About EDGAR Online | Login
 
The following is an excerpt from a SB-2/A SEC Filing, filed by MONGOLIAN EXPLORATIONS LTD on 9/10/2004.
Next Section Next Section Previous Section Previous Section
VANGUARD MINERALS CORP - SB-2/A - 20040910 - MANAGEMENTS_DISCUSSION

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OF ORGANIZATION SINCE INCEPTION TO SEPTEMBER 1, 2004

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up, pre-exploration stage corporation and have not yet generated or realized any revenue from our exploration activities.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenue and no revenue are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time are investments by others in Mongolian Explorations Ltd. We must raise cash to implement our project and stay in business.

To meet our need for cash we are attempting to raise money from this offering. Whatever money we do raise will be used as set forth in the Use of Proceeds section of this prospectus. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need from this offering to complete our exploration of the property, we will be required to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers and directors, however, our officers and directors are unwilling to make any commitments to loan us any additional money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it we will either be required to suspend exploration activities until we do raise the cash, or cease exploration activity entirely. If we raise the maximum amount from this offering, we believe the money will last a year and allow us to operate for a period of at least twelve months. Accordingly, we believe we will not be required to raise additional capital during the next twelve months. Other than as described in this paragraph, we have no other financing plans.

Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

We may attempt to interest other companies to undertake exploration work on the property. We do not intend to try to develop the reserves ourselves. By this we mean that when we locate a property that we believe has the potential to be mined, we will invite other mining production companies to assist us. We anticipate the other companies will have the expertise and financing for the mining property. This is a common practice which is used in the junior mining sector.

37


If we are unable to complete any phase of exploration because we do not have sufficient money, we will cease exploration activities until we raise more money or try to find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will cease exploration activities. If we cease exploration activities, we will seek other mining opportunities.

We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage corporation and have not generated any revenue from our exploration activities. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our exploration activities. Equity financing could result in additional dilution to existing shareholders.

Other than as described herein, we have no other financing plans.

Critical Accounting Policies

Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

38


Our future exploration activities are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable exploration activity or income from its investments. As of September 1, 2004, we have not generated any revenue, and have experienced negative cash flow from exploration activities. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

Overview

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred an accumulated net loss of ($127,977), ($139,254) and ($184,249) for the period from inception to December 31, 2003, to March 31, 2004 and June 30, 2004, respectively. To date, we have no revenue.

We did not earn any revenue during the 2003 fiscal year. Our auditors’ report on our 2003 financial statements contained an explanatory paragraph stating that due to recurring losses and negative cash flow substantial doubt exists as to our ability to continue as a going concern. See also March 31, 2004 and June 30, 2004 Interim Financial Statements – Note 2 Continuance of Operations.

During the period ended December 31, 2003, we executed shareholder loans totaling approximately $157,410. There can be no assurances that additional equity or other financing will be available, or available on terms acceptable to us.

Our financial statements included in this report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of exploration activities.

Results of Operations

Cash Balances

The company maintains its major cash balances at one financial institution, Bank of Montreal, located at First Bank Tower, 595 Burrard Street, Vancouver, British Columbia, Canada. The balances are insured up to Cdn$60,000 per account by the Canada Deposit Insurance Corporation. As at September 1, 2004, the Company had a cash balance of $28,477. At September 1, 2004, there were no uninsured cash balances.

Fiscal 2003 (Ended December 31, 2003)

Operating expenses from inception to period ended December 31, 2003, totaled $127,977 and the company experienced a net loss of ($127,977) against no revenue. The major expenses during this period were professional fees of $7,000, exploration costs of $99,291, travel and lodging expenses of $13,082, and consulting fees of $8,000. The company did not incur any expenses for wages, rent, and telephone.

The earnings per share (fully diluted – weighted average) was a net loss of $0.044 from inception to period ended December 31, 2003.

39


Three Months Ended March 31, 2004

We experienced an increase in our net loss from ($127,977) as at December 31, 2003, to a net loss of ($139,254) from inception to March 31, 2004, which is a net loss of ($11,277) for the period ended March 31, 2004. We are unable to provide a comparison for the three months ended March 31, 2004, and three months ended March 31, 2003, as we were not incorporated until August, 2003.

Six Months Ended June 30, 2004

From inception to June 30, 2004, we experienced an accumulated net loss of ($184,249), with a net loss of ($11,277) and ($56,272) for the three months ended March 31, 2004 and six months ended June 30, 2004, respectively. We are unable to provide a comparison for the three months ended March 31, 2004 and six months ended June 30, 2004, as we were not incorporated until August, 2003.

Liquidity and Capital Resources

Historically, the company has financed its cash flow and operations from the sale of stock and notes payable to shareholders. The company’s total cash and cash equivalent position as at December 31, 2003 and June 30, 2004 was $75,989 and $32,141 respectively. As at September 1, 2004, we had a cash balance of $28,477.

From inception to the period ended December 31, 2003, net cash used in operating activities, consisting mostly of loss from operations, was ($84,121), and for the three months ended March 31, 2004, accumulated net cash used in operating activities increased to ($88,598), mainly from loss of operations. From inception to the six months ended June 30, 2004, accumulated net cash used in operating activities increased to ($127,969), again mainly from loss of operations.

For the period from inception to December 31, 2003, net cash resulted from advances from shareholders in the amount of $157,410. For the three months ended March 31, 2004, and six months ended June 30, 2004, there were no advances to us.

Working capital deficiency as of December 31, 2003 was ($92,777), and for the three months ended March 31, 2004, the working capital deficiency increased to ($104,054). For the six months ended June 30, 2004, the working capital deficiency decreased to ($99,049).

Current Capital Resources and Liquidity

Our capital resources have been limited. We currently do not, and will not, generate revenue for exploration activities, and to date have relied on the sale of equity and related party loans for cash required for our exploration activities. The company has no external sources of liquidity in the form of credit lines from banks. No investment banking agreements are in place and there is no guarantee that the company will be able to raise capital in the future should that become necessary.

Plan of Operation

We have proceeded with the exploration of the Altan and Ovorkhangai mineral licenses to determine whether there are economic and commercially exploitable reserves of gold and/or base metals. We have undertaken reconnaissance level exploration work to determine if our properties have any potential for developing exploration targets. We have commenced with Phase I of the exploration programs on both licenses. As of the date of this prospectus, we have spent $8,556 on the Altan property. By the terms of a license agreement, we were required to spend $10,000 by December 31, 2003, however, we will spend the remaining balance of $1,444 from Phase I and add it to the Phase II requirements. As such, Ton Fei Fred Tham & Associates have granted us an extension until December 31, 2004, to spend $26,444 on the Altan property.

40


With regard to the Ovorkhangai property, we were required to spend $10,000 by February 28, 2004, however, due to inclement weather and frozen land, we were unable to work on the property until mid-March. As such, we are currently doing work on the property, which we anticipate will total $24,500 and not $10,000.

We had $75,989, $71,740 and $32,141 in cash reserves as at December 31, 2003, April 13, 2004, and June 30, 2004 respectively. As at September 1, 2004, we have $28,477 in cash reserves. Although our cash balance has decreased, as at September 1, 2004, we incurred the majority of our mineral property costs and expenses for Phase I of the exploration programs. As such, even if we are unable to sell any shares in this offering, we anticipate being able to operate for the next twelve months and be able to pay administrative expenses and the balance of the offering expenses. However, we would not be able to pursue Phase II of the exploration programs. Accordingly, even after factoring in expenses such as offering expenses and consulting fees, we were able to proceed with Phase I of both exploration programs without additional financing. If we are able to sell all of the shares being offered from this offering, and if the shareholders demand repayment on their loans, we will be able to repay all $107,410 ($50,000 of the $157,410 shareholders’ loans have been deferred until December 31, 2006, with interest to accrue from July 1, 2005 at 10% per annum on the $50,000). See Exhibit 10.11. However, completion of these exploration expenditures will require further capital to enable us to meet the exploration expenditure requirements under the option agreements for the period through December 31, 2006.

We will assess whether to proceed with Phase II of the exploration programs upon completion of an assessment of the results of Phase I from each property’s geological exploration program. We will require additional funding in the event that we decide to proceed with Phase II of the exploration program. The anticipated cost of the Phase II exploration program is $60,000 ($25,000 for Altan and $35,000 for Ovorkhangai) which is not in excess of our projected cash reserves remaining upon completion of Phase I of the exploration program. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund future phases of the exploration programs. We do not have any arrangements in place for any future equity financing. Further, as previously mentioned, we have promissory notes in the amount of $157,410. However, $50,000 of the $157,410 promissory notes have been deferred until December 31, 2006, with interest to accrue from July 1, 2005 at 10% per annum on the $50,000. See Exhibit 10.11. If we are only able to obtain minimal funding in our primary offering, we anticipate we will be unable to repay all of the notes payable. As stated earlier in this prospectus, the promissory note will only be repaid if/when we sell all 6,000,000 shares in the primary offering. As such, if we are only able to obtain the minimal funding, we anticipate it will hinder our exploration programs on the Altan and Ovorkhangai properties.

41


We believe our cash reserves are sufficient to meet our obligations for the next twelve month period and to pay for the legal and accounting expenses of complying with our obligations as a reporting issuer under the Securities Exchange Act of 1934. These expenses will be in addition to the cost of completing Phase I of the exploration programs.

If we do not complete the cash payments or the exploration expenditures required under the option agreements, then our options will terminate and we will lose all rights and interests in the mineral claims. If we do not secure additional financing we may consider bringing in a joint venture partner to provide the required funding. We have not however, undertaken any efforts to locate a joint venture partner. In addition, we cannot provide investors with any assurance that we will be able to locate a joint venture partner who will assist in funding the exploration of the mineral claims. We may also pursue acquiring interests in alternate mineral properties in the future. (See “Management’s Discussion and Analysis or Plan of Operation”)

42


DESCRIPTION OF PROPERTY

We have options to acquire 100% interests in the Altan and Ovorkhangai property licenses, as described in detail in Item “Description of Business”. We do not own or lease any property other than our options to acquire interests in the Altan and the Ovorkhangai Property Licenses.

Net Smelter Royalty

A 1.5% net smelter royalty payment is required to be paid to Ton Fei Fred Tham and Associates for both properties. Net smelter royalty is defined as the net revenue generated fro the sale of the metal or product produced by a mine. The payments are required to be paid annually and will continue as long as the mine is in production. The payments are limited to cash, unless another method is agreed upon by both parties. If we are unable to pay the royalty payments or fall short of our work exploration programs, we will lose our interests in the Altan and Ovorkhangai property mineral licenses.

UNDURSHIL AIMAG (ALTAN) PROPERTY – SUMMARY DESCRIPTION REPORT

Location and Access

The Altan project area is located in the Undurshil district and spans the Dundgovi province of Mongolia (figure 1). These provinces are located approximately 385 kilometers south of Ulaanbaatar, the Capital of Mongolia. The central point of the license is located approximately 75 kilometers southeast of the nearest town named Undurshil. Access from Ulaanaatar to the town of Undurshil is via the Mongolian interstate highway and access from Undurshil to the property is via a gravel road.

43


44


Property and Ownership

The property was originally comprised of 20,000 hectares (located on map sheet L49-109) in the Dundgovi provinces of Mongolia. However, on August 23, 2004, pursuant to a “Memo Regarding Downsizing of Undershil Aimag (Altan) Property,” the Altan property has been reduced to 8,000 hectares. See Exhibit 10.12. The claims are under license number 4767X, which is held by Ton Fei Fred Tham & Associates. The license was issued on September 27 th , 2002 and is valid for a period of two years and eleven months (see Figure 2 for license boundary). Pursuant to the above-mentioned “Memo Regarding Downsizing of Undershil Aimag (Altan) Property, the license has been renewed as of August 23, 2004.

License Number
Hectares
Date Issued
Period
4767X
20,000
September 27, 2002
2 years 11 months

Figure 2, Altan Claim Boundary Location

45


Conditions to keep mineral title

In order to maintain the mineral title, payments must be made to the Mineral Resources Authority of Mongolia at the following rates:

  • US $0.05 per hectare for the first year and US $0.10 per hectare for each of the second and third years.
  • US $1.00 per hectare for each of the 4 th and 5 th years during the first exploration license renewal.
  • US $1.50 per hectare for each of the 6 th and 7 th years during the second exploration license renewal.

Rock Formations

The Altan property displays typical basin (lows) and range (highs) style topography. The basin is covered with flat lying Devonian (geological period from 345 million to 405 million years ago) to Cenozoic (geological period from 63 million years ago) sediments, with topographic highs associated with igneous intrusions (produced under conditions involving intense heat; “igneous rock” is rock formed by solidification from a molten state) of carboniferous (from 280 million to 345 million years ago, of or relating to the Carboniferous geologic era; “carboniferous rock system”) granite.

The surficial (pertaining to or occurring on or near the earth’s surface) geology of the Altan property consists of old sediments and modern sand and gravel deposits, constituting 60% of the surface exposure. The remaining part of the property is composed of carboniferous Matad (an area in Mongolia) rock granitic (granite formed rock which is “very hard”) complex, limestone and sandstone formations, and Cretaceous (geological era from 63 million to 135 million years ago) basalt (the most common type of solidified lava).

Previous geological studies have shown two geological regions: the Olziit and the South Mongolian Belts, which are separated by a Fault that runs through the center of the property. A portion of the Olziit Metallogenic Belt (geological belt containing or made of or resembling or characteristic of a metal) overlays the northern section of the property and the dominant mineralization associated with this belt includes base metal, precious metal, and gold deposits. A portion of the South Mongolian Metallogenic Belt (geological belt containing or made of or resembling or characteristic of a metal) overlies the southern area of the property. Mineralization found in this belt includes base metal, manganese, and gold-silver mineralization.

The Present Condition

All mineral claims are currently in good standing with the Mongolian Government and are readily available for the company’s activities.

Work Completed 2003

The company is currently involved in a grassroots exploration in Mongolia and in October 2003, Rio Minerals Limited of Vancouver was contracted by Ton Fei Fred Tham & Associates to undertake a reconnaissance geological investigation of the Altan property.

46


The geological program consisted of prospecting (looking for mineralization) and ground truthing (testing the validity of the government geology maps) the Matad (an area in Mongolia) rock complex, the Erdenebayan (an area in Mongolia), and the Hotol (an area in Mongolia) rock formations. The Matad (an area in Mongolia) rock complex is located in the north-east portion of the property whereas the Erdenebayan and Hotol rock formations are located in the southern part of the property. While on the property, the Rio Minerals crew undertook prospecting and ground truthing (testing the validity of the government geology maps). A total of nine ground truth locations (verifying the data on the map verses what seen on the ground) were observed.

Costs for Past and Future Programs
Past Programs Cost

The past mineral exploration programs on the Altan Property have cost $8356.00 USD to date.

Future Program Cost
Travel 2 persons - 4 days $ 2,250.00
Ulaanbaatar to interpret data/plan 2 persons - 1 day $ 850.00
Field 2 persons - 05 days $ 4,250.00
Mongolian Driver/Interpreter 2 persons - 07 days $ 560.00
Mongolian Geologist 1 person - 07 days $ 455.00
Camp Cook 1 person - 07 days $ 250.00
Sub total: $ 8,615.00
Expenses:
Visas 2 persons - 1 country $ 160.00
Accommodation $ 950.00
Meals $ 950.00
Supplies and Rentals $ 650.00
4 x 4 vehicle rental 1 vehicle - 7 days
(gas incl.)
$ 550.00
Air tickets 2 persons $ 3,500.00
Satellite phone $ 500.00
Assays and shipping $ 1,500.00
Report Report $ 4,500.00
Consumables Maps, etc. $ 375.00
Subtotal: $13,635.00
Total $22,250.00

Source of Power

Currently, there are no sources of power on the Altan property; however, the use of portable gas and wind electric generators are common throughout Mongolia.

Clear Statement

The company is currently involved in a grassroots exploration program on the Altan property and is not aware of any economic mineralization on the property.

47


OVORKHANGAI PROVINCE PROPERTY – SUMMARY DESCRIPTION REPORT

Location and Access

This newly acquired mineral property is located in the Ovorkhangai province of Mongolia, between 46? 00' to 46? 20' North and 102? to 102? 28' East. The property is located immediately west of the town of Arvajheer. Access to Arvajheer is via the Mongolian interstate highway. Access to the property from the town of Arvajheer is via a gravel road.

Property and Ownership

The property is comprised of 118,223 hectares located in the Ovorkhangai province of Mongolia. The claim number is 6524X, which is held by Ton Fei Fred Tham & Associates. The license was issued on November 7 th , 2003 and is valid for a period of two years and eleven months; see Figure 3 for license boundary.

License Number
Hectares
Date Issued
Period
6524X
118,223
November 7th, 2003
2 years 11 months

Figure 3. Paleogeographic Interpretation of Southern Mongolia-Central Asia during the Devonian and the Paleotectonic reconstruction for the Early Devonian displaying the Tuva-Mongol arc (simplified and modified from Sengö and Natal’n 1996).

48


Conditions to Keep Mineral Title

In order to maintain the mineral title, payments must be made to the Mineral Resources Authority of Mongolia at the following rates:

  • US $0.05 per hectare for the first year and US $0.10 per hectare for each of the second and third years.
  • US $1.00 per hectare for each of the 4 th and 5 th years during the first exploration license renewal.
  • US $1.50 per hectare for each of the 6 th and 7 th years during the second exploration license renewal.

Rock Formations

Investigations were carried out at the Geological Information Centre in Ulaanbaatar to obtain information pertaining to the geology and mineral potential of the property.

The majority of the property, consisting of the western and central portions (approximately 60%), is underlain by intrusive rocks (diorite, granodiorite, granite). The remaining 40% of the property, mainly the eastern and southeast portions, is underlain by sedimentary (resembling or containing or formed by the accumulation of sediment; “sedimentary deposits”) rocks. The southeast portion is comprised mainly of Devonian (geological period from 345 million to 405 million years ago) age to Carboniferous (from 280 million to 345 million years ago, of or relating to the Carboniferous geologic era; “carboniferous rock system”) age rocks; consisting of variable chert, shale and sandstone. The north and north-easterly portions of the property contain younger sediments.

The Mongolian government geological reports were examined to provide geological information. Report numbers 3912 and 4098 provided the most pertinent information for the Ovorkhangai province property.

All geological maps pertaining to the area were examined closely for mineral occurrences. The focus of the investigation was to gather data pertaining to base metal (metals such as copper, zinc, tin molybdenum mainly used for industrial use) and precious metal (gold, silver, platinum) potential. There are several geochemically anomalous areas outlined on the geological maps that are mainly anomalous (abnormal chemistry of the earth’s crust) in tungsten. Several gold location sites are shown on the geological map for report 3912, but were not referenced in the accompanying text for the report. There is, however, one gold location site on the Mineral Occurrence map for Mongolia. This is a gold occurrence that is located in the northwest corner of the property and is described as an igneous (produced under conditions involving intense heat; “igneous rock” is rock formed by solification from a molten state) related gold occurrence. Also, several placer (an alluvial deposit that contains particles of some valuable mineral) gold occurrences are found just off the northeast corner of the property. Another placer gold occurrence is found in the southwest corner of the property.

The base metal potential for the property is unknown at this point as there are no known occurrences for copper, silver, lead, or zinc. Although numerous samples have been taken during previous surveys, no values approaching economic grade have been obtained.

49


The Present Condition

All mineral claims are currently in good standing with the Mongolian Government and are readily available for the company’s activities.

Proposed Exploration Plan

A field investigation of the undocumented gold occurrences at the northwest corner of the property, the placer (an alluvial deposit that contains particles of some valuable mineral) areas at the northeast and southwest corners of the property, and the examination of the tungsten vein (a layer of ore between layers of rock) area located in the southeast portions of the property are planned.

Program Cost – Currently in progress
Travel 2 persons - 4 days $ 2,250.00
Ulaanbaatar to interpret data/plan 2 persons - 02 days $ 1,700.00
Field 2 persons - 06 days $ 5,100.00
Mongolian Driver/Interpreter 2 persons - 07 days $ 560.00
Mongolian Geologist 1 person - 07 days $ 455.00
Camp Cook 1 person - 07 days $ 250.00
Sub total: $10,315.00
Expenses:
Visas 2 persons - 1 country $ 160.00
Accommodation $ 1,580.00
Meals $ 950.00
Supplies and Rentals $ 650.00
4 x 4 vehicle rental 1 vehicle - 7 days
(gas incl.)
$ 550.00
Air tickets 2 persons $ 3,500.00
Satellite phone $ 500.00
Assays and shipping $ 1,500.00
Report Report $ 4,500.00
Consumables Maps, etc. $ 375.00 Subtotal: $14,265.00
Total $24,580.00

Source of Power

Currently there are no sources of power on the Ovorkhangai province property, however, the use of portable gas and wind electric generators are common.

Clear Statement

The company is currently involved in a grassroots exploration program on the Ovorkhangai province property and is not aware of any economic mineralization on the property.

Property Selection

The Properties were selected based on the technical information obtained from the Geologic Information center in Ulaanbaatar, Mongolia.

50


The technical information used to select the properties was obtained by Derrick Strickland, a professional geologist, and Greg Thompson, also a professional geologist, by spending several days at the Geologic Information center in Ulaanbaatar Mongolia researching publicly available scientific data.

Altan Property Selection -

The Altan property was selected based on the proximity to Ivanhoe Mine Ltd and Magnum d’Or Resources Inc mineral claims. The geologic structure present on the Altan property it genetically related to the same structures on both Ivanhoe Mine Ltd and Magnum d’Or Resources Inc mineral claims. Each of the above companies have had success exploring for mineral resources on their respective properties.

Ovorkhangai Property Selection -

Several gold location sites are shown on a government geological map, but were not referenced in the accompanying text for the report. There is however, one gold occurence referenced on the Mineral Occurrence map for Mongolia. This occurrence is located in the northwest corner of the property and is described as a granitoid (resembling granite in granular appearance) related gold occurrence. Also, a placer (an alluvial deposit that contains particles of some valuable mineral) gold occurrence is found at the southwest corner of the property.

Derrick Strickland, a professional geologist, has created two separate geological reports; one on the Altan property and the other on the Ovorkhangai property.

Greg Thompson, a professional geologist, and Ivan Bebek have visited the Altan and the Ovorkhangai properties.

We intend to continue to use the services of consultants for exploration work on our properties. For future mineral exploration programs the company intends to use the following contractors:

  • Derrick Strickland P.Geo, Geologist, B.sc, MBA, a professional geologist with over 15 years of mineral exploration experience.
  • Greg Thompson P .Geo, Geologist, B.sc, a professional geologist with over 20 years of minerals exploration experience.
  • Rio Minerals Limited of Vancouver, B.C., who has been providing mineral exploration services to the mining industry for over 10 years.

51