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PAINCHEK LTD Capital/Financing Update 2014

Jul 17, 2014

65534_rns_2014-07-17_8e37eca8-5423-400a-b1f9-265ae462c335.pdf

Capital/Financing Update

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18 July 2014

DIRECTORS

David Deloub

Executive Chairman

Ian Prentice

Non-Executive Director

Jason Eveleigh

Non-Executive Director

Suzie Foreman Company Secretary

SHARE INFORMATION

ASX Code: MEH

Issued Capital: 28.5M Fully Paid Shares 7.0M Unlisted Options 2.0M Performance Rights

CONTACT INFORMATION

Registered Office: Level 2, 79 Hay St Subiaco, WA 6008 T: +61 89200 4436 F: +61 89200 4437 www.merahresources.com.au

MERAH RESOURCES TO AQUIRE COPPER PROJECT IN THE YUKON, CANADA

Highlights:

  • Merah to acquire the farm in rights to a copper project located in the Yukon territory of Canada.

  • Fyre Lake project in the Yukon, Canada, hosts the Kona VMS deposit, containing a total Mineral Resource of 8.93 Mt @ 1.52% Cu, 0.09% Co and 0.56g/t Au, classified as Indicated and Inferred in accordance with guidelines of the 2012 JORC Code;

  • Previous drilling at the Kona deposit includes:

  • 31.3m @ 2.29% Cu, 0.07% Co, 0.53g/t Au

  • 10m @ 2.98% Cu, 0.1% Co, 0.95g/t Au

  • 7m @ 6.07% Cu, 0.05% Co, 0.68g/t Au

Full details of drilling results are contained in Appendix I to this Announcement.

  • Fyre Lake occurs in the productive Finlayson Lake region which also hosts the undeveloped Kudz ze Kayah deposit and the highgrade Wolverine mine;

  • In addition, Oresearch is in discussions with a third party to acquire a copper asset located in Australia.

  • Additional detail will be provided pending progress on agreement of terms and conditions attaching to this potential transaction.

  • These transactions form part of Merah’s transition to a new Board and Management Team with a greater emphasis on copper project acquisition and development.

  • Jeremy Read of Oresearch to join Merah’s Board as Managing Director, and Adam Davey as a Non-Executive Director.

  • Merah to undertake a capital raising via a placement to an existing sophisticated investor, and an offer of a pro rata entitlement issue to existing shareholders on a 2 for 3 basis at $0.03 to raise a total of up to $800k.

  • The entitlement issue to be underwritten by Patersons Securities Limited. Settlement of the underwriting will occur following the Shareholder Meeting date and will be subject to the approval by shareholders of the resolutions put to the meeting.

Merah Resources Limited ACN: 146 035 127

Merah Resources Limited ( Merah or The Company ) (ASX: MEH) is pleased to announce that it has entered into a binding term sheet ( Agreement ) with Oresearch Limited ( Oresearch ), an unlisted Australian domiciled company, and its shareholders, to acquire the legal and beneficial ownership of 100% of the issued capital of Oresearch.

By acquiring Oresearch, Merah will acquire the intellectual property rights of Oresearch, being a pipeline of assets under review. Oresearch is in discussions with a third party to acquire a copper asset located in Australia. These negotiations remain incomplete. If negotiations prove successful, the Company will acquire an interest in the copper asset located in Australia, via its interest in Oresearch.

Via a transaction facilitated by Oresearch, Merah has also entered into a farm-in joint venture agreement with Pacific Ridge Exploration Ltd (a company incorporated in Canada ( Pacific Ridge ) pursuant to which the Company has acquired the right to earn up to an 80% interest in the Fyre Lake Property, located in the Yukon in Canada, as described in further detail below ( Fyre Lake Agreement ). The consideration payable to Pacific Ridge for the acquisition of an interest in the Fyre Lake Project is detailed below.

The total consideration payable to the shareholders of Oresearch ( Oresearch Shareholders ) for the acquisition of 100% of the issued capital in Oresearch is up to $600,000 of Merah fully paid ordinary shares ( Merah Shares ), split into 3 equal tranches, based around the delivery of set milestones. The first tranche is payable upon settlement of the acquisition; the second tranche split on completion of capital raisings; and the third tranche upon a twelve month project exploration milestone. The acquisition of Oresearch is subject to a number of conditions precedent and further details of the terms of the Agreement are set out in Annexure A.

The Company will seek confirmation from ASX as to the application of Chapter 11 of the ASX Listing Rules. ASX may require the Company to seek shareholder approval for the proposed transactions under ASX Listing Rule 11.1.2 and may also require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. The Company will make a further announcement once the ASX has advised of its decision.

FYRE LAKE PROPERTY

Project Geology

The Fyre Lake Property is comprised of over 150 mineral exploration licences located in the Finlayson Lake District, south east Yukon Territory, Canada ( Fyre Lake Property or Property ). The Property contains the Kona Mineral Resource, which is classified as a Volcanogenic Hosted Massive Sulphide ( VMS ) deposit and over nine kilometres of favourable host rocks with geochemical and geophysical targets indicative of VMS mineralization.

The Finlayson Lake District also hosts the Kudz ze Kayah and Wolverine VMS deposits. The Wolverine deposit, owned by Yukon Zinc, occurs 25km to the north east of the Fyre Lake Property and reached full commercial production of approximately 650,000 tonnes per annum in the first quarter of 2013. Wolverine was discovered in 1995, slightly preceding the commencement of the drilling to define the Kona deposit on the Fyre Lake Property.

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Exploration History

During 1996 and 1997 the current project owner, Pacific Ridge, focused its attention on delineating one target, the Kona deposit, through completion of 23,200m of drilling in 115 holes. The Kona deposit consists of two parallel northwest trending zones of Cu‐CoAu VMS mineralization found in horizons with mineralized thicknesses varying from 8m to 40m over a length of 1,500m and a width of 250m.

The drilling delineated a total Mineral Resource at the Kona deposit of 8.93 Mt @ 1.52% Cu, 0.09% Co and 0.56 g/t Au, utilizing a 1.0% Cu cut-off, which has been classified under the JORC code (2012) as set out in the table below. Metallurgical studies indicate metal recoveries of 90% for copper and 70% for gold and cobalt.

Resource Class Tonnes Cu Co Au
(Mt) (%) (%) (g/t)
Indicated 3.57 1.57 0.1 0.61
Inferred 5.36 1.48 0.08 0.53
Total 8.93 1.52 0.09 0.56

The Kona Mineral Resource is reported in accordance with the guidelines of the 2012 edition of the Australasian Code for reporting of Exploration Results, Minerals Resources and Ore Reserves (the JORC Code).

The mineralisation at the Kona deposit remains open down plunge and down dip to the east and west with indications that the grade increases with depth.

No drilling has been conducted on the Fyre Lake Property since 1997, despite the Kona Mineral Resource being open and exploration targets remaining untested.

Exploration Plan

Merah aims to increase the size of the Kona Mineral Resource via infill and extensional drilling with a high probability of materially increasing the JORC compliant resource. Significant exploration potential remains, over and above determining the ultimate size of the Kona massive sulphide deposit. A 4km long exploration target located northeast of Kona and a three kilometre-long exploration target lying west of Kona (both based on magnetic anomalies) are larger and more intense as compared to the magnetic feature associated with the Kona mineralization. These anomalies are priority drill targets for discovery of additional VMS deposits.

Commercial Terms of the Fyre Lake Joint Venture

The key terms of the Fyre Lake Agreement are set out below.

First Option

To acquire an initial 51% right, title and interest in the Fyre Lake Property, Merah will be required to:

  • (i) on execution of the Fyre Lake Agreement (“Effective Date”), pay to Pacific Ridge CDN$50,000. This payment has been made;

  • (ii) upon the Company obtaining all necessary shareholder, regulatory and third party approvals or waivers to allow the Company to lawfully complete the matters set out in the Fyre Lake Agreement, including but not limited to,

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obtaining all necessary shareholder approvals for the issue of Merah Shares, but in any case no later than 30 September 2014, the issue and deliver to Pacific Ridge, Merah Shares to a Value (as defined below) of CDN$50,000;

  • (iii) on the first anniversary of the Effective Date, pay CDN$100,000 and issue and deliver of Merah Shares to a Value of CDN$100,000 to Pacific Ridge;

  • (iv) on the second anniversary of the Effective Date, pay CDN$200,000 and issue and deliver Merah Shares to a Value of CDN $200,000 to Pacific Ridge;

  • (v) on the third anniversary of the Effective Date, pay CDN$300,000 and issue and deliver Merah Shares to a Value of CDN$300,000 to Pacific Ridge; and

  • (vi) prior to the first anniversary of the Effective Date, Merah must incur not less than an aggregate CDN$500,000 in exploration expenditures on the Property, and prior to 10 January 2017, Merah must incur not less than an aggregate CDN$3,500,000 in exploration expenditures on the Property.

Value for the purposes of the Merah Shares to be issued as set out above is calculated by dividing the dollar amount of the Value by the 20 day VWAP of Merah Shares at the time of their issue.

Second Option

Upon earning a 51% interest in the Property, Merah can, within 30 days of earning the 51% interest, elect to proceed with the second option to earn an additional 19% interest in the Property, for an aggregate 70% interest in the Property, by incurring a further CN$3,000,000 in exploration expenditures on the Property prior to 10 January 2018.

Upon Merah earning an aggregate 70% interest in the Property, Pacific Ridge has the right and option, in its sole discretion, to reduce its interest in the Property from 30% to 20%, in consideration for Merah sole funding exploration expenditures on the Property through to delivery of a Feasibility Study (as defined in the CIM Definition Standards for Mineral Resources and Mineral Reserves, as amended) in respect of the Property (thereby increasing Merah’s interest in the Property to 80%).

The parties will then enter into a joint venture agreement on industry standard terms and conditions. The joint venture agreement shall, amongst other things, include provision for the conversion of a party’s joint venture interest to a 2% Net Smelter Returns (“NSR”) royalty in the event that the party’s joint venture interest is reduced to 10% or less.

CAPITAL RAISING

Merah will undertake a capital raising by way of:

  • (a) a placement of 4,100,000 Merah Shares under the Company’s ASX Listing Rule 7.1 and 7.1A placement capacities ( Placement ); and

  • (b) an offer of a pro rata non-renounceable entitlement issue of Shares on a 2 for 3 basis ( Entitlement Issue or Offer ),

at an issue price of $0.03 per Merah Shares, to raise a total of up to $780,000.

The Company intends to loge a prospectus in respect of the Entitlement Issue as set out in the timetable below.

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Timetable

Event Date
Lodgment of Prospectus with ASIC and ASX 4 August 2014
Record Date for determining Shareholder entitlements (5.00pm
WST)
11 August 2014
Opening Date and dispatch of Prospectus to Shareholders and
Dispatch of Notice of Meeting
14 August 2014
Last Dayto Extend the Offer ClosingDate 3 September 2014
ClosingDate of Offer(5.00pm WST)* 8 September 2014
Shareholder Meeting 12 September 2014
Issue of Shares the subject of Shareholder Approval and Issue of
Shares of the Offer
15 September 2014
Settlement of Acquisition 19 September 2014

Note: These dates are indicative only and may be changed without notice at the discretion of Merah.

Resulting Capital Structure

The effect of the transactions contemplated above on the capital structure of Merah following completion of the transactions will be as follows:

Shares Options
**Current issued capital1 ** 28,495,001 7,000,0002
Securities issued -
Placement 4,100,000 -
Payment to Contour – Ghanaian assets3 500,000
2:3 Entitlement Issue 22,063,334 -
Consideration Shares 4,444,447 -
Additional Consideration Shares4 2,222,200 -
Tranche 1 Deferred Consideration Shares4 4,444,447 -
Tranche 2 Deferred Consideration Shares4 2,222,200 -
Tranche 3 Deferred Consideration Shares4 4,444,447 -
Tranche 4 Deferred Consideration Shares4 2,222,200 -
Total 75,158,276 7,000,000

Notes :

  1. Assumes no further securities are issued prior to settlement of the Transactions, other than as set out in the table.

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  1. Unquoted option exercisable at $0.20 each on or before 31 August 2015.

  2. As announced on 27 March 2014, the Company has agreed to pay $45,000 and issue 500,000 Merah Shares as an introduction fee to the parties who introduced the Existing Projects to the Company, upon the earlier to occur of:

  3. (a) the announcement by the Company that it has completed a capital raising (in any form) under which the Company has raised $500,000 or more; and

  4. (b) the initial shares issued to Castle Minerals Limited pursuant to the options agreements with Castle Minerals Limited ceasing to be subject to escrow restrictions.

The parties receiving the payment and issue of Merah Shares may elect to receive an additional 135,000 Merah Shares in lieu of $20,000 of the cash payment.

  1. The number of Merah Shares to be issued is calculated based an issue price of $0.03 per Merah Share.

In addition to the securities set out in the table above, the Company intends to issue the following:

  • (a) as part consideration for the acquisition of a 51% interest in the Fyre Lake Property, Merah Shares as detailed in pages 3 and 4 above;

  • (b) Merah Shares pursuant to the Secondary Capital Raising, as set out in Annexure A; and

  • (c) in the event that the Oresearch Shareholders are successful in securing an interest in one or more additional projects for Merah, other than the Additional Project, the Success Fee Shares, as set out in Annexure A.

However, at the date of this announcement, the Company is unable to ascertain exact the number of Merah Shares which will be issued.

MANAGEMENT AND BOARD CHANGES

Upon completion of the acquisition of Oresearch, the Managing Director of Oresearch, Jeremy Read, will join Merah’s board of directors ( Board ) as Managing Director, and Adam Davey of Oresearch will also join the board as a non-executive director.

Mr Jeremy Read has 26 years domestic and international minerals exploration experience and was previously the Manager of BHP’s Australian Exploration Team. He has extensive exploration experience for copper, nickel and gold mineral deposits having played a critical role in the discovery of Cairn Hill Cu-Fe deposit in South Australia and the Kabanga North Ni deposit in Tanzania.

Jeremy was the founding managing director of Discovery Metals Limited ( Discovery ) from its incorporation in May 2003, until his appointment as a non-executive director on 1 February 2008. Mr Read secured the Boseto Copper Project for the Discovery Metals and was responsible for all Discovery Metals’ fund raising activities and for listing Discovery Metals on the Australian Securities Exchange, Botswana Stock Exchange and the Alternative Investment Market in London.

Mr Read was also the founding managing director of Meridian Minerals Limited, obtained the Lennard Shelf Zn-Pb Project for Meridian and led the company until its takeover by the Chinese mining company NWME.

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Jeremy’s experience and expertise are seen as valuable assets to the Merah Board and signal a change in the Company’s strategy to a more aggressive path of project acquisition, project development and value capture for shareholders. The Company will primarily focus its activities on advanced copper projects with the ability to create shareholder value through expanding defined Mineral Resources and undertaking feasibility studies.

Mr Adam Davey’s expertise spans over 25 years and includes capital raising (both private and public), mergers and acquisition, ASX listings, asset sales and purchases, transaction due diligence and director duties. Adam has been involved in significantly growing businesses in both the industrial and mining sector. This has been achieved through holding various roles within different organisations, including chairman, managing director, non-executive director, major shareholder and corporate adviser to the board.

Mr Jason Eveleigh will step down from the board of Merah upon completion of the acquisition of Oresearch. The Board thanks Jason for his contribution.

Mr David DeLoub will step down as managing director of Merah, but will remain on the Board as the non-executive Chairman of the Company.

Following completion of the Secondary Capital Raising (as defined in Annexure A below), Mr Paul Niardone will join the Board as a non-executive director.

Within six months of completion of the Secondary Capital Raising, Mr Morrice Cordiner will join the Board as non-executive Chairman of the Company. Mr DeLoub will step down as Chairman, but will remain on the Board as a non-executive director.

It is intended that Mr Ian Prentice will step from the Board of Merah at the time that Mr Cordiner is appointed to the Board.

Expiry of Kong

Merah advise that the under the terms and condition of the Heads of Agreement between Merah and Carlie Mining Limited ( Carlie ), the agreement has now expired.

As a consequence Merah no longer has an option to acquire Carlie's legal and beneficial right to the Kong project in Ghana. The Company’s option over the Antubia projects in Ghana was completed in January 2014, and remains unaffected.

Yours faithfully,

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David Deloub

Managing Director

About Merah Resources Limited

Merah was incorporated on 27[th] August 2010 for the purpose of identifying, evaluating and acquiring

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resource projects and assets in Australia and/or overseas that are considered by the Board to add potential shareholder value.

The Company plans to actively explore the Ghanaian project that make up its current asset portfolio by initiating a targeted and cost effective exploration program.

The Company also intends to continue to identify, evaluate and if warranted, acquire additional resource projects and assets both in Australia and overseas.

These projects may be acquired by way of direct project acquisition, joint venture, farm-in or equity investment.

Competent Person/Qualified Person

The technical information in this news release relating to the Kona Mineral Resource is based on information compiled by Mr. J. Douglas Blanchflower (P.Geo), who is a member of the Association of Professional Engineers and Geoscientists of British Columbia (APEGBC) and of the Association of Professional Geoscientists of Ontario (APGO). Mr Blanchflower provided information to his client, Merah, as paid consulting work in his capacity as Principal Consulting Geologist and operator of independent geological consultancy Minorex Consulting Ltd. He and Minorex are professionally and financially independent of their client and of the client’s project. The consulting was provided on a paid basis and the results or conclusions reported were not contingent on payments. He has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the JORC Code) and “Qualified Person” as this term is defined in Canadian National Instrument 43-101 (“NI 43101”). Mr. Blanchflower consents to the inclusion in this news release of the information in the form and context in which it appears. The technical report can be found under Pacific Ridge Exploration Ltd. on SEDAR (www.sedar.com).

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APPENDIX A – TRANSACTION TERMS FOR ACQUISITION OF ORESEARCH

The key terms of the Agreement are set out below.

Conditions Precedent

Settlement of the Oresearch acquisition is conditional upon the satisfaction or waiver of the following conditions precedent:

  • (a) completion of financial legal and technical due diligence by Merah on Oresearch’s business and operations to the absolute satisfaction of Merah on or before 5.00pm (WST) on 25 July 2014;

  • (b) completion of financial legal and technical due diligence by Oresearch on Merah’s business and operations to the absolute satisfaction of Oresearch on or before 5.00pm (WST) on 25 July 2014;

  • (c) Merah obtaining all necessary shareholder approvals pursuant to the ASX Listing Rules, Corporations Act 2001 (Cth) and any other law to allow Merah to lawfully complete the matters set out in the Agreement;

  • (d) Merah obtaining all necessary third party approvals or consents to give effect to the matters set out in the Agreement to allow Merah to lawfully complete the matters set out in the Agreement;

  • (e) Merah obtaining all necessary regulatory approvals pursuant to the ASX Listing Rules, Corporations Act 2001 (Cth) or any other law to allow Merah to lawfully complete the matters set out in the Agreement; and

  • (f) Oresearch obtaining any consents that may be required under any agreement to which Oresearch is a party, to the transactions contemplated by the Agreement,

(together, the Conditions ).

Initial Consideration

As consideration for the sale of 100% of the issued capital of Oresearch to Merah, at settlement Merah will issue to the Oresearch Shareholders (or their nominees) pro–rata to their existing proportion holding, that number of Merah Shares, when multiplied by the Issue Price (as defined below), will be equal to $133,334 ( Initial Consideration Shares ).

The Issue Price will be the same price at which Merah Shares are issued under the Initial Capital Raising (as defined below), being $0.03 per Merah Share.

The Initial Consideration Shares will be subject to a voluntary escrow period of six (6) months from their date of issue (or such other period imposed in accordance with the ASX Listing Rules).

Additional Project acquisition

In the event that Oresearch enters into a binding agreement to acquire rights to a group of exploration licences located in South Australia ( Additional Project ) on terms satisfactory to Merah in its sole discretion ( Additional Project Agreement ), Merah will issue to the Oresearch Shareholders (or their nominees) pro–rata to their existing proportion holding, that number of Merah Shares, when multiplied by the Issue Price, will be equal to $66,666 ( Additional Consideration Shares ).

The Issue Price will be the same price at which Merah Shares are issued under the Initial Capital Raising, being $0.03 per Merah Share.

The Additional Consideration Shares will be issued to the Oresearch Shareholders on the later of:

(a) the Settlement Date (as defined below); and

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  • (b) the date on which Oresearch enters into the Additional Project Agreement subject to it being no later than 31 October 2014.

The Additional Consideration Shares will be subject to a voluntary escrow period of six (6) months from their date of issue or such other period imposed in accordance with the ASX Listing Rules.

Initial Capital Raising

As set out above, Merah will complete a capital raising to raise up to $780,000 via:

  • (a) a placement of approximately 4,100,000 Merah Shares under Merah’s ASX Listing Rule 7.1 and 7.1A placement capacities ( Placement ); and

  • (b) an entitlement issue of Merah Shares on a 2 for 3 basis ( Entitlement Issue

  • at an issue of $0.03 per Merah Share ( Initial Capital Raising ).

Secondary Capital Raising

As soon as practicable following the re-rating of the price of Merah Shares, as determined by the independent directors of Merah at the time, Merah will undertake a capital raising to raise a minimum of $1,500,000 ( Secondary Capital Raising ).

Deferred Consideration

Subject to any necessary Merah board and shareholder approvals, Merah will issue to the Oresearch Shareholders (or their nominees) pro-rata to their existing proportion holding:

  • (a) that number of Merah Shares which, when multiplied by the Issue Price, will equal $133,334 ( Tranche 1 Deferred Consideration Shares ), to be issued as follows:

  • (i) where 50% or more of the funds raised from the Entitlement Issue (including the shortfall) are raised from persons or entities introduced to Merah by the Oresearch Shareholders, that number of Merah Shares which, when multiplied by the Issue Price, will equal $100,000, to be issued at settlement; and

  • (ii) the balance of the Tranche 1 Deferred Consideration Shares to be issued on completion of the Secondary Capital Raising;

  • (b) subject to Oresearch entering into the Additional Project Agreement, that number of Merah Shares which, when multiplied by the Issue Price, will equal $66,666 ( Tranche 2 Deferred Consideration Shares ), to be issued as follows:

  • (i) where 50% or more of the funds raised from the Entitlement Issue (including the shortfall) are raised from persons or entities introduced to Merah by the Oresearch Shareholders, that number of Merah Shares which, when multiplied by the Issue Price, will equal $100,000, to be issued at settlement; and

  • (ii) the balance of the Tranche 2 Deferred Consideration Shares to be issued on completion of the Secondary Capital Raising;

  • (c) that number of Merah Shares which, when multiplied by the Issue Price, will be equal to $133,334 ( Tranche 3 Deferred Consideration Shares ), to be issued on the earlier to occur of:

  • (i) completion of the earlier to occur of:

    • (A) the first 12 months of exploration on the Additional Project; or

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(B) meeting the minimum expenditure commitment on the Additional Project,

and, the board of directors of Merah electing to continue to fund expenditure on the Additional Project (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Additional Project; and

  • (ii) completion of the earlier to occur of:

  • (A) the first 12 months of exploration on the Fyre Lake Property; or

(B) meeting the minimum expenditure commitment on the Fyre Lake Property,

and, the board of directors of Merah electing to continue to fund expenditure on the Fyre Lake Property (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Fyre Lake Property; and

  • (d) subject to Oresearch entering into the Additional Project Agreement, that number of Merah Shares which, when multiplied by the Issue Price, will be equal to $66,666 ( Tranche 4 Deferred Consideration Shares ), to be issued on the earlier to occur of:

  • (i) completion of the earlier to occur of:

(A) the first 12 months of exploration on the Additional Project; or

(B) meeting the minimum expenditure commitment on the Additional Project,

and, the board of directors of Merah electing to continue to fund expenditure on the Additional Project (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Additional Project; and

  • (ii) completion of the earlier to occur of:

  • (A) the first 12 months of exploration on the Fyre Lake Property; or

  • (B) meeting the minimum expenditure commitment on the Fyre Lake Property,

and, the board of directors of Merah electing to continue to fund expenditure on the Fyre Lake Property (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Fyre Lake Property,

(together, the Deferred Consideration Shares ).

The Issue Price will be the same price at which Merah Shares are issued under the Initial Capital Raising, being $0.03 per Merah Share.

The Deferred Consideration Shares will be subject to a voluntary escrow period of six (6) months from their date of issue, or such other period imposed in accordance with the ASX Listing Rules.

Success Fee

Subject to any necessary shareholder and Board approvals, if, within six (6) months of the settlement date, any or all of the Oresearch Shareholders are successful in securing an interest in

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one or more additional projects for Merah, other than the Additional Project, Merah will issue to the Oresearch Shareholders (or their nominees), pro-rata to their existing proportion holding, that number of Merah Shares which, when multiplied by the issue price will be equal to 5% of the agreed purchase price of the project(s) ( Success Fee Shares ).

The issue price of the Success Fee Shares will be the volume weighted average price of Merah Shares calculated over the 5 trading days immediately prior to the date of issue of the Success Fee Shares.

The Success Fee Shares will be subject to a voluntary escrow period of six (6) months from their date of issue (or such other period as imposed in accordance with the ASX Listing Rules).

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KONA
Resource
Estimatation
JORC
CODE
-­‐
2012
Edition
-­‐
Table
1

Section 1: Sampling Techniques and Data Section 1: Sampling Techniques and Data
Criteria
Details
Sampling techniques The buried VMS mineralization of the Kona deposit was sampled only by surface diamond drilling. Columbia Gold Mines Ltd. completed 115 holes totalling 23,266.91m of continuous
NQ2- and BQTK-core diamond drilling during the 1996 and 1997 field seasons. Historical diamond drilling included nine AX-core diamond drill holes completed in 1966 and 1967.
Continuous drill core samples of less than 1 metre drilling length were adjusted firstly to the lithologic boundaries and secondly to the mineralogy of massive sulphide mineralization.
Diamond drilling provided NQ2- or BQTK-size core from which continuous less than 1-metre samples of the mineralized lenses were collected by manually splitting one-half of the drill
core length-wise after geological and geotechnical logging and photography. The disseminated, semi-massive and massive sulphide mineralization was sampled separately based on a
visual assessment of their abundance and mineralogy, in addition to lithological boundary criteria. Core samples, representing less than 3 metres drilling length, were also collected
of the weakly mineralized hangingwall and footwall country rocks consistent with industry standards.
Drilling techniques Two Super 38 diamond drilling rigs and personnel were contracted from J.T. Thomas Diamond Drilling to provide NQ2- (approximately 47.6 mm) and BQTK-size core. The drill core
was not oriented.
Drill sample recovery All recovered drill core was thoroughly measured, and the recoveries and rock quality data ('RQD') were recorded first as hand-written logs and later this data were entered daily into
a spreadsheet-style database on site.
Drill core recoveries were consistently more than 90%. Reduced core recoveries were only encountered within structurally incompetent zones. Reduced drilling speeds and head
pressures plus drilling media additives were used to improve core recoveries in such zones.
There does not appear to be any bias between drill core recoveries and grade of mineralization. Core recoveries through weakly mineralized country rocks and, more importantly, the
mineralized VMS horizons, were consistently greater than 90%.
Logging The drill core was geologically and geotechnically logged in detail, exceeding industry standards at the time. The level of logging detail was and is appropriate for mineral resource
estimation.
All geotechnical aspects of the drill core, including recovery and rock quality features, were logged prior to logging its lithology and mineralogy. The geologist then designated
sampling intervals based upon its geological features and all of the drill core was photographed wet prior to sampling.
The entire 1996 and 1997 diamond drill core from 23,266.91 m of drilling was thoroughly logged. All relevant intersections were thoroughly logged and sampled by qualified
geologists.
Sub-sampling techniques and sample preparation The sampled diamond drill core was split in half length-wise using a manual Longyear core splitter. Any whole sections of drill core collected for metallurgical studies or exhibition
were permanently marked in the respective core boxes.
The sample preparation was appropriate. The samples were split, double bagged and securely stored prior to direct shipping to either Min-En or later Chemex Laboratories in
Smithers, B.C. There the samples were dried, crushed to minus 1/8 inch and pulverized to 95% minus 150-mesh, rolled and bagged. The sub-samples were then direct shipped to Min-
En's or later Chemex's assay laboratories in Vancouver, B.C. for analysis.
Quality control procedures were appropriate for the industry standard at the time. Of the 1,977 mineralized drill core samples collected during the two drilling campaigns,
approximately 10% of the mineralized samples (120) were check-assayed at Acme Analytical Laboratories. Check assaying was carried using similar techniques to the original
analytical procedures to reduce any bias.
No field duplicates were collected during the 1996 and 1997 drilling campaigns.
The sample size varied according to the sampled drill core lengths. These lengths were determined by the lithology and mineralogy of the drill core based upon geological and
geotechnical logging results. Sample lengths were appropriate for the intersected mineralization. Minimum core diameters were many times greater than the maximum
mineralization crystal size.
Quality of assay data and laboratory tests From the mineralized subsamples, 0.5 to 2.00 gram splits were analysed for their copper, zinc, lead and silver contents using atomic absorption techniques. The gold content of the
subsample pulp was determined after aqua regia digestion by fire assay and atomic absorption procedures. In addition, 2,262 drill core samples were analysed for 31 elements by ICP
techniques. Assaying and analyses were only carried out on selected section of drill core.
The 1996-97 diamond drilling preceded currently accepted QA/QC procedures. However, the assay/analytical results from 10% of the mineralized core samples were check-assayed
using similar analytical techniques and acceptable levels of accuracy and precision were established.
Verification of sampling and assaying The Competent Person and author of the technical report was on site during the entire 1996 drilling campaign and personally verified all results from logging and sampling on a daily
basis. He also verified the 1997 drill core logging and sampling during several site visits and on a daily basis when the data was transmitted to head office.
There was no drill hole twinning carried out during the 1996 and 1997 diamond drilling campaigns. Furthermore, none of the pre-1996 drill holes were twinned during these drilling
campaigns.
All geological and geotechnical features were hand-written as hard-copy logs by a qualified geologist. These logs were photo-copied for delivery to head office. The written logging
data was daily entered into a spread-sheet database and this database was transmitted daily to head office. All electronic data was double checked on site, and later visually and
statistically verified.
No assay data was modified during the 3D geomodelling process. For resource estimation those assay results below detection limits and designated with a '<' sign were assigned a
value of one-half the value of the lower detection limit to standardize all assays as numerical values.
Location of data points A qualified surveyor was contracted during 1996 and 1997 drilling campaigns to survey in proposed drill sites and completed drill collars to an accuracy of 1 cm. Predetermined
benchmarks on the property were surveyed in from Federal geodetic points. Downhole surveys were carried out an usually 30-metre intervals using a mechanical downhole
instrument measuring azimuth and inclination deviation.
Initial drill hole collar surveying was carried out using the UTM NAD27 coordinate system but all surveying data were later converted to UTM NAD 83 coordinates after airborne
photogrammetry survey was completed.
The topographic control is very good considering the local mountainous terrain. Drill hole collars were surveyed with an accuracy of 1 cm and the aerial photogrammetry work
resulted in topographic control to less than 5 m contours.
Data spacing and distribution The 1996 drilling was generally carried out on sections spaced 25 to 50 metres apart. Once the continuity of the mineralization had been established the drilling sections were 100 to
200 metres apart to delineate the 1,500-metre strike length of the buried mineralization. Surface holes were sited and directed to intersect each of the six horizons of VMS
mineralization as perpendicular as possible to establish true thicknesses.
It is the Competent Person's opinion that the drill spacing and distribution is sufficient to establish the geometry and continuity of the stratabound VMS mineralization within its drill-
tested strike length.
No sample compositing was applied during intercept reporting or during the use of assay results for 3D geomodelling. One-metre composites were utilized during mineral resource
interpolation to standardize sample lengths within the mineralized lenses.
Orientation of data in relation to geological structure It is the opinion of the Competent Person that there is no obvious bias between the sampling and the orientation of drilling along the trend and plunge of the six main mineralized
lenses. Each mineralized lens was pierced and sampled multiple times by several drill holes.
Sample security After logging and photography, the samples were collected, labelled and double bagged, first in individual 6-mil poly bags with an assay tag and then 5 to 7 bagged samples were
placed in woven rice bags that were wired closed. The bagged samples were then securely stored on site until they were flown to Watson Lake, Yukon where they were then trucked
directly to the preparation laboratories in Smithers, B.C.
Audits or reviews During the Competent Person's continuous on-site work in 1996 and project management duties in 1997, plus multiple site visits, no significant issues were identified in the geological
understanding or exploration data integrity.
Section 2: Reporting of Exploration Results
Criteria
Details
Mineral tenement and land tenure status As of January 16, 2006, the Property was comprised of 169 Yukon Quartz mineral claims recorded within the Watson Lake Mining District, and owned and operated by Pacific Ridge
Exploration Ltd. There are overlapping First Nations traditional land interests covering the Property that must be addressed but no other interests. The Competent Person has not
investigated the current status of the subject mineral claims but has left that legal title opinion to the reporting company representative.
The mineral claims were correctly staked, recorded and secure at the time of the report. Furthermore, there was no other impediments to exploration, regulatory or environmental,
at the time.
Exploration done by other parties A massive sulphide float boulder was first discovered in 1960 by prospectors of Cassiar Asbestos. They drilled 23 shallow pack-sack holes (224 m) and 12 AX-size core holes (582 m)
testing some near-surface mineralization. Between 1965 and 1967 Atlas Copper carried out geological, geochemical and geophysical (mag and em) surveys plus drilled 9 AX-size core
holes. Amax Potash Limited carried out assessment work on the Property prior to Welcome North Mines Ltd. (later Welcome Opportunities) acquisition. Welcome North and Placer
Dome both undertook ground and airborne geophysical surveys respectively prior to the 1995 optioning by Columbia Gold Mines Ltd.
Geology The stratiform Kona volcanogenic massive sulphide (VMS) deposit is hosted by the Fire Lake metavolcanic unit (~365 Ma) belonging to the Devonian to Mississippian Grass Lake
succession. Two parallel zones of volcanogenic massive sulphide mineralization, East Kona and West Kona, comprise the Kona deposit; separated by an inferred reverse or growth
fault. The East Kona zone mineralization is 100 to 150 m wide, and consists of two massive to banded sulphide-bearing horizons (i.e. Upper and Lower East Kona) separated by 40 to
70 metres of chlorite schist. The Lower East Kona horizon has been divided into north and south portions separated by an apparent gap in the horizon. The northern portion is 3 to
16 metres thick and the southern portion is 2 to 11 metres thick. The Upper East Kona horizon averages thicknesses of 8 to 12 metres. These horizons consist mainly of pyrite with
lesser pyrrhotite and chalcopyrite, local lenses of massive magnetite, and minor sphalerite plus cobalt, gold and silver values.
The West Kona zone is inferred to be 75 to 125 m wide. The thickness of the mineralized horizon varies across this width from about 44 metres in the east to less than 1 metre at the
western margin; the thickness also varies along strike. It includes mineralization that changes laterally from magnetite, pyrite and chalcopyrite in a siliceous matrix, through massive
pyrite and lesser chalcopyrite, to massive pyrrhotite with minor pyrite and chalcopyrite. This mineralization occurs close to a stratigraphic contact between chlorite schist and
overlying carbonaceous phyllite.
Drill hole Information The property was last explored in 1996 and 1997 by Columbia Gold Mines Ltd. (now Pacific Ridge Exploration Ltd.). This exploration work included: establishing three survey control
grids, prospecting, geological mapping, silt, soil and rock geochemical sampling, geophysical surveying and diamond drilling. The results of this work discovered the buried Kona
deposit and identified several coincident geochemical and geophysical anomalies along strike and parallel to the trend of the Kona deposit. These anomalies indicate that the Kona
deposit may continue for at least 600 metres, at a trend of 130 degrees, to the Outfitter’s Creek drainage. These same anomalies also suggest that there may be similar volcanogenic
massive sulphide mineralization northeast and southwest of the known mineralization hosted by fault-displaced stratigraphy paralleling the Kona deposit trend. Refer to the
accompanying Drill Hole and Intercept Summary Appendix 3.
The Kona volcanogenic massive sulphide deposit has been tested by 115 holes totalling 22,663 m of diamond drilling. Most of this drilling was conducted along a 1,500-metre section
of an apparent 2,100 strike length from near its surface exposure in Kona Creek southeasterly to the ridge between Kona and Outfitter’s Creek drainage. The drill-tested
mineralization occurs within an area approximately 1,500 m long by 250 m wide, trending at 130 degrees, and plunging 0 to -20 degrees southeastwardly. A table extracted from the
technical report documenting the 1996 and 1997 drilling data, including: collar coordinates, length, azimuth, inclination, and mineralized intercepts, accompanies this JORC table as
Appendix 3.
Data aggregation methods Reported mineralized intercepts were weight averaged from the original, uncut assay results. The intercept length were determined firstly based upon distinct mineralization
contacts, given the stratiform nature of the mineralization, and secondly largely on copper values in excess of 0.5%.
A weighted average grade for each intercept was calculated regardless of the distribution of high and low grades within an identified mineralized interval. No cut-off grades were
applied prior to geomodelling.
Metal equivalents were not used for geomodelling, resource interpolation or reporting.
Relationship between mineralisation widths and intercept
lengths
All mineralized intercepts were reported based upon drill core lengths, not true widths. The reasoning being that the stratiform VMS mineralization was slightly crenulated locally
and, thus, lead to differences in calculated true widths.
The relationship between the geometry of the mineralization and the drill hole intercepts were individual and variable with each of the six main stratiform VMS lenses. Generally, the
lenses strike 130 degrees and plunge 0 to -20 degrees southeasterly. Drill holes were sited and directed to intersect these lenses as close to perpendicular as possible.
Only downhole drilling lengths are reported for the reasons stated above.
Diagrams A drill hole plan, examples of vertical cross-sections with drilling intercepts, and a 3-dimensional view of the mineralized lenses accompany this JORC table.
Balanced reporting The accompanying drill hole data and intercept table includes all significant mineralized intercepts of any tenor with notes where no mineralization was intersected by drilling.
The 1996 and 1997 exploration work included: establishing three survey control grids, prospecting, geological mapping, silt, soil and rock geochemical sampling, geophysical surveying
(ground magnetometer and electromagnetics) and diamond drilling. In addition to discovering the buried Kona deposit, this work identified several coincident geochemical and
geophysical anomalies along strike and parallel to the trend of the Kona deposit. A 4-kilometre long target northeast of the Kona deposit and a 3-kilometre target to the west indicate
that there may be similar volcanogenic massive sulphide mineralization hosted by fault-displaced stratigraphy paralleling the Kona deposit trend.
Preliminary 1997 metallurgical testwork results indicate that target recoveries of 90% for copper and 70% for gold, into a concentrate representing 7.5% of the feed and assaying 21%
to 23% copper, 10 g gold/tonne and 0.08% cobalt, should be achieved from a mill feed grade of approximately 2% copper and 1.2 g gold/tonne. Subsequent scoping leach tests on
cobalt-bearing pyrite concentrate indicated a 70% cobalt recovery in flotation and 95% recovery from pressure leaching with an overall cobalt recovery of possibly 65 to 70%. No
cobalt minerals were identified during the microscopic examination of two samples but pyrite was identified as the main cobalt carrier. No visible gold has been observed but it
occurs associated with pyrite grains as sub-microscopic and/or colloidal gold.
Further work Further exploration work should include infill and further delineation diamond drilling of the Kona deposit. The infill drilling should be sited to increase the density of mineralized
intercepts within the tested 1,500 metres of strike length. Coincident with this work, diamond drilling should be conducted from the Outfitter Creek drainage and oriented to
intersect the southeasterly trending buried mineralization. Drilling from this drainage will be at a much lower elevation and, thus, save considerable drilling expenses. Exploratory
drilling should also initially test the two coincident geochemical and geophysical targets stated above.
Plans and vertical cross-sections clearly showing proposed drilling for the recommended exploration targets within and adjacent to the Kona deposit have been extracted from the
technical report available on www.sedar.com.
Section 3: Estimation and Reporting of Mineral Resources
Criteria
Details
Database integrity The geological, geotechnical and sampling data from the hard-copy drilling logs were digitized daily and double-checked visually by a geologist and assistant on site. Any questionable
data entry or error was immediately corrected before the digitized database was transmitted to Pacific Ridge's head office. The survey data from the qualified surveyor and assay
data from each of the accredited assay laboratories was downloaded directly entered into the drilling and assay database by qualified geologists. This database was continually
checked for entry errors or omissions.
The resultant drilling and assay database was systematically audited by the Competent Person using a Gemcom software routine to check for any minor errors or omissions, such as
overlapping sample intervals, missing assay data, etc. Plans and vertical sections were also plotted and visually checked for errors. No errors were detected.
Site visits The Competent Person was the field supervisor for the 1996 exploration work and project manager for the 1997 exploration program, the last year of exploration activity on the
property. Thus, he is very familiar with both exploration programs. In 1999, he supervised the removal of the two drilling rigs and equipment from the property, and visited the
property in October, 2010 and August, 2012.
Geological interpretation The lithological and mineralization data generated by diamond drilling is very good, and once the orientation of the mineralization had been established drilling continually
intercepted the targeted VMS horizon. The geology of the Kona deposit is quite well understood.
The nature of the Kona VMS lenses would indicate that any alternate interpretations would have little impact on the overall mineral resource estimate. The lenses are stratabound
with distinct hangingwall and footwall contact and little interior structural displacements.
A total of seven lenses were geomodelled using lithologic and assay data to control the boundaries of each mineral domain for which the mineral resources were later interpolated.
Lithologic boundaries were the primary controlling factor.
The main factors controlling the distribution of the mineralized lenses and the mineralization within each lens appears to be related to the paleotopography of the depositional basin
at the time of each mineralizing event and the mineralogy of the metal-bearing brines at the time. There appears to be a growth fault separately the East and West Kona lenses which
may have been repetitively activated during the emplacement and deposition of the mineralizing brines. The general trend and plunge of the mineralization appears to be related to
regional tectonism rather than local structures. A geomodelling cut-off grade of 0.5% copper was utilized to outline and create the 3D mineral solids.
Dimensions As stated, the drill-tested mineralization occurs within an area approximately 1,500 m long by 250 m wide, trending at 130 degrees, and plunges 0 to -20 degrees southeastwardly.
The northwestern end of the Kona deposit crops out in a valley bottom with only the assumed basal section of the mineralization still in place after glaciation. The extreme
southeastern end of the drill-tested mineralization is between 614 and 720 metres beneath the ridge separating the Kona and Outfitter creek drainages.
Estimation and modelling techniques The Mineral Resource Estimate was originally prepared in August 2002 by the Competent Person and reviewed again in January 2006. The assay database utilized for the Mineral
Resource Estimation utilized the survey, drilling, geological and assay data from: 121 drill holes totalling 24,113 m of NQ2, BQTK and AX-core drilling, 427 surface and downhole survey
points, 1,816 core sample assay results, 1,733 geotechnical observations and 3,828 specific gravity measurements. No data errors were detected upon review. Topographic data was
compiled from aerial photogrammetry supplemented by 1996 and 1997 distamat and GPS surveying information.
Using Gemcom software solid correlatable horizons of similar mineralogy were outlined using 3D polylines. These correlations were completed on 25-metre spaced sections with
orientations of 070o(True North; 071.54oUTM). Once completed, the sectional polylines were joined together to form 3D solids or domains of specific mineralization. A total of six
distinct 3D solids were created, each representing specific mineralogy.
These mineral domains included: Lens 100 (Upper East Kona zone massive sulphide mineralization); • Lens 300 (Lower East Kona zone massive sulphide mineralization); Lens 400
(Upper West Kona zone magnetite (±sulphide) mineralization); • Lens 500 (Lower West Kona zone massive sulphide mineralization); and • Lenses 600 and 700 (Lower West Kona zone
magnetite (±sulphide) mineralization at the northwestern and southeastern ends of the deposit respectively).
Each lens is hosted by a distinct stratigraphy, is mineralogically distinct, and has a distinct median specific gravity. Once the 3D solid models were completed verified drill hole assay
and specific gravity data were composited to 1-metre intervals inside the respective solids. The 3D geological solids were also utilized to create rock type and percent models for the
resource estimate.
A geostatistical study of the assay composites was conducted utilizing semivariograms generated at various orientations. It was determined that there was insufficient composite
data to create individual block models for each lens. However, the grades and specific gravities of individual blocks within a larger, common block model could be readily interpolated
using a common anisotropic ‘azimuth, dip, azimuth’ search ellipsoid with a long-azimuth search distance of 125 metres.
A block model of the Kona deposit was created utilizing a rotated (18.46owest of UTM north) model measuring 1,400 m wide by 1,800 m long by 600 m deep (1,600 to 1,000 m
AMSL). Individual blocks were 4-metre cubes. The grades and specific gravities of individual blocks were interpolated using an ‘ordinary kriging’ method with a 100-metre search
radius. A 100-metre search radius was deemed appropriate, given the geostatistical results, since it was a sufficiently conservative distance to interpolate between tested drill
sections without projecting grades and specific gravities over unrealistic distances. Furthermore, kriging parameters included a number of restrictions, such as only two assay
composites from each hole, to force interpolation to mimic the relatively thin, elongated mineralized horizons.
Once the rock type, percent, specific gravity and copper, cobalt and gold grade block models had been created, indicated and inferred mineral resources were calculated individually
using the Gemcom ‘Volumetrics’ software subroutine. Those resources within a 100-metre search radius with geological and grade continuity were reported as ‘Indicated Mineral
Resources’. Any mineral resources beyond the 100-metre search radius limits with a lower confidence level of geological and grade continuity were reported as ‘Inferred Mineral
Resources’, as defined by the 2005 Canadian Institute of Mining and Metallurgy ‘CIM Definition Standards on Mineral Resources and Mineral Reserves”.
Moisture Tonnages and grades were estimated on a dry in situ basis. No Moisture values were included.
Cut-Off parameters An incremental cut-off grade of 0.5% copper was utilized with the distinct lithologic boundaries to model the individual VMS lenses. The Mineral Resource Estimates have been
reported at a number of copper cut-off grades to document the tonnages and individual copper, cobalt and gold grades at each cut-off grade. The 1.00% copper cut-off grade has
been highlighted in the report as a possible cut-off grade at that time given the prevailing metal prices and that both the nearby Wolverine and Kudz Ze Kayah were undergoing
advanced exploration and development with their possible attendant mining infrastructure within 30 km of the Property.
A formal economic assessment study has not been conducted to positively identify a realistic cut-off grade for various possible mining scenarios of the Kona deposit.
Mining factors or assumptions In January 1997 Kilborn Engineering Pacific Ltd. was retained by Pacific Ridge Exploration to conduct a preliminary scoping study. Kilborn was provided with basic project parameters
and variations on these parameters. The information provided to Kilborn was not supported by drilling data, and it was Kilborn’s understanding that the study was a theoretical
exercise to be used only for strategic planning. Kilborn investigated a number of variations, including mine life and cobalt recovery, utilizing capital and operating costs based on their
1997 financial model. The results of this ‘in-house’ theoretical study were not released and are now obsolete.
Metallurgical factors or assumptions As previously stated, preliminary metallurgical testwork results indicate that recoveries of 90% for the copper values and 70% for the gold values could be achieved from a mill feed
grade of approximately 2% copper and 1.2 g gold/tonne (Melis Engineering, 1997). Results of this work also indicated a 70% cobalt recovery in flotation and 95% recovery from
pressure leaching with an overall cobalt recovery of possibly 65 to 70% (Melis Engineering, 1997).
Environmental factors or assumptions At the time of the report there were no known environmental, permitting, legal, title, taxation, socio-economic, or political issues that would adversely affect the reported mineral
resources. Any future exploration work, especially that requiring surface disturbance (i.e. road building, excavator trenching, etc.), would be subject to the Yukon Territorial
regulations in place at that time. Furthermore, future exploration must be conducted in consultation with the local Watson Lake and Ross River First Nations aboriginal bands.
Bulk density As part of the geotechnical logging of the 1996 and 1997 drill core 3,828 specific gravity measurements were recorded from all rock and mineralization types. These measurements
were taken using a competent section of drill core, usually less than 15 cm long and without any obvious vugs or alteration that would affect the bulk density. The core was weighed
dry and then wet by a qualified geologist on site using accurate scales. The specific densities for each measured piece of core was then recorded with the geotechnical logs. Later,
sections of core with similar lithology and mineralogy to those already measured were tested for their specific gravity by the two assay laboratories as a further check.
Given the abundance and wide distribution of the specific gravity data this data was statistically-analysed and used for a specific mineralized lens during mineral resource
interpolation.
Classification The mineral resources were classified according to search radius distance determined by semivariogram analysis. Those resources within a 100-metre search radius with geological
and grade continuity were reported as ‘Indicated Mineral Resources’. Any mineral resources beyond the 100-metre search radius limits with a lower confidence level of geological
and grade continuity were reported as ‘Inferred Mineral Resources', as defined by the 2005 Canadian Institute of Mining and Metallurgy ‘CIM Definition Standards on Mineral
Resources and Mineral Reserves”.
The Kona deposit has been tested with high quality drilling, sampling and assaying. Geological logging has defined lithological, structural and mineralogical controls that provide
confidence in the interpretation of the mineralization boundaries. The Mineral Resource estimate appropriately reflects the view of the Competent Person.
Audits or reviews Internal audits have been completed by the Competent Person in 2002 verified the technical data, methodology, parameters and results of the estimate. The data and the results of
the mineral resource estimate was reviewed by the Competent Person in January, 2006.
Discussion of relative accuracy/ confidence The relative accuracy of the Mineral Resource estimate is reflected in the reporting of the Mineral Resource as per the guidelines of the 2005 CIM Standards of Mineral Resources and
Mineral Reserves. The Competent Person is confident in the Mineral Resource Estimate based upon: the drilling density; the high volume of quality assay samples and specific gravity
measurements; and the geometry and good continuity of the VMS mineralization reflected by the semivariogram analyses and 3D geomodelling.
The Mineral Resource statement relates to global estimates of tonnes and grade.
No production data is available for comparison.

1

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data

(After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept Mineralized Intercept Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From To Int Cu Co Au Zn
(m) (m) (m) (%) (%) (gpT) (%)
66-001 418636.78 6789422.90 1461.71 187.45 0.0 -90.0 Unreliable assay data
66-002 418763.46 6789467.41 1479.16 121.01 0.0 -90.0 Unreliable assay data
66-003 418799.13 6789135.96 1449.90 71.93 0.0 -90.0 Unreliable assay data
66-004 418595.00 6789122.98 1434.00 125.88 0.0 -90.0 Unreliable assay data
66-005 418694.62 6789445.16 1474.56 15.85 0.0 -90.0 Unreliable assay data
66-005A 418694.62 6789445.16 1474.56 71.32 0.0 -90.0 Unreliable assay data
67-001 418771.00 6785353.00 1180.00 94.49 0.0 -90.0 No Significant Values; Outside current claim holdings
67-002 418817.09 6785353.51 1185.84 92.66 0.0 -90.0 No Significant Values; Outside current claim holdings
67-003 418713.69 6785419.85 1175.49 65.53 0.0 -90.0 No Significant Values; Outside current claim holdings
96-001 419017.03 6789204.72 1477.70 34.14 0.0 -90.0 12.33 16.40
4.07
1.14 0.14 0.48 0.69
96-002 419017.03 6789204.72 1477.63 79.25 160.0 -45.0 36.32 43.00
6.68
1.40 0.14 0.61 0.77
96-003 419017.03 6789204.72 1477.58 91.44 205.0 -45.0 22.30 28.75
6.45
1.02 0.14 0.79 1.09
96-004 418959.42 6789207.19 1472.27 64.01 0.0 -90.0 4.57 12.19
7.62
0.97 0.09 0.47 0.31
8.50 12.19
3.69
1.60 0.13 0.52 0.20
96-005 418959.42 6789207.19 1472.25 32.00 160.0 -45.0 4.70 9.00
4.30
1.29 0.16 0.87 1.06
4.70 16.00
11.30
0.90 0.10 0.42 0.46
96-006 418941.15 6789235.89 1472.84 30.48 0.0 -90.0 7.15 10.00
2.85
1.40 0.12 0.85 0.64
96-007 418941.15 6789235.89 1472.77 30.48 160.0 -60.0 7.75 10.70
2.95
1.28 0.11 1.11 1.08
96-008 418987.87 6789253.83 1478.31 70.10 0.0 -90.0 No Significant Values
96-009 418987.87 6789253.83 1478.26 30.48 160.0 -45.0 No Significant Values
96-010 419063.44 6789221.70 1481.45 79.86 160.0 -45.0 No Significant Values
96-011 418882.34 6789248.30 1470.83 45.72 160.0 -45.0 No Significant Values
96-012 418882.34 6789248.30 1470.93 30.48 0.0 -90.0 No Significant Values
96-013 419049.42 6789161.62 1482.36 67.06 0.0 -90.0 23.12 35.44
12.32
0.90 0.11 0.80 0.84
23.12 26.55
3.43
1.18 0.15 1.45 1.31
96-014 419049.56 6789161.25 1482.39 60.96 160.0 -60.0 26.51 33.00
6.49
1.44 0.17 0.88 2.45
26.51 39.00
12.49
0.76 0.09 0.56 1.32
96-015 419049.73 6789160.84 1482.37 60.96 160.0 -45.0 33.75 43.82
10.07
0.78 0.09 0.70 1.58
96-016 419095.41 6789180.01 1481.72 45.72 0.0 -90.0 No Significant Values
96-017 419095.54 6789179.49 1481.84 57.91 160.0 -45.0 No Significant Values
96-018 419114.62 6789131.36 1494.78 91.44 160.0 -45.0 65.07 70.10
5.03
2.24 0.25 1.57 0.55
63.20 72.55
9.35
1.45 0.15 1.01 0.34
96-019 419114.41 6789131.88 1494.64 91.44 160.0 -70.0 67.00 72.60
5.60
1.12 0.13 0.74 0.80

MINOREX CONSULTING LTD.

2

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data

(After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept Mineralized Intercept Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From To Int Cu Co Au Zn
(m) (m) (m) (%) (%) (gpT) (%)
96-020 419114.30 6789132.09 1494.53 106.68 0.0 -90.0 No Significant Values
96-021 419132.63 6789085.85 1522.22 100.58 0.0 -90.0 71.70 78.25 6.55 1.77 0.22 1.26 0.73
11.19 22.80 11.61 0.69 0.07 0.18 0.06
65.60 78.25 12.65 1.11 0.14 0.89 0.44
96-022 419133.04 6789085.14 1522.15 109.12 160.0 -45.0 12.30 20.00 7.70 0.64 0.09 0.35 0.03
96-023 419132.74 6789085.66 1522.07 91.44 160.0 -70.0 75.80 80.00 4.20 1.40 0.17 1.29 0.41
12.19 16.80 4.61 0.94 0.09 0.18 0.03
96-024 419002.78 6789143.96 1484.81 79.25 0.0 -90.0 11.00 14.00 3.00 1.11 0.11 0.71 1.25
96-025 419003.00 6789143.18 1485.03 70.10 160.0 -45.0 No Significant Values
96-026 419066.39 6789115.86 1502.79 76.20 160.0 -70.0 48.82 51.70 2.88 0.62 0.12 0.77 0.08
96-027 419066.61 6789114.92 1502.79 76.20 160.0 -45.0 No Significant Values
96-028 419176.48 6789105.40 1497.89 82.30 210.0 -45.0 65.80 72.85 7.05 1.02 0.10 0.82 0.28
96-029 419176.74 6789105.80 1497.61 79.25 210.0 -70.0 56.00 59.54 3.54 1.17 0.12 1.00 2.34
51.80 59.54 7.74 0.82 0.12 0.93 1.40
96-030 419176.82 6789105.96 1497.49 76.20 0.0 -90.0 No Significant Values
96-031 419243.95 6789078.04 1497.45 91.44 210.0 -45.0 50.00 54.00 4.00 1.31 0.07 0.19 0.14
96-032 419244.46 6789078.72 1497.18 79.25 210.0 -70.0 No Significant Values
96-033 419194.79 6789061.19 1513.36 100.58 0.0 -90.0 12.19 29.93 17.74 1.95 0.13 0.53 0.28
16.00 24.00 8.00 2.70 0.19 0.49 0.45
70.75 74.18 3.43 1.40 0.12 1.48 1.25
96-034 419194.58 6789060.79 1513.46 106.68 210.0 -70.0 13.40 26.00 12.60 2.39 0.17 0.63 0.40
70.30 76.10 5.80 1.12 0.09 1.11 0.45
96-035 419259.46 6789024.57 1515.02 128.93 210.0 -60.0 53.31 65.50 12.19 2.75 0.15 0.80 0.37
96-036 419259.46 6789024.57 1515.02 137.16 0.0 -90.0 111.05 122.30 11.25 1.95 0.17 1.58 1.68
96-037 419141.22 6789041.18 1534.06 124.97 0.0 -90.0 7.66 12.67 5.01 0.95 0.08 0.49 0.06
96-038 419141.09 6789040.79 1534.15 96.01 210.0 -60.0 8.00 8.80 0.80 0.75 0.12 0.58 0.04
96-039 419217.24 6789015.02 1521.89 112.47 0.0 -90.0 34.06 51.40 17.34 1.91 0.12 0.59 0.12
34.06 39.50 5.44 3.77 0.12 1.32 0.06
92.50 97.67 5.17 1.62 0.12 1.40 0.28
96-040 419216.99 6789014.79 1522.20 121.92 225.0 -45.0 37.95 43.70 5.75 1.21 0.11 0.65 0.06
96-041 419326.99 6789001.35 1515.90 167.64 0.0 -90.0 No Significant Values
96-042 419326.11 6788999.99 1515.50 172.21 210.0 -45.0 93.56 104.50 10.94 1.96 0.19 0.62 0.06
96-043 419285.00 6788984.00 1526.50 152.40 0.0 -90.0 75.83 94.50 18.67 2.27 0.11 0.48 0.41

MINOREX CONSULTING LTD.

3

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data

(After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept Mineralized Intercept Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From To Int Cu Co Au Zn
(m) (m) (m) (%) (%) (gpT) (%)
75.83 78.50 2.67 3.27 0.12 1.25 0.10
86.50 93.50 7.00 3.36 0.15 0.53 0.97
133.01 139.11 6.10 1.39 N/C 1.34 1.42
96-044 419285.00 6788984.00 1526.50 152.10 210.0 -60.0 66.00 75.00 9.00 1.76 0.14 0.48 0.05
96-045 419345.44 6788954.26 1523.06 192.02 210.0 -60.0 99.41 110.50 11.09 2.44 0.16 0.67 0.09
101.52 107.50 5.98 3.24 0.20 0.97 0.11
116.39 120.50 4.11 0.97 0.06 0.10 0.02
96-046 419345.68 6788955.02 1522.59 167.64 0.0 -90.0 116.28 117.72 1.44 1.37 0.19 0.58 0.03
96-047 419295.49 6788935.27 1537.51 204.22 210.0 -60.0 No Significant Values
96-048 419364.86 6788906.55 1539.19 201.17 210.0 -60.0 No Significant Values
96-049 418800.99 6789119.79 1458.37 91.44 0.0 -90.0 28.50 34.50 6.00 0.95 0.03 0.19 0.07
96-050 419365.22 6788907.21 1538.75 210.31 0.0 -90.0 124.44 138.50 14.06 1.99 0.11 0.46 0.19
133.50 137.50 4.00 3.72 0.15 0.54 0.43
181.39 182.99 1.60 1.61 0.18 1.42 1.77
96-051 419365.18 6788906.67 1539.13 198.12 210.0 -75.0 116.07 122.50 6.43 1.89 0.20 0.68 0.05
116.07 130.50 14.43 1.19 0.11 0.35 0.04
96-052 418798.66 6789118.94 1458.55 73.15 250.0 -45.0 No Significant Values
96-053 418803.50 6789120.85 1458.82 106.68 70.0 -45.0 43.70 49.93 6.23 1.71 0.08 0.19 0.27
96-054 419392.29 6788974.09 1534.63 274.32 0.0 -90.0 207.18 212.71 5.53 1.72 0.11 1.36 0.61
96-055 418758.36 6789159.47 1448.56 91.13 0.0 -90.0 16.08 24.72 8.64 1.36 0.15 0.38 0.32
96-056 418759.19 6789159.65 1448.61 91.44 70.0 -45.0 39.38 45.86 6.48 3.13 0.15 0.68 0.52
39.38 42.50 3.12 5.10 0.22 1.10 0.88
96-057 418743.23 6789197.65 1448.35 91.44 0.0 -90.0 24.48 30.70 6.22 1.71 0.09 0.35 0.14
96-058 418744.27 6789197.94 1448.74 91.44 70.0 -45.0 48.72 51.66 2.94 0.36 0.03 0.02 0.04
96-059 418739.52 6789196.21 1447.96 67.06 250.0 -45.0 32.40 38.00 5.60 1.44 0.11 0.54 0.24
96-060 419446.49 6788831.67 1571.15 286.51 0.0 -90.0 184.49 190.58 6.09 1.00 0.16 0.38 0.04
233.90 238.30 4.40 1.79 0.17 1.35 0.66
96-061 419562.67 6788940.05 1608.86 399.29 0.0 -90.0 No Significant Values
96-062 419412.55 6788926.94 1540.24 298.69 0.0 -90.0 216.35 229.50 13.15 1.06 0.14 0.93 0.52
96-063 419667.66 6788975.09 1668.63 428.85 0.0 -90.0 No Significant Values
96-064 419401.85 6788808.12 1577.38 280.42 0.0 -90.0 169.00 172.10 3.10 0.78 0.05 0.05 0.02
96-065 419578.60 6788650.08 1635.86 521.20 0.0 -90.0 428.70 460.00 31.30 2.29 0.07 0.53 0.24
453.00 460.00 7.00 6.07 0.05 0.68 0.37

MINOREX CONSULTING LTD.

4

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data

(After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From
To
Int
Cu Co Au Zn
(m)
(m)
(m)
(%) (%) (gpT) (%)
96-066 418877.42 6789081.74 1507.49 152.40 0.0 -90.0 85.25
98.96
13.71
0.71 0.07 0.20 0.08
111.00
116.00
5.00
0.88 0.04 0.08 0.01
96-067 418877.42 6789081.74 1507.49 152.40 70.0 -65.0 96.08
116.37
20.29
1.33 0.11 0.42 0.29
96-068A 419535.21 6788749.07 1600.76 146.30 0.0 -90.0 Abandoned Due to Drilling Difficulties
96-068 419535.21 6788749.07 1600.76 445.01 0.0 -90.0 309.00
319.10
10.10
2.66 0.11 1.44 0.88
96-069 418878.96 6789037.88 1539.12 220.98 0.0 -90.0 No Significant Values
96-070 418878.96 6789037.88 1539.12 185.93 250.0 -70.0 No Significant Values
96-071 418878.96 6789037.88 1539.12 213.36 70.0 -70.0 132.00
138.34
6.34
1.36 0.13 0.43 0.02
97-072 418651.40 6785676.90 1206.60 152.40 250.0 -60.0 No Significant Values; Outside current claim holdings
97-073 419054.10 6785816.40 1325.20 150.27 250.0 -52.0 No Significant Values; Outside current claim holdings
97-074 418832.70 6786164.40 1348.80 182.88 250.0 -50.0 No Significant Values
97-075 418528.50 6786068.10 1236.20 134.11 250.0 -50.0 No Significant Values
97-076 418109.60 6786549.50 1276.20 134.11 250.0 -50.0 No Significant Values
97-077 417686.60 6786374.30 1262.90 140.21 250.0 -50.0 No Significant Values; Outside current claim holdings
97-078 419242.80 6784957.70 1190.20 150.88 250.0 -50.0 No Significant Values; Outside current claim holdings
97-079 418758.20 6786351.10 1335.90 152.40 250.0 -50.0 No Significant Values
97-080 418519.55 6789432.78 1456.79 79.25 70.0 -60.0 No Significant Values
97-081 418632.57 6789372.21 1459.10 158.50 70.0 -50.0 No Significant Values
97-082 418663.89 6789276.55 1450.37 104.85 70.0 -50.0 No Significant Values
97-083 418449.57 6789407.95 1448.16 82.30 70.0 -60.0 No Significant Values
97-084 418835.67 6789231.58 1466.08 103.63 250.0 -85.0 No Significant Values
97-085 418457.17 6789521.52 1482.16 109.73 70.0 -85.0 No Significant Values
97-086 418328.80 6789586.79 1497.64 103.63 70.0 -60.0 No Significant Values
97-087 418313.33 6789690.49 1529.85 67.06 70.0 -50.0 No Significant Values
97-088 418675.09 6789228.33 1446.95 117.35 250.0 -50.0 6.10
15.14
9.04
1.54 0.07 0.34 0.02
10.14
15.14
5.00
2.43 0.11 0.55 0.02
10.14
12.14
2.00
3.57 0.09 0.73 0.03
97-089 419250.31 6789188.79 1492.56 167.34 250.0 -85.0 No Significant Values
97-090 419338.18 6789111.08 1525.24 198.12 250.0 -85.0 No Significant Values
97-091 419387.72 6788850.12 1562.29 368.81 250.0 -85.0 274.70
299.35
24.65
0.81 0.04 0.17 0.09
278.41
282.70
4.29
1.02 0.05 0.26 0.05
292.60
297.85
5.25
1.60 0.03 0.20 0.14
275.70
282.70
7.00
0.88 0.05 0.22 0.09

MINOREX CONSULTING LTD.

5

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data (After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept Mineralized Intercept Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From To Int Cu Co Au Zn
(m) (m) (m) (%) (%) (gpT) (%)
288.70 297.85 9.15 1.15 0.03 0.18 0.13
97-092 419582.34 6788728.99 1615.27 495.91 250.0 -85.0 269.15 271.15 2.00 1.37 0.04 0.09 0.01
419.87 422.00 2.13 1.02 0.05 0.18 0.07
97-093 419431.11 6788891.48 1545.06 350.52 250.0 -85.0 170.25 173.16 2.91 3.20 0.12 0.40 0.39
211.08 213.91 2.83 0.42 0.06 0.83 0.12
217.73 225.72 7.99 0.49 0.04 0.45 0.18
221.58 223.57 1.99 0.97 0.06 1.16 0.50
217.73 223.57 5.84 0.56 0.04 0.54 0.19
97-094 419508.48 6788862.96 1569.80 347.47 250.0 -85.0 218.28 219.95 1.67 2.07 0.13 0.27 0.41
267.40 279.52 12.12 1.30 0.16 1.28 0.58
268.40 271.40 3.00 0.99 0.25 1.49 0.09
274.53 278.70 4.17 1.95 0.12 1.18 0.75
97-095 419464.59 6788739.72 1589.62 416.66 250.0 -85.0 321.67 348.41 26.74 1.36 0.12 0.44 0.23
321.67 323.93 2.26 2.33 0.09 0.95 0.50
345.37 348.41 3.04 2.82 0.13 0.43 0.19
328.35 340.00 11.65 1.30 0.14 0.44 0.13
328.35 336.00 7.65 1.29 0.16 0.48 0.09
97-096 418998.30 6788991.29 1575.06 225.55 250.0 -88.0 164.39 180.65 16.26 1.24 0.09 0.39 0.17
164.39 178.39 14.00 1.34 0.10 0.40 0.18
97-097 419513.44 6788673.08 1615.90 486.46 250.0 -85.0 367.15 371.50 4.35 1.45 0.10 0.41 0.09
367.15 368.50 1.35 2.27 0.11 0.46 0.02
375.50 389.80 14.30 1.64 0.11 0.43 0.22
380.50 384.30 3.80 2.75 0.10 0.47 0.22
385.16 389.80 4.64 1.91 0.15 0.56 0.02
382.58 389.80 7.22 2.02 0.16 0.52 0.06
378.40 389.80 11.40 1.91 0.12 0.45 0.15
381.55 389.80 8.25 2.22 0.14 0.53 0.07
97-098 419122.64 6788958.18 1576.21 234.70 250.0 -75.0 195.46 200.50 5.04 1.39 0.09 0.42 0.40
205.80 210.77 4.97 1.36 0.11 0.36 0.03
195.46 210.77 15.31 1.11 0.09 0.31 0.15
206.70 210.31 3.61 1.40 0.13 0.40 0.03
200.50 205.80 5.30 0.61 0.07 0.16 0.02
97-099 419323.27 6788767.25 1604.46 419.10 250.0 -85.0 No Significant Values

MINOREX CONSULTING LTD.

6

APPENDIX I

Summary of 1966 to 1997 Diamond Drilling Data (After Blanchflower, 1997; Pacific Ridge, 2002)

DDH U.T.M. Elev Lgth Azim Dip Mineralized Intercept Mineralized Intercept Mineralized Intercept
No. Easting Northing (m) (m) (deg) (deg) From To Int Cu Co Au Zn
(m) (m) (m) (%) (%) (gpT) (%)
97-100 419637.53 6788696.56 1637.68 542.85 70.0 -88.0 391.19 406.47 15.28 2.08 0.10 1.54 0.33
395.60 406.47 10.87 2.48 0.12 1.73 0.29
395.60 402.76 7.16 2.80 0.14 2.07 0.17
397.05 402.76 5.71 3.23 0.14 2.30 0.19
399.86 402.76 2.90 3.86 0.11 2.91 0.22
97-101 419234.67 6788849.95 1588.82 296.88 250.0 -88.0 250.04 269.50 19.46 1.98 0.13 0.54 0.34
251.00 267.50 16.50 2.15 0.13 0.58 0.39
255.00 267.50 12.50 2.25 0.13 0.60 0.29
255.00 258.23 3.23 2.76 0.09 0.76 0.35
260.50 267.50 7.00 2.36 0.15 0.59 0.33
97-102 419446.74 6788692.16 1609.43 432.82 250.0 -85.0 341.44 351.47 10.03 2.98 0.10 0.95 0.02
341.44 351.17 9.73 3.03 0.10 0.97 0.02
342.94 351.17 8.23 3.26 0.10 1.10 0.03
342.94 347.76 4.82 3.42 0.09 1.24 0.03
97-103 419579.76 6788643.69 1641.45 531.27 175.0 -80.0 No Significant Values
97-104 419413.70 6788721.40 1603.90 381.00 250.0 -85.0 331.07 339.60 8.53 3.26 0.11 0.94 0.02
97-105 419581.80 6788642.60 1640.10 224.64 175.0 -85.0 No Significant Values
97-106 419639.10 6788695.40 1639.00 500.48 120.0 -85.0 No Significant Values
97-107 419883.30 6788459.60 1811.40 805.28 250.0 -85.0 No Significant Values
97-108 419891.80 6788666.70 1800.20 694.94 250.0 -85.0 No Significant Values
97-109 419346.10 6788812.40 1582.50 359.66 250.0 -85.0 275.43 290.05 14.62 1.38 0.08 0.62 0.30
303.41 310.05 6.64 3.01 0.03 0.26 0.10
97-110 419652.00 6788798.80 1637.40 431.91 250.0 -80.0 384.46 390.74 6.28 1.90 0.13 1.45 1.14
97-111 419762.40 6788735.30 1700.70 520.29 250.0 -82.0 482.42 493.25 10.83 1.41 0.12 1.15 0.96
484.42 493.25 8.83 1.52 0.13 1.22 1.12
97-112 418151.70 6788984.10 1437.50 188.98 250.0 -45.0 No Significant Values
97-113 418063.50 6788536.30 1612.80 197.51 250.0 -45.0 No Significant Values
97-114 420095.50 6788472.90 1769.50 831.19 250.0 -85.0 614.17 616.73 2.56 2.17 0.06 0.20 0.03
615.02 616.73 1.71 2.64 0.06 0.24 0.01
97-115 420094.75 6788472.00 1769.50 825.09 250.0 -80.0 703.60 719.87 16.27 1.28 0.11 0.61 0.21
711.60 719.87 8.27 1.61 0.11 0.49 0.07

MINOREX CONSULTING LTD.