U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
TIBERON RESOURCES LTD.
(Name of Small Business Issuer in its charter)
NEVADA 91-1921237
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11930 MENAUL BOULEVARD N.E., # 107, ALBUQUERQUE, NEW MEXICO 87112
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (505) 289-8235
Securities to be registered under Section 12(b) of the Act: NONE
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of class)
Exhibit index on page 22 Page 1 of 60 pages
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Tiberon Resources Ltd. (the "Company") was organized under the laws of
the State of Nevada on April 10, 1998, to acquire mining claims and explore for
copper, nickel and cobalt in Manitoba, Canada. Its offices are located at 11930
Menaul Boulevard NE, Suite 107, Albuquerque, New Mexico 87112, and its telephone
number is (505)298- 8235. Its registered office and records are located at One
East First Street, Reno, Nevada.
The Company has no employees, other than its sole officer, Mr. Reg
Handford, and its sole director, Mr. Leroy Halterman, both of whom are serving
without compensation. It is anticipated that the Company will have employees in
the future. As President, Secretary and Treasurer of the Company, Mr. Handford
is responsible for conducting the day-to-day operations of the Company, and
recommending long term strategies to the Board of Directors regarding the
Company's marketing, financing and contracting activities.
On April 28, 1998, the Company and Carey Whitehead, a non-affiliate,
entered into an Agreement (the "Agreement") whereby the Company acquired Falcon
claims 25, 26 and 27 (the "Mining Claims"). In return, the Company has agreed to
pay Mr. Whitehead a total of $50,000, of which $25,000 is due on September 28,
1999, and the remaining $25,000 must be paid by April 28, 2000. In addition, the
Company must fund a $40,000 work program by September 28, 1999, and an
additional $50,000 work program by April 28, 2000.
The Mining Claims are exploration property and do not have any proven
mineral reserves. Should mineral reserves be discovered on the property, it is
anticipated that the minerals would be predominately nickel-copper-cobalt
sulfides which would be removed from the raw ore and concentrated sulfides. A
facility to reduce these minerals to their primary elements could be constructed
on or near the property, or if the sulfides are of sufficient size, they could
shipped and sold.
The Company has not retained a geologist to explore the mining claims.
Management anticipates that Mr. Halterman, the Company's sole director, will
perform the exploration programs. It is anticipated that Mr. Halterman will
charge between $350 and $500 per day, plus expenses. If Mr. Halterman does not
perform the exploration, the Company does not anticipate any difficulties in
retaining a geologist, at similar rates. Should economically feasible mineral
deposits exist, the Company will require additional capital and expertise to
develop the property. This may include some form of a joint venture.
Furthermore, the Company is required to pay a 2.5% royalty on the net smelter
return to Mr. Whitehead.
To provide working capital and to finance the Agreement, the Company
conducted an initial private offering of 8,000,000 shares of Common Stock at
$0.0025 per share, pursuant to Rule 504 of Regulation D, promulgated under the
Act. The Company received gross proceeds of $20,000 from the initial private
offering. The Company conducted a second private offering of 50,000 shares of
Common Stock at $0.30 per share, pursuant to Rule 504 of Regulation D. The
Company received additional gross proceeds in the amount of $15,000.
Management believes the Company has sufficient working capital to fund
the Company's operations through March 1999. Management anticipates an
additional offering of shares will be necessary to fund the Company's
exploration programs and property expenses. If additional funding is not
obtained, the Company will not be able to begin its exploration programs.
Management believes the Company's target market is either refiners of
nickel-copper-cobalt sulfide or end users of the primary metals. There are many
individuals and companies which compete within this target market. Russia is the
largest producer of nickel followed closely by Canada. However, the nickel
market, similar to other primary metal markets, has declined significantly over
the last several years. Nickel prices are at a ten (10) year low and have been
predicted to stay near this level for the next several years. The long-term
outlook appears to be more positive. Companies within Japan and the United
States are in the process of creating electric vehicles which are
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powered by nickel-metal hydride, nickel-cardmium, or sodium-nickel batteries.
This might increase the demand for nickel. Management believes that open markets
and trading exchanges would be used to sell and delivery the metals which are
not encumbered under contractual agreements.
The mineral industry has experienced from time to time shortages of
certain supplies and materials necessary in the exploration for and evaluation
of mineral deposits. The prices at which such supplies and materials are
available have also greatly increased. There is a possibility that planned
operations may be subject to such shortages and that further price escalations
will increase the costs to the Company. The Company might have to manufacture
its own mining and processing equipment.
There are also many individuals and companies which are engaged in the
mining business. Some of which are very large, established mining companies with
substantial capabilities and long earning records. The Company may be at a
competitive disadvantage in acquiring mining properties or in purchasing,
leasing, or obtaining mining equipment since it must compete with these
individuals and companies, most of which have greater financial resources and
larger technical staffs than the Company. There can be no assurance that the
Company will be successful in prospecting for or acquiring additional mining
claims or leases, or in arranging for their exploration or development.
Water is essential in all phases of the exploration and development of
mineral properties and the milling of any ore obtained as a result. It is used
in such processes as exploration drilling, leaching, placer mining, dredging,
testing, and hydraulic mining. The Company has not determined the availability
of water for any of the properties it has acquired, and it has not determined
the cost of compliance with any water quality restrictions. Furthermore, any
water that may be found will be subject to acquisition pursuant to state,
federal and foreign water law, and its use will be subject to regulation
pursuant to local, state, federal and foreign water quality standards. Both the
lack of available water and the cost of complying with water quality
restrictions may make an otherwise viable project economically impossible to
complete. If any properties which the Company acquires warrant development, such
determinations will be made while planning a development program. Management
does not expect any significant difficulties with respect to this matter.
Compliance with environmental quality requirements and reclamation laws
imposed by Canadian and United States governmental authorities may also
necessitate significant capital outlays, materially affect the Company's ability
to generate revenues, or cause material changes in the Company's intended
activities. Regulatory compliance will depend upon the stage of mining process.
The planning stage could require archeological and rare and endangered species
clearances. Should the Mining Claims contain economically feasible mineral
deposits, then an Environmental Base Line Survey, an Environmental Assessment,
and an Environmental Impact Statement could have to be created. This could also
include compliance the clean water and air regulations. Should the Company
engage commence mining, then the Company could have to comply with governmental
requirements relating to hazardous substance use and control, air emission
standards, waste water discharge, ambient noise levels, and employee safety. No
assurance can be given that environmental standards imposed by any governmental
authority will not be changed or become more stringent, thereby possibly
materially and adversely affecting the proposed activities of the Company. At
this time, the Company is not able to estimate the cost of compliance with all
applicable governmental regulations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Since incorporation on April 10, 1998, the Company has been a natural
resource company engaged in the exploration of mineral properties. As of the
filing of this registration statement, the Company's sole focus is in Canada.
During the calendar year ending December 31, 1998, the Company had no revenue.
During this time, the Company recorded a net loss of $9,938, which included the
following costs and expenses: legal ($3,988); consulting ($3,273); accounting
($1,000); and loss on foreign currency translation of ($1,200). The Company uses
the straight line method of amortizing its organizational costs over five years.
The Company's primary source of working capital has been through the
sale of Common Stock. Since incorporation, the Company has received $31,005 of
net proceeds from sales of Common Stock. Management
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anticipates additional offerings of Common Stock to fund the required $40,000
work program. Cash flows from operations since incorporation reflect net cash
used of $10,515, and net cash in investing activities of $1,198. Since the
Company currently has no significant source of revenue, the Company's working
capital will continue to be depleted by operating expenses and outlays required
for the property.
The Company has a Federal net operating loss carryforward of
approximately $9,300, which will expire in the year 2012. The tax benefit of
this net operating loss of approximately $1,860 has been offset by a full
allowance for realization.
The above financial data was derived from the financial statements of
the Company as audited by Stark Tinter & Associates, LLC. See Item 13. Financial
Statements.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company is currently using the office of its sole director, Mr.
Leroy Halterman, at 11930 Menaul Boulevard N.E., Suite 107, Albuquerque, New
Mexico 87112, without charge.
Pursuant to a written report by Leonard Gal, M.Sc. P. Geo., which was
created on behalf of the Company and dated April 23, 1998, the Company received
the following recommendations and description of the Mining Claims:
"The Falcon 25-27 claim group is composed of three contiguous
claims covering 35 hectares, located 34 km east - northeast
of Winnipeg, Manitoba, Canada. These claims cover parts of
the eastern periphery of a large geophysical anomaly
(magnetic and gravity), presently being explored by ProAm
Explorations Corporation in the Selkirk area. Essentially the
entire geophysical anomaly and the surrounding ground has
been staked by various parties. The geophysical feature is
thought to represent an ultramafic / mafic complex in the
Precambrian rocks underlying the Phanerozoic cover, based on
geophysical and limited drill hole data. The magnetic and
gravity responses of the anomaly bear many similarities to
those of the Sudbury basin in Ontario. The exploration target
based on the geophysical data, as well as limited core
drilling into the Precambrian basement, is magmatic copper
nickel (+ cobalt) such as at Sudbury, Thompson, Manitoba or
Voisey's Bay, Labrador. Potential for platinum group elements
(PGE) and/or chromite similar to the layered ultramafic
complexes of Bushveld in South Africa or Stillwater in
Montana also exists. The Falcon 25-27 claims cover the
southern flank of a moderate positive magnetic anomaly, and
are approximately 10km east-southeast of a strong magnetic
high feature that likely represents an offshoot or satellitic
node of the main geophysical feature at Selkirk. The gravity
data for the Falcon 25-27 claims is quite uniform, although
it is based on a 1950s government - produced map with very
few data points. It is considered that there is some
potential on the Falcon 25-27 claims to host magmatic Ni-Cu,
PGE- chromite or other deposits hosted by ultramafic - mafic
complexes below the Paleozoic cover rocks. In addition,
volcanogenic massive sulphide or iron formation hosted gold
deposits may occur within the greenstone belt that is thought
to form the basement rocks in the area. A program of existing
data compilation, to precede detailed airborne magnetic and
ground gravity surveys is recommended to outline initial
targets. Follow up work might include advanced ground
geophysical methods, leading to the refinement of initial
targets that would then be tested by drilling.
INTRODUCTION
This report summarizes the exploration and economic potential
of the Falcon 25-27 claims located near Beausejour, Manitoba,
Canada. Tiberon Resources Ltd. has acquired the Falcon 25-27
claims from Mr. Carey Whitehead. The Falcon 25-27 claims
cover parts of the peripheral flank of a large scale (36km x
20km) elliptical gravity anomaly, with a coincident fringing
ring of magnetic highs. The source of these anomalies is in
the Precambrian basement rocks underlying 100-200m of
Phanerozoic cover. The main part of the geophysical feature
centered 29km to the west, is held by
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ProAm Explorations Corporation, who are presently carrying
out a drill program. The exploration model cited by ProAm
Explorations Corporation is an ultramafic - mafic lopolithic
intrusion within a greenstone belt. This model fits the
observed gravity, magnetic and limited drill hole data. The
exploration target is magmatic Ni-Cu-Co deposits (Sudbury,
Voisey's Bay), and/or chromite - platinum group element
deposits (Bushveld, Stillwater). The greenstone belt has
further potential to host VMS or iron formation gold
deposits. As well, there are indications of mineralization
within the Phanerozoic rocks in the area. The Falcon 25-27
claims of Tiberon Resources Ltd. are positioned at the flanks
of this large anomaly, and cover magnetic features that are
possibly related to the large scale magnetic and gravity
anomalies.
LOCATION AND ACCESS
The Falcon 25-27 claims are centered 25km southeast of
Selkirk and approximately 34 kilometers east-northeast of
Winnipeg, Manitoba, Canada. The town of Beausejour is close
to the claims. The proximity to smaller towns and the major
city of Winnipeg assures an excellent transportation and
power infrastructure, and a supplies and services base.
Exploration can thus continue all year round in a cost -
effective manner. Winnipeg is the hub of rail transport in
central Canada, with connections to the U.S. are also in
place. The Falcon 25-27 claims are located within surveyed
prairie lands. North-south and east-west aligned section
roads, 1 mile apart, afford road access to virtually all
parts of the claims. The location of the Falcon 25-27 claims
is presented in Figure 1.
PROPERTY DESCRIPTION
The Falcon 25-27 claim group comprises 3 claims with a total
area of 35 ha. The Falcon claims were staked by Mr. Carey
Whitehead, and were subsequently acquired by Tiberon
Resources Ltd. The terms of the acquisition are beyond the
scope of this report. On April 22, 1998 a check with the
Manitoba Department of Mines showed that the registered
holder of the claims was Mr. Carey Whitehead. The claims are
"map staked" through application to the Manitoba Government.
The claim units are based on the survey system of sections,
townships and ranges. Each claim unit or section covers one
square mile (259 ha). However, the actual mineral title
granted by the government in each section is generally less
than the full section, as title is held in many cases by
private landowners. In some instances, only a "road
allowance" of 80 feet (24m) surrounding the section roads on
all sides of the section is granted. The table below outlines
the area of granted mineral title on each claim, as well as
the location and expiry date of each claim. The claims are in
good standing for two years (plus 60 days) beyond the
recording date.
CLAIM NAME LICENCE # SIZE NTS SHEET EXPIRY DATE
(HA)
Falcon #25 SV8821 15 621-01SW Dec 28, 1999
621-02SE
Falcon #26 SV8820 10 621-02SE Dec 28, 1999
Falcon #27 SV8819 10 621-02SE Dec 28, 1999
CONCLUSIONS
The Falcon 25-27 claims are located near the eastern margin
of a large-scale geophysical feature currently being explored
by ProAm Explorations Corporation. The elliptical gravity
high, and ring like fringing magnetic highs surrounding a
central elliptical low, bear many similarities to the Sudbury
basin. Geophysical modeling and limited drill hole
information suggests that the geophysical anomaly is the
result of an ultramafic - mafic lopolith complex intruding a
greenstone belt. The exploration target is magmatic Ni - Cu -
Co, PGE, or chromite deposits. There is also
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potential, indicated by drill hole data, that the surrounding
greenstone belt may host VMS, iron formation gold or other
deposits. Finally, there are local indications of
mineralization within the Paleozoic cover rocks. The Falcon
25-27 claims are in close proximity to the geophysical
feature. Some interesting magnetic anomalies are present
adjacent to the Falcon 25-27 claims including a satellitic
high possibly related to the main geophysical feature. Such
highs could represent satellite bodies off the main anomaly,
or outboard extensions (or "offsets"), as are known in the
Sudbury basin. A comparison between the geophysical features
of the Sudbury basin and the main feature in the Selkirk area
would suggest that the Selkirk feature is about half the
size. The larger Sudbury basin hosts at least 39 deposits,
past-producing and producing mines within mafic - ultramafic
intrusives, as well as several polymetallic deposits in the
central part of the basin. Seventeen mines in the Sudbury
basin collectively produced Cu and Ni valued at 1.8 billion
dollars (Cdn) in 1996. The Selkirk anomaly is theorized to be
related to the westward projection of a major suture zone on
the Canadian Shield that hosts several deposits and
ultramafic rocks where exposed. Limited drill hole data
suggests that a greenstone belt lies under the Paleozoic
sediments in the Selkirk area. This belt is unexplored, and
the coupling with a large geophysical feature that likely
represents a major ultramafic - mafic intrusive complex makes
this an attractive area for exploration.
RECOMMENDATIONS FOR EXPLORATION
A first phase exploration program is recommended to explore
the Falcon 25-27 claims for mineralization hosted in
Precambrian basement rocks. Potential for magmatic Ni-Cu-Co,
or PGE - chromite deposits exists. The Falcon 25-27 claims
are near the flank of a major geophysical feature that is
thought to represent an ultramafic-mafic lopolithic intrusion
within a greenstone belt. The main anomaly is being actively
explored by ProAm Explorations Corporation. Magnetic highs
observed adjacent to the Falcon 25-27 claims are possibly
related to the main geophysical feature, and thus an
ultramafic - mafic body could underlie the claims, beneath
the Paleozoic cover. Potential also exists in a greenstone
belt to host polymetallic VMS deposits, banded iron formation
gold or other precious metal deposits.
The recommended exploration program includes the compilation
and analysis of all existing geological and geophysical data.
This should be followed by a low level, detailed airborne
magnetic survey. Flight lines should be spaced at
approximately 200m. A detailed gravity survey should be
performed by measurements at ground stations on 1/4 to 1/2
mile centers. Airborne gravity surveys are possible, but very
expensive. Upon completion of the initial geophysical
surveys, first order targets may be followed up with detailed
ground geophysics. A variety of advanced deep searching
methods and modeling techniques may be used, with the
consultation of a geophysicist. Possibilities might include
TEM or magnetotelluric surveys. Analysis of airborne magnetic
data and gravity data, with or without ground survey follow
up, could lead to the establishment of drill targets. A
second phase of core drilling on these targets should then be
initiated. Vertical holes can be drilled through the
Paleozoic and into the Precambrian basement. Some cost
savings might be gained if the Paleozoic rocks are drilled by
reverse circulation methods, with core drilling reserved for
the Precambrian rocks. Down hole geophysical methods should
be employed in each drill hole to gain additional
information.
Because the Falcon 25-27 claims cover a fairly small area, it
is recommended that the owners/operators approach other
exploration concerns operating in the area and on adjacent
claims to pool their resources in contracting for airborne
surveys and gravity surveys. Combining the surveys with
neighboring properties would save on mob - demob costs,
analytical and modeling studies, as well as the premiums paid
on airborne surveys for short flight lines.
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COST ESTIMATE OF RECOMMENDED EXPLORATION PROGRAM
A possible exploration budget for Phase I (geophysics) and
Phase II (drilling) on the Falcon 25-27 claims is outlined
below.
PHASE I (AIRBORNE MAGNETIC SURVEY, GROUND GRAVITY SURVEY)
AIRBORNE (FIXED WIRING) MAGNETIC SURVEY approximately 45 line
km (E-W orientation) at $14.75 per line km $ 664
Mob - demob 2,500
Data modeling, reproduction and presentation 2,500
GRAVITY SURVEY
21 stations at $200 per station, including
data processing, report, etc. 4,200
Geological, Geophysical consulting 3,500
Ground geophysical surveys (on recommendation of
geophysicist) 7,500
Contingencies, miscellaneous 3,000
-----
TOTAL PHASE I $23,864
=======
*Due to the relatively small size of the Falcon 25-27 Claims,
it would be practical and cost effective only if the airborne
survey were combined with neighboring properties. Pooling
projects will save mob-demob charges, data processing, as
well as the considerable premiums paid for short flight lines
(flight lines less than 10km are charged a premium). The
costs involved in land access negotiations with surface
rights holders are also not included in Phase I or II
estimates, but once again, pooling resources with neighboring
operators is expected to reduce costs and expedite
exploration efforts.
PHASE II (DIAMOND DRILLING)
Reverse Circulation drilling through Phanerozoic, core
drilling (NQ) through Precambrian
Reverse Circulation: 200m at $60/m $12,000
Core drilling: 250m at $90/m 22,500
Drill Mob-demob 2,500
Down hole geophysics (Pulse-EM) 2,000
Analytical charges 500
Geological consulting (drill supervision,
core logging, sampling) 3,500
Room, board 1,000
Rentals, travel, communications 2,500
Contingencies, miscellaneous 3,500
-------
TOTAL PHASE II (PER DRILL HOLE) $50,000
=======
The Phase II budget is no more than a general estimate of
costs that might be expected to be incurred. The number and
depths of drill holes can not be foreseen at this time. While
reverse circulation (RC) drilling is recommended as a cost
saving measure at this time, there are instances where it
might be
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preferable to core drill the entire hole. In fact, if
aquifers are encountered with flows of greater than 50-60
gallons per minute, RC drilling will be ineffective and core
drilling (with casing) will have to be employed.
Drill holes have intersected aquifers in the Selkirk area,
adding to drill costs, and also presenting environmental
difficulties which had to be addressed to the satisfaction of
government authorities and local stakeholders. Likewise,
analytical costs (based on the number of samples taken) are
only a broad estimate, as the basement geology and any
mineralization encountered are largely unknown."
The Company has not retained a geologist to perform the exploration
programs. Management anticipates that Mr. Halterman, the Company's sole
director, will perform the exploration programs. Mr. Halterman's rates for such
work vary between $350 to $500 per day, plus expenses. If Mr. Halterman does not
perform the exploration programs, the Company does not anticipate any
difficulties in retaining a qualified geologist with comparable rates.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table provides certain information as to the officers and
directors individually and as a group, and the holders of more than 5% of the
Common Stock of the Company, as of January 20, 1999:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF
OWNED CLASS (1)
<S> <C> <C> <C>
Lillian de Leveaux 700,000 8.69%
Abney Trading S A Director and Sole
94 Dowdeswell Street Shareholder
P.O. Box N-31114
Nassau, Bahamas
Sheila Andrews 700,000 8.69%
Blue Cotil
Samares Inner Road
St. Clement, Jersey, C. I.
Madeline Gray 700,000 8.69%
Aurora Marketing Limited Director and Sole
P.O. Box N-10741 Shareholder
Oakes Field
Nassau, Bahamas
Isaac Collie 600,000 7.45%
Breadstone Investments Ltd Director and Sole
21 East Drive, Garston Shareholder
Watford, Herts, WD2 6AH
United Kingdom
Shelly Johnson
But Sup But International Director and Sole 700,000 8.69%
P.O. Box N-7521 Shareholder
Suite 61 Grosvenor Close
Shirely Street
Nassau, Bahamas
Cede & Co. 600,000 7.45%
Box 20 Bowling Green Station
New York, New York 10004
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NAME AND ADDRESS OF OWNER Number of Shares Percent of
Ian Fox 700,000 8.69%
Derb Engineering Director and Sole
#700-1190 Melville Street Shareholder
Vancouver, B.C. V6E 3W1
Canada
Phyllis Grant 700,000 8.69%
#103-1140 Castle Crescent
Pot Coquitlam, B.C.
Canda
Janeen Curtis 700,000 8.69%
Liberty Holdings Limited Director and Sole
#13 St. Thomas Road Shareholder
P.O. Box N-7964
Nassau, Bahamas
Ruth Pearce 700,000 8.69%
25 Steyne Street
Bognor Regis
Sussex, United Kingdom POS 1TJ
Andres Robinson 500,000 6.21%
22 Le Bernage, Longueville
St. Thomas, Jersey, C.I.
Leroy Halterman
Tiberson Resources Ltd. Sole Director 0 -
11930 Menaul Blvd. N.E. # 107
Albuquerque, New Mexico 87112
Reg Handford
Tiberon Resources Ltd. President, Secretary and 0 -
11930 Menaul Blvd. N.E., # 107 Treasurer
Albuquerque, New Mexico 87112
Officers and Directors as a group 0 -
(2 persons)
- ------------------------------------------ --------------------------- -------------------------- -------------------
</TABLE>
This table is based on 8,050,000 shares of Common Stock outstanding on
January 20, 1999. Where the persons listed on this table have the right to
obtain additional shares of common stock within 60 days from January 20, 1999,
these additional shares are deemed to be outstanding for the purpose of
computing the percentage of class owned by such persons, but are not deemed to
be outstanding for the purpose of computing the percentage of any other person.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
NAME AGE POSITION
Leroy Halterman 52 Sole Director
Reg Handford 52 President, Secretary and Treasurer
The term of office of each director of the Company ends at the next
annual meeting of the Company's stockholders or when the director's successor is
elected and qualified. No date for the next annual meeting of
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stockholders is specified in the Company's Bylaws, nor has a meeting been fixed
by the Board of Directors. The term of office of each officer of the Company
ends at the next annual meeting of the Company's Board of Directors, which is
expected to take place immediately after the next annual meeting of
stockholders, or when such officer's successor is elected and qualified.
LEROY HALTERMAN, DIRECTOR. Mr. Halterman has been a certified
professional geologist for 21 years. In 1968, Mr. Halterman graduated from the
Missouri School of Mines, Rolla, with a Bachelor of Science degree in Geology.
Mr. Halterman performed additional work at the University of New Mexico from
1969-70, focusing on hydrology and submarine geology. However, Mr. Halterman did
not receive a graduate degree. For the past 13 years, Mr. Halterman has been a
consulting geologist for MinSearch, Inc., located in Albuquerque, New Mexico
("MinSearch"). Mr. Halterman's responsibilities at MinSearch included the
evaluation of mineral and petroleum deposits, and ac- cumulations in various
geological environments. Mr. Halterman's evaluations included all phases of the
projects from generation through exploration, reserve estimating, testing, and
mine planning. He has similar experience in petroleum, including prospect
generation and exploration, as well as all phases of well completion and
production. His production specialties include computerized reserve estimation
(both volumetic and decline), production records, and production and transport
agreements for both oil and gas. Mr. Halterman is also the president, director,
and a principal shareholder of Consolidated North American Resources, a private
company in the oil and gas industry, and is the sole officer and director of
Rimpac Resources Ltd., a Nevada corporation engaged in mineral exploration
activities.
In addition to consulting, Mr. Halterman has emphasized in natural
resource appraisals, and damage calculations, both of which included
environmental evaluations and site assessments. Environmental problems and
potential problems encompassed in these type of assessments included hazardous
material and chemicals located in abandoned dumps, mills, mines and other
structures, ground and surface water contamination and pathways, underground
storage tanks, and above ground storage tanks, kinetic and structural hazards,
unstable surfaces, induced erosion problems, and explosives. Within the past six
years, a total of 20 natural resource evaluations and appraisals according to
Uniform Appraisal Standards for Federal Land Acquisitions have been performed.
Mr. Halterman is a member of the American Association of Petroleum
Geologists and the Society for Mining, Metallurgy and Exploration.
REG HANDFORD, PRESIDENT, SECRETARY AND TREASURER. Mr. Handford has
been a self-employed management consultant for junior development companies
since October 1991. Mr. Handford assists these companies with financial
consulting, and has supervised of a team of programmers writing bingo software
to run under Windows(TM) NT. Since August 1998, he has been the sole officer and
director of Minas Novas Gold Corp., a development stage mining company located
in Vancouver, British Columbia. From June 1975 to October 1991, Mr. Handford was
a salesman for Cararim Investment Corp., located in Vancouver, British Columbia
("Cararim"). Mr. Handford worked as a financial advisor for Cararim.
In 1966, Mr. Handford graduated from the University of British
Columbia, with an undergraduate degree in mathematics. Mr. Handford received a
masters degree in mathematics from the Simon Fraser University in 1971.
Mr. Halterman and Mr. Handford may be deemed to be the "promoters" and
"parents" of the Company within the meaning of the Rules and Regulations
promulgated under the Act.
ITEM 6. EXECUTIVE COMPENSATION.
Mr. Halterman and Mr. Handford are serving without any compensation.
If the Company completes its funding and begins the exploration program, it is
anticipated that executive officers will be compensated by the Company.
Likewise, should Mr. Halterman perform the exploration programs, he could
receive between $350 and $500 per day, plus expenses. The following table sets
forth information for the sole officer of the Company, Mr. Handford:
10
<PAGE>
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
OTHER RESTRICTED
NAME AND ANNUAL STOCK OP LTIP ALL OTHER
PRINCIPAL COMPEN AWARD(S) TIONS/SAR PAYOUTS COMPEN
POSITION YEAR SALARY BONUS SATION ($) ($) S ($) ($) SATION ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reg 1998 -0- -0- -0- -0- -0- -0- -0-
Handford,
President
</TABLE>
There are no employment agreements with the executive officer of the
Company. The Company does not pay compensation to its director, nor does the
Company compensate its director for attendance at meetings. The Company does
reimburse the director for reasonable expenses incurred during the course of his
performance. The Company does not offer stock options or similar incentive
compensation to its officer or director. The Company anticipates that some form
of incentive based compensation may be offered in the future.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The acquisition of the Mining Claims from Mr. Whitehead was an
arm's-length transaction with a non-affiliated third party.
Mr. Halterman may perform the Company's exploration programs, for
which it is anticipated that he would receive compensation. Mr. Halterman's
rates for such work vary between $350 to $500 per day, plus expenses.
ITEM 8. LEGAL PROCEEDINGS.
None.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is not traded on a registered securities
exchange, on NASDAQ, nor on the OTC Bulletin Board. The Company's Common Stock
is quoted on the "pink sheets", and was first listed on February 17, 1999. As of
the date of this registration statement, there has been no reported trading of
the Company's Common Stock. As of April 18, 1999 there were 31 record holders of
the Company's Common Stock. Since the Company's inception, no cash dividends
have been declared on the Company's Common Stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Since the Company's inception, it has sold shares of Common Stock which
were not registered under the Securities Act of 1933, as amended.
On April 11, 1998, the Company sold 8,000,000 shares of Common Stock at
a price of $0.0025 per share in a private offering pursuant to Sections 3(b) and
4(2) of the Securities Act of 1933, as amended, and Rule 504 of the Regulation D
promulgated thereunder.
On August 28, 1998, the Company sold 50,000 shares of Common Stock at a
price of $0.30 per share in a second private offering pursuant to Sections 3(b)
and 4(2) of the Securities Act of 1933, as amended, and Rule 504 of the
Regulation D promulgated thereunder.
No underwriting discounts or commissions were paid in either offering
in that such transactions did not involve any public offering.
11
<PAGE>
ITEM 11. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, each with $0.001 par value per share, and 5,000,000
shares of Preferred Stock, each with $.001 par value per share.
COMMON STOCK
Each share of Common Stock has one vote with respect to all matters
voted upon by the shareholders. The shares of Common Stock do not have
cumulative voting rights.
Holders of Common Stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds of the Company legally
available therefor. The Company has never declared a dividend on its Common
Stock and has no present intention of declaring any dividends in the future.
Holders of Common Stock do not have any preemptive rights or other
rights to subscribe for additional shares, or any conversion rights. Upon a
liquidation, dissolution, or winding up of the affairs of the Company, holders
of the Common Stock will be entitled to share ratably in the assets available
for distribution to such stockholders after the payment of all liabilities.
The outstanding shares of the Common Stock of the Company are fully
paid and non-assessable.
The registrar and transfer agent for the Company's Common Stock is
American Securities Transfer & Trust, Inc., 938 Quail Street, Suite 101,
Lakewood, Colorado 80125.
PREFERRED STOCK
The Articles of Incorporation permit the Board of Directors, without
further shareholder authorization, to issue Preferred Stock in one or more
series and to fix the price and the terms and provisions of each series,
including dividend rights and preferences, conversion rights, voting rights,
redemption rights, and rights on liquidation, including preferences over the
Common Stock, all of which could adversely affect the rights of the holders of
the Common Stock.
The Board of Directors has not issued nor established a series of Preferred
Stock.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the General Corporation Law of Nevada and Article X
of the Company's Articles of Incorporation permit the Company to indemnify its
officers and directors and certain other persons against expenses in defense of
a suit to which they are parties by reason of such office, so long as the
persons conducted themselves in good faith and the persons reasonably believed
that their conduct was in the Company's best interests or not opposed to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation or in connection with any other proceeding charging that the officer
or director derived an improper personal benefit, whether or not involving
action in an official capacity.
ITEM 13. FINANCIAL STATEMENTS.
12
<PAGE>
Tiberon Resources Ltd.
As of December 31, 1998, and
for the Period April 10, 1998
(date of inception)
to December 31, 1998
13
<PAGE>
Tiberon Resources Ltd.
Table of Contents
PAGE
Report of Independent Auditors 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
14
<PAGE>
[Letterhead of Stark Tinter & Associates, LLC.]
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Tiberon Resources Ltd.
Albuquerque, NM
We have audited the accompanying balance sheet of Tiberon Resources Ltd. as of
December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the period from April 10, 1998 (date of inception) to
December 31, 1998. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about 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 by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tiberon Resources Ltd. as of
December 31, 1998, and the results of its operations, and its cash flows for the
period from April 10, 1998 (date of inception) to December 31, 1998, in
conformity with generally accepted accounting principles.
/s/STARK TINTER & ASSOCIATES, LLC.
Stark Tinter & Associates, LLC
Englewood, Colorado
February 24, 1999
15
<PAGE>
<TABLE>
Tiberon Resources Ltd
Balance Sheet
December 31, 1998
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 19,292
Prepaid expenses 757
---------------------
Total current assets 20,049
Organizational costs, net of
accumulated amortization of $180 1,018
---------------------
1,018
$ 21,067
=====================
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Commitments and contingencies (Note 3) $ -
Stockholders' equity (Notes 2 and 4):
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding $ 0.00
Common stock, $0.001 par value,
50,000,000 shares authorized,
8,050,000 shares issued and outstanding 8,050
Additional paid in capital 22,955
Accumulated deficit (9,938)
---------------------
21,067
---------------------
$ 21,067
=====================
</TABLE>
16
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tiberon Resources Ltd.
Statement of Operations
For the Period April 10, 1998 to December 31, 1998
<S> <C>
Revenue $ -
Costs and expenses:
Legal 3,988
Consulting 3,273
Accounting 1,000
General and administrative 297
Amortization 180
Loss on foreign currency translation 1,200
---------------------
Net loss $ (9,938)
=====================
Per share information:
Weighted average number
of common shares outstanding - basic 5,091,887
=====================
Net loss per common share - basic NILL
=====================
</TABLE>
17
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
Tiberon Resources Ltd.
Statement of Stockholder' Equity
For the Period April 10, 1998 through December 31, 1998
<CAPTION>
Common Stock Additional Accumulated
--------------------------
Shares Amount Paid in Capital Deficit Total
--------------------------------------------------------------------------------
Issuance of stock for
repayment of advances at $0.0025
<S> <C> <C> <C> <C> <C>
per share (Note 4) 2,000,000 $ 2,000 $ 3,000 $ - $ 5,000
Issuance of stock for
cash at $0.0025 per share
(net of issuance costs)(Note 2) 6,000,000 6,000 6,547 - 12,547
Issuance of stock for
cash at $0.30 per share
(net of issuance costs)(Note 2) 50,000 $ 50 $ 13,408 13,458
Net loss for the period 0 0 (9,938) (9,938)
--------------------------------------------------------------------------------
8,050,000$ 8,050 $ 22,955 $ (9,938) $ 21,067
================================================================================
</TABLE>
18
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tiberon Resources Ltd.
Statement of Cash Flows
For the Period April 10, 1998 to December 31, 1998
<S> <C>
Cash flows from operating activities:
Net loss $ (9,938)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 180
(Increase) in prepaid expenses (757)
Net cash used in operating activities (10,515)
------------------------
Cash flows from investing activities:
Organization costs (1,198)
Net cash used in investing activities (1,198)
------------------------
Cash flows from financing activities:
Proceeds from stock sales, net of
issuance costs 31,005
Net cash provided by financing activities 31,005
------------------------
Net increase in cash 19,292
Beginning cash -
Ending cash $ 19,292
========================
</TABLE>
19
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
For the Period April 10, 1998 to August 31, 1998
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on April 10, 1998, in the State of Nevada.
The Company has entered into an agreement to purchase mineral property
claims located in Manitoba, Canada (see Note 3). The Company is in the
exploration stage and is investing in mineral properties.
Exchange Act Guide 7
The Securities and Exchange Commission's Exchange Act Guide 7
"Description of property by issuers engaged or to be engaged in
significant mining operations" requires that mining companies in the
exploration stage should not refer to themselves as development stage
companies in the financial statements, even though such companies
should comply with Financial Accounting Standards Board Statement No.
7, if applicable. Accordingly the Company has not been referred to as
being a development stage company.
Organizational costs
Organizational costs include costs for professional fees and are
amortized using the straight-line method over five years.
Basic loss per share
The basic loss per share is computed by dividing the net loss for the
period by the weighted average number of common shares outstanding for
the period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Loss on foreign currency translation
The Company's functional currency is the U.S. Dollar, however the cash
is held in a Canadian bank account. Therefore, foreign currency
translation resulted in an aggregate exchange loss of $1,200 for the
period.
20
<PAGE>
Tiberon Resources Ltd.
Notes to Financial Statements (Continued)
For the Period April 10, 1998 to August 31, 1998
Note 2. STOCKHOLDERS' EQUITY
During the period, 6,000,000 shares of stock were issued to various
investors at $0.0025 per share for cash of $15,000, pursuant to the
Company's Regulation D, Rule 504 offering ("Rule 504").
Issuance costs were $2,453.
In addition, during September 1998 the Company completed a second
Regulation D, Rule 504 offering and issued 50,000 shares of its $0.001
par value common stock to various investors at $0.30 per share for cash
of $15,000. Issuance costs were $1,542.
Note 3. COMMITMENTS AND CONTINGENCIES
The Company entered into an Agreement on April 28, 1998, to acquire the
rights to mineral claims and explore for copper, nickel and cobalt in
Manitoba, Canada. The agreement is made with an unrelated third party.
The terms of the agreement require the Company to pay a total of
$50,000 of which $25,000 is due on April 28, 1999, and $25,000 is due
on April 28, 2000.
The agreement also requires the Company to fund a $40,000 work program
by April 28, 1999, and an additional $50,000 work program by April 28,
2000.
Note 4. RELATED PARTY TRANSACTIONS
During the period from April 10, 1998 to December 31, 1998 associates
of the sole officer and director of the Company advanced the Company
$5,000 for a legal retainer which was reimbursed to the associates
through the issuance of 2,000,000 shares of common stock.
Note 5. INCOME TAXES
The Company has a Federal net operating loss carryforward of
approximately $9,300, which will expire in the year 2012. The tax
benefit of this net operating loss of approximately $1,860 has been
offset by a full allowance for realization. This carryforward may be
limited upon the consummation of a business combination under Section
381 of the Internal Revenue Code.
21
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCING DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(A) BALANCE SHEET DATED DECEMBER 31, 1998
STATEMENT OF OPERATIONS FOR THE PERIOD FROM APRIL 10, 1998 TO DECEMBER
31, 1998
STATEMENT OF STOCKHOLDER EQUITY FOR THE PERIOD FROM APRIL 10, 1998 TO
DECEMBER 31, 1998
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM APRIL 10, 1998 TO DECEMBER
31, 1998
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 10, 1998 TO
DECEMBER 31, 1998
<TABLE>
(B) INDEX TO EXHIBITS
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Articles of Incorporation 23
3.2 Bylaws 29
10.1 Agreement between the Company and Carey Whitehead dated 51
April 28, 1998 relating to Falcon claims 25, 26 and 27, located in
Manitoba, Canada.
11 Statement Regarding Computation of Per Share Earnings See Financial
Statements
27 Financial Data Schedule 59
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TIBERON RESOURCES LTD.
Date: April 19, 1999 By:/s/Reg Handford
---------------------------------
Reg Handford, President
22
<PAGE>
EXHIBIT 3.1
Articles of Incorporation
of
Tiberon Resources Ltd.
23
<PAGE>
[Stamp of Nevada
Secretary of State]
ARTICLES OF INCORPORATION
OF
TIBERON RESOURCES LTD.
ARTICLE I
The name of the corporation is Tiberon Resources Ltd. (the
"Corporation").
ARTICLE II
The amount of total authorized capital stock which the Corporation
shall have authority to issue is 50,000,000 shares of common stock, each with
$0.001 par value, and 1,000,000 shares of preferred stock, each with $0.01 par
value. To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.195), as the same now exists or may hereafter be
amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or series
within each class of capital stock of the Corporation.
ARTICLE III
The business and affairs of the Corporation shall be managed by a Board
of Directors which shall exercise all the powers of the Corpora tion except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in accordance with the Company's Bylaws; however, the initial Board of
Directors shall consist of one member. The name and address of the person who
shall serve as the director until the first annual meeting of stockholders and
until his successors are duly elected and qualified is as follows:
NAME ADDRESS
Leroy Halterman 11930 Menaul Blvd., N.E., #112
Albuquerque, NM 87112
1
24
<PAGE>
ARTICLE IV
The name and address of the incorporator of the Corporation is
Craig A. Stoner, 455 Sherman Street, Suite 300, Denver, Colorado
80203.
ARTICLE V
To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.037), as the same now exists or may hereafter be
amended or supplemented, no director or officer of the Corporation shall be
liable to the Corporation or to its stockholders for damages for breach of
fiduciary duty as a director or officer.
ARTICLE VI
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, employee, or agent of, or in
any similar managerial or fiduciary position of, another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall
also indemnify any person who is serving or has served the Corporation as a
director, officer, employee, or agent of the Corporation to the extent and in
the manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
ARTICLE VII
The owners of shares of stock of the Corporation shall not have a
preemptive right to acquire unissued shares, treasury shares or securities
convertible into such shares.
ARTICLE VIII
Only the shares of capital stock of the Corporation designated at
issuance as having voting rights shall be entitled to vote at meetings of
stockholders of the Corporation, and only stockholders of record of shares
having voting rights shall be entitled to notice of and to vote at meetings of
stockholders of the Corporation.
2
25
<PAGE>
ARTICLE IX
The initial resident agent of the Corporation shall be the Corpora tion
Trust Company of Nevada, whose street address is 1 East 1st Street, Reno, Nevada
89501.
ARTICLE X
The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to
the Corporation.
ARTICLE XI
The purposes for which the Corporation is organized and its powers are
as follows:
To engage in all lawful business; and
To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporations incorporated pursuant to Nevada law,
whether now or hereafter in effect, and whether or not herein specifically
mentioned.
ARTICLE XII
One-third of the votes entitled to be cast on any matter by each
shareholder voting group entitled to vote on a matter shall constitute a quorum
of that voting group for action on that matter by shareholders.
ARTICLE XIII
The holder of a bond, debenture or other obligation of the Corporation
may have any of the rights of a stockholder in the Corpora tion to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.
3
26
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 7th day of April, 1998.
By/s/CRAIG A. STONER
Craig A. Stoner
Incorporator
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
Personally appeared before me this 7th day of April, 1998, Craig A.
Stoner, who, being first duly sworn, declared that he executed the foregoing
Articles of Incorporation and that the statements therein are true and correct
to the best of his knowledge and belief.
Witness my hand and official seal.
[Notary Seal] /s/NANCY J. PARKS
Notary Public
My commission expires: Address:
455 SHERMAN STREET
10/26/98 SUITE 300
DENVER, CO 80237
K:\FMM\TIBERON\ARTICLES.INC
.01
4
[Seal of Nevada Secretary of State on back side of page]
27
<PAGE>
[Stamp of Nevada Secretary of State]
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Corporation Trust Company of Nevada, with address at One East First Street,
Town of Reno, County of Washoe, State of Nevada, hereby accept the appointment
as Resident Agent of Tiberon Resources Ltd. in accordance with NRS 78.090.
In Witness Whereof, I have hereunto set my hand this 9th day of April,
1998.
CT CORPORATION SYSTEM
/s/Marcia J. Sunahara
-----------------------------
Signature
Marcia J. Sunahara
-----------------------------
Print Name
Spec. Asst. Secretary.
-----------------------------
Title
5
28
<PAGE>
EXHIBIT 3.2
Bylaws
of
Tiberon Resources Ltd.
29
<PAGE>
TIBERON RESOURCES LTD.
BYLAWS
/s/Leroy Halterman
- -----------------------------
Adopted as of April 10, 1998
30
<PAGE>
TIBERON RESOURCES LTD.
BYLAWS
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I
OFFICES
1.1 Registered Office................................................ 1
1.2 Principal Office................................................. 1
ARTICLE II
STOCKHOLDERS
2.1 Annual Meeting .................................................. 1
2.2 Special Meetings................................................. 1
2.3 Place of Meeting................................................. 2
2.4 Notice of Meeting................................................ 2
2.5 Adjournment...................................................... 2
2.6 Organization..................................................... 2
2.7 Closing of Transfer Books or Fixing of Record Date............... 3
2.8 Quorum........................................................... 3
2.9 Proxies.......................................................... 3
2.10 Voting of Shares................................................. 3
2.11 Action Taken Without a Meeting................................... 4
2.12 Meetings by Telephone............................................ 4
-i-
31
<PAGE>
SECTION PAGE
ARTICLE III
DIRECTORS
3.1 Board of Directors; Number; Qualifications; Election............. 4
3.2 Powers of the Board of Directors: Generally...................... 4
3.3 Committees of the Board of Directors............................. 5
3.4 Resignation...................................................... 5
3.5 Removal.......................................................... 5
3.6 Vacancies........................................................ 5
3.7 Regular Meetings................................................. 5
3.8 Special Meetings................................................. 6
3.9 Notice........................................................... 6
3.10 Quorum........................................................... 6
3.11 Manner of Acting................................................. 6
3.12 Compensation..................................................... 6
3.13 Action Taken Without a Meeting................................... 6
3.14 Meetings by Telephone............................................ 6
ARTICLE IV
OFFICERS AND AGENTS
4.1 Officers of the Corporation...................................... 7
4.2 Election and Term of Office...................................... 7
4.3 Removal.......................................................... 7
4.4 Vacancies........................................................ 7
4.5 President........................................................ 8
4.6 Vice Presidents.................................................. 8
4.7 Secretary........................................................ 8
4.8 Treasurer........................................................ 9
4.9 Salaries......................................................... 9
4.10 Bonds............................................................ 9
-ii-
32
<PAGE>
SECTION PAGE
ARTICLE V
STOCK
5.1 Certificates..................................................... 10
5.2 Record........................................................... 11
5.3 Consideration for Shares......................................... 11
5.4 Cancellation of Certificates..................................... 11
5.5 Lost Certificates................................................ 11
5.6 Transfer of Shares............................................... 11
5.7 Transfer Agents, Registrars, and Paying Agents................... 12
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
6.1 Indemnification; Advancement of Expenses......................... 12
6.2 Insurance and Other Financial Arrangements Against
Liability of Directors, Officers, Employees, and
Agents......................................................... 12
ARTICLE VII
ACQUISITION OF CONTROLLING INTEREST
7.1 Acquisition of Controlling Interest.............................. 13
ARTICLE VIII
EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
DEPOSITS; PROXIES
8.1 Execution of Instruments......................................... 13
8.2 Loans ........................................................ 13
8.3 Checks and Endorsements.......................................... 13
8.4 Deposits......................................................... 14
8.5 Proxies.......................................................... 14
8.6 Contracts........................................................ 14
-iii-
33
<PAGE>
SECTION PAGE
ARTICLE IX
MISCELLANEOUS
9.1 Waivers of Notice................................................ 14
9.2 Corporate Seal................................................... 14
9.3 Fiscal Year...................................................... 15
9.4 Amendment of Bylaws.............................................. 15
9.5 Uniformity of Interpretation and Severability.................... 15
9.6 Emergency Bylaws................................................. 15
Secretary's Certification................................................. 16
-iv-
34
<PAGE>
BYLAWS
OF
TIBERON RESOURCES LTD.
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE. The registered office of the Corporation
required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957
("NRS"), Chapter 78, to be maintained in Nevada may be, but need not be,
identical with the principal office if in Nevada, and the address of the
registered office may be changed from time to time by the Board of Directors.
1.2 PRINCIPAL OFFICE. The Corporation may have such other office or
offices either within or outside of the State of Nevada as the business of the
Corporation may require from time to time if so designated by the Board of
Directors.
ARTICLE II
STOCKHOLDERS
2.1 ANNUAL MEETING. Unless otherwise designated by the Board of
Directors, the annual meeting shall be held on the date and at the time and
place fixed by the Board of Directors; provided, however, that the first annual
meeting shall be held on a date that is within 18 months after the date on which
the Corporation first has stockholders, and each successive annual meeting shall
be held on a date that is within 18 months after the preceding annual meeting.
2.2 SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation, for any purpose, may be called by the Chairman of the Board, the
president, any vice president, any two members of the Board of Directors, or the
holders of at least 10% of all of the shares entitled to vote at such meeting.
Any holder or holders of not less than 10% of all the outstanding shares of the
Corporation who desire to call a special meeting pursuant to this Section 2 of
Article II shall notify the president that a special meeting of the stockholders
shall be called. Within 30 days after notice to the president, the president
shall set the date, time, and location of a stockholders' meeting. The date set
by the president shall be not less than 30 nor more than 120 days after the date
of notice to the president. If the president fails to set the date, time, and
location of special meeting within
1
35
<PAGE>
the 30-day time period described above, the stockholder or stockholders calling
the meeting shall set the date, time, and location of the special meeting. At a
special meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
2.3 PLACE OF MEETING. The Board of Directors may designate any place,
either within or outside the State of Nevada, as the place for any annual
meeting or special meeting called by the Board of Directors. If no designation
is made, or if a meeting shall be called otherwise than by the Board, the place
of meeting shall be the Company's principal offices, whether within or outside
the State of Nevada.
2.4 NOTICE OF MEETING. Written notice signed by an officer designated
by the Board of Directors, stating the place, day, and hour of the meeting and
the purpose for which the meeting is called, shall be delivered personally or
mailed postage prepaid to each stockholder of record entitled to vote at the
meeting not less than 10 nor more than 60 days before the meeting. If mailed,
such notice shall be directed to the stockholder at his address as it appears
upon the records of the Corporation, and notice shall be deemed to have been
given upon the mailing of any such notice, and the time of the notice shall
begin to run from the date upon which the notice is deposited in the mail for
transmission to the stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership,
constitutes delivery of the notice to the corporation, association or
partnership. Any stockholder may waive notice of any meeting by a writing signed
by him, or his duly authorized attorney, either before or after the meeting.
2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
2.6 ORGANIZATION. The president or any vice president shall call
meetings of stockholders to order and act as chairman of such meetings. In the
absence of said officers, any stockholder entitled to vote at that meeting, or
any proxy of any such stockholder, may call the meeting to order and a chairman
shall be elected by a majority of the stockholders entitled to vote at that
meeting. In the absence of the secretary or any assistant secretary of the
Corporation, any person appointed by the chairman shall act as secretary of such
meeting. An appropriate number of inspectors for any meeting of stockholders may
be appointed by the chairman of such meeting. Inspectors so appointed will open
and close the polls, will receive and take charge of proxies and ballots, and
will decide all questions as to the qualifications of voters, validity of
proxies and ballots, and the number of votes properly cast.
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2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors
may prescribe a period not exceeding 60 days before any meeting of the
stockholders during which no transfer of stock on the books of the Corporation
may be made, or may fix a day not more than 60 days before the holding of any
such meeting as the day as of which stockholders entitled to notice of and to
vote at such meetings must be determined. Only stockholders of record on that
day are entitled to notice or to vote at such meeting.
2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation,
one-third of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If fewer than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
without further notice for a period not to exceed 60 days at any one
adjournment. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of stockholders so that less than a quorum remains.
If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by classes is required by law or the Articles of Incorporation.
2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy, as prescribed by law. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
6 months from the date of its creation, unless it is coupled with an interest,
or unless the stockholder specifies in it the length of time for which it is to
continue in force, which may not exceed 7 years from the date of its creation.
2.10 VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
stockholders, except as may be otherwise provided in the Articles of
Incorporation or in the resolution providing for the issuance of the stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by the provisions of the Articles of Incorporation. If the Articles of
Incorporation or any such resolution provide for more or less than one vote per
share for any class or series of shares on any matter, every reference in the
Articles of Incorporation, these Bylaws and the General Corporation Law of
Nevada to a majority or other proportion or number of shares shall be deemed to
refer to a majority or other proportion of the voting power of all of the shares
or those classes or series of shares, as may be required by the Articles of
Incorporation, or in the resolution providing for the issuance of the stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by the
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Articles of Incorporation, or the General Corporation Law of Nevada. Cumulative
voting shall not be allowed. Unless the General Corporation Law of Nevada, the
Articles of Incorporation, or these Bylaws provide for different proportions, an
act of stockholders who hold at least a majority of the voting power and are
present at a meeting at which a quorum is present is the act of the
stockholders.
2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given. The written
consent must be filed with the minutes of the proceedings of the stockholders.
2.12 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of
Incorporation or these Bylaws, stockholders may participate in a meeting of
stockholders by means of a telephone conference or similar method of
communication by which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this Section constitutes presence
in person at the meeting.
ARTICLE III
DIRECTORS
3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The
Corporation shall be managed by a Board of Directors, all of whom must be
natural persons at least 18 years of age. Directors need not be residents of the
State of Nevada or stockholders of the Corporation. The number of directors of
the Corporation shall be not less than one nor more than twelve. Subject to such
limitations, the number of directors may be increased or decreased by resolution
of the Board of Directors, but no decrease shall have the effect of shortening
the term of any incumbent director. Subject to the provisions of Article III of
the Corporation's Articles of Incorporation, each director shall hold office
until the next annual meeting of shareholders or until his successor has been
elected and quali fied.
3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such
limitations as may be provided by the General Corporation Law of Nevada or the
Articles of Incorporation, the Board of Directors shall have full control over
the affairs of the Corporation.
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3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more directors,
which, to the extent provided in the resolution or resolutions or in these
Bylaws, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers on which the
Corporation desires to place on a seal. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors. Unless the Articles of Incorporation or these Bylaws
provide otherwise, the Board of Directors may appoint natural persons who are
not directors to serve on committees.
3.4 RESIGNATION. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Board of Directors, the
president, any vice president, or the secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office.
3.5 REMOVAL. Except as otherwise provided in the Articles of
Incorporation, any director may be removed, either with or without cause, at any
time by the vote of the stockholders representing not less than two-thirds of
the voting power of the issued and outstanding stock entitled to voting power.
3.6 VACANCIES. All vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors,
though less than a quorum, unless it is otherwise provided in the Articles of
Incorporation. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A director elected to fill a
vacancy caused by an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until his successor has been elected
and has qualified.
3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after and at the same
place as the annual meeting of stockholders. The Board of Directors may provide
by resolution the time and place, either within or outside the State of Nevada,
for the holding of additional regular meetings without other notice than such
resolution.
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3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the president or a one-third of the directors
then in office. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or outside Nevada, as the
place for holding any special meeting of the Board of Directors called by them.
3.9 NOTICE. Notice of any special meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address. Any director may waive notice of any meeting.
A director's presence at a meeting shall constitute a waiver of notice of such
meeting if the director's oral consent is entered on the minutes or by taking
part in the deliberations at such meeting without objecting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
3.10 QUORUM. A majority of the number of directors elected and
qualified at the time of the meeting shall constitute a quorum for the
transaction of business at any such meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of
a majority of the directors present at the meeting and entitled to vote on that
particular matter shall be the act of the Board, unless the vote of a greater
number is required by law or the Articles of Incorporation.
3.12 COMPENSATION. By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at such meeting; or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all the members of the Board or of the committee. The
written consent must be filed with the minutes of the proceedings of the Board
or committee.
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3.14 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of a telephone conference or similar method of communication
by which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at the meeting.
ARTICLE IV
OFFICERS AND AGENTS
4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a
president, a secretary, and a treasurer, each of whom shall be elected by the
Board of Directors. The Board of Directors may appoint one or more vice
presidents and such other officers, assistant officers, committees, and agents,
including a chairman of the board, assistant secretaries, and assistant
treasurers, as they may consider necessary, who shall be chosen in such manner
and hold their offices for such terms and have such authority and duties as from
time to time may be determined by the Board of Directors. One person may hold
any two or more offices. The officers of the Corporation shall be natural
persons 18 years of age or older. In all cases where the duties of any officer,
agent, or employee are not prescribed by the Bylaws or by the Board of
Directors, such officer, agent, or employee shall follow the orders and
instructions of (a) the president, and if a chairman of the board has been
elected, then (b) the chairman of the board.
4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall
be elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the stockholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until the first
of the following occurs: until his successor shall have been duly elected and
shall have qualified; or until his death; or until he shall resign; or until he
shall have been removed in the manner hereinafter provided.
4.3 REMOVAL. Any officer or agent may be removed by the Board of
Directors or by the executive committee, if any, whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
4.4 VACANCIES. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
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4.5 PRESIDENT. The president shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
Corporation and shall have general and active control of its affairs and
business and general supervision of its officers, agents, and employees. He
shall, unless otherwise directed by the Board of Directors, attend in person or
by substitute appointed by him, or shall execute, on behalf of the Corporation,
written instruments appointing a proxy or proxies to represent the Corporation,
at all meetings of the stockholders of any other corporation in which the
Corporation shall hold any stock. He may, on behalf of the Corporation, in
person or by substitute or by proxy, execute written waivers of notice and
consents with respect to any such meetings. At all such meetings and otherwise,
the president, in person or by substitute or proxy as aforesaid, may vote the
stock so held by the Corporation and may execute written consents and other
instruments with respect to such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject however to the
instructions, if any, of the Board of Directors. The president shall have
custody of the treasurer's bond, if any. If a chairman of the board has been
elected, the chairman of the board shall have, subject to the direction and
modification of the Board of Directors, all the same responsibilities, rights,
and obligations as described in these Bylaws for the president.
4.6 VICE PRESIDENTS. The vice presidents, if any, shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the Board of Directors. In the absence of the president, the
vice president designated by the Board of Directors or (if there be no such
designation) the vice president designated in writing by the president shall
have the powers and perform the duties of the president. If no such designation
shall be made, all vice presidents may exercise such powers and perform such
duties.
4.7 SECRETARY. The secretary shall perform the following: (a) keep the
minutes of the proceedings of the stockholders, executive committee, and the
Board of Directors; (b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and affix the seal to all
documents when authorized by the Board of Directors; (d) keep, at the
Corporation's registered office or principal place of business within or outside
Nevada, a record containing the names and addresses of all stockholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the Corporation's transfer agent or registrar; (e) sign with the
president or a vice president, certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation, unless the Corporation has a transfer agent; and (g) in general,
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the Board of
Directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.
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4.8 TREASURER. The treasurer shall be the principal financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness, and other personal property of the Corporation, and
shall deposit the same in accordance with the instructions of the Board of
Directors. He shall receive and give receipts and acquittances for monies paid
in or on account of the Corporation, and shall pay out of the funds on hand all
bills, payrolls, and other just debts of the Corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
treasurer and, upon request of the Board, shall make such reports to it as may
be required at any time. He shall, if required by the Board, give the
Corporation a bond in such sums and with such sureties as shall be satisfactory
to the Board, conditioned upon the faithful performance of his duties and for
the restoration to the Corporation of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the Corporation. He shall have such other powers and perform such other
duties as may be from time to time prescribed by the Board of Directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the
Corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare
and file all local, state, and federal tax returns, prescribe and maintain an
adequate system of internal audit, and prepare and furnish to the president and
the Board of Directors statements of account showing the financial position of
the Corporation and the results of its operations.
4.9 SALARIES. Officers of the Corporation shall be entitled to such
salaries, emoluments, compensation, or reimbursement as shall be fixed or
allowed from time to time by the Board of Directors.
4.10 BONDS. If the Board of Directors by resolution shall so require,
any officer or agent of the Corporation shall give bond to the Corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of that officer's or agent's duties
and offices.
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ARTICLE V
STOCK
5.1 CERTIFICATES. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the Corporation by its
president or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the Corporation, or with a facsimile thereof. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of the officers or
agents, the transfer agent or transfer clerk or the registrar of the Corporation
may be printed or lithographed upon the certificate in lieu of the actual
signatures. If the Corporation uses facsimile signatures of its officers and
agents on its stock certificates, it cannot act as the registrar of its own
stock, but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is delivered by the
Corporation, the certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed the certificates, or whose facsimile signature has been used thereon, had
not ceased to be an officer of the Corporation. If the Corporation is authorized
to issue shares of more than one class or more than one series of any class,
each certificate shall set forth upon the face or back of the certificate or
shall state that the Corporation will furnish to any stockholder upon request
and without charge a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and, if the Corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences between
the shares of each such series, so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.
Each certificate representing shares shall state the following upon the
face thereof: the name of the state of the Corporation's organization; the name
of the person to whom issued; the number and class of shares and the designation
of the series, if any, which such certificate represents; the par value of each
share represented by such certificate or a statement that the shares are without
par value. Certificates of stock shall be in such form consistent with law as
shall be prescribed by the Board of Directors. No certificate shall be issued
until the shares represented thereby are fully paid.
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5.2 RECORD. A record shall be kept of the name of each person or other
entity holding the stock represented by each certificate for shares of the
Corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other entity in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof, and thus a holder of record of
such shares of stock, for all purposes as regards the Corporation.
5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed from time to time by the Board of Directors. That part of the
surplus of the Corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, promissory notes, other property, tangible or intangible, or in
labor or services actually performed for the Corporation, contracts for services
to be performed or other securities of the Corporation.
5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen, or destroyed certificates.
5.5 LOST CERTIFICATES. In case of the alleged loss, destruction, or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond, in such form and amount and with such surety as it
may determine, before issuing a new certificate.
5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a
transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the Corporation which shall be kept at its
principal office or by its registrar duly appointed.
The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof, and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as may be required by the laws of Nevada.
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5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at
its discretion appoint one or more transfer agents, registrars, and agents for
making payment upon any class of stock, bond, debenture, or other security of
the Corporation. Such agents and registrars may be located either within or
outside Nevada. They shall have such rights and duties and shall be entitled to
such compensation as may be agreed.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extent
permitted by the laws of the State of Nevada (currently set forth in NRS
78.751), as the same now exists or may hereafter be amended or supplemented, the
Corporation shall indemnify its directors and officers, including payment of
expenses as they are incurred and in advance of the final disposition of any
action, suit, or proceeding. Employees, agents, and other persons may be
similarly indemnified by the Corporation, including advancement of expenses, in
such case or cases and to the extent set forth in a resolution or resolutions
adopted by the Board of Directors. No amendment of this Section shall have any
effect on indemnification or advancement of expenses relating to any event
arising prior to the date of such amendment.
6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by
the laws of the State of Nevada (currently set forth in NRS 78.752), as the same
now exists or may hereafter be amended or supplemented, the Corporation may
purchase and maintain insurance and make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, for any liability asserted against such
person and liability and expense incurred by such person in its capacity as a
director, officer, employee, or agent, or arising out of such person's status as
such, whether or not the Corporation has the authority to indemnify such person
against such liability and expenses.
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ARTICLE VII
ACQUISITION OF CONTROLLING INTEREST
7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the General
Corporation Law of Nevada pertaining to the acquisition of a controlling
interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same now
exists or may hereafter be amended or supplemented, shall not apply to the
Corporation.
ARTICLE VIII
EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
DEPOSITS; PROXIES
8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall
have the power to execute and deliver on behalf of and in the name of the
Corporation any instrument requiring the signature of an officer of the
Corporation, except as otherwise provided in these Bylaws or where the execution
and delivery thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation. Unless authorized to do so by
these Bylaws or by the Board of Directors, no officer, agent, or employee shall
have any power or authority to bind the Corporation in any way, to pledge its
credit, or to render it liable pecuniarily for any purpose or in any amount.
8.2 LOANS. The Corporation may lend money to, guarantee the obligations
of, and otherwise assist directors, officers, and employees of the Corporation,
or directors of another corporation of which the Corporation owns a majority of
the voting stock, only upon compliance with the requirements of the General
Corporation Law of Nevada.
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for
the payment of money, obligations, notes, or other evidences of indebtedness,
bills of lading, warehouse receipts, trade acceptances, and other such
instruments shall be signed or endorsed by such officers or agents of the
Corporation as shall from time to time be determined by resolution of the Board
of Directors, which resolution may provide for the use of facsimile signatures.
8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the Corporation's credit in such banks or
other depositories as shall from time to time be determined by resolution of the
Board of Directors, which
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resolution may specify the officers or agents of the Corporation who shall have
the power, and the manner in which such power shall be exercised, to make such
deposits and to endorse, assign, and deliver for collection and deposit checks,
drafts, and other orders for the payment of money payable to the Corporation or
its order.
8.5 PROXIES. Unless otherwise provided by resolution adopted by the
Board of Directors, the president or any vice president may from time to time
appoint one or more agents or attorneys-in-fact of the Corporation, in the name
and on behalf of the Corpora tion, to cast the votes which the Corporation may
be entitled to cast as the holder of stock or other securities in any other
corporation, association, or other entity any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other corporation, association, or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
8.6 CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
ARTICLE IX
MISCELLANEOUS
9.1 WAIVERS OF NOTICE. Whenever notice is required by the General
Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws,
a waiver thereof in writing signed by the director, stockholder, or other person
entitled to said notice, whether before, at, or after the time stated therein,
or his appearance at such meeting in person or (in the case of a stockholders'
meeting) by proxy, shall be equivalent to such notice.
9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in
form and bearing the name of the Corporation, the state of its incorporation,
and the word "Seal" which, when adopted, shall constitute the seal of the
Corporation. The seal may be used by causing it or a facsimile of it to be
impressed, affixed, manually reproduced, or rubber stamped with indelible ink.
9.3 FISCAL YEAR. The Board of Directors may, by resolution, adopt
a fiscal year for the Corporation.
14
48
<PAGE>
9.4 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any
time, and from time to time, be amended, supplemented or repealed by the Board
of Directors.
9.5 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall
be so interpreted and construed as to conform to the Articles of Incorporation
and the laws of the State of Nevada or of any other state in which conformity
may become necessary by reason of the qualification of the Corporation to do
business in such state, and where conflict between these Bylaws, the Articles of
Incorporation or the laws of such a state has arisen or shall arise, these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any provision hereof or the application thereof
shall be deemed to be invalid by reason of the foregoing sentence, such
invalidity shall not affect the validity of the remainder of these Bylaws
without the invalid provision or the application thereof, and the provisions of
these Bylaws are declared to be severable.
9.6 EMERGENCY BYLAWS. Subject to repeal or change by action of the
stockholders, the Board of Directors may adopt emergency bylaws in accordance
with and pursuant to the provisions of the laws of the State of Nevada.
15
49
<PAGE>
SECRETARY'S CERTIFICATION
The undersigned Secretary of Tiberon Resources Ltd. (the "Corporation")
hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation
adopted by the Board of Directors as of the 10th day of April, 1998.
By/s/LEROY HALTERMAN
Leroy Halterman
Secretary
K:\FMM\TIBERON\BYLAWS.WPD
16
50
<PAGE>
EXHIBIT 10.1
Agreement between the Company and Carey Whitehead dated April 28, 1998
relating to Falcon claims 25, 26 and 27, located in Manitoba, Canada
51
<PAGE>
AGREEMENT
THIS AGREEMENT dated this 28th of April, 1998 is made
BETWEEN:
CAREY WHITEHEAD of #201 - 7117 Antrim Avenue, Burnaby, BC
V5J 4M8
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
AND:
TIBERON RESOUCES LTD., a company duly incorporated under the
laws of Nevada, USA and having an office at #21- - 11930
Menaul St. NE, Albuquerque, New Mexico, 87112
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of a 100% right, title and
interest in those certain mineral claims located in Manitoba, Canada (the
"Claims") and more particularly set out in Schedule "A" hereto;
B. The Vendor has the sole right and authority to sell, transfer and
otherwise deal with the Claims;
C. The Vendor wishes to sell and the Purchaser wishes to purchase from
the Vendor 100% of the right, title and interest to the Claims, subject to and
upon the terms and conditions contained herein;
D. The Vendor is at arm's length to Tiberon Resources and has no
relationship with Tiberon.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
52
<PAGE>
1. Subject to regulatory approval, the Vendor hereby sells to the Purchaser a
100% undivided legal and beneficial interest in and to the Claims (the
"Interest"), subject only to the retention by the Vendor of the 2.5% net smelter
return royalty as defined in Schedule "B" hereto (the "NSR"), in consideration
of the following:
(a) work commitment to spend $40,000 in year one;
(b) the payment of $25,000 cash by the Purchaser to the Vendor, due and
payable six months after the signing of this agreement;
(c) work commitment to spend $50,000 in year two;
(d) the payment of $25,000 cash by the Purchaser to the Vendor, due and
payable two years after the signing of this agreement;
2. The Purchaser hereby agrees to file all the necessary forms with all
applicable regulatory bodies, as required, in order to obtain regulatory
approval for the acquisition of the Interest in the Claims by the Purchaser
within fourteen (14) business days of signing this Agreement.
3. Title to the Interest in the Claims shall be transferred to the Purchaser
forthwith upon completion of the payment and the issuance of the Shares as
provided in Section I herein, free and clear of all liens, charges and
encumbrances, subject only to the provisions of this Agreement.
4. If the cash payment is not made by the time frames set forth in Section I
herein then the Vendor shall give written notice of the breach to the Purchaser
and the Purchaser shall have 10 days form the date of the notice to rectify the
breach and if during such 10 day period, the Purchaser has failed to remedy the
breach then this Agreement shall terminate at the end of such 10 day period and
the ownership of the Claims shall be retained by the Vendor and the parties
shall have no further obligations to each other whatsoever.
5. The purchase of the Claims is subject to a 2.5% NSR (as defined in
Schedule "B" hereto) retained by the Vendor. The Purchaser shall have the sole
and exclusive right and option to purchase up to 80% of the NSR in two equal
parts at any time within four years of commencement of commercial production
based as follows:
(a) $1,000,000 (the "NSR Cash Purchase Price") for the first 40% of the NSR, or
the first 1% of the total 2.5% NSR and thereby reducing the royalty held by
the Vendor to 1.5% , and any monies paid by the Purchaser on account of the
NSR prior to the Purchaser exercising its right to purchase the NSR, or any
part thereof, shall be applied against the NSR Cash Purchase Price and
reduce such price accordingly; and
53
<PAGE>
(b) 100,000 common shares of the Purchaser for the second 40% of the NSR, or the
second 1% of the total 2.5% NSR and thereby reducing the royalty held by the
Vendor to 0.5%.
For the purposes of this Agreement, commercial production shall be deemed to
have commenced when the concentrator processing ores from the Claims for other
than testing purposes.
6. The Vendor warrants and represents to the Purchaser that:
(a) it is the sole and beneficial owner of a 100% undivided interest in the
Claims and has the title, power, authority and right to enter into this
Agreement and to dispose of its interest in the Claims;
(b) the Claims are duly registered in the name of Carey Whitehead;
(c) the Claims and interests that comprise the Claims have been properly staked
and recorded in compliance with the applicable laws and regulations of
Manitoba and there are no disputes threatened or now existing as to the
title or the staking or the recording of the Claims except that the parties
acknowledge that there may be certain areas within the mapstaked area which
mineral rights are subject to third parties.
(d) the Claims are in good standing in accordance with the applicable laws and
regulations of Manitoba; and
(e) the Vendor has not done anything whereby the Claims may become encumbered;
(f) it is a body corporate which is duly incorporated, validly existing and in
good standing under the applicable laws of its jurisdiction of
incorporation;
(g) it has full right, title, power and authority to enter into this Agreement
and to carry out the transaction contemplated hereunder; and
(h) the execution of this Agreement is in accordance with proper corporate
authority.
6A. The representations and warranties contained in section 6 are provided
for the exclusive benefit of the Purchaser and a breach of any one or
more thereof may be waived by the Purchaser in whole or in part at any
time without prejudice to its rights in respect of any other breach of
the same or any other representation or warranty and the
representations and warranties contained in section 6 shall survive the
execution of this Agreement.
7. the Purchaser warrants and represents that:
54
<PAGE>
(a) it is a body corporate which is duly incorporated, validly existing and is
in good standing under the applicable laws of its jurisdiction of
incorporation;
(b) it has full right, title, power and authority to enter into this Agreement
and to carry out the transaction contemplated hereunder; and
(c) the execution of this Agreement is in accordance with proper corporate
authority.
8. The Purchaser covenants and agrees that it shall perform all exploration
work done on the Claims in a prudent, miner-like manner and in compliance with
applicable legislation.
9. The Parties agree to execute such further assurances or agreements and do
all such other things as may be necessary in order to give full force and effect
to this Agreement and to carry out its terms.
10. Time shall be of the essence of this Agreement.
11. Unless otherwise provided herein, any notice or other communication to a
party under this Agreement shall be five in writing and shall be delivered
personally or by telecopy, addressed to the parties as follows:
IF TO THE VENDOR:
CAREY WHITEHEAD
#201 - 7117 Antrim Avenue
Burnaby, BC V5J 4M8
IF TO THE PURCHASER:
TIBERON RESOURCES LTD.
#219 - 11930 Menaul St. NE
Albuquerque, NM 87112
Each party may change its address for service at any time by notice in writing
to the other.
12. This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and assigns. It is expressly understood
and agreed that the Purchaser shall have the right to assign all its right,
title and interest in and to this Agreement, including all its obligations
hereunder, without recourse back to the Purchaser, to any other person or
company at the sole discretion of the Purchaser and the Vendor agrees to execute
any such consent to assignment or other acknowledgment as may be reasonably
requested by the Purchaser.
55
<PAGE>
13. This Agreement may be executed in several counterparts, each of which will
be deemed to be an original and all of which together constitute one and the
same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED AND DELIVERED by
CAREY WHITEHEAD in the presence of
/s/Sarah Cabianca /s/ Carey Whitehead
- -------------------------- ------------------------
Name Carey Whitehead
Sarah Cabianca
- --------------------------
Print Name
4519 Woodgreen Dr.
- --------------------------
Address
W. Vancouver, B.C
- --------------------------
V7S-2T8
- --------------------------
SIGNED AND DELIVERED by
TIBERON RESOURCES LTD.
Per:/s/LEROY HALTERMAN
Leroy Halterman
AUTHORIZED SIGNATORY
56
<PAGE>
SCHEDULE "A"
To that Agreement between CAREY WHITEHEAD, as the Vendor, and TIBERON RESOURCES
LTD. as the Purchaser, dated the 28th day of April, 1998.
<TABLE>
<CAPTION>
CLAIM LICENCE SIZE NTS EXPIRY DATE
(HA)
<S> <C> <C> <C> <C>
Falcon #25 SV8821 15 621-01SW Dec 28/99
621-01SE
Falcon #26 SV8820 10 621-02SE Dec 28/99
Falcon #27 SV8819 10 621-02SE Dec 28/99
</TABLE>
57
<PAGE>
SCHEDULE "B"
To that Agreement between CAREY WHITEHEAD, as the Vendor, and TIBERON RESOURCES
LTD. as the Purchaser, dated the 28th day of April, 1998.
DEFINITION OF NET SMELTER RETURN ROYALTY
For the purposes of this Agreement the term "net smelter return royalty" or
"NSR" means all monies realized and actually received by the Purchaser from the
sale of ores, concentrates, and/or minerals mined or extracted form the Claims
(the "Product"), including premiums, bonuses and subsidies less, if the Product
requires smelting or other processing, all monies paid or payable by the
Purchaser on account of:
(a) all smelting, refining, treatment, selling and other costs, charges and
penalties charged by the smelter or other purchase of the Product;
(b) all costs of loading, transporting and insuring such Product from the Claims
to the smelter or other purchaser; and
(c) freight allowance, royalties paid or payable, and all taxes paid by the
Purchaser on such Product except income taxes, including but not limited to
production, severance, net proceeds, sales and privilege taxes.
In the event that smelting or refining are carried out in facilities owned or
controlled, in whole or in part, by the Purchaser, charges, costs and penalties
for such operations shall equal the amount the Purchaser would have incurred if
such operations were carried out at facilities not owned or controlled by the
Purchaser which offer comparable services for comparable products on prevailing
terms.
The NSR shall be calculated at the end of each calendar quarter and paid by the
Purchaser to the Vendor within 45 days of the end of each calendar quarter.
58
<PAGE>
EXHIBIT 27
Financial Data Schedule
59
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-10-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 19,292
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,049
<PP&E> 0
<DEPRECIATION> 180
<TOTAL-ASSETS> 21,067
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 8,050
<OTHER-SE> 13,017
<TOTAL-LIABILITY-AND-EQUITY> 21,067
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (9,938)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,938)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,938)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,938)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
