UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month(s) of June, 2000.
BELMONT RESOURCES INC.
(Translation of Registrant's Name Into English)
SEC File Number: 000-29616
#1180 - 666 Burrard Street, Vancouver, B.C. Canada V6C 2X8
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No
--- ---
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-686.
Exhibits
Exhibit 1 - June 16, 2000 Notice of Annual General Meeting, AGM Circular & Proxy
Related Materials
Exhibit 2 - June 15, 2000 Year-End January 31, 2000 Audited Financials c/w Form
61 and Schedules B & C
Exhibit 3 - June 28, 2000 - Form 27 Material Change Report
Exhibit 4 - June 29, 2000 - Form 27 Material Change Report
<PAGE>
Exhibit 1 - June 16, 2000 Notice of Annual General Meeting, AGM Circular & Proxy
Related Materials
BELMONT RESOURCES INC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of BELMONT RESOURCES INC.
(the "Company") will be held on July 24, 2000 at the Company's registered office
located at Suite 2100-1066 West Hastings Street, Vancouver, B.C. at the hour of
10:30 a.m. (Vancouver time) for the following purposes:
1. To receive and consider the Report of the Directors.
2. To receive and consider the audited financial statements of the Company
for the period(s) ending January 31, 2000 together with the auditor's report
thereon.
3. To appoint auditors for the ensuing year and to authorize the Directors
to fix the remuneration to be paid to the auditors.
4. To elect directors to hold office until the next Annual General Meeting.
5. To consider and, if thought fit, approve an ordinary resolution to grant
incentive stock options to insiders, directors and employees of the Company or
its subsidiaries for the purchase of shares in the capital stock of the Company
for such periods, in such amounts, and at such prices per share, as may be
decided by the board of directors in their absolute discretion in accordance
with the policies of the British Columbia Securities Commission and the Canadian
Venture Exchange and subject to acceptance by the British Columbia Securities
Commission and the Canadian Venture Exchange, to ratify and approve the granting
of stock options previously granted to insiders, directors and employees of the
Company, to approve any amendments to previously issued stock option agreements
and to any options which are granted pursuant to this authority, and to approve
the exercise of any of the foregoing options.
6. To consider and, if thought fit, approve an ordinary resolution to grant
incentive stock options to permitted consultants of the Company and/or its
subsidiaries for the purchase of shares in the capital stock of the Company for
such periods, in such amounts, and at such prices per share, as may be decided
by the board of directors in their absolute discretion in accordance with the
British Columbia Securities Commission Blanket Order & Ruling #96/15 and subject
to acceptance by the Canadian Venture Exchange, to ratify and approve the
granting of stock options previously granted to permitted consultants of the
Company, to approve any amendments to previously issued stock option agreements
and to any options which are granted pursuant to this authority, and to approve
the exercise of any of the foregoing options.
7. To consider and, if thought fit, approve an ordinary resolution to
ratify, approve and confirm all lawful acts, contracts proceeding, appointments
and payments of money of and by the directors of the Company since the date of
the Company's last annual general meeting.
8. To transact such other business as may properly come before the meeting.
Shareholders unable to attend the Annual General Meeting in person are requested
to read the enclosed Information Circular and Proxy, then complete, sign and
date the enclosed Proxy and deposit same in the enclosed return envelope
provided for that purpose together with the power of attorney or other
authority, if any, under which it was signed within the time and to the location
set out in the instructions in the enclosed form of Proxy and Information
Circular.
DATED at Vancouver, British Columbia, this 16th day of June, 2000.
BY ORDER OF THE BOARD OF DIRECTORS OF BELMONT RESOURCES INC.
/s/ Gary Musil
Per:
--------------------------
Gary Musil, Director
<PAGE>
BELMONT RESOURCES INC.
INFORMATION CIRCULAR
This information circular contains information as at June 16, 2000.
PERSONS MAKING THIS SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
Proxies by the management of the Company for use at the Annual General Meeting
(the "Meeting") of the members (shareholders) of BELMONT RESOURCES INC. (the
"Company") to be held at the time and place and for the purposes set forth in
the accompanying Notice of Meeting, and at any adjournment thereof. It is
expected that the solicitation will be primarily by mail. Proxies may also be
solicited personally by officers of the Company. The cost of solicitation will
be borne by the Company.
COMPLETION AND VOTING OF PROXIES
Voting at the Meeting will be by a show of hands, each member having one vote,
unless a poll is requested or required (if the number of shares represented by
proxies that are to be voted against a motion are greater than 5% of the votes
that could be cast at the Meeting), in which case each member is entitled to one
vote for each share held. In order to approve a motion proposed at the Meeting
a majority of greater than 50% of the votes cast will be required unless the
motion requires a special resolution in which case a majority of 75% will be
required.
The persons named in the accompanying Proxy are representatives of the Company.
A SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES ON BEHALF OF AN UNREGISTERED
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO
ATTEND AND ACT ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE
PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR INTERMEDIARY MUST STRIKE OUT
THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS NOMINEE
IN THE SPACE PROVIDED OR COMPLETE ANOTHER PROXY.
A shareholder or intermediary may indicate the manner in which the persons named
in the enclosed Proxy are to vote with respect to any matter by checking the
appropriate space. On any poll required by virtue of 5% or more of the
outstanding shares of the Company being represented by proxies at the Meeting
that are to be voted against a matter or by a shareholder or proxyholder
requesting a poll, those persons will vote or withhold from voting the shares in
respect of which they are appointed in accordance with the directions, if any,
given in the Proxy.
If the shareholder or intermediary wishes to confer a discretionary authority
with respect to any matter, then the space should be left blank. IN SUCH
INSTANCE, THE NOMINEE, IF ONE IS PROPOSED BY MANAGEMENT, INTENDS TO VOTE THE
SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION. The enclosed Proxy,
when properly signed, also confers discretionary authority with respect to
amendments or variations to the matters identified in the Notice of Meeting and
with respect to other matters which may be properly brought before the Meeting.
At the time of printing this Circular the management of the Company is not aware
that any such amendments, variations or other matters are to be presented for
action at the Meeting. If, however, other matters which are not now known to
the management should properly come before the meeting, the Proxies hereby
solicited will be exercised on such matters in accordance with the best
judgement of the nominees.
<PAGE>
The Proxy must be dated and signed by the shareholder or by his attorney
authorized in writing or by the intermediary. In the case of a corporation, the
Proxy must be executed under its corporate seal or signed by a duly authorized
officer or attorney for the corporation and the Proxy must be accompanied by the
minutes of a meeting of the directors or the resolutions of the directors of
that corporation appointing such person as the duly authorized officer or
attorney for the corporation.
COMPLETED PROXIES TOGETHER WITH THE POWER OF ATTORNEY AND OTHER AUTHORITY, IF
ANY, UNDER WHICH IT WAS SIGNED OR A NOTARIALLY CERTIFIED COPY THEREOF MUST BE
DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, THE CIBC MELLON TRUST
COMPANY, 1600-1066 WEST HASTINGS STREET, VANCOUVER, B.C. V6E 3X1 AT LEAST 48
HOURS, (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE
MEETING OR ADJOURNMENT THEREOF.
REVOCATION OF PROXIES
A shareholder or intermediary who has given a Proxy has the power to revoke it.
Revocation can be effected by an instrument in writing signed by the
intermediary or shareholder or his attorney authorized in writing, and, in the
case of a corporation, executed under its corporate seal or signed by a duly
authorized officer or attorney for the corporation and either delivered to the
registered office of the Company at Suite 2100-1066 West Hastings Street,
Vancouver, B.C. V6E 3X2, at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, or deposited with
the Chairman of the Meeting on the day of the Meeting, prior to the hour of
commencement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the Directors or Senior Officers of the Company, nor any person who has
held such a position since the beginning of the last completed financial year of
the Company, nor any proposed nominee for election as a Director of the Company,
nor any associate or affiliate of the foregoing persons, has any substantial or
material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted on at the Meeting other than
the election of Directors, and the matters set out under the heading
"Particulars of Other Matters to be Acted On".
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company has only one class of shares entitled to be voted at the Meeting,
namely, common shares without par value. All issued shares are entitled to be
voted at the Meeting and each has one non-cumulative vote. 20,653,012 common
shares of the Company are presently issued and outstanding.
To the knowledge of the Directors and Senior Officers of the Company, only the
following persons beneficially own, directly or indirectly, or exercises control
or direction over shares carrying more than 10% of the voting rights attached to
all outstanding shares of the Company which have the right to vote in all
circumstances.
Number of Percentage of
Name Shares Outstanding Shares
---- --------- ------------------
CDS & Co.* 14,704,718 71.2%
CEDE & Co.* 3,678,694 17.8%
*the beneficial holders of shares of this company are unknown to the directors
and officers of the Company.
<PAGE>
ELECTION OF DIRECTORS
The management proposes to nominate the persons named in the following table for
election as Directors of the Company. Each Director elected will hold office
until the next Annual General Meeting at which time he may be re-elected or his
successor may be elected, or unless his office is earlier vacated in accordance
with the Articles of the Company, or he becomes disqualified to act as a
Director.
Management proposes to fix the number of directors of the Company at 7 and
proposes to nominate each of the following persons for election as directors.
The following information concerning the nominees is furnished by each
individual nominee.
<TABLE>
<CAPTION>
Name, Position and Residence Principal Occupation or Employment Period a Director of the Shares
Company Beneficially
Owned
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vojtech Agyagos Businessman Since December 17, 1996 189,500
North Vancouver
British Columbia, Canada
President and Director
Gary Musil 1988-present: Director/Secretary of Since August 14, 1992 23,200
Vancouver E.T.C. Industries Ltd.; 1999-present:
British Columbia, Canada Secretary of Montoro Resources Inc.;
2000-present: Director of Montoro
Resources Inc; 1990-1996: Director of
Veto Resources Ltd.; 1990 - 1999:
Accountant/Manager of 311180 B.C.
Ltd.; 1988-1996: Director/Secretary
of El Bravo Gold Mining Ltd.; Dec.
1999 to present: Chief Financial
Officer
Kenneth B. Liebscher 1992-present: Director/President of. Since May 1, 1992 5,000
Vancouver, E.T.C. Industries Ltd.; 1998-present:
British Columbia, Canada Director of Montoro Resources Inc.;
Director General Manager, U.S. & Foreign
Communications Company
Peter P.H. John 1979-present: Self-employed Since April 11, 1996 500,000
Valladolid Spain industrial designer
Director
Peter E. Serck Businessman Since August 22, 1996 59,000
Toronto, Ontario, Canada
Director
Nicolo Bellanca 1999-present: Director of E.T.C. Since April 11, 1996 599,500
Aviano, Italy Industries Ltd.; 1995-present:
Director Director of Montoro Resources Inc.;
1990-present: Tourism Director
Jake Bottay 1987 - present: Businessman Since February 18, 2000 Nil
West Vancouver 1996 - present: Director of E.T.C.
British Columbia, Canada Industries Ltd.
Director
</TABLE>
The foregoing table provides the approximate number of shares of the Company
carrying the right to vote in all circumstances beneficially owned, directly or
indirectly, or over which control or direction is exercised by each proposed
nominee as at the date hereof.
All of the persons named above are residents of Canada, except for Peter John
who is a German resident and Nicolo Bellanca who is an Italian resident. Details
of remuneration paid to the Company's executive officers is set out under the
heading "Remuneration of Management and Executive Compensation" below.
The Company's audit committee consists of Gary Musil, Kenneth B. Liebscher and
Peter E. Serck.
Advance notice of this meeting inviting nomination for directors of the Company
as required by Section 111 of the Company Act, British Columbia, was published
-----------
in the Vancouver Province Newspaper on May 29, 2000 and delivered to the British
Columbia Securities Commission and the Canadian Venture Exchange.
<PAGE>
REMUNERATION OF MANAGEMENT AND EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
Awards Payouts
-----------------------------------------------------------------------------------------------------------------
Restricted
Other Securities Shares or
Jan 31 Annual Under Restricted All Other
Name and Compen- Options Share LTIP Compen-
Principal Year Salary Bonus sation Granted* Units Payouts sation
Position
Ending ($) ($) ($) (#) ($) ($) ($)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vojtech Agyagos 2000 54,000(1) Nil Nil 75,000(3) Nil Nil Nil
Vojtech Agyagos 1999 54,000(1) Nil Nil 300,000(2) Nil Nil Nil
Vojtech Agyagos 1998 54,000(1) Nil Nil Nil Nil Nil Nil
-----------------------------------------------------------------------------------------------------------------
</TABLE>
1 Management Fees - amended to $4,500 per month effective April 1, 1997
2 Options were granted on February 24, 1998 and were exercisable up to
February 24, 2000 at a price of $0.56 per share. 144,000 were re-priced at
$0.32 on September 17, 1999.
3 Options were granted on September 17, 1999 and are exercisable up
to September 17, 2001 at a price of $0.32 per share.
The above-named executive officer(s) was/were not employed by the Company or any
subsidiary of the Company.
OPTION/SAR GRANTS DURING THE
MOST RECENTLY COMPLETED FINANCIAL YEAR
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Market Value
% of Total of Securities
Securities Options Underlying
Under Granted to Options on
Options Employees in Exercise Price the Date of
Granted Financial or Base Price Grant Expiration
Name (# common Year ($/Security) ($/Security) Date
shares)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vojtech Agyagos 75,000 4.3 $0.32 Nil September 17, 2001
----------------------------------------------------------------------------------------------------
</TABLE>
AGGREGATE OPTION/SAR EXERCISES DURING
THE MOST RECENTLY COMPLETED FINANCIAL
YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
--------------------------------------------------------------------------------
Value of
Unexercised in the
Unexercised Money Options at
Options at FY-End FY-End
(#) ($)
Securities Aggregate Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise ($) Unexercisable Unexercisable
(#)
--------------------------------------------------------------------------------
Vojtech 24,000 Nil 219,000 $10,950
Agyagos
--------------------------------------------------------------------------------
<PAGE>
There are no employment contracts between either the Company or its subsidiaries
and the above-named executive officers.
Neither the Company or any of its subsidiaries has any plan or arrangement with
respect to compensation to its executive officers which would result from the
resignation, retirement or any other termination of employment of the executive
officers' employment with the Company and its subsidiaries or from a change of
control of the Company or any subsidiary of the Company or a change in the
executive officers' responsibilities following a change in control, where in
respect of an Executive Officer the value of such compensation exceeds $100,000.
The Company has no standard arrangement pursuant to which Directors are
compensated by the Company for their services in their capacity as Directors
other than the unissued treasury shares that may be issued upon the exercise of
the Directors' Stock Options. There has been no other arrangement pursuant to
which Directors were compensated by the Company in their capacity as Directors
except as disclosed herein and in the financial statements attached hereto.
None of the Directors or Senior Officers of the Company, nor any proposed
nominee for election as a director of the Company, nor any associate or
affiliate of such persons, are or have been indebted to the Company at any time
since the beginning of the Company's last completed financial year.
The Company has no pension plan.
INTEREST OF MANAGEMENT AND INSIDERS IN MATERIAL TRANSACTIONS
------------------------------------------------------------
None of the Directors or Senior Officers of the Company, nor any proposed
nominee for election as a Director of the Company, nor any person who
beneficially owns, directly or indirectly, shares carrying more than 10% of the
voting rights attached to all outstanding shares of the Company, nor any
associate or affiliate of the foregoing persons has any material interest,
direct or indirect, in any transaction since the commencement of the Company's
last completed financial year or in any proposed transaction which, in either
case, has or will materially affect the Company, except as disclosed herein and
the financial statements attached hereto.
APPOINTMENT OF AUDITORS
-----------------------
The persons named in the enclosed Proxy will vote for the appointment of Dale,
Matheson, Carr-Hilton, Chartered Accountants, of Vancouver, British Columbia, as
Auditors for the Company to hold office until the next Annual General Meeting of
the shareholders, at a remuneration to be fixed by the Directors.
MANAGEMENT CONTRACTS
There are no other management functions of the Company or a subsidiary thereof
which are to any substantial degree performed by a person other than the
directors or senior officers of the Company or a subsidiary thereof. Refer to
the heading "Remuneration of Management and Executive Compensation" for further
details with respect to management contracts.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
1. Incentive Stock Options
It is the policy of the Canadian Venture Exchange that shareholder approval to
the granting of options be received prior to the exercise of incentive stock
options granted to directors and employees and with respect of amendments to an
incentive stock option agreement if the option as originally constituted was
approved by shareholders or the optionee is a director or employee of the
Company at the time of the amendment.
Accordingly, shareholder approval will be sought for an ordinary resolution to
grant incentive stock options to insiders, directors and employees of the
Company or its subsidiaries for the purchase of shares in the capital stock of
the Company for such periods, in such amounts, and at such prices per share, as
may be decided by the board of directors in their absolute discretion in
accordance with the policies of the British Columbia Securities Commission and
the Canadian Venture Exchange and subject to acceptance by the British Columbia
Securities Commission and the Canadian Venture Exchange, to ratify and approve
the granting of stock options previously granted to insiders, directors and
employees of the Company, to approve any amendments to previously issued stock
option agreements and to any options which are granted pursuant to this
authority, and to approve the exercise of any of the foregoing options.
The shareholders of the Company will also be asked to pass a resolution at the
meeting authorizing the directors to grant incentive stock options to permitted
consultants of the Company and/or its subsidiaries for the purchase of shares in
the capital stock of the Company for such periods, in such amounts, and at such
prices per share, as may be decided by the board of directors in their absolute
discretion in accordance with the British Columbia Securities Commission Blanket
Order & Ruling #96/15 and subject to acceptance by the Canadian Venture
Exchange, to ratify and approve the granting of stock options previously granted
to permitted consultants of the Company, to approve any amendments to previously
issued stock option agreements and to any options which are granted pursuant to
this authority, and to approve the exercise of any of the foregoing options.
BOR#96/15 outlines the requirements and procedures associated with the granting
of stock options to permitted consultants which include, among other things,
that approval of disinterested members be provided prior to the exercise of
stock options granted to a permitted consultant who is a related person (as
defined in BOR#96/15). Pursuant to Canadian Venture Exchange Policies, the
foregoing options must be approved by a majority of votes cast at a
shareholders' meeting other than votes attached to securities beneficially owned
by insiders of the Company, and associates of insiders. Non-voting and
subordinate voting shares, if any, are to be given full voting rights in these
circumstances. Accordingly, any person who has been granted an option as a
permitted consultant which has not been previously approved by shareholders or
may be granted an option as a permitted consultant prior to the next annual
general meeting will not be permitted to vote on this resolution.
OTHER MATERIAL FACTS
--------------------
Management of the Company is not aware of any other matter to come before the
Meeting other than as set forth herein and in the Notice of Meeting. If any
other matter properly comes before the Meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares represented
thereby in accordance with their best judgement on such matter.
DATED this 16th day of June, 2000.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/Gary Musil
Per:
---------------------------
Gary Musil, Director
<PAGE>
BELMONT RESOURCES INC.
PROXY
FOR THE ANNUAL GENERAL MEETING
TO BE HELD JULY 24, 2000.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE COMPANY.
The undersigned member of BELMONT RESOURCES INC. (the "Company") hereby appoints
Vojtech Agyagos, a director of the Company, or failing him Gary Musil, a
director of the Company, or instead of the foregoing as proxyholder to attend
the Annual General Meeting of the Company to be held on July 24, 2000 at the
Company's registered office located at Suite 2100-1066 West Hastings Street,
Vancouver, B.C. at the hour of 10:30 a.m. (Vancouver time) and at any
adjournment thereof and to vote the shares in the capital of the Company held by
the undersigned with respect to the matters set forth below:
1. Appointment of Dale, Matheson, Carr-Hilton, Chartered Accountants, of
Vancouver, British Columbia, as auditors for the ensuing year and to authorize
the Directors to fix the remuneration to be paid to the auditor.
VOTE FOR VOTE WITHHELD
--------- ---------
2. Fixing the number of directors at 7.
VOTE FOR AGAINST
--------- ---------
3. Election of the following persons to the board of directors of the
Company.
Vojtech Agyagos VOTE FOR WITHHELD
--- ---
Kenneth B. Liebscher VOTE FOR WITHHELD
--- ---
Gary Musil VOTE FOR WITHHELD
--- ---
Peter E. Serck VOTE FOR WITHHELD
--- ---
Peter P.H. John VOTE FOR WITHHELD
--- ---
Nicolo Bellanca VOTE FOR WITHHELD
--- ---
Jake Bottay VOTE FOR WITHHELD
--- ---
4. Approval of an ordinary resolution to grant incentive stock options to
insiders, directors and employees of the Company or its subsidiaries for the
purchase of shares in the capital stock of the Company for such periods, in such
amounts, and at such prices per share, as may be decided by the board of
directors in their absolute discretion in accordance with the policies of the
British Columbia Securities Commission and the Canadian Venture Exchange and
subject to acceptance by the British Columbia Securities Commission and the
Canadian Venture Exchange, to ratify and approve the granting of stock options
previously granted to insiders, directors and employees of the Company, to
approve any amendments to previously issued stock option agreements and to any
options which are granted pursuant to this authority, and to approve the
exercise of any of the foregoing options.
VOTE FOR AGAINST
--- ---
5. Approval of an ordinary resolution to grant incentive stock options to
permitted consultants of the Company and/or its subsidiaries for the purchase of
shares in the capital stock of the Company for such periods, in such amounts,
and at such prices per share, as may be decided by the board of directors in
their absolute discretion in accordance with the British Columbia Securities
Commission Blanket Order & Ruling #96/15 and subject to acceptance by the
Canadian Venture Exchange, to ratify and approve the granting of stock options
previously granted to permitted consultants of the Company, to approve any
amendments to previously issued stock option agreements and to any options which
are granted pursuant to this authority, and to approve the exercise of any of
the foregoing options.
VOTE FOR AGAINST
--- ---
<PAGE>
6. Approval of an ordinary resolution to ratify, approve and confirm all
lawful acts, contracts proceeding, appointments and payments of money of and by
the directors of the Company since the date of the Company's last annual general
meeting.
VOTE FOR AGAINST
--- ---
7. To approve such other business as may properly come before the meeting as
the proxyholder, in his sole discretion, may see fit.
VOTE FOR AGAINST
--- ---
The shares represented by this proxy may be voted on the above items by marking
an "X" in the space provided for that purpose.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.
DATED and SIGNED this day of, 2000.
----- ----------
-------------------------------------
NAME (Please Print) SIGNATURE
------------------------------------- -----------------------------
Address of Member Number of shares held
-------------------------------------
City/Province/Postal Code
<PAGE>
NOTES
-----
1. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM
VOTING ON ANY POLL REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE
INSTRUCTIONS ARE CERTAIN) OR REQUIRED BY VIRTUE OF 5% OR MORE OF THE OUTSTANDING
SHARES OF THE COMPANY BEING REPRESENTED BY PROXIES AT THE MEETING THAT ARE TO BE
VOTED AGAINST A MATTER. IF THE SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES
ON BEHALF OF AN UNREGISTERED SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO
ANY OF THE ITEMS HEREIN BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT
PURPOSE, THE SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE.
IF NO CHOICE IS SPECIFIED, THE PROXYHOLDER, IF ONE PROPOSED BY MANAGEMENT,
INTENDS TO VOTE THE SHARES AS IF THE SHAREHOLDER HAD SPECIFIED AN AFFIRMATIVE
VOTE. IF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF
MEETING ARE PROPOSED AT THE MEETING OTHER THAN THE ELECTION OF DIRECTORS AND THE
APPOINTMENT OF AUDITORS OR IF ANY OTHER MATTERS PROPERLY COME BEFORE THE
MEETING, DISCRETIONARY AUTHORITY IS HEREBY CONFERRED WITH RESPECT THERETO.
2. A SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES ON BEHALF OF AN
UNREGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT ON HIS BEHALF AT THE MEETING OTHER THAN THE
PERSONS NAMED IN THE PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR
INTERMEDIARY MUST STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND
INSERT THE NAME OF HIS NOMINEE IN THE SPACE PROVIDED OR COMPLETE ANOTHER PROXY.
3. This Proxy will not be valid unless it is dated and signed by the
shareholder, by his attorney authorized in writing or by the intermediary. In
the case of a corporation, this Proxy must be signed under its corporate seal or
signed by a duly authorized officer or attorney of the company.
4. To be effective, the Proxy together with the power of attorney or other
authority, if any, under which it was signed or a notarially certified copy
thereof must be deposited with the Company's Registrar and Transfer Agent, THE
CIBC MELLON TRUST COMPANY, 1600-1066 WEST HASTINGS STREET, VANCOUVER, B.C. V6E
3X1, at least 48 hours before the time of the meeting, excluding Saturdays,
Sundays and holidays, or with the Chairman of the Meeting prior to commencement
of the meeting.
5. This proxy is solicited by management of the Company.
Your name and address are shown as registered - please notify the Company of any
change in your address.
<PAGE>
Exhibit 2 - June 15, 2000 Year-End January 31, 2000 Audited Financials c/w Form
61 and Schedules B & C
BELMONT RESOURCES INC.
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
AUDITORS' REPORT
To the Shareholders of
Belmont Resources Inc.
We have audited the consolidated balance sheets of Belmont Resources Inc. as at
January 31, 2000 and 1999 and the consolidated statements of deficit,
operations, and cash flows for each of the years then ended. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the company as at
January 31, 2000 and 1999 and the results of its operations and cash flows for
each of the years then ended in accordance with generally accepted accounting
principles. As required by the Company Act of British Columbia, we report that,
in our opinion, these principles have been applied on a basis consistent with
that of the preceding year.
/s/DALE, MATHESON,CARR-HILTON
Vancouver, B.C.
June 15, 2000 CHARTERED ACCOUNTANTS
<PAGE>
BELMONT RESOURCES INC.
CONSOLIDATED BALANCE SHEETS - JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2000 1999
$ $
ASSETS
CURRENT ASSETS
Cash 906,785 29,809
Term deposit 370,296 200,000
Marketable securities (Note 3) 2,100,149 3,437,100
Accounts receivable (Note 10) 11,266 17,436
Refundable deposit (Note 4) 100,000 -
Prepaid expenses 6,129 3,486
---------- ----------
3,494,625 3,687,831
MARKETABLE SECURITIES (Note 3) - 2,291,400
ADVANCES (Note 5) 1 55,000
DEFERRED ACQUISITION COSTS (Note 13(a)) 16,040 -
CAPITAL ASSETS (Note 6) 5,451 3,662
RESOURCE INTERESTS (Note 7) 634,157 5,557,846
--------------------------------------------------------------------------------
4,150,274 11,595,739
APPROVED ON BEHALF OF THE BOARD
/s/Kenneth B. Liebscher Director
-------------------------
/s/Gary Musil Director
-------------------------
- See Accompanying Notes -
<PAGE>
BELMONT RESOURCES INC.
CONSOLIDATED BALANCE SHEETS - JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2000 1999
$ $
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities 28,772 45,744
Future income taxes (Note 8) - 568,603
---------- ----------
28,772 614,347
DUE TO SHAREHOLDERS - 220
NON-CONTROLLING INTEREST (Note 2(a)) - 8,673
FUTURE INCOME TAXES (Note 8) - 539,837
---------- ----------
28,772 1,163,077
---------- ----------
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Note 9) 13,605,585 13,520,425
DEFICIT (9,484,083) (3,087,763)
---------- ----------
4,121,502 10,432,662
4,150,274 11,595,739
COMMITMENTS (Note 11)
- See Accompanying Notes -
<PAGE>
BELMONT RESOURCES INC.
CONSOLIDATED STATEMENTS OF DEFICIT
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2000 1999
$ $
BALANCE, beginning of year (3,087,763) (7,201,139)
NET (LOSS) INCOME FOR THE YEAR (6,396,320) 4,113,376
BALANCE, end of year (9,484,083) (3,087,763)
- See Accompanying Notes -
<PAGE>
BELMONT RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2000 1999
$ $
REVENUE
Interest income 7,753 14,282
Gain on sale of oil and gas property (Note 7(d)) - 5,443,750
---------- ----------
7,753 5,458,032
---------- ----------
EXPENSES
Amortization 14,626 916
Audit and accounting 10,199 13,068
Foreign exchange loss 10,346 2,419
Interest and bank charges 596 1,075
Legal 3,625 17,831
Management fees 54,000 54,000
Office and sundry 24,873 9,900
Project investigation 31,755 1,077
Regulatory and filing fees 6,877 5,811
Rent 18,000 18,000
Telephone and facsimile 5,555 6,909
Transfer agent fees 12,458 12,154
Travel and promotion 25,539 22,650
Secretarial and administration services 66,715 57,995
Shareholder relations 14,040 12,411
---------- ----------
299,204 236,216
---------- ----------
LOSS BEFORE OTHER ITEMS (291,451) (5,221,816)
---------- ----------
OTHER ITEMS
Write-down of resource interests (5,017,439) -
Recovery of minority interest 8,673 -
Loss on marketable securities (Note 3)-disposals (1,502,354) -
-write-downs (647,407) -
Write-down of advances (54,999) -
Gain on disposal of capital assets 217 -
---------- ----------
(7,213,309) -
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (7,504,760) 5,221,816
FUTURE INCOME TAX PROVISION (RECOVERY) (1,108,440) 1,108,440
NET INCOME (LOSS) FOR THE YEAR (6,396,320) 4,113,376
(LOSS) EARNINGS PER SHARE (Note 2(f))-basic (0.32) 0.21
-fully diluted n/a 0.20
- See Accompanying Notes -
<PAGE>
BELMONT RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2000 1999
$ $
CASH FLOWS PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net (loss) income for the year (6,396,320) 4,113,376
Add non-cash items:
Amortization 14,626 916
Gain on disposal of capital assets (217) -
Future income tax provision (recovery) (1,108,440) 1,108,440
Loss on marketable securities 2,149,761 -
Gain on sale of oil and gas property - (5,443,750)
Write-down of resource interests 5,017,439 -
Recovery of minority interest (8,673) -
Write-down of advances 54,999 -
---------- ----------
(276,825) (221,018)
Net changes in non-cash working capital items
Accounts receivable 6,170 (6,883)
Refundable deposit (100,000) -
Prepaid expenses (2,643) 5,250
Accounts payable and accrued liabilities (16,972) (7,302)
---------- ----------
(390,270) (229,953)
---------- ----------
INVESTING ACTIVITIES
Mineral property expenditures (84,201) (333,801)
Proceeds on sale of marketable securities 1,486,090 -
Advances - (55,000)
Proceeds on sale of capital assets 24,474 -
Acquisition of capital assets (2,801) -
Deferred acquisition costs (16,040) -
---------- ----------
1,407,522 (388,801)
---------- ----------
FINANCING ACTIVITIES
Issuance of share capital 30,240 211,040
Due to shareholders (220) -
---------- ----------
30,020 211,040
---------- ----------
INCREASE (DECREASE) IN CASH 1,047,272 (407,714)
CASH, beginning of year 229,809 637,523
CASH, end of year 1,277,081 229,809
CASH REPRESENTED BY
Cash 906,785 29,809
Term deposit 370,296 200,000
1,277,081 229,809
- See Accompanying Notes -
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
1. OPERATIONS
The Company's primary business is acquisition exploration and development of
resource interests. Funding for operations is raised through public and private
share offerings and sale of resource interests.
The Company, through its subsidiary, holds the mining rights and certain
equipment for a mineral property that was previously state owned and mined by
the Slovakian government. The Company is in the process of assessing the
feasibility of reworking and reopening the mine. (Note 7(a)).
Future operations are dependant on the Company's ability to raise sufficient
funding through share offerings, sale of investments, debt or profitable
operations to support current and future expenditures.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Consolidation
These financial statements include the accounts and operations of Slovgold
Slovakia s.r.o. (SSSRO). The Company owns 51% interest pursuant to a share
acquisition agreement. (Note 7(a)). All significant intercompany transactions
and balances have been eliminated. The non-controlling interest was recorded at
historical cost within the subsidiary. As a result of the write-down of the
resource interests (Note 7(a)), a substantial deficit exists within the
subsidiary. Under GAAP a minority interest is not recognized in a deficit.
Accordingly the non-controlling interest has been reversed in the current year.
SSSRO has a fiscal year end of December 31 for government filing
requirements.
The accounts and operations of SSSRO have been consolidated as at and for
the periods January 1 to December 31, 1999 and 1998.
b) Capital assets
Capital assets not directly associated with resource interests are recorded
at cost. Amortization is provided at 20% per annum on a declining balance
basis. Amortization of capital assets directly related to resource interests is
capitalized in mineral interests where they relate to direct exploration
expenditures.
c) Resource interests
Costs incurred in respect of resource interests during the exploration and
development stage are capitalized together with the cost of acquisition until
such time as a property is in commercial production, sold or abandoned.
The recoverable value of resource interests, as reported on the balance sheet,
is dependant upon future commercial success or proceeds from disposition.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2. SIGNIFICANT ACCOUNTING POLICIES - CONT'D
c) Resource interests - Cont'd
The Company reviews its resource interests whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable in relation to expected future cash flows. Should an impairment in
carrying amount be indicated, a write-down to estimated recoverable value would
be recorded at that time. (Note 7(a))
Proceeds on dispositions of partial resource interests on properties are
credited as a reduction of carrying costs. No profit or loss is realized until
all the related costs have been offset by disposition proceeds. If a property
is placed into commercial production, accumulated costs to production will be
amortized based on units of production or depletion.
d) Administrative costs
Administrative costs not directly associated with resource interests are
recognized as period costs and are expensed in the period incurred.
e) Translation of foreign currencies
The Company's functional currency is Canadian dollars. Monetary assets and
liabilities are translated at the exchange rate in effect at the balance sheet
date, and non-monetary assets and liabilities are translated at exchange rates
at acquisition date. Revenues and expenses are translated at rates
approximating exchange rates in effect at the time of the transactions.
Exchange gains or losses arising on translation of current monetary items are
included in operations for the year.
f) Earnings (loss) per share
Basic earnings (loss) per share is calculated using the weighted average number
of common shares outstanding. Fully diluted earnings per share, assuming that
all outstanding share purchase options were exercised at the beginning of the
period, has been presented for the 1999 year, however, the effect for 2000 is
anti-dilutive and no adjustment has been made.
g) Income taxes
The Company has adopted CICA Handbook Section 3465 "Future Income Taxes" which
replaces "deferred income taxes". This accounting guideline applies
retroactively to record the effects of future income taxes using the expected
rate of tax payable on temporary differences between the accounting and tax
basis of assets.
Future income taxes recorded for the 1999 fiscal year resulted from the
recognition of a gain on sale of a resource interest where share consideration
was received as proceeds. The tax payable on the disposition was deferred for
income tax purposes. Current year losses and available tax loss carryforwards,
have been recognized only to the extent they can be utilized to offset current
and expected taxable capital gains on the sale of the shares received.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2. SIGNIFICANT ACCOUNTING POLICIES - CONT'D
h) Measurement uncertainty
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period.
Significant areas requiring the use of management estimates relate to the
carrying value of the investment in securities and the determination of
impairment of assets, and their useful lives for depreciation, amortization and
income taxes. Financial results as determined by actual events could differ
from those estimates.
The recorded cost of the Slovakian property was based on the estimated value of
the share consideration paid. The Slovakian property has been written-down to
estimated recoverable value in the current year. This value represents an
estimate only. Actual recoverable value may be materially different than the
carrying amount. (Note 7(a)).
i) Financial instruments
The Company holds short-term interest bearing deposits with maturity dates under
30 days bearing interest at current market rates. Accordingly, the fair market
value of these investments are approximately equal to cost.
Other financial instruments include marketable securities (Note 3), accounts
receivable, refundable deposit and accounts payable which are short-term in
nature and are valued at recoverable amounts at the balance sheet date.
j) Risk management
The Company's largest assets at the balance sheet date are the resource
interests in Slovakia held by a Slovakian subsidiary (Notes 7(a)) and the
investment in securities resulting from the sale of an oil and gas interest
(Note 3). The Company could accordingly, be at risk for foreign currency
fluctuations, developing legal and political environments and price fluctuations
in resource sector markets.
The Company does not maintain significant cash or other monetary assets or
liabilities in Slovakia. The Company relies on local consultants for the
management of the Slovakian interests and for legal and accounting matters.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
2. SIGNIFICANT ACCOUNTING POLICIES - CONT'D
k) Uncertainty due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or
after January 1, 2000, and, if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems failure
which could affect an entity's ability to conduct normal business operations.
The Company is not heavily reliant on computerized systems in its operations.
It is not possible to be certain that all aspects of the Year 2000 Issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
3. MARKETABLE SECURITIES
2000 1999
$ $
---- ----
Cost 2,747,556 3,437,100
Long-term portion - 2,291,400
--------- ---------
2,747,556 5,728,500
Less: write-down to market value 647,407 -
--------- ---------
2,100,149 5,728,500
========= =========
Marketable securities are recorded at the lower of cost or market value.
The recorded value of securities received upon the sale of Maseva was discounted
from the quoted market price of US$2.00 per share as the shares received are
subject to a regulatory hold period.
As at the audit report date, the quoted market value of shares had declined
significantly from the year end carrying value to approximately $1,430,500 Cdn.
The recoverable value of the shares will be dependant on the market value and
liquidity upon sale.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
4. REFUNDABLE DEPOSIT
During the year, the Company entered into an initial option agreement to acquire
a 25% interest in EnviGeo Trade s.r.o., a private Slovakian company that owns an
oil and gas exploration license in north-eastern Slovakia. Terms of the
agreement included payment by Belmont of a refundable deposit of $100,000 (paid)
and an additional $400,000 payable within 90 days, subject to Belmont completing
a due diligence assessment of the exploration license.
After completing its due diligence, the Company decided not to exercise its
option under this agreement and requested return of the deposit on May 29, 2000.
As at June 15, 2000 the deposit had not been refunded.
5. ADVANCES
On May 1, 1998, the Company entered into a Memorandum of Understanding with
Vista Developments Ltd., a company incorporated in the Turks and Caicos Islands,
British West Indies. Vista was in the process of obtaining certain rights in
Eastern Europe for acquisitions of oil and gas concessions.
Pursuant to the memorandum, the Company and Vista would enter into a joint
venture agreement, the terms of which have not been specified. The Company
advanced $55,000 to Vista in respect of the memorandum.
As at the year end, no acquisitions or business ventures have resulted from the
arrangement. Vista has acknowledged the indebtedness, however there are no
specified terms of repayment.
Due to uncertainty over the ability of the company to recover the advance or
realize the value through future acquisitions, the amount advanced has been
written down to a nominal value of $1.
6. CAPITAL ASSETS
2000 1999
$ $
---------------------------------------
Accumulated
Cost Amortization Net Net
----- ------------ ---- ----
Office furniture and equipment 9,388 3,937 5,451 3,662
===== ===== ===== =====
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
7. RESOURCE INTERESTS
2000 1999
$ $
---- ----
a) Pezinok II
Acquisition costs 4,918,817 4,918,817
--------- ---------
Exploration costs:
Balance, beginning of year 420,309 342,846
Administration - 2,033
Amortization - 28,412
Building & equipment rentals - 23,614
Consulting 1,500 353
Guard services - 6,939
Legal and accounting - 4,698
Mining supplies - 43
Report and maps - 692
Travel and accommodation 3,545 10,679
--------- ---------
425,354 420,309
--------- ---------
Capital assets 173,268 218,720
--------- ---------
Balance, end of year 5,517,439 5,557,846
Less: write-down (5,017,439) -
--------- ---------
500,000 5,557,846
--------- ---------
b) Lac Rocher # of
Shares Price
------ -----
Acquisition costs Cash 100,000 0.50 55,000 -
Acquisition costs Shares 100,000 0.50 50,000 -
Finder's fee Cash 10,000 0.50 5,500 -
Finder's fee Shares 5,000 -
Less recoveries (37,500) -
--------- ---------
78,000 -
--------- ---------
Exploration costs
Geological report 1,157 -
--------- ---------
79,157 -
--------- ---------
c) Ungava
Acquisition costs Cash 55,000 -
--------- ---------
d) Maseva
Acquisition costs - 72,030
Exploration costs - 212,720
--------- ---------
- 284,750
Less: disposal of mineral property - (284,750)
--------- ---------
- -
--------- ---------
634,157 5,557,846
========= =========
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
7. RESOURCE INTERESTS - CONT'D
a) Pezinok II Mining Concession
By agreement dated May 1, 1996 with Rudne Bane, s.p., a Slovakia State owned
mining corporation, the company's 51% subsidiary acquired 100% interest in the
Pezinok II mining concession, a former producing gold/antimony mine and mill,
located in Pezinok, Slovak Republic.
The Company is maintaining its interest in the Pezinok II mining concessions and
is seeking a joint venture partner to continue development plans.
As a result of depressed gold prices and weak resource sectors world-wide, the
Company has been unable, to date, to find a joint venture partner or commit its
own resources to fund the reopening of the Pezinok mine as planned.
Management feels that based on current gold prices the project is not currently
viable. The mining and environmental permits for reopening the project expired
at the end of 1999. The Company continues to hold the rights to the oncessions,
however to reopen the mining operation new permits will be required. The
Company has not abandoned its interests in the concessions, however due to
uncertainty over the viability of the mining operation at current gold prices
management has determined that a write-down of the carrying value of the
concessions is appropriate.
The ultimate recoverable value will be dependant on future gold prices, the
company's ability to finance a reopening or proceeds of disposition if sold.
Additional write-down's may be required in future. Carrying values will be
reviewed on a periodic basis and appropriate adjustments will be made if
required.
Should the Company be unable to find a joint venture partner or raise funds to
complete the planned program and reinstate its permits, the project may have to
be abandoned.
A write-down of the value of the combined concessions and dedicated capital
assets to estimated recoverable value of $500,000 Cdn. has been recorded in the
current year.
b) Lac Rocher
The Company entered into an agreement dated March 5, 1999 for the right to
acquire a 100% interest in 67 mineral claims located in the Lac Rocher area,
Quebec ("property"). The agreement provides the Company the right to acquire a
100% interest in the property by payment of $55,000 (paid) and issuance of
100,000 common shares (issued) at a deemed price of $0.50 per share.
The property is subject to a 2% NSR with a 1% buy-out for $1,000,000. A
production bonus of 50,000 common shares is payable within 60 days following
commencement of commercial production. The buy-out and the bonus will be
subject to further regulatory review and acceptance.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
7. RESOURCE INTERESTS - CONT'D
b) Lac Rocher-cont'd
On March 16, 1999, the Company entered into an agreement with Montoro Resources
Inc. ("Montoro") whereby Montoro has been granted an option to acquire 50% of
Belmont's 100% interest in the 67 mineral claims located in the La Rocher area
of Quebec. In consideration, Montoro paid Belmont $30,000 and issued 50,000
common shares subject to a one year hold period (received). In addition,
Montoro was required to expend $35,000 on exploration on the property by
September 30, 1999. This has been extended by subsequent agreement to September
30, 2000.
c) Ungava
On January 4, 2000, the Company entered into an option assignment agreement with
Montoro Resources Inc. to acquire a 50% interest in an exploration permit in the
Ungava region of Quebec.
Consideration for this acquisition is as follows:
i) cash payments of $55,000 (paid)
ii) issuance of 50,000 common shares of the Company to Montoro subject to
regulatory approval
iii) completion of a Phase I exploration program in the amount of $30,000 by
September 30, 2000.
d) Maseva Property
On October 9, 1998, the Company entered into an agreement with EuroGas, Inc. to
sell its 90% ownership in Maseva Gas s.r.o. in exchange for 2,500,000 common
shares and warrants for the purchase of up to an additional 2,500,000 shares of
EuroGas at $2.50 U.S. per share. The EuroGas, Inc. shares were assigned an
accounting value of $5,728,500 for the purposes of recording the proceeds of
this disposition and carrying value of the shares received. No value was
assigned to the share purchase warrants. The Company retained a 22.5% working
interest in the overall concession under the agreement. No contribution is
required by the company under the working interest on the first two wells
drilled. All costs incurred up to the date of disposition have been reversed
in the accounts against the sale proceeds. The gain on disposition was recorded
as follows:
$
----
Assigned proceeds for EuroGas, Inc. shares 5,728,500
Less: costs incurred 284,750
-------
Net gain on disposition 5,443,750
=========
The Company is holding the shares for resale as marketable securities.
(Note 3).
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
8. INCOME TAXES
Future income tax expense results from temporary differences between the
recognition of expenses for tax and financial statement purposes as explained in
Note 2(g)). The sources of these differences are as follows:
2000 1999
$ $
------- ----------
Excess of accounting cost over tax
cost of marketable securities 211,867 1,796,440
Excess of amortization over tax
allowance claimed (8,877) (2,600)
Tax loss carryforward applied - (489,690)
Current deduction of capitalized
resource expenditures (202,990) (195,710)
------- ----------
- 1,108,440
Less: current - 568,603
------- ----------
- 539,837
======= ==========
As the criteria for recording the future income tax benefits resulting from
available unutilized tax losses carried forward have not been satisfied. No
future income tax benefit has been recorded for the current year.
9. SHARE CAPITAL
a) Authorized
50,000,000 common shares at no par value
b) Issued
2000 1999
-------------------- ----------------------
$ $
Number Amount Number Amount
Balance, beginning of year 19,600,012 13,520,345 19,223,012 13,309,305
Issued during the year for:
Property acquisitions i) 110,000 55,000 - -
Stock options exercised ii) 54,000 30,240 377,000 211,040
---------- ----------- ---------- ---------
Balance, end of year 19,764,012 13,605,585 19,600,012 13,520,345
========== ========== ========== ==========
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
9. SHARE CAPITAL - CONT'D
i) During the year, 100,000 common shares were issued for a
resource acquisition and 10,000 common shares were issued for a finder's fee.
The shares were issued at a deemed price of $0.50 per share.
ii) During the year, 54,000 stock options were exercised at a
price of $0.56 per shares.
c) Stock Options (Note 13(d))
At the year end, the Company had share purchase options outstanding to directors
and employees as follows:
Number of Exercise Expiry
Shares Price Date
--------- -------- ------
889,000 0.32 February 24, 2000 (exercised)
850,000 0.32 September 17, 2001
230,000 0.32 January 13, 2002
-----------
1,969,000
=========
d) Escrow and pooled shares
There are no shares held in escrow or subject to pooling agreements as at the
year end.
10. RELATED PARTY TRANSACTIONS
a) During the year the Company incurred:
i) $58,420(1999-$55,350) for administrative services charged by a
company controlled by a director, and $18,000 (1999-$18,000) for rent to
another company controlled by a director.
ii) $54,000 (1999-$54,000) in management and consulting fees were
charged by a director of the Company
b) Included in accounts receivable are:
i) an amount of $2,367 (1999-$2,742) owing by a corporation
controlled by two directors of the Company.
ii) an amount of $Nil (1999-$798) owing by a corporation controlled
by a director of the Company.
c) Included in accounts payable at January 31, 2000 is an amount of $4,745
(1999-$1,280) due to two directors and a company controlled by a director.
d) Related party transactions have been recorded at their dollar exchange
amount.
(See Notes 11 and 13).
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
11. COMMITMENTS
a) In January 1997, the Company entered into a two year management
agreement, renewable for a further two years, with a director to provide
management and consulting services. The agreement provides for compensation of
$4,500 per month.
b) The Company entered into an office rental agreement with a company
controlled by a director. The Company pays $1,500 per month renewable on a
monthly basis.
c) Acquisition (Note 13(a)).
12. SEGMENTED INFORMATION
Identifiable assets by geographic location: 2000 1999
$ $
---- ----
Canada 3,504,538 6,026,997
Slovakia 645,736 5,568,742
---------- ---------
4,150,274 11,595,739
========== ==========
13. SUBSEQUENT EVENTS
a) The Company signed an agreement on February 26, 2000 with vendors to
acquire a 57% interest in Rozmin s.r.o., a private Slovakian mining company
which controls a talc deposit in the eastern Slovak Republic. The total cash
consideration for the transaction is 2,850,000 German marks ($2.061 million
Cdn.).
A finder's fee of 150,000 German marks ($104,240 Cdn.) has been paid.
Regulatory approval was received April 3, 2000 and the acquisition
completed in two stages in mid April, 2000.
As at the year end, $16,040 in costs had been incurred in connection with due
diligence and legal services.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
13. SUBSEQUENT EVENTS-CONT'D
The acquisition will be accounted for using the purchase method. Unaudited
pro-forma information at April 30, 2000 relating to the acquisition is as
follows:
Tangible assets to be acquired (book value): $
----
Cash 120,863
Other current assets 53,871
Mineral interests 2,039,568
Capital assets 30,624
-----------
2,244,926
-----------
Direct liabilities to be acquired:
Accounts payable and other 243,551
Minority interest 860,591
-----------
1,104,142
-----------
Net assets to be acquired 1,140,784
Purchase consideration 2,181,293
-----------
Excess consideration to be allocated
to mineral interests 1,040,509
===========
Transactions between the acquisition date of April 14, 2000 and April
30, 2000 are not material.
b) 889,000 shares were issued for stock options exercised for proceeds of
$284,480.
c) The Company sold 565,800 Eurogas, Inc. shares for net proceeds of $882,653.
d) 75,000 stock options were granted to directors and employees at a price of
$0.50 per share expiring in February 18, 2002.
e) On April 24, 2000, the Company, through one of its directors, advanced a
refundable deposit of $150,000 in respect of an oil concession in Eastern
Europe. After completing due diligence, the Company decided not to proceed.
The deposit was refunded plus interest in May 2000.
f) In April 2000, the Company received short-term loans totalling $100,000
from a director and a company controlled by a person related to the director.
The loans were repaid in May 2000.
<PAGE>
BELMONT RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000 AND 1999
(IN CANADIAN DOLLARS)
14. NON-CASH TRANSACTIONS
During the year the Company had the following non-cash transactions:
a) Issuance of share capital for resource interest acquisition. $55,000
b) Receipt of marketable securities for recovery of mineral
interest acquisition costs 7,500
15. LOSS CARRY FORWARD
The Company has available non capital losses which may be carried forward to
apply against future income for tax purposes as follows:
Amount
Available to $
------------ ------
2001 94,776
2002 64,238
2003 37,715
2004 245,827
2005 255,447
2006 218,599
2007 259,655
---------
1,176,257
=========
The future potential income tax benefits of these losses has not been recorded
in these financial statements.
16. COMPARATIVE FIGURES
Certain of the 1999 comparative figures have been reclassified to conform with
current presentation.
Quarterly Report FORM 61
ISSUER DETAILS
For Quarter Ended: January 31, 2000
Date of Report: June 15, 2000
Name of Issuer: BELMONT RESOURCES INC.
Issuers Address: #1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Issuer Fax Number: 604-683-1350
Issuer Phone Number: 604-683-6648
Contact Person: Gary Musil
Contact Position: Secretary/Director
Contact Telephone Number: 604-684-6648
--------------------------------------------------------------------------------
CERTIFICATE
The One/Two schedules required to complete this Quarterly Report are attached
and the disclosure contained therein has been approved by the Board of
Directors. A copy of this Quarterly Report will be provided to any shareholder
who requests it.
--------------------------------------------------------------------------------
Directors Name: Gary Musil Date Signed: June 20, 2000
Directors Name: Kenneth B. Liebscher Date Signed: June 20, 2000
<PAGE>
BELMONT RESOURCES INC.
(the "Company")
SCHEDULE B:
SUPPLEMENTARY INFORMATION
1) DEFERRED EXPLORATION & DEVELOPMENT COSTS AND RELATED PARTY TRANSACTIONS
DURING THE QUARTER ENDED JANUARY 31, 2000 AND CURRENT FISCAL YEAR-TO-DATE:
Deferred exploration & development - Costs are related to work on the Pezinok
----------------------------------
gold/antimony mineral property, the Lac Rocher nickle/cobalt property, and
other project investigation costs.
Related Party Transactions - See Note 10 accompanying the January 31, 2000
--------------------------
year-end audited financials.
2) a) SECURITIES ISSUED DURING THE QUARTER ENDED JANUARY 31, 2000:
--------------------------------------------------------------------------------
Date of Type of No. of Price Total Type of
Issue Security Type of Issue Shares Issued Share Proceeds Consideration
--------------------------------------------------------------------------------
NIL
--------------------------------------------------------------------------------
b) SUMMARY OF OPTIONS GRANTED DURING THE QUARTER ENDED JANUARY 31, 2000:
--------------------------------------------------------------------------------
Date of No. of Shares Director or Employee Exercise Price Expiry Date
Issue
--------------------------------------------------------------------------------
Nimrod Investments Ltd.
Jan 13/00 200,000 (James Wall) $0.32 Jan. 13, 2002
--------------------------------------------------------------------------------
Duster Capital Corp.
Jan 13/00 30,000 (Dusan Berka) $0.32 Jan. 13, 2002
--------------------------------------------------------------------------------
3) a) AUTHORIZED AND ISSUED SHARE CAPITAL AS AT JANUARY 31, 2000:
The Company has authorized share capital of 50,000,000 common shares with no
par value.
The Company has issued and allotted shares of its capital stock totalling
19,764,012.
b) SUMMARY OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OUTSTANDING AS AT
JANUARY 31, 2000:
--------------------------------------------------------------------------------
Security Number Exercise Price Expiry Date
--------------------------------------------------------------------------------
Options 889,000 $0.32 February 24, 2000
--------------------------------------------------------------------------------
Options 850,000 $0.32 September 17, 2001
--------------------------------------------------------------------------------
Options 230,000 $0.32 January 13, 2002
--------------------------------------------------------------------------------
<PAGE>
c) SHARES IN ESCROW OR SUBJECT TO POOLING AS AT JANUARY 31, 2000:
- Common shares in escrow - NIL
d) LIST OF DIRECTORS AS AT JANUARY 31, 2000:
Vojtech Agyagos President/Director
Gary Musil Secretary/Director
Kenneth B. Liebscher Director
Peter P.H. John Director
Nicolo Bellanca Director
Peter E. Serck Director
Jake Bottay Director
<APGE>
BELMONT RESOURCES INC.
(the "Company")
Form 61 Quarterly Report
SCHEDULE C:
MANAGEMENT DISCUSSION
REVIEW OF OPERATIONS IN THE QUARTER ENDED JANUARY 31, 2000 AND UP TO
THE DATE OF THIS REPORT:
Nature of Business:
At the Pezinok II mining concession the Company is inviting joint venture
partners to fund further metallurgical testing work, partners who have financial
resources and expertise, with the Company retaining an interest in the project.
With low gold prices causing major gold mine closures, management felt it wise
to pursue other exploration activity such as oil and gas. In March 1998 the
Company entered into an agreement to acquire the rights to explore for oil and
gas in a 209,950-acre concession area in eastern Slovakia, and subsequently sold
its interest to EuroGas Inc.
In March 1999 the Company acquired a mineral property in the Lac Rocher area of
Quebec where a recent nickle/cobalt discovery was announced and 50% interest in
an exploration permit in the Ungava region of Northern Quebec where Falconbridge
has been producing nickle since December 1997.
Investor Relations Activities:
There were no new investor relation's activities undertaken by or on behalf of
the Company during the quarter except for the dissemination of press releases to
the media, interested shareholders, investors, and brokers. No investor
relation's arrangements or contracts were entered into during the quarter.
Significant Events & Transactions:
(a) Acquisitions & Dispositions:
See section (c) following - March 1 and April 24, 2000 news releases.
(b) Material Expenditures:
The major increases were: Office & Administrative services $91,588 in 1999
($67,895 in 1998). These were mainly due to costs incurred in preparation of the
20-F filing with the U.S. Securities and Exchange Commission (the "SEC") and the
year-end audited financials. An increase of $30,678 in property investigation
costs was as a result of the Company's review and due diligence of numerous
prospects in order to acquire one of significance. Overall operating costs
increased 26.7% ($62,988) more than 1998.
<PAGE>
(c) News Releases & Material Change Reports:
March 1, 2000 - The Company announces that it has now signed an agreement with
Dorfner Firmengruppe (32.5%) and OSTU Industriemineral a division of Thyssen
Schachtbau GMBH (24.5%) of Germany to acquire 57% of Rozmin s.r.o. of the Slovak
Republic. The balance of 43% ownership in Rozmin is held by Rima Muran s.r.o., a
subsidiary of EuroGas Inc. Rozmin s.r.o. a private Slovak mining company
controls the massive Gemerska Poloma talc deposit with an estimated 150 million
ton talc carbonate reserve in Eastern Slovak Republic. This talc deposit ranks
as one of the largest in the world. The acquisition price will be 2.85 million
DEM (German marks), approximately $2.06 million Cdn.
An evaluation and analysis of the feasibility study completed by Hansa GeoMin
Consult of Germany indicated that the European market requires over 1.2 million
tons of talc per year to supply the paper, plastics and paint industries. With
the estimated 30 million tons of contained talc at an average selling price of
500 DEM/ton ($375 Cdn. per ton) the value is significant. The Company intends to
proceed with the first stage of mine development in the western part of the
orebody with 5.9 million tons of mineralized talc rock containing 1.6 million
tons of talc. Based on the high-grade reserves at a cut-off grade of 40%, the
mine layout is designed for a yearly capacity of 130,000 tpy.
April 24, 2000 - Further to our News Release of March 1, 2000 we are pleased to
announce that we have completed the purchase of a major industrial mineral
deposit in the Slovak Republic by way of cash payments. The carbonate type
deposit and resulting purity of the valuable mineral enhances the efficiency of
the benefication process and allows a higher purity to be attained in the final
project.
The proven configuration of the mineralized ore body extends in an East-West
direction over 1,000 metres and North-South about 800 metres, with a thickness
of approx. 400 metres. The deposit averages around 200 metres in depth. In
consideration of the spatial dimensions and the average carbonate/talc ratio of
4:1 this deposit can be classified as massive.
Talc is one of the most valuable industrial minerals. It is widely used in
industry as a filler in plastics for the automobile industry, in paper
production and in the production of paints and lacquers as well as in the
cosmetic and pharmaceutical industry.
This project is positively received and supported by the regional government
agencies and political representatives alike, with the project boosting the
local economy and providing employment for local residents. The Company will now
begin review of the development plans in place and proceed with the first stage
of mine development in the western part of the orebody within the next 6 weeks.
Belmont is an International Resource Company that controls a gold/antimony
property and has a working interest with EuroGas, Inc. on an oil/gas concession
in the Slovak Republic. Belmont also holds interest in two nickle, cobalt, PGE
prospects in Quebec.
For a discussion of the contingencies and uncertainties to which information
respecting future events is subject, see Belmont's 1999 annual report on Form
20F and other SEC reports.
<PAGE>
(d) Breaches of corporate, securities or other laws, or of an Issuer's listing
agreement with the Vancouver Stock Exchange: None
(e) Regulatory Approval:
(i) On February 3, 2000 the Company received acceptance from the Canadian
Venture Exchange ("CDNX") for filing the 230,000 options granted at a
price of $0.32 expiring January 13, 2002.
(ii) On February 8, 2000 the Company received acceptance from the CDNX for
filing an Initial Agreement with McCallan Oil & Gas GesmbH and Sierra
International Group to acquire a 25% interest in a Slovakian oil
exploration company.
(iii) On February 15, 2000 the Company received acceptance from the CDNX for
filing an Option Assignment Agreement dated January 4, 2000 between the
Company and Montoro Resources Inc. ("MNQ") regarding mineral property
in Ungava, Quebec.
(iv) On March 2, 2000 the Company received acceptance from the CDNX for
filing the 75,000 options as proposed at a price of $0.50 expiring
February 18, 2002.
(v) On April 3, 2000 the Company received acceptance from the CDNX for
filing two agreements relating to the acquisition of 57% of the shares
in a private Slovakian mining Company which controls the Gemerska -
Poloma talc deposit.
(f) Working Capital:
Year ending working capital is in excess of $3,466,000.
(g) General:
(i) On March 29, 2000 the Company published advance notice of its upcoming
Annual General Meeting to be held July 24, 2000.
(ii) Uncertainty Due to the Year 2000 Issue:
See note 2 (k) accompanying the January 31, 2000 year-end audited financials.
<PAGE>
Exhibit 3 - June 28, 2000 - Form 27 Material Change Report
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
June 28, 2000
ITEM 3. PRESS RELEASE
Issued June 28, 2000 and distributed through the facilities of Vancouver
Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Further to the News Release dated February 16, 2000 announcing the acceptance
for filing an option assignment agreement dated January 4, 2000 between the
Company and Montoro Resources Inc. ("MNQ") the Company has issued the 50,000
shares to MNQ as required in the agreement.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
UNGAVA PROPERTY AGREEMENT COMPLETED
Further to the News Release dated February 16, 2000 announcing the acceptance
for filing an option assignment agreement dated January 4, 2000 between the
Company and Montoro Resources Inc. ("MNQ") the Company has issued the 50,000
shares to MNQ as required in the agreement. This completes the cash and share
consideration for the property acquisition. The shares did not have a hold
period as they were issued four months after CDNX approval and the Company is a
qualified issuer in accordance with BOR #98/7.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been
omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to herein.
/s/ GARY MUSIL
Gary Musil, Secretary
DATED this 28th day of June, 2000.
<PAGE>
Exhibit 4 - June 29, 2000 - Form 27 Material Change Report
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
June 29, 2000
ITEM 3. PRESS RELEASE
Issued June 29, 2000 and distributed through the facilities of Vancouver
Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Gary Musil reports that an onsite visit by Mr. James J. McDougall, P.Eng of
Vancouver, B.C. to the Gemerska Poloma talc deposit in Slovakia produced the
following report The Company is also very pleased to announce that they have
signed a Letter of Intent with Gebruder Dorfner GmbH & Co. regarding the future
sale and marketing of the talc industrial mineral.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Slovak Republic Talc Project Update
Gary Musil reports that an onsite visit by Mr. James J. McDougall, P.Eng of
Vancouver, B.C. to the Gemerska Poloma talc deposit in Slovakia produced the
following report:
'The deposit through which a number of large diameter drill holes have been
completed since the early 1990's has been very well documented with quality
engineering and geology. The studies appear to be of very high quality
particularly with respect to both the use of '3D' computerized geometry and
extensive sampling/metallurgical testing of very large core samples of material
(talc, and the bounding magnesite).
The unusually high grade and size of the deposit will allow selective mining
based on current prices of the product. I consider the overall project a very
worthwhile endeavour and Belmont should proceed with advancing the mine plan as
soon as possible to get this property into production.'
Tender documents are being prepared for the main decline work to the western
part of the orebody. The 4.5 x 4 metre size decline at 12% grade will total
approx. 1400 metres in length and is expected to begin within two months. Other
work to begin immediately will be the portal site clearance and clearing of
underbrush along the existing powerline. The Company is very fortunate to have a
20,000 volt powerline in place right up to the portal site. The powerline was
built by the state mining company who were originally exploring (using electric
drills) the talc deposit in the early 1990's.
Other:
------
The Company is also very pleased to announce that they have signed a Letter of
Intent with Gebruder Dorfner GmbH & Co. regarding the future sale and marketing
of the talc industrial mineral. This is a significant step in this very
lucrative market. The Dorfner Group has developed over the past one hundred
years, production of talc, kaolin, quartz and feldspar. They now process and
market over 240 industrial minerals and other products throughout 38 countries.
<PAGE>
A Dorfner subsidiary, Kaolin-und Quartzsand-Werke KG has been actively
providing, processing and marketing talc for the paper, paint and lacquer
industries, and for its use in special applications; hence the company possesses
valuable know-how and international business connections in this field. The
distribution company confers the exclusive distribution rights for the paper -
and rotogravure industry and for the sector paints and lacquers to Gebruder
Dorfner for Germany, Austria, Switzerland and the Benelux Countries.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been
omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to herein.
/s/ GARY MUSIL
Gary Musil, Secretary
DATED this 29th day of June, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
-------------------------------
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Belmont Resources Inc.
(Registrant)
Date June 29, 2000
By /s/ GARY MUSIL
(Signature)
Gary Musil, Secretary/Director
<PAGE>
