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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D. C. 20549
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FORM 10-SB
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
THE O.T. MINING CORPORATION
(Exact name of registrant as specific in its charter)
Montana 81-0451773
(State of Incorporation) (I.R.S. Employer
Identification No.)
4333 Ste-Catherine Street West
Suite 610
Montreal, Quebec
Canada H3Z 1P9
(Address of executive offices, including postal code)
Registrant's telephone number: (514) 935-2445
Copies to: Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS.
Background
THE O.T. MINING CORPORATION (the "Company") was formed under the
statutes of the State of Montana as Ruby Resources of Montana, Inc.
The Company is a development stage enterprise formed on September 15,
1980, to engage in the business of mineral exploration. On May 4,
1987, the Company changed its name to The O.T. Mining Corporation.
Current Operations
The Company currently owns one property, the Ruby Mine, which is
comprised of 5 patented lode claims and 22 unpatented lode mining
claims located in Jefferson County, Montana containing approximately
480 acres (hereinafter referred to as the "Property"). The Property is
located approximately 14 miles north of Butte, Montana. The Company
also owns a 100 tons/day flotation mill located approximately 15 miles
from the Property at Basin, Montana.
Access
The Property is located eight miles from Interstate 15 along
gravel maintained forest and logging roads. A secondary network of
gravel roads accesses all workings on the Property. A 440 volt power
line connects to the west edge of the Property.
Deposit Types
The Property contains bonanza-grade epithermal gold and silver in
siliceous volcanics.
Past Production
The Property has a recorded history of producing 42,184 ounces of
gold at a grade of 2.44 opt and 446,565 ounces of silver at a grade of
38.66 opt. There are over 15,000 feet of drifts, cross cuts, winzes,
raises and stopes.
Geology and Mineralization
The Property is underlain by quartz latite ash flow tuffs, lavas,
and hypabyssal intrusives of the Lowland Creek volcanics (48-50 my).
The Lowland Creek rocks overlie andesite of the Elkhorn Mountain
Volcanics (77-80 my) and quartz monzonite of the Boulder Batholith (70-
73 my) along an erosional unconformity.
Mineralization occurs in quartz vein stockworks in dilational
zones associated with tectonic and phreatic brecciation. Primary
economic minerals are fine-grained native gold and silver sulfides.
Production came from four ore shoots along a N20W structural zone
which was developed over a strike length of 2,000 feet and has a width
of over 150 feet as defined by high-density fracturing and intermittent
veining. The location of the ore shoots along the structure appears to
be closely related to cross faults with pre and post mineral movement.
Bonanza ore-grade gold and silver were constant throughout and were
only limited at depth by displacement along reverse faults.
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A phreatic breccia, approximately 700 feet by 300 feet in outcrop,
intrudes the structural zone at its south end. Open space quartz veins
with gold and silver occur as discrete fracture fillings parallel to
the strike of the zone and also occur as fillings between the rotated
multi-lithic breccia clasts. The breccia has never been drilled. Part
of the mined ore shoots are described as "exhibiting flow breccia"
texture in old reports which suggests that they may have formed through
a combination of tectonic and phreatic means.
Argillic alteration and silicification envelopes around individual
quartz veins are generally narrow and in some cases are masked by a
more pervasive property-wide argillic alteration that is independent of
the epithermal mineralization. Both the Degner and Ray ore shoots were
blind to the surface yet economic mineralization in the Ray was at a
depth of only 50 feet.
A strong closed aeromagnetic low that is generally elongated and
parallel to regional structures encompasses most of the Ruby Mine
property. Other strong closed lows in the area occur directly over the
Cu-Mo porphyry mineralization at the Continental (Berkeley) Pit at
Butte, Montana, and on the one million ounce plus gold-equivalent
diatreme at the Montana Tunnels Mine. The anomaly undoubtedly indicates
a significant amount of altered rock but it will require drilling to
determine its exact origin and economic importance.
Development History
The property was discovered in 1893 and actively mined through
1912. Development included two main shafts, north and south adits on
the 50 foot level, a 150 foot level tunnel, internal 300 foot and 400
foot levels, and stopes along four vertically elongated ore shoots.
High-grade ore was hand sorted for direct shipping to smelters and low
grade ore was backfilled in stopes and nonfunctional cross cuts. Mining
ceased in 1912 when it became impractical to pump water from the 300
foot and 400 foot levels. In 1913 a crosscut was started at the 600
foot level and driven towards the Ruby workings to de-water the mine
and to provide back for additional stoping.
The 600 foot level adit was reopened in 1964 and advanced 2,924
feet to a point between the ore shoots, however, the downward
extensions were not intersected. A seven foot wide massive galena,
sphalerite, chalcopyrite, pyrite vein was intersected at a point 2,300
feet from the portal from which a 193 ton bulk sample, taken in 1965,
yielded 1.31% copper, 5.19% zinc, 7.60% lead and 4.30 ounces of silver
per ton. This vein was developed for about 100 feet before it was
faulted out in one direction and thinned in the other. The strike and
dip of the vein were at angles to the epithermal system above and it
appears to have an independent origin.
Anaconda was active in the Lowland Creek District in the late
1960's and early 1970's and had a lease on the Ruby Mine. Its efforts
in the district culminated with three deep core holes for copper
porphyry mineralization in Boulder Batholith rocks about three miles
north of the Ruby. Molycorp continued this exploration and drilled
several holes one to two miles west of those drilled by Anaconda with
one hole returning 246 feet at 0.163% Cu and anomalous copper values
over 1,317 feet. Molycorp reportedly also drilled a hole immediately
west of the Ruby property and intersected copper mineralization at
depth in Lowland Creek lithologies.
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Since the mid-1980's several major companies have been active in
the district for both gold and silver, and copper porphyry
mineralization. Noranda entered into a joint venture with Ruby
Resources Ltd. on the Ruby Mine from 1981 to 1983 and concluded "there
is good potential for significant mineralization at depth along the
major veins and for a porphyry-type deposit", but budget problems and
a company reorganization prevented them from testing the property.
Proposed Exploration and Development.
The Company does not have adequate funds to explore or develop the
Property. The Company anticipates funding the cost of exploration by
the sale of common stock, loans, or possible joint venture projects
with third parties. The Company has not identified any purchasers of
common stock, lenders or joint venture partners as of the date of this
report and there is no assurance that any sales of common stock, loans
or joint ventures will ever occur. There has only been a very limited
public market for Common Stock of the Company.
Title - Unpatented Claims.
The Company owns or holds the mining rights on 22 unpatented
mining claims. The unpatented mining claims are possessory only and
are held by right of location. Management believes that all of its
unpatented claims are properly staked and recorded, and that it has the
right to possession of them, and the right to remove minerals
therefrom. Unpatented mining claims require a maintenance fee of $100
to be paid to the United States Government by August 31 each year. All
maintenance fees have been paid to date. The claims have been properly
recorded at the Bureau of Land Management, and with the various county
recorders, in compliance with federal and state filing requirements.
Presently, the Company's total cost to maintain its mining rights on
the unpatented mining claims is $2,200 per year.
Exploration and Development Activities.
Since the claims are without known commercially minable proven or
probable reserves the Company proposes to investigate and explore the
possibility of commercial grade of minerals contained in the claims
through exploration work on the properties. In order to determine if
such minerals are present, the Company must raise the necessary capital
to undertake an exploration program.
In the event adequate capital is not available to initiate the
exploration of the Property or if adequate capital is raised but
presence of commercial grade mineralization is not established on any
of the claims, the Company could cease operations.
Mining, Environmental and Other Matters Pertaining to Properties.
Overview
The Company, like other mining companies doing business in the
United States, is subject to a variety of federal, state and local
statutes, rules and regulations designed to protect the quality of the
air and water in the vicinity of its mining operations and the
preservation of certain archeological sites. These include
"permitting" or pre-operating approval requirements designed to ensure
the environmental integrity of a proposed mining facility, operating
requirements designed to mitigate the effects of discharges into the
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environment during mining operations, and reclamation or post-operation
requirements designed to remediate the lands affected by a mining
facility once commercial mining operations have ceased. These laws also
set forth limitations on the generation, transportation, storage and
disposal of solid and hazardous waste.
Federal legislation and implementing regulations adopted and
administered by the Environmental Protection Agency, the Forest
Service, the Bureau of Land Management, the Fish and Wildlife Service,
the Army Corps of Engineers and other agencies in particular,
legislation such as the federal Clean Water Act, the Clean Air Act, the
National Environmental Policy Act and the Comprehensive Environmental
Response, Compensation and Liability Act, have a direct bearing on
domestic mining operations. These federal initiatives are often
administered and enforced through state agencies operating under
parallel state statutes and regulations. Although mines continue to be
approved for development in the United States, the cost and uncertainty
associated with the permitting process could have a material affect on
mining the properties.
The Clean Water Act.
The federal Clean Water Act is the principal federal environmental
protection law regulating mining operations. The Act imposes
limitations on waste water discharges into waters of the United States,
including discharges from point sources such as mine facilities. In
order to comply with the Clean Water Act, the Company will be required
to obtain one or more permits which will control the level of effluent
discharges from future proposed mining and processing operations.
The Clean Air Act.
The federal Clean Air Act limits the ambient air discharge of
certain materials deemed to be hazardous and establishes a federal air
quality permitting program for such discharges. Hazardous materials
are defined in enabling regulations adopted under the Act to include
metals and toxic solvents such as cyanide which is used in heap leach
recovery processes. The Act also imposes limitations on the level of
particulate matter generated from mining operations, and the Company
may be required to adopt dust control techniques in all phases of
mining in order to comply with these limitations.
The National Environmental Policy Act.
The National Environmental Policy Act ("NEPA") requires all
governmental agencies to consider the impact on the human environment
of major federal actions as therein defined. Because some of the
Company's mining properties are located on federal lands, mining
operations on those lands could be conditioned on the preparation,
review and approval of an environmental impact statement outlining in
detail the environmental effects of such operations and the Company's
efforts to ameliorate such effects.
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The Comprehensive Environmental Response, Compensation and Liability
Act.
The federal Comprehensive Environmental, Response, Compensation
and Liability Act ("CERCLA") imposes clean-up and reclamation
responsibilities with respect to unlawful discharges into the
environment, and establishes significant criminal and civil penalties
against those persons who are primarily responsible for such
discharges.
Montana Environmental Laws and Regulations.
Montana has adopted counterparts to NEPA and CERCLA, being the
Environmental Policy Act and the Metal Mine Reclamation Act, both of
which are administered by the Department of Lands. The State has also
adopted the Air Quality Act and Water Quality Act, which parallel to a
large extent the provisions of the Clean Air Act and Clean Water Act;
these statutes are administered through various bureaus of the
Department of Environmental Quality.
Compliance with statutory environmental quality requirements may:
necessitate significant capital outlays; materially affect the earning
power of the Company; or may cause material changes in the Company's
intended activities. No assurance can be given that environmental
standards imposed by either federal, state or local governments will
not be changed or become more stringent, thereby possibly materially
adversely affecting the proposed activities of the Company.
Competition and Markets.
The Company faces extensive competition in the acquisition of
properties suitable for the exploration and development of gold and
other precious metals. Many of the Company's competitors have greater
financial resources and more extensive operating histories than that of
the Company. There is no assurance that the Company will be able to
resume exploration work or that such work will result in the discovery
of commercially producible quantities of gold or other precious metals.
In addition, there is no assurance that the Company's property
interests can be economically maintained.
The exploration and development of mineral properties, and the
marketing of minerals, are affected by a number of factors which are
beyond the Company's control. These factors include fluctuations in
the market price of gold and precious minerals, availability of
adequate transportation and equipment, marketing of competitive
minerals, prices of fuels and fluctuating supply and demand for
minerals.
Subsidiary Corporation
The Company owns all of the issued and outstanding shares of
common stock of Working Interest Corporation, a Montana corporation
that was formed for the purpose of acquiring 2,174,816 shares of common
stock of NAMEX Explorations Inc. in exchange for the Company's working
interest in certain Quebec properties. The transaction was completed
in November of 1997.
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Offices
The Company's corporate offices are located at 4333 Ste-Catherine
Street West, Suite 610, Montreal, Quebec, Canada H3Z 1P9 and its
telephone number is (514) 935-2445 and FAX is (514) 935-8161. The
Company has three employees other than its officers and directors.
Year 2000
The Year 2000 issue is the result of computer programs written
using two digits rather than four to define the applicable year. As a
result, date-sensitive software may recognize a date using "00" as the
year 1900 rather than the Year 2000. This could result in system
failures or miscalculations causing disruptions of operations,
including among others, temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Since the Company has yet to acquire any technology in support of
its services, the planned acquisitions will most likely involve
hardware and software which is relatively new and therefore management
does not anticipate that it will incur significant operating expenses
or be required to invest heavily in computer systems improvements to be
Year 2000 compliant. As the Company makes arrangements with significant
hardware and software suppliers, the Company intends to determine the
extent to which the Company's systems may be vulnerable should those
third parties fail to address and correct their own Year 2000 issues
and take measures to reduce the Company's exposure, such as, finding
alternative suppliers or requiring the suppliers to correct Year 2000
compliance issues prior to the Company acquiring the product. The
Company anticipates that this will be an ongoing process relative to
computer products manufactured prior to January 1, 2000. There can be
no assurances that the systems of suppliers or other companies on which
the Company may rely on will be Year 2000 compliant. Additionally there
can be no assurances that all computer systems necessary to maintain
the viability of the Internet will be Year 2000 compliant. The Company
believes that it is taking the steps necessary regarding Year 2000
compliance issues with respect to matters within its control.
RISK FACTORS
1. Exploration Stage Mining Company with No History of Operation.
The Company is in its exploration stage, has no operating history and
is subject to all the risks inherent in a new business enterprise. The
Company does not own an operating mine and has no other revenue-
producing mining activities. The likelihood of success of the Company
must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with a
new business, and the competitive and regulatory environment in which
the Company will operate.
2. Securities are Subject to Penny Stock Rules. The Company's
shares are "penny stocks" consequently they are subject to Securities
and Exchange Commission regulations which impose sales practice
requirements upon brokers and dealers to make risk disclosures to
customers before effecting any transactions therein.
3. No Commercially Mineable Ore Body. No commercially mineable
ore body has been delineated on the properties, nor have any reserves
been identified.
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4. Risks Inherent in the Mining Industry. The Company is subject
to all of the risks inherent in the mining industry including, without
limitation, the following: competition from a large number of
companies, many of which are significantly larger than the Company, in
the acquisition, exploration, and development of mining properties; in
order to maintain possessory title to Unpatented mining claims after
discovery of valuable mineral deposits, the claim holder must pay fees;
exploration for minerals is highly speculative and involves substantial
risks, even when conducted on properties known to contain significant
quantities of mineralization, and most exploration projects do not
result in the discovery of commercially mineable deposits of ore;
operations are subject to a variety of existing laws and regulations
relating to exploration and development, permitting procedures, safety
precautions, property reclamation, employee health and safety, air
quality standards, pollution and other environmental protection
controls; a large number of factors beyond the control of the Company,
including fluctuations in gold, silver, or other mineral prices,
inflation, and other economic conditions, will affect the economic
feasibility of mining precious metals, particularly gold and silver;
mining activities are subject to substantial operating hazards some of
which are not insurable or may not be insured due to economic
considerations; the availability of water, which is essential to
milling operations; and, interruptions caused by adverse weather
conditions.
5. Need for Additional Capital. The ability of the Company to
ultimately conclude the exploration of its properties will depend upon
its ability to raise additional capital or to enter into arrangements
for such purposes with third parties. There can be no assurance that
additional financing will not be required sooner than presently
projected. There also can be no assurance that additional capital or
other types of financing will be available when needed or that, if
available, the terms of such financing will be commercially acceptable
to the Company.
6. Nature of the Industry. Exploration, development and mining
of mineral properties is highly speculative and involves unique and
greater risks than are generally associated with other businesses. The
Company's operations will be subject to all the operating hazards and
risks normally incident to the exploration, development and mining of
mineral properties, including risks enumerated above and below.
7. Fluctuating Price of Gold. The Company's operations will be
greatly influenced by the price of gold. Gold prices fluctuate widely
and are affected by numerous factors beyond the Company's control,
including expectations for inflation, the strength of the United States
dollar, global and regional demand and political and economic
conditions and production costs in major gold producing regions of the
world.
8. Unpatented Claims. The Company holds 22 unpatented mining
claims, which are possessory only and are held by right of location.
These claims are subject to inherent hazards of non-recorded risks.
Unpatented mining claims are subject to title hazards, and require
payment of fees.
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9. Environmental Controls. Compliance with statutory
environmental quality requirements may necessitate significant capital
outlays, may materially affect the earning power of the Company, or may
cause material changes in the Company's intended activities. No
assurance can be given that environmental standards imposed by either
federal or state governments will not be changed or become more
stringent, thereby possibly materially adversely affecting the proposed
activities of the Company.
10. Governmental Regulation and Environmental Controls. The
Company's activities are subject to extensive federal, state, county
and local laws and regulations controlling not only the exploration for
and development of mineral properties, but also the possible effect of
such activities upon the environment. In its mining operations, the
Company will use certain equipment which will subject the Company to
federal and state safety and health regulations. While the Company
intends to act in compliance with all such regulations, any adverse
ruling under any regulation, any imposition of a fine, or any
imposition of more stringent regulations could require the Company to
make additional capital expenditures that could impair its operations.
The United State Congress is currently considering changes to the
General Mining Laws of 1872. The exact nature and extent of any
changes are unknown at this time, but it is anticipated that there may
be changes affecting the cost of acquiring patented mining claims and
the assessment work required to hold Unpatented claims.
11. No Dividends. The Company has paid no dividends since its
inception and does not intend to pay any dividends in the foreseeable
future. Instead, the Company intends to retain all earnings, if any,
for use in its business operations.
12. Preferred Shares Authorized. Although the Company does not
presently intend to issue preferred shares, the holders of preferred
shares, if and when issued, would more than likely have rights superior
to those of common shareholders. Any issuance of preferred shares
would dilute the interest of the common shareholders.
13. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its Officers who will exercise control over the day to day affairs of
the Company and upon its Directors, most of whom are engaged in other
activities, and will devote limited time to the Company's activities.
The President will devote 100% of his time to the operation of the day
to day affairs of the Company and the Secretary/Treasurer will devote
75% of her time to the operation of the day to day affairs to the
Company. There can be no assurance as to the volume of business, if
any, which the Company may succeed in obtaining, nor that its proposed
operations will prove to be profitable.
14. Issuance of Additional Shares. 13,793,413 shares of Common
Stock or 68.96% of the 20,000,000 authorized shares of Common Stock of
the Company remain unissued even if all of the Options are exercised.
The Board of Directors has the power to issue such shares, subject to
shareholder approval, in some instances. Although the Company presently
has no commitments, contracts or intentions to issue any additional
shares to other persons, the Company may in the future attempt to issue
shares to acquire equipment or services, or for other corporate
purposes.
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15. Non-Arms's Length Transaction. The number of shares of
Common Stock issued to present shareholders of the Company for cash and
property was arbitrarily determined and may not be considered the
product of arm's length transactions.
16. Competition. The Company has competitors and potential
competitors, many of whom may have considerably greater financial and
other resources than the Company.
17. Public Market for Securities. At present, the Company's
common stock is traded under the symbol OTMNE on the OTC Bulletin Board
(the "Bulletin Board") operated by the National Association of
Securities Dealers, Inc. If this registration statement is not
declared effective by the Commission or there are outstanding comments
with the Commission in connection therewith, the Company will be
delisted from the Bulletin Board. In the event the Company is delisted
from the Bulletin Board, there may not be a medium available for the
purchase and sale of the Company's common stock.
18. Cumulative Voting, Preemptive Rights and Control. There are
no preemptive rights in connection with the Company's Common Stock.
Cumulative voting in the election of Directors is not provided for.
Accordingly, the holders of a majority of the shares of Common Stock,
present in person or by proxy, will be able to elect all of the
Company's Board of Directors.
19. Possibility of Defective Title. Some of the Company's
interests in the properties are and will be in the form of unpatented
mining claims acquired from third parties. The validity of all
unpatented mining claims is dependent upon inherent uncertainties and
conditions. These uncertainties relate to such non-recorded facts as
the sufficiency of the discovery of minerals, proper posting and
marking of boundaries, whether the minerals discovered were properly
locatable as a lode claim or a placer claim as appropriate and possible
conflicts with other claims not determinable from description of
record. In the absence of a discovery of valuable minerals, a mining
claim is open to location by others unless the owner is in actual
possession of and diligently working the claim or pays the annual fee
of $100 per unpatented claim.
20. Uninsured Risks. The Company may not be insured against all
losses or liabilities which may arise from operations, either because
such insurance is unavailable or because the Company has elected not
to purchase such insurance due to high premium costs or other reasons.
21. Need for Subsequent Funding. The Company has an immediate
need for additional funds in order to finance its proposed business
operations. The Company's continued operations therefore will depend
upon the availability of cash flow, if any, from its operations or its
ability to raise additional funds through bank borrowings or equity or
debt financing. There is no assurance that the Company will be able
to obtain additional funding when needed, or that such funding, if
available, can be obtained on terms acceptable to the Company. If the
Company cannot obtain needed funds, it may be forced to curtail or
cease its activities.
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22. Need for Additional Key Personnel. At the present, the
Company has three full time and two part-time employees. The success
of the Company's proposed business will depend, in part, upon the
ability to attract and retain qualified employees. The Company
believes that it will be able to attract competent employees, but no
assurance can be given that the Company will be successful in this
regard. If the Company is unable to engage and retain the necessary
personnel, its business would be materially and adversely affected.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company has inadequate cash to maintain operations during the
next twelve months. In order to meet its cash requirements the Company
will have to raise additional capital through the sale of securities
or loans. As of the date hereof, the Company has not made sales of
additional securities and there is no assurance that it will be able
to raise additional capital through the sale of securities in the
future. Further, the Company has not initiated any negotiations for
loans to the Company and there is no assurance that the Company will
be able to raise additional capital in the future through loans. In
the event that the Company is unable to raise additional capital, it
may have to suspend or cease operations.
The Company does not intend to conduct any research or development
of its services during the next twelve months other than as described
herein. See "Business."
The Company does not intend to purchase a plant or significant
equipment.
The Company will hire employees on an as needed basis, however,
the Company does not expect any significant changes in the number of
employees.
The Company does not expect to earn revenues until it raises
additional capital to fund its operations.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company does not own any real or personal property other than
the following:
The Company currently owns one mining property, the Ruby Mine,
which is comprised of 5 patented lode claims and 22 unpatented lode
mining claims located in Sections 11, 12, 13, 14 of Township 5 North,
Range 7 West, Jefferson County, Montana containing approximately 480
acres.
The Company owns a flotation mill which is located approximately
fifteen (15) miles northeast of the Property in the town of Basin,
Montana.
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The Company's corporate offices are located at 4333 Ste-Catherine
Street West, Suite 610, Montreal, Quebec, Canada H3Z 1P9 and its
telephone number is (514) 935-2445 and FAX is (514) 935-8161. The
Company leases its offices from Somerville House Management Ltd., a
corporation owned and controlled by Rosemary L. Christensen, the
Company's Secretary/Treasurer, on a month to month basis. There is no
written agreement between the Company and Somerville House Management
Ltd. and the monthly rental is $3,350.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.
Name Number of Number of
of owner Shares Position Shares
James W. Hess[1] 364,416 President and 6.875%
member of the Board of
of Directors
Jack R.O. Walli 55,000 Vice President 1.037%
and member of the
Board of Directors
Rosemary L.
Christensen[2] 1,138,381 Secretary/Treasurer 21.477%
and member of the
Board of Directors
Thomas H.
Fitzgerald, Jr. 484,658 Member of the Board 9.143%
of Directors
Arthur Seligman[3] 179,467 Member of the Board 3.385%
of Directors
All officers and 2,221,922 41.917%
directors as a
group (5 persons)
[1] Does not include an option to purchase 250,000 shares of common
stock of the Company until July 31, 2002, at an exercise price of
$1.50 per share.
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[2] Includes 759,122 shares of common stock owned by Somerville House
Management Ltd., a corporation controlled by Ms. Christensen.
Does not include an option to purchase up to 50,000 shares of
common stock of the Company until June 30, 2009 at an exercise
price of $0.50 per share owned by Ms. Christensen; an option to
acquire up to 506,157 shares of common stock at an exercise price
of $0.50 per share up to June 30, 2009 owned by Somerville House
Management Ltd; and, an option to acquire up to 100,000 shares of
common stock at an exercise price of $0.50 per share up to
December 17, 2009 owned by Somerville House Management Ltd.
[3] Includes 49,467 shares of common stock held in the name of
Seligman Family LP.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
Name Age Position
James W. Hess 57 President and member of the Board of
Directors
Jack R.O. Walli 72 Vice President and a member of the Board
of Directors
Thomas H.
Fitzgerald, Jr. 67 Member of the Board of Directors
Rosemary L.
Christensen 58 Secretary/Treasurer and a member of the
Board of Directors
Arthur Seligman 48 Member of the Board of Directors
All directors hold office until the next annual meeting of
shareholders or until their successors have been elected and qualified.
The Company's officers are elected by the Board of Directors at the
annual meeting and hold office until their death, or until they resign,
or have been removed from office.
Officer and Director Biographies:
James W. Hess - President and a member of the Board of Directors
Mr. Hess is a founder of the Company. Since November 19, 1997, Mr.
Hess has been the President and a member of the Board of Directors of
the Company. Since March 1997, Mr. Hess has been the Vice President
and Secretary of Working Interest Corporation, a wholly owned
subsidiary corporation of the Company. Since 1997, Mr. Hess has been
a director of NAMEX Explorations, Inc., a Canadian corporation listed
on the Montreal Stock Exchange and engaged in the business of mineral
exploration. Since 1969, Mr. Hess has been an independent consultant
in the field of natural resources.
<PAGE> 14
Jack R.O. Walli - Vice President and a member of the Board of Directors
Since 1987, Mr. Walli has been the Vice President and a member of
the Board of Directors of the Company. Mr. Walli graduated from Queen's
University in Kingston with an Honours Bachelor of Science degree in
mining engineering. Mr. Walli has over 40 years experience in the
mineral exploration industry.
Rosemary L. Christensen - Secretary, Treasurer, Chief Financial Officer
and a member of the Board of Directors.
Ms. Christensen is a founder of the Company. Since 1987, Ms.
Christensen has been Secretary, Treasurer, Chief Financial Officer and
a member of the Board of Directors of the Company. Since March 4, 1997
she has held the positions of President, Treasurer and a Director of
Working Interest Corporation, a wholly owned subsidiary corporation of
the Company. Since 1972, Ms. Christensen has been President and sole
shareholder of Somerville House Management Ltd., located in Montreal,
Canada.
Thomas H. Fitzgerald, Jr. - Member of the Board of Directors.
Since 1987, Mr. Fitzgerald has been a member of the Board of
Directors of the Company. Mr. Fitzgerald has extensive experience in
the investment business and is President and Chief Senior Financial
Investment Officer of T. H. Fitzgerald & Co., a Wall Street investment
firm.
Arthur Seligman - Member of the Board of Directors.
Since 1991, Mr. Seligman has been a member of the Board of
Directors of the Company. Since 1982, Mr. Seligman has been Director
of Sales and Marketing for Petroleum Development Corp. of Bridgeport,
West Virginia. Petroleum Development Corp. is engaged in the business
of distributing public hydro carbon drilling programs.
ITEM 6. EXECUTIVE COMPENSATION.
Summary Compensation.
The following table sets forth the compensation paid by the
Company from January 1, 1997 through December 31, 1999, for each
officer and director of the Company. This information includes the
dollar value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
<PAGE> 15
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Names Other Securities All
Executive Annual Restricted Under- Other
Officer and Compen- Stock lying LTIP Compen-
Principal Year Salary Bonus sation Award(s) Options/ Payouts sation
Position Ended (US$) (US$) (US$) (#) SARs (#) (US$) (US$)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James W. 1999 0 0 0 0 0 0 0
Hess 1998 0 0 0 0 0 0 0
President 1997 0 0 0 0 0 0 0
Jack R. O. 1999 0 0 0 0 0 0 0
Walli 1998 0 0 0 0 0 0 0
Vice 1997 0 0 0 10,000 0 0 0
President
Rosemary L. 1999 0 0 0 0 50,000 0 0
Christensen 1998 0 0 0 0 0 0 0
Secretary/ 1997 0 0 0 10,000 0 0 0
Treasurer
Thomas H. 1999 0 0 0 200,000 0 0 0
Fitzgerald, 1998 0 0 0 0 0 0 0
Jr. 1997 0 0 0 10,000 0 0 0
Director
Arthur 1999 0 0 0 0 0 0 0
Seligman 1998 0 0 0 10,000 0 0 0
Director 1997 0 0 0 25,000 0 0 0
</TABLE>
The Company does not anticipate paying any salaries to any of its
officers until sufficient revenues are generated to justify the same.
There are no other stock option plans, retirement, pension, or
profit sharing plans for the benefit of the Company's officers and
directors.
Option/SAR Grants.
No individual grants of stock options, whether or not in tandem
with stock appreciation rights ("SARs"), and freestanding SARs have
been made since the Company's inception to any officer or director with
the exception of an option granted to James W. Hess to acquire up to
250,000 shares of common stock of the Company until July 31, 2002, at
an exercise price of $1.50 per share and an option granted to Rosemary
Christensen to purchase up to 50,000 shares of common stock of the
Company until June 30, 2009 at an exercise price of $0.50 per share.
Long-Term Incentive Plan Awards.
The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance
other than a non-qualified incentive stock option plan. As of the date
hereof, no shares have been issued under the plan.
<PAGE> 16
Compensation of Directors.
From time to time the Company has issued shares of common stock
as compensation to them for serving on the Board of Directors. The
Board has not implemented a plan to award options to any Directors.
There are no contractual arrangements with any member of the Board of
Directors. See "Certain Relationships and Related Transactions."
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's corporate offices are located at 4333 Ste-Catherine
Street West, Suite 610, Montreal, Quebec, Canada H3Z 1P9 and its
telephone number is (514) 935-2445 and FAX is (514) 935-8161. The
Company leases its offices from Somerville House Management Ltd., a
corporation owned and controlled by Rosemary L. Christensen, the
Company's Secretary/Treasurer, on a month to month basis. There is no
written agreement between the Company and Somerville House Management
Ltd. and the monthly rental is $3,350.
On November 19, 1997, the Company issued 50,000 shares of common
stock to its directors as compensation for their services on the Board
of Directors and 10,000 shares to Somerville House Management Ltd., for
loaning monies to the Company but not in repayment thereof.
On November 19, 1997, the Company issued 25,000 shares of common
stock to Arthur Seligman, a member of the Board of Directors, as
compensation for raising $500,000.
On June 10, 1999, the Company issued 70,000 shares of common stock
to Arthur Seligman, a member of the Board of Directors in consideration
of advances made to the Company in the amount of $35,000.
On June 10, 1999, the Company issued 194,567 shares to Somerville
House Management Ltd. as partial repayment of outstanding indebtedness
in the amount of $97,283.53. The Company also issued an additional
250,000 shares to Somerville House Management Ltd. for services
rendered to the Company since 1986.
On June 10, 1999, the Company issued 80,000 shares of common stock
to Thomas H. Fitzgerald, Jr. in consideration of cash advances of
$40,000 made by Mr. Fitzgerald to the Company.
On June 10, 1999, the Company issued 200,000 shares of common
stock to Thomas H. Fitzgerald, Jr. for services rendered to the Company
valued at $100,000.
ITEM 8. DESCRIPTION OF SECURITIES.
Common Stock
The authorized Common Stock of the Company consists of 20,000,000
shares of $0.01 par value Common Stock. As of February 16, 2000,
5,300,430 shares are issued and outstanding of which 1,697,132 are
freely tradeable and the balance of 3,603,298 are "restricted"
securities and may only be resold in compliance with Reg. 144 of the
Securities Act of 1933, as amended.
<PAGE> 17
In general, under Rule 144 as currently in effect, a person (or
persons whose Shares are aggregated) who has beneficially owned Shares
privately acquired directly or indirectly from the Company or from an
affiliate, for at least one year, or who is an affiliate, is entitled
to sell within any three month period a number of such Shares that does
not exceed the greater of 1% of the then outstanding shares of the
Company's Common Stock or the average weekly trading volume in the
Company's Common Stock during the four calendar weeks, immediately
preceding such sale. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of
current public information about the Company. A person (or persons
whose Shares are aggregated) who is not deemed to have been an
affiliate at any time during the 90 day preceding a sale, and who has
beneficially owned Restricted Shares for at least two years, is
entitled to sell all such Shares under Rule 144 without regard to the
volume limitations, current public information requirements, manner of
sale provisions or notice requirements.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all
of the directors of the Company.
Upon liquidation, dissolution, or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred
stock, $0.01 par value per share. The preferred shares may be issued
in one or more series and may have such voting powers, designations,
privileges, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions as shall
be fixed from time to time by the Board of Directors. As of the date
hereof, no preferred shares are outstanding.
Options
The Company has granted an option to James W. Hess to purchase
250,000 shares of common stock of the Company until July 31, 2002, at
an exercise price of $1.50 per share.
The Company has also granted an option to Rosemary Christensen to
purchase up to 50,000 shares of common stock of the Company until June
30, 2009 at an exercise price of $0.50 per share.
<PAGE> 18
The Company also granted options to Somerville House Management
Ltd., a corporation owned and controlled by Rosemary Christensen to
acquire up to 506,157 shares of common stock at an exercise price of
$0.50 per share up to June 30, 2009 and an option to acquire up to
100,000 shares of common stock at an exercise price of $0.50 per share
up to December 17, 2009.
Transfer Agent
The transfer agent for the Company's Common Stock is Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
The Company's shares are traded on the Bulletin Board operated by
the National Association of Securities Dealers, Inc. (the "Bulletin
Board") under the trading symbol "OTMNE." The Company's shares began
trading in October 1987. Summary trading by quarter for the 1999, and
1998 fiscal years and the first quarter of 2000 are as follows:
Fiscal Quarter High Bid[1] Low Bid[1]
2000
First Quarter $2.625 $1.375
1999
Fourth Quarter $2.25 $0.875
Third Quarter $1.50 $0.719
Second Quarter $1.00 $0.75
First Quarter $0.75 $0.375
1998
Fourth Quarter $0.75 $0.437
Third Quarter $1.25 $0.437
Second Quarter $2.00 $1.25
First Quarter $2.75 $1.75
[1] These quotations reflect inter-dealer prices, without retail mark-
up, mark-down or commissions and may not represent actual
transactions.
As of February 16, 2000, the Company has approximately 280
registered shareholders and 280 shareholders who hold their shares in
street name.
The Company has not paid any dividends since its inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any pending or threatened litigation
and to its knowledge, no action, suit or proceedings has been
threatened against its officers and its directors.
<PAGE> 19
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
There have been no disagreements on accounting and financial
disclosures through the date of this Registration Statement.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On November 19, 1997, the Company issued 50,000 shares of common
stock to its directors as compensation for their service on the Board
of Directors and 10,000 shares to Somerville House Management Ltd. for
loaning money to the Company but not in repayment thereof. The shares
were issued pursuant to Section 4(2) of the Securities Act of 1933 (the
"Act"). The shares were sold in a transaction not involving a public
offering.
On November 19, 1997, the Company issued 25,000 shares of common
stock to Arthur Seligman, a member of the Board of Directors, as
compensation for raising $500,000. The shares were issued pursuant to
Section 4(2) of the Act. The shares were sold in a transaction not
involving a public offering.
On November 19, 1997, the Company issued 100,000 to an entity in
consideration of services rendered by said person to the Company. The
total value of the services rendered was $200,000. The shares were
issued pursuant to Section 4(2) of the Act. The shares were sold in
a transaction not involving a public offering.
On June 10, 1999, the Company issued 194,567 shares to the
Somerville House Management Ltd. as partial repayment of outstanding
indebtedness in the amount of $97,283.53. The Company also issued an
additional 250,000 shares to Somerville House Management Ltd. for
services rendered to the Company from 1986. On the same date the
Company issued 280,000 shares of common stock to Thomas H. Fitzgerald,
Jr. in consideration of cash advances of $40,000 made by Mr. Fitzgerald
to the Company. The shares were issued pursuant to Section 4(2) of the
Act. The shares were sold in a transaction not involving a public
offering. On the same date, the Company issued 70,000 shares of common
stock to Arthur Seligman, a member of the Board of Directors in
consideration of advances made to the Company in the amount of $35,000.
All of the shares were issued pursuant to Section 4(2) of the Act. The
shares were sold in a transaction not involving a public offering.
On December 17, 1999, the Company issued 41,000 shares to eight
persons in consideration of services rendered by said persons to the
Company. The total value of the services rendered was $20,500. The
shares were issued pursuant to Section 4(2) of the Act. The shares
were sold in a transaction not involving a public offering.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the State of Montana under certain circumstances
provide for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.
<PAGE> 20
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
The Company's Articles of Incorporation and Bylaws do not contain
any provisions for indemnification as described above.
ITEM 13. FINANCIAL STATEMENTS.
Financial Statements begin on following page.
TABLE OF CONTENTS
AT DECEMBER 31, 1999
PAGE
ACCOUNTANT'S AUDIT REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS,
AUDITED: BALANCE SHEET F-2
STATEMENT OF LOSS AND DEFICIT F-3
STATEMENT OF CASH BALANCES F-4
NOTES TO FINANCIAL STATEMENTS F-5 - F-12
SUPPLEMENTARY FINANCIAL INFORMATION
i) Organization of Company and
Issuance of Common Stock F-13 - F-16
ii) Continuity Schedule of
Net Shareholders' Equity F-17 - F-19
iii) Schedule of Net Administrative
Expense from Inception F-20
<PAGE> 21
STEPHEN CLEAVER
Chartered Accountant
174 Beurling Avenue
Chateauguay, Quebec J6K 3K4
(450) 699-0977
To The Board of Directors and Shareholders
of The O.T. Mining Corporation (a development stage company)
I have audited the accompanying consolidated balance sheet of The
O.T. Mining Corporation (a development stage company) as of December
31,1999 and June 30, 1999 and the related consolidated statement of
loss and deficit and, cash balances for the six months ending December
31,1999 and the years ending June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of The O.T. Mining Corporation (a development stage company) as of
December 31, 1999 and June 30,1999 and the results of its consolidated
operations, and its cash balances for the six months ending December
31,1999 the years ending June 30,1999 and 1998 in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that The O.T. Mining Corporation (a development stage
company) will continue as a going concern. As more fully described in
Note 1, the Company has incurred operating losses since inception and
requires additional capital to continue operations. These conditions
raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are described in
Note 1. The financial statements do not include any adjustments to
reflect the possible effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may
result from the possible inability of The O.T. Mining Corporation (a
development stage company) to continue as a going concern.
/s/ Stephen Cleaver
Stephen Cleaver, CA
February 10, 2000
Chateauguay, Quebec
F-1
<PAGE> 22
THE O.T. MINING COMPANY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
Assets
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
<S> <C> <C>
Current Assets
Cash $ 10,060 $ 38,232
Due from Directors (Note 5d) -0- 40,000
------------ ------------
Total Current Assets 10,060 78,232
Mineral Properties and Mineral
Claims (Note 3a & b) 402,565 402,565
Deferred Expenditures for
Mineral properties (Note 3c) 533,349 529,070
Equity Investment-Mineral
Properties (Note 4) 2,550,572 3,038,824
------------ ------------
Total Assets $ 3,496,546 $ 4,048,691
============ ============
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $ 88,987 $ 53,931
------------ ------------
Total Current Liabilities 88,987 53,931
------------ ------------
Capital Stock
Preferred stock 5,000,000 authorized
$.01 par value. The number of shares
outstanding at December 31, 1999 and
June 30, 1999 is -0- and -0-
respectively.
Capital stock authorized 20,000,000
common shares no par value. At
December 31,1999 and June 30, 1999
the number of shares outstanding
were 5,300,430 and 5,259,430
respectively. 6,022,523 6,002,023
Deficit accumulated during
the development stage (2,614,964) (2,007,263)
------------ ------------
Total Shareholders' Equity 3,407,559 3,994,760
------------ ------------
Total Liabilities and
Shareholders' Equity $ 3,496,546 $ 4,048,691
============ ============
</TABLE>
On behalf of the Board:
/s/ James W. Hess /s/ R. L. Christensen
Director Director
The accompanying notes form an integral part of these financial
statements.
F-2
<PAGE> 23
THE O.T. MINING CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
<TABLE>
<CAPTION>
For the six
months ended For the year For the year
December 31, ended June 30, ended June 30,
1999 1999 1998
<S> <C> <C> <C>
Other Income
Interest $ -0- $ 222 $ 780
Gain on Sale of
JV Properties -0- -0- 195,607
---------- ----------- -----------
-0- 222 196,387
---------- ----------- -----------
Expenses
Bank Charges & Interest 119 116 60
Corporate Services 2,965 7,770 7,531
Director's and
Officers Fees -0- 100,000 95,000
Marketing &
Shareholder Info. 1,850 3,525 18,150
Management Fee (Note 5c) -0- 125,000 19,000
Office, Rent & Facilities 29,662 41,652 42,339
Professional Fees 78,341 17,484 267,260
Travel & Project
Development 6,512 5,348 2,171
----------- ----------- -----------
Total Expenses 119,449 300,895 451,511
----------- ----------- -----------
Net Operating
Loss for Period 119,449 300,673 255,124
Net Loss Namex
Explorations Inc. 488,252 6,558 21,109
----------- ----------- -----------
Loss for Year 607,701 307,231 276,233
Deficit,
beginning of Period 2,007,263 1,700,032 1,423,799
----------- ----------- -----------
Deficit, end of Period $ 2,614,964 $ 2,007,263 $ 1,700,032
=========== =========== ===========
Earnings Per Share
Loss Per Share (0.1154) (0.0678) (0.0630)
=========== =========== ===========
Weighted average number
of outstanding shares 5,266,263 4,531,077 4,387,780
=========== =========== ===========
Fully Diluted Loss
Per Share (0.0772) (0.0328) (0.0317)
=========== =========== ===========
Number of Fully Diluted
Outstanding Shares 7,206,587 6,337,234 5,637,780
=========== =========== ===========
</TABLE>
The accompanying notes form an integral part of these financial
statements.
F-3
<PAGE> 24
THE O.T. MINING CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the six
months ended For the year For the year
December 31, ended June 30, ended June 30,
1999 1999 1998
<S> <C> <C> <C>
CASH FROM OPERATING ACTIVITIES
Net Loss $ (607,701) $ (307,231) $ (276,233)
Non Cash Items:
Net Loss Namex
Explorations Inc. 488,252 6,558 21,109
---------- ---------- ------------
(119,449) (300,673) (255,124)
---------- ---------- ------------
Net Changes in Assets
and Liabilities
Increase in Deferred
Mining Expenses (4,279) (10,769) (25,611)
Increase (Decrease) in
Due From Directors 40,000 (40,000) -0-
Increase (Decrease) in
Accounts Payable 35,056 (7,841) 37,704
---------- ---------- ------------
79,335 (58,610) 12,093
---------- ---------- ------------
Net Cash from Operating
Activities (48,672) (359,283) (243,031)
---------- ---------- ------------
CASH FROM INVESTING ACTIVITIES
Investment In Equity-
Namex Exploration Inc. -0- -0- (3,066,491)
Disposal of Joint Venture
Interests -0- -0- 2,870,884
---------- ---------- ------------
Net Cash from Investing
Activities -0- -0- (195,607)
---------- ---------- ------------
CASH FROM FINANCING ACTIVITIES
Issuance of Common
Shares -0- 75,000 -0-
Common Stock Issued in
Exchange for Outstanding
Liabilities 8,050 97,284 -0-
Common stock distributed
for services rendered 12,450 225,000 351,500
---------- ---------- ------------
Net Cash from Financing
Activities 20,500 397,284 351,500
---------- ---------- ------------
NET INCREASE (DECREASE)
IN CASH (28,172) 38,001 (87,138)
CASH
AT BEGINNING OF PERIOD 38,232 231 87,369
---------- ---------- ------------
CASH AT END OF PERIOD $ 38,232 $ 38,232 $ 231
========== ========== ============
</TABLE>
The accompanying notes form an integral part of these financial
statements.
<PAGE> 25
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 1. Basis of Financial Statement Presentation
These financial statements reflect the consolidated results of
operations of The O.T. Mining Corporation and its wholly owned
subsidiary Working Interest Corporation.
Note 2. Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
Amounts stated in these financial statements are denominated in United
States dollars.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company incurred net losses of $ 2,614,964 for the period from
inception September 15, 1980 to December 31, 1999. These incurred
losses raise substantial doubt about the company's ability to continue
as a going concern. The Company's continuation as a going concern is
wholly dependent upon its ability to obtain adequate financing. The
Company will require substantial additional funds to finance its
ongoing exploration and development activities, on an ongoing basis,
and will have a continuing long-term need to obtain additional
financing. The Company's future capital requirements and the ability
to continue as a going concern is dependent upon its ability to raise
capital, achieve profitable operations from its mining activities, and
a satisfactory regulatory environment governing the development and
operation of mining properties in the State of Montana.
b. Mineral Property, Equipment and Deferred Costs
The Company follows the full cost method of accounting for mineral
properties and mineral claims. Accordingly, all costs associated with
acquisition, exploration, and development of mineral reserves,
including directly related overhead costs, are capitalized.
All capitalized costs of mineral properties including the estimated
future costs to develop proved reserves, will be amortized on the unit-
of-production method using estimates of proved reserves. Investments
in unproved properties and major development projects are not amortized
until proven reserves associated with the projects can be determined
or until impairment occurs. If the results of an assessment indicate
that the properties are impaired, the amount of the impairment is
expensed in the year of determination.
Sales of proved and unproved properties are accounted for as
adjustments of capitalized costs with no gain or loss recognized,
unless such adjustments would significantly alter the relationship
between capitalized costs and proved reserves of minerals, in which
case the gain or loss is recognized in income. All sales or
abandonment or impairments of properties are recorded in the Statement
of Operations, with resulting gain or loss recognized. Write-downs
will be recorded when the carrying value is not supportable.
F-5
<PAGE> 26
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 2. Summary of Significant Accounting Policies - Continued
c. Pervasiveness of Estimates
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
d. Revenue Recognition
Revenue is recognized upon sale of extracted minerals.
Net profits means the gross revenues realized from the sale of all
minerals mined or otherwise produced from commercial production from
the mineral property less amortization of capitalized costs and the
costs and expenses of commercial production. Commercial production
means the extraction, processing, milling and marketing of any minerals
from the mineral properties. In addition to these expenses, Net Profits
will also be adjusted for any carry forward losses from operations from
previous years.
e. Foreign Currency Translation
As at December 31, 1999 and June 30, 1999 all assets, liabilities,
issuance of stock and income statement items were realized in U.S.
dollars. Expenditures and capitalized costs, when incurred in Canadian
dollars are translated at U.S. dollar equivalent at the rate prevailing
at the end of each period.
f. Equity Interest - Mineral Properties
The company uses the equity method to account for its interest in Namex
Exploration Inc. see Note 4.
g. Comparative Figures
Certain of the 1998 amounts presented for comparative purposes have
been reclassified to conform with the presentation adopted in the
current year.
F-6
<PAGE> 27
Note 3. Mining Properties and Mineral Claims
a. Ruby Mines Property and Mineral Claims
By agreement dated July 28, 1980, Ruby Resources, Ltd., acquired from
Fargo Energy Corporation, a related party, five patented and thirty-one
unpatented mining claims consisting of approximately 614 acres, located
in the Lowland Mining District of Jefferson County, Montana, USA. These
claims were acquired with an encumbrance attached thereto, since
discharged by payment of $66,000. On August 13, 1980, Ruby Resources,
Ltd., the parent company, granted a deed to such realty and mineral
claims to O.T. Mining Corp. (formerly Ruby Resources of Montana, Inc.)
in return for 50,000 shares of the company common stock valued at
$102,565. Such shares are presently 400,000 since the company split its
stock at eight shares for each one owned on June 1, 1987.
Mill and Land Property
On March 23, 1988, the Company acquired for $300,000 in Basin,
Jefferson County, Montana, a mill with property of about 27 acres,
including a laboratory building and equipment out of bankruptcy
proceedings of Medalion Mineral, Inc., an unrelated corporation.
c. Deferred Expenditures for Mineral Properties
At December 31, 1999 the Company has incurred cumulative deferred
expenditures of $ 533,349 to maintain and develop the claims to these
properties.
Exploration & Development
Costs Cumulative Totals For the Period Ended
12/31/99 06/30/99 06/30/98
[S] [C] [C] [C]
Assessment & Reports $ 70,706 $ 70,706 $ 70,706
Drilling 52,875 52,875 52,875
Encumbrance Discharge 66,000 66,000 66,000
Engineering 28,376 28,376 28,376
Insurance 37,289 37,289 36,506
Geological 47,463 44,963 44,963
Geophysics 2,571 465 465
Meals & Lodging 2,704 2,704 2,704
Mill Security, Maint.,
& Utilities 109,099 110,034 104,886
Miscellaneous 7,583 7,583 7,583
Property Taxes 68,435 68,527 65,889
Travel 21,397 21,397 21,397
Federal Claims Taxes 18,851 18,151 15,951
--------- --------- ---------
Total $ 533,349 $ 529,070 $ 518,301
========= ========= =========
At December 31,1999, June 30, 1999 and 1998 the Company held five
patented and twenty-two unpatented claims for 479 total acres.
F-7
<PAGE> 28
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 4. Equity Investment - Mineral Properties
On November 19, 1997 the company exchanged all of its assets held as
Joint Venture Mineral Properties for 2,174,816 common shares of NAMEX
Explorations Inc.(NAMEX), formerly New Goldcore Ventures Ltd. The
company recorded a gain on the transaction of $195,607.
At September 30, 1999, this represents 25% of the 8,698,467
(Sept. 30, 1998, 8,278,201) outstanding common shares of NAMEX. NAMEX is
a listed company on the Montreal Stock Exchange. The company's shares
are restricted from transfer on this exchange. The company has two
officers who are directors of NAMEX.
NAMEX recorded a loss of $2,002,982 for the year ending September 30,
1999. The net assets of the company at September 30, 1999 were
9,356,242.
The company has neither guaranteed nor is contingently liable for any
debts of NAMEX.
Note 5. Related Party Transactions
a. Obligations to Affiliated Parties
As per an agreement dated September 1, 1987, the Company agreed to
grant Somerville House a 3% net smelter interest from mining operations
on claims comprising the Ruby Mine in return for expenditures of
$149,857 incurred by the grantor on research, evaluation, reporting,
and administration of the Company's interest in the property.
b. Issuance of Stock
All related parties hold the following interest in the Company's
outstanding common stock:
<TABLE>
<CAPTION>
Total Shares at Total Shares at
12/31/99 Percentage 06/30/99 Percentage
<S> <C> <C> <C> <C>
Officers and Directors 1,455,063 27.45% 1,455,063 27.67%
Somerville House 866,402 16.35% 866,402 16.47%
</TABLE>
c. Managerial and Financial Control
Rosemary L. Christensen is the Secretary and Treasurer of the Company
and is the President of Somerville House Management Ltd.
From time to time Somerville House Management Ltd. discharges current
liabilities on behalf of the corporation. The company periodically
discharges its liability by issuing common stock valued at the lower
of market (National Quotation Bureau) or the company restricted stock
price. During the year ended June 30,1999 the company issued 194,567
(1998 nil) shares of restricted stock valued at $97,284 to discharge
liabilities. The outstanding balance of $58,547 (June 30,1999 $8,191)
is included in the accounts payable balance.
F-8
<PAGE> 29
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 5. Related Party Transactions - Continued
On June 10, 1999 the board of Directors issued 250,000 restricted
common shares valued at $.50 per share to Somerville House Management
Ltd. in recognition for the strategic direction and daily operation
provided to the company from its inception.
d. Due from Directors
During the year directors agreed to make available to the corporation
$75,000 in exchange for 150,000 restricted common shares. Subsequent
to the year end the $40,000 due from Directors was received.
e. Officers/Directors Salaries
No officer of the Company received a salary, however officers and
directors have received limited compensation by issuance of common
stock, as indicated in Note 3c.
f. Leased Office Space
The Company occupies fully equipped office space and receives complete
secretarial services, on a month to month basis, at the offices of
Somerville House Management, Ltd., 4333 Ste. Catherine Street West,
Suite 610, Montreal, Quebec H3Z 1P9 for $5,000 (Can. $) per month,
equivalent to approximately US $3,350.
Note 6. Stock Option Plans
On August 3, 1992, the Company approved the granting of options to Mr.
James Hess to purchase 250,000 shares of common stock at a price of
$1.50 for a term of 5 years. On February 6, 1996, the Company approved
extending the term of the stock option for an additional five years.
No options have been exercised as of December 31, 1999.
On May 12, 1989, the Company approved the granting of options to
certain officers and other employees, upon approval by the board, to
purchase 500,000 shares of common stock at the fair market value per
share at the time the options are granted. During 1997 the board
amended this plan increasing the number of share to 1,000,000 to be
made available under the plan. To date, no options have been granted.
At December 31,1999 the Company has elected not to exercise the
conversion of the reserved shares for the near future.
On June 10, 1999, the Company approved the granting of options to
Somerville House Management Ltd. and Ms. Rosemary Christensen to
purchase 506,157 and 50,000 shares of common stock respectively at a
price of $.50 for a term of 10 years. No options have been exercised
as of December 31, 1999.
On December 10, 1999, the Company approved the granting of options to
Somerville House Management Ltd. to purchase 100,000 shares of common
stock at a price of $.50 for a term of 10 years. No options have been
exercised as of December 31, 1999.
F-9
<PAGE> 30
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 7. Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock
at $.01 par value. The Board of Directors of the Company has the
authority, without further action by the holders of the outstanding
shares of common stock, to issue shares of preferred stock from time
to time in one or more classes or series, and may have such voting
powers, full or limited as fixed by the capital Board of Directors, who
shall fix the terms of any such series or class, including dividend
rights, dividend rates, conversion, exchange, voting rights, and terms
of redemption, the redemption price and the liquidation preference of
such class or series.
At December 31, 1999 and June 30, 1999, there were no shares of
preferred stock outstanding.
Note 8. Income Taxes
The Company provides for the tax effects of the transactions reported
in the financial statements. The provision, if any, consists of taxes
currently due plus deferred taxes related primarily to differences
between the basis of assets and liabilities, if any, represent the
future tax return consequences of those differences, which will either
be taxable or deductible when the assets and liabilities are recovered
or settled. As of June 30, 1999, the Company had no material current
tax liability, deferred tax assets, or liabilities to impact on the
Company's financial position because the deferred tax asset related to
the Company's net operating loss carry forward was fully offset by a
valuation allowance.
At December 31, 1999 and June 1999, the Company has net operating loss
carry forwards for income tax purposes of $2,282,902 and $2,163,453
respectively. This carry forward is available to offset future taxable
income, if any, and expires in the year 2010. The Company's
utilization of this carry forward against future taxable income may
become subject to an annual limitation in the event that there is a
cumulative change in ownership of the Company of more than 50%.
The components of the net deferred tax asset as of December 31,1999
and June 30, 1999 are as follows:
<TABLE>
<CAPTION>
Deferred tax asset:
<S> <C> <C>
Net operating loss December 31, 1999 June 30, 1999
Carry-forward $ 1,141,451 $ 1,081,726
Valuation allowance (1,141,451) (1,081,726)
------------ ------------
Net deferred tax asset $ -0- $ -0-
============ ============
</TABLE>
F-10
<PAGE> 31
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 8. Income Taxes
The company recognized no income tax benefit from the loss generated
in the year ended June 30, 1999. SFAS No. 109 requires that a valuation
allowance be provided if it is more likely than not that some portion
or all of a deferred tax asset will not be realized. The Company's
ability to realize benefit of its deferred tax asset will depend on the
generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the
Company believes that at both December 31, 1999 and June 30, 1999 a
full valuation allowance should be provided.
Note 9. Environmental Obligations
The Company's mining and exploration activities are subject to various
federal and state laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and
are generally becoming more restrictive. The Company conducts its
operations so as to protect the public health and environment and
believes its operations are in compliance with all applicable laws and
regulations. The Company has made, and expects to make in the future,
expenditures to comply with such laws and regulations. The Company
cannot predict such future expenditures.
Note 10. Leases
The Company has no long-term leases.
Note 11. Development Stage Company
The Company is a development stage company with little operating
history. The Company will be dependent upon its ability to raise
additional capital to engage in any business activity. Since its
organization, the Company's activities have been limited to the sale
of common stock in connection with its organization, the acquisition
of the mineral properties, the preparation of a marketing plan, limited
pilot test production, test drillings and samplings and completion of
geological exploration.
Note 12. Pending Legal Proceedings
The Company is not party to any litigation, and to the best of its
knowledge no such actions against the Company have been taken or
threatened.
Note 13. Financial Instruments
The Company's financial instruments consist of cash, advances to
subsidiary and accounts payable. As described in Note 4, due to the
lack of liquidity of the company's investments there exists uncertainty
as the amount the company may realize on these shares. Except for any
adjustment required to the carrying value of the shares of Namex
Explorations Inc., management is of the opinion that the Company is not
exposed to significant interest or credit risks arising from these
financial instruments.
F-11
<PAGE> 32
THE O.T. MINING COMPANY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 14. Uncertainty Due to the Year 2000 Issue
The Year 200 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 when using some systems which use certain
dates in 1999 to represent something other than a date. The effects of
the Year 2000 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 Company, including those related to the efforts of
suppliers or other third parties, will be fully resolved.
F-12
<PAGE> 33
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Organization of Company and Issuance of Common Stock
a. Company History
The O.T. Mining Corporation (the "Company") was formed under the laws
of the State of Montana on September 15, 1980 under the name of Ruby
Resources of Montana, Inc. with an initial capitalization of 50,000
shares of common stock without par value. On May 4, 1987, the Company
amended its certificate of incorporation changing the Company's name
to The O.T. Mining Corporation and amending the total number of shares
of capital stock which the Company is authorized to issue to 7,500,000
shares of stock of which 5,000,000 shares are common stock no par value
and 2,500,000 shares of preferred stock, $.01 par value.
The Company is devoting substantially all of its efforts to explore and
establish new economic ore bodies. Revenues from operations have not
commenced. At present, the Company is in the exploration stage and
there is no assurance that any of its prospects or properties contains
a commercially viable ore body.
b. Issuance of Common Stock
On September 16, 1980, the Company issued 50,000 shares of common stock
to Ruby Resources, Ltd., its parent company, in exchange for certain
patented and unpatented claims in Jefferson County, Montana, with an
accumulated cost of $102,565.
On June 1, 1987, the Company approved a stock split of 8 shares of
common stock for each share outstanding. The outstanding 50,000 common
stock shares were converted to 400,000 common stock shares, and
distributed to shareholders as a shareholder liquidating dividend of
a wholly owned subsidiary.
On June 2, 1987, the Company entered into a joint venture agreement
with the My Turn Syndicate ("My Turn"), a syndicate established in the
province of Quebec, Canada. In exchange for the issuance of 1,700,000
shares of the Company's common stock, valued at $.50 per share for a
total consideration valued at $850,000, the Company obtained a 25%
working interest in mineral claims held by My Turn Syndicate in the
Province of Quebec, Canada. My Turn Syndicates managed by Somerville
House Management Ltd. ("Somerville"). This agreement turned control for
the Company's operations over to Somerville.
On September 28, 1987, the Company issued 20,000 shares of common stock
to International Domesticated Furs, Ltd. (IDF), a related company
(formerly known as Ruby Resources, Ltd.), in settlement of $242,795
(U.S. funds) owed to IDF.
On December 2, 1987, the Company issued 200,000 shares of common stock
to Dominique B.T. Lightbourne of Grand Bahama, Bahamas in consideration
of $500,000.
F-12
<PAGE> 34
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Organization of Company and Issuance of Common Stock Cont'd
On September 23, 1988, the Company issued 1,000 shares of common stock
to Daniel Legros in payment of professional fees of $1,000 and 3,000
shares of common stock to Willis M. Johns in consideration of
professional fees of $3,000.
On June 30, 1989, the Company issued 10,000 shares of common stock to
F.J. Donald Bilodeau, 10,000 shares of common stock to Thomas H.
Fitzgerald Jr., 10,000 shares to Rosemary L. Christensen; 10,000 shares
of common stock to J.R.O. Walli in consideration for Directors fees and
10,000 shares of common stock to Somerville House. Total evaluation
for management services, for the 50,000 issued shares was $50,000.
On March 20, 1991, the Company issued 20,000 shares of common stock to
F.J. Donald Bilodeau; 20,000 shares of common stock to Thomas H.
Fitzgerald Jr.; 20,000 shares of common stock to Rosemary L.
Christensen and 20,000 shares of common stock to J.R.O. Walli in
consideration of fees due the officers and to the Board of Directors
and 20,000 shares to Somerville House for management fees. The 100,000
common stock shares were valued at stock published market price of $.50
per share, for the total amount of $50,000.
On March 30, 1991, the Company issued 500,000 shares of common stock
to the My Turn Syndicate I to purchase a 25% working interest in
mineral claims held by the My Turn Syndicate I. The selling price of
500,000 shares of common stock at a price of $2.50 per share, which was
in excess of the Company's, bid market price.
On August 3, 1992, the Company issued 10,000 shares of common stock to
F.J. Donald Bilodeau, 10,000 shares of common stock to Thomas H.
Fitzgerald Jr., 10,000 shares of common stock to Rosemary L.
Christensen, 10,000 shares of common stock to J.R.O. Walli in
consideration for the officers and the Board of Directors fees and
20,000 shares of common stock to Somerville House for management fees.
The issued shares were valued at market of $.625 per share for a total
price of $43,750.
On February 21, 1994, the Company issued 5,000 shares of common stock
to F.J. Donald Bilodeau, 5,000 shares of common stock to Thomas H.
Fitzgerald Jr., 5,000 shares of common stock to Rosemary L.
Christensen, 5,000 shares of common stock to J.R.O. Walli and 5,000
shares of common stock to Arthur Seligman in consideration of $25,000
in fees to the Board of Directors and 20,000 shares of common stock
valued at $20,000 to Somerville House as an inducement for loans to the
Company-of $207,212-and4,500 shares common stock to Frank A. Raffo in
consideration of $1,500 in services.
On February 21, 1994, the Company sold 10,000 shares of common stock
to Charles S. Cates for $25,000.
F-13
<PAGE> 35
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Organization of Company and Issuance of Common Stock Cont'd
On February 14, 1995, the Company issued 150,000 shares of common stock
for a total consideration to Unisource Financial Group, Inc. a
California corporation as consideration for $150,000 in services
rendered under an agreement dated May 20, 1990.
On February 6, 1996, the Company issued 25,000 shares of common stock
to Thomas H. Fitzgerald Jr. In consideration for services rendered,
10,000 shares of common stock to Rosemary L. Christensen and 10,000
shares of common stock to Arthur Seligman, 20,000 shares of common
stock to Somerville House as an inducement for loans to the Company of
$I 73,43 2; 1,000 shares of common stock to Frank Watkins for services
rendered as a guard at the Basin Mill; 2,500 shares of common stock to
Peter Mejstrick for services as a geologist to the Ruby Mines and 1,000
shares of common stock to Janet Nordwick, C.P.A. in consideration of
accounting services. Total shares of 69,500 were valued at the then
restricted share price of $1.90 per share, for a total value of
$132,050.
During August 1996, the Company sold 273,421 common stock shares
through a private placement at $1.90 per share for total receipts of
$519,500.
On December 31, 1996 the Company exchanged shares for outstanding
liabilities to "My Turn Syndicates I and U" and to Somerville House.
Each receiving respectively 293,805 and 392,637 shares priced at $1.875
per share valued at $550,884 and $736,195 respectively.
On November 19, 1997 the shareholders at a special meeting approved
resolutions to increase the authorized shares of common stock of the
Company from 5,000,000 to 20,0000,000, and to increase the authorized
shares of preferred stock of the Company from 2,500,000 to 5,000,000.
In addition, shareholders approved the transaction by which the
company's wholly owned subsidiary, Working Interest Corporation, will
exchange its 25% working Interest in six Quebec properties for
2,174,816 shares of common stock of New Goldcore Ventures Ltd., which
at the time represented 25% of its outstanding common stock. New
Goldcore Ventures Ltd. subsequently changed it's name to NAMEX
Explorations Inc.
On November 19, 1997 the company issued 10,000 shares of common stock
to each of F.J. Donald Bilodeau, J.R.O.Walli, Rosemary Christensen,
Thomas H. Fitzgerald, Jr. and Arthur Seligman. The company issued
10,000 common shares to Somerville House Management Ltd. for services
provided. The company issued 25,000 shares of common stock to Arthur
Seligman for obtaining three private placements totaling $500,000 in
August 1996 and 100,000 shares of common stock to C R. Associates in
consideration of services rendered from 1987 to June 1997. Total shares
issued of 185,000 were valued at the then restricted share price of
$1.90 per share, for a total value of $351,500.
F-14
<PAGE> 36
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Organization of Company and Issuance of Common Stock Cont'd
On June 10, 1999 the company exchanged 194,567 shares of common stock
for outstanding liabilities to Somerville House of $97,283.53. In
consideration for services rendered, the company issued 250,000 shares
of common stock to Somerville and 200,000 shares of common stock to
Thomas H. Fitzgerald, Jr.. In consideration for advances, the company
issued 80,000 shares of common stock to Thomas H. Fitzgerald, Jr. and
70,000 to Arthur Seligman. Total shares issued of 794,567 were valued
at the then restricted share price of $0.50 per share, for a total
value of $397,284.
CONTINUITY SCHEDULE OF NET SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Common during Net
Stock Stock Development Shareholders'
Date Shares Amount Stage Equity
<S> <C> <C> <C> <C>
9-16-1980 50,000 $ 102,565
Loss at
6-30-1983 $ (71,525) $ 31,040
Stock Split at
6-02-1987 (1) 400,000 102,565
6-01-1987 (2) 1,700,000 850,000 850,000
6-30-1987 (3) 20,000 242,795 242,795
Loss at
6-30-1987 (11,032) (11,032)
--------- ----------- ---------- -----------
6-30-1987 2,120,000 1,195,360 (82,557) 1,112,803
12-2-1987 (4) 200,000 500,000 500,000
Loss at
6-30-1988 (113,175) (113,175)
--------- ----------- ---------- -----------
6-30-1988 2,320,000 1,695,360 (195,732) 1,499,628
9-23-1988 (5) 4,000 4,000 4,000
6-30-1989 (6) 50,000 50,000 50,000
Loss at
6-30-1989 (140,530) (140,530)
--------- ----------- ---------- -----------
6-30-1989 2,374,000 1,749,360 (336,262) 1,413,098
Loss at
6-30-1990 (43,694) (43,694)
--------- ----------- ---------- -----------
6-30-1990 2,374,000 1,749,360 (379,956) 1,369,404
3-20-1991 (6) 100,000 50,000 50,000
3-30-1991 (7) 500,000 1,250,000 1,250,000
Loss at
6-30-1991 (125,678) (125,678)
--------- ----------- ---------- -----------
6-30-1991 2,974,000 3,049,360 (505,634) 2,543,726
<PAGE> 37
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
CONTINUITY SCHEDULE OF NET SHAREHOLDERS' EQUITY
Deficit
Accumulated
Common Common during Net
Stock Stock Development Shareholders'
Date Shares Amount Stage Equity
<S> <C> <C> <C> <C>
Balance forward
6-30-1991 2,974,000 3,049,360 (505,634) 2,543,726
Loss at
6-30-1992 (86,666) (86,666)
--------- ----------- ---------- -----------
6-30-1992 2,974,000 3,049,360 (592,300) 2,457,060
8-03-1992 (6) 70,000 43,750 43,750
Loss at
6-30-1993 (119,059) (119,059)
--------- ----------- ---------- -----------
6-30-1993 3,044,000 3,093,110 (711,359) 2,381,751
2-21-1994 (6) 45,000 45,000 45,000
2-21-1994 (5) 1,500 1,500 1,500
2-21-1994 (8) 10,000 25,000 25,000
Loss at
6-30-1994 (153,890) (153,890)
--------- ----------- ---------- -----------
6-30-1994 3,100,500 3,164,610 (865,249) 2,299,361
2-14-1995 (5) 150,000 150,000 150,000
Loss at
6-30-1995 (219,525) (219,525)
--------- ----------- ---------- -----------
6-30-1995 3,250,500 3,314,610 (1,084,774) 2,229,836
2-06-1996 (5) 25,000 47,500 47,500
2-06-1996 (6) 41,000 77,900 77,900
2-06-1996 (5) 3,500 6,650 6,650
Loss at
6-30-1996 (220,548) (220,548)
--------- ----------- ---------- -----------
6-30-1996 3,320,000 3,446,660 (1,305,322) 2,141,338
12-31-1996 (9) 273,421 519,500 519,500
12-31-1996(10) 293,805 550,884 550,884
12-31-1996(11) 392,637 736,195 735,166
Loss at
6-30-1997 (118,477) (118,477)
--------- ----------- ---------- -----------
6-30-1997 4,279,863 5,253,239 (1,423,799) 3,829,440
11-19-1997 (6) 50,000 95,000 95,000
11-19-1997 (6) 10,000 19,000 19,000
11-19-1997 (6) 25,000 47,500 47,500
11-19-1997 (5) 100,000 190,000 190,000
Loss at
6-30-1998 (276,233) (276,233)
--------- ----------- ---------- -----------
6-30-1998 4,464,863 5,604,739 (1,700,032) 3,904,707
<PAGE> 38
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
CONTINUITY SCHEDULE OF NET SHAREHOLDERS' EQUITY
Deficit
Accumulated
Common Common during Net
Stock Stock Development Shareholders'
Date Shares Amount Stage Equity
<S> <C> <C> <C> <C>
Balance forward
6-30-1998 4,464,863 5,604,739 (1,700,032) 3,904,707
6-10-1999(12) 194,567 97,284 97,284
6-10-1999 (5) 250,000 125,000 125,000
6-10-1999(13) 150,000 75,000 75,000
6-10-1999(12) 200,000 100,000 100,000
Loss at
6-30-1999 (307,231) (307,231)
--------- ----------- ----------- -----------
6-30-1999 5,259,430 $ 6,002,023 $(2,007,263) $ 3,994,760
12-10-1999 (5) 41,000 20,500 20,500
Loss at
12-31-1999 (607,701) (607,701)
--------- ----------- ----------- -----------
12-31-1999 5,300,430 $ 6,022,523 $(2,614,964) $ 3,407,559
--------- ----------- ----------- -----------
</TABLE>
1. Share issuance to shareholders of O.T. Mining, LTD (Formerly Ruby
Resources, LTD) for common stock shares split of 1 for 8 on June
1, 1987 (50,000 converted for stock split to 400,000).
2. Share issuance to My Turn Syndicate for 25% working interest in
Canadian Mineral Properties.
3. Share issuance to International Domesticated Furs Ltd. for
settlement of debt.
4. Sale of shares at $2.50 per share totaling $500,000.
5. Issuance of shares for professional fees priced at lower of market
(National Quotation Bureau) or company restricted stock price.
6. Issuance of shares for Officers and Directors fees priced at lower
of market (National Quotation Bureau) or company restricted stock
price.
7. Issuance of shares for 25% working interest in My Turn Syndicate
for Canadian Mineral Properties.
8. Sale of shares at $2.50 per share totaling $25,000.
9. Sale of shares through private placement at $1.90 per share.
10. Sale of shares to My Turn Syndicates at $1.875 per share for
deferred expense payable to the Syndicates.
11. Sale of shares to Somerville House for advances to corporation
priced at $1.875 per share.
12. Sale of shares to Somerville House for advances to corporation
priced at $0.50 per share.
13. Sale of shares to Directors for advances to corporation priced at
$0.50 per share.
F-17
<PAGE> 39
THE O.T. MINING COMPANY
(A Development Stage Company)
SUPPLEMENTARY INFORMATION TO
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
Schedule of Net Administrative Expenses from Inception
Net general and administrative amounts for the period ending December
31, 1999, June 30, 1999 and, 1998 are as follows:
<TABLE>
<CAPTION>
Cumulative
Amount to
12/31/99 06/30/99 06/30/98 12/31/99
<S> <C> <C> <C> <C>
Bank Charges $ 119 $ 116 $ 60 $ 1,336
Corporate Services 2,965 7,770 7,531 76,137
Leasehold Improvements -0- -0- -0- 418
Management- Somerville -0- 125,000 19,000 268,289
Miscellaneous -0- 678 -0- 811
Office Rent & Facilities 28,365 39,350 38,873 333,953
Printing, Postage
& Stationary -0- -0- 2,922 28,039
Professional Fees 78,341 17,484 255,510 640,246
Secretarial -0- -0- -0- 214,087
Telephone 815 1,215 2,138 37,740
Travel & Project Development 6,512 5,348 2,171 177,195
Courier & Delivery 482 409 1,328 9,615
Marketing & Shareholder Info. 1,850 3,525 15,228 94,563
Directors/Officers' Fees -0- 100,000 95,000 436,750
Incorporation Costs -0- -0- -0- 500
---------- ---------- --------- -----------
Total 119,449 300,895 439,761 $ 2,319,679
---------- ---------- --------- -----------
Other Income
Interest -0- 222 780 17,757
Rental -0- -0- -0- 19,020
---------- ---------- --------- -----------
Total Other Income -0- 222 780 36,777
---------- ---------- --------- -----------
Net Loss from Operations $ 119,449 $ 300,673 $ 438,981 $ 2,282,902
========== ========== ========= ===========
</TABLE>
F-20
<PAGE> 40
PART III
ITEM 15. INDEX TO EXHIBITS.
List of Exhibits.
Exhibit No. Description
3.1 Articles of Incorporation.
3.2 Amended Articles of Incorporation.
3.3 Amended Articles of Incorporation.
3.4 Amended Articles of Incorporation.
3.4 Bylaws.
4.1 Specimen Stock Certificate.
10.1 Mining Claims
27.1 Financial Data Schedule
99.1 Stock Option Plan
<PAGE> 41
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.
THE O. T. MINING CORPORATION
BY: /s/ James W. Hess
James W. Hess, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signatures Title Date
/s/ James W. Hess
James W. Hess President and Director February 23, 2000
/s/ Jack R.O. Walli
Jack R. O. Walli Vice President and February 23, 2000
Director
/s/ Rosemary L. Christensen
Rosemary L. Christensen Secretary, Treasurer, February 23, 2000
Chief Financial Officer,
and Director
/s/ Thomas H. Fitzgerald, Jr.
Thomas H.
Fitzgerald, Jr. Director February 23, 2000
/s/ Arthur Seligman
Art Seligman Director February 23, 2000
<PAGE> 42
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
RUBY RESOURCES OF MONTANA, INC.
A MONTANA CORPORATION
These Articles of Incorporation are executed by the
Undersigned for the purpose of forming a Corporation Under the
Montana Business Corporation Act.
ARTICLE I
The name of this Corporation shall be:
"RUBY RESOURCES OF MONTANA, INC."
ARTICLE II
The period of existence of the Corporation shall be Perpetual.
ARTICLE III
The purposes for which this Corporation is formed are:
To engage in the exploration, prospecting, drilling, mining
and development of minerals of every kind and nature and to engage
in the business of mining, to do each and every thing necessary and
suitable to accomplish the full purposes enumerated herein and in
conformity with the laws of the State of Montana.
ARTICLE IV.
The address of the initial registered office is 27 West
Broadway Street, Butte, Montana, 59701 and the name of the
Registered Agent is Frank Benich, 27 West Broadway Street, Butte,
Montana 59701.
ARTICLE V
The number of directors constituting the original board of
directors shall be three, and the names and addresses of the
persons who are to serve on the initial board of directors are:
Frank Benich
814 Waukesha
Butte, Montana 59701
Rudy Endresse
317 N. Excelsior
Butte, Montana 59701
<PAGE> 43
Stanley Serock
P. 0. Box 987
Solana Beach, California 92075
A change in the number of Directors of this corporation shall be
made by the Bylaws of this Corporation or any amendment thereto.
ARTICLE VI
The name and address of the incorporator of this Corporation
is:
Will J. Johnson
P. 0. Box 987
Solana Beach, California 92075
ARTICLE VII
The authorized capital stock of this Corporation shall be
50,000 shares, without par.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
of August, 1980.
/s/ Will J. Johnson
WILL J. JOHNSON
STATE OF MONTANA )
) ss.
County of Silver Bow )
On this 7th day of August, 1980, before me, the undersigned,
a Notary Public for the State of Montana, personally appeared WILL
J. JOHNSON, to me personally known to be the person described in
and whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate above written.
/s/ illegible
Notary Public for the state of
Montana Residing at Butte, Montana
My Commission expires 12/9/81.
<PAGE> 44
EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
RUBY RESOURCES OF MONTANA, INC.
Pursuant to the provisions of Section 35-1-209, M. C. A. 1979,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Ruby Resources of
Montana, Inc.
SECOND: The following amendments of the Articles of
Incorporation were adopted by the shareholders of the corporation
on March 26, 1987, in the manner prescribed by the Montana Business
Corporation Act:
1. ARTICLE I is hereby amended to read as follows:
"The name of this corporation shall be: 'The O.T.
Mining Corporation'"
2. ARTICLE IV is hereby amended to read as follows:
"The address of the registered office is 406 Fuller
Avenue, Helena, Montana 59601 and the name of the
registered agent is CT Corporation System."
3. ARTICLE VII is hereby amended to read as follows:
"The total number of share of capital stock which
the corporation shall have authority to issue is seven
million five hundred thousand (7,500,000) shares
consisting of five million (5,000,000) shares of Common
Stock, no par value (hereinafter called "Common Stock")
and two million five hundred thousand (2,500,000) shares
of Preferred Stock of the par value of $.01 per share
(hereinafter called "Preferred Stock").
The designation and powers (including voting
powers), preferences and relative, participating,
optional and other special rights, privileges and the
qualifications, limitations or restrictions of each such
class of capital stock are as follows:
(a) Each share of Common Stock shall be entitled to
one vote for each share outstanding at meetings of
shareholders and for all other purposes.
<PAGE> 45
(b) The Preferred Stock may be issued in one or more
series and may have such voting powers, full or limited,
or no voting powers, and such designations, privileges,
preferences and relative, participating, optional or
other special rights and qualifications, limitations or
restrictions thereof, as shall be fixed from time to time
by the Board of, Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and
expressed in the resolutions providing for the issue of
such stock adopted by the Board of Directors, pursuant to
authority expressly vested in it by these provisions.
(c) Any Preferred Stock or series thereof may be
made subject to redemption at such time or times and at
such price or prices as shall be stated in the resolution
or resolutions providing for the issue of such stock
adopted by the Board of Directors as hereinabove adopted.
(d) The holders of Preferred Stock or of any series
thereof, shall be entitled to receive dividends at such
rates, on such conditions and at such times as shall be
stated in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in
such relation to, the dividends payable on any other
class or classes or on any other series of stock, whether
cumulative or non-cumulative, as shall be so stated and
expressed.
(e) The holders of Preferred Stock or any class or
of any series thereof, shall be entitled to such rights
upon the dissolution of, or upon any distribution of the
assets of, the corporation as shall be stated in the
resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors as hereinabove
provided.
(f) Preferred Stock of any class or of any series
thereof may be made convertible into, or exchangeable
for, shares of any other class or of any other series of
the same of any other class or classes of stock of the
corporation, at such price or prices or at such rates of
exchange and with such adjustments as shall be stated or
provided for in the resolution or resolutions providing
for the issue of such stocks adopted by the board of
Directors as hereinabove provided."
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 50,000 shares of capital stock,
without par; and the number of shares entitled to vote thereon was
50,000.
<PAGE> 46
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
None.
FIFTH: The number of shares voted for such amendment was
50,000; and the number of shares voted against such amendment was
0.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: None.
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for the amendment shall be effected, is as follows:
No change.
Dated: March 26, 1987.
RUBY RESOURCES OF MONTANA, INC.
BY: /s/ Dennis G. Crum,
Dennis G. Crum
President
BY: /s/ Lynne O'Harra,
Lynne O'Harra
Secretary
<PAGE> 47
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
I, JIM WALTERMIRE, Secretary of State of the State of Montana,
do hereby certify that the Articles of Amendment to the Articles of
Incorporation of RUBY RESOURCES OF MONTANA, INC., a Montana profit
corporation, duly executed pursuant to the provisions of Section
35-1-210, Montana Code Annotated, have been received in my office
and conform to law.
NOW, THEREFORE, I, JIM WALTERMIRE, as such Secretary of State,
by virtue of the authority vested in me by law, hereby issue this
Certificate of Amendment to the Certificate of Incorporation of
RUBY RESOURCES OF MONTANA, INC., a Montana profit corporation,
changing its name to THE O.T. MINING CORPORATION and attach hereto
a copy of the Articles of Amendment to the Articles of
Incorporation.
IN WITNESS WHEREOF, I have hereunto
set my hand and the affixed the
Great Seal of state of Montana, at
Helena, the Capital, this May 4,
A.D. 1987.
/s/ Jim Waltermire
JIM WALTERMIRE
Secretary of State
<PAGE> 48
EXHIBIT 3.4
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE O.T. MINING CORPORATION
Pursuant to the provisions of section 35-1-209, M.C.A. 1979,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is The O.T. Mining
Corporation.
SECOND: The following amendments of the Articles of
Incorporation were adopted by the shareholders of the corporation
on November 19, 1997, in the manner prescribed by the Montana
Business Corporation Act:
1. The first paragraph of ARTICLE VII is hereby deleted in its
entirety and the following substituted therefor:
"The total number of share of capital stock which the
corporation shall have authority to issue is twenty five
million (25,000,000) shares consisting of twenty million
(20,000,000) shares of Common Stock, no par value (hereinafter
called "Common Stock") and five million (5,000,000) shares of
Preferred Stock of the par value of $.01 per share
(hereinafter called "Preferred Stock")."
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 4,279,863 shares of capital stock,
without par; and the number of shares entitled to vote thereon was
4,279,863.
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
None.
FIFTH: The number of shares voted for such amendment was
3,244,679; and the number of shares voted against such amendment
was 113,014; and the number of shares abstaining was 400.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was: None.
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows: No change. Dated; December 1, 1997
<PAGE> 49
THE O.T. MINING CORPORATION
BY: /s/ James W. Hess
James W. Hess, President
BY: /s/ Rosemary L. Christensen,
Rosemary L. Christensen,
Secretary
<PAGE> 50
EXHIBIT 3.5
BYLAWS
ARTICLE I
OFFICES
Section 1
The registered office shall be located in ________________,
Montana.
Section 2
The corporation may also have offices at such other places both
within and without the State of Montana as the board of directors may
from time to time deter mine or the business of the corporation may
require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1
All meetings of shareholders for the election of directors shall
be held in ___________________, State of ___________________, at such
place as may be fixed from time to time by the board of directors.
Section 2
Annual meetings of shareholders, commencing with the year 19___,
shall be held on the ____________________ if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10 A.
M., at which they shall elect by a plurality vote a board of directors,
and transact such other business as may properly be brought before the
meeting.
Section 3
Written or printed notice of the annual meeting stating the place,
day and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or
the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1
Special meetings of shareholders for any purpose may be held any
purpose at such time and place within or without the State of Montana
as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
<PAGE> 51
Section 2
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the President, the board of directors,
or the holders of not less than one-tenth of all the shares entitled to
vote at the meeting.
Section 3
Written or printed notice of a special meeting stating the place,
day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1
The holders of ____________________ of the shares of stock issued
and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum at all meetings of the shareholders
for the transaction of business except as otherwise provided by statute
or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the
shareholders present in person or represented by proxy shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 2
If a quorum is present, the affirmative vote of a majority of the
shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is
required by law or the articles of incorporation.
Section 3
Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact.
<PAGE> 52
In all elections for directors every shareholder, entitled to vote
shall have the right to vote, in person or by proxy, the number of
shares of stock owned by him, for as many persons as there are
directors to be elected, or to cumulate the vote of said shares, and
give one candidate as many votes as the number of directors multiplied
by the number of his shares of stock shall equal, or to distribute the
votes on the same principle among as many candidates as he may see fit.
Section 4
Any action required to be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE V
DIRECTORS
Section 1
The number of directors shall be Directors need not be residents
of the State of Montana nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at
the annual meeting of the shareholders, and each director elected shall
serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors
shall hold office until the first annual meeting of shareholders.
Section 2
Any vacancy occurring in the board of directors may be filled by
the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected for the unexpired portion of the term
of his predecessor in office.
Any directorship to be filled by reason of an increase in the
number of directors may be filled by the affirmative vote of a majority
of the directors present at a meeting at which a quorum is present. A
director elected to fill a newly created directorship shall serve until
the next election of directors by the shareholders. Any directorship to
be filled by reason of the removal of one or more directors by the
shareholders may be filled by election by the shareholders at the
meeting at which the director or directors are removed.
Section 3
The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the articles of incorporation or by these by-laws
directed or required to be exercise or done by the shareholders.
<PAGE> 53
Section 4
The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the
State of Montana, at such place or places as they may from time to time
determine.
Section 5
The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as
directors, officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1
Meetings of the, board of directors, regular or special, may be
held either within or without the State of Montana.
Section 2
The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or it may
convene at such place and time as shall be fixed by the consent in
writing of all the directors.
Section 3
Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.
Section 4
Special meetings of the board of directors may be called by the
president on _____ days' notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written
request of two directors.
<PAGE> 54
Section 5
Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
the board of directors need be specified in the notice or waiver of
notice of such meeting.
Section 6
A majority of the directors shall constitute a quorum for or the
transaction of business unless a greater number is required by law or
by the articles of incorporation. The act of a majority of the
directors present at any meeting at which a quorum is present shall be
the act of the board of directors, unless the act of a greater number
is required by statute or by the articles of incorporation, if a quorum
shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 7
Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.
Meetings may be held or attended via conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and such
participation constitutes presence in person.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1
The board of directors, by resolution adopted by a majority of the
number of directors fixed by the by-laws or otherwise, may designate
two or more directors to constitute an executive committee, which
committee, to the extent provided in such resolutions, shall have and
exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law.
Vacancies in the membership of the committee shall be filled by the
board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.
<PAGE> 55
ARTICLE VIII
NOTICES
Section 1
Whenever, under the provisions of the statutes or of the articles
of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to
such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be
given by telegram.
Section 2
Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE IX
OFFICERS
Section 1
The officers of the corporation shall be chosen by the board of
directors and shall be a President, a Vice President, a Secretary and
a Treasurer. The board of directors may also choose additional vice-
presidents, and one or more assistant secretaries and assistant
treasurers.
Section 2
The board of directors at its first meeting after each annual
meeting of shareholders shall choose a President, one or more Vice
Presidents, a Secretary and a Treasurer, none of whom need be a member
of the board.
Section 3
The board of directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.
Section 4
The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.
<PAGE> 56
Section 5
The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative
vote of a majority of the board of directors. Any vacancy occurring in
any office of the corporation shall be filled by the board of
directors.
THE PRESIDENT
Section 6
The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the
board of directors, shall have general and active management of the
business of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.
Section 7
He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8
The Vice President, or if there shall be more than one, the Vice
Presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and
exercise the powers of the President and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9
The Secretary shall attend all meetings of the board of directors
and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book
to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the
board of directors, and shall perform such other duties as may be
prescribed by the board of directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such
<PAGE> 57
assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest
the affixing by his signature.
Section 10
The assistant secretary, or it there be more than ones, the
assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11
The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board
of directors.
Section 12
He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such
disbursements, and shall render to the President and the board of
directors, at its regular meetings, or when the board of directors so
requires, an account of all his transactions as treasurer and of the
financial condition of the corporation.
Section 13
If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal
from officer of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the corporation.
Section 14
The assistant treasurer, or, if there shall be more than one, the
assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the board of directors may
from time to time prescribe.
<PAGE> 58
ARTICLE X
CERTIFICATES FOR SHARES
Section 1
The shares of the corporation shall be represented by certificates
or may be uncertificated shares signed by the chairman or vice-chairman
of the board of directors or the President or a Vice President and by
the Treasurer or assistant treasurer or the Secretary or an assistant
secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than
one class there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without
charge, a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued
and, if the corporation is authorized to issue any preferred or special
class in series the variations in the relative rights and preferences
between the shares of each such series so far as the same have been
fixed and determined and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent series.
Section 2
The signatures of the of officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.
LOST CERTIFICATES
Section 3
The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed. When authorizing such issue of
a new certificate, the board of directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms
and conditions as it deems expedient, and may require such indemnities
as it deems adequate, to protect the corporation from any claim that
may be made against it with respect to any such certificate alleged to
have been lost or destroyed.
<PAGE> 59
TRANSFERS OF SHARES
Section 4
Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, a new certificate, shall be issued to the person entitled
thereto, and the old certificate cancelled and the transaction recorded
upon the books of the corporation.
CLOSING OF TRANSFER BOOKS
Section 5
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholder, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board
of directors may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, fifty days. If the
stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholder such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock
transfer books, the board of directors may fix in advance a date as the
record date for any such determination of shareholders, such date in
any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting
is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
REGISTERED SHAREHOLDERS
Section 6
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 to hold liable for calls and
assessments a person registered on its books as the owner of shares,
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 Montana.
<PAGE> 60
LIST OF SHAREHOLDERS
Section 7
The officer or agent having charge of the stock transfer books for
shares of a corporation shall make a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged
in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes
thereof.
ARTICLE XI
GENERAL PROVISIONS
DISTRIBUTIONS
Section 1
Subject to the provisions of the articles of incorporation
relating thereto, if any, distributions may be declared by the board of
directors at any regular or special meeting, pursuant to law.
Distributions may be paid in cash, in property or in shares of the
capital stock, subject to any provisions of the articles of
incorporation
Section 2
Before payment of any distribution, there may be set aside out of
any funds of the corporation available for distributions such sum or
sums as the directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was
created.
CHECKS
Section 3
All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons
as the board of directors may from time to time designate.
FISCAL YEAR
Section 4
The fiscal year of the corporation shall be fixed by resolution of
the board of directors.
<PAGE> 61
SEAL
Section 5
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate
Seal, Montana". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
ARTICLE III
AMENDMENTS
Section 1
These by-laws may be altered, amended, or repealed or new by-laws
may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board.
<PAGE> 62
EXHIBIT 4.1
Number Shares
Common Stock CUSIP 671061 10 9
See reverse for certain definitions
THE O.T. MINING CORPORATION
Incorporated under the laws of the State of Montana
This Certifies that ________________________________ is the
owner of ________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR
VALUE OF THE O.T. MINING CORPORATION
transferable only on the books of the Company by the holder hereof
in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation, as amended from
time to time (copies of which are on file with the Company) to all
of which the holder by acceptance hereof assents. This Certificate
is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
WITNESS the seal of the Company and the signatures of its duly
authorized officers.
SEAL
____________________________ ____________________________
Secretary President
BACK
THE O.T. MINING CORPORATION
A statement of the rights, preferences, privileges and
restrictions granted to, or imposed upon each authorized class or
series of shares, may be obtained without charge from the Secretary
of the Corporation at its principal executive office offices.
The following abbreviations, when used in the inscription on
the fact of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT ________________________ (Custodian) Custodian
________________________ (Minor) under Uniform
Gifts to Minors Act ___________ (State)
<PAGE> 63
For value received, ___________ hereby sell, assign and
transfer unto ____________________________________________ (Please
insert Social Security or other Identifying Number of Assignee)
__________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address including postal zip
code or assigned) ________________________ Shares of the Common
Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________________
Attorney to transfer the said stock on the books of the within
named Company with full power of substitution in the premises.
Dated ______________________
____________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
<PAGE> 64
EXHIBIT 10.1
LOCATION NOTICE/LOCATION CERTIFICATE
of the April 1 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 60 feet North 14 West and 300 feet North 76
East from the point of location. From the point of
beginning the claim boundary runs: 1,500 feet in a South 14
East direction; then 600 feet in a South 76 West direction;
then 1,500 feet in a North 14 West direction; then 600 feet
in a North 76 East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 400 feet South and 3,700 feet West of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West and South.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 65
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the April 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:30 a.m. and recorded in Book 75 of lodes,
page 668. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 66
LOCATION NOTICE/LOCATION CERTIFICATE
of the April 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 470 North 14 West and 300 feet North 76 East
from the point of location. From the point of beginning the
claim boundary runs: 1,500 feet in a South 14 East
direction; then 600 feet in a South 76 West direction; then
1,500 feet in a North 14 West direction; then 600 feet in a
North 76 East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 600 feet South and 3,050 feet West of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the South.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 67
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the April 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:31 a.m. and recorded in Book 75 of lodes,
page 669. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 68
LOCATION NOTICE/LOCATION CERTIFICATE
of the April 3 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 250 North 14 West and 300 feet North 76 East
from the point of location. From the point of beginning the
claim boundary runs: 1,500 feet in a South 14 East
direction; then 600 feet in a South 76 West direction; then
1,500 feet in a North 14 West direction; then 600 feet in a
North 76 East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 300 feet South and 2,550 feet West of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the East.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 69
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the April 3 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:32 a.m. and recorded in Book 75 of lodes,
page 670. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 70
LOCATION NOTICE/LOCATION CERTIFICATE
of the Triplet Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 350 North 37 degrees 38 feet West and 300 feet
North 52 degrees 22 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 37 degrees 38 feet East direction; then
1,100 feet in a South 52 degrees 22 feet West direction;
then 600 feet in a North 37 degrees 38 feet West direction;
then 1,100 feet in a North 52 degrees 22 feet East direction
to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 1,650 feet South and 2,000 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on all sides.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 71
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Triplet lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:33 a.m. and recorded in Book 75 of lodes,
page 671. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 72
LOCATION NOTICE/LOCATION CERTIFICATE
of the Triplet 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 3 degrees 25 feet East and 1,150 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 3 degrees 25 feet West direction; then 1,300
feet in a North 81 degrees 33 feet West direction; then 600
feet in a North 3 degrees 25 feet East direction; then 1,300
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 2,250 feet South and 3,450 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on all sides.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 73
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Triplet 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:34 a.m. and recorded in Book 75 of lodes,
page 672. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 74
LOCATION NOTICE/LOCATION CERTIFICATE
of the Lowland 3 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 550 North 3 degrees 25 feet East and 350 feet
South 86 degrees 35 feet East from the point of location.
From the point of beginning the claim boundary runs: 1,500
feet in a South 3 degrees 25 feet West direction; then 600
feet in a North 86 degrees 35 feet West direction; then
1,500 feet in a North 3 degrees 25 feet East direction; then
600 feet in a South 86 degrees 35 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,200 feet South and 3,400 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West, North and East.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 75
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Lowland 3 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:35 a.m. and recorded in Book 75 of lodes,
page 673. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 76
LOCATION NOTICE/LOCATION CERTIFICATE
of the Lowland 4 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 1,420 North 3 degrees 25 feet East and 170 feet
South 86 degrees 35 feet East from the point of location.
From the point of beginning the claim boundary runs: 1,500
feet in a South 3 degrees 25 feet West direction; then 600
feet in a North 86 degrees 35 feet West direction; then
1,500 feet in a North 3 degrees 25 feet East direction; then
600 feet in a South 86 degrees 35 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 5,550 feet South and 3,400 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 77
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Lowland 4 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:36 a.m. and recorded in Book 75 of lodes,
page 674. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 78
LOCATION NOTICE/LOCATION CERTIFICATE
of the Lowland 5 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 1,350 North 3 degrees 25 feet East and 300 feet
South 86 degrees 35 feet East from the point of location.
From the point of beginning the claim boundary runs: 1,500
feet in a South 3 degrees 25 feet West direction; then 600
feet in a North 86 degrees 35 feet West direction; then
1,500 feet in a North 3 degrees 25 feet East direction; then
600 feet in a South 86 degrees 35 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 5,500 feet South and 3,000 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 79
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Lowland 5 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:37 a.m. and recorded in Book 75 of lodes,
page 675. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 80
LOCATION NOTICE/LOCATION CERTIFICATE
of the Lowland 1 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 8 degrees 27 feet East and 1,300 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 8 degrees 27 feet West direction; then 1,500
feet in a North 81 degrees 33 feet West direction; then 600
feet in a North 8 degrees 27 feet East direction; then 1,500
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,500 feet South and 2,900 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the North.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 81
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Lowland 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:38 a.m. and recorded in Book 75 of lodes,
page 676. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 82
LOCATION NOTICE/LOCATION CERTIFICATE
of the Lowland 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 8 degrees 27 feet East and 350 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 8 degrees 27 feet West direction; then 750
feet in a South 81 degrees 33 feet West direction; then 600
feet in a North 8 degrees 27 feet East direction; then 750
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 4,000 feet South and 3,000 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 83
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Lowland 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:40 a.m. and recorded in Book 75 of lodes,
page 677. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 84
LOCATION NOTICE/LOCATION CERTIFICATE
of the June 1 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 8 degrees 27 feet East and 700 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 8 degrees 27 feet West direction; then 1,500
feet in a South 81 degrees 33 feet West direction; then 600
feet in a North 8 degrees 27 feet East direction; then 1,500
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 4,250 feet South and 1,900 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 85
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the June 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:41 a.m. and recorded in Book 75 of lodes,
page 678. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 86
LOCATION NOTICE/LOCATION CERTIFICATE
of the June 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 8 degrees 27 feet East and 700 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 8 degrees 27 feet West direction; then 1,500
feet in a North 81 degrees 33 feet West direction; then 600
feet in a North 8 degrees 27 feet East direction; then 1,500
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 4,900 feet South and 2,050 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 87
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the June 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:42 a.m. and recorded in Book 75 of lodes,
page 679. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 88
LOCATION NOTICE/LOCATION CERTIFICATE
of the June 3 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 North 8 degrees 27 feet East and 700 feet
South 81 degrees 33 feet East from the point of location.
From the point of beginning the claim boundary runs: 600
feet in a South 8 degrees 27 feet West direction; then 1,500
feet in a North 81 degrees 33 feet West direction; then 600
feet in a North 8 degrees 27 feet East direction; then 1,500
feet in a South 81 degrees 33 feet East direction to the
point of beginning.
The discovery monument where this notice is posted is situated
approximately 5,450 feet South and 2,150 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 89
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the June 3 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:43 a.m. and recorded in Book 75 of lodes,
page 680. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 90
LOCATION NOTICE/LOCATION CERTIFICATE
of the Ruby 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 600 North 37 degrees 18 feet West and 300 feet
North 52 degrees 42 feet East from the point of location.
From the point of beginning the claim boundary runs: 1,500
feet in a South 37 degrees 18 feet East direction; then 600
feet in a South 52 degrees 42 feet West direction; then
1,500 feet in a North 37 degrees 18 feet West direction;
then 600 feet in a North 52 degrees 42 feet East direction
to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,900 feet South and 1,300 feet West of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the North, East and
Southwest.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 91
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Ruby 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:44 a.m. and recorded in Book 75 of lodes,
page 681. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 92
LOCATION NOTICE/LOCATION CERTIFICATE
of the Ruby 1 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 1,350 feet North 10 West and 300 feet North 52
degrees 42 feet East from the point of location. From the
point of beginning the claim boundary runs: 1,500 feet in a
South 10 East direction; then 600 feet in a South 52 degrees
42 feet West direction; then 1,500 feet in a North 10
degrees West direction; then 600 feet in a North 52 degrees
42 feet East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 6,000 feet South and 500 feet West of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the North, East and West.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 93
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Ruby 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:45 a.m. and recorded in Book 75 of lodes,
page 682. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 94
LOCATION NOTICE/LOCATION CERTIFICATE
of the Pat 1 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 12, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 feet North and 100 feet East from the point
of location. From the point of beginning the claim boundary
runs: 600 feet in a South direction; then 1,500 feet in a
West direction; then 600 feet in a North direction; then
1,500 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 2,800 feet South and 1,150 feet East of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West and Northwest.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 95
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Pat 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:46 a.m. and recorded in Book 75 of lodes,
page 683. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 96
LOCATION NOTICE/LOCATION CERTIFICATE
of the Ruby 3 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 11 and 12, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 100 feet North and 100 feet East from the point
of location. From the point of beginning the claim boundary
runs: 1,500 feet in a South direction; then 600 feet in a
West direction; then 1,500 feet in a North direction; then
600 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,200 feet South and 250 feet West of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West, South and
Southeast.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 97
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Ruby 3 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:47 a.m. and recorded in Book 75 of lodes,
page 684. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 98
LOCATION NOTICE/LOCATION CERTIFICATE
of the Pat 0 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 12, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 75 feet North and 300 feet East from the point
of location. From the point of beginning the claim boundary
runs: 1,500 feet in a South direction; then 600 feet in a
West direction; then 1,500 feet in a North direction; then
600 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,175 feet South and 350 feet East of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the South.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 99
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Pat 0 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:48 a.m. and recorded in Book 75 of lodes,
page 685. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 100
LOCATION NOTICE/LOCATION CERTIFICATE
of the Pat 2 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 12, T5N, R7W, Lowland Creek
mining district, Jefferson County, Montana, was located for all
minerals contained therein and all mineral rights, apex rights,
with all dips, spurs, angles and variations, together with all
water and timber and other rights appurtenant, granted by the
laws of the State or of the Federal Government of the United
States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 50 feet North and 300 feet East from the point
of location. From the point of beginning the claim boundary
runs: 1,500 feet in a South direction; then 600 feet in a
West direction; then 1,500 feet in a North direction; then
600 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 3,150 feet South and 950 feet East of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West and Northwest.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 101
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Pat 2 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:49 a.m. and recorded in Book 75 of lodes,
page 686. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 102
LOCATION NOTICE/LOCATION CERTIFICATE
of the Jim 5 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 12 and 13, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 875 feet North and 300 feet East from the point
of location. From the point of beginning the claim boundary
runs: 900 feet in a South direction; then 600 feet in a West
direction; then 900 feet in a North direction; then 600 feet
in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 5,475 feet South and 950 feet East of the Northeast
corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 103
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Jim 5 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:50 a.m. and recorded in Book 75 of lodes,
page 687. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 104
LOCATION NOTICE/LOCATION CERTIFICATE
of the Jim 6 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 13 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 feet North and 25 feet East from the point
of location. From the point of beginning the claim boundary
runs: 600 feet in a South direction; then 1,500 feet in a
West direction; then 600 feet in a North direction; then
1,500 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 5,800 feet South and 1,225 feet East of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West and North.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 105
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Pat 1 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:51 a.m. and recorded in Book 75 of lodes,
page 688. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<PAGE> 106
LOCATION NOTICE/LOCATION CERTIFICATE
of the Jim 7 Lode Claim.
I, Sheila Kluck, locator and agent for the claimant, The O.T.
Mining Corp., 4115 Sherbrooke St. West, Montreal, Quebec, hereby
certify that on the 8th day of October, 1994, the above named
mining claim situated in Section 13 and 14, T5N, R7W, Lowland
Creek mining district, Jefferson County, Montana, was located for
all minerals contained therein and all mineral rights, apex
rights, with all dips, spurs, angles and variations, together
with all water and timber and other rights appurtenant, granted
by the laws of the State or of the Federal Government of the
United States. On that day, this document or a duplicate was
conspicuously posted at the points of location.
SEE MAP SUBMITTED TO BLM.
The orientation of the claim and its position in respect to
adjacent claims are shown in the sketch. The point of
beginning is 300 feet North and 25 feet East from the point
of location. From the point of beginning the claim boundary
runs: 600 feet in a South direction; then 1,500 feet in a
West direction; then 600 feet in a North direction; then
1,500 feet in a East direction to the point of beginning.
The discovery monument where this notice is posted is situated
approximately 6,400 feet South and 1,225 feet East of the
Northeast corner of Section 11.
Each corner is either a blazed tree, 4 x 4 foot post or other
conspicuously constructed and labeled monument.
The claim overlaps patented claims on the West.
STATE OF MONTANA COUNTY OF MISSOULA
The person(s) who's signature appears below, of lawful age and a
citizen of the United States, having identified himself/herself
to me, on oath says that he/she is the locator of the mining
claim for which the name, location and description are provided
on this form. He/she certifies that the location is made in good
faith and in compliance with the laws of the United States and
the State of Montana and that the above information is true of
his/her knowledge.
/s/ Sheila Kluck
Signature of locator
<PAGE> 107
Signed and sworn before me on the 16th day of November, 1994,
Notary Public for the State of Montana residing at Missoula.
My commission expires on August 20, 1998.
/s/ illegible
Signature of Notary Public or witness
This Certificate of Location of the Jim 7 lode mining claim,
Jefferson County, Montana was filed for records on the 21st day
of November, 1994, at 9:52 a.m. and recorded in Book 75 of lodes,
page 689. Fee $6.00
/s/ Bonnie Ramey BY: _________________________
County Recorder Deputy
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at June 30, 1999 Audited and
December 31, 1999 (Unaudited) and the Consolidated Statement of Income for the
year ended June 30, 1999 and six months ended December 31, 1999 (Unaudited) and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-2000
<PERIOD-END> JUN-30-1999 DEC-31-1999
<CASH> 38,232 10,060
<SECURITIES> 3,038,824 2,550,572
<RECEIVABLES> 40,000 0
<ALLOWANCES> 0 0
<INVENTORY> 402,565 402,656
<CURRENT-ASSETS> 78,232 10,060
<PP&E> 529,070 533,349
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 4,048,691 3,496,546
<CURRENT-LIABILITIES> 53,931 88,987
<BONDS> 0 0
0 0
0 0
<COMMON> 6,002,023 6,022,523
<OTHER-SE> (2,007,263) (2,614,964)
<TOTAL-LIABILITY-AND-EQUITY> 4,048,691 3,496,546
<SALES> 0 0
<TOTAL-REVENUES> 222 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 300,779 119,330
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 116 119
<INCOME-PRETAX> (300,673) (119,449)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> (6,558) (448,252)
<CHANGES> 0 0
<NET-INCOME> (307,231) (607,701)
<EPS-BASIC> (0.067) (0.115)
<EPS-DILUTED> (0.032) (0.077)
</TABLE>
<PAGE> 108
EXHIBIT 99.1
1997 INCENTIVE STOCK OPTION PLAN
OF
THE O.T. MINING CORPORATION
1. Purpose. The purpose of The O.T. MINING CORPORATION 1997
Incentive Stock Option Plan (the "Plan") to advance the interest of The
O.T. Mining Corporation, (the "Corporation"), by encouraging and
enabling the acquisition, through options granted under the Plan, of a
personal and financial interest in the Corporation by certain officers
and other employees of the Corporation or its subsidiaries or
affiliates who are involved in the conduct of the operations thereof
and by enabling the Corporation or its subsidiaries or affiliates, to
retain present employees, to compete effectively with other enterprises
for the services of new employees and to stimulate the efforts of said
employees on their employer's behalf.
2. Administration.
(a) The Plan shall be administered by the Board of Directors
of the Corporation (the "Board"), subject to and in accordance with the
following provisions.
(b) The Board shall have the power, subject to and within
the limitations of express provisions of the Plan:
(i) to determine from time to time which of the eligible
persons designated in Paragraph 3 hereof shall be granted Options
under the Plan and the time or times when and the number of shares
for which Options shall be granted them;
(ii) to construe and interpret the Plan and to define the
terms used therein, to prescribe and establish, amend, rescind and
revoke rules and regulations relating to the administration of the
Plan;
(iii) to determine the duration and purposes of leaves of
absence which may be granted to Optionees, as hereinafter defined,
without constituting the termination of their employment for
purposes of the Plan;
(iv) pursuant to and in the exercise of the powers contained
herein, to correct any defect or supply any omission, or reconcile
any inconsistency in the Plan or any Option agreement, in the
manner and to the extent it shall deem necessary or expedient to
make the Plan effective;
(v) to prescribe the terms and Provisions (not inconsistent
with the Plan) of each Option granted under the Plan (which need
not be identical); and
<PAGE> 109
(vi) to make all other determinations necessary or advisable
for the administration of the Plan and to exercise such power and
to perform such actions deemed necessary to promote the best
interests of the Corporation with respect to the Plan.
The Board shall have the final power to determine all questions of
policy which may arise in administration of the Plan and such
determinations of the Board in the matters referred to in the foregoing
or otherwise in the Plan shall be conclusive and binding upon the
applicable parties. All power and authority of the Board and all
determinations made by the Board, as referred to in this Plan, shall be
exercisable by the Board in its sole discretion.
(c) The Board shall consist of all members of the Board of
Directors of the Corporation provided, however, the selection of any
member of the Board for receiving an option or the determination of the
number of maximum number of shares of stock which may be allocated to
any such member of the Board shall be exercised only as follows:
(i) by the Board of Directors; or
(ii) by or only in accordance with the recommendations of the
Committee, as hereinafter described, having full authority to act
in the matter. Furthermore, matters pertaining to Options to be
granted to officers who are not also directors shall be determined
solely by the Board or by a Committee of three or more persons
having full authority to act in the matter, all of which members
of the Committee shall be members of the Board.
(d) The Board, by resolution, may delegate the
administration of the Plan to three or more members of the Board (the
"Committee"). If administration is delegated as aforesaid, the
Committee shall have, in connection with the administration of the
Plan, the powers theretofore possessed by the Board in its capacity as
the administrator of the Plan, subject, however, to the exercise of
such power not being inconsistent with the provisions of the Plan as
from time to time may be adopted by the Board and subject to the final
power of the Board to determine all questions of policy in
administration of the Plan. The Board at any time by resolution, may
abolish the Committee and revest the administration of the Plan in the
Board.
(e) The Board shall hold its meetings at such times and such
places as it deems advisable and a majority of its members shall
constitute a quorum. All actions of the Board shall be taken by
majority vote of its members of the Board entitled to vote upon the
matter before it, in lieu of a meeting, any such action may also be
taken by the written consent of all members of the Board entitled to
vote on the matters before it.
<PAGE> 110
3. Eligibility.
(a) General Rule. "Participant" shall be defined to mean
those persons who are employed by or serve the Corporation or its
subsidiaries or affiliates, as an officer or other employee (whether or
not they are directors or otherwise compensated), but shall not include
members of the Board of Directors of the Corporation or of any of its
subsidiaries or affiliates unless said member is also an officer or
other employee of the Corporation or its subsidiaries or affiliates.
"Optionee" shall be defined to mean a Participant who, as a valued
officer or employee of the corporation or its subsidiaries or
affiliates, has been selected for and granted an option or options by
the Board in accordance with the provisions of the Plan. Only
Participants shall be deemed eligible to be selected as Optionees and
receive Options under the Plan. Any Participant may be granted more
than one Option by the Board. Nothing contained in the Plan, nor in any
Option granted pursuant to the Plan, shall be deemed or construed as
imposing upon the Corporation, or any of its subsidiaries or
affiliates, an obligation or responsibility to continue the affiliation
or employment of any Optionee or Participant nor limit in any way the
right to the Corporation or its subsidiaries or affiliates, as
applicable, to terminate the Optionee's or Participant's employment or
position with the Corporation or its subsidiaries or affiliates nor
confer upon of be construed as permitting an Optionee or Participant
any right to continue in the employ or service of the Corporation or
any of its subsidiaries or affiliates nor to interfere in any way with
the right of the Corporation or any of its subsidiaries or affiliates
to reduce any Optionee's or Participant's compensation and benefits
from that existing from time to time, including that as existing at the
time of the adoption of the Plan or of the granting of any Option. So
long as an Optionee shall continue to serve or be employed by the
Corporation or its subsidiaries or affiliates, his Option shall not be
affected by any change of duty, position or by any temporary leave of
absence approved by the Board.
(b) 10 Percent Shareholder Rule.
(i) In general. Options may not be granted to any individual
employed by the Corporation if such individual, at the time the
Option is granted, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock
of the Corporation.
(ii) Exception. Subparagraph (i) shall not apply if at the
time the Option is granted the option price is at least one
hundred and ten percent (110%) of the fair market value of the
stock subject to the Option and such Option by its terms is not
exercisable after the expiration of five (5) years from the date
such Option is granted.
4. Terms and Conditions of Options. The Board may, from time to
time grant to eligible Participants, Options to purchase Stock in
accordance with the provisions of the Plan and upon such other terms
and conditions that are not inconsistent with the provisions and
<PAGE> 111
purposes of the Plan. The Board shall determine the number of shares,
if any, to be granted in any year (subject to the limitation set forth
in Paragraph 5 hereof), the Participants to whom such Options shall be
granted, the number of shares to be granted to each Participant
selected by the Board (subject to the limitations set forth in
Paragraph 5 hereof), and all other matters pertaining thereto. All
Options granted pursuant to the Plan shall be evidenced by Option
agreements which need not be identical but which shall be made by the
Board in accordance with the following provisions:
(a) Grant. Options granted pursuant to this Plan shall be
granted within ten (10) years from the date this Plan is adopted or the
date the Plan is approved by the stockholders of the corporation,
whichever is earlier.
(b) Price. The Option price per share shall not be less than
the "fair market value per share" of the stock on the date such Option
is granted as determined by the Board. The Price per share shall be
subject to adjustment, as applicable, under Paragraph 7 hereof. All
price computations shall be subject to the final determination of the
Board which shall be conclusive upon all parties and the Board shall
further have the right to establish different methods of computations
of "fair market value per share" if the circumstances shall make the
foregoing methods impractical or if the Board shall determine that a
different method shall be appropriate and equitable.
(i) Fair Market Value. For purposes of this Plan, the term
"fair market value per share" shall be as determined in good faith
by the Board or Committee, after consideration of all relevant
facts, or if applicable, defined to mean the average of the mean
between the closing dealer bid and ask prices as quoted on NASDAQ
or by the National Association of Security Dealers for each of the
five (5) preceding days on which such stock was traded in the
over-the-counter market, including the day of grant, or in lieu
thereof, if the stock is listed on the New York or American stock
exchanges or other generally recognized exchanges as determined by
the Board, the average of the closing prices on such exchange or
exchanges on each of the last five (5) days on which such stock
was traded, which shall include the day of the grant.
(ii) Payment. The purchase price of the stock sold pursuant
to an option shall be paid in cash or in such other manner as may
be determined by the Board.
(c) Non-Transferability of Options. Options shall not be
transferred nor assigned except by will or by laws of descent and
distribution. During the lifetime of the Optionee, only the Optionee
may exercise his option. if the Optionee shall die, his option shall be
exercised only by his personal representative or administrator of his
rights under such Option is passed by will or under the laws of descent
or distribution as applicable. Except as provided above, the Option
shall not be transferred, pledged or hypothecated in any way; shall not
be assigned by operation of law; and shall not be subject to execution,
attachment, or similar process.
<PAGE> 112
(d) Exercise. The terms and conditions relating to the exercise
of the Option and the manner of exercise shall be established by the
Board, provided, however that;
(i) Termination of Employment. Immediately upon termination
of the Optionee's employment with the Corporation or any of its
subsidiaries or affiliates, as applicable, all rights of the
Optionee to exercise such Option shall then lapse, cease, and be
terminated, unless the Board shall have provided expressly to the
contrary by incorporating exceptions in the Optionee's Option
agreement in accordance with and as limited by the following
provisions (A) through (C):
(A) Retirement or Disability. The Board may provide in
the option agreement for a period not exceeding any three (3)
months during which the Optionee shall have the right to
exercise his Option following termination of employment, to
the extent such Option was exercisable by the Optionee
immediately prior to the termination of his employment, if
the Optionee's employment was terminated because of
retirement under any pension or retirement plan of the
Corporation or any of its subsidiaries or affiliates, or with
the approval of the Board or because of disability, as
determined by the Board.
(B) Death. The Board may provide in the option
agreement, for a period not exceeding one (1) year, during
which, if an Optionee's employment is terminated by his
death, the person or persons to whom such Optionee's rights
under such Options shall pass by applicable laws of descent
and distribution, or his estate, as applicable, shall have
the right to exercise such Option to the extent such option
was exercisable by the Optionee immediately prior to his
death.
(C) Termination for Other Than Cause. The Board may
provide in the Option agreement for a period not exceeding
ninety (90) days during which the Optionee shall be entitled
to exercise his option to the extent such Option was
exercisable by the Optionee immediately prior to the date of
his termination if the Optionee's employment was terminated
by resignation or discharge other than for cause, as
determined by the Board. Except as provided to the contrary
by the Board in accordance with the provisions permitted in
subparagraphs (A), (B) and (C) above, all rights of Optionee
to exercise any Option to any shares whatsoever shall cease
and terminate upon termination of Optionee's employment,
irrespective of whether, after such termination, the Optionee
may receive payment or other benefits from the Corporation or
its subsidiaries or affiliates for vacation, termination, or
other services rendered prior to termination, for services on
the day on which such termination occurred, for salary in
lieu of notice, or for any other reason whatsoever. For
purposes of this Paragraph, termination of employment of the
<PAGE> 113
Optionee shall be deemed to have occurred immediately upon
the Optionee's receipt or mailing to him of notice or advice
from his employer that his employment is terminated or upon
receipt by employer of such Optionee's notification or advice
of his resignation, or upon his death, whichever shall first
occur. No Option shall be exercisable subsequent to
termination of employment for the purchase of shares for
which the right to purchase did not accrue prior to
termination of employment unless expressly determined to the
contrary by the Board.
(ii) Expiration Date. All Options granted herein must be
exercised prior to the expiration date of the Option.
(iii) Option Period. No Option shall 1 be exercisable after
the expiration of ten shall be years from the date such Option is
grant granted.
(iv) Employment. Every Option granted under this Plan shall
contain a provision that such Option shall not be exercisable
until the Optionee has completed twelve (12) months of continuous
employment with the Corporation subsequent to the date such Option
is granted.
(v) Notice of Exercise. To the extent that the right to
purchase shares has accrued thereunder, Options may be exercised
from time to time by notice to the Corporation, as the Board may
prescribe or approve, stating the number of shares for which the
Option is being exercised. The date the notice is received by the
Corporation shall be the exercise date. Any cash payment and
other appropriate evidence of payment for the shares purchased
under the terms of the Option shall be made within five (5)
business days after the exercise date. At the time of such
payment, or as soon as reasonable thereafter, the Corporation
shall deliver a certificate or certificates fo the shares of stock
purchased to the applicable Optionee and shall pay any transfer or
issue tax therefor.
(e) Number of Shares. The number of shares granted for each
Option shall be determined by the Board but shall not be less than
fifty (50) shares and, furthermore, no Option may be exercised for the
purchase of less than twenty-five (25) shares at any one time unless,
by virtue or such exercise, the balance of all unpurchased shares
available to be purchased under the Option are then purchased. No
fractional shares shall be issued.
(f) Non-Transferability of Stock Acquired. The Board shall
have the right to impose, as a condition of purchasing the stock under
any Option granted hereunder, restrictions on the transfer of shares
acquired through the exercise of such Option.
(g) Other Terms and Conditions. Options may contain such
other provisions which may not be inconsistent which any of the
foregoing terms as the Board shall determine to be appropriate.
<PAGE> 114
5. Annual Limit. The aggregate fair market value (determined as
of the time the Option is granted) of the stock for which any employee
may be granted Options in any calendar year (under all incentive stock
option plans of the Corporation and its subsidiaries or affiliates)
shall have no monetary limitation except such as may be adopted by the
Board to meet any requirements of the Internal Revenue Code of 1954, as
amended, or regulations promulgated thereunder by the Internal Revenue
Service.
6. Shares Available. The shares of common stock of the
Corporation ("Common Stock" or "Stock") available for the grant of
Option sunder the Plan shall consists of the Corporation's authorized
but unissued Common Stock held in or acquired for its treasury or the
number of kinds of shares of stock or other securities which shall be
substituted for said shares or to which said shares shall be adjusted
as provided in Paragraph 7. The total number of shares for which
Options may be grated shall not exceed 1,000,000. The number of shares
with respect to which Option rights may be granted to any one person
under any and all Option which are issued to such person by the
Corporation pursuant to the Plan shall not exceed the maximum number
permitted by the Internal Revenue Code of 1954, as amended, or
regulations promulgated thereunder by the Internal Revenue Service nor
shall the annual limit provided for in Paragraph 5 be exceeded. The
limitations established by each of the preceding sentences (other than
the limit provided for in Paragraph 5) shall be subject to adjustment
as provided in Paragraph 7 of the Plan. In the event that any
outstanding Option under the Plan for any reason shall lapse, expire or
terminate, the shares of Common Stock allocable to the unexercised
portion of such Option may be made available for the granting of an
Option under the Plan without being deemed to cause a reduction in the
balance of shares available for the granting of Options.
7. Adjustments Upon Changes in Capitalization.
(a) If the shares of the Corporation's common stock as a
whole are increased, decreased or changed into, or exchanged for, a
different number or kind of shares or securities, whether through
merger, consolidation, separation, reorganization, recapitalization,
reclassification stock dividend, stock split, reverse split,
combination of shares, exchange of shares, change in corporate
structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kinds of shares subject to unexercised
Options or portions thereof granted prior to any such change and in all
other numbers of shares provided for herein. Any such adjustment in an
outstanding Option, however, shall be made without a change in the
total price applicable to the unexercised portion of the Option but
with a corresponding adjustment in the price for each share covered by
the Option.
(b) Notwithstanding the foregoing, upon dissolution or
liquidation of the Corporation, or upon a reorganization, merger or
consolidation or other change in corporate structure in which the
Corporation is not the surviving corporation, or pursuant to which the
Corporation becomes a more than fifty percent (50%) subsidiary of
<PAGE> 115
another corporation, or upon the sale of substantially all of the
property of the Corporation to another corporation, the Options issued
hereunder shall terminate, unless provision was made by the Board in
the Option agreement granted by the Board or is made in connection with
such transaction for the assumption of Options theretofore granted, or
for the substitutions of such Options for new options of the successor
corporation or a parent or subsidiary thereof, with appropriate
adjustment as to the number and kind of shares and the per share
exercise prices. Adjustments under this Paragraph shall be made by the
Board, whose determinations as to what adjustment shall be made, and
the extent thereof, shall be conclusive.
(c) in adjusting the stock as described in subparagraphs (a)
and (b) above, or in determining that no such adjustment is necessary,
the Board may rely upon the advice of counsel and accountants of the
Corporation and the determination of the Board shall be conclusive.
Whether or not the Board determines to make any such adjustment, it may
nevertheless accelerate the exercisability of Options then outstanding
for a limited period prior to the occurrence of any such events or in
other circumstances where the Board determines such acceleration
appropriate. No fractional shares of stock shall be issued under the
Plan on account of any adjustment specified above.
(d) Notwithstanding anything to the contrary contained in
the foregoing provisions of this Paragraph the Board shall have the
right to:
(i) waive any adjustment as described in subparagraphs (a)
and (b) above, because of the issuing of any shares for the
acquisition of any corporation or assets by the Corporation, for
the satisfaction of this or any other stock option plan; or for
any new issue of corporation stock constituting a public offering
or a private placement;
(ii) provide any Option agreement (without requiring similar
provision in any other Option agreement) that in the event of a
dissolution or liquidation of the Corporation or upon any merger
or consolidation or other change in corporate structure in which
the Corporation is not the surviving corporation, or pursuant to
which the Corporation becomes a more than fifty percent (50%)
subsidiary of another corporation, the Optionee shall have the
right immediately prior to such liquidation, dissolution, merger
or consolidation or other change in corporate structure, to
exercise his options in whole or in part.
(e) Notwithstanding the foregoing, no Option granted
pursuant to this Plan shall be adjusted in a manner that causes the
Option to fail to continue to qualify as an "Incentive Stock Option"
within the meaning of Section 422 of the Internal Revenue Code.
<PAGE> 116
8. Termination and Amendment of the Plan. The Board shall have
the right at any time, without approval or further action on the part
of the shareholders of the Corporation, to suspend, modify, amend or
terminate the Plan and, with consent of the Optionee, to make such
modification of the terms and conditions of his Option as the Board
shall determine, and further to adopt such rules and regulations for
carrying out the Plan, all as the Bo Board shall determine; provided,
however, no amendment or modification of the Plan shall be made by the
Board which would:
(a) materially increase the number of shares which may be
issued under the Plan;
(b) materially modify the requirements as to eligibility for
Participants in the Plan;
(c) materially increase the benefits accruing the
Participants under the Plan; unless such amendment or modification
shall be first approved by a majority of the total votes eligible to be
cast by the shareholders of the common stock of the Corporation; or
(d) change the provisions required for compliance with
Section 422 of the Internal Revenue Code and Regulations issued
thereunder. Except as provided in Paragraph 8, rights and obligations
under any Option granted before amendment or modification of the Plan
or prior to any suspension or termination of the Plan shall not be
altered nor impaired by such amendment, modification, alteration or
suspension except with the consent of the person to whom the Option was
granted. Notwithstanding the foregoing, the Board may grant to an
Optionee, if otherwise eligible, additional Options, or with consent of
the Optionee, grant a new Option in lieu of the outstanding Option, for
a number of shares, at An Option price and for a term which, in any
respect may be greater or less than that of the prior Option, subject
however, to the provisions of the Plan as set forth herein. Nothing
contained in this Paragraph shall in any way condition or limit the
termination of an option, as hereinabove provided, where reference is
made to termination of employment of an Optionee, nor shall the Option
period of any outstanding Option be extended by any amendment or
suspension or discontinuance of the Plan.
9. Regulatory Requirements. No Option granted pursuant to the
Plan shall be exercisable in whole or in part it at any time the Board
shall determine that the listing, registration, or qualification of the
shares of stock subject to such Option on any securities exchange or
under any applicable governmental laws, rules or regulations, or the
consent or approval of any governmental regulatory body, is necessary
or desirable as a condition of or in connection with, the granting of
such Option or the issuance of shares thereunder, unless:
(a) such listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any condition not
acceptable to the Board; or
<PAGE> 117
(b) the Board shall determine upon evidence satisfactory to
it that the holder of such Option will not transfer such shares except
pursuant to a registration required thereunder and/or an opinion of
counsel, acceptable to the Board and its counsel has been received by
the Board to the effect that such registration is not required. Any
determination in this connection by the Board shall be final, binding
and conclusive. Additionally, the. Board and its counsel may require
the placing of a legend upon any shares issued pursuant to an Option if
it determines such to be necessary or appropriate under applicable laws
and regulations or otherwise to comply with restrictions provided
pursuant to the Plan. The Corporation may at its cost, register any
securities issued under the Plan pursuant to applicable laws and
regulations as determined by the Board. The Corporation shall not be
obligated to take any other affirmative action in order to cause the
exercise of any Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority. If any
law, rule or regulation of the Securities and Exchange Commission, or
any regulation of any other commission or agency having jurisdiction
shall require the Corporation or the exercising Optionee to take any
action with respect to the shares of stock acquired by the exercise of
an Option, then the date upon which the Corporation shall deliver or
cause to be delivered the certificate or certificates for the shares of
stock shall be postponed until full compliance has been made with all
such requirements of law or regulation. Furthermore, if required by the
Board at or before the time of delivery of the shares with respect to
which exercise of the Option has been made, the exercising Optionee
shall deliver to the Corporation his written statement that he intends
to hold the shares, so acquired by him on exercise of his Option, for
investment and not with a view to resale or other distribution thereof
to the public.
10. Liquidation of the Corporation. In the event of the complete
liquidation or dissolution of the Corporation, other than as an
incident to a merger, reorganization, or other adjustment referred to
in Paragraph 8 above, any Options granted pursuant to the Plan and
remaining unexercised shall be deemed cancelled, without regard to or
limited by any other provisions of the Plan.
11. Use of Proceeds From Option. Proceeds from sale of stock
under the options shall constitute general funds of the corporation to
be used for general corporate purposes.
12. Tax Withholding. The Board shall have the right to require
the deduction of such sums which, under federal or state tax laws will
be required to be withheld with respect to the exercise of any option;
provided, however, in the alternative the Board may require the Option
holder or other person exercising such Option to pay such sums with its
payment for the Option. Neither the Corporation nor any of its
subsidiaries or affiliates shall have any obligation to advise any
Option holder of the existence or the amount of such tax which may be
required.
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13. Effectiveness of the Plan. The Plan shall not take effect
until approved by the holders of a majority of the shares of common
stock present or represented and entitled to vote at a meeting of
stockholders of the Corporation. Options may be granted prior to that
approval provided that any option so granted shall be expressly made
subject to termination if shareholder approval is not obtained prior to
November 19, 1997. The Plan shall be submitted within one (1) year of
the date of its adoption by the Board of Directors to the stockholders
of the Corporation for the approval of a majority of the total votes
eligible to be cast at a meeting of the Corporation. If, upon the
expiration of the aforesaid one year period, the stockholders shall not
have approved the Plan, or the stockholders, by a majority of the total
votes eligible to be cast at a meeting, disapprove the Plan, whichever
shall' first occur, then the Plan and all Options granted thereunder
shall be void and of no further force and effect. No stock shall be
issued hereunder contrary to the provisions of the Corporation's
Articles of Incorporation.
14. Miscellaneous.
(a) Whenever the singular number is used herein, the same
shall include the plural; and the masculine and/or feminine and natural
and/or artificial persons shall include all genders whenever and
wherever the context so requires or permits.
(b) References herein to the terms:
(i) "subsidiary" shall mean any company which is controlled
by the Corporation or by a company which is a subsidiary of the
Corporation;
(ii) "affiliate" shall mean any company which controls, or is
controlled by, or is under the common control with the
Corporation; and
(iii) "company" shall mean any corporation, partnership,
joint venture, or other legal entity.
For purposes hereof, the Corporation shall be deemed to have
"control" of the applicable company if the Corporation directly or
indirectly or through one or more subsidiaries owns, controls or holds
with power to vote or proxies representing, fifty percent (50%) or more
of the voting shares or interests of such company.
15. Governing law. This Plan shall be governed by the laws of the
State of Montana and shall be construed in a manner to qualify as an
incentive stock option plan pursuant to requirements of Section 422A of
the Internal Revenue Code of 1954, as amended, and any future
Regulations issued thereunder. In the event this Plan does not meet the
aforementioned requirements, any provision herein which conflicts with
such requirements shall be omitted, and any required provisions which
were omitted shall be added as necessary to qualify the Plan as an
incentive stock option plan.
