NO SECURITIES COMMISSION OR OTHER SIMILAR AUTHORI1 MERITS OF THE SECURITIES OFFERED HEREUNDER, AND A^

NEW ISSUE:

31DI6SW87a0 63.4161 CAVENDISH

PROSPECTUS

of

MOUNTAINVIEW EXPLORATIONS INC.

(An Exploration Corporation)

Incorporated under the laws of Ontar

350,000 COMMON SHARES (without par value)

010

Per Common Share Total:

Firmly Underwritten

350,000

PRICE: 35C per share.

Price to Public

70C $2A5,000

Underwriter' s Commission

350 $122,500

Proceeds to (l Corporation^

$122,500

(1)

(2)

Before deducting the expensesof this issue estimated at $12,000.

The net amount received by the Corporation will not be less than 3QZ of the gross proceeds of the combined new issue and secondary offering.

PLAN OF DISTRIBUTION;

The Underwriter, acting as principal, will offer the underwritten shares over-the-counter in the Province of Ontario at the price set forth above. Sales of the underwritten shares may also be made through other registered dealers acting as agents who may be paid commissions not exceeding 252 of the selling price of the shares so offered.

PURPOSE OF OFFERING:

The purpose of this offering is to provide the Corporation with funds to defray its ordinary operating expenses and to pay the costs of carrying out exploration on its mining properties as recommended by its consulting engineer. See within under the captions "History and Business" page 4 and "Use of Proceeds" page 16. At least 30% of the total proceeds from the sale of the underwritten shares and the shares comprising the secondary offering must accrue to the treasury of the Corporation.

SECONDARY OFFERING

175,000 shares on the terms more particularly set forth herein under the caption "Secondary Offering". The proceeds from the sale of these shares will accrue to the Under writer and to the treasury of the Corporation. None of the aforementioned shares will be offered for sale until all of the 350,000 underwritten shares have been taken down, paid for and sold by the Underwriter.

The shares being offered hereunder by way of a secondary offering by the selling shareholder will be sold to the public at the best prices obtainable from time to time. It is present" ,intended that such shares will be sold in a range between 85c an^ 95C per share, and while t-uere is no present intention to do so, such shares may be offered at prices lower than that stated above. If a material change occurs in the affairs bf the Corporation that justifies an increase in the offering price of such shares, an amendment to this prospectus will be filed before the increase is implemented.

THERE IS NO MARKET FOR THE SHARES OF THE CORPORATION. A PURCHASER MAY NOT BE ABLE TO SELL SHARES PURCHASED HEREUNDER.

THESE SECURITIES ARE SPECULATIVE. See within under the captions "Risk Factors and Speculative Nature of the Offering", "History and Business", "Offering", "Interest of Management and Others in Material Transactions", and "Principal Holder of Shares".

UNDERWRITER

A. C. MacPherson & Co. Limited Suite 1004, 100 Adelaide Street West,

Toronto, Ontario.

The date of this Prospectus is March 3rd , 1980.

'l TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY.................................................. . l

The Corporation and its Properties................................. l

Use of Proceeds. .. . .. .. .... .... .... ... ............. ................ l

Offering and Secondary Offering.................................... 2

Management......................................................... 2

Risk Factors.....................................................~. 3

Issuance of Shares................................................. 3

HISTORY AND BUSINESS................................................. 4

MOSS TOWNSHIP, ONTARIO, PROPERTY............................. . .. . . . . . 4

Acquisition........................................................ 4

Location and Access................................................ 4

History and Previous Work.......................................... 5

Geologist's Report............................................... .. 6

Title.............................................................'. 7

PRIOR PROPERTY INTERESTS............................................. 8

CAPITAL STRUCTURE...................................... . .. . .. . . . . . . . . 9

Common Shares...................................................... 9

Preference Shares.................................................. 9

Warrants........................................................... 10

CAPITALIZATION....................................................... 11

DIVIDENDS............................................................ 12

AUDITORS............................................................. 12

SHARE REGISTRAR AND TRANSFER AGENT................................... 12

OFFERING............................................ . ................ 12

NEW ISSUE............................................................ 12

Secondary Offering................................................. 14

TABLE OF CONTENTS

(Continued)Page

ESCROWED SHARES................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

USE OF PROCEEDS................. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 16

PURCHASER 1 S STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION............ 18

PRINCIPAL HOLDER OF SHARES....... . . . . . . ......... . . . . . . . . . . . . . . . . . . . . 20

SELLING SHAREHOLDER.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

RISK FACTORS AND SPECULATIVE NATURE OF OFFERING..................... 21

PROMOTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 23

MANAGEMENT...................... . . .. . . . .. . . . .. . .. .... . .. . . . .. . . . . . . .. 25

REMUNERATION OF MANAGEMENT.......................................... 26

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.......... 2 7

PRIOR SALES......................................................... 28

MATERIAL CONTRACTS.................................................. 30

HISTORY OF PROMOTER................................................. 31

HISTORY OF MANAGEMENT............................ . . .. . . .. . . . . . . . . . . . 32

FINANCIAL STATEMENTS........................ .. . .. ..... . . . .. .. . .. .. . . 35 to 41

CERTIFICATE PAGE.................................................... 4 2

PROSPECTUS SUMMARY

) The following summary provides the principal features of the

offering covered by this prospectus. Reference should be made to further

and more detailed information contained elsewhere in the prospectus.

The Corporation and its Properties:

Mountainview Explorations Inc. (the "Corporation") is a public

company incorporated under the laws of the Province of Ontario. The

Corporation has acquired 13 unpatented mining claims in Moss Township,

District of Thunder Bay, Province of Ontario and intends to carry out a

program of exploration thereon for occurrences of gold bearing mineral

ization. Colin R. Bowdidge, M.A., Ph.D., has prepared a report on the

Moss Township property, and a summary of his conclusions and recommendations

for the work program are set forth under the caption "Geologist's Report"

on page 6. The estimated cost of the recommended program is $45,600.

In 1979 the Corporation carried out an exploration program

on a property on which it held an option, which property consists of 32

unpatented mining claims and is located in Cavendish Township, Eastern

Ontario Mining Division, Province of Ontario. The cost of the work was

approximately $36,000. The results were discouraging and the Corporation,

following the recommendation of its consulting engineer, does not intend

to carry out further work on the property and will allow its option to

lapse. Reference- is made to the caption "Prior Property Interests 11 ^"~^

on page 8 ,for particulars.

Use of Proceeds:

The net proceeds to be received by the Corporation from the

underwriting of its shares, after providing for the costs of this issue,

t:

- 2 -

ill be approximately $110 / 500. The funds which will be received by

the Corporation will be used to pay the costs of carrying out the

programme of exploration recommended by Colin R. Bowdidge, M.A. Ph.D.

on the Corporation's property in Moss Township, District of Thunder Bay,

Ontario, referred to under the sub-caption "Geologist's Report" on

page 6, and estimated at $45 / 600. The estimated amount of expenses

per year for administration is S 12,000 and, in addition, the

Corporation will pay its technical co-ordinator the sum of $6,000

per year. Reference is made to the caption "Use of Proceeds" on page 16

for further particulars.

Offering and Secondary Offering:

A total of 350,000 common'shares of the Corporation are

being underwritten at the price of 35 cents per share to provide the

Corporation with $122,500. The secondary offering will be proceeded

with by the Underwriter only after the Underwriter has sold all of the

underwritten shares. None of the proceeds from the sale of the secondary

shares will accrue to the treasury of the Corporation. Reference is

made to the caption "Offering" on page 12 and sub-caption "Secondary

Offering" on page 14 for further particulars.

Management:

The directors and officers of the Corporation have been

associated with a number of junior exploration companies over the years.

Reference is made to the captions "History of Promoter" on page 31

"History of Management" on page 32 for further details.

- 3 -

Risk J Jtors:

Reference is hereby made to the caption "Risk Factors and

Speculative Nature of the Offering" on page 21. If a commercial ore

body is discovered, an investor may have substantial rewards;however, few

of the properties which are explored ultimately become producing mines.

If the Corporation's exploration program is not successful, a purchaser of

shares may lose his investment. Prospective investors should consider

these risks and a lack of a market through which he may sell his shares.

Purchasers of common shares will suffer an immediate dilution in their

investment.

Issuance of Shares:

After this offering, the Corporation will have issued 1,180,004

common shares which will be held by the public. Of this figure, 100,000

shares were allotted to No Name Mineral Consultants Ltd. (the "Vendor") as

consideration for the acquisition of the Moss Township mineral prospect.

A total of 35,000 of such 100,000 shares have been agreed to be sold by the

Vendor to the Underwriter at 35 cents per share. George F. Ross, the

President and a director and the promoter of the Corporation, holds

500,000 preference shares, each carrying one vote at meetings of shareholder;

thereby enabling him to control the Corporation. Reference is made to

the caption "Prior Sales" on page 28, "Capitalization" on page H,

"Principal Holders of Shares" on page 20, "Promoter" on page 23, and

"Interest of Management and Others in Material Transactions" on page 27

for further details regarding the foregoing information, including share

purchase warrants held by Mr. Ross enabling him to purchase common shares of

the Corporation in the future.

- 4 -

HISTORY AND BUSINESS

Mountainview Explorations Inc. {the "Corporation") formerly

Superior Copper Mines Limited, was incorporated under The Business

Corporations Act (Ontario) by Letters Patent dated March 8, 1965, to

engage in the acquisition, exploration, development and operation of

mines, mineral lands and deposits. The Corporation was dissolved by

order dated March 14, 1978 for default in complying with filing

requirements regarding its financial statements, under Section 134 of

The Securities Act of Ontario. Under Section 251 (4) of The Business

Corporations Act, the Corporation applied for and-obtained an Order

reviving the Corporation, effective January 8th, 1979. By Articles

of Amendment effective March 6th, 1979, the Corporation changed its

name to Mountainview Explorations Inc. The head office of the Corporatior

is situate at Suite 1004, 6 Adelaide Street East, Toronto, Ontario.

MOSS TOWNSHIP, ONTARIO, PROPERTY

Acquisition:

By an agreement made as of the 15th day of January, 1980,

between the Corporation and No Name Mineral Consultants Ltd., of Toronto,

Ontario, as Vendor, the Corporation acquired 13 unpatented mining claims

located in Moss Township, District of Thunder Bay, Province of Ontario,

and numbered TB475163 to TB475174 inclusive, and TB475177 (hereinafter

called the "Moss Township Property"), in consideration of the issuance to

the Vendor of 100,000 common shares of the Corporation.

Location and Access:

The Moss Township Property, consisting of 520 acres, is

located 125 kilometres west of the City of Thunder Bay, and 8 kilometres

south west of the village of Burchell Lake. Burchell Lake is reached

30-kilometre gravel road, Highway No. 802, which connects with

Highway o. 31, the main road from Thunder Bay to Fort Frances.

Access is by f]oat-plane or ski-equipped light aircraft from

Burchell Lake. An o]d bush road also provides access to the Property

for drilling ctnd other heavy equipment, but is only suitable for tracked

vehicles as it crosses numerous swamps.

History and Previous Work:

3n the first recorded work on the Property in 1947, Airways

Exploration Ltd. found a gold showing. A diamond drill hole put

0.81 oz/ton gold over 12 feet from a depth of 28 to 40 feet, including a

section assaying 3.12 oz/ton gold over 3 feet from a depth of 33 to 36

feet. Other gold showings and a copper showing were also mentioned in

the old records. The Property was assigned to Greatlakes Copper Mines Ltd

which carried out a geological survey in 1952. The Property was then

optioned to Newkirk Mining Corporation which carried out a resistivity

survey in 1954 and located several anomalies. The Property subsequently

reverted to Greatlakes Copper Mines Ltd which carried out an electromagnetic

survey, and in 1956-57 drilled 15 holes totalling 5,477 feet. In 1958

the Property was acquired by Andover Mining and Exploration Ltd. Subsequent

work reported consists of geological mapjping by North Coldstream Mines

Ltd, an aeromagnetic survey in 1965 by Cominco, and a ground magnetic

survey in 1971 by Freeport Canadian Exploration Co.

During the spring of 1979, P.A.R. Brown carried out a horizontal

loop electromagnetic survey over the ice on Fountain Lake, locating

4 conductors. An analysis was made of the data by Norman R. Paterson,

Consulting Geophysicist who reported that conductors "C" and "D" are

probably caused by conductive overburden, possibly occupying bedrock

depressions, while conductors "A" and "B" have responses consistent with

shear or fault structures, without massive sulphides.

- 6 -

1 s Report

The following is a summary of the conclusions and recommendations

of Colin R. Bowdidge, M.A. Ph.D., contained in his report dated December 19,

1979, which report is available for inspection at the offices of the

Ontario Securities Commission, 10 Wellesley Street East, Toronto, Ontario.

The Property is underlain largely by volcanic rocks of Archaean ac

The contact between an older felsic group and a younger mafic group runs

through the Property in a northeast-southwest direction. The Property

is located in a geological environment which is favourable for gold

mineralization. Two of the four conductors may be potential host

structures for gold mineralization. The diamond drilling carried out in

the vicinity of the old trench in 1947 is reported to have returned high-

grade gold assays of 0.81 oz/ton gold over 12 feet from a depth of 28 to 40

feet, including a three-foot section at 3.12 oz/ton from a depth of

33 to 36 feet. Mr. Browdidge made an examination of the trench which is

believed to have exposed the showing found in 1947. A three-metre width ,!

of highly schistose felsic volcanics striking at 105O and dipping at 80O

to the south, is exposed. This strike is highly discordant to the regional

strike, which is northeast-southwest, and may represent some sort of cross

cutting shear. Mineralization consists of a few per cent of disseminated

pyrite, evenly scattered throughout the rock. Three chip samples taken over

a one metre width assayed as follows:

Sample Number Gold Oz/Ton

F-l 0.004F-2 0.006F-3 0.033

A fourth sample taken from a small pyritic quartz stringer exposed at the ed

of Fountain Lake and assayed at 0.001 oz/ton gold.

The following development programme is recommended:

1. Conductors "A" and "B" should be drilled to intersect the conductor axes at a depth of 100 metres.

2.. Two shallow holes of 50 metres each should be drilled in the vicinity of the old trench in order to test the full width of the mineralized shear.

3. A soil geochemical survey should be carried out over the south-western p t of the Property, analyzing for gold and copper.

The estimated cost of the above program is $45,600, made

up as follows:

Line cutting, 6km @ $150/km 900

Sample collection, 240 samples @ $10 2,400

Analysis, 240 samples 8 $5 1,200

Mobilization S demob. 1,500

Diamond drilling, 400 m @ $80/m 32,000

38,000

Plus contingencies, 20% 7,600

Total $45,600

To the knowledge of the Corporation the only underground

exploration or development work that has been carried out on the

Property or any part thereof and the only surface exploration and

development, is the work referred to herein under the sub-caption

"History and Previous Work", on page 5. There is neither surface

nor underground plant or equipment located on the Property.

Title:

Title to the thirteen (13) raining claims comprising the

Property has been transferred to the Corporation. The Corporation

is required to keep the mining claims in good standing. In order to

keep unpatented claims in good standing in Ontario, during the first

year after recording twenty days work must be performed and recorded,

forty days work performed and recorded yearly for the next three years,

and sixty days work performed and recorded in the ensuing year. If

claims are brought to lease thereafter an annual rental of $1.00 per

acre is paid for the first year and subsequently 25* per acre payable

- 8 -

annually. Where a lease is for mining rights only, the second and

suWequent years rental is at the rate of 10C per acre. The mining

claims ire recorded in the name of the Corporation on February 13, 1980.

In addition, by order of the Mining and Lands Commissioner recorded

February 13, 1980, the time for doing work on the claims has been extended

to December 31, 1980, the date to which the claims are accordingly in good

standing.

PRIOR PROPERTY INTERESTS

By an agreement made as of the 26th day of January, 1979,

(hereinafter referred to as the "Option Agreement") between the

Corporation and Bruce Davidson, lan Park and Colin Bowdidge, all of

Toronto, Ontario, {hereinafter referred to as the "Optionors") the

Optionors granted to the Corporation the sole, exclusive and irrevocable

right and option to acquire a 100% interest in 32 unpatented mining claims

(hereinafter called the "Claims") located in Cavendish Township, Eastern

Ontario Mining Division, Province of Ontario, and numbered E0520059 to

E0520072 inclusive, E0520074 to E0520078 inclusive, and E0520133 to

E0520145 inclusive, subject only to a royalty to the Optionor equal to 3%

of the returns on all ores, concentrates and minerals extracted and marketed

from the Claims.

-^ in 1979 the Corporation conducted a programme of preliminary

exploration on the Claims, consisting of linecutting, scintillometer and

soil radon gas survey, geological survey, bulldozing, rock trenching and

928 feet of diamond drilling in 5 drill holes. In his report dated November

27, 1979, P.A.R. Brown, B.Se., Consulting Geologist, reviewed the results

obtained from the above programme. He concluded that the drilling results

were discouraging and that, the grade is too low to be of economic importance

at tlffe time. In view of the disappointing results, the Corporation does

not intend to Jceep its option on the Claims and will allow same to lapse.

- 9 -

CAPITAL STRUCTURE

Common Shares:

The common shares of the Corporation are without par value.

The holders of common shares are entitled:

to dividends if, as and when declared by the board of

directors; upon liquidation, dissolution or winding up of the

Corporation to receive those assets distributable to shareholders

subject to the prior rights of the holders of preference shares

described below; to receive notice of and to attend and vote at all

meetings of shareholders of the Corporation. Two shareholders

personally present and entitled to vote thereat constitute a quorum.

Resolutions at shareholders' meetings may be voted upon by a show of

hands unless a ballot is required by law or a poll is demanded by a

shareholder. On a show of hands every shareholder exercises one vote

whereas on a poll every shareholder exercises one vote for each share

held by him. In either case the chairman of the meeting has a second

or deciding vote in the event of a tie vote. There are no pre-emptive

or conversion rights. There are no indentures or agreements extant

or proposed limiting the payment of dividends. None of the shares

outstanding and none of the shares offered hereby will be subject to

call or assessment of any kind.

Preference Shares:

Pursuant to Articles of Amendment effective March 6 , 1979, the

Corporation increased its authorized capital by creating 500,000

preference shares with a par value of 1/lOth of 1C per share.

- 10 -

The preference shares are not entitled to dividends at

any time; are entitled, in the event of the liquidation, dissolution

or wino-ng up of the Corporation to receive, in priority to the

common shares, a sum equal to the par value thereof, but are not

entitled to any further participation in the assets of the Corporation;

are redeemable by the Corporation at the par value thereof upon the

expiration of five years from the date of issuance thereof; are not

transferable without the prior written consent of the Ontario Securities

Commission; and, entitle the holders thereof to receive notice of all

meetings of shareholders and to one vote for each preference share held.

The number of issued preference shares outstanding at any time is limited

to 500,000 in number, and the present issued preference shares are not

subject to call or assessment.

Warrants:

The Corporation authorized the creation of warrants to

accompany the preference shares hereinbefore referred to. The

warrants permit the holder to subscribe for common shares on a warrant-

for-share basis. Not more than 500,000 preference shares may be

outstanding at any given time.

Warrants will be issued on the basis of one (1) warrant for

every four (4) shares issued pursuant to an underwriting.

Upon receiving the sum of $107,529 being the proceeds from

the underwriting of 350,000 shares of the Corporation covered in the

prospectus of the Corporation dated March 15, 1979, the Corporation issued

to George F. Ross warrants entitling him to purchase 87,500 common shares

of the Corporation at the price of 37.5 cents per share. To date,

Mr. Ross has not exercised any of the warrants. Mr. Ross subscribed

- 11 -

for a-^ received from the Corporation 500,000 preference shares for an

aggregate consideration of $500, to which preference shares the warrants

are attached. Reference is hereby made to the caption "Interest of

Management and Others in Material Transactions" on page 27 for further

information in this regard. By virtue of the underwriting covered by

this prospectus, Mr. Ross is entitled to receive an additional

87,500 warrants entitling him to purchase a further 87,500 common shares

at 43.75 cents per share. Accordingly, when the proceeds from

the underwriting are received by the Corporation and the Corporation

thereupon issues to Mr. Ross such additional 87,500 warrants, Mr. Ross

will then hold 175,000 warrants of the total 500,000 warrants accompanying

the 500,000 preference shares. The warrants may be exercised during the

five-year period from the date of their respective issuance.

Warrants carry no voting rights and may not be transferred except

with the prior written consent of the Ontario Securities Commission.

CAPITALIZATION

Amount Outstanding

Amount Outstanding . if allDesignation of Amount as of October 31, securities being Security_____ Authorized _______1979____ issued are sold*

Common Shares 3,000,000 950,004 1,180,004(1)(2)(not to be (1237,504) .^318,004) issued for more than 53,000,000)

Preference 500,000 500,000 500,000

shares, par value ^500) ^500) ^500) (3) of 1/10 of 1C per share (with warrants attached, see below)

- 12 -

Gives effect to the donation of 325,000 escrowed shares which, together with 25,000 issued treasury shares of the Corporation, form the 350,000 underwritten shares, the issuance of such 25,000 treasury shares, the issuance of 105,000 commission shares to the Underwriter, and 100,000 treasury shares to the Vendor of the Moss Township, Ontario, Property.

(2) The sale of the underwritten shares will create a contributedsurplus of $113,750 before costs, which when added to the previous contributed surplus of $100,085 at October 31, 1979, will create a total contributed surplus of approximately $213,835.

(3) 175,000 common shares are reserved for the exercise of warrants.

DIVIDENDS

No dividends have been paid by the Corporation to date.

AUDITORS

The auditors of the Corporation are Thorne, Riddell f

Chartered Accountants, Commercial Union Tower, Toronto-Dominion Centre,

Toronto, Ontario.

SHARE REGISTRAR AND TRANSFER AGENT

The Canada Trust Company, 110 Yonge Street, Toronto, Ontario,

M5C 1T4, is the share registrar and transfer agent of the Corporation.

OFFERING

A. NEW ISSUE:

By an agreement dated January 15 , 1980, (the "Underwriting

Agreement") between the Corporation and A. C. Macpherson fi Co. Limited,

Suite 1004, 100 Adelaide Street West, Toronto, Ontario, (the "Underwriter 1

the Underwriter acting solely on its own behalf, agreed to purchase the

following shares of the Corporation:

- 13 -

Net Proceeds to Offering PriceNumber of Shares Price Per be received by of these Shares

Underwritten Share the Corporation to the Public

350,000 35C $122,500 70C

The Underwriter may terminate the Underwriting Agreement

prior to the date of acceptance for filing of this prospectus by the

Ontario Securities Commission (the "Effective Date") for any reason in its

sole discretion. Subject to the foregoing the Underwriter is obligated to

take up and pay for all of the underwritten shares within the following

times, calculated from the Effective Date:

Net Proceeds to be Time Within WhichReceived by the Payable from EffectiveCorporation______ Date——-—^^^—^^^————

$49 / 000 30 days$41,000 60 days$32,500 90 days

$122 / 500

There are no sub-underwriting or sub-option agreements

outstanding or proposed. In the event that there shall occur the

granting of a sub-underwriting or sub-option or an extension of any

of the present dates referred to in the agreement, an amendment to this

prospectus will be filed at the expense of the Undewriter within ten (10)

days thereof if the shares of the Corporation are then in the course of

public distribution.

The Underwriter/ acting as principal, will offer the

underwritten shares over-the-counter in the Province of Ontario at

the price set forth above. Sales of the underwritten shares may also

- 14 -

e through its agents who will also be security dealers and will

be pa- a commission not to exceed 25% of the selling price of shares

so sold by them.

Secondary Offering:

In consideration of the Underwriter previously underwriting

a total of 350,000 shares of the Corporation for the purchase price of

$107,529, as covered in the prospectus of the Corporation dated

March 15, 1979, and agreeing to underwrite a further 350,000 shares of

the Corporation for the purchase price of $122,500, the Corporation has

agreed to pay the Underwriter a commission of $36,750 to be satisfied by

the issuance to the Underwriter of 105,000 fully paid and non-assessable

common shares (the "commission shares") of the Corporation following

receipt by the Corporation of payment in full for the 350,000 presently

underwritten shares. In addition, the Underwriter has agreed to

purchase 35,000 shares from the Vendor of the Corporation's Moss Township,

Ontario, Property, at the purchase price of 35 cents per share. The

105,000 commission shares, the 35,000 vendor shares, and a total of

35,000 previously issued shares of the Corporation of which 16,000

were previously purchased from George F. Ross and 19,000 were purchased

in the market by the Underwriter, for a total of 175,000 common shares,

will be offered for sale by the Underwriter by way of a secondary

offering, over-the-counter, after all of the underwritten shares have

been sold. Reference is hereby made to the caption "Prior Sales" on

page 28 for further particulars regarding the secondary shares.

The Underwriter anticipates that it will offer the 175,000

shares under the secondary offering at prices ranging from 85*? to 95*?

per share, with an average selling price not to exceed 90C per share.

- 15 -

At ] .st 30% of the total proceeds from the sale of the underwritten

shares and the shares comprising the secondary offering must accrue

to the treasury of the Corporation.

If a material change occurs in the affairs of the Corporation

that justifies an increase in the then current secondary offering price

an amendment to this prospectus will be filed before such increase is

implemented.

The Underwriter may make such sales under the secondary

offering directly to the public or through other registered dealers

acting as its agents who may be paid commissions not exceeding 25% of

the selling price of the shares so offered.

As selling shareholder the Underwriter will pay a pro rata

share of the costs relative to the secondary offering.

With respect to the sale of the underwritten and secondary

shares offered by this prospectus, the Underwriter may be said to realize

a profit before expenses in an amount equal to the amount by which the

price paid for such shares is less than the price at which such shares

are sold to the public.

The Underwriter has agreed that if the sum of $122,500 is

less than 3 03, of the gross proceeds paid by the public for the shares

comprising the new issue and secondary offering, the Underwriter will

pay to the Corporation an amount which when added to the $122,500 will

yield a sum equal to 3 0^ o f such gross proceeds. The gross proceeds paid

- 16 -

by the public for shares of the Corporation shall be the net total

amou.xc paid by the public to the Underwriter in the purchase of

common shares of the Corporation offered under this prospectus until

the Underwriter has ceased to engage in the distribution of such shares.

Reference is hereby made to the caption "Principal Holders of

Shares" on page 20 for particulars regarding the ownership of shares

of the Corporation.

ESCROWED SHARES

As a result of the release from escrow of 325,000 previously

donated shares of the Corporation, to form the substantial portion of

the 350,000 underwritten shares, there are no shares of the Corporation

being held in escrow by The Canada Trust Company. Reference is made

to the caption "Capitalization" on page 11 for further particulars.

USE OF PROCEEDS

The net proceeds receivable by the Corporation from the sale

of the underwritten shares will be approximately $110,500 after

payment of $12,000 to cover the estimated costs of this issue. In

the event the secondary offering of the shares of the Corporation

proceeds, the cost of this issue will be pro-rated between the

Corporation and the selling shareholder in proportion to the number

of shares sold by each. The funds which will be received by the

Corporation will be issued to defray ordinary operating expenses and

to pay the costs of carrying out the program of exploration recommended

by Colin R. Bowdidge, M.A., Ph.D., on the Corporation's Property in

- 17 -

s Township, District of Thunder Bay, Ontario, referred to under

the sub-caption "Geologist's Report" on page 6 and estimated at

$45,600. The estimated amount of expenses per year for administration

is $12,000. In addition, George F. Ross, named throughout this

prospectus will be paid $6,000 per year for his services as technical

co-ordinator for the Corporation. Reference is hereby made to the

caption "Remuneration of Management" on page 26 for particulars.

The estimated working capital of the Corporation at December 31, 1979,

is $28,000.

Additionally, monies 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 exploratuon programs

as opportunity and finances permit, provided, however, that no new

properties will be acquired or expenditures made thereon without an

amendment of the Corporation's prospectus being filed if the shares

of the Corporation are still in the course of distribution to the public.

Monies not immediately required for the Corporation's purposes may

be deposited in interest bearing accounts with Canadian chartered banks

and/or trust companies. While there are no such immediate plans,

monies available in the Corporation's treasury, subject to the approval

of the shareholders of the Corporation, may be utilized to purchase

securities of other corporations but no such purchase will be made while

the securities offered hereunder are in the course of distribution to

the public.

- 18 -

Any corporate investments by the Corporation in securities

will be in securities in which insurance companies registered under

Part III of The Canadian and British Insurance Companies Act (Canada)

may invest their funds without availing themselves of the provisions

of Sub-section 4 of Section 63 of such Act.

PURCHASER'S STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION

Sections 70, 126 and 135 of The Securities Act, 1978, (Ontario)

provide, in effect, that when a security is offered in the course of a

distribution to the public:

(a) a purchaser will not be bound by a contract for the purchase of

such security if written or telegraphic notice of his intention

not to be bound is received by the dealer from whom the purchaser

purchased the security not later than midnight on the second

business day after the latest prospectus and any amendment to the

prospectus offering such security is received or deemed to be

received by the purchaser or his agent, and

(b) if a prospectus together with any amendment to the prospectus

contains a misrepresentation, a purchaser who purchases a

security offered thereby during the period of distribution or

distribution to the public shall be deemed to have relied on

such misrepresentation if it was a misrepresentation at the

time of purchase, and subject to the limitations set forth in the

Act,

(1) has a right of action for damages against,

(i) the issuer or a selling security holder on whose behalf the distribution is made,

(ii) each underwriter required to sign the certificate

- 19 -

by section 58 of the Act,

(iii) every director of the issuer at the time the prospectus or amendment was filed,

(iv) every person or company whose consent has been filedpursuant to a requirement of the regulations under the Act but only with respect to reports, opinions or statements made by them, and

(v) every other person or company who signed the prospectus or the amendment,

but no action to enforce the right can be commenced by a

purchaser more than the earlier of 180 days after the purchaser

first had knowledge of the facts giving rise to the cause of

action or three years after the date of the transaction that

gave rise to the cause of action, or

(2) where the purchaser purchased the security from a person or

company referred to in (i) or (ii) above or from another under

writer of the securities, he may elect to exercise a right of

rescission against such person, company or underwriter, in

which case he shall have no right of action for damages against

such person, company or underwriter, but no action to enforce

this right can be commenced by a purchaser more than 180 days

after the date of the transaction that gave rise to the cause

of action.

Reference should be made to The Securities Act, 1978, (Ontario) for

the complete texts of the provisions under which the foregoing rights

are conferred. The foregoing summary is subject to the express

provisions thereof.

- 20 -

PRINCIPAL HOLDER OF SHARES

A. The following sets forth the principal holder of shares

of the Corporation, being the only owner of record or known by the

Corporation to own beneficially, directly or indirectly, more than

lOli of the presently issued shares of the Corporation: (1)

Name and Designation of No. of Shares Percentage Address Class________ ____Owned___ of Class

George F. Ross Preference 500,000 100%{2)14 Wilgar Road SharesToronto,Ontario.

(1) Does not give effect to the proposed offering of common shares referred to on the face page and under the caption "Offering" on page 12.

(2) George F. Ross holds warrants entitling him to purchase anaggregate of 87,500 common shares of the Corporation. Reference is made to the captions "Capitalization" on page 11 and "Interest of Management and Others in Material Transactions" on page 27 for further particulars. After the completion of the underwriting covered by this prospectus, Mr. Ross will hold additional warrants entitling him to purchase up to a further 87,500 common shares of the Corporation.

The following sets forth the percentage of shares of the

Corporation beneficially owned, directly or indirectly, by all

directors and senior officers of the Corporation as a group:

Designation of Percentage Class_____ of Class

Common Shares Less than IS; (1) without par value

Preference Shares 100% (2)

(1) Does not give effect to the ownership by No Name Mineral Consultants Ltd. of 65,000 vendor shares remaining in its hands after selling 35,000 of the original 100,000 vendor shares to the Underwriter. Brian P. McDonough, a director of the Corporation, is the President, Sole director and shareholdei of No Name Mineral Consultants Ltd.

(2)

- 21 -

George F. Ross holds all 500,000 preference shares.

B. Selling Shareholder:

As disclosed in this prospectus, a total of 175,000 shares

will be offered hereunder by way of a secondary offering by the

Underwriter as follows:

No. of Shares Offered

175,000 (2)

No. of Shares to be owned after OfferingQ)

400

Percentage of ClassQ)

.003%

Name and Address

A.C. Macpherson(1) S Co. Limited, Suite 1004,100 Adelaide Street W. TORONTO, Ontario.

(1) The only persons having a greater than 5 * interest in theUnderwriter are Bruce M. Young, 480 Brookdale Avenue, Toronto, Ontario, and Mildred Gerlock and Alfred B. Gerlock, both of 44 Jackes Avenue, Apartment 1213, Toronto, Ontario.

(2) The 175,000 common shares are comprised of 105,000 commission shares issued to the Underwriter by the Corporation, 35,000 vendor shares to be purchased by the Underwriter at 35 cents per share from No Name Mineral Consultants Ltd., and 35,000 previously issued shares owned by the Underwriter.

(3) Assumes the sale of all shares offered hereunder.

RISK FACTORS AND SPECULATIVE NATURE OF OFFERING

The shares of the Corporation being offered under this

prospectus should be considered as an investment involving risk and

are speculative. None of the mining claims comprising the Corporation's

Moss Township, Ontario, Property, contains a known body of commercial

ore, and the program to be conducted thereon is an exploratory search

for ore. If the recommended program is successful, additional funds

- 22 -

will be needed in excess of those presently in the Corporation's

trea~~ry and those to be provided by this offering, for further

exploration work to prove an economic ore body and to bring such ore

body to production. The only source of future funds presently available

to the Corporation is through the sale of equity capital.

As indicated on the cover of this prospectus, SOS; of the

monies paid by investors to purchase the underwritten shares will accrue

to the Corporation and 50*1 will accrue to the Underwriter. The following

table reflects the distribution of the proceeds received from the sale

of the shares comprising the secondary offering assuming an average

selling price of 90C per share:

7, of SalesNo. of Z Sales Proceeds Proceeds Shares Received Received

Received by Underwriters 140,000 80% $145,250 92.2ZReceived by Vendor (1) 35,000 2 07, $ 12,250 7 .82

175,000 5157,500

(1) The 35,000 shares received by the Vendor will be sold to the Underwriter at 35 cents per share.

Upon completion of this offering, and after deducting

anticipated expenses, the net proceeds to be received by the Corporation

are estimated at $110,500, and the net tangible book value of the

1,180,004 common shares then outstanding would be 18C per share

calculated on the basis of current working capital of $28 / 000

and assigning a book value of $35,000 to the Moss Township, Ontario,

Property (100,000 common shares issued and arbitrarily valued at 35C per

share).

- 23 -

Purchasers of common shares will accordingly suffer an

immediate dilution, the effect of which will depend upon whether an

investor purchases underwritten shares at the offering price of 7OC

per share or shares under the secondary offering. The following tables

summarize the information concerning dilution (excluding the exercise of

Warrants), the second table assuming a secondary offering price of 90C

per share:

PURCHASE OF UNDERWRITTEN SHARES

Public offering price per share............................70^Tangible book value per share after offering.............. .iscDilution per share to investors............................52^

PURCHASE OF SECONDARY SHARES

Public offering price per share.............................90CTangible book value per share after offering................-^Dilution per share to investors.............................72^

PROMOTER

George F. Ross, P. Eng., the President and a director of

the Corporation, and referred to throughout this prospectus, may be

regarded as the promoter of the Corporation. Reference is made to the

caption "History of Promoter" on page 31 for particulars regarding the

companies promoted by Mr. Ross, and to the caption "History of Management'

on page 32 for particulars regarding Mr. Ross' association with junior

resource companies during the past ten years.

On the 26th day of January, 1979, pursuant to an agreement

of the same date between the Corporation and Mr. Ross, Mr. Ross

subscribed for and agreed to purchase 500,000 preference shares of the

Corporation at par for the sum of $500. Pursuant to the said agreement

- 24 -

the Corporation, subject to earlier redemption as hereinafter described,

will redeem these preference shares at par on the expiration of 5 years

from the date of issue of the said shares, unless such redemption is

extended with the written concurrence of the Ontario Securities Commission.

The Corporation has agreed to make application to extend the redemption

date if requested by Mr. Ross. The preference shares shall be redeemed

at an earlier date at par on the basis of one share to be redeemed for each

common share of the Corporation purchased pursuant to the warrants referred

to hereunder. Under the agreement, the Corporation also agreed to issue

warrants to Mr. Ross entitling him to purchase 87,500 common shares of the

Corporation at 37.5C per share exercisable not later than 5 years after

their date of issue, but any shares purchased pursuant to the said warrants

may not be offered for sale until six months after the date of the receipt

of the Ontario Securities Commission for this prospectus. The Corporation

also agreed with Mr. Ross, to the extent the Corporation thereafter received

funds from the sale of its common shares/ exclusive of the common shares

being purchased by the Underwriter from the Corporation, to issue to Mr. Ross

additional warrants to a maximum of 412,500 warrants entitling him to

purchase, not later than 5 years after the date of issue of the said warrants

common shares of the Corporation. As a result of the present underwriting

by which 350,000 shares will be sold to the Underwriter by the Corporation,

the Corporation has agreed to issue to Mr. Ross additional warrants

entitling him to purchase a further 87,500 common shares at 43.75 C per share.

Such warrants will be issued on the basis of one warrant for

every four common shares sold by the Corporation, and the price at which

common shares may be purchased thereunder will be equal to 125% of the price

received by the Corporation incidental to the sale of its common shares with

respect to which such warrants are issued.

- 25 -

MANAGEMENT

The names and home addresses of the directors and officers

of the Corporation and the positions presently held by them are as

follows:

Name

George F. Ross, P. Eng., 14 Wilgar Road, Toronto, Ontario.

Brian P. McDonough,88 Teddington Park Avenue,Toronto,Ontario

William R.L. Torrance 5 Lament Avenue, Agincourt, Ontaro.

Position

President and a Director

Director

Director

Fred Munger 52 Albertus Avenue, Toronto, Ontario.

Secretary-Treasurer

Mr. Ross is a self-employed geologist, professional engineer,

and mineral management consultant.

Mr. McDonough has been a self-employed metallurgical engineer

for the past ten years. He has also been a sales representative with

V. Campbell Real Estate Limited for the past five years.

Mr. Torrance has been a self-employed consulting geophysicist

for the past ten years.

- 26 -

Mr. Munger is an accountant employed since March, 1974,

by Sprucedale Holdings Limited, and from February, 1972 to March, 1974

by Newton Holdings Limited. Prior thereto he was an accountant employed

by Louada Holdings Limited until 1970 and by Sprucedale Holdings Limited

until February, 1972. Mr. Munger is the sole director and officer of

Sprucedale Holdings Limited which provides the Corporation with

accounting, administration and corporate secretarial services.

Reference is made to the caption "History of Management"

on page 32 for further particulars concerning the association of the

foregoing officers and directors with various junior resource companies

during the past ten years.

REMUNERATION OF MANAGEMENT

The aggregate remuneration paid by the Corporation to the

directors and senior officers for the year ended October 31, 1979,

was 5350. Directors and senior officers are entitled to receive 5100.00

for each meeting attended by them.

A monthly fee not exceeding 5400.00 will be paid to

Sprucedale Holdings Limited, Suite 432, 12 Richmond Street East,

Toronto, Ontario, to cover routine secretarial, accounting and administrative

services. Mr. Fred Munger, the Secretary-Treasurer of the Corporation,

is the sole director and shareholder of Sprucedale Holdings Limited.

A monthly fee of 5100 will be paid to No Name Mineral Consult

ants Ltd, for head office accommodation. Mr. Brian McDonough, a director

of the Corporation, is the President, sole director and sole shareholder of

No Name Mineral Consultants Ltd.

- 27 -

George F. Ross, P. Eng. , the President, a director and

the technical co-ordinator of the Corporation, and referred to throughout

this prospectus, will be paid $500 monthly for his services as

technical co-ordinator, and may, in addition, be called upon to provide

field examination for the Corporation for which he will be paid at

applicable rates as prescribed by the Association of Professional

Engineers of Ontario.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Reference is made to the caption "Promoter" on page 23

for particulars concerning the issuance of 500,000 preference shares

and warrants entitling him to purchase 175,000 common shares of the

Corporation to George F. Ross, the President and a director of the

Corporation, and its promoter. Brian P. McDonough, a director of the

Corporation is the President, sole director and shareholder

of No Name Mineral Consultants Ltd., the vendor to the Corporation of

the Moss Township, Ontario, Property. As consideration for such

acquisition, the Corporation issued 100,000 common shares to the vendor,

whereof the vendor has agreed to sell 35,000 shares to the Underwriter

at 35 cents per share, and will retain the balance of 65,000 shares.

The 35,000 vendor shares will form part of the secondary offering under

this prospectus. Reference is made to the sub-captions "Moss Township,

Ontario, Property", on page 4 and "Secondary Offering" on page 14

for further particulars in this regard.

- 28 -

PRIOR SALES

By an underwriting agreement made with the Corporation

on January 26, 1979, A. C. Macpherson S Co. Limited, the Underwriter

under this prospectus, purchased 350,000 shares of the Corporation at

the price of 30 cents per share, thereby providing the Corporation with

$107,529. The Underwriter sold such 350,000 shares to the public under

the prospectus of the Corporation dated March 15, 1979, together with

100 shares of the 175,000 shares comprising the secondary offering, at

the price of 60 cents per share during the months of March to June

inclusive, of 1979, and received as total proceeds therefrom

the sum of $105,600 (after deducting the cost of purchasing such shares

from the Corporation).

In addition to the sale of such 350,000 underwritten shares,

and the 100 secondary shares as aforesaid, the Underwriter, as selling

security holder under the prospectus, dated March 15, 1979, sold to the

public by way of a secondary offering, during June and July, 1979,

174,900 previously issued shares of the Corporation, being the balance of

the 175,000 secondary shares, and received as total proceeds therefrom

the sum of $139,420 being 92,450 shares at 75 cents per share, and 82,450

shares at 85 cents per share.

The 175,000 shares sold under the secondary offering were

acquired by the Underwriter from George F. Ross, the President and a

director of the Corporation, and named throughout this prospectus, by

agreement dated Januay 18, 1979. The actual total number of shares

purchased by the Underwriter from Mr. Ross for the sum of $12,800 was

191,000 shares. The balance of 16,000 shares was not included in the

secondary offering under the prospectus dated March 15, 1979, but will

- 29 -

form part of the secondary offering under this prospectus.

A total of 175,000 shares will be offered by way of a secondary

offering under this prospectus by the Underwriter and consist of 105,000

commission shares issued by the Corporation to the Underwriter, the 16,000

shares originally purchased from Mr. Ross as aforesaid, 35,000 vendor

shares purchased from the Vendor of the Moss Township, Ontario, Property,

by the Underwriter, and 19,000 previously issued shares purchased in the

market by the Underwriter at ah average price of 33 cents per share.

- 30 -

MATERIAL CONTRACTS

'he only material contracts entered into by the Corporation

within the last two years, copies of which may be inspected at the head

office of the Corporation during normal business hours while the shares

offered hereunder are in the course of public distribution, are as

follows:

1. Agreement made as of the 26th day of January, 1979, between

Bruce Davidson, lan Park and Colin Bowdidge, as Optionors and the

Corporation covering the option on the Cavendish Township, Ontario,

Property and referred to under the caption "Prior Property Interests"

on page 8.

2. Underwriting agreement made as of the 26th day of January, 1979,

between the Corporation and A.C. Macpherson fi Co. Limited and

referred to under the caption "Offering" on page 12.

3. Agreement made as of the 26th day of January, 1979, between the

Corporation and George F. Ross, P. Eng., respecting his subscription

for preference shares of the Corporation and the issuance to him of

warrants, and referred to under the captions "Capital Structure"

on page 9 and "Promoter" on page 23.

4. Agreement made as of the 15th day of January, 1980, between No

Name Mineral Consultants Inc. as Vendor, and the Corporation as

purchaser, covering the acquisition of the Moss Township, Ontario,

Property, and referred to under the sub-caption "Moss Township, Ontario,

Property" on page 4.

- 31 -

5. Underwriting agreement made as of the 15th day of January,

1980, between A.C. Macpherson S Co. Limited and the Corporation,

and referred to under the caption "Offering" on page 12.

6. Share purchase agreement made as of the 15th day of January,

1980, between No Name Mineral Consultants Inc. and A.C. Macpherson

S Co. Limited, and referred to under the sub-caption "Secondary

Offering" on page 14.

HISTORY OF PROMOTER

Reference is made to the caption "Promoter" on page 23,

George F. Ross, P. Eng., referred to throughout this prospectus is the

promoter of the Corporation and has acted as promoter for certain junior

resource companies. Particulars concerning the various companies are as

follows:

Bonnacord Explorations LimitedUnderwriter T.A. Richardson S Co. Ltd.,

Underwriting proceeds $185,000 Field Expenses $82,200 Date 1973 - 1974

Northern Atlas Explorers Limited Private Placement 251360 Investment Co.Ltd.,

Principal M. Ross BearBest Efforts Distribution Goodwin Harris, Co. Ltd., Underwriting Proceeds $334,000 Field Expenses $237 f 480 Date 1972

La-Chib Mines Limited Norwich Investments Limited Underwriters Rosmar Corporation Limited

Durham Securities Corporation Limited

Underwriting proceeds $180,000 Field Expenses $36,755 Date 1977 - 1978

Spanex Resources LimitedUnderwriters J. Appleby Securities LimitedUnderwriting Proceeds $150,000Field Expenses $61,273Date 1978 and 1979

-32-

HISTORY OF MANAGEMENT\

A - Active Exploration CompanyGC - Corporate Charter CancelledCT - Subject to a Cease Trading OrderD - Dormant Exploration CompanyI - Inactive Exploration CompanyM - MergedU - Status Unknown

The association of the directors and officers of the

Corporation during the past ten years with junior resource companies

are as follows:

Mr. Ross has been a director and/or officer of the following

junior resource companies: Bonnacord Explorations Limited, CC; Canada

Costa Rica Mines Limited, I; Chukuni Gold Mines Limited, I; La Chib

Mines Limited, A; Mount Pleasant Mines Limited, A; Northern Atlas

Explorers Limited, CT; Spanex Resources Limited, A.

Mr. McDonough has been a director and/or officer of the

following junior resource companies: Aumac Explorations Limited, D;

Coulee Lead and Zinc Mines Limited, D; Chukuni Gold Mines Limited, I;

Firespur Explorations Ltd., A; Headway Red Lake Mines Limited, CC;

Spanex Resources Limited, A: Ville Marie Explorations Limited, D.

Mr. McDonough was also promoter of Cable Copper Mines Limited.

Mr. Torrance has been a director and/or officer bf the

following junior resource company: Saskuran Exploration Inc, I.

- 33 -

Mr. Munger has been a director and/or officer of the

following junior resource companies: Cable Copper Mines Limited,

A; Canabec Explorations Limited, A; Claymac Mines Limited, D;

Consolidated Louanna Gold Mines Limited, A; Consolidated Summit

Mines Limited, A; Deer Horn Mines Limited, GC: Forefront Consolidated

Explorations Ltd., A; Frankfield Explorations Limited, A; Frodac

Consolidated Energy Resources Ltd., A; Gambit Consolidated

Explorations Limited, A; Gold Ridge Mines Inc., A; Great Bear Silver

Mines Limited, A; Great Pine Mines Limited, CC; Gull Lake Energy

Resources Ltd., A; Hubert Lake Ungava Nickel Mines Limited, D; La Chib

Mines Limited, A; Marmac Resources Limited, A; Melrose Explorations

Ltd., A; Merit Explorations Inc., A; Mid-West Energy Inc., A;

Milner Consolidated Silver Mines Limited, A; Minedel Mines Limited,

A; Patricia Silver Mines Limited, CC; Pine Ridge Exploration Company

Ltd., A; Rado Reef Resources Inc., A; Rich Point Mines Limited, A;

Royco Mines S Energy Limited, A; Silver Leader Mines Limited, A;

Silver Shield Mines Inc., CT; Silver Town Mines Limited, CC; Solo

Resources S Energy Inc., A; Spanex Resources Limited,A; Triangle

Explorations Ltd., A; Trinova Resource Explorations Ltd., A;

Us-Ca-Mex Explorations Limited, A; and Zarina Explorations Ltd., A;

It is ordinarily unnecessary for the directors and/or

officers to devote more than 5?; of their time to managing the affairs

of any of the foregoing companies. However, the directors and/or

officers are available and carry out their duties and responsibilities

whenever the affairs of any particular company requires. The lists of

companies referred to above are complete to the best of the directors'

- 34 -

know"1 ige and belief.

-35-

Thorne F' ideUS CO, CHARTERED ACCOUNTANTS

AUDITORS' REPORT

To the Directors ofMountainview Explorations Inc.

We have examined the balance sheet of Mountainview Explorations Inc. as

at October 31, 1979 and the statements of administrative expenses and deficit,

deferred exploration and development expenditures and changes in financial

position for the five years then ended. Our examination was made in accordance

with generally accepted auditing standards, and accordingly included such tests

and other procedures as we considered necessary in the circumstances.

In our opinion, these financial statements present fairly the financial

position of the company as at October 31, 1979 and the results of its operations

and the changes in its financial position for the five years then ended in

accordance with generally accepted accounting principles applied on a consistent

basis .

Toronto, CanadaMarch 3, 1980 Chartered Accountants

Offices across Canada: internationally McLmtock Main Lafrcntz fi Co.

- 36 -

MOUNTAINVIEW EXPLORATIONS INC.

(Incorporated under the laws of Ontario)

BALANCE SHEET AS AT OCTOBER 3 1, 1979

ASSETS

CURRENT ASSETS Cash Accounts receivable

FURNITURE AND FIXTURES, at cost net of accumulated

depreciation of $522

MINING PROPERTIES AND RELATED EXPENDITURES (notes l and 4)

Mining claims, at cost Deferred exploration and development expenditures

$ 34,48514,177 $48,662

2,089

5,00028,793 33,793

LIABILITIES

CURRENT LIABILITIESAccounts payable and accrued liabilities

SHAREHOLDERS' EQUITY

CAPITAL STOCK (notes 2, 3 and 4) Authorized

500,000 voting preference shares, redeemable

at par value of l/10th of l cent per share

five years from the date of issuance

3,000,000 Common shares without par value

Issued500,000 Preference shares 950,004 Common shares

CONTRIBUTED SURPLUS (note 3(a))

DEFICIT

$ 9,151

500237,504238,004

100,085

(262,696) 75,393

Approved by/the Board

/f

Director

Director

- 37 -

MOUNTAINVIEW EXPLORATIONS INC.

STATEMENT OF ADMINISTRATIVE EXPENSES AND DEFICIT

_________Year ended October 31,1979 1978 1977 1976 1975

Administrative expensesBad debts $ 1,441 Legal and audit $ 5,539 600 General 1,398 $ 50 $ 58 827 Accounting, secretarial and

corporate services 1,900Travel (recovery) (4,956) 1,007 781 Remuneration of director and

senior officer 350Rent (recovery) (200) (5,200) 2,400 2,400 Government fee 503Transfer agent's fees (recovery) 2,472 (2,070) 1,000 1,466 $ 500 Shareholders' information ____244 - - ______ ______ _____

12,206 (12,176) 4,465 7,515 500Interest income 2,261 ______ ______ ______ ^^^^^

9.945 (12,176) 4.465 7,515 500

Incorporation expense written off 1,000 Mining claims and related

expenditures written down l 226,157Property investigation expenses 3,548 _______m

3,549 227,157 _____ _____ ——-^13,494 214,981 4,465 7,515 500

DEFICIT AT BEGINNING OF YEAR 249,202 34,221 29,756 22,241 21,741

DEFICIT AT END OF YEAR $262,696 $249,202 334,221 S29,756

- 38 -

MOUNTAINVIEW EXPLORATIONS INC.

STATEMENT OF DEFERRED EXPLORATION AND DEVELOPMENT EXPENDITURES

______Year ended October 31,1979 1978 1977 1976 1975

Cavendish Township, OntarioDiamond drilling $18,000 Government fees 530 Engineering 2,500 Supervision 4,350 Line cutting, clearing and surveys 9,071 Supplies and general 175 Depreciation 522 Assays 324 Travel 706

36,178 Deduct

Government exploration assistance 12,38523,793

Property InvestigationEngineering 1,800Travelling 1,526Assays and general ___222

3,548 Other properties $ 126 $ 126 $ 126 $ 126

Technical co-ordinator 5,000 _____ _____ _____ , w- .32,341 126 126 126 126

Balance at beginning of year Nil 40,325 40,199 40,073 39,94732,341 40,451 40,325 40,199 40,073

Deduct amounts written offProperty investigation costs 3,548Expenditures on properties . m_____ 40,451 _____ _____ —-^—.

Balance at end of year S28.793 Nil S40.325 S40.199 S40.073

- 39 -

MOUNTAINVIEW EXPLORATIONS INC.

STATEMENT OF CHANGES IN FINANCIAL POSITION

_________Year ended October 31,1979 1978 1977 1976 1975

WORKING CAPITAL DERIVED FROM Decrease in amount due from

former parent company $ 1,441 $ 126

Increase in amount due to director 5 1,141 951

Administrative expenses recovered(net) less item not involvingworking capital $ 7,346

Deferred exploration anddevelopment expendituresrecovered 1,793

Proceeds on issue of preferenceshares ? 500

Proceeds on sale and issue ofcommon shares (net) 100,089 ______ _____ _____ - .

100,589 9,139 1,141 2,392 126

WORKING CAPITAL APPLIED TOAcquisition of mining claims 5,000 Deferred exploration and development

expenditures less depreciationwhich does not involve workingcapital 31,819 126 126 126 126

Acquisition of fixed assets 2,611 Reduction in due to director 4,000Administrative expenses 9,945 4,465 7,515 500

Decrease in deferred liabilties ______ ______ _____ _____ 7,53253,375 126 4,591 7,641 8,158

INCREASE (DECREASE) IN WORKINGCAPITAL POSITION 47,214 9,013 (3,450) (5,249) (8,032)

WORKING CAPITAL (DEFICIENCY) ATBEGINNING OF YEAR (7,703) (16,716) (13,266) (8,017) ____15

WORKING CAPITAL (DEFICIENCY) ATEND OF YEAR $ 39,511 S (7,703) S16.716 $13,266 $ 8,017

- 40 -

MOUNTAINVIEW EXPLORATIONS INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1979

OPTION ON MINING CLAIMSBy an agreement dated January 26, 1979 the company acquired an option

on 32 unpatented mining claims in Cavendish Township, Province of Ontario.

The option extends for a period of 24 months from March 15, 1979. The

company paid $5,000 and also commenced an exploration and development

program. The option requires additional payments of $5,000 each to be

made within 12 months and 24 months from the acceptance date. In the

event the option is exercised the company will acquire a 1 007. interest in the claims subject only to a 3% royalty to the optionors.

ARTICLES OF AMENDMENTPursuant to Articles of Amendment effective March 6, 1979 the company changed

its name from Superior Copper Mines Limited to Mountainview Explorations Inc.

and increased its authorized capital by creating 500,000 preference shares

with a par value of l/lOth of l cent per share redeemable at the par value

five years from date of issuance.

The company has authorized the creation of warrants to accompany the preference

shares. The warrants, which permit the holder to subscribe for common

shares on a share for warrant basis, may be exercised during the five year period following the issuance of the preference shares. As warrants

are exercised the underlying preference shares shall be redeemed by the company on a share for warrant exercised basis.

CAPITAL STOCK(a) Of the 950,004 issued shares of the company 325,000 shares are held in

escrow by a trustee for the benefit of the company and its shareholders (see note 4(b)). Originally 675,000 shares were held by the trustee.

However, during the year the company sold 350,000 shares for $107,529

less issue expenses of $7,444 which consideration, was credited to contributed surplus.

(b) During 1979 the company issued:

(i) 500,000 preference shares for a cash consideration of $500.

(ii) 4 common shares for a cash consideration of $l per share.

(c) Pursuant to an agreement dated January 26, 1979 between the company

and its President, the President purchased from the company 500,000

preference shares for $500 and the company:

(i) Issued warrants to the President entitling him to purchase within five years 87,500 common shares of the company at 37.5 cents per share. This number of common shares have been reserved for exercise of the warrants.

(ii) Agreed that to the extent that it receives funds from the sale of its common shares, it will issue to the President additional warrants to a maximum of 412,500 entitling him to purchase common shares. Such warrants will be issued on the basis of one warrant for every four common shares sold by the company and the price at which common shares may be purchased thereunder will be equal to one and one- quarter times the price received by the company from the sale of its common shares with respect to which such warrants are issued.

- 41 -

MOUNTAINVIEW EXPLORATIONS INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

OCTOBER 3 1, 1979

4. SUBSEQUENT EVENTS(a) Pursuant to an agreement dated January 15, 1980 the company will

acquire 13 unpatented mining claims in Moss Township, Province of

Ontario in consideration for issuing 100,000 common shares. The acceptance date for this agreement is three business days following the date on which the Ontario Securities Commission issues its final receipt for a prospectus of the company.

(b) By an agreement dated January 15, 1980 between the company and an underwriter, the underwriter agreed to subscribe for 350,000 common shares of the company at 35 cents per share, of which 325,000 shares

will be allotted from the donated shares held by a trustee for the benefit of the company (see note 3(a)) and 25,000 shares will be allotted and issued from treasury.

The underwriter is obligated to pay for the underwritten shares as

follows:

140,000 shares within 30 days from acceptance date.117,143 shares within 60 days from acceptance date.92,857 shares within 90 days from acceptance date.

In consideration for this underwriting and a previous underwriting

by the underwriter of 350,000 shares, the company agreed to issue

to the underwriter 105,000 shares ("bonus shares") which will be issued as the underwritten shares are taken down and paid for by

the underwriter.

The acceptance date of the agreement is the date on which the Ontario Securities Commission issues its final receipt for a prospectus of

the company.

-42-

There are no other material facts,

DATED this 3rd day of March, 1980.

The foregoing constitutes full, true and plain disclosure of all

material facts relating to the securities offered by this prospectus

as required by Part XIV of The Securities Act 1978 (Ontario) and the

regulations thereunder.

GEORGE F.Chief Executive Officer

V FRED MONGER,,Chief Financial Officer

BRIAN MCDONOUGH, Director

WILLIAM R.L. TORRANCE Director

PROMOTER-A ̂ ~7xyi/

GEORGE ROSS

UNDERWRITER

To the best of our knowledge, information and belief,

the foregoing constitutes full, true and plain disclosure of all

material facts relating to the securities offered by this prospectus

as required by Part XIV of The Securities Act 1978 (Ontario) and the

regulations thereunder.

DATED this 3rd day of March, 1980.

A.C. MacPHERSON & CO.LIMITED

Per: "Bruce M. YoungJ] ,

6

383/218 3832191f ' J

l y 288296