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Completion of Acquisition or Disposition of Assets, Change in Shell Company
On May 16, 2011 our recently formed, wholly owned subsidiary, Silverstar Mining Canada, Inc., ("SMCI") acquired three mining claims encompassing approximately 1,006 hectares in British Columbia, Canada. In consideration for the transfer of the mining claims, we paid the transferor $10,000 and will issue the transferor two million shares of our common stock.
The mineral claims are located in the Caribou Mining District in east-central British Columbia,
Canada. [Missing Graphic Reference]
There are no probable or proven reserves of any kind located on the mining claims.
There is a growing infrastructure in the region as more of its resources are being exploited by various sized peers and competitors in the area. The SMCI mineral tenures are located within 65 km northeast of Quesnel, British Columbia, in an area that in part has been logged and re-planted. Access is by forestry road to the vicinity of the Willow River: the tenures lie both east and west of that river. The bridge across Willow River is located approximately 1250 metres upstream from the south boundary and a logging branch road follows the east side of Willow River. The total area is 1006 hectares.
We have not conducted any feasibility studies on the mining claims. However, contiguous and other properties in the immediate vicinity indicate deposits of gold, silver and copper.
In order to determine the commercial viability of the mining claims and commence operations, a team of professionals is to be assembled to obtain further detail of potential yield. Independent consultants estimate that a work program should be done on its major fault structure and could be implemented for up to $150,000. Initial work would be studying historical information on the area, the trend line and sampling. The sampling analysis will direct management on subsequent investment of resources. The sampling program can be achieved with a projected investment of $25,000 up to $75,000 depending on the success of early stage sampling and the amount of samples ultimately taken and evaluated. A drilling program is estimated to cost roughly $500,000.
GEOLOGY:
Soils present on the SMCI property are mostly residual soils developed over clay-rich glacial-fluvial deposits that were deposited in the waning stages of Quaternary glaciations. Such deposits are inherently inhomogeneous and include materials that have been transported en masse by glacier and stream movement, with periodic episodes of ice ponding during which fine rock flour and silt particles accumulated in quiescent lakes and ponds. During and following de-glaciation, large water flows coupled with post-glacial elastic crustal rebounding modified the landscape to create terrain that approximates that of today. Despite research and various terrain studies, traditional geochemical survey methods have been mostly unsuccessful in relating geochemical analyses to mineral deposits. Multimode interference ("MMI") techniques, initially developed to help explore in areas of deep chemical weathering, were modified to be applicable to many different soil types and have proven successful in recognizing metallic mineralization beneath glacial gravels, sands, and lake clays, as well as wet and sandy organic rich soils. There are many fully licensed laboratories that offer MMI analytical methods, including proprietary extractants specifically designed to treat a variety of multi-element packages. The MMI extractant has the broadest application and is well suited to reconnaissance and early-stage sampling that can be conducted on the SMCI property.
The SMCI mining claims are on trend with one primary peer in the region, Barkerville Gold Mines, Ltd. In May 2010, Barkerville confirmed disseminated gold mineralization at various depths up to 250 ft. There is further exploration planned at new deeper depths along the same trend line (Bonanza Ledge). The discovery of this Bonanza Ledge has implication for future exploration and represents a viable and previously unexplored target and promise for the region.
Location of property is further shown in the following map:
[Missing Graphic Reference]
There is no history of drilling on this land that we have identified. An immediate neighbor, Touchdown Resources has recently finished a sampling program on their property contiguous to the Company's property.
There is active drilling in the vicinity from Barkerville Gold Mines, Ltd. (BGM.V). Barkerville, along with many other peers in the area.
The Silverstar claim is approximately 7 to 15 kilometers away from Barkerville. To the south of our property is Tiex, Inc. (TIX.V), nearby is Hawthorne Gold Corp. (HGC.V), Rogers Gold Corp., Barker Minerals, Ltd. (BML.V), next to our property is Touchdown Resources (TDW.V), and the west side of our property is currently occupied by Richfield Ventures Corp. (RCV.V).
Item 1(a) Risk Factors
There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, out business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and shareholders could lose all or part of their investment.
Risks related to our business operations:
We have not generated revenues from operations. We have a history of losses and losses are likely to continue in the future.
We have incurred significant losses in the past and we will likely continue to incur losses in the future unless our drilling program proves successful. Even if drilling program is successful, there can be no assurance that we will be able to commercially exploit these resources, generate further revenues or generate sufficient revenues to operate profitably.
We may not be able to generate revenue sufficient to maintain operations
We have incurred significant losses since inception and there can be no assurance that we will be able to reverse this trend. Even if we are able to successfully identify commercially exploitable gold and silver reserves, there is no assurance that we will have sufficient financing to exploit these reserves, generate revenues or find a willing buyer for the properties.
Exploration for economic deposits of gold and silver is speculative.
Our business is very speculative since there is generally no way to recover any of the funds expended on exploration unless the existence of commercially exploitable reserves are established and the Company can exploit those reserves by either commencing drilling operations, selling or leasing its interest in the property, or entering into a joint venture with a larger e company that can further develop the property. Unless we can establish and exploit reserves before our funds are exhausted, we will have to discontinue operations, which could make our stock valueless.
The gold and silver industry is highly competitive and the success and future growth of our business depend upon our ability to remain competitive in identifying and developing properties with sufficient reserves for economic exploitation.
The gold and silver industry is highly competitive and fragmented with limited barriers to entry, especially at the exploratory stages. We compete in national, regional and local markets with large multi-national corporations and against start-up operators hoping to identify precious metals. Some of our competitors have significantly greater financial resources than we do. This puts us at a competitive disadvantage if we choose to further exploit drilling opportunities.
Our management has no experience in mining operations.
Our current management has never been involved in the exploration or mining business. As such, there is substantial doubt whether management has the expertise to effectively run our business and implement our business plan. As such, we will have to retain additional officers or board members who have experience in the mining sector. Alternatively, we will have to rely on consultants or other third party suppliers. Reliance on outside consultants will require the expenditure of significant sums of money which we do not have. As such, the successful launch of an exploratory drilling program remains in doubt.
We will require additional financing to continue our operations.
We will require significant working capital to undertake our exploration program. There can be no assurance that we will be able to secure additional funding to meet our objectives or if we are able to identify funding sources, that the funding will be available on terms acceptable to the Company. Should this occur, we will have to significantly reduce our drilling and mining programs.
We may not identify proven reserves to develop any of our properties and our estimates may be inaccurate.
There is no certainty that any expenditures made in our exploration program will result in discoveries of commercially recoverable quantities of gold or silver. Most exploration projects do not result in the discovery of commercially extractable deposits of gold or silver and no assurance can be given that any particular level of recovery will in fact be realized or that any identified leasehold interest will ever qualify as a commercially developed. Estimates of reserves, deposits and production costs can also be affected by . . .
As a result of the consummation of the lease assignments and the successful drilling operations, we believe that we are no longer a shell company as that term is defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act.
(a) Financial Statements of Business Acquired.
Not Applicable: The Company did not acquire a business; rather, the Company acquired an asset.
(b) Pro forma financial Statements.
Not Applicable
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Agreement of Purchase and Sale
THIS AGREEMENT is made effective 16th day of May, 2011.
Jaime Mayo, Businessman, and having an office situate at 1024 Russell Drive, Highland Beach, FL 33487.
A. The Vendor is the registered and beneficial owner of three claims located in the Province of British Columbia as more particularly described in Schedule "A";
B. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to buy from the Vendor the Claims on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the premises, the mutual covenants and agreements herein contained to be kept and performed by each of the parties hereto, the parties hereto hereby agrees as follows:
1. DEFINITIONS
1.1 For the purposes of this Agreement:
a. "Claims" means the Claims more particularly described in Schedule "A"; and
b. "Closing Date" means the earlier of May 16th, 2011 and the day that is the fifth business day following the date this Agreement;
2. REPRESENTATIONS OF THE VENDOR
2.1 The Vendor represents and warrants to the Purchaser that:
a. the Vendor is the registered and beneficial owner of a 100% interest in and to the Claims ;
b. the Claims have been duly and validly located and recorded in accordance with applicable laws of the Province of British Columbia and are valid and subsisting mineral claims under the Mineral Tenure Act of the Province of British Columbia;
c. the Claims are free and clear of all liens, charges and encumbrances other than as referred to herein;
d. the Vendor has the exclusive right to enter into this Agreement and to dispose of the Claims in accordance with the terms hereof, and no other person, firm or corporation has any proprietary possession or other interest in the Claims being transferred hereunder;
e. all assessment work required to be filed against or with respect to the Claims, and all annual levies due and payable with respect to the Claims have been filed and paid;
f. the entry into this Agreement by the Vendor will not cause or constitute a breach of any other agreement to which the Vendor is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Vendor;
h. there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Vendor, threatened, relating to the Vendor, or the Claims, nor does the Vendor know or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries.
2.2 The representations and warranties of the Vendor hereinbefore set out form a part of this Agreement and are true as at the date hereof and shall be true as of the Closing Date and are conditions upon which the Purchaser has relied in entering into this Agreement.
3. REPRESENTATIONS OF THE PURCHASER
3.1 The Purchaser warrants and represents to the Vendor that:
a. it is a body corporate, duly incorporated under the laws of British Columbia with full power and absolute capacity to enter into this Agreement; and,
b. the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
c. The Purchaser hereby agrees and acknowledges that it will be their responsibility to keep the claims in good standing on an annual basis until the claims are transferred.
3.2 The representations and warranties of the Purchaser hereinbefore set out form a part of this Agreement and are true as at the date hereof and shall be true as at the Closing Date and are conditions upon which the Vendors have relied in entering into this Agreement.
4. PURCHASE AND SALE OF CLAIMS
4.1 Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from the Vendor, and the Vendor hereby agree to sell to the Purchaser, a 100% interest in and to the Claims for and in consideration of the sum of ten thousand dollars ($10,000) due and payable as follows:
a) the sum of $10,000 on execution of this agreement (which amount shall be non refundable); and
b) 2,000,000 shares of publically listed company if vended into one
c) a 2% NSR (Net Smelter Royalty) will be imposed upon the claims with 1% being purchasable for $1 million and an additional 0.5% being purchasable for $500,000.
4.2 The Share Consideration due and payable under paragraph 4.1 (b) shall consist of common shares of the Purchaser
4.3 The price at which the Share Consideration shall be equal to the price at which the shares of the reporting issuer trade immediately before the date the reporting issuer makes an announcement that it has acquired the right to purchase the Claims or an interest therein.
5. CLOSING DOCUMENTS
5.1 The Closing shall take place at 10:00 o'clock in the forenoon at the offices of the Purchaser, in the City of New York, or at such other place as the parties may mutually agree upon.
5.2 At the closing the Vendor shall deliver to the Purchaser registerable Deeds of Conveyance or transfers of mineral claims transferring a 100% right title and interest in and to the Claims to the Purchaser or its designees free and clear of all liens, charges, or encumbrances. Save and except for the reserved royalty provided for herein.
5.3 If and at the time the claims are transferred or assigned to a publically listed company the Public Company shall deliver the Share Consideration duly registered in the name of the Vendor or whom he deligates as his benificiary.
6. SECURITIES ACT EXEMPTION
6.1 The Vendor acknowledges that the Share Consideration will be issued subject to such resale restrictions as may be prescribed by applicable securities laws in order for an exemption to be available for the distribution of the Share Consideration to the Vendor.
7. DELIVERY OF LEGAL INFORMATION AND TECHNICAL DATA
7.1 The Vendor agrees to deliver to the Purchaser copies of all legal information, reports, and technical data in his possession relating to the Claims from time to time as requested by the Purchaser after execution of this Agreement and, in the event Closing does not take place as provided for herein, the Purchaser agrees to return such copies to the Vendor and agrees that it will have to maintain the confidentiality of all information contained therein.
8. GENERAL
8.1 Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.
8.2 The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.
8.3 Time shall be of the essence of this Agreement.
8.4 The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
8.5 This Agreement shall be interpreted in accord�ance with the laws of the Province of British Columbia.
8.6 All sums of money referred to herein are stated as payable in lawful money of United States of America.
8.7 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
8.8 Each of the parties acknowledges having obtained independent legal advice from his or its own solicitor with respect to this Agreement prior to its execution and further acknowledges that he understands the terms, and his rights and obligations under this Agreement.
8.8 This Agreement, including any and all Schedules attached hereto, constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof and may not be amended, modified or terminated unless in a written instrument executed by the party or parties sought to be bound.
8.10 This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.11 All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by facsimile or other electronic communication facility or by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made at the address for that party indicated on page 1 hereof, all with a copy to:
Jaime Mayo,
1027 Russell Drive
Highland Beach, FL 33487
Silverstar Mining Canada, Inc.
46 Rockleigh Drive
Trenton, NJ 08628
Facsimile: 609-771-1284
or to such other address as any party may designate by giving notice to the other parties hereto.
IN WITNESS WHEREOF this Agreement has been executed and delivered by the parties each to the other as of the day and year first above written.
SIGNED, SEALED AND DELIVERED by Jaime Mayo in the presence of: ___________________________________ __________________________ Witness Jaime Mayo __________________________________ Address ____________________________________ Postal Code |
SCHEDULE "A" Tenure No. Claim Name Owner Tenure Type Tenure Map # Issue Date Good to Date Status Area (ha) Sub Type 844710 AHB AU 1 141289 Mineral Claim 093G 2011/jan/27 2012/jan/27 GOOD 483.884 (100%) 844712 AHB AU 2 141289 Mineral Claim 093G 2011/jan/27 2012/jan/27 GOOD 483.5954 (100%) 844714 AHB AU 3 141289 Mineral Claim 093G 2011/jan/27 2012/jan/27 GOOD 38.7202 (100%) |
