Prospectus of Caesar Minerals

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CAESAR MINERALS LIMITED

Head Office Suite 4O2 - 1OO Adelaide St. W. - Toronto 1, Ontario NOT TO BE nsr/.r.©.vo- FP.OM OF rrHE OFFICF. o." r::*.; ^3 Caesar MineralsJLtoiied,T. D~PT. or

FOR FILING AND AS FILED WITH THE PURSUANT TO THE SECURITIES ACT (ONTARIO)

1. CAESAR MINERALS LIMITED (hereinafter called "the Company") was incorporated under the Laws of the Province of Ontario by Letters Patent dated the 3rd day of May, 19.^6. The Head Office is located at Suite 402, 100 Adelaide Street West, Toronto, Ontario.

2. The names, occupations and addresses of the Officers and Directors and Promoter of the Company are as follows: (a) OFFICERS AND NAMES IN FULL ADDRESSES DIRECTORS: AND OCCUPATIONS: IN FULL: President and a Director ...... HAROLD D©ARCY BAKER, 49 Glen Elm AvcniK. Retired. Toronto, Ontario. Vice-President and a Director ROBF.RT MARTIN, 756 Crawford Street, Oil Company Executive. Toronto, Ontario. Secretary-Treasurer and a Director JOHN THOMAS TOKARSKY, 452 Lansdowne Avenue, Accountant. Toronto, Ontario. Director ...... EMANUF.I. CONSTAM, 236 The Donway East, Real Estate Appraiser. Don Mills, P.O., Ont. Director ...... BRUCE AMI F. RT BLACKBURN, 23 Latham Avenue, Supervisor. Toronto, Ontario. (b) PROMOTER: Balsam Investments Limited (hereinafter referred to as "Balsam"), Suite 402, 100 Adelaide Street West, Toronto, Ontario, may bc considered the present Promoter of the Company as it recently acquired 280,000 free shares and 720,000 poo led shares of the Company. 3. FISHER, SANDERS, STERN and NISKER, Chartered Accountants, Room 403, 67 Rich mond Street West, Toronto, Ontario, are the Audi tors of the Company. 4. CHARTERED TRUST COMPANY, 6 4 Wellington Street West, Toronto, Ontario, is the Transfer Agent and Registrar of the Company. 5. The authorized capital of the Company consists of 4,000,000 shares of the par value of SI .00 t©ach, all of one class, namely, common, of which 1,000,005 shares, fully paid and non-assessable, have been allotted and issued to date. 6. The Company has issued no bonds or d cbcntures, nor does it presently propose to issue any. 7. Of a total of 800,000 shares of the Company issued for properties as referred to in Para graph 10 hereof (hereinafter referred to as "vendor shares") certificates representing 720,000 of such shares are presently held in escrow with the Chartered Trust Company, 64 Wellington Street West, Toronto, Ontario, subject to pro rated release amongst the persons entitled thereto only upon the prior written consent of the Ontario Securities Commission. Any dealings with vendor snares within the escrow require the written consent of the Ontario Securities Commission. The 80,000 vendor shares free from escrow, the 200,000 shares prcvious©y purchased for cash (paragraph 8 hereof) and now owned by Balsam and such of the presently escrowed vendor shares as may duly from time to time bc released from escrow, may be offered and sold at the current offering price for shares of the Company, but the proceeds of such shares will not go into the treasury of the Company. 8. As of the date of this Prospectus, the following shares of the Company have been sold for cash: No. OF SHARES PRICE PER SHARE TOTAL COMMISSION PAID OR PAYABLE 5 S 3. 00 (Incorporators) 5.00 Nil 100,000 .10 S 10,000.00 Nil 100,000 .10 10,000.00 S 100.00 200,005 520,005.00 S100.00 9. No securities of the Company, other th an above mentioned, have been sold or issued as of the date of this Prospectus. 10. (a) By Agreement dated the 25th May, 1956 and made between Roy Hamilton (Pros pector), John Aubrey Hamilton (Prospector), both of Hlind River, Ontario, John Aaron Wccse (Manu facturer and Distributor) and Francis McCaul Hawley (Executive), both of the City of Belleville, in the Province of Ontario, as vendors, and the Company as Purchaser, the Company acquired from the vendors 16 unpatcnted mining claims situate in Township 163 and l69^Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario, and being numbered SSM 50312 to SSM 50327 inclusive, for and in consideration of the allotment and issue of 80 0.000 shares of the capital stock of the Company (being vendor shares referred to in Paragraph 7 hereof), of which lO^r were free shares and the balance were subject to the terms of escrow set forth in Paragraph 7 hereof. As far as the signatories hereto arc aware, no person other than the vendors received or were entitled to receive a greater than 5?f interest in the above mentioned vendor shares. Subsequently, the said claims were permitted to lapse because of the failure to do the required assessment work. The Company caused 9 of the said mining claims © SSM 50314 50317 50324 50315 50322 50326 50316 50323 50327 to be re-staked as claims Nos. SSM 59023 to SSM 59031 inclusive. Balsam acquired by purchase all the vendor shares (Paragraph 9) and also the 200,000 shares purchased for cash (Paragraph 8). 10. (b) The said 9 claims referred to in Paragraph (a) arc in Township 163 and 169 Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario. For further particulars as to the location, asscssability and geology of, and the show ing of the claims and the Engineer©s conclusions and recommendations for future work on the claims, reference is made to the report of J. C. Honsberger, B.Sc., P.Eng., dated the 16th December, 1959. which report accompanies and forms part of this Prospectus. There is no surface or underground plan t or equipment on these claims and no work has been done on same by the Company. 10. (c) By Agreement dated 10th September, 1956, the Company acquired all the rights of Francis McCaul Hawley in an option to purchase the mineral rights in Lots 4 and 5, Concession IV, in the Township of Raglan, in the Province of Ontario. The consideration paid by the Company to Hawley was S3,500.00 including the payments ma de by Hawley under the said option. The Company did not exercise the said option and same automatically lapsed. 10. (d) By Agreement dated !0th Scptc mbcr, 1956, the Company acquired all the rights of Francis McCaul Hawley in an option to purchase the mineral rights in Lots 6 and 7, Concession IV in the said Township of Raglan. The consideration paid by the Company to Hawley was S3,500.00 in cluding the payments made by Hawley under the said option. The Company did not exercise the said option and same automatically lapsed. 10. (e) By Agreement dated the 30th d ay of December, 1959, made between Balsam and the Company, the Company acquired from Balsam 20 unpatented mining claims in the County of Abitibi, in the Province of Quebec, described as follows: MINER©S CERTIFICATE CLAIMS LOCATION 171595 1 to 5 Inclusive Boyvinet Township 171596 1 to 5 Inclusive Boyvinet Township 171597 1 to 5 Inclusive Boyvinet Township 17159? 1 to 5 Inclusive Boyvinet Township The consideration paid by the Company to Balsam was S600.00, being the actual cost to Balsam for staking and recording the said claims. The claims were slaked in November, 1959 and no work has been done on same to date, and there is no surface or underground plant or equipment on same.

No person has received or is entitled to receive from the vendors more than a 5# interest in the said S600.00. The only person holding more than a 5 ©/c interest in Balsam is Harold D©Arcy Baker, 49 Glen Elm Avenue, Toronto, Ontario.

10. (f) The claims referred to in Paragraph 10 (e) hereof are located in the central part of the North East quarter of Boyvinct Township, in what is known as the Bachelor Luke Area, about 110 air miles north east of the f .plane base at Scnnctcrrc, Quebec, on the main line of the Canadian National Railway. For further particulars of the location and accessability of the claims, the geology of the area and the conclusions and recommendations of the Company©s Engineer, reference is made to the report of J. C. Honsbcrger, B.Sc., P.Eng., dated the 21st day of December, 1959, which accompanies and forms part of this Prospectus.

11. As far as the signatories hereto .ire aware, no shares and ©or cash consideration have been issued or given, or arc to be issued or given to any Promoter, other than the vendor shares referred to in Paragraph 7 hereof.

12. By an Agreement dated the 30th day of December, 1959 and made between the Com pany and East Trinity Mining Corporation (hereinafter referred ©o as "East Trinity"), Suite 1024, 85 Richmond Street West, Toronto, Ontario, East Trinity, actine on its own behalf, agreed to firmly pur chase 100,000 shares of the Company al the price of 10t© |vr share, payable forthwith upon the date the said shares were qualified in the Province of Ontario for sale to the public {hereinafter referred to as "the effective dale"). In consideration of the firm purchase of the said 100,000 shares, the Com pany granted to East Trinity an irrevocable option to purchase all or any part of an additional 900,000 shares as follows: all or any p;irt of 200,000 shares at 15tf pcr share; all or any part of 200,000 shares at M Vit per share; all or any part of 200,000 shares at 20^ per share; all or any part of 200,0(K) shares at 25(f pcr share; all or any part of 100,000 shares at 30^ per share; to bc taken down and paid for at the rate of a minimum of 300,000 shares every three months, the first payment to fall clue three months from the effective date with the proviso that any part of the option not exercised two years from the date of the said Agreement shall automatically terminate. If any de fault in meeting any of the said option payments shall occur and shall not bc waived by the Company or the option date shall not be extended by mutual consent, ihen in cither of such cases, the option, insofar as it will not have been exercised, shall automatically be terminated. The parties to the Agreement under stand that in the event of any default and waiver thereof, or any extension of the option, an amendment to this Prospectus must be filed within twenty days thereof, if the shares of the Company at (hat time arc in primary distribution.

In consideration of East Trinity firmly purchasing the s;,id 100,000 shares as above set forth. Balsam has agreed to transfer to East Trinity 200,000 of the escrowed shares of the Company owned by it. By an Agreement dated the 4th day of January, I960, made between East Trinity and Adelaide Securities Limited (hereinafter referred to as "Adelaide"). Suite 100. 330 Bay Street, Toronto, Ontario, East Trinity granted to Adelaide an option to purchase all or any part of 100,000 underwritten shares at l I f per share to be taken down and p;©i(© for within 80 days of the effective date and further agreed that if Adelaide fully exercised its option on the said 100.000 shares that it would transfer and assign to Adelaide all its interest in the aforementioned options in consideration of Adelaide paying to East Trinity 1^ pcr share for each and every share which Adelaide took up and paid for. The only persons owning more than a 5# interest in Adelaide are Sam Boltman, Apartment 510, 660 Eglinton Avenue West, Toronto, Ontario, and Alfred Lindzon, 46 Alexis Boulevard, Downsvicw, Ontario. There are no sub-options or sub-underwriting extant.

13. The Company has been incorporated for more than one year. 14. Any moneys received by the Company from the sale of its shares shall be used in defray ing ordinary operating expenses and for exploration and development work on the Company©s proper ties. The amount of exploration and development work that will bc carried out will depend on the amount of money received by the Company from the sale of its shares from time to time and the rvcommcnda- tions received from the Company©s Engineer from the results obtained on the properties.

15. No indebtedness is to be created or assumed other than ordinary operating expenses of the Company, which is not shown in the Balance Sheet of the Company reported on by Messrs. Fisher, Sanders, Stern and Niskcr, Chartered Accountants, 67 Richmond Street West, Toronto, Ontario, as at the 30th day of November, 1959, which Balance Sheet accompanies and forms part of this Prospectus.

16. The particulars as regards the business in which each Director and Officer has been engaged for the past three years arc as follows:

HAROLD D©ARCY BAKER (President and a Director), Life Insurance Underwriter, Con federation Life Association, 321 Bloor Street East, Toronto, Retired December 1957, Apartment 205, 49 Glen Elm Avenue, Toronto, Ontario;

ROBERT MARTIN (Vice-Prcsident and a Director), Oil Company Executive, on various min ing and oil companies, including Sentry Petroleums Limited, Jacmar Explorations Limited and Valray Explorations Limited;

JOHN THOMAS TOKARSKY (Secretary-Treasurer and a Director), Accountant for Robert Brown Corporate Services Limited, 100 Adelaide Street West, Toronto, Ontario;

EMANUEL CONSTAM (Director), has been a Real Estate Appraiser for Strung Real Estate Limited in Toronto for the past sixteen months, previously a Real Estate Appraiser in the City of Toronto, self-employed;

BRUCE ALBERT BLACKBURN (Director), Supervisor, Continental Life Insurance Company, 371 Bay Street, Toronto, Ontario.

17. None of the Directors now have or ever have had any interest directly or indirectly in the mining properties acquired by the Company, save Harold D©Arcy Baker and Robert Martin, who are Officers and Directors of Balsam Investments Limited which was the vendor of the mining properties referred to in Paragraph 10 (c) of this Prospectus.

18. No Director as such has been paid or will be paid a salary. Each Director is entitled to 525.00 for cacii Meeting of the Board of Directors he attends. During the period from May, 1958 to October, 1959 the Company paid to Huron Mine Services, 69 Yonge Street, Toronto, the sum of S600.00 for office rent and secretarial services. Commencing November 1st, 1959 a fee of S200.00 per month is paid to Robert Brown Corporate Services Limited, Suite 402, 100 Adelaide Street West, Toronto, Ontario, for combined secretarial, accounting, administration and head office services and expenses.

19. No dividends have been paid to date.

20. Balsam, by reason of beneficial ownership of vendor shares of the Company is the only person who is in a position to elect or cause to bc elected a majority of the Directors of the Company. The signatories hereto are aware that there is an Agreement between Balsam and East Trinity whereby Balsam agrees that while the option agreement referred to in Paragraph 12 hereof is in good standing and at the request of East Trinity, it will so vote the shares it owns and controls to cause the election to the Board of Directors of the Company of two nominees of East Trinity.

21. There arc no other material facts in relation to the securities of the Company which require disclosure other than those above set forth. 22. The signatories hereto are not aware of any present or proposed arrangement other than hereinbefore referred to whereby the vendor shares of the Company were sold or given or will be sold or given to any person or persons as a bonus or otherwise. If any arrangement other than as above set forth is made and comes to the knowledge of the undersigned, an appropriate amendment to this Pros pectus will be filed within 20 days thereof if the secu rities of the Company are then in the course of primary distribution.

DATED this 7th day of January, A.D. 1960.

WE, the undersigned Directors and Promote r, hereby certify that the foregoing constitutes a full, true and plain disclosure of all material facts in respect of the offering of securities referred to above, as required under Section 38 of The Securities Act (Ontario) and there is no further material information applicable other than under the Financial Statement or Reports where required.

DIRECTORS: HAROLD D©ARCY BAKER ROBERT MARTIN JOHN THOMAS TOKARSKY EMANUEL CONSTAM BRUCE ALBERT BLACKBURN

PROMOTER: BALSAM INVESTMENTS LIMITED Per: ROBERT MARTIN Per: H. D. BAKER

AND WE, the undersigned Underwriter-Ootionee, hereby certify that to the best of our know ledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required under Section 38 of The Securities Act (Ontario), and there is no further material information applicable other than under the Financial Statement or Reports where required. In respect of matters which are not within our knowledge, we have relied upon the accuracy and adequacy of the foregoing.

UNDERWRITER-OPTIONEE: EAST TRINITY MINING CORPORATION

Per: W. A. BISHOP Per: S. TAYLOR FISHER, SANDERS, STERN AND NISKER CHARTERED ACCOUNTANTS TDRDNTD * NORTH BAY * WINDSOR

I©l epor " ©

7o r/!* Directors, CAESAR MINERALS LIMITED.

We have examined the balance sheet of Cae sar Minerals Limited as at November 30, 1959 and the statement of deferred exploration and administra live expenditures from May 3, 1956 (inception) to November 30, 1959. Our examination included a gc ncral review of the accounting records and other supporting evidence as we considered necessary in the circumstances.

In our opinion, the accompanying balance sh ccl and the statement of deferred exploration and administrative expenditures present fairly the finan cial position of the company as at November 30, 1959 and the results of its operations from incept ion to November 30, 1959 in accordance with gener ally accepted accounting principles applied on a con sistent basis from inception of the company.

FISHER, SANDERS, STERN AND NISKER, Chartered Accountants.

TORONTO, Ontario, January 6, 1960.

m' Caesar Minerals Limited (Incorporated under the laws o\ the Province o j Ontario)

BALANCE SHEET AS AT NOVEMBER 30, 1959

ASSETS CURRENT ASSETS: Cash ...... ,...... ,...... S 4,843.25 FIXED ASSETS: (Note 1) Mining claims, at cost (valuation attributed to 800,000 shares of the company©s capital stock issued for claims) ...... 80,000.00 DEFFERED EXPENDITURES AND OTHER ASSETS: Exploration and administrative expenditures, per statement ...... 56,363.16 Commission on sab of capital stock ...... 100.00 Organization expense ...... ,...... ,...... 3,058.34 9,521.50

S94.364.75 LIABILITIES CURRENT LIABILITIES: Accounts pavable ...... ,...... S 1,775.00 CAPITAL AND DEFICIT: CAPITAL STOCK: (Note 2) Authorized 4,000,000 shares, par value S 1.00 each. Issued and fully paid: 200,005 shares for cash ...... 5200.005.00 Less: Discount...... 180,000.00 520,005.00 800,000 shares for mining claims . . . S800.000.00 Less: Discount...... 720,000.00 80,000.00 1,000,005 shares 5100,005.00 DEFICIT: Loss on sale of investments ...... S 415.25 Payments on options to purchase mining claims which were not exercised written off .. 7,000.00 7,415.25 92,589.75 5 94,364.75

NOTE 1. By an agreement dated December 30, 1959, the company acquired twenty mining claims in Boyvinet Township, P.Q., for 5600.00 cash. NOTE 2. By an agreement dated December 30, 1959, an underwriter agreed to purchase 100,000 shares of the company©s capital stock at l 0^ per share payable forthwith upon the date the shares were qualified in the Province of Ontario for sale to the public (hereinafter referred to as "the effective date"). In consideration of the above purchase, the company granted to the underwriter an option to purchase all or any part of an additional 900,000 shares of the com pany©s capital stock by December 30, 1961, as follows: All or any part of 200,000 shares at 15# per share; All or any part of 200,000 shares at \ 1\M per share; All or any part of 200,000 shares at 20^ per share; All or any part of 200,000 shares at 25# per share; All or any part of 300,000 shares at 30# per share; to be taken down and paid for at the rate of a minimum of 100,000 shares every three months, the first payment to fall due three months from the effective date.

Approved on behalf of the Board of Directors. ROBERT MARTIN, Director. J. T. TOKARSKY, Director. Caesar Minerals Limited

STATEMENT OF DEFERRED EXPLORATION AND ADMINISTRATIVE

EXPENDITURES FROM MAY 3, 1956 (INCEPTION) TO NOVEMBER 30, 1959

EXPLORATION EXPENDITURES: Travelling...... 51,110.70 Licenses and fees ...... ,...... 460.15 Staking and recording claims ...... , 821.47 Miscellaneous maps ...... 54.45 S2.446.77

ADMINISTRATIVE EXPENDITURES:

Secretarial ...... Sl.500.00 Legal and audit fees...... 2,025.00 Licenses, taxes and fees ...... 145.00 Transfer and registrar ...... ,... 171.05 Miscellaneous ...... ,...... ,.,...... ,.. 75.34 S3,916.39

S6,363.16 COPPER GULCH PROPERTY OF Caesar Minerals Limited TOWNSHIPS 163 AND ?69, SAULT STE. MARIE MINING DIVISION.

DISTRICT OF ALGOMA, ONTARIO.

PROPERTY The group consists of 9 mining claims of about 40 acres each in one square block in townships 163 and 169, Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario. Three of the claims are in township 169 and arc numbered S.S.M. 59023, S.S.M. 59024, and S.S.M. 59025. The other 6 claims adjoin on the west in township 163 and arc numbered S.S.M. 59026 to S.S.M.59031 inclusive. The group is thus about ©/j miles wide east-west and Y\ miles long north-south and comprises about 360 acres.

LOCATION, ACCESSIBILITY, ETC. The group is located in township 163 and 169, in the Sault Ste. Marie Mining Division of Ontario and is about 20 miles west of producing section of the Blind River Uranium area. The group is readily accessible as it is located about 33 miles north-easterly from Iron Bridge by gravel road. Iron Bridge is located on the Trans-Canada Highway on No. 17 nnd is only several miles by road from the Canadian Pacific Railway. A trail from the gravel road about one mile in length leads to the group and showings.

GENERAL The claims have been restated several times since they were examined by D. C. McKechnie, P.Eng., Mining Engineer in 1952. Ile reported on the claims again in his report dated May 21st, 1956 and stated that the showings he examined in 1952 were on the claim group of that date and was numbered S.S.M. 50312 to S.S.M. 50327. The area covered by most of these claims and including the showings were rcstaked by Roy Hamilton, prospector, of 45 Kidbrookc Crescent, Scarborough, Ontario, in Mid 1959. In his sworn affidavit dated November 24, 1959, Roy Hamilton stated that his staking of claims S.S.M. 59023 to S.S.M. 59031 inclusive covered claims S.S.M. 50316-17-24-15-27-23-14-26 and 50322 in that order inclusive. Hamilton also stated lo the writer that no work had been done on these claims after the D. C. McKcchnic report dated May 21, 1956.

NOTES ON THE GEOLOGY OF THE CLAIM The claims aie underlain by sedimentary rocks of the Mississapi series of Lower Huronion age consisting of arkose, argillitcs and quartzitcs. These sedimentary rocks were intruded by a diabase dyke about 150 feet wide striking N. 200 to 30© W.

SHOWINGS McKechnie stated in part: "The SOUTH OR CLIFF ZONE occurs on the west face of a steep cliff, immediately to the east of a small creek and in the south-west corner of claim S.S.M. 50327 (now S.S.M. 59027). Here a sheared and brecciated zone about 40 feet wide is exposed, striking N. 300 W. and dipping 85 degrees south-westerly. In this zone are several, at least three, narrow, one-inch, seams of high grade chalcocite copper ore. A sample of this high grade material assayed 31.56 per cent copper. There is also a narrow one-inch seam wi©h chalcopyrite."

"As exposed the overall copper content of the showing would hardly be of ore grade and I recommend that the zone on the cliff face bc freshened by blasting, that it might be better sampled.., " "About 80 feet north-east of the footwall of the cliff zone is a large diabase dyke, and this intervening ^ound should bc closely prospected by trenching." "NORTH ZONE" "Thirty feet north-east of the diabase dyke and about 260 feet north-easterly from the CLIFF or SOUTH ZONE, there is a sheared and silicified /one in the quartzites mineralized with chalcopyrite and magnetite. This zone is parallel to the South Zone, striking N. 3U0 W. and dipping 85 degrees south westerly." "The zone appears to be about thirty feet w idc and is partially exposed in three small pits. A sample across six feet assayed 0.88*2. copper, in addition to which there is one foot of higher grade copper ore separated from the six feet of low grade by a small depression filled with gravel."

CONCLUSIONS The writer concurs with the McKechnie Report of May 21, 1956 in its conclusion that accord ing to the foregoing; copper mineralization occurs in at least two fairly wide, parallel sheared zones and conditions are favourable for the occurrence of other wide zones along the strike now hidden by over burden. It is therefore concluded that more work is recommended and is justified by the showings ob tained to date.

RECOMMENDATIONS It is recommended that the claims bc covered by a magnetometer survey with lines 200 feet apart in reconnaissance and in places at 100 foot intervals where warranted. The showings should be stripped and sampled and diamond drilling should follow based on the results of the survey and sampling. All of which is respectfully submitted.

December 16, 1959. 15 Meadowacres Drive, Agincourt, J. C. HONSBERGER, Ontario. R.Sc., F.Eng., Mining Engineer and Geologist.

CERTIFICATE

With reference to my Report dated December 16, 1959, on the Copper Gulch piopcrty of Caesar Minerals Limited, township 163 and 169, Sault Ste. Marie Mining Division, Province of Ontario, I, J. C. Honsbcrger, do hereby certify and slate: 1. I am a Consulting Mining Engineer and Geologist with offices at 15 Meadowacres Drive, Agircourt, and Suite 415, 18 Toronto Street, Toronto, Ontario. I have been practising my profession lor over 30 years, the last 15 years as an independent consultant. 2. I am a Graduate Mining and Metallurgical Engineer with the Degree of B.Sc. (1928 Queen©s University, Kingston, Ontario). J am a member of the Canadian Institute of Mining and Metallurgy, 1929; I am a member of thi /imcrican Institute of Mining * Metallurgical Engineers, 1944; I am a member of the Corporation of Professional Engineers of Quebec, 1945. I am a member of the Association of Professional Engineers of Ontario, 1944. 3. I have no interest either directly or indirectly and I do not expect to receive any interest directly or indirectly in the property covered in this report or in the shares or securities of the company referred to in this report. 4. My report is not based on a personal examination of the property but on the report of D. C. McKechnie, P.Enp., Mining Engineer, dated May 21, 1956, and on my conversations with prospector Roy Hamilton and on his sketches and affidavit dated November 24, 1959. Blue prints of township 163 and 169 dated December 1959 by the Ontario Department of Mines were also consulted.

December 16, 1959. 15 Meadowacres Drive, Agincourt, J. C. HONSBERGER, Ontario. P.Eng. PRELIMINARY REPORT ON THE CLAIMS OF © Caesar Minerals Limited BOYV1NET TOWNSHIP, BACHELOR LAKE MINING AREA,

PROVINCE OF QUEBEC.

PROPERTY The group consists of 20-40 acre claims in one solid block totalling about 800 acres. These claims were staked on November 22, 23 and 24, 1959 and are held on Miners certificates No©s. C-171595, C-171596, C-171597, and C-171598 there being 5 claims to each license numbered claims l to 5 inclusive respectively. The property is about one and one-quarter miles long east-west and about one mile wide north-south.

LOCATION, ACCESSIBILITY, ETC. The group is located in the central part r-, the north-east quarter of Boyvinct township, County of Abitibi-East, Province of Quebec in what is known as the Bachelor Lake Mining Area. The property is about 110 air miles north-cast of the sea-plane base at Senneterrc on the main line of the Canadian National Railways. The Canadian National Railways Branch line Barravitc to Chibougamau to St. Feli- cicn traverses the area about 10 miles south of the claims. From there it is only a short 15 mile canoe route via Opawica l.akc. Opawica River, Chibougamau River, and Waswanipi River to the property. An all weather gravel road suitable for automobile travel extends from Senneterrc to Bachelor Lake.

PROPERTIES IN THE AREA There are no producing mines in the area ns yet but there arc two potential producers near Bachelor Lake. One is held by Coniagas Mines Limited where extensive underground development and diamond drilling has proven 407.310 tons of ore averaging 15.7 per cent zinc, 1.04 per cent lead and 8.77 ounces of silver (Canadian Mines Handbook 1959-P.55). Nearby another property is held by O©Brien Gold Mines Limited where surface diamond drilling has indicated a tonnage of medium grade gold ore. (Canadian Mines Handbook 1949). There are also a number of gold and copper-gold pros pects held in the Bachelor-Opawica Lake area by other interests including Siscoc Mines Limited. In the early Fall of 1959, the writer understands that one of the large geophysical companies was employed by Asarco Explorations Ltd. to fly a large area north of Bachelor Lake using airborne electromagnetic and aeromagnetic methods. Following the survey a number of claims groups were staked in Boyvinct and other townships for Asarco presumably on anomalies obtained. The Caesar Minerals Ltd. group of 20 claims tie on to one of the new Asarco Explorations Ltd. groups on the north and adjoins a group to the north and also a group on the west held by Ventures Limited. These Ventures Limited groups had been held for several years by that company.

NOTES ON THE GEOI OGY OF THE AREA Map No. 961 Northern Abitibi and Chibougamau (East Sheet) by ti.c Quebec Department of Mines indicates that Boyvinet township is mainly underlain by basaltic and andcsitic lavas with intcrbeds of tuff. A sodic granite mass being the east contact of a large mass occuring to the west occu pies the west and north-west part of Boyvinct township. In the township of Cand adjoining Boyvinet on the cast and three miles east of the Caesar Minerals Limited group there occurs a granite plug five miles long east-west and two miics wide north-south. The claims thus lie abou©. midway between two granite masses, a favourable geological feature.

NOTES ON THE GEOLOGY OF THE CAESAR MINERALS LTD. CLAIMS Map 852, Bachelor Lake Area by the Quebec Department of Mines shows that the claim group is underlain by gabbroic and dioritic rocks with a few outcrops of massive andcsitic lavas. There are also outcrops of interbedded sedimentary rocks shown to occur on the south side of the river in the eastern part of the group. The Waswanipi River which ranges in width from one-quarter to one-half miles traverses the central and northern part of the claim group. SUMMARY AND CONCLUSIONS The claims of Caesar Minerals Ltd. located in the central part of the nprth-c-ast quarter of Boy vinet township, County of Abitibi-East, Province of Quebec, are fairly accessible to road and railway by boat a distance of 15 miles. The geology of the claims is believed favourable for the occurrence of gold or base metal deposits. Tilt; claims adjoin groups held by Asarco Explorations Ltd. and Ventures Limited. A relatively hrgc amount of rock outcrops are shown as occurring on the Caesar Minerals Ltd. claims. At least two potential mines occur south and west of Bachelor Lnke about !3 miles south-south west of the Caesar Minerals Ltd. claims occurring under the same general geological conditions. It is therefore concluded that exploration work is warranted on the Caesar Minerals Limited claims and this work is hereinafter recommended. •'^-, • H;r-.-. ©: 4 RECOMMENDATIONS It is recommended that a magnetic and electromagnetic survey bc made this winter on the entire claim group in order to cover the river portion of the. property. Next Spring the claims should be prospected and diamond drilling should follow based on the results of the surveys and the prospecting. All of which is respectfully submitted.

December 21, 1959. 15 Meadowacres Drive, Agincpurt, J. C. HONS3ERGER, Ontario. B.Sc., P.Eng., Mining Engineer and Geologist.

CERTIFICATE

With reference to my Preliminary Report dated December 21, 1959 on the Boyvinet township, Quebec, claims of Caesar Minerals Limited, l, J. C. Honsbergcr, do hereby certify and state: 1. I am a Consulting Mining Engineer and Geologist with offices at 15 Meadowacres Drive, Agincourt, and 415, 18 Toronto Street, Toronto, Ontario. I have practised my profession for over 30 years, the last 15 years as an independent consultant. 2. I am a Graduate Mining and Metallurgical Engineer with the degree of B.Sc., (1928 Queen©s University, Kingston, Ontario). I am a member of the- Canadian Institute of Mining and Metallurgy, 1929; I am a member of the American Institute of Mining A Metallurgical Engineers, 1944; I am a member ~' the Corporation of Professional Engineers of Quebec, 1945. I am a member ^f the Association of Professional Engineers of Ontario, 1944. 3. I have no interest cither directly or indirectly and I do not expect to receive any interest directly or indirectly in the property covered in this report or in the shares or securities of the company referred to in this report. 4. My report is not based on a pcsonal examination of the property although I am familiar with the general area. My report is based on various maps and reports by the Quebec Bureau of Mines and by a recent blue print of Boyvinet township from the Amos recording office of the Quebec Bureau of Mines. Several Canadian Mines Handbooks were also consulted.

December 21, 1959. 35 Meadowacres Drive, Acincpurt, J. C. HONSBERGER, Ontario. PJSng,

-•- PRELIMINARY REPORT ON THE CLAIMS OF Caesar Minerals Limited BOYVINET TOWNSHIP. BACHELOR LAKE MINING AREA.

PROVINCE OF QUEBEC.

PROPERTY Tlie group consists of 20-40 acre claims in one solid block totalling about 800 acres. These claims were staked on November 22, 23 and 24, 1959 and are held on Miners certificates No©s. C-171595, C-171596, C-171597, and C-171598 there being 5 claims to each license numbered claims l to 5 inclusive respectively. The property is about one and one-quarter miles long east-west and about one mile wide north-south.

LOCATION, ACCESSIBILITY, ETC. The group is located in the central part of the north-cast quarter of Boyvinct township, County of Abitibi-East, Province of Quebec in what is known as the Bachelor Lake Mining Area. The property is about 110 air miles north-cast of the sea-plane base at Sennctcrrc on the main line of the Canadian National Railways. The Canadian National Railways Branch line Barrautc to Chibougamau to St. Feli- cicn traverses the area about 10 miles south of the claims. From there it is only a short 15 mile canoe route via Opawica Lake, Opawica River, Chibougamau River, and Waswanipi River to the property. An all weather gravel road suitable for automobile travel extends from Scnneterre to Bachelor Lake.

PROPERTIES IN THE AREA There arc no producing mines in the area as yet but there arc two potential producers near Bachelor Lake. One is held by Coniagas Mines Limited where extensive underground development and diamond drilling has proven 407,310 tons of ore averaging 15.7 per cent zinc, 1.04 per cent lead and 8.77 ounces of silver (Canadian Mines Handbook 1959-P.55). Nearby another property is held by O©Brien Gold Mines Limited where surface diamond drilling has indicated a tonnage of medium grade gold ore. (Canadian Mines Handbook 1949). There arc also a number of gold and copper-gold pros pects held in the Bachelor-Opawica Lake area by other interests including Siscoc Mines Limited. In the early Fall of 1959, the writer understands that ont of the large geophysical companies was employed by Asarco Explorations Ltd. to fly a large area north of Bachelor Lake using airborne electromagnetic and aeromagnetic methods. Following the survey a number of claims groups were staked in Boyvinct and other townships for Asarco presumably on anomalies obtained. The Caesar Minerals Ltd. group of 20 claims tie on to one of the new As-rco Explorations Ltd. groups on the north and adjoins a group to the north and also a *roup on the west held by Ventures Limited. These Ventures Limited groups had been held for scvcu.l years by that company.

NOTES ON THE GEOLOGY OF THE AREA Map No. 961 Northern Abitibi and Chibour,amau (East Sheet) by the Quebec Department of Mines indicates that Boyvinct township is maimy underlain by basaltic and andesitic lavas with interbcds of tuff. A sodic granite mass being the cast contact of a large mass occuring to the west occu pies the west and north-west part of Boyvinct township. In the township of Cand adjoining Boyvinet on the east and three miles east of the Caesar Minerals Limited group there occurs a granite plug five miles long east-west and two miles wide north-south. The claims thus lie about midway between two granite masses, a favourable geological feature.

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PROSPECTUS ^ FOR FILING AND AS FILED WITH THE ONTARIO SECURITIES COMMISSION "" PURSUANT TO THE SECURITIES ACT (ONTARIO) l CAESAR MINERALS LIMITED (hereinafter called "the Company") was incorporated under the Laws of the Province of Ontario by Letters Patent dated the 3rd day of May, 1956. The Head Office is located at Suite 402, 100 Adelaide Street West, Toronto, Ontario. 2. The names, occupations and addresses of the Officers and Directors and Promoter of the Company are as follows: (a) Officers and Names in Full and Directors: Occupations: Addresses in Full: President ard a Director HAROLD D©ARCY BAKER, 49 Glen Elm Avenue, Retired. Toronto, Ontario. Vice-Presidcnt and a Director ROBERT MARTIN, 756 Crawford St., Oil Company Executive. Toronto, Ontario. Secretary-Treasurer and a Director JOHN THOMAS TOKARSKY, 452 Lansdowne Avenue, Accountant. Toronto, Ontario. Director EMANUEL CONSTAM, 28 Broadleaf Road, Real Estate Appraiser. Don Mills, Ontario. Director BRUCE ALBERT BLACKBURN, 28 Latham Avenue, Supervisor. Toronto, Ontario. Balsam Investments Limited (hereinafter referred io as "Balsam"), Suite 402. 100 Adelaide Street West, Toronto, Ontario, may be considered the present Promoter of the Company as it acquired 280,000 free shares and 720,000 pooled shares of the Company. As of the date of this Prospectus Balsam still owns 374,834 pooled shares. 3. FISHER, SANDERS, STERN and N1SKER, Chartered Accountants, Room 403, 67 Richmond Street West, Toronto, Ontario, are the Auditors of the Company. 4. CHARTERED TRUST COMPANY, 64 Wellington Street West, Toronto, Ontario, is the Transfer Agent and Registrar of th*) Company. 5. The authorised capital of the Company consists of 4,000,000 shares of the par value of fl.OO each, all of one class, namely, common, of which 1,800,005 shares fully paid and non-assessable have been allotted and issued to date. 6. The Company has issued no bonds or debentures nor does it presently propose to issue any. 7. Of a total of 800,000 shares of the Company issued for properties as referred to in paragraph 10 (a) hereof (here inafter referred to as "vendor shares") certificates representing 619,000 of such shares are presently held in escrow with the Chartered Trust Company, 64 Wellington Street West, Toronto, Ontario, subject to pro rata release amongst the persons entitled thereto only upon the prior written consent of the Ontario Securities Commission. Any dealings with vendor shares within the escrow require the written consent of the Ontario Securities Commission. The 281,000 vendors shares free from escrow and such of the presently escrowed vendors shares as may duly from time to time be released from escrow may be pledged and sold at the current offering price for shares of the Company but the prc eeds from the sale of such shares will not go into the Treasury of the Company. 8. As of the date of this Prospectus, the following shares of the Company have been sold for cash: Commission Paid or No. of Shares Price per Share Total Payable 5 ?1.00 (Incorporators) ...... ,. .... | 6.00 Nil lOO.OOi, .10 ...... ,...... 10,000.00 Nil 100,000 .10 ...... 10,000.00 1100.00 100,000 .10 ...... ,...... 10,000.00 Nil 200,000 .16 ...... 30,000.00 Nil 200,000 .17^ ...... ,...... 35,000.00 Nil 200,000 .20 ...... ,...... 40,000.00 Nil 100,000 .25 .,...... ,....,...... ,...... 25,000.00 Nil TOTAL 1,000,005 1160,005.00 1100.00 9. No securities of the Company, other than above mentioned, have been sold or issued as of the date Prospectus. of this 10. (a) By Agreement dated the 26th May, 1956 and made between Roy Hamilton (Prospector), John Aubrey Hamilton (Prospector), both of Blind River, Ontario, John Aaron Wcese (Manufacturer and Distributor) and Francis McCaul Hawley (Executive), both of the City of Belleville, in the Province of Ontario, as vendors, and the Company as Purchaser, the Company acquired from tKs vendors 16 unpatcnted mining claims situate in Township 163 and 169, Sault St*. Marie Minf-.ig Division District of Algoma, Province of Ontario, and being numbered SSM-60312 to SSM-50327 inclusive, for und in due consideration of the allotment and issue of 800,000 shares of the capital stock of the Company (being vendor shares referred to in Paragraph 7 hereof), of which lOfy were free shares and the balance were subject to the terms of escrow set forth in paragraph 7 hereof. As far as the signatories hereto are aware, no person other than the vendors received or were entitled to receive a greater than 63fe interest in the above mentioned vendor shares. Subsequently, the said claims were permitted to lapse because of the failure to do the required assessment work. The Company caused 9 of the said mining claims SSM50314 60317 60324 . 50315 60822 60326 50316 60328 60327 to be re-staked as claims Nos. SSM-69023 to SSM-69031 inclusive. No work has been done by the Company on these claims but same are presently in good standing until September 21, 1961, by virtue of an Order of the Mining Com missioner (Ontario). The cost of restaking all the claims in 1958 and restaking 9 of same in 1969 totalled 1821.47 ©^Balsam acquired by purchase all the vendors shares (paragraph 7) and also the first two blocks of 100,000 shares each referred to in paragraph 8 hereof. 10 (b) By Agreement dated the 10th day of September, 1956, the Company acquired all the rights of Francis McCaul —1. . V ' * 5? . i .1 * i *li.'T-A-J-—Jr /~l^—-*-ni*— T l f f H i. UK FPAwviBkl**. *k* T)a**lA*l 1*1 +V&

UHVV *VJr U1IVJV* b l lv *3***\4 v^swtvrti* i a*** ^sw***^***!^ vn*- ..w— v..v. —.-,— ,-.— -,--. ^ ^ j- , . - -- - -. i l ^ -j t t it tiie signatories hereto are aware, no person has received or was entitled to receive from Hawley more than a 67* interest in tiie said f 3,500.00. , - 10 (c) By Agreement dated 10th September, 1966, the Company acquired all the rights of Francis McCaul Hawley { In lin option to purchase the mineral rights in Lots 6 and 7, Concession IV in the said Township of Raglan. The consideration paid by the Company to Hawley was 13,500.00 including the payments made by Hawley under the said option. The Company did not exercise the said option and same automatically lapsed. As far as the signatories are aware, no person has received or was entitled to receive more than a 57c interest in the said |3,500.00. r 10 (d) By Agreement dated the 30th day of December, 1959, made between Balsam and the Company, the Company acquired from Balsam 20 unpatented mining claims in the County ol Abitibi, in the Province of Quebec, described as follows:— Development Licenses Claims Location 171695 l to 6 Inclusive Boyvinet Township 171696 l to 6 Inclusive Boyvinet Township 171597 l to 5 Inclusive Boyvinet Township 171698 l to 5 Inclusive Boyvinet Township The consideration paid by the Company to Balsam was 1600.00, being the actual cost to Balsam for staking and recording the said claims. The Company carried out a geophysical programme including an electromagnetic and magnetometer survey and 1022 feet of diamond drilling, t The claims a*e presently in good standing until the latter part of November, 1961. ! The signatories hereto are advised that no person has received or is entitled to receive from the vendor more than i ft 6?c interest in the said 1600.00. j The only person holding a more than 69t interest in Balsam is Harold D©Arcy Baker, 49 Glen Elm Avenue, Toronto, Ontario. 10. (e) By Agreement dated the 27th day of April, 3960, and made between Balsam of the first part and the Company of the second part, Balsam transferred and assigned to the Company, sixteen unpatented mining claims recorded with the Mines Department of the Algoma Central and Hudson Bay Railroad Company as numbers AC-6872 to AC-6887, both inclusive, situate in the Goudreau area, Algoma District, in the Province of Ontario. Balsam received no consideration for the transfer of the mining claims. The Company carried out a magnetometer survey on these claims at a total cost of {3,000. with inconclusive results. The mining claims arc presently in good standing until June 30th, 1961, at which time additional assessment work must be performed in order to keep same in good standing. 10. (f) By Agreement dated the 14th day of September, I960, and made between Walter Fricsen, Prospector, of the first part, and the Company of the second part, Friesen transferred and assigned to the Company 18 unpatented mining claims situate in the Montreal River Mining Division in the Township of Nicol in the Province of Ontario being numbers MR-31294 to 31311 inclusive and received as consideration therefor, ?9,000. cash. The claims are presently in good standing but assessment work required to be performed in order to keep same in good standing must be completed and recorded by the second Hay of September 1901. As far as the signatories hereto arc aware, no person has received or is entitled to receive a greater than 5^o interest in the purchase price of $9,000. received by Walter Friesen. 10. (g) The nine claims referred to in paragraph 10. (a) hereof arc located in the Township 163 and 169 Sault Ste. Marie Mining Division, District of Algoma in the Province of Ontario. For further particulars as to the location, acces sibility and geology of and the showing of the claims, and the Engineer©s conclusions and recommendations for future work on the claims, reference is made to the report of J. C. Honsberger, B.Sc., Professional Engineer, dated the 5th day of January 1961, which report accompanies and forms part of this Prospectus. 10. (h) The twenty unpatented mining claims referred to in paragraph 10. (d) hereof are located in the central part of the Northeast quarter of Boyvinet Township in the Province of Quebec in what is known as the "Bachelor Lake" area, about 110 air miks northeast of the seaplane base at Sennctcrc, Quebec, on the main line of the Canadian National Railways. For further particulars of the location and accessibility of the claims, the geology of the area and the conclusions and recommendations of the Company©s engineer, reference is made to the said report of J. C. Honsberger, B.Sc., Professional Engineer, which report accompanies and forms part of this Prospectus. 10. (i) The sixteen unpatented mining claims referred to in paragraph 10 (e) hereof arc located in the south central part of the Township 27, Range XXVI, Algoma District, Province of Ontario, about 120 miles north of Sault Sts. Marie and about two miles east of Goudreau Station. For further particulars as to the accessibility of the claims, the history and geology of the district and the recommendations of the Company©s Engineer, reference is made to the said report of J. C. Honsberger, B.Sc., Professional Engineer, which report accompanies and forms part of this Prospectus. There is no surface or underground plant or equipment on any of the claims referred to in paragraphs 10 (a) to 10. (f) inclusive. 10. (j) The eighteen unpatented mining claims referred to in paragraph 10. (f) hereof are located in the northwest portion of Nicol Township in the Province of Ontario. For further particulars as to the local© )n and accessibility of the Claims and the history and geology of the district and the recommendations of the Company©s engineer, reference is made to the said report of J. C. Honsberger, B.Sc,, Professional Engineer, which report accompanies and forms cart of this Prospectus. r y t 11. As far as the signatories hereto are aware, no shares and/or cash consideration have been issued or given or are to be issued or given to any Promoter, other than the vendor shares referred to in Paragraph 7 hereof. m , ?2© EVr?ualS to an Agreement dated the 30th day of December 1959, and made between the Company and East Trinity Mining Corporation (hereinafter referred to as "East Trinity"), Suite 1024, 85 Richmond Street West Toronto Ontario, East Trinity, acting on its own behalf, agreed to firmly purchase 100,000 shares of the Company at .lOc per share payable forthwith upon the date such shares were Qualified in the Province of Ontario (hereinafter referred to as "the effective date ) and as consideration therefore, obtained an option to purchase an additional 900,000 shares as follows: all or any part of in, J.OOO shares at .15c per share ;© . all or any part of 200,000 shares at .17 We per share all or any part of 200,000 shares at .20c per share i© all or any part of 200,000 shares at .26c per share © © all or any part of 100,000 shares at .30c per share

..t.: V. 2 to be paid for at the rate of a minimum of 100,000 shares every three months; the first payment to be made three months from the effective date with the proviso that any part of the option not exercised within two years of the date of the said agreement would automatically terminate. The effective date of the said agreement was the sixteenth day of February, 1960. The said agreement provided that if any default in making any of the said option payments occurred, and was not waived by the Company, or the option date not extended by mutual consent, then in either of such cases, the option, insofar as the same had not been exercised, would automatically be terminated. The parties to the said agreement understand that in the event of any default or waiver thereof, or any extension of the option, an Amendment to this Prospectus must be filed within twenty days thereafter if the shares of the Company are then in primary distribution. In consideration of the firm purchase by East Trinity of the said 100,000 shares, Balsam agreed to transfer to East Trinity, 200,000 of the escrowed shares of the Company owned by it. By an Agreement dated the 4th day of January, 1900, made between East Trinity and Adelaide Securities Limited, (hereinafter referred to as "Adelaide"), Suite 100, 330 Bay Street, Toronto, Ontario, East Trinity granted to Adelaide an option to purchase all or any part of the 100,000 shares of the Company underwritten by it at .Ile per share, to be taken down and paid for within eighty days from the effective date and further agreed that if Adelaide fully exercised this option to purchase the said 100,000 snares that East Trinity would transfer and assign to Adelaide all its interest in the said options in consideration of Adelaide paying to East Trinity le per share for each optioned share taken down and paid for. As East Trinity is a public company, the signatories hereto have no knowledge as to the persons owning more than a 69i interest in same. The only persons owning more than a 69fc interest of Adelaide aie Sam Boltman, Apartment 610, 660 Eglinton Avenue West, Toronto, Ontario, and Alfred Lindzon, 46 Alexis Boulevard, Downsview, Ontario. Other than the above there are no other s1 b-options and sub-undenvritings extant. Adelaide paid for the said 100,000 underwritten shares of the Company md East Trinity assigned to Adelaide the said option. To date Adelaide has taken down and paid for 700,000 of the said optioned shares and the balance of the said option is presently in good standing. 13. The Company has benn incorporated for more than one year. 14. Any monies the Company now has and such other monies as are received by the Company from the sale of Its Treasury shares, shall be used in defraying ordinary operating expenses of the Company and for such exploration and development work on the properties now owned by the Company and which may be acquired from time to time by the Company as is recommended from time to time by the Company©s engineer. 15. No indebtedness is to be created or assumed by the Company other than the ordinary operating expenses of the Company which is not shown on the balance sheet of the Company reportd on by Messrs. Fisher, Sanders, Stern and Nisker, Chartered Accountants, 67 Richmond Street West, Toronto, Ontario, as at the 30th day of November, 1960, which balance sheet accompanies and forms part of this Prospectus, 16. The particulars as regards the business in which each Director and Officer has been engaged for the past three years are as follows: HAROLD D©ARCY BAKER (President and a Director), Life Insurance Underwriter, Confederation Life Association, 321 Bloor Street East, Toronto, Retired December, 1957, Apartment 205, 49 Glen Elm Avenue, Toronto, Ontario; ROBERT MARTIN (Vice-President and a Director), Oil Company Executive on various mining and oil companies, including Sentry Petroleums Limited, Jacmar Explorations Limited and Valray Explorations Limited; JOHN THOMAS TOKARSKY (Secretary-Treasurer and a Director), Accountant for Robert Brown Corporate Services Limited, 100 Adelaide Street West, Toronto, Ontario; EMANUEL CONSTAM (Director), Self-employed in Toronto as a Real Estate Appraiser for the past 7 months. Previously with Strung Real Estate Limited in that capacity for two years. Previous to that self-employed as Appraiser; a Real Estate BRUCE ALBERT BLACKBURN (Director), Supervisor, Continental Life Insurance Company, Ontario. 371 Bay Street, Toronto, 17. None of the Directors now have or ever have had any interest directly or indirectly in the mining properties acquired by the Company, save Harold D©Arcy Baker and Robert Martin, who are Officers aim Directors of Balsam Investments Limited which was the vendor of the mining properties referred to in Paragraph 10. (d) of this Prospectus. 18. No Director as such has been paid or will bc paid n salary. Each Director is entitled to (25.00 for each meeting of the Board of Directors he attends. During the past year the Company paid a fee of |200. per month to Robert Brown Corporate Services Limited, Suite 402, 100 Adelaide Street West, Toronto, Ontario, for combined secretarial, administrative and head office services and expenses. In addition the Company paid R. Brown 1175.00 for attending directors meetings and a fee of ?100.00 for preparing the annual report of the Company. It is expected that the Company will pay a similar sum during the current year for like services. 19. No dividends have been paid to date. 20. Balsam, by reason of beneficial ownership of vendors shares of the Company, might be in a position to elect or cause to be elected a majority of Directors of the Company. The signatories hereto are advised that there is on agreement between Balsam and East Trinity whereby Balsam agrees that while the option agreement referred to in paragraph 12 hereof is in good standing, and at the request of East Trinity, it will so vote the shares it owns or controls to cause the election to the Board of Directors of two nominees of East Trinity. 21. There are no other material facts in relation to the securities of the Company which require those above set forth. disclosure other than 22. The signatories hereto are not aware of any present or proposed arrangement other than hereinbefore referred to whereby the vendor shares of the Company were sold or given or will be sold or given to any person or persons as a bonus or otherwise. If any arrangement other than as above set forth is made and comes to the knowledge of the undersigned, an appropriate amendment to this Prospectus will be filed within 20 days thereof if the securities of the Company are then in the course of primary distribution.

DATED this second day of March, 1961. WE, the undersigned Directors and Promoter, hereby certify that the foregoing constitutes a full, true and plain disclosure of all material facts in respect of the offering of securities referred to above, as required under Section 88 St The Securities Act (Ontario) and there is no further material information applicable other than under the Financial Statement or Reports where required. i Directors: Promoter: ^ HAROLD D©ARCY BAKER BALSAM INVESTMENTS LIMITED .-g-©-Y,- ROBERT MARTIN Per: ROBERT MARTIN JOHN THOMAS TOKARSKY Per: H. D. BAKER ?© EMANUEL CONSTAM - BRUCE ALBERT BLACKBURN "©AND WE, the undersigned Underwriter-Optionee, hereby certify that to the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required under Section 38 of The Securities Act (Ontario) and there is no further material Information applicable other than under the Financial Statement or Reports where required. In respect of jiatters which are not within our knowledge, we have relied upon the accuracy and adequacy of the foregoing. © Underwriter-Optionee: ADELAIDE SECURITIES LIMITED v Per: S. BOLTMAN, President CAESAR MINERALS LIMITED FISHER, SANDERS, STEHN AND NISKER Chartered Accountants ? TORONTO - NORTH BAY - WINDSOR To the Directors of AUDITORS© REPORT Caesar Minerals Limited We have examined the balance sheet of Caesar Minerals Limited as at November 30, 19CO, and the statement of deferred exploration and administrative expenditures for the period from inception (May 3, 1966) to November 30, 1960. Our examination included a general review of the accounting procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances. In our opinion the accompanying balance sheet and statement of deferred exploration and administrative expenditures present fairly the financial position of the company as at November 30, I960, and its activities from inception (May 3, 1956) to November 30, 19fiO, in accordance with generally accepted accounting principles. Toronto, Ontario, FISHER, SANDERS, STERN AND NISKER, December 30, 1960. Chartered Accountants. CAESAR MINERALS LIMITED j (INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO) l BALANCE SHEET j AS AT NOVEMBER 30, 1960 i ASSETS : Current assets f Cash ...... ,...... 162,613.71 : Government of Canada bonds, at cost (market value 349,600.00) ...... 60,025.00 Accrued interest on bonds ...... ,...... 760.00 {113,388.71 Fixed assets Mining claims, at cost (39,600.00 cash plus 380,000.00 attributed to 800,000 shares of capital stock issued for claims) ...... ,...... 89,600.00 Deferred expenditures Exploration and administrative expenditures, per statement ...... ,,...,.. 328,348.92 Commission on sale of capital stock ...... 100.00 Organization expense ...... ,...... 8,058.34 81,507.26 3234,495.97 LIABILITIES ~ Current liabilities ©: - Accounts payable ,...... ,..,...... ,...... ,...... ,...... ,...... ,...... ,...... ,...... 3 1,906.22 Capital and deficit Capital stock Authorized: 4,000,000 shares, par value 31.00 each Issued and fully paid: J,000,005 shares for cash ...... ,...... 31,000,005.00 Less discount ...... 840,000.00 3160,005.00 800,000 shares for mining claims ...... 3 800,000.00 Less discount ...... 720,000.00 80,000.00 ; 1,800,005 shares ....,...... 3240,005.00 Deficit ——— Loss on sale of investments ...... 3 416.26 Payments on options to purchase mining claims which were not exercised ,...... 7,OOo!oO 7,415.25 232,589.75 3234,496.97 Note There Is an outstanding option on all or any part of 200,000 shares of follows: the company©s capital stock exercisable as 100,000 shares at 25c per share payable on or before December 30, 1961, 100,000 shares at 30c per share payable on or before December 80, 1961. Approved on behalf of the Board of Directors: H. D. BAKER, Director J. T. TOKARSKY, Director CAESAR MINERALS LIMITED DEFERRED EXPLORATION AND ADMINISTRATIVE EXPENDITURES FROM INCEPTION (MAY 3, 1956) TO NOVEMBER 30, 1960

Inception For Year Inception to Ended to Exploration expenditures November November November 30,1959 30,1960 30,1960 Townships 163 and 169, Sault Ste. Marie Mining Division, Ontario Travelling ...... ,...... ,...... ,...... Jl,110.70 | * 1,110.70 Licenses and fees ...... ,...... ,...... 460.15 154.00 614.15 Staking and recording claims ...... ,...... 821.47 821.47 Engineer©s reports ...... ,...... 300.00 800.00 Miscellaneous ...... ,...... ,...... 54.46 60.67 105.12

(2,446.77 * 504.67 l 2,951.44

Boyvinet Township, Bachelor Lake Mining Area, Quebec Geophysical surveys ...... S l 8,600.00 ? 8,500.00 Diamond drilling ...... 4,172.92 4,172.92 Engineers© fees and expenses ...,...... ,...... 1,617.63 1,517.63 Government fees and licenses ...... 250.00 250.00 Maps ...... ,...... ,...... 100.96 © 100.96 © l l 9,641.51 f 9,541.51

Township 27, Goudreau Area, Ontario Geophysical survey ...... S f 3,000.00 ? 8,000.00 Engineer©s reports ...... ,...... 400.00 400.00 Miscellaneous ...... ,...... 46.00 45.00 l ? 3,445.00 l 8,445.00

Nicol Township, Ontario Engineers© fees and expenses ...... ,...... f | 372.00 l 372.00 Tagging fees ...... ,...... 100.00 100.00 Government fees .....,....,...... ,...... 94.60 94.60 l l 666.60 J 56660 Total deferred exploration expenditures ...... ,...... J2,446.77 fl4,057.68 116,504.45

Administrative expenditures Accounting and secretarial services ...... ,...... |1,600.00 | 2,675.00 f 4,175.00 Legal fees and disbursements and audit fees ...... ,...... 2,025.00 452.46 2,477.45 Printing prospectuses and annual report ...... ,...... 2,110.66 2,110.65 Share issue and transfer expenses ...... ,...... 171.05 1,662.47 1,838.62 Directors© fees ...... ,...... ,...... ,...... ,...... 800.00 800.00 Licenses, taxes and fees ...... ,...... 145.00 675.00 720.00 Miscellaneous ...... ,...... ,...... ,...... 75.34 118.12 188.46 13,916.89 l 8,388.69 (12,804.98 Less interest income ...... 460.51 460.51 Total deferred administrative expenditures ...... |8,916.89 l 7,928.08 111,844.47 Total deferred expenditures ..,...,,...,...... ,.,,.,,.,,,.,,,.,.,, ,,....,,,,,,,,,,.,,,...,,,...... |6,8637l6 <21.985.76 128,848.92 REPORT ON THE CLAIMS OF CAESAR MINERALS LIMITED BOYVINET TOWNSHIP BACHELOR LAKE MINING AREA, PROVINCE OF QUEBEC The group consists of 20-40 acre claims in one solid block totalling about 800 acres. These claims were staked on November 22, 23 and 24, 1959, and are held on Miners certificates No©s. C-171595, C-171596, C-171597 and C-171698 there being 6 claims to each license numbered claims l to 5 inclusive respectively. The property is about one and one-quarter miles long east-west and about one mile wide north-south. Location, Accessibility, etc. \? The©groupThe group is located ini the central part of the north-east quarter of Boyvinet township, County of Abitibi-East, Province of- Quebec- - in- what- is- -known as the- -Bachelor - lor L ....Rke Mi...... mng0 Area...... The-... property, , , is about-- 110- air miles north- east of the sea-plant bace at Senneterre on the main* l*.line of^ t itheL - /^—Canadian — — j; — —. VTNational A *; AV.M! T)Railways. M !1..io**o T'li*.The /^AVIHCanadian J*n*i VTn^lNational A*\nl Railways Branch line Barraute to Chibougamau to St. Fclicien traverses the area t.bout 10 miles south of the claims. From there it is only a short 15 mile canoe route via Opawica Lake, Opawica River, Chibougamau River, and Waswanipi River to the property. An all weather gravel road suitable for automobile travel extends from Senneterre to Bachelor Lake. Properties in the Area There are no producing mines in the area as yet but there are two potential producers near Bachelor Lake. One is held by Coniagas Mines Limited where extensive underground development and diamond drilling has proven 407,310 tons of ore averaging 15.7 per cent zinc, 1.04 per cent lead and 8.77 ounces of silver (Canadian Mines Handbook 1959 P. 65). This mine is now being prepared for production by April, 1961, at an initial rate of 350 tons per day. Nearby another property is held by O©Brien Gold Mines Limited where surface diamond drilling has indicated a tonnage of medium grade gold ore. (Canadian Mines Handbook 1949). There are also a number of gold and copper-gold prospects held in the Bachelor-Opawica Lake area by other interests including Siscoe Mines Limited. In the early Fall of 1959, the writer understands that one of the large geophysical companies was employed by Asarco Explorations Limited to fly a large area north of Bachelor Lake using airborne electromagnetic and aeromagnetic methods. Following the survey a number of claims groups were staked in Boyvinet and other townships for Asarco presumably on anomalies obtained. The Caesar Minerals Ltd. group of 20 claims tie on to one of the new Asarco Explorations Ltd. groups on the north and adjoins a group to the north and also a group on the west held by Ventures Limited. These Ventures Limited groups had been held for several years by that company. Notes on the Geology of the Area Map No. 961 Northern Abitibi and Chibougamau (East Sheet) by the Quebec Department of Mines indicates that Boyvinet township is mainly underlain by basaltic and andcsitic lavas with intcrbcds of tuff. A sodic granite mass being the east contact of a large mass occurring to the west occupies the west and north-west part of Boyvinet township. In the township of Cand adjoining Boyvinet on the east and three miles cast of the Caesar Minerals Limited group there occurs a granite plug five miles long east-west and two miles wide north-south. The claims thus lie about midway between two granite masses, a favourable geological feature. Notes on the Geology of the Caesar Minerals Ltd. claims Map 852, Bachelor Lake Area by the Quebec Department of Mines shows that the claim group is underlain by gabbroic and dioritic rocks with a few outcrops of massive andesitic lavas. There are also outcrops of interbedded sedimentary rocks shown to occur on the south side of the river in the eastern part of the group. The Waswanipi River which ranges in width from one-quarter to one-half miles traverses the central and northern part of the claim group. A magnetic and electromagnetic survey was made over the Caesar Minerals Limited property during July, 1960, by Ivan C. Christopher, P.Kng. and covered by his renort rtatod August 10, 1960. He states that some pyrite mineralization was found in outcrops on the north-east corner of the property. Two magnetic anomalies trending north-east were obtained in the central part of the claims and south of the Waswanipi River. Electromagnetic conductors coincided closely with these magnetic anomalies and on the recommendations of the geophysicist both anomalies were drilled during September and October, 1960. A total of 1024 feet of diamond drilling was completed in two holes on the two anomalies. Mineralized sections were cut in this drilling but no commercial values were obtained. Recommendations It is recommended that surface prospecting operations be carried out next summer and that the claims be held. The results of exploration work on other claim holdings nearby should bc watched with interest by your company. It is consHcred that 83.000.00 should he set aside for this prospecting work. All of which is respectfully submitted. January 5, 1961. "J. C. HONSBERGER" 15 Meadowacres Drive, J. C. Honsbcrger, B.S.C., P.Eng., Agincourt, Ontario. Mining Engineer and Geologist. CERTIFICATE With referr-ice to my Report, dated January 5, 1961, on the Boyvinet township, Quebec, claims of Caesar Minerals Limited, I, J. C. Honsberger do hereby certify and state: 1. I am a Consulting Mining Engineer and Geologist with offices at 15 Mtadowacres Drive, Agincourt, and 416, 18 Toronto Street, Toronto, Ontario. I have practised my profession for over 30 years, the last 16 years as an independent consultant. 2. I am a Graduate Mining and Metallurgical Engineer with the Degree of B.Sc. (1928 Queen©s University, Kingston Ontario). I am a member of the Canadian Institute of Mining and Metallurgy. 1929; I am a member of the American Ingtituto of Mining A Metallurgical Engineers, 1944; I am a member of the Corporation of Professional Engineers of Quebec, 1945.1 am a member of the Association of Professional Engineers of Ontario, 1944. 3. I have no interest either directly or indirectly and I do not expect to receive interest directly or indirectly In the property covered in this report or in the shares or securities of the company referred to in this report. - 4. My report is not based on a personal examination of the property although I am familiar with the general area My report based on various maps and reports by the Quebec Bureau of Mines and by a recent blue print of Boyvinet township from the Amos recording office of the Quebec Bureau of Mines. Several Canadian Mines Handbooks were also 5255" , dl , e rePort, on a geophysical program on Caesar Minerals Limited by Ivan C. Christopher dated August 10 I960, also letters to the company dated October 6, 1960, and October 27, 1960, with attached diamond drill logs were also consulted. The writer discussed the results with Mr. Christopher. January 6, 1961. IB Meadowacres Drive, -j. c. HONSBERGER" Agincourt, Ont. j. c. non8berger, P.Eng. REPORT ON THE COPPER GULCH PROPERTY OF CAESAR MINERALS LIMITED TOWNSHIPS 163 AND 169, SAULT STE. MARIE MINING DIVISION DISTRICT OF ALGOMA, ONTARIO Property The group consists of 9 mining claims of about 40 acres each in one square block in townships 163 and 169, Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario. Three of the claims are in township 169 and are numbered S.S.M. 59023, S.S.M. 59024, and S.S.M. 59025. The other 6 claims adjoin on the west in township 163 and are numbered S.S.M. 69026 to S.S.M. 59031 inclusive. The group is thus about K miles wide east-west and K miles long north-south and comprises about 360 acres. Location, Accessibility, etc. The group is located in township 1CS and 109, in the Sault Ste. Marie Mining Division of Ontario and is about 20 miles west of producing section of the Blind River Uranium area. The group is readily accessible as it is located about 33 miles north-easterly from Iron Bridge by gravel road. Iron Bridge is located on the Trans-Canada Highway on No. 17 and is only several miles by road from the Canadian Pacific Railway. A trail from the gravel road about one mile in length leads to the group and showings. General The claims have been restaked several times since they were examined by D. C. McKechnie, P.Eng., Mining Engineer in 1952. He reported on the claims again in his report dated May 21, 1956, and stated that the showings he examined in 1952 were on the claim groay of that date and was numbered S.S.M. 60312 to S.S.M. 50327. The area covered by most of these claims and including the showings were restaked by Roy Hamilton, prospector of 45 Kidbrooko Crescent, Scarborough, Ontario, in Mid 1959. In his sworn affidavit dated November 24, 1959, Roy Hamilton stated that his staking of claims S.S.M. 59023 to S.S.M. 69031 inclusive covered claims S.S.M. 50316-17-24-16-27-23-14-26 and 60322 in that order inclusive. Hamilton also stated to the writer that no work had been done on these claims after the D. C.McKechnie report dated May 21, 1956. Notes on the Geology of the claim The clr.ims are underlain by sedimentary rocks of the Mississagi series of Lower Huronian age consisting of arkose, argillites and quartzites. These sedimentary rocks were intruded by a diabase dyke about 150 feet wide striking N. 20 degrees to 30 degrees W. Showings McKechnie stated in part: "THE SOUTH OR CLIFF ZONE occurs on the west face of a steep cliff, immediately to the east of a small creek and in the south-west corner of claim S.S.M. 50327 (now S.S.M. 69027). Here a sheared and brecciated zone about 40 feet wide is exposed, striking N. 30 degrees W. and dipping 85 degrees south-westerly. In this zone arc several, at least three, narrow, one-inch scams of high grade chalcocite copper ore. A sample of this high grade material assayed 31.66 per cent copper. There is also a narrow one-inch seam with cnalcopyrite." "As exposed the overall copper content of the showing would hardly be of ore grade and I recommend that the zone on the cliff face be freshened by blasting, that it might be better sampled . . ." "About 80 feet north-east of the footwall of the cliff zone is a large diabase dyke, and this intervening ground should be closely prospected by trenching."

"NORTH ZONE" "Thirty feet north-east of the diabase dyke and about 260 feet north-easterly from the Cliff or South Zone, there is a sheared and silicified zone in the quartzites mineralized with chalcopyrite and magnetite. This zone is parallel to the South Zone, striking N. 30 degrees W. and dipping 85 degrees south-westerly." "The zone appears to be about thirty feet wide and is partially exposed in three small pits. A sample across six feet essayed D.88% copper, in addition to which there is one foot of higher grade copper ore separated from the six feet of low grade by a small depression filled with gravel." Conclusions The writer concurs with the McKechnie Report of May 21. 1966 in its conclusion that according to the foregoing; copper mineralization occurs in at least two fairly wide, parallel sheared zones and conditions are favourable for the occurrence of other wide zones along the strike now hidden by overburden. It is therefore concluded that more work is recommended and is justified by the showings obtained to date. Recommendations It is re-commended that the claims be covered by a magnetometer survey with lines 200 feet apart in reconnaissance and in places at 100 foot intervals where warranted. The showings should be stripped and sampled and diamond drilling should follow based on the results of the survey and sampling. Costs It is estimated that the cost of the magnetometer survey as laid out under my Recommendations would be about |3,000.00. The stripping and sampling would cost about |1,600.00. The cost of diamond drilling would depend on the size of the contract. All of which is respectfully submitted. January 6, 1961. "J. c. HONSBERGER" 16 Meadowacres Drive, J. c. Honsberger, B.Sc., P.Eng., Agincouit, Ontario. Mining Engineer tt Geologist , t

CERTIFICATE With reference to my Report dated January 6, 1961. on the Cooper Gulch property of Caesar Minerals Limited, township 168 and 109, Sault Ste. Marie Mining Division, Province of Ontario, I, J. C. Honsberger, do hereby certify and state.-o 1. I am a Consulting Mining Engineer and Geologist with offices at 16 Meadowacres Drive, Aglncourt, and Suite 416, 18 Toronto Street, Toronto, Ontario. I have been practising my profession for over 80 years, the last 15 years at an . ; independent consultant. 2. I am a Graduate Mining and Metallurgical Engineer with the Degree of B.Sc. (1928 Queen©s University, Kingston, Ontario), I am a member of the Canadian Institute of Mining and Metallurgy, 1929; I am a member of the American Institute of Mining St Metallurgical Engineers 1944; I am a member of the Corporation of Professional Engineers of Quebec, 1945.1 am a member of the Association of Professional Engineers of Ontario, 1944. V 8. I have no interest cither directly or indirectly and I do not expect to receive Interest directly or Indirectly In the ©property covered in this report or in the shares or securities of the company referred to In this report. ©, 4. My report Is not based on a personal examination of the property but on the report of D. C. McKechnie, P.Eng.. .Mining Engineer, dated May 21, 1966, anu 01 my conversations with prospector Roy Hamilton and on his sketches and affidavit dated November 24. 1959. Blue prints o! township 163 and 169 dated December 1959 by the Ontario Department of Mines were also consulted. © The writer reported on this property December 16, 1959. The company has recently stated to the writer that no work has been done on the property subsequent to this report and that the claims are in good standing until September 21, 1961. January 5, 1961. 16 Meadowacres Drive, "J. C, HONSBERGER" Agincourt, Ont. J. C. Honsbcrger, P.Eng.

REPORT ON THE CLAIMS OF CAESAR MINERALS LIMITED GOUDREAU AREA, ALGOMA DISTRICT, ONTARIO Property This group consists of 16-40 acre unpatentcd and non-surveyed claims, totalling about 640 acres in all. The group Is arranged in one square block, 4 claims to a side. They arc numbered AC-6872 to AC-6887, inclusive. Location The group is located in the south central part of Township 27, Range XXVI, Alvoma District, Ontario, about 120 miles north of Sault Ste. Marie. The claims are in the area administered by the Algoma Central and Hudson©s Bay Railway Company. Accessibility The claims are about two miles east of the Algoma Central Railway and about two and one-half miles south-east of Goudreau Station. Access is by trail from the railroad, or by canoe and portage via Billboy Lake and McVeigh Creek from Alder Station, Notes on the Geology of the Area The Goudrcau-Lochlash area is described in the Annual Report of the Ontario Department of Mines, Volume XLIV, Part III, by E. L. Bruce. Map No. 49G shows the geology of the Area, scale of one Inch to ©/4 mile. All of the rocks of the area are of Prccam .rian age and rock exposures as indicated by Map 49G are extensive. The oldest rocks of the area are Keewatin volcanic rocks and these are acidic lavas and tuff with large areas of basic lavas. The volcanic series were followed by Temiskaming (type) sediments called the Dore series. Intruding the volcanics and sediments are a series of intrusive rocks consisting of diorite, granodiorite, granite, quartz porphyry and later diabase dykes. Notes on the Geology of the Caesar Minerals Ltd. claims According to Map 49G the rocks present on the property consist of the basal acid volcanic rocks Intruded by diorite. The claims were covered by a magnetometer survey by E. B. Nicholls, P.Eng., Geophysicist, during the period June © l to 15, 1960, and this was reported on by him under date of June 24, 1960. The Geophysical report recommended that an . electromagnetic survey bc made on the property. According to the staker of the Caesar Minerals Ltd. property, Mr. W. Friezen, prospector of Toronto, H m " ; shear zone occurs about two claims cast of the Caesar Minerals Ltd. group in which are minor amounts of arsenopyrite ©and chalcopyrite. The strike of this shearing according to Mr. Friezen, if projected, would traverse the north tier of ( claims of the Caesar Minerals Ltd. group. Economic Geology of the Area © Previous to the World War I, pyrite production took place at Goudreau. Gold has been produced lntermitte..*!y since 1918 at several mines in the area, the most important of which was © the Cline Lake Gold Mines about 10 miles north-east of the Caesar Minerals Ltd. claims. In general the gold deposits are associated with shear zones at or near masses of granodiorite. For the most part old is found In subsidiary veins, shear zones and fracture fillings off the main shear zones. The shearings are mineralized fy quartz, sulphides and gold. Sulphide mineralization in general consists of less than ten per cent of the rock mass '; and is composed of pyrrhotite, pyrite, some arsenopyrite and sphalerite. ! ( In 1969 there was a revival of interest in the area where Ego Mines L -ited obtained some encouragement Initially in diamond drilling on their property about six miles to the west. Subsequ :.,t results were however, it is understood, {not too encouraging although drilling has recently been resumed. P Recently the Algoma Central Railway announced that they had engaged a geological consulting firm to map and ©, carry out preliminary exploration work in the area and this, it was s©., ted, was on a five year plan. (See Northern Miner, December 22, 1960 Page 8). Conclusions and Recommendation* The Caesar Minerals Ltd, group Iles In an area of numerous rock outcrops in the Goudreati are* where gold, pyrite and Iron has been produced In the past. The geology of the claims are favourable for gold deposition to it is recommended that work be done on these claims. An endeavour should be made to trace the shearing from the property to the enat on to the Caesar claims. To assist In prospecting, lines shouM bc established at 200 foot intervals north-south. An electromagnetic survey should be made of the entire group. It Is ,;st!mnted that f 10,000.00 should be set aside for this work. All of which is respectfully submitted. 16 Meadowacres Drive, "J. C. HONSBERGER" Agincourt, Ontario. J. C. Honsbergcr, P.Eng., January 6, 1001. Mining; Engineer and Geologist. CERTIFICATE With reference to my Report dated January 6, 1061, on the Caesar Minerals Ltd. claims, Goudreau Area, Algoma District, Ontario, I, J. C. Honsberger, do hereby certify and state: 1. I am a Consulting Mining Engineer and Geologist with offices at 16 Meadowacres Drive, Agincourt, and 416, 18 Toronto Street, Toronto, Ontario, 2. I am a Graduate Mining and Metallurgical Engineer with the Dcgieo of B.Sc. (1028 Queen©s University, Kingston, Ontario). I am a member of the Canadian Institute of Mining and Metallurgy, 1929; I am a member of the American Institute of Mining A Metallurgical Engineers, 1944; I am a member of the Corporation of Professional Engineers of Quebec, 1946.1 am a member of the Association of Professional Engineers of Ontario, 1944. 8. I have no interest directly or indirectly nor do I expect to receive any interest either directly or indirectly in the property or securities of the company, 4. My report is not based on a personal examination of the property, but on various reports and maps mentioned in my report and by my conversation with Mr. W. Friczcn, prospector, the s©"kor of the claims, 16 Meadowacres Drive, Agincourt, Ont. "J. C. HONSBERGER" January 6, 1901. J. C. Honsberger, P.Eng.

REPORT ON THE CLAIMS OF CAESAR MINERALS LIMITED NICOL TOWNSHIP GOWGANDA SILVER AREA, ONTARIO Property The group held by the company consists of 18 contiguous non-patented mining claims totalling 720 acres or there abouts and numbered MR 31204 to MR 31311 inclusive. The group is about 2 miles long north-south and about quarters of a mile wide east-west, three- Location All the claims are located in the north-west part of Nicol Township except the northern part of claim MR 81807 which extends into Haultain Township. The claims are one and one-quarter miles east of the town of Gowganda, Accessibility The claims are readily accessible to an all-weather highway which crosses the southern part of the property and which proceeds cast to Elk Lake and Cobalt. Adjoining Properties Siscoe Metals Ltd. (formerly Miller Lake O©Bricn Mines Ltd.) adjoins Caesar Minerals claims on the north-east. The Siscoe Metals Ltd. property and its predecessor has been in production intermittently for nearly 60 years with a silver production of over 26,000,000 ounces. Tegoe Mines Ltd. (formerly the Big Four) adjoins the Caesar Mineral property on the west. Work has been carried on intermittently for the past few years on the Tegoc property. The work has been confined to a vein that strikes N 14 degrees E and dips SO degrees to the east and which contains cobalt mineralization. Notes on the Geology of the Area Reference are taken from Ontario Department of Mines Report, Volume XXV, Part III, 1926, and Volume LXIV, Part V, 1966. The oldest rocks in the area are the Keewatin volcanics, volcanic fragmental etc.. and iron formation with dykes of light coloured porphyritic rocks. These rocks are largely altered to hornblende and chloritic schist. The Keewatin series was intruded by batholiths and smaller masses of granite and syenite of probable Algoman age. Small masses of serpentine occur in the Keewatin and many basic dykes older than the Cobalt series Intrude Keewatin schists and the granite. the Erosion took place and sediments of the Cobalt series were then laid down. This series lies in gentle folds with nearly horizontal dip and have been little disturbed. Intruding all the rocks is a sill or sills of Nipissing diabase. Diabase dykes then Intruded all other formations including the diabase sills. Note* on (he Geology of (he Caesar Mineral Ltd. claims The till of Nipissing: diabase in the area ID generally flat lying or gently dipping intruding and overlying the Keewatin volcanic rocks and the Cobalt sediments, On the property of Caesar Minerals Limited the diabase sill hns been eroded thus exposing the underlying Cobalt sediments. On tne Siscoe Metals property adjoining the Caesar Minerals claims on the cast the diabase sill-Cobalt contact Is exposed north-soutlt and dips gently to the east. The sill next appears about one-half mile west of the west boundary of the Caesar Minerals Limited claims. Outcrops of greywacke occur on the north side of the road on the Caesar Minerals claims. Three cast-west trending diabase dykes of Post Nipissing age are shown as occurring on the property of Tegoe Mines Limited and one has been traced Into the Caesar property. A younger olivine diabase dyke traverses the Siscoe Metals property nnd the Caesar Minerals claims in a north-westerly direction. ©Notes on Silver Productions In the Gowganda area nearly all silver production has been mined from the Upper part of the Nipissing diabase sill. The Big Four vein, however, occurs in the Keewatin volcanics under the diabase sill along a later quartz diabase dyke. In the Cobalt silver area silver ore occurs near the upper and lower contacts of the Nipissing diabase sill In the ©.Cobalt sediments (mainly conglomerate) and where Keewatin volcanics occur in contact with the diabase relatively .j little silver ore has been found. . Summary and Conclusions Caesar Minerals LimlLimited holds a ^group of 18 claims totallingu 720 acres In Nicol township,.. Gowganda. area of Ontario and adjoins on the west the property of Siscoe Metals Limited, a long established producing mine. In this area silver and cobalt mineralization occur in diabase sills and in Cobalt sediments and Kee.**Mn volcanic rocks in close proximity to diabase. Two later diabase dykes cut across the Caesnr Minerals Limited claims and on the Tegoe Mines pror srty adjoining Caesar on the west Cobalt mineralization occurs associted with one of the diabase dykes on the Tegoo Mines property. It is therefore concluded that exploration work is justified and this work is hereinafter recommended. Recommendations It is recommended that the claims bc mapped and surface prospecting be carried out. This work Is estimated to cost about 32,000.00. All of which is respectfully submitted.

January 6, 1961. "J. C. HONSBERGER" 16 Meadowacres Drive, J. C. Honsbcrger, B.Sc., Agincourt, Ontario. P.Eng.

CERTIFICATE With reference to my Report dated January B, 1961, on the property of Caesar Minerals Limited, Nicol and Haultain townships, Ontario, I, J. C. Honsberger, do hereby certify and state: 1. I am a Consulting Mining Engineer and Geologist with offices at 15 Meadowacres Drive, Agincourt, and Suite 415, 18 Toronto Street, Toronto, Ontario. I have been practising my profession for over 30 years, the last 16 independent consultant. as an 2. I am a Graduate Mining and Metallurgical Engineer with the Degree of B.Sc. (1928 Queen©s University, Kingston, Ontario). I am a member of the Canadian Institute of Mining and Metallurgy, 1929; I am a member of the American Institute of Mining A Metallurgical Engineers, 1944; I am a member of the Corporation of Professional Engineers of Quebec, 1945.1 am a member of the Association of Professional Engineers of Ontario, 1944. © 8. I have no interest either directly or indirectly and I do not expect to receive any interest directly or indirectly in the property covered in this report or in the shares or securities of the company referred to in this report. [V 4. My report is not based on a personal examination of the Caesar Minerals Ltd. claims although I have done work t In the area on an adjoining property. My report is based on a report by G. P. Thoday, P.Eng., dated October 17, I960, and on various government reports and maps. .January 6, 1961. :\ 16 Meadowacres Drive, "J. C. HONSBERGER" ^ Agincourt, Ont. J. C. Honsberger, P.Eng.

r i.:

10 REPORT COPPER GULCH PROPERTY of CAESAR MINERALS LIMITED Townships 163 and 169, "Sault Ste. Marie, M, D. District of Algoma, Province of Ontario. PROPERTY The property of Caesar Minerals Limited, known ao the Copper Gulch property, comprises an area of about 6*40 acres and consists of 16 unpatented mining claims numbered: S. S. M. 50312 to S. S. M, 50327 (Inclusive, When thu property was examined in 1952, it consisted of 12 claims numbered S. S. M. 23767 to 23778 (inclusive). Those latter claims have been restated and four added, making 16 claims in all. I have checked the claims on Department of Mines claim maps for Townships 163 and 169, and find that the ground described in this present report covers the showings which I examined in 1952. LOCATION The property is situated in Townships 163 and 169, in the Sault Ste. Marie Mining Division of Ontario, and is located about 33 miles north easterly from the village of Iron Bridge, which is 16 miles by road from Blind River, a point on the Sudbury-Sault Ste. Marie branch of the Canadian Pacific Railway. There is a well gravelled road from Iron Bridge up the Little White River to within one mile of the showings. A trail about one mile in length leads from the road to the showings. GENERAL GEOLOGY The consolidated rocks are quartzites, argillitee and arkose of the Misaissagi formation of Huronian Age. These formations have been intruded by a large diabase dyke, about 150 feet wide, which strikes N 200 to 300 W. MINERALIZATION Copper mineralization occurs in two parallel sheared and brecciated zonee in the quartzite on either side of the diabase dyke. These zones strike N 30 West and dip 85 degrees south westerly. Mineralization consists of disseminated chalcopyrite, narrow seams of higher grade chalcopyrite and quartz, narrow seams of chalcocite, with an erratic dissemination of specular hematite and magnetite. MINERAL SHOWINGS The SOUTH or CLIFF ZONE occurs on the west face of a steep cliff, immediately to the east of a small creek and in the south west corner of claim S. S. M. 50327. Here a sheared and brecciated zone about ko feet wide is exposed, striking N 30O W and dipping 85 degrees south westerly. In this zone are several, at leaot three, narrow, one inch, seams of high grade chalcocite copper ore. A sample of this high grade material assayed 31.5636 copper. There is also a narrow one inch seam with chalcopyrite. The shear zone is briken and somewhat oxidized, showing malachite staining* Specular hematite is disseminated across the width of the shear zone. As exposed, the overall copper content of the ehowlng would hardly be of ore grade and I recommend that the zone on the cliff face be freshened by blasting, that it might be better sampled. I also recommend that the ground to the south east be stripped to test for the continuation of the zone in that direction. About 80 f ^et north east of the footwall of the Cliff Zone is a large diabase dyke, and this intervening ground should be closely prospected by trenching. * . . © © © .1 . ** © "* - - North Zone Thirty feet north east of the diabase dyke and about 260 feet north, easterly from the Cliff or south Zone, there is a sheared and silicified zone in the quartzites mineralized with chalcopyrite and magnetite. This zone is parallel to the South aone, striking N 300 W and dipping 85 degrees southwesterly. The zone appears to be about thirty feet wide and is partially, exposed in three small pits. A sample across six feet essayed 0.86^ copper, in addition to which there Is one foot of higher grade copper ore separated from the six feet of low grade by a snail depression filled with gravel. I recommend that this zone be trenched across its full width, and prospected with stripping along its strike. pEMOV©ED FRO" NOT T O -**1 * THE ©- - . ,... T© r ,. o, GEOLOGIST. C

SAULT S - 2 -

(l) (i) The Company IB the holder of 16 unsurveyed and unpatented but tagged wining claims in Townships 163 and 169, Sault Ste. Marie Mining Division, District of Algoma, Ontario, more particularly described as follows: SSM50312 to SSM50327, both inclusive all of which said mining claims are recorded in the Mining Recorder©s Office for the Sault Ste. Marie Mining Division.

(ii) By agreement date May 25th, 1956 made between Roy Hamilton (Prospector and Developer) of the Town of Blind River, in the District of Algoma, in the Province of Ontario, John Aubrey Hamilton (Prospector) of the Tow of Blind River, in the District of Algoma, in the Province of Ontario, John Aaron Weece (Manufacturer-Distributor) of the City of Belleville, in the County of Hastings, in the Province of Ontario, and Francis McCaul Hawley (Executive) of the City of Belleville, in the County of Hastings, in the Province of Ontario, as Vendors, and the Company as Purchaser in consideration of the allotment and issue of 800,000 shares of the capital stock of the Company, the Vendors transferred and assigned to the Company the aforesaid sixteen wining claims. Of the said 600,000 shares 80,000 were issued as free shares and the balance, namely 720,000 shares were escrowed as described in paragraph (h) above. (iii) The following persons and no others received a greater than J# interest in the aforesaid vendor consideration, namely: Free Shares Escrowed Shares Roy Hamiltc., 20,000 180,000 John Aubrey Hamilton 20,000 180,000 John Aaron toese 20,000 100,000 Francis McCaui Hawley 20,000 180,000 (m) Full details with respect to the mining claims held by the Company, including the means of access thereto, the character, extent and condition of underground and surface exploration and development, and the known history thereof, are given in the report of D. G. McKechnie, Professional Engineer, dated the 21st day of May, 1956, forming part of this prospectus and to which reference is hereby expressly made. No work has been done on the said claims by the present management and the Company owns no underground or surface plant and equipment.

(n) One hundred thousand shares (100,000) of the Company©s treasury stock are to be purchased at 10^ per share as an investment by John Aaron Weese and Francis McCaul Hawley on their own behalf upon the acceptance by the Ontario Securities Commission of the prospectus for filing. Additionally, the Company proposes to offer its shares through the mediun of registered security dealers at a commission not exceeding twenty-five percentun (25^). The Company may also compensate the registered security dealers to the extent of not more than a further fifteen percentum (15^5 towards the costs of distribution. There are no shares of the Company covered by option agreements outstanding or proposed to be given. (o) The ^roceeds fro:n the sale of the shares offered by this prospectus will be used to provide the Company with workinc capital for its general corporate purposes. In the immediate future, it is hoped to realize the minimum required to follow the recommendations of the Company©s engineer.

(p) The Company has been incorporated since May 3, 1956. The preliminary expenses of the Company are estimated at $3,000.00 comprising solicitors© fees and disbursements in connection with the incorporation and organization of the Company and the qualification of its shares for sale in the Province of Ontario under The Securities Act. It is estimated that the minimum expenditure in respect of development expenses during the current financial year (1956) will be $20,000.00 applicable to property referred to in paragraph (l) (i) above. It is estimated that administration expenses during the current financial year will not exceed ^5,000.00.

(q) No indebtedness is to bs created or assumed, which is not shown in the balance sheet dated May 28th, 3056, accompanying this prospectus, except such indebtedness as nay be incurred by the Company in the usual and ordinary course of its business. (r) (i) The principal business in which ee.ch director or officer has been engaged during the past three years and the length of time, position held and name of the Company or firm ard \ ©.©or PROSPECTUS - Or©-:.©: .; Of ©:-7. .-v . CAESAR MINERALS UMTTEDB/ j. ©"" ©" W AMI*- ~, """~* (a) The full name of the Company is CAESAR MINERALS LIMITED ( here inafteP ^Ued the "Company"). The head office of the Company is located at Room 303, 30 Bioor Street, West, Toronto 5, Ontario. (b) The Company was incorporated under Part IV or the Ont&rio Corporations Act by letters patent dated May 3, 1956. No supplementary letters patent or similar authority fer variation of the letters patent or otherwise have been issued to the Company. (c) The name in full, present occupation and home address of the officers and directors of the Company are as follows:

OFFICERS AND DIRECTORS President and Director JOHN AARON WEESE 135 Dufferin Street, Manufacturer-Distributor Belleville, Ontario Vice-President and FRANCIS MCCAUL HAWLEY 2?3 Dufferin Street, Director Executi\fe Belleville, Ontario Secretary-Treasurer MALCOLM MONTGOMERY UO Cluny Drive, Soli-, itor Toronto, Ont. Director MARY CIuRLUINI 13 Shand Ave. Secretary Toronto, Ontario Director HANNAH NAKAGAWA 2k Sellers Ave. Secretary Toronto, Ontario Director JAMES RONALD DENNY 9 Fallingbrook Drive Solicitor Scarborough, Ontario. PROMOTER

There is no promoter associated with the affairs of the Company (d) The auditor of the Company is Lloyd E. Ncwth fc Associates, 13^ Harbour Street, Toronto, Ontario.

(e) The Registrar and Transfer Agent for the shares of the Company is Chartered Trust Company, 31* King Street, West, Toronto, Ontario. (f) The authorized share capital of the Company consists of 14,000,000 shares of the par value of ^1 each, of which 800,005 have been issued and allotted at the date hererf and are outstanding as fully paid and non-assessable. (g) The Company has not created any bonds or debencures and does not propose to do so at this time. (h) Share certificates representing 720,000 shares of the capital stock of the Company are escrowed with Chartered Trust Company, 3^ King Street West, Toronto, OfltW©io, subject as to release from escrow, pledge, transfer, hypothecation or other, alienation only with the consent in writing of the Ontario Securities Commission. Thai said escrowed shares when released from escrow will be apportioned pro ratft among thereof. © © tbe ^VSt-Vregistered1 ©" ! " "©".": holders-: "© ©

. ; . "© ,.1V..-© , , ; . © © ©i.. , "©. © (i) The only shares sold by the Company for cash to date are 5 Incoi©pt^tor4©©©ehareo at a price of ^1 per share. No commission was paid or is payable in connection therewith. (j) To date, no securities of ©;he Company other than the nhares © paragraph (i) hereof have been sola for cash. (k) No shares of the Company have been allotted or issued to any promoter. Copper Gulch Property (Continued) -2. About 250 feet north easterly from the north zone, there, is a shallow pit near the south side of a small lake. This pit shove specular hematite and disseminated chalcopyrite in the quartzite. CONCLUSIONS Copper mineralization occurs in at least two fairly vide, parallel sheared zones under favourable geological conditions. Other zones now hidden by overburden may be present. The property warrants further work to more fully expose the known showings and to trace their extensions along strike. Recommendations As the showings contain magnetite, a preliminary magnetic survey would be useful and is recommended. Concurrent with this survey showings should be stripped and sampled. A few short diamond drill holes would give a better sample than surface work owing to the oxidation present. Respectfully submitted 185 ^Haughton Street, "D, C. MG KECHNIE," P. Eng. Sudbury, Ontario. May 21st, 1956. (R.P.E. Seal)

D. C. MCKECHNIE Mining Engineer 185 McNaughton Street Sudbury, Ontario. With reference to my report on the Copper Gulch Property of Caesar Minerals Ltd., Townships 163 and 169, Sault Ste. Marie Mining Division, I Donald C. McKechnie of the City of Sudbury, Province of Ontario, hereby certify and state that: 1. I am a Mining Engineer, and reside in the City of Sudbury, Ontario. 2. I am a graduate of the University of British Columbia in Mining Engineering, and have been practising the profession of Mining Engineering for the past 3** years, and that I am a member of the Association of Professional Engineers of Ontario. 3. I have no interest, either directly or indirectly, and I do not expect to receive any interest either uirectly or indirectly in the property covered in this report, nor in any other securities of the Company to which the property referred to herein belong.

U, The accompanying report is based on a personal examination of the claims in August 1952, and to the best of my knowledge no work has "been done on the claims since that time.

"D. C. MC KECHNIE*© P. Epg. 185 McNaughton Street, Sudbury, Ontario. May 21st, 1956. (R.P.E. Seal) John Aaron Weese is Manufacturer-Distributor and is proprietor of Shannonville Canners at Belleville, Ontario. Francis McCaul Hawley is an Executive and is President of York-Kiddie Rides Limited at Belleville, Ontario. Malcolm Montgomery is a solicitor and is employed at the law firm of Denny, Gardner k Montgomery at Toronto, Ontario. Mary Ciurluin? M a Secretary and is employed at the law firm of Denny, Gardner b Me i vinery at Toronto, Ontario. Hannah NaJcigava is a Secretary and it* employed at the law firm of Denny, Gardner fc Hn.©ogomery at Toronto, Ontario. James Ronald Denny is a solicitor and partner of the law firm of Denny, Gardner & Montgomery at Toronto, Ontario. (ii) John Aaron Weese and Francis McCaul Hawley are interested in the considera tion given by the Company for the acquisition of its mining claims to the extent set out in paragraph (l) hereof. Subject as aforesaid, no director or officer of the Company had any interest either direct or indirect either personally or as a partner in a firm, in any property acquired or to be acquired by the Company. (iii) No remuneration has been paid to officers and directors to date. It is estimated that during the current financial year, no remuneration will be paid to the directors of the Company as such, and that the remuneration to be paid to the Secretary of the Company will not exceed ^25.00 per month. (B) No dividends have been paid by the Company. (t) Roy Hamilton, John Aubrey Hamilton, John Aaron Weese and Francis McCaul Hawley are "by reason of beneficial ownership of securities of the Company, in a position to elect or cause to be elected a majority of the directors of the Company. (u) There is no known arrangement for the sale of vendors© shares. Such shares, how ever, as may from time to time be released from escrow, together with the free vendors 1 shares, may be sold at the current market price but the proceeds will not accrue to the treasury of the Company. DATED at Toronto this 7th day of June, A. D., 1956. The foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required by Section 38 of the Securities Act (Ontario) and there is no further material information applicable other than in the financial statements or reports where required. DIRECTORS:

"JOHN AARON WEESE" "FRANCIS MG CAUL HAWLEY" "MALCOLM MONTGOMERY" "MARY CIURLUINI"______"HANNAH NAKAGAWA"______

"JAMES RONALJ^DEKNy2D F ROM , r,~ - OFFICE ; GEOLOGIST, c —— STE. ./.A--. CAESAR MINERALS LDCTED BALANCE SHEET AS AT MAY 28, 1956 ASSETS Cash on hand 670.00 Mining properties (at cost) 16 unsurveyed and"unpatented mining claims in Townships 163 and 169 District of Algoma, Ontario, acquired for 800,000 shares at ^.10 per share 80,000.00 Estimated incorporation and organization expenses 2,697.00 83,367.00 LIABILITIES Accounts payable Balance of estimated incorporation and organization expenses 1,362.00 Shareholders© deposits On offer to purchase 100,000 shares of treasury stock at ^.10 per share 2,000.00 Capital stock Authorized l*,000,000 shares of the par value of ^1,00 each

Issued and fully paid For cash 5 shares For mining properties 800,000 sharfts 800,000.00 Less Discount on shares 720,000.00 80,000.00 80,005.00 4 83,367.00

Note 720,000 shares of total shares issued and allotted for mining claims are held in escrow with the Chartered •i: Trust Company, 3^ King Street West, Toronto, Ontario t f Approved; ©f "J. R. DENNY" Director "M. MONTGOMERY" Director iv-©Xy. Auditor©s Report We have made an examination of the records of Caesar Minerals Limited for the period y--r'. date bf incorporation May 3, 1956 to May 28, 1956. Our examination included a general review of the accounting procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances. In our opinion the above balance sheet is properly drawn up so as to exhibit a true and correct view ; of the state of affairs of the company at May 28, 1956 and as shown by the books of the ^company.-, ;.©,. . ,. ;; © ,; ; v©r©k ©*:\©: "LLOYD E. NBWTH fc ASSOCIATES" Toronto June 6, 1956 Chartered Accountants