w*-- •-•.'.••••i •l?.,-,:,-... -. - 1 •**.v. ,.w 1 -^*:;,:,: - - 1 7"^. U ^tlSI cu © *- -gfli** -*.:--! -- yj tuiesweesa ALBANELSS NICHOLAS 010 i?V S1 f u NOT TO J ITHE OF, ; ,;-: :.. GEOLOGIST, ONT. DuPT BAULT STTI i CAESAR MINERALS LIMITED Head Office Suite 4O2 - 1OO Adelaide St. W. - Toronto 1, Ontario NOT TO BE nsr/.r.©.vo- FP.OM OF rrHE OFFICF. o." r::*.; ^3 Caesar MineralsJLtoiied,T. D~PT. or FOR FILING AND AS FILED WITH THE PURSUANT TO THE SECURITIES ACT (ONTARIO) 1. CAESAR MINERALS LIMITED (hereinafter called "the Company") was incorporated under the Laws of the Province of Ontario by Letters Patent dated the 3rd day of May, 19.^6. The Head Office is located at Suite 402, 100 Adelaide Street West, Toronto, Ontario. 2. The names, occupations and addresses of the Officers and Directors and Promoter of the Company are as follows: (a) OFFICERS AND NAMES IN FULL ADDRESSES DIRECTORS: AND OCCUPATIONS: IN FULL: President and a Director ............ HAROLD D©ARCY BAKER, 49 Glen Elm AvcniK. Retired. Toronto, Ontario. Vice-President and a Director ROBF.RT MARTIN, 756 Crawford Street, Oil Company Executive. Toronto, Ontario. Secretary-Treasurer and a Director JOHN THOMAS TOKARSKY, 452 Lansdowne Avenue, Accountant. Toronto, Ontario. Director . .......................... EMANUF.I. CONSTAM, 236 The Donway East, Real Estate Appraiser. Don Mills, P.O., Ont. Director .......... .......................... BRUCE AMI F. RT BLACKBURN, 23 Latham Avenue, Supervisor. Toronto, Ontario. (b) PROMOTER: Balsam Investments Limited (hereinafter referred to as "Balsam"), Suite 402, 100 Adelaide Street West, Toronto, Ontario, may bc considered the present Promoter of the Company as it recently acquired 280,000 free shares and 720,000 poo led shares of the Company. 3. FISHER, SANDERS, STERN and NISKER, Chartered Accountants, Room 403, 67 Rich mond Street West, Toronto, Ontario, are the Audi tors of the Company. 4. CHARTERED TRUST COMPANY, 6 4 Wellington Street West, Toronto, Ontario, is the Transfer Agent and Registrar of the Company. 5. The authorized capital of the Company consists of 4,000,000 shares of the par value of SI .00 t©ach, all of one class, namely, common, of which 1,000,005 shares, fully paid and non-assessable, have been allotted and issued to date. 6. The Company has issued no bonds or d cbcntures, nor does it presently propose to issue any. 7. Of a total of 800,000 shares of the Company issued for properties as referred to in Para graph 10 hereof (hereinafter referred to as "vendor shares") certificates representing 720,000 of such shares are presently held in escrow with the Chartered Trust Company, 64 Wellington Street West, Toronto, Ontario, subject to pro rated release amongst the persons entitled thereto only upon the prior written consent of the Ontario Securities Commission. Any dealings with vendor snares within the escrow require the written consent of the Ontario Securities Commission. The 80,000 vendor shares free from escrow, the 200,000 shares prcvious©y purchased for cash (paragraph 8 hereof) and now owned by Balsam and such of the presently escrowed vendor shares as may duly from time to time bc released from escrow, may be offered and sold at the current offering price for shares of the Company, but the proceeds of such shares will not go into the treasury of the Company. 8. As of the date of this Prospectus, the following shares of the Company have been sold for cash: No. OF SHARES PRICE PER SHARE TOTAL COMMISSION PAID OR PAYABLE 5 S 3. 00 (Incorporators) 5.00 Nil 100,000 .10 S 10,000.00 Nil 100,000 .10 10,000.00 S 100.00 200,005 520,005.00 S100.00 9. No securities of the Company, other th an above mentioned, have been sold or issued as of the date of this Prospectus. 10. (a) By Agreement dated the 25th May, 1956 and made between Roy Hamilton (Pros pector), John Aubrey Hamilton (Prospector), both of Hlind River, Ontario, John Aaron Wccse (Manu facturer and Distributor) and Francis McCaul Hawley (Executive), both of the City of Belleville, in the Province of Ontario, as vendors, and the Company as Purchaser, the Company acquired from the vendors 16 unpatcnted mining claims situate in Township 163 and l69^Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario, and being numbered SSM 50312 to SSM 50327 inclusive, for and in consideration of the allotment and issue of 80 0.000 shares of the capital stock of the Company (being vendor shares referred to in Paragraph 7 hereof), of which lO^r were free shares and the balance were subject to the terms of escrow set forth in Paragraph 7 hereof. As far as the signatories hereto arc aware, no person other than the vendors received or were entitled to receive a greater than 5?f interest in the above mentioned vendor shares. Subsequently, the said claims were permitted to lapse because of the failure to do the required assessment work. The Company caused 9 of the said mining claims © SSM 50314 50317 50324 50315 50322 50326 50316 50323 50327 to be re-staked as claims Nos. SSM 59023 to SSM 59031 inclusive. Balsam acquired by purchase all the vendor shares (Paragraph 9) and also the 200,000 shares purchased for cash (Paragraph 8). 10. (b) The said 9 claims referred to in Paragraph (a) arc in Township 163 and 169 Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario. For further particulars as to the location, asscssability and geology of, and the show ing of the claims and the Engineer©s conclusions and recommendations for future work on the claims, reference is made to the report of J. C. Honsberger, B.Sc., P.Eng., dated the 16th December, 1959. which report accompanies and forms part of this Prospectus. There is no surface or underground plan t or equipment on these claims and no work has been done on same by the Company. 10. (c) By Agreement dated 10th September, 1956, the Company acquired all the rights of Francis McCaul Hawley in an option to purchase the mineral rights in Lots 4 and 5, Concession IV, in the Township of Raglan, in the Province of Ontario. The consideration paid by the Company to Hawley was S3,500.00 including the payments ma de by Hawley under the said option. The Company did not exercise the said option and same automatically lapsed. 10. (d) By Agreement dated !0th Scptc mbcr, 1956, the Company acquired all the rights of Francis McCaul Hawley in an option to purchase the mineral rights in Lots 6 and 7, Concession IV in the said Township of Raglan. The consideration paid by the Company to Hawley was S3,500.00 in cluding the payments made by Hawley under the said option. The Company did not exercise the said option and same automatically lapsed. 10. (e) By Agreement dated the 30th d ay of December, 1959, made between Balsam and the Company, the Company acquired from Balsam 20 unpatented mining claims in the County of Abitibi, in the Province of Quebec, described as follows: MINER©S CERTIFICATE CLAIMS LOCATION 171595 1 to 5 Inclusive Boyvinet Township 171596 1 to 5 Inclusive Boyvinet Township 171597 1 to 5 Inclusive Boyvinet Township 17159? 1 to 5 Inclusive Boyvinet Township The consideration paid by the Company to Balsam was S600.00, being the actual cost to Balsam for staking and recording the said claims. The claims were slaked in November, 1959 and no work has been done on same to date, and there is no surface or underground plant or equipment on same. No person has received or is entitled to receive from the vendors more than a 5# interest in the said S600.00. The only person holding more than a 5 ©/c interest in Balsam is Harold D©Arcy Baker, 49 Glen Elm Avenue, Toronto, Ontario. 10. (f) The claims referred to in Paragraph 10 (e) hereof are located in the central part of the North East quarter of Boyvinct Township, in what is known as the Bachelor Luke Area, about 110 air miles north east of the f .plane base at Scnnctcrrc, Quebec, on the main line of the Canadian National Railway. For further particulars of the location and accessability of the claims, the geology of the area and the conclusions and recommendations of the Company©s Engineer, reference is made to the report of J. C. Honsbcrger, B.Sc., P.Eng., dated the 21st day of December, 1959, which accompanies and forms part of this Prospectus. 11. As far as the signatories hereto .ire aware, no shares and ©or cash consideration have been issued or given, or arc to be issued or given to any Promoter, other than the vendor shares referred to in Paragraph 7 hereof. 12. By an Agreement dated the 30th day of December, 1959 and made between the Com pany and East Trinity Mining Corporation (hereinafter referred ©o as "East Trinity"), Suite 1024, 85 Richmond Street West, Toronto, Ontario, East Trinity, actine on its own behalf, agreed to firmly pur chase 100,000 shares of the Company al the price of 10t© |vr share, payable forthwith upon the date the said shares were qualified in the Province of Ontario for sale to the public {hereinafter referred to as "the effective dale"). In consideration of the firm purchase of the said 100,000 shares, the Com pany granted to East Trinity an irrevocable option to purchase all or any part of an additional 900,000 shares as follows: all or any p;irt of 200,000 shares at 15tf pcr share; all or any part of 200,000 shares at M Vit per share; all or any part of 200,000 shares at 20^ per share; all or any part of 200,0(K) shares at 25(f pcr share; all or any part of 100,000 shares at 30^ per share; to bc taken down and paid for at the rate of a minimum of 300,000 shares every three months, the first payment to fall clue three months from the effective date with the proviso that any part of the option not exercised two years from the date of the said Agreement shall automatically terminate.