CanWealth Minerals

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IPO to be used for DEBT!!

USE OF PROCEEDS

We will receive net proceeds from this offering of approximately $14,875,000, assuming an initial public offering price of $1.00 per share and after deducting estimated offering expenses.

We expect to use the net proceeds that we receive from the sale of securities offered hereby to repay outstanding indebtedness and for general working capital purposes. The loans and advances that we would seek to repay with the net proceeds of this offering are as follows:

loan in the principal amount of 20,000 Canadian Dollars, or CAD (US$20,102), evidenced by a convertible promissory note issued by Canwealth to a non-affiliate, which loan bears interest at a rate of 20% per annum and matures on December 31, 2013;*

loans in the principal amounts of CAD14,000 (US$13,577) and CAD2,200 (US$2,134), evidenced by promissory notes issued by Canwealth to an agent of ours as payment for the acquisition of mining claims. Such notes are non-interest bearing and have a maturity date of August 26, 2014 and November 1, 2014, respectively;**

loans in the aggregate principal amount of $67,672 from Canwealth shareholders (including $46,644 reflecting a loan and transferred assets from ICBS Ltd., our largest stockholder), which loans are non-interest bearing and payable on demand; and

advance in the amount of $26,145 from a non-affiliate of Canwealth, which does not bear interest or have a stated maturity date.


http://www.sec.gov/Archives/edgar/data/1512787/000121465913006726/s1122130s1a3.htm