42C02NE0230 ABOTOSSAW31 ABOTOSSAWAY 010

ADONIS MINES LIMITED

PROSPECTUS

Under Section 38 of The Securities Act) R.S.O. 1950, Ch. 351

A. The full name of the Company is ADONIS MINES LIMITED, with head office at Suite 102U - 85 Richmond Street West, Toronto, Ontario.

B. The Company was incorporated under The Corporations Ac o, 1953 by Letters Patent dated July lith, 1955- Supplementary Letters Patent dated the 2nd day of September, 1959* were granted to the Company under the afore said Act.

The names, residential addresses and occupations of the officers and directors of the Company are as follows;

:S•K

QW

Os

^ twPresident and Director

.vi4*1

III1 ' Y'

Q

^.ce-President .find Director

Secretary-Treasurer '"and Director

lil

O h

O Z

lil Qop ^K vi0 3

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D.

E.

F.

G.

H.

I.

rector

W J-CDi

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Director

William Leonard Hodgson, 3U Pine Crescent, Toronto 8, Ontario.

John Franklyn MacKay, 19 Tranby Avenue, Toronto, Ontario.

Sam Taylor, F.C.I.S., 2 Strathallan Blvd., Toronto 12, Ontario.

Niels Andersen, Littlewood Farm, R.R. #1, Shanty Bay, Ontario.

Dr. Royden Cowan, 560 Bathurst Street, Toronto, Ontario.

Accountant

Executive

Chartered Secretary

Prospector- Geologist

Physician

fv'' 'fa,

Promoter - The Company has no promoter unless the vendors are considered as promoters in which caoe item L.(ii) hereof gives further particulars.

The auditors of the Company are Gilbert R. Barrett and Co., 85 Richmond Street West, Toronto, Ontario.

The Guaranty Trust Company of Canada, 366 Bay Street, Toronto, Ontario, is the stock registrar and transfer agent of the Company.

The Company has an authorized capital of 5,000,000 shares of the par value of $1.00 each of which there are issued, outstanding and fully paid 900,005 shares.

There are no bonds or debentures outstanding, nor does the Company propose to issue any.

The Guaranty Trust Company of Canada, 366 Bay Street, Toronto, holds in escrow 810,000 shares of the Company, subject to release pro rata on the written consent of the Ontario Securities Commission and the Board of Directors of the Company and subject to transfer, hypothecation and/or alienation within the escrow on the written consent of the Ontario Securities Commission.

(i) Shares sold for cash to date are as follows:

5 shares at ^1.00 per share

(ii) Total cash received, from the sale of the said shares is $5 00,

(iii) JJo commission has been paid or is payable on the sale of the said shares.

ADONIS MINES LTD -2-

J. The Company has ooid no securities other than the shares set out above for cash to date.

K. No shares have been issued or are to be issued nor cash paid or to be paid to any promoter unless vendors be considered promoters, in which case L.(ii) below gives complete details.

L. (i)(a) The Company is the holder of the following properties:

Sixteen (l6) unpatented contiguous raining claims, numbered SSM 58173 to SSM 58188 inclusive, O.ocated in the south west corner of Township 1*9, Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario.

(i)(b) Thirteen (13) surveyed, contiguous mining claims numbered A.C. 1955, 1956, 2713 to 2718 inclusive, 2731*, 2735, 2736, 27^1 and 27^2, located in the south east corner of Township 28, Range 26, Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario.

(li)(a) By Agreement dated August 31et, 1959, the Company acquired the claims set out in L.(i)(a) above from Miss Isabella Florence Cowe, 19U Rumsey Road, Toronto, Ontario, for a consideration of 900,000 shares of the Company's capital stock, 10# of which has been issued as free stock and the balance held in escrow in accordance with the terms set out in item H. above.

(ii)(b) By Agreement dated December 31st, 1958, The Algoma Central and Hudson Bay Railway Company, (hereinafter referred to as "the Railway Company"), granted to Milton Charles Halstead, Suite 12, 6olf Queen Street East, Sault Ste. Marie, Ontario, (hereinafter referred to os "Halstead"), the exclusive right to enter upon and carry out raining exploration, development and to prospect in the oaid 13 claims referreu to in L.(i)(b) above. According to the terms of the said Agreement Halstead agreed to commence such exploration, development and prospecting work within one year of the date of the Agreement, in accordance with the Conditions and Regulations Respecting Prospecting and Mining on the Lands of the Rail way Company (hereinafter referred to as "the Mining Regulations").

The said Agreement provides that no mining or removal of ore shall take place on any of said lands by Halstead, except samples for assay purposes or metallurgical test purposes, until such time as a lease has been entered into.

At any time, within five years of the date of the Agreement, if Halstead shall not be in default and shall have performed 200 days' work as re quired by the Mining Regulations, the Railway Company will grant, upon request, a 99-year lease of the said property or any portion thereof to Halstead under the Mining Regulations.

The royalties payable ander the form of lease required by tne aforesaid Mining Regulations are, in the case of every mine, except iron and pyrites mines, payable annually on March 1st in each year, in respect of the year ending on the 31st day of December immediately preceding, at the rate of 1# on all annual profits in excess of ^10,000. and up to ^1,000,000,; 1^# of said annual profits in excess of ^1,000,000. and up to ^3,000,000.j and 2# of s&id annual profits in excess of $3,000,000,

In the case of a pyrites mine a monthly royalty of 10^ per long ton of raw ore mined is payable.

In the case of an iron mine, if producing iron ore and shipping same in its natural state, a royalty of koj. per long ton for open pit ore and 25# per long ton for underground ore. In the event that the ore is treated this royalty is adjusted.

The determination of royalties and the form of lease to be entered into is set out in greater detail in the aforesaid Mining Regulations which are available from The Algoma Central St Hudson Bay Railway Company at Sault Ste. Marie, Ontario.

•~-'-\

A

ADONIS MINES LTD -3-

L, (ii)(b) cont'd

By Agreement dated July 15th, 1959; the said Halstead assigned the rights under said Agreement "between himself and the Railroad Company to Adonis Mines Limited in consideration of the payment of fyk,000.00 which amount has not yet been paid.

(iii) To the knowledge of the signatories hereto no person or company has received or is to receive a greater than 5# interest in the shares or other consideration received or to be received by the vendors.

M. For particulars as to the Company's properties, including history, means of access thereto, character, extent and condition of surface and underground explorrxion and development reference is made to the report of M.C. Haletead, B.Se., P.Eng., dated August 25th, 1959 and F.Q. Barnee, Ph.D., Geologist, dated September 1st, 1959; accompanying and forming part of this prospectus. No work has been done by the present management and there is no surface and underground plant and equipment on the Company's properties, except for two log buildings, each approximately 15 x 25 feet, one of which is in good repair, furnished and suitable for habitation, and a 100 foot shaft, which are located on the properties referred to in L.(i)(b) above.

N. By Agreement dated September 29th, 1959; between the Company and Jmaco Corporation Limited, 100 Adelaide Street West, Toronto, Ontario, (here inafter referred to as "Imaco"), Imaco agreed to purchase, on its own behalf, 200,000 shares at 10^ per share, payable as to $10,000.00 forth- with upon acceptance of this prospectus by the Ontario Securities Com mission, (hereinafter referred to as "the effective date"), and the balance within 60 days of the effective date, and in consideration of such firm commitment Imaco has received an option to purchase a further 1,000,000 shares, being:

200,000 shares at 15^ per share200,000 " "200,000 " "100,000 " "100,000 " "100,000 " "100,000 " "

payable within U, 6, 9, 12, l*t, 16 and 18 months, respectively, from the said effective date. It is understood that these options must be exercised within two years from the date of the Agreement.

The said Agreement provides that it shall not be terminated by default until 15 dayb cfter service of a notice by the Company upon Imaco, and failure within such period to rectify such default. The Company under stands that notwithstanding failure to serve such notice an amending statement must be filed within 20 days of the default if the securities of the Company are still in the course of primary distribution.

There are no sub-option or sub-underwriting agreements outstanding.

Imaco Corporation Limited is a registered security dealer. The only person holding a greater than 5# interest in Imaco is Miss Isabella Florence Cowe, 19U Rumsey Road, Toronto, Ontario.

0. The Company intends to expend the proceeds received from ths sale of its shares for corporate purposes, payment of the property cash con sideration and on the development and exploration of the Company's properties in accordance with the recommendations contained in the engineers' reports by M.C. Halstead and F.Q. Barnes as referred to in item M. hereof.

P. The Company has been incorporated for rcore than one year.

Q. There is no indebtedness to be created or assumed which is not shown on the Balance Sheet of'the Company as of September 29th, 1959; accom panying and forming part of this prospectus, hence no security is to be given.

ADONIS MINES LTD - k-

R, (i) The principal business of each director and officer for the pa.ot .. three years is as follows:-f. .,.'

HODGSON, William leonard Accountant,k National Truet Company Ltd.,: 20 King St. East,; Toronto.

MacKAY, John Franklyn Manager, Real Estate Property [ ' Department,

National Trust Company Ltd., 20 King St. East, Toronto.

TAYLOR, Sam Chartered Secretary,Partner - Taylor and Robson,Corporation Secretaries,85 Richmond St. West, Toronto.

ANDERSEN, lliels Prospector-GeologistSelf-employed as Exploration Manager.

COWAN, Royden Physician - in private practice.

(ii) No director or. officer of the Company, either personally or as a partner in a firm has ever had any direct or indirect interest in any property acquired or to be acquired by the Company.

(iii) Directors' fees will be paid in the amount of i|;25.00 to each director for each meeting which he attends. The Secretary-Treasurer of the Company will be paid $150.00 per month for providing head office and accounting facilities to the Company. No remuneration has been paid or is payable to officers or directors of the Company for services rendered to date, and it i e not anticipated that any remunera tion will be paid during the current financial year save as to direc tors' fees as Bet out above.

S. No dividends have been paid by the Company.

Miss Isabella Florence Cowe, 19** Rumsey Road, Toronto, by reason of beneficial ownership of securities is in a position to elect or cause

V, to be elected a majority of the directors of the Company.

f U. To the knowledge of the signatories hereto there is no arrangementfor the sale of vendor shares. Previously issued free shares of the Company and such escrowed shares as may be released from time to time may be sold to the public by the holders thereof at the prevailing

" market price in which case the proceeds of their sale will not be; received by the treasury of the Company.

; V. The foregoing constitutes full, true and plain disclosure of all ' material facts In respect of the offering of securities referred to

above as required under Section 38 of The Securities Act (Ontario) and there is no further material information applicable other than in the financial statement or reports where required.

DATED this 29th day of September 1959.

K DIRECTORS

; "William Leonard Hodgson"

"John Franklyn MacKay"

"Sam Taylor"

"Niels Kndersen"

jJ.-v V "Dr. Royden Cowan"

ADONIS MINES LTD

W, To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain diflclosur-r of all material facts in respect of the offering of securities referred to above as required by Section 38 of The Securities Act (Ontario) and there is no further material information applicable other than in the financial statement or reports where required, In respect of matters which are not within our knowledge we have relied upon the accuracy and adequacy of the foregoing.

UNDERWRITER/OPTIONEE

IMAGO CORPORATION LIMITED

per . "I.F, Cowe"

i; '.;*'f'V.K;V:

REPORT ON THE HERMAN LAKE MININO PROPERTY HELD ADONIS MINES LIMITED IN THE OOUDRBAU AREA

SAULT 8TR. MARIE MINING DIVISION ____DISTRICT OF ALOOMAj. ONTARIO, CANADA.

SUMMARYAdonis Mines holds 16 unpatented raining claims .at Herman Lake l mile

north of the town of Qoudreau. '*

Ooid and Copper was discovered on the claims in 1918 by Carl Kaupp, who reports gold values of ^8.38 to $20.00 per ton at present day gold prices.

No new work has been done on this property. A grab sample of the vein material taken by the writer assayed .20 oz. Gold and .52# Copper per ton .

The property is accessible to the 'Railway, Electric Engergy, Water and Timber are available close to the property.

Because of its interesting Ooid and Copper values, I have recommended a minimum of 1,000 feet of diamond drilling at an estimated cost of $5>000.00.

THE HERMAN LAKE PROPERTY

This property consists of sixteen contiguous, unsurveyed and unpatented raining claims containing 6hO acres more or

It is located in the south west corner of Township 1*9, Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada. The claims are numbered SSM 58173 to SSM 58188 inclusive.

ACCESS

The property lies one mile north and a quarter of a Bile east of the Town of Ooudreau on the Algoma Central and Hudson Bay Railway.

The property is reached via an old road from the railroad at mileage 179- This road crosses the south part of the property. It would have to be cleared of brurh to become usable.

OEOLOOY

This property is underlain with Keewatin basic lavas which are cut by two diabase dikes to the east of Herman Lake.

The main or larger dike can be traced for approximately thirty chains in a north 300 west direction. The smaller dike strikes due north south and appears to converge with the larger dike to the south east of Herman Lake.

ECONOMIC OEOLOOY

Ooid and Copper were discovered on the two south east claims of this group in 1918. These claims are now numbered SSM 58l8U and SSM 58188.

The discovery was mafic by Carl kaupp, who is retired and now resides in Sault Ste. Marie, Ontario.

Several large pits are blasted out along a sheared quartz porphry con taining a muriber of quartz veinlets, gave values of ^8.38 to 1^20.00 Ooid per ton over mining widths of six feet. Valued a' the present price of Ooid at

* 50 per oz.

The above represents old work done by Mr. Carl Kaupp. No new work has been done on the property.

A grab sample taken by the writer as a check assayed .20 oz. Ooid per ton and .5256 Copper.

The vein structure is strong and could have considerable length. The Ooid and Copper values are such that this property warrants being investigated by way of diamond drilling and I am recommending a minimum of 1,000 feet of diamond drilling.

ADONIS MINES LTD M.C.Haletead Report - 2,

POWER

The M,000 volt power line of the Great Lakes Power Company are within one and a quarter miles of the property.

WATER 8c TIMBER

Water is available for any mining operation on the property.

Timber is available in the area.

RECOMMENDATIONS Se CONCLUSIONS,

Ooid values are found in quartz in veinlnts in a sheared quartz porphyry formation. This Ooid bearing formation has never been diamond drilled.

This Ooid bearing structure is typical of the Ooudreau Lochalsh area.

In my opinion it warrants a minimum of 1,000 feet of diamond drillingwhich I am recommending.

The estimated cost for this amount of drilling is ^5jOOO.OO,

Respectfully submitted,

"M. C. Halstead"

M.C. Halstead, B.Se., P.Eng. Dated: August 25th, 1959.

CERTIFICATION

I, Milton C. Halstead, of the City of Sault Ste. Marie, Ontario, Canada, hereby certify:

1. That I am a Mining Engineer with offices at Suite 12, fob Queen Street East, Sault Ste. Marie, Ontario.

2. That I am a graduate of the University of Manitoba, B.Se. (1929); and a member of the Association of Professional Engineers of the Province of Ontario.

3* That save and except for J^,000.00 which I will receive for thirteen (13) claims flos. A.C.1955, A-C.1956, A.C.2713 to 2?l8 inclusive, A.C.273U to 2736 inclusive, A.C.27M and 27^2, in the Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario, which claims the Company has agreed to purchase from me, I have no direct or indirect interest in the properties or securities of Adonis Mines Limited, nor do I expect to receive either directly or indirectly any interest in the properties or securities of Adonis Mines Limited.

h. That the accompanying report is based on personal examination of the property on May 30th, 1959*

5. That old work is as reported.

6. That this Certification applies to the following mining claims SSM 59173 to SSM 58188 inclusive, in Township ty, all in the Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada.

"M. C. Halstead" Dateds August 25th, 1959. M.C. Halstead, B.Se., P.Png.

t''^'^^^ '

XOSAK PROPERTYof

ADONIS MINES LIMITED

Ooudreau AreaSault Ste. Marie Mining Division

District of Algoma Province of Ontario

Canada

Dated: by F-Q. Barnes Ph.D. l September, 1959- Geologist

KOZAK PROPERTY ofADONIS.MINES LIMITED

Summary;

The Kozak property of Adonis Mines Limited, situated approximately 3i miles south of Goudreau, Ontario, contains gold and silver valxies in quarto carbonate veins. The main vein has been partially explored with a 100 foot shaft and 315 feet of underground workings.

The expenditure of an estimated $12/ 000 is recommended to dewater the shaft and workings, test by underground diamond drilling the main or shaft vein, complete the survey and sampling of the surface pits, and geo logically map and study the nature of the vein system.

The Property;

The property, known in the Algoma Central and Hudson Bay Railway Company lend holdings as the Kozak Gold Mines Limited, contains 589. k acres more or less. The claims are contiguous and numbered A.C. 1955* 1956, 2713, 2715, 2716, 2717, 2718, 2731*, 2735, 2736, 27^1 and 27^2.

The property contains two log buildings approximately 15 x 25 feet. One building is in good repair, furnished and suitable for habitation. In addition the property has a 100 foot shaft with 250 feet of drifting on two levels and 60 feet of crosscutting on the lower or 100 foot level. Well over 500 feet of trenches can be found on the property. An overgrown but usable access road 1+500 feet long joins the shaft site with the railway.

Location and Accessibility;

; The Kozak property of Adonis Mines Limited is situated in the south- east corner of Township g8, Range 26 in the District of Algoma. The east bound-

? ary of the property is within 360 feet of the Algoma Central and Hudson Bay Rail way between mileages 17^ and 175 north from Sault Ste. Marie, Canada. An access road leads west from the tracks at mileage 17^ plus 3500 feet to the shaft site.

; The stations of Alden and Ooudreau are l %/U miles south and 3^- miles north res pectively from the access road.

Timber is locally available and Kozak Lake at the shaft site is a source of abundant water. The M,000 volt lines of the Great Lakes Power Company are located on the railway right of way within 4000 feet of the old shaft,

Property Investigation:

The writer personally visited the Kozak property on the 28th of August, 1959, and has studied the assay results and plans of American Yellowknife Gold Mines Limited, the last leaseholder. The positions of sorce of the channel samples taken by American Yellowknife Gold Mines were still recognizable by the paint markings of sample widths and numbers. The writer took a few check samples of the footwall rocks and mineralized vein material.

Previous Work;

' Some trenching was done on the property prior to 193** when Orecana";; Mines sank a 100 foot, two compartment shaft on a well-mineralized ^uartz-f ; carbonate vein. About 18 feet of drift was driven eouth of the shaft on thel* ' ? '35 foot level and assay data suggeots that part of the vein was exposed in it.f'.'; '"-/j. On the 100 foot level* 235 feet of drifting was done both north and uouth of

ADONIS MINKS LTD Barnes Report - page 2

the shaft and the vein intersected in a 60 foot cross-cut from the south drift. Both drifts appear to be in the footwall.

In 1952 American Yellowknife Gold Mines Limited surveyed and channel sampled some of the surface trenches, and dewatered and sampled the underground workings. One hundred and sixty one channel samples of the veins and wall rocks are listed in the records filed with the Algoma Central and Hudson Bay Railway Company. Several high grade grab samples of vein material arc also reported for various parts of the property.

The property has been geologically mapped by the Ontario Department of Mines at a scale of one inch to ^ mile. The map and covering report are entitled; Geology of the Goudreau-Lochalsh Area by E. L- Bruce, Volume U9, Part 3,

No new work has been performed on the property since that reported above.

Geology and Structure

The claims are underlain by Keewatin acid lavas and tuffs with a fev exposures of Dore greyvackes and conglomerates west of Kozak Lake and on the north boundary of the claims. Diabase dykes cross the lavas and sediments in directions north -northwest and northeast. No diabase is known within a claim length of the old shaft. A quartz porphyry body up to 200 feet wide has been reported near the old shaft but this was not substantiated during the writer's visit to the property.

Foliation within the lavas trends at 085 degrees and dips near vertical. The quartz-carbonate veins trend parallel the foliation, northwesterly, and also occur in irregular forms. The veins are mineralized with galena, sphalerite, pyrite, silver and gold. The vein, in which the shaft is collared, strikes north west and the assay data suggests a southwest dip of about 65 degrees.

Distribution of Values ;

The chaft vein which has been trenched along strike southeast from the shaft returned an average weighted assay of 0.25 oz. Au, 11.2 oz. Ag., 0.6^ Zn, l.l*# Pb across an average width of R. 9 feet for a length of 1*5 feet. The gross value of the gold, silver and zinc is ^21.U5 per ton of vein material. The trench extension on the shaft vein to the southeast has not been cleaned out or sampled. Three other parallel trenches within 200 feet to the northeast have not 'been cleaned and sampled. An irregular vein system between 80 and ISO feet south of the shaft has been channel sampled at various places. Assay results along a 1*3 foot length are as follows: S

V/idth (Ft.) Gold oz/Ton Silver oz/Ton3.7 o.oi 0.95 5.0 o.ii* ' 10.76k.k 0 .06 3.1Uu.6 o.oi* 5.163-9 0.18 15.185.1 0.02 0.782.5 0.02 1.002.0 0.03 0.752.2 0.10 10.122.3 o.oi 0.89 0.15 0,555.1 0.02 1.08 0.25 O.UO1.8 O.OU 1.96 0.15 0.652.5 0.02 1.3U 0.20 0.502.0 Tr. 0.22 0.10 0.38

Sampling In a trench 150 feet southwest of the shaft returned an average of 0.10 oz. Au., 7.65 oz. Ag., 0-335& Pb and 1.0# Zn for a length of 1*0 feet across an average width of 2-3 feet.

Low values in gold were returned from a vein 500 feet southwest of the shaft for a length of 210 feet and an average width of about 5 feet.

Additional trenches southwest of the shaft have not been cleaned and sampled.

ADONIS MINES LTD Barnes Report - page 3

Sampling on the. 35 foot level of the shaft returned an average wall assay from the shaft vein, mentioned above, of 0.13 oz- Au., 3.63 oz. Ag. arid l.llfl 2n. Only one channel sample appears to have been cut across the vein in the crosscut in the 100 foot level. This returned 0.3** oz. Au., 3.78 oz, Ag., 0.25# Fb and 0.90# fcn across 3.6 feet. The balance of the samples from the crosscut are described as parallel the vein and mainly in the wall rock. Three samples in the crosscut which are probably in the vein but parallel thereto are as follows:

Length (ft.) Gold oz/Ton Silver oz/ton Lead # zinc #

2-5 0.10 2.36 0.50 2.1*03-5 0.05 3-09 0.25 2.106.0 o.lU 3.36 0.35 1.75

Conclusions and Recommendations:

Gold and silver values are round in quartz-carbonate veins widely distributed over claim A.C. 1956 and high values are found in the shaft vein. Valuable underground exploration has already been done on the shaft vein but the economic potential of this vein as well as others on the property has not been fully determined. The following recommendations are made to further test the shaft vein and the nature and value of the balance of the vein system on the property.

1. Dewatering of the shaft and underground workings. Estimated cost $2500.

2. At least 2000 feet of underground diamond drilling from points along the 100 foot level to test the vein found in the crosscut. Estimated cost |7500.

3- Surface survey and sampling of the remainder of the trenches, geological mapping and interpretation of the vein system on the ground covered by the shaft and pits. Estimated cost $2000.

Respectfully submitted,

"F. Barnes"

FQB-VH p. Q, Barnes, Ph.D.

Dated; l September, 1959-

\ ', '' , \Vt^*uun***i*

CERTIFICATE

I, FREDERICK QUILLIAM BARNES, of the Town of Blind River,

in the Province of Ontario, Canada, hereby certify that:

1. I am a Geologist residing at 27 Indiana Avenue,

Blind River, Ontario]

2. I am a graduate in Honour Geology from the

University of McMaster with the degree Bachelor

of Arts (191*8) and from the University of Toronto

with the degrees Master of Arts and Doc'tor of

Philosophy;

3. I have no interest, either directly or indirectly,

in the properties or securities of Adonis Mines

Limited and do not expect to receive any such

interest;

k. l personally examined the Kosak property on August

28th, 1959J

5- I saw no new work on the property other than which

has been reported.

"F. Barnes'1

F. Q- Barnes, Ph.D.

Blind River, Ontario

2 September, 1959-

Iff JW-S!."****'**** '"i'

ADONIS MINES LIMITED

(A Public Company Incorporated under the Corporations Act (1953) Ontario)

. BALANCE SHEET - SEPTE,MBER 29, 1959.

Page One

A S SE T S

CURRENT

Bank Balance

FIXED

Mining PropertiesSixteen (16} unpatented, contiguous mining claims, numbered SSM58173 to SSM58l68 inclusive, located in the South West corner of Township 1*9, Sault Ste. Marie Mining Division, District of Algoma, Province of Ontario, at a value placed upon 900,000 Shares of the Company's Capital Stock issued therefor

Mining Rights (See Note 2)Thirteen (13) surveyed, contiguous mining claims numbered A.C.1955, 1956, 2713 to 2718 inclusive, 2731*, 2735, 2736, 27 1*! and 271*2, located in the South East corner of Township 28, Range 26, Sault Ste. Marie Mining Division, District of Algoma, Province cf OntarioTo be paid for in cash

OTHER

Organization Expenses (Estimated)

5-00

it,000.00 9l*,000.00

3,000.00

^97,005.oo

LIABILITIES

CURRENT

Accounts Payable - M.C. Halstead $ l*,000.00 (Purchase of Mining Rights to the thirteen claims listed above)

Accounts Payable (Estimated) ^3^000.00

CAPITAL STOCK

AUTHORIZED

5,000,000 Common Shares - Par Value $1.00 each.

ISSUED

For properties - 900,000 Common Shares $900,000.00Less: Discount 8lO ? 000.00 90,000.00

For Cash - 5 Common Shaies ___5100

7;000.00

90,005'OQ

^97,005.00

Page Tvo

ADONIS MINFS LIMITED

(A Public Company Incorporated under the Corporations Act (1953) Ontario)

BALANCE SHEET - SEPTEMBER 29,.

Note l

By agreement dated September 29, 1959; between the Company and Imaco Corporation Limited, 100 Adelaide Street West, Toronto, Ontario, (hereinafter referred to as "Imaco"), Imaco agreed to purchase, on its own behalf, 200,000 shares at 10^ per share, payable as to ^10,000.00 forthwith upon acceptance of this prospectus by the Ontario Securities Commission, (hereinafter referred to as "the effective date"), and the balance within 60 days of the effective date, and in consideration of such firm commitment Imaco has received an option to purchase a further 1,000,000 shares, being:

200,000200,000200,000100,000100,000100,000100,000

shares shares shares shares shares shares shares

per share per share per share per share per share per share

at 50 per share

at at 20 at 25^ at 30^ at at

payable within h , 6 , 9, 12, Ik, 16 and 18 months, respectively, from the said effective date. It is understood that these options must be exercised within two yearn from the date of the agreement.

Note 2

Royalties payable in respect to the Mining Rights as outlined in item L- (ii)(b) of the Company's prospectus dated September 29th, 1959j are in the case of every mine, except iron and pyrites mines, at the rate of 1# on all annual profits in excess of ^10,000.00 and up to $l, 000, 000. 00 j 1^6 of said annual profits in excess of ^1, 000, 000. 00 and up to $3,000,000.00; and 2# of feaid annual profits in excess of ^3, 000, 000. 00.

In the case of a pyrites mine a monthly royalty of 10^ per long ton of raw ore mined is payable.

In the case of a iron mine, if producing iron ore and shipping same in its natural state, a royalty of kQj, per long ton for open pit ore and 25^ per long ton for underground ore. j.n the event that the ore is treated this royalty is adjusted.

AUDITORS' REPORT

We have examined the records of Adonis Mints Limited, and certify that our requirements as auditors have been complied with. We have made no independent verification of the abstracts of the Mining Claims. Subject to the foregoing, in our opinion, the above Balance Sheet and Motes l and 2, present fairly the financial position of the Company as at September 29, 1959*

Toronto, Ontario, September 29, 1959.

"Gilbert R. Barrett and Co."

GILBERT R* BARRETT AND CO., Chartered Accountants.

Approved on behalf of the Board of Directors

"Wm. L. Hodgson" "8. Taylor"

Director

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