PART TWO IMPORTANT INFO FOR YOUR DD
The corporate charter of Cyber Mark International, Inc., a Nevada corporation, was amended to reflect a name change to "Casavant Mining Kimberlite International, Inc." effective December 3, 2002.
The corporate charter was amended to increase authorize share capital to 10,000,000,000 common voting shares in order to effectuate the merger. This increase in share capital was necessary in order to complete the merger with the Casavant Mineral Claims since the value of the properties to be assigned to the Company exceeded its nominal cash reserves of $344 as reported in its 10-QSB dated September 30, 2002. All 3,000,000 Preferred shares were cancelled.
Casavant Mining Claims Merger Financings
In order to finance the merger with the Casavant Mining Claims, the majority shareholders' approved the Company's financing plan which to date totals $2,000,000 USD.
Directors Nominated and to be Elected by Majority Shareholders:
The following persons have been nominated to serve as Directors and executive officers of the Company. It should be noted that on November 25, 2002, Ian McIntyre resigned as the sole Director and Urban Casavant assumed the role of sole Director pending the election of a new Board of Directors. Mr. McIntyre subsequently agreed to continue as a Director for purposes of effectuating the merger with the Casavant Mineral Claims. Accordingly, Mr. McIntyre served as a Director and acted upon post merger matters (with Urban Casavant abstaining as a Director on matters relating to amendments to the corporate charter). However, Urban Casavant has served as interim President and Chief Executive officer and Carolyn Casavant, his wife, served as interim Executive Vice President until the majority shareholders' meeting on January 15, 2003.
Further, on November 26, 2002, the Company announced in a press release that Wesley Casavant, 22, had been appointed corporate treasurer. Wesley Casavant attends the University of Saskatchewan where he is completing his degree in commerce. Wesley Casavant has first hand knowledge of the Company's kimberlite fields in Canada having helped his parents Urban and Carolyn Casavant stake the Casavant Mineral Claims. Cindy Casavant (the daughter of Urban and Carolyn Casavant) was nominated as corporate secretary pending the Majority Shareholders meeting. Pending the completion of the negotiations to acquire Juina Mining Corporation, the Majority Shareholders approved these appointments on January 15, 2003.
Urban Casavant, Chairman of the Board of Directors.
Urban Casavant was appointed a Director and assumed the duties of the former sole director Ian McIntyre. Mr. Casavant acted as President and Chief Executive Officer and will continue in said capacity until the completion of the Juina Mining Corporation acquisition negotiations which is expected to occur on or before March 1, 2003. For the past 18 years, Mr. Casavant has been involved in exploration, mining and public companies.
Jay McFadden, Vice-Chairman and Chief Executive Officer (effective upon the Junia Mining Corporation merger).
Mr. McFadden was elected Vice-Chairman and appointed as the Company's Chief Executive Officer. James McFadden was formerly CEO and Chairman of Juina Mining Corporation. Mr. McFadden is a professional executive who attended Diablo Valley College, San Francisco, California majoring in Business Administration. He was recruited by Laughlin Associates, Inc. of Carson City, Nevada and served as Vice President of Sales for seven years. During this time, Mr. McFadden was responsible for developing strategic plans for corporate infrastructure on hundreds of start-up companies. Prior to being recruited by Laughlin Associates, Inc., Mr. McFadden was involved in the real estate mortgage and finance industry. He is married with two children and is very active in the community of Gardnerville, Nevada.
David Bending, President and Chief Operating Officer (effective upon the Juina Mining Corporation merger).
Mr. Bending was appointed to act as the Company's President and Chief Operating Officer. David A. Bending M.Sc., P.Geo. has 25 years of experience in mineral exploration and mining worldwide with emphasis on the Americas. He has a M.Sc. in Economic Geology and Geochemistry from the University of Toronto and a B.Sc. (Geology) from the University of Oregon. His career in exploration and management includes three years with Texasgulf Exploration, fourteen years with Homestake Mining Company and eight years in successful consulting and management of junior mining companies. He has been responsible for kimberlite and diamond discoveries in Canada and Brazil and metallic mineral deposits throughout the Americas. He currently manages a geological consulting practice based in Reno, Nevada, with clients and projects throughout the Americas. He is fully conversant in Portuguese, Spanish and French in addition to English and is familiar with mining law, mining development trends and business practices throughout the Americas.
Rick Taulli, Secretary (effective upon the Juina Mining Corporation merger).
Mr. Taulli was appointed to act as the Company's corporate Secretary. Mr. Taulli is an engineer who graduated from the University of California, Riverside with Bachelor of Science Honors in 1976. He has 28 years experience in the hydraulic engineering, mechanical engineering and research and development fields, and has been involved in the corporate environment, both professionally and personally, for over 20 years. He is presently a director of MultiSoft Internet International, Inc., Future Communications Group, Inc., Special Services, Inc., and Excelsior Management, LLC (Managing General Partner).
David DeSorneau, Director and Treasurer (effective immediately).
Mr. DeSorneau was appointed to act as the Company's Treasurer. Mr. DeSorneau, 56, is a resident of Las Vegas and a 32 year veteran of financial accounting systems. A graduate of New York University at Albany in accountancy, Mr. DeSorneau was originally hired by the Company as a financial systems consultant in December 2002.
Dr. Rupert Perrin, Director
Dr. Perrin was twice nominated for a Nobel Prize in science based on his development of specific methods of diagnosing various diseases in humans and animals. Dr. Perrin currently resides in Las Vegas, NV.
Born in 1929 in Havana, Cuba, his family moved to Jamaica in 1934. He was the youngest person to graduate from high school at the age of 15. In 1945, Dr. Perrin passed the Cambridge University Senior School Examination and he was awarded The Jamaica Scholarship to study at Oxford University in England. Graduating with high honors in organic and physical chemistry, he won a second scholarship to study at McGill Medical School in Montreal, Canada. Dr. Perrin earned his medical degree in 1953.
After medical school, Dr. Perrin returned to Jamaica for two years where he supervised a series of research projects sponsored by the British Commonwealth Special Funds. From 1959 to 1969, Dr. Perrin was both a teacher and researcher at the University of Southern California Medical School. During this time, Dr. Perrin founded his own private Endocrine Laboratory to develop and extract growth hormones from human pituitary glands to assist children with growth deficiencies. Today these hormone extracts are being promoted as an anti-aging treatment.
Dr. Perrin also developed in his private Endocrine Laboratory the first early pregnancy test and was the main source of antigens and antibodies used by other labs around the world. The PSA test is used to detect the presence of prostate cancer. Dr. Perrin major accomplishment in medicine was the identification Neopterin which plays a primary role in the organization and function of the immune system. Neopterin is a unique screening tool used to test the presence of AIDS and the HIV-1 virus in blood donors and organ transplant screening.
In 1983, Dr. Perrin received the Wisdom Award which is given to those persons who display excellence in various fields of study. The first recipients of the Wisdom Award included Albert Einstein, Linus Pauling, Samuel Golding, Dr. Jonas Salk, Dr. Armand Hammer, Harry S. Truman and Dwight D. Eisenhower. In 1989, Dr. Perrin was inducted into the New York Academy of Sciences. In 1999, Dr. Perrin was given an award by the Chinese government for advances in the science of Endocrinology.
Mark Hutchison, Ph.D., Director (effective upon the Junia Mining Corporation merger).
Mark Hutchison graduated from the University of Edinburgh with Bachelor of Science Honors in Geology in 1993. For the past ten years Dr. Hutchison has been working on diamond research and has in-depth knowledge of diamonds from the Juina area, having completed his Ph.D. on the subject in 1997. Since this time, Dr. Hutchison has been working as a Research Associate for the University of Arizona's Lunar and Planetary Laboratory and is currently on sabbatical at the Institute of Advanced Studies in Canberra, Australia. As a research scientist, he has directed work on projects including the controls of impurities in natural and synthetic diamonds, diamond growth at high pressure and temperatures and the mechanisms influencing "prospectivity" of deep sourced diamonds. Dr. Hutchison has been an invited lecturer on deep mantle diamonds at several institutions, has served as a chair for the American Geophysical Union and has been made an Honorary Associate of the University of Sydney. Dr. Hutchison has worked closely with Juina Mining Corp. since 1999 on issues of funding, "prospectivity" and marketing of Juina's diamonds initially on a consultancy basis before his appointment to its Board.
Director and Management Contracts
To date, there are no written contracts setting forth Director's fees and/or executive compensation packages. With respect to Messrs. McFadden, Bending, and Taulli who currently serve in managerial positions with Junia Mining Corporation any contracts negotiated with the Company will be effective only upon completion of merger and acquisition negotiations with Juina Mining Corporation.
Effective January 15, 2003, Mr. McIntyre ceased acting as a Director with the consent of the Company. Mr. McIntyre had resigned as a Director at the time of the merger with the Casavant Mining Claims, but agreed to remain as a Director of the Company until the majority shareholders' meeting. There was no written contract between the Company and Mr. McIntyre in his role as Director. Mr. McIntyre continues to be a shareholder in the Company.
Independent Auditor
On January 15, 2003, the Majority Shareholders accepted the resignation of David E. Coffey, 6767 West Tropicana Boulevard, Suite 216, Las Vegas, NV 89103. Mr. Coffey stated that his resignation was based on his limited staff and the location of the Company's assets in Canada. Mr. Coffey expressed no disagreements with the Company's accounting practices or any other matter. The majority shareholders approved the appointment of David DeSorneau to chair the selection committee for a new independent auditor for the Company.
New CUSIP No. and New Trading Symbol
On January 15, 2003, the Majority Shareholders approved the Company's efforts to obtain a new CUSIP Number and trading symbol following its name change.
Transfer Agent
On January 15, 2003, the Majority Shareholders approved the Company's selection of First Global Stock Transfer, LLC, 7341 West Charleston Boulevard, Suite 130, Las Vegas, NV 89117 as the new transfer agent.
Mergers and Acquisitions
Juina Mining Corp.
As previously announced on December 4, 2002, the Company entered into a Letter of Intent to acquire Juina Mining Corp. (Pink Sheets "GEMM"), a diamond company with working interests in producing diamond fields in Brazil. The negotiations are still on-going with no definitive closing date. The election of Messrs. McFadden, Bending, and Taulli are subject to the completion of a definitive agreement between the Company and Juina Mining Corporation. The Company believes that these negotiations should be completed before March 1, 2003.
Other Mining Claims
As previously announced on January 6, 2003, the Company is negotiating to acquire zinc claims in Saskatchewan, Canada. The acquisition of the zinc claims is still in negotiations with no definitive closing date.
Pink Sheet Acquisition
As previously announced on January 6, 2003, the Company is negotiating with a Pink Sheet listed company as an acquisition and merger opportunity. To date, the negotiations are on-going with no definitive closing date.
Acquisition of Jade
On December 30, 2002, the company acquired Fifty Million Dollars ($50,000,000) worth of Ancient Chinese Jade as appraised by Elizabeth Childs-Johnson, from Opal Financial and Development Corporation, for a total of Five Hundred Million Shares (500,000,000) of common stock of the corporation. The company intends to use the Jade for forthcoming exhibitions in conjunction with Casavant Diamonds to promote the Casavant name.
Representative Office in Antwerp, Belgium
As previously announced on December 9, 2002, the Company announced that it was sponsoring a representative office in Antwerp, Belgium. The purpose of the representative office is to promote the "Casavant" brand of diamonds and to assist in the support of worldwide measures to promote "conflict free" diamonds. The representative office is still pending with no definitive operational date.
CMKI Website
As previously announced on December 12, 2002, the Company was launching a website. The website is currently under construction with no definitive operational date.
Share and Cash Dividend Policy
As previously announced on January 7, 2003, the Company approved a mandatory cash and share dividend policy. At the majority shareholders' meeting it was determined that the dividend policy should be reviewed by the newly elected Board of Directors. Until such review has been completed, there will be no mandatory dividend policy in effect.
Exploration Program 2003
As previously announced on December 2, 2002, the Company was negotiating for a drilling rig and proposed a drilling budget of $8,000,000 Cnd or $5,334,000 USD. At the majority shareholders' meeting it was determined that the Exploration Program for the Company's Casavant Mineral Claims in the Fort a la Corne area would require more than one drilling rig. Pending budget approval, the drilling rig and other equipment necessary for the exploration program will be deferred. The Company believes that it will need an exploration budget of $5,000,000 USD in 2003 for the Casavant Mineral Claims in the Fort a la Corne araa. Of this amount $1,807,469 USD are mandated expenditures by the SIR to retain the claims.
The Exploration Program consists of drilling core samples in the Company's Casavant Mineral Claims in the Fort a la Corne area after reviewing historic air and ground exploration efforts by others. Historically, the presence of diamondiferous kimberlite in Saskatchewan was unknown until Monopros, the Canadian subsidiary of De Beers, discovered an exposure of diamondiferous kimberlites in a regional prospecting program in 1987.
In 1988, Uranerz Exploration and Mining located kimberlites in the Fort a la Corne ares 60 kilometers east of Prince Albert, Saskatchewan. The 71 kimberlite bodies were detected after detailed aeromagnetic surveys of the area using the available GSC (1960's era) regional aeromagnetic coverage. The main group of kimberlites is located with the Fort a la Corne Provincial Forest and forms a north-northwest cluster approximately 32 kilometers in length, extending from the Saskatchewan Rive to Highway 55 near Shipman. Smaller outlying kimberlite clusters occur near Weirdale in the West, near Foxford in the north and near Snowden in the northeast. The kimberlite bodies are grouped more densely in the south, and spaced out more irregularly towards the north. A group of very large kimberlite bodies occurs in the southern part of this trend.
During the period 1988 to 2001, Saskatchewan Industry and Resources reports over $59,000,000 in diamond exploration monies being spent by 128 operators. The greatest activity was during 1993 and 1994 with the Snowden south area extension being explored by Cameco De Beers/Kensington JV. Between 1997 and 1999, activities in the major Saskatchewan exploration projects declined. During the same period of time, exploration projects in the Northwest Territories increased due to the discovery of diamondiferous kimberlite bodies.
Neither the Company nor the Casavant Mineral Claims holders have performed kimberlite exploration work on the current properties acquired during the merger. Information on the current properties submitted to the Saskatchewan Industry and Resources by others in fulfillment of assessment requirements may not contain the results of all work actually completed.
Open files at the Saskatchewan Industry and Resources reports 6 aeromagnetic surveys completed within and peripheral to the five properties of interst. Over 90% of the properties were covered by these surveys. The results of the surveys is available from the SIR as paper prints of total contour magnetic field contour maps. In most cases, vertical magnetic gradient contour maps are also available from SIR. The 1990 aeromagnetic surveys indicated broad mag high features which were interpreted as basement-type signatures. The targets were not drilled and the claims were allowed to lapse. The 1993 aeromagnetic surveys had higher quality data set, but was not made available in the public domain in digital form for further processing. However, the contour maps are a useful starting point for further search for subtle anomalies. Ground magnetometer surveys are reported in the SIR Open File with 17 reports and 34 ground mag surveys completed since as early as 1889.
SIR Open Files contain records of 4 prior mineral exploration holes within the Buckshot Holdings Ltd./Commando Holdings Ltd. and 101012190 Saskatchewan Ltd. claims. One hole was drilled by Uranerz in 1992 and the remaining 3 holes were completed by Rhonda Mining in 1993. Other than the 251 drillholes that have been completed on the Fort a la Corne JV kimberlite bodies since 1989, and the 31 drillholes reported to date by Shore Gold at the Star Kimberlite property, an additional 14 exploration holes have been reported by other operators in the vicinity of the 5 properties. Drillhole OFS93-012 in Section 5, Twp 52, Rge 21, W2 (3 kilometers east of Foxford), intersected kimberlite and intercalated sediments in Lower Colorado shales from 179.45 to 211.94 meters. Depth to bedrock was 109.96 meters. The hole ended at 299.0 meters. A 20.77 kilogram sample of kimberlite yielded 3 microdiamonds. Additional kimberlites were intersected by Rhonda Mining Corp. in 1993 with a total of 21 microdiamonds recovered from 100 kilograms of kimberlite at drillhole OFS93-04 (SIR Open File 73H07-0018. However, there were a significant number of drillholes that failed to intersect kimberlites on the 5 properties despite reports filed with the SIR by others of the discovery of diamondniferous kimberlites on peripheral properties.
A 28 page report (not including exhibits) discussing the diamond exploration potential of the five properties was prepared by P. Robertshaw, P. Geo in October 28, 2002 for Fort a la Corne Diamond Fields, Inc. (which is one of the companies acquired by the Company). The full text of this report is attached to this Schedule 14C as an exhibit. The majority shareholders approved a full review of the Robertshaw Report before embarking on the Company's exploration program. It was further noted by the majority shareholders that new magnetic and non-magnetic testing procedures should be reviewed by management in connection with the Casavant Mineral Claims in the Fort a la Corne area as part of their overall review of the Robertshaw Report historical exploration data on file with the SIR.
Private Placement Financings
The majority shareholders approved the Company's private placement financing which to date has raised $2,000,000 through the sale of 560,000,000 common voting shares at $0.0143 per share. The proceeds have been used to pay for the monies due under the terms of the Casavant Mineral Claims Merger Agreement and to secure general operating capital for the Company. The Company issued the shares in an exempt transaction to certain accredited investors. As further consideration, the investors were assigned a 2% Net Profit Interest Royalty or "NPI Royalty" as defined in the Casavant Mineral Claims Merger Agreement. All of the shares issued were issued under Rule 144.
In addition, the majority shareholders approved the Company's time-shared acquisition on December 30, 2002 of an ancient Chinese jade collection appraised by experts at $50,000,000 in return for 500,000,000 common voting shares. The Company believes that the jade collection will provide it with both a $50,000,000 asset base for reporting purposes and it will also serve as the centerpiece for a traveling jade museum show in venues throughout North America, including Las Vegas, NV (where major hotels and casinos have offered world master artwork collections, treasuries of the Russian Czars, treasurers from the Titanic, and motorcycle collections as revenue generating tourist attractions.
Conclusion
As a matter of regulatory compliance, we are sending you this Information Statement, which describes the purpose and effect of the majority shareholder action. Your consent to this action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide CMKI's stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.
The corporate charter of Cyber Mark International, Inc., a Nevada corporation, was amended to reflect a name change to "Casavant Mining Kimberlite International, Inc." effective December 3, 2002.
The corporate charter was amended to increase authorize share capital to 10,000,000,000 common voting shares in order to effectuate the merger. This increase in share capital was necessary in order to complete the merger with the Casavant Mineral Claims since the value of the properties to be assigned to the Company exceeded its nominal cash reserves of $344 as reported in its 10-QSB dated September 30, 2002. All 3,000,000 Preferred shares were cancelled.
Casavant Mining Claims Merger Financings
In order to finance the merger with the Casavant Mining Claims, the majority shareholders' approved the Company's financing plan which to date totals $2,000,000 USD.
Directors Nominated and to be Elected by Majority Shareholders:
The following persons have been nominated to serve as Directors and executive officers of the Company. It should be noted that on November 25, 2002, Ian McIntyre resigned as the sole Director and Urban Casavant assumed the role of sole Director pending the election of a new Board of Directors. Mr. McIntyre subsequently agreed to continue as a Director for purposes of effectuating the merger with the Casavant Mineral Claims. Accordingly, Mr. McIntyre served as a Director and acted upon post merger matters (with Urban Casavant abstaining as a Director on matters relating to amendments to the corporate charter). However, Urban Casavant has served as interim President and Chief Executive officer and Carolyn Casavant, his wife, served as interim Executive Vice President until the majority shareholders' meeting on January 15, 2003.
Further, on November 26, 2002, the Company announced in a press release that Wesley Casavant, 22, had been appointed corporate treasurer. Wesley Casavant attends the University of Saskatchewan where he is completing his degree in commerce. Wesley Casavant has first hand knowledge of the Company's kimberlite fields in Canada having helped his parents Urban and Carolyn Casavant stake the Casavant Mineral Claims. Cindy Casavant (the daughter of Urban and Carolyn Casavant) was nominated as corporate secretary pending the Majority Shareholders meeting. Pending the completion of the negotiations to acquire Juina Mining Corporation, the Majority Shareholders approved these appointments on January 15, 2003.
Urban Casavant, Chairman of the Board of Directors.
Urban Casavant was appointed a Director and assumed the duties of the former sole director Ian McIntyre. Mr. Casavant acted as President and Chief Executive Officer and will continue in said capacity until the completion of the Juina Mining Corporation acquisition negotiations which is expected to occur on or before March 1, 2003. For the past 18 years, Mr. Casavant has been involved in exploration, mining and public companies.
Jay McFadden, Vice-Chairman and Chief Executive Officer (effective upon the Junia Mining Corporation merger).
Mr. McFadden was elected Vice-Chairman and appointed as the Company's Chief Executive Officer. James McFadden was formerly CEO and Chairman of Juina Mining Corporation. Mr. McFadden is a professional executive who attended Diablo Valley College, San Francisco, California majoring in Business Administration. He was recruited by Laughlin Associates, Inc. of Carson City, Nevada and served as Vice President of Sales for seven years. During this time, Mr. McFadden was responsible for developing strategic plans for corporate infrastructure on hundreds of start-up companies. Prior to being recruited by Laughlin Associates, Inc., Mr. McFadden was involved in the real estate mortgage and finance industry. He is married with two children and is very active in the community of Gardnerville, Nevada.
David Bending, President and Chief Operating Officer (effective upon the Juina Mining Corporation merger).
Mr. Bending was appointed to act as the Company's President and Chief Operating Officer. David A. Bending M.Sc., P.Geo. has 25 years of experience in mineral exploration and mining worldwide with emphasis on the Americas. He has a M.Sc. in Economic Geology and Geochemistry from the University of Toronto and a B.Sc. (Geology) from the University of Oregon. His career in exploration and management includes three years with Texasgulf Exploration, fourteen years with Homestake Mining Company and eight years in successful consulting and management of junior mining companies. He has been responsible for kimberlite and diamond discoveries in Canada and Brazil and metallic mineral deposits throughout the Americas. He currently manages a geological consulting practice based in Reno, Nevada, with clients and projects throughout the Americas. He is fully conversant in Portuguese, Spanish and French in addition to English and is familiar with mining law, mining development trends and business practices throughout the Americas.
Rick Taulli, Secretary (effective upon the Juina Mining Corporation merger).
Mr. Taulli was appointed to act as the Company's corporate Secretary. Mr. Taulli is an engineer who graduated from the University of California, Riverside with Bachelor of Science Honors in 1976. He has 28 years experience in the hydraulic engineering, mechanical engineering and research and development fields, and has been involved in the corporate environment, both professionally and personally, for over 20 years. He is presently a director of MultiSoft Internet International, Inc., Future Communications Group, Inc., Special Services, Inc., and Excelsior Management, LLC (Managing General Partner).
David DeSorneau, Director and Treasurer (effective immediately).
Mr. DeSorneau was appointed to act as the Company's Treasurer. Mr. DeSorneau, 56, is a resident of Las Vegas and a 32 year veteran of financial accounting systems. A graduate of New York University at Albany in accountancy, Mr. DeSorneau was originally hired by the Company as a financial systems consultant in December 2002.
Dr. Rupert Perrin, Director
Dr. Perrin was twice nominated for a Nobel Prize in science based on his development of specific methods of diagnosing various diseases in humans and animals. Dr. Perrin currently resides in Las Vegas, NV.
Born in 1929 in Havana, Cuba, his family moved to Jamaica in 1934. He was the youngest person to graduate from high school at the age of 15. In 1945, Dr. Perrin passed the Cambridge University Senior School Examination and he was awarded The Jamaica Scholarship to study at Oxford University in England. Graduating with high honors in organic and physical chemistry, he won a second scholarship to study at McGill Medical School in Montreal, Canada. Dr. Perrin earned his medical degree in 1953.
After medical school, Dr. Perrin returned to Jamaica for two years where he supervised a series of research projects sponsored by the British Commonwealth Special Funds. From 1959 to 1969, Dr. Perrin was both a teacher and researcher at the University of Southern California Medical School. During this time, Dr. Perrin founded his own private Endocrine Laboratory to develop and extract growth hormones from human pituitary glands to assist children with growth deficiencies. Today these hormone extracts are being promoted as an anti-aging treatment.
Dr. Perrin also developed in his private Endocrine Laboratory the first early pregnancy test and was the main source of antigens and antibodies used by other labs around the world. The PSA test is used to detect the presence of prostate cancer. Dr. Perrin major accomplishment in medicine was the identification Neopterin which plays a primary role in the organization and function of the immune system. Neopterin is a unique screening tool used to test the presence of AIDS and the HIV-1 virus in blood donors and organ transplant screening.
In 1983, Dr. Perrin received the Wisdom Award which is given to those persons who display excellence in various fields of study. The first recipients of the Wisdom Award included Albert Einstein, Linus Pauling, Samuel Golding, Dr. Jonas Salk, Dr. Armand Hammer, Harry S. Truman and Dwight D. Eisenhower. In 1989, Dr. Perrin was inducted into the New York Academy of Sciences. In 1999, Dr. Perrin was given an award by the Chinese government for advances in the science of Endocrinology.
Mark Hutchison, Ph.D., Director (effective upon the Junia Mining Corporation merger).
Mark Hutchison graduated from the University of Edinburgh with Bachelor of Science Honors in Geology in 1993. For the past ten years Dr. Hutchison has been working on diamond research and has in-depth knowledge of diamonds from the Juina area, having completed his Ph.D. on the subject in 1997. Since this time, Dr. Hutchison has been working as a Research Associate for the University of Arizona's Lunar and Planetary Laboratory and is currently on sabbatical at the Institute of Advanced Studies in Canberra, Australia. As a research scientist, he has directed work on projects including the controls of impurities in natural and synthetic diamonds, diamond growth at high pressure and temperatures and the mechanisms influencing "prospectivity" of deep sourced diamonds. Dr. Hutchison has been an invited lecturer on deep mantle diamonds at several institutions, has served as a chair for the American Geophysical Union and has been made an Honorary Associate of the University of Sydney. Dr. Hutchison has worked closely with Juina Mining Corp. since 1999 on issues of funding, "prospectivity" and marketing of Juina's diamonds initially on a consultancy basis before his appointment to its Board.
Director and Management Contracts
To date, there are no written contracts setting forth Director's fees and/or executive compensation packages. With respect to Messrs. McFadden, Bending, and Taulli who currently serve in managerial positions with Junia Mining Corporation any contracts negotiated with the Company will be effective only upon completion of merger and acquisition negotiations with Juina Mining Corporation.
Effective January 15, 2003, Mr. McIntyre ceased acting as a Director with the consent of the Company. Mr. McIntyre had resigned as a Director at the time of the merger with the Casavant Mining Claims, but agreed to remain as a Director of the Company until the majority shareholders' meeting. There was no written contract between the Company and Mr. McIntyre in his role as Director. Mr. McIntyre continues to be a shareholder in the Company.
Independent Auditor
On January 15, 2003, the Majority Shareholders accepted the resignation of David E. Coffey, 6767 West Tropicana Boulevard, Suite 216, Las Vegas, NV 89103. Mr. Coffey stated that his resignation was based on his limited staff and the location of the Company's assets in Canada. Mr. Coffey expressed no disagreements with the Company's accounting practices or any other matter. The majority shareholders approved the appointment of David DeSorneau to chair the selection committee for a new independent auditor for the Company.
New CUSIP No. and New Trading Symbol
On January 15, 2003, the Majority Shareholders approved the Company's efforts to obtain a new CUSIP Number and trading symbol following its name change.
Transfer Agent
On January 15, 2003, the Majority Shareholders approved the Company's selection of First Global Stock Transfer, LLC, 7341 West Charleston Boulevard, Suite 130, Las Vegas, NV 89117 as the new transfer agent.
Mergers and Acquisitions
Juina Mining Corp.
As previously announced on December 4, 2002, the Company entered into a Letter of Intent to acquire Juina Mining Corp. (Pink Sheets "GEMM"), a diamond company with working interests in producing diamond fields in Brazil. The negotiations are still on-going with no definitive closing date. The election of Messrs. McFadden, Bending, and Taulli are subject to the completion of a definitive agreement between the Company and Juina Mining Corporation. The Company believes that these negotiations should be completed before March 1, 2003.
Other Mining Claims
As previously announced on January 6, 2003, the Company is negotiating to acquire zinc claims in Saskatchewan, Canada. The acquisition of the zinc claims is still in negotiations with no definitive closing date.
Pink Sheet Acquisition
As previously announced on January 6, 2003, the Company is negotiating with a Pink Sheet listed company as an acquisition and merger opportunity. To date, the negotiations are on-going with no definitive closing date.
Acquisition of Jade
On December 30, 2002, the company acquired Fifty Million Dollars ($50,000,000) worth of Ancient Chinese Jade as appraised by Elizabeth Childs-Johnson, from Opal Financial and Development Corporation, for a total of Five Hundred Million Shares (500,000,000) of common stock of the corporation. The company intends to use the Jade for forthcoming exhibitions in conjunction with Casavant Diamonds to promote the Casavant name.
Representative Office in Antwerp, Belgium
As previously announced on December 9, 2002, the Company announced that it was sponsoring a representative office in Antwerp, Belgium. The purpose of the representative office is to promote the "Casavant" brand of diamonds and to assist in the support of worldwide measures to promote "conflict free" diamonds. The representative office is still pending with no definitive operational date.
CMKI Website
As previously announced on December 12, 2002, the Company was launching a website. The website is currently under construction with no definitive operational date.
Share and Cash Dividend Policy
As previously announced on January 7, 2003, the Company approved a mandatory cash and share dividend policy. At the majority shareholders' meeting it was determined that the dividend policy should be reviewed by the newly elected Board of Directors. Until such review has been completed, there will be no mandatory dividend policy in effect.
Exploration Program 2003
As previously announced on December 2, 2002, the Company was negotiating for a drilling rig and proposed a drilling budget of $8,000,000 Cnd or $5,334,000 USD. At the majority shareholders' meeting it was determined that the Exploration Program for the Company's Casavant Mineral Claims in the Fort a la Corne area would require more than one drilling rig. Pending budget approval, the drilling rig and other equipment necessary for the exploration program will be deferred. The Company believes that it will need an exploration budget of $5,000,000 USD in 2003 for the Casavant Mineral Claims in the Fort a la Corne araa. Of this amount $1,807,469 USD are mandated expenditures by the SIR to retain the claims.
The Exploration Program consists of drilling core samples in the Company's Casavant Mineral Claims in the Fort a la Corne area after reviewing historic air and ground exploration efforts by others. Historically, the presence of diamondiferous kimberlite in Saskatchewan was unknown until Monopros, the Canadian subsidiary of De Beers, discovered an exposure of diamondiferous kimberlites in a regional prospecting program in 1987.
In 1988, Uranerz Exploration and Mining located kimberlites in the Fort a la Corne ares 60 kilometers east of Prince Albert, Saskatchewan. The 71 kimberlite bodies were detected after detailed aeromagnetic surveys of the area using the available GSC (1960's era) regional aeromagnetic coverage. The main group of kimberlites is located with the Fort a la Corne Provincial Forest and forms a north-northwest cluster approximately 32 kilometers in length, extending from the Saskatchewan Rive to Highway 55 near Shipman. Smaller outlying kimberlite clusters occur near Weirdale in the West, near Foxford in the north and near Snowden in the northeast. The kimberlite bodies are grouped more densely in the south, and spaced out more irregularly towards the north. A group of very large kimberlite bodies occurs in the southern part of this trend.
During the period 1988 to 2001, Saskatchewan Industry and Resources reports over $59,000,000 in diamond exploration monies being spent by 128 operators. The greatest activity was during 1993 and 1994 with the Snowden south area extension being explored by Cameco De Beers/Kensington JV. Between 1997 and 1999, activities in the major Saskatchewan exploration projects declined. During the same period of time, exploration projects in the Northwest Territories increased due to the discovery of diamondiferous kimberlite bodies.
Neither the Company nor the Casavant Mineral Claims holders have performed kimberlite exploration work on the current properties acquired during the merger. Information on the current properties submitted to the Saskatchewan Industry and Resources by others in fulfillment of assessment requirements may not contain the results of all work actually completed.
Open files at the Saskatchewan Industry and Resources reports 6 aeromagnetic surveys completed within and peripheral to the five properties of interst. Over 90% of the properties were covered by these surveys. The results of the surveys is available from the SIR as paper prints of total contour magnetic field contour maps. In most cases, vertical magnetic gradient contour maps are also available from SIR. The 1990 aeromagnetic surveys indicated broad mag high features which were interpreted as basement-type signatures. The targets were not drilled and the claims were allowed to lapse. The 1993 aeromagnetic surveys had higher quality data set, but was not made available in the public domain in digital form for further processing. However, the contour maps are a useful starting point for further search for subtle anomalies. Ground magnetometer surveys are reported in the SIR Open File with 17 reports and 34 ground mag surveys completed since as early as 1889.
SIR Open Files contain records of 4 prior mineral exploration holes within the Buckshot Holdings Ltd./Commando Holdings Ltd. and 101012190 Saskatchewan Ltd. claims. One hole was drilled by Uranerz in 1992 and the remaining 3 holes were completed by Rhonda Mining in 1993. Other than the 251 drillholes that have been completed on the Fort a la Corne JV kimberlite bodies since 1989, and the 31 drillholes reported to date by Shore Gold at the Star Kimberlite property, an additional 14 exploration holes have been reported by other operators in the vicinity of the 5 properties. Drillhole OFS93-012 in Section 5, Twp 52, Rge 21, W2 (3 kilometers east of Foxford), intersected kimberlite and intercalated sediments in Lower Colorado shales from 179.45 to 211.94 meters. Depth to bedrock was 109.96 meters. The hole ended at 299.0 meters. A 20.77 kilogram sample of kimberlite yielded 3 microdiamonds. Additional kimberlites were intersected by Rhonda Mining Corp. in 1993 with a total of 21 microdiamonds recovered from 100 kilograms of kimberlite at drillhole OFS93-04 (SIR Open File 73H07-0018. However, there were a significant number of drillholes that failed to intersect kimberlites on the 5 properties despite reports filed with the SIR by others of the discovery of diamondniferous kimberlites on peripheral properties.
A 28 page report (not including exhibits) discussing the diamond exploration potential of the five properties was prepared by P. Robertshaw, P. Geo in October 28, 2002 for Fort a la Corne Diamond Fields, Inc. (which is one of the companies acquired by the Company). The full text of this report is attached to this Schedule 14C as an exhibit. The majority shareholders approved a full review of the Robertshaw Report before embarking on the Company's exploration program. It was further noted by the majority shareholders that new magnetic and non-magnetic testing procedures should be reviewed by management in connection with the Casavant Mineral Claims in the Fort a la Corne area as part of their overall review of the Robertshaw Report historical exploration data on file with the SIR.
Private Placement Financings
The majority shareholders approved the Company's private placement financing which to date has raised $2,000,000 through the sale of 560,000,000 common voting shares at $0.0143 per share. The proceeds have been used to pay for the monies due under the terms of the Casavant Mineral Claims Merger Agreement and to secure general operating capital for the Company. The Company issued the shares in an exempt transaction to certain accredited investors. As further consideration, the investors were assigned a 2% Net Profit Interest Royalty or "NPI Royalty" as defined in the Casavant Mineral Claims Merger Agreement. All of the shares issued were issued under Rule 144.
In addition, the majority shareholders approved the Company's time-shared acquisition on December 30, 2002 of an ancient Chinese jade collection appraised by experts at $50,000,000 in return for 500,000,000 common voting shares. The Company believes that the jade collection will provide it with both a $50,000,000 asset base for reporting purposes and it will also serve as the centerpiece for a traveling jade museum show in venues throughout North America, including Las Vegas, NV (where major hotels and casinos have offered world master artwork collections, treasuries of the Russian Czars, treasurers from the Titanic, and motorcycle collections as revenue generating tourist attractions.
Conclusion
As a matter of regulatory compliance, we are sending you this Information Statement, which describes the purpose and effect of the majority shareholder action. Your consent to this action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide CMKI's stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.
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