•*!l86NWee6S DEN l SON 13 DENISON 010

ARCADIA NICKEL CORPDHATION LIMITED (No Ptnoml IJibility)

This Prospectus has been filed pursuant to the previsions of Part VII of The Securities Act, (Ontario) and under no circumstances is it to be construed as an offering by Arcadia Nickel Corporation Limited (No Perional Liability) for the silt of the Company©s shares or a solicitation by the taid Company for an offer to buy any of its shares. 1. The full name of the Company is Arcadia Nickel Corporation Limited (No Personal Liability), herein after, /or convenience, referred to as "the Company". The Head Office of the Company is at the City of Sherbrooke, Quebec. The Company maintains an Executive Office at Suite 405, New Wellington Building, 1)7 Wellington Street West, Toronto, Ontario. 2. The Company was incorporated under the provisions of The Quebec Mining Companies© Act by Letters Patent dated the 2)rd day of February, 19J). 3. The following ire the particulars as regards the officers, directors and promoter! of the Company: (a) OFFICERS AND DIRECTORS PRESIDENT AND MANAGING DIRECTOR...... ALLEN ELIAS ROSEN, Mine Operator, "Arcadia", Mississauga Road, Port Credit, Ontario. VICE-PRESIDENT AND DIRECTOR ...... ANDREW ROBERTSON, Mining Engineer, 6O Highland Avenue, Toronto Ontario. VICE-PRESIDENT AND DIRECTOR ...... ROY HERBERT THOMSON, Publisher, Mississauga House, Miisissauga Road, Port Credit, Ontario. SECRETARY-TREASURER AND DIRECTOR...... JAMES MURRAY ANDERSON, Corporation Secretary, 150 Dawlish Avenue, Toronto Ontario. DIRECTOR ...... VAN IIOOSE SMITH, Metallurgical Engineer, 90 StrathalUn Blvd., Toronto, Ontario. DIRECTOR ...... GEORGES SYLVESTRE, LL.D., Notary Public, 122 Murray Street, Sherbrooke, Quebec. DIRECTOR .. . . .LOUIS PANCER, Mining Engineer, 154 Gorevale Avenue, Toronto Ontario. ASSISTANT SECRETARY-TREASURER . WILLIAM LANGILL HOGARTH JR., Secretary, 120 Dundas Street East, Cooksville, Ontario. (b) The Promoter is the aforeuid Allen Elias Rosen. 4. The Company©s Auditors are. Thorne, Mulholland, Howson fc McPherson, Chartered Accountants, 111 Richmond Street West, Toronto, Ontario. 5. The Guaranty Trust Company of Canada, 70 Richmond Street West, Toronto Ontario, and 610 St. James Street West, Montreal, Quebec, is the Transfer Agent and Registrar of the Company©s capital stock. 6. The authorized capital of the Company is )5,000,000.00 divided into 5,000,000 shares of the par value of Jl.OO each, all of one class, whereof, at the date of this Prospectus 2,500,007 shares have been alloted and upon the issue thereof will be outstanding as fully paid and non-assessable, 7. There are no bonds cr debentures outstanding or proposed to be issued. 8. Certificates representing 810,000 shares of the Company©s capital stock are presently escrowed with the Guaranty Trust Company of Canada, 70 Richmond Street West, Toronto, Ontario, subject to release-pro rata to the parties entitled thereto O©-.Iy on the written consents of the Ontario Securitir* OoTirwsion and a majority of the Directors of the Company, and subject also to transfer, hypothecation, assignment or other-alienation only on the content in writing of the Ontario Securities Commission. r 9. The following are the particulars of the share* told for cash: 7 shares at $1.00 per share^,..,...... *...... ,...... S 7.00 200,000 shares at lOc per shart...... ,...... :...... ,...... 20,000.00 200,000 shares at 15c perjnare...... 3.0,000.00 200,000 shares at 25c jyfshare ...... v , ...... x©50,000.00 200,000 shares at 35cXper share...... /..©.:.-...... -...... ^ 7 0,000.00 200,000 shares at oc per share ...... X.... 80,000.00 200,000 shares at per share...... y;©.!...... 100,000.00 200,000 shares at 75c per share...... VT...... 150,000.00 200,000 shares/t Jl.00 per share..©...... yT ...... 200,000.00

1,600,007 1700,007.00

The last mentioned 1,600,000 shares are to be issued upon receipt of payment as tet out in item 14. No commission was paid or is payable on the sale of the foregoing shares. 10. There have been no securities other than the foregXng shares sold for cash to date. 11. Wo shares were issued or are to be issued or cun paid or is to be paid by the Company to any person for promotiona/or other services except for the consideration paid to the Vendors by the said Company for the minin, propertiea©set forth hereunder. 12. (i) Particulars relating to the acquisition of property of the Company are as follows: A. BELLECHASSE GROUP: The Company holds under the minin aws of the Province of Quebec, a group of unpatented mining claims in ellechasse Township, in the County of Bel lasse, in the Province of Quebec, comprising about l^OO^icres as follows: Those certain unpatented minin.-laims - comprising. ....r ...... n the.... southerly. ~ - , ...... halves of- .Lots..... 2 to.. ..11 inclusive,, Range. ..0 . I and all of Lots 2 to 11 inclusive, Range IL/in tht said Township of Bellechasse, duly recorded in thp©Office of the Mining Recorder for the Province of Quebe/; known as the south half of Claim Numbers Q.67024-J"-6-7-8-9-)0-l-2-3, and all of Claim Numbers Q.67036 to/J.67045 inclusive, and which claims are held under Development Licenses 21223 to 21227 inclusive and 21229 to 21233 inclusive. B. The Company holdi under the mining laws of the Province of Ontario, jpKree (3) groups of unpatented mining claims as follows: f (1 ) WERNER LAKE QROUP: Those twenty-nine (29) unpatented mining claims located in the Lake Area, in the Red Lake Mining Division, District of Kenora, Patricia Portion, duly recorded in the Office of the Mining RecorderRee for the Red Lake Mining Division, at Red Lake, Ontario, as Numbers KRL.35738 to KRiyV66 inclusive. (2) BLIND RIVER AREA GROUP: Those ..eighteen (18) unpatented mining claims located in Townshipiwnship 163, in the DistrictDist ri of Algoma, Province of Ontario, ©duly recorded with the Mining Recorder of the Sault Ste. Marie Mining Division at Sault Ste. Marie, Ontario, as Numbers SSM.33717 to SSM.33734 inclusive. (3) NEELON TOWNSHIP GROUP: Those seven (7) unpatented mining claims in Neelon Township, District of Sudbury, in the Province of Ontario, duly recorded with the Mining Recorder of -thtSudbury Mining Division at Sudbury, Ontario, as Numbers S.77789 to S.77795 inclusive. f C. The Company owns that property formerly known as the Toburn Mine, in the Kirkland Lake Mining Area, comprising the following patented mining claim/located in the Townships of Teck and Lebel, in the District of Temiskaming, in the Province of Ontario, namely: (1) Parcel 8146, in the Register foryCentre Section Temiskaming, as registered in rhc Land Titles Office, for the District of Temiskaming, at ; HaileyWary, Ontario, comprising former Mining Claim L.1823 situate in the Township of Teck, containing by admeasurement Thirty-one and nine-tenths (31©ljo) acres, more or less; EXCEPTING the surface rights© to the following lands, being part of Mining Claim No. L.1823: (a) Parcel of land having ah area of 0.114 acres, more or less, as shown on Plan of Survey, signed by A. Matheson, Ontario Land Surveyor, dated August 5th, 1946, and attached to Transfer No. 86966 Temiskaming; s (b) Parcel of land having an are* of 0.39 .icres, more or las, as shown on Plan of Survey, signed by A. Matheson, Ontario Land Surveyor, dated July 3rd, 1950, and attached to Transfer No. 98509 Temiskaming; (c). Parcel qf land having an area of 0.138 acres, more or lesi, ai khuwii on Plan of Survey, signed by A. Matheson, Ontario Land Surveyor, dated May 17th, 1950, and attached to Transfer No. 985.56 Temiskaming; 9. The following arc the particular* of the share* told for caih: 7 iharet it 11.00 per thare ...r...... ,...... t 7.00 200,000 tHaret at lOc per share...... 20,000.00 200,000 share* at Uc per share ...... )0,000.00 200,000 share* at 2Jc per share ...... y...... 50,000.00 200,000 share* at 35c per share ...... ©...... 70,000.00 200,000 iharet at 40c per *hare ...... ,...... 10,000.00 200,000 share* at 50c per *hare ...... 100,000.00 200,000 sham at 75c per ihire...... 1)0,000.00 200,000 shares at 11.00 per *hare ...... 200,000.00

1,400.007 1700,007.00

The last mentioned 1,600,000 shares are to be isiued upon receipt of payment ai set out in item 14. No commission wit paid or is payable on the sale of the foregoing shares. 10. There have been no securities other than the foregoing shares told for cash to date. 11. No shares were issued or are to be issued or cash paid or is to be paid by the Company to any person for promotional or other services except for the consideration paid to the Vendors by the said Company for the mining properties set forth hereunder. 12. (i) Particular* relating to the acquisition of property of the Company are as follow*: A. BELLECHASSE GROUP: The Company holds under the mining laws of the Province of Quebec, a group of unpatented mining claims in fiellechasse Township, in the County of Bellechisse, in the Province of Quebec, comprising about 1.500 acre* as follows: Those certain unpitented mining claim; comprising the southerly halves of Lots 2 to 11 inclusive, Range l and all of Lots 2 to 11 inclusive, Range H, in the said Township of Bellechasse, duly recorded in the OtFice of the Mining Recorder for the Province of Quebec, known at the south half of Claim Numbers Q.67024-5*6-7-8-9-)0-l-2-), and all of Claim Number* Q.670X to Q.670-45 inclusive, and which claims are held under Development License* 2122) to 21227 inclusive and 21229 to 212)) inclusive. B. The Company holds under the mining law* of the Province of Ontario, three ()) groups of unpatented mining claim* at follow*: (1) WERNER LAKE GROUP: Those twenty-nine (29) unpatented mining claims located in the Red Lake Area, in the Red Lake Mining Division, District of Kenora, Patricia Portion, duly recorded in the Office of the Mining Recorder for the Ped Lake Mining Division, at Red Lake, Ontario, at Numbers KRL.)57)S to KRL.35766 inclusive. (2) BLIND RIVER AREA GROUP: Those eighteen (11) unpatented mining claims located in Township 163, in the District of Algoma, Province of Ontario, duly recorded with the Mining Recorder of the Sault Ste. Marie Mining Division at Sault Ste. Marie, Ontario, as Numbers SSM.))717 to SSM.))7)4 inclusive. ()) NEELON TOWNSHIP GROUP: Those seven (7) unpalented mining claims in Neelon Township, District of Sudbury, in the Province of Ontario, duly recorded with the Mining Recorder of ©the Sudbury Mining Division at Sudbury, Ontario, as Number* 5.777*9 to S.7779J inclusive. C. The Company owns that property formerly known as the Toburn Mine, in the Kirkland Lake Mining Area, comprising the following patented mining claims located in the Townships of Teck and Lebel, in the Diitrict of Temiskaming, in the Province of Ontario, namely: (1) Parcel IH6, in the Register for Centre Section Temiskiming, as registered in the Land Titles Office, for the District of Temiskaming, it Haileybury, Ontario, comprising former Mining Claim L.182) situate in the Township of Teck, containing by admeasurement Thirty-one and nine-tenths ()l©,©in) acres, more or less; EXCEPTING the surface rights to the following lands, being part of Mining Claim No. L.182): (a) Parcel of lind having an area of O.I M acres, more or less, as shown on Plan of Survey, signed by A. Matheson, Ontario Land Surveyor, dated August 5th, 1946, and attached to Transfer No, 1 6966 Temiskaming; (b) Parcel of land having an area of 0.)9 acres, more or less, as shown on Plan of Survey, ligned by A. Matheson, Ontario Land Surveyor, dated July )rd, 1950, and attached to Transfer No. 91509 Temiikaming; (c) Parcel of land having an area of 0.1)1 acres, more or less, as shown on Plan of Survey, *igned by A. Matheson, Ontario Land Surveyor, dited May 17th, 19)0, and a niched to Transfer No, 91554 Temiikaming; (d) Parcel of land having an area of 0.114 acre*, more or less, ai shown on Plan of Survey, signed fcy A. Matheson, Ontario Land Surveyor, dated May 17th, 1950, and attached to Transfer No. 98557 Temiskaming. © AND SUBJECT to an easement granted to The Corporation of the Township of Teck, under Transfer No. 64342, for a water and sewer line for the conduct of water and the right to construct, repair and other privilege! and conditions more fully set out in said Transfer, together with a right-of-way as a meant of access for its engineers, officers and employees etc., on that part of the surface rights of Mining Claim L. 182), in the Township of Teck, containing by admeasurement 0.2)7 acres, mor-; or less, as shown on Plan of Survey made by A. Matheson, Ontario Land Surveyor, dated February 27th, 19)7, and attached to Transfer No. 64)42 Temiskaming. ALSO SUBJECT to a right-of-way granted to The Hydro-Electric Power Commission of Ontario, under Transfer No. 66677 Temiskaming, for a transmission line and the right to construct, repair and other privileges and conditions more fully set out in said Transfer. (2) Parcel 8147, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office /or the District of Temiskaming, at Haileybury, Ontario, comprising former Mining Claim No. L.1822, situate in the Township of Teck, containing by admeasurement Twenty-six and one-tenth (26^ u ) acres, more or less. EXCEPTING thereout the surface rights to part of Mining Claim L. 1822: (a) An area of 2.11 acres, more or less, as shown on Plan of Survey, made by A. Matheson, Ontario Land Surveyor, dated July 22nd, 1944, and attached to Transfer No. 82470 Temiskaming, and (b) An area of 1.82 acres, more or less, as shown on print of Plan No. 2O-517), attached to Transfer No. 105648 Temiskaming. SUBJECT to an easement granted to The Corporation of the Township of Teck, under Transfer No. 64)42, Temiskaming, for a water and scwcr line for the conduct of water and the right to construct, repair and other privileges and conditions more fully set out in Transfer No. 64)42 Temiskaming, together with a right-of-way as a means of access for its engineers, officers, etc., on tint part of the surface rights of Part of Mining Claim L.1822, in the Township of Teck, containing by admeasurement 0.)75 acres, more or less, as shown on Plan of Survey, made by A. Matheson, Ontario Land Surveyor, dated February 27th, 19)7, and attached to Transfer No. 64)42 Temiskaming; AND SUBJECT TO a right-of-way granted to The Hydro-Electric Power Commission of Ontario, under Transfer No. 66677 Temiskaming, for a transmission line, and the right to construct, repair and other privileges and conditions more fully set out in said Transfer No. 66677 Temiskaming, on part of the above Mining Claim L.1822, as shown on Plan Number 204-100) attached to the said Transfer; AND SUBJECT TO a right-of-way and easement granted to The Hydro-Electric Power Commission of Ontario, under Transfer No. 9880) Temiskaming, to erect and maintain poles, anchors, and to string wires thereon and to operate the same and other provisions and conditions as in Transfer No. 9880) Temiskaming, over part of the above Mining Claim L.1822, as set out in said Transfer. ()) Parcel 585, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office, at Haileybury, Ontario, comprising former Mining Claim I. .2)78, situate in the Township of Lebel, in the District of Temiskaming, containing by admeasurement Thirty-four and two-tenths ()4 !J| 0 ) acres, more or less; (4) Parcel 586, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office, at Haileybury, Ontario, comprising former Mining Claim No. L. 2)77, situate in the Township of Lebel, in the District of Temiskaming, containing by admeasurement thirty-three ())) acres, more or less; (5) Parcel 5944, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office, at Haileybury, Ontario, covering the surface rights of former Mining Claim No. H, R. 1440, situate in the Township of Teck, in the District of Temiskaming, containing by admeasurement thirty-three ())) acres, more or less; (6) Parcel 5945, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office, at Haileybury, Ontario, comprising the surface rights only of Mining Claim H. R. 1441 (L.2)750) situate in the Township of Teck, containing by admeasurement forty-two and eight-tenths (42^,,) acres, more or less, EXCEPT ING the surface rights of part of said Mining Claim H. R. 1441, transferred to Nipissing Central Railway Company, being composed of the right-of-way of the Nipissing Central Railway Company, containing by admeasurement two and nine-tenths ( 2©^©n, ) acres, more or less, as shown on Plan attached to Transfer No. 4)12) Temiskaming; AND SUBJECT TO a right-of-way for a transmission line, transferred to The Hydro-Electric Power Commission of Ontario, and the right to construct, repair and other privileges and conditions more fully set out in Transfer No. 66677 Temiskaming, on a portion of the surface rights of the above Mining Claim H. R. 1441, located across said Mining Claim H. R. 1441. (7) Parcel 3)10, in the Register for Centre Section Temiskaming, as registered in the Land Titles Office, at Haileybury, Ontario, comprising Mining Claim H. R. 1441, situate in the Township of Teck, in the District of Temiskaming, containing by admeasurement forty-two and eight-tenths (42V| y ) acres, more or lest. The surface right* wen severed from this Parcel, asd the said surface right* now comprise said Parcel 5945, Centre Section Temiskaming; (l) Parcel ))ll, in the Register for Centre Section Temiskaming, us registered in the l.md Titles Office, at Haileybury, Ontario, comprising Mining Claim No. H.R.1442, situate in the Township of Lebel, in the District of Temisluming, containing by admeasurement thirty-two and five-tenths (32©Vi,,) acres, more or less, EXCEPTING the surface rights of part of said Mining Claim M.R.1442, transferred to Nipissing Central Railway Company, being composed of the right-of-way of the said Nipissing Central Railway Company, containing by admeasurement one and seven-tenths (I©/io) acres, more or less, as shown on Plan prepared by G. P. Angus, O.I..S., dated at North Bay, Ontario, June 7th, 192), and attached to Transfer No. 4)12) Temiskjining; SUBJECT TO a right-of-way granted to The Hydro-Electric Power Commission of Ontario, for a transmission line, arid the right to construct, repair, and other privileges and conditions more fully set out in Transfer No. (6677, on part of above Mining Claim H.R. 1442, and subject to a right and easement granted to The Hydro-I;.lectric Power Commission of Ontario, by Transfer No. 9180) Temiskaming, dated May 5th, 1950, to erect and maintain poles, anchors and to string wires thereon, and to operate the same over part of the above Parcel, and being a portion of Mining Claim I..2)7), in the Township of Lebel, in the District of Temiskaming. (9) Parcel ))12, in the Register for Centre Section Temiskaming, at registered in the Land Titles Office, at Haileybury, Ontario, comprising Mining Claim M.R. 1444, situate in the Township of Lebel, in the District of Temiskaming, and being land and land covered with water of part of Gull Lake, containing by admeasurement forty- two and two-tenths (42 ~f\ o ) acres, more or less, EXCEPTING the surface rights of part of said Mining Claim H.R.1444 transferred to the Nipissing Central Railway Company, being composed of the right-of-way of the Nipissing Central Railway Company, containing by admeasurement one and seven-truths (l*/,,,) acres, mure or less, ts shown on Plan attached to Transfer No. 4)12) Temiskaming, made by G. P. Angus, O.L.S., and dated at North Bay, Ontario, June 7th, 192); ALSO RESERVING a strip of land one chain in perpendicular width along the shore of Gull Lake, said reservation being of the surface rightt only. SUBJECT to a right-of-way granted to The Hydro-Electric Power Commission of Ontario, by Transfer No. 6 6677 Temiskaming, for a transmission line, .md the right to construct, repair and other privileges and conditions more fully set out in above Transfer No. K677 Temiskaming, on part of above Mining Claim H.R.1444, AND SUBJECT ALSO to the right and easement granted to The Hydro-Electric Power Commission of Ontario, by Transfer No. 9880) Temiskaming, to erect and maintain poles, anchors and to string wires thereon, and to operate the tame, and other provisions and conditions, as it set out in the said Transfer, over part of the above Parcel. (10) Parcel 214, in the Register for Temiikaming, as registered in the Office of Land Titles, at Haileybury, Ontario, comprising Mining Claim H.R. 1440, in the Township of Teck, in the District of Temiskaming, containing by admeasurement thirty-three ())) acres, more or less, being mining lands only. The surface rights of the taid lands were severed from the above Parcel and are now Parcel 5944 Centre Section Temitkaming; (11) Parcel 217, in the Register for Temiskaming, at registered in the Office of Land Titles, at Haileybury, Ontario, comprising Mining Claim H,R.144), in the Township of Lebel, in the District of Tcmitkaming. containing by admeasurement thirty-five and one-tenth ()5!ju) acres, more or less; SUBJECT TO a right-of-way granted to The Hydro-Electric Power Commission of Ontario, for .1 transmission line and the right to construct, repair and other privileges and conditions more fully set out in Transfer No. *6677 Temiskaming, on part of above Mining Claim H.R. 144). (12) Parcel 347, in the Register for Temiskaming, as legistered in the Office of Land Titles, at Haileybury, Ontario, comprising Mining Claim L.1821, in the Township of Lebel, in the District of Temiskaming, containing by admeasurement thirty-one and seven-tenths (31 "/i o) acres, more or less; SUBJECT to a right-of-way granted to The Hydro-Electric Power Commission of Ontario, for a transmission line and the right to construct, repair and other privileges and conditions more fully set out in Transfer No. 66(77 Temiskaming, on part of the above Mining Claim I..IS2I; AND SUBJECT ALSO to a right and easement granted to The Ontario Hydro-Electric Power Commission of Ontario, to erect and maintain poles and anchors, and to string wires thereon, and to operate the same and other provisions and conditions as set out in Transfer No. 9(80) Temiskaming, over part of the above Parcel, and being a portion of Mining Claim L.I 121; AND EXCEPTING from said parcels the surface rights covering certain lots laid out on a plan of a proposed subdivision over parts thereof. 12. (ii) The Bellechas* Group of mining claims in Bellcchasse Township, described in 12 (i) A. above, where acquired by the Company, from the said Allen Elias Rosen, under an Agreement, dated the 10th day of April, 19)), in consideration of the sum of 190,000.00, which was fully paid and satisfied by the allotment and issue of VOO.OOO fully paid and non-assessable shares of the capital stock of the Company, The Verner Lake Group described in 12 ( l ) B. ( l ) above were acquired bjr staking, at a cote of 12,900.00, which has been paid.* The Blind River Group described in 12 (1)B.(2) above were acquired by staking, at a cost of 11,800,00, which hai been paid. The Neelon Township Group described in 12 (l)B.(J) above were purchased from Joseph Eugene Huard, Temple Bldg., 62 Richmond St. W., Toronto, Ontario, for S7.500.00 cash, which has been paid. The Company acquired the Toburn Mine described in 12 (1)C. above, together with all buildings, works, plants, machinery, equipment, vehicles, stores, office furniture and equipment, materials and supplies of whatsoever nature and kind and wheresoever situate in, on or about the same, from Aer Investments Limited, 1)7 Wellington St. Toronto, Ontario, for 1)75,000.00 and hai issued therefor iti promissory note payable on demand. 12. (iii) No person has received or is to receive from any vendor above mentioned a greater than 5^ interest in the consideration paid for the mining cl.iims and properties as aforesaid, save Andrew Robertson, 60 Highland Avenue, Toronto, Ontario. The said Allen f.. Rosen, his wife Flora Rosen and hit sister Celia Mallen, 800 Eglinton Avenue West, Toronto, Ontario, are the only persons who hold a greater than 5^ interest in the vendor, Aer Invest ments Limited. 1). The means of access to the Company©s properties; the character, extent and condition of any underground exploration and development; the character, ex:ent and condition of any surface exploration and development, and the known history of the properties are set forth in the report of Harold G. Way, Ph.D., Consulting Geologist, dated June 10th, 1955, with respect to the Bellechasse group; the report of the said Harold G. Way, Ph.D., dated June 9th, 1955, with reference to the Werner Lake Group; the reports of Ralph Hurd, B.S. in Ch.E., E.M. dated June lith, 1955, and LionJ R. Simard, Consulting Geologist, dated June Hth, 1955, with respect to the Blind River Area claims, the report of said Ralph Hurd, B.S. in Ch.E., E.M., dated June 10th, 1955, with respect to the Neelon Township claims and the report of said Harold G. Way, Ph.D., dated June Mth, 1955, with respect to the Toburn Mine, copies of which reports accompany and by reference thereto are made part of this Prospectus. No work has been done by the present management on the said mining properties, save as set forth in said accompanying reports. There is no underground or surface plant and equipment, except at the Toburn Mine, described in the accom panying report of Harold G. Way, Ph.D., dated June H, 1955. H. Pursuant to an agreement in writing entered into on the 5th day of July, 1955, between the Company and S. J. Brooks fc Company, 185 Bay Street, to purchase 1,600,000 shares of the capital stock of the Company as follows: 200,000 shares at lOc per share, 200,000 shares at 15c per share, 200,000 shares at 25c per share, 200,000 shares at )5c per share, 200,000 shares at 40c per share, 200,000 shares at 50c per share, 200,000 shares at 75c per share and 200,000 shares at $1.00 per share, and to pay therefor the sum of {700,000.00 on or before the lith day of July, 1955. The Underwriter has not entered into this Agreement on behalf of any other person, firm or corporation. Sidney J. Brooks, Ralph C. Henson, J. Dumaresq Smith, John Kinross and Moses A. Zacks, are the only persons, who have a greater than 5^- interest in S. J. Brooks 8c Company. The Company does not propose to make any offering of its shares, except pursuant to the aforementioned Agreement. The Company h.is no control over the shares to be issued and outstanding as aforesaid, save that the consent of the majority of the Directors is required to the release of the 810,000 shares in escrow, as aforesaid, and on the release thereof, the Company will have no further control thereover. Neither S. J. Brooks fc Company, nor any broker or broker-dealer trading in shares of the Company, will be so engaged as the agent of the Company, nor has the Company any control over any broker or broker-dealer so engaged, nor over the Underwriter. During the course of primary distribution of the Company©s shares, the brokers or broker-dealers engaged therein may acquire, offer for sale and sell the 900,000 vendor shares issued as aforesaid, subject to escrow provisions as to 810,000 of the said shares, or some thereof concurrently with the other shares allotted and to bc issued as afore said aggregating 1,600,007. Therefore, 2,500,007 shares may be offered by such brokers or broker-dealers. The signatories hereto have no knowledge of any special arrangement for the sale of the said shares issued for properties as aforesaid. The said shares which are free and which may be released from escrow, and shares purchased from the Company, pursuant to the agreement aforesaid, may be sold to the public in the ordinary course of trading through any broker or broker-dealer, but the proceeds from the sale of the said shares will not accrue to the treasury of -the Company. There are no sub-underwriting or sub-option agreements outstanding. 13. The Company propoKi to carry out the preliminary programs of exploration and development of it* Verner Lake Group, Bellcchaise Group, Blind River Group and Neelon Group, as recommended in the accompanying report* on said properties. The management estimate* the costs of to doing at about i 1)0,000.00, for which adequate funds will be available from the sale of it) shares as aforesaid. The further exploration and development of said mining claims will depend upon the results of the preliminary programs and no estimate can be made of the costs of such future exploration and development, if any. The Company also propose* to carry out the surface diamond drilling of and examination to the l,091-foot level of the Toburn Mine, as recommended by said Harold G. Way, at an estimated cost of 110,000.00, for which funds will also bc available from the sale of shares as aforesaid. ID addition to the above, the proceeds from the sale of the said shares, at aforesaid, will be used by the Company to repajr Allen E. Rosen and Flora Rosen, the sum of J150,000.000 advanced by them by way of loan to the Conyany and to pay the Company©s promissory note for 1)75,000.00 in favour of Aer Investments Limited. If- ( 1) No indebtedness is to be created or assumed, which is nut shown in the balance sheet of thf Company©s affairs at at the 5th day of July, 1955, a copy of which accompanies and by reference thereto is made 4 part of this Prospectus, save in the ordinary course of the Company©s business. (2) The Company has been incorporated for more than one year and the preliminary expenses are *et forth in the accompanying balance sheet. 17. (i) Particulars as regards the principal business in which each Director or Officer has been engaged during the past three years are as follows: ALLEN ELIAS ROSEN, Mine Operator, has been engaged in prospecting for mineral deposits and exploring and developing the same. He is alto Chairman of the Board and Director of Ascot Metals Corporation Limited, Vic*-Presid*nr *nH rtirn-tnr ni Quebec Nickel Corporation Limited, Eastern Metals Cor poration Limited and Eastern Smelting 6c Refining Company Limited. ANDREW ROBERTSON, Mining Engineer, has been engaged in managing various mining operations, including Golden Manitou Mines Limited, Barvue Mines Limited and Maitadon Zinc Mines Limited. He is President and Managing Director of Yale Lead 8c 7.inc Mines Limited, Ascot Metals Corporation Limited, Eastern Metals Corporal inn Limited and Eastern Smelting If Refining Company Limited. He is Vice-President and Managing Director of Quebec Nickel Corporation Limited, Cobalt Consolidated Mining Corporation Limited and Silanco Mining tt Refining Company Limited, as well as being a Director of other mining companies. ROY HERBERT THOMSON, Publisher and Radio Station Owner, has controlled and directed the affairs of Thomson Company Limited and Northern Broadcasting Company Limited. He is also Vice-President of Frontenac Broadcasting Company Limited, Kawartha Broadcasting Company Limited and St. Lawrence Advertising Limited. JAMES MURRAY ANDERSON has carried on his profession at a Corporation Secretary at Toronto, Ontario. He is also Secretary-Treasurer of Ascot Metals Corporation Limited and numerous other companies. VAN HOOSE SMJTH, Metallurgical Engineer, has been engaged as technical representative of North American Cyanamid Limited, at Toronto, Ontario. He is also a Director of Ascot Metals Corporation Limited. GEORGES SYLVESTRE, LL.D., has carried on his profession as a Notary Public in and for the Province of Quebec, at Sherbrooke, Quebec. He is also a Director of Eastern Metals Corporation Limited, Ascot Metals Corporation Limited, Eastern Smelting Ac Refining Company Limited and other companies. LOUIS PANCER, is in business for himself as a Mining Engineer, and is Vice-Prcsident and Managing Director of Dyno Mines Limited and a Director of other companies. WILLIAM LANG1LL HOGARTH JR., has carried on his profession as a Secretary at Toronto, Ontario. He is also Assistant Secretary-Treasurer of Ascot Metals Corporation Limited. (ii) None of the Directors or Officers of the Company ever had any interest, direct or indirect, personal or as a partner in a firm, in the property acquired by the Company, save the Vendor, Allen Elias Rosen, who received the considerations as set out above in paragraph 12(ii), and save Andrew Robertson, who is to receive 50.000 escrowed share* from Allen Elias Rosen. (iii) No remuneration has as yet been paid to any Officer or Director. James Murray Anderson will be paid at the rate of {200.00 per montli, commencing June l, 1955, for his sec re t a ri j! services to the Company. William Langill Hogarth Jr. will be paid at the rate of S100.00 per month commencing June l, 1955, for services as Assistant Secretary-Treasurer. Save ai above, the Company is not able to make any estimate of the amount to be paid to Directors and Officers during the current financial year. Any such remuneration will be commensurate with the service* rendered and should not exceed in the aggregate for the current financial year the sum of J5.000.00 to Director* and 125,000.00 to Officers. 11. The Company has not as yet paid any dividends. 19. Allen ©Elias Rosen, "Arcadia", Mississauga Road, Port Credit, Ontario, by reason of hit ownership of securities of the Company, may be in a position to elect or cause to be elected a majority of the Directors of the Company. 20. There are no other material facts not disclosed in the foregoing. 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 statement or reports where required. DIRECTORS: PROMOTER: "ALLEN ELIAS ROSEN" M ALLAN EUAI ROSSN" "ANDREW ROBERTSON" "Rov HERBERT THOMSON" by his Attorney, "KENNETH Rov THOMSON" "JAMES MURRAY ANDERSON" "VAN MOOSE SMITH" by his Attorney, "JAMES MURRAY ANDERSON" "GEORGES SYLVESTRE" by his Attorney, "JAMES MURRAY ANDERSON" "Louis PANCER"

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, at required by Section 38 of The Securities Act (Ontario), and there is no further material information applicable other than in the financial statement or reports where required. In respect of the nutters which are not within our knowledge, we have relied upon the accuracy and adequacy of the foregoing. UNDERWRITER: S. J. BROOKS 8c COMPANY Per: S. J. Brooks DATED at Toronto, Ontario, this lith day of July, 1955.

REPORT CONCERNING BELLECHASSE PROPERTY OF ARCADIA NICKEL CORPORATION LIMITED (No Prnontl Liability) LOCATED IN BELLECHASSE COUNTY, PROVINCE OF QUEBEC SUMMARY Gold-bearing diorite intrusive! hive been exposed by surface exploration and have been tested by a limited amount of diamond drilling for a length in excess of 1,000 feet and to varying depths up to 200 feet on the Bellechasse Township property of Arcadia Nickel Corporation Limited, herein described. Large, angular blocks of quartz, contain ing coarse free gold and associated mineralization have also been located on the property but the source, beneath overburden, has not yet been ascertained. Base metal deposits have been outlined on the adjoining property of Panet Metals and traced by diamond drilling practically to the boundary of the Arcadia Nickel property. The copper-nickel ore bodies currently being readied for production at the neighboring property of Eastern Metals Corporation Limited are directly on the line of strike extending from Bcllechassc into adjoining Rollette Town ship and there appears to be a good chance of locating similar deposits on the unexplored portion of Arcadia Nickel property. An entirely new and extensive mining area is available for exploration at a result of current development in BclkchMte-Montmagnr Counties and the general picture is further enhanced by announcement thit smelting facilities will bc available at Cbicoutimi. PROPERTY AND LOCATION The BeUechaiM Township property of Arcadia Nickel Corporation Limited consists of the South V, of I.ou 2 to H (incl.), Range I and all of Lots 2 to 11 (incl.). Range 11, Bellcchiste County, Province of Quebec. The property totals 1,500 acres in size and is held under Development Licenses 21,22) to 21,227 incl. and 21,229 to 21,2)) (incl.) dated October 22, 1952. The property is within two miles of the Village of St. Magliore on the main road leading northwesterly approximately sixty miles to Quebec City. Other secondary roads traverse thr property along Range lines extending northeast-southwest. FACILITIES AND NATURAL RESOURCES The area is one of the oldest settled farming districts in the Province of Quebec. Freight and passenger facilities of the Quebec Central Railway are available within ten miles of the property. Electric power is immediately available when required. An adequate supply of labour is assured from the local populace. Water for all mining and milling purposes it available from * miall river which meanders across the property. .PHYSICAL GEOLOGY llie topography b typical of the Appalachian uplift areas with northeast trending hills and valleys which have differences in elevation up to 1,500 feet. The general elevation is fairly high with some hills riling to 2,500 feet above sea level Precipitation is heavy with an abundance of snow during the winter month*. Outcrops are numerous on the ridges but fe*v or lacking in the valleys, [n general the heavier mantle of overburden is on the southeast slopes.

GENERAL GEOLOGY AND STRUCTURE Post Ordovician diorite and gabbro intrusives have been traced across the property and are no doubt the source of mineralization located. These intrusives appear to be sills that follow lines of weaknen or contacts between interbedded sediments and volcanics of the Ordovician "Vrontiere Group". The sediments are largely black and grey slates with some arenaceous dolomite while the volcanics are basic andesites with typical (luw structure and often well developed pillows. The preliminary map of the St. Magliore Area, No. 999, Department of Mines, Quebec, 195) contains the geology by Jacques Beland. The belt of favourable formation, in which discoveries have been made in the area, is regarded as a continuation of the serpentine belt extending northeasterly from Thetford Mines and lying within the highly folded imi disturbed Appalachian Range. Typical ultrabasic intrusives are found on the neighboring Eastern Metals property and there is i chance that such intrusive! exist beneath the overburdened areas on the Arcadia Nickel property. There is considerable alteration in the vicinity of all intrusives consisting of varying amounts of talc, sericite, silicification and serpentinization. The mineralization consisting of various assemblages of sulphides is a straight replace ment and, in the case of the gold associated with diorite intrusives, the mineralization is in a stockwork of quartz with galena and arsenical pyrite containing the free gold. On (he adjoining property of Panet Metals a zone of nearly massive sulphides occurs in a silicified band within the slates. The mineralization consists of fine grained pyrite, sphalerite, galena and chalcopyrite with added values in gold and silver. The zone appears to lie off the nose of one of the diorite intrusives and there is a good chance of locating similar zones along or close to the contacts of the diorites crossing the property of Arcadia Nickel. Also of importance as a structural control for localizing minerjli/ation are fluctuations in the attitude of con tacts both along strike and dip.

HISTORICAL REVIEW Early work in the Bcllechasse-Montmagny area consisted of a search fur asbestos-bearing serpentine. Some fibre exists but in general is too harsh to be commercial. In 1949 Theodore Belanger, native of St. Fabien de Panet, located widespread mineralization on the property now known as Eastern Metals Corporation Limited in the adjoining Rollctte Township. The copper-nickel deposits ir t© currently being .readied for production. In 1951 prospectors, under the direction of the r.-riter, located veins carrying free gold in Range II of Beilechasse Township. A similar discovery was also made by Hollinger prospectors on the adjoining ground in Range III. Surface trenching and diamond drilling followed and traced the gold bearing diorites for considerable lengths. About the same time high grade mixed sulphide ore was found in flo.it on the adjoining property of Panet Metals. Subsequent diamond drilling located the zone and traced same for a considerable length toward the boundary of Arcadia Nickel to the southwest. Numerous gold assays running into the ounces per ton have been recorded from the gold-bearing zone on the property of Arcadia Nickel. To date thirteen diamond drill holes having a total footage of 2,388 feet have probed the showing for over 1,000 feet along strike. The core from all of this drilling is stored on the property. There is a good chance that the placer gold deposits worked in (he Chaudierc River originated from similar deposits which eroded and followed the natural topographical slope and drainage pattern downward to the Chaudiere valley.

GEOPHYSICAL SURVEYS The Department of Mines and Technical Services, Ottawa, has carried out an airborne magnetometer survey of the area. The St. Magliorc sheet, Map 115G, contains the findings of this airborne survey and shows a strong anomaly of 2,000 gamma intensity crossing the Arcadia Nickel property in conformity to the mapping of diorite and gabbro intrusives. Very interesting negative anomalies, which may represent sulphide mineralization, show up along the course of Moose River which flows northwesterly across the property. The valley of this river may represent a cross fault or line of folding and is worthy of close exploration. There are no outcrops in the valley and cither geophysical ground methods or diamond drilling will be required to ascertain the structure or structures responsible for the anomalies. Geophysical experience at Eastern Metals has shown that the ore zones lie beneath low intensity or negative areas. Exploration in the vicinity of these anomalies on Lots 2-3-4 close to the Range line between I li H should have a good chance of locating mineral deposits. In view of the overburdened nature of most of the northwesterly portion of the Arcadia property a series of close magnetometer profiles should be obtained and arc warranted to assist outlining of underlying geology. Northwest- southeast profiles along lot lines should give the necessary clues and if required any outstanding anomalies can be detailed.

RECOMMENDATIONS AND CAPITAL REQUIREMENTS There is little doubt but wh.it the aforementioned geophysical work th.n i* warranted will obtain results that will require systematic diamond drilling. The results of the geophysical work will indicate the areas to bc drilled. A minimum of S50.000.00 should be made available for prelimanry exploration. Roughly this amount will be required as follows: Geophysical Survey and Diamond Drilling ...... ,...... {30,000.00 Sample and Assaying...... 6,000.00 Equipment and Supplies...... ,. . . 2,000.00 Addition to present Building...... 2,000.00 Contingencies ...... ,...... ,...... 10,000.00 Dependent upon the results obtained from this preliminary exploratory program major financing may be required.

CONCLUSION The Beilechasse Township property of Arcadia Nickel Corporation Limited lies within the favourable belt of formation in which all discoveries have been nude to date in the Bcllechassc-Montnugny area. Furthermore good gold values and associated mineralization h.is already been located and traced for considerable length and widths. There is a good chance of locating sulphide bodies beneath the large overburdened portions of the property. The writer knows the property well and has no hesitation in recommending the exploration program. Respectfully submitted, "Harold G. Way" HAROLD G. WAY, Ph.D., June 10, 1955. Consulting Geologist. CERTIFICATION TO WHOM IT MAY CONCERN I, Harold G. Way, Sherbrooke County, in the Province of Quebec, do hereby certify M followi: 1. THAT l ant a geologist, residing at ) l Atto Street, Lennoxvilte, Quebec. 2. THAT I hold the following degree* in Geology; Bachelor of Science University of Michigan, 19)1 Master of Arts University of Toronto, 19) J Doctor of Philosophy University of Toronto, 19) 6 l have been practising my profession as a Geologist for over 20 years, l am presently employed as Chief Geologist for Atcot Metals and subsidiary Companies; retained at Consulting Geologist for Silanco Mining 8c Refining Company, Wilrich Petroleum Co. Ltd., Stafford Copper Mines Ltd. and do private consulting work. I am a member of the Canadian Institute of Mining 8c Metallurgy and a Fellow of the Canadian Geological Association. ). THAT I have no interest cither directly or indirectly, and l do not expect to receive any interest either directly or indirectly in any of the properties or in the securities of Arcadia Nickel Corporation Limited, save for remuneration for services rendered as Consulting Geologist in the preparation of (he said report. 4. THAT the accompanying report is based upon personal knowledge of the property described and personal supervision of the work carried out to date during the period from the staking of the claiim in October, 1931, up to the present time. "Harold G. Way" HAROLD G. WAY, Ph.D., DATED at Lakefield, Ontario this 10th day of June, 19*3. Consulting Geologist.

REPORT CONCERNING WERNER LAKE PROPERTY OP ARCADIA NICKEL CORPORATION LIMITED (No Penontl Liability) RED LAKE MINING DIVISION, ONTARIO SUMMARY Ai a direct result of underground development, at the Werner Lake property of Quebec Nickel Corporation Limited, showing substantially better grade of copper-nickel ore than estimated from a long program of surface exploration and diamond drilling the tempo of exploration along the extent of the Bird River-Werner Lake-Rex Lake "break" has increased and several additional exploration programs have started. The Quebec Nickel project appears to be reasonably assured of becoming a successful producer. Arcadia Nickel Corporation Limited now owns a substantial block of ground astride the "Werner-Rtx Lake Break" immediately adjoining east of the original "Dome Mines Property" on which work was done at the time of the original discoveries. This property is now known as Werner Lake Nickel and a program of surface exploration is report**! : currently. No exploration has been done to date on the property of Arcadia Nickel. However, the property is well known to the writer and there is little doubt but what the main structural fault, responsible for the control of ore deposition, extends across the property east-west and there is evidence that several subsidiary northeast-southwest structures are also contained within the boundaries of the large property. When exploration is carried out there appean to be a good chance that a repetition of findings could result. PROPERTY AND LOCATION The Werner Lake Property of Arcadia Nickel Corporation Limited consists of twenty-nine (29) unpatcnted mining claims of approximately forty acres each recorded and registered as Nos. )37)8 to 33766 (incl.) in the Red Lake Mining Division at Red Lake, Ontario. The property extends for 2 ©/i miles along the south boundary of "Verner Lake Mine* in an east-west direction and thence for three claims in width approximately l ©/i miles north-south. Contact Like (to named because of the strong fault extending along same) and most of Beaver Lake are within the confines of the property. Werner Lake lies approximately {O miles by air due north of Kenora, Ontario and about hJf way in a direct lint between Kenora and Red Lake. The property herein described is less than three m i k-1 north of the meridian line that divides the Kenora and Red Lake Mining Divisions. This same meridian line alio it i lie boundary of the game prtfcrve on the north side.

10 ACCESSIBILITY © To daw all access to the Werner L.ike area has been by air wit©.i the bulk of service being from Kenora, a terminus on the©Transcontinental route of the Canadian Pacific Railway. The parallel route of the Canadian National Railway extends through Minaki at the north end of Lake of the Woods. Service to the area by air can also be had from Winni peg. A winter haulage route has been established which extends e.m-westcrly from the Bird River Highway near the Manitoba-Ontario boundary to the property oi© Quebec Nickel .it Werner Lake. In the opinion of the writer the reasonable access to the Werner Lake area for .ill year travel will bc construction of a road east-west along the regional ridges rather than attempt such ,\ road north-©.outh where high bluffs arc constantly encountered. The glaciation of the area has been so intense that little or no gravel is available and probably .1 portable crushing plant would be required to supply road ballast and coverage. Power and timber developments in the region of Werner Lake arc contemplated that should assist in the building of roads into the area. GENERAL AND STRUCTURAL GEOLOGY The Werner-Rex Lake "Break" consists, in the opinion of the writer, of a regional fault contact between paragneiss complex and granite along which basic insuusivcs have been intruded where northeast-southwest subsidiary faults intersect the main regional taults. The basic intrusive bodies, .it these intersections of the fault pattern, vary in size and shape anj inir.er.il content. The main fault is nearly vertical with slight inclination tn t h* north *.-V;?? ©^~~ subsidiary fracture pattern dips at varying angles. The hanging wall of the structure varies from garnctifferous paragnciss or highly altered limey sediments lo biotiic-honiMcndc pjrjgnciss with a more siliceous matrix probably being metamorphosed sandstone. In general, if the hanging wall portion of the /.one is garnctifferous the chance ol there being chalcopyrite mineralization is good. The writer has seen no nickel content whatsoever unless the basic intrusive prevails except for the "B" /one Jt Quebec Nickel. The main fault and subsidiary fractures are readily recognized depressions with sharp walls on cither side of the east-west granite ridges. Practically .ill known ore occurrences along the twenty mile length of "break" arc located beneath these depressions and there arc only r.ire outcrops within them. Between the peridotite intrusive masses, which appear to occur at the intersection of the fault pattern, con tinuous mineralization exists in the main east-.vcst fault. In the case of the "B" /.one mentioned above at Quebec Nickel this continuous mineralization consists of a brccchia zone replaced by nickel and copper of high content and easily recognized as the mam structural control. This is the only instance where sufficient exploration has been carried out lo obtain detailed information continuously ..long the strike of the ore /one. The chance of repeating this experience east-west for several miles is considered excellent when the required exploration is conducted. GEOPHYSICAL SURVEY RESULTS Electrical and magnetic geophysical survey methods have been used to test the susceptibility of the main Wcrner- Rcx Lake "break" along several miles of strike. There is little doubt but what the main ore lengths at Quebec Nickel are clearly discernible on the electrical geophysical .Mir.-ey plans and clearly outline the magnetic susceptibility of the basic intrusive bodies with which the nickel ore is a-soci.uod. No such work has yet been done along the "Contact Lake Break" which traverses the Arcadia Nickel property cast of Verner Lake. At Rex Lake, to the east, such survey clearly indicated the peridotite intrusives and subsequent to the survey diamond drilling located fair to good copper contents in the garnetiferous paragnciss along the main far.lt /one. The lenticular bodies of peridotite, which occur infrequently along the strike of the "break", were not encountered in the limited amount of drilling done and hence there was no nickel association. Weather conditions ,\t freeze-up precluded systematic drilling of exposed pcridotitcs in the area. MINERALOGY Copper, as chalcopyrite, prevails pcrsistantly .ilong the strike of the Werner-Rex "break" in the ©n..nging wall portion of the structure il the paragnciss is g.u netiHcroiis. Chalcopyrite usually is intermixed with the nickel minerals in the peridotite bodies .is well. Tile predominant nickel mineral, responsible lor good assays in the peridotite intrusives, is pentlandite. The mineral is very friable and caution must be exercised in intcrpcrtation of diamon-J drilling if there is evidence of grinding of core. Nickeliflerous pyrhotite of the magnetic type prevails .;s low nickel content in many of the peridotite bodies. The cobalt and precious metal (platinoid group) contents should be checked when this type of mineralization is encountered. The deposit outlined b}1 Dome F.xploration and currently Werner Lake Nickel appears to be of this type. Vanadium content has also been reported as associated assemblage. On the brecchiated fault contact ol the Verner Lake /one nearly a complete replacement by sulphides of nickel and copper minerals has taken place, l he nickel sulphides are predominantly of the violarite series which contains a variable hydrous molecule and, when exposed to the weather, diamond drill core containing these sulphides will dissintegrate at a rapid rate. Caution should also be exercised in the interpretation of possibilities of ore when this type of mineralization is encountered in diamond drill core because of its friable nature and the case of grinding. Cobajt has been proven to be J very important metal content in the ores of the Verner Lake area as evidenced by the respectable production record of the "Ventures" cobalt property at the west end of Werner Lake. The cobalt.

11 contest occurs predominantly a* the mineral cobaltite and a sizeable production of cobalt content and hand cobbed lum——A was flown from the Werner Lake operation. This mineral content hat been recognized at several

RECOMMENDATIONS Aa electrical geophysical survey of the property will quickly outline the structural pattern and should pkk op aay intrusms of the peridotite type which contain the copper-nickel mineralization. Toe geophysical work will bc the guide as to localizing the nerd for diamond drilling. The amount of diamond drilling required will depend upon early findings. A minimum of 175,000.00 should be available for the initial exploration program and depending upon the results obtained major finances may bc required. CONCLUSION From the air the structural breaks associated with the Wcrner-Rcx Lake fault are readily seen crossing the property of Arcadia Nickel especially along Contact Lake. Whether or not the "breaks" contain mineralized bodies depends upon work to be done. In view of such mineralization to be known both east md west of the property there should be s food chance of locating ore. Respectfully submitted, "Harold G. Way" HAROLD G. WAY, Ph.D.. June f, 1935. Consulting Geologist. CERTIFICATION TO WHOM IT MAY CONCERN l, Harold G. Way, Sherbrooke County, in the Province of Quebec, do hereby certify as follows: 1. THAT I am a geologist, residing at ) l Atto Street, Lennoxville, Quebec. 2. THAT I hold the following degrees in Geology; Bachelor of Science University of Michigan, 19)1 Master of Arts University of Toronto, 19)) Doctor of Philosophy University of Toronto, 19)S I have been practising my profession as a Geologist for over 20 years. I am presently employed as Chief Geologist for Ascot Metals and associated Companies; retained as consultant for Silanco Mining tt Refining Company, Wilrich Petroleum Co. Ltd., ShefTord Copper Mines Ltd. and do private consulting work, l am a member of the Cffti^i©p Institute of Mining tt Metallurgy and a Fellow of the Canadian Geological Association. ). THAT I have no interest either directly or indirectly, and l do not expect to receive any interest either directly or indirectly in any of the properties nor in the securities of Arcadia Nickel Corporation Limited, save for remuneration for services rendered in the preparation of the accompanying report. 4. THAT the accompanying report was written by me and is based upon personal examinations of the property described on several occasions since 19)2. I last visited the property in the month of July, 19)4. DATED at Lakefield, Ontario this 9th day of June, 19)). "Harold G. Way" HAROLD G. WAY, Ph.D.. Consulting Geologist.

REPORT DEALING WITH THE KIRKLAND LAKE PROPERTY OF ARCADIA NICKEL CORPORATION LIMITED (No PtTioiul UtMily) (FORMERLY KNOWN AS THE TOBURN MINE) SUMMARY This report deals with the property which became the initial producer of the Kirkland Lake camp in 191) as the Tough-Oakes-Burnside; was incorporated as Toburn Gold Mines, Limited in 19)1 anil produced continuously at a profit, under the management of American Smelting tt Refining Company, until 19)2. The property, together with all production equipment, was purchased by Acr Investments Limited in )9)) and has been maintained in good order since that time. A) will be shown in this report a minimum of exploration was carried out during the last ten years of operation under A. S. Bc R. management and ore reserves were not maintained. A program of exploration is recommended to fully delineate new ore reserves and starch for new ore structures. The mill and equipment on the property arc tangible assets having a replacement value of well over one million dollars and hat been maintained so that the mine could bc brought back into production quickly.

12 '"^ - ' .HISTORY AND DEVELOPMENT The property herein described is located at the cast end of the Kirkland Lake camp and consists of ten patented claims having a total area of 343 acres in Teck k Lebel Townships. The original surface discoveries of the Tough-Oakes were amalgamated with those of the adjoining Burnside to the south and between 191) and 19)1, when Toburn Gold Mines was incorporated, production amounted to S2.909.597 from the treatment of 290,477 tons of ore. Between 19)2 and 1950 a total of 806,614 tons of ore were treated from which 377,852 ounces of gold and 79,446 ounces of silver were extracted. Ore reserves in 1951 were conservatively estimated at 22,450 tons having an average grade of 0.47 ounces gold. More than this amount was subsequently mined and milled before closing the mine. Dividends paid from the operations of Tough-Oakcs and Toburn amounted to approximately three million dollars. Well known reports and papers thoroughly describe the details of all operations of the Kirkland Lake camp and arc readily available. The complete bibliography appears on pages 58-60; fifty-seventh Annual Report, Ontario Department of Mines, Part V, 1948 by Jas. E. Thomson and staff of the Kirkland Like mines. The mine has been developed from four shafts; the main opening is No. 3 extending to 1,090 feet and a subshaft extending to the 2,475 level. These shafts have serviced 21 levels in the mine. A summary of development and exploration in the mine follows: SUMMARY OF DEVELOPMENT AND EXPLORATION ORE BODIES OUTLINED LEVEL X-CUTS DRIFTS D. LENGTH AVER. GRADE ft DRIFT DRILLING WIDTH IN ORE 3.8© A-100 296 2,626 872 1,840 0.45 70.0ft 3-100 292 320 3.9© 0.53 30.4ft A-200 2,726 6,650 3,483 2,020 4.0© 687 70 0.24 8.0 7c 3-200 866 581 3.0© A-300 1,250 2,516 1,115 1,460 0.40 58 ft 3.9© A-400 2,268 2,250 0.60 27.8 ft 8,097 11,935 3.9© 3-400 2,927 4,459 2,921 1,600 0.43 35.9ft 4.1© 542 3,365 6,383 8,267 2,730 0.61 42.8 7c 3.6© 667 2,225 6,252 1,950 0.4J 3 1.2 ft 3,979 4.2© 792 3,535 7,007 2,200 0.48 31.4ft 6,024 4.1© 893 3,008 7.R07 7,562 1,790 0.54 22.9ft 4.0© 1018 2,451 4,456 5,217 1,275 0.54 28.6 ft 5.0© 1090 3,667 5,008 4,405 880 0.42 17.67* Sub 4.2© 1210 1,742 2,149 468 510 0.49 23.7ft 5.0© 1325 1,274 1,974 1,022 530 0.64 26.8ft 3.8© 0.55 1430 481 911 599 320 3.6© 35.1 ft 270 0.41 3 8.9 ft 1550 1,041 693 1,698 4.0© 1710 208 172 494 0.22 4.0© 1850 1,654 1,318 2,459 50 0.39 3.8ft 1975 116 505 6.0© 2100 525 880 1,736 3 ir, 0.38 35.2ft 4.0© 2225 365 280 335 :©0 0.73 10.7ft; 2350 75 2475 3.76S 4,491 25,7*2 (largely Federal Kirkland exploration) Via Sylvanite 3750 108 295 842 4.0© Totals 40,027 75,610 92,301 22,085 0.50 30.0ft

The Toburn mine operated and produced for two years following the above summary and the proven and broken ore reserves were augmented by some 50©/" before closing the mine. It should bc noted th.it onl\ station crosscuts have been driven on the 1975 and 2,350 levels with very little exploration of the intervening levels. The findings on the 2,100 level arc above average for the mine. American Smelting k Refining were content to operate the mine for a period of twenty years at an average daily rate of only 121 tons. The increase in costs, especially in wartime, with rapid rise of cost of labor and supplies since shows that operations were scrutinized very carefully in order to hold operating costs under {12.00 per ton. This left very little lcaway for exploration and the budget for such during the last periods were negligible. The chances of locating a myriad of small ore bodies in the intricate fracture patterns of the mine is exceiient rather than locating any single large ore body. The general concensus of opinion appeared to.be that sufficient exploration had

1) been completed to indicate that no /*r.r/ undiscovered ore body exists above (he 2,475 level. In the opinion of t h* writer no Urge undiscovered ore body could be expected in view of die fact that the ore in che tait end of the Kirkland Lake Camp usually consists of narrow quart/ veins occupying fractures around the periphery of the recognized syenite intrusive which plunges westward. The chance of outlining a Urge ore body rests in locating the*e fracture* in an area of frequency. Recent development* in the eastern portion of the camp disclose that emphasis bat been placed on outlining a flat or slightly inclined set of fractures as well as paying attention to, and concentrating exploratory effort on, the recognized fracture pattern associated with the area between the so-called main "north" and "touth" break* and branches thereof that have been responsible for practically all production to date.© For a portion of its history the Toburn mine operated at the old price of cold and a relative high cut-off dollar per ton value was established in order to maintain mill heads around half an ounce per ton. A study of the mine attay plant suggest several areas containing considerable tonnage that could have been mined if the daily tonnage had been at a higher rate. The emphasis that can be placed upon a renewed search for numerous flat-lying, rich lenses of high grade quartz it purely conjecture but the fact that a large percentage of production is currently being obtained, at the neighboring Sylvanite and VC©right Hargreaves mines, at a result of a systematic search for such vein systems makes the "large" ore body, in this portion of the camp, consist of "clustered area* of overall lower grade" around the periphery of the syenite prophyry rather than some new structure. It would appear that there is ample room for exploration and a good chance of finding new ore in fracturing associated with the O©Connell Lake fault and the No. 2 strike fault in the eastern portion of the property, Likewise the strong, regional Murdoch Creek fault which crosses the southern portion of the property has only been seen in a limited amount of shallow surface diamond drilling. There are reported highgradc surface showing* south of the mine workings that warrant investigation. This area would be in the south central portion of the Toburn property eatt of the end of Third Street. Recent developments on the John llljck cl.iinn, south of Sylvanite and Wright Hargreaves, are reported interesting in the area of the Murdock Creek fault. Experience has shown that ore bodii-i throughout the Kirkland Lake ucj have a dover relationship to structural features rather than any particular rock type. Systematic exploration of recent years h.n located ore in all rock type* of the camp with the exception of late Kceweenawan diabase dykes. Any prc-orc structure is worthy of close exploration in the intensely fractured areas adjacent to the main Kirkland Lake fault. Following early uncertainty and discouragements the mines at Kirkland Lake attained prosperity as the deep seated nature of the ore deposits were proven. The original Tough-Oakes Gold Mines, Limited went through bank ruptcy in attempts to locate the downward extension of the original surface discoveries. However, following acquisi tion of the property by Toburn Gold Mines Limited, the property developed and produced profitably for a subsequent twenty year period. Neighboring developments of the Tohurn are currently below 10,000 feet with excellent ore disclosures at such depths. It appears reasonable that a program of deep exploration from the Sylvanite workings might show new and unknown structural conditions that contain ore bodies. There is several thousand feet ©Q depth below the present Toburn bottom level that could prove to contain ore in new structures. The detail of mine plans involving structure, geology and assays of over twenty miles of mine workings and eighteen mile* of diamond drilling is beyond the scope of this report. Suttice to say that the plans and sections have been studied and rt studied and future plans can be suggested. RECOMMENDED PROGRAM 1. A systematic and detailed appraisal of all mine assay plans should be done with a view of ascertaining the amounts of low grade ore remaining in the walls of the present mine workings. It is quite possible that unsuspected flat-lying veins exist that would increase the overall grade. The present mine plans and records do not contain estimates of the grade below the "cut-off" point and diamond drill logs will have to be followed closely in arriving at these estimatei. 2. There are suggested areas of good grade ore that require additional diamond drilling to bring same into the proven class. Underground diamond drilling can be carried on along with (l) and has a good chance of adding to potsible ore reserves required to bring the mine back into production. ). During prior operations the exchange of information between Toburn and the adjoining Sylvanite Mine wai for the mutual interest of both mines and on several levels stoping was carried out along the mutual boundary. The exploration on the ),750 level of Toburn was done from the Sylvanite and exposed a narrow northeast striking vein containing high grade material. Since that date it is quite possible that deeper horizons could be tested by underground exploration from the Sylvanite workings. A crosscut to the south, towards the Murdock Creek fault, at the deepest possible horizon may encounter new structures containing ore. 4. A tubttantial amount of surface diamond drilling is warranted to test the structures crossing the south portion of the property along and adjacent to the Murdock Creek fault. 5. Suggestions of undeveloped ore in the most easterly portion of tin- upper mine levels make* it appear that turfact diamond drilling may locate new structures in this area. w™.

6. There a© a suggestion that any new production program could be guaranteed©additional assurance in the early stages by treating custom ore from another contemplated operation where ore is blocked out but no mill available.

CAPITAL REQUIREMENTS The buildings on the property have been maintained and are ready tor any contemplated program with only minor additions or changes in the mill as required. A sum of J30,000.00 will be required for an estimated 10,000 feet of surface diamond drilling. A sum of 150,000.00 should be made available for the examination, sampling, diamond drilling, etc. of the mine workings to the 1090© level. The amount required for underground exploration from the deepest possible level of the Sylvanite Mine will depend upon the negotiations made with officials of that Company. However, a rough estimate of thirty dollars per foot for such underground exploration would appear reasonable and a total of 5100,000.00 for the initial explora tion should be available. S250,000.00 will be required to test new possibilities and prepare the property for renewed production. This amount will allow only a limited amount for contingencies.

CONCLUSIONS Experience in the producing mining camps of Canada has shown th.it the best place to look for new ore ii where ore has been proven to exist in the past. Recent depth developments in the Kirkland Lake camp has located ore in practically all rock types as long as the favorable types of structures are located. The policy of prior operators of the Toburn mine, during the last ten years of operations, was to curtail exploration to a minimum with the result that ore reserves were allowed to dwindle to the uneconomic stage. The recommended program of exploration has a good chance of outlining new quantities of ore not only in present mine workings but at depth and in new structures along the Murdock Creek fault. The mine, mine buildings, mill and mine equipment are all tangible assets with a replacement value of over one million dollars that are intact and, with new ore reserves, the property could be brought back into production within a short period. © p - Respectfully submitted, "Harold G. Way" HAROLD G. WAY, Ph.D., Lennoxville, P.Q. Consulting Geologist. June M, 1955. CERTIFICATION TO WHOM IT MAY CONCERN I, Harold G. Way, Sherbrooke County in the Province of Quebec, do certify as folllows: 1. THAT I am a Geologist, residing at 31 Alto Street, Lennoxvillc, Quebec. 2. THAT I hold the following degrees in Geology: Bachelor of Science University of Michigan, 193 I Master of Arts University of Toronto, 1933 Doctor of Philosophy University of Toronto, 193* 3. THAT I have been practicising my profesiic n as a Geologist for over twenty years. I am presently employed as Consulting Geologist for Ascot Metals Corporation Limited and Associated Subsidiaries; Silanco Mining fc Refining Company Limited; Willrich Petroleums Limited; Shcflord Copper Mines Limited and do private consulting work. I am a member of the Canadian Institute of Mining k Metallurgy and a Fellow of the Canadian Geological Association. 4. THAT I have no interest either directly or indirectly, and l do not expect to receive any interest cither directly or indirectly in any of the properties or in the securities of Arcadia Nickel Corporation Limited, save for remuneration for services rendered in the examination of the Toburn property and the preparation of the accompany ing report. 5. THAT the accompanying report was written by me and is based upon personal cxamintaion and a study

35 1 © t © i ' ' T ' * of all available©mine plans md records over the period of the past two years. T hire frequently visited the said property tod ray last visit was during the month of July, 19)). DATED at Lennoxville, Quebec this Hth day of June, 19)). "Harold G. Way" HAROLD C. WAY, Ph.D., Consulting Geologist.

REPORT ON THE PROPERTY OF ARCADIA NICKEL CORPORATION LIMITED TOWNSHIP 16), SAULT STE. MARIE MINING DIVISION ONTARIO LOCATION ACCESS Tbe property consists of eighteen unpatented Mining Claims SSM))717-U-19-20-21-22-2).24-25-2*"27-2l- 29-)0-)l-)2-))-)4, in Township K). The eighteen claims comprise in area of about 720 acres. The property is approximately 35 miles northcatt of Iron Bridge by White River ro.id. Jron Bridge i* on Highway #17 about li miles west of Blind River. The property is well timbered with J.ickpine. spruce, balsam and poplar. Water i* availa 4e from Wilkie Creek which passes thru the property. Mine labour and casual help \\ a vailable in the irea at the uuul wage standards, mining supplies are available from Sudbury or Sault Ste. Marie.

HISTORY OF THE AREA Until the year 195) there had been no Mining of importance in thr vicinity of Blind River, although some bate metal mining had been done both to the east and west. In 195) and 1954 several radioactive zones hid been located and developed in this area.

GENERAL GEOLOGY About 4 miles north of the property, granites of Algoman age outcrop. Overlying the granite are Missiua(i tecUmems-qiurtzkes with minor amounts of conglomerate and agrillite. Above the Missistagi sediments in turn are Bruce conglomerate, Espanola formation, Serpent quartiite, Cobalt sediments. The Flack Lake-Quirkc Lake Fault, the main structural feature of the north belt passes thru about one half mile* louth of property.

ECONOMIC GEOLOGY The Blind River area is the site of a number of important uranium discoveries The most notable being those uf Algom, Consolidated Dennison, Pronto Mines. The ore consists of sulphides and oxides distributed through the unoxidized conglomerates, at or near the bate of the Miuisiagi quartzite*. The uranium bearing minerals are brannerite, pitchblende, uraninite and are associated with pyrite or pyrrhotite. No Mississagi conglomerates were found outcropping on the property, but outcrops of the Missistagi quartzite* were located, it is reasonable to expect that the conglomeiates will bc found at depth underlying th© property.

DEVELOPMENT Lines are being cut on the property for geological mapping and scintillometer or Geiger counter survey. One diamond drill hole has been partly completed to reach the base of the Mississagi series, h was drilled t j depth of 902 feet, the limit of drill, li is the intention to complete this hole as soon as larger drill i) available. Some quant conglomerate beds were cut, but they were in the upper Miisitsagi quartzite* and were not mineralized although some KCtiont showed slight radio-activity but not sufficient to make Ore.

CONCLUSIONS AND RECOMMENDATIONS While uranium finds have been made at various locations in the Mississagi series, the mott productive beds in fact the only beds in which sizable orcbodics have been proven lit- at or near the base of the series.

U g?;- ; ,

Uranium b not continuous throughout the base of the Mississagi series. It ii the writer©s opinion that there ii t reasonably good chance of rinding it underlying your property. It it recommended that the geological survey and Counter survey bc completed and that the present hole be completed to basement as soon as heavier drill is available. Respectfully submitted, "Ralph Hurd" Iron Bridge, Ontario. RALPH HURD, B.S. in June 11, 1955. Ch.E., E.M.

CERTIFICATE

I, RALPH HURD, of the City of Niagara Falls, in the Province of Ontario, hereby certify. 1. THAT I am a Chemical and Mining Engineer. 2. THAT I am a graduate of the University of Pennsylvania, B.S. in Chemical Engineering Class 1911 and Post Graduate in Mining, Colorado School of Mines, and I have been practicing my profession for 40 years. J. THAT I have no interest cither directly or indirectly, and I do not expect to receive any interest cither directly or indirectly in any of the properties or in the securities of Arcadia Nickel Corporation Limited. I was engaged by the Company to examine the Blind River Area claims located in Township 16), and lay out a program of work and look after same. 4. THAT thr accompanying report is based on personal examination of the property and supervision of work on property to date. 5. THAT I have examined the property and h.id charge of work on same from May 15th, 1955 to date. DATED this 11th day of June, 1955. "Ralph Hurd" RALPH HURD, B.S. in Ch.E., E.M.

REPORT ON THE PROIERTY OF ARCADIA NICKEL CORPORATION LIMITED

COMPRISING CLAIMS NOS. SSM 33717 TO SSM 33734 INCLUSIVE IN TOWNSHIP 163 SAULT STE. MARIE MINING DIVISION ONTARIO

PROPERTY The claims of this company concerned in this report, comprise Nos. SSM-)3717 to SSM-3J7J4 inclusive. They arc situated in Township 163 Sault St. Marie Mining Division in the District of Algoma, Ontaro. The claims are presumed to be about 40 acres each in area but this is subject to verification by survey. The twelve westerly claims form a compact group, three of the claims extend one claim wide to (he cast and from the east end of these, the remaining three claims extend to the south.

LOCATION, ACCESS, ETC. The claim group is situated in the north central portion of Township 16). The western boundary of the claims lies near the Little White River. A tributary of this. Wilkie Creek, passes through the northerly claims then swings south westerly joining Little White River near the southwest corner of the property. A partially gravelled road from Iron Bridge which is on the Canadian Pacific Railway, follows alongside the Little White River and near the property is on the opposite or northwest side of the river. It JVIM.M; within one-half milt of the property and ptovido access to it. The property is about 35 miles from Iron Bridge along this road.

17 GEOLOGY© - : - ArwJ Tht Blind River area of the north shore of Lake Huron is underlain by pre-l turonian schists, sediments and intnnm rock*. On this basement there were deposited sediments of the Bruce and Cobalt scries consisting mostly of quartzite* of varying degrees of purity but including alto conglomerate, arkose, greywacke and limestone members. The Missiuagi quartzite is the lowest member of the Bruce series which overlies the basement complex. A basal conglomerate occurs at the base of this series and in some places conglomerate beds arc repeated in the hundred to one hundred and fifty feet above the base. : -. - .- The Huronian.sediments have been folded into E-W trending syncline! and anticlines in the now well-known Z pattern of the Blind River camp. This structure persists to the north to the Rawhide Lake section where the northernmost limb then extends westerly for a considerable distance. Radioactive mineralization, accompanied by varying amounts of pyrite, occurs in the basal conglomerite overlying the pre-Huronian basement complex. It has also been reported as present in one or sometimes more of the conglomerate beds occurring near the bate of the Mississagi series. Loctt—The property lies within the belt of Huronian sediments extending westerly from Rawhide Lake. Examination of the quartzite outcropping on the property and reference to the NJjp of the Canada Department of Mine*, Wakomata Lake Area, geology by R. C. F.mmons. I92S, 192*. both indicate that a large portion of the property it undniain by quartzite of Mississagi age.

SUMMARY AND CONCLUSIONS The basal conglomerate overlying the basement complex and conglomerate beds occurring near the base of the Missiasagi quartzite, the lowest member of the Bruce series, have been proven to carry uranium mineralization in apparently economic concentrations in the Blind River camp. As the rocks which outcrop at the surface of the property are considered to be of Mississagi age (or possibly younger) there is good reason to expect that the conglomerate beds near the base of the Mississagi and the basal conglomerate which carry the uranium mineralization in other areas, will be preaent at tome depth below the surface of the property.

RECOMMENDATIONS In view of the likelihood of the presence of the horizons favorable for the occurrence of bodies of uranium mineralization at depth on this property and the possibility that such mineralization iv prevent, it is recommended that the property be explored by bore hole* drilled through to the basement complex. Respectfully submitted, "Lionel R. Simard" LIONEL R. SIMARD, Toronto, Ontario. M.Sc., P.Eng. June M. 195J. Consulting Geologist.

CERTIFICATE I, Lionel R. Simard of the City of Toronto in the Province of Ontario, hereby certify as follows: 1. THAT I am a practising Consulting Geologist with offices at Suite 40) 25 Adelaide St. Vest, Toronto, Ontario. 2. THAT l hold the degree of Master of Science from McGill University and am a member of the Association of Professional Engineers of the Province of Ontario. J. THAT I have no interest either directly or indirectly and l do not expect to receive any interest either directly or indirectly in any of the properties nor in the securities of Arcadia Nickel Corporation Limited. 4. THAT the accompanying report is bated on a personal examination of the property, general knowledge of the Blind River geology and study of the publications l personally examined the property on May 6th, 1955. 5. THAT this certificate applies to Mining Claims Nos. SSM-))717 to SSM-))7)4 inclusive in Township 16), Sault Ste. Marie Mining Division, in the Province of Ontario. DATED at Toronto this 14th day of June, A,D. 19JJ. "Lionel R. Simard" LIONEL R. SIMARD, M.Sc., P.Eng. Consulting Geologist.

It REPORT ON THE PROPERTY OF ARCADIA NICKEL CORPORATION LIMITED NEELON TOWNSHIP, SUDBURY MINING DIVISION ONTARIO LOCATION The property consists of seven claims S.77789-90-9 1-92-9 J-94-95. The claim) are in loti l and 2 of concession! 3 and 4 in Neelon Township, and cover an area of approximately 280 acres. ACCESS Tlie property lies just north of Highway No. 17 from one to two miles East of Coniston. The C.P.R. railwayi track parallels the Highway. PREVIOUS WORK A small amount of surface work has been done and some shallow pits have been blasted in the gabbro. The pits were not dcwatered, but some chalcopyrite, pyrite and pyrrhotite mineralization was t©jserred in the pitt and in the material taken from the pits. No geophysical survey or diamond drilling has been done on the property. TOPOGRAPHY The fumes from the nearby Coniston Smelter has destroyed all the vegetation and trees on the property. The outcrops are all blackened and the topsoil his been washed away.

GENERAL GEOLOGY The claims are underlain by Huronian sediments which have been intruded by Sudbury Gabbro and it* altered derivatives. These formations were later cut by diabase dikes.

ECONOMIC GEOLOGY There were two systems of joints and shears observed. One striking N 70 E and one east and west. The pits were blasted along these shears where mineralization was observed on the surface. The mineralization does not appear to be continuous along the shear but very spotty. Copper, nickel and cobalt values were reported in samples assayed from the pits.

CONCLUSIONS AND RECOMMENDATIONS From the results obtained from the pits blasted along the shears, and the general location of the property and its geology, it is recommended that a magnetometer survey and geological mapping be carried out in the vicinity of the shears and where the survey shows favorable results that it be followed up with diamond drilling. Respectfully submitted, "Ralph Hurd" Iron Bridge, Ontario RALPH HURD, June 10th, 1955. U.S. in Ch.E., E.M.

CERTIFICATE I, RALPH HURD, of the City of Niagara Falls, in the Province of Ontario, hereby certify 1. That I am a Chemical and Mining Engineer. 2. That I am a graduate of the University of Pennsylvania, U.S. in Chemical Engineering Class 1911 and Post Graduate in Mining, Colorado School of Mines, and have been practicing my profession for 40 years. ). That l have no interest cither directly or indirectly, and I do not expect to receive any interest either directly or indirectly in any of the properties or in the securities of Arcadia Nickel Corporation Limited. I was engaged by the Company to examine the Neelon Township group of claims, and lay out a program of work. 4. That the accompanying report is based on personal examination of the property. 5. That I examined the property in Neelon Township, referred to in the accompanying report, on June 6, 1 955. DATED this 10th day of June, 1955 "Ralph Hurd" RALPH HURD B.S. in Ch.E., E.M.

19 ARCADIA NICKEL GORPORATIDN LIMITED ||; (No PmoiiW UtMity) ^*l,-©;V; '^'' Incorporated under Th* Quebec Mining Companies Act 'fw'" l Batanc. Sli*.t AS AT JULY J, If))

ASSETS Ciin in btnk ______.....-_...... ~...... j 12),310.)2 Subscription to capital atock ...... 700,000.00 Mining claims and rights, subject to completion of title, at the coniideration given therefor consisting of 500,000 shares of capital stock at lOc per share, 112,200.00 cash, 1)75,000.00 payable on demand and provision for cost of tranifcr Ji.000.00 (See note) ...... 412,200.00 Deferred charge* ...... , ...... JO.239.17 Nottt Included in mining claims and rights is O7J.OOO.OO covering the cost of real property, buildings, worka, plant, machinery and equipment of the property formerly known as Toburn Mine. According to the report of Harold G. Way, Ph.D., dated June H, 1933, these assets are all tangible with a replacement value of over i l,000,000.00. n.))3.97o.i9

LIABILITIES Accounts payable ...... _...M ...... ^...... -...... t 20,90.19 Promissory note payable on demand ...... 373,000.00 Loan Allen E. and Flora Rosen ...... 130,000.00 itock: Authoriicd, 3,000,000 shares of )1 par value each Issued or to be issued: FAR VALUr. DISCOVNT NET For cash ...... J 1,4*0.007 S 900,000 1700,007 For mining claims and rights ,...... -.... 900,000 110,000 90,000

2,500,007 S 1,710,000 1790,007 ——————— ————— 790,007.00

11,5 35.970.19

Approved on behalf of the Board: "JAMES MURRAY ANDERSON," Director "LOUIS PANCER," Director AUDITORS© REPORT We have audited the accounts of Arcadia Nickel Corporation Limited (No Personal Liability) for the period from February 2), 193), the date of incorporation, to July 3, 1933. All our requirements as auditors have been complied with and we report that, in our opinion, the above balance sheet ii properly drawn up w aa to exhibit a true and correct view of the state of the affairs of the company as of July 3, 1933, according to the best of our information and the explanations given us and as shown by the books of company. Toronto, Canada, July 7, 1 933. THUKNI, MUUIOMAND, Ho* VON li McPtstMON Chartered Accountants.

20 ARCADIA NICKEL CORPORATION LIMITED {No Ptrional Liability)

DEFERRED CHARGES PERIOD FROM FEBRUARY 23, 1953, THE DATE OF INCORPORATION, TO JULY 5, 1*55

Incorporation and organization expense ...... ^...... S 5,000.00 Explorttlon md dtvt\ofymtnt\ General exploration and development including provision for work in progress ...... t 6,096.19 Engineering and geologists ...... , ...... ,...... 4,978.90 Drafting, reproductions *nd maps ...... 26.90 Government fees and expenses ...... 225.00 Diamond drilling ...... 5,392.84 ——————— 16,719.1) Admhiiitrttkm: Legal feei ...... ^ 5,000.00 General office services ...... 300.00 Salariei ...... ,...... ,...... 300.00 Trust company fees ...... 250.00 Filing fee* ...... 1 50.00 Printing prospectus ...... ,...... 500.00 Stock certificates ...... 250.00 License in mortmain ...... 1,500.00 Miscellaneous ...... 290.04 8,540.04

\ 30,259.87

21 Officers and Di rectors : ABCAHIA NICKEL ALLEN E. ROSEN Mine Operator: Chairman of Ascot (No, Port Credit, Ontario: Metals: Vice-president of Quebec President and Nickel, Eastern Metals, Eastern Incorporated Under Managing Director. Smelting 4 Refining. The Quebec Mining Companies Act ANDREW ROBrSTSON Mining Engineer; President and Toronto, Ontario: Managing Director of Eastern Vice-President and Smelting 4 Refining, Ascot Director. Metals, Eastern Metals; Pres ident of Yale Lead 4 Zinc; Vice-President 4 Managing Director of Quebec Nickel.

ROY H. THOMSON Publisher Port Credit, Ontario: Vice-President and Director. Cap i tal ization J. MURRAY ANDERSON Corporation Secretary Authorized: 5,000,000 shares Toronto, Ontario: of |1 Par Value Secretary-Treasurer Issued: 2,750,007 shares and Director. Working Capital: 1500,000 (Approx.) VAN H. SMITH Metallurgical Engineer Toronto, Ontario: Director. Development Bulletin G GEORGES SYLVESTRE, LL.D. Notary Public NOT. 12th, 1955. ro Sherbrooke, Quebec: G Director. For Information Only SIR EDWARD D. STEVENSON, K.C.V.O., Executive Edinburgh, Scotland* Director. WILLIAM L. HOGARTH Jr., Cookofllle, Ontario: Ass ©t. Secretary-Treasurer. SHEtMOOKE, QUEBEC

Arcadia Nickel Corporation Limited EXECUTIVE Of FICE: SUITE 605. NEW WELLINGTON BIDG. 137 WELLINGTON ST. WEST. eos- t37 ^ TOWOKTO.© OWTARJO-: NeWS The Company©s properties Bel leChaSSe Diamond drilling is being have been very carefully ======• carried out at 20O-ft . inter selected to give ARCADIA a veil-balanced portfolio vals at ARCADIA©S "Eastern Townships" property, of speculative and development ventures in the adjacent to Eastern Metals Corporation, in Quebec. major minerals in demand today. Developments are: The experience at Eastern Metals, where folds in the formation contain large ore lenses, is expected Lake The property consists of 29 to be duplicated. Massive sulphides have been cut claims straddling the main by the first two holes. Quebec Nickel break in Ontario©s new nickel-copper camp, 52 miles northwest of Kenora. Detailed magnetic, electromagnetic and mapping surveys have revealed a strong, persistent structure A geological survey has just boon completed to across the northern section of the property. correlate results of magnetometer, scintillometer and electromagnetic surveys; a program of diamond drilling has been called for as a result, and Sud burV Results of diamond drilling on the arrangements have been made with Advance Diamond J C ompany©s Graham Township claims, Drilling Company to start immediately after the demanded by the recently completed magnetometer coming freeze-up. survey, are under assessment. The property is ad jacent to the Creighton Mine of INCO. Work on the property is under the direction of Allan W. Grant, Mine Manager of Quebec Nickel. (Quebec Nickel plans to go into production during Pending Developments Negotiations are 1957, at a minimum rate of 1,000 tons daily.) ^^ © © in the final stages to obtain control of a large, proven ore occurrence in Denison Township, Sudbury, adjoining Kirkland Lake ARCADIA owns outright the INCO©s Worthington Mine. A 975-ft., 3-compartment ~ "© Toburn Mine, which record shaft already exists with six levels opened up. ed over SlU million gold production and paid divi ARCADIA plans to put two diamond drills to work to dends over S2+ million. A well-maintained mill outline fully an existing orebody with proven, com and mining plant is included, with a replacement mercial nicicel-copper-platinum ores already over value above Si million. 500,000 tons. Simard A Knight, Consulting Engineers have accepted the drilling contract. ARCADIA-plans Deep exploration of favourable ground in the to dewater the shaft as a first step towards compre Toburn is to be performed by Sylvanite, the adjoin hensive evaluation of the production poxential of ing mine. The possibility is opened up of devel the property. oping ore at deeper levels, otherwise inaccessible* Leases on 20,OOO acres of potential oil land in Southwestern Ontario have been negotiated, and Blind R i ver ARCADIA holds a block of drilling on the first well is due to start shortly. " "© ~^ 18 claims in the Rawhide Lake *** section of this outstanding uranium camp. ARCADIA NICKEL CORPORATION LIMITED (NO PERSONAL LIABILITY)

f Keporl ARCADIA NICKEL CORPORATION LIMITED (NO PERSONAL LIABILITY)

off*.ice rS President and Managing Director ALLEN E. ROSEN Vice-President Vice-President ANDREW ROBERTSON ROY H. THOMSON Secretary-Treasurer Assistant Secretary-Treasurer J. MURRAY ANDERSON WILLIAM L. HOGARTH, JR.

Sbfocto ANDREW ROBERTSON ALLEN E. ROSEN Toronto, Ont. Port Credit, Ont. A. BERNARD SHORE ROY H. THOMSON Boston, Mail. Port Credit, Ont. VAN H. SMITH J. DUMARESQ SMITH Toronto, Ont, Roches Point, Ont. LT.-COL. SIR EDWARD STEVENSON, K.C.V.O. East Lothian, Scotland

l fflanayt JOHN M. KILPATRICK

THORNE, MULHOLLAND, HOWSON i MCPHERSON Toronto, Ont.

GUARANTY TRUST Co. or CANADA Montreal and Toronto

ic t Sherbrooke, Que.

C+xtcutivt ic t Suite 60S, U7 Wellington St- West, Toropto l, Ont, ARCADIA NICKEL CORPORATION LIMITED

A 1 1 esNweees DEN i SON 13 DEN i SON 030

Keporttpoi 2Jo ^narekolaelerA

Your Directors take pleasure in submitting the Reports of your General Manager and Consulting Geologist, along with the Financial Statements as of September 30th, 19S6. You will note in the Report of your Consulting Geologist that in the Robertson Zone alone we have a potential of 1,000,000 tons down to 1,000 ft. He further indicates a reasonable assumption of 5,000,000 tons in the four known Zones to 2,000 ft. in depth. Your General Manager in his Report shows the wide spread nature of the present development programme. Ore is being made on six levels and raises between in the Robertson Zone and long crosscuts all now reaching the Rosen Zone on the 350 ft. and 600 ft. levels. In view of the excellent results obtained in 20 drill holes on 50 ft. centres to depths of 1,000 ft. on the Rosen Zone, we have every confidence we will soon have excellent news lo report to you from this development, A new shaft of large dimension, able to hoist 2,000 tons daily is now being sunk near the Rosen Zone. We are now moving towards production, which will be tuned to coincide with the completion of this new production shaft and completion of the necessary mill buildings, etc. The target date, as indicated in the Manager©s Report, is September 1st, 1957. Some further finances will be required for the mill, but in view of the demand for nickel we are assured the necessary finances will be available when required. In fact there is a strong possibility of our receiving premium prices for all potential production for a long period ahead. Separate management and corporate records of each associated operation in Denison TownsLp, Ontario, are presently maintained by the Company and by its subsidiary, AER Nickel Corporation Limited. The Directors believe this to be uneconomical and if continued following production, will greatly increase costs of mining and milling. To overcome this disadvantage your Directors believe the operations should be merged into a single operation and have therefore enacted IJy-Law No. 7, (a copy of which is included in this Report), and recommend its ratification by the shareholders. We think you will agree that marked progress has been made in a very short time. We wish particularly to thank Mr. J. M. Kilpatrick, Mr. J. H. Douglas, Mr. Lionel Sinurd and all members of our staff for their loyal co-operation.

ALLEN E. ROSEN, President.

Toronto l, Ontario, November 30th, 1956. REPORT ON THE PROPERTIES OF AER NICKEL CORPORATION LIMITED and ARCADIA NICKEL CORPORATION LIMITED in DENISON TOWNSHIP, SUDBURY DISTRICT, ONTARIO

PROPERTIES These companies own adjoining properties in the Worthington section of the Sudbury nickel district. The properties are situated approximately one mile northerly from Worthington station on the Sudbury-Sault Ste. Marie line of the C.P.R. Worthington station is 25 miles west of Sudbury and is serviced by a gravelled road old provincial highway #17. The properties are connected to Worthington by an all-weather road. The property of AER Nickel comprises the west half of lot 12, Concession II in Denison township and has an area of 229J4 acres. The Arcadia Nickel Corp. Ltd. holdings are in Denison township and consist of Lot 12, Concession III and the mineral rights under a lake in Lot 11, Concessions II and III in the same township. The whole has an area of 538 acres. The properties are adjoining, that of Arcadia Nickel Corp. Ltd. lying to the north of the AER holdings.

GEOLOGY The Sudbury mining camp of Ontario has become famous as the producer of Wfr or more of the world©s nickel supply for many years. The orebodics are usually considered as associated with the nickel irruptive a differentiated igneous rock intruding older sediments and volcanics in what is often called a "basin" structure, the interior of the basin being occupied by a dominantly sedimentary series. However, some of the very large deposits, as well as smaller ones, occur outside the basin structure in what are called "offset" deposits. Several of these offsets occur as tabular, dike-like bodies of very considerable length intruding the sediments and volcanics outside the basin and striking more or less radially towards it. The properties of AER Nickel and Arcadia Nickel lie on one of these structures known as the Worthington offset. It got its name from the Worthington mine, a former producer of copper-nickel, which operated to a depth of 1,700 feet vertically. The offset is also considered one of the richest in its content of precious metals gold, platinum, palladium, etc. The AER Nickel property contains within its boundaries, a strike length of 2,250 feet of the quartz diorite offset which strikes NSS©-JO© East and dips 80" S.E. It varies from 80 feet to 200 feet in width. At the western boundary of the property (which is also the township line) there is present the Howland Pit, a deposit from which copper and nickel ore was produced in former times. The property boundary passes through the open pit which is partly owned by International Nickel Company, which company owns the southwesterly continuation of the offset to and beyond the Worthington mine. For some distance along its strike and dip the Howland Pit orebody has been displaced by a younger diabase dike which interposes waste instead of ore in the upper part of this portion of the property. The mineralization continues below the diabase and the lower levels are considered potential sources of ore. About l ,200 feet northeasterly along the offset from Howland Pit a mineralized zone, formerly known as the Robinson Mine and now as the AER Zone, occurs in the offset. This has been subjected to considerable exploration and development work, the results of which are considered later in this report. The .Vrcadia Nickel property contains within its boundaries, 2,400 feet of the favorable offset structure which continues on strike into property owned by Internationa] Nickel Company, and on which other bodies of nickel-copper mineralization are known to occur within the offset. At approximately 1,500 feet northeasterly from the AER tone along the offset there is present the Rosen zone (formerly known as the Gersdorffite) which has returned very promising results from diamond drill investigation conducted within the past year. Some 1,600 feet northeasterly along the offset from the Rosen zone diamond drill holes revealed the presence of another mineralized cone within the offset. This zone is under swamp and is similar in nature to those already mentioned. ORE POTENTIALS This was dealt with in a letter to the President and Directors, dated August 18,1956 and which reads in part, as follows: "With regard to your property in Denison Township, the recent developments bive occasioned a reassessment of the potential tonnage of ore on the property. While only partial exploration of the two upper levels developed approximately 500 tons per vertical foot, this was increased to the order of 1,000 tons per vertical foot on the 500 level and the most recent development on the 650 and 800 levels lead us to expect this figure will be maintained or possibly increased. All this leads to the expectation of approximately l million tons of ore down to a depth of 1,000 feet on the Robinson zone. The Rosen tone, formerly known as the Gersdorffite, b considered to be about equal in (be and grade to the Robinson cone. As less is known about the other two zones, the Howland Pit and Z or swamp zones, a smaller potential is envisioned. However, combining the potential from these four zones, a total of 2)5 million tons is indicated to the 1,000 foot level. The Worthington mine, which is situated on the same offset and in the same geological environment as the Arcadia property, was mined to a depth of 1,700 feet vertically and was reported to be in good ore at that depth when the upper levels caved. Thus there are sound reasons to expect that the ore on the Arcadia property may well extend to 2,000 feet vertically and beyond. Therefore, the potential mentioned above could well be doubled to 5 million tons to a depth of 2,000 feet vertically. In view of the above and in view of the desirability of getting into production as soon as possible, it is recommended to you that negotiations be started towards the acquisition of a mill or treatment plant. Because of the very tight situation as regards equipment, it may be necessary to purchase a used plant or equipment. The potential ore position as outlined above fully justifies preparation for going into production on a scale which could quickly reach 1,000 tons per day and the plant equipment should be designed with this scale of operation in mind, a sink float unit possibly being part of the plant." EXPLORATION AND DEVELOPMENT AER Nickel Corp. Limited The work done on the two known zones on this property to November 1st, 1956, is as follows: Howland Pit Zone Previous operations mined copper-nickel ore in an open pit operation. Recent investigation consisted entirely of diamond drilling. The results of this show that the copper-nickel zone persists to the diabase. Old drilling results show the copper-nickel mineralization to continue below the diabase. AER (Robtnaon) Mine Development of this zone is the most advanced of any of the mineralized zones on either of the two properties. In addition to diamond drilling previous operations had sunk a vertical shaft to a depth of 980 feet. They had established stations at the 200 foot, 350, 500, 650, 800 and 950 foot levels as well as driven an adit some 75 feet from surface. They had partly developed the three upper levels, most of the work having been done on the 500 foot level. During present operations the workings have been extended on all levels below the 200 foot level and raises have been driven to show vertical continuity of the ore from the 800 foot level to the 200 foot level. Raising is being continued and it is expected that vertical continuity wiU be established from the bottom level to the adit by raises. Besides establishing vertical continuity this system of raises will provide an emergency escapcway and can also serve for ventilation and to service the stoping operations contemplated. From this shaft drifts are also being driven along the offset to the Rosen or No. 2 shaft which has been located close to the Rosen (formerly Gersdorffite) zone on the Arcadia property. This is designed as the production shaft as the No. l (AER) shaft passes through the orebody and will be lost in stoping operations. The drifts to the Rosen shaft are being driven on the 350, 650 and 950 foot levels. The 350 drift is farthest advanced and is well into the property of Arcadia Nickel Corporation. Arcadia Nickel Corp. Limited The work done on the two known zones on this property to November 1st, 1956 is as follows: Roten (Gendorffite) Zone Previous operations at this property consisted of blasting a small pit on the exposed copper- nickel body and boring several diamond drill holes. Present operations have consisted of boring additional diamond drill holes, the driving of the drift on the 350 foot level from the No. l or AER shaft (referred to above) and a start has been made on sinking the Rosen shaft. (Buildings, plant, etc. are discussed in the report by the General Manager, Mr. J. Kilpatrick, whose report complements this one.) Potential vs. indicated and developed ore As outlined above the potential of the AER zone is considered to be of the order of 1,000 tons per vertical foot. No level has yet been fully developed but all indications point to this tonnage being present on each level and the raises show that the ore persists between levels. Thus there are sound reasons to expect that the potential of one million tons to 1,000 feet depth will be found present. Consideration of unknown factors, such as the minimum grade which can be mined at greatest profit, may increase the tonnage eventually mined to more than the potential. Investigation of the Rosen zone has been confined to exploration by diamond drilling and this program has indicated the presence of an orebody considered comparable in potential to the AER (Robinson) zone. Underground development work is required to raise the status of the estimates for this zone. No further information has been obtained regarding the Howland Pit zone of AER nor of the Z or swamp zone of Arcadia. As so little is known about either of these at the present time they are considered of equal potential though eventualities may well disprove this.

METALLURGY Tests on ore material from the AER zone have proceeded to the stage where it is known that very satisfactory recoveries of copper and nickel can be made. However, they have not yet advanced to the sta~": where a definite flowsheet can be set up. Many factors are being considered so that the products finally sold will return the greatest benefit to the company. It is considered that the ore from all the ore bodies known on the properties at present is similar and will be amenable to treatment in the same plant.

UNIFICATION The great many advantages to be gained in technical operations, accounting, business pro cedures, etc. make it obvious that a unified operation for the two properties rather than separate operations for each, is highly desirable.

SIMARD and KNIGHT,

LIONEL R. SIMARD, Consulting Geologist. Toronto, Ontario. November 21,1956. If"

ARCADIA NICKEL CORPORATION LIMITED (No Personal Liability)

(general f9lanayer14

November 22, 1956. The President and Directors, ARCADIA NICKEL CORPORATION LIMITED, 137 Wellington Street West, Toronto l, Ontario. GENTUUKN : I submit herewith my Report on the mining operations of the Company and its subsidiary, AER Nickel Corporation Limited, for the period ended November 1st, 1956. LOCATION! The Company owns approximately 538 acres in Denison Township, Ontario, consisting of the east half of Lot 12, Concession II, all of Lot 12, Concession III, and water claims Nos. Si 1033 and S11034 which are partly in Lot 11, Concession II, and partly in Lot 11, Concession III. The Company also is financing and managing the operations of AER Nickel Corporation Limited, whose mining properties are contiguous to those of the Company and consist of approximately 229/2 acres, described as the west half of Lot 12, Concession II, Denison Township. Both groups of properties are located 25 miles west of Sudbury on the Sault Ste. Marie- Sudburyry Highway. The Canadian Pacific Railway station at Worthington, Ontario, is located one mile from the properties. Timber is available for mining purpot.cs. GEOLOGY: The Companies are preparing for early production, their copper-nickel deposits situated on the "Worthington Offset". The two properties have a combined length of 4,600 feet along this favourable structure. Two mineralized zones are known to be present on each property. The "Worthington Offset" is one of the important ore markers in the southwest portion of the world-famous Sudbury district. Over the years this geological feature has yielded rich sources of nickel, copper and platnoid metals. It is along this belt that the Companies© main efforts are being concentrated. The known ore bodies are numerous, being Tooten on the south, Worthington, Worthington No. 2, Howland Pit, Robinson, Rosen, Swamp Zone and the Mcintyre Mine to the north. These ore bodies occur at almost regular intervals along the four mile length of the "Worthington Offset". The foregoing ore bodies are lenticular and vary in grade and size. Geologists Coleman and Spurr, well-known for their findings of the Sudbury district, state these "Offsets" are deep-seated in character, with the source of ore originating from great depth. It is reasonable to believe, therefore, that here, as in other mines in the Sudbury area where mining has been conducted since the turn of the century that more lenses will occur at vertical depths similar to the outcrops. The ore bodies vary in grade both on surface and underground and repetition of these conditions should normally be expected at depth. The mineralization in the "Offset" contains chalcopyrite, pentlandite, pyrrhotite, precious metals of the platnoid group, along with gold and silver. It is expected, as time permits, that the properties should develop deep-seated ore bodies well beyond the depths of current development and mine preparation. EXPLORATION AND DEVELOPMENT — ARCADIA GROUP: The work done on the two known mineralized zones of the Arcadia property has consisted entirely of diamond drilling from surface except for 205 feet of drifting on the 350 foot level from No. l shaft and 47 feet of sinking on the Rosen shaft. The following table shows distribution of drilling on the two zones: Rosen Zone Swamp Z one North Area Total 21,231 3,567 501 25,299 The drilling, consisting of vertical holes spaced at 50 foot centres on the Rosen Zone, indicated an ore body some 200 feet wide by 350 feet long to a depth of 900 feet. Seventeen of the twenty holes drilled indicated ore. The drilling in the Swamp Zone indicated presence of a similar new mineralized zone. EXPLORATION AND DEVELOPMENT — AER GROUP: The AER Nickel diamond drilling programme is outlined in the following table: Surface Drilling — Feet Howland Zone Robinson Zone Total Previous Operators-.-.-.-...... 5,290 7,102 12,392 By the Company ...... ^...... 1,640 9,197 10,837 TOTAL ...... 6,930 16,299 23,229

Underground Drilling — Feet 200 350 500 650 800 950 Level Level Level Level Level Level Previous Operators ...,...... 406 939 579 799 437 By the Company ...... 2,391 637 1,694 303 TOTAL ...... 2,391 1,043 2,633 882 2,469 437 9,855

Total Drilling Previous Operators ...... ~...... ~...... 15,552 By the Company ...... 17,532 TOTAL ...... -..-^...... - ...... ~_. 33,084 Surface drilling indicated ore of the Howland Pit continuing downward to the diabase dyke. The interval between the Howland Pit and No. l shaft was drilled off systematically. It outlined the offset but at present no new ore bodies have been revealed at shallow depth, but it is believed the mineralization continues at lower levels. The underground drilling was intended to guide development on all levels, except the bottom where such a programme will be started shortly. The underground development is outlined in the following table: Summary of Underground Development Level: Size: Previous Operators: By the Contpanv: Total: Ore Waste Total Ore Waste total Ore, Waste Total Adit...... 34 28 62 34 28 62 200 ...... _ 5x7 219 845 1,064 219 845 1,064 350 ...... 5x7 158 277 435 8x8 50 886 936 5 x 6 Raise 58 58 266 1,163 1,429 500 ...... 5x7 392 643 1,035 5x6 Raise 192 192 584 643 1,227 650 ...... S x 7 55 55 8x8 157 644 801 5 x 6 Raise 169 169 381 644 1,025 800 ...... 5x7 56 56 8x8 198 251 449 198 307 505 950 ...... 5 x 7 6 106 112 6 106 112 TOTAL ...... ,...... 864 1,955 2,819 824 1,781 2,605 1,688 3,736 5,424 m

Lateral Work: Roues: Total: Ore Waste Total Ore Watte Total Ore Watte Total Previous Operators... 864 1,955 2,819 S64 1,955 2,819 By the Company - 405 1,781 2,186 419 419 824 1,781 2,605 TOTAL ______1,269 3,736 5,005 419 419 1,688 3,736 5,424 BUILDJNGSi The following described buildings have been erected: Manager©s Residence; Superintendent©s Residence; Hoistroom; Headframe No. 1; Ore Bins and Trestle; Warehouse; Office; Core Shack and Racks; Machine Shop; Dry; Powder Magazine; Cap and Fuse Shack; Cookery; Assay Office; Bunkhouse No. 3; Bunkhouse No. l; Bunkhouse No. 2; Oil House; Blacksmith Shop; Pumphouses (2); Powerhouses (2 small); New Sub-Station.

POWERt Arrangements have been concluded for electric power. Installation is in process. WATBRt A lake is centrally located, sufficient to supply the plant with all foreseeable requirements.

METALLURGY! Tests on the ore are being conducted, by the Company staff, using facilities provided by the Bureau of Mines at Ottawa. Early results show that concentrates grading 12-15^ nickel and 28-309& copper can be made with a recovery of 80 to 90^. PRODUCTION: The underground programme is being rushed and the mine can be made ready for production at the rate of 1,000 tons per day as soon as the Rosen shaft is completed, during which period B mill will be erected. The expected date of production is September 1st, 1957.

OTHER PROPERTIES: Early in November, 1955, the Company entered into an agreement with Sylvanite Gold Mines Limited to drift 200 feet east into the Toburn property owned by Arcadia Nickel Corporation Limited. This drive was on the 5,500 foot level. A hole was drilled north 1,500 feet horizontally to explore the rock formation toward No. 5 Strike Fault. Also a hole south horizontally 1,500 feet to explore the eastward extension of two mineralized fracture zones. Minor exploration and development was carried out on other groups of mining claims owned by the Company. I wish to express my thanks for the co-operation of the President and Board of Directors and the assistance given by the Managing Director. I also wish to thank the Mine Manager and staff for their loyal service.

Respectfully submitted,

J. M. KILPATRICK, General Manager. ARCANA NICKEL CORPORATION LIMITED (No Personal Liability)

To the Shareholders of Arcadia Nickel Corporation Limited (No Personal Liability).

We have examined the balance sheet of Arcadia Nickel Corporation Limited (No Personal Liability) as at September 30,1956 and the statement of deferred charges for the period from February 23, 1953, the date of incorporation, to September 30, 1956. Our examination included a general review of the account ing procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances.

All our requirements as auditors have been complied with and iu our opinion, the above balance sheet, supplemented by the note thereti "nd the accompanying statement of deferred charges are properly drawn up so as lo exhibit a true and correct view of the state of the affairs of the company as at September 30, 1956 and the results of its operations for the period ended on that date according to the best of our information and the explanations given us and as shown by the books of the company.

THORNE, MULHOLLAND, HOWSON 6k McPHERSON, Chartered Accountants. Toronto, Canada, November 21, 1956. W-,

ARCADIA NICKEL CORPORATION LIMITED (No Personal Liability) Incorporated under The Quebec Minlnt Comfxmiei Act

Balance Sheet, Septemler 30, 1956

ASSETS

Accounts receivable __....__..._...... ^...... -...... 54,843.05 Investment in and advances to AEK Nickel Corporation Limited: Investment, valued at cost 3,350,000 shares ...... 5 987,500.00 Advances ...... ~...... 435,304.59 1,422,804.59 Mining claims and rights, subject to completion of title, at (lie con sideration given therefor, consisting of 900,000 shares of capital stock at I0t per share, 50,000 shares of capital slock at 51.00 per share, 5454,488.20 cash, less proceeds of sale of real property, being 1,400,000 shares of AEK Nickel Corporation Limited valued at 5350,000.00 (see note) ...... ~...... -...... 244,488.20 Petroleum leases and reservations, at cost ...... 6,458.05 Equipment ...... ^.-..,...... 2,810.00 Deferred charges ....- .-.-...... -...... -...... 568,624.71 5 3,696,786.33

LIABILITIES Accounts payable ...... 5 21,779.33 Capital stock: Authorized, 5,000,000 shares of 51-00 par value each Issued, 4,000,007 shares: Par Value Discount Net As at December 31, 1955 ...... 52,950,007 51,560,000.00 5 M90,007.00 During period for cash ...... ~... 1,050,000 1^35,000.00 2 ,285,000.00 54,000,007 5 325,000.00 13,675,007.00 3,675,007.00

53,696,786.33

NOTE: Included in mining claims and rights is 525,000.00 covering the cost of real property, buildings, works and plant of the property formerly known as Toburn Mine.

Approved on behalf of the Board : A. E. ROSEN, Director. A. ROBERTSON, Director. ARCADIA NICKEL CORPORATION LIMITED (No Personal Liability)

eerrea Period from February 23, 1953, the date of incorporation, to September 30, 1956

Incorporation and organization expense ...... ™...... ™.- 5 5,000.00 Exploration and development: General exploration and development ——.—v ...... —...——...... ^148,526.83 Supplies ...——...-..-..-..-.-.———...... —...... --.-.-.....-...-.-.-.--..-...... 1,751.53 Field office expenses .—...... ™...... V82.96 Engineering and geologists —...... —....—.,...... —...... —^ 34,819.80 Wages ...... —...... ™...... 6,240.31 Drafting, reproduction and maps ...... —...... 981.70 Building maintenance ...... 3,619.75 Municipal taxes ...... —.—.....—..-—....—...... l .884.44 Government fees and expenses ....—...... —...... —...... 1,277.09 Diamond drilling ...... ^...... 236,247.82 Assaying and testing ...... 2,254.65 Miscellaneous ...... ~.—....—...... ——....—..—...... 3,216.86 444,103.74 Sundry income from Toburn property ...... 7,076.06 437,027.68

Administration: Legal and audit ....——.....-.-...-...... -...... ——...... —— 9,742.93 General office services ...... —...... 8,939.18 Telephone ...... -.....—...... 5,124.03 Office salaries ...... 15,071.67 Executives' salaries and expenses ...... 26,537.34 Advertising and public relations ...... -...... —...... 41,456.47 Trust company fees ...... 5,395.34 Listing fees and expenses ...... 6,163.96 Government fees ...... 733.45 Licenses in mortmain ...... 1,500.00 Directors' expenses ...... —...——...... 1,150.00 Insurance ...... —...-...... -...~—....-...... -...--.--.-...... -...... 2,143.68 Miscellaneous....-...... —..-.-.....--...... -...... -.—..-—...-.--..-...... 2,638.98 126,597.03 5568,624.71 ARCADIA NICKEL CORPORATION LIMITED (No Penoul LUbflity)

BY-LAW No. 7

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Company: 1. That the Company do sell to AER Nickel Corporation Limited, a subsidiary company, its mining properties, at the Township of Denison, in the District of Sudbury and being the east half of Lot 12, Concession H, all of Lot 12, Concession III and patented claims Nos. Si 1033 and Si 1034 which are partly in Lot H, Concession II and partly in Lot 11, Concession HI, all in the said Township at and for a sum of One Million Dollars (11,000,000) to be fully paid and satisfied by the allotment and issue to the Company of one million (1,000,000) fully paid and non-assessable shares in the capital stock of AER Nickel Corporation Limited. 2. That this By-law be submitted to a Special General Meeting of the Shareholders of the Company, to bc held forthwith for their consideration and approval. 3. That following the ratification, approval and confirmation of this By-law at the said Special General Meeting of Shareholders the directors and officers are hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for the due carrying out of the foregoing.

ENACTED this 26th day of October, 1956.

"ANDREW ROBERTSON", Vice-President.

"J. MURRAY ANDERSON", Secretary. NEW issu: 411*6^65 DEN.soN.a DEN.SON 040 . #1,500,000 Arcadia Nickel Corporation Limited P'.' (No Personal Liability) 6V (Incorporated under the laws of the Province of Quebec) • V'" 635 First Mortgage Sinking Fund Bonds ?;/ carrying share purchase warrants l;': Dated April l, 1957 To mature April l, 1962. Principal and half-yearly interest (April l and October 1) and redemption premiums, if any, payable in lawful money of Canada at any branch in Canada of the company's bankers (far Northern branches exccpted). Coupon bonds in denominations of S500, 51,000 and SI0,000 registrablc as to principal only. The bonds will bc redeemable for Sinking Fund purposes only at the principal amount thereof and for other than Sinking Fund purposes with a premium of 4*^ prior to April 1, 1959, thereafter and prior to April l, 1960 with a premium of 3^*^, thereafter and prior to April l, 1961 with a premium of 3% and thereafter prior to maturity with a premium of

Share Purchase Warrants The bonds, when issued in definitive form, will be accompanied by share purchase warrants entitling the holders thereof to purchase shares of the par value of SI. 00 each of the capital stock of the company as presently constituted at the rate of 200 such shares for each S500 principal amount of bonds at a price of S2.SO per share, payable in Canadian funds, at par in Toronto if purchased at any time prior to twelve o'clock noon on the 31st day of March, 1962. Thereafter the share purchase warrants will bc void. The indenture relating to the stock purchase warrants will contain adjustment provisions designed to protect the holders thereof against dilution of their purchase rights.

Application has been made to list the share purchase warrants on the Toronto and Canadian Stock Exchanges,

Sinking Fund The Company will covenant to pay into a Sinking Fund on or before April l in each of the years 1959, 1960 and 1961 sufficient moneys to redeem S400.000 principal amount of bonds in each of the said years.

r- . ' A , D . . r Guaranty Trust Company of Canada Transfer Agent and Registrar: J

We, as principals, offer the 6^, First Mortgage Sinking Fund Bonds if, as and when issued by the company and accepted by us subject to prior sale and change in price and subject to the approval of all legal matters on our behalf by Messrs. Edison, Aird S Berlis, Toronto, and on behalf of the company by Messrs. Tory, Miller, Thormon, Hicks, Arnold S Sedgewick, Toronto, on whose opinion as to title our counsel will rely. PRICE: 99 and accrued Interest, to yield 6.23^, carrying share purchase warrants at the rate of 200 per 1500 principal amount of bonds.

The right is reserved to reject any or all applications and in any case to award a smaller amount than applied for. It is expected definitive bonrls will bc available for delivery on or about June 5, 1957. HARRISON s COMPANY LIMITED—- 66 KING STREET WEST TORONTO, ONTARIO TELEPHONE: EMPIRE 8-1891 GORDON K. MASTERS C. TBSKEY SMITH ALBERT J. CA&TAN "" N. ALBERT MITCHELL EDWARD G. PERCIVAL

GEORCB N'^JKUIAS - R. C. HICKS L. T. GIBSON T. A. Rxtfc^fct J. A. JENNINGS D. R. WILEY W. F. HILL ^ ?' 5 ARCADIA NICKRI. CORPORATION LIMITKD Toronto, Out. Harrison 4 Company Limited May l, 1957 66 King Street West, Toronto, Ontario. History Gentlemen: With respect to your proposed purchase of SI,500,000 principal amount of 6"^ First Mortgage '"v,, Sinking Fund Bonds of Arcadia Nickel Corporation Limited, we arc plciscd to submit the following fir'r information: 4; AER Nickel Corporation Limited, a subsidiary of Arcadia Nickel Corporation Limited, is the owner * of two major nickel-copper properties in the Township of Denison in the District of Sudbury, Ontario. ; One of these properties is the former Denison Nickel Mine which was under development for some years. : This property comprised two zones of nickel copper mineralization. The first of these on which was located : the shaft of the Denison Nickel Mine is known as the Robinson zone and contained the ore body which was to have been the primary mining srono of. the mine The *lnft (now known as the No. l shaft) was the development shaft of the Denison Mine and extends to a depth of 983 ft. There is another zone of the former Denison Mine. This is known as the Howland pit which produced a small tonnage of ore from an open cut during the first World War and which borders on a property of International Nickel Co. of Canada Limited. i AER Nickel Corporation Limited (originally named Pacolund Mines Limited) acquired the Denison property by purchase. The location of the property, the means of access thereto arc dealt with in ilic report of Michael Zurowski, H.Se., dated the 22nd day of April, 1957, which is attached hereto. In addition to the above properties AER acquired from Arcadia an adjacent properly formerly known as the "O'Connor Property". This area contains two mineralized /ones, one known as the Rosen and tin- other as the Swamp zone, The development of the Rosen zone is dealt with in the accompanying report of Michael Zurowski, H.Sc., dated the 22nd day of April, 1957. The No. 2 shaft lies almost midway between the 4 mineralized zones and is north cast of the No. l shift. The Swamp zone is of interest but has not as yet been explored except to the extent of three diamond drill holes which indicated a geology consistent with the other zone in the strike and which should be investigated further. This zone immedi ately adjoins a property controlled by International Nickel Co. of Canada Limited. Development All of the above properties lie in what is known as the "Worthington offset" in the Sudbury mining area. The "Worthington offset" was the site of the Worthington mine formerly operated by The Mond Nickel Company Limited. This mine operated for a number of years until a collapse of the upper level or levels halted operations some years ago. The strike of the offset on the properly of AER Nickel Corporation Limited extends for 4500 feet. The mine site is located one mile from the Sudbtiry-Snult Ste. Marie highway and is one mile from the Worthington station located on the Canadian Pacific Railway twenty-five miles west of Sudbury, Ontario The four ore zones presently known extend from west to east in the following order:-—Howland Pit, Robinson Zone, Rosen Zone and Swamp Zone. The No. l shaft which was the development shaft of the Denison mine is too small for the contemplated production of the Company at a rate of 1200 tons per day ,; and the Company is presently sinking a No. 2 ore production shaft which will bc capable of handling f production in excess of the last-mentioned rate. The No. 2 shaft is located in the "O'Connor Property" and adjacent to the Rosen zone. The No. 2 shaft is approximately 1600 feet cast of the No. l shaft. The No. l shaft has been used on a temporary basis for diamond drilling and exploration of the under- i ground workings of the Robinson zone and for exploration of the Rosen zone. The No. l shaft has levels established at 200, 350, 500, 650, 800 and 950 feet. The No. l shaft ties up a substantial portion of ore of milling grade in the shaft pillars. At present the buildings which were located adjacent to the No. l shaft at the time the property was acquired arc still temporarily located there, viz. the office, hoist house, dry house, machine shop and warehouse. These buildings will be moved in the future to the No. 2 shaft area. The No. 2 shaft is being sunk in a location between the Robinson and the Rosen zone so that it may be used for the mining of all areas. Currently it has been sunk to the level of 185 feet and will be continued to the 1250 foot horizon. This shaft is being sunk under contract by R. F. Fry ^ Associates Lui. in the No. 2 shaft area there have been constructed a Hydro substation, a secondary substation, a 100 foot head frame, a temporary pump station and a hoist room. The permanent plant in this area will consist of a hoist room, compressor room, crusher and boiler rooms, drv room, office building, shops and con centrator. Level intervals in the No. 2 shaft will coincide with those of the No. l shaft. The Robinson zone has been developed to the stage of outlining the ore body by drifting, cross-cutting ' and raising. The Rosen zone ore body has been outlined by diamond drilling from the surface, the 350 foot j level, the 650 foot level and by the slushcr drift driven on the 650 foot level. Particulars of the above are set forth in the report of Michael Zurowski, H.Se., dated April 22, 1957. J-* To date over 11,800,000 has been spent by the present management on development of this property j; and the purchase of equipment. ; The Comnany has arranged for the purchase of a mill and crushing plant from Mindamar Metals Corporation Limited and has also arranged for the purchase and erection of a hoist room together with all necessary plant and equipment required for production at the rate of 1200 tons of ore per clay with the exception of a 4 foot Symons standard cone crusher for which negotiations arc being completed. *. It is estimated that the mill will bc in production about the end of 1957. JX Milling T Tests have been conducted by Mr. Reginald Drake whose services were made available through the r, kind cooperation of Shcrritt Gordon Mines Limited. The results indicate a recovery of 85% nickel and ^ 90% copper in the concentrates. ^'' A nickel concentrate containing 129k cfln be produced and a copper concentrate, 2S9& copper. Ji/'iV,i"v ' 2 Itr ^|' Purpose of Issue ^ *-,: The funds provided by the sale of this issue will bc used to defray part o! the cost of the purchase |'^t- 0' ^c Mindamar mill, the installation of the mill and equipment on the property and to carry out the !;;|v; further underground and surface development necessary to bring the A h K Nickel property into pro- It;/ duction at a rate of 1200 tons per day.

Estimated Mine Plant Capital Costs from February 28, 1957 to Production n?itcr Tank...... ,. S12.000 Extension of pipe lines..,...... ,...... 15,000 Hoist and Compressor Room ...... ,...... 21,000 Heating Plant...... ,...... ,...... ,... 12,000 Warehouse. ..,....,...... 5,000 Hoist...... 95,000 Cages and Skips...... 20,800 Hoisting Ropes...... ,...... 2,060 Ore bins and Waste bins...... 10,000 Sheave Wheels...... 10,000 Complete Hcadframc...... 20,000 Complete shaft sinking, station cutting, crusher and loading ...... ,...... 277,500 Trolley and Cars...... 18,600 Slushcr, scrapers and Tugger Hoists...... 83,500 Mill and Crushing Plant...... 525,000 Transfer of Plant and Erecting...,...... 290,000 Rod Mill and Jaw Crusher...... 58,500 Four foot Symons Standard...... 20,000 Other pre-production costs, including engineering, labour, stores, etc...... ,...... 680,000 TOTAL...... S2j? "

Source and Application of Funds Source of Funds: Cash and investments at market, per Balance Sheet...... S 428,336 Proceeds from sale of surplus equipment...... ,...... 400,000 Proceeds from sale of bonds...... ,...... l .410,000 Guaranteed by an officer of the Company...... 500,000 S2.738,336

Application of Funds: Current liabilities, per Balance Sheet. . .. .,...... S 59,982 Preproduction costs (as per above schedule)...... ,.. 2,175,960 Outside exploration costs...... 15,000 Administrative expenses...... 89,833 Executive expenses...... ,...... 40,000 Financing Expenses...... 15,000 Bond interest...... 45,000 Provincial Corporation Taxes...... 1,200 S2,436,47s Contingencies and working capital...., ...... 446,360 52,738,336

Metal Recoveries and Costs Ore reserves arc calculated by our Consulting Geologist, Mr. Michael Zurowski, B.Sc., to the 950' level at 714,800 tons grading 0.810 Cu and 0.615 Ni undiluted and 786,000 tons grading 0.755 Cu and 0.573 Ni duluted giving a total diluted of 11,864,560 Ibs. of Cu and 9,005,640 Ibs. of Ni.Thc following value per ton of ore is based on prices for concentrates f.o.b. mine.

Nickel Content Based on 857o Recovery Ton* Grade Recoverable Ni Ibs. per ton Value 11.00 Ib. Ni Value Jl.37 Ib, Ni 786,000 .573^0 9.74 S9.74 S13.34

Copper Content Based on 909c Recovery Ton* Grade Recoverable Cu Ibs. per ton Value at 20c Ib. Cu Value at 20c Ib. Cu 786,000 .755^0 13.59 S2.72 S 2.72 Total value per ton.... ,...... S12.46 Vi6.06 m Operating Costs

M;; It is estimated that operating costs of the Company will bc 86.56 per ton before tnxc* and writc-ofTs. |j/ The mine will bc free of Federal Income taxes for the first three years of production. The costs are divided Ip'/';'.',' as follows: ^" Per ton |w Milled i Development...... ,...... , 81.00 rfe Milling...... 1.40 j..;.; Mining. . . ,...,...... 3.50 Marketing...... 14 1 , Outside exploration...... ,...... , .04 Administrative and Executive...... 48

: 86,56

Estimated Operating Profit Based on a total value per ton of S12.46, and opera t ing costs of 86.56 per ton, and as a result of con sultation with the Company's Consulting Engineer, it is estimated that the operating profit per ton will be 85.90. If 360,000 tons of ore per year are milled, it is estimated that the operating profits will bc in excess of 82,000,000 per year. Based on a total value per ton of 816.06, it is estimated that such operating profits will bc in excess of 83,000,000 per year.

Future Exploration

There arc two other zones which will have to bc explored, one in the No. l shaft area known as the Howland Ore zone and another in the No. 2 shaft area known as the Swamp Zone. Following the com mencement of production, the sinking of the No. 2 shaft will bc continued on a one shift basis to the 2000 foot level.

AER Nickel Corporation Limited, with the purchase of the new plant, and, no longer using Diesel power at the AER Nickel mine at Worthington, will have surplus equipment available for sale having a value estimated to bc in excess of 8400,000.

Genera]

The Worthington offset has a number of known ore bodies so that the future prospect of finding additional ore appears most encouraging.

In the past, operation of the Worthington Mine carried high values in platinum and palladium along with the copper and nickel values and the above estimates do not include any values for recovery of these prccio'is metals.

Respectfully submitted, (Sgd.) J. M. KILPATRICK General Manager

\: : fk; jfflW:'--'', i©-f.-, JOHN C. DUMBRILLE tfffi'S'?' Consulting Engineer 2*0':'VV 502-80 RICHMOND ST, W. Toronto CANADA

•••' May 16, 1957 Arcadia Nickel Corporation Limited, 137 Wellington Street West, Toronto, Ontario

Gentlemen, As requested, herewith is submitted an assessment of certain aspects of the letter of J. M. Kilpatrick, General Manager of Arcadia Nickel Corporation Limited, dated May l, 1957, to Harrison S: Company Limited. This assessment is based on the writer's general knowledge of and experience in the Sudbury type of ore deposition, on his professional and personal knowledge of Mr. Kilpatrick's abilities and on costs now being attained at operations of a similar size and nature. Tlic writer has not examined the under ground workings of the mine nor re-estimated any ore reserves and is basing his report on acceptance of the data presented by Mr. Kilpatrick and examination of plans in the possession of the company's head office. This letter comments only on probable operating costs and indicated revenue from the operation.

Operating Costs Mr. Kilpatrick has divided his costs into several main items: (a) Development: Sl.OO per ton. This will allow in excess of S750.000 for completion of development of the indicated tonnage. Examination of company maps indicates that this development is far advanced. No l shaft zone work is practically completed and No. 2 shaft zone work well advanced. I consider this estimate to bc reasonable. (b) Milling: SI.40 per ton. From data obtained from treatment of similar ore at approximately the same tonnage it is possible for me to estimate costs as follows: Crushing and grinding...... 63 Flotation and filtration . , ...... ,...... 35 Concentrate drying...... 12 Sampling and control...... ,...... 05 Tailings disposal. ...,...... 03 Supervision and miscellaneous ...... 12 Total...... SI.30 Contingencies — allow 59o for possible rise in prices...... 07 Total...... SI.37

This is well within the SI.40 figure. (c) Mining: S3.50 per ton. The mining system proposed is by shrinkage stoping. The ore is to be broken by long hole breasts. The ore occurs in fairly large bodies lining up so that they can be mined to a central ore pass system by slushcr and scram drifts. The ore is then hauled by central haulage to the underground crusher. This system lends itself to cheap mining. Stope preparation can bc considered as a separate item of mining costs. The writer's ex perience has shown that this cost will run between 25(f and 35(! per ton broken. Let us assume 30^. Stoping by the suggested method should cost approximately Sl.OO per ton broken for direct labour, 50j! per ton broken for direct supplies and 40f! per ton broken for supervision and mine services. This is an overall cost of S2.20 per ton broken. On the basis of 3 tons broken for 2 tons milled (due to ore tied up in shrinkage slopes) this would indicate an operating cost for mining of S3.30 per ton milled. It is to be kept in mind that eventually this cost will become less as shrinkage ore can bc pulled to mill feed. (d) Marketing: \ 4(. This would appear reasonable in the light of the data presented to me by officers of the company. (e) Outside Exploration: This is a matter of company policy. (f) The allowance of 48j! for administration costs is in line with the expenditures by other companies, and appears reasonable in the light of the data presented to me by officers of the company. From the above it will be seen that the writer concurs in Mr. Kilpatrick's estimates of operating costs. lIf*- iJSSK/iv ' . -' SJr'.^v' W - ,V /: ,- fe;rri*' ' ' ' ^'i- -' v ,'. #y.;y, - ; - © .* p': - Probable Returns j^TvV/ A letter from Mr. E. H. Bronson, the company's Consulting Metallurgist, is on file at the company's yi: office, stating that the mill as designed is capable of handling 1200 tons of ore per day. On the basis of |v 300 operating days this is a yearly tonnage of 360,000 tons. 5'. The company proposes to market its concentrates in the premium nickel market. According to pub- ,' Hshcd statements other mines arc now selling concentrates of a similar or lower grade at prices of SI.00 fV', to SI.37 per pound of contained nickel and 20j! per pound of contained copper. This is noted in Mr. KIN l ; Patrick's letter under the heading "Metal Recoveries and Costs". i On the basis of Si.00 per pound of contained nickel, the total value per ton is shown as S12.46. At the above indicated mill rate over a full operating year, the returns would bc: ; Gross returns — 360,000 tons at SI2.46.., ...... S4.485.600.00 Operating Cost — 360,000 tons at 6.56...... ,...... 2,361.600.00 Operating profit.....,..,...... ,...... 2,124,000.00 Less mining tax (estimated)...... 94,000.00 Operating profit...... 2,030,000.00 If the higher value for nickel (11.37 per pound) is taken, this operating profit could bc S3,200,000 per year. This profit is before provision for taxes, depreciation, sinking fund, interest, depletion and amortization. The fact that the company proposes to market its concentrates at the above premium price is based on the assumption by them that these premium prices will continue for some time to come and the writer considers that this is a reasonable assumption. Respectfully submitted, (Sgd.) J. C. DUMHRIU.B Professional Engineer

Certificate I, JOHN C. DuMURM-LE, of the Township of Toronto, Province of Ontario, hereby certify: 1. That l am a Mining Engineer and reside at 1327 Mineola Road East, Port Credit, Ontario. 2. That l am a graduate of the University of Toronto, and have been practising my profession as a Mining Engineer for over twenty-five years and am a registered Professional Engineer of the Province of Ontario. 3. That l have not nor do I expect to receive any direct or indirect interest whatsoever in the property or securities of Arcadia Nickel Corporation Limited or AER Nickel Corporation Limited. 4. That the accompanying letter is based on examination of documents and records in the possession of Arcadia Nickel Corporation Limited and AER Nickel Corporation Limited. 5. That l have not visited the property. DATED at Toronto this 16th day of May, 1957.

(Sgd.) J. C, DUMHRIU.U *^

Report on the Property of AER Nickel Corporation Limited Denison Township ~ Sudbury Mining District — Ontario By Michael Zurowski, B.Se. Toronto, Ontario April 22, 1957 Introduction The property of AER Nickel Corporation Limited comprises lot 12, concession Ml, west half of lot 12, concession II and the mineral rights under a lake in lot 11, concessions 11 and lil in the same town ship. These mineral rights under the lake arc designated by patented claims S-11033 and S-11034. The property has an area of 538 acres, The property is situated about one mile north from Worthington, a station on the Sudbury-Sault Ste. Marie branch of the Canadian Pacific Railway. Old highway No. 17 passes through Worthington which is about 25 miles west from Sudbury. A gravelled road leads from Worthington to the property, a distance of one mile. Worthington is the site of the previous operations of the Worthington Mine, operated by The Mond Nickel Company Limited. The mine was worked to a vertical depth of 1,700 feet. Operations ceased in 1920 when an upper level or levels collapsed. The Crean Hill Mine of the International Nickel Company of Canada Limited is four and one-half miles to the northeast of the AER Nickel property.

Summary 1. The property ol AER Nickel contains a length of 4500 feet of the Worthington offset, a quartz- diorite dike believed to bc a differentiate of the Sudbury Nickel irruptive. Along this length of the offset, four mineralized zones occur designated as the Howland, Robinson, Rosen and Swamp zones. Diamond drilling has been conducted on all the zones. Underground development and exploration has been con ducted on the Robinson and Roscn zones. Only those latter two zones have been considered in ore reserve calculations. 2. The ore lenses of the Robinson zone have been opened up underground to a depth of 950 feet by a shaft with levels at 200, 350, 500, 650, 800 and 950 feet below surface. Raises have been driven between all levels, except from the 200 level to surface and from the 950 to 800 foot levels. Lateral work has advanced to a stage where grade and tonnage estimates can bc calculated satisfactorily for the levels. 3. The Roscn zone has been examined by underground workings on two levels at 350 and 600 feet below surface from the Robinson shaft and by 17 vertical diamond drill holes from surface. 4. Calculations are based on the development work, surface and underground diamond drilling to a depth of 950 feet below surface on the Robinson and Rosen zones. A total of 545,500 tons of material, grading Q.805% copper and D.599% nickel are semi-proven and an additional 169,300 tons of material, grading G.826% copper and D.698% nickel arc indicated for a total of 714,800 tons of material averaging Q.810% copper and G.615% nickel. An estimate of 10*^ for mine dilution, carrying a grade of G.20% copper and Q.15% nickel, is believed to be reasonable. This results in an overall estimate of 786,000 tons grading Q.755% copper and G.573% nickel after dilution. 5. Additional investigation on the remaining undeveloped mineralized zones and those only partially developed, will probably add substantially to the above tonnage figures.

Exploration Work Completed Electromagnetic, magnetic and self-potential surveys have been conducted over most of the property Surface exposures along the length of 4500 feet of the Worthington offset have been mapped in detail.

Diamond Drilling Surface — The total diamond drilling completed on the four mineralized zones by AER Nickel Corporation and previous operators, is summarized as follows: Howland Robinson Rosen Swamp Zone Zone Zone Zone 'Previous operators...... 5,290 7,102 3,068 — Arcadia Nickel Corporation Limited and AER Nickel..... 1,640 9,197 21,231 Total...... 6,930 feet 16,299 feet 24,299 feet The surface drilling by AER Nickel on the Rosen Zone comprised vertical holes spaced at 50-foot intervals. Underground — A total of 15,332 feet of diamond drilling has been drilled on the Robinson and Rosen zones in the period ending February 1st, 1957. Underground Development Development of the Robinson zone is the most advanced of any of the mineralized areas. Here, a three-compartment shaft to a vertical depth of 970 feet services six levels established at the 200-foot, 350, 500, 650, 800 and 950-foot horizons. An adit was driven some 75 feet below surface. On the Rosen zone, drifts have been driven on the 350 and 650-foot levels and the 950-foot level drift is presently some 400 feet short of completion. The No. 2 shaft has been collared near the Rosen zone. This is designed to handle full production requirements. The total underground workings completed on the Roscn and Robinson zones in the period ending February lit, 1957, arc summarized as follows:

Robinson Zone Roscn Zone Remarks Adit...... ,..... 62 feet Shaft...... 970 feet 47 feet Crosscuts and Drifts...... ,...... 7895 feet Both zones combined Slusher Drift...... 119 feet Raises.'...... ,...,..,... 807 feet Slashing..,...... 2748 Tons Both zones combined The raises driven in the Robinson zone were to establish vertical ore continuity and for an ore-pass system. Sampling The system of channel sampling drifts, crosscuts and raises adopted by AER Nickel Corporation Limited consists of sampling two walls and the back of all workings. These arc taken at regular intervals of 3 or 5 feet along all underground workings. The mineralization, which is both disseminated and massive in character, is found, cementing and filling the interstices between breccia fragments. Therefore it is considered that close sampling on three sides of the opening is sufficient to provide reliable averages on which to base ore calculations. Assays from car muck samples have proven erratic, both higher and lower, than channel sampling and therefore not considered representative of the mineralized material.

Geology The area in which the property lies, is underlain by sediments and greenstones comprising the Sud bury Series, considered to be of Temiskaming, early Precambrian age. The formations generally strike northeasterly but are locally contorted. They have been intruded by a quartz-diorite dike, striking N.550E astronomic. It is known as the Worthington offset and has been traced for several miles in length. The offset varies in width from 80 to 225 feet. The Worthington offset is similar in composition to the host rock in other offset type deposits in the Sudbury district. The mineralization contains interesting amounts of metals of the platinoid group. The dike is possibly compound in character. It appears that the original fracture was healed by diorite and that subsequent ruptures along the pre-existing zone of weakness were followed by the intrusion of the quartr-diorite-nickel irruptive differentiate. Along certain portions of the dike the original diorite is altered to actinolite. This occurs in the wider portions of the dike and is found to be a favorable locale for the deposition of the copper-nickel-platinum minerals following fracturing and/or shearing. The mineralization on the property occurs in four distinct actinolite zones referred to as the Howland, Robinson, Rosen and Swamp zones. These zones are spaced at intervals of from 1400 to 1600 feet along Worthington offset. Similar occurrences are found along other parts of the offset of which the Worthington deposit is one. The ore minerals include pyrrhotite, pentlandite, chalco-pyrite and lesser niccolite and gersdorffite. The platinoid group of metals are also present. They occur as stringers, disseminations and massive pods replacing quartz-diorite and filling fractures and shears in the actinolite zones. Generally, the actinolite inclusions are not mineralized, although recent chemical assaying indicates that the platinoid metals are present in minute fractures. The quartz-diorite outside the margins of the actinolite zones is spotted with very minor disseminated sulphides. Where strong flat shears traverse the actinolite zone at close intervals, the concentration of mineralization is the greatest. The width of the mineralized lenses vary from 10 to 50 feet and the lengths . u, , f.^m 150 to 250 feet. In section the mineralized lenses have roughly en-echelon pattern.

Ore Reserves The estimate of tonnage and grade of ore material in the Robinson and Roscn zones is based on the results of underground work and diamond drilling. These estimates are divided into two categories, semi-proven and indicated and these terms are defined below. The factor of 10 cubic feet per ton was used for tonnage calculations. Semi-Proven — Ore material outlined on two levels by drifts and crosscuts, with one raise longi tudinally through the ore lens. Where no raises have been driven, but the ore material has been fully outlined on a level, the material contained fifty feet above and below, is considered semi-proven. Indicated — Ore material outlined by diamond drilling and that material between levels but in i excess of fifty feet from a developed level where no raise has been driven, is considered indicated.

Dilution Since a halo of disseminated mineralization, and in some cases massive pods of sulphides, occur outside of the ore lens, a dilution factor of 10 per cent carrying a grade of 0.20 percent copper and 0.15 percent nickel is assumed reasonable in consideration of the mining methods to be applied. iSMi Tabulated below i* the estimate of ore reserves of the Roscn and Robinson zones: Estimate of Ore Reserves Tonnage Sem)- Indl- Proven cated Total Jo Cu. !b*. Cu. 7oNI. Ibi. Ni. 0.678 0.593 81,400 0.708 0.665 0.832 0.590 87,900 0.936 0.729 Total...... 545,500 0.805 0.590 169,300 0.826 0.698

Undiluted Total...... 714,800 0.810 11,579,760 0.615 8,792,040 Plus estimated Dilution of 71,200 0.200 284,800 0.150 213,600 Diluted Total...... 786,000 0.755 11,864,560 0.573 9,005,640 Precious Metals Initial metallurgical test work on representative samples of ore material from the Robinson deposit indicates that a nickel concentrate can bc produced carrying 523.00 of precious metals (platinum and palladium) and a copper concentrate carrying S19.50 per ton of precious metals. The established con centration ratio for these products is 15 : 1. Therefore it appears reasonably safe to assume that a gross value of 12.00 per ton of precious metals may be contained in the foregoing tonnage calculations. Ore Potential In a letter to the President and Directors dated August 18, 1956 from L. R. Simard, Consulting Geologist for the company, the potential of some 2^6 million tons to a depth of 1,000 feet on the four mineralized zones (Howland, Robinson, Rosen and Swamp) is a distinct possibility. No grade has been mentioned or assumed for this tonnage of material and such grade and tonnage will be dependent on the results of considerable diamond drilling and underground development on all four zones. Respectfully submitted, (Sgd.) MICHAEL ZUROVVSKI Toronto, Ontario. April 22, 1957.

Certificate I, Michael Zurowski, Geological Engineer, of the City of Toronto, in the Province of Ontario, hereby certify: 1. That I am a practising Geological Engineer and reside in the City of Toronto, Province of Ontario. 2. That I am a graduate in Geological Engineering from the University of Saskatchewan and have been practising my profession since 1950. 3. That I have no direct or indirect interest, nor do I expect to receive any interest directly or indirectly in the property or securities of Arcadia Nickel Corporation Limited or AER Nickel Corporation Limited. 4. That this report on the property of AER Nickel Corporation Limited is based on personal exami nation of the property on numerous occasions during the past 14 months and on an independent check and verification of all data relating to ore estimates. DATED at Toronto this 22nd day of April, 1957.

(Sgd.) MICHAEL ZUROWSKI

t'-,"- f"': j^&r^ mt. ' v

Arcadia Nickel Corporation Limited (No Personal Liability) and Its Subsidiary AER Nickel Corporation Limited Consolidated Dalance Sheet as at February 28, 1957 and Consolidated Pro Forma Dalance Sheet as at February 28, 1957 After Giving Effect as at that Date to the Following Transactions (1) Issue and sale of 31,500,000.00 principal amount of Arcadia Nickel Corporation Limited 6^ First Mortgage Sinking Fund bonds carrying share purchase warrants for a total consideration of 31,410,000.00. (2) The payment of estimated financing expenses of 315,000.00. Assets Pro Forma Balance Sheet Balance Sheet CURRENT ASSETS Cash...... 3 230,938.02 31,625,938.02 Accounts receivable...... 53,471.21 53,471.21 Investments, at cost (quoted value 3197,398.00)...... 203,605.35 203,605.35 Prepaid expenses...... __16,833.63 J6i8J3.63 3 S04.848.2l 317899.848.21 FIXED ASSETS, At Cost Mining claims and rights (sec notes l and 2)...... ,...... 3 689,929.17 3 689,929.17 Petroleum leases and reservations, at cost...... 6,458.05 6,458.05 Buildings...... ,...... 458,103.41 458,103.41 Machinery and equipment ....., ...... ,...... 573,771.83 _573^771.83 31,728,262.46 31.728,262.46 OTHER ASSETS Deferred charges — Expenditures to February 28, 1957...... 31.182,777.99 31,287,777.99 Materials and supplies for construction and development, at cost. . 92,022.34 92,022.34 Excess of cost of acquisition over book value of subsidiary stock...... __!?A93j!)-4J 455,936.41 31.730.736r7~4 '31,835.736.74 JJ3.963.847.4J 35,463.847.41

Liabilities CURRENT LIAHILITIES Accounts payable and accrued charges...... S 48,148.74 3 48,148.74 Wages payable...... 11.723.52 11,723.52 Owing to director...... __ J5?i?2 ____109.99 3 59,982.25 3 59,982.25 Minority interests...... 228,858.16 228,858.16 69fc First Mortgage Sinking Fund bonds, due April l, 1962...... ,... 1,500,000.00 Capital Stock: Authorized 5,000,000 shares of 31.00 par value each. Issued — Par value Discount Net For cash...... 3,050,007 (485,000) 3,535,007 For mining claims and rights...... 950.000 810,000 _140,000 4.000.007 325.000 3.675.00*7 3.675.007.00 3,675.007.00 33.963.847.41 ^5.46^.847.41 The accompanying notes are an integral part of this statement and should be read In conjunction therewith. Approved on behalf of the Board: , Director , Director Auditors' Report To the Directors, Arcadia Nickel Corporation Limited. We have examined the consolidated balance sheet and consolidated pro forma balance sheet of Arcadia Nickel Corporation Limited (No Personal Liability) and its subsidiary AER Nickel Corporation Limited as at February 28, 1957 and the consolidated and consolidated pro-forma statements of deferred charges for the period from October 13, 1950 to February 28, 1957. 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. We have had submitted to us financial statements of AER Nickel Corporation Limited, certified by that company's auditors, which statements have been incorporated in the consolidated accounts above mentioned. All our requirements as auditors have been complied with and in our opinion, the above consolidated balance sheet and consolidated pro forma balance sheet, supplemented by the notes thereto and the accompanying consolidated and consolidated pro forma statements of deferred charges present fairly the financial position of Arcadia Nickel Corporation Limited and its subsidiary as at .February 28, 1957 and the results of their operations for the period ended on that date-according to the best of our information and the explanations given us and as shown by the books of the companies. Toronto, Canada May 10, 1957. Chartered Accountants. 10 fe i; Arcadia Nickel Corporation Limited (No Personal Liability) and Its Subsidiary AER Nickel Corporation Limited Consolidated Statement of Deferred Charges and Consolidated Pro Forma Statement of Deferred Charges Period from October 13, 1950, to February 28, 1957 Pro Forma Deferred Deferred Charge* Charge* Incorporation and organization expenses...... ,..,...... t 1 0,091.00 S 10,091.00 Exploration and development: Assaying and testing...... S 32,179.56 Building, camp and other maintenance...... 44,563.66 Diamond drilling...,...... ,...... 66,332.70 Drafting, reproduction and maps., ...... 1,362.98 Engineering and geologist...... ,...... 48,602.86 Field office expenses...... , 3,868.70 General exploration and development...... 112,629.79 Government fees and expenses...... 535.29 Miscellaneous...... 1,385.14 Municipal taxes,...... 3,653.08 Road building and maintenance .,...... 42,515.46 Shaft expenditures...... ,...... 83,081.05 Supplies...... ,...... 1,620,56 Surface electrical, air and water...... 75,049.36 Surface exploration, drilling, field geology...... 19,497.75 Underground development...... 377,454.65 Wages...... 5.365.19 S919.697.78 Sundry income from Toburn property...... 10,836.81 S 908,860.97 908,860.97 Administration: Advertising and public relations...... S 53,773.53 Directors' expenses...... 1,924.59 Employee benefits...... 7,059.49 Executives' salaries and expenses...... 67,121.25 General office services...... ,...... 15,592.97 Government fees...... 733.45 Insurance...... ,...... 16,534.41 Legal, audit and corporate expenses...... 20,650.80 Licenses in mortmain...... l,500.00 Listing fees and expenses...... 6,732.46 Miscellaneous...... 3,397.38 Office salaries and expenses...... 58,674.72 Telephone and communications...... 14,986.55 Trust company fees...... 6,571.53 S275.253.13 Interest earned...... 11.427.11 263,826.02 263,826.02 Financing expenses (including bond discount of S90.000.00)...... ______105.000.00 Sl.182.777.99 11,287,777.99 NOTES to Consolidated Balance Sheets 1. Mining claims and rights: Parent company: — At the consideration given therefor, consisting of 900,000 shares of capital stock at 101 per share, 50,000 shares of capital stock at 11.00 per share and 1454,488.20 cash, less subsequent sales valued at 1400,288.20...... ,.... t 194,200.00 Subsidiary company: — For 999,985 shares of the capital stock...... 1999.985.00 For cash...... 70.150.00 1.070,135.00 (1,264,335.00 Less Profit on sale of mining claims to subsidiary...... ,...... ,...... 374,405.83 i 689,02107 Included in the total cost of mining claims and rights of 1689,929.17 are expenditure!! made by Arcadia Nickel CorpO"-ation Limited on the Township of Denison claims prior to transfer to AER Nickel Corporation Limited. The following is a listing of such expenditures: General administrative..,.,...... ,...... ,...... ,...... f 826.71 Government fees and licences....,...... ,...... 2,144.00 Engineers and geologists..,...... ,.....,...... ,...... ,...... ,...... 15,655.70 Technical services...... ,...... 16,950.44 General exploration and development.,....,...... ,...... ,.,...... 146,059.48 Diamond drilling...... ,...... 189,246.42 Assaying and testing...... ,...... ,...... 3,018.58 Fire protection...... ,...... ,...... ,..,.. 972.14 Roaa maintenance,...... ,...... ,. 417.50 I375.290.9f 2. Included In mining claims and rights Is 125,000.00 covering the cost of real property, buildings, works and plant formerly known as Toburn Mine. 3. The Company has outstanding commitment* in respect of fixed assets under construction of approximately 1890,000.00. 4.' An officer of the Company has agreed to provide additional fund* to the company up to a maximum of (500,000.00 If the same arc required to complete the development programme. 5. Share purchase warrants are outstanding covering 600,000 shares of the capital stock of the company at 12.50 per share. Statutory Information (n) The full name of the Company is Arcadia Nickel Corporation Limited (No Personal Liability), hereinafter, for convenience, referred to ns "the Company". The Mead Office of the Company is at 56 Wellington Street North, City of Sherbrooke, Quebec. The Company maintains an Executive Office at Suite 60S, New Wellington Building, 137 Wellington Street West, Toronto, Ontario. (b) The Company was incorporated under the provisions of The Quebec Mining Companies' Act by Letters Patent dated the 23rd day of February, 1953. The Company's subsidiary, AER Nickel Corporation Limited (hereinafter referred to as "ARR Nickel") was incorporated under the laws of the Province of Ontario by Letters Patent dated the 13th day of October, 1950. Supplementary Letters Patent were issued changing the name of the subsidiary company to its present name under date of the 17th day of November, 1955. (c) The following are the particulars as regards the officers, directors and promoters of the Company:

,.. Officers and Directors

President and Managing Director ...... Au.F.N EI.IAS RpsP.N, Prospector, "Arcadia", Mississauga Road, Port Credit, Ontario Vice-President and Director ...... ANDREW RonERTSON, Mining Engineer, 60 Highland Avenue, Toronto, Ontario. Vice-President and Director ...... ROY HKKRKRT THOMSON, Publisher, Mississauga House, Mississauga Road, Port Credit, Ontario. Director ...... , ...... VAN HOOSF. SMITH, Metallurgical Engineer, 90 Strathallan Blvd., Toronto, Ontario. Director ...... LT. Col,. SIR EDWARD STF.VENSON, K.C.V.O., M.C., Longnidary, East Lothian, Scotland. Director . . , . . , ...... AHRAHAM BF.RNARD SIIORF., Treasurer, 96 Lake Avenue, Newton Centre 59, Massachusetts, U.S.A. Director ...... , . . . , . .J. DUMARF.SQ SMITH, Mining Executive, "Medhurst", Rochcs Point, Ontario. General Manager. . . . . , ...... JOHN MATHESON KII.PATRICK, Mining Engineer, 35 Valccrest Drive, Toronto 18, Ontario. Secretary-Treasurer...... JAMES MURRAY ANDERSON, Corporation Secretary, 30 Bayvicw Ridge, Willowdale, Ontario. Assistant Secretary-Treasurer...... WILLIAM LANGM.I. HOGARTH, JR., Secretary, 120 Dundas Street East, Cooksville, Ontario. (ii) The Promoter is the aforesaid Allen Elias Rosen. (d) The Company's auditors are Messrs. Thorne, Mulholland, Howson (S: McPherson, Chartered Accountants, 111 Richmond Street West, Toronto, Ontario. (e) Guaranty Trust Company of Canada, 70 Richmond Street West, Toronto, Ontario, and 610 St. james Street West, Montreal, Quebec, is the Transfer Agmt and Registrar of the Company's capital stock. Guaranty Trust Company of Canada at its offices in Toronto and Montreal is the Registrar for the 6*J^ First Mortgage Sinking Fund Bonds and registers on which Bonds may be registered as to principal only and on which transfers of such Bonds so registered shall be recorded will be kept by the Registrar at each of its said offices. (f) The authorized capital of the Company is 85,000,000.00 divided into 5,000,000 shares of the par value of SI. 00 each, all of one class, whereof, at the date of this Prospectus 4,000,007 shares have been allotted and are outstanding as fully paid and non-assessable. The authorized capital of AER Nickel is S5,000,000 divided into 5,000,000 shares of the par value of Si. 00 each, all of one class, all of which have been allotted and arc outstanding as fully paid and non assessable. The Company owns 4,350,000 of the said shares in the capital stock of AER Nickel. ) There arc no bonds or debentures of the Company outstanding or proposed to be issued except 1,500,000 principal amount of 6^ First Mortgage Sinking Fur.d Bonds (hereinafter called the "Bonds ) which the Company proposes to issue. The Bonds will be secured under a deed of trust and mortgage dated as of April l, 1 957 and a supplemental deed of trust and mortgage to bc dated as of May l, 1957 (here inafter collectively referred to as the "Trust Deed") each made between the Company and Guaranty Trust Company of Canada as trustee. Attached to the Trust Deed as a schedule thereto is an agreement of guarantee between AER Nickel and Guaranty Trust Company of Canada as trustee dated as of April l, 1957 (hereinafter called the "Agreement of Guarantee"). Particulars of the Bonds are as follows: The Bonds aie to be dated April I, 1957, to hear interest at the rate of 6^1 per annum payable half-yearly on the 1st days of April and October in each year and to mature April l, 1962. They are to be issued in coupon form, registrablc as to principal only in denominations of S500, 11,000 and S10.000. The interest, premium, if any, and principal will be payable at the holder's option at par at any branch in Canada (far Northern branches excepted) of the Company's bankers. SINKING FUND: — The Company will covenant to pay into a sinking fund on or before April l in each of the years 1959, 1960 and 1961 sufficient moneys to redeem S400.000 principal amount of Bonds in each of the said years. 12 i- m REDEMPTION:—The Bonds arc to bc redeemable for sinking fund purposes only at the principal nmount thereof together with accrued interest to the date specified lor redemption. The Bonds arc to be redeemable for other than sinking fund purpose* at the following prices: prior to April I, 1959 at 1104.00 thereafter and prior to April l, I960 at 1103.50 thereafter and prior to April l, 1961 at 1103.00 thereafter and prior to maturity at 1102.50 together in each case with accrued interest to the date specified for redemption, hereinafter referred to as the "redemption prices". The Company will have the right to purchase Bonds at prices not in excess of the redemption prices set out above plus costs of purchase and may tender the same at the principal amount thereof to the Trustee under the Trust Deed in satisfaction of its sinking fund obligations. SECURITY:—-The 11,500,000 principal amount of Bonds will be direct obligations of the Company and will be guaranteed by ALR Nickel. The said Bonds are in the opinion of counsel to be secured by (i) a first fixed and specific mortgage and charge on the 4,350,000 shares owned by the Company in the capital stock of AKR Nickel; (ii) a first floating charge under the laws of the Province of Ontario on the undertaking, property and assets of the Company in the Province of Ontario for the time being, both present and future, and not valiclly subjected to the foregoing mortgage and charge but subject to an exception as to the last day of the term of any lease or agreement therefor; (iii) a first fixed and specific mortgage, pledge and charge on all real and immovable property and leasehold interests now owned by AER Nickel in the Province of Ontario including lands, buildings and other erections and all casements, licenses, privileges, benefits and other rights or interests of any nature or kind whatsoever in or in respect of real and immovable property and all plant, machinery, equipment and apparatus of a fixed or permanent nature now owned by AER Nickel: (iv) a first floating charge under the laws of the Province of Ontario on all the undertaking, property and assets of AKR Nickel in the Province of Ontario for the time being, both present and future, other than such thereof as arc effectively and validly subjected to the foregoing first fixed and specific mortgage and charge but subject to an exception as to the last day of the term of any lease or agreement therefor; the whole subject to permitted encumbrances and the right of the Company and AER Nickel to remove metalifcrous ores from the mortgaged premises and to sell the same free from the lien of the Trust Deed and Agreement of Guarantee and subject to the right of AER Nickel to give security to its bankers on the said ore or any concentrates or metals produced therefrom, in the same manner and to the same extent and with the same effect as if the Trust Deed and/or the Agreement of Guar antee had not been made until the security constituted by the Trust Deed and/or the Agreement of Guarantee shall have become enforceable and the Trustee shall have determined or become bound to enforce the same. The first fixed and specific mortgages, pledges and charges above mentioned arc expressed to be applicable to all real and immovable property and leasehold interests hereafter acquired by the Company or AER Nickel in the Province of Ontario subject to the right of the Company and AER Nickel (subject as aforesaid) to deal with the said ore, concentrates and metals as above-mentioned. The said floating charge will in no way hinder or prevent the Company or AER Nickel at any time or from time to time (until the security constituted by the Trust Deed and/or the Agreement of Guarantee shall have become enforceable and the Trustee shall have determined or become bound to enforce the same) from selling, alienating, assigning, mortgaging, charging, pledging, leasing or otherwise disposing of or dealing with the subject matter of such floating charges in the ordinary course of their respective businesses and for the purpose of carrying on the same. The Trust Deed provides that any bonds redeemed or purchased are to be cancelled and not re-issued. The Trust Deed is to contain definitions of the following terms substantially with the following effect: "permitted encumbrances" means: (i) liens for taxes, rates, assessments or governmental charges or levies not at the time due and delinquent or the validity of which is being contested by the Company in good faith by appropriate proceedings; (ii) easements, leases or other rights in land granted to public utilities, common carriers or other similar bodies or to any municipality or governmental or other public authority which in the aggregate do not materially impair the usefulness in the business of the Company or a subsidiary of the property subject thereto; (iii) any lien or encumbrance in respect of which there shall have been deposited with the Trustee cash or an indemnity bond sufficient in the opinion of the Trustee for the protection of the Bondholders; (iv) title defects or irregularities which, in the opinion of counsel, are of a minor nature and in the aggregate will not materially impair the usefulness in the business of the Company or a subsidiary of the property subject thereto; and (v) reservations in the original grants from the Crown of any lands or interests therein; "development programme" means the programme presently being carried on by the Company and AER Nickel Corporation Limited on the property of AER Nickel Corporation Limited in the Township of Denison, in the District of Sudbury and Province of Ontario for the purpose of producing nickel and copper concentrates and includes the completion of the purchase of a mill from Mindamar Metals Corporation Limited, transporting and erecting the same on the property of AER Nickel Corporation Limited, the construction of a crusher house and a hoist house, preparing slopes for production, driving ore pasaes, installation of a loading p^ket and underground crusher so that sufficient working faces are available to supply the said mill for production at the rate of 1200 tons of ore per day. There are included in the Trust Deed provisions for the release of certain assets subject to certain additions of property from time to time covered by a first fixed and specific mortgage, pledge or charge or the floating charges referred to in the heading "Security" in this paragraph (J) of this prospectus. 13 The Trust Deed is to contain covenants by the Company (a) that it will cause its subsidiary, AER Nickel, to execute an agreement of guarantee substantially in the form set forth in the Trust Deed by the terms of which the said subsidiary guarantees payment of the Bonds of the Company in accordance with their terms and charges all its property in the Province of Ontario in favour of the trustee named in the Trust Deed as collateral security to such guarantee; (b) thai it will nol declare or pay dividends on any of its shares at any time outstanding or redeem, reduce, purchase or other wise pay off any of its shares at any time outstanding or make loans except to AER Nickel in con nection with the development programme or in the ordinary course of business or purchase securities except readily marketable securities and except securities of AliR Nickel in connection with the development programme; (c) that it will not prior to the completion of the development programme purchase any mining lands not contiguous with the lands which arc the subject of the development programme or expend the funds of the Company on other than the development programme and work required to keep the other properties of the Company in good standing and for general corporate purposes; and (d) that it will complete the development programme with all due despatch. (h) Certificates representing 860,000 shares of the Company's capital stock arc presently escrowed with Guaranty Trust Company of Canada, 70 Richmond Street West, Toronto, Ontario, subject to release pro rata to the parties entitled thereto only on the written consents of the Ontario Securities Commission and a majority of the Directors of the Company and subject also to transfer, hypothecation, assignment or other alienation only on the consent in writing of the Ontario Securities Commission. It is a condition of the agreement with the underwriter referred to in paragraph (n) hereof that the directors of the Com pany will not consent to or facilitate the release from escrow of the presently escrowed shares in the capital of the Company so long as any of the Bonds are outstanding except with the written consent of the underwriter.

(l) The following arc the particulars of the shares sold for cash to date: 200,000shares® .10 per share . . . . S 20,000 200,000 n .15 30,000 200,000 u .25 50,000 200,000 ii .35 70,000 200,000 @ .40 80,000 200,000 @ .50 100,000 200,000 .75 150,000 200,007 1.00 200,007 200,000 1.25 250,000

300,000 @ 1.50 450,000 100,000 1.75 175,000 400,000 1.87 748,000 100,000 2.12 212,000 200,000 2.75 550,000 150,000 3.00 450,000 3,050,007 33,535,007 No commission was paid or is payable on the sale of the foregoing shares. The Company purchased a total of 1,950,000 shares in the capital stock of AER Nickel for an aggre gate consideration of S637,500. (j) There have been no securities other than the foregoing shares sold for cash to date. Reference is made however to paragraph (n) hereof for certain particulars of the underwriting agreement relating to the sale of Bonds and 600,000 share purchase warrants. Ck) No shares were issued or are to be issued or cash paid or is to be paid by the Company to any person for promotional or other services unless the consideration paid to the Vendors by the Company for the mining properties set forth hcrcundcr can be so considered. (1) (i) (a) The Company holds under the Mining Laws of the Province of Quebec a group of unpatented mining claims in Bellcchassc Township, in the County of BeTlcchasse, in the Province of Quebec, comprising about 1,500 acres as follows: Those certain unpatented mining claims comprising the southerly halves of Lots 2 to 11 inclusive, Range l, and all of Lots 2 to 11 inclusive. Range 11, in the said Township of Bellechassc, duly recorded in the Office of the Mining Recorder for the Province of Quebec, known as the south half of Claims Numbers Q.67024-5-6-7-8-9-30-1-2-3, and all of Claims Numbers Q.67036 to Q.67045 inclusive, and which claims are held under Development Licenses 21223 to 21227 inclusive, and 21229 to 21233 inclusive. (b) The Company holds under the Mining Laws of the Province of Ontario four groups of unpatented mining claims as follows: (i) WERNER LAKK GROUT: Those twenty-nine (29) unpatented mining claims located in the Red Lake Area, in the Red Lake Mining Division, District of Kenora, Patricia Portion, duly recorded in the Office of the Mining Recorder for the Red Lake Mining Division, at Red Lake, Ontario, as numbers KRL.35738 to KRL.35766 inclusive. (ii) BUND RIVER AREA GROUP: Those eighteen (18) unpatented mining claims located in Township 163, in the District of Algoma, Province of Ontario, duly recorded with the Mining Recorder of the Sault Ste. Marie Mining Division at Sault Ste. Marie, Ontario, as numbers SSM.33717 to SSM.33734 inclusive. 14 p* W: '^

Wfc: (iii) GRAHAM TOWNSHIP GROUP: Those thirty-eight (38) unpatcntcd mining claims located in the Township of Graham, in the District of Sudbury, in the Province of Ontario, duly recorded with the Mining Recorder of the Sudbury Mining Division at Sudbury, Ontario, as numbers S.77214 to S.77229 inclusive, and S.85402 to S.8S423 inclusive. (iv) NKKI.ON TOWNSHIP GROUP: Those seven (7) unpatentcd mining claims located in the Township of Neelon in the District of Sudbury, in the Province of Ontario, duly recorded with the Mining Recorder of the Sudbury Mining Division at Sudbury, Ontario, as numbers S. 77789 to S. 77795 inclusive. (c) The Company owns that property formerly known as the Toburn Mine in the Kirkland Lake Mining Area, comprising certain patented mining claims located in the Townships of Teik and Lebel, in the district of Temiskaming, in the Province of Ontario. (d) The Company holds oil leases on wildcat oil acreage in the Townships of Artemesia, Kgrc- niont, Glenalg, Holland, Ospray and Proton in Grey County and in the Township of Melancthon in DufTcrin County comprising in all some 21,280 acres. The said oil leases were acquired during the period from November l, 1955 to January 18, 1956 for a total consideration of 86,458.05. (c) AKR Nickel is the owner of the west half of Lot No. 12, (including the mineral rights) in the Second Concession of the Township of Denison, in the District of Sudbury, in the Province of Ontario excepting the surface rights onlv of two strips of land granted to the Township of Denison for township roads, Lot No. 12 (including the mineral rights) in the Third Con cession of the said Township of Denison, patented mining claim S. 11033 being land covered with water of that part of a small lake lying within the limits of the north part of Broken Lot No. 11 in the Second Concession of the said Township of Denison containing by ad measurement 47 acres more or less and patented mining claim S. 1 1034 being land covered with water of that part of a small lake lying within the limits of the south part of Broken Lot No. 11 in the Third Concession of the said Township of Denison containing by ad measurement 28 acres more or less. The Company does not attribute any value to the lands described in (a), , (c) and (d) of this subparagraph (i) for the purposes of this prospectus. (ii) The Bellechasse group of mining claims in Bellechasse Township described in (1) (i) (a) above were acquired by the Company from the said Allen Klias Rosen under an agreement dated the 10th day of April, 1953 in consideration of the sum of 890,000 which was fully paid and satis fied by the allotment and issue of 900,000 fully paid and non-assessable shares of the capital stock of the Company recorded at and for the price of ten cents (,10f) per share, 810,000of which shares were escrowed in accordance with the provisions set forth in paragraph (h) hereof. The Werner Lake group described in (l) (i) (b) (i) above were acquired by staking at a cost of 82,900 which has been paid. The Blind River group described in (l) (i) (b) (ii) above were acquired by staking at a cost of 81,800 which has been paid. Claims numbers S77214 to 77229 inclusive (16 claims) of the Graham Township group described in (1) (i) (b) (iii) above were acquired by the Company from Samuel Ciglcn, 100 Adelaide Street West, Toronto, Ontario under an agreement dated the 5th (lay of August, 1955 in consideration of the sum of 812,000 cash and the issue and allotment to the vendor of 50.000 shares of the capital stock of the Company as fully paid and non-assessable at a price of 81.00 per share which shares were escrowed in accordance with the provisions set forth in paragraph (h) hereof. Claims S85402 to S85423 (22 claims) of the said Graham Township group were acquired from Allen Klias Roscn at his cost of staking the same viz. 85,000 which has been paid. The Neelon Township group described in (1) (i) (b) (iv) above were purchased from Joseph Kugenc Muard, Temple Building, 62 Richmond Street West. Toronto, Ontario for 87,500 cash which has been paid. By Agreement dated the 8th day of June, 1955 the Company acquired the Toburn Mine described in (l) (i) (c) above together with all buildings, works, plants, machinery, equipment, vehicles, stores, office furniture and equipment, materials and supplies of whatsoever nature and kind and wheresoever situate in, on or about the same from AKR Investments Limited, 137 Wellington Street West, Toronto, Ontario for 8375,000 and issued therefor its promissory note payable on demand which note has now been paid. Subsequently the Company sold to AKR Nickel all the useful surface and underground machinery of the Toburn mine at a price of 8350,000 which said sum was fully paid and satisfied by the issue to the Company of 1,400,000 fully paid and non-assessable shares of AKR Nickel being at a price of 25^ per share. The Company acquired Lot 12 in Concession 3 of the Township of Denison and patented claims X os. S. 1 1033 and S. 11034 from the said Allen Klias Rosen on February 23, 1956 for the sum of 850,288,20 being the cost thereof to the said Allen Klias Rosen. Subsequently the Company expended thereon the sum of 8375,290.97 in exploring, developing and engineering the said property and subsequently on February 26, 1957 transferred the same to AKR Nickel at and for a price of 8999,985 which was satisfied by the allotment and issue lo the Company of 999,985 fully paid and non-assessable shares of AKR Nickel recorded at the par value thereof. The west half of Township Lot 12 in the Second Concession of the Township of Denison was purchased by AKR Nickel from North Denison Mines Limited, a company incorporated under the laws of the Province of Ontario. The total consideration was the payment to North Denison Mines Limited of 865,000 and payment to John R, Rae whose address is unknown to the signatories hereof on March 10, 1951 of the sum of 85,000. Costs of registration of the docu ments of title were 8150. 15 IP-'.

; . (iii) No person has received or is to receive from any vendor above mentioned to the knowledge ol the signatories hereof a greater than 5*^ interest in the consideration paid for the mining claims ^•,; and properties as aforesaid, save Andrew Robertson, 60 Highland Avenue, Toronto, Ontario. [,'; The said Allen E. Roscn, his wife Flora Roscn and his sister Celia Mallei), 800 Eglinton Avenue West, Toronto, Ontario, are the only persons who hold a greater than 5% interest in the vendor, AER Investments Limited. North Denison Mines Limited is a public company and the signa tories hereto have no knowledge of what persons may have a greater than ^/c interest therein. (m) The means of access to the property of AER Nickel described in paragraph (I) (i) (c) hereof, the character, extent and condition of the underground exploration and development and the underground plant and equipment; the character, extent and condition of the surface exploration and development and the surface plant and equipment; a description of the work done and improvements made by the present management to the property of AER Nickel arc set forth in the report of Michael Zurowski, B.Se., dated April 22, 1957 and in the letter from J. M. Kilpatrick dated May l, 1957 attached hereto, to which refer ence is hereby expressly made. The known history of the property is set forth in the said letter from J. M. Kilpatrick, Express reference is hereby made to both of the said letters which by such reference arc incorporated herein. Sufficient work has been done on the properties of the Company mentioned in paragraph (1) (i) (a) (b) (c) and (d) above to maintain the same in good standing. (n) The Company proposes to issue pursuant to a warrant indenture made between the Company and Guaranty Trust Company of Canada as trustee and dated as of April l, 1957, 600,000 stock purchase warrants (hereinafter referred to as the "Warrants") entitling the holders thereof to purchase shares in the capital stock of the Company as the same are presently constituted at a price of S2.50 per share up to 12 o'clock noon on March 31, 1962. Thereafter the Warrants will bc void. The said Warrants are to be dated as of April l, 1957 and the said indenture contains adjustment provisions designed to protect the holders thereof against dilution of their purchase rights. The Bonds when issued will bc accompanied by 200 Warrants for each S500 principal amount of Bonds. Under an Agreement dated May 17, 1957 between Harrison A Company Limited on its own behalf as underwriter and the Company, the Company has agreed to sell and the said underwriter has agreed to buy the SI,500,000 principal amount of Bonds referred to in this prospectus and 600,000 Warrants for an aggregate consideration of Sl.410,000 and accrued interest on the principal amount of the Bonds from April l, 1957 to the date of delivery payable in cash in Canadian funds to the Company, all upon the terms ai.d conditions set out in the said Agreement, the said purchase and sale to be closed on the 31st day of May, 1957 or the 14th day after the said securities are qualified for sale to the public in all of the provinces of Canada (other than Newfoundland) whichever shall be later. It is anticipated that the said purchase and sale will bc closed on or about June 5, 1957. Under an Agreement dated May 16, 1957 between Harrison A Company Limited and Allen Elias Rosen, Harrison A Company Limited has received from Allen Elias Roscn an option to purchase all or any part of 50,000 shares in the capital of the Company at a price of 52 per share cxercisable within two years after the purchase and sale covered by the underwriting agreement referred to above has been closed. The only persons having more than 5 r#. interest in Harrison Sr Company Limited are Gordon K. Masters, 444 Russell Hill Road, Toronto, and C. Teskey Smith, 34 Whitney Avenue, Toronto. The said underwriter may have associated with it other Canadian dealers for the public distribution of the Bonds and Warrants in which event the said dealers may acquire Bonds and Warrants at a net price less than the then offering price to the public. (o) The Company proposes to carry out all work required by the statutes and regulations of the Pro vinces of Ontario and Quebec to keep the mining claims mentioned in paragraph (I) (i) (a) and (b) in good standing and proposes to cause AER Nickel to carry out the further underground and surface development of the property referred to in paragraph (I) (i) (e) and to construct underground and surface plants thereon, all as set forth in the accompanying letter from the Company's General Manager J. M. Kilpatrick dated the 1st day of May, 1957 to which reference is expressly made. Reference is also ex pressly made to the paragraphs in the said letter under the headings, "Purpose of Issue" "Estimated Mine Plant Capital Costs from February 28, 1957 to Production" and "Source and Application of Funds".

(p) The Company has been incorporated for more than one year.

(q) No indebtedness is to be created or assumed which is not shown in the consolidated pro forma balance sheet of the Company and AER Nickel as at the 28th day of February, 1957, a copy of which accompanies and by express reference is made a part of this prospectus, except the indebtedness set forth in paragraph (u) hereof to which reference is expressly made, save in the ordinary course of the Com pany's business. (r) (i) Particulars of the principal business in 'vSjch each director or officer has been engaged during the past three years are as follows: ALLEN ELIAS ROSEN, Prospector, has been engaged in prospecting for mineral deposits and exploring and developing the same. He is also President and Director of Ascot Metals Cor poration Limited and AER Nickel Corporation Limited; Vice-President and Director of Eastern Metals Corporation Limited and a Director of Eastern Smelting 8t Refining Com pany Limited. ANDREW ROBERTSON, Mining Engineer, has been engaged in managing various mining operations. Among these are included Golden Manitou Mines Limited and Barvue Mines Limited. He is President and Managing Director of Cobalt Consolidated Mining Corporation Limited, North American Rare Metals Limited, Smelter Power Corporation Limited and Silanco Mining and Refining Company Limited; Vice-President and Managing Director of Eastern Mining and Smelting Company Limited and Vice-President and Director of AER Nickel Corporation Limited as well as being a Director of other mining companies, 16 L- ,- ••f i

ROY HERHKRT THOMSON, Publisher and Radio Station Owner, has controlled am! dir- ; ccted the afTairs of The Thomson Company Limited and Northern Broadcasting Company Limited. He is also Vice-President of Frontcnac Broadcasting Company Limited, Kawartha Broadcasting Company Limited and St. Lawrence Advertising Limited.

LT, COL. SIR HOWARD STICVKNSON, K.C.V.O., M. C., (executive of K. McLaren and Company Ltd.; and King and Ritchie Ltd. (Building Contractors and Steel Scaffolders). Also associated with the following Companies: Cairnlon Trust and Finance Company Limited (investment company); The Investment and Property Trust Ltd. (Finance Company); Morgan Lyons and Co. Limited (insurance); Hunter Koberlson and Co. Limited (Textile Wholesalers); Coca-Cola Boltlers (Scotland) Limited: Trustee, Scottish Amicable Building Society. VAN HOOSK SMITH, Metallurgical l.ngineer, has been engaged as technical representative ol North American Cyanamid Limited, at Toronto, Ontario. Me is also a Director of AER Nickel Corporation Limited and Ascot Metals Corporation Limited.

J. DUMAKKSO SMITH has been a stockbroker, being a partner of S. J. Brooks (S; Co., Member* of the Toronto Stock Exchange, aid has also been engaged as a Mining Executive, being President and Director of Magnet Consolidated Mines Limited and Gold Eagle Gold Mines Limited, a Director of AER Nickel Corpora l ion Limited and Director and /or Officer of numerous other mining companies. ABRAHAM BKRNAKD SIIOKK, Attorney, is Treasurer of Bonded Oil System Incorporated of Boston, Mass, and has been engaged in the distribution of petroleum products of that corp oration since 1934. JOHN MATIIKSON Kn. PATRICK. Mining (engineer, is the General Manager of the Company and was the Genera! Manager of McLeod Cockshutt Gold Mines Limited, 1938-1953, and General Manager of Nickel Rim Mines Limited, December l, 1953-May L 1956, and has been General Manager of the Company since the last mentioned date.

JAMKS MURRAY ANUURSON has carried on his profession as a Corporation Secretary at Toronto, Ontario and is also Secretary-Treasurer of AER Nickel Corporation Limited and numerous other companies.

WII.UAM LANGU.I. Hoc. \I;TH, JR. has carried on his profession as a Secretary at Toronto, Ontario. He is also Assistant Secretary-Treasurer of A 1C R Nickel Corporation Limited and othc- companies. (ii) None of the Directors or Officers of the Company ever had any interest, direct or indirect, personally or as a partner in a firm in property acquired or to be acquired by the Company save the vendor Allen Elias Rosen who received the considerations as set out above in para graph (1) (ii) and save Andrew Robertson who has received 50,000 escrowed shares in the Com pany from Allen Elias Rosen.

- (iii) During the twelve months ended February 28, 1957 the Company paid to Directors as such : Directors' fees at the rate of 550 per meeting amounting in the aggregate to 5350. It is estimated that the aggregate remuneration to be paid during the twelve months ending February 28, 1958 will bc paid at the foregoing rate; the Company paid to its officers during the twelve months ending February 28, 195? the sum of 834,283.30 and estimates that the sum of 543,600 will bc payable to officers during the twelve months ending February 28, 1958. ! ; (s) The Company has not paid any dividends.

(t) Allen E. Rosen, "Arcadia", Mississauga Road, Port Credit, Ontario, by reason of his ownership of securities of the Company, may be in a position to elect or cause to be elected a majority of the Directors l of the Company.

(u) By offer dated March 20, 1957, accepted March 27, 1957 the Company has agreed with Mindamar Metals Corporation Limited to purchase its mill together with as- -iciatecl and ancillary equipment at and for the price of 8525,000, to be removed and paid for on or before December 31, 1957. The Company proposes to disp e i ' 'hose parts of the said mill and equipment which are not required for the Develop ment Progr;,.nmc aii to sell the remainder to AER Nickel for erection on its property. AER Nickel and 5 the Company have entered into contracts with the contractors set out below for the surface plant, under ground development and for the sinking of a production shaft on the said property as follows:

Amounts Paid under Contract to Estimated February 28, balance i; 1957 of contract (a) Agreement dated November 17, 1955. as amended, with (lill-Clark- Francis, Limited in respect of construction of surface plant and f buildings...... , ...... , . . 5352,003 S 50,000

(b) Agreement dated October l, 1956 with R. l-'. Fry ft Associates Limited for underground development, cost plus V©l profit (c) Agreement dated October 1, 1956 with R. F. Fry it Associates •8132,324 8200,000 Limited with respect to shaft sinking, cost plus 10'',' to shaft collar and thereafter at S121 per foot.

By agreement dated May I, 1957 between Allen Klias Rosen and the Company the said Allen Elias Rosen agreed to provide additional funds to the Company up to a maximum of 8500,000 if the same should bc required in order to complete the Development Programme. The agreement provides (hat such funds will be secured by promissory notes payable on May 15, 1962. 17 ,V, .l ; ''Since February 28, 1957 the Company has received as a gift from shareholders 15 fully paid and non- *m /assessable shares in the capital stock of AER Nickel Corporation Limited. There arc no other material facts known to the signatories hereof not disclosed in the foregoing. •Dated at Toronto, this 21st day of May, 1957. ;- 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 Section 38 of The Securities Act, 1954 (Saskatchewan) and Section 13, subsection (3) (f), of the Security Frauds Pre vention Act (New Urunswick) and Section 45 of The Securities Act, 1955 (Alberta) and under the Quebec Securities Act, and there is no further material information applicable other than in the financial state ments or reports where required or exigible. Directors

Promoter

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 by section 38 of The Securities Act (Ontario) and section 38 of The Securities Act, 1954 (Saskatchewan) and section 13, subsection (3) (f), of The Security Frauds Prevention Act (New Brunswick) and Section 45 ©s.© of The Securities Act, 1955 (Alberta) and under the Quebec Securities Act, and there is no further material information applicable other than in the financial statements or reports where required or exigible. In respect of matters which are not within our knowledge we have relied upon the accuracy and adequacy of the foregoing. Underwriter HARRISON 8c COMPANY LIMITED Per: l

6' s.;.-. l' fr.

18

i!BSvfclV--jS'..,v{--',-- ' y©-,-.©-© il^ll^^^; Arcadia Nickel Corporation Limited (NO PERSONAL Utllinvl 605- 137 WELLINOTON STREET WEST TORONTO. ONTARIO

TCLIPHONI ewridi 6 -5604

June 13, 1957. t- P1 -PROGRESS REPORT TO SHAREHOLDERS

The issue of SI ,500,000 6*36 First Mortgage Sinking Fund Bonds of the Company was over-sub- icribed. Each Jl ,000 Bond is accompanied by 400 warrants permitting the holder to purchase capital stock of the Company at S2.50 per share until twelve o'clock noon, March 31, 1962. The sale of the Bonds and the agreement by one of the Directors to provide, if necessary, up to another S500,000 for the development program has assured your Company of the funds required to enter production with an ultimate capacity of 1200 tons of ore daily.

Progress has been made in preparing the mine on the Worthington Offset in the Township of Den ison, in the Sudbury Mining District of Ontario for production which is scheduLJ to commence by the end of this year. The Company has completed the purchase of the mill and crushing plant of Mindamar Metals Corporation Limited which was in operation for a short time only. This plant upon being disman tled will be transported to and erected on the mine site in the Township of Denison. Rock excavation for the mill site has commenced and the crusher house site cleared and concrete footings for the ware house have been poured.

The sinking of the main production shaft to its objective of 1250 ft. is making good headway. The 350 ft. level station has been completed with the shaft at footage 450 on June 10th.

Original development and surface diamond drilling previously done established the presence of four known ore bodies, namely the Howland Pit, the Robinson Zone, the Rosen Zone and the Swamp Zone. Current development has been concentrated on the Robinson and Rosen Zones where work is confirming and -— in many instances — upgrading original estimates.

Stope preparation in the Robinson Zone and lateral development in the Rosen Zone have en countered hign-grade ore "sweeteners", a historical feature of Sudbury mines. Lateral work in the stope of the Robinson Zone on the 350 ft. level of the No. l shaft has established a rich concentration of gersdorffite and niccolite, — two high grade nickel minerals. Initial assays of gersdorffite ore sam ples ran 4.61*36 nickel, .62 oz. platinum and 2.60 oz. palladium. The niccolite ore ran 41*36 nickel and 1.65 oz. palladium. Chalcopyrite, rich in copper was also found and assayed 0.24 oz. platinum and zero palladium. This material was located while silling the stope although the concentration of niccolite and gersdorffite had not been indicated in the drilling. Slashing of walls is continuing to open the ore in this area ,iere the high grade stringers run up to 6 inches in width.

Approximately 140 ft. of length has been drifted out in the Rosen Zone on the 350 ft. level. Recent sampling of faces, not yet completed, has given "sweeteners" above mine grade of 1 .28*36 nickel and Q.89% copper over 7.6 ft; 1*36 nickel and 0.27*36 copper over 7.5 ft; 3*36 nickel and 0.57*36 copper over 9 ft. and 1.49*36 nickel and l .76*36 copper over 7.5 ft. Wall channels have also given samples above mine grade such as: 4.80*36 nickel and D.70% copper over 7.5 ft; 4.57*?6 nickel and Q.32% cop per over 7.5 ft; l .23*36 nickel and 3.84*36 copper over 7.1 ft, and l .49*36 nickel and Q.27% copper across 6.6 ft.

Work is advancing in preparing all levels of the No. l shaft for production with an ore pass system being installed from level to level and stapes are being prepared during the sinking of the main production shaft. Completion of the latter will give complete access to both the Rosen and Robinson Zones.

Metallurgical tests on representative mine samples continue. The results of this work to date have indicated and 85*56 nickel and 90*36 copper recovery in the concentrates containing 12*)6 nickel and 28*36 copper.

Respectfully,

J. M. KILPATRICK General Manager. fe* ASSOCIATED ARCADIA NICKEL CORPORATION LIMITED (NO PERSONAL UA*IUTV) 605- 137 WELLINGTON STACET WEST TORONTO. ONTARIO

TtLCPHONf

PROGRESS REPORT

November 5/ 1959.

The directors of Associated Arcadia Nickel Corporation Limited ore pleased to report that with the increasing demand for nickel and copper the Company is in a very advantageous position with its pro perty situate on the Worthington Offset odjoining the Worthington property of International Nickel here Sudbury, Ontario. Associated Arcadia has proven reserves of nickel, copper, platinum and paladium and has been developed to the stage where it can be brought into production very quickly. Your directors are presently negotiating for a contract which, upon completion will lead to this property producing in the near future l ,000 tons of ore per day. The Company has been contacted by both foreign and local prospective purchasers and the directors are optimistic that satisfactory arrangements will be completed soon with a pruchaser in Canada for the treatment and sale of concentrates.

Good quality ore has been previously mined on nearby properties along the Worthington Offset and it is interesting to note that International Nickel is re-opening its Crean Hill Mine which is located some 4 miles from the Arcadia property where the Worthington Offset joins the Sudbury Basin.

This Company's property at Worthington has been kept dewatered and almost all the machinery and equipment required for the surface plant is in place or on the property and the necessary buildings are substantially completed. The Robinson ore body on the property has a shaft to a depth of l ,000 feet with 6 levels opened up. The ore pass system has been completed and 3 of the 6 levels ore ready for mining. The Rosen ore body on the Company's property is situate about 1,600 feet along the Offset from the Robinson ore body and is serviced by a newly completed t ,000 foot shaft costing 5380.000 with 6 levels opened up at the same horizons as the Robinson shaft. The two shafts are connected at the 350,650 and 950 foot levels. On an adjoining property along the Offset ore has been profitably mined to a depth of l ,700 feet thus indicating the possibility of our ore bodies continuing below the 1,000 foot level. There has been about 55,000, 000 spent to date in exploration and development of the two ore bodies and construction of the surface plant and a relatively small amount of funds will be required to bring the property into production on a l ,000 ton a day basis.

Current plans of the Company call for the exploration of its Toburn gold property in the Kirkland Lake area. This property, consisting of 343 acres, was the initial producer in the Kirkland Lake camp and prior to 1953, when it was acquired by Arcadia, produced about 513,000,000 worth of gold and dividends of about S 3,000,000 were paid by the previous owners of its property to its shareholders. A consulting geologist has recommended further exploration on this property and has advised that there ts an excellent chance of finding new ore in certain portions of the property and there are reported high grade surface showings south of the mine workings which warrant further investigation.

Yours faithfully,

ALLEN E. ROSEN President, ASSOCIATED ARCADIA NICKEL CORPORATION LIMITED ' (NO HMONAt LIAIIUTvt 605- 137 WELLINGTON STREET WEST TORONTO. ONTARIO

our CM?**! 6-56i4

"•***"ll' ijsl;1,.; To the Shoreholders: i,.|!1 A REPORT ON PROGRESS ACHIEVED :.': Some yeors ago, due to adverse conditions in the copper-nickel industry, your company was forced to suspend operations after proving up two sizeable ore bodies and bringing a mining ond mill ing plant very close to production. Since then your Directors hove mode constant efforts to work out satisfactory solutions to your company's problems ond it now appears that their faith and persistence is about to bear fruit. In 1961, as a result of several favourable circumstances, the values ond demands of copper, nickel ond platinum - which ore found in the Associated Arcadia ores - improved considerably. In addition, progress began to be made in our negotiations for o market for concentrates to be produced from the company's proposed mining ond milling operations. l feel that the shareholders should be the first to learn that talks which hove been going on over a period of several months ore rapidly moving towards what is hoped .'o be a very satisfactory conclus ion, l hove been advised by telegram from Lurio International of New York that they hove received on offer on your company's behalf for the purchase of the company's concentrates by the Sumitomo group of Japan. Proposals are being discussed now, whereby, funds will be available to bring the property into production. Your directors consiJei the miiuviun of irm financing arrangement to bf very important since it means that production could be attained without diluting the shareholders' in terest in the future earnings of the company. Minor clarifications ore still to be negotiated but, subject to adjustments, which we ore con fident can be worked out to the satisfaction of oil parties, we anticipate that shipments to Japan will commence in July of this year. Japan, like the rest of the world, is experiencing greater demands for nickel as its post-war industrial expansion continues. MINING AND MILLING PLANT To bring this property into production by mid-summer would present no problem since o great deal of work has been done ond money has already been expended in this direction. To give some idea of the excellent physical state of the undertaking, the following summary is included In this re port. LOCATION: The property is situated ol Worthington in Denison township, 28 miles west of Sudbury! It straddles o quortz-diorite dyke which runs about five miles southwest from the "nickel basin". This dyke is referred to as the "Worthington Offset". Scattered at intervals along this offset ore ore occurrences. Production in the Sudbury nickel belt is associated either with the "basin" or with an "offset of the basin". The ore concentrations along this northeast-southwest Worthington offset apparently occur in on east-west striking echelon fault pattern which repeats at 1500 foot intervals. On your property thore ore four, although the one ot the east os well os that ot the west ore on the common boundry with International Nickel controlled ground. MINES: The two ore bodies wholly within the company's boundry ore serviced by two shafts, each with six levels ond both reaching to o depth of 1,000 feet. The two shafts are connected un derground ot the 300, 650 and 900 foot levels. Three stops ore silled and ready for mining ond two others ore well under way. The ore posses ore complete in one shaft ond 40%so in the other. The mine could supply the concentrator with 500 tons per day immediately ond with l ,000 to l ,200 tons before the concentrator is ready to handle these amounts. THE MILL; The mill on the property has been designed for o rote of 1000 tons per day. It will be oble to produce a copper-nickel-plotinum bulk concentrate or separate copper and nickel concen trates if required. The buildings ond foundations ore completed and ready for the continued install ation of the milling equipment which is in storage on the property. The crushing plant foundations ond buildings ore completed, the secondary crushers installed and o start mode on the installation of convey ors, etc. It is estimated that the mill could be brought into production in three ond one-half to four months from resumption of operations. Despite, or perhaps because of, the interval since the property was under active development, the p;:!:!rr. ;f .V;c:!c;;cJ A.coJi- S'lvl-e! U *.vm!Jeiub!y improved since operations were suspended. Geological ond metallurgical studies of the property and its ore bodies as well os development work on the neighbouring properties, have indicated o better outlook for your company. In the first place our geologist advises us that on up-groding of the indicated ore reserves con be mode by eliminating the lower grade sections. There is every indication, we ore advised, that the resultant reduction in quantity con be more than compensated for by the development of additional ore in the unworked sections of the property ond in the lower levels of the present workings. Our geological engineer also reports that conditions ore favourable to the extension of our reserves ot depth both from evidence already available on the property and from the operations on the adjoining Worthington mine of Inter national Nickel which has been mined to o depth of 1800 feet. In assessing the improved position of your company the importance of elimination of the discount on the United States dollar and the increases in the price of copper, nickel ond platium during 1961 must not be overlooked. The change from a discount of five percent to o premium of four percent, in itself means on increase of nine percent in gross incomes for Canadian nickel producers with little or no increase in costs. This is in addition to the benefits accruing from the increases in the prices of metals - in terms of the U.S. dollar - in recent months. Before closing this report, l would like to thank the shareholders - ond especially the subscribers to the original bond issue whose funds mode possible the present advance state of the plant and pro perty - for their patience, support and encouragement during the trying times we encountered over the post two or three years, l om convinced in my own mind now that events ore working towards a satis factory conclusion for oil concerned. We expect to conclude a sales ond financing agreement which will enable us to commence operations soon ond to start production by June of this year ot on initial rote of 500 tons per day, gradually increasing to 1,200 tons as the mine continues to prepare oddition- :; ol ore. Within thirty to sixty days, l hope to be able to follow up this progress report with another one . informing you that our plans for achieving regular and profitable production for your mine ore being ' put into operation. ;. Respectfully submitted, on behalf of the board.

Ik© A LLEN E. ROSEN, President !'A V January 17, 1962. Associated Arcadia Nickel Corporation Limited. ASSOCIATED ARCADIA NICKEL CORPORATION LIMITED (NO P fDSONAL IIAHLITY)

6O5- 137 WCLLINOTON STftCCT WEST TORONTO. ONTARIO

To the Shareholders:

A REPORT ON PROGRESS ACHIEVED

Important progress is being made in your company's efforts to bring its Aer Nickel Mine, located in the nickel-copper-precious metal Sudbury area, of Ontario, into production.

First and foremost in importance is the inauguration of a deep diamond drilling program to confirm the depth persistence of the main ore-bearing structure. As the adjoining Worthington Mine now owned by International Nickel has been mined to a depth of 1800 feet, it has been assumed as likely that our ore would also persist.

This drilling, employing two Wallace Hydraulic Diamond Drills, will test down to a depth of 2,000 feet as contrasted with the present limit of development at 950 feet deep. This type of machine Is lighter in weight and is capable of improving core recovery and costs.

To carry out this work your company has already arranged financing to the extent of S 120,000.00 , a large portion of which was immediately budgeted for the deep drilling.

To date, two holes have been completed to depths of 1200 and 1125 feet. These have confirmed the persistence of the mineralized zones below our previous 950 foot level and both holes have given ore intersections. Both drills are working on new holes to provide additional information.

At this moment the feasibility of installing an electrolytic furnace to produce a nickel* copper-precious metal matte is under investigation. Negotiations have been resumed with Japanese interests for them to take either the matte or concentrates.

Shareholders will remember that within the presently developed area two ore bodies have been proven containing 9,000,000 pounds of nickel and 11,500,000 pounds of copper and approximately S 2,000,000.00 of precious metals. These ore bodies are serviced by two shafts connected on the 300, 650 and 950 foot levels; ore passes and stopes are sufficiently completed to start supplying a concentrator with 700 tons of ore per day immediately. The 1200 ton per day concentrator could be readied for production in 3 - 5 months as most of the equipment and buildings are on the property.

With the improvement of steel and nickel demands, and enlarging the indicated tonnage by the downward extension of the ore bodies we ore expecting a contract in the near future.

Respectfully submitted on behalf of the board

Allen E. Rosen August 31, 1962. President Fotrbonk Twp. (M.-798)

DENISON

DISTRICT OF SUDBURY

SUDBURY MINING DIVISION

SCALE: l INCH 40 CHAINS

nnico Tu/n