PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Current Directors and Executive Officers
As of the date of this Annual Report, the Company's directors and executive
officers are as follows:
NAME AGE OFFICE HELD
Richard Bachman(1) 51 President and Director
Luis Goyzueta(2) 31 Director
Michael Iverson(3) 53 Director
Notes:
(1)
Mr. Bachman was appointed a Director and President of the Company on September
28, 2005.
(2)
Mr. Goyzueta was appointed a Director of the Company on August 31, 2005.
(3)
Mr. Iverson was appointed a Director of the Company on March 1, 2002. Mr.
Iverson resigned as President of the Company on September 28, 2005.
The Directors hold their positions until the next annual general meeting of the
Company's shareholders or until their successors are duly elected and qualified.
The Company's executive officers serve at the pleasure of the Board of
Directors.
The backgrounds of our directors and executive officers are as follows:
RICHARD BACHMAN: Mr. Bachman has been the President and a director of the
Company since September 28, 2005. Mr. Bachman's work experience includes 22
years working with Homestake Mining Company in various capacities ranging from
exploration to mine operations. From 1995 to 1998, he was the Regional Geologist
for Brazil where he directed a staff of 46 and was responsible for a $2.5
million annual exploration budget. He conducted a countrywide assessment that
resulted in the acquisition of a one million hectare property in a 20 million
ounce gold district in the Amazon.
From 1999 to 2000 Mr. Bachman was the Regional Geologist for Peru where he
directed a staff of 10 and refocused Homestake's existing exploration program,
which resulted in the evaluation of 83 properties in 24 months and yielded one
new discovery. From 2001 to 2002, he was Homestake's Regional Geologist,
International Special Projects, where he designed and successfully implemented
reconnaissance programs in southern Argentina that resulted in the evaluation of
63 properties with five advancing and the coordination and field review of 22
properties.
From 2002 until now, Mr. Bachman has acted as President and Consulting
Professional Geologist for Minera Teles Pires Inc., a Reno, Nevada company. Mr.
Bachman holds a Bachelors of Science degree in Geological Engineering from the
South Dakota School of Mines and Technology and is a Certified Professional
Geologist with the American Institute of Professional Geologists.
LUIS HUMBERTO GOYZUETA: Mr. Goyzueta has been a director of the Company since
August 31, 2005. Mr. Goyzueta has an impressive track record spanning over
seven years working as an executive with natural resource companies in Peru. He
is General Manager and serves on the Board of Directors of Interpacific Oil,
Peru´s only biodiesel company. He also serves on the Board of Directors of
Oiltec, Gulf Oil International's partner in Peru. Furthermore, he is President
of two Peruvian mining companies, Compania Minera Moria and Minera Inka Sol. In
addition to his Peruvian natural resource expertise, Mr. Goyzueta holds a degree
in Economics and Finance from Bentley College in Boston, and has a large network
of high level contacts throughout Latin America. Mr. Goyuzeta is also a
director of Andresmin Gold Corp.
MICHAEL IVERSON: Mr. Michael Iverson has been a director of the Company since
March 1, 2002 and served as the President of the Company until September 28,
2005. Mr. Iverson has spent the last 12 years managing and administrating
public companies in the exploration and mining sector. From 1992 to 2000 Mr.
Iverson served as a director and president of Sasha Ventures (now eShippers
Management Ltd.) a TSX listed company that maintains a web based application
service, Inter Shipper, which delivers shipping information for all shipping
rate tables. From 1998 to present Mr. Iverson is a director and recently become
the President of Niogold Corporation, a TSX listed mining and exploration
company. From 1998 to present Mr. Iverson has served as a director and CEO of
Fortuna Ventures Inc., a TSX listed mining and exploration company. Even though
Mr. Iverson lacks the professional, and technical credentials he has a vast
amount of hands on experience and knowledge in the exploration and mining
sector, where his duties have included administrating and managing the day to
operations of a public mining exploration company as well as hiring,
coordinating and overseeing exploration crews.
Significant Employees /Consultants
Mr. Richard Bachman provides his services to the Company through a consulting
agreement entered into between the Company and Minera Teles Pires Inc., dated
September 27, 2005.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no present or former director or
executive officer of the Company: (1) filed a petition under the federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or present of such a
person, or any partnership in which he was a general partner at or within two
yeas before the time of such filing, or any corporation or business association
of which he was an executive officer within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliated
person, director of any investment company, or engaging in or continuing any
conduct or practice in connection with such activity; (ii) engaging in any type
of business practice; (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal commodity laws; (4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be associated with persons
engaged in any such activity; (5) was found by a court of competent jurisdiction
in a civil action or by the Securities and Exchange Commission to have violated
any federal or state securities law and the judgment in subsequently reversed,
suspended or vacate; (6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
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Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act, as amended, requires our executive officers,
directors and persons who beneficially own more than 10% of our shares of common
stock to file reports of their beneficial ownership and changes in ownership
(Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers,
directors, and greater-than-ten percent holders are required to furnish us with
copies of all Section 16(a) forms they file.
Based solely upon a review of the Forms 3, 4, and 5 furnished to us for the
fiscal year ended March 31, 2006, we have determined that our directors,
officers, and greater than 10% beneficial owners complied with all applicable
Section 16 filing requirements, except as described below.
Mr. Michael Iverson failed to timely file his initial Form 3 relating to his
appointment as a director and executive officer of the Company when the Company
first became a reporting issuer. Mr. Iverson has been informed of such, and is
in the process of filing his Form 3.
Mr. Luis Goyzueta failed to timely file his initial Form 3 relating to his
appointment as a director of the Company on August 31, 2005. Mr. Goyzueta has
been informed of such, and is in the process of filing his Form 3.
Mr. Richard Bachman has failed to timely file his initial Form 3 relating to his
appointment as a director and executive officer of the Company on September 28,
2005. However, Mr. Bachman filed his Form 3 on July 13, 2006. In addition, Mr.
Bachman failed to file his Form 4 within two days of June 8, 2006, the date on
which International Mineral Resources Ltd. ("IMR"), a company wholly owned by
Mr. Bachman, was issued 8,000,000 (pre-split) shares in accordance with the
Assignment Agreement discussed above. However, Mr. Bachman filed his Form 4 on
July 13, 2006.
IMR has failed to timely file its initial Form 3 relating to the issuance of
8,000,000 (pre-split) shares in accordance with the Assignment Agreement
discussed above. IMR has been informed of such, and is in the process of
obtaining EDGAR codes in order to file its Form 3.
Information concerning the Company's audit committee, including designation of
the "Audit Committee Financial Expert" under applicable Securities and Exchange
Commission rules
At the present time, the Company does not have an audit committee, nor does it
employ a financial expert. We currently rely on our book-keeper, our
accountant, and our auditor to prepare and audit our financial statements, and,
of these, only our book-keeper is a full time employee of the Company. The
Company intends to appoint an audit committee in the near future.
Code of Ethics
At the present time, the Company has not adopted a code of ethics as it is still
in the early stages of developing its business. The Company intends to adopt a
code of ethics in the future.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation paid by
the Company to the Chief Executive Officer during the three most recent fiscal
years. The Company did not have any other highly compensated executive officers
with annual salary and bonus in excess of $100,000 per year.
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Annual compensation Long-term compensation
Awards Payouts
Name and Securities
principal Year Other annual Restricted underlying All other
position Salary Bonus compensation stock options/ LTIP compensation
($) ($) ($) award(s) SARs payouts ($)
($) (#) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Richard 2006 60,000 Nil Nil Nil Nil Nil Nil
Bachman(1) (3)
President,
& Director
Michael 2006 Nil Nil Nil Nil Nil Nil Nil
Iverson(2) 2005 Nil
2004 Nil
Director
Notes:
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(1)
Mr. Bachman was appointed the President of the Company on September 28, 2005.
(2)
Mr. Iverson resigned as the Company's President on September 28, 2005.
(3)
Effective October 1, 2005, the Company began paying under a management
consulting agreement with Minera Teles Pires Inc., a company controlled by Mr.
Bachman. The agreement provides a fixed fee of $10,000 per month of which
$5,000 is paid and the other $5,000 deferred until financing is obtained by the
Company. As at yearend, $30,000 in management fee has been paid to Minera Teles
Pires Inc. and $30,000 has been accrued.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information as of the date of this Annual Report,
with respect to the Company's directors, named executive officers, and each
person who is known by the Company to own beneficially, more than five percent
(5%) of the Company's common stock, and with respect to shares owned
beneficially by all of the Company's directors and executive officers as a
group. Common Stock not outstanding but deemed beneficially owned by virtue of
the right of an individual to acquire shares within 60 days is treated as
outstanding only when determining the amount and percentage of Common Stock
owned by such individual. Except as noted, each person or entity has sole
voting and sole investment power with respect to the shares shown.
As of the date of this Annual Report, there are 94,425,600 shares of common
stock issued and outstanding.
Name and Address of Position Amount and Nature Percent of
Beneficial Owner of Beneficial Common Stock (1)
Ownership
Michael Iverson Director 33,420,000 shares 35.39%
24549 - 53rd Ave. (Direct ownership)
Langley, B.C.
Canada V2Z 1H6
Richard Bachman President and Director 16,000,000 (2) 16.94%
c/o 10580 N. (Indirect
McCarran Blvd., ownership)
Building 115-208
Reno, NV 89503
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Luis Goyzueta Director Nil Nil
Calle Alonso de
Molina
332 Monterrico,
Surco
Lima, Peru
International Shareholder 16,000,000 (4) 16.94%
Mineral Resources (Direct ownership)
Ltd. (3)
c/o No. 1 Caribbean
Place
P.O. Box 97
Leeward Highway
Providenciales
Turks & Caicos
Islands
BWI
All Directors and 49,420,000 (5) 52.33%
Officers as a group
(3 persons)
(1)
Beneficial ownership of common stock has been determined for this purpose in
accordance with Rule 13d-3 under the Exchange Act, under which a person is
deemed to be the beneficial owner of securities if such person has or shares
voting power or investment power with respect to such securities, has the right
to acquire beneficial ownership within 60 days or acquires such securities with
the purpose or effect of changing or influencing the control of the Company.
(2)
This figure includes 16,000,000 (post-split shares on a basis of two new for
each one old share effective July 3, 2006) held by International Mineral
Resources Ltd. ("IMR"), of which Mr. Richard Bachman has sole voting and
dispositive power of the 16,000,000 shares held by IMR.
(3)
Mr. Richard Bachman is the beneficial owner of IMR.
(4)
IMR is a corporation organized under the laws of the Turks & Caicos Islands,
BWI, and Mr. Bachman has sole voting and dispositive power of the 16,000,000
shares held by IMR.
(5)
This figure includes 33,420,000 shares held directly by Michael Iverson and
16,000,000 shares indirectly owned by Richard Bachman through IMR, of which Mr.
Bachman has sole voting and dispositive power.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of our directors or officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any transaction since
our incorporation or in any presently proposed transaction which, in either
case, has or will materially affect us, other than as described below.
Mr. Bachman, the President and a Director of the Company, is the sole
shareholder of IMR.
Mr. Bachman was the sole shareholder of IMR during the time the Company entered
into its Assignment Agreement with IMR, dated September 22, 2005, however, Mr.
Bachman did not hold any positions with the Company as at that time.
On September 27, 2005, the Company entered into a Consulting Agreement with
Minera Teles Pires Inc. ("Minera"), a Nevada corporation, whereby Mr. Richard
Bachman on behalf of Minera will provide administrative and technical consulting
services in North America or other locations as requested by the Company, which
includes, but is not limited to: (i) acting as President and Director of the
Company; (ii) managing and advising on procedures and protocols related to the
exploration programs related to the Rio Chubut Uranium Project in Southern
Argentina; and (iii) directing the Company's acquisition program by providing
leadership in negotiations on third party mineral properties. As compensation
to Minera for the services to be provided by Mr. Bachman, the Company agreed to
pay a monthly consulting fee of $10,000, however, until sufficient financing is
obtained the Company will pay one half of the $10,000 monthly fee ($5,000) with
the remaining $5,000 to be deferred until financing is obtained. In addition,
the Company agreed to pay all out-of-pocket expenses, including, but not limited
to: (i) transportation and reasonable living expenses to, from and whole located
at the job site - air fare by coach class; (ii) car rental charges including
insurance coverage, in the event a rental car is required to commute to, from,
and while operating at the job site; and (iii) long distance telephone charges,
photocopy, drafting and plotting services if not provided at the Company's
location.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.
ITEM 13. EXHIBITS
The following exhibits are filed as part of this Annual Report:
Exhibit #
3.1 * Articles and Bylaws
3.2 Certificate of Amendment to the Articles of Incorporation filed June 2,
2005
3.3 Certificate of Change filed June 2, 2005
3.4 Articles of Incorporation of Urex Energy Corp. filed June 7, 2006
3.5 (1) Articles of Merger filed on June 8, 2006 and which is effective June 21,
2006
3.6 (2) Certificate of Change filed June 8, 2006 and which is effective June 21,
2006
3.7 (3) Certificate of Correction filed June 23, 2006 with respect to the
Certificate of Change
3.8 (4) Certificate of Correction filed June 23, 2006 with respect to the
Articles of Merger
10.1 Assignment Agreement between the Company and International Mineral
Resources Inc., dated September 22, 2005
10.2 Option Agreement between International Mineral Resources Inc. and United
Energy Metals S.A., dated September 21, 2005
10.3 Agreement and Plan of Merger between Urex Energy Corp. and Lakefield
Ventures Inc., dated June 8, 2006
23.1 Consent of Brian Cole, P.Geo., Geologist (included in Exhibit 99.2)
31.1 Certificate pursuant to Rule 13a-14(a)
31.2 Certificate pursuant to Rule 13a-14(a)
32.1 Certificate pursuant to 18 U.S.C. §1350
32.2 Certificate pursuant to 18 U.S.C. §1350
99.1 Consulting Agreement between the Company and Minera Teles Pires Inc.,
dated September 27, 2005
99.2 Independent Review of the Rio Chubut Uranium Project prepared by Brian
Cole, P.Geo., dated September 23, 2005
(*) Previously filed as an exhibit to our registration statement on Form 10-SB
filed on February 27, 2003 and incorporated by reference
(1) Previously filed as Exhibit 99.1 to the Form 8-K filed on July 5, 2006 and
incorporated by reference
(2) Previously filed as Exhibit 99.2 to the Form 8-K filed on July 5, 2006 and
incorporated by reference
(3) Previously filed as Exhibit 99.3 to the Form 8-K filed on July 5, 2006 and
incorporated by reference
(4) Previously filed as Exhibit 99.4 to the Form 8-K filed on July 5, 2006 and
incorporated by reference
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
Our current principal accountants, Jewett, Schwartz & Associates, and our former
principal accountants, Morgan and Company billed the following fees for the
services indicated.
2006 - $12,300
2005 - $10,000
2004 - $3,000
(2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported in the preceding paragraph:
2006 - Nil
2005 - Nil
2004 - Nil
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:
2006 - Nil
2005 - Nil
2004 - Nil
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products
and services provided by the principal accountant, other than the services
reported in paragraphs (1), (2), and (3) was:
2006 - Nil
2005 - Nil
2004 - Nil
Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements, the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.
Our board of directors' policy is to pre-approve all audit and permissible
non-audit services performed by the independent accountants. These services may
include audit services, audit-related services, tax services and other services.
Under our board of directors' policy, pre-approval is generally provided for
particular services or categories of services, including planned services,
project based services and routine consultations. In addition, our board of
directors may also pre-approve particular services on a case-by-case basis. Our
board of directors approved all services that our independent accountants
provided to us in the past two fiscal years.
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