UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(B)
OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001071832
ACCORD VENTURES INC.
(NAME OF SMALL BUSINESS COMPANY IN ITS CHARTER)
Nevada 98-019-9141
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 1 - 1224 Avenue Road
Toronto, Ontario M5N 2G6
- ---------------------------------------- ----------
(Address of Principal Executive Officer) (Zip Code)
(604) 688-3931
----------------------------
(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART 1
Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 9
Item 3 Description of Property 10
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 11
Item 5 Directors, Executive Officers, Promoters and
Control Persons 13
Item 6 Executive Compensation 14
Item 7 Certain Relationships and Related Transactions 15
Item 8 Description of Securities 16
PART 11
Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 18
Item 2 Legal Proceedings 18
Item 3 Disagreement With Accountants and Financial Disclosure 18
Item 4 Recent Sales of Unregistered Securities 19
Item 5 Indemnification of Directors and Officers 20
PART F/S
Financial Statements 21
PART 111
Item 1 Index to Exhibits 37
Item 2 Description of Exhibits 37
-------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
<PAGE>
PART 1
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE COMPANY
Accord Ventures Inc., a Nevada corporation (the "Company"), was
incorporated on September 15, 1998. The Company has no subsidiaries and no
affiliated companies. The Company's executive offices are located at Suite 1 -
1224 Avenue Road, Toronto, Ontario, Canada, M5N 2G6.
The Company is engaged in the exploration and development of mineral
properties. (see Part 1, "Exploration and Development of the Semple Mineral
Property").
The Company is in the development stage and is seeking a quotation on the
NASD OTC Bulletin Board. It has filed the required documents with NASD
Regulations, Inc. and is in the process of responding to certain deficiencies
relating to the filing of its Form 15c-211.
The Company has no revenue to date from the development of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "Plan of Operations"), but there can be no
assurance that the Company will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.
PLANNED BUSINESS
In addition to exploring and developing its mineral property, the Company
plans to seek out additional mineral properties either by way of purchase,
staking or joint venturing of other mineral properties. (See Part 1, Item 2 -
Management's Discussion and Analysis or Plan of Operation").
Much of the discussion contained in this section is "forward looking", as
the term is identified in, or contemplated by, Section 21E of the Exchange Act.
Actual results may materially differ from the Company's plans as currently
contemplated. Information concerning all the factors associated with the Company
is set forth in this Item 1 and in Items 2 and 3 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.
EXPLORATION AND DEVELOPMENT OF THE SEMPLE MINERAL PROPERTY
a. Purchase of Mineral claim in Semple Township of Timmins, Ontario
On September 24, 1998, the Company entered into a Purchase Agreement with
Lui Holdings Ltd. whereby for the sum of $25,000 it acquired a 100% interest in
the property described as P 1228789
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(the "property") in the Semple Township of Ontario, Canada (refer to Exhibit 6
(a) (ii)). The Company received a Transfer of Unpatented Mining Claim(s) filed
under Transaction No. T9860.00088 which gave the Company ownership over the
property (refer to Exhibit 99(b)).
Under the above noted Agreement, the Company was required to pay the full
purchase price within sixty days of signing the agreement. The purchase price
was paid on October 22, 1998. In addition, the Company agreed to have a
geological report prepared on the property at its own expense (refer to Exhibit
99 (a)). Once the purchase price was paid, Lui Holdings Ltd. had no further
rights or claims to the mineral property.
Staking of the Mineral Property
The mineral property was staked by Frank Renaudat for Lui Holdings Ltd. and
comprises 16 unit claims recorded under number 1228789 in the Semple Township,
Porcupine Mining Division, Ontario, Canada.
c. Location and Access
The Timmins area covers about 1,036 km, and is located largely within the
newly established boundaries of the of the City of Timmins which itself embraces
an area of 72 km by 48 km.
The property lies some 59 km south of Timmins in NTS quadrant 41 P/14.
Approximate geographic co-ordinates are 47(0)57' north latitude by 87(0)15' west
longitude.
An all weather gravel road, the continuation of Pine Street south from
Timmins, leads to and passes by the property. Road distance from the
intersection of Highway 101 and Pine Street in downtown Timmins to the
property's #3 corner post is 68.4 km. In winter, the road is plowed at least as
far as the Saw Mill Cafe (located approximately 9 km north of the claim), and
possibly further depending upon forestry activities. A secondary logging road
constructed within the last 10 years provides convenient access to the northern
section of the property. Logging roads from operations in the 1950's form a
network over the entire property, are now overgrown but could conceivably be
cleared out if and when needed.
The Exploration History in the Timmins Area
The Timmins area contains numerous occurrences of gold, silver, copper,
nickel, scheelite, talc and magnesite. There have been 32 mines, four of which
are still operating, which have produced approximately CDN $2,000,000,000 worth
of gold.
Although gold was noted in the Porcupine area by E.M. Burwash (1896) and
later by W.R. Parks (1898), both of whom were geologists attached to Niven's
survey party, it was not until 1909 that economic discoveries were made by such
prospectors as George Bannerman, Alec Gilles, Benjamin Hollinger, Sandy McIntyre
and Tom Middleton. Since then, a wide variety of geological investigations has
taken place in the Timmins area.
Originally gold and iron were the main commodities sought, but by the late
1940's and early 1950's, following the advent of airborne geophysical surveys
and the increased use of ground geophysics, the focus shifted to nickel and
asbestos deposits associated with ultramafic bodies. After
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the discovery in 1964 of the major Kidd Creek copper-zinc volcanogenic massive
sulphide deposit, exploration efforts were also directed towards the search for
similar deposits associated with the felsic volcanic rocks of the township.
PAST EXPLORATION OF THE COMPANY'S PROPERTY
Summaries for exploration work conducted on the properties now overlain in
whole or in part by the Issue's claim are as follows:
a. 1950 -1953: Dominion Gulf Company
Dominion Gulf Company staked sufficient ground to cover the entire claim
now owned by the Company. Results of detailed ground magnetic and geological
surveys plus diamond drilling outlined a crescent shaped ultramafic body
mineralized with fine (majority less than 1/16") asbestos fibres. After drilling
13 holes, no commercial amounts for fibre were located.
b. 1965 - 1966: Mining Corporation of Canada Limited
Two EM conductors, one intermittent and of medium strength and the other
strong, were defined. Two holes were drilled to a total of 601 feet. Nickel
assay values averaged 0.26%. Asbestos fibres were also noted in the core.
c. 1967: Daniel Mining Company Ltd.
Daniel Mining Company Ltd.'s 36 claim property entirely included the claim
now held by the Company. Four holes were drilled to test an area for its
asbestos potential. The best 25 foot section held 1% fibres, but were mainly
short (1/16 inch) in length.
d. 1971: Canex Aerial Exploration Limited
Canex Aerial Exploration Limited acquired sufficient claims which now
partially cover the Company's property. One hole was drilled to a depth of 481
feet which intersected serpentinized peridotite with traces of fine disseminated
sulphide. No assays were reported.
e. 1973 - 1976: Granges Exploration A.B.
In 1973 Granges Exploration A.B. contracted Questor Surveys Limited to fly
a combined fixed wing magnetic and electromagnetic survey over all or part of
the 13 townships including Semple. Several anomalous responses were detected in
the vicinity of the Company's claim. One of the small block of 7 claims was
staked that slightly over-lapped the North East corner of the Company's claim. A
compilation map files with assessment data indicated that the claims were
gridded, surveyed with ground EM and drilled (one hole), however, details for
the work were not recorded. The airborne anomaly staked was located 350 miles
north of the Company's northwest property corner.
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f. 1989 - 1991: Falconbridge Limited
In 1989, Aerodat Limited flew a combined helicopter borne magnetic,
electromagnetic and VLF survey over the area of Falconbridge Limited's Halliday
Project. Only the eastern half of the present Company's property is within the
area flown.
One short 2 line EM conductor was located on the Company's claim and
another intermittent 5 line anomaly 300 metres north of the northeast corner.
Both Falconbridge anomalies were situated on the flanks of magnetic highs and
with coincident low resisivities which were interpreted to be ultramafic bodies.
One drill hole (303.6 metres) was drilled to test the EM anomaly to the
north (previously drilled by Granges but not reported). Utramafic komatiitic
flows (with spinifex texture) were found inter-bedded with graphitic sediments
with up to 10% pyrite or exhalative sediments. A second hole (393 metres) was
drilled 1.6 km west of the southwest corner at Company's claim block. Mafic and
ultramafic volcanic units mineralized with up to 5% pyrite over short intervals
were inter-bedded with silicious sediment, graphitic sediment and felsic tuff
with up to 5% pyrite. Work credits for the holes were spread over Falconbridge's
irregularly shaped 47 claim property which included the area of the Company's
claim.
MINERAL DEPOSITS ON THE COMPANY'S PROPERTY
There is no known mineral deposit on the Company's property, but two
showings do exist. An asbestos occurrence located in the very northwest sector
and consisting of fine veinlets of cross fibre in peridotite has been drill
tested. The best 25 foot section held 1% fibres mostly of short 1/16 inch
length. The second showing does not outcrop. Mining Corporation hole #2 located
near the inner contact at the fold nose was assayed for nickel. Assays for
samples over its entire length in peridotite (95 to 449 feet) averaged 0.26%
Nickel and ranged as high as 0.41% nickel.
The potential for nickel/copper sulphide deposits hosted with the
ultramafic has received only passing scrutiny.
In the intervening 33 years since the Mining Corporation EM survey , vast
improvements in depth penetration, sensitivity, etc. have been made in
geophysical instrumentation. Obviously then, the mafic-ultramafic intrusion has
not been adequately examined for potential nickel deposits. Additional
exploration efforts are required and justified to delinate and drill test the
airborne EM anomalies.
RECOMMENDATION FOR FUTURE EXPLORATION ACTIVITIES
In a report prepared by James Burns, P.Geo., 190 Graye Crescent, Timmins,
Ontario, Canada, P4N 8K8, commissioned by the Company, attached herein as
Exhibit 99 (a), Mr. Burns recommended that the Company should investigate the
potential of the mafic-ultramafic intrusion to host nickel/copper sulplhide
deposits. He recommends a two phase program as follows:
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Phase 1
The Phase includes additional staking of 14 units, line cutting at 100
metres interval spacing, max-min survey and magnetic and VLF EM surveying for a
cost of CDN $45,000.
Phase 11
This Phase includes an IP Survey, selecting and prioritizing targets for
drilling, diamond drilling of conductive targets and preparation of a geological
report on the results for a cost of CDN $120,000.
In the event the Company does not wish to immediately undertake the two
Phase program either in whole or in part, the Company can pay cash to the
Ministry of Mines of Ontario and maintain the property in good standing. As
indicated in the geological report prepared by James Burns, P. Geo., he stated
that "assessment work in the amount of $6,400 is due on or before September 24,
2000." The equivalent amount in US funds is $4,366. Therefore, there is no
immediate need to undertake either a partial or complete work program since the
property will remain in good standing for slightly under two years.
COMPANY'S MAIN PRODUCT
The Company's primary product will be the exploration and development of
its mineral property which might eventually result in the sale of minerals, both
precious and commercial. The Company is not at the stage of development whereby
minerals can be mined and sold thereby giving the Company a cash flow.
COMPANY'S EXPLORATION FACILITIES
The Company will be exploring and developing its mineral claims initially
in the Timmins area of Ontario and does not plan to build any mill or smelter
until such time as a production decision is made. This will be several years
into the future before the need to build a permanent facility is warranted.
During the exploration period, the Company will use tent facilities to house its
geological workers since this will be by far the most economic way to proceed.
RISK INHERENT IN MINERAL PROPERTIES
There are certain inherent risks with mineral properties from the point of
view of the Company and its shareholders as follows:
1. The Semple Township property does not contain a known body of commercial
ore and, therefore, any program conducted on these properties would be an
exploratory search of ore.
2. There is no certainty that any expenditures made in the exploration of the
Semple property will result in discoveries of commercial quantities of ore.
Most exploration projects do not result in the discovery of commercially
mineable deposits of ore.
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3. Resource exploration and development is a speculative business, marked by a
number of significant risks including, among other things, unprofitable
effort resulting not only from the
4. Failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in size or grade to return a profit
from production. The marketability of any minerals acquired or discovered
may be affected by numerous factors which are beyond its control and which
cannot be accurately predicted, such as market fluctuations, the proximity
and capacity of milling facilities, mineral markets and processing
equipment, and such other factors as government regulations, including
regulations relating to royalties, allowable production, importing and
exporting of minerals, and environmental protection. The mineral industry
is intensely competitive and the Company competes with other companies that
have greater resources.
5. Mining operations generally involve a high degree of risk. Hazards such as
unusual or unexpected formations and other conditions are involved. The
Company may become subject to liability for pollution, cave-ins or hazards
against which it cannot insure or which it may not elect to insure. The
payment of such liabilities may have a material, adverse effect on the
Company's financial position.
6 Prior to commencing mining operations on any of its properties, the Company
must meet certain stringent environmental requirements. Compliance with
these requirements may prove to be difficult and expensive.
7. While the Company has obtained the usual industry standard title reports
with respect to the Semple Township property, this should not be construed
as a guarantee of title. This property may be subject to prior unregistered
agreements or transfers or native land claims and title may be affected by
undetected defects. Certain of the claims may be under dispute and
resolutions of a dispute may result in the loss of all of such property or
a reduction in the Company's interest therein.
8. The Semple Township property has never been surveyed and, accordingly, the
precise location of the boundaries of the property and ownership of mineral
rights on specific tracts of land comprising the property may be in doubt.
L. OTHER MINERAL PROPERTIES
The Company has not identified any other mineral properties either for
staking or purchasing. It is contemplated that the Company will seek other
mineral properties during the summer of 1999 in order to diversify its holdings
into other areas of interest and minerals. The Company has not as yet
inaugurated any steps towards the investigation of any mineral properties, and
does not presently have the financial capacity to do so. Any staking and/or
purchasing of mineral properties may involve the issuance of substantial blocks
of the Company's shares.
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EMPLOYEES
As at January 20, 1999, the Company did not have any employees either part
time or full time. Initially the Company will not wish to bear the burden of
carrying full time employees especially during periods when it is difficult to
work on the property due to weather conditions.
The Company is not a party to any employment contracts or collective
bargaining agreements. The Ontario area has a relatively large pool of people
experienced in exploration and development of mineral properties; being mainly
geologists and mining consultants. In addition, there is no lack of people who
have experience in working on mineral properties either as laborers or
prospectors. The Company will use independent workers and consultants initially
on a part time basis.
COMPETITION
There are numerous other mining companies, both large and small, in the
Ontario area and in the rest of North America. Nevertheless, the Company has
acquired its property and has ownership to the mineral rights thereon. It, with
the availability of funds, is able to develop its properties without the worry
of competition. Competition is applicable in the raising of capital for future
exploration work. If there is a shortage of capital, the Company might find it
difficult to compete with larger and more well-known companies for capital. The
raising of capital is the main area of competition for the Company.
The exploration and development business is highly competitive and highly
fragmented, dominated by both large and small mining companies. Success will
largely be dependent on the Company's ability to attract talent from the mining
field. There is no assurance that the Company's mineral expansion plans will be
realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" as that term
is contemplated by Section 21E of the Securities Exchange Act. Actual work
performed on the Company's mineral property may differ from the recommended work
program as set forth in the geological report dated October 14, 1998 prepared by
J.G. Burns & Associates. Factors that could cause the work program to differ are
described throughout this report.
PLAN OF OPERATION
The Company has to date concentrated on the Semple Township property. In
the future, the Company will seek to investigate numerous other mining
properties to determine which ones are of merit and are of interest to the
Company. Subject to the availability of financing, the Company will seek to
increase its inventory of mineral properties and, if acceptable to management,
enter into joint venture agreements to develop various other mineral properties
of merit. (See Part 1, Item 1 - "Description of the Business"). The Company will
seek to generate such funds through the sale of securities and/or institutional
financing. If an underwriter can be found, a public offering of common stock
will be considered; alternatively the Company will seek to raise funds through a
private offering of securities to an institutional buyer or through a registered
broker dealer. The Company does not
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presently have any financing arranged for nor has any underwriter yet expressed
interest in such an offering, and there can be no assurance that an underwriter
can be found on terms acceptable to the Company. In the absence of such
financing, the Company may be unable to put its plans into effect.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 1998, the Company had $44,476 of assets, and $4,711 of
liabilities. As of December 31, 1998, the Company had $29,895 of assets, and
$982 of liabilities (unaudited), including cash or cash equivalents amounting to
$4,895.
The Company has no contractual obligations for either lease premises,
employment agreements or work commitments on the Semple Township properties and
has made no commitments to acquire any asset of any nature.
Operational and administrative expenses of the Company for 1999 are
projected to be approximately CDN$45,000 for exploration work on the Fame
properties and US$10,000 for general and administrative expenses. The majority
of the general and administrative expenses relate to filing costs, transfer
agents fees and audit and accounting.
Management does not believe the Company's operations have been materially
affected by inflation.
ITEM 3. DESCRIPTION OF PROPERTY
A single 16 unit claim (256 ha) numbered 1228789 located in Semple
Township, Porcupine Mining Division, Ontario comprises the property (see Part 1-
"Exploration and Development of the Semple Property).
OFFICES
The Company's executive offices are located at Suite 1 - 1224 Avenue Road,
Toronto, Ontario, Canada. The office is located in the personal residence of the
President of the Company. There is no charge to the Company for using this
office.
OTHER PROPERTY
The Company does not own any other property other than the rights to the
minerals located on the Semple Township property.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of December
31, 1998.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common ALLAN WILSON 2,000,000 20.66%
Shares Suite 1 - 1224 Avenue Road
Toronto, Ontario
Canada, M5N 2G6
Common DAVID ZOSIAK 2,000,000 20.66%
Shares 2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
Common PAUL BERRY 500,000 5.17%
Shares 17 Brownlee Drive
R.R. #1
Bradford, Ontario
Canada, L3Z 2A4
</TABLE>
(1) As of December 31, 1998, there were 9,680,000 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of December 31, 1998.
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<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common ALLAN WILSON 2,000,000 (3) 20.66%
Shares Suite 1 - Avenue Road
Toronto, Ontario
Canada, M5N 2G6
Common DAVID ZOSIAK 2,000,000 (3) 20.66%
Shares 2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
Common PAUL BERRY 500,000 (3)(4) 5.17%
Shares 17 Brownlee Drive
R.R. #1
Bradford, Ontario
Canada, L3Z 2A4
All officers and directors as a 4,500,000 46.49%
group (three persons)
</TABLE>
(1) As of December 31, 1998, there were 9,680,000 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.
(3) Mr. Wilson is President of the Company and one of the controlling
shareholders. This stock is restricted since it was issued in compliance
with the exemption form registration provided by Section 4 (2) of the
Securities Act of 1933, as amended. After this stock has been held for one
(1) year, Mr. Wilson could sell a percentage of his shares every three
months based on 1% of the outstanding stock. Therefore, this stock cannot
be sold except in compliance with the provisions of Rule 144.
Mr. Zosiak is a Director and Secretary Treasurer of the Company and one of
the controlling shareholders. This stock is restricted since it was issued
in compliance with the exemption form registration provided by Section 4
(2) of the Securities Act of 1933, as amended. After this stock has been
held for one (1) year, Mr. Zosiak could sell a percentage of his shares
every three months based on 1% of the outstanding stock. Therefore, this
stock cannot be sold except in compliance with the provisions of Rule 144.
Mr. Berry is a Director of the Company. This stock is restricted since it
was issued in compliance with the exemption form registration provided by
Section 4 (2) of the Securities Act of 1933, as amended. After this stock
has been held for one (1) year, Mr. Barry could sell a percentage of his
shares every three months based on 1% of the outstanding stock. Therefore,
this stock cannot be sold except in compliance with the provisions of Rule
144.
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(4) The immediate family of Mr. Berry acquired shares in the capital stock of
the Company under two separate Offering Memorandums dated September 21 and
October 5, 1998 respectively. The number of shares so acquired in total was
4,900 shares. This stock has been restricted and the appropriate legend
affixed thereto since the two acquiring shareholders live in the same
residence as Mr. Berry.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the Company's directors and executive
officers as of December 31, 1998. Directors are elected at the Company's annual
meeting of stockholders and hold office until their successors are elected and
qualified. The Company's officers are appointed annually by the Board of
Directors and serve at the pleasure of the Board.
Term as
Director
Name Position Held Expires
---- ------------- -------
Allan Wilson President and Director 1999
David Zosiak Secretary Treasurer and 1999
Director
Paul Berry Director 1999
ALLAN WILSON, 58, graduated from high school in Ontario. From 1987 to 1989
he was employed as general manager for Agnico Eagle Mines in the Port of
Newcastle before accepting a position as general manager for Bramelea Ltd. He
was employed with Bramelea from 1989 to 1996 when be became an independent
management consultant.
DAVID ZOSIAK, 34, graduated from Centennial Senior Secondary School in 1981
and subsequently attended Douglas College where he obtained a marketing
management diploma in 1984. Subsequent to graduation he become employed with
McDermid St. Lawrence Chisholm Ltd., a brokerage house in Vancouver, Canada
where he worked as a sales assistant. From 1991 to 1994 he was employed by Esso
Avitat as a driver for fuel trucks and other assorted assignments. In 1994 he
was employed by Georgia Pacific Securities as a stockbroker before changing
firms and moving to Wolverton Securities in 1995 where he worked with a national
and international clientele to achieve their financial portfolio goals. In 1997
he became an investors relations consultant who liaises with shareholders
regarding the status of their investments.
PAUL BERRY, 53, attended Upper Canada College from 1952 to 1961 before
attending Cantab College from 1961 to 1964. Subsequent to attending college he
took various industrial marketing courses at Ryerson School of Technology in
Toronto, Ontario. Upon graduation he was employed by C.T.S. Industrial Sales
Ltd. from 1965 to 1970 where he marketed mill supplies before becoming sales
manager of the operation. From 1970 to 1979 he was employed by Apollo Dynamic
Corporation as Vice-President of Sales. Subsequently he was employed as a sales
engineer for Gray Engineering Group Inc. where he managed all sales and projects
in Ontario. From 1981 to 1989 he was employed by PRO-DYNE Equipment Inc. where
he was the president until the business was sold in 1989. Currently he is
employed as a leasing consultant for JWB Auto Leasing Inc. which is a medium
sized independent leasing company specializing in individual and fleet vehicles.
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None of the Directors or Executive Officers work full time for the Company,
but intend to devote such time as their responsibilities require. None of the
Company's Directors are currently directors of other companies registered under
the Securities Act of 1934.
There are no family relationships between the directors, executive officers
or with any person under consideration for nomination as a director or
appointment as an executive officer of the Company.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's executive officers have received compensation since
the Company's inception.
The following table sets forth compensation paid or accrued by the Company
during the period ended December 31, 1998 to the Company's President and shows
compensation paid to any other officers or directors.
SUMMARY COMPENSATION TABLE (1998)
<TABLE>
<CAPTION>
Long Term Compensation (US Dollars)
-----------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Allan Wilson, 1998 -0- -0- -0- -0- -0- -0-
President and
Director
David Zosiak, 1998 -0- -0- -0- -0- -0- -0-
Secretary
Treasurer and
Director
Paul Berry, 1998 -0- -0- -0- -0- -0- -0-
Director
</TABLE>
There has been no compensation given to any of the Directors or Officers during
1999. There are no stock options outstanding as at December 31, 1998 and no
options have been granted in 1999, but it is contemplated that the Company may
issue stock options in the future to officers, directors, advisers and future
employees.
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.
14
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has never before filed a prospectus specified under Section
10(a) of the Securities Act of 1933 at this time. The Company raised funds
through two separate Offering Memorandums as more fully described below.
Shares issued to Directors and Officers
The directors and officers of the Company subscribed for 4,500,000 shares
at $0.0015 per share for a total consideration of $6,750. The breakdown of the
shares are as follows:
Allan Wilson 2,000,000 common shares
David Zosiak 2,000,000 common shares
Paul Berry 500,000 common shares
This stock is restricted since it was issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. After this stock has been held for one year, the holders of
these shares of the Company could sell a percentage of their shares every three
months based on 1% of the outstanding stock in the Company. Therefore, this
stock can be sold after the expiration of one year in compliance with the
provisions of Rule 144. There are "stop transfer" instructions placed against
this stock and a legend is imprinted on each stock certificate.
Shares issued to various shareholders at $0.002 per share
The Company accepted subscriptions from various individuals in the amount
of 5,000,000 shares at a price of $0.002 per share. All these shareholders are
either relatives or close friends of one or more directors. None of these
shareholders hold in excess of 5% of the shares of the Company. Rule 504
exemption was claimed for the 5,000,000 shares. Form D was filed with the United
States Securities and Exchange Commission. This stock can be traded without
restrictions.
Offering Memorandum dated September 21, 1998
Under the Offering Memorandum dated September 21, 1998, the Company offered
a maximum of 100,000 common shares and a minimum of 30,000 common shares at a
price of $0.10 per share. The Company accepted subscriptions and subsequently
issued share certificates to 24 individual shareholders who purchased 30,000
common shares at a price of $0.10 per share. All shareholders were either
friends, relatives or business associates of one or more of the directors.
Rule 504 exemption was claimed and a Form D was filed with the United
States Securities and Exchange Commission. This stock can be traded without
restrictions provided persons owing less than 5% of the outstanding stock do so.
The exception to this is that 1,500 shares were sold to the son of one of
the directors who lives in the same house as the director. This stock is
restricted since it was issued in compliance with the exemption from
registration by Section 4(2) of the Securities Act of 1933, as amended. After
this stock has been held for one year, the shareholder can sell a percentage of
his shares every three months based on 1% of the outstanding stock in the
Company. Therefore, this stock cannot be sold until the expiration of one (1)
year in compliance with the provisions of Rule 144.
15
<PAGE>
All investors contacted decided to acquire shares in the stock of the
Company. None refused. The relationship between the individual shareholders, the
officers and directors is indicated in Appendix 5 attached hereto.
Offering Memorandum dated October 5, 1998
Under an Offering Memorandum dated October 5, 1998, the Company offered a
maximum of 300,000 common shares and a minimum of 100,000 common shares at a
price of $0.20 per share. Refer to Appendix 11.
This second Offering Memorandum was approved by the directors subsequent to
the identification of the mineral property in Timmins, Ontario. Due to Timmins
being a known producing gold area and the mineral property purchased by the
Company from Lui Holdings Ltd. was indicated to be a property of merit, it was
felt that any further shares subscribed for should reflect the overall potential
increase in value of this property. Therefore, it was decided by the directors
that all further issuance of shares should be done at a price of $0.20 per
share.
The Company accepted subscriptions from 20 individual shareholders who
purchased 150,000 common shares in total. All shareholders were aware that
previously shares had been subscribed for a lower prices. All shareholders were
either friends, relatives or business associates of one or more of the
directors.
Rule 504 exemption was claimed and a Form D was filed with the United
States Securities and Exchange Commission. This stock can be traded without
restrictions provided persons owing less than 5% of the outstanding stock do so.
The exception to this is that 3,400 shares were sold to the wife and
daughter of one of the directors who both live in the same house as the
director. This stock is restricted since it was issued in compliance with the
exemption from registration by Section 4(2) of the Securities Act of 1933, as
amended. After this stock has been held for one year, the shareholder can sell
1% of the outstanding stock in the Company every three months. Therefore, the
3,400 shares cannot be sold until the expiration of one (1) year in compliance
with the provisions of Rule 144.
Certain parties interested in the Company's success have contributed and
continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement.
The directors of the Company are directors, officers, stockholders and
employees of other companies but are not directors or officers of any companies
presently in the mining industry. Nevertheless, conflicts of interest may arise
between their duties as directors of the Company and as directors and officers
of other companies.
ITEM 8. DESCRIPTION OF SECURITIES
The Company's articles of incorporation currently provide that the Company
is authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at December 31, 1998, 9,680,000 shares were outstanding.
16
<PAGE>
COMMON STOCK
Each holder of record of the Company's common stock is entitled to one vote
per share in the election of the Company's directors and all other matters
submitted to the Company's stockholders for a vote. Holders of the Company's
common stock are also entitled to share ratably in all dividends when, as, and
if declared by the Company's Board of Directors from funds legally available
therefor, and to share ratably in all assets available for distribution to the
Company's stockholders upon liquidation or dissolution, subject in both cases to
any preference that may be applicable to any outstanding preferred stock. There
are no preemptive rights to subscribe to any of the Company's securities, and no
conversion rights or sinking fund provisions applicable to the common stock.
Neither the Company's articles of incorporation nor its bylaws provide for
cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.
17
<PAGE>
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's stock is not presently traded or listed on any public market.
The Company has made a submission through its market maker Mr. Julio Serrano,
Kensington Capital Corp., 4910 13th Avenue, Brooklyn, New York, New York, 11219.
To date the Company has responded to the majority of all deficiencies to its
Form 15c-211 indicated by NASD Regulations, Inc. Upon effectiveness of the
Company's registration statement under the Securities Exchange Act of 1934, it
is anticipated one or more broker dealers may make a market in its securities
over the counter, with quotations carried on the National Association of
Securities Dealers, Inc.'s "OTC Bulletin Board".
HOLDERS
The approximate number of record holders of the Company's common stock as
at January 20, 1998 is 51
DIVIDENDS
The Company has never paid cash dividends on its common stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and expansion of its business.
TRANSFER AGENT
The Company's transfer agent is Nevada Agency & Trust Co., 50 West Liberty
Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Company is a party or to which
its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
From inception to date, the Company's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to October 31, 1998 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.
18
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to December 31, 1998, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):
(i) Subscription of 4,000,000 shares by the Directors and Officers of the
Company
On September 21, 1998 the Company issued to its President, Allan Wilson,
2,500,000 common shares, to its Secretary Treasurer and Director, David Zosiak,
1,500,000 common shares and to its third director, Paul Berry, 500,000 common
shares, all at a price of $0.001 per share. This stock is restricted since it
was issued in compliance with the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. After this stock has
been held for one year, the Directors could sell within a three month period a
percentage of their shares based on 1% of the outstanding stock in the Company.
Therefore, this stock can be sold after the expiration of one year in compliance
with the provisions of Rule 144. There are "stop transfer" instructions placed
against this certificate and a legend has been imprinted on the stock
certificate itself.
(ii) Subscription for 6,000,000 shares at $0.001 per share
On September 18, 1998, the Company accepted subscriptions from six
investors in the amount of 5,000,000 shares at a price of $0.002 per share. Rule
504 exemption was claimed for the 5,000,000 shares. Forms D were filed with the
United States Securities and Exchange Commission. This stock can be traded
without restrictions. None are related to the directors or officers or each
other. All the shareholders live outside the United States and none are US
citizens.
Subsequent with the filing of a Form 15c-211 with NASD Regulations, Inc.
for a quotation on the OTC Bulletin Board, the Company was advised by all of the
above noted shareholders that they had sold part of their shares to other
shareholders in order to reduce their share position below 5%.
(iii) Subscription for 30,000 shares at $0.10 per share
The Company accepted subscriptions from 24 individual shareholders who
purchased 30,000 common shares at a price of $0.10 per share under an Offering
Memorandum dated September 21, 1998. Rule 504 exemption was claimed and Forms D
were filed with the United States Securities and Exchange Commission. This stock
can be traded without restrictions provided persons owing less than 5% of the
outstanding stock do so. The exception to this is that 1,500 shares were sold to
a member of a Director's immediate family who lives in the same residence as the
Director. The 1,500 shares are restricted since they were issued in compliance
with the exemption from registration by Section 4(2) of the Securities Act of
1933, as amended. After the 1,500 shares have been held for one year, the
shareholder can sell within a given three month period shares based on 1% of the
outstanding stock in the Company. Therefore, this stock cannot be sold until the
expiration of one (1) year in compliance with the provisions of Rule 144. All
the shareholders subscribing for shares under the Offering Memorandum dated
September 20, 1998 are located outside of the United States and none are US
citizens.
19
<PAGE>
(iv) Subscription for 150,000 shares at $0.20 per share
The Company accepted subscriptions from 20 individual shareholders who
purchased 150,000 common shares at a price of $0.20 per share under an Offering
Memorandum dated October 5, 1998. Rule 504 exemption was claimed and Forms D
were filed with the United States Securities and Exchange Commission. This stock
can be traded without restrictions provided persons owning less than 5% of the
outstanding stock do so. The exception to this is that 3,400 shares were sold to
members of a Director's immediate family who live in the same residence as the
Director. The 3,400 shares are restricted since they were issued in compliance
with the exemption from registration by Section 4(2) of the Securities Act of
1933, as amended. After the 3,400 shares have been held for one year, the
shareholders can sell within a given three month period shares based on 1% of
the outstanding stock in the Company. Therefore, this stock cannot be sold until
the expiration of one (1) year in compliance with the provisions of Rule 144.
All the shareholders subscribing for shares under the Offering Memorandum dated
October 5, 1998 are located outside of the United States and none are US
citizens.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust, or other enterprise. The Company's bylaws provide that such person shall
be indemnified and held harmless to the fullest extent permitted by Nevada law.
Nevada law permits the Company to advance expenses in connection with
defending any such proceedings, provided that the indemnitee undertakes to repay
any such advances if it is later determined that such person was not entitled to
be indemnified by the Company. The Company's bylaws require that the Company
advance such funds upon receipt of such an undertaking with respect to
repayment.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
20
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
Page
----
Report of Independent Certified Public Accountants 22
Financial Statements of Accord Ventures Inc.
Balance Sheet as at October 31, 1998 23
Statement of Operations for the Period from September 15, 1998 (Date
of Inception) to October 31, 1998 24
Statement of Changes in Stockholders' Equity for the Period from
September 15, 1998 (Date of Inception) to October 31, 1998 25
Statement of Cash Flows for the Period from September 15, 1998 (Date
of Inception) to October 31, 1998 26
Notes to Financial Statements 27
Unaudited Financial Statements Prepared by Management
Balance Sheet as at December 31, 1998 30
Statement of Operations for the Period from October 31, 1998 to
December 31, 1998 31
Statement of Changes in Stockholders' Equity for the Period
from October 31, 1998 to December 31, 1998 32
Statement of Cash Flows for the Period from October 31, 1998
to December 31, 1998 33
Notes to Financial Statements 34
21
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Salt Lake City, Utah, 84106
Business Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com
Board of Directors
Accord Ventures, Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Accord Ventures, Inc. (a
development stage company) at October 31, 1998, and the statement of operations,
stockholders' equity, and cash flows for the period from September 15, 1998
(date of inception) to October 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 audits.
We conducted our audits 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 financial statement presentation.
We believe that our audits provide 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 Accord Ventures, Inc. at
October 31, 1998, and the results of operations, and cash flows for the period
from September 15, 1998 (date of inception) to October 31, 1998, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 . These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
November 20, 1998
A member of ACF International with affiliated offices worldwide
22
<PAGE>
ACCORD VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 31, 1998
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 19,476
--------
Total Current Assets 19,476
--------
OTHER ASSETS
Mineral lease - Note 3 25,000
--------
$ 44,476
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,711
--------
Total Current Liabilities 4,711
--------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 9,680,000 shares issued and outstanding 9,680
Capital in excess of par value 40,070
Deficit accumulated during the development stage (9,985)
--------
Total Stockholders' Equity 39,765
--------
$ 44,476
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
ACCORD VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 15 , 1998
(DATE OF INCEPTION) TO OCTOBER 31, 1998
<TABLE>
<S> <C>
SALES $ --
EXPENSES 9,985
-----------
NET LOSS $ (9,985)
===========
NET LOSS PER COMMON SHARE
Basic $ (.001)
===========
AVERAGE OUTSTANDING SHARES
Basic 9,680,000
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
24
<PAGE>
ACCCORD VENTURES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 15,1998 (DATE OF INCEPTION)
TO OCTOBER 31,1998
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE SEPTEMBER 15, 1998 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.0015 - September 28, 1998 4,500,000 4,500 2,250 --
Issuance of common stock for cash
at $.002- September 29, 1998 5,000,000 5,000 5,000 --
Issuance of common stock for cash
at $.10 - October 1, 1998 30,000 30 2,970 --
Issuance of common stock for cash
at $.20 - October 15, 1998 150,000 150 29,850 --
Net operating loss for the period from
September 15, 1998 to October 31, 1998 -- -- -- (9,985)
--------- --------- --------- ---------
BALANCE OCTOBER 31, 1998 9,680,000 $ 9,680 $ 40,070 $ (9,985)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
25
<PAGE>
ACCORD VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(DATE OF INCEPTION) TO OCTOBER 31,1998
<TABLE>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (9,985)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 4,711
--------
Net Cash From Operations (5,274)
========
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of mineral lease (25,000)
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 49,750
--------
Net Increase in Cash 19,476
Cash at Beginning of Period --
--------
Cash at End of Period $ 19,476
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<PAGE>
ACCORD VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 15, 1998 with authorized common stock of 200,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties.
The Company is in the development stage.
Since its inception the Company has completed three Regulation D offerings
of 5,180,000 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting, Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company has elected a fiscal year ending June 30 and has not completed
an operating period.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding using the treasury stock
method in accordance with FASB statement No. 128.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be cash
equivalents.
27
<PAGE>
ACCORD RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Foreign Currency Translation
The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.
Amortization of Capitalized Mineral Lease Costs
The Company will use the successful efforts method to amortize the capitalized
costs of any mineral leases it acquires, which provides for capitalizing the
purchase price of the project and the additional costs directly related to
proving the properties, and amortizing these amounts over the life of the
mineral deposit. All other costs will be expensed as incured. Unamortized
capitalized costs will be expensed if the property is proven to be of no value.
Financial Instruments
The carrying amounts of financial instruments, including cash, mineral leases,
and accounts payable, are considered by management to be their estimated fair
values. These values are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. PURCHASE OF MINERAL LEASES
The Company acquired a 16 unit metric lease for $25,000, located in Semple
Township in the Porcupine Mining District of Ontario, Canada, with an
expiration date of September 24, 2000.
A geological study has been completed as provided in the purchase
agreement.
28
<PAGE>
ACCORD VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (CONTINUED)
8 RELATED PARTY TRANSACTIONS
Related parties have acquired 72% of the common stock issued for cash.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
9 GOING CONCERN
Management is currently seeking other mineral leases which it believes can be
profitable. successful in this effort the Company will need additional working
capital.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.
Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.
29
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
(Unaudited - Prepared by Management)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 4,895
Total Current Assets 4,895
--------
OTHER ASSETS
Mining claim - Note 3 25,000
--------
$ 29,895
========
LIABILITIES
Accounts payable and accrued liabilities $ 982
--------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value, 9,680,000 shares issued and outstanding 9,680
Capital in excess of par value 40,070
Deficit accumulated during the development stage (20,837)
--------
Total Stockholders' Equity 28,913
--------
$ 29,895
========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
30
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from September 15, 1998 (Date of Inception)
to December 31, 1998
(Unaudited - Prepared by Management)
<TABLE>
<S> <C>
SALES $ --
EXPENSES 20,837
-----------
NET LOSS $ (20,837)
===========
NET LOSS PER COMMON SHARE
Basic $ 0.002
===========
AVERAGE OUTSTANDING SHARES
Basic 9,680,000
===========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
31
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY For the period from
September 15, 1998 (Date of Inception)
to December 31, 1998
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE SEPTEMBER 15, 1998 (date of inception) -- $ -- $ -- $ --
Issuance of common shares for cash at
$0.0015 - September 21, 1998 4,500,000 4,500 2,250 --
Issuance of common shares for cash at
$0.002 - September 22, 1998 5,000,000 5,000 5,000 --
Issuance of common shares for cash at
$0.10 - October 1, 1998 30,000 30 2,970 --
Issuance of common shares for cash at
$0.20 - October 15, 1998 150,000 150 29,850 --
Net operating loss for the period from
September 15, 1998 to December 31, 1998 -- (20,837)
--------- --------- --------- ---------
BALANCE DECEMBER 31, 1998 9,680,000 $ 9,680 $ 40,070 $ (20,837)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
32
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from September 15, 1998
(Date of Inception)
to December 31, 1998
(Unaudited - Prepared by Management)
<TABLE>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(20,837)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Increase in accounts payable 982
--------
Net Cash from Operations (19,855)
--------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Mineral claim (25,000)
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 49,750
--------
Net Increase in Cash 4,895
Cash at Beginning of Period --
--------
CASH AT END OF PERIOD $ 4,895
========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
33
<PAGE>
ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 15, 1998 with the authorized common shares of 200,000,000 shares
at $0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties.
The Company is in the development stage.
Since its inception the Company has completed three Regulation D offerings
of 5,180,000 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company has elected a fiscal year ending June 30 and has not completed
an operating period.
Earning (loss) per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding using the treasury stock
method in accordance with FABS Statement No. 128.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be cash
equivalents.
34
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ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
Foreign Currency Translation
The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year
end exchange rates and the income and expenses at the average rates of
exchange prevailing during the period reported on.
Amortization of Capitalized Mining Lease Costs
The Company will use successful efforts method to amortize the capitalized
costs of any mining leases it acquires, which provides for capitalizing the
purchase price of the project and the additional costs directly related to
providing the properties, and amortizing these amounts over the life of the
mineral deposit. All other costs are expensed as incurred. Unamortized
capitalized costs will be expensed if the property is proven to be of no
value.
Financial Instruments
The carrying amounts of financial instruments, including cash, mineral
leases, and accounts payable, are considered by management to be their
standard fair values. These values are not necessarily indicative of the
amounts that the Company could realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing unaudited financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of the assets
and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these unaudited financial
statements.
3. PURCHASE OF A MINERAL LEASE
The Company acquired a 16 unit metric lease for $25,000, located in Semple
Township in the Porcupine Mining District of Ontario, Canada, with an
expiration dated of September 24, 2000.
A geological study has been completed as provided in the purchase
agreement.
35
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ACCORD VENTURES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
4. RELATED PARTY TRANSACTIONS
Related parties acquired 46.49% of the common shares issued for cash.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional
business ventures which also may require their attention. If specific
business opportunities become available, such persons may face a conflict
in selecting between the Company and their other business interests. The
Company has formulated no policy for the resolution of such conflicts.
5. GOING CONCERN
Management is currently seeking other mineral leases which it believes can
be profitable. To be successful in this effort the Company will need
additional working capital.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate in the future.
Management recognizes that, if it is unable to raise additional capital,
the Company cannot be successful in its efforts.
36
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PART 111
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NO.
- -------
(2) Charter and By-Laws
(a) Articles of Incorporation of Accord Ventures Inc. filed September 15,
1998 (filed herewith, page 39)
(b) Bylaws (filed herewith, page 43)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith, page 55)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between Registrant and
Nevada Agency & Trust Co., dated September 22, 1998 (filed
herewith, page 56)
8 Purchase Agreement with Lui Holdings Ltd. Dated September 24,
1998 (files herewith, page 59)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent certified
public accountants (filed herewith, page 66)
(11) Statement re computation of per share earnings
Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
Note
(99) Addition Exhibits
(a) Geological Report on the Semple Township Property prepared by J.G.
Burns & Associates dated October 14, 1998 (filed herewith, page 67)
(b) Transfer of Unpatented Mineral Claims (filed herewith, page 93)
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 39 through 93]
37
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
ACCORD VENTURES INC.
(Registrant)
by /s/ DAVID ZOSIAK
------------------------------
David Zosiak
Secretary Treasurer and Director
Dated: February 17, 1999
38
ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF
ACCORD VENTURES, INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the State of Nevada relating to private corporations, hereby adopts the
following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
ACCORD VENTURES, INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process is
Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
1. [OMNIBUS]. To have to exercise all the powers now or hereafter conferred
by the laws of the State of Nevada upon corporations organized pursuant to
the laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto.
11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such state,
territory, or foreign country, and to have and maintain in any state,
territory, or foreign country a business office, plant, store or other
facility.
111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified herein
shall be construed both as purposes and powers and shall be in no wise
limited
39
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or restricted by reference to, or inference from, the terms of any other
clause in this or any other article, but the purposes and powers specified
in each of the clauses herein shall be regarded as independent purposes and
powers, and the enumeration of specific purposes and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or of the general powers of the corporation; nor shall the expression of
one thing be deemed to exclude another, although it be of like nature not
expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common Capital Shares,
PAR VALUE ONE MILL ($0.001) per share for a total capitalization OF TWO HUNDRED
THOUSAND DOLLARS ($200,000).
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be governed
by a Board of Directors of no more than eight (8) nor less than one (1) person.
The names and addresses of the first Board of Director are:
NAME ADDRESS
---- -------
Allan G. Wilson 1224 Avenue Road, Suite 1
Toronto, Ontario
Canada M5N 2G6
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the corporation,
after the amount of the subscription price or par value has been paid in, shall
not be subject to pay debts of the corporation, and no paid up stock and no
stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator of
the corporation is as follows:
40
<PAGE>
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall be
adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of stockholders shall be
held at such place within or without the State of Nevada as may be provided by
the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the recordholder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholdershaving at
least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.
ARTICLE. TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.
41
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed her
signature at Reno, Nevada this 10th day of July, 1998.
by /s/ "Amanda Cardinalli"
---------------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: SS.
COUNTY OF WASHOE }
On the l4th day of September, 1998, before me, the undersigned, a NOTARY
PUBLIC in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
by /s/ "Margaret Oliver"
---------------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 1998
42
BY LAWS
EXHIBIT NO. 2 (B)
OF
ACCORD VENTURES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
SECTION 1. The registered office of this corporation shall be in the City of
Reno, State of Nevada.
SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
SECTION 2. Annual meetings of the stockholders shall be held on the anniversary
date of incorporation each year if not a legal holiday and, and if a legal
holiday, then on the next secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which the stockholders shall
elect by vote a Board of Directors and transact such other business as may
properly be brought before the meeting.
SECTION 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President or the Secretary, by resolution of the Board of
Directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose of the proposed meeting.
43
<PAGE>
SECTION 4. Notices of meetings shall be in writing and signed by the President
or Vice-President or the Secretary or an Assistant Secretary or by such other
person or persons as the Directors shall designate. Such notice shall state the
purpose or purposes for which the meeting is called and the time and the place,
which may be within or without this State, where it is to be held. A copy of
such notice shall be either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than ten nor more than sixty days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to an officer of the corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting, it shall not be necessary to deliver or mail such notice of the
meeting to the transferee.
SECTION 5. Business transactions at any special meeting of stockholders shall be
limited to the purpose stated in the notice.
SECTION 6. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings 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.
SECTION 7. When a quorum is present or represented at any meeting, the vote of
the holders of 10% of the stock having voting power present in person or
represented by proxy shall be sufficient to elect Directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.
SECTION 8. Each stockholder of record of the corporation shall be entitled at
each meeting of the stockholders to one vote for each share standing in his name
on the books of the corporation. Upon the demand of any stockholder, the vote
for Directors and the vote upon any question before the meeting shall be by
ballot.
SECTION 9. At any meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all the powers
conferred by such written instruction upon all of the persons so
44
<PAGE>
designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be voted at a meeting of the stockholders unless it shall
have been filed with the Secretary of the meeting when required by the
inspectors of election. All questions regarding the qualifications of voters,
the validity of proxies and the acceptance of or rejection of votes shall be
decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer at the meeting.
SECTION 10. Any action which may be taken by the vote of the stockholders at a
meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
ARTICLE 3
DIRECTORS
SECTION 1. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
SECTION 2. The number of Directors which shall constitute the whole board shall
be riot less than one and not more than eight. The number of Directors may from
time to time be increased or decreased to not less than one nor more than eight
by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this
Article, each Director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.
SECTION 3. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the
stockholders.
A vacancy or vacancies on the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any Director, or if the authorized
number of Directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at
45
<PAGE>
which any Director or Directors are elected to elect the full authorized number
of Directors to be voted for at that meeting.
The stockholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. If the Board of Directors
accepts the resignation of a Director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective
No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
ARTICLE 4
MEETING OF THE BOARD OF DIRECTORS
SECTION 1. Regular meetings of the Board of Directors shall be held at any place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.
SECTION 2. The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the meeting of stockholders and at
the place thereof. No notice of such meeting shall be necessary to the Directors
in order legally to constitute the meeting, provided a quorum be present. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.
SECTION 3. Regular meetings of the Board of Directors may be held without call
or notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.
SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman or the President or by the Vice-President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered or taxed, it shall be
so delivered or taxed at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing, delivery or taxing as above
provided shall be due, legal and personal notice of such Director.
46
<PAGE>
SECTION 5. Notice of the time and place of holding an adjourned meeting need not
be given to the absent Directors if the time and place be fixed at the meeting
adjourned.
SECTION 6. The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of holding such meeting, or approvals of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION 7. The majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number be
required by law or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record thereof, if assented
to in writing by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.
SECTION 8. A quorum of the Directors may adjourn any Directors meeting to meet
again at stated day and hour; provided, however, that in the absence of a
quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
ARTICLE 5
COMMITTEES OF DIRECTORS
SECTION 1. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of two or more of the Directors of the corporation
which, to the extent provided in the resolution, shall and may exercise the
power 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 which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.
SECTION 2. The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
SECTION 3. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a written consent
47
<PAGE>
thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
ARTICLE 6
COMPENSATION OF DIRECTORS
SECTION 1. The Directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE 7
NOTICES
SECTION 1. Notices to Directors and stockholders shall be in writing and
delivered personally or mailed to the Directors or stockholders at their
addresses appearing on the books of the corporation. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.
SECTION 2. Whenever all parties entitled to vote at any meeting, whether of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting or oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
SECTION 3. Whenever any notice whatever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE 8
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any person may
hold two or more offices.
SECTION 2. The Board of Directors at its first meeting after each annual meeting
of stockholders shall choose a Chairman of the Board who shall be a Director,
and shall choose a President, a Secretary and a Treasurer, none of whom need be
Directors.
SECTION 3. The Board of Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 4. The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.
SECTION 5. The officers of the corporation shall hold office at the pleasure of
the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
SECTION 6. The CHAIRMAN OF THE BOARD shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability of the Chairman
of the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform other such duties as the Board of Directors may from
time to time prescribe.
SECTION 8. The PRESIDENT shall be the chief executive officer of the corporation
and shall have active management of the business of the corporation. He shall
execute on behalf of the corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
corporation.
SECTION 9. The VICE-PRESIDENTS shall act under the direction of the President
and in absence or disability of the President shall perform the duties and
exercise the powers of the President. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate
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<PAGE>
one or more Executive Vice-Presidents or may otherwise specify the order of
seniority of the Vice-Presidents. The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.
SECTION 10. The SECRETARY shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and will perform
other such duties as may be prescribed by the President or the Board of
Directors.
SECTION 11. The ASSISTANT SECRETARIES shall act under the direction of the
President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform other such duties and have such other powers as the President and
the Board of Directors may from time to time prescribe.
12. SECTION The TREASURER shall act under the direction of the President.
Section Subject to the direction of the President he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all money and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
SECTION 13. The ASSISTANT TREASURERS in order of their seniority, unless
otherwise determined by the President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
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ARTICLE 9
CERTIFICATES OF STOCK
SECTION 1. Every stockholder shall be entitled to have a certificate signed by
the President or a Vice- President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more that one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.
SECTION 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
SECTION 3. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duty endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation regarding transfer and ownership of
shares have been compiled with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less than ten (IO) days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date of the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the
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such case, such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed, shall be entitled to notice of and
to vote as such meeting, or any adjournment thereof, or to receive such payment
of dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after such record date fixed as aforesaid.
SECTION 6. The corporation shall be entitled to recognize the person registered
on its books as the owner of the share to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claims to or interest in such shares or
shares on the part of any -other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE 10
GENERAL PROVISIONS
SECTION 1. Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.
SECTION 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 3. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
SECTION 4. The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
SECTION 5. The corporation may or may not have a corporate seal, as may be from
time to time determined by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
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ARTICLE 11
INDEMNIFICATION
Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
ARTICLE 12
AMENDMENTS
SECTION 1. The Bylaws may be amended by a majority vote of all the stock issued
and outstanding and entitled to vote at any annual or special meeting of the
stockholders, provided notice of intention to amend shall have been contained in
the notice of the meeting.
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SECTION 2. The Board of Directors by a majority vote of the whole Board at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify particulars of the Bylaws
which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED SEPTEMBER 15,1998.
CERTIFICATE OF THE SECRETARY
I, David Zosiak, hereby certify that I am the Secretary of ACCORD VENTURES,
INC., and the foregoing Bylaws, consisting of 8 pages, constitute the code of
Bylaws of this company as duly adopted at a regular meeting of the Board of
Directors of the corporation held on September 15, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name on September 15, 1998.
/s/ "David Zosiak"
- ---------------------------
Secretary
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EXHIBIT 3(A)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
SPECIMEN STOCK CERTIFICATES
NUMBER CUSIP NO. 00435V 10 6
SHARES
ACCORD VENTURES, INC.
Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-Shares of ACCORD VENTURES, INC. Common Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile of its duly
authorized officers.
Dated:
- ------------------------------------ -----------------------------------
Secretary President
Not valid unless countersigned by transfer agent
Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501
By
--------------------------------
Authorized Signature
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TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 22nd day of September, 1998, by
and between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and
ACCORD VENTURES INC., 320 - 1100 Melville Street, Vancouver, B.C. V6E
4A6, a Nevada corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 22nd day of September, 1998.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate number of
stock certificates to handle the COMPANY'S transfers oil a current basis. Upon
receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish additional
stock certificates as TRANSFER AGENT deems necessary considering the volume of
transfers. The stork certificates shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the COMPANY'S
transfers, record the same, and maintain a ledger, together with a file
containing all correspondence relating to said transfers, which records shall be
kept confidential and be available to the COMPANY and its Board of Directors, or
to any person specifically authorized by the Board of Directors to review the
records which shall be made available by TRANSFER AGENT during the regular
business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
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6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Fifteen and No/100
dollars ($15.OO) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.
8. [ANNUAL FEE] The COMPANY agaves to pay the TRANSFER AGENT an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of July of each year and is subject to annual review.
8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
I0. [COMPANY STA'I'US] The COMPANY will promptly advise the TRANSFER AGENT
of any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status
with the Securities and Exchange Commission, or any state entity, and to hold
the, TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify and
hold harmless the TRANSFER AGENT, from any and all loss, liability of damage,
including reasonable attorneys' fees and expenses, arising out of, or resulting
from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the
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TRANSFER AGENT shall have the right to apply to independent counsel at the
COMPANY'S expense in following the COMPANY'S directions and orders.
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
TO THE COMPANY:
Allan G. Wilson, President
ACCORD VENTURES, INC.
320 - 1100 Melville Street
Vancouver, B.C. V6E 4A6
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880
Reno, Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day
and year 1st above written, by the duly authorized officer or officers of
said parties, and the same will be binding upon the assigns and successors
in interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /S/ "AMANDA CARDINALLI"
----------------------------------
AMANDA CARDINALLI, VICE PRESIDENT
ACCORD VENTURES, INC.
COMPANY
BY /S/ "ALLAN WILSON"
----------------------------------
ALLEN G. WILSON
PRESIDENT
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PURCHASE AGREEMENT
FOR THE
SEMPLE TOWNSHIP PROPERTY
IS AGREEMENT made this 24th day of September, 1998
BETWEEN:
LUI HOLDINGS LTD., a British Columbia corporation with offices at 320 -
1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6
(known herein as "Lui")
ON THE FIRST PART
AND:
ACCORD VENTURES INC., a Nevada corporation with offices at 880 - 50 West
Liberty Street, Reno, Nevada, USA, 89501
(known herein as "Accord")
ON THE SECOND PART
WHEREAS:
A. Lui has commissioned and has staked a mineral claim, more fully described in
Schedule "A" attached hereto, in the Porcupine Mining Division of Ontario,
Canada which it wishes to sell to Accord; and
B. Accord wishes to purchase the mineral claim noted in (A) above staked by Lui
under the terms and conditions set out below.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
to Lui by Accord and the sum of One Dollar ($1.00) paid by Accord to Lui (the
receipt of which are hereby acknowledged), the parties thereto agree as follows:
1. DEFINITIONS
1.01 In this Agreement, including the recitals and schedules hereto, unless
there is something in the subject matter or context inconsistent therewith, the
following words and expressions shall have the following meanings:
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(a) "AGREEMENT" means this Purchase Agreement as amended from time to time;
(b) "CLAIM" means the mineral Claim more particularly described in Schedule "A"
hereto;
(c) "INTEREST" means a one hundred percent (100%) in the Claim more fully
described on Schedule "A";
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Lui represents and warrants to Accord that:
(a) it is a company duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction;
8 it has full power and authority to carry on its business and to enter into
this Agreement and any agreement or instrument referred to or contemplated
by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the consummation
of the transactions hereby contemplated conflict with, result in the breach
of or accelerate the performance required by, any agreement to which it is
a party; and
(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws of
any jurisdiction applicable or pertaining thereto or of its constating
documents.
2.02 Accord represents and warrants to Lui that:
(a) it is a company duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter into
this Agreement and any agreement or instrument referred to or contemplated
by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the consummation
of the transactions hereby contemplated conflict with, result in the breach
of or accelerate the performance required by, any agreement to which it is
a party; and
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(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws of
any jurisdiction applicable or pertaining thereto or of its constating
documents.
2.03 The representations, warranties and covenants hereinbefore set out are
conditions on which the parties have relied in entering into this Agreement and
shall survive the acquisition of any interest in the Claim by Lui and Accord and
any loss, damage, cause of action and suits arising out of or in connection with
any breach of any representation warranty, covenant, agreement or condition made
by them and contained in this Agreement.
3. POSSESSION AND CONTROL
3.01 Coincident with the execution of this Agreement, Accord shall have
exclusive possession and control of the Claim until all the terms and conditions
of this Agreement are adhered to.
4. TERMS AND CONDITIONS OF PURCHASE
4.01 The terms and conditions of the purchase of the Claim more fully described
in Schedule "A" attached hereto are as follows:
a. All staking costs will be borne by Lui;
b. Accord shall pay to Lui by way of money order, bank draft or certified
cheque the sum of twenty five thousand dollars ($25,000) within sixty (60)
days from the date of this Agreement;
c. Accord shall engage, at its own expense, a geologist to prepare a report on
the merit of the Claim; and
d. Once the full payment as noted in (b) above is paid, Lui will no longer
have any rights, privileges or control over the Claim.
5. AREA OF INTEREST
5.01 In respect to this Agreement the area of interest is defined in Schedule
"A" as being only the Claim itself. There is no obligation on the part of Lui to
forthwith give notice to Accord of staking, leasing, purchasing or obtaining by
other methods any interest in other mineral claims within the immediately or
surrounding area of interest
6. TERMINATION OF AGREEMENT
6.01 This Agreement shall terminate:
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(a) if Accord fails to meet the terms and conditions in accordance with
paragraphs 4.01; or
(c) if either Lui and/or Accord gives notice in writing to that effect that
either and/or both of them wish to terminate the Agreement prior to the
payment being made as set forth in 4.01 above.
7. FORCE MAJEURE
7.01 No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those
caused by its own lack of funds) including, but not limited to acts of God,
fire, storm, flood, explosions, strikes, lockouts or other industrial
disturbances, act of the public enemy, riots, laws, rules and regulations or
orders of any duly constituted governmental authority, including environmental
protection agencies, or nonavailability of materials or transportation.
7.02 All time limits imposed by this Agreement will be extended by a period of
equivalent to the period of delay resulting from events described in paragraph
8.01 hereof but may not exceed ninety (90) days in total.
8.1 A party relying on the provisions of paragraph 8.01 hereof will take all
reasonable steps to eliminate any of the events mentioned in 8.01 and, if
possible, will perform its obligations under this Agreement as far as
practical, but nothing herein will require such party to settle or adjust
any labour dispute or to question or to test the validity of any law, rule,
regulation or order of any duly
constituted governmental authority or to complete its obligations under this
Agreement if an event under 8.01 renders completion impossible.
8. NOTICE
8.1 Any notice, direction, cheque or other instructions required or permitted to
be given under this Agreement shall be in writing and may be given by the
delivery of the same or by mailing the same by prepaid registered or certified
mail or by sending the same by telegram, telex, telecommunication or other
similar forms of communication including facsimile, in each case addressed to
the intended recipient at the address of the respective party set out on the
front page hereof.
8.02 Any notice, direction, cheque or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it was
delivered, and if mailed, be deemed to have been given and received on the fifth
business day following the day of mailing, except in the event of a disruption
of the postal service in which event notice will be deemed to be received only
when actually received and, if sent by telegram, telex, fax machine,
telecommunication or other similar form of
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communication, be deemed to have been given or received on the day it was so
sent.
8.03 Any party may at any time give to the other notice in writing of any
changes or address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
9. FURTHER ASSURANCES
9.01 Each of the parties hereto shall from time to time and at all times do all
such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Agreement. For greater certainty this section shall not be construed as
imposing any obligation on any party to provide guarantees.
10. ENTIRE AGREEMENT
10.01 This Agreement embodies the entire agreement and understanding between Lui
and Accord and supersedes all prior agreements and undertakings, whether oral or
written, relative to the subject matter hereof.
11. AMENDMENT
11.01 This Agreement may be changed orally but only by an agreement in writing,
executed under seal, by the party or parties against which enforcement, waiver,
change, modification or discharge is sought.
12. ARBITRATION
12.01 If any question, differences or disputes shall arise between the parties
in respect of any matters arising under this Agreement or in relation to the
construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an arbitrator and give
notice thereof to the pay sharing the other side of the dispute;
(b) the party sharing the other side of the dispute shall, within 14 days of
receipt of the notice, name an arbitrator; and
(c) the two arbitrators so named shall, within 15 days of the naming of the
latter of them, select a third arbitrator.
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The decision of the majority of these arbitrators shall be made within 30 days
after the selection of the latter of them. The expense of the arbitration shall
be borne equally by Lui and Accord. If the parties on either side of the dispute
fail to name an arbitrator within the time limit or proceed with the
arbitration, the arbitrator named may decide the question. The place of
arbitration shall be Reno, Nevada, United States.
13. RULES AGAINST PERPETUITIES
13.01 If any right, power or interest of either Lui or Accord under this
Agreement would violate the Rule against perpetuities, then such right, power
and interest shall terminate at the expiration of 20 years after the death of
the last survivor of all the lineal descendants of his late Majesty, King George
V of England, living on the date of execution of this Agreement.
14. ENUREMENT
14.01 This Agreement shall enure to the benefit and be binding upon the parties
hereto and their respective successors and permitted assigns.
15. GOVERNING LAW
15.01 This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Nevada.
16. SEVERABILITY
16.01 If any one or more of the provisions contained herein shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
17. NUMBER AND GENDER
17.01 Words used herein importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice versa, and words importing persons
shall include firms and corporations.
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18. HEADINGS
18.01 The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
19. CURRENCY
19.01 All references to currency are stated in United States dollars.
20. TIME OF THE ESSENCE
20.01 Time shall be of the essence in the performance of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
THE COMMON SEAL OF LUI )
HOLDINGS LTD. was hereunto )
affixed in the presence of: )
) C/S
)
/s/ "Ron Lui" )
(Authorized Signatory) )
THE COMMON SEAL OF ACCORD )
HOLDINGS LTD. was hereunto )
affixed in the presence of: )
) C/S
)
/s/ "Allan Wilson" )
(Authorized Signatory) )
)
)
/s/ "David Zosiak" )
(Authorized Signatory) )
65
Exhibit 10(i)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
ACCORD VENTURES, INC.
We hereby consent to the use of our report dated November 20, 1998, in the
registration statement of Accord Ventures, Inc. filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.
ANDERSEN ANDERSEN & STRONG, L.C.
/s/ L. REX ANDERSEN
Salt Lake City, Utah
February 5 , 1999
66
<PAGE>
GEOLOGICAL REPORT
ON THE
SEMPLE TOWNSHIP PROPERTY
PORCUPINE MINING DIVISION, ONTARIO
FOR
ACCORD VENTURES INC.
By
J. G. Burns & Associates
190 Graye Crescent, Timmins, Ontario, P4N 8K8
October 14, 1998
67
<PAGE>
TABLE OF CONTENTS
Table of Contents ............................................. -I-
Table of Illustrations ........................................ -ii-
Page
----
INTRODUCTION
Background, Authorization and Purpose ....................... 1
Scope and Limitations ....................................... 1
Sources of Information ...................................... 1
Plan of Presentation ........................................ 2
PROPERTY DESCRIPTION
Location and Access ......................................... 2
CLIMATE, PHYSIOGRAPHY AND LOCAL RESOURCES ...................... 3
EXPLORATION HISTORY
General ..................................................... 3
Past Exploration ............................................ 4
Government Surveys .......................................... 6
PROPERTY VISIT ................................................. 7
GEOLOGY
Regional (summarized from Bright (1984)) .................... 7
Property .................................................... 8
Mineralization .............................................. 9
EXPLORATION POTENTIAL .......................................... 9
RECOMMENDATIONS AND COSTS
Phase 1 ..................................................... 11
Phase 2 ..................................................... 11
Budget ...................................................... 12
CONCLUSIONS .................................................... 13
REFERENCES ..................................................... 14
CERTIFICATE .................................................... 15
68
<PAGE>
TABLE OF ILLUSTRATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
TABLE 1 Production and Resources for Mineral Deposits After Page 9
in the
Semple Township Area
APPENDICES
Page
----
APPENDIX I Letter of Authorization ............................................ 16
APPENDIX II Claim Abstract-Claim 1228789 ....................................... 17
APPENDIX III Whole Rock Analysis ................................................ 18
LIST OF FIGURES
FIGURE 1 LOCATION MAP ................................................................... After Page 2
FIGURE 2 PART OF CLAIM MAP FOR SEMPLE TOWNSHIP .......................................... After Page 2
FIGURE 3 DETAIL LOCATION MAP............................................................. After Pate 2
FIGURE 4 AREA PHYSIOGRAPHY .............................................................. After Page 2
FIGURE 5 OUTLINES OF FORMER PROPERTIES .................................................. After Page 4
FIGURE 6 COMPILATION OF DRILL HOLES AND ELECTROMAGNETIC AXES ............................ After Page 4
FIGURE 7 REGIONAL GEOLOGY MAP ............................................................ After Page 7
FIGURE 8 LOCAL GEOLOGY MAP ......................................................I........ After Page 7
FIGURE 9 REQUIRED GRID FOR RECOMMENDED PROGRAM............................................ After Page 11
</TABLE>
69
<PAGE>
GEOLOGICAL REPORT
ON THE
SEMPLE TOWNSHIP PROPERTY
PORCUPINE MINING DIVISION, ONTARIO
FOR
ACCORD VENTURES INC.
INTRODUCTION
BACKGROUND, AUTHORIZATION AND PURPOSE
In a letter dated September 25, 1998 Mr. Alan G. Wilson, president of
Accord Ventures Inc., requested the writer to prepare a geological report for a
property located in Semple Township near Timmins, Ontario. This report is to be
submitted as part of the requirements to obtain a stock exchange listing. The
letter of authorization is presented as APPENDIX I.
SCOPE AND LIMITATIONS
This report has been prepared in accordance with the guidelines of National
Policy 2A. Research of past exploration activities was limited to the property
and the immediate adjacent area. Data examined to determine the styles and
settings of deposits for the region were sourced from a larger area. The price
units for drilling, geophysical surveys, etc. used in the budget preparation
have been researched, and are the going rates for Timmins based companies and
individuals at the present time.
SOURCES OF INFORMATION
Sources of information are detailed below:
Research of assessment records in the Ministry of Northern Development and
Mines (MNDM) Resident Geologist's office in Timmins.
Research of assessment records in the ERLIS (1) data system.
- ---------------------
(1) ERLIS [Earth Resources and Land Information System] - A computer data
base system for all assessment records on file for Ontario held in the Sudbury
office of the MNDM.
70
<PAGE>
2
Various geological and geophysical maps published by the Ontario Geological
Survey (OGS) or its predecessors the Ontario Department of Mines (ODM) and
the Ontario Division of Mines (ODM). A visit to the property by the writer
on September 26, 1998. The writer's own general knowledge of the area. (In
1971 the writer worked on the property while employed by Canex Aerial
Exploration Limited.)
PLAN OF PRESENTATION
The property is presented, described, discussed and analyzed as per the
general headings of National Policy 2A. Recommendations with cost estimates, in
Canadian currency, that are necessary and warranted to effectively advance the
property to the next level of economic potential understanding are included.
Detailed maps that accurately display property location, exploration history,
geology and exploration potential are also presented. A claim abstract is
included as APPENDIX II.
PROPERTY DESCRIPTION
A single 16 unit claim (256 ha) numbered 1228789 located in Semple
Township, Porcupine Mining Division, Ontario comprises the property (FIGURE 1 &
2). The property was recorded on September 24, 1998 by F. Renaudat on behalf of
Lui Holdings Ltd. (Lui), and subsequently purchased outright from Lui and
transferred 100% to Accord. Assessment work in the amount of $6,400 is due on or
before September 24, 2000. (See claim abstract in APPENDIX II.)
LOCATION AND ACCESS
The property lies some 59 km south of Timmins in NTS quadrant 41 P/14.
Approximate geographic co-ordinates are 47 degrees 57' north latitude by 87
degrees 15' west longitude (FIGURE 3).
An all weather gravel road, the continuation of Pine Street south from
Timmins, leads to and passes by the property. Road distance from the
intersection of Highway 101 and Pine Street in downtown Timmins to the
property's #3 corner post is 68.4 km. In winter, the road is plowed at least as
far as the Saw Mill Cafe (located approximately 9 km north of the claim), and
possibly further depending upon forestry activities. A secondary logging road
constructed within the last 10 years provides convenient access to the northern
section of the property (Figure 4). Logging roads from operations in the 1950's
form a network over the entire property, are now
71
<PAGE>
3
overgrown but could conceivably be cleaned out if and when needed.
CLIMATE, PHYSIOGRAPHY AND LOCAL RESOURCES
The climate of the region can be characterized by long cold winters with
short warm to hot summers. Mean minimum and mean maximum temperatures for the
coldest and warmest months are -24 degrees C & -13 degrees C and 11 degrees C &
25 degrees C respectively. Total annual precipitation averages 650 - 675 mm of
which approximately 300 cm occurs as snow. The number of days in which the
temperature falls to or below 0 degrees C averages 210 to 215.
A north/south trending esker and associated sand plain dominate the
topography. Four kettle lakes end several pot holes / depressions attest to the
recent glacial history. Elevation ranges from 352 m at Parting Lake to 379 m
just north of the claim block. Forest cover is typical for the combination of a
boreal area underlain by sand, and consists mainly of jackpine with minor
quantities of spruce, balsam, birch and poplar.
Other than the existing all weather road there is no infrastructure on the
property. A high voltage powerline between Sudbury and Timmins passes 6 km to
the east. Cabins are available for rent at the Saw Mill Cafe.
There are no known impediments to exploration nor to exploitation.
EXPLORATION HISTORY
GENERAL
Semple Township and area have been prospected since the early part of the
century. Originally gold and iron were the main commodities sought, but by the
late 1940's early 1950's, following the advent of airborne geophysical surveys
and the increased use of ground geophysics, the focus shifted to nickel and
asbestos deposits associated with ultramafic bodies. After the discovery in 1964
of the major Kidd Creek copper-zinc volcanogenic massive sulphide deposit,
exploration efforts were also directed towards the search for similar deposits
associated with the felsic volcanic rocks of the township).
72
<PAGE>
4
PAST EXPLORATION
Summaries for work conducted on properties now overlain in whole or in part
by the Accord claim follow. Outlines of the former properties are shown on
FIGURE 5. FIGURE 6 is a compilation of drill hole locations and the axes of the
electromagnetic (em) anomalies located during the various geophysical surveys.
1950-1953: DOMINION GULF COMPANY (DGC)
* DGC staked a large block of land in south central Semple Township,
including the total area of Accord's claim, as a follow-up to an
aeromagnetic survey performed by the company in 1949. Results from
detailed ground magnetic and geological surveys plus diamond drilling
outlined a crescent shaped ultramafic body mineralized with fine
(majority less than 1/16") asbestos fibres. Holes S-1 to 13 (6498')
were drilled in 1951 and holes 52-14 to 53-20 (2447') in 1952 & 1953.
No commercial amounts of fibre were located. A notation on one of the
maps indicates that the property was optioned to Canadian Johns
Manville in 1957, but there are no records for any work undertaken at
the time.
1965/66: MINING CORPORATION OF CANADA LIMITED (MINING CORP.)
* Magnetic and vertical loop electromagnetic (VLEM) fixed transmitter
surveys were run over all or parts of 11 claims of Mining Corp.'s 17
claim property. Two em conductors, one intermittent & of medium
strength and the other strong, were defined.
* Two holes (601') were drilled. The first was lost in overburden at
150'. Peridotite was cored in the second from bedrock at 95' to the
end at 449'. Nickel assay values averaged 0.26%. Asbestos fibres were
also noted in the core.
1965: PCE EXPLORATIONS LIMITED (PCE)
* PCE's former property abutted the east boundary of the current claims.
* Magnetic and VLEM in-line surveys were conducted. One modest
conductor, located 1.5 km east of the Accord claim, was detected and
further delineated with the fixed transmitter method. It is unknown if
this conductor was ever tested.
1967: DANIEL MINING COMPANY LTD. (DANIEL)
* Daniel's 36 claim property entirely included the claim now held by
Accord.
* Four holes were drilled to test an area for its asbestos potential.
The best 25 foot
73
<PAGE>
5
section held 1% fibres, but were mainly short (1/16 inch) in length.
1971: CANEX AERIAL EXPLORATION LIMITED (CANEX)
* Canex acquired an irregular shaped block of claims that enclosed the
underlying ultramafic body. Those claims are now partially covered by
Accord's property. A gravity survey was performed to evaluate an area
of the ultramafic that had not previously been drilled tested. The
delimited gravity low was interpreted as a potentially altered section
of the ultramafic with the potential to host an asbestos deposit.
* One 481' hole intersected serpentinized peridotite with traces of fine
disseminated sulphide. No assays were reported.
1973-1976: GRANGES EXPLORATION A.B. (GRANGES)
* In 1973 Granges contracted Questor Surveys Limited to fly a combined
fixed wing magnetic and electromagnetic (Input MK VI) survey over all
or parts of 13 townships including Semple. For Semple Township flight
line directions were both N/S and E/W, and flight lines were a nominal
600' apart. Several anomalous responses were detected in the vicinity
of the Accord Claims. One small block of 7 claims was staked that
slightly over lapped the NE corner of the Accord property.
* A compilation map filed with assessment data indicated that the claims
were gridded, surveyed with ground em and drilled (one hole), however
details for the work were not recorded. The airborne anomaly staked
was located 350 m north of the Accord's northeast property corner.
1977: ESSEX MINERALS COMPANY (ESSEX)
* Once Granges dropped the claims holdings, W.H. Wahl Limited staked
several blocks including the same seven Semple claims, and optioned
them to Essex.
* Wahl conducted magnetic and Max-Min II surveys over the block and
succeeded in delineating a conductive zone on the southwest flank of a
magnetic high. The conductor had previously been drilled by Granges,
but as noted above the results were not reported. No further work was
recommended by Wahl.
1989-1991: FALCONBRIDGE LIMITED (FALCONBRIDGE)
* In 1989 Aerodat Limited (Aerodat) flew a combined helicopter borne
magnetic, electromagnetic and VLF survey over the area of
Falconbridge's Halliday Project.
74
<PAGE>
6
The area flown covered all or parts of 10 townships including the
eastern half of Semple. Only the eastern half of the present Accord
property is within the area flown.
One short 2 line em conductor was located on the Accord claim and
another intermittent 5 line anomaly 300 m north of the northeast
corner. Both Falconbridge anomalies were situated on the flanks of
magnetic highs and with coincident low resistivities which were
interpreted to be ultramafic bodies.
One drill hole (303.6 m) was drilled to test the em anomaly to the
north (previously drilled by Granges but not reported). Ultramafic
komatiitic flows (with spinifex texture) were found inter-bedded with
graphitic sediments with up to 10% pyrite or with exhalative
sediments. A second hole (393 m) was drilled 1.6 km west of the
southwest corner at Accord's claim block. Mafic & ultramafic volcanic
units mineralized with up to 5% pyrite over short intervals were
inter-bedded with silicious sediment, graphitic sediment and felsic
tuff with up to 5% pyrite. Work credits for the holes were spread over
Falconbridge's irregularly shaped 47 claim property which included the
area of Accord's claim.
GOVERNMENT SURVEYS
1926: ONTARIO, DEPARTMENT OF MINES
In 1925 Gledhill undertook reconnaissance geological Mapping of Semple and
eight adjoining townships at a scale of 1 inch to 1 1/2 miles. Mapping was
restricted to watercourses, township lines and widely spaced traverses.
Gledhill's report and map were published in 1926. One outcrop of mafic
volcanics was located in the central sector of the Accord claim.
1967/68: ONTARIO DEPARTMENT OF MINES
During the 1967 & 1968 seasons Bright re-mapped Semple Township and 5
adjacent townships at 1 inch = 1/4 for the ODM. Preliminary maps (at
1:15,840) for all six townships were published in 1968, coloured maps (at
1:31,680) in 1974, and the accompanying report in 1984. Additional outcrops
were mapped within the area of the Accord claim. A compilation of
assessment data was used to define the outline to the mafic-ultramafic body
central to the claims.
75
<PAGE>
7
1990: ONTARIO GEOLOGICAL SURVEY
Geoterrex Limited, under contract to the OGS, flew a helicopter borne
combined electromagnetic and total intensity Magnetic survey of the Shining
Tree area which included Semple Township. Flight lines were oriented
north/south 200 m apart. Several weak to strong em responses were detected
within the Accord claim area.
PROPERTY VISIT
A property examination was conducted, by the writer, on September 26, 1998.
The #3 post was located on the east side of the main road, from which the claim
lines to the north and east were followed for a short distance. Both appeared to
be well blazed &/or flagged. Similarly the north boundary was checked to the
east of the secondary logging road, and was found to be well marked and easy to
follow.
The logging road was traversed in the search for outcrops and evidence of
past exploration campaigns. Outcrops of peridotite with asbestos fibres and of
mafic volcanic were located. Samples of each were submitted for whole rock
analysis. Results are presented in APPENDIX III. No grid lines, drill set-ups,
nor any other signs of previous exploration were observed.
GEOLOGY
REGIONAL (SUMMARIZED FROM BRIGHT (1984))
Semple Township and environs lie on the western extent of the Abitibi
Greenstone Belt (AGB), an Archaean aged assemblage of volcanic, sedimentary and
related intrusive rocks that extends for some 600 km from Timmins, Ontario to
Chibougamau, Quebec (FIGURE 1). Within the area the predominant rock types are
Early Precambrian ultramafic, mafic and felsic volcanics with minor interflow
sedimentary units (two cycles of volcanism are recognized) which have been
intruded by numerous mafic to ultramafic sills, stocks and complexes (FIGURES 7
& 8). All units were subjected to regional metamorphism and to regional
deformation. As a result all are now isoclinally folded, normally along
east/west axes, but due to the contemporaneous intrusion of the Peterlong Lake
granodiorite-trondjhemite Complex to the west axes along the margin of the
complex trend more north/south. Metamorphic grade is generally lower greenschist
facies, but ranges to amphibolite near the margins of the complex.
76
<PAGE>
Subsequently, the quartz monzonite Moher Pluton was intruded along the
contact between the volcanic belt and the Peterlong Lake Complex. Early
Precambrian north-northwest trending and Middle to Lake Precambrian northwest
and northeast trending diabase dykes cut all previous rock units.
Based upon interpreted offsets in geological contacts and geophysical
anomalies three fault directions, north-northwest, northwest and northeast are
recognized. The north-northwest trend is believed to be the oldest.
PROPERTY
The property is extensively covered by esker and other glacio/fluvial sand
and silt deposits (FIGURE 8). Outcrops of massive and pillowed mafic volcanics
and of peridotite are confined to the northwestern sector. Dominating the
property is a crescent shaped body whose contacts have been delineated by ground
magnetic surveys and numerous drill holes. It is folded about an east plunging
anticlinal axis, ranges in thickness from 488 m on the nose to 91 m on the
limbs, and consists mainly of serpentenized peridotite with minor gabbro along
the inner contact.
Bright (1984) interpreted the body to be an intrusion with its base along
the inner margin. Normally, the gabbro would be expected to occur in the upper
portion of an intrusion, and thus, the assumed attitude of the body is suspect.
Field evidence, such as contact relationships, rock textures, etc., to either
support or contradict an intrusive origin is lacking, but spinifex textures
reported by Falconbridge in a core hole in an ultramafic body located just north
of the property indicate that particular body to be extrusive in origin.
Two rock samples, one each of mafic volcanic and peridotite, were submitted
for whole rock analysis. Results indicate that the mafic volcanic rocks are
magnesium tholeiitic in composition and the ultramafic is extrusive. Refer to
APPENDIX III.
A set of northeasterly faults, interpreted from air photos, cross the
property or immediate vicinity. Two other faults have been interpreted from the
OGS aeromagnetic data and have been added to Bright's map FIGURE 8.
77
<PAGE>
9
Mineralization
The AGB has been, and still is, one of the most prolific sources for
metallic mineral wealth in Canada. Some 65% of Canadian gold production has come
from deposits situated along major east/west trending deformation zones and
associated splays within the belt (Boldy, 1981). Major gold centres along these
deformation zones include Timmins, Kirkland Lake and Larder Lake in Ontario and
Noranda, Malartic and Val d'Or in Quebec. Significant amounts of copper, zinc,
silver and gold have been and are being mined from volcanogenic massive sulphide
(VMS) deposits located at Timmons, Ontario and at Noranda, Val d'Or, Matagami
and Chibougamau, Quebec. Komatiitic hosted nickel-copper deposits were
previously mined at Timmins, Ontario and Malartic, Quebec. Other commodities
produced from major deposits include iron form banded iron formation at Kirkland
Lake, Ontario and asbestos from an ultramafic complex near Matheson, Ontario.
Significant resources of Ni and Cu in ultramafic intrusions are known near
Timmins, Ontario and Val d'Or, Quebec.
Deposits of gold, nickel and asbestos are known in the area about Semple
Township. Limited production has been achieved from a few. Production figures
and resources estimates are listed in the following TABLE 1. Deposit locations
are shown on FIGURE 7. Currently, there is no production from the area.
There are no known mineral deposits on the property, but 2 showings do
exist. An asbestos occurrence located in the very northwest sector and
consisting of fine veinlets of cross fibre in peridotite has been drill tested.
The best 25 foot section held 1% fibres mostly of short 1/16 inch length.
The second showing does not outcrop. Mining Corporation hole number 2
located near the inner contact at the fold nose was assayed for Ni. Assays for
samples over its entire length in peridotite (95 to 449 feet) averaged 0.26% Ni
and ranged as high as 0.41% Ni.
EXPLORATION POTENTIAL
Clearly, the property has been subjected to considerable exploration
activity. A 1949 airborne magnetic survey and a 1950 ground magnetic survey
delineated an overburden covered
78
<PAGE>
TABLE I
PRODUCTION AND RESOURCES FOR MINERAL DEPOSITS
IN THE
SEMPLE TOWNSHIP AREA (SEE FIGURE 8)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. STAIRS Au 15,835 tons 80,000 tons auriferous gold veins hosted within Jakubek, et al., 1990
@ 0.226 opt Au @ 0.38 opt Au conglomerate Meyer, et al., 1997
2. MIDLOTHIAN Asbestos 600,000 tons 26,127,000 tons cross fibres in a mafic-ultramafic Jakubek, et al., 1990
@ 7.5% fibre @ 7.5% fibre intrusion
3. SOTHMAN Ni None 210,000 tons disseminated sulphides along the Coad, 1979
@ 1.29% Ni plus base of an ultramafic extrusive Jakubek, et al., 1990
400,000 tons body
@ 0.90% Ni
4. TEXMONT Ni Unknown 3,800,000 tons 6 zones of disseminated sulphides Coad,1979
@ 1% Ni for occur approximately 100 m above the Pyke,1978
zones A & D base of an ultramafic extrusive body
</TABLE>
79
<PAGE>
10
ultramafic body. Subsequently. some 25 holes, most of which are within the
current property boundaries and the others just outside, have been drilled into
the ultramafic in the search for asbestos. The distribution of the holes has
exhausted any possibility of locating a large, near surface, open pitable
asbestos deposit.
In contrast, the potential for Ni-Cu sulphide deposits hosted within the
ultramafic has received only passing scrutiny. Massive sulphides deposits will
respond to electromagnetic methods as well as to induced polarization (IP),
whereas as disseminated sulphides best respond to IP. However, only one ground
electromagnetic survey (vertical loop in 1965) has been conducted over the
ultramafic body. A hole drilled to test a ground em conductor (a second hole
was lost in overburden) failed to encounter any massive sulphides or to locate
any other possible cause to explain the anomaly. The Ni assays in the hole did
average 0.26% Ni over a considerable interval, and coincided with fine
disseminated sulphide mineralization. These sulphides, although not the cause of
the em anomaly, may indicate the presence of massive sulphides nearby.
Alternatively, these assays may simply reflect nickel locked up in the silicate
minerals of the ultramafic. Three more recent airborne electromagnetic survey
have defined additional conductive zones within and along the margins of the
ultramafic, but these have not been checked by any follow-up ground surveys.
In the intervening 33 years since the Mining Corp. em survey vast
improvements re depth penetration, sensitivity, etc. have been made in
geophysical instrumentation. Undoubtedly, the Mining Corp. survey can be
improved upon while ground checking the untested airborne anomalies. Within
ultramafic bodies of either intrusive or extrusive origin massive and/or
disseminated sulphide deposits generally occur near the base of the bodies, but
may be found at any level (Coad, 1973). Therefore, the fact that the attitude of
the ultramafic (ie. which side is the top) is not well understood is a moot
point since any conductive zone may conceivably be caused by sulphide
concentrations and all require testing.
Obviously then, the ultramafic body central to the Accord claim has not
been adequately examined for potential nickel deposits. Additional exploration
efforts are required and justified to delineate and drill test the airborne em
anomalies.
80
<PAGE>
11
RECOMMENDATIONS & COSTS
In order to investigate the potential of the ultramafic to host Ni-Cu
sulphide deposits the following 2 PHASE program is recommended (SEE FIGURE 9).
Due to the presence of lakes, ponds and swamps line cutting and geophysical
surveys are best conducted during the winter months.
PHASE 1
1) CLAIM STAKING: Stake an additional 14 units to fully
cover the ultramafic.
2) LINE CUTTING: For best signal coupling during em
geophysical surveys the crescent shape of
the ultramafic precludes the cutting of a
uni-directional grid. Lines oriented NNW
at 100 m spacings are required for the
western portion of the property, whereas
ENE lines also at 100 m spacings are best
for the eastern. Some 54 km of lines
including base lines and tie lines need
to be cut.
3) MAX-MIN SURVEY: Survey all grid lines with a Max-Min
electromagnetic unit initially using a
200 m cable. Depending upon results
obtained other cable lengths may be
required to detail local areas.
4) MAGNETIC AND VLF EM SURVEYS: Conduct these surveys to define the
limits of the ultramafic and to map
structural incongruities.
PHASE 2
5) IP SURVEY: Screen weak em responses with IP to
determine if caused by disseminated
sulphide mineralization.
6) INTERPRETATION: Thoroughly interpret the geophysical data
collected. Select and prioritize targets
for drilling.
7) DRILLING: Drill conductive targets so identified.
81
<PAGE>
12
Estimated costs to implement the recommendations herein presented are
detailed below. Unit costs are the current rates for Timmins based companies and
individuals, and are expressed in Canadian dollars.
Budget
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PHASE I
- -------
CLAIM STAKING: 14 units @ $100/unit $ 1,400.00
LINE CUTTING: 54 km @ $300/km 16,200.00
MAX-MIN SURVEY: initial - 50 km @ $220/km 11,000.00
detail - allow 30% of initial 3,300.00
MAG & VLF EM: 50 km @ $150/km 7,500.00
----------
Sub Total 39,400.00
Contingency (14.2%) 5,600.00 $45,000.00
----------
PHASE 2
- ------
IP SURVEY: allow 10 days @ $2000/d $20,000.00
INTERPRETATION: allow 4 days @ $500/d 2,000.00
DRILLING: allow 1500 m @ $ 45/m 67,500.00
ancillary costs (25%) 16,875.00
REPORTING: allow 10 days @ $350/d 3,500.00
----------
Sub Total 109,875.00
Contingency (9.2%) 10,125.00 120,000.00
---------- ----------
TOTAL $165,000.00
==========
</TABLE>
82
<PAGE>
13
CONCLUSIONS
Exploration data for Accord Ventures Inc.'s property in Semple Township
have been Reviewed, analyzed and evaluated. Although no mineral deposits are
known to exist on the property two mineral occurrences one of asbestos and the
other of nickel have been identified Previous exploration has exhausted the
possibility of locating a major, near surface, open pitable asbestos deposit,
but the exploration potential for Ni-Cu sulphide deposits hosted with the
ultramafic body remains to be addressed.
A two phased exploration program consisting of ground geophysical surveys
and core drilling and designed to fully evaluate the exploration potential of
the ultramafic body is recommended. Approximate cost for PHASE I is $45,000.00
and for PHASE 2 $120,000.00 CDN.
Respectfully submitted,
[SEAL]
James G. Burns B.Sc. B.Eng.
October 14, 1998
83
<PAGE>
14
REFERENCES
Boldy, J.
1981 An Economic Perspective on Canadian Gold Deposits; Placer Development
Limited, internal company report.
Bright, E.G.
1984 Geology of the Ferrier Lake - Canoeshed Lake Area, District of
Sudbury, Ontario Geological Survey Report 231, 60 p. Accompanied by
maps 2289, 2290 & 2291, scale 1:31,680.
Coad, P.R.
1979 Nickel sulphide deposits associated with ultramafic rocks of the
Abitibi Belt and economic potential of mafic-ultramafic intrusions;
Ontario Geological Survey, Study 20, 84 p.
Gledhill, T.L.
1926 Grassy River Area, District of Sudbury; Ontario Department of Mines,
Annual report 35, pt 6, p. 57-76. Accompanied by Map 35j, scale 1
inch to 1 1/2 miles.
Jakubek, A.A, Lepinis, Y.J., MacRobbie, D.C., & Sozanski, A.G.
1990 Canadian Mineral Deposits Not Being Mined in 1989; Energy Mines and
Resources Canada, Mineral Bulletin 223.
Jensen, L.J.
1976 A new cation plot for classifying subalkalic volcanic rocks; Ontario
Division of Mines, Miscellaneous paper 66, 22 p.
Meyer, G., Cosec, M., Grabrowski, G.P.B., Guindon, D.L., Buckley, S. and
Messier, C.L.
1998 Report of Activities 1997, Resident Geologist Program, Kirkland Lake
Regional Resident Geologist's Report: Kirkland Lake-Sudbury District;
Ontario Geological Survey, Open File Report 5973, 72 p.
Muir, T.L.
1979 Discrimination between extrusive and intrusive Archean ultramafic
rocks in the Shaw Dome area using selected major and trace
elements; Canadian Journal of Earth Sciences, vol. 16, no. 1, pp.
80-90.
Pyke, D.R.
1978 Geology of the Peterlong Lake Area, Districts of Timiskaming and
Sudbury; Ontario Geological Survey Report 171, 53 p. Accompanied by
Map 2345, scale 1:50,000.
84
<PAGE>
15
CERTIFICATE
FOR
JAMES G. BURNS
1) I am the author of this report.
2) I reside at 190 Graye Crescent, Timmins, Ontario, Canada.
3) I graduated from Queen's University at Kingston, Ontario in 1969 with a
B.Sc. (Honours) in Geological Science. I have been practising my
profession continuously since that date.
4) I am a member of the Association of Professional Engineers of Ontario, the
Canadian Institute of Mining and Metallurgy, and the Prospectors and
Developers Association of Canada.
5) This report is based upon my personal review of pertinent data, and a
property visit conducted on September 26, 1998.
6) I have not received nor do I expect to receive any interest in the Semple
Township property. I do not own nor do I expect to receive, directly or
indirectly, any securities of Accord Ventures Inc.
7) I consent to the use of this report by Accord Ventures Inc.
[SEAL]
James G. Burns P.Eng.
Timmins, Ontario
October 14, 1998
85
<PAGE>
16
16
APPENDIX I
Letter of Authorization
86
<PAGE>
ACCORD VENTURES LVC
1224 Avenue Road
Suite I
Toronto, Ontario
Canada, M5N 2G6
(TEL) 416-485-4643
September 25, 1998
Mr. James Burns
190 Graye Crescent
Timmins, Ontario
P4N 8K8
Dear Mr. Burns:
Our company wishes to engage your services for the preparation of a geological
report on certain mineral claims which we have recently acquired from Lui
Holdings Ltd. and were staked by F.R. Exploration Ltd. which are known as the
Semple Two under claim number 1228 789 consisting of 16 units.
If you have any questions regarding the above please do not hesitate to contact
me directly at any time.
Yours very truly;
Accord Ventures Inc.
Per: /s/ Allan G. Wilson
-------------------------------
Allan G. Wilson
President and Director
87
<PAGE>
17
APPENDIX II
Claim Abstract - Claim 1228789
88
<PAGE>
Mining Lands - Mining Claims Summary
Porcupine - Division 60
- --------------------------------------------------------------------------------
CLAIM NUMBER: P 1228789 (Click Claim Number for Details)
Unit Size: 16
Township/Area: SEMPLE (M-1100)
Lot Description:
Staker: RENAUDAT FRANKLIN (M24963)
Recorded Holder: ACCORD VENTURES INC. (100.00 %)
------------------------------------------------------------
Recording Date: 1998-Sep-24
Due Date: 2000-Sep-24
Work Required: 6400
Total Applied: 0
Work Performed: 0
Total Reserve: 0 (Click Reserve for Details)
Present Work
Assignment: 0
Claim Bank: 0
Claim Status: ACTIVE
- --------------------------------------------------------------------------------
Back \ Main Menu \ Mining Lands
Copyright 1998 Queen's Printer for Ontario
---------------------------
This information is provided as a public service, but we cannot guarantee
that the information is current or accurate. Readers should verify the
information before acting on it.
89
<PAGE>
18
APPENDIX III
Whole Rock Analysis
90
<PAGE>
[CERTIFICATE OF ANALYSIS]
<TABLE>
<CAPTION>
Chemex Labs Ltd. To: BURNS, J. Page Number 1-A
Analytical Chemists * Geochemists * Registered Assayers Total Pages 1
994 Glendale Ave., Unit 3, Sparks 190 GRAYE Certificate Date 09-OCT-98
Nevada, U.S.A. 89431 TIMMINS, ON Invoice No. 1-9832318
[LOGO] PHONE: 702-358-5395 FAX: 702-355-0179 P4N 8K8 P.O. Number :
Account :
Project:
Comments: Attn: J.Burns
* PLEASE NOTE
* INTERFERENCE Mg ON P CERTIFICATE OF ANALYSIS A9832318
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SAMPLE PREP A1 % Ba ppm Be ppm Bi ppm Cd ppm Ca % Ce ppm Cs ppm Cr ppm Co ppm Cu ppm Ga ppm Ge ppm In ppm
DESCRIPTION CODE (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP) (ICP)
- ----------- ------ ----- ------ ------ ------ ------ ----- ------ ------ ------ ------ ------ ------ ------ ------
SE 1 299 -- 6.91 170 0.35 ( 0.02 0.1 3.44 12.45 0.55 40 52.9 96 10.7 1.5 3.06
SE 2 299 -- 1.41 ( 10 0.05 0.12 ( 0.1 0.11 1.40 0.45 720 _03.5 ( 1 3.1 0.5 ( 3.01
</TABLE>
91
<PAGE>
[TRANSFER OF UNPATENTED MINING CLAIM(S)]
<TABLE>
<S> <C> <C>
--------------------------------
LOGO ONTARIO Ministry of TRANSFER OF UNPATENTED Transaction No.
Northern Development MINING CLAIM(S) T9860.00088
and Mines Mining Act --------------------------------
Personal information collected on this form is obtained under the authority of section 59 of the Mining Act. Under section
8 of the Mining Act, this information is a public record. Questions about this collection should be addressed to a Provincial
Mining Recorder, Ministry of Northern Development and Mines, 3rd Floor, 933 Ramsey Lake Road, Sudbury, Ontario, PSE 6B5.
I, Frank Renaudat (client number 126852 ) the recorded holder of 100% interest, in consideration of
------------------------------ ---------------------- -------
______________________/_________dollars or other valuable consideration paid to me, hereby transfer 100 % interest in ( / )
mining claim(s) numbered:
P 1228789
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
(claim numbers must be listed separately; attach schedule if required)
in SEMPLE to ACCORD VENTURES INC. as transferee
------------------------------------------------------------------ ------------------------------------------
(specify township or area)
- ------------------------------------------------------------------------------------------------------------------------------------
Transferee's Address Transferee's Telephone No.
1224 AVENUE ROAD SUITE I TORONTO (416) 485-4663
- ------------------------------------------------------------------------------------------------------------------------------------
Transferee's Client Number
ONTARIO M5N 2J6 304116
- ------------------------------------------------------------------------------------------------------------------------------------
Dated at TIMMINS this 15 day of OCTOBER 1998.
--------------------------------------- ------------- -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF WITNESS SIGNATURE OF TRANSFEROR
/s/ Diane Egerland /s/ XXXXX
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: 1. The transfer must not be dated and executed before the date of recording of the mining claim.
2. If the transferee is not a resident of Ontario, show here the name of the person who is a resident of Ontario upon whom
service may be made.
- ------------------------------------------------------------------------------------------------------------------------------------
NAME TELEPHONE
( )
- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENCE IN ONTARIO
- ------------------------------------------------------------------------------------------------------------------------------------
MAILING ADDRESS IN ONTARIO
- ------------------------------------------------------------------------------------------------------------------------------------
AFFIDAVIT OF SUBSCRIBING WITNESS
I, Diane Egerland , of the City of Timmins
------------------------- -------------------------------------------- -------------------------------------------------
in the District of Cochran make oath and say (or affirm):
---------------------------------------------- ----------------------------------
1. I was personally present and did see the attached instrument signed and executed by Frank Renaudat one of the parties of
the instrument. -----------------------
2. The attached instrument was executed at Timmins
---------------------------------------------------------------------------------------
3. know the above-mentioned party.
4.
/ in the District of Cochran
---------------------------------- --------------------- ---------------------
this day of OCTOBER 1998.
----------------------
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE OF WITNESS Commissioner/Notary Public
/s/ Diane Egerland /s/ David Korpela
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: 1. The subscribing witness must be a person other than the transferee.
2. The commissioner or notary public must be a person other than the transferee. a Commissioner for taking affidavits
3. The signature and affidavit of a subscribing witness is not required if in Northern Ontario while employed
the transferor is a corporation and the corporate seal is affixed over the by the Ministry of Northern Development
signature of an officer of the corporation on the transfer document. and Mines.
DAVID KORPELA,
====================================================================================================================================
FOR OFFICE USE ONLY a Commissioner for taking affidavits
in Northern Ontario while employed
- --------------------------- -------------------------- by the Ministry of Northern Development
RECEIVED RECORDED and Mines.
OCT 18, 1998 Oct 15/98
2:00 P.M. RECEIPT 2037
PORCUPINE MINING DIVISION ------------
- --------------------------- --------------------------
</TABLE>
92
