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As filed with the Securities and Exchange Commission on
______________, 2000. Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABERDENE MINES LIMITED
(Name of small business issuer in its charter)
Nevada 1081 88-0454792
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(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Identification #)
Organization) Classification Code)
ABERDENE MINES LIMITED Conrad C. Lysiak, Esq.
400 Burrard Street, Suite 1950 601 West First Avenue, Suite 503
Vancouver, B.C., Canada V6C 3A6 Spokane, Washington 99201
(604) 605-0885 (509) 624-1475
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(Address and telephone of (Name, address and telephone
registrant's executive office) number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this
Registration Statement.
If this Form is filed to register additional common stock for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Securities To Amount To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
[1]
[S] [C] [C] [C] [C]
Common Stock: 2,000,000 Shares $0.10 $200,000 $ 100.00
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[1] Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c).
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
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Prospectus
ABERDENE MINES LIMITED
SHARES OF COMMON STOCK
No Minimum - 2,000,000 Maximum
Prior to this offering, there has been no public market for the
common stock.
We are offering up to a total of 2,000,000 shares of common
stock on a best efforts, no minimum, 2,000,000 shares maximum. The
offering price is $0.10 per share. There is no minimum number of
shares that we have to sell. There will be no escrow account. All
money received from the offering will be immediately used by us and
there will be no refunds. The offering will be for a period of 90
days from the effective date and may be extended for an additional 90
days if we so choose to do so.
Investing in our common stock involves certain risks. See "Risk
Factors" starting at page 6.
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Price Aggregate Proceeds
Per Share Offering Price to Us
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[S] [C] [C] [C]
Common Stock $0.10 $200,000 $150,000
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. It's
illegal to tell you otherwise
The date of this prospectus is _________________, 2000.
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TABLE OF CONTENTS
Page No.
SUMMARY OF PROSPECTUS . . . . . . . 5
RISK FACTORS . . . . . . . . . 6
RISKS ASSOCIATED WITH OUR COMPANY . . . . 6
RISKS ASSOCIATED WITH THIS OFFERING . . . . 8
USE OF PROCEEDS . . . . . . . . 9
DETERMINATION OF OFFERING PRICE . . . . . 10
CAPITALIZATION . . . . . . . . . 10
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES . . . 11
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING . . . 14
BUSINESS . . . . . . . . . . 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . 20
MANAGEMENT . . . . . . . . . . 23
EXECUTIVE COMPENSATION . . . . . . . 24
PRINCIPAL SHAREHOLDERS . . . . . . . 25
DESCRIPTION OF SECURITIES . . . . . . . 26
CERTAIN TRANSACTIONS . . . . . . . 27
LITIGATION . . . . . . . . . . 28
EXPERTS . . . . . . . . . . 28
LEGAL MATTERS . . . . . . . . . 28
FINANCIAL STATEMENTS . . . . . . . . 28
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SUMMARY OF OUR OFFERING
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This summary highlights important information about our business
and about this offering. Because it is a summary, it doesn't contain
all the information you should consider before investing in the
common stock. So please read the entire prospectus.
Our Business
We are an exploration company. We own one property. We intend
to explore for gold on our property.
Our administrative office is located at 400 Burrard Street,
Suite 1950, Vancouver, British Columbia, Canada V6C 3A6, telephone
(604) 605-0885 and our registered statutory office is located at 5844
South Pecos Road, Suite D, Las Vegas, Nevada 89120. Our fiscal year
end is June 30.
The Offering
Following is a brief summary of this offering:
Securities being offered . . . Up to 2,000,000 shares of
common stock, par value
$0.00001.
Offering price per share . . $ 0.10
Offering period . . . . The shares are being offered
for a period not to exceed 90
days, unless extended by our
board of directors for an
additional 90 days.
Net proceeds to our company . . Approximately $150,000.
Use of proceeds . . . . We will use the proceeds to
pay for offering expenses,
research and exploration.
Number of shares outstanding
before the offering . . . 5,000,000
Number of shares outstanding
after the offering . . . 7,000,000
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RISK FACTORS
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PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO
INVEST IN THE COMMON STOCK
RISKS ASSOCIATED WITH OUR COMPANY:
1. We lack an operating history.
We were incorporated in January 2000 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $275,278. Our
ability to achieve and maintain profitability and positive cash flow
is dependent upon
* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration and development costs.
Based upon current plans, we expect to incur operating losses in
future periods. This will happen because there are expenses
associated with the research, exploration and development of our
mineral properties. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues
will cause us to go out of business.
2. We have no known ore reserves and we cannot guarantee we will
find any gold or if we find gold that production will be profitable.
We have no known ore reserves and we cannot guaranty we will
ever find any gold. We are in the very early exploration stage and
are dependent on the proceeds from this offering to start our
exploration program. Even if we find that there is gold on our
property, we cannot guaranty that we will be able to recover the
gold. Even if we recover gold, we cannot guaranty that we will make
a profit.
3. Weather interruptions in the province of British Columbia
may affect and delay our proposed exploration operations.
Our proposed exploration and development work can only be
performed approximately five to six months out of the year. This is
because rain and snow cause roads leading to our claims to be
impassible during four months of the year. When roads are
impassible, we are unable to work and generate income.
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4. Because we are small and do not have much capital, we must
limit our exploration and development.
Because we are small and do not have much capital, we must limit
our exploration and development. There are other larger exploration
companies that could and probably would spend more time and money in
exploring and developing our property.
5. We may not have access to all of the supplies and materials
we need.
Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such
as dynamite, and certain equipment such as bulldozers and excavators
that we might need to conduct exploration. We have not attempted to
locate or negotiate with any suppliers of products, equipment or
materials. We will attempt to locates products, equipment and
materials after this offering is complete. If we cannot find the
products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.
6. We must find and development an ore reserve to be
successful.
Our success depends on finding and developing an ore reserve.
If we don't find an ore reserve containing gold or we cannot develop
the ore reserve, either because we do not have the money to do it or
because it is not economically feasible to do it, we will cease
operations and you will loose your investment.
7. People we do business with may not be year 2000 compliant.
We are year 2000 compliant. We do not know if people we will be
doing business with in the future are year 2000 compliant. If
someone we do business with is not year 2000 compliant, the services
or products he furnishes to us could be interrupted. If the services
or products are interrupted, we may have to suspend operations while
he corrects his year 2000 compliance.
8. We may not have enough money to complete our exploration and
development.
We may not have enough money to complete our exploration and the
development of the property. If it turns our that we have not raised
enough money to complete our exploration and development program, we
will try to raise additional funds from a second public offering, a
private placement or loans. At the present time, we have not made
any plans to raise additional money and there is no assurance that we
would be able to raise additional money in the future. In we need
additional money and can't raise it, we will have to suspend or cease
operations.
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RISKS ASSOCIATED WITH THIS OFFERING:
9. We are a penny stock.
Our common stock is defined as a "penny stock" under the
Securities and Exchange Act of 1934, and its rules. Because we are a
penny stock, you may be unable to resell our shares. Also, the
Exchange Act and the penny stock rules impose additional sales
practice and disclosure requirements on broker-dealers who sell our
securities to persons other than certain accredited investors. As a
result, fewer broker/dealers are willing to make a market in our
stock and it may effect the level of news coverage you receive.
10. After this offering, control of the company will remain
with Messrs. Grenfal and Stytsenko.
Even if we sell all 2,000,000 shares of common stock in this
offering, Messrs. Grenfal and Stytsenko will still own 5,000,000
shares and will continue to control us. As a result, after
completion of this offering, regardless of the number of shares we
sell, Messrs. Grenfal and Stytsenko will be able to elect all of our
directors and control our operations. Our articles of incorporation
do not provide for cumulative voting. Cumulative voting is a process
that allows a shareholder to multiply the number of shares he owns
times the number of directors to be elected. That number is the
total votes a person can cast for all of the directors. Those votes
can be allocated in any manner to the directors being elected.
Cumulative voting, in some cases, will allow a minority group to
elect at least one director to the board. Our existing stockholders
do not intend to purchase any shares in this offering. This means
that existing shareholders will not be expanding their ownership.
Further, the concentrated control in the hands of Messrs. Grenfal and
Stytsenko may inhibit a change of control and may adversely affect
the market price of your common stock.
11. Benefits to the company's present shareholders.
Messrs. Grenfal and Stytsenko, our only shareholders, will
receive a substantial benefit from your investment. They are
supplying the property to be explored which is valued at $42, cash of
$1,489 and a loan of $11,400 which has to be repaid. You, on the
other hand, will be providing all of the cash for our operations. As
a result, if we cease operations for any reason, you will loose your
investment while Messrs Grenfal and Stytsenko will loose only
approximately $15,000.
12. There is no public trading market for our common stock.
There is currently no public trading market for our common
stock. We cannot guaranty a market will ever develop. If a market
does not develop, it will be very difficult, if not impossible for
you to resell your shares.
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13. There is no minimum number of shares that must be sold and
we will not refund any funds to you.
There is no minimum number of shares that must be sold in this
offering, even if we raise a nominal amount of money. Any money we
receive will be immediately appropriated by us. We may not raise
enough money to start or complete exploration. No money will be
refunded to you under any circumstances.
14. Sales of common by our officers and directors will likely
cause the market price for the common stock to drop.
A total of 5,000,000 shares of stock were issued to our two
officers and directors. They paid an average price of $0.055. They
will likely sell a portion of their stock if the market price goes
above $0.10. If they do sell there stock into the market, the sales
may cause the market price of the stock to drop. See "Principal
Stockholders."
CAUTIONARY STATEMENT REGARDING FORWARDING-LOOKING STATEMENTS
Some discussions in this prospectus may contain forward-looking
statements that involve risks and uncertainties. A number of
important factors could cause our actual results to differ materially
from those expressed in any forward-looking statements made by us in
this prospectus. Such factors include, those discussed in "Risk
Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," as well as those
discussed elsewhere in this prospectus. Forward-looking statements
are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events.
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USE OF PROCEEDS
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Our offering is being made on a "best efforts - no minimum
basis." The net proceeds to us after deducting offering expenses of
$50,000 will be $150,000 if all of the shares are sold. The first
$50,000 raised will be used offering expenses. We will use the net
proceeds as follows:
Amount raised $ 50,000 $100,000 $150,000 $200,000
Allocation
Offering expenses $ 50,000 $ 50,000 $ 50,000 $ 50,000
Exploration $ 0 $ 50,000 $ 100,000 $ 140,000
Working capital $ 0 $ 0 $ 0 $ 10,000
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We have allocated a wide range of money for exploration. That
is because we do not know how much will ultimately be needed for
exploration. If we are successful in immediately finding gold, we
will stop exploring and go on to develop the property. Costs of
exploring will then cease. On the other hand if we do not
immediately find gold, we will continue to explore for gold on the
property. If we have to continue to explore for gold, the costs of
exploration will increase.
While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to
reassess and reassign such use if, in the judgement of our board of
directors, such changes are necessary or advisable. At present, no
material changes are contemplated. Should there be any material
changes in the above projected use of proceeds in connection with
this offering, we will issue an amended prospectus reflecting the
same.
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DETERMINATION OF OFFERING PRICE
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The price of the shares we are offering was arbitrarily
determined in order for us to raise up to a total of $200,000 in this
offering. The offering price bears no relationship whatsoever to our
assets, earnings, book value or other criteria of value. Among the
factors considered were:
* our lack operating history
* the proceeds to be raised by the offering
* the amount of capital to be contributed by purchasers in
this offering in proportion to the amount of stock to be
retained by our existing Stockholders, and
* our relative cash requirements.
See "Plan of Distribution; Terms of the Offering."
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CAPITALIZATION
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The following table sets forth our capitalization at January 31,
2000, on a historical basis and as adjusted to reflect the sale of
the shares.
This table should be read in conjunction with the section
entitled, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" our Financial Statements and
Notes; and other financial and operating data included elsewhere in
this prospectus.
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01/31/00 As Adjusted After Offering
Actual 25% 50% 75% 100%
Stockholder's Equity:
Common Stock: 100,000,000
shares authorized,
par value $0.00001
5,000,000 issued and
outstanding $ 50
5,500,000 issued and
outstanding $ 55
6,000,000 issued and
outstanding $ 60
6,500,000 issued and
outstanding $ 65
7,000,000 issued and
outstanding $ 70
Additional Paid-in
Capital 274,950 274,945 324,940 374,935 424,930
Deficit accumulated
during the
development stage (275,228) (275,228) (275,288) (275,228) (275,228)
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TOTAL STOCKHOLDERS'
EQUITY (deficit) $ (228) $ (228) $ 49,772 $ 99,772 $ 149,772
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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
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"Dilution" represents the difference between the offering price
and the net tangible book value per share immediately after
completion of this offering. "Net tangible book value" is the amount
that results from subtracting total liabilities and intangible assets
from total assets. Dilution arises mainly as a result of our
arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a
result of the lower book value of the shares held by our existing
stockholders. See "Principal Stockholders."
As of January 31, 2000, the net tangible book value of our
shares of common stock was a deficit of $(228) or approximately $NIL
per share based upon 5,000,000 shares outstanding.
Upon completion of this offering, in the event all of the shares
are sold, the net tangible book value of the 7,000,000 shares to be
outstanding will be $149,772, or approximately $0.02. The net
tangible book value of the shares held by our existing stockholders
will be increased by $0.02 per share without any additional
investment on their part. You will incur an immediate dilution from
$0.10 per share to $0.02 per share.
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Upon completion of this offering, in the event 75% of the shares
are sold, the net tangible book value of the 6,500,000 shares to be
outstanding will be $99,772, or approximately $0.015 per share. The
net tangible book value of the shares held by our existing
stockholders will be increased by $0.015 per share without any
additional investment on their part. You will incur an immediate
dilution from $0.10 per share to $0.015 per share.
Upon completion of this offering, in the event 50% of the shares
are sold, the net tangible book value of the 6,000,000 shares to be
outstanding will be $49,772, or approximately $0.008 per share. The
net tangible book value of the shares held by our existing
stockholders will be increased by $0.008 per share without any
additional investment on their part. You will incur an immediate
dilution from $0.10 per share to $0.008 per share.
Upon completion of this offering, in the event 25% of the shares
are sold, the net tangible book value of the 5,500,000 shares to be
outstanding will be $(228), or approximately $NIL per share. The net
tangible book value of the shares held by our existing stockholders
will be increased by $NIL per share without any additional investment
on their part. You will incur an immediate dilution from $0.10 per
share to $0.10 per share.
After completion of this offering, if 2,000,000 shares are sold,
you will own approximately 29% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$200,000, or $0.10 per share. Our existing stockholders will own
approximately 71% of the total number of shares then outstanding, for
which they have made contributions of cash and/or services and/or
other assets, totaling $275,000, or approximately $0.055 per share.
After completion of this offering, if 1,500,000 shares are sold,
you will own approximately 23% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$150,000, or $0.10 per share. Our existing stockholders will own
approximately 77% of the total number of shares then outstanding, for
which they have made contributions of cash and/or services and/or
other assets, totaling $275,000, or approximately $0.055 per share.
After completion of this offering, if 1,000,000 shares are sold,
you will own approximately 17% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$100,000, or $0.10 per share. Our existing stockholders will own
approximately 83% of the total number of shares then outstanding, for
which they have made contributions of cash and/or services and/or
other assets, totaling $275,000, or approximately $0.055 per share.
<PAGE> 13
After completion of this offering, if 500,000 shares are sold,
you will own approximately 9% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$50,000, or $0.10 per share. Our existing stockholders will own
approximately 91% of the total number of shares then outstanding, for
which they have made contributions of cash and/or services and/or
other assets, totaling $275,000, or approximately $0.055 per share.
The following table compares the differences of your investment
in our shares with the investment of our existing stockholders.
EXISTING STOCKHOLDERS
Price per share . . . . . . . $ 0.055
Net tangible book value per share before offering . $ (228)
Net tangible book value per share after offering $ 149,772
Increase to present stockholders in net tangible book
value per share after offering . . . . $ 0.02
Capital contributions . . . . . . $ 275,000
Number of shares outstanding before the offering 5,000,000
Number of shares after offering
held by existing stockholders . . . . 5,000,000
Percentage of ownership after offering . . . 71%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.08
Capital contributions . . . . . . $ 200,000
Number of shares after offering held
by public investors . . . . . . 2,000,000
Percentage of ownership after offering . . . 29%
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.85
Capital contributions . . . . . . $ 150,000
Number of shares after offering held
by public investors . . . . . . 1,500,000
Percentage of ownership after offering . . . 23%
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.092
Capital contributions . . . . . . $ 100,000
Number of shares after offering held
by public investors . . . . . . 1,000,000
Percentage of ownership after offering . . . 17%
<PAGE> 14
PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.10
Capital contributions . . . . . . $ 50,000
Number of shares after offering held
by public investors . . . . . . 500,000
Percentage of ownership after offering . . . 9%
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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
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Offering Will Be Sold By One of Our Officers
We are offering up to a total of 2,000,000 shares of common
stock on a best efforts, no minimum, 2,000,000 shares maximum. The
offering price is $0.10 per share. There is no minimum number of
shares that we have to sell. There will be no escrow account. All
money received from the offering will be immediately used by us and
there will be no refunds. The offering will be for a period of 90
days from the effective date and may be extended for an additional 90
days if we so choose to do so.
There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by
us for the uses set forth in the Use of Proceeds section of this
prospectus. No funds will be placed in an escrow account during the
offering period and no money will be returned once the subscription
has been accepted by us.
We will sell the shares in this offering through Andrei
Stytsenko, one of our officers and directors. Mr. Stytsenko will
receive no commission from the sale of any shares. Mr. Stytsenko
will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule
3a4-1 sets forth those conditions under which a person associated
with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker-dealer. The conditions
are that:
1. The person is not subject to a statutory disqualification, as
that term is defined in Section 3(a)(39) of the Act, at the time of
his participation; and,
2. The person is not compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;
and
3. The person is not at the time of their participation, an
associated person of a broker-dealer; and,
<PAGE> 15
4. The person meets the conditions of Paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or
is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) is not a broker
or dealer, or an associated person of a broker or dealer, within the
preceding twelve (12) months; and (C) do not participate in selling
and offering of securities for any Issuer more than once every twelve
(12) months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
Mr. Stytsenko is not subject to disqualification, is not being
compensated, and is not associated with a broker-dealer. Mr.
Stytsenko is and will continue to be one of our officers and
directors at the end of the offering and has not been during the last
twelve months and is currently not a broker/dealer or associated with
a broker/dealer. Mr. Stytsenko has not during the last twelve months
and will not in the next twelve months offer or sell securities for
another corporation.
Only after our registration statement is declared effective by
the SEC, we intend to advertise, through tombstones, and hold
investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our
offering. We will also distribute the prospectus to potential
investors at the meetings and to our friends and relatives who are
interested in us and a possible investment in the offering.
Offering Period and Expiration Date
This offering will commence on the date of this prospectus and
continue for a period of 90 days. We may extend the offering period
for an additional 90 days, or unless the offering is completed or
otherwise terminated by us.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you
must
1. execute and deliver a subscription agreement
2. deliver a check or certified funds to us for acceptance or
rejection.
All checks for subscriptions must be made payable to "ABERDENE MINING
LIMITED."
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or
in part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately by us to the subscriber,
without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
<PAGE> 16
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BUSINESS
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General
We were incorporated in the State of Nevada on January 21, 2000.
We are engaged in the acquisition, exploration and development of
mining properties. We maintain our statutory registered agent's
office at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120 and
our business office is located at 400 Burrard Street, Suite 1950,
Vancouver, British Columbia, Canada V6C 3A6. Our telephone number is
(604) 605-0885. Our offices are leased from Callinan Mines Ltd. on a
month to month basis and our monthly rental if $-0-.
Background
In January 2000, Hugh Grenfal our President and a member of the
board of directors, acquired one mineral property containing six
mining claims in British Columbia, Canada by arranging the staking of
the same through a third party. Mr. Grenfal paid CDN$1,000 to stake
the claims. The claims are recorded in Mr. Grenfal's name to avoid
paying additional fees, however, title to the claims has been
conveyed to us by an unrecorded deed. Under British Columbia
provincial law, if the deed is recorded in our name, we will have to
pay a minimum of $500.00 and file other documents since we are a
foreign corporation in Canada. We have decided that if gold is
discovered on the property and it is economical to remove the gold,
we will record the deed, pay the additional tax and file as a foreign
corporation.
Historical Background
The Property cover the old Casino-Red Cap Mine. Past production
from 1951-1965 amounted to 770 oz. (23,949 g) gold, 2,615 oz (81,334
g) silver, 13,247 lb (6,009 kg) lead and 13,188 lb (5,982 kg) zinc.
Considerable underground development was done during this time. In
more recent years, geological mapping, rock sampling and geophysical
surveys have been carried out. We have not done any exploration work
on our claims.
Location and Access
The Casino-Red Cap Property consists of six mining claims with a
total area of approximately 375 acres (150 hectares). The claims are
located near the town of Trail in south-central British Columbia,
Canada. There is a paved road along the east side of the claims, and
a rough gravel road accesses the old mine tunnel.
<PAGE> 17
Geology and Mineralization
Two main rock types occur in the Casino - Red Cap area. The
older are Jurassic aged volcanic and sedimentary rocks. These rocks
are intruded by Jurassic granodiorite, and a monzonite intrusion of
similar age. Younger, Eocene - aged granite stocks, and gabbro dykes
and hornblende porphyry dykes also occur. The old mine was developed
on a series of at least three quartz veins that occur near the
contract between granodiorite and the volcanic and sedimentary rocks.
The veins are steeply dipping, and host galena, sphalerite, pyrite
and arsenopyrite mineralization. The best gold grades are reportedly
associated with arsenopyrite. The thickness of the veins varies,
with an average width of 14 inches (35.6 cm). However, historic
reported mining activity on the No. 1 level suggest that mined widths
were locally greater than this average.
MAP SUPPLIED SUPPLEMENTALLY.
Our Proposed Exploration Program
We must conduct exploration and development to determine what
amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.
Our exploration program is designed to economically explore and
evaluate our properties.
We do not claim to have any ores or reserves whatsoever at this
time on any of our properties.
We intend to implement an exploration program and intend to
proceed in the following three phases:
Phase 1 will begin with research of the available geologic
literature, personal interviews with geologists, mining engineers and
others familiar with the prospect sites. We have recently begun this
phase of the exploration process on our properties.
<PAGE> 18
When the research is completed, our initial work will be
augmented with geologic mapping, geophysical testing and geochemical
testing of our claims. When available, existing workings, such as
trenches, prospect pits, shafts or tunnels will be examined. If an
apparent mineralized zone is identified and narrowed down to a
specific area by the studies, we will to begin trenching the area.
Trenches are generally approximately 150 ft. in length and 10-20 ft.
wide. These dimensions allow for a thorough examination of the
surface of the vein structure types generally encountered in the
area. They also allow for efficient reclamation, re-contouring and
re-seeding of disturbed areas. Once excavation of a trench is
completed, samples are taken and then analyzed for economically
potential minerals that are known to have occurred in the area.
Careful interpretation of this available data collected from the
various tests aid in determining whether or not the prospect has
current economic potential and whether further exploration is
warranted.
Phase 1 will take about 3 months and cost up to $20,000.
Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1
of exploration. Phase 2 is aimed at identifying any mineral deposits
of potential economic importance. The methods employed are
* more extensive trenching
* more advanced geophysical work
* drift driving
Drift driving is the process of constructing a tunnel to take samples
of ore for testing. Later, the tunnel can be used for mining ore.
The geophysical work gives a general understanding of the location
and extent of mineralization at depths that are unreachable by
surface excavations and provides a target for more extensive
trenching and core drilling. Trenching identifies the continuity and
extent of mineralization, if any, below the surface. After a thorough
analysis of the data collected in Phase 2, we will decide if the
property warrants a Phase 3 study.
Phase 2 will take about 3 months and cost up to $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body. This is
accomplished through extensive drift driving. Phase 3 will take
about 6 months and cost up to $80,000.
We do not intend to interest other companies in the property if
we find mineralized materials. We intend to try to develop the
reserves ourselves.
<PAGE> 19
Competitive Factors
The gold mining industry is fragmented. We compete with other
exploration companies looking for gold. We are one of the smallest
exploration companies in existence. We are an infinitely small
participant in the gold mining market. While we compete with other
exploration companies, there is no competition for the exploration or
removal or ore from out property. Readily available gold markets
exist in Canada and around the world for the sale of gold. As such,
we will be able to sell any gold that we are able to recover.
Regulations
Our mineral exploration program is subject to the Canadian
Mineral Tenure Act Regulation. This act sets forth rules for
* locating claims
* posting claims
* working claims
* reporting work performed
We are also subject to the British Columbia Mineral Exploration
Code which tells us how and where we can explore for minerals. We
must comply with these laws in order to operate our business.
Compliance with these rules and regulations will not adversely affect
our operations.
Environmental Law
We are also subject to the Health, Safety and Reclamation Code
for Mines in British Columbia. This code deals with environmental
matters relating to the exploration and development of mining
properties. Its goals are to protect the environment through a
series of regulations affecting:
1. Health and Safety
2. Archaeological Sites
3. Exploration Access
We are responsible to provide a safe working environment, not
disrupt archaeological sites, and conduct our activities in such a
manner as to cause unnecessary damage to the property.
We will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of
operation prior to the commencement of any mining operations. We
anticipate no discharge of water into active stream, creek, river,
lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Re-contouring
and re-vegetation of disturbed surface areas will be completed
pursuant to law. Any portals, adit or shafts will be sealed upon
abandonment of the property. It is difficult to estimate the cost of
compliance with the environmental law since the full nature and
extent of our proposed activities cannot be determined until we
commence our operations and know what that will involve from an
environmental standpoint.
<PAGE> 20
We are in compliance with the foregoing act and will continue to
comply with the act in the future. We believe that compliance with
the foregoing act will not adversely affect our business operations
in the future.
Employees
Initially, we intend to use the services of subcontractors for
manual labor exploration work on our properties. Our only technical
employees will be Messrs. Grenfal and Stytsenko our officers and
directors.
Employees and Employment Agreements
At present, we have no employees, other than Messrs. Grenfal
and Stytsenko, our officers and directors, who were compensated for
their services. Messrs. Grenfal and Stytsenko, do not have
employment agreements with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There
are presently no personal benefits available to any employees.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------
We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means
that our auditors believe there is doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we begin
removing and selling minerals. Accordingly, we must raise cash from
sources other than the sale of minerals found on our property. That
cash must be raised from other sources. Our only other source for
cash at this time is investments by others in our company. We must
raise cash in order to implement our project and stay in business.
In order to meet our need for cash we are attempting to raise
money from this offering. There is no assurance that we will be able
to raise enough money through this offering to stay in business.
What ever money we do raise, will be applied first to exploration and
then to development, if development is warranted. If we do not raise
all of the money we need from this offering, we will have to find
alternative sources, such as a second public offering, a private
placement of securities, or loans from our officers or others. We
have discussed this matter with our officers, however, our officers
are unwilling to make any commitment to loan us any money at this
time. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering. If we need
additional cash and can't raise it we will either have to suspend
operations until we do raise the cash, or cease operations entirely.
<PAGE> 21
We will be conducting research in connection with the
exploration of our property. We are not going to buy or sell any
plant or significant equipment. We do not expect a change in our
number of employees.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company
upon which to base an evaluation of our performance. We are an
exploration stage company and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration and/or development of
our properties, and possible cost overruns due to price and cost
increases in services.
To become profitable and competitive, we conduct into the
research and exploration of our properties before we commence
production of any minerals we may find. We are seeking equity
financing in order to provide for the capital required to implement
our research and exploration phases.
We have no assurance that future financing will be available to
us on acceptable terms. If such financing is not available on
satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution
to existing shareholders.
RESULTS OF OPERATIONS
From Inception on January 21, 2000
We just recently acquired our first property and are commencing
the research and exploration stage of our mining operations on that
property at this time.
Since inception, we have used our common stock to raise money
for our property acquisition, for corporate expenses and to repay
outstanding indebtedness. Net cash provided by financing activities
from inception on January 21, 2000 to January 31, 2000 was $12,889,
as a result of proceeds received from a short term loan and advances.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to
generate any revenues from our business operations.
We issued 5,000,000 shares of common stock through a Section
4(2) offering in January 2000. This was accounted for as a
compensation expense of $273,469 and advances, reimbursement of
expenses and mining claims of $1,531.
<PAGE> 22
As of January 31, 2000, our total assets were $11,172 and our
total liabilities were $11,400.
Year 2000 Compliance
The Year 2000 issue is the result of computer programs using two
digits rather than four to define the applicable year. 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, a temporary inability to process transactions, send invoices
or engage in similar normal business activities.
Year 2000 State of Readiness
In order to address Year 2000 issues, we developed and
implemented a plan to become Year 2000 ready. The Year 2000 Plan
covers the computers and technology which we use in the research and
exploration of our properties. We have reviewed our technology
consisting of computer hardware and software systems and found them
to be Year 2000 ready. Since we do not have any vendors we cannot
make any assessment of third parties. In the future, we intend to
evaluate and assess the systems of any third party providers with
whom we do business.
Year 2000 Costs
To date, we have incurred no historical costs associated with
our Year 2000 readiness and the magnitude of any future costs will
depend upon the nature and extent of any problems that are
identified.
Year 2000 Risks
Our failure to correct a material Year 2000 problem could result
in a complete failure or degradation of the performance of our
computers which will interrupt our operations.
Presently, however, we believe that our most reasonably likely
worst case scenario related to the Year 2000 issue is associated with
potential concerns with third party providers' services or products.
In the future, we will be dependent on third-party vendors to provide
manual labor, research data and studies on our properties. A
significant Year 2000-related disruption to one of these vendor's
computer software and/or equipment could cause a delay in our
proposed research and explorations which in turn could materially and
adversely affect our results of operations, liquidity and financial
condition. Since we have not started business, we have not hired any
third party vendors. As such we are not presently aware of any
vendor-related Year 2000 issues that are likely to result in such a
disruption. There is no assurance that Year 2000 third party vendors
will not occur in the future.
<PAGE> 23
Year 2000 Contingency Plans
Since our equipment is Year 2000 ready, we have not adopted any
Year 2000 contingency plans. See "Risk Factors - The Year 2000
Issue."
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MANAGEMENT
- --------------------------------------------------------------------
Officers and Directors
Each of our directors is elected by the Stockholders to a term
of one (1) year and serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors
to a term of one (1) year and serves until his or her successor is
duly elected and qualified, or until he or she is removed from
office. The board of directors has no nominating, auditing or
compensation committees.
The names, addresses, ages and positions of our present officers
and directors are set forth below:
Name and Address Age Position(s)
Hugh Grenfal 31 President, Treasurer, Chief
3337 West 30th Ave. Financial Officer and a member of
Vancouver, B.C. the Board of Directors
Canada V6S 1W3
Andrei Stytsenko 35 Secretary and a member of the
5616 - 189 A Street Board of Directors
Edmonton, Alberta
Canada T6M 2G7
The persons named above have held their offices/positions since
inception of our company and are expected to hold their
offices/positions until the next annual meeting of our stockholders.
Background of Officers and Directors
Hugh Grenfal has been our President, Treasurer, Chief Financial
Officer and a member of our board of directors since inception. From
January 1991 to June 1996, Mr. Grenfal was President of Booker Gold
Explorations Ltd., a mining and exploration corporation located in
Vancouver, British Columbia. Since October 1996, Mr. Grenfal has
been a Director of Callinan Mines Ltd., a mining and exploration
corporation located in Vancouver, British Columbia with revenue
producing copper and zinc properties located in Manitoba, Canada.
Since June 1999, Mr. Grenfal has been President of Paxton Mining
Corporation located in Vancouver, British Columbia. Paxton Mining
Corporation is an exploration company. Since September 1999, Mr.
Grenfal has been President of Palal Mining Corporation. Palal Mining
Corporation is an exploration company. Since September 1999, Mr.
<PAGE> 24
Grenfal has been President of Ancona Mining Corporation located in
Vancouver, British Columbia. Ancona Mining is an exploration
company. Since September 1999, Mr. Grenfal has been President of
Camden Mining Corporation located in Vancouver, British Columbia.
Camden Mining is en exploration company. Mr. Grenfal is currently not
a full-time employee with another entity.
Andrei Stytsenko has been our Secretary and a member of our
board of directors since inception. From 1985 to 1996, Mr. Stytsenko
was the managing supervisor for Ivano Frankovski Drilling Company,
located in North Russia. Mr. Stytsenko's responsibilities included
drilling holes up to 13,000 feet in depth for the exploration of oil
and gas. From 1998 until 1997, Mr. Stytsenko was field supervisor
for Booker Gold Exploration located in Vancouver, British Columbia.
Mr. Stytsenko's responsibilities included core loding, assaying and
mapping. Mr. Stytsenko received a degree as a Engineer Specialist in
oil and gas drilling in 1996.
Conflicts of Interest
We believe that Messrs. Grenfal and Stytsenko will be subject to
conflicts of interest. The conflicts of interest arise from Messrs.
Grenfal and Stytsenko's relationships with other mining corporations.
In the future, Messrs. Grenfal and Stytsenko will continue to be
involved in the mining business for other entities and such
involvement could create conflicts of interest. At the present time,
we do not foresee a direct conflict of interest because we do not
intend to acquire any additional mining properties. The only
conflicts that we foresee are Messrs. Grenfal and Stytsenko's
devotion of time to mining projects that do not involve us.
Specifically, Hugh Grenfal is an officer and director of
Callinan Mines Ltd., Ancona Mining Corporation, Paxton Mining
Corporation, Palal Mining Corporation and Camden Mining Corporation,
all of which are engaged in the mining business. Presently, none of
the foregoing operate mines or receive royalties from properties
operated by others with the exception of Callinan Mines Ltd. which
receives CDN$149,000 annually from a copper zinc mine in Flin Flon,
Manitoba operated by Hudson Bay & Smelting Co. Neither we nor our
officers are affiliated with Hudson Bay & Smelting Co. In the
future, however, such corporations could begin operating mines.
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EXECUTIVE COMPENSATION
- --------------------------------------------------------------------
Messrs. Grenfal and Stytsenko, our officers and directors, were
compensated in shares of common stock in the amount of $274,950 for
their services and there are no plans to compensate them in the near
future, unless and until we begin to realize revenues and become
profitable in our business operations.
<PAGE> 25
Indemnification
Pursuant to the Articles of Incorporation and Bylaws of the
corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his
position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such
proceeding as to which such person is to be indemnified, we must
indemnify him against all expenses incurred, including attorney's
fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by
a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, as amended, which may be permitted to
directors or officers pursuant to the foregoing provisions, we are
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable.
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PRINCIPAL STOCKHOLDERS
- --------------------------------------------------------------------
The following table sets forth, as of the date of this
prospectus, the total number of shares owned beneficially by each of
our directors, officers and key employees, individually and as a
group, and the present owners of 5% or more of our total outstanding
shares. The table also reflects what such ownership will be assuming
completion of the sale of all shares in this offering, which we can't
guarantee. The stockholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect
to the shares.
Name and Address Number of Number Percentage of
Beneficial Shares Before of Shares Ownership
Owner [1] Offering After Offering After Offering
Hugh Grenfal 2,500,000 2,500,000 35.71%
3337 West 30th Ave.
Vancouver, B.C.
Canada V6S 1W3
Andrei Stytsenko 2,500,000 2,500,000 35.71%
5616 - 189 A Street
Edmonton, Alberta
Canada T6M 2G7
All Officers and Directors
as a Group (2) 5,000,000 5,000,000 71.43%
<PAGE> 26
[1] The persons named above may be deemed to be a "parent" and
"promoter" of our company, within the meaning of such terms
under the Securities Act of 1933, as amended, by virtue of
his/its direct and indirect stock holdings. Messrs. Grenfal
Stytsenko are the only "promoters" of our company.
Future Sales by Existing Stockholders
A total of 5,000,000 shares of common stock were issued to the
existing stockholders, all of which are "restricted securities," as
that term is defined in Rule 144 of the Rules and Regulations of the
SEC promulgated under the Securities Act. Under Rule 144, such
shares can be publicly sold, subject to volume restrictions and
certain restrictions on the manner of sale, commencing one (1) year
after their acquisition.
Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable
restrictions expire, could have a depressive effect on the market
price, if any, of our common stock and the shares we are offering.
- --------------------------------------------------------------------
DESCRIPTION OF SECURITIES
- --------------------------------------------------------------------
Common Stock
Our authorized capital stock consists of 100,000,000 shares of
common stock, par value $0.00001 per share. The holders of our common
stock:
* have equal ratable rights to dividends from funds legally
available if and when as and if declared by our board of
directors;
* are entitled to share ratably in all of our assets
available for distribution to holders of common stock upon
liquidation, dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or
rights; and
* are entitled to one non-cumulative vote per share on all
matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and
non-assessable and all shares of common stock which are the subject
of this offering, when issued, will be fully paid for and
non-assessable. We refer you to our Articles of Incorporation, Bylaws
and the applicable statutes of the State of Nevada for a more
complete description of the rights and liabilities of holders of our
securities.
<PAGE> 27
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative
voting rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in such
event, the holders of the remaining shares will not be able to elect
any of our directors. After this offering is completed, the present
stockholders will own approximately 71.43% of our outstanding shares.
See "Principal Stockholders."
Cash Dividends
As of the date of this prospectus, we have not paid any cash
dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of our board of directors and will
depend upon our earnings, if any, our capital requirements and
financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash
dividends in the foreseeable future, but rather to reinvest earnings,
if any, in our business operations.
Reports
After we complete this offering, we will not be required to
furnish you with an annual report. Further, we will not voluntarily
send you an annual report. We will be required to file reports with
the SEC under section 15(d) of the Securities Act. The reports will
be filed electronically. The reports we will be required to file are
Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials
we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that will
contain copies of the reports we file electronically. The address
for the Internet site is www.sec.gov.
Stock Transfer Agent
Our stock transfer agent for our securities is Pacific Stock
Transfer Company, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120 and its telephone number is (702) 361-3033.
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CERTAIN TRANSACTIONS
- --------------------------------------------------------------------
In January 2000, we issued a total of 5,000,000 shares of
restricted common stock to Hugh Grenfal and Andrei Stytsenko,
officers and directors of our company. This was accounted for as a
compensation expense of $273,469 and advances and reimbursement
expenses and mining claims of $1,531.
<PAGE> 28
Since our inception, Mr. Grenfal, advanced loans to us in the
total sum of $11,400, which were used for organizational and start-up
costs and operating capital. The loans do not bear interest and have
not been paid as of the date hereof. There are no documents
reflecting the loan and they are not due on any date certain. Mr.
Grenfal will accept repayment from us when money is available.
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LITIGATION
- --------------------------------------------------------------------
We are not a party to any pending litigation and none is
contemplated or threatened.
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EXPERTS
- --------------------------------------------------------------------
Our financial statements for the period from inception to
January 31, 2000, included in this prospectus have been audited by
Williams and Webster, P.C., Independent Certified Public Accountants,
Seafirst Financial Center, 601 West Riverside Avenue, Suite 1940,
Spokane, Washington 99201, as set forth in their report included in
this prospectus.
- --------------------------------------------------------------------
LEGAL MATTERS
- --------------------------------------------------------------------
Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite
503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as
legal counsel for our company.
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FINANCIAL STATEMENTS
- --------------------------------------------------------------------
Our fiscal year end is June 30. We will provide audited
financial statements to our stockholders on an annual basis; the
statements will be prepared by an Independent Certified Public
Accountant.
Our audited financial statement from inception to January 31,
2000 immediately follows:
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
NOTES TO THE FINANCIAL STATEMENTS F-6
<PAGE> 29
Board of Directors
Camden Mines Limited
Las Vegas, Nevada
Independent Auditor's Report
We have audited the accompanying balance sheet of Aberdene Mines
Limited, (an exploration stage enterprise), as of January 31, 2000,
and the related statements of operations and accumulated deficit,
stockholders' equity (deficit) and cash flows for the period January
21, 2000 (inception) to January 31, 2000. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Aberdene
Mines Limited, as of January 31, 2000, and the results of its
operations and its cash flows for the period January 21, 2000
(inception) to January 31, 2000, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2, the Company has been in the exploration stage since its
inception. Realization of a major portion of the assets is dependent
upon the Company's ability to meet its future financing requirements,
and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
February 24, 2000
F-1
<PAGE> 30
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEET
January 31, 2000
ASSETS
CURRENT ASSETS
Cash $ 130
Prepaid expenses 11,000
----------
Total Current Assets 11,130
----------
OTHER ASSETS
Mining claims 42
----------
TOTAL ASSETS $ 11,172
==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loans from a related party $ 11,400
----------
Total Current Liabilities 11,400
----------
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized,
$0.00001 par value; 5,000,000 shares issued
and outstanding 50
Additional paid-in-capital 274,950
Deficit accumulated during the exploration stage (275,228)
----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (228)
----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 11,172
==========
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 31
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPISE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Period January 21, 2000 (Inception) to January 31, 2000
REVENUES $ -
----------
EXPENSES
Consulting services provided
by directors 273,469
Office expense 406
Mining exploration expense 1,353
----------
TOTAL EXPENSES 275,228
----------
NET LOSS FROM OPERATIONS (275,228)
INCOME TAXES -
----------
NET LOSS (275,228)
ACCUMULATED DEFICIT, BEGINNING BALANCE -
----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (275,228)
==========
NET LOSS PER COMMON SHARE $ (0.0550)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 5,000,000
==========
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 32
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period January 21, 2000 (Inception) to January 31, 2000
Common Stock Additional Total
Number Paid-In Accumulated Stockholders'
of Shares Amount Capital Deficit Equity
(Deficit)
Issuance of
common stock
for services
and in payment
of advances for
approximately
$.055 per share 5,000,000 $ 50 $ 274,950 $ - $ 275,000
Loss for
period ending,
January 31, 2000 - - - (275,228) (275,228)
--------- ---- --------- ---------- ----------
Balance
January 31, 2000 5,000,000 $ 50 $ 274,950 $ (275,228) $ (228)
========= ==== ========= ========== ==========
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 33
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPISE)
STATEMENT OF CASH FLOWS
For the Period January 21, 2000 (Inception) to January 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (275,228)
Adjustments to reconcile net loss
to net cash used by operating activities:
(Increase) in prepaid expenses (11,000)
Payment of expenses from issuance of stock 273,469
----------
Net cash (used) in operating activities (12,759)
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans 12,889
----------
Net cash provided by financing activities 12,889
Change in cash 130
Cash, beginning of period -
----------
Cash, end of period $ 130
==========
Supplemental disclosures:
Interest paid $ -
==========
Income taxes paid $ -
==========
NON-CASH TRANSACTIONS
Stock issued in payment of consulting
and other expenses $ 273,469
Stock issued in payment of advances $ 1,489
Stock issued in payment of mining claims $ 42
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 34
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Aberdene Mines Limited (hereinafter "the Company") was incorporated on
January 21, 2000 under the laws of the State of Nevada for the purpose
of acquiring, exploring and developing mining properties. The Company
maintains offices in Las Vegas, Nevada and in Vancouver, British
Columbia. The Company's fiscal year end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is
presented to assist in understanding the financial statements. The
financial statements and notes are representations of the Company's
management which is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
January 2000 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration
and development of mining properties. Upon location of a commercial
minable reserve, the Company will actively prepare the site for
extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred
a net loss of $275,228 for the period January 21, 2000 (inception) to
January 31, 2000 and had no sales. The future of the Company is
dependent upon its ability to obtain financing and upon future
successful explorations for and profitable operations from the
development of mineral properties. Management has plans to seek
additional capital through a private placement and public offering of
its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
F-6
<PAGE> 35
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of
shares outstanding and weighting them by the amount of time that they
were outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers
all short-term debt securities purchased with a maturity of three
months or less to be cash equivalents.
Provision for Taxes
At January 31, 2000, the Company had a net operating loss of
approximately $275,228. No provision for taxes or tax benefit has
been reported in the financial statements, as there is not a
measurable means of assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily relate
to unsettled transactions and events as of the date of the financial
statements. Accordingly, upon settlement, actual results may differ
from estimated amounts.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
In complying with this standard, the Company reviews its long-lived
assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable. The Company does not believe
any adjustments are needed to the carrying value of its assets at
January 31, 2000.
F-7
<PAGE> 36
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Exploration Costs
In accordance with generally accepted accounting principles, the
Company expenses exploration costs as incurred.
NOTE 3 - COMMON STOCK
On January 21, 2000, 5,000,000 shares of common stock were issued to
officers and directors only. There was no public offering of any
securities. The above referenced shares were issued in payment for
services valued at $273,469 and repayment for mining claim recording
fees of $42, expenses of $1,353 and advances of $136. These shares
were issued pursuant to exemption from registration contained in
Section 4(2) of the Securities Act of 1933.
In January, 2000 the Company, through Mr. Hugh Grenfal, its president
and a member of the Board of Directors acquired 100% of the rights,
titles and interests in six mining claims in Casino-Red Cap property,
Columbia River Valley, BC. Payment of $42 was required to record the
six mining claims. These amounts were paid by the shareholders and
repaid by the Company in the form of stock as denoted above.
Although the claims are recorded in Mr. Grenfal's name for tax
purposes, title to the claims has been conveyed to the Company via an
unrecorded deed.
NOTE 4 - RELATED PARTIES
The Company occupies office space provided by Mr. Grenfal, its
president, in his capacity as Vice President and Director of Callinan
Mines Limited at no charge. The value of this space is not
considered materially significant for financial reporting purposes.
Mr. Grenfal has also advanced monies to the Company to open a
checking account and in payment of expenses. The funds advanced to
open the checking account were repaid as part of the stock
transaction. See Note 3. The balance of the advances have been
recorded as short-term, uncollateralized loans, bearing no interest
and having no specific due date.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company is engaged in the exploration and development of mineral
properties. At present, there are no feasibility studies
establishing proven and probable reserves.
F-8
<PAGE> 37
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2000
NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)
Although the minerals exploration and mining industries are
inherently speculative and subject to complex environmental
regulations, the Company is unaware of any pending litigation or of
any specific past or prospective matters which could impair the value
of it mining claims.
F-9
<PAGE> 38
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer
of the Registrant is insured or indemnified in any manner
against any liability which he may incur in his capacity as such, is as
follows:
1. Article XII of the Articles of Incorporation of the company,
filed as Exhibit 3.1 to the Registration Statement.
2. Article XI of the Bylaws of the company, filed as Exhibit 3.2
to the Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control
person, officer or director from liability, thereby making the company
responsible for any expenses or damages incurred by such control
person, officer or director in any action brought against them
based on their conduct in such capacity, provided they did not
engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are
sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee . . . . . . $ 100.00
Printing Expenses . . . . . . . 6,500.00
Accounting Fees and Expenses . . . . . 5,000.00
Legal Fees and Expenses . . . . . . 25,000.00
Blue Sky Fees/Expenses . . . . . . 5,000.00
Transfer Agent Fees . . . . . . 3,000.00
Miscellaneous Expenses . . . . . . 5,400.00
-----------
TOTAL $ 50,000.00
===========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Registrant has sold the
following securities which were not registered under the
Securities Act of 1933, as amended.
<PAGE> 39
Name and Address Date Shares Consideration
- --------------------- ------- --------- ----------------
Hugh Grenfal 1/21/00 2,500,000 Services and $1,018.50
3337 W. 30th Avenue in cash
Vancouver, British Columbia
Canada V7S 1W3
Andrei Stytsenko 1/21/00 2,500,000 Services and $1,018.50
5616 - 189 A Street in cash
Edmonton, Alberta
Canada T6M 2G7
We issued the foregoing restricted shares of common stock to
Messrs. Grenfal and Stytsenko pursuant to Section 4(2) of the
Securities Act of 1933. Messrs. Grenfal and Stytsenko are
sophisticated investors, are officers and directors of the company, and
where in possession of all material information relating to the
company. Further, no commissions were paid to anyone in connection
with the sale of the shares and general solicitation was made to
anyone.
ITEM 27. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement, pursuant to Item 601 of Regulation K. All Exhibits have
been previously filed unless otherwise noted.
Exhibit No. Document Description
- ----------- ------------------------------------------------------
3.1 Articles of Incorporation.
3.2 Bylaws.
4.1 Specimen Stock Certificate.
5.1 Opinion of Conrad C. Lysiak, Esq. regarding the legality
of the Securities being registered.
10.1 Casino 1 Claim.
10.2 Casino 2 Claim.
10.3 Casino 3 Claim.
10.4 Casino 4 Claim.
10.5 Casino 5 Claim.
10.6 Casino 6 Claim.
10.7 Statement of Trustee.
23.1 Consent of Williams & Webster, P.S., Certified Public
Accountants.
23.2 Consent of Conrad C. Lysiak, Esq.
27.1 Financial Data Schedule.
99.1 Subscription Agreement.
<PAGE> 40
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
c. To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of this Form SB-2 Registration
Statement and has duly caused this Form SB-2 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in Vancouver, British Columbia, on this 24th day of April, 2000.
ABERDENE MINES LIMITED
BY: /s/ Hugh Grenfal
Hugh Grenfal, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Hugh Grenfal, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendment (including post-effective amendments) to this
registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state
securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Form SB-2 Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Hugh Grenfal President, Treasurer, Chief April 24, 2000
Hugh Grenfal Financial Officer and a member
of the Board of Directors
/s/ Andrei Stytsenko Secretary and a member April 24, 2000
Andrei Stytsenko of the Board of Directors
<PAGE> 42
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ABERDENE MINES LIMITED
* * * * *
FIRST
The name of the corporation is ABERDENE MINES LIMITED.
SECOND
Its principal office in the state of Nevada is located
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120 The
name and address of its resident agent is Pacific Corporate
Services, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120.
THIRD
The purpose or purposes for which the corporation is
organized:
To engage in and carry on any lawful business
activity or trade, and any activities necessary,
convenient, or desirable to accomplish such purposes,
not forbidden by law or by these articles of
incorporation.
FOURTH
The amount of the total authorized capital stock of the
corporation is One Thousand Dollars ($1,000.00) consisting of One
Hundred Million (100,000,000) shares of common stock of the par
value of $0.00001 each.
FIFTH
The governing board of this corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the bylaws of this corporation.
There is one initial member of the Board of Directors
and his name and address is:
<PAGE> 43
NAME POST-OFFICE ADDRESS
Hugh Grenfal 3337 West 30th Avenue
Vancouver, British Columbia V6S 1W3
The number of members of the Board of Directors shall
not be less than one nor more than thirteen.
SIXTH
The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation.
SEVENTH
The name and addresses of each of the incorporators
signing the Articles of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
EIGHTH
The corporation is to have perpetual existence.
NINTH
In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized:
Subject to the bylaws, if any, adopted by the
stockholders, to make, alter or amend the bylaws of the
corporation.
To fix the amount to be reserved as working capital
over and above its capital stock paid in, to authorize and cause
to be executed mortgages and liens upon the real and personal
property of this corporation.
By resolution passed by a majority of the whole board,
to designate one (1) or more committees, each committee to
consist of one (1) or more of the directors of the corporation,
which, to the extent provided in the resolution or in the bylaws
of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be stated in
the bylaws of the corporation or as may be determined from time
to time by resolution adopted by the board of directors.
<PAGE> 44
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders' meeting
called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power
and authority at any meeting to sell, lease or exchange all of
the property and assets of the corporation, including its good
will and its corporate franchises, upon such terms and conditions
as its board of directors deem expedient and for the best
interests of the corporation.
TENTH
Meeting of stockholders may be held outside the State
of Nevada, if the bylaws so provide. The books of the
corporation may be kept (subject to any provision contained in
the statutes) outside the State of Nevada at such place or places
as may be designated from time to time by the board of directors
or in the bylaws of the corporation.
ELEVENTH
This corporation reserves the right to amend alter,
change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH
The corporation shall indemnify its officers,
directors, employees and agents to the full extent permitted by
the laws of the State of Nevada.
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have
hereunto set my hand this 20th day of January, 2000.
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
<PAGE> 45
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 20th day of January, 2000, before me, a Notary
Public, personally appeared CONRAD C. LYSIAK, who severally
acknowledged that he executed the above instrument.
/s/ Judy Terese Lysiak
Notary Public, residing in the State of
Washington, residing in Spokane.
My Commission Expires:
October 9, 2002
<PAGE> 46
EXHIBIT 3.2
BYLAWS
OF
ABERDENE MINES LIMITED
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation,
for the purpose of election of Directors and for such other
business as may come before it, shall be held at the
registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be
designated by the notice of the meeting, on the third week in
January of each and every year, at 1:00 p.m., commencing in
2001, but in case such day shall be a legal holiday, the
meeting shall be held at the same hour and place on the next
succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may
be called at any time by the holders of ten percent (10%) of
the voting shares of the Corporation, or by the President, or
by the Board of Directors or a majority thereof. No business
shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting.
The Board of Directors may designate any place, either within
or without the State of Nevada, as the place of any special
meeting called by the president or the Board of Directors, and
special meetings called at the request of shareholders shall
be held at such place in the State of Nevada, as may be
determined by the Board of Directors and placed in the notice
of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which
the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder of
record entitled to vote at the meeting. Such notice shall be
given not less than ten (10) nor more than fifty (50) days
prior to the date of the meeting, and such notice shall be
deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his/her address as it
appears on the stock transfer books of the Corporation.
<PAGE> 47
.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by
his/her attendance thereat in person or by proxy. Any
shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof had
been given.
.05 Quorum and Adjourned Meetings.
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. A majority
of the shares represented at a meeting, even if less than a
quorum, may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his/her
duly authorized attorney in fact. Such proxy shall be filed
with the secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in
the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation
or in these Bylaws, every shareholder of record shall have the
right at every shareholder's meeting to one (1) vote for every
share standing in his/her name on the books of the
Corporation, and the affirmative vote of a majority of the
shares represented at a meeting and entitled to vote thereat
shall be necessary for the adoption of a motion or for the
determination of all questions and business which shall come
before the meeting.
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed
by its Board of Directors.
<PAGE> 48
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less
than one nor more than thirteen. Each Director shall hold
office until the next annual meeting of shareholders and until
his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause the Directors
shall not have been elected at an annual meeting, they may be
elected at a special meeting of shareholders called for that
purpose in the manner provided by these Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the
remaining Director, whether constituting a quorum or not, may
elect a successor to hold office for the unexpired portion of
the terms of the Director whose place shall be vacant, and
until his/her successor shall have been duly elected and
qualified.
.05 Resignation.
Any Director may resign at any time by delivering written
notice to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or
regular meeting of the Board of Directors of the Corporation
may be held outside of the State of Nevada, and any member or
members of the Board of Directors of the Corporation may
participate in any such meeting by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time; the participation by such means shall
constitute presence in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or at
such time and place as may be determined by the
Directors. No notice of the annual meeting of the Board
of Directors shall be necessary.
<PAGE> 49
B. Special Meetings.
Special meetings of the Directors shall be called at any
time and place upon the call of the president or any
Director. Notice of the time and place of each special
meeting shall be given by the secretary, or the persons
calling the meeting, by mail, radio, telegram, or by
personal communication by telephone or otherwise at least
one (1) day in advance of the time of the meeting. The
purpose of the meeting need not be given in the notice.
Notice of any special meeting may be waived in writing or
by telegram (either before or after such meeting) and
will be waived by any Director in attendance at such
meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held
at such place and on such day and hour as shall from time
to time be fixed by resolution of the Board of Directors.
No notice of regular meetings of the Board of Directors
shall be necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall
constitute a quorum for all purposes, but a lesser number may
adjourn any meeting, and the meeting may be held as adjourned
without further notice. At each meeting of the Board at which
a quorum is present, the act of a majority of the Directors
present at the meeting shall be the act of the Board of
Directors. The Directors present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave
less than a quorum.
.08 Compensation.
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity
and receiving compensation therefor.
.09 Presumption of Assent.
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes
<PAGE> 50
of the meeting or unless he/she shall file his/her written
dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted
in favor of such action.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its
members an executive committee and one of more other
committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of
the Board of Directors, but no such committee shall have the
authority of the Board of Directors, in reference to amending
the Articles of Incorporation, adoption a plan of merger or
consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially
all the property and assets of the dissolution of the
Corporation or a revocation thereof, designation of any such
committee and the delegation thereto of authority shall not
operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a
chairman of the Board of Directors from its members; and, if
a chairman has been elected, he/she shall, when present,
preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board may
prescribe.
.12 Removal.
Directors may be removed from office with or without cause by
a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be
voted upon or approved at a duly called meeting of the Directors or
shareholders may be accomplished without a meeting if a written
memorandum of the respective Directors or shareholders, setting
forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
<PAGE> 51
IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or
more vice presidents (the number thereof to be determined by
the Board of Directors), a secretary and a treasurer, each of
whom shall be elected by the Board of Directors. Such other
Officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. Any
Officer may be held by the same person, except that in the
event that the Corporation shall have more than one director,
the offices of president and secretary shall be held by
different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of
Directors. None of said Officers except the president need be
a Director, but a vice president who is not a Director cannot
succeed to or fill the office of president. The Officers
shall be elected by the Board of Directors. Except as
hereinafter provide, each of said Officers shall hold office
from the date of his/her election until the next annual
meeting of the Board of Directors and until his/her successor
shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers
shall be as follows:
A. President.
The president shall be the chief executive Officer of the
Corporation and, subject to the direction and control of
the Board of Directors, shall have general charge and
supervision over its property, business, and affairs.
He/she shall, unless a Chairman of the Board of Directors
has been elected and is present, preside at meetings of
the shareholders and the Board of Directors.
B. Vice President.
In the absence of the president or his/her inability to
act, the senior vice president shall act in his place and
stead and shall have all the powers and authority of the
president, except as limited by resolution of the Board
of Directors.
<PAGE> 52
C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of
the Board of Directors meetings in one or more
books provided for that purpose;
2. See that all notices are duly given in
accordance with the provisions of these Bylaws
or as required by law;
3. Be custodian of the corporate records and of
the seal of the Corporation and affix the seal
of the Corporation to all documents as may be
required;
4. Keep a register of the post office address of
each shareholder which shall be furnished to
the secretary by such shareholder;
5. Sign with the president, or a vice president,
certificates for shares of the Corporation,
the issuance of which shall have been
authorized by resolution of the Board of
Directors;
6. Have general charge of the stock transfer
books of the corporation; and,
7. In general perform all duties incident to the
office of secretary and such other duties as
from time to time may be assigned to him/her
by the president or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody, control
and disposition of the funds and securities of the
Corporation and shall account for the same; and, at the
expiration of his/her term of office, he/she shall turn
over to his/her successor all property of the Corporation
in his/her possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board
of Directors, may sign with the president or a vice
president certificates for shares of the Corporation the
issuance of which shall have been authorized by a
resolution of the Board of Directors. The assistant
<PAGE> 53
treasurers shall, respectively, if required by the Board
of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the
Board of Directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the
secretary or the treasurer, respectively, or by the
president or the Board of Directors.
.04 Removal.
The Board of Directors shall have the right to remove any
Officer whenever in its judgment the best interest of the
Corporation will be served thereby.
.05 Vacancies.
The Board of Directors shall fill any office which becomes
vacant with a successor who shall hold office for the
unexpired term and until his/her successor shall have been
duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed
by the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such
form as is consistent with the provisions of the Corporation
laws of the State of Nevada. They shall be signed by the
president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on
the back of the certificates or by a written power of attorney
to assign and transfer the same signed by the record holder of
the certificate. Except as otherwise specifically provided in
these Bylaws, no shares shall be transferred on the books of
the Corporation until the outstanding certificate therefor has
been surrendered to the Corporation.
<PAGE> 54
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss or
destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be issued
without requiring any bond, when in the judgment of the Board
of Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of
accounts and minutes of the proceedings of the Board of
Directors and shareholders and shall keep at its registered
office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the names
of the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when
certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its
Officers or Directors, unless first approved by the holder of
two-third of the voting shares, and no loans shall be made by the
Corporation secured by its shares. Loans shall be permitted to be
made to Officers, Directors and employees of the Company for moving
expenses, including the cost of procuring housing. Such loans
shall be limited to $25,000.00 per individual upon unanimous
consent of the Board of Directors.
<PAGE> 55
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and
with respect to any criminal action proceeding, had reasonable
cause to believe that such person's conduct was unlawful.
.02 Derivative Action
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in the Corporation's favor
by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) and
amount paid in settlement actually and reasonably incurred by
such person in connection with the defense or settlement of
such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to amounts paid in settlement, the settlement of the
suit or action was in the best interests of the Corporation;
provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of such person's duty to
<PAGE> 56
the Corporation unless and only to the extent that, the court
in which such action or suit was brought shall determine upon
application that, despite circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper. The termination of
any action or suit by judgment or settlement shall not, of
itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the
Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or
Agent of the Corporation has been successful on the merits or
otherwise, in whole or in part in defense of any action, suit
or proceeding referred to in Paragraphs .01 and .02 above, or
in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in
connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the Director, Trustee, Officer, employee or
agent is proper in the circumstances because such person has
met the applicable standard of conduct set forth in Paragraphs
.01 and .02 above. Such determination shall be made (a) by
the Board of Directors of the Corporation by a majority vote
of a quorum consisting of Directors who were not parties to
such action, suit or proceeding, or (b) is such a quorum is
not obtainable, by a majority vote of the Directors who were
not parties to such action, suit or proceeding, or (c) by
independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this
Paragraph .04 may determine that a person has met the
standards therein set forth as to some claims, issues or
matters but not as to others, and may reasonably prorate
amounts to be paid as indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit
or proceeding shall be paid by the Corporation, at any time or
from time to time in advance of the final disposition of such
action, suit or proceeding as authorized in the manner
<PAGE> 57
provided in Paragraph .04 above upon receipt of an undertaking
by or on behalf of the Director, Trustee, Officer, employee or
agent to repay such amount unless it shall ultimately be by
the Corporation is authorized in this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any law, bylaw, agreement,
vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to
action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a Director,
Trustee, Officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
.07 Insurance.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability assessed against such person
in any such capacity or arising out of such person's status
as such, whether or not the corporation would have the power
to indemnify such person against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation"
shall include, in addition to the Corporation, an constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and
authority to indemnify its Directors, Trustees, Officers,
employees or agents, so that any person who is or was a
Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the
voting stock of which is owned by such constituent corporation
or is or was serving at the request of such constituent
corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving Corporation as such person would have with respect
to such constituent corporation if its separate existence had
continued.
<PAGE> 58
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any
regular or special meeting of the shareholders if notice of
the proposed alteration or amendment is contained in the
notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of
the Board of Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles
of Incorporation, Bylaws, or special rules or order of the
Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole
or in part as a deductible expense of the Corporation for Federal
Income Tax purposes, the employee shall reimburse the Corporation,
upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the
provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the
purpose of entitling such employee to a business expense deduction
for the taxable year in which the repayment is made to the
Corporation. In this manner, the Corporation shall be protected
from having to bear the entire burden of disallowed expense items.
<PAGE> 59
EXHIBIT 4.1
ABERDENE MINES LIMITED
INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED SHARES $0.00001 PAR VALUE
NUMBER SHARES
CUSIP
See Reverse
For Certain Definitions
THIS CERTIFIES THAT
Is The Owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON
STOCK OF
ABERDENE MINES LIMITED
Transferable only on the books of the Company in person or by
duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this
Certificate to be executed by the facsimile signatures of its
duly authorized officers and to be sealed with the facsimile seal
of the Company.
Dated:
_______________________ _________________________
Secretary SEAL President
<PAGE> 60
ABERDENE MINES LIMITED
TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED
The following abbreviations when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable law 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 ___________ (Minor)
under Uniform Gifts to Minors Act ____________ (State)
Additional abbreviations may also be used though not in the above
list.
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 zip code of
Assignee)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _______________________
attorney-in-fact to transfer the said stock on the books of the
within-named Corporation, with full power of substitution in the
premises.
Dated: _________________
_____________________________________________
Notice: The signatures to this Assignment
must correspond with the name(s) as written
upon the face of the certificate in every
particular, without alteration or enlargement
or any change whatsoever.
Signature(s) Guaranteed:
___________________________
The signature(s) must be guaranteed by an eligible guarantor
institution (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
<PAGE> 61
EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
April 25, 2000
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Aberdene Mines Limited
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Aberdene Mines Limited (the "Company") is a duly and
legally organized and exiting Nevada state corporation, with its
registered office located in Las Vegas, Nevada and its principal
place of business located in Vancouver, British Columbia, Canada.
The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State's office and
filed with the office on January 20, 2000. The Company's
existence and form is valid and legal pursuant to the
representation above.
2. The Company is a fully and duly incorporated Nevada
corporate entity. The Company has one class of Common Stock at
this time. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the
non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in
legal form and in compliance with the laws of the State of
Nevada, and when such stock was issued it was fully paid for and
non-assessable. The common stock to be sold under this Form SB-2
Registration Statement is likewise legal under the laws of the
State of Nevada.
3. To my knowledge, the Company is not a party to any legal
proceedings nor are there any judgments against the Company, nor
are there any actions or suits filed or threatened against it or
its officers and directors, in their capacities as such, other
than as set forth in the registration statement. I know of no
disputes involving the Company and the Company has no claim,
actions or inquires from any federal, state or other government
agency, other than as set forth in the registration statement. I
know of no claims against the Company or any reputed claims
against it at this time, other than as set forth in the
registration statement.
<PAGE> 62
Securities and Exchange Commission
RE: Aberdene Mines Limited
April 25, 2000
Page 2
4. The Company's outstanding shares are all common shares.
There are no liquidation preference rights held by any of the
Shareholders upon voluntary or involuntary liquidation of the
Company.
5. The directors and officers of the Company are indemnified
against all costs, expenses, judgments and liabilities, including
attorney's fees, reasonably incurred by or imposed upon them or any
of them in connection with or resulting from any action, suit or
proceedings, civil or general, in which the officer or director is or
may be made a party by reason of his being or having been such a
director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter
of law.
6. All tax benefits to be derived from the Company's operations
shall inure to the benefit of the Company. Shareholders will receive
no tax benefits from their stock ownership, however, this must be
reviewed in light of the Tax Reform Act of 1986.
7. By director's resolution, the Company has authorized
the issuance of up to 2,000,000 shares of Common Stock.
The Company's Articles of Incorporation presently provide
the authority to the Company to issue 100,000,000 shares of
Common Stock, $0.00001 par value. Therefore, a Board of
Directors' Resolution which authorized the issuance for sale of
up to 2,000,000 of Common Stock, would be within the authority of
the Company's directors and the shares, when issued, will be
validly issued, fully paid and non-assessable.
Yours truly,
/s/ Conrad C. Lysiak
<PAGE> 63
EXHIBIT 10.1
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604)
983-4269, Client Number 142277, Agent for Hugh Grenfal, 3337 West
Thirty Avenue, Vancouver, British Columbia V6S 1W6, telephone
number (604) 605-0885, Client Number 110359, hereby apply for a
record of a 2 post claim for the location as outlined on the
attached copy of mineral titles reference map number(s) 82 F 4
Est (MO82F002), the Trial Creek Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent
landmarks and a description of the initial post location.
The initial post is located 2,550 meters at 278 degrees TN
for the confluence of Casino Creek and the Columbia River.
Access is gained by traveling along the Casino Townsite Road
for 5.5 kilometers. Post is about 150 meters North of Road.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal
identification tag embossed "INITIAL POST (No. 1)" to the initial
post and impressed this information on the tag:
TAG NUMBER 690891 M
INITIAL POST (No. 1)
<PAGE> 64
CLAIM NAME Casino #1
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 8:00 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 0
METERS TO LEFT 500
+ "Direction" means a bearing measured between 0 degrees and
360 degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification
tag embossed "FINAL POST (No. 2)" to the final post (or the
witness post*) and impressed this information on the tag:
CLAIM NUMBER Casino #1
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 9:15 am
* If witness post placed for final post: Bearing and distance
from the witness post to the true position of the final
post, exactly as written on the witness post: _____ degrees,
_____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the
Mineral Tenure Act and Regulation pertaining to the location of 2
post claims and have attached a plan of the location on which the
positions of the initial and final posts (and witness post if
applicable) are indicated. The tag information supplied above is
the identical information that I impressed upon the respective
tags affixed to the applicable post when I located this claim,
and this information is true and correct.
/s/ illegible
Signature of Locator
<PAGE> 65
EXHIBIT 10.2
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604) 983-4269,
Client Number 142277, Agent for Hugh Grenfal, 3337 West Thirty
Avenue, Vancouver, British Columbia V6S 1W6, telephone number (604)
605-0885, Client Number 110359, hereby apply for a record of a 2 post
claim for the location as outlined on the attached copy of mineral
titles reference map number(s) 82 F 4 Est (MO82F002), the Trial Creek
Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent landmarks
and a description of the initial post location.
The initial post is located 2,550 meters at 278 degrees TN for
the confluence of Casino Creek and the Columbia River. Access is
gained by traveling along the Casino Townsite Road. Post is about 150
meters North of Road, 5.5 kilometers along road from trail.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal identification
tag embossed INITIAL POST (No. 1) to the initial post and impressed
this information on the tag:
TAG NUMBER 690892 M INITIAL POST (No. 1)
CLAIM NAME Casino #2
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 8:01 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 500
METERS TO LEFT 0
<PAGE> 66
+ "Direction" means a bearing measured between 0 degrees and 360
degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification tag
embossed "FINAL POST (No. 2)" to the final post (or the witness
post*) and impressed this information on the tag:
CLAIM NUMBER Casino #2
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 9:16 am
* If witness post placed for final post: Bearing and distance from
the witness post to the true position of the final post, exactly
as written on the witness post: _____ degrees, _____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the Mineral
Tenure Act and Regulation pertaining to the location of 2 post claims
and have attached a plan of the location on which the positions of
the initial and final posts (and witness post if applicable) are
indicated. The tag information supplied above is the identical
information that I impressed upon the respective tags affixed to the
applicable post when I located this claim, and this information is
true and correct.
/s/ illegible
Signature of Locator
<PAGE> 67
EXHIBIT 10.3
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604) 983-4269,
Client Number 142277, Agent for Hugh Grenfal, 3337 West Thirty
Avenue, Vancouver, British Columbia V6S 1W6, telephone number (604)
605-0885, Client Number 110359, hereby apply for a record of a 2 post
claim for the location as outlined on the attached copy of mineral
titles reference map number(s) 82 F 4 Est (MO82F002), the Trial Creek
Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent landmarks
and a description of the initial post location.
The initial post is located 2,800 meters at 287 degrees TN for
the confluence of Casino Creek and the Columbia River. Access to the
post is gained by traveling 5.5 kilometers along the Casino Townsite
Road. From trail then north (337 degrees) for 650 meters to post.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal identification
tag embossed "INITIAL POST (No. 1)" to the initial post and impressed
this information on the tag:
TAG NUMBER 690893 M INITIAL POST (No. 1)
CLAIM NAME Casino #3
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 9:17 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 0
METERS TO LEFT 500
<PAGE> 68
+ "Direction" means a bearing measured between 0 degrees and 360
degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification tag
embossed "FINAL POST (No. 2)" to the final post (or the witness
post*) and impressed this information on the tag:
CLAIM NUMBER Casino #3
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 10:30 am
* If witness post placed for final post: Bearing and distance from
the witness post to the true position of the final post, exactly
as written on the witness post: _____ degrees, _____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the Mineral
Tenure Act and Regulation pertaining to the location of 2 post claims
and have attached a plan of the location on which the positions of
the initial and final posts (and witness post if applicable) are
indicated. The tag information supplied above is the identical
information that I impressed upon the respective tags affixed to the
applicable post when I located this claim, and this information is
true and correct.
/s/ illegible
Signature of Locator
<PAGE> 69
EXHIBIT 10.4
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604) 983-4269,
Client Number 142277, Agent for Hugh Grenfal, 3337 West Thirty
Avenue, Vancouver, British Columbia V6S 1W6, telephone number (604)
605-0885, Client Number 110359, hereby apply for a record of a 2 post
claim for the location as outlined on the attached copy of mineral
titles reference map number(s) 82 F 4 Est (MO82F002), the Trial Creek
Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent landmarks
and a description of the initial post location.
The initial post is located 2,800 meters at 287 degrees TN for
the confluence of Casino Creek and the Columbia River. Access is
gained by traveling along the Casino Townsite Road for 5.5
kilometers, then north(337 degrees) for 650 meters to post.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal identification
tag embossed "INITIAL POST (No. 1)" to the initial post and impressed
this information on the tag:
TAG NUMBER 690894 M INITIAL POST (No. 1)
CLAIM NAME Casino #4
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 9:18 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 500
METERS TO LEFT 0
<PAGE> 70
+ "Direction" means a bearing measured between 0 degrees and 360
degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification tag
embossed "FINAL POST (No. 2)" to the final post (or the witness
post*) and impressed this information on the tag:
CLAIM NUMBER Casino #4
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 10:31 am
* If witness post placed for final post: Bearing and distance from
the witness post to the true position of the final post, exactly
as written on the witness post: _____ degrees, _____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the Mineral
Tenure Act and Regulation pertaining to the location of 2 post claims
and have attached a plan of the location on which the positions of
the initial and final posts (and witness post if applicable) are
indicated. The tag information supplied above is the identical
information that I impressed upon the respective tags affixed to the
applicable post when I located this claim, and this information is
true and correct.
/s/ illegible
Signature of Locator
<PAGE> 71
EXHIBIT 10.5
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604)
983-4269, Client Number 142277, Agent for Hugh Grenfal, 3337 West
Thirty Avenue, Vancouver, British Columbia V6S 1W6, telephone
number (604) 605-0885, Client Number 110359, hereby apply for a
record of a 2 post claim for the location as outlined on the
attached copy of mineral titles reference map number(s) 82 F 4 Est
(MO82F002), the Trial Creek Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent
landmarks and a description of the initial post location.
The initial post is located 3,200 meters at 294 degrees TN for
the confluence of Casino Creek and the Columbia River. Access is
gained by traveling along the Casino Townsite Road for 5.5
kilometers. Post is about 150 meters North of Road.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal identification
tag embossed "INITIAL POST (No. 1)" to the initial post and impressed
this information on the tag:
TAG NUMBER 690895 M INITIAL POST (No. 1)
CLAIM NAME Casino #5
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 10:32 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 0
METERS TO LEFT 500
<PAGE> 72
+ "Direction" means a bearing measured between 0 degrees and 360
degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification tag
embossed "FINAL POST (No. 2)" to the final post (or the witness
post*) and impressed this information on the tag:
CLAIM NUMBER Casino #5
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 11:20 am
* If witness post placed for final post: Bearing and distance from
the witness post to the true position of the final post, exactly
as written on the witness post: _____ degrees, _____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the Mineral
Tenure Act and Regulation pertaining to the location of 2 post claims
and have attached a plan of the location on which the positions of
the initial and final posts (and witness post if applicable) are
indicated. The tag information supplied above is the identical
information that I impressed upon the respective tags affixed to the
applicable post when I located this claim, and this information is
true and correct.
/s/ illegible
Signature of Locator
<PAGE> 73
EXHIBIT 10.6
BRITISH COLUMBIA
MINISTRY OF ENERGY AND MINES,
ENERGY AND MINERALS DIVISION - MINERAL TITLES BRANCH
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 24)
Mining Division __________________ Tenure No. ___________________
__________________________________ Date of Record _______________
Gold Commissioner
APPLICATION TO RECORD A 2 POST CLAIM
I, Tomas Z. Tomczyk, 309, 321 East Second Street, North
Vancouver, British Columbia V7C 1C6, telephone number (604) 983-4269,
Client Number 142277, Agent for Hugh Grenfal, 3337 West Thirty
Avenue, Vancouver, British Columbia V6S 1W6, telephone number (604)
605-0885, Client Number 110359, hereby apply for a record of a 2 post
claim for the location as outlined on the attached copy of mineral
titles reference map number(s) 82 F 4 Est (MO82F002), the Trial Creek
Mining Division.
ACCESS
Describe how you gained access to the location; include
references to roads, trails topographic features, permanent landmarks
and a description of the initial post location.
The initial post is located 3,200 meters at 294 degrees TN for
the confluence of Casino Creek and the Columbia River. Access is
gained by traveling along the Casino Townsite Road for 5.5
kilometers. Post is about 150 meters North of Road.
GPS Co-ordinates taken of posts: Yes [ ] No [ x ]
If yes, complete information chart on reverse.
TAG INFORMATION
I have securely affixed the potion of the metal identification
tag embossed "INITIAL POST (No. 1)" to the initial post and impressed
this information on the tag:
TAG NUMBER 690891 M INITIAL POST (No. 1)
CLAIM NAME Casino #6
LOCATOR Tomas Z. Tomczyk
AGENT FOR Hugh Grenfal
DATE COMMENCED January 9, 2000
TIME COMMENCED 10:33 am
+ DIR TO F.P. 337 degrees TN
METERS TO RIGHT 500
METERS TO LEFT 0
<PAGE> 74
+ "Direction" means a bearing measured between 0 degrees and 360
degrees, where 0 degrees is the bearing of true north.
I have securely affixed the portion of the metal identification tag
embossed "FINAL POST (No. 2)" to the final post (or the witness
post*) and impressed this information on the tag:
CLAIM NUMBER Casino #6
LOCATOR Tomas J. Tomczyk
AGENT FOR Hugh Grenfal
DIST FROM I.P. 500 meters
DATE COMPLETED January 9, 2000
TIME COMPLETED 11:21 am
* If witness post placed for final post: Bearing and distance from
the witness post to the true position of the final post, exactly
as written on the witness post: _____ degrees, _____ meters.
ACKNOWLEDGMENT
I have complied with all the terms and conditions of the Mineral
Tenure Act and Regulation pertaining to the location of 2 post claims
and have attached a plan of the location on which the positions of
the initial and final posts (and witness post if applicable) are
indicated. The tag information supplied above is the identical
information that I impressed upon the respective tags affixed to the
applicable post when I located this claim, and this information is
true and correct.
/s/ illegible
Signature of Locator
<PAGE> 75
EXHIBIT 10.7
HUGH GRENFAL
Suite 1950 - 400 Burrard Street
Vancouver, B.C. Canada
V6C 3A6
January 28, 2000
Aberdene Mines Limited
Suite 1950 - 400 Burrard Street
Vancouver, B.C. V6C 3A6
Dear Sirs:
RE: Casino Red Cap Project
I, Hugh Grenfal, hold in trust for Aberdene Mines Limited a 100%
undivided interest in six mineral claims located in the Trial Creek
Mining Division, namely:
Casino #1 - 1 unit (claim tag number 690891 M);
Casino #2 - 1 unit (claim tag number 690892 M);
Casino #3 - 1 unit (claim tag number 690893 M);
Casino #4 - 1 unit (claim tag number 690894 M);
Casino #5 - 1 unit (claim tag number 690895 M);
Casino #6 - 1 unit (claim tag number 690896 M);
I will deliver full title on demand to Aberdene Mines Limited for
as long as the claims are in good standing with the Province of
British Columbia.
Yours,
/s/ Hugh Grenfal
Hugh Grenfal
HG:mb
<PAGE> 77
EXHIBIT 23.1
WILLIAMS & WEBSTER, P.S.
Certified Public Accountants
601 West Riverside
Suite 1940
Spokane, Washington 99201-0611
(509) 838-8111
FAX (509) 624-5001
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Aberdene Mines Limited
Las Vegas, Nevada
We consent to the use of our audit report dated February 24,
2000, on the financial statements of Aberdene Mines Limited as of
January 31, 2000 and the period then ended, and the inclusion of
our name under the heading "Experts" in the Form SB-2
Registration Statement filed with the Securities and Exchange
Commission.
/s/ Williams & Webster P.S.
Williams & Webster, P.S.
Spokane, Washington
April 25, 2000
<PAGE> 78
EXHIBIT 23.2
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
CONSENT
I HEREBY CONSENT to the inclusion of my name in
connection with the Form SB-2 Registration Statement filed with
the Securities and Exchange Commission as attorney for the
registrant, Aberdene Mines Limited.
DATED this 25th day of April, 2000.
Yours truly,
/s/ Conrad C. Lysiak
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at January 31, 2000 Audited and
the Consolidated Statement of Income for the ten days ended January 31, 2000
Audited and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> JAN-31-2000
<CASH> 130
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,130
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,172
<CURRENT-LIABILITIES> 11,400
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> (228)
<TOTAL-LIABILITY-AND-EQUITY> 11,172
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 275,228
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (275,228)
<INCOME-TAX> 0
<INCOME-CONTINUING> (275,228)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (275,228)
<EPS-BASIC> (0.055)
<EPS-DILUTED> (0.055)
</TABLE>
<PAGE> 79
Exhibit 99.1
SUBSCRIPTION AGREEMENT
Aberdene Mines Limited
400 Burrard Street
Suite 1950
Vancouver, British Columbia
Canada V6C 3A6
Dear Sirs:
Concurrent with execution of this Agreement, the undersigned
(the "Purchaser") is purchasing ________________ shares of Common
Stock of Aberdene Mines Limited (the "Company") at a price of $0.10
per Share (the "Subscription Price")
Purchaser hereby confirms the subscription for and purchase
of said number of Shares and hereby agrees to pay herewith the
Subscription Price for such Shares.
MAKE CHECK PAYABLE TO: Aberdene Mines Limited
Executed this _____ day of ________________, _______, at
_____________________ (Street Address), ___________________ (City),
_________________ (State) ________ (Zip Code).
___________________________________
Signature of Purchaser
___________________________________
Printed Name of Purchaser
___________________________________
Social Security Number/
Tax I.D.
Number of Shares Purchased Total Subscription Price
__________________________ ________________________
Form of Payment: Cash _________________
Check# _________________
Other _________________
ACCEPTED THIS _____ DAY OF ________________, _______.
ABERDENE MINES LIMITED
BY: __________________________________
Title: ___________________________
