Prospectus Foxdale Mines
Total Page:16
File Type:pdf, Size:1020Kb
31Me4SW8848 63.2933 STRATHCONA 010 FOXDALE MINES LI Suite 313, 67 Yonge Street, Toronto, Onta COMMON SHARES (No Par Value) M. GREENE ft ASSOCIATES LIMITED Underwriter-Optionee NEW OFFERING: This offering is a new issue of 415,000 shares consisting of 300,000 underwritten shares and 115,000 under option as follows: Maximum Price Firmly Under Price Per Net Proceeds to Public Underwritten Option Share jo Company* Per Share 300,000 ~ l O cents S30,000.00 20 cents 100,000 15 cents 515,000.00 30 cents 15,000 30 cents S 4,500.00 60 cents 300,000 115,000 S49,500.00 * There is no obligation upon the Underwriter-Optionee and there is no assurance that any of the optioned shares will be purchased. The purpose of this offering is to provide the Company with sufficient funds to defray its ordinary operating expenses and the costs of carrying out the exploration and development programs recommended by its consulting engineers. See within under the headings "History and. Business" and "Use of Proceeds". SECONDARY OFFERING: There is also a secondary offering of 134,400 shares owned by M. Greene A Associates Limited, who is also the Vendor and Promoter, which will not take place until the Underwriter-Optionee has taken down and paid for the entire new issue of 415,000 shares. The proceeds from the sale thereof will accrue to the selling shareholder aforementioned and not the treasury of the Company. The Underwriter-Optionee will either sell the shares purchased by it to the public itself as principal, or through registered brokers or broker-dealers who will be acting as agents and be paid a commission not to exceed 25 per cent plus a contribution towards selling costs of 15 per cent, or at the usual brokerage rates established by The Toronto Stock Exchange for mining shares, or will sell such shares to registered brokers or broker-dealers at a mark-up not exceeding one cent (10) per share, which brokers or broker-dealers will then offer the said shares to the public as principals. The holder of the 134,400 issued and outstanding shares of the Company will sell same through itself or registered brokers or broker-dealers who will offer them to the public as principals. There is no market for the shares of the Company. THESE SECURITIES ARE SPECULATIVE Registrar and Transfer Agent CANADA PERMANENT TRUST COMPANY 1901 Yonge Street, Toronto, Ontario No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. This Prospectus is dated the 8th day of February, 1972 31Ma4SW0048 63.2933 STRATHCONA 0 10C TABLF OF CONTENTS Page Head Office I History and Business l Strathcona Township Claims l Preliminary Expenses 2 Use of Proceeds 3 Offering 3 Secondary Offering .4 Description of Share Capital 4 Capitalization 4 Escrowed Shares 4 Principal Holder of Shares 5 Dividends 5 Purchaser©s Statutory Right of Withdrawal and Rescission 5 Management 6 Remuneration of Directors and Senior Officers 7 Promoter 7 Interest of Management and Others in Material Transactions 7 Auditors 7 Material Contracts 7 Financial Statements . ,. 8 H KA D OFFICE The Head Office of FOXDALE MINES LIMITED (hereinafter referred to as the "Company") is Suite 313. 67 Yonge Street, Toronto, Ontario. HISTORY AND BUSINESS The Company was incorporated under The Business Corporations Act 1970 by Articles of Incorporation dated December 15, 1971 to engage in the acquisition, exploration, development and operation of mines, mineral lands and deposits and petroleum arid natural gas wells. The Company commenced business on the 15th day of December, 1971 on which date it entered into an agreement with M. Greene A Associates Limited, 660 Eglinton Avenue East, Toronto 17, Ontario, as Vendor, under which it acquired its Strathcona Township Claims described below, for 750,000 fully paid and non-assessable shares of its share capital. These claims cost the Vendor the sum of S4,000.00. These shares were issued to the Vendor who is the Promoter of the Company and also is the Underwriter-Optionee as referred to under the headings "Promoter" and "Offering" respectively. M. Greene A Associates Limited is the only person or company who has received or is entitled to receive a greater than S Vo interest in the above consideration. Milton Klyman, 21 Wembley Road, Toronto, Ontario, and Morris Greene, 3 Foxdale Crescent, Willowdale, Ontario, are the only persons who have a greater than 5 ^c interest in M. Greene A Associates Limited. Strathcona Township Claims: The Strathcona Township Claims were purchased by the Company for 750,000 shares of its capital stock and these claims are more particularly described as follows. The property comprises twenty contiguous unpatented mining claims in Strathcona Township in the Larder Lake Mining Division, of the Province of Ontario. The claims are numbered 291316 to 291335 inclusive, and are registered in the name of a trustee for the Company and are in good standing until May, 1972. The claims group is in the north central part of Strathcona Township, District of Nipissing. It straddles Highway 11 roughly two miles south of the Town of Timagami. The Ferguson Highway crosses the eastern portion of the group. The northern part of the claim group is accessible by means of Jessie l^ake which touches Highway 11. The following is a summary of the report of T. Heale, P.Eng., which full report dated February 8th, 1972 is on file in the public files of the Ontario Securities Commission. The area around the northeast arm of Lake Timagami has attracted the interest of pros pectors for many years. In the early nineteen hundreds gold and silver were actively searched for but with the finding of sulphide mineralization the search turned to copper and nickel. Numerous occurrences of sulphides are found in Strathcona Township, from Caribou Lake in the north to Herridge Lake in the south, a distance of 5 miles. Disseminated mineralization has also been outlined along the south shore of the northeast arm of Lake Timagami. These sulphide occurrences are found mainly in acid and intermediate volcanics of Keewatin age which have been intruded by a granitic complex from the south west, the Iceland Lake Intrusive. The property consists of a group of 20 unpatented contiguous claims in the north central part of Strathcona Township astride the contact of the granite complex and the volcanics. No reports of previous exploration work on these claims are available to the writer but some work is indicated by test pits on the ground. Preliminary Geological .Map P.596 indicates pyrite and chalcopyrite just to the south of Jessie Lake. As the mineralization occurs as disseminated l sulphides it is amenable to delineation using induced potential geophysical methods. It is proposed to cover the claims with nonh-south picket lines at intervals of 400 feet and conduct an I.P. survey outwards from the known sulphide showing. The next phase of the program would include diamond drilling of I.P. anomalies and geological mapping. The following is the estimated cost of the program: Line cutting at 400 foot spacing Estimated 22 miles (a 595/mile S 2,090.00 I.P. Survey 10 miles (fi 5400/mile S 4,000.00 Supervision S 1,500,00 Transportation and field expense .5 800.00 Contingency 5 1,000.00 TOTAL PHASE l S 9,390.00 Geological mapping and sampling S 2,000.00 Diamond drilling 3000 feet at 57.50/foot 522,500.00 Supervision 5 1,000.00 Travelling and field expense S 750.00 Contingency S 2,500.00 TOTAL PHASE 2 528,750.00 TOTAL COS! PHASE l A 2 538,140.00 The Company intends to carry out Phase l at the present time and following conclusion of Phase l (if warranted and if financing of the Company permits), the Company intends on the recommendation of its consulting engineer, to proceed with Phase 2. The Company is not aware of any previous surface work done on the mining claims and reference is made to the summary as to the only known evidence of mineralization on the mining claims, and therefore, the foregoing program represents an exploratory search for ore. To the knowledge of the Company, there is no surface nor underground plant or equipment on the mining claims. The Company has done no work on the mining claims to the date hereof. The claims were recorded in May, 1971, and to keep the claims in good standing, during the first year after recording 20 days work must be performed and recorded, 40 days work performed and recorded yearly for the next three years and 60 days work performed and recorded in the fifth year. Thereafter, and after surveying, claims are required to be brought to a twenty-one (21) year lease in the ensuing year with annual rentals of S 1.00 per acre during the first year and 25 cents per acre annually thereafter. If a lease is for mining rights only, the second and sub sequent years© rental are at the rate of 10 cents per acre. Such lease is renewable for succeeding twenty-one (23) year terms. PRELIMINARY EXPENSES Incorporation and organization expenses, including the cost of this issue, are estimated to be 56,000, of which 55,085 have been paid to date by the Promoter who has also paid the sum of 5855.00 as exploration and development expenses consisting of 5750.00 for an engineer©s report and 5105.00 for transfer fees, which sums in the total of 55,940 have been satisfied by the issuance of 59,400 shares of the Company at the rate of 10 cents per share.