SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRADEN TECHNOLOGIES INC.
(Exact name of Company as specified in its charter)
NEVADA 88-0419475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 505, 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
604-689-1659
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
(Title of class)
<PAGE 2>
TABLE OF CONTENTS
Page
COVER PAGE.................................................1
TABLE OF CONTENTS..........................................2
PART I.....................................................3
DESCRIPTION OF BUSINESS....................................3
DESCRIPTION OF PROPERTY...................................13
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES...13
REMUNERATION OF DIRECTORS AND OFFICERS....................14
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN SECURITYHOLDERS ................................14
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS ................................... 15
SECURITIES BEING OFFERED................................. 15
PART II ............................................... 16
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS ............ 16
LEGAL PROCEEDINGS........................................ 17
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ........... 17
RECENT SALES OF UNREGISTERED SECURITIES ................. 17
INDEMNIFICATION OF DIRECTORS AND OFFICERS ............... 17
PART F/S ................................................ 19
FINANCIAL STATEMENTS .................................... 19
PART III ................................................ 19
INDEX TO EXHIBITS ....................................... 19
SIGNATURES ...............................................19
<PAGE 3>
PART I
The issuer has elected to follow Form 10-SB, Disclosure
Alternative 2.
ITEM 6. DESCRIPTION OF BUSINESS
Organization
Braden Technologies, Inc. (the "Company") was organized as a
Nevada corporation on February 17, 1999.
Business
The Company is a natural resource company engaged in the
acquisition, exploration and development of mineral properties.
The Company has an interest in the properties described below
under the heading "Mineral Property Option Agreement", designated
below as the "Miranda Property". The Company intends to carry
out exploration work on the Miranda Property in order to ascertain
whether the Miranda Property possesses commercially developable
quantities of gold and other precious minerals.
<PAGE 4>
Mineral Property Option Agreement
By an agreement made as of February 18, 1999 between the Company
and Miranda Industries Inc. of Suite 505 - 1155 Robson Street,
Vancouver, British Columbia ("Miranda"), the Company acquired
from Miranda the option (the "Option") to acquire a 50% interest
in certain mineral claims situated in the State of Nevada (the
"Miranda Property"). The consideration paid by the Company to
Miranda for the grant of the Option at the time of execution
was $1,000 US.
The Option is exercisable by the Company incurring the following
property exploration expenditures on the Miranda Property:
1. initial exploration expenditures in the amount of
$10,000 US by February 28, 2000; and
2. cumulative exploration expenditures in the amount of
$250,000 US by February 28, 2002.
Property exploration expenditures include all reasonable and
necessary monies expended on or in connection with the
exploration and development of the Miranda Property determined in
accordance with generally accepted accounting principles.
In addition, until the Company shall have secured a 50% interest
in the Miranda Property, the Company is obligated to cover all
Property Acquisition Costs due under the Underlying Agreement,
as discussed below.
Upon the Company acquiring a 50% interest in the Miranda Property
by exercise of the Option, the Company and Miranda will enter
into a joint venture for the purpose of further exploring and
developing and, if economically and politically feasible,
constructing and operating a mine on the Miranda Property.
The Company's Option is subject to an Underlying Agreement
dated the 12th day of February, 1997 (the "Underlying Agreement")
between Miranda and John Rice of P.O. Box 20074,
Reno, Nevada 89515("Rice") whereby Miranda acquired an undivided
100% right, title and interest in the Miranda Property from Rice
(the "Underlying Agreement") by staking the mining claims comprising
the Miranda Property, making a payment to Rice of $5,000 US in cash,
and issuing to Rice 70,000 common shares of Miranda Industries
Inc. as follows:
1. 10,000 shares along with the $5,000 upon approval of the
Agreement by the Vancouver Stock Exchange and the staking of at
least twenty mining claims;
2. 10,000 shares within 30 days of the issuance of a news release
on the results of a drill program in which the grade-thickness
of 4 feet-ounces/ton is received;
3. 20,000 shares within 30 days of the receipt of a final, signed
version of a positive pre-feasibility study on the property,
prepared by an independent, qualified party; and
<PAGE 5>
4. 30,000 shares within 30 days of the receipt of a final, signed
version of a positive feasibility study on the property, prepared
by an independent, qualified party.
Miranda has represented to the Company that the mineral claims
comprising the Miranda Property have been staked and the initial
payment of $5,000 made to Rice, each as required to maintain
the Underlying Agreement in good standing. As stated above, until
the Company shall have secured a 50% interest in the Miranda
Property, the Company has agreed to pay all Property Acquisition
Costs required under the Underlying Agreement. Property Acquisition
Costs means: (1) all cash payments due Rice, and (2) in the case
where common shares are to be issued to him, a sum equal to the
average closing price of the Miranda Common Stock for the 15 full
trading days immediately preceding the date of the event that
triggers the requirement for the issuance of the Common Shares of Miranda
under the underlying agreement.
Miranda Property
The thirty-seven lode claims comprising the Miranda Property have been
located and filed by Miranda on land administered by the U.S.
Bureau of Land Management. The claims are named the Basin Claims.
The Miranda Property is located in Sections 1-3, T8N, R40E and
Sections 34-36, T9N, R40E in the southern Toiyabe Mountains
approximately 38 miles (61 kms.) north of Tonopah, Nevada. Thirty-seven
lode claims have been located by Miranda USA on land administered
by the U. S. Forest Service.
The Miranda Property is approximately 22 miles (35 kms.) west-
southwest of Round Mountain (8 million ozs Au) and 31 miles (50
kms.) east-southeast of Paradise Peak. The project is located 20
miles (32 kms.) north of the Hall molybdenum mine and 7 miles (11
kms.) north of the Green Lizard copper prospect. Homestake Mining
Company was exploring in the East Golden area approximately 8
miles (13 kms.) west-northwest of the Miranda Property.
History of the Property
The property was originally prospected for its' mercury potential
over 50 years ago. Later, fluorspar was mined from the Colton Mine
in the main part of the district. In the early-mid seventies,
Louisiana Land and Minerals drilled 8-10 holes, presumably testing
for fluorspar. These holes are vertical, large diameter (12-14
inches) conventional drill holes. Freeport Exploration (now
Independence Mining) located claims in the area but chose not to
pursue making a deal with the land owner that controlled claims
over the main part of the property.
Miranda USA located 37 claims on the property in January 1997
after the property became open. Miranda now controls 37
unpatented claims.
<PAGE 6>
Regional Geology
There are two primary ages of volcanic activity represented in the
southern Toiyabe Range. The oldest volcanic rocks exposed in the
area are ash-flow tuffs of the middle volcanic sequence as
described by Kleinhampl and Ziony (1985). Ash-flow tuffs of the
middle volcaninc sequence are common to both the southern Toiyabe
Mountains and the Shoshone Range immediately to the west of the
Toiyabe Mountains. The middle volcanic sequence is made up of
numerous lithic units, some of which are widespread and others of
limited areal extent. Meaning there were numerous eruptive centers
in the area. The middle volcanic sequence unconformably overlies
the lower volcanic sequence which in turn unconformably overlies
pre-Tertiary sediments, neither of which are exposed in the
southern Toiyabe Mountains. Absolute age of the middle volcanic
sequence is not known but is presumed to be early Miocene
(Kleinhampl and Ziony 1985). Volcanism affected much of the area
simultaneously and continuously for a long period of time prior to
the eruption of the Toiyabe Quartz Latite. The Toiyabe Quartz
Latite is also widespread in both the southern Toiybe Mountains
and the Shoshone Range. The Toiyabe Quartz Latite consists of a
homogeneous series of rocks suggesting that it came from a single
eruptive center (Kleinhampl and Ziony, 1985). The Toiyabe Quartz
Latite is dated at 21-24 m. y.
There are a number of hypothesized calderas in the southern
Toiyabe Mountains and western Nye County. Their existence has only
recently begun to be observed. East-to-west trending linears and
west-northwest-trending linears are common throughout this part of
the Great Basin. One of these west-northwest trending linears
bisects the Miranda Property area which trends east-southeast
toward the Manhattan mining district and the East and West Golden
districts to the west-northwest.
Local Geology
Stratigraphy
The middle volcanic sequence of rocks at The Miranda Property
consists of a number of ash-flow units (Figure 3). The lower most
unit (Tsb1) is a medium gray rhyolite tuff which contains 20-25%
crystals (quartz, plagioclase, and k-feldspar). All phenocrysts
are less than 2 mm diameter. There are no mafic phenocrysts and
the lithic and pumice fragment content are minor. This rock type
forms blocky, massive outcrops, which crop out in the eastern part
of the project area.
In gradational contact with the underlying unit is a light tan to
light gray tuff (Tsb2) which consists of 25-30% crystals (quartz,
plagioclase and k-feldspar), biotite is minor (<5%), and lithic
and pumice fragments are less than 1%. This rock type forms slopes
and weathers tan.
<PAGE 7>
The next overlying unit is a medium gray, welded, and pumice rich
tuff (Tpr). This unit is moderately welded near its lower contact
with the underlying unit and becomes less welded higher up in the
section. This unit contains 15-20% crystals (quartz, plagioclase,
and k-feldspar), no mafics, and pumice fragments make up 20-30%
of the rock. This unit forms blocky outcrops and in the upper part
of the section it forms rounded outcrops with a " vuggy"
appearance due to the weathering out of the pumice fragments.
These 3 tuffs may belong to a single intracaldera cooling
unit. The primary distinguishing characteristics between these
members are the presence or absence of mafic phenocrysts and
pumice fragments. Unconformably overlying all of these rocks is
the Toiyabe Quartz Latite. In many locations the lower-most
contact of the Toiyabe Quartz Latite is marked by a vitrophyre
that ranges in thickness from a few feet to tens of feet.
Structure
The middle volcanic sequence is exposed through a structural
window in the younger, overlying Toiyabe Quartz Latite. The
sequence of events that lead to the creation of this window are
1) the formation of the "The Miranda Property"
volcano, 2) formation of the resurgent dome, 3) mineralization
along a major, westerly striking structure, 4) deposition of the
Toiyabe Quartz Latite at a level below that of the
volcano/resurgent dome's paleotopographic highs, and 5) collapse
of the volcanic center forming the present caldera. The minimum
diameter of the caldera is approximately 2,400 feet (730 meters).
This is the amount of the caldera that is exposed in the window
and it is quite possible that the caldera is bigger than what is
exposed.
In general, volcanic rocks at the Miranda Property dip moderately
to the south at angles between 30 degrees and 50 degrees and strikes
from N90 degrees W to N50 degrees W. Dips are taken from outcrops
that exhibit flow textures such as flattened pumice fragments.
Mapping and drilling data have brought forth evidence that there
are numerous blocks within the caldera that have been down-dropped
(Figure 5). The blocks at the center of the caldera have the most
amount of vertical displacement being down-dropped at least 1,000
feet (305 meters) compared to rocks outside of the ring fracture
zone. This is based on reconstructing the paleotopography using
displacement of the vein as a guide to repositioning the down-
dropped blocks.
Mineralized structures occur in two different locations on the
property. The North zone and South zone. The North zone strikes
from N55 degrees W to N70 degrees W and dips 40 degrees to 70
degrees to the north. The structure can be followed for
approximately 1,000 feet (305 meters). The South vein strikes N70
degrees W and dips from 25 degrees to 70 degrees to the north. The
South zone can be traced for approximately 2000 feet (660 meters).
The structures are primarily filled with quartz and fluorite is a
common gangue mineral. The structures vary in thickness from a few
inches to 15 feet (4.6 meters).
<PAGE 8>
Caldera collapse structures are arcuate in shape and are high
angle. The collapsed blocks are down-dropped toward the center of
the dome.
Alteration
The primary alteration types are silicification and argillization
with rare potassic alteration.
On surface exposures, argillization is ubiquitous and generally
confined to the pumice fragments and feldspar phenocrysts in weak
to moderate amounts away from the veins. The strongest argillic
alteration corresponds with proximity to vein exposures. Locally,
hanging wall rocks adjacent to veins can be strongly argillized,
affecting groundmass as well as phenocrysts and fragments. The
strongest zone of argillic alteration occurs along the middle part
of the South vein zone in prospect pits where the volcanic tuffs
are strongly argillized, both groundmass and phenocrysts. This
argillized zone is at least 200 feet (61 meters) wide and can be
followed along strike to the west for 700 feet (213 meters) before
being covered by alluvium. Drill hole SB97-2 encountered 80 feet
(24 meters) of strongly argillized hanging wall rock before
intersecting the quartz vein and silicified rock of the vein
structure at 110 feet (33 meters). Argillic alteration along the
North vein structure can be followed along strike for
approximately 1,800 feet (550 meters). This north zone of argillic
alteration is primarily confined to pumice fragments and feldspar
phenos. Along strike to the west, the vein trends under post-
mineral volcanic rocks which obscurs the true extent of alteration
related to the North vein. Post-mineral volcanics also cover the
hanging wall rocks north of the North vein, making the total width
of the argillic alteration indeterminate.
Silicification can be seen weakly altering the ground mass of the
volcanic units to strongly flooding the rocks and completely
masking the texture of the host. Silica alteration is confined to
a zone adjacent to the vein structures. Silicification forms a
tabular zone that can be 200-300 feet (61-91 meters) thick, as in
drill holes SB97-1, 2, 4, and 6. Silicification occurs in footwall
as well as hangingwall rocks. Silicification occurs along the
entire length of both of the vein zones but stronger in the
western part of the vein structures.
Mineralization
Gold and silver mineralization is directly related to quartz veins
and silicification. Veins range in size from a fraction of an inch
to 15 feet (4.6 meters). The North vein zone has the thickest and
most prominent vein structures. The North vein strikes west-
northwest for 1,000 feet (305 meters) while the South vein zone
also strikes west-northwest 2,000 feet (610 meters). Both veins
dip moderately to the north.
<PAGE 9>
Stockwork veining is common in the strongest areas of
silicification and quartz veining. There are at least 3 periods of
silicification as observed in drill chips and hand samples. Very
fine-grained pyrite occurring in trace amounts is the only sulfide
observed to date. The pyrite is most commonly associated with
strongly silicified rock and was more commonly found in drill
holes than on the surface.
Results
The highest gold value from surface rock chip samples was 1.0 oz
Au/ton and the highest silver was 14.7 ozs Ag/ton. Of 61 samples
collected 14 samples had less than detectable amounts of gold
(<5ppb), 32 had between 6-99 ppb Au, and 15 had greater than 100
ppb Au. Samples anomalous in gold are normally anomalous in
silver. The highest gold and silver values are from the same
sample. The second highest assay was 0.11 oz Au/ton and 1 oz
Ag/ton, which was a 30 foot (9 meter) channel across the outcrop
that contained the 1 oz Au/ton rock sample. Drill hole SB97-1
tested this anomalous outcrop. Mercury is the most anomalous trace
element. It also has a good correlation with gold and silver
values. The sample that ran 1 oz Au/ton and 14.7 ozs Ag/ton
contained 11.195 ppm Hg. The most anomalous mercury values (>50
ppm Hg) came from the mercury prospects on the western part of the
property where cinnabar is common within the altered volcanic
rocks.
A soil grid was established on the property. The North and South
vein zones were covered by the grid. The grid lines are 400 feet
apart with 50-foot sample spacings. Four short soil lines were
established over the mercury anomaly and two lines were run over
the alluvium covered area between the two separate areas. A total
of 507 soil samples were collected. Gold values from the soil
survey defines the North vein zone but only defines the eastern
half of the South vein zone. The western half of the South vein
zone, where the highest rock chip value was located, did not show
up as anomalous in the soil samples. Mercury values also picked up
the North vein zone but not the South vein zone. The western
mercury prospects also showed up as a mercury anomaly.
Drill hole and surface sampling had located low-grade gold and
silver mineralization. Drilling during October 1997 tested the
upper portion of the vein by drilling along the south vein zone
(drill holes SB97-1, 2, 6, and 8). A lower part of the vein was
tested by drilling the North vein zone (drill holes SB97-3, 4, 5,
and 9). Drill hole SB97-4 was the best drill hole and encountered
220 feet (67 meters) of strongly silicified and brecciated rock
with two thick quartz veins of about 10 and 20 foot thicknesses (3
and 6 meters). Figure 6 shows the location of the holes drilled
during1997. The thicker vein intercept contained 10 feet (3
meters) of 0.02 oz/ton gold. The assays above and below this
interval were strongly anomalous containing 286 ppb and 123 ppb
gold respectively. With better assay values occurring in the lower
part of the vein suggests that more down dip portions of the vein
may result in better gold and silver values. The strike extent of
the down dip portion of the vein is covered by post-mineral
volcanics.
<PAGE 10>
Conclusions and Recommendations of the Consulting Geologist
The Miranda Property is a volcanic hosted, epithermal
gold-silver system that has the potential of hosting a precious
metals deposit. The deposit would be hosted within the quartz
veins and adjacent wallrock which is strongly quartz-stockwork
mineralized and silicifed. The two main quartz veins, the North
vein and the South vein, can be followed along strike for 1,000
feet (305 meters) and 2,000 feet (610 meters), respectively. The
quartz veins can be as much as 15 feet (4.6 meters) thick. In
addition to the quartz veins, there is widespread and intense
quartz-stockwork veining and silicification adjacent to the quartz
veins. This occurs in both the footwall and hangingwall.
Surface rock chip samples assay as high as 1.0 oz Au/ton and 14.7
ozs Ag/ton from a quartz vein within a quartz-stockwork zone. A
30-foot (9 meters) channel sample from this same zone assayed 0.11
oz Au/ton and 1.0 oz Ag/ton. The widespread extent of quartz
veining and quartz-stockwork mineralization and silicification
indicates the mineralizing system is large and multiple episodes
of veining suggest mineralization occurred over a long period of
time.
There is evidence that the system contains gold and the
occurrence of gold is widespread. The next step would be to
further delineate drill targets and do additional drilling to test
different targets. First, there should be a gradient IP survey
over about one square mile. This will locate disseminated
sulfides and silicified zones for drill hole targeting. It was
recommended that during testing, the North vein structure be
drilled because of the encouraging results of SB97-4.
This would require the construction of roads in order to provide
drill access to test down-dip of the 0.02 oz/ton Au intercept.
More detailed alteration mapping might give indications as to the
intensity of the system and point to directions for further
exploration. Additional trace element geochemical surveys along
with ratios of these elements may also point to direction for
further exploration. The following table summarizes the costs
involved in testing this target.
Phase I
Gradient IP Contractor $9,000 Survey
Survey
Geologist $700 Supervision and planning
Reporting $500 Summary and interpretations
Contingency $1,000 @ 10%
----------- ------
TOTAL $11,200
<PAGE 11>
Phase II
Secret Basin Contractor $50,000 Reverse circulation drilling
Geologist $7,500 Supervision and geology
Assaying $12,000 For each 5 ft sample
Road
Building $8,000 Includes mobilization
Permitting $1,000 With the Forest Service
Filing Fees $3,500 Filing fees and staking
additional claims
Reporting $4,000 Summary reports
Contingency $12,900 @ 15%: meetings, management,
----------- ------- misc.
TOTAL $98,900
Company's Plan of Operation
The Company has determined to proceed with Phase One of the
exploration program on the Miranda Property. The Company has
raised sufficient funds from prior offerings of its securities,
as set forth in Item 4 of Part II of this Registration Statement,
to proceed with Phase One of the exploration program. The
Company will assess whether to proceed with Phase Two of the
exploration program upon completion of Phase One and an
evaluation of the results of the Phase One program.
Administration
The Company has entered into a management contract dated February
17, 1999 with Senate Capital Group Inc. whereby Senate Capital
has agreed to provide office administration services to the
Company for a fee of $1000 US per month for a one-year term
commencing February 17, 1999 and ending on February 29. 1999.
The services include reception, secretarial services, accounting
services, investor relations and other general office services.
Competition and Marketing
The mining industry, in general, is intensively competitive and
there is not any assurance that even if commercial quantities of
ore are discovered, a ready market will exist for sale of same.
Numerous factors beyond the control of the Company may affect the
marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving an adequate
return on invested capital.
<PAGE 12>
Compliance with Government Regulation
The Company will be required to comply with all regulations,
rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in the State of
Nevada. In addition, production of minerals in the State of
Nevada will require prior approval of applicable governmental
regulatory agencies. There can be no assurance that such
approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known in advance.
Exploration Risk
Exploration for minerals is a speculative venture necessarily
involving substantial risk. There is not any certainty that the
expenditures to be made by the Company in the acquisition of the
interests described herein will result in discoveries of
commercial quantities of ore. Hazards such as unusual or
unexpected formations and other conditions are involved in
mineral exploration and development. The Company may become
subject to liability for pollution, cave-ins or hazards against
which it cannot insure or against which it may elect not to
insure. The payment of such liabilities may have a material
adverse effect on the Company's financial position.
No Known Bodies of Ore
There are not any known bodies of ore on the Company's
properties. The business plan of the Company is to raise funds
to carry out further exploration with the objective of
establishing ore of commercial tonnage and grade. If the
Company's exploration programs are successful, additional funds
will be required for the development of economic reserves and to
place them in commercial production. The only source of future
funds presently available to the Company is through the sale of
equity capital. The only alternative for the financing of
further exploration would be the offering by the Company of an
interest in its properties to be earned by another party or
parties carrying out further exploration or development thereof,
which is not presently contemplated.
Research and Development Expenditures
During the past two fiscal years, the Company has not completed
any research or development expenditures. Miranda Industries
Inc., the vendor of the Miranda Property, has completed the
geological exploration program on the Miranda Property, as
discussed above.
Subsidiaries
The Company has no subsidiaries.
<PAGE 13>
Employees
The Company has no employees. The Company conducts its business
through agreements with consultants and arms-length third
parties.
Patents and Trademarks
The Company does not own, either legally or beneficially, any
patent or trademark.
Item 7. Description of Property
The Company has an option to acquire a 50% interest in the
Miranda Property, as described in detail in Item 6 of Part I of
this Registration Statement under "Mineral Property Option
Agreement".
The Company does not own or lease any property other than the
Miranda Property. The Company has entered into an office
administration contract dated February 17, 1999 with Senate
Capital Group Inc. whereby Senate Capital has agreed to provide
office administration services to the Company for a fee of $1000
US per month.
Item 8. Directors, Executive Officers and Significant Employees
The following information sets forth the names of the directors,
executive officers and significant employees of the Company,
their present positions with the Company, and their biographical
information.
1. Directors and Officers
Name of Director Age Position Term of Office
- ---------------- --- -------------- --------------
Peter William Bell 63 President/Sec.
Treasurer One year
Ross William Bailey 37 Director One year
Richard Douglas Wilson 41 Director One year
Mr. Peter William Bell is a director and is President of the
Company. Mr. Bell is a self-employed consultant and is a
director of Current Technology Corporation. Mr. Bell has a
Bachelor of Science Degree in Pharmacy from the University of
Manitoba and a Masters in Business Administration from the
University of Western Ontario. Mr. Bell practiced as a
licensed pharmacist until 1968. Mr. Bell has provided a wide
range of consultant services to health care companies and
organizations. Mr. Bell has been a director and member of a
number of health care companies and professional organizations.
<PAGE 14>
Mr. Ross William Johnston Bailey is a director of the Company and
has a Bachelors Degree in Mechanical Engineering from the
University of Victoria and is enrolled in the Masters in
Business Administration program at Simon Fraser University. Mr.
Bailey has been employed with Ballard Power Systems as a
manufacturing engineer since 1995.
Richard Douglas Wilson is a director of the Company and has been
managing publicly traded companies for the past 12 years on the
Vancouver Stock Exchange. He has been instrumental in raising
needed capital for several mineral resource companies. He is
President of International Chargold Resources which is building a
precious metals refinery in Ghana, West Africa.
2. Significant Employees
The Company does not have any significant employees.
Item 9. Remuneration of Directors and Officers
The following table sets forth certain information as to the
Company's three highest paid executive officers and directors for
the fiscal year which will end on January 31, 2000. As indicated
below, the Company does not presently pay any compensation to any
of its officers and directors. The Company may during the course
of the current year decide to compensate its officers and
directors for their services. No other compensation is
anticipated to be paid any such officers other than the cash
compensation set forth below.
Summary Compensation Table
Name Position Year Salary
- --------------------------- --------- ----- ------
Peter Bell President 1999 Nil
Ross William Johnston Bailey Director 1999 Nil
Richard Douglas Wilson Director 1999 Nil
The Company does not pay to its directors any compensation for
each director serving on the Company's board of directors.
Item 10. Security Ownership of Management and Certain Security
Holders
The following table sets forth information as of the date hereof,
based on information obtained from the persons named below, with
respect to the beneficial ownership of the Common Stock by (i)
each person known by the Company to own beneficially 5% or more
of the Common Stock, (ii) each director and officer and (iii) all
directors and officers as a group:
<PAGE 15>
Amount of
Name and Address Beneficial Percent
Title of Class of Beneficial Owner Ownership of Class
- -------------- ------------------- ---------- --------
Common Stock Peter William Bell 500,000 17.54%
Common Stock Ross W.J. Bailey 100,000 3.51%
Common Stock Richard Douglas Wilson 50,000 1.75%
Common Stock Aileen Mary Fehr 250,000 8.77%
Common Stock Gordon H. Lloyd 250,000 8.77%
Common Stock Dennis Lyle Higgs 200,000 7.02%
Common Stock Douglas V. Higgs 200,000 7.02%
Common Stock Darcy Allan Higgs 200,000 7.02%
Common Stock Eric Gordon Fergie 175,000 6.14%
Common Stock Directors and Officers
As a Group 650,000 22.80%
Item 11. Interest of Management and Others in Certain
Transactions
None of the directors or officers of the Company, nor any
proposed nominee for election as a director of the Company, nor
any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all
outstanding shares of the Company, nor any promoter of the
Company, nor any relative or spouse of any of the foregoing
persons has any material interest, direct or indirect, in any
transaction since the date of the Company's incorporation or in
any presently proposed transaction which, in either case, has or
will materially affect the Company.
It should be noted, however, that the Consulting Geologist, John
Rice, who prepared the geological reports on which the business
plan was at least partially based, is the Vendor on the Underlying
Agreement which transferred the mineral rights to Miranda and as a
result will be entitled to up to 70,000 common shares of Miranda
Industries Inc. as described above under the section entitled
"Mineral Property Option Agreement"
Item 12. Securities Being Offered
Common Stock
The Company has authorized 25,000,000 common shares par value
$0.001 of Common Stock, of which 2,850,000 are currently
outstanding.
Holders of Common Stock have the right to cast one vote for each
share held of record on all matters submitted to a vote of
holders of Common Stock, including the election of directors.
There is no right to cumulate votes for the election of directors.
Stockholders holding a majority of the voting power of the capital
stock issued and outstanding and entitled to vote, represented in
person or by proxy, are necessary to constitute a quorum at any
meeting of the Company's stockholders, and the vote by the holders
of a majority of such outstanding shares is required to effect
certain fundamental corporate changes such as liquidation, merger
or amendment of the Company's Certificate of Incorporation.
<PAGE 16>
Holders of Common Stock are entitled to receive dividends pro
rata based on the number of shares held, when, as and if declared
by the Board of Directors, from funds legally available therefor,
subject to the rights of holders of any outstanding preferred
stock. In the event of the liquidation, dissolution or winding up
of the affairs of the Company, all assets and funds of the
Company remaining after the payment of all debts and other
liabilities, subject to the rights of the holders of any
outstanding preferred stock, shall be distributed, pro rata,
among the holders of the Common Stock. Holders of Common Stock
are not entitled to pre-emptive or subscription or conversion
rights, and there are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common
Stock are, and the shares of Common Stock offered hereby will be
when issued, fully paid and non-assessable.
Warrants
The Company does not have any warrants to purchase securities of
the Company outstanding.
Options
The Company does not have any options to purchase securities of
the Company outstanding. The Company may in the future establish
an incentive stock option plan for its directors, officers,
employees and consultants.
Transfer Agent
Pacific Stock Transfer of Las Vegas, Nevada has been appointed
the transfer agent for the Shares.
PART II
Item 1. Market Price of, and Dividends on, the Registrant's
Common Equity and Other Stockholder Matters
The Company anticipates applying for a listing on the OTC
Bulletin Board upon effectiveness of this registration statement.
Currently, there is no public market for the Company's stock and
there is no assurance that a public market will materialize.
As of the date of this registration statement, there were
Thirty-eight (38) registered shareholders in the Company. There
are no dividend restrictions in the Company.
None of the holders of the Company's common shares or warrants or
options to purchase common shares have any right to require the
Company to register its common shares pursuant to the Securities
Act of 1933.
<PAGE 17>
Item 2. Legal Proceedings
There are no legal proceedings pending or threatened against the
Corporation.
Item 3. Changes in and Disagreements with Accountants
The Company has had no changes in or disagreements with its
accountants since its inception in February 1999.
Item 4. Recent Sales of Unregistered Securities
The Company completed an offering of 650,000 common shares
at a price of $0.01 per share on March 2, 1999 pursuant to Rule
504 of Regulation D of the Act, and Section 46(j) of the
Securities Act of British Columbia.
The Company completed an offering of 2,100,000 common shares at a
price of $0.01 per share on March 4, 1999. The offering was
completed pursuant to Rule 504 of Regulation D of the Act, and
Section 46(j) of the Securities Act of British Columbia, and
Section66(a) of the Securities Act of Alberta.
The Company completed an offering of 100,000 common shares at a
price of $0.20 per share on March 12, 1999. The offering was
completed pursuant to Rule 504 of Regulation D of the Act, and
Section 46(j) of the Securities Act of British Columbia.
Item 5. Indemnification of Directors and Officers
The officers and directors of the Company are indemnified as
provided under the Nevada Revised Statutes (the "NRS") and the
Bylaws of the Company.
Under the NRS, director immunity from liability to a corporation
or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a
corporation's articles of incorporation (which is not the case
with the Company's Articles of Incorporation). Excepted from that
immunity are: (i) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in
which the director has a material conflict of interest; (ii) a
violation of criminal law (unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was
unlawful); (iii) a transaction from which the director derived an
improper personal profit; and (iv) willful misconduct.
<PAGE 18>
The By-laws of the Company provide that the Company will
indemnify its directors and officers to the fullest extent not
prohibited by the Nevada General Corporation Law; provided,
however, that the Company may modify the extent of such
indemnification by individual contracts with its directors and
officers; and, provided, further, that the Company shall not be
required to indemnify any director or officer in connection with
any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of
the corporation, (iii) such indemnification is provided by the
Company, in its sole discretion, pursuant to the powers vested
in the corporation under the Nevada General Corporation Law or
(iv) such indemnification is required to be made pursuant to the
By-laws.
The By-laws of the Company provide that the Company will advance
to any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he 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 executive officer of
another corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay
said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under the By-laws of the
Company or otherwise.
The By-laws of the Company provide that no advance shall be made
by the Company to an officer of the Company (except by reason of
the fact that such officer is or was a director of the Company in
which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in
bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the Company.
<PAGE 19>
PART F/S
FINANCIAL STATEMENTS
The Company's audited Financial Statements, as described below,
are attached hereto.
1. Audited financial statements for the period ending March 15,
1999, including:
(a) Balance Sheet;
(b) Statement of Loss and Deficit;
(c) Statement of Cash Flows;
(d) Statement of Stockholders' Equity;
(e) Notes to Financial Statements.
2. Consent of Independent Accountant to use of financial
statements.
PART III
INDEX TO EXHIBITS
Exhibit 1: Articles of Incorporation
Exhibit 2: Bylaws
Exhibit 3: Mineral Property Option Agreement
Exhibit 4: Agreement with John Rice
Exhibit 5: Office Facilities and Service Contract
Exhibit 6: Geological Report on the Miranda Property
(Secret Basin Report)
Exhibit 7: Consent of Geological Consultant to use of Report
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
BRADEN TECHNOLOGIES, INC.
Date: April 19, 1999
By:_/s/ Peter Bell______________
PETER BELL President and
Chief Executive Officer
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
MARCH 15,1999
(Stated in U.S. Dollars)
<PAGE 2>
DeMello & Company Suite 650 - 999 West Broadway
CGA Vancouver, B.C. V5Z IK5
R.F. DeMello Inc. Tel: (604) 730-4866
Fax: (604) 730-4840
CERTIFIED GENERAL ACCOUNTANT
AUDITORS'REPORT
To the Directors
Braden Technologies, Inc.
I have audited the balance sheet of Braden Technologies, Inc.
(an exploration stage company) as at March 15, 1999 and the
statements of loss and deficit accumulated during the
development stage, cash flows and stockholders' equity for the
period then ended. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with United States and
Canadian generally accepted auditing standards. Those standards
require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in
all material respects, the financial position of the Company
as at March 15, 1999 and the results of its operations and the
cash flows for the period then ended in accordance with United
States generally accepted accounting principles.
Vancouver, B.C. /S/ DeMello & Co.
Certified General Accountant
April 6, 1999
<PAGE 3>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEET
MARCH 15,1999
(Stated in U.S. Dollars)
- -------------------------------------------------------------
ASSETS
Current
Cash $ 47,412
Mineral property (Note 3) $ 1,000
$ 48,412
- -------------------------------------------------------------
LIABILITIES
Current
Accounts payable $ 2,345
SHAREHOLDERS' EQUITY
Share Capital
Authorized:
25,000,000 Common shares,
par value $0.001 per share
Issued and outstanding:
2,850,000 Common shares 2,850
Additional paid in capital 44,650
Deficit Accumulated During The Exploration Stage (1,433)
46,067
$ 48,412
- -------------------------------------------------------------
Approved by the Directors:
/S/ R. Bailey /S/ Peter Bell
<PAGE 4>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Stated in U.S. Dollars)
- -------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To March 15 To March 15
1999 1999
- -------------------------------------------------------------
Expenses
Bank charges $ 4 $ 4
Professional fees 417 417
Office and sundry 84 84
Office facilities and services 928 928
Net Loss For The Period 1,433 $ 1,433
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period ________
Deficit Accumulated During
The Exploration Stage,
End Of Period $ 1,433
Net Loss Per Share $ 0.01
Weighted Average Number
of Shares Outstanding 1,580,769
<PAGE 5>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
- -------------------------------------------------------------
Period From
Date Of
Organization Inception
February 17 February 17
1999 1999
To March 15 To March 15
1999 1999
- -------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $(1,433) $(1,433)
Adjustments To Reconcile
Net Loss To Net Cash Used
By Operating Activities
Change in accounts payable 2,345 2,345
-------------------------
912 912
-------------------------
Cash Flow From Investing Activities
Mineral property (1,000) (1,000)
-------------------------
Cash Flow From Financing Activities
Share capital issued 47,500 47,500
-------------------------
Increase In Cash 47, 412 47,412
Cash, Beginning Of Period - -
-------------------------
Cash, End Of Period $47,412 $47,412
- -------------------------------------------------------------
<PAGE 6>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 15,1999
(Stated in U.S. Dollars)
Common Stock
-------------------------
Additional
Paid-in
Shares Amount Capital Deficit Total
----------------------------------------------
Shares issued
for cash
@ $0.01 2,750,000 $2,750 $24,750 $ $27,500
Shares issued
for cash
@ $0.20 100,000 100 19,900 - 20,000
Net loss for
the period - - - (1,433) (1,433)
----------------------------------------------
Balance,
March 15, 1999 2,850,000 $2,850 $44,650 $(1,433) $46,067
----------------------------------------------
<PAGE 7>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15,1999
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada,
U.S.A. on February 17, 1999.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.
The recoverability of amounts shown as mineral property
and related deferred exploration expenditures is
dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the
underlying mineral claims and the ability of the Company
to obtain profitable production or proceeds from the
disposition thereof.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared
in accordance with generally accepted accounting principles
in the United States. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Mineral Property and Related Deferred Exploration
Expenditures
The Company defers all direct exploration expenditures
on mineral properties in which it has a continuing
interest to be amortized over the recoverable reserves
when a property reaches commercial production. On
abandonment of any property, applicable accumulated
deferred exploration expenditures will be written off.
To date none of the Company's properties have reached
commercial production.
At least annually, the net deferred cost of each mineral
property is compared to management's estimation of the
net realizable value, and a write-down is recorded if
the net realizable value is less than the cumulative net
deferred costs.
<PAGE 8>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15, 1999
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
b) Income Taxes
The Company has adopted Statement of Financial
Accounting Standards No. 109 - "Accounting for Income
Taxes" (SFAS 109). This standard requires the use of
an asset and liability approach for financial accounting
and reporting on income taxes. If it is more likely than
not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is
recognized.
c) Financial Instruments
The Company's financial instruments consist of cash
and accounts payable. Unless otherwise noted, it is
management's opinion that this Company is not exposed to
significant interest or credit risks arising from these
financial instruments. The fair value of
these financial instruments approximate their carrying
values, unless otherwise noted.
d) Net Loss Per Share
Net loss per share is based on the weighted average
number of common shares outstanding during the period
plus common share equivalents, such as options, warrants
and certain convertible securities. This method requires
primary earnings per share to be computed as if the
common share equivalents were exercised at the beginning
of the period or at the date of issue and as if the funds
obtained thereby were used to purchase common shares of
the Company at its average market value during the period.
3. MINERAL PROPERTY
The Company has entered into an option agreement to acquire
a 50% interest, subject to a 2.5% net smelter royalty, in
the Secret Basin, Nevada property for the following
consideration:
- cash payment of U.S. $1,000;
- exploration expenditures totalling U.S. $250,000 by
February 28, 2002, U.S. $10,000 of which must be
expended by February 28, 2000.
Consideration to date $1,000
<PAGE 9>
BRADEN TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 15, 1999
(Stated in U.S. Dollars)
4. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems
use two digits rather than four to identify a year.
Date-sensitive systems may recognize the year 2000 as 1900
or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain
dates in 1999 to represent something other than a date, The
effects of the Year 2000 Issue may be experienced before,
on, or after January 1, 2000, and, if not addressed, the
impact on operations and financial reporting may range from
minor errors to significant systems failure which could
affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all
aspects of the Year 2000 Issue affecting the entity,
including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
DeMello & Company Suite 650 - 999 West Broadway
CGA Vancouver, B.C. V5Z 1K5
R.F. DeMello Inc. Tel: (604) 730-4866
Fax: (604) 730-4840
CERTIFIED GENERAL ACCOUNTANT
CONSENT OF INDEPENDENT ACCOUNTANTS
I hereby consent to the inclusion of my audit report dated
April 6, 1999, on the financial statements of Braden
Technologies, Inc. for the period ended March 15, 1999 in the
Company's Form 10 - SB. I also consent to the application of
such report to the financial information in the Form 10 - SB,
when such financial information is read in conjunction with
the financial statements referred to in my report.
Vancouver, B.C
/S/ DeMello & Co.
April 6,1999 Certified General Accountant
FILED# C 3753-99 Articles of Incorporation
FEB 17 1999 (PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State
In the office of
/S/ Dean Heller
Dean Heller Secretary of State
(For filing office use) (For filing office use)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
IMPORTANT: Read instructions on reverse side before completing
this form.
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: Braden Technologies Inc.
2. RESIDENT AGENT: (designated resident agent and his STREET
ADDRESS in Nevada where process may be served)
Name of Resident Agent: Michael A. Cane
Street Address: 101 Convention Center Dr.
Suite 1200
Las Vegas, NV 89109
3. SHARES: (number of shares the corporation is authorized to
issue)
Number of shares with par value: 25 Million Par value: $.001
No. without par value:
4. GOVERNING BOARD: shall be styled as (check one): X Directors
Trustees
The FIRST BOARD OF DIRECTORS shall consist of 1 member(s) and
the names and addresses are as follows:
Michael A. Cane 101 Convention Center Dr.
Suite #1200
Las Vegas, NV 89109
5. PURPOSE:(optional): The purpose of the corporation shall be:
6. OTHER MATTERS: This form includes the minimal statutory
requirements to incorporate under NRS 78. You may attach
additional information pursuant to NRS 78.037 or any other
information you deem appropriate. If any of the additional
information is contradictory to this form it cannot be filed
and will be returned to you for correction. Number of pages
attached 0 .
7. SIGNATURES OF INCORPORATORS: The names and addresses of each
of the incorporators signing the articles.
Michael A. Cane
P.O. Box 12927, Las Vegas, NV 89112
/S/ Michael A. Cane
Signature
State of Nevada, County of Clark
This instrument was acknowledged before me
on February 17, 1999 by
Michael A. Cane
as incorporator of
Braden Technologies Inc.
/S/Ann Marie Gibson
Notary Public Signature
(affix notary stamp or seal)
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I, Michael A. Cane hereby accept appointment as Resident
Agent for the above named corporation.
/S/ Michael A. Cane 02-17-99
Signature of Resident Agent Date
BYLAWS
OF
BRADEN TECHNOLOGIES INC.
(A NEVADA CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the
corporation in the State of Nevada shall be in the City of Las
Vegas, State of Nevada.
Section 2. Other Offices. The corporation shall also have
and maintain an office or principal place of business at such
place as may be fixed by the Board of Directors, and 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 II
CORPORATE SEAL
Section 3. Corporate Seal. The corporate seal shall consist
of a die bearing the name of the corporation and the inscription,
"Corporate Seal-Nevada." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings. Meetings of the stockholders
of the corporation shall be held at such place, either within or
without the State of Nevada, as may be designated from time to
time by the Board of Directors, or, if not so designated, then at
the office of the corporation required to be maintained pursuant
to Section 2 hereof.
Section 5. Annual Meeting.
(a) The annual meeting of the stockholders of the
corporation, for the purpose of election of directors and for such
other business as may lawfully come before it, shall be held on
such date and at such time as may be designated from time to time
by the Board of Directors.
(b) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual
meeting, business must be: (A) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors,(B)otherwise properly brought before the
meeting
<PAGE 2>
by or at the direction of the Board of Directors, or (C)
otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not later
than the close of business on the sixtieth (60th) day nor earlier
than the close of business on the ninetieth (90th) day prior to
the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has
been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement,
notice by the stockholder to be timely must be so received not
earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of
business on the later of the sixtieth (60th) day prior to such
annual meeting or, in the event public announcement of the date of
such annual meeting is first made by the corporation fewer than
seventy (70) days prior to the date of such annual meeting, the
close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first
made by the corporation. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (iii) the class and
number of shares of the corporation which are beneficially owned
by the stockholder, (iv) any material interest of the stockholder
in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
in his capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information
with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under
the 1934 Act. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this
paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with
the provisions of this paragraph (b), and, if he should so
determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be
transacted.
(c) Only persons who are confirmed in accordance with the
procedures set forth in this paragraph (c) shall be eligible for
election as directors. Nominations of persons for election to the
Board of Directors of the corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or
by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice
procedures set forth in this paragraph (c). Such nominations,
other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 5. Such stockholder's notice
shall set forth (i) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a
director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment
of such person, (c) the class and number of shares of the
corporation which are beneficially owned by such person, (D) a
description of all arrangements or
<PAGE 3>
understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nominations are to be made by the stockholder, and
(E) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (including without limitation
such person's written consent to being named in the proxy
statement, if any, as a nominee and to serving as a director if
elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of
this Section 5. At the request of the Board of Directors, any
person nominated by a stockholder for election as a director shall
furnish to the Secretary of the corporation that information
required to be set forth in the stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (c).
The chairman of the meeting shall, if the facts warrant, determine
and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if
he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.
(d) For purposes of this Section 5, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service
or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the corporation
may be called, for any purpose or purposes, by (i) the Chairman of
the Board of Directors, (ii) the Chief Executive Officer, or (iii)
the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the
Board of Directors for adoption), and shall be held at such place,
on such date, and at such time as the Board of Directors, shall
determine.
(b) If a special meeting is called by any person or persons
other than the Board of Directors, the request shall be in
writing, specifying the general nature of the business proposed to
be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission
to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in
such notice. The Board of Directors shall determine the time and
place of such special meeting, which shall be held not less than
thirty-five (35) nor more than one hundred twenty (120) days after
the date of the receipt of the request. Upon determination of the
time and place of the meeting, the officer receiving the request
shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of Section 7 of these
Bylaws. If the notice is not given within sixty (60) days after
the receipt of the request, the person or persons requesting the
meeting may set the time and place of the meeting and give the
notice. Nothing contained in this paragraph (b) shall be
construed as limiting, fixing, or affecting the time when a
meeting of stockholders called by action of the Board of
Directors may be held.
<PAGE 4>
Section 7. Notice of Meetings. Except as otherwise provided
by law or the Articles of Incorporation, written notice of each
meeting of stockholders shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting, such notice to
specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, signed by the person
entitled to notice thereof, either before or after such meeting,
and will be waived by any stockholder by his attendance thereat in
person or by proxy, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is
not lawfully called or convened. Any stockholder so waiving
notice of such meeting shall be bound by the proceedings of any
such meeting in all respects as if due notice thereof had been
given.
Section 8. Quorum. At all meetings of stockholders, except
where otherwise provided by statute or by the Articles of
Incorporation, or by these Bylaws, the presence, in person or by
proxy duly authorized, of the holder or holders of not less than
one percent (1%) of the outstanding shares of stock entitled to
vote shall constitute a quorum for the transaction of business.
In the absence of a quorum, any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the
meeting or by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at
such meeting. The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Except as otherwise provided by law, the Articles of Incorporation
or these Bylaws, all action taken by the holders of a majority of
the votes cast, excluding abstentions, at any meeting at which a
quorum is present shall be valid and binding upon the corporation;
provided, however, that directors shall be elected by a plurality
of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of
directors. Where a separate vote by a class or classes or series
is required, except where otherwise provided by the statute or by
the Articles of Incorporation or these Bylaws, a majority of the
outstanding shares of such class or classes or series, present in
person or represented by proxy, shall constitute a quorum entitled
to take action with respect to that vote on that matter and,
except where otherwise provided by the statute or by the Articles
of Incorporation or these Bylaws, the affirmative vote of the
majority (plurality, in the case of the election of directors) of
the votes cast, including abstentions, by the holders of shares of
such class or classes or series shall be the act of such class or
classes or series.
Section 9. Adjournment and Notice of Adjourned Meetings.
Any meeting of stockholders, whether annual or special, may be
adjourned from time to time either by the chairman of the meeting
or by the vote of a majority of the shares casting votes,
excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for
more than thirty (30) days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
<PAGE 5>
Section 10. Voting Rights. For the purpose of
determining those stockholders entitled to vote at any meeting of
the stockholders, except as otherwise provided by law, only
persons in whose names shares stand on the stock records of the
corporation on the record date, as provided in Section 12 of these
Bylaws, shall be entitled to vote at any meeting of stockholders.
Every person entitled to vote shall have the right to do so either
in person or by an agent or agents authorized by a proxy granted
in accordance with Nevada law. An agent so appointed need not be
a stockholder. No proxy shall be voted after three (3) years from
its date of creation unless the proxy provides for a longer
period.
Section 11. Joint Owners of Stock. If shares or other
securities having voting power stand of record in the names of two
(2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the
entirety, or otherwise, or if two (2) or more persons have the
same fiduciary relationship respecting the same shares, unless the
Secretary is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect: (a) if only one
(1) votes, his act binds all; (b) if more than one (1) votes, the
act of the majority so voting binds all; (c) if more than one (1)
votes, but the vote is evenly split on any particular matter, each
faction may vote the securities in question proportionally, or may
apply to the Nevada Court of Chancery for relief as provided in
the General Corporation Law of Nevada, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is
held in unequal interests, a majority or even-split for the
purpose of subsection (c) shall be a majority or even-split in
interest.
Section 12. List of Stockholders. The Secretary shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at
the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the
whole time thereof and may be inspected by any stockholder who is
present.
Section 13. Action Without Meeting. No action shall be
taken by the stockholders except at an annual or special meeting
of stockholders called in accordance with these Bylaws, or by the
written consent of all stockholders.
Section 14. Organization.
(a) At every meeting of stockholders, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or, if the President is absent, a chairman
of the meeting chosen by a majority in interest of the
stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act
as secretary of the meeting.
<PAGE 6>
(b) The Board of Directors of the corporation shall be
entitled to make such rules or regulations for the conduct of
meetings of stockholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the Board
of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such
chairman, are necessary, appropriate or convenient for the proper
conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules
and procedures for maintaining order at the meeting and the safety
of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly
authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and
regulation of the opening and closing of the polls for balloting
on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held
in accordance with rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 15. Number and Qualification. The authorized
number of directors of the corporation shall be not less than one
(1) nor more than twelve (12) as fixed from time to time by
resolution of the Board of Directors; provided that no decrease in
the number of directors shall shorten the term of any incumbent
directors. Directors need not be stockholders unless so required
by the Articles of Incorporation. If for any cause, the directors
shall not have been elected at an annual meeting, they may be
elected as soon thereafter as convenient at a special meeting of
the stockholders called for that purpose in the manner provided in
these Bylaws.
Section 16. Powers. The powers of the corporation shall
be exercised, its business conducted and its property controlled
by the Board of Directors, except as may be otherwise provided by
statute or by the Articles of Incorporation.
Section 17. Election and Term of Office of Directors.
Members of the Board of Directors shall hold office for the terms
specified in the Articles of Incorporation, as it may be amended
from time to time, and until their successors have been elected as
provided in the Articles of Incorporation.
Section 18. Vacancies. Unless otherwise provided in the
Articles of Incorporation, any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other causes and any newly created directorships resulting from
any increase in the number of directors, shall unless the Board of
Directors determines by resolution that any such vacancies or
newly created directorships shall be filled by stockholder vote,
be filled only by the affirmative vote of a majority of the
directors then in office, even though less than a quorum of the
Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full
term of the director for which the vacancy was created or occurred
and until such director's successor shall have been elected and
qualified. A vacancy in the Board of Directors
<PAGE 7>
shall be deemed to exist under this Bylaw in the case of the
death, removal or resignation of any director.
Section 19. Resignation. Any director may resign at any
time by delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure
of the Board of Directors. If no such specification is made, it
shall be deemed effective at the pleasure of the Board of
Directors. When one or more directors shall resign from the Board
of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office
for the unexpired portion of the term of the director whose place
shall be vacated and until his successor shall have been duly
elected and qualified.
Section 20. Removal. Subject to the Articles of
Incorporation, any director may be removed by:
(a) the affirmative vote of the holders of a majority of the
outstanding shares of the Corporation then entitled to vote, with
or without cause; or
(b) the affirmative and unanimous vote of a majority of the
directors of the Corporation, with the exception of the vote of
the directors to be removed, with or without cause.
Section 21. Meetings.
(a) Annual Meetings. The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of
stockholders and at the place where such meeting is held. No
notice of an annual meeting of the Board of Directors shall be
necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may
lawfully come before it.
(b) Regular Meetings. Except as hereinafter otherwise
provided, regular meetings of the Board of Directors shall be held
in the office of the corporation required to be maintained
pursuant to Section 2 hereof. Unless otherwise restricted by the
Articles of Incorporation, regular meetings of the Board of
Directors may also be held at any place within or without the
state of Nevada which has been designated by resolution of the
Board of Directors or the written consent of all directors.
(c) Special Meetings. Unless otherwise restricted by the
Articles of Incorporation, special meetings of the Board of
Directors may be held at any time and place within or without the
State of Nevada whenever called by the Chairman of the Board, the
President or any two of the directors.
(d) Telephone Meetings. Any member of the Board of
Directors, or of any committee thereof, may participate in a
meeting by means of conference telephone or similar communications
<PAGE 8>
equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by
such means shall constitute presence in person at such meeting.
(e) Notice of Meetings. Notice of the time and place of all
special meetings of the Board of Directors shall be orally or in
writing, by telephone, facsimile, telegraph or telex, during
normal business hours, at least twenty-four (24) hours before the
date and time of the meeting, or sent in writing to each director
by first class mail, charges prepaid, at least three (3) days
before the date of the meeting. Notice of any meeting may be
waived in writing at any time before or after the meeting and will
be waived by any director by attendance thereat, except when the
director attends the meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
(f) Waiver of Notice. The transaction of all business at
any meeting of the Board of Directors, or any committee thereof,
however called or noticed, or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice,
if a quorum be present and if, either before or after the meeting,
each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 22. Quorum and Voting.
(a) Unless the Articles of Incorporation requires a greater
number and except with respect to indemnification questions
arising under Section 43 hereof, for which a quorum shall be one-
third of the exact number of directors fixed from time to time in
accordance with the Articles of Incorporation, a quorum of the
Board of Directors shall consist of a majority of the exact number
of directors fixed from time to time by the Board of Directors in
accordance with the Articles of Incorporation provided, however,
at any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board of
Directors, without notice other than by announcement at the
meeting.
(b) At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined
by the affirmative vote of a majority of the directors present,
unless a different vote be required by law, the Articles of
Incorporation or these Bylaws.
Section 23. Action Without Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, 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 all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.
Section 24. Fees and Compensation. Directors shall be
entitled to such compensation for their services as may be
approved by the Board of Directors, including, if so approved, by
resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a
committee of
<PAGE 9>
the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving the corporation in
any other capacity as an officer, agent, employee, or otherwise
and receiving compensation therefor.
Section 25. Committees.
(a) Executive Committee. The Board of Directors may by
resolution passed by a majority of the whole Board of Directors
appoint an Executive Committee to consist of one (1) or more
members of the Board of Directors. The Executive Committee, to
the extent permitted by law and provided in the resolution of the
Board of Directors shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the corporation, including without
limitation the power or authority to declare a dividend, to
authorize the issuance of stock and to adopt a certificate of
ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but
no such committee shall have the power or authority in reference
to amending the Articles of Incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board
of Directors fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any
other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the
number of shares of any series of stock or authorize the increase
or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation.
(b) Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
from time to time appoint such other committees as may be
permitted by law. Such other committees appointed by the Board of
Directors shall consist of one (1) or more members of the Board of
Directors and shall have such powers and perform such duties as
may be prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the powers
denied to the Executive Committee in these Bylaws.
(c) Term. Each member of a committee of the Board of
Directors shall serve a term on the committee coexistent with such
member's term on the Board of Directors. The Board of Directors,
subject to the provisions of subsections (a) or (b) of this Bylaw
may at any time increase or decrease the number of members of a
committee or terminate the existence of a committee. The
membership of a committee member shall terminate on the date of
his death or voluntary resignation from the committee or from the
Board of Directors. The Board of Directors may at any time for
any reason remove any individual committee member and the Board of
Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the
committee. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee,
and, in addition, in the absence or disqualification of any member
of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not
<PAGE 10>
he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
(d) Meetings. Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other
committee appointed pursuant to this Section 25 shall be held at
such times and places as are determined by the Board of Directors,
or by any such committee, and when notice thereof has been given
to each member of such committee, no further notice of such
regular meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has been
determined from time to time by such committee, and may be called
by any director who is a member of such committee, upon written
notice to the members of such committee of the time and place of
such special meeting given in the manner provided for the giving
of written notice to members of the Board of Directors of the time
and place of special meetings of the Board of Directors. Notice
of any special meeting of any committee may be waived in writing
at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends
such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. A
majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the
act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.
Section 26. Organization. At every meeting of the
directors, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the President, or if
the President is absent, the most senior Vice President, or, in
the absence of any such officer, a chairman of the meeting chosen
by a majority of the directors present, shall preside over the
meeting. The Secretary, or in his absence, an Assistant
Secretary directed to do so by the President, shall act as
secretary of the meeting.
ARTICLE V
OFFICERS
Section 27. Officers Designated. The officers of the
corporation shall include, if and when designated by the Board of
Directors, the Chairman of the Board of Directors, the Chief
Executive Officer, the President, one or more Vice Presidents, the
Secretary, the Chief Financial Officer, the Treasurer, the
Controller, all of whom shall be elected at the annual
organizational meeting of the Board of Direction. The Board of
Directors may also appoint one or more Assistant Secretaries,
Assistant Treasurers, Assistant Controllers and such other
officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional
titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited
therefrom by law. The salaries and other compensation of the
officers of the corporation shall be fixed by or in the manner
designated by the Board of Directors.
<PAGE 11>
Section 28. Tenure and Duties of Officers.
(a) General. All officers shall hold office at the pleasure
of the Board of Directors and until their successors shall have
been duly elected and qualified, unless sooner removed. Any
officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
(b) Duties of Chairman of the Board of Directors. The
Chairman of the Board of Directors, when present, shall preside at
all meetings of the stockholders and the Board of Directors. The
Chairman of the Board of Directors shall perform other duties
commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors shall
designate from time to time. If there is no President, then the
Chairman of the Board of Directors shall also serve as the Chief
Executive Officer of the corporation and shall have the powers and
duties prescribed in paragraph (c) of this Section 28.
(c) Duties of President. The President shall preside at all
meetings of the stockholders and at all meetings of the Board of
Directors, unless the Chairman of the Board of Directors has been
appointed and is present. Unless some other officer has been
elected Chief Executive Officer of the corporation, the President
shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of
the corporation. The President shall perform other duties
commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors shall
designate from time to time.
(d) Duties of Vice Presidents. The Vice Presidents may
assume and perform the duties of the President in the absence or
disability of the President or whenever the office of President is
vacant. The Vice Presidents shall perform other duties commonly
incident to their office and shall also perform such other duties
and have such other powers as the Board of Directors or the
President shall designate from time to time.
(e) Duties of Secretary. The Secretary shall attend all
meetings of the stockholders and of the Board of Directors and
shall record all acts and proceedings thereof in the minute book
of the corporation. The Secretary shall give notice in conformity
with these Bylaws of all meetings of the stockholders and of all
meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties
given him in these Bylaws and other duties commonly incident to
his office and shall also perform such other duties and have such
other powers as the Board of Directors shall designate from time
to time. The President may direct any Assistant Secretary to
assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall
perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to
time.
<PAGE 12>
(f) Duties of Chief Financial Officer. The Chief Financial
Officer shall keep or cause to be kept the books of account of the
corporation in a thorough and proper manner and shall render
statements of the financial affairs of the corporation in such
form and as often as required by the Board of Directors or the
President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and
securities of the corporation. The Chief Financial Officer shall
perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to
time. The President may direct the Treasurer or any Assistant
Treasurer, or the Controller or any Assistant Controller to assume
and perform the duties of the Chief Financial Officer in the
absence or disability of the Chief Financial Officer, and each
Treasurer and Assistant Treasurer and each Controller and
Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have
such other powers as the Board of Directors or the President shall
designate from time to time.
Section 29. Delegation of Authority. The Board of
Directors may from time to time delegate the powers or duties of
any officer to any other officer or agent, notwithstanding any
provision hereof.
Section 30. Resignations. Any officer may resign at any
time by giving written notice to the Board of Directors or to the
President or to the Secretary. Any such resignation shall be
effective when received by the person or persons to whom such
notice is given, unless a later time is specified therein, in
which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the
rights, if any, of the corporation under any contract with the
resigning officer.
Section 31. Removal. Any officer may be removed from
office at any time, either with or without cause, by the
affirmative vote of a majority of the directors in office at the
time, or by the unanimous written consent of the directors in
office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of
Directors.
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
Section 32. Execution of Corporate Instrument. The Board
of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or
persons, to execute on behalf of the corporation any corporate
instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts
on behalf of the corporation, except where otherwise provided by
law or these Bylaws, and such execution or signature shall be
binding upon the corporation.
Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, promissory notes, deeds of
trust, mortgages and other evidences of indebtedness of the
<PAGE 13>
corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by
the Chairman of the Board of Directors, or the President or any
Vice President, and by the Secretary or Treasurer or any Assistant
Secretary or Assistant Treasurer. All other instruments and
documents requiting the corporate signature, but not requiring the
corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.
All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation or in special accounts of
the corporation shall be signed by such person .or persons as the
Board of Directors shall authorize so to do.
Unless authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent or
employee shall have any power or authority to bind the corporation
by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.
Section 33. Voting of Securities Owned by the
Corporation. All stock and other securities of other corporations
owned or held by the corporation for itself, or for other parties
in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the
Chief Executive Officer, the President, or any Vice President.
ARTICLE VII
SHARES OF STOCK
Section 34. Form and Execution of Certificates.
Certificates for the shares of stock of the corporation shall be
in such form as is consistent with the Articles of Incorporation
and applicable law. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or
the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation.
Any or all of the signatures on the certificate may be facsimiles.
In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same
effect as if he were such officer, transfer agent, or registrar at
the date of issue. Each certificate shall state upon the face or
back thereof, in full or in summary, all of the powers,
designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall,
except as otherwise required by law, set forth on the face or back
a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations,
preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences
and/or rights. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to
the registered owner thereof a written notice containing the
information required to be
<PAGE 14>
set forth or stated on certificates pursuant to this section or
otherwise required by law or with respect to this section a
statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of
each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Except as otherwise expressly provided by law, the rights and
obligations of the holders of certificates representing stock of
the same class and series shall be identical.
Section 35. Lost Certificates. A new certificate or
certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have
been lost, stolen, or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a
condition precedent to the issuance of a new certificate or
certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require or to give
the corporation a surety bond in such form and amount 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, stolen, or destroyed.
Section 36. Transfers.
(a) Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders
thereof, in person or by attorney duly authorized, and upon the
surrender of a properly endorsed certificate or certificates for a
like number of shares.
(b) The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one
or more classes of stock of the corporation to restrict the
transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited by
the General Corporation Law of Nevada.
Section 37. Fixing Record Dates.
(a) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors
may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
(b) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose
<PAGE 15>
of any other lawful action, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior
to such action. If no record date is filed, the record date for
determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 38. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such
share 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 VIII
OTHER SECURITIES OF THE CORPORATION
Section 39. Execution of Other Securities. All bonds,
debentures and other corporate securities of the corporation,
other than stock certificates (covered in Section 34), may be
signed by the Chairman of the Board of Directors, the President or
any Vice President, or such other person as may be authorized by
the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an Assistant Secretary, or the Chief
Financial Officer or Treasurer or an Assistant Treasurer;
provided, however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature,
or where permissible facsimile signature, of a trustee under an
indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture
or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any
such bond, debenture or other corporate security, authenticated by
a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may
be authorized by the Board of Directors, or bear imprinted thereon
the facsimile signature of such person. In case any officer who
shall have signed or attested any bond, debenture or other
corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be
such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such
bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the
person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the
corporation.
<PAGE 16>
ARTICLE IX
DIVIDENDS
Section 40. Declaration of Dividends. 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 pursuant to law at any regular or special
meeting. 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 41. Dividend Reserve. 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 Board
of 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 or maintaining any
property of the corporation, or for such other purpose as the
Board of Directors shall think conducive to the interests of the
corporation, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
ARTICLE X
FISCAL YEAR
Section 42. Fiscal Year. The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.
ARTICLE XI
INDEMNIFICATION
Section 43. Indemnification of Directors, Executive
Officers, Other Officers, Employees and Other Agents.
(a) Directors Officers. The corporation shall indemnify its
directors and officers to the fullest extent not prohibited by the
Nevada General Corporation Law; provided, however, that the
corporation may modify the extent of such indemnification by
individual contracts with its directors and officers; and,
provided, further, that the corporation shall not be required to
indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless (i)
such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested
in the corporation under the Nevada General Corporation Law or
(iv) such indemnification is required to be made under subsection
(d).
(b) Employees and Other Agents. The corporation shall have
power to indemnify its employees and other agents as set forth in
the Nevada General Corporation Law.
<PAGE 17>
(c) Expense. The corporation shall advance to any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he 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 executive officer of another
corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay
said mounts if it should be determined ultimately that such person
is not entitled to be indemnified under this Bylaw or otherwise.
Notwithstanding the foregoing, unless otherwise determined
pursuant to paragraph (e) of this Bylaw, no advance shall be made
by the corporation to an officer of the corporation (except by
reason of the fact that such officer is or was a director of the
corporation in which event this paragraph shall not apply) in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably
and promptly made (i) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts
known to the decision-making party at the time such determination
is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe
to be in or not opposed to the best interests of the corporation.
(d) Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to
directors and officers under this Bylaw shall be deemed to be
contractual rights and be effective to the same extent and as if
provided for in a contract between the corporation and the
director or officer. Any right to indemnification or advances
granted by this Bylaw to a director or officer shall be
enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or
(ii) no disposition of such claim is made within ninety (90) days
of request therefor. The claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also
the expense of prosecuting his claim. In connection with any
claim for indemnification, the corporation shall be entitled to
raise as a defense to any such action that the claimant has not
met the standard of conduct that make it permissible under the
Nevada General Corporation Law for the corporation to indemnify
the claimant for the amount claimed. In connection with any claim
by an officer of the corporation (except in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such officer is or was a
director of the corporation) for advances, the corporation shall
be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a
manner that such person did not believe to be in or not opposed in
the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth
in the Nevada General Corporation Law, nor an actual
determination by the corporation (including its
<PAGE 18>
Board of Directors, independent legal counsel or its stockholders)
that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that
claimant has not met the applicable standard of conduct. In any
suit brought by a director or officer to enforce a right to
indemnification or to an advancement of expenses hereunder, the
burden of proving that the director or officer is not entitled to
be indemnified, or to such advancement of expenses, under this
Article XI or otherwise shall be on the corporation.
(e) Non-Exclusivity of Rights. The rights conferred on any
person by this Bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another
capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited
by the Nevada General Corporation Law.
(f) Survival of Rights. The rights conferred on any person
by this Bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
(g) Insurance. To the fullest extent permitted by the
Nevada General Corporation Law, the corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this
Bylaw.
(h) Amendments. Any repeal or modification of this Bylaw
shall only be prospective and shall not affect the rights under
this Bylaw in effect at the time of the alleged occurrence of any
action or omission to act that is the cause of any proceeding
against any agent of the corporation.
(i) Saving Clause. If this Bylaw or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify
each director and officer to the full extent not prohibited by
any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
(j) Certain Definitions. For the purposes of this Bylaw,
the following definitions shall apply:
(i) The term "proceeding" shall be broadly construed
and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
(ii) The term "expenses" shall be broadly construed and
shall include, without limitation, court costs, attorneys'
fees, witness fees, fines, amounts paid in settlement or
judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.
<PAGE 19>
(iii) The term the "corporation" shall include, in
addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as
a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the
provisions of this Bylaw with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(iv) References to a "director," "executive officer,"
"officer," "employee," or "agent" of the corporation shall
include, without limitation, situations where such person is
serving at the request of the corporation as, respectively, a
director, executive officer, officer, employee, trustee or
agent of another corporation, partnership, joint venture,
trust or other enterprise.
(v) References to "other enterprises" shall include
employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this Bylaw.
ARTICLE XII
NOTICES
Section 44. Notices.
(a) Notice to Stockholders. Whenever, under any provisions
of these Bylaws, notice is required to be given to any
stockholder, it shall be given in writing, timely and duly
deposited in the United States mail, postage prepaid, and
addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.
(b) Notice to directors. Any notice required to be given to
any director may be given by the method stated in subsection (a),
or by facsimile, telex or telegram, except that such notice other
than one which is delivered personally shall be sent to such
address as such director shall have filed in writing with the
Secretary, or, in the absence of such filing, to the last known
post office address of such director.
<PAGE 20>
(c) Affidavit of Mailing. An affidavit of mailing, executed
by a duly authorized and competent employee of the corporation or
its transfer agent appointed with respect to the class of stock
affected, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or
directors, to whom any such notice or notices was or were given,
and the time and method of giving the same, shall in the absence
of fraud, be prima facie evidence of the facts therein contained.
(d) Time Notices Deemed Given. All notices given by mail,
as above provided, shall be deemed to have been given as at the
time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending time
recorded at time of transmission.
(e) Methods of Notice. It shall not be necessary that the
same method of giving notice be employed in respect of all
directors, but one permissible method may be employed in respect
of any one or more, and any other permissible method or methods
may be employed in respect of any other or others.
(f) Failure to Receive Notice. The period or limitation of
time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act,
or within which any director may exercise any power or right, or
enjoy any privilege, pursuant to any notice sent him ill the
manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to
receive such notice.
(g) Notice to Person with Whom Communication Is Unlawful.
Whenever notice is required to be given, under any provision of
law or of the Articles of Incorporation or Bylaws of the
corporation, to any person with whom communication is unlawful,
the giving of such notice to such person shall not be require and
there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have
the same force and effect as if such notice had been duly given.
In the event that the action taken by the corporation is such as
to require the filing of a certificate under any provision of the
Nevada General Corporation Law, the certificate shall state, if
such is the fact and if notice is required, that notice was given
to all persons entitled to receive notice except such persons with
whom communication is unlawful.
(h) Notice to Person with Undeliverable Address. Whenever
notice is required to be given, under any provision of law or the
Articles of Incorporation or Bylaws of the corporation, to any
stockholder to whom (i) notice of two consecutive annual meetings,
and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between
such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or
interest on securities during a twelve-month period, have been
mailed addressed to such person at his address as shown on the
records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice
to such person shall have the same force and effect as if such
notice had been duly given. If any such person shall deliver to
the corporation a written notice setting forth his then current
address, the requirement that notice be given to such
<PAGE 21>
person shall be reinstated. In the event that the action taken by
the corporation is such as to require the filing of a certificate
under any provision of the Nevada General Corporation Law, the
certificate need not state that notice was not given to persons to
whom notice was not required to be given pursuant to this
paragraph.
ARTICLE XII
AMENDMENTS
Section 45. Amendments.
The Board of Directors shall have the power to adopt, amend,
or repeal Bylaws as set forth in the Articles of Incorporation.
ARTICLE XIV
LOANS TO OFFICERS
Section 46. Loans to Officers. The corporation may lend
money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the corporation or of its
subsidiaries, including any officer or employee who is a Director
of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may
reasonably be expected to benefit the corporation. The loan,
guarantee or other assistance may be with or without interest and
may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing in these Bylaws
shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any statute.
Declared as the By-Laws of BRADEN TECHNOLOGIES INC. as of the
18TH day of February, 1999.
Signature of Officer: /s/ Peter Bell
Name of Officer: Peter William Bell
Position of Officer: President, Secretary,
Treasurer and Director
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT is dated for reference the 18th day of
February, 1999.
BETWEEN: MIRANDA INDUSTRIES INC.
Suite 505 - 1155 Robson Street
Vancouver, B.C.
V6E 1B5
(the "Optionor") OF THE FIRST PART
AND: BRADEN TECHNOLOGIES INC.
Suite 1880, Royal Centre
1055 West Georgia Street
Vancouver, B.C.
V6E 3P3
("Braden") OF SECOND PART
WHEREAS the Optionor holds the option to acquire an undivided
100% right, title and interest in and to certain mineral claims
under the Underlying Agreement as hereinafter defined;
AND WHEREAS Braden is desirous of acquiring a 50% right, title
and interest in and to the Property as hereinafter defined on
the terms and conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. DEFINITIONS
1.01 In this Agreement:
(a) "Exploration and Development" means any and
all activities comprising or undertaken in
connection with the exploration and
development of the Property, the construction
of a mine and mining facilities on or in
proximity to the Property and placing the
Property into commercial production;
(b) "Property" means and includes:
(i) the mining claims more particularly
described in Schedule AA attached
hereto and forming part hereof; and
(ii) all rights and appurtenances
pertaining to the mining claims more
particularly described in Schedule AA
including all water and water rights,
rights of way, and easements, both
recorded and unrecorded, to which the
Optionor is entitled in respect thereof;
<PAGE 2>
(c) "Property Acquisition Costs" means and
includes all cash payments due to Rice under
the terms of the Underlying Agreement. In
such cases where common stock of Miranda
Industries Inc. ("Miranda") (the "Shares")
is to be issued to Rice under the terms of
the Underlying Agreement, Braden shall pay to
Miranda a sum equal to the average closing
price of Miranda common stock for the 15 full
trading days immediately preceding the date
of the event that triggers the requirement
for the issuance of Shares under the
Underlying Agreement.
(d) "Property Expenditures" means all reasonable
and necessary monies expended on or in
connection with Exploration and Development
as determined in accordance with generally
accepted accounting principles including,
without limiting the generality of the
foregoing:
(i) the cost of entering upon, surveying,
prospecting and drilling on the
Property;
(ii) the cost of any geophysical,
geochemical and geological surveys
relating to the Property;
(iii)all filing and other fees and charges
necessary or advisable to keep the
Property or any part or parts thereof
in good standing with any regulatory
authorities having jurisdiction;
(iv) all rentals, royalties, taxes
(exclusive of all income taxes and
mining taxes based on income and
which are or may be assessed against
any of the parties hereto) and any
assessments whatsoever, whether the
same constitute charges on the
Property or arise as a result of the
operation thereon;
(v) the cost, including rent and finance
charges, of all buildings, machinery,
tools, appliances and equipment and
related capital items that may be
erected, installed and used from
time to time in connection with
Exploration and Development;
(vi) the cost of construction and
maintenance of camps required for
Exploration and Development;
(vii)the cost of transporting persons,
supplies, machinery and equipment in
connection with Exploration and
Development;
(viii)all wages and salaries (including
fringe benefits as are usually paid
in Canadian mineral exploration
business) of persons engaged in
Exploration and Development and
any assessments or levies made under
the authority of any regulatory body
having jurisdiction with respect to
such persons or supplying food,
lodging and other reasonable needs
for such persons;
<PAGE 3>
(ix) all costs of consulting and other
engineering services including report
preparation;
(x) the cost of compliance with all
statutes, orders and regulations
respecting environmental reclamation,
restoration and other like work
required as a result of conducting
Exploration and Development; and
(xi) all costs of searching for, digging,
working, sampling, transporting,
mining and procuring diamonds, other
minerals, ores, and metals from and
out of the Property;
(e) "Underlying Agreement" means that certain
agreement with respect to the Property dated
February 12, 1997 between John Rice ("Rice")
and Miranda Industries Inc. and attached hereto
as Schedule BB.
2. ACQUISITION OF INTEREST
2.01 The Optionor hereby grants to Braden the exclusive
right and option to acquire an undivided 50% right, title and
interest in and to the Property for total consideration
consisting of cash payments to the Optionor totalling $1000 and
the incurrence of Property Expenditures totalling $250,000 to be
made as follows:
(a) upon execution of this Agreement, the payment
to the Optionor of the sum of $1000;
(b) by February 28, 2000 the incurrence of
Property Expenditures in the amount of $10,000;
(c) by February 28, 2002, the incurrence of
Property Expenditures in the cumulative
amount of $250,000.
2.02 Braden shall pay all Property Acquisition Costs until
Braden has earned an undivided 50% right, title and interest in
and to the Property pursuant to paragraph 2.01.
2.03 The Optionor shall be the operator with respect to
the incurrence of Property Expenditures pursuant to
subparagraphs 2.01(b) and (c). The Optionor agrees to conduct
its operatorship of the Property in a diligent and workmanlike
fashion at a cost no greater than standard industry rates.
2.04 Upon making the cash payments, Property Maintenance
Costs, and Property Expenditures as specified in paragraph 2.01,
Braden shall have acquired an undivided 50% right, title and
interest in and to the Property.
2.05 This Agreement is an option only and the doing of
any act or the making of any payment by Braden shall not
obligate Braden to do any further acts or make any further
payments.
2.06 Braden recognises that this agreement is subject
to an Underlying Agreement whereby the Optionor has the
option to acquire its 100% interest in the Property.
Braden hereby agrees that this Agreement is subject to the
terms of the Underlying Agreement and Braden hereby agrees to
be bound by
<PAGE 4>
the terms of the Underlying Agreement, insofar as it is
applicable.
3. TRANSFER OF TITLE
3.01 Upon execution of this Agreement, Braden shall
be entitled to record this Agreement against title to the
Property.
3.02 Upon completion by Braden of the Property
Expenditures referred to in subparagraph 2.01 (c), the
Optionor shall deliver to Braden a duly executed Quitclaim
Deed for the transfer of an undivided 50% interest in
and to the Property to Braden.
4. JOINT VENTURE
4.01 Upon Braden acquiring an interest in the
Property pursuant to paragraph 2.01, the Optionor and Braden
agree to join and participate in a single purpose joint
venture ( the " Joint Venture") for the purpose of further
exploring and developing and, if economically and politically
feasible, constructing and operating a mine on the Property.
The Joint Venture shall be governed by an agreement which shall
be entered into by the parties incorporating the principles
outlined in Schedule CC hereto.
5. RIGHT OF ENTRY
5.01 During the currency of this Agreement, Braden, its
servants, agents and workmen and any persons duly authorized by
Braden, shall have the right of access to and from and to enter
upon and take possession of and prospect, explore and develop
the Property in such manner as Braden in its sole discretion may
deem advisable for the purpose of incurring Property Expenditures
as contemplated by section 2, and shall have the right to remove
and ship therefrom ores, minerals, metals, or other products
recovered in any manner therefrom for testing or sampling
purposes only.
6. COVENANTS OF BRADEN
6.01 Braden covenants and agrees that:
(a) during the term of the option herein, Braden
shall keep the Property clear of all liens,
encumbrances and other charges and shall keep
the Optionor and Rice indemnified in respect
thereof;
(b) Braden shall carry on all operations on the
Property in a good and workmanlike manner and
in compliance with all applicable governmental
regulations and restrictions including but not
limited to the posting of any reclamation bonds
as may be required by any governmental
regulations or regulatory authorities;
(c) during the term of the option herein, Braden
shall pay or cause to be paid any rates, taxes,
duties, royalties, Workers' Compensation or
other assessments or fees levied with respect
to its operations thereon and in particular
Braden shall pay the yearly claim maintenance
payments necessary to maintain the claims in
good standing;
(d) Braden shall maintain books of account in
respect of its expenditures and operations
on the Property and, upon reasonable notice,
shall make such books available for
<PAGE 5>
inspection by representatives of the Optionor
or Rice;
(e) Braden shall allow any duly authorized agent or
representative of the Optionor or Rice to
inspect the Property at reasonable times and
intervals and upon reasonable notice given to
Braden, provided however, that it is agreed and
understood that any such agent or representative
shall be at his own risk in respect of, and
Braden shall not be liable for, any injury
incurred while on the Property, howsoever
caused;
(f) Braden shall allow the Optionor or Rice access
at reasonable times to all maps, reports,
sample results and other technical data
prepared or obtained by Braden in connection
with its operations on the Property;
(g) Braden shall indemnify and save the Optionor
and Rice harmless of and from any and all
costs, claims, loss and damages whatsoever
incidental to or arising out of any work or
operations carried out by or on behalf of Braden
on the Property, including any liability of an
environmental nature.
7. REPRESENTATIONS AND WARRANTIES
7.01 The Optionor hereby represents and warrants that:
(a) the Underlying Agreement is in good standing;
(b) it has not done anything whereby the mineral
claims comprising the Property may be in any
way encumbered, other than by the Underlying
Agreement;
(c) it has full corporate power and authority to
enter into this Agreement and the entering into
of this Agreement does not conflict with any
applicable laws or with its charter documents
or any contract or other commitment to which it
is party; and
(d) the execution of this Agreement and the
performance of its terms have been duly
authorized by all necessary corporate actions
including the resolution of its Board of
Directors.
7.02 Braden hereby represents and warrants that:
(a) it has full corporate power and authority to
enter into this Agreement and the entering
into of this Agreement does not conflict with
any applicable laws or with its charter
documents or any contract or other commitment
to which it is party; and
(b) the execution of this Agreement and the
performance of its terms have been duly
authorized by all necessary corporate actions
including the resolution of its Board of
Directors.
8. ASSIGNMENT
8.01 With the consent of the other party, which consent
shall not be unreasonably withheld, Braden, the Optionor and
Rice each has the right to assign all or any part of its interest
in this Agreement and or in the Property, subject to the terms
and conditions of this Agreement. It shall be a condition
<PAGE 6>
precedent to any such assignment that the assignee of the
interest being transferred agrees to be bound by the terms of
this Agreement, insofar as they are applicable.
9. CONFIDENTIALITY OF INFORMATION
9.01 The parties to this Agreement (the "Parties") shall
treat all data, reports, records and other information of any
nature whatsoever relating to this Agreement and the Property
as confidential, except where such information must be
disclosed for public disclosure requirements of a public
company.
10. TERMINATION
10.01 Until such time as Braden has acquired an
undivided 50% interest in the Property pursuant to section 2,
this Agreement shall terminate upon any of the following events:
(a) upon the failure of Braden to make a payment
or incur Property Expenditures required by
and within the time limits prescribed by
paragraph 2.01;
(b) in the event that Braden, not being at the
time in default under any provision of this
Agreement, gives 30 day's written notice to
the Optionor of the termination of this
Agreement;
(c) in the event that Braden shall fail to comply
with any of its obligations hereunder, other
than the obligations contained in paragraph
2.01, and subject to paragraph 11.01, and
within 30 days of receipt by Braden of
written notice from the Optionor of such
default, Braden has not:
(i) cured such default, or commenced
proceedings to cure such default and
prosecuted same to completion without
undue delay; or
(ii) given the Optionor notice that it
denies that such default has occurred.
In the event that Braden gives notice that it denies that a
default has occurred, Braden shall not be deemed in default
until the matter shall have been determined finally through
such means of dispute resolution as such matter has been
subjected to by either party.
10.02 Upon termination of this Agreement under
paragraph 10.01, Braden shall:
(a) transfer its interest in title to the Property,
in good standing to the Optionor free and
clear of all liens, charges, and encumbrances;
(b) turn over to the Optionor copies of all maps,
reports, sample results, contracts and other
data and documentation in the possession of
Braden or, to the extent within Braden's
control, in the possession of its agents,
employees or independent contractors, in
connection with its operations on the
Property; and
(c) ensure that the Property is in a safe
condition and complies with all environmental
and safety standards imposed by any duly
authorized regulatory authority.
10.03 Upon the termination of this Agreement under
paragraph 10.01, Braden shall cease to be liable to the
Optionor in debt, damages or otherwise save for the performance
of those of its obligations
<PAGE 7>
which theretofore should have been performed, including those
obligations in paragraph 10.02.
10.04 Upon termination of this Agreement, Braden shall
vacate the Property within a reasonable time after such
termination, but shall have the right of access to the
Property for a period of six months thereafter for the purpose
of removing its chattels, machinery, equipment and fixtures.
11 FORCE MAJEURE
11.01 The time for performance of any act or making any
payment or any expenditure required under this Agreement shall
be extended by the period of any delay or inability to perform
due to fire, strikes, labour disturbances, riots, civil
commotion, wars, acts of God, any present or future law or
governmental regulation, any shortages of labour, equipment or
materials, or any other cause not reasonably within the control
of the party in default, other than lack of finances.
12. REGULATORY APPROVAL
12.01 If this Agreement is subject to the prior approval
of any securities regulatory bodies, then the Parties shall use
their best efforts to obtain such regulatory approvals.
13 NOTICES
13.01 Any notice, election, consent or other writing
required or permitted to be given hereunder shall be deemed
to be sufficiently given if delivered or mailed postage
prepaid or if given by telegram, telex or telecopier,
addressed as follows:
In the case of the Optionor: Miranda Industries Inc.
Suite 505 - 1155 Robson St.
Vancouver, B.C.
V6E 1B5
Telecopier: (604) 689-1722
In the case of Braden : Braden Technologies Inc.
Suite 1880 Royal Centre
1055 West Georgia Street
Vancouver, B.C.
V6E 3P3
Telecopier: (604) 687-6650
and any such notice given as aforesaid shall be deemed to have
been given to the parties hereto if delivered, when delivered,
or if mailed, on the third business day following the date of
mailing, or, if telegraphed, telexed or telecopied, on the same
day as the telegraphing, telexing or telecopying thereof
PROVIDED HOWEVER that during the period of any postal
interruption in Canada any notice given hereunder by mail shall
be deemed to have been given only as of the date of actual
delivery of the same. Any party may from time to time by notice
in writing change its address for the purposes of this
paragraph 13.01.
<PAGE 8>
14 GENERAL TERMS AND CONDITIONS
14.01 The parties hereto hereby covenant and agree that
they will execute such further agreements, conveyances and
assurances as may be requisite, or which counsel for the parties
may deem necessary to effectually carry out the intent of this
Agreement.
14.02 This Agreement shall constitute the entire agreement
between the parties with respect to the Property. No
representations or inducements have been made save as herein set
forth. No changes, alterations or modifications of this
Agreement shall be binding upon either party until and unless a
memorandum in writing to such effect shall have been signed by
all parties hereto. This Agreement shall supersede all previous
written, oral or implied understandings between the parties with
respect to the matters covered hereby.
14.03 Time shall be of the essence of this Agreement.
14.04 The titles to the sections in this Agreement shall
not be deemed to form part of this Agreement but shall be
regarded as having been used for convenience of reference only.
14.05 Unless otherwise noted, all currency references
contained in this Agreement shall be deemed to be references to
United States funds.
14.06 Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision
shall be prohibited by or be invalid under applicable law,
such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
14.07 The Schedules to this Agreement shall be construed
with and as an integral part of this Agreement to the same
extent as if they were set forth verbatim herein. Defined
terms contained in this Agreement shall have the same meanings
where used in the Schedules.
14.08 This Agreement shall be governed by and
interpreted in accordance with the laws of British Columbia
and the laws of Canada applicable therein.
14.09 This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
<PAGE 9>
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written.
THE COMMON SEAL OF MIRANDA
INDUSTRIES INC. was hereunto affixed C/S
in the presence of:
/S/ Dennis Higgs
THE COMMON SEAL OF BRADEN C/S
TECHNOLOGIES INC. was hereunto affixed
in the presence of:
/S/ Peter Bell
<PAGE 10>
SCHEDULE "AA"
PROPERTY DESCRIPTION
List of Secret Basin Claims
Claim Name NMC #
Basin 1 769652
Basin 2 769653
Basin 3 769654
Basin 4 769655
Basin 5 769656
Basin 6 769657
Basin 7 769658
Basin 8 769659
Basin 9 769660
Basin 10 769661
Basin 11 769662
Basin 12 769663
Basin 13 769664
Basin 14 769665
Basin 15 769666
Basin 16 769667
Basin 17 769668
Basin 18 769669
Basin 19 769670
Basin 20 769671
Basin 21 769672
Basin 22 769673
Basin 23 769674
Basin 24 769675
Basin 25 796398
Basin 26 796399
Basin 27 796400
Basin 28 796401
Basin 29 796402
Basin 30 796403
Basin 31 796404
Basin 32 796405
Basin 33 769684
Basin 34 769685
Basin 35 769686
Basin 36 769687
Basin 37 769688
<PAGE 11>
SCHEDULE "BB"
ATTACHMENT: AGREEMENT DATED
FEBRUARY 12, 1997, BETWEEN JOHN RICE
AND MIRANDA INDUSTRIES INC.and/or
MIRANDA U.S.A. INC.
<PAGE 12>
SCHEDULE "CC"
PRINCIPLES TO BE INCORPORATED IN
JOINT VENTURE AGREEMENT
1. The initial beneficial interest of the parties (the
"Joint Venturers") in the Joint Venture, including the
mineral claims comprising the property, any mining leases,
surface rights, building, equipment, plant, installations,
infrastructure, housing, airport and all other facilities,
rights and interests shall be Braden as to 50% and the
Optionor as to 50%. The deemed contribution of each party
to the Joint Venture shall be $250,000.
2. Upon the formation of the Joint Venture, a Management
Committee consisting of a representative of each Joint
Venturer shall be formed to manage the activities of the
Operator on the Claim or in relation thereto, including but
not limited to production decisions and considering and
approving all work programs.
3. Each Joint Venturer's representative to the Management
Committee shall be entitled to cast that number of votes
which is equal in number to the percentage beneficial
interest in the Joint Venture held by the respective Joint
Venturer in accordance with this Schedule CC. All
decisions and approvals shall be made by a simple majority
of the votes cast. Notwithstanding the foregoing, if a
Joint Venturer at any time fails to contribute, pro rata
according to its beneficial interest in the Joint Venture,
to any annual work program other than one to which it has
elected not to contribute pursuant to paragraph 6 of this
Schedule CC, the Management Committee shall immediately be
deemed to be and shall be composed only of the
representative of the other Joint Venturers.
4. The initial Operator of the Joint Venture shall be Braden
unless and until such time as Braden's beneficial interest
in the Joint Venture is reduced below 50%, at which point the
Management Committee shall appoint an Operator. The Operator
shall report to and take instructions from the Management
Committee.
5. After formation of the Joint Venture, unless a Joint
Venturer has elected not to participate or has elected to
participate to a lesser extent than its then existing
beneficial interest in a program pursuant to paragraph 6
of this Schedule CC, each Joint Venturer shall participate
in funding future Property Costs in proportion to its
respective beneficial interest in the Joint Venture. A
Joint Venturer may elect to participate in a program to a
lesser extent than its then existing respective beneficial
interest in the Joint Venture. For the purposes of this
Schedule CC, "Property Costs" shall mean all funds required
following formation of the Joint Venture to acquire, explore
for, develop, build, operate and maintain an efficient mine
on the Claim as called for by the Operator in accordance
with the directives of the Management Committee of the
Joint Venture.
6. The Operator shall submit an annual work program to the
Management Committee for approval. If the Operator fails to
submit such a program, the Non-Operator may submit such a
program. Before a production decision is made with respect
to the Property, a Joint Venturer may elect not to
participate or to participate to a lesser extent than its
then existing beneficial interest in any annual work program
before costs have been incurred thereunder, in which event
the provisions of paragraphs 7 and 8 of this Schedule CC
shall govern. The election of any party to participate
must be made within 30 days of the
<PAGE 13>
submission of an annual work program and budget, failing
which such party shall be deemed to have elected not to
participate in such program.
7. If the Joint Venturer elects not to participate or to
participate to a lesser extent than its then existing
beneficial interest in any annual work program pursuant to
paragraph 6 of this Schedule CC, that Joint Venturer's
beneficial interest in the Joint Venture shall be reduced
while that of the other Joint Venturer is increased so that,
subject to paragraph 9 and 10 of this Schedule CC, the
beneficial interest of each Joint Venturer shall be at all
times proportionate to the sum of the total Property Costs
of both Joint Venturers.
8. If a Joint Venturer elects not to participate or to
participate to a lesser extent than its then existing
beneficial interest in any annual work program pursuant to
paragraph 6 of this Schedule CC, and provided that its
beneficial interest has not been reduced below 5%, that
Joint Venturer may elect to participate in the funding of
future Property Costs, commencing with the next annual work
program, to the extent of its then existing beneficial
interest in the Joint Venture.
9. If the beneficial interest of a Joint Venturer (the
"Diluted Venturer") is reduced below 5%, the Diluted
Venturer shall be deemed to have assigned and conveyed its
beneficial and legal interest in the Joint Venture to the
other Joint Venturer and shall be entitled thereafter, in
lieu of a Joint Venture interest, to a royalty from the
Property equivalent to 2% of net smelter returns. The
Property shall be immediately transferred into the other
Joint Venturer's name alone and the Joint Venture Agreement
shall thereby be terminated subject to any then outstanding
liabilities between the parties.
10. If a Joint Venturer (the "Non-Contributing Venturer") at
any time fails to contribute, pro rata according to its
beneficial interest in the Joint Venture, to any annual
work program other than one to which it has elected not
to contribute pursuant to paragraph 6 of this Schedule CC,
the Non-Contributing Venturer shall be deemed to have
assigned and conveyed its beneficial and legal interest
in the Joint Venture to the other Joint Venturer and shall
be entitled thereafter, in lieu of a Joint Venture interest
to a royalty from the Property equivalent to 2 % of net
smelter returns. The Property shall be immediately
transferred into the other Joint Venturers name alone and
the Joint Venture Agreement shall be terminated subject to
any then outstanding liabilities between the parties.
11. Each Joint Venturer shall provide to the other all reports,
maps, logs or other data whatsoever relating to the
Property in their possession or otherwise under their
control.
12. Any dispute arising under this agreement shall be
forthwith submitted to a single arbitrator in accordance
with the provisions of the Commercial Arbitration Act
(British Columbia).
AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of February,
1997.
BETWEEN: JOHN RICE
P.O. Box 20074
Reno, Nevada
89515
(the "Vendor") OF THE FIRST PART
AND: MIRANDA INDUSTRIES INC.
and /or MIRANDA U.S.A. INC.
Suite 505 - 1155 Robson Street
Vancouver, B.C.
V6E 1B5
("Miranda") OF THE SECOND PART
WHEREAS the Vendor has identified a mineral prospect suitable
for staking which the parties have agreed will be staked in the
name of Miranda on the terms and conditions contained in this
Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and the mutual convenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. DEFINITIONS
1.01 In this Agreement:
(a) "Exchange" means Vancouver Stock Exchange
(b) "Property" means and includes:
(i) those mining claims to be staked in the
name of Miranda which, once staked, will
be described in a Schedule A and
appended to this agreement;
(ii) all rights and appurtenances pertaining
to the mining claims including all water
and water rights, rights of way, and
easements, both recorded and unrecorded,
to which Miranda is entitled in respect
thereof;
(c) "Grade-Thickness" in feet-ounces/ton means the
result of multiplying a drill hole intercept
length, measured in feet, by the grade of the
gold values in the intercept, measured in
ounces/ton. For clarity, a Grade-Thickness
of 4 feet-ounces/ton could be a drill
hole intercept of 100 feet multiplied by a
grade of 0.04 ounces gold per ton.
2. ACQUISITION OF INTEREST
2.01 The Vendor hereby grants to Miranda an undivided
100% right, title and interest in and to the Property for total
consideration consisting of the staking of the Property, cash
payments to the Vendor totalling $5,000, and the issuance of
70,000 common shares of Miranda Industries Inc. ("MAD") to be
made as follows:
<PAGE 2>
(a) $5,000 and the issuance to the Vendor of
10,000 common shares of MAD upon approval of
this Agreement by the Exchange and the staking
in the name of Miranda of at least twenty mining
claims covering the prospect identified by the
Vendor and made known to Miranda, to be
described in Schedule "A" hereto;
(b) within 30 days of the date upon which Miranda
issues a news release on the results of a drill
program in which a grade-thickness of 4
feet-ounces/ton was received, the issuance to
the Vendor of 10,000 common shares of MAD;
(c) within 30 days of the date upon which Miranda
receives the final, signed version of a
positive pre-feasibility study on the
Property, prepared by an independent,
qualified party, the issuance to the Optionor
of 20,000 common shares of MAD; and
(d) within 30 days of the date upon which Miranda
receives the final, signed version of a positive
feasibility study on the Property, prepared by
an independent, qualified party, the issuance to
the Optionor of 30,000 common shares of MAD.
2.02 The share issuances provided for in subparagraphs 2.01
(b), (c) and (d) shall in each case be subject to the prior
approval of the Exchange, based on the submission of engineering
data satisfactory to the Exchange, which Miranda undertakes to
use its best efforts to file within a reasonable period of time
so as to obtain the necessary approval by earliest possible date.
Notwithstanding any other provision of this agreement, so long as
Miranda has filed the engineering data referred to herein with
the Exchange within a reasonable time after receiving same, the
time for making any cash payment or share issuance referred to in
this paragraph shall be extended, where necessary, to the day
that is five business days following the receipt by Miranda of
the necessary Exchange approval.
2.03 The Vendor acknowledges that the shares to be issued
pursuant to paragraph 2.01 will be issued pursuant to available
exemptions under the Securities Act (British Columbia), the
requirements of which may be subject to change. Miranda makes no
representation as to any resale restrictions which may be
imposed with respect to such shares from time to time.
2.04 The doing of any act or the incurrence of any share
issuances or cash payments by Miranda shall not obligate Miranda
to do any further acts or make any further share issuances or
payments.
3. TRANSFER OF TITLE
3.01 Upon execution of this Agreement, the Vendor shall
deliver to Miranda title to the claims staked in the name of
Miranda, or duly executed transfers to Miranda of a 100% interest
in and to the Property. The claims shall have been duly recorded
with all necessary government bodies so as to make the claims
fully valid and legal.
4. RIGHT OF ENTRY
4.01 During the currency of this Agreement, Miranda, its
servants, agents and workmen and any persons duly authorized by
Miranda, shall have the right of access to and from and to enter
upon and take possession of and prospect, explore and develop
the Property in such manner as Miranda in its sole discretion
may deem advisable and shall have the right to remove and ship
therefrom ores, minerals, metals, or other products recovered
in any manner therefrom.
4.02 Miranda shall be provided access to all maps, reports,
assay results and other technical data in the possession or under
the control of the Vendor with respect to the Property and shall
be entitled to take copies thereof.
<PAGE 3>
5. REPRESENTATIONS AND WARRANTIES
5.01 The Vendor hereby represents and warrants that:
(a) upon staking of the Property, Miranda will
be the sole and exclusive registered and
beneficial owner of the mineral claims
comprising the Property and the Vendor has
the right to enter into this Agreement to stake
the claims and assign an interest in the
Property absolutely in accordance with the
terms of this Agreement;
(b) the mineral claims comprising the Property have
been properly staked and recorded in compliance
with the laws of Nevada and there are no
disputes over the title, staking or recording
of such mineral claims;
(c) the mineral claims comprising the Property
will be in good standing and are free and
clear of any liens, charges or encumbrances
of any nature or kind whatsoever; and
(d) the Vendor has not done anything whereby the
mineral claims comprising the Property may be
in any way encumbered.
5.02 Miranda hereby represents and warrants that:
(a) Miranda has full corporate power and authority
to enter into this Agreement and the entering
into of this Agreement does not conflict with any
applicable laws or with the charter documents of
Miranda or any contract or other commitment to
which Miranda is party; and
(b) the execution of this Agreement and the
performance of its terms have been duly
authorized by all necessary corporate actions
including the resolution of the Board of
Directors of Miranda.
6. CONFIDENTIALITY OF INFORMATION
6.01 The Vendor shall treat all data, reports, records and
other information of any nature whatsoever relating to this
Agreement and the Property as confidential. While this Agreement
is in effect, the Vendor shall not, without the express written
consent of Miranda, disclose to any third party any information
concerning the Property or any operations thereon, nor shall the
Vendor buy, sell or otherwise deal in the shares of Miranda while
any material, confidential information in its possession
relating to this Agreement or the Property remains undisclosed to
the general public.
7. ASSIGNMENT
7.01 Each party has the right to assign all or any part of
its interest in this Agreement and in the Property, subject to
the terms and conditions of this Agreement. It shall be a
condition precedent to any such assignment that the assignee of
the interest being transferred agrees to be bound by the terms of
this Agreement, insofar as they are applicable. Notwithstanding
the foregoing Miranda has the unfettered right to assign the
benefit of this Agreement and its interest in the Property to its
wholly-owned U.S. subsidiary.
8. TERMINATION
8.01 This Agreement shall terminate upon the occurrence
of one of the following events:
(a) in the event that Miranda, not being at the time
in default under any provision of this
<PAGE 4>
Agreement, gives 30 days' written notice to the
Vendor of the termination of this Agreement;
(b) in the event that Miranda shall fail to comply
with any of the requirements to issue shares and
make cash payments in the amounts and within the
time limits set forth in article 2;
(c) in the event that Miranda shall fail to comply
with any of its obligations hereunder, subject to
paragraph 9.01, within 30 days of receipt by
Miranda of written notice from the Vendor of such
default, Miranda has not:
(i) cured such default, or commenced proceedings
to cure such default and prosecuted same to
completion without undue delay; or
(ii) given the Vendor notice that it denies that
such default has occurred.
In the event that Miranda gives notice that it denies that a
default has occurred, Miranda shall not be deemed in default
until the matter shall have been determined finally through such
means of dispute resolution as such matter has been subjected to
by either party.
8.02 Upon the termination of this Agreement under
paragraph 8.01, Miranda shall cease to be liable to the Vendor
in debt, damages or otherwise.
8.03 Upon termination of this Agreement under paragraph
8.01, Miranda shall vacate the Property within a reasonable time
after such termination, but shall have the right of access to
the property for a period of six months thereafter for the
purpose of removing its chattels, machinery, equipment and
fixtures.
9. FORCE MAJEURE
9.01 The time for performance of any act or making any
payment or any expenditure required under this Agreement shall be
extended by the period of any delay or inability to perform due
to fire, strikes, labour disturbances, riots, civil commotion,
wars, acts of God, any present or future law or governmental
regulation, any shortages of labour, equipment or materials, or
any other cause not reasonably within the control of the party in
default, other than lack of finances.
10. REGULATORY APPROVAL
10.01 This Agreement is subject to the prior approval of
the Exchange. Miranda shall use its best efforts to obtain such
approval as soon as reasonably possible.
11. AFTER-ACQUIRED PROPERTY
11.01 In the event that at any time hereafter either
party shall acquire any mining claim, lease, or other mineral
right or interest within a one mile radius of the outside
boundary of the Property to be described in Schedule A hereto,
such interest shall be deemed to have been acquired on behalf of
and for the benefit of the parties, pursuant to the terms of this
Agreement and such after-acquired interest as aforesaid shall be
included in and shall form a part of the definition of "Property"
contained in paragraph 1.01 and shall be subject to this
Agreement as if it had been originally so included.
12. NOTICES
12.01 Any notice, election, consent or other writing
required or permitted to be given hereunder shall be deemed to be
sufficiently given if delivered or mailed postage prepaid or if
given by
<PAGE 5>
telegram, telex or telecopier, addressed as follows:
In the case of the Vendor: John Rice
P.O. Box 20074
Reno, NV.
89515
Telecopier: (702) 856-6053
In the case of Miranda: Miranda Industries Inc.
Suite 505 - 1155 Robson Street
Vancouver, B.C.
V6E 1B5
Telecopier: (604) 689-1722
and any such notice given as aforesaid shall be deemed to have
been given to the parties hereto is delivered, when delivered, or
if mailed, on the third business day following the date of
mailing, or, if telegraphed, telexed or telecopied, on the same
day as the telegraphing, telexing or telecopying thereof PROVIDED
HOWEVER that during the period of any postal interruption in
Canada or the United States, any notice given hereunder by mail
shall be deemed to have been given only as of the date of actual
delivery of the same. Any party may from time to time by notice
in writing change its address for the purposes of this paragraph
12.01.
13. GENERAL TERMS AND CONDITIONS
13.01 The parties hereto hereby covenant and agree that
they will execute such further agreements conveyances and
assurances as may be requisite, or which counsel for the parties
may deem necessary to effectually carry out the intent of this
Agreement.
13.02 This Agreement shall constitute the entire
agreement between the parties with respect to the Property. No
representations or inducements have been made save as herein set
forth. No changes, alterations or modifications of this Agreement
shall be binding upon either party until and unless a memorandum
in writing to such effect shall have been signed by all parties
hereto. This Agreement shall supersede all previous written,
oral or implied understandings between the parties with respect
to the matters hereby.
13.03 Time shall be of the essence of this Agreement.
13.04 The titles to the sections in this Agreement shall
not be deemed to form part of this Agreement but shall be
regarded as having been used for convenience of reference only.
13.05 All currency references contained in this
Agreement shall be deemed to be references in United States
funds.
13.06 Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision shall be
prohibited by or be invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
13.07 The Schedules to this Agreement shall be construed
with and as an integral part of this
<PAGE 6>
Agreement to the same extent as if they were set forth verbatim
herein. Defined terms contained in this Agreement shall have
the same meanings where used in the Schedules.
13.08 This Agreement shall be governed by and
interpreted in accordance with the laws of British
Columbia and the laws of Canada applicable therein.
13.09 This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written.
SIGNED, SEALED and DELIVERED
by JOHN RICE in the presence of:
/s/ Jon Foruria /s/ John Rice
JOHN RICE
THE COMMON SEAL OF MIRANDA C/S
INDUSTRIES INC. was hereunto
affixed in the presence of:
/s/ Dennis Higgs
<PAGE 7>
SCHEDULE "A"
Secret Basin property covering claims in Section 35 and 36,
Township 9N Range 40E as follows:
Claim Name Location BLM NMC#
Basin 1 Sec. 36, T9N R40E 769652
Basin 2 Sec. 1, T8N R40E, Sec. 36, T8N R40E 769653
Basin 3 Sec. 36, T9N R40E 769654
Basin 4 Sec. 1, T8N R40E, Sec. 36 T8N R40E 769655
Basin 5 Sec. 36, T9N R40E 769656
Basin 6 Sec. 1, T8N R40E, Sec. 36, 8N R40E 769657
Basin 7 Sec. 36, T9N R40E 769658
Basin 8 Sec. 1, T8N R40E, Sec. 36, T8N R40E 769659
Basin 9 Sec. 36, T9N R40E 769660
Basin 10 Sec. 1, 2 T8N R40E, Sec. 36, T9N R40E 769661
Basin 11 Sec. 35, 36, T9N R40E 769662
Basin 12 Sec. 2, T8N R40E, Sec. 35, 36, T9N R40E 769663
Basin 13 Sec. 35, T9N R40E 769664
Basin 14 Sec. 2, T8N R40E, Sec. 35, T9N R40E 769665
Basin 15 Sec. 35, T9N R40E 769666
Basin 16 Sec. 2, T8N R40E, Sec. 35, T9N R40E 769667
Basin 17 Sec. 35, T9N R40E 769668
Basin 18 Sec. 35, T9N R40E 769669
Basin 19 Sec. 35, T9N R40E 769670
Basin 20 Sec. 35, T9N R40E 769671
Basin 21 Sec. 35, T9N R40E 769672
Basin 22 Sec. 35, T9N R40E 769673
Basin 23 Sec. 35, T9N R40E 769674
Basin 24 Sec. 35, T9N R40E 769675
Basin 25 Sec. 35, T9N R40E 769676
Basin 26 Sec. 35, T9N R40E 769677
Basin 27 Sec. 35, T9N R40E 769678
Basin 28 Sec. 35, T9N R40E 769679
Basin 29 Sec. 34, 35, T9N R40E 769680
Basin 30 Sec. 34, 35, T9N R40E 769681
Basin 31 Sec. 34, T9N R40E 769682
Basin 32 Sec. 34, T9N R40E 769683
Basin 33 Sec. 36, T9N R40E 769684
Basin 34 Sec. 36, T9N R40E 769685
Basin 35 Sec. 36, T9N R40E 769686
Basin 36 Sec. 35, 36, T9N R40E 769687
Basin 37 Sec. 35, T9N R40E 769688
OFFICE FACILITIES AND SERVICE CONTRACT
AGREEMENT dated for reference the 17th day of February, 1999.
BETWEEN: SENATE CAPITAL GROUP INC., a company
Incorporated under the laws of British Columbia
(hereinafter called "Senate")
OF THE FIRST PART
AND: BRADEN TECHNOLOGIES INC., a company
incorporated under the laws of the State of
Nevada
(hereinafter called "Braden")
OF THE SECOND PART
WHEREAS Senate maintains an office with reception,
secretarial services, accounting services, investor
relations, office administration services including
telephone and computer services at Suite 505 - 1155 Robson
Street, Vancouver, B.C., V6E 1B5.
AND WHEREAS Braden requires reception, secretarial services,
accounting services, investor relations, office
administration services including telephone and computer
services and wishes Senate to provide same to Braden;
NOW THEREFORE THE PARTIES HAVE AGREED and do hereby agree as
follows:
1. Senate hereby agrees to provide reception, secretarial
services, accounting services, investor relations, office
administration services including telephone and computer
services to Braden;
2. In consideration of Senate providing all the above
mentioned services to Braden, Braden agrees to pay to
Senate, $1000.00 U.S. per month payable on the 1st day of
each month.
3. In addition to the above expense stated above, Braden
agrees to reimburse Senate for any expenses directly
attributable to Braden including, without limiting the
generality of the foregoing, reception, secretarial
services, accounting services, investor relations,
telephone and computer services, photocopying charges,
stationary, travel or printing expenses;
<PAGE 2>
4. Braden shall pay any directly attributable expenses on
receipt of an invoice from Senate;
5. This Agreement shall be for a term of one year commencing
February 17, 1999 and ending February 29, 2000.
6. No amendment or termination of this Agreement shall be
valid unless it is in writing and executed by both
parties;
7. Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
SENATE CAPITAL GROUP INC. ) C/S
by its authorized signatory )
)
)
/s/ Dennis Higgs )
Signature of Authorized Signatory )
)
)
Name of Authorized Signatory
BRADEN TECHNOLOGIES INC. ) C/S
by its authorized signatory )
)
)
/S/ Peter Bell )
Signature of Authorized Signatory )
)
Peter W. Bell )
Name of Authorized Signatory )
SECRET BASIN PROJECT
Nye County, Nevada
John A. Rice
For
MIRANDA USA
February 18, 1999
<PAGE 2>
TABLE OF CONTENTS
SUMMARY 3
INTRODUCTION 4
LOCATION 4
HISTORY 4
REGIONAL GEOLOGY 6
LOCAL GEOLOGY 8
Stratigraphy 8
Structure 8
Alteration 10
Mineralization 12
RESULTS 12
CONCLUSIONS AND RECOMMENDATIONS 13
Table 1 Proposed Secret Basin Exploration Budget 16
List of Secret Basin Claims 18
FIGURES
Figure 1 - Location Map
Figure 2 - Secret Basin Caldera Structures
Figure 3 - Geology Map
Figure 4 - Secret Basin Property
Figure 5 - Cross Section
Figure 6 - Drill Hole Map
APPENDICES
Appendix A - Rock Chip Assays
Appendix B - Soil Assays
Appendix C - Drill Assays
PLATES
Plate 1 - Detailed Cross-Section of SB97-1 and SB97-6
Plate 2 - Detailed Cross-Section of SB97-4
<PAGE 3>
SUMMARY
The Secret Basin project is a volcanic hosted, epithermal gold-
silver system. Mineralization is hosted within a structurally
complex collapsed caldera environment. The alteration and
mineralization observed to date would classify this deposit as a
low sulfidation quartz-adularia epithermal system. The Secret
Basin project is located in the southern Toiyabe Mountains
approximately 38 miles (61 kms.) north of Tonopah, Nevada
(Figure 1). The property consists of 37 unpatented claims.
The primary zones of interest are two quartz vein zones that
strike west-northwest across the collapsed caldera structure.
The North vein zone can be traced for approximately 1,000 ft
(305 meters) and the South vein zone can be followed for
approximately 2,000 ft (610 meters). In plan, the two vein
structures are 1,100 feet (335 meters) apart. Both veins dip
north in varying amounts from 25? to 70?.
Geologic mapping and drill data suggests that the North and
South vein zones may have originally been the same structure
prior to mineralization and caldera collapse. Upon collapse, the
resurgent dome was faulted into many blocks that were
downdropped, more in the center and less toward the rim. In this
case, the South vein zone represents the upper part of the
original vein and the North vein represents the more down dip
portion of the original vein. This year's drill program tested
both the North and South vein zones along strike and at
different levels downdip. The vertical extent of the vein tested
was approximately 1,000 ft (305 meters).
The extent and intensity of silicification encountered in
drilling and on the surface suggests that the North and South
quartz vein structures exposed through the volcanic window
represents a small portion of the mineralizing system. The
volcanic host rocks, the amount and intensity of silicification
and argillic alteration, and the structural setting of the
epithermal system indicates there is strong possibility of a
gold-silver deposit hosted within the vicinity. Although rock
and soil assay and drill data suggests the best place to test
would be down-dip on the North vein zone, recent sampling
suggests that it is open to the west. The surface cover and
changes with depth suggest that a geophysical program to aid in
the delineation of subsurface silicification and sulfide
mineralization is warranted. In light of the large area of
potential, it is suggested that an IP (induced potential)
geophysical survey be conducted.
Because of the potential to find a significant precious metal
deposit in the Secret Basin area, exploration should be done.
An initial $11,000 gradient IP survey is recommended for the
project. It should be centered around the eastern edge of the
window and on the exposures of the North and South veins. It
should cover about one square mile over the eastern half of the
window. Contingent upon the results of this program, drilling
should follow up on the defined targets. The follow up drill
program would cost about $99,000.
<PAGE 4>
INTRODUCTION
The Secret Basin property is located on the eastern edge of the
Walker Lane structural trend between the Round Mountain and
Paradise Peak Mines (Figure 1). The Walker Lane mineralized belt
includes deposits such as Comstock (8.2 million ozs Au), Rawhide
(1.6 million ozs Au), Aurora (1 million ozs Au), Paradise Peak
(1.53 million ozs Au), Tonopah (1.9 million ozs Au), Goldfield
(4.84 million ozs Au), and Bullfrog (2.7 million ozs Au). Walker
Lane deposits are characterized by their volcanic host rocks and
structural complexity (Figure 2).
Secret Basin is a volcanic hosted, epithermal gold-silver
exploration project. It is situated within a collapsed caldera
setting in the southern part of the Toiyabe Mountains.
LOCATION
Secret Basin is located in Sections 1-3, T8N, R40E and Sections
34-36, T9N, R40E in the southern Toiyabe Mountains approximately
38 miles (61 kms.) north of Tonopah, Nevada. Eighty lode claims
have been located by Miranda USA on land administered by the U.
S. Forest Service.
Secret Basin is approximately 22 miles (35 kms.) west-southwest
of Round Mountain (8 million ozs Au) and 31 miles (50 kms.)
east-southeast of Paradise Peak. The project is located 20
miles (32 kms.) north of the Hall molybdenum mine and 7 miles
(11 kms.) north of the Green Lizard copper prospect. Homestake
Mining Company was exploring in the East Golden area
approximately 8 miles (13 kms.) west-northwest of Secret Basin.
HISTORY
The property was originally prospected for its' mercury
potential over 50 years ago. Later, fluorspar was mined from the
Colton Mine in the main part of the district. In the early-mid
seventies, Louisiana Land and Minerals drilled 8-10 holes,
presumably testing for fluorspar. These holes are vertical,
large diameter (12-14 inches) conventional drill holes. Freeport
Exploration (now Independence Mining) located claims in the area
but chose not to pursue making a deal with the land owner that
controlled claims over the main part of the property.
Miranda USA located 37 claims on the property in January 1997
after the property became open. An additional 43 claims were
located in October 1997 after encountering encouraging evidence
of mineralization during their first phase of drilling. Miranda
now controls 35 unpatented claims (Appendix A).
<PAGE 5>
Figure 1
Location Map - State of Nevada
Miranda USA
<PAGE 6>
REGIONAL GEOLOGY
There are two primary ages of volcanic activity represented in
the southern Toiyabe Range. The oldest volcanic rocks exposed in
the area are ash-flow tuffs of the middle volcanic sequence as
described by Kleinhampl and Ziony (1985). Ash-flow tuffs of the
middle volcaninc sequence are common to both the southern
Toiyabe Mountains and the Shoshone Range immediately to the west
of the Toiyabe Mountains. The middle volcanic sequence is made
up of numerous lithic units, some of which are widespread and
others of limited areal extent. Meaning there were numerous
eruptive centers in the area. The middle volcanic sequence
unconformably overlies the lower volcanic sequence which in turn
unconformably overlies pre-Tertiary sediments, neither of which
are exposed in the southern Toiyabe Mountains. Absolute age of
the middle volcanic sequence is not known but is presumed to be
early Miocene (Kleinhampl and Ziony 1985). Volcanism affected
much of the area simultaneously and continuously for a long
period of time prior to the eruption of the Toiyabe Quartz
Latite. The Toiyabe Quartz Latite is also widespread in both the
southern Toiybe Mountains and the Shoshone Range. The Toiyabe
Quartz Latite consists of a homogeneous series of rocks
suggesting that it came from a single eruptive center
(Kleinhampl and Ziony, 1985). The Toiyabe Quartz Latite is dated
at 21-24 m. y.
There are a number of hypothesized calderas in the southern
Toiyabe Mountains and western Nye County. Their existence has
only recently begun to be observed. East-to-west trending
linears and west-northwest-trending linears are common
throughout this part of the Great Basin. One of these west-
northwest trending linears bisects the Secret Basin area which
trends east-southeast toward the Manhattan mining district and
the East and West Golden districts to the west-northwest.
<PAGE 7>
Figure 2
Secret Basin Caldera Structures - State of Nevada
Miranda USA
<PAGE 8>
LOCAL GEOLOGY
Stratigraphy
The middle volcanic sequence of rocks at Secret Basin consists
of a number of ash-flow units (Figure 3). The lower most unit
(Tsb1) is a medium gray rhyolite tuff which contains 20-25%
crystals (quartz, plagioclase, and k-feldspar). All phenocrysts
are less than 2 mm diameter. There are no mafic phenocrysts and
the lithic and pumice fragment content are minor. This rock type
forms blocky, massive outcrops, which crop out in the eastern
part of the project area.
In gradational contact with the underlying unit is a light tan
to light gray tuff (Tsb2) which consists of 25-30% crystals
(quartz, plagioclase and k-feldspar), biotite is minor (<5%),
and lithic and pumice fragments are less than 1%. This rock type
forms slopes and weathers tan.
The next overlying unit is a medium gray, welded, and pumice
rich tuff (Tpr). This unit is moderately welded near its lower
contact with the underlying unit and becomes less welded higher
up in the section. This unit contains 15-20% crystals (quartz,
plagioclase, and k-feldspar), no mafics, and pumice fragments
make up 20-30% of the rock. This unit forms blocky outcrops and
in the upper part of the section it forms rounded outcrops with
a " vuggy" appearance due to the weathering out of the pumice
fragments.
These 3 tuffs probably belong to a single intracaldera cooling
unit. The primary distinguishing characteristics between these
members are the presence or absence of mafic phenocrysts and
pumice fragments. Unconformably overlying all of these rocks is
the Toiyabe Quartz Latite. In many locations the lower-most
contact of the Toiyabe Quartz Latite is marked by a vitrophyre
that ranges in thickness from a few feet to tens of feet.
Structure
At Secret Basin the middle volcanic sequence is exposed through
a structural window in the younger, overlying Toiyabe Quartz
Latite. The sequence of events that lead to the creation of this
window are 1) the formation of the" Secret Basin" volcano, 2)
formation of the resurgent dome, 3) mineralization along a
major, westerly striking structure, 4) deposition of the Toiyabe
Quartz Latite at a level below that of the volcano/resurgent
dome's paleotopographic highs, and 5) collapse of the Secret
Basin volcanic center forming the present caldera. The minimum
diameter of the caldera is approximately 2,400 feet (730
meters). This is the amount of the caldera that is exposed in
the window and it is quite possible that the caldera is bigger
than what is exposed.
<PAGE 9>
Figure 3
Geology Map - Miranda USA
<PAGE 10>
In general, volcanic rocks at Secret Basin dip moderately to the
south at angles between 30? and 50? and strikes from N90?W to
N50?W. Dips are taken from outcrops that exhibit flow textures
such as flattened pumice fragments.
Mapping and drilling data have brought forth evidence that there
are numerous blocks within the caldera that have been down-
dropped (Figure 5). The blocks at the center of the caldera have
the most amount of vertical displacement being down-dropped at
least 1,000 feet (305 meters) compared to rocks outside of the
ring fracture zone. This is based on reconstructing the
paleotopography using displacement of the vein as a guide to
repositioning the down-dropped blocks.
Mineralized structures occur in two different locations on the
property. The North zone and South zone. The North zone strikes
from N55?W to N70?W and dips 40?-70? to the north. The structure
can be followed for approximately 1,000 feet (305 meters). The
South vein strikes N70?W and dips from 25?-70? to the north. The
South zone can be traced for approximately 2000 feet (660
meters). The structures are primarily filled with quartz and
fluorite is a common gangue mineral. The structures vary in
thickness from a few inches to 15 feet (4.6 meters).
Caldera collapse structures are arcuate in shape and are high
angle. The collapsed blocks are downdropped toward the center of
the dome.
Alteration
The primary alteration types are silicification and
argillization with rare potassic alteration.
On surface exposures, argillization is ubiquitous and generally
confined to the pumice fragments and feldspar phenocrysts in
weak to moderate amounts away from the veins. The strongest
argillic alteration corresponds with proximity to vein
exposures. Locally, hanging wall rocks adjacent to veins can be
strongly argillized, affecting groundmass as well as phenocrysts
and fragments. The strongest zone of argillic alteration occurs
along the middle part of the South vein zone in prospect pits
where the volcanic tuffs are strongly argillized, both
groundmass and phenocrysts. This argillized zone is at least 200
feet (61 meters) wide and can be followed along strike to the
west for 700 feet (213 meters) before being covered by alluvium.
Drill hole SB97-2 encountered 80 feet (24 meters) of strongly
argillized hanging wall rock before intersecting the quartz vein
and silicified rock of the vein structure at 110 feet (33
meters). Argillic alteration along the North vein structure can
be followed along strike for approximately 1,800 feet (550
meters). This north zone of argillic alteration is primarily
confined to pumice fragments and feldspar phenos. Along strike
to the west, the vein trends under post-mineral volcanic rocks
which obscurs the true extent of alteration related to the North
vein. Post-mineral volcanics also cover the hangingwall rocks
north of the North vein, making the total width of the argillic
alteration indeterminate.
<PAGE 11>
Figure 4
Figure 5
Secret Basin Project Generalized Cross Section
Miranda USA
<PAGE 12>
Silicification can be seen weakly altering the groundmass of the
volcanic units to strongly flooding the rocks and completely
masking the texture of the host. Silica alteration is confined
to a zone adjacent to the vein structures. Silicification forms
a tabular zone that can be 200-300 feet (61-91 meters) thick, as
in drill holes SB97-1, 2, 4, and 6. Silicification occurs in
footwall as well as hangingwall rocks. Silicification occurs
along the entire length of both of the vein zones but stronger
in the western part of the vein structures.
Mineralization
Gold and silver mineralization is directly related to quartz
veins and silicification. Veins range in size from a fraction of
an inch to 15 feet (4.6 meters). The North vein zone has the
thickest and most prominent vein structures. The North vein
strikes west-northwest for 1,000 feet (305 meters) while the
South vein zone also strikes west-northwest 2,000 feet (610
meters). Both veins dip moderately to the north.
Stockwork veining is common in the strongest areas of
silicification and quartz veining. There are at least 3 periods
of silicification as observed in drill chips and hand samples.
Very fine-grained pyrite occurring in trace amounts is the only
sulfide observed to date. The pyrite is most commonly associated
with strongly silicified rock and was more commonly found in
drill holes than on the surface.
RESULTS
The highest gold value from surface rock chip samples was 1.0 oz
Au/ton and the highest silver was 14.7 ozs Ag/ton. Of 61 samples
collected 14 samples had less than detectable amounts of gold
(<5ppb), 32 had between 6-99 ppb Au, and 15 had greater than 100
ppb Au. Samples anomalous in gold are normally anomalous in
silver. The highest gold and silver values are from the same
sample. The second highest assay was 0.11 oz Au/ton and 1 oz
Ag/ton, which was a 30 foot (9 meter) channel across the outcrop
that contained the 1 oz Au/ton rock sample. Drill hole SB97-1
tested this anomalous outcrop. Mercury is the most anomalous
trace element. It also has a good correlation with gold and
silver values. The sample that ran 1 oz Au/ton and 14.7 ozs
Ag/ton contained 11.195 ppm Hg. The most anomalous mercury
values (>50 ppm Hg) came from the mercury prospects on the
western part of the property where cinnabar is common within the
altered volcanic rocks.
A soil grid was established on the property. The North and South
vein zones were covered by the grid. The grid lines are 400
feet apart with 50-foot sample spacings. Four short soil lines
were established over the mercury anomaly and two lines were run
over the alluvium covered area between the two separate areas. A
total of 507 soil samples were collected. Gold values from the
soil survey defines the North vein zone but only defines the
eastern half of the South vein zone. The western half of the
South vein zone, where the highest rock chip value was located,
did not
<PAGE 13>
show up as anomalous in the soil samples. Mercury values
also picked up the North vein zone but not the South vein zone.
The western mercury prospects also showed up as a mercury
anomaly.
Drill hole and surface sampling had located low-grade gold and
silver mineralization. Drilling during October 1997 tested the
upper portion of the vein by drilling along the south vein zone
(drill holes SB97-1, 2, 6, and 8). A lower part of the vein was
tested by drilling the North vein zone (drill holes SB97-3, 4,
5, and 9). Drill hole SB97-4 was the best drill hole and
encountered 220 feet (67 meters) of strongly silicified and
brecciated rock with two thick quartz veins of about 10 and 20
foot thicknesses (3 and 6 meters). Figure 6 shows the location
of the holes drilled during1997. The thicker vein intercept
contained 10 feet (3 meters) of 0.02 oz/ton gold. The assays
above and below this interval were strongly anomalous containing
286 ppb and 123 ppb gold respectively. With better assay values
occurring in the lower part of the vein suggests that more down
dip portions of the vein may result in better gold and silver
values. The strike extent of the down dip portion of the vein is
covered by post-mineral volcanics.
CONCLUSIONS AND RECOMMENDATIONS
The Secret Basin property is a volcanic hosted, epithermal gold-
silver system that has the potential of hosting a precious
metals deposit. The deposit would be hosted within the quartz
veins and adjacent wallrock which is strongly quartz-stockwork
mineralized and silicifed. The two main quartz veins, the North
vein and the South vein, can be followed along strike for 1,000
feet (305 meters) and 2,000 feet (610 meters), respectively. The
quartz veins can be as much as 15 feet (4.6 meters) thick. In
addition to the quartz veins, there is widespread and intense
quartz-stockwork veining and silicification adjacent to the
quartz veins. This occurs in both the footwall and hangingwall.
Surface rock chip samples assay as high as 1.0 oz Au/ton and
14.7 ozs Ag/ton from a quartz vein within a quartz-stockwork
zone. A 30-foot (9 meters) channel sample from this same zone
assayed 0.11 oz Au/ton and 1.0 oz Ag/ton. The widespread extent
of quartz veining and quartz-stockwork mineralization and
silicification indicates the mineralizing system is large and
multiple episodes of veining suggest mineralization occurred
over a long period of time.
There is convincing evidence that the system contains gold and
the occurrence of gold is widespread. The next step will be to
further delineate drill targets and do additional drilling to
test different targets. First, there should be a gradient IP
survey over about one square mile. This will locate
disseminated sulfides and silicified zones for drill hole
targeting. It is strongly recommended that during testing , the
North vein structure be drilled because of the encouraging
results of SB97-4. This would require the construction of roads
in order to provide drill access to test down-dip of the 0.02
oz/ton Au intercept. The following table summarizes the costs
involved in testing this target.
More detailed alteration mapping might give indications as to
the intensity of the system and point to directions for further
exploration. Additional trace element geochemical surveys along
<PAGE 14>
with ratios of these elements may also point to direction for
further exploration. It is strongly recommended that during
testing, the North vein structure be drilled because of the
encouraging results of SB97-4. This would require the
construction of roads in order to provide drill access to test
down-dip of the 0.02 oz/ton Au intercept. The following table
summarizes the costs involved in testing this target.
<PAGE 15>
Figure 6
Secret Basin Drill Hole Map
Nye County, Nevada
<PAGE 16>
Table 1 Proposed Secret Basin Exploration Budget
Phase I
Gradient IP Contractor $ 9,000 Survey
Survey
Geologist $ 700 Supervision and planning
Reporting $ 500 Summary and
interpretations
Contingency $ 1,000 @ 10%
----------- -------
TOTAL $11,200
Phase II
Secret Basin Contractor $50,000 Reverse circulation
drilling
Geologist $ 7,500 Supervision and geology
Assaying $12,000 For each 5 ft sample
Road building $ 8,000 Includes mobilization
Permitting $ 1,000 With the Forest Service
Filing Fees $ 3,500 Filing fees and staking
additional claims
Reporting $ 4,000 Summary reports
Contingency $12,900 @ 15%: meetings,
----------- ------- management, misc.
TOTAL $98,900
<PAGE 17>
REFERENCES
Cornwall, Henry R., 1972, Geology of and Mineral Deposits of
Southern Nye County, Nevada, Nevada Bureau of Mines and
Geology, Bulletin 77
Kleinhampl, Frank J., Ziony, Joseph I., 1985, Geology of
Northern Nye County, Nevada, Nevada Bureau of Mines and
Geology, Bulletin 99A
<PAGE 18>
List of Secret Basin Claims
Claim Name NMC #
Basin 1 769652
Basin 2 769653
Basin 3 769654
Basin 4 769655
Basin 5 769656
Basin 6 769657
Basin 7 769658
Basin 8 769659
Basin 9 769660
Basin 10 769661
Basin 11 769662
Basin 12 769663
Basin 13 769664
Basin 14 769665
Basin 15 769666
Basin 16 769667
Basin 17 769668
Basin 18 769669
Basin 19 769670
Basin 20 769671
Basin 21 769672
Basin 22 769673
Basin 23 769674
Basin 24 769675
Basin 25 796398
Basin 26 796399
Basin 27 796400
Basin 28 796401
Basin 29 796402
Basin 30 796403
Basin 31 796404
Basin 32 796405
Basin 33 769684
Basin 34 769685
Basin 35 769686
Basin 36 769687
Basin 37 769688
<PAGE>
Appendix A - Rock Chip Assays
<PAGE>
Appendix B - Soil Assays
<PAGE>
Appendix C - Drill Assays
<PAGE>
Plate 1 - Detailed Cross-Section of SB97-1 and SB97-6
<PAGE>
Plate 2 - Detailed Cross-Section of SB97-4
AUTHOR'S CERTIFICATE
I, John A. Rice, of Reno, Nevada do hereby certify:
1) That I am a consulting geologist whose address is
P.O. Box 20074, Reno, Nevada, 89515.
2) That I have practiced my profession as a geologist for 18
years.
3) That I am a graduate of Colorado State University with a
Bachelor of Science degree in Geology (1978) and a Masters
of Science degree in Economic Geology (1984) from the same
university.
4) That I consent to the use of this report dated February 18,
1999, entitled "Secret Basin Project, Nye County, Nevada".
5) This report was prepared by myself from data collected during
the 1997 field season.
John A. Rice
/S/ John A. Rice
Consulting Geologist
