25
4IPMSEWB7 6 3.30,2 010 FALCON GOLD DEVELOPMENTS LIMITED Suite 3 1 3, 67 Yonge Street Toronto, Ontario COMMON SHARES (No Par Value) - : ^r M. CREENE S i A SSOCIATES LIMITED r : [,^^'^^ Underwriter-Optionee ; NEtt OFFERING: ' ^V'^^^ This offering is a new issue of 240,000 shares consisting of 200,000 unXle|Wr1ttj^ ^sfiil^ ^ 40,000 shares under option as follows: ' ' ": ~ - -J .''* "^-^"ijl'' Firmly Underwritten 200,000 200,000 Under Option 40,000 40,000 Price Per Share l O cents 15 cents Net Proceeds loCom party* S20,OQ0.QQ S 6,000.00 Maximum Price "~ ' 'r-; 'Fhere is no obligation upon ihc Underwriter-Optionee and t here is no assurance t hat ahy ^ will he purchased. . .. - -- :;,.. -'.T'Ji. The purpose of this offering is to provide the Company With operating expenses and the costs of carrying out the exploration and recommended by its consulting engineers. See within under the headings and "Use of Proceeds". SECONDARY OFFERING: There is also a secondary offering of 75,000 shares owned by ,NL Limited, who is also the Vendor and Promoter, which will npf Underwriter-Optionee has taken down, paid for and distributed the JiW; shares. The proceeds from the sale thereof will accrue to the selling sha tioned and not the treasury of the Company. The Underwriter-Optionee will either sell the shares purchased by it to ..., nl cipal, or through registered brokers or broker-dealers who will be acting ,aS -. a commission not to exceed 25 per cent plus a contribution towards selling cos or at the usual brokerage rates established by The Toronto Stocf EXchM " will sell such shares to registered brokers or broker-dealers at a tnark-up .. aci (1(0 per share, which brokers or broker-dealers will then offerthe said sharesIsfhlji principals. The holder of the 75,000 issued and outstanding shares bf the'CohlBgh ' through itself or registered brokers or broker-dealers who willJolfef',thH|Nfe principals. ' v** There is no market for the shares of the Company. THESE SHARES ARE Registrar and Transfer Agent - CANADA PERMANENT TRUS' 1901 Yonge Street, Toronto, No securities commission or similar authority in Canada has in of the securities offered hereunder and any representation to;the-Cffl|traqi!4t This Prospectus I s d ated the 20th day of September, i*v.:t- ; " - ffiaMiAS :-V :?l ."'"ItS'aSSJaJai

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Page 1: FALCON GOLD DEVELOPMENTS LIMITED

4IPMSEWB7 63.30,2

010

FALCON GOLD DEVELOPMENTS LIMITEDSuite 3 1 3, 67 Yonge Street

Toronto, Ontario

COMMON SHARES(No Par Value) - : ^r

M. CREENE Si ASSOCIATES LIMITED r : [,^^'^^Underwriter-Optionee ;

NEtt OFFERING: ' ^V'^^^ This offering is a new issue of 240,000 shares consisting of 200,000 unXle|Wr1ttj^ ̂ sfiil^ ̂ 40,000 shares under option as follows: ' ' ": ~ - -J .''* "^-^"ijl''

Firmly Underwritten

200,000

200,000

Under Option

40,000

40,000

Price Per Share

l O cents 15 cents

Net Proceeds loCom party*

S20,OQ0.QQ S 6,000.00

Maximum Price"~ ' 'r-;

'Fhere is no obligation upon ihc Underwriter-Optionee and t here is no assurance that ahy ^will he purchased. . .. - -- :;,.. -'.T'Ji.

The purpose of this offering is to provide the Company Withoperating expenses and the costs of carrying out the exploration andrecommended by its consulting engineers. See within under the headingsand "Use of Proceeds".

SECONDARY OFFERING:There is also a secondary offering of 75,000 shares owned by ,NL Limited, who is also the Vendor and Promoter, which will npf Underwriter-Optionee has taken down, paid for and distributed the JiW; shares. The proceeds from the sale thereof will accrue to the selling sha tioned and not the treasury of the Company.

The Underwriter-Optionee will either sell the shares purchased by it to ..., nl cipal, or through registered brokers or broker-dealers who will be acting ,aS -. a commission not to exceed 25 per cent plus a contribution towards selling cos or at the usual brokerage rates established by The Toronto Stocf EXchM " will sell such shares to registered brokers or broker-dealers at a tnark-up .. aci (1(0 per share, which brokers or broker-dealers will then offerthe said sharesIsfhlji principals. The holder of the 75,000 issued and outstanding shares bf the'CohlBgh ' through itself or registered brokers or broker-dealers who willJolfef',thH|Nfe principals. ' v**

There is no market for the shares of the Company.

THESE SHARES ARE

Registrar and Transfer Agent -CANADA PERMANENT TRUS'

1901 Yonge Street, Toronto,

No securities commission or similar authority in Canada has inof the securities offered hereunder and any representation to;the-Cffl|traqi!4t

This Prospectus Is dated the 20th day of September,

i*v.:t- ; "

- ffiaMiAS :-V :?l ."'"ItS'aSSJaJai

Page 2: FALCON GOLD DEVELOPMENTS LIMITED

41P1ISEW57 63.3912 CHURCHILL

l ABI.K OF CONTENTS

Head Office-

History and Business

Churchill l ownship Claims - .

Preliminary Expenses

Use of Proceeds . , ,

Offering , ;" ,

Secondary Offering . : : M

Description of Share Capital ^ ..TV

Capitali/ation

Escrowed Shares

Principal Holder of Shares

Dividends

Purchaser's Statutory Right of Withdrawal and

Management ^ , r ".

Remuneration of Directors and Senior Officers : - i":*:!' ^

Promoter J; "r:

Interest of Management and Others in Material Transactions f i

Auditors '..'.,T ;' ' •'•^',^,~'"..^-i

Material Contracts

Financial Statements

Certificate Page?:"- *J':'-' ~ v : ':i?::'*JflilS|||ii

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Page 3: FALCON GOLD DEVELOPMENTS LIMITED

111 AD OFFICEThe Head Office of l ALCON GOLD DEVELOP!^,,,., ^, IT1

lo us the "Compaiu") is Suite 313, 67 Yonge Street, Toronto, Ontario.

HISTORY AND BUSINESS'l he Company was incorporated under The BusinessCorporations

of Incorporation dated September 11, 1972 to engage in thetcquisitioSe and operation of mines, mineral lands and deposits and petr^leuni and Company commenced business on the 15th day of September, 1972roi into an agreement with M. Grecne & Associates Limitedr^60 Eglinfon 17, Ontario, as Vendor, under which it acquired its Churchill Township i- for 750,000 fully paid and non-assessable shares of its share capital. TJiese the sum of S2,900.00. These shares were issued to the VgndoT wMj Company and also is the Underwriter-Optionee as referred to under and "Offering" respectively. .

M. Cireene A: Associates Limited is the only person entitled to receive a greater than 5 Vf i nterest in the '

Milton Klyman. 21 Wembley Road, Toronto, Ohtarw, ah| Crescent. Willow-dale. Ontario, are the only persons who have a Grecne * Associates Limited.

Churchill township Claims:The Churchill Township Claims were purchased by the Com

capital stock and these claims arc more particularly described as foj

Under the agreement aforementioned dated September;?}5, ten (10) contiguous unpatentcd mining claims in Churchill fo^i.ciMM Division, Province of Ontario, more particularly described aSi being claim L344947 inclusive, and L35457I to L354577 inclusive, three of w * 1972 and recorded on July 7, 1972. three of which were staked on which were staked on August 27, 1972, the last seven claims beingl,*^,. The claims are registered in the name of a trustee for the Company and i standing until June 1973 and the remaining seven clainis are fifl! gWMLjtfll

The following is a summary of the report of T.., September 20th, 1972 is on file in the public files of t he Ontario

The property of Falcon Gold Developments Limited consists Churchill Township approximately 4 miles north-east of *he M"*

Conclusions: --y;The presence of quartz veins of good width on the prope^y has be^rt f|!

inspection. No visible gold was found during the inspection islthe! H " e h * Two samples taken at intervals across the vein gave low asSays in Saville is reported at 0.08 oz. gold. The vein previously ~T̂ isja*~ not located, but an exposure of iron formation was of mentioned quartz vein.

The best values on surrounding properties are reported^"l*||ti i.e. the Herrick property to the north and Gold Corona to tf*~* ut of iron formation occurs on the property of Falcon Gold D west. The strike of the known quartz vein on the property ~1 to the north, with the possibility of increased gold '

' "" ~""~

•;

:

Page 4: FALCON GOLD DEVELOPMENTS LIMITED

'l he iron formation ami sediments on the properly appear to he the most favourable areas tor gold deposition; exploration should he directed to these areas in the first instance.

Kccomnu'iulalioiis:

A program of prospecting and geological mapping is proposed for the first phase of exploration on the Falcon (iold Developments Limited ground in Churchill Township. The object would he to explore the extension of the veins now located, but also to find new veins in the iron formation. The vein mentioned in O.D.M. Volume XXIX, Part 3 as occurring in the iron forma tion and containing fiee gold should he relocated and explored.

The iron formation should also he sampled to determine its bulk gold content as a source of low grade open pit ore.

After determining the extent and significance of surface values, the second phase of the program would be exploration at depth with a diamond drilling program. This would consist of a number of short holes approximately 150 feet in length to test the extension of values to shallow depths. Further drilling would he determined by the results of the shallow drill results.

Intimated Cost of Program:

Line cutting, approximately 11 miles (? S95 per mile S 950.00Mapping of claims. K) (a S90 per claim , 900.00Prospecting, 2 men, l month 1,000.00Sampling, 100 samples (* SK) sample 1,000.00Supervision and engineering 800.00

IOTA L S 4,65000Contingencies 350.00

TOTAL PHASF- l S 5^00000Diamond drilling, 600 feet (f S lO/ft. S 6,000.00Contingencies J500-00

S 6,500.00TOTAL PHASFS l * 2 " SI 1,500.00

The Company intends to carry out the above recommendations.

The Company is not aware of any previous surface nor underground work done on the mining claims and reference is made to the summary as to the only known evidence of minerali zation on the mining claims, and therefore, the foregoing program represents an exploratory search for ore. To the knowledge of the Company, there is no surface nor underground plant or equipment on the mining claims. The Company has done no work on the mining claims to the date hereof.

The claims were recorded in July and August 1972, and to keep the claims in good standing, during the first year after recording 20 days work must be performed and recorded, 40 days work performed and recorded yearly for the next three years and 60 days work performed and recorded in the fifth year. Thereafter, and after surveying, claims are required to be brought to a twenty-one (21) year lease in the ensuing year with annual rentals of S 1.00 per acre during the first year and 25 cents per acre annually thereafter. If a lease is for mining rights only, the second and subse quent years' rental are at the rate of 10 cents per acre. Such lease is renewable for succeeding twenty-one (21) year terms

,

Page 5: FALCON GOLD DEVELOPMENTS LIMITED

I'KEMIMINAKY EXPENSES

Incorporation and organi/alion expenses, including the cost of this issue, are estimated to he S6.000.00, none of whieh has been paid to date. Mr. Heale's examination and report on the Churchill Township Claims was performed at no cost to the Company, the Vendor bearing the cost of 5700.00. An amount for subsequent professional services, including engineering, legal and audit anil also directors' fees for meetings cannot be estimated as it will depend on the services performed and directors' meetings attended. Preliminary development expenses will bc in the amount of .511.500.00. Administrative expenses for corporate secretarial services will accrue in the amount of S200 per month and directors and the Secretary-Treasurer will be paid 550 for every meeting attended.

USE OF PROCEEDSl he net proceeds to he received from the sale of the underwritten shares, after deducting the

balance of the cost of this issue estimated at 56,000.00 are estimated at 514,000.00. There is no assurance that any of the shares under option and referred to under the heading "Offering" will be purchased but if all the said shares are sold, the Company will receive an additional 56,000.00. The net proceeds from this offering arc to be used to meet the cost of carrying out the preliminary program of the work recommended on the Churchill Township Claims estimated at Si 1,500.00. F.xcess monies will form part of the working capital of the Company to be used for current operating expenses. While the Company has no plans in this regard at the present time, monies in its treasury, as available, may also be used to defray programs of acquiring, staking, exploring and developing other properties cither alone or in consort with others and to generally carry out exploration programs as opportunity and finances may permit but monies will not be expended on the acquisition of or on any new properties acquired without an amendment to this Prospectus being filed if the securities of the Company are then in the course of distribution to the public.

OFFERINGThe Company entered into an agreement dated September 15, 1972, with M. Greene Si

Associates Limited, 660 liglinton Avenue East, Toronto 17, Ontario, (on its own behalf), whereby that company agreed to purchase the following shares of the Company,

Underwritten SharesNo. of Shines Price Per Net Amount to bc I'ndcrwrittcn Share Received by Company

200,000 l O cents 520,000.00

The purchase price in the amount of 520,000.00 is payable forthwith after the date of the acceptance for filing by the Ontario Securities Commission of the Company's prospectus, such date being referred to as the "effective date". The Underwriter-Optionee was also granted the undcrnotcd option to purchase additional shares of the Company.

Optioned SharesTime Within Which Option

No. of Shares Price Her Bxercisable Calculated Optioned Share from F.ffeytive Date

40,000 ! 5 cents 3 months

The shares offered hereby will bc offered to the public through security dealers.

3

Page 6: FALCON GOLD DEVELOPMENTS LIMITED

The C ompany is not aware of am assignments, suh-options or sub-underwriting agreements with respeet to the aforementioned underwritten shares.

The shares offered hereby will be offered at a price determined by the Underwriter- Optionee whieh will be within the maximum offering price permitted by the rules and regulations of the Ontario Securities Commission which maximum price is set out on the cover hereof,

SI (OM)ARY OFFERING

There is a secondary offering i't 75.000 shares owned by M . C irecne A Associates Limited which will not take place until such lime as all of the shares underwritten have been taken down, paid for and distributed In the Underwriter-Optionee. The proceeds from the sale of these shares will accrue to the selling shareholder and not the treasury of the Company.

DESCRIPTION OF SHARK CAPITAL

The common shares arc the Company's only class of shares. All shares issued by the Com pany rank equally as to dividends. There are no indentures or agreements limiting the payment of dividends. All shares issued by the Company rank equally as to voting power, one vote for each share. At all special or general meetings of the Company two shareholders personally present constitute a quorum, l he Hy-laws of the Company provide that at meetings of share holders a resolution may be voted upon by a show of hands unless a poll is demanded by a shareholder. On a show of hands every shareholder shall have one vote for each share held by him. In each case in the event of a tie vote, the Chairman has a second or deciding vote. There are no conversion rights and there are no special liquidation rights, pre-emptive rights or subscription rights. The presently outstanding shares are not subject to any call or assessment. Certificates representing 675,000 issued shares of the Company will be held in escrow as referred to under the heading "Hscrowed Shares".

Designation of Securities

Common Shares No Par Value

Nimihei Authorised In

Articles of Incorporation

JU 100,000

CAPITALIZATION

Niimbci Outstanding:is o f

September 15, 1972 Number Outstanding iiliiie of Balance Number Outstanding if all securities

Sheet contained in as of being issued J'rospeclus) September 15. 1972 are sold (i)

750.000 750,000

D O l. 1. A K V A l. I.! H

(51.500,000) (S75,000) (S75,000)

950,000

(195,000)

(i) This figure reflects only the sale of 200,001) undei vM'iftcn shares, and if the 40,000 shares under option are all taken up and paid for. the number of share-, outstanding would he 990.000 and would have a dollar value of S l O l. 000.00.

ESCROWED SHARESCertificates representing the 675,(K)0 shares referred to below will be held in escrow by

Canada Permanent Trust Company, 1901 Yonge Street, Toronto, Ontario, subject to release only on the written consent of the Company and the Ontario Securities Commission and subject further to transfer, hypothecation, assignment or other alienation only with the written consent of the Ontario Securities Commission. Under an agreement dated September 15, 1972 between the Company, Canada Permanent Trust Company and M. Greene & A ssociates Limited, the

Page 7: FALCON GOLD DEVELOPMENTS LIMITED

said shares nia\ lv required lo lv donated hack to the Company in the event of loss, alienation, failure to acquire title IT in the event ut abandonment or discontinuance of development or diminution in value of the property sold td the Company for the original 750.000 vendor share consideration.

Designation of Numher of Shares Percentage Secmiis Held in Hserow (i) of Class (ii)

Common Shares 675,000 Vl.05% No I'ar Value

'i) This tiLuiK1 icllccts the release of 75.0(10 shares from escrow upon ihe taking down and payment for the undei tt ritten shares.

iii) Caliulatcd on the hasis ol there being y.Ml.OOO shares issued and outstanding following (he sale of 200,000 itndiT u i itlen shares.

PRINCIPAL IIOLDF.R OF SI1AKFS

( lass of Type of Number of Percentage Name and Address Security Ownership Shares Held of Class (i)

M. Cireene A Associates Ltd. Common Shares Direct, of 750.000 78.959f 660 Kglinton Ave. Fast, No Par Value record and Toronto 17, Ont. beneficially

owned(i) Calculated on the basis of there being ()5O.OOO shares issued and outstanding following the sale of 200,000

underwritten shares

Set forth below are particulars of the Shares of the Company beneficially owned by the Directors and Senior Officers of the Company:

Designation of C lass Percentage of C lass

Common Shares Nil (direct) No I'ar Value 1 KWX- ( indirect)

NOTR: Mr Klyman is ;i principal shareholder of M. Cireene A Associates Limited.

M. (ireene Ac Associates Limited, the principal shareholder of the Company, is offering 75,000 shares of the Company for sale as referred to on the cover of this prospectus, If all of the said 75,000 shares are sold, it will retain 675,000 previously undistributed shares of the Company.

The following shows the percentage holdings of the above-mentioned principal shareholder before and after the proposed secondary offering of shares referred to on the cover:

Percentage of Class Percentage of Class Parties Before Offering (i) After Offering (ii)

M. Cireene A Associates Limited 7.5.769* 68. 1 Others 2 1.05 "A S l.82%lil Calculated on Ihe basis o! the whole of the primary offering of 200,000 shares underwritten and 40,000

shares undei option having been taken down and paid for, resulting in 990,000 shares being issued and outstanding. Assumes that none of the said underwritten or optioned shares are owned by the principal shareholder.

(ii) Calculated on the basis of all 240,000 treasury shares underwritten and under option and all 75,000 shares offered for sale by the Principal Shareholder as described on the cover are sold.

Page 8: FALCON GOLD DEVELOPMENTS LIMITED

l lie auditors ol the Compaiu are Stem, l,ass. Shoom A Co., Chartered Aucount;mis. SKI l-'elinton Avenue West, Toronto, Ontario.

I'uuiiAsi.irs sT.virioKY RK;IIT OF WITHDRAWAL AND RESCISSIONThe Securities Ail. K.S.O. 19/ti, chapter 426 as amended contains (Sections 64 and 65)

certain provisions enabling a purchaser of securities offered in the course of primary distribution to rescind the contract of purchase:

(a) while the purchaser is still the owner of the securities, if the prospectus and any amended prospectus, as of the date of receipt by the purchaser, contains an untrue statement of a material fact or omits to state a material fact in order to make any statement contained therein not misleading, the purchaser may bring an action to rescind but only it action is commenced within 90 days from the last to occur of the receipt of the prospectus or amended prospectus or the contract of purchase; and

(b) if the person or company from whom the securities were purchased is notified in writing or by telegraph of the purchaser's intent to rescind not later than midnight of the second day, exclusive of Saturdays, Sundays and holidays, after receipt by the purchaser of the prospectus or amended prospectus. A prospectus or amended pros pectus sent by prepaid mail is deemed conclusively to be received in the ordinary course of mail. The receipt thereof by a person or company acting as agent or who thereafter commences to act as agent of the purchaser shall bc receipt by the purchaser as of the date of the agent's receipt thereof; however, for the purpose of the foregoing, a person or company is not considered to bc acting as agent of the purchaser unless the person or company is acting solely as an agent of the purchaser and has not received and has no agreement to receive compensation from or on behalf of the vendor with respect to the purchase and sale. This right of rescission is not available to a registrant or to a purchaser who sells or otherwise transfers beneficial ownership to the securities pur chased before the expiration of the time within which rescission may be effected.

MAN\(,I MINI

The names and addresses of the director-* ami officers of the Company and the positions held are listed below:

Name Address Position

Milton Klyman 21 Wemblex Road, President andToronto, Ontario. a Director

Irving Dobbs 43 Bellbury Crescent, DirectorWillowdale, Ontario.

Cieorge (iibson Kllsworth 152 Golfdalc Road, Directorloronto 12, Ontario.

Lawrence Murphy 23 Hlmont Drive, Secretary-TreasurerToronto 16, Ontario.

MILTON KLYMAN was self-employed as a Chartered Accountant until August 1963 and from that date until May 1966 he was President and a Director of E. J. Sharpe Instruments of Canada Limited. 79 Martin Ross Avenue. Downsview, Ontario (now called Scintrex Limited). From

Page 9: FALCON GOLD DEVELOPMENTS LIMITED

Ma) I9()d in .April I9d/ he vsa- a Direct'u u| the same companv and since March 1964 he has tvcn a Hading, officer and Secretary-"l icasuicr of M. Greene k A ssociates Limited. He is also associated wilt) Force ('rae Mines Limited and Marquis Explorations Limited.

IRVING DOBBS has heen ('resident of Dobbs R Company insurance Limited for more than l he past live scars. He is also a director and/or officer of several corporations including Home Mining Developments Limited, Force Crag Mines Limited and Marquis Explorations Limited.

GEORGE GIBSON EEESWORIH has since January 1967 to July 1969 been employed as a representative of J. R. Timmins A Co. in Toronto, Ontario and New York City. U.S.A. From July 1969 lo December 31. 1971 he has heen employed as a geologist by G.H.D. Consultants Limited of 'loronto. Ontario. Lrom January 1972 to the present time he is self-employed as a consulting geologist. He is also associated with Canton Explorations Limited.

LAWRLNCL MURPHY has since February l, 1967 been employed by Industracorp Services Limited, and since November 1969 he has been the sole beneficial owner of that Company's shares. He is also associated with Force Crag Mines Limited. Home Mining Developments Limited and Marquis Explorations Limited.

RI VHM 'RATION OF DIRECTORS AND SI-.MOR OFUCKRS

No director or senior officer of the Company has received any remuneration since incorpora tion and it is not intended to pay them any during the current financial year except that directors and the Secretary-Treasurer of the Company will be paid the sum of 550.00 for each meeting of the Board of Directors attended.

it should be noted that Industracorp Services Limited, whose shares are solely owned beneficially by Mr. Murphy, is to be paid a sum not exceeding 5200.00 a month for corporate secretarial services.

PROMOTER

M. Greene A Associates Limited is the Promoter of the Company. Reference is made to the heading "History and Business" concerning the Churchill Township Claims vended by them to the Company for 750.000 shares of its share capital. Since these claims are completely unproved, it is not possible to assign any value thereto, and accordingly, the said shares were allotted at an arbitrary value of 10 cents a share for a total amount of 575,000 which amount does not bear any correlation to the actual worth of the property which was acquired by the Promoter at a cost of approximately 52,900.00. The valuation of 10 cents per share was arbitrarily set by the present directors of the Company who became directors at the request of the Promoter.

INTEREST OF MANAGEMI NT AND OTHERS IN MATERIAL TRANSACTIONSReference is made lo the heading "History and Business" for particulars concerning the

agreement dated September 15, 1972, where M. Greene & A ssociates Limited sold the Churchill Township Claims to the Company for 750.000 shares. Reference is also made to the heading "Offering" and the agreement dated September 15, 1972, entered into between the Company and M. Greene # Associates Limited, relating to the underwritten and optioned shares of the Company.

AUDITORS

The auditors of the Company are Stern, Lass, Shoom k Co., Chartered Accountants, 801 Eglinton Avenue West. Toronto, Ontario.

Page 10: FALCON GOLD DEVELOPMENTS LIMITED

M \ 11 RIAL t OM R U IS

The niiK material contracts envied into by l he Company during the preceding two years are as follows:

1. Agreement dated September i.". l l) 72 between the Company and M. Cireene k A ssociates Limited, \\lieieunder the Companv acquired its Churchill Township Claims, the same being referred lo u nder the heading 'History and Business".

2. Agreement dated September lv 1M72 with M. Grccnc A Associates Limited and relating to the underwriting and optioning of shares of the Company, the same being referred to under the heading "Offering".

3. Agreement dated September 15. 1972 with M. Grecnc k A ssociates Limited and Canada Permanent 'l rust ( ompany relating lo the escrowed shares as referred to under the heading "Hscrowed Shares".

During the primary distribution of securities offered by this Prospectus, copies of the afore mentioned agreements rim bc inspected at the head office of the Company during normal business hours.

There are no oilu-r material facts

Page 11: FALCON GOLD DEVELOPMENTS LIMITED

FALCON GOLD DEVELOPMENTS LIMITEDBALAXCK SHKKT AS AT SFJ'TKMHKK 15, 1972

A S S K T S Mining Claims and Properties

10 unpatented mining clairm in 'lownship of C'hurchill, Province of Ontario, acquired for 750.000 shares of the company's capital stock, as valued by directors, at 575,000

Deferred ExpendituresIncorporation and oiizani/ation expenses (estimated) 6,000

S81 ,()()0

l l A It l L I l l l. SCurrt'til

Accounts payable and accrued liabilities (estimated) S 6,000

C A l'! I A LCapital Slock

Authori/.ed:3,000,000 shares, no par value, not to be issued for a total consideration

exceeding S l,500,000 Issued ami to be issued as fully paid:

For Cash See noteFor Mining Claims

750.000 shares, a*, valued by directors, at l Of per share 75,000

S81,000

Note: By agreement dated September 15, 1972, the company has agreed to sell 200,000 shares of capital stock (a 1 0? per share (320,000) payable forthwith on acceptance for filing of the company's prospectus (referred to as "effective date") and in consideration therefor has granted the following option on 40,000 shares (a I 5t' per share payable within 3 months of "effective date".

Approved on behalf of the Board of Directors:

"IRVING DOBBS", Director

"MM TON Kl.YMAN". Director

AUDITORS' REPORTWe have examined the Balance Sheet of l a Icon Gold Developments Limited as at Septem

ber 15, 1972, and have received all the information and explanations which we required.The accompanying Balance Sheet is, in our opinion, drawn up in accordance with generally

accepted accounting principles so as to present fairly the financial position of the company as at September 15, 1972, according to the best of our information, the explanations given to us and as shown by the books of the company.Toronto, Canada. STF.RN, I-ASS, SHOOM A CO.,September 20. 197?. Chartered Accountants.

Page 12: FALCON GOLD DEVELOPMENTS LIMITED

l lie foregoing constitutes full, Uiie and plain disclosure of all material facts relating to the secuiities offered In ihis Prospectus as required b\ Pan VII of l he Securities Act, R.S.O. 1970 c. 426. as amended and the regulation- thereunder.

DATED Ibis 2()ih day of St pu mlvr. 147?.

"MILTON KLYMAN'

Chief Executive Officer and Director

LAWRENCE MURPHY'

Chief Financial Officer

CiFOROF (ilHSON l l LSWORIH'

Direetoi

IRVlNCi DOBIJS"

Director

Promoter

M. CiRF.FNF. X ASSOCIATES LIMITED

Per "M fiRFFNF"

To the best of our knowledge, in formation and belief, the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by Part VII of The Securities Act. R.S.O. 1470, c. 426, as amended, and the regulations thereunder.

Underwriter-Optionee

M. GREF.NF Hi ASSOCIATES LIMITED

Per: "M. OREENE"

K)

Page 13: FALCON GOLD DEVELOPMENTS LIMITED

REPORT

ON

FALCON GOLD DEVELOPMENTS LTD.

CHURCHILL TOWNSHIP

DISTRICT OF SUDBURY

TORONTO, ONTARIO

SEPTEMBER 20, 1972 T. R. HEALE, P.ENG.

Page 14: FALCON GOLD DEVELOPMENTS LIMITED

TABLE OF CONTENTS

Page

SUMMARY .. ... . . . . . . . . . . . . . . . . . . . . . . . . ..... . . . . . . . l

INTRODUCTION ... ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

LOCATION AND ACCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

GEOLOGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ 3

MINERALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 4

CONCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ESTIMATED COST OF PROGRAMS . . . . . . . . . . . . . . . . . . . . . . 8

REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

CERTIFICATE

MAP

Page 15: FALCON GOLD DEVELOPMENTS LIMITED

SUMMARY

The property of Falcon Gold Developments Limited consists of

10 contiguous claims in Churchill Township approximately 4

miles north-east of the Village of Shiningtree. It was

visited by the writer on Saturday, September 9th, 1972 with

S. Saville and T.W. Dent. Gold was discovered in the

Shiningtree area in 1911. Exploration in the area continued

until the 1920's with some shaft sinking and underground

exploration in surrounding properties. Visible gold occurs

in quartz veins in a variety of rocks as reported in O.D.M.

Volume XXIX, Part 3, 1920, "West Shiningtree Gold Area".

The present claim group includes the Cochrane property men

tioned on page 41 of the above report as having two quartz

veins containing visible gold.

A program of mapping and prospecting is proposed for the

property, to be followed by diamond drilling if warranted.

The cost of mapping, prospecting and sampling is estimated

at five thousand dollars. A diamond drill program of 600

feet of drilling spread among a number of short holes is

estimated at six thousand five hundred dollars. The total

cost of this program will be approximately eleven thousand

five hundred dollars. With favourable results from this

program, further exploration would be warranted.

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INTRODUCTION

Falcon Gold Developments Ltd. has acquired 10 contiguous

mining claims in east central Churchill Township. Visible

gold was discovered in quartz veins on this property in the

early days of exploration, but very little work has been

done except some trenching on one vein.

Visible gold is also reported in quartz veins on adjacent

properties. A considerable amount of underground explora

tion was done on a property just to the north of the present

claims where a shaft was sunk and considerable lateral work

done. A program of exploration for viable gold deposits is

considered warranted on the Falcon Gold Developments Ltd.

property and is outlined in this report.

PROPERTY

The property consists of 10 contiguous claims in Churchill

Township, District of Sudbury, Larder Lake Mining Division.

The claims are numbered as follows:

Claim Number No. of Claims Recording Date

344945 - 344947 3 July 7, 1972

354571 - 354577 7 August 29, 1972

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LOCATION AND ACCESS

The claims are located in east central Churchill Township

about one mile west of the south end of Michiwakenda Lake;

they are centered around Perkins Lake. The Village of

Shiningtree is 4 miles to the south-west on Highway 560.

Access to the property is by way of Highway 560 to Ronda

Camp at the south end of Michiwakenda Lake, from there by

boat up the west side of the lake for 3/4 of a mile and

then by trail 1/2 mile west to the property.

A bush road was cut during the early days extending from

Highway 560 near Cryderman Lake a distance of 2 miles north

passing through or near the present property. While over

grown with trees, it could be made useable for diamond drills

or other equipment.

GEOLOGY

The O.D.M. Report, Volume XXIX, Part 3 and Map 29a on the

'West Shiningtree Gold Area' by P.E. Hopkins is used as the

basis for the geology and mineralization of the area given

here.

Churchill Township is mainly covered by volcanic rocks. In

the upper half of the Township, beginning at Michiwakenda Lake,

a narrow band of sediments and enclosing volcanics stretches

westward across a great mass of granite. Two small outliers

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Jof this granite invade the volcanics in the south half of

Churchill Township. The larger of the two granite intrusions

lies in the south-east corner of the Township. The claims of

Falcon Gold Developments Ltd. lie in the volcanics between

this granite intrusive and the sedimentary beds to the north.

The eastern margin of the claims is underlain by rhyolite.

To the west of these acid volcanics is a band of iron forma

tion striking north-west and separating the ryholites from

the main mass of basic volcanics to the west. Invading all

these older rocks is diabase occuring as dikes or remnants

of sills.

A north-west trending fault is postulated running down the

trough of Michiwakenda Lake, terminating the eastern exten

sion of the sedimentary fold in the northern part of the

Township.

MINERALIZATION

Quartz veins have been found in a variety of rocks in

Churchill Township,north, east and south of the present

claim group. Some of the veins are reported to be 800 feet

to 1000 feet in length and have width of 4 to 5 feet. Gold

is found scattered throughout these veins, usually in asso

ciation with chlorite, sericite and talc. Pyrite is not a

prominent accessory mineral and does not seem to be closely

associated with the gold. The best gold values are reported

to be found where the veins are in slaty pyritic rocks or

iron formation.

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quartz veins are known on the Falcon Gold Developments

Limited property. A 10" brecciated quartz vein is exposed

for about 8 feet in a stream bed in the north-east corner

of Claim 344946. This vein is composed of white quartz

with a minor amount of pyrite in a light coloured volcanic

rock. No visible gold was seen in the vein; no assays

were taken. On the western margin of the claim on the

boundary with No. 354571 a wide breccia quartz vein has

been exposed by trenching for a distance of 100 feet. This

vein strikes north-south and is covered with overburden at

both ends. It is 8 feet at its widest/ composed of

brecciated altered volcanic fragments cemented with quartz.

Fine pyrite is an accessory mineral in the volcanics. Two

samples of the vein assayed low values in gold.

This is possibly the vein referred to in O.D.M. Volume

XXIX, Part 3, page 41, 'Cochrane property 1 . Quoting from

this report: "On the western part of the claim (then 3712

- now 344946), within 100 feet of the west line, gold has

been found in a vein one foot in width striking north

easterly in porphyritic greenstone. A few hundred feet

north-east of this showing a white sugary quartz vein about

10 inches in width cuts across banded iron formation. The

quartz contains much finely disseminated pyrite and numerous

small particles of gold."

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CONCLUSIONS

The presence of quartz veins of good width on the property

has been established by personal inspection. No visible

gold was found during the inspection as the trenches were

not well cleaned. Two samples taken at intervals across

the vein gave low assays in gold. A sample taken by T.

Saville is reported at 0.08 oz. gold. The vein previously

reported to be in the iron formation was not located, but

an exposure of iron formation was observed about 200 feet

.east of the above-mentioned quartz vein.

The best values on surrounding properties are reported to

be in the iron formation or slates, i.e. the Herrick

property to the north and Gold Corona to the south. A

considerable strike length of iron formation occurs on

the property of Falcon Gold Developments Limited trending

north-west. The strike of the known quartz vein on the

property should bring it into the iron formation to the

north, with the possibility of increased gold values.

The iron formation and sediments on the property appear to

be the most favourable areas for gold deposition; exploration

should be directed to these areas in the first instance.

RECOMMENDATIONS

A program of prospecting and geological mapping is proposed

for the first phase of exploration on the Falcon Gold

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Developments Limited ground in Churchill Township. The object

would be to explore the extension of the veins now located,

but also to find new veins in the iron formation. The vein

mentioned in O.D.M. Volume XXIX, Part 3 as occurring in the

iron formation and containing free gold should be relocated

and explored.

The iron formation should also be sampled to determine its

bulk gold content as a source of low grade open pit ore.

After determining the extent and significance of surface

values, the second phase of the program would be exploration

at depth with a diamond drilling program. This would con

sist of a number of short holes approximately 150 feet in

length to test the extension of values to shallow depths.

Further drilling would be determined by the results of the

shallow drill results.

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ESTIMATED COST OF PROGRAM

Line cutting, approximately 11 miles@ $95. per mile $ 950.00

Mapping of claims, 10 @ $90 per claim 900.00

Prospecting, 2 men, l month 1,000.00

Sampling, 100 samples @ $ld sample 1,000.00

Supervision and engineering 600.00

TOTAL $ 4,650.00

Contingencies 350.00

TOTAL PHASE l $ 5,000.00

Diamond drilling, 600 feet @ $10/ft. $ 6,000.00

Contingencies 500.00

$ 6,500.00

TOTAL PHASES l Se 2 ?11,500.00

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R. B. Stewart

P. E. Hopkins

Findley

G. Langford

REFERENCES

O.B.M. Vol. XXI, Part l

O.B.M. Vol. XXII, Part l

O.B.M. Vol. XXIX, Part 3

O.B.M. Vol. XXX, Part 2

O.B.M. Vol. XXXV, Part 6

O.B.M. Vol. XXXVI, Part 2

Page

271-277

233-238

28-52 36-39

83-96

100-104

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CERTIFICATE

I t Tom Heale, of the City of Toronto in the Province of

Ontario, hereby certify:

1. That I am a consulting geologist with offices at 6 Charles Street East, Toronto 5, Ontario.

2. That I am a graduate in Geology from Queen's University (1946), Kingston, Ontario and have practiced my profession continuously since graduation.

3. That I am a Registered Professional Engineer of the Province of Ontario.

4. That I have no direct or indirect interest, nor do I expect to receive any direct or indirect interest in the property described herein. I do not own beneficially, directly or indirectly any shares in Falcon Gold Developments Ltd. nor any shares in any affiliate of that company.

5. That my report on the Churchill Township property of Falcon Gold Developments Ltd. is based on Ontario Department of Mines reports and maps and personal inspection of the property.

Dated at TORONTO, Ontario this 20th day of September, 1972.

i f/T. Heale, P.Eng.

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