UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934. OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended November 30, 2004. OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________________to _________________________
Commission file number 0-29986
WEALTH MINERALS LTD.
(Formerly Triband Enterprise Corp.)
(Exact name of Registrant as specified in its charter)
Alberta, Canada
(Jurisdiction of incorporation or organization)
#1901 - 1177 W. Hastings St. Vancouver, B.C., V6E 2K3
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares Without Par Value
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report. 10,783,642
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
|X| Yes |_| No
Indicate by check mark which financial statement item the registrant has elected
to follow.
|X| Item 17 |_| Item 18
Index to Exhibits found on page 37
FORWARD LOOKING STATEMENTS
Forward-Looking Information is Subject to Risk and Uncertainty. When used in
this Annual Report, the words "estimate," "project," "intend," "expect,"
"anticipate" and similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Annual
Report. These statements are subject to risks and uncertainties that could cause
actual results to differ materially from those contemplated in such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those identified under the heading Item 3 "Risk Factors".
Glossary of Terms
-----------------
Ag chemical symbol for silver
Antimony a chemical element, chemical symbol Sb
Actinolite calcium magnesium iron silicate hydroxide
arable land land which is suitable for the cultivation of
crops (farm land)
argillic clay formation clay minerals formed by alteration of
original rock
Argillite a sedimentary rock comprised of siltstone,
claystone or shale that has been compacted
Arsenic a chemical element, chemical symbol As
Arsenopyrite a mineral composed of iron, arsenic and sulfur
(FeAsS)
As chemical symbol for arsenic
Au chemical symbol for gold
Ba Chemical symbol for barium
Barite a mineral composed of barium, sulfur and oxygen
(BaSO4)
Batholith a granitic body made up of multiple intrusions of
igneous rock
Bi Chemical symbol for bismuth
biotite granite a granitic igneous rock containing large amounts
of biotite
Bismuth a chemical element, chemical symbol Bi
Calcarenite clastic sedimentary rock containing calcium
carbonite
calc-silicate minerals a term referring to a group of minerals
containing calcium and silica formed
in a carbonate rock
carbonate-muscovite a mixture of calcium carbonate and illite-
muscovite clays in altered rocks
Chalcopyrite a mineral composed of copper, iron and sulfur
(CuFeS2)
Chlorite a greenish, platy, mica-like mineral containing
iron, magnesium, aluminum and silica.
Cu chemical symbol for copper
Epidote a calcium, aluminum silica mineral, common in
metamorphic rocks
FeOx general chemical term for group of minerals
containing iron and oxygen and/or water
Fluorite a mineral composed of calcium and fluorine (CaF2)
Freibergite rock composed of iron, copper, silver antimony,
arsenic and sulfur
Granite an igneous rock consisting of quartz and
orthoclase with hornblende or biotite as mafic
constituents.
Granodiorite a plutonic igneous rock consisting of quartz,
calcic feldspar, and orthoclase with biotite,
hornblende or pyroxene as mafic constituents
3
Greenstone iron and magnesium rich igneous rock whose
composition has been changed in a sequence of
sedimentary rocks.
Hematite a mineral composed of iron and oxygen (Fe2O3)
Hg chemical symbol for mercury
Hornfels Hard compact rock that breaks into splintery
fragments
Jarosite a mineral composed of potassium iron, sulfur and
oxygen (K, Fe3 (SO4)(OH)6
Lithocap altered host rock
Lower Tertiary age the early part of the Tertiary geological time
period spanning 66 to 44 million years before the
present
Mesothermal conditions of ore deposition of intermediate
temperatures and depths
Mesozoic Era of geologic time spanning 245 to 66 million
years before the present
Metasomatism introduction of a fluid into a rock which totally
changes the composition of the rock
Microcrystalline quartz small crystals of the mineral quartz
Minerals means a homogeneous naturally occurring chemical
substance
Ore means a mineral or aggregate of minerals which
can be mined at a profit
Tremolite calcium magnesium silicate hydroxide
Ma chemical symbol for magnesium
Mo chemical symbol for molybdenum
Palaeozoic Era of geologic time spanning 570 to 245 million
years before the present
Pb chemical symbol for lead
plutonic rocks igneous rocks formed below the earth's surface
Porphyry a rock composed of prominent crystals
Ppb an abbreviation for units of measure in parts per
billion
Ppm abbreviation for units of measure in parts per
million
pre-Tertiary a term applied to rocks of geological events
older than Tertiary Age (more than 66 million
years before the present.
Product means a metallic or non-metallic substance
extracted from ore.
Proterozioc Era 2.5 million to 543 million years ago
Pyrite a mineral composed of iron and sulfur (FeS2)
Pyritization formation of the mineral pyrite in rocks
Pyrrhotite a mineral composed of iron and sulfur (FeS)
quartz diorite a plutonic igneous rock similar to granodiorite
but with larger amounts of mafic constituents.
Quartz-ankerite a mixture of quartz (SiO2) and ankerite (Ca, Fe,
Mg) CO3 in altered rocks
Sb chemical symbol for antimony
Selenium a chemical element, chemical symbol Se
Scorodite iron arsenic hydrogen oxygen - hydrated iron
arsenage
4
Silicification the introduction of or replacement by silica
Spalerite zinc iron sulphide major ore of zinc
Stephanite silver antimony sulfide and or of silver and as
mineral specimens
Stockwork metalliferous deposit characterized by the
impregnation of the mass of rock with small veins
or nests irregularly grouped
Tetrahedrite copper antimony sulfide ore of copper or minor
ore of silver
TM Thematic mapping of ground in infared portion of
the electromagnetic spectrum
Thallium a chemical element, chemical symbol Tl
Tremolite calcium magnesium silicate hydroxide
Ultramafics group of igneous rocks containing very small
amounts of silica and large amounts of magnesium
and iron
vesicular basalt flows a surface flow of dark gray volcanic rocks of
mafic composition with open voids from gas
bubbles
Vuggy silica advanced argillic alteration
Zn chemical symbol for zinc
5
TABLE OF CONTENTS
PART I
Page
ITEM 1 Identity of Directors, Senior Management and Advisors. 7
ITEM 2 Offer Statistics and Expected Timetable 7
ITEM 3 Key Information 7
ITEM 4 Information on the Company 13
ITEM 5 Operating and Financial Review and Prospects 20
ITEM 6 Directors, Senior Management and Employees 25
ITEM 7. Major Shareholders 33
ITEM 8. Consolidated Statements and Other Financial Information 35
ITEM 9 The Offer and Listing 35
ITEM 10 Additional Information 37
ITEM 11 Quantitative and Qualitative Disclosures About Market Risk 42
ITEM 12 Description of Securities Other than Equity Securities 42
PART II
ITEM 13 Defaults, Dividend Arrears and Delinquencies 42
ITEM 14 Material Modifications to the rights of Security Holders
and Use of Proceeds 42
ITEM 15 Controls and Procedures 42
ITEM 16A Audit Committee Financial Expert 42
ITEM 16B Code of Ethics 42
ITEM 16C Principal Accountant Fees and Services 42
PART III
ITEM 17 Financial Statements 43
ITEM 18 Financial Statements 44
ITEM 19 Financial Statements and Exhibits 44
6
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
CURRENCY AND EXCHANGE RATES
All dollar amounts set forth in this report are in Canadian dollars, except
where otherwise indicated. The following tables set forth the average rates of
exchange for the Canadian dollar, expressed in U.S. dollars, for the previous
five years and the high and low exchange rate for the last six months in each
case based on the noon buying rate in New York City for cable transfers in
Canadian dollars as certified for customs purposes by the Federal Reserve Bank
of New York. Prices based on the Corporation's fiscal year end (November 30),
and quoted in U.S. Dollars.
2004 2003 2002 2001 2000
Average Rate During Period $0.7815 $0.7600 $0.6400 $0.5477 $0.6579
Dec. 2004 Jan. 2005 Feb 2005 Mar. 2005 Apr. 2005 May 2005
High $0.8433 $0.8342 $0.8131 $0.8313 $0.8232 $0.8083
Low $0.8056 $0.8051 $0.8024 $0.8024 $0.7956 $0.7886
The end of day rate at the close of business on May, 27 2005 was $0.7947.
3.A SELECTED FINANCIAL INFORMATION
The selected historical financial information presented in the table below for
each of the years ended November 30, 2004, 2003, 2002, 2001 and 2000 is derived
from the audited consolidated financial statements of the Company. The audited
financial statements for the Company for the years ended November 30, 2004, 2003
and 2002 are included in this Filing. The selected historical financial
information for the years ended November 30, 2001 and 2000 presented in the
table below are derived from audited financial statements of the Company that
are not included in this Filing. The selected financial information presented
below should be read in conjunction with the Company's consolidated financial
statements and the notes thereto (Item 17) and the Operating and Financial
Review and Prospects (Item 5) elsewhere in this Filing.
The selected consolidated financial data has been prepared in accordance with
Canadian Generally Accepted Accounting Principals (GAAP) and in accordance with
Canadian and United States Generally Accepted Accounting Standards (GAAS).
Selected financial data has also been provided under United States GAAP to the
extent that amounts are different. The consolidated financial statements
included in Item 17 in this Filing are also prepared under Canadian GAAP and
Canadian and United States GAAS. Included within these consolidated financial
statements in Note 11 is reconciliation between Canadian and United States GAAP.
7
SELECTED FINANCIAL DATA, CANADIAN GAAP
Selected Financial Data (Canadian GAAP)
----------------- ----------------- ----------------- ----------------- -----------------
Year Ended 2004 $ Year Ended 2003 $ Year Ended 2002 $ Year Ended 2001 $ Year Ended 2000 $
----------------- ----------------- ----------------- ----------------- -----------------
Revenues -- -- -- -- --
----------------- ----------------- ----------------- ----------------- -----------------
Exploration Expenses 502,262 27,783 57,664 19,293 88,823
----------------- ----------------- ----------------- ----------------- -----------------
Depletion, 2,438 2,974 3,047 3,097 4,376
Depreciation
and
Amortization
----------------- ----------------- ----------------- ----------------- -----------------
General and Administrative 533,709 233,344 253,549 225,434 280,157
Expenses
----------------- ----------------- ----------------- ----------------- -----------------
Other 15,749 902 1,902 1,892 194,209
Income
----------------- ----------------- ----------------- ----------------- -----------------
Net Income (1,630,322) (263,199) (315,085) (679,437) (1,114,168)
(Loss)
----------------- ----------------- ----------------- ----------------- -----------------
Per Share (0.24) (0.03) (0.06) (0.24) (0.42)
----------------- ----------------- ----------------- ----------------- -----------------
Working Capital 3,035,983 79,317 144,385 82,049 160,558
----------------- ----------------- ----------------- ----------------- -----------------
Deferred -- -- -- -- --
Exploration
Expenses
----------------- ----------------- ----------------- ----------------- -----------------
Other Assets 13,344 37,735 40,709 38,920 27,565
----------------- ----------------- ----------------- ----------------- -----------------
Long-Term -- -- -- -- --
Liabilities
----------------- ----------------- ----------------- ----------------- -----------------
Shareholders Equity 2,994,748 117,052 185,094 118,964 613,144
----------------- ----------------- ----------------- ----------------- -----------------
SELECTED FINANCIAL DATA US GAAP
Year Year Year Year Year
Ended Ended Ended Ended Ended
2004 2003 2002 2001 2000
Revenues -- -- -- --
Exploration Expenses 504,262 27,783 57,664 19,293 88,823
Depletion, Depreciation and 2,438 2,974 3,047 3,097 4,376
Amortization
General and Administrative Expenses 533,709 233,344 253,549 225,434 704,826
Other Income 15,749 902 1,092 1,892 7,424
Basic Net Income (Loss) (1,630,322) (263,199) (388,085) (679,437) (1,274,379)
Per Share (0.24) (0.03) (0.07) (0.24) (0.48)
Working Capital 79,317 144,385 82,049 160,558
Deferred Exploration Expenses -- -- -- -- --
Other Assets 37,735 40,709 36,915 452,586
Long-Term Liabilities -- -- -- --
Shareholders Equity 2,994,758 117,052 185,094 14,355 568,772
3.D RISK FACTORS
Certain Risks of Operation
Our business is subject to a number of material risks which may affect the
Company's future financial performance, including risks customarily encountered
by early-stage mining companies.
8
General Exploration and Mining Risks
Operating Risks
The exploration and, if warranted, development of mining properties is a
high-risk industry. Presently, none of our properties have a known body of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explorations, cave-ins, landslides,
and the inability to obtain adequate machinery, equipment or labor are all risks
involved in the operation of mines and the conduct of exploration programs. We
rely significantly on independent consultants and other professionals for
exploration and development expertise.
Risks Related to Property Acquisition Agreements
On May 4th, 2005, the Company announced that it has entered into an agreement to
acquire a 100% interest in the MacKenzie Project located in central British
Columbia, from certain individuals named the VRBDD Syndicate. The MacKenzie
Project is located 150 kilometers north of the city of Prince George.
The terms of the acquisition requires Wealth to pay to the VRBDD Syndicate
CDN$80,000 and 100,000 common shares upon signing of the agreement. On the first
anniversary of signing the agreement Wealth will pay a further CDN$25,000 and
200,000 common shares. On the second anniversary of signing the agreement Wealth
will pay a further $25,000 and 250,000 common shares. On the third anniversary
of signing the agreement Wealth will pay a further $25,000 and 250,000 common
shares.
The VRBDD Syndicate will retain a 2% net smelter royalty on any production and
an advance royalty of $25,000 per year every year after year three of the
agreement is to be made by Wealth to the VRBDD Syndicate.
Wealth may purchase one half of the net smelter royalty at any time for a
payment of $1,000,000.
There is no guarantee that the anniversary payments, or royalty payments will be
made. There can be no guarantee that the exploration work on the property will
ever prove the property viable for commercial production.
Capital Expenditures
We will require substantial resources to establish ore reserves, develop
metallurgical processes to extract metal from the ore, and develop mining and
processing facilities at a given site. There can be no assurances that
sufficient quantities of minerals with a sufficient average grade will justify
commercial development of any such site.
Volatility in Mineral Prices
The cost of developing gold and other mineral properties is affected by the cost
of operations, variations in ore grade, fluctuations in metal markets and the
cost of processing equipment.
Employment Contracts/Reliance Upon Officers
The Company has not entered into an employment contract with all of its
executive officers. The company is largely dependent upon the personal efforts
and abilities of its corporate officers. The loss or availability to the Company
of these individuals may have materially adverse effects upon the Company's
business.
Legal Proceedings Against Foreign Directors
The Company is incorporated under the laws of the Province of Alberta, Canada,
and some of its directors and officers are residents of Canada. Consequently, it
may be difficult for United States investors to effect service of process within
the United States upon the Company or upon those directors and officers who are
not residents of the United States, or to realize in the United States upon
judgments of United States courts predicated upon civil liabilities under the
United States Securities and Exchange Act of 1934 as amended. Furthermore, it
may be difficult for investors to enforce judgments of the United States Courts
based upon civil liability provisions of the United States Federal securities
laws in a Canadian court against the Company or any of the Company's non-United
States resident officers or directors. There is substantial doubt whether an
original lawsuit could be brought successfully in Canada against any of such
persons or the Company predicated solely upon civil liabilities.
9
Effect of Future Financings
The Company has historically raised capital through a series of equity
offerings. The ability for the Company to continue is dependent upon its ability
to raise additional capital. There can be no assurances that the current issued
capital and the shareholders thereof, will not be partially or substantially
diluted by further equity offerings.
Classification of the Common Stock as Penny Stock
In October 1990, Congress enacted the "Penny Stock Reform Act of 1990." "Penny
Stock" is generally any equity security other than a security (a) that is
registered or approved for registration and traded on a national securities
exchange or an equity security for which quotation information is disseminated
by The National Association of Securities Dealers Automated Quotation ("NASDAQ")
System on a real-time basis pursuant to an effective transaction reporting plan,
or which has been authorized or approved for authorization upon notice of
issuance for quotation in the NASDAQ System, (b) that is issued by an investment
company registered under the Investment Company Act of 1940, (c) that is a put
or call option issued by Options Clearing Corporation, (d) that has a price of
five dollars or more, or (e) whose issuer has net tangible assets in excess of
$2,000,000, if the issuer has been in continuous operation for at least three
years, or $5,000,000 if the issuer has been in continuous operation for less
than three years, or average revenue of at least $6,000,000 for the last three
years.
Our Common Shares are presently considered "penny stock" under these criteria.
Therefore, the Common Shares are subject to Rules 15g-2 through 15g-9 (the
"Penny Stock Rules") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Penny Stock Rules impose additional reporting, disclosure
and sales practice requirements on brokers and dealers before they can recommend
the Common Shares for purchase by their customers, and require that such brokers
and dealers must make a special suitability determination of each purchaser and
must have received the purchaser's written consent to the transaction prior to
the sale. Consequently, the Penny Stock Rules may affect the ability of brokers
and dealers to sell the Common Shares and may affect the ability of purchasers
to sell any of the Shares acquired hereby in the secondary markets.
So long as the Common Shares are within the definition of "Penny Stock" as
defined in Rule 3a51-1 of the Exchange Act, the Penny Stock Rules will continue
to be applicable to the Common Shares. Unless and until the price per share of
Common Shares is equal to or greater than $5.00, the Common Shares will be
subject to substantial additional risk disclosures and document and information
delivery requirements on the part of brokers and dealers effecting transactions
in the Common Shares. Such additional risk disclosures and document and
information delivery requirements on the part of such brokers and dealers may
have an adverse effect on the market for and/or valuation of the Common Shares.
Stage of Development
We have no production revenue. We do not have an operating history upon which
investors may rely. Moreover, we have no commercially viable properties at this
time.
We have limited financial resources, with no assurance that sufficient funding
will be available for future exploration and development or to fulfill our
obligations under current agreements. There is no assurance that we will be able
to obtain adequate financing in the future or that the terms of such financing
will be favorable. Failure to obtain such additional financing could result in
delay or indefinite postponement of further exploration and development of its
projects. Our accumulated deficit as at November 30, 2004 was $6,549,330.
Metal Prices
Metal prices have fluctuated widely in recent years, and are affected by
numerous factors beyond our control. International economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumption patterns, speculative activities and
worldwide production levels all may affect metal prices.
10
Competition
The mineral industry is very competitive. We must compete with other companies
possessing superior financial resources and technical facilities. This
competition is not only for the acquisition of mining interests, but also for
retention of the services of qualified employees.
No Assurance of Titles
Our mineral property interests may be subject to prior unregistered agreements,
transfers or native land claims and title may be affected by undetected defects.
Substance and continuity of title may also be affected by political instability
and the vagaries of law as they exist and are applied in foreign jurisdictions.
Surveys have not been carried out on all of our mineral properties and
therefore, in accordance with the laws of the jurisdiction in which such
properties are situated, their existence and area could be in doubt.
General Operating Hazards
Permits and Licenses
Our operations require licenses and permits from various governmental
authorities. There can be no assurance that we will be able to obtain all
necessary licenses and permits that may be required to carry out exploration,
development and mining operations at the Company's projects.
Our properties in the State of Nevada consist of 23 Bet claims located by the
Corporation. We currently have licenses, issued by the Nevada Department of
Mining, to conduct geological, geochemical and geophysical investigations and
sample drilling at the 23 BET claims for a period of one year until September,
2005. The license may be renewed on a yearly basis by submitting the yearly
filing fees to the appropriate Land Claims Offices in the state. The yearly
filing fee for our property is as follows: $2,875 USD for the 23 BET claims. We
also maintain the BET 1-23 Claims with the Lander County Recorder for a yearly
fee of $199.00 (USD) which were renewed in September 2004. We are currently in
good standing with the Nevada Department of Mining. Additional licenses will be
required to extract minerals, if found. Surface rights for mining operations are
available upon application for licenses to extract minerals.
All permits and licenses with respect to the MacKenzie Project are in good
standing.
Price Fluctuations, Share Price Volatility
Securities markets in Canada and the United States have experienced a high level
of price and volume volatility in recent years, with many resource companies
experiencing wide price fluctuations not necessarily related to operating
performance or underlying asset values of such companies. Our Common Shares
traded between $0.10 and $0.46 in 2002 and between $0.10 and $0.37 in 2003 and
between $0.36 and $1.50 in 2004. No assurances can be made that our share price
and volume will not continue to fluctuate materially.
Significant Uncertainties
We currently do not have any producing mineral properties but are seeking
mineral property prospects. These projects may be subject to substantial
regulatory requirements, financing needs, and economic uncertainties. There is
no assurance that we can raise the additional funds necessary to complete the
development work and, if warranted, bring the property into production. There is
also no assurance that the property will prove to be profitable if it is brought
into production.
Environmental Regulations
All phases of our operations are subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
is evolving in a manner which means stricter standards, enforcement; and fines
and penalties for non-compliance. Environmental assessments of proposed projects
carry a heightened degree of responsibility for companies and directors,
officers and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect our operations.
We are in compliance with all applicable environmental laws and regulations in
Nevada, USA and in British Columbia, Canada.
11
ITEM 4 INFORMATION ON THE COMPANY
4. A HISTORY AND DEVELOPMENT OF THE COMPANY
Wealth Minerals Ltd. (the "Corporation") was incorporated under the laws of the
Province of Alberta on October 7, 1994 under the name of 627743 Alberta Ltd. On
February 10, 1995, 627743 Alberta Ltd. changed its name to Triband Capital Corp.
On July 18, 1996 Triband Capital Corp. changed its name to Triband Resource
Corporation to reflect its business in mineral exploration. On August 22, 2002,
the Corporation changed its name to Triband Enterprise Corp. as it was
contemplating business acquisitions which were not associated with mineral
exploration. On January 14, 2004, the Corporation changed its name to Wealth
Minerals Ltd. to reflect its renewed focus on mineral exploration. The
authorized capital consists of an unlimited number of common shares ("Common
Shares") and an unlimited number of preferred shares, without par value. As of
the fiscal year end, November 30, 2004, there were 10,551,142 common shares
issued and outstanding. As of May 27, 2005 there are 10,783,642 common shares
issued and outstanding.
The registered office is located at 2300 Western Gas Tower, 530- 8th Ave..,
S.W., Calgary, Alberta, T2P 3S8 and the head office is located at #1901- 1177 W.
Hastings St. Vancouver, British Columbia, V6E 2K3 (604) 331-0096.
4 B. BUSINESS OVERVIEW
Description and General Development
We are a natural resource corporation currently engaged in the acquisition and
exploration of mineral properties. We presently have no producing properties,
and there can be no assurance that a commercially viable body of ore (a reserve)
exists in any of our properties until appropriate drilling and/or underground
testing is done. A comprehensive evaluation based upon unit cost, grade
recoveries and other factors determines economic feasibility.
During the five preceding fiscal years we have pursued our operations through
the acquisition and exploration of mineral properties in the United States,
Canada and South America.
In May of 2005, the Company announced that it had entered into an agreement to
purchase the MacKenzie Property in Central British Columbia. This agreement is
discussed in Item 4.D "Property, Plants and Equipment".
The Company retains a 100% ownership of the patented BET 1-23 claims in Nevada.
The Company does not plan any exploration activities on the BET claims in fiscal
2005 but will continue to evaluate any joint venture opportunities with respect
to those claims..
In June of 2004, the Company entered into an option assignment agreement (the
"Option Agreement") with Minera Koripampa del Peru S.A. ("Koripampa") whereby
the Company obtained the right to acquire a 100% interest in certain mineral
rights in Peru (the "Amata Property") which were originally granted to Koripampa
by Rio Tinto Mining and Exploration Limited ("Rio Tinto") pursuant to a Letter
of Understanding (the "LOU") between Koripampa and Rio Tinto.
In consideration of the assignment of this option to Wealth Minerals, Wealth
Minerals paid $100,000 (USD) in May, 2004 and issued 200,000 common shares upon
closing of the agreement in June, 2004. The Company has not made any work
program expenditures in fiscal 2004 to date and the option on the Koripampa will
lapse in June 2005. On May 20, 2005, the Company announced it would not be
proceeding with the Amata Project.
12
As of May, 2005 the only property interests the Company has are its ownership of
the BET 1-23 Claims in Lander County Nevada. The Company has entered into an
agreement to acquire a 100% interest in the MacKenzie Property in central
British Columbia.
The table below illustrates our expenditures on development and exploration
activities for the last three fiscal years. The figures below have been prepared
in accordance with generally accepted accounting principles ("GAAP") in Canada.
Under Canadian generally accepted accounting principles the costs of acquiring
and exploring mineral properties are capitalized prior to commercial feasibility
and written down if the properties are abandoned, sold or if management decides
not to pursue the properties. Under United States generally accepted accounting
principles, exploration and prospecting costs are charged to expense as
incurred, as are development costs for projects not yet determined by management
to be commercially feasible. Except as stated above and explained in Note 11 of
our financial statements, the figures below are consistent with U.S. GAAP.
To May, 2005 2004 2003 2002 2001
$ $ $ $ $
General Exploration 110,262 52,482 57,664 19,293
Acquisition Costs 140,000 394,000 68,390 -- --
We have not prepared a budget for all our properties. The cost of developing
gold and other mineral properties is affected by the cost of operations,
variations in ore grade, fluctuations in metal markets and the cost of
processing equipment. Government regulations regarding prices, taxes, royalties,
allowable production, importing and exporting of minerals, land use, land tenure
and environmental protection also affect economic viability.
We employ certified independent geological consultants to extract samples from
the properties who utilize certified independent laboratories for the testing of
samples taken from the Nevada properties in order to ensure the validity and
integrity of samples taken. To the extent necessary, we will practice the same
controls necessary on our British Columbian property. We utilize the services of
a director and of independent certified geologists to review the laboratory
results and order additional tests from independent laboratories to verify
results.
Change of Business
During the fiscal year 2004 there was no change of business contemplated.
In April 2000, the Company decided to change its business focus to internet or
high tech ventures and completed a filing with the Canadian Venture Exchange
regarding our intention to change our business. The results of the Company's due
diligence indicated that it was not feasible for the Company to change its
business direction and accordingly focused on mineral exploration since December
2000.
We intend to continue to review potential business opportunities in mining
exploration.
Investments
On December 15, 2004, Wealth entered into a letter of intent with Minera San
Jorge S.A. de C.V. ("MSJ"), a Mexican Corporation for an exclusive due diligence
period and right of first refusal to acquire a 60% interest in two exploration
projects, one in Mexico, and the other in Colombia The Company announced on May
20, 2005 that it does not intend to pursue the MSJ acquisitions. For details of
the letter of intent, please see Item 4.D "Property Acquisition - Minera San
Jorge - Properties in which the Company no longer has an interest".
On February 28, 2005, Wealth announced the signing of a letter agreement with
Brett Resources Inc. ("Brett") for the right to acquire a 60% interest in a 47
square kilometer exploration license in eastern El Salvador, covering the
surface exposure of a potential low sulfidation epithermal gold-silver vein
system. The Company announced on May 20, 2005, that it does not intend to pursue
the Brett acquisition. For details of this letter agreement, please see item 4.D
"Property Acquisition - Brett Property - Properties in which the Company no
longer has an interest".
13
In June of 2004, the Company entered into an option assignment agreement (the
"Option Agreement") with Minera Koripampa del Peru S.A. ("Koripampa") whereby
the Company obtained the right to acquire a 100% interest in certain mineral
rights in Peru (the "Amata Property"). In consideration of the assignment of
this option to Wealth Minerals, Wealth Minerals paid $100,000 (USD) in May,
2004, and issued 200,000 common shares issued upon closing of the agreement in
June, 2004. The Company announced on May 20, 2005, that it did not intend to
pursue the Amata Agreement. For details of this agreement, please see Item 4.D ,
"Property Acquisition, Amata Project - Properties in which the Company no longer
has an interest."
On May 4th, 2005, the Company announced that it had entered into an agreement to
acquire a 100% interest in the MacKenzie Project located in central British
Columbia, from certain individuals named the VRBDD Syndicate. The MacKenzie
Project is located 150 kilometers north of the city of Prince George. For
details of this agreement, please see Item 4.D "Property Acquisition - MacKenzie
Project".
4.C INTERCORPORATE RELATIONSHIPS
We have one wholly owned, direct subsidiary: Triband Resource US Inc., a
corporation incorporated under the laws of the State of Nevada on November 5,
1997. The registered office of Triband Resource US Inc. is located at, 6121
Lakeside Dr., Suite 260 Reno, Nevada.
4.D PROPERTIES, PLANTS AND EQUIPMENT
In 2001 and 2002 we abandoned certain claims in the Battle Mountain and Whisky
Canyon area in Nevada for economic reasons. The Company felt that further
exploration work on these claims would not be economically feasible as it was
determined that exploration work on these claims would not yield any significant
results. The Company decided to concentrate on the Betty O'Neal claims at that
time as exploration and mining activity in this area had shown some positive
results in the past. The only obligation we had was to the Battle Mountain State
Mortgage Bank with respect to the lease of the Betty O'Neal claims until July of
2004. We were obliged to pay the Battle Mountain State Mortgage Bank a total of
$18,000 USD per year in $9,000 USD increments, due in July and February of each
year. In May of 2004 the Company notified the Battle Mountain State Mortgage
Bank that it did not intend to renew its obligations with respect to the Betty
O'Neal Claims. A further US$25,000 due July 9, 2004 was not paid at that time
and the Company terminated its intent to earn an interest in the claims. The
Company continues to maintain the BET 1-23 claims; however, there is no
exploration work on these claims contemplated at this time.
We are in the exploration stage and the properties are presently without a known
body of commercial ore. Our principal mineral properties are the following.
A. BET Claims 1 - 23 - Lander County, Nevada, USA
The Company owns 23 BET Claims it located in 1997 bordering the Betty O'Neal
patented claims on the Whisky Canyon property which the Company had under option
until July of 2004. The Company did not renew its option on the Whisky Canyon
property in July of 2004.
Location and Introduction
The BET Claims 1 - 23 ("the BET Claims") are located along the northwest flank
of the Shoshone Range approximately 12 miles southeast of Battle Mountain,
Lander County, Nevada, USA. Much of the Claims occur in steep topography between
6000 feet and 8000 feet in elevation. Access is relatively difficult and is
limited to a few steep, narrow and poorly preserved drill roads.
Mining and Exploration History
Prospecting for and limited mining of high grade veins in the district began in
the late 1870's. The Betty O'Neal Mine which the BET Claims border was worked
extensively for silver beginning in about 1880. It was reportedly mined
intermittently until about 1936 and was the only major producing mine in the
vicinity of the Whisky Canyon Property upon which the Company had an option
until July, 2004. Recorded production for the period of 1902-1936 from the Betty
O'Neal totals about 4.2 million ounces of silver from ores with grades averaging
between 25 to 30 ounces per ton. No production records exist for the period
between 1880-1902. Numerous other showings small high grade mines of limited
production occur in adjoining Rocky Canyon and in the surrounding area.
14
Porphyry copper-molybdenum exploration was focused in Rocky Canyon and nearby
Pipe Canyon in an active way during the early to mid -1970's. Several deep
(greater than 2000 foot) core holes encountered deep, low grade, Cu-Mo
mineralization beneath the breccia pipes and magmatic centers in both Rocky and
Pipe Canyons. No further copper exploration has been done in the district.
Recent gold exploration began in the district during 1879 and continued
intermittently through the early 1900's. Noranda Exploration ("Noranda")
conducted the first phase of modern exploration beginning in late 1979 and
continued through early 1981. Their work included geologic mapping, geochemical
sampling, and exploration drilling (4 diamond core and 15 rotary holes). Noranda
elected to terminate the project even though their drilling intersected
gold-mineralization in the Whisky Canyon vicinity.
Following Noranda, Draco Minerals Ltd. ("Draco Minerals") explored the Rocky
Canyon area for precious metals but drilled only 14 shallow reverse circulation
holes. St. George acquired both the Whisky Canyon Property and the Rocky Canyon
property from the underlying owners and Draco Minerals, respectively, along with
other ground in the district. St. George and their subsequent partners drilled
at least 16 reverse circulation holes in the Whisky-Rocky Canyon area and
numerous holes to the west along the range front zone. Cameco Gold U.S. acquired
ground along the range front near the mouth of Rocky Canyon and the Lucky Rocks
area by claim location and an option agreement with St. George. The Cameco
program which began in 1996, included core drilling, and continues at present.
Property Acquisition
The BET Claims 1 - 23 were claimed by the Company in 1997. We maintain our
interest in the BET claims via yearly payments of $2,875 to the Bureau of Land
Management in Battle Mountain, Nevada payable in September of each year and
payments of $199 to the Lander County Recorder to hold the claims each year in
September. We have no further work commitments on the BET 1-23 claims.
Geology
The geology of the northwestern portion of the Shoshone Range is very complex.
The BET Claims area is comprised of a complexly thrust faulted stack of
siliceous and lesser carbonate rocks that were subsequently juxtaposed into
complex contact relationships by several prominent sets of high-angle faults.
Thrust faulting occurred during the Antler and Sonoman Orogenies and resulted in
low-angle zones of intense shearing and fracturing developed within the
pre-Tertiary siliceous rocks. Caldera development and subsidence overprints
pre-Oligocene structures and was the focus of more recent high and low-angle
faulting of Tertiary age. High-angle faulting is intense in the district and is
comprised of several distinct sets, including those trending; 1) N10E to N10W,
2) N60-75W, 3) N20-30W, 4) East-West, 5) N60E and 6) N30E. The faults trending
N60-75W seem to be the most favorable focus of gold-bearing quartz and sulfide
mineralization.
Most of the northern part of the range is made up of chert and siliceous clastic
rocks that comprise the upper plate of the Roberts Mountains allochthon. This
sequence of rocks was emplaced along the major, regional Roberts Mountain Thrust
zone during the Devonian-Mississippian Antler Orogeny. Lower plate carbonate
rocks located below the thrust zone are not exposed in the district. A large
portion of the Whisky Canyon Property is underlain by a thick upper plate
sequence consisting of quartzite, chert, argillite and greenstone of the
Ordovician Valmy Formation. In Rocky Canyon, a thick section consisting to
interbedded calcareous siltstone and fine-grained sandstone, believed to be
upper plate Silurian Elder Formation, is tectonically inter-leaved with the
Valmy Formation. The Pennsylvanian-Permian Antler Sequence consisting of Battle
Formation and Antler Peak Limestone, was deposited directly on upper plate Valmy
rocks and is exposed in Whisky Canyon. Antler Sequence rocks are an important
host for gold mineralization in the Battle Mountain district at the Fortitude,
Tomboy and Minnie deposits and the Lone Tree and Marigold deposits.
15
During the Permian-Triassic Sonoma Orogeny, the Havallah Sequence rocks were
tectonically emplaced along the Golconda Thrust above the Roberts Mountains
Allochton and Antler Sequence rocks. The Havallah Sequence consists of
fine-to-medium-grained, locally calcareous, siliceous clastic rocks.These rocks
are well exposed at the head of Whisky Canyon. A sequence of debris flows and
limestone-rich conglomerate with silty, sandy, and shaly matrix, believed to be
the Triassic Panther Canyon Formation, was deposited on pre-Triassic rocks and
is also exposed at the head of Whisky Canyon.
The pre-Tertiary sedimentary rocks are intruded and overlain by an Oligocene-age
sequence of volcanic flows, tuffs, tuff breccias, intrusive breccia pipes, dikes
and irregular intrusive masses ranging in composition from rhyolite to latite. A
quartz monzonite porphyry intrudes the slightly older volcanic sequence and
sedimentary rocks along the east margin of the property. The Tertiary magmatic
event is believed to have resulted from a large caldera that occupies the
northwest flank of the range. Within this topographic zone, several large areas
of volcanic rocks, abundant dikes, small intrusions and three breccia pipes are
preserved.
Alteration
Hydrothermal alteration features of varying types and intensities are widespread
throughout the Whisky Canyon area. The alteration types include: 1)
silicification, 2) quartz veining and stockwork zones, 3) sulfide
mineralization, 4) sericitic and argillic clay alteration, 5) calc-silicate
mineral formation in calcareous rocks, and 6) supergene oxidation of sulfides.
The introduction of quartz as the groundmass of various types of rocks and in
more coarsely crystalline veins is the most important alteration feature
associated with hydrothermal mineralization. Fine-grained quartz replaced
sedimentary rocks along fracture and shear zones. The intensity of
silicification is variable and ranges from complete jasperoidal replacement to
silicification mixed with sericitic and argillic clays and quartz veinlets. The
silicified zones commonly contain sulfide minerals including pyrite, pyrrhotite,
arsenopyrite and the copper-bearing minerals chalcopyrite and tetrahedrite. In
surface outcrops the sulfide minerals are commonly altered to iron oxide
minerals. Calcite, quartz and barite gangue minerals occur with the quartz.
The quartz veins and stockwork veinlet zones contain individual sulfide-rich
veins ranging in width from less than 1 mm to several tens of meters. The quartz
is fine-grained, gray and glassy, and contains ubiquitous sulfide-sulfosalt
minerals. Pyrite, pyrrhotite, and arsenopyrite are most abundant within the
mineralized veined zones. Base metal sulfide and sulfosalt minerals are less
common and include: chalcopyritre, sphalerite, galena. The vein mineralization
is discussed in more detail below in the section of mineralization.
Sericitic and argillic clay alteration commonly occur with both groundmass and
vein-type hydrothermal silicification. The siliceous clastic host rocks are
commonly bleached and variably altered to secondary clays. Sericitic alteration
is most common closest to the most intense zones of silicification and because
it contains introduced quartz and pyrite, it is very similar to the phyllic
alteration zones related to porphyry-style mineralization. Argillic clays are
intermixed with silica in less strongly altered areas and are commonly crosscut
by quartz microveinlets and contain both disseminated and massive concentrations
of secondary iron oxide minerals.
Calc-siliciate minerals are well developed in the calcareous clastic rocks
exposed in Rocky Canyon and to a lesser degree in Whisky Canyon to the north.
Most of the exposed rocks are calc-silicate hornfels that consist of
recrystallized host rocks containing quartz, diopside, epidote and fine-grained
actinolite (+tremolite) in fractures and in veins in association with calcite
and quartz.
Mineralization
Two main types of mineralization are present on the BET Claims 1 - 23: 1) a
silver-base metal type, and 2) a gold-silver-arsenic type with minor base
metals. The two types show an apparent regional zonation. Type 1 is most common
and strongest or best developed from the BET Claims. The type 2 is prominent at
the BET Claims and southward into Rocky Canyon.
The silver-dominant mineralization was the focus of most of the historic mining
activity and was centered at the Betty O'Neal mine and surrounding area. Silver
mineralization occurs in quartz-calcite-barite-sulfide veins ranging from less
than 1 cm to tens of meters in width. Many of the veins were hundreds to
thousands of feet long and were worked down-dip for many hundreds of feet.
Well-defined, prominent, structurally-controlled veins eventually exhibit a
transition along strike and down-dip into thin, poorly-defined veins that
commonly grade into quartz-calcite stringer or stockwork zones before
disappearing altogether. Most veins exhibit a crude banding, with calcite and
barite in contact with the wallrocks and milky white massive to colorless
crystallized quartz in the center of the veins. The internal quartz zone
commonly is brecciated and contains open spaces lined with crystallized quartz
and sulfide minerals. Almost all of the sulfide minerals are restricted to the
quartz portion of the veins. The sulfide mineralogy includes: pyrite,
tetrahedrite (freibergite), galena, sphalerite, chalcopyrite, stephanite and
stibnite.
16
Gold mineralization occurs in veins, fault breccia zones, and low-angle shear
zones and is most abundant at the head of Whisky Canyon formerly optioned by the
Company. Similar mineralization is also exposed south of Whisky Canyon in the
Rocky Canyon drainage and in the Lucky Rocks area. Most of the early exploration
for gold and production from high grade ore took place between the late 1880's
and 1920's. The Celestine O'Neal mine at the head of Whisky Canyon was the site
of intermittent mining through about 1923.
The gold mineralized zones occur as steeply-dipping high-angle veins and fault
breccias and as low angle-shear-breccia zones. Most mineralized veins and
high-angle breccias zones are relatively narrow (less than 1 to about 20 feet in
width), while the low-angle shear-breccia zones are typically 2 to 50 feet
thick. The vein and steeply-dipping fault breccia mineralization consists of
varying mixtures of quartz and calcite gangue containing abundant sulfide
minerals. The sulfide minerals include pyrite, arsenopyrite, chalcopyrite,
sphalerite and tetrahedite. Secondary copper minerals occur in oxidized zones
with iron oxide minerals and scorodite. Low angle zones contain mineralization
that is generally less distinctive and contains abundant clay minerals. Most of
the shear zone mineralization is more intensely oxidized relative to the vein
mineralization. The silver content of the veins is variable. Values up to
several ounces silver per ton are common.
Geochemistry
Amounts of gold (greater than 1 gram per ton) occur in both rock and soil
samples east of the drilled area in Whisky Canyon. The anomaly extends east for
at least 2500 feet from the drilled zone. The size of the anomaly is poorly
defined because of limited rock and soil sampling completed in this area to
date. The eastward extension significantly increases the size of the known area
of anomalous gold mineralization.
Present and Future Exploration Activities
Other than a site visit in fiscal 2005, the Company has performed no exploration
work on the BET Claims. The Company does not currently have any exploration work
planned on the BET claims for fiscal 2005. The Company intends to explore joint
venture opportunities for these claims.
B. MacKenzie Project
On May 4th, 2005, the Company announced that it had entered into an agreement to
acquire a 100% interest in the MacKenzie Project located in central British
Columbia, from certain individuals named the VRBDD Syndicate. The VRBDD
Syndicate is a group of individuals, resident in British Columbia who legally
and beneficially own a 100% interest in 109 mining claims referred to as the
MacKenzie Project. The MacKenzie Project is located 150 kilometers north of the
city of Prince George.
The terms of the acquisition requires Wealth to pay to the VRBDD Syndicate
CDN$80,000 and 100,000 common shares upon signing of the agreement. On the first
anniversary (May 2, 2006) of signing the agreement Wealth will pay a further
CDN$25,000 and 200,000 common shares. On the second anniversary (May 2, 2007) of
signing the agreement Wealth will pay a further $25,000 and 250,000 common
shares. On the third anniversary (May 2, 2008) of signing the agreement Wealth
will pay a further $25,000 and 250,000 common shares.
The VRBDD Syndicate will retain a 2% net smelter royalty on any production and
an advance royalty of $25,000 per year every year after year three of the
agreement is to be made by Wealth to the VRBDD Syndicate.
Wealth may purchase one half of the net smelter royalty at any time for a
payment of $1,000,000.
The Agreement is referenced herein as Exhibit 4.4.
17
The Company has paid CDN$80,000 and 100,000 common shares on May 2nd, 2005 under
the terms of this Agreement.
Location
The Mackenzie Project is located in east-central British Columbia, approximately
150 km north of the city of Prince George. It is a linear belt measuring roughly
130 km (northwest-southeast) by approximately 18 km wide (the core of this area
has been staked and consists of a block of 109 claims (44,149.494 hectares). The
region forms the western slope of the Rocky Mountains and while the western edge
of the project area is readily accessible via the Mackenzie Highway, the bulk of
the area is presently accessible only by helicopter.
The project is underlain by Upper Proterozoic sedimentary rocks of the
Misinchinka Group and lies immediately east of the Rocky Mountain Trench. As
such, it falls within the "transition zone" between areas with potential for
traditional "hard rock" metallic mineralization and the oil and gas producing
areas of the West Canada Basin. For this reason, it seems to have been neglected
by both hard rock prospectors and petroleum explorers.
The area was chosen for preliminary gold prospecting because of the presence of
exhalite type iron formation, the lack of any government regional geochemical
sampling coverage, the documented occurrence of old gold placers and the poorly
known nature of the dominant host rocks, the Misinchinka Group.
Exploration Summary
The Mackenzie Project is a newly discovered zone of gold geochemical anomalies
which appear to be conformable with one or more sedimentary horizons and/or
associated thrust faults in a sequence of Late Proterozoic rocks. Based on the
geologic setting, the host rocks involved, the structural environment and lack
of associated base metals or intrusive rocks, the source gold mineralization is
thought to be related to sediment hosted vein deposits (e.g. Muruntau - 80 M
oz., Uzbekistan; Sukhoy Log - 20 M oz., Russia; Bendigo-Balarat - 20 M oz.,
Australia; and, Macrae's Flat - 5 M oz., New Zealand).
Mineralization
Regional geochemical sampling has detected anomalous gold values in stream
sediments over a strike length of approximately 70 km (northwest-southeast) in a
series of comformable (to regional strike) and en echelon bands up to 7 km wide.
Approximately 350 silt samples were collected and of these roughly 8% are
anomalous (40 ppb to 1250 ppb). Preliminary heavy mineral fraction analysis
suggests that the bulk of the gold is fine although locally some coarse gold was
noted.
The presence of abundant quartz float as well as areas of local carbonate
alteration in a setting strongly suggestive of a sediment hosted vein or slate
belt gold deposit environment confirms the Mackenzie Project as a prime, new,
unexplored gold belt.
Exploration Plans
The Company has not made any definitive decisions with respect to the nature of
the exploration program on the MacKenzie property to date. There are no work
commitments required under the terms of the Agreement; however, Wealth is
responsible for all payments and assessment work required to keep the property
in good standing. In addition, there is a defined area of interest from which
any minerals acquired by either Wealth or the VRBDD Syndicate or any of their
respective affiliates or associates within such area will be contributed at cost
and will form part of the property. Wealth is exploring joint venture
opportunities with other exploration companies for the MacKenzie Project.
Properties in which the Company no longer has an interest
A. Amata Project
In June 2004 the Company entered into an option assignment agreement (the
"Option Agreement") with Minera Koripampa del Peru S.A. ("Koripampa") whereby
the Company obtained the right to acquire a 100% interest in certain mineral
rights approximating 10,300 hectares and situated in the Department of Moquegua,
Coalaque District, Peru (the "Amata Property") originally granted to Koripampa
by Rio Tinto Mining and Exploration Limited ("Rio Tinto") pursuant to a Letter
of Understanding ("LOU") between Koripampa and Rio Tinto. Pursuant to the Option
Agreement, the Company assumed all of the rights and obligations under the LOU.
In order to exercise its option to acquire the Amata Property, the Company was
required to complete work expenditures and submit payments to Rio Tinto in
accordance with the following tables:
18
------------------------------------------------------- ------------------------
Period Work Expenditure US$
------------------------------------------------------- ------------------------
Year to first anniversary of the LOU (June 2005) $200,000
------------------------------------------------------- ------------------------
Year to second anniversary of the LOU (June 2006) $500,000
------------------------------------------------------- ------------------------
TOTAL $700,000
------------------------------------------------------- ------------------------
------------------------------------------------------- ------------------------
Due Date Payment US$
------------------------------------------------------- ------------------------
On signing the LOU $100,000(paid)
------------------------------------------------------- ------------------------
1 June, 2005 $150,000
------------------------------------------------------- ------------------------
1 June 2006 $750,000
------------------------------------------------------- ------------------------
1 June 2007 $1,000,000
------------------------------------------------------- ------------------------
1 June 2008 $2,00,000
------------------------------------------------------- ------------------------
TOTAL $4,000,000
------------------------------------------------------- ------------------------
Pursuant to the Option Agreement and in consideration thereof, The Company paid
$100,000 (USD) and issued 200,000 common shares of the Company to Koripampa. The
Company did not comply with the annual work expenditure programs in the first
year of the contract. The Option Agreement will automatically terminate and the
Company will have not further right or obligation to the property as of June,
2005. On May 20, 2005 the Company announced it would not be proceeding with this
property as further investigation did not merit any expenditures with respect to
exploration on the property. The Company is concentrating on better
opportunities for exploration and has decided to focus its resources on the
MacKenzie Property.
B. Minera San Jorge S.A.
On December 15, 2004, Wealth entered into a letter of intent with Minera San
Jorge S.A. de C.V. ("MSJ"), a Mexican Corporation, for an exclusive due
diligence period and right of first refusal to acquire a 60% interest in two
exploration projects in Mexico and Colombia. The original agreement called for
completion of the final option agreement by January 31, 2005, pending successful
due diligence and regulatory approval.
Under the letter of intent, the Company advanced US$150,000 as a refundable
acquisition fee to MSJ. The advance is secured by a promissory note from MSJ and
marketable securities comprised of 250,000 shares of Tumi Resources Ltd.
("Tumi"), a TSX Venture Exchange listed company. As at November 30, 2004 shares
of Tumi closed at $0.99, representing a value of $247,500. On February 28, 2005,
Wealth announced that it had elected not to pursue a property position through
MSJ in Colombia. On May 20th, 2005, the Company announced it would not be
proceeding with the Mexican property and requested the return of the funds held
in escrow. Further investigation of the property did not merit any exploration
expenditures being made on the property at this time. The Company is
concentrating on better opportunities for exploration and has decided to focus
its resources on the MacKenzie Property
C. Brett Property
On February 28, 2005, Wealth announced the signing of a letter agreement with
Brett Resources Inc. ("Brett") for the right to acquire a 60% interest in a 47
square kilometer exploration license in eastern El Salvador, covering the
surface exposure of a potential low sulfidation epithermal gold-silver vein
system. On May 20, 2005, the Company announced that it would not be proceeding
with the Brett Property. Further investigation of the property did not merit any
exploration at the present time. The Company is concentrating on better
opportunities for exploration and has decided to focus its resources on the
MacKenzie Property.
19
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
--------------------------------------------------------------
5.A RESULTS OF OPERATIONS
The discussion and analysis in this section compares the operating results of
the year ended November 30, 2004 to the year ended November 30, 2003, and the
year ended November 30, 2002 to the year ended November 30, 2001, and should be
read in conjunction with the Consolidated Financial Statements and the related
Notes thereto provided at Item 17, Financial Statements. At the present time the
Company's expenditures consist of general and administrative costs, and
exploration expenditures. The Company presently has no production from its
interest in exploration concessions and has no significant revenue items.
We are involved in mineral exploration activities in Nevada, USA, and central
British Columbia, Canada. To date, we have no revenue from operations.
Expenditures related to mineral exploration and corporate overhead generated
items are expensed. Exploration and overhead expenditures fluctuate depending on
the exploration stage of our various projects and on the amount of available
working capital. We are not restricted in our ability to transfer funds to our
subsidiaries.
The Corporation did not engage, does not currently engage, nor does it expect to
engage, in any hedging transactions to protect against fluctuations between
Canadian and U.S. currencies. The Corporation's expenses are denominated in both
Canadian and U.S. currencies.
The following discussion of the operating results and financial position should
be read in conjunction with the consolidated financial statements (and related
notes).
Year Ended November 30, 2004
During the year ended November 30, 2004 the Company incurred a loss of
$1,630,322 compared to a loss of $263,199 in the prior year. The loss in 2004
increased by $1,367,123 and was primarily comprised of the following:
Stock-based compensation ($549,360), exploration costs (increase of $476,479)
and consulting fees (increase of $155,316). These items account for $1,181,155
(86%) of the increase. During 2003 and 2002, the Company was relatively inactive
with regard to its mineral property holdings, and did not record stock-based
compensation on the granting of stock options. In 2004, the Company moved to its
current address at #1901 - 1177 West Hastings St., Vancouver, B.C., completed
four private placements and entered into new property agreements. As a
consequence, general administrative expense categories also increased. Listing
and transfer agent fees increased fourfold to $81,156 from $20,730 primarily due
to costs associated with the private placements. Professional fees and travel
both almost doubled to $86,837 and $44,237 respectively, from $52,900 and
$24,702.
Total consulting fees of $238,116 include $156,500 from related parties (see
"Transactions with Related Parties" below). Other consulting fees and salaries
were $81,616 (2003 - $22,800). Remuneration to related parties was comprised of
$125,000 to the former President, $22,500 to the President, and $4,000 to the
CFO. Included in the $125,000 to the former President is a $60,000 severance fee
for stepping down upon the appointment of a new President. All payments made to
Rosalie Moore were made under the terms of her contracts attached hereto as
Exhibit 4.6. All payments for services were made to Gary Freeman under his
contract attached hereto as Exhibit 4.6 . The lump sum payment paid to Mr.
Freeman when he stepped down as President was made pursuant to a Board
Resolution passed September 27, 2004.
Travel expenses were incurred primarily by directors in respect of completing
private placement financings, for general corporate purposes, for attendance at
two trade shows, and for property investigations.
The Company incurred acquisition and exploration costs of $504,262, comprised of
$484,847 on the Amata Project in Peru, and $19,415 on the Nevada, USA claims as
follows:
20
Amata Betty O'Neal BET 1-23
Project, claims, claims,
Peru Nevada Nevada Total
----------- ----------- ----------- -----------
Acquisition costs $ 381,970 -- -- $ 381,970
Taxes and fees 44,636 -- -- 44,636
Claim and filing fees -- 11,719 4,033 15,752
Geological consulting 23,278 -- -- 23,278
Insurance -- 3,663 -- 3,663
Surveying 21,756 -- -- 21,756
Travel 13,207 -- -- 13,207
----------- ----------- ----------- -----------
Total $ 484,847 15,382 4,033 $ 504,262
=========== =========== =========== ===========
The Amata project acquisition costs are comprised of a cash payment of
US$100,000 and the issuance of 200,000 common shares at a fair value of $1.22
per share. The other costs were incurred as a result of examining and evaluating
the property. (Refer to "Investments" above).
The Company recognizes an expense for stock options granted, and a share
issuance cost in respect of agents' warrants issued in connection with private
placements, as determined by the Black-Scholes pricing model. In 2004, options
were granted but no agents' warrants were issued. As a result of the options
granted, $549,360 was recorded as a credit to contributed surplus. As a result
of the exercise of stock options during the year, $16,800 was debited to
contributed surplus and credited to the value of the options exercised.
Net loss for the year ended November 30, 2004 under US GAAP was $1,630,322 (2003
- $270,999 2002 - $388,185). The comparison of loss per Canadian GAAP was
calculated as follows:
2004 2003 2002
Loss for the year per
Canadian GAAP $1,630,322 $ 263,199 $ 315,085
Compensation expense on
Granting Stock Options(1) $ 549,360 $ 350,111 --
Acquisition of Mineral
Properties(2) $ 476,439 -- $
Write off of mineral
Properties under CDN
GAAP -- -- $
Loss for the year
Under US GAAP $1,630,322 $ 270,999 $ 388,185
========== ========== ==========
(1) Statement of Financial Accounting Standards No 123 ("SFAS No. 123"),
entitled "Accounting for Stock Based Compensation", published by the U.S.
Financial Accounting Standards Board, requires a company to establish fair
market value based methods of accounting for stock based compensation
plans. Canadian generally accepted accounting principles do not require
the reporting of any stock based compensation expense in the Company's
financial statements.
For compliance with United States generally accepted accounting
principles, the company uses the Black Scholes Option Pricing model to
determine the fair market of all incentive stock options at the grant
date.
21
(2) Under Canadian generally accepted accounting principles, the costs of
acquiring and exploring mineral properties are capitalized prior to
commercial feasibility and written down if the properties are abandoned,
sold or if management decides not to pursue the properties. Under United
States generally accepted accounting principles, exploration and
prospecting costs are charged to expense as incurred, as are development
costs for projects not yet determined by management to be commercially
feasible.
In fiscal 2004, total assets of the Corporation increased to $3,035,983 from
$117,052 as at November 30, 2003. During the 2004 fiscal year, the Company
received $3,549,500 from private placements, $222,887 from the exercise of
warrants and $10,000 from exercise of stock options subsequent to year end.
In 2004, the Corporation expended a total of $2,875 on claim maintenance on the
Bet properties in Nevada as compared to $27,783 on exploration programs in 2003.
Year Ended November 30, 2003
Net loss for the year ended November 30, 2003 under US GAAP was $270,999 (2002 -
$388,185 2001 - $265,899).
Total assets of the Corporation decreased from $185,094 as at November 30, 2002
to $117,052 as at November 30, 2003. During the year, the Corporation received
$107,500 from a private placement, $33,750 from the exercise of warrants and
$44,250 from exercise of stock options.
In 2003, the Corporation expended a total of $27,783 on exploration programs on
the Whisky Canyon, and Bet properties in Nevada as compared to $57,664 in 2002.
Year Ended November 30, 2002
Net loss for the year ended November 30, 2002 under Canadian GAAP was $315,085
as compared to $679,437 for the year ended November 30, 2001. The decrease in
losses is mainly due to the decreased cost in the acquisition of mineral
properties and decreased exploration costs.
The net loss for the twelve months ended November 30, 2002 was $315,085 or $0.06
per share in comparison with $679,427 or $0.24 per share for the same period
ending November 30, 2001. The increase in loss is due to the write off of
exploration costs of the Standard Creek property and the write off of mineral
properties. Fully diluted income (loss) per share for the year ended November
30, 2002 was ($0.06) compared to ($0.24) for the previous year ending November
30, 2001.
During the year ended November 30, 2002, the Corporation used $256,596 of its
cash resources for operating activities and $57,664 in its investing activities.
Included in the investing activities was $0 for mineral properties $57,664 for
exploration costs, and $0 in costs incurred in investigating potential
investments. These activities were funded by the initial cash balance on hand at
the beginning of the year plus funds raised during the year. During the fiscal
year, the Corporation received $330,500 from private placements $180,250 from
the exercise of warrants and $12,750 from the exercise of incentive stock
options. As a result, the Corporation had a negative cash flow of $315,085 and a
cash balance of $126,202 as at November 30, 2002.
Options to Purchase Securities from Registrant or Subsidiaries
As at February 27, 2002 we cancelled all previously outstanding stock options
and issued rights to purchase or acquire an aggregate of 505,000 Common Shares
pursuant to stock options and other outstanding rights to purchase securities,
including the warrants listed in Item 6.B "Director and Employee Stock Options".
The closing market price of the Common Shares on November 30, 2003 on the TSX
Venture Exchange was $0.17. In February, 2004, the Company re-priced all
existing stock options to $0.25 per share. In February, 2004, the Company issued
120,000 stock options exercisable at $0.25 per share to directors, officers and
a consultant of the Company. In September, 2004, the Company issued 900,000
stock options exercisable at $0.70 per share to directors, officers and a
consultant of the Company. In May, 2005, the Company announced that it will
issue 560,000 incentive stock options at $0.70 per share. These options have not
yet been assigned.
22
5.B LIQUIDITY AND CAPITAL RESOURCES
Our primary source of funds since incorporation has been from the sale of our
Common Shares through private placements and the exercise of incentive stock
options and share purchase warrants. We have no revenue from mining to date and
do not anticipate mining revenues in the foreseeable future. We believe that we
have adequate working capital to proceed with the Company's planned exploration
programs.
We have no loan agreements or other current financing plans to raise additional
capital. However, the Board of Directors may seek to increase the exploration
budget through private placements if we receive positive geological results
warranting future exploration.
The Corporation does not know of any trends, demands, commitments, events or
uncertainties that will result in, or that are reasonably likely to result in,
the Corporation's liquidity either materially increasing or decreasing at
present or in the foreseeable future. Material increases or decreases in the
Corporation's liquidity are substantially determined by the success or failure
of the Corporation's exploration programs or the future acquisition of projects.
In fiscal 2004, the Company raised a total of $3,549,400 through the issuance of
a total of 7,666,250 of its common shares by way of private placements as
detailed below.
In February 2004, the Company completed a private placement consisting of
850,000 units at a price of $0.24 per unit, for total proceeds of $204,000. Each
unit consists of one common share and one-half share purchase warrant, where one
full warrant entitles the holder to purchase an additional common share at a
price of $0.35 per share until August 26, 2005. No finder's fee was issued. To
date, 425,000 warrants remain unexercised.
In March 2004, the Company completed a private placement consisting of 2,500,000
units at a price of $0.27 per unit, for total proceeds of $675,000. Each unit
consisted of one common share and one-half share purchase warrant, where one
full warrant entitles the holder to purchase an additional common share at a
price of $0.35 per share until March 15, 2006. No finder's fee was issued.
During the year, 150,000 warrants were exercised. If the common shares trade
above $1.00 per share on the TSX Venture Exchange for a period of 10 consecutive
trading days prior to the expiry of the warrants and after the initial four
month hold period has expired, the Company has the right to force the exercise
of the warrants. To date 1,306,250 warrants remain unexercised. G.F. Consulting
Corp., a private corporation owned by Gary Freeman purchased 300,000 units under
this private placement.
In May 2004, the Company completed a private placement consisting of 3,010,000
units at a price of $0.54 per unit, for total proceeds of $1,625,400. Each unit
consists of one common share and one-half share purchase warrant, where one full
warrant entitles the holder to purchase an additional common share at a price of
$0.80 per share until May 14, 2006. No finder's fee was issued. During the year,
no warrants were exercised. If the common shares trade above $1.50 per share on
the TSX Venture Exchange for a period of 10 consecutive trading days prior to
the expiry of the warrants and after the initial four month hold period has
expired, the Company has the right to force the exercise of the warrants. To
date 1,505,000 warrants remain unexercised. Amergold Investments, a private
corporation owned by Gary Freeman, purchased 200,000 units under this private
placement. Gil Atzmon, a former director of the Company, purchased 15,000 units
under this private placement.
In September, 2004, the Company completed a private placement consisting of
1,306,250 units at a price of $0.80 per unit, for total proceeds of $1,045,000.
Each unit consists of one common share and one share purchase warrant entitling
the holder to purchase an additional common share at a price of $1.00 per share
until March 7, 2006. Finders fees of $40,200 were paid as follows $3,200 to
Windsor Capital, a British Columbia Corporation, the principals of which are at
arms length to the Company and who introduced individual investors to the
Company; $6,000 to Haywood Securities, a British Columbia Corporation the
principals of which are at arms length to the Company and who introduced
individual investors to the Company; $9,600 to National Media, a U.S.
Corporation the principals of which are at arms length to the Company and who
introduced individual investors to the Company; and, $24,000 to Tom Wikstrom, an
individual who is at arms length to the Company who introduced individual
investors to the Company. During the year, no warrants were exercised. To date,
1,306,350 warrants remain unexercised.
In November 2003, the Company completed a private placement consisting of
225,000 units at a price of $0.30 per unit, for total proceeds of $67,500. Each
unit consisted of one common share and one share purchase warrant entitling the
holder to purchase an additional common share at a price of $0.42 per share
until November 14, 2005. No finder's fee was issued. G.F. Consulting Corp., a
company owned by Gary Freeman purchased 100,000 units under this private
placement. Mr. Freeman exercised 100,000 of these warrants on May 26, 2005. The
balance of these warrants expire in November, 2005. Jerry Pogue, a director of
the Company, purchased 100,000 units under this private placement.
23
During the year ended November 30, 2004, we used $1,355,000 of our cash
resources for operating activities and $504,262 in investing activities. These
activities were funded by initial cash balance on hand at the beginning of the
year and funds raised during the year. During the fiscal year, we received
$3,549,400 from private placements. In February, 2004, the Company issued
850,000 units at $0.24 for proceeds of $240,000 warrants to purchase an
additional 425,000 shares at $0.35were issued on the private placement, these
warrants expire August 26, 2005. In March of 2004, the Company issued 2,500,000
units at $0.27 for proceeds of $675,000. Warrants to purchase 1,250,000 common
shares at $0.35 were issued on this private placement. These warrant expire in
March, 2006. In May of 2004 the Company issued 3,010,000 units at $0.54 for
proceeds of $1,625,400. Warrants to purchase 1,625,000 shares at $0.80 were
issued on this private placement. These warrants expire in May, 2006. In
September 2004, the Company issued 1,306,250 units at $0.80 for proceeds of
$1,045,000. Warrants to purchase 1,045,000 shares at $1.00 were issued on this
private placement. These warrants expire in March, 2006. The Company received
$123,900 from the exercise of warrants and $44,687 from the exercise of options.
Subsequent to year end, the Company received $10,000 from the exercise of
options and $42,000 from the exercise of warrants. Subsequent to year end, in
May 2005, the Company announced it would be issuing 1,000,0000 common shares at
$0.56 by way of private placement. Warrants to purchase an additional 500,000
common shares at $0.70 are attached to this private placement. These warrants
expire in May 2007.
During the year ended November 30 2003, we used $136,418 of our cash resources
for operating activities and $27,783 in investing activities. These activities
were funded by initial cash balances on hand at the beginning of the year and
funds raised during the year. During the fiscal year we received $107,500 from a
private placement, in which 225,000 common shares were issued at $0.30 per share
with warrants to purchase a further 225,000 shares at $0.42 which expire in
November of 2005. $33,750 was received from the exercise of warrants and $44,250
from the exercise of options.
During the fiscal year 2002, the Corporation received $330,500 from private
placements $180,250 from the exercise of warrants and $12,750 from the exercise
of incentive stock options. The private placements consisted of the issuance of
212,000 common shares at $0.92 per share and 212,000 common share purchase
warrants exercisable a $1.20 which warrants expired in June of 2004. A further
issuance by way of private placement consisted of the issuance of 62,500 common
shares at $0.48 and 62,500 common share purchase warrants exercisable at $0.60
which warrants expired in November 2004.
5.C RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not Applicable.
5.D TREND INFORMAITON
Not Applicable.
5.E OFF BALANCE SHEET ARRANGEMENTS
Not Applicable
5.F TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Payments Due by Period
Less than 1 - 3 3 - 5 More Than
one Year Years Years 5 yrs
Contractual Obligations $300,975 $25,000 $25,000 $25,000
See Note 2
Capital (Finance) Lease Obligations N/A N/A N/A N/A
Purchase Obligation See Note 1 See Note 1 N/A
Other Long Term Liabilities Reflected
In the Company's Balance Sheet under
GAAP of the primary financial statements N/A N/A N/A N/A
24
Note 1. In July 2004 the Company paid 200,000 common shares at a deemed price of
$1.22 (CDN) per share to the principal of Minera Koripampa del Peru in
consideration of the Company's option assignment agreement for the Amata Project
in Peru. The Company is also obliged to make certain future payments which
payments are detailed in Item 4.D (E) "MacKenzie Project". On May 20, 2005, the
Company announced that it would not be proceeding with the Amata Project, the
Brett Property or the Mexican Property under the MSJ agreement.
Note 2. The Company paid $80,000 and 100,000 common shares at a deemed price of
$0.60 per share to the VRBDD Syndicate upon entering into an Agreement for the
MacKenzie Project on May 4, 2005. The Company paid a deposit of $125,000 (USD)
($160,975 CDN) to Corporate Development Associates of Helena Montana for
investor relations services on September 24, 2004.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following table sets forth the names and addresses of each of our directors
and officers, their principal occupations and their respective date of
commencement of their term. All directors and officers hold office until the
next annual general meeting of our shareholders or until successor can be
appointed.
------------------------------------- ------------------------------------- ------------------------ ---------------
Number of
Common Shares of
the Corporation
beneficially owned Percentage of
Name, or directly/ Issued Share
Municipality of Residence Principal Occupation during the indirectly Capital (3)
and Position with Corporation Past Five Years controlled (2) (3)
------------------------------------- ------------------------------------- ------------------------ ---------------
GARY FREEMAN (1) President and Director of Wealth 297,657 direct 8.6%
Vancouver, British Columbia Minerals Ltd. from March, 2000 to 613,257 indirect
Canada September, 2004. Mr. Freeman has
Vice President and Director been in the investment community
Sept . 2004 to present for over 18 years and has been
President and Director from March responsible for the financing of
1999 to Sept. 2004 many public companies, such as
Acting President and CEO from March Lion Lake Resources, Palmer
2005, to Present. Resources and Indico
Technologies. He has worked in the
development and the structuring of
projects from early stages. Mr. Freeman
began working with Wealth Minerals Ltd. in
1996 and had worked as project
co-coordinator on a contract basis. Mr.
Freeman dedicates 100% of his time to the
Company in the areas of business
development, funding, property
acquisition, personnel, and investor
relations.
------------------------------------- ------------------------------------- ------------------------ ---------------
JERRY G. POGUE (1) Past President of Wealth Minerals 361,405 3.3%
Vancouver, British Columbia Ltd. Mr. Pogue is a self-employed
Canada business consultant and has been a
President and CEO from 1996 to financier since 1994. Mr. Pogue
March 1999, Director from March was previously the President, CEO,
1999 to present Chairman and a Director of Palmer
Resources Ltd. from May, 1996 to
February, 1999; Prior to 1994 was a
Registered Representative with
National Securities Corp., Seattle,
WA, USA from 1981 to 1993 Mr.
Pogue dedicates approximately 25%
of his time to the Company in
business development, finance,
property acquisition and personnel.
------------------------------------- ------------------------------------- ------------------------ ---------------
25
------------------------------------- ------------------------------------- ------------------------ ---------------
GIL ATZMON, (1) (4) Director and Corporate Secretary of 15,000 0.001%
San Antonio, Texas the Company since February, 2003.
February 2004 to January 2005 Mr. Atzmon is presently an
independent Corporate Finance
Consultant. In the past, Mr.
Atzmon has served as the VP of
Corporate Development for two
publicly listed companies, Ivanhoe
Mines and Dayton Mining, both
located in Vancouver, BC. Mr.
Atzmon has worked in the investment
community as a mining equity
portfolio manager and in
institutional sales. Mr. Atzmon
holds a Masters in Energy and
Mineral Resources from the
University of Texas at Austin and a
Bachelors in Geology and Geography
from Columbia
University.
------------------------------------- ------------------------------------- ------------------------ ---------------
MICHAEL BARTLETT(1) President and Owner of Leisure Nil N/A
Florida, USA Capital & Management Inc., a
Director 1996 to present company which specializes in the
pre-development, start-ups in innovative
strategic, conceptual, economic and
financial solutions from 1989 to present;
from 1998 director, chairman and President
of Indico Technologies Corporation, a
public company trading on the TSX Venture
Exchange; from 1996 to present, President
& CEO of Creative Entertainment &
Technologies, Inc., a public company
trading on the TSX Venture Exchange; from
January 1995 to 1996 President and CEO of
National Maritime Authority. Mr. Bartlett
dedicates approximately 10% of his time to
the Company in the areas of business
development.
------------------------------------- ------------------------------------- ------------------------ ---------------
JON LEVER (1) Mr. Lever has been a Certified 50,833 .004%
Vancouver, B.C., Management Accountant since October
Chief Financial Officer 1991. President, Lever Capital
Sept 2004 to Present Corporation since September 1995, a
private company providing financial
and operations management, and
regulatory and internal financial
reporting for public companies. CFO
of Lalo Ventures Limited since
February 20, 2004, and CFO of
Tournigan Gold Corporation since
April 1, 2004. Both companies are
involved in mineral exploration and
are listed on the TSX Venture
Exchange. Former director of
Finance, Digital Pioneer
Technologies Corp., a private
technology equipment manufacturer,
from April 2000 to April 2002.
Former director of Consolidated
Agarwal Resources Ltd., a public
issuer not currently trading, from
February 26, 2001 to December 31,
2003. Former director of Player
Petroleum Corporation, a public oil
and gas producer, from January 1996
to March 1999. Mr. Lever dedicates
20% of his time to the Company as
the Chief Financial Officer
------------------------------------- ------------------------------------- ------------------------ ---------------
26
------------------------------------- ------------------------------------- ------------------------ ---------------
ROSALIE MOORE(1) Rosie Moore obtained her M.S. 300,000 2.8%
Vancouver, B.C. Geology from Kent State University
President, Director(5) in Kent, Ohio. Ms. Moore has
Sept. 2004 to March, 2005 worked as a geologist for Texaco
Inc. in Louisianna, Touchstone Resources
in Nevada, Ivanhoe Capital Corporation of
Vancouver and Minera ABX Exploraciones of
Cajamarca, Peru. Ms. Moore was the
Manager, Geological and Technical Services
for Diamond Fields Resources of Vancouver.
Ms. Moore has also served as a Mining
Analyst for the Natural Resource Group at
Yorkton Securities in Vancouver and is the
past Vice President of Corporate Relations
of Pan American Silver Corp., of
Vancouver, B.C. Most recently, Ms. Moore
was the Vice President of Corporate
Development at Bear Creek Mining
Corporation in Vancouver. Ms. Moore
dedicates 100% of her time to the company
as its president and geological expert.
------------------------------------- ------------------------------------- ------------------------ ---------------
HENK VAN ALPHEN,(1) Henk Van Alphen has 23 years 450,000 4.2%
Vancouver, B.C., experience in the mining business
Director as an exploration contractor and as
September 2004 to present the former President of Pacific Rim
Mining. He is currently the President of
Cardero Resources Ltd., of Vancouver B.C.
a TSX Venture listed company. Mr. Van
Alphen dedicates approximately 25% of his
time to the Company in the areas of
business development, property acquisition
and finance.
------------------------------------- ------------------------------------- ------------------------ ---------------
KATHLEEN MARTIN Ms. Martin is an independent Nil N/A
Vancouver, B.C. corporate finance consultant, with
Corporate Secretary 20 years experience in the public
March 2005 to present markets. She is the past CEO and
founder of Voyageur Film Capital
now a CNQ listed Company called
Creation Casinos. She is a
director of Learnsoft Corporation
and TSX Venture listed company. She
is the President of St. Andrew's
Finance Ltd. a private Vancouver
based company specializing in
corporate finance and debt
re-organizations. Ms. Martin
dedicates 20% of her time to the
Company in the areas of corporate
administration, governance, and
regulatory compliance
------------------------------------- ------------------------------------- ------------------------ ---------------
(1) Each Director is a Member of the Audit Committee of the Corporation
(2) Common shares and options beneficially owned, directly or indirectly, or
over which control or direction is exercised, as at the date hereof, based
upon information furnished to the Corporation by individual directors and
officers. Unless otherwise indicated, such shares or options are held
directly. These figures do not include shares that may be acquired on the
exercise of any share purchase warrants held by the respective directors
and officers. Details of options held by the directors and officers are
set forth under "Options and Other Rights to Purchase Shares - Outstanding
Stock Options".
(3) The directors, officers and other members of management of the
Corporation, as a group beneficially own, directly or indirectly,
2,545,652 Common Shares of the Corporation, representing 24.05% of the
total issued and outstanding Common Shares of the Corporation as at May,
2005.
(4) Mr. Atzmon resigned as a director in January, 2005.
(5) Ms. Moore was appointed as a Director and President on September 27, 2004.
Ms. Moore resigned as President and Director on March 27, 2005.
Management
At the Annual General Meeting held on September 27 2004, Gary Freeman, Michael
Bartlett, Gil Atzmon , and Jerry Pogue were elected as directors of the Company.
Jon Lever was elected as the Chief Financial Officer. Subsequent to the Annual
General Meeting, Ms. Rosalie Moore was appointed as President and Director. Mr.
Freeman resigned the presidency at that time and remained at a Vice President
and active director. Mr. Henk Van Alphen was appointed as a director on the same
day. On January 31, 2005, Mr. Gil Atzmon resigned as a Director and Corporate
Secretary of the Company. On March 1, 2005, Kathleen Martin was appointed as
Corporate Secretary. On March 27, 2005, Rosalie Moore resigned as the President
and Director of the Company.
27
Gary Freeman provides his services as Vice President and Director to the Company
on a full time basis. Gary Freeman has been acting President and CEO since March
27, 2005 to present. The Company is currently assessing appropriate candidates
for the position of CEO and President. The Company has no other full or part
time employees and hires consultants on an as needed basis.
Investor Relations
We have entered into letter agreement for the provision of investor relations
services with Corporate Development Associates of Helena Montana for investor
relations services.
We have entered into an agreement with Gary Freeman to provide investor
relations. Please see 6.B "Termination of Employment, Changes in Responsibility
and Employment Contracts".
6. B COMPENSATION OF DIRECTORS AND OFFICERS
The following tables set forth all annual and long term compensation for
services in all capacities to the Corporation and its subsidiaries for each of
the past three completed fiscal years in respect of the Company's directors and
members of its administrative, supervisory or management bodies.
Summary Compensation Table
--------------------- ------------------------------------------------- ---------------------------------------------------
Annual Compensation Long Term Compensation
Awards Payouts
--------------------- ------------------------------------------------- ------------------------- -------------------------
Common Restricted
Shares Shares or All other
Other Under Restricted LTIP Compensation
Name and Principal Fiscal Salary Bonus Annual Comp Options\ Share Payout ($)
Position Year End ($) ($) ($) SARs granted Units ($) ($)
(#)
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Gary R. Freeman, Nov 30/04 $65,000(4) Nil $60,000(4) Nil Nil Nil Nil
Director
Nov 30/03 $60,000 Nil Nil 35,000(2) Nil Nil Nil
Nov 30/00 $60,000 Nil Nil 250,000
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Jerry G. Pogue, Nov 30/04 $8,720 Nil $24,000 Nil N/A N/A N/A
Director
Nov. 30/03 Nil Nil Nil 25,000(2) N/A N/A N/A
Nov. 30/02 Nil Nil Nil 90,000 N/A N/A N/A
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Michael Bartlett, Nov 30/04 Nil Nil Nil Nil N/A N/A N/A
Director
Nov 30/03 Nil Nil Nil 20,000(2) N/A N/A N/A
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Gil Atzmon, Nov 30.04 Nil Nil Nil N/A N/A N/A N/A
Director(1)
Nov 30/03 Nil Nil Nil 20,000(2) N/A N/A N/A
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
28
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Rosalie Moore Dec 04 to $36,000 Nil $108,000(3) 200,000 N/A N/A $
Director, Mar 05
President(3)
Nov 30/04 $18,000
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Henk Van Alphen, Nov 30/04 Nil Nil 200,000 N/A NA N/A
Director
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Jon Lever, CFO Nov. 30,/04 $4,000 Nil Nil 50,000 N/A N/A N/A
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Kathleen Martin, Nov. 30/04 $25,596(5) Nil Nil 20,000 N/A N/A N/A
Corporate Secretary
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
(1) Mr. Atzmon resigned as a Director in January 2005.
(2) Options were granted in February, 2004 after a reverse stock split of four
old shares for one new share January 14, 2004. Mr. Atzmon exercised his
options in February, 2005.
(3) Ms. Moore resigned as the President and Director in March, 2005. Ms. Moore
received $18,000 under her contract in fiscal 2004 for her duties as
President. Ms. Moore received $36,000 in compensation as President during
2005. Ms. Moore received a lump sum payment of $108,000 under the terms of
her contract when she resigned as President in March, 2005.
(4) In September, 2004 Mr. Freeman entered into an employment contract to
provide investor relations, finance and administration services to the
company for a payment of $5,000 per month. The amount was later revised to
$7,500 per month in October, 2004. Pursuant a Board Resolution, Mr.
Freeman received a lump sum payment of $60,000 in 2004 as severance when
he stepped aside as President of the Company in September, 2004
(5) During fiscal 2004, 628894 B.C. Ltd., a private British Columbia Company
owned by Kathleen Martin was compensated for administrative and
supervisory work in connection with the Company's regulatory filings,
audit and quarterly report preparation and filings and business affairs.
This compensation amounted to $25,596 (CDN)
No other executive officer received direct or indirect compensation from any
source for services provided to the Corporation during the most recently
completed financial year.
Outstanding Warrants from Previous Private Placements
As at May 27, 2005 a further 125,000 warrants exercisable at $0.42 remain
outstanding until November, 2005. A further 425,000 warrants exercisable at
$0.35 remain outstanding until August 26, 2005. 1,306,250 warrants exercisable
at $1.00 remain outstanding and unexercised until March, 2006. 1,100,000
warrants exercisable at $0.35 remain outstanding until March 2006 and 1,505,000
warrants exercisable at $0.80 remain outstanding until May, 2006. G.F.
Consulting Corp. a private corporation owned by Gary Freeman owns 150,000
warrants exercisable at $0.35 until March 2006. G.F. Consulting Corp. exercised
100,000 warrants at $0.42 on May 26, 2005. Amergold Investments, a private
corporation owned by Gary Freeman owns 100,000 share purchase warrants
exercisable at $0.80 until May, 2006. Gil Atzmon, a director of the Corporation
owns 7,500 share purchase warrants exercisable at $0.80 until May, 2006. Jon
Lever, an officer of the Company owns 12,500 warrants exercisable at $0.80 until
May 2006. All other remaining warrants are owned by private individuals or
corporations not related to Wealth.
Defined Benefit or Actuarial Plan Disclosure
We have no defined benefit or actuarial plans.
Termination of Employment, Changes in Responsibility and Employment Contracts
The Company currently has two employment contracts in place.
Mr. Gary Freeman entered into a contract with the Company to provide investor
relations, management and administrative services at a rate of $5,000 per month
until September 30, 2005 and he was granted 200,000 incentive stock options
under this agreement. His rate for contract services was amended to $7,500 per
month on October 2, 2004. The contract is attached hereto as Exhibit 4.5.
29
The Company entered into a contract with Rosalie Moore to undertake the duties
of President of the Company on September 17, 2004. The remuneration was at the
rate of $108,000 per annum, subject to a six month review by the Board. Ms.
Moore was entitled to 200,000 stock options (granted on September 29, 2004)
whereby 50,000 of the options would vest after six months and the balance would
vest over the ensuing six month period. At the 6 month anniversary review,
either the board or Mr. Moore could elect to terminate the contract by paying
one year's salary to Ms. Moore. On March 27, 2005, Ms. Moore resigned and a
payment of $108,000 was made to her under the terms of the contract. The
contract is attached hereto as Exhibit 4.6.
Management and Consulting Contracts
We have utilized the services of Dr. William R. Green, a former director of the
Corporation to provide geological and consulting services to the Corporation
with respect to its existing properties and in identifying other properties of
potential interest. The Company will continue to utilize Dr. Green's services as
the need arises. We compensate Dr. Green by payment to Mines Management Inc., a
company owned by Dr. Green and his associates. The compensation paid to Dr.
Green is comparable to that which would have been paid for services rendered by
unaffiliated parties.
Gary Freeman's contract with the Company is a Consulting contract for services
for investor relations, finance, management and administration.
Compensation of Directors
Gary Freeman and Rosie Moore receive compensation for their services as
officers. With the exception of $8,720 paid to Jerry Pogue, all other directors
and officers receive compensation based upon services provided to the Company
and/or stock options for their services.
Proposed Compensation
We have determined the amount of compensation to be granted to officers for the
12 months beginning December 1, 2004 as follows:
Monthly Yearly
Cdn. Cdn.
----------------------------- -------------------------- -----------------------
Gary Freeman $7,500 $90,000
Jon Lever $2,000 $24,000
Except as disclosed above, we have no standard arrangement pursuant to which
officers or directors are compensated for their services, except for the
granting from time to time of incentive stock options in accordance with
policies of the TSX Venture Exchange.
The Company paid $8,720 to Jerry Pogue for services as a director in fiscal
2004.
The Company paid $14,284 in expense reimbursement to directors in fiscal 2004.
The Company paid $25,596 to a company controlled by Kathleen Martin for
corporate finance and regulatory compliance services.
6.C BOARD PRACTICES
The Corporation does not have a formal compensation committee. However, the
Board meets on an annual basis to review management compensation.
30
The entire Board of Directors act as the Company's Audit Committee. The Company
does not currently have any other committees. The Audit Committee reviews all
financial statements prior to any acceptance of the financial statements and
filing of the statements with the Regulatory Authorities. The Company does not
have an Audit Committee Charter.
The Audit Committee performs an oversight role for the board by:
o Reviewing the appointment of the Chief Financial Officer and any
other key financial personnel.
o Reviewing, with management and the external auditor, the adequacy
and effectiveness of the company's systems of internal control and
the adequacy and timeliness of its financial reporting processes.
o Reviewing the annual audited financial statements, unaudited
quarterly financial statements, management discussion and analysis
reports and other financial reporting documents prior to filing or
distribution, including financial matters required to be reported
under applicable legal or regulatory requirements.
o Where appropriate and prior to release, reviewing and approving any
other news releases that contain significant financial information
that has not previously been released to the public.
o Reviewing the company's financial reporting and accounting standards
and principles and significant changes in such standards or
principles or in their application.
o Recommending to shareholders the external auditor selected to
examine the company's accounts and financial statements.
o Approving all audit engagement terms and fees and pre-approving all
non-audit and assurance services to be performed by the auditor.
All officers and directors will hold office for one year or until the next
Annual General meeting to be held in the Fall of 2005.
Gary Freeman is the acting CEO and President. He will hold this office until the
next Annual General Meeting or until a new President and CEO is appointed. Mr.
Freeman served as President and Director from March 1999 to October, 2004. The
Company is currently assessing candidates for the position of CEO and President.
With the exception of Mr. Freeman's contract with the Company for investor
relations, finance and administration services, the Company and its subsidiary
does not currently have any employment contracts with any of its officers and
directors.
6.D. EMPLOYEES
The Company does not have any other full time employees who are under contract.
The Company hires consultants on an as needed basis.
6.E SHARE OWNERSHIP
The following is a summary of the principal terms of the Company's Stock Option
Plan.
The Plan provides that stock options may be granted to directors, senior
officers, employees, consultants of the Company and any of its affiliate and
consultant companies. A consultant (a "Consultant") is defined under B.C.
Instrument 45-507 as an individual (or a company wholly owned by individuals)
who:
(a) is engaged to provide on a bona fide basis consulting, technical,
management or other services to the issuer or to an affiliated entity of
the issuer, other than services provided in relation to a distribution
and, in the case of senior-listed issuers only, includes consultants
conducting investor relations activities;
(b) provides the services under a written contract between the issuer or the
affiliated entity and the individual or a consultant company or consultant
partnership of the individual; and
(c) in the reasonable opinion of the issuer, spends or will spend a
significant amount of time and attention on the affairs and business of
the issuer or an affiliated entity of the issuer.
31
Under the Plan, the Company's board of directors (the "Board") may, from time to
time, designate a director or other senior officer or employee of the Company as
administrator (the "Administrator") for the purposes of administering the Plan.
The Plan provides for the issuance of stock options to acquire up to that number
of the Company's common shares (the "Plan Ceiling") equal to 10% of the
Company's issued and outstanding share capital as at the date of grant, subject
to standard anti-dilution adjustments. This is a "rolling" Plan Ceiling as the
number of shares reserved for issuance pursuant to the grant of stock options
will increase as the Company's issued and outstanding share capital increases.
The Plan Ceiling includes outstanding stock options granted prior to the
implementation of the Plan. If a stock option expires or otherwise terminates
for any reason, the number of common shares in respect of that expired or
terminated stock option shall again be available for the purposes of the Plan.
The Board may be terminated by the Plan at any time, but such termination will
not alter the terms or conditions of any option awarded prior to the date of
such termination. The Optionee may exercise any stock option outstanding when
the Plan is terminated for a period of thirty (30) days after the date of the
termination of the Plan, provided that such options had vested on the date of
termination.
The Plan provides that other terms and conditions, including vesting schedules,
if any, may be determined by the Board or the Administrator in his or her
discretion, such terms and conditions to be included in the option agreement.
The Plan provides that it is solely within the discretion of the Board to
determine who should receive stock options and in what amounts. The Board may
issue a majority of the options to insiders of the Company. However, in no case
will the issuance of common shares upon the exercise of stock options granted
under the Plan result in:
(d) the number of options awarded in a one-year period to any one Consultant
exceeding 2% of the issued shares of the Company (calculated at the time
of award);
(e) the number of options awarded in a one-year period to any one individual
exceeding 5% of the outstanding shares of the Company (calculated at the
time of award);
(f) the aggregate number of options awarded in a one-year period to Employees
undertaking investor relations activities exceeding 2% of the issued
shares of the Company (calculated at the time of award); or
(g) the aggregate number of common shares reserved for issuance to any one
individual upon the exercise of options awarded under the Plan or any
previously established and outstanding stock option plans or grants,
exceeding 5% of the issued shares of the Company (calculated at the time
of award) in a one-year period.
Options granted under the Plan will be for a term not to exceed five years from
the date of their grant. Unless the Company otherwise decides, in the event an
option holder ceases to be a Consultant or employee of the Company (other than
by reason of death), the stock option will expire on the earlier of the expiry
date stated in the option agreement ("Fixed Expiry Date") and the 90th day
following the date of termination, unless the holder holds the stock option as
an employee of the Company performing investor relations activities, in which
case the stock option will expire on the earlier of the Fixed Expiry Date or 90
days following the date the director or senior officer ceases to be a director
or senior officer of the Company. Notwithstanding the foregoing, a stock option
will expire immediately in the event a director or senior officer ceases to be a
director or senior officer of the Company as a result of ceasing to meet the
qualifications under the Business Corporations Act (Alberta), a special
resolution is passed by the shareholders, or an order is made by a regulatory
authority. A stock option will also expire immediately in the event an employee
ceases to be an employee as a result of termination for cause or an employee or
Consultant ceases to be an employee or Consultant as a result of an order made
by a regulatory authority. In the event of the death of an option holder, who is
a director or an employee who was continuously employed by the Company, the
stock option will expire six months after the date of death or on the Fixed
Expiry Date, whichever is earlier.
The price at which an option holder may purchase a common share upon the
exercise of a stock option will be as set forth in the option agreement issued
in respect of such option and in any event will not be less than the discounted
market price of the Company's common shares as of the date of the grant of the
stock option (the "Award Date"). The market price of the Company's common shares
for a particular Award Date would typically be the closing trading price of the
Company's common shares on the last trading day immediately preceding the Award
Date, or otherwise in accordance with the terms of the Plan. Discounted market
price means the market price less a discount to be determined by the Board,
which shall in any event not exceed the amount set forth under Policy 1.1 of the
Exchange's Corporate Finance Manual.
32
In no case will a stock option be exercisable at a price less than the minimum
prescribed by each of the organized trading facilities or the applicable
regulatory that would apply to the award of the stock option in question. A
stock option will be non-assignable except that it will be exercisable by the
personal representative of the option holder in the event of the option holder's
death or incapacity.
Common shares will not be issued pursuant to stock options granted under the
Plan until they have been fully paid for. The Company will not provide financial
assistance to option holders to assist them in exercising their stock options.
The Company will ask its shareholders to vote on a special resolution to approve
the Plan at the Meeting. Unless otherwise directed, it is the intention of the
Management Designees, if named as proxy, to vote in favour of the special
resolution approving the Plan.
The Plan is a "rolling" stock option plan as described in Exchange Policy 4.4.
Under Exchange Policy 4.4, the Company is required to obtain the approval of its
shareholders to any stock option plan that is a "rolling" plan. The Plan is
attached hereto as Exhibit #.
Outstanding Employee and Director Stock Options as at May 26, 2005
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
No. of
Common Exercise Market Value on
Shares Subject Date of Grant/ Price Date of
Name of Optionees to Option (#) Repriced $ Expiry Date Grant/Repriced
Gary Freeman 100,000 Sept. 29, 2004 $0.70 Sept. 29, 2006 $ 70,000
Jerry Pogue 150,000 Sept. 29, 2004 $0.70 Sept. 29, 2006 $105,000
Henk Van Alphen 175,000 Sept. 29, 2004 $0.70 Sept. 29, 2006 $122,500
Gil Atzmon (2) 20,000 Feb 9, 2004 $0.25 Feb 9, 2009 $ 5,000
Michael Bartlett 20,000 Feb 9, 2004 $0.25 Feb 9, 2009 $ 5,000
St. Andrew's Finance (1) 20,000 Feb 9, 2004 $0.25 Feb. 9, 2009 $ 5,000
Jon Lever 50,000 Sept 29, 2004 $0.70 Sept. 29, 2006 $ 35,000
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
James Dawson 105,000 May 26, 2005 $0,70 May 26, 2007 $ 73,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Mark D. Cruise 105,000 May 26, 2005 $0.70 May 26, 2007 $ 73,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Euromerica Capital Group Ltd. 75,000 May 26, 2005 $0.70 May 26, 2007 $ 52,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
International Market 75,000 May 26, 2005 $0.70 May 26, 2007 $ 52,500
Communications
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Marla Ritchie 75,000 May 26, 2005 $0.70 May 26, 2007 $ 52,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Quentin Mai 75,000 May 26, 2005 $0.70 May 26, 2007 $ 52,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Glen Shand 75,000 May 26, 2005 $0.70 May 26, 2007 $ 52,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
Total $599,500
------------------------------ ------------------ ------------------ ------------ ------------------ -------------------
(1) St. Andrew's Finance is a privately owned British Columbia
corporation controlled by Kathleen Martin, a contractor to the
Company. Ms. Martin exercised her options in November, 2004.
(2) Gil Atzmon resigned as a Director and Corporate Secretary in January
of 2005. Mr. Atzmon exercised his options in February, 2005.
In May, 2005, it was announced that Wealth will issue 560,000 stock options
exercisable at $0.70 until May, 2007. At that time, 650,000 of the 900,000
options issued in September 2004 were cancelled as follows, Gary Freeman,
100,000 cancelled, Henk Van Alphen, 25,000 cancelled, David Shaw, 100,000
cancelled. Rosie Moore's 200,000 options were cancelled upon her resignation
from the Company. On May 26th, 2005, the Company amended the options to be
issued to 585,000 exercisable at $0.70 until May of 2007.
33
All issuances of shares for the past three years are represented in the
Company's financial statements incorporated by reference herein.
ITEM 7. A MAJOR SHAREHOLDERS
The Company currently has a total of 5 shareholders who are resident in the
United States. These shareholders own a total of 1,406,172 shares representing
nine point nine (9.9%) of the issued common shares.
Gary Freeman owns directly and indirectly a total of 8.6% of the issued common
shares. Mr. Freeman's subscription to private placements, exercise of stock
options and exercise of common share purchase warrants are attributable to Mr.
Freeman's percentage share ownership of the common shares of the Company.
7.B RELATED PARTY TRANSACTIONS
During fiscal 2004, G. F. Consulting, a private corporation owned by Gary
Freeman participated in a private placement whereby G.F. Consulting Corp.
purchased 300,000 common shares at a price of $0.27 per share and 150,000
warrants exercisable at $0.35. These warrants expire in August 2005.
During fiscal 2004, Amergold Investments Inc., a private corporation owned by
Gary Freeman participated in a private placement whereby Amergold Investments
Inc. purchased 200,000 common shares at a deemed price of $0.54 per share and
100,000 share purchase warrants exercisable at $0.80. These warrants expire in
May, 2006.
During fiscal, 2004, Gil Atzmon, a director of the Corporation participated in a
private placement whereby he purchased 15,000 common shares at $0.54 and 7,500
share purchase warrants exercisable at $0.80 until May, 2006.
During fiscal 2003, G.F. Consulting Corp., a private corporation wholly owned by
Gary Freeman, participated in a private placement whereby G.F. Consulting Corp.,
purchased 200,000 common shares at a price of $0.07 per share and 200,000 common
share purchase warrants exercisable at $0.105. Mr. Freeman exercised 100,000 of
these warrants on May 26, 2005. The balance of these warrants expire in November
2005.
During fiscal 2003, Jerry Pogue, a director of the Company, participated in a
private placement and purchased 200,000 common shares at a price of $0.07 per
share and 200,000 common share purchase warrants exercisable at $0.105. These
warrants expire in November, 2005.
During fiscal 2002, G.F. Consulting Corp. participated in two private placements
whereby G.F. Consulting Corp. purchased 150,000 common shares at $0.10 per share
and 238,000 common shares at $0.23 per share and 150,000 common share purchase
warrants exercisable at $0.15 and 238,000 common share purchase warrants
exercisable at $0.30. These warrants expired in October, 2004.
In fiscal 2004, we paid G.F. Consulting Corp., a company wholly owned by Gary
Freeman, $65,000 for fees as a director and $60,000 in accordance with a board
resolution when he stepped aside as President. Please see Exhibit 4.5 for
details of the Consulting Contract.
In fiscal 2003, we paid $5,333 to G.F. Consulting Corp for rent. The
compensation paid to Mr. Freeman is comparable to that which would have been
paid for services rendered by unaffiliated parties.
In fiscal 2004 we paid $2,461 to Cardero Resource Corp., a public company of
which Henk Van Alphen is a director, for rent and administration.
34
ITEM 8 FINANCIAL INFORMATION
ITEM 8.A CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 17
There are currently no legal or arbitration proceedings which may have a
significant effect on the Company's financial position or profitability.
The Company does not pay dividends on the issued common shares and does not
intend to pay dividends on the listed common shares in the foreseeable future.
The Company does not have any preference shares issued and as such pays no
dividends on any preferred shares.
8.B SIGNIFICANT CHANGES
In March, 2005, Rosie Moore resigned as President and Director of the Company.
In April of 2005, a contractual obligation to pay out Ms. Moore's contract in
the amount of $108,000 was paid to Ms. Moore.
In January 2005, Mr. Gil Atzmon resigned as a Director and Corporate Secretary.
In May, 2005, the Company has announced that it will issue by way of private
placement, 1,000,000 units at $0.56 per unit. Each unit is comprised of one
common share and one half share purchase warrant. Each whole warrant will
entitle the holder to purchase one common share at $0.80 at any time for
eighteen months after the closing of the private placement. This private
placement is subject to the approval of the TSX Venture Exchange.
In May, 2005, the Company announced that it will issue 560,000 incentive stock
options at a price of $0.70 per share, exercisable at any time until May, 2007.
On May 26th, 2005, the amount of these options was amended to issue 585,000
stock options at a price of $0.70 per share until May 2007.
In May, 2005, the Company announced that it has entered into an Agreement to
purchase a 100% interest in the MacKenzie Project in central British Columbia.
ITEM 9. THE OFFER AND LISTING
The Corporation was incorporated on October 7, 1994. The Company's Common Shares
are currently traded on the TSX Venture Exchange under the trading symbol "WML".
The common shares commenced trading on the Frankfurt Stock Exchange under the
symbol "EJZ" on July 10, 2004. The Company's shares commenced trading on the
OTCBB in 2001. For a period commencing August, 2004 to October 2004 the
Company's shares were not traded on the OTCBB but on the Pink Sheets. The
Company's common shares are currently traded under the symbol "WMLLF" on the
OTCBB.
Historical Stock Prices on TSXV (in Canadian Dollars)
----------- -------- -------- -------- -------- --------
Price 2000 2001 2002 2003 2004
----------- -------- -------- -------- -------- --------
High $ 0.75 $ 0.15 $ 0.46 $ 0.37 $ 1.50
----------- -------- -------- -------- -------- --------
Low $ 0.13 $ 0.08 $ 0.10 $ 0.10 $ 0.09
----------- -------- -------- -------- -------- --------
35
Historical Stock Prices on TSXV (in Canadian Dollars) Quarterly from 2003
------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Price Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005
------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
High $ 0.50 $ 0.30 $ 0.29 $ 0.20 $ 0.15 $ 1.20 $ 1.50 $ 1.08 $ 0.90
------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Low $ 0.315 $ 0.175 $ 0.20 $ 0.09 $ 0.09 $ 0.335 $ 0.67 $ 0.65 $ 0.53
------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Historical Prices on TSXV (in Canadian Dollars) Monthly from December 1, 2004
to present
-------- --------- --------- --------- --------- --------- ---------
Price Dec. 2004 Jan. 2005 Feb. 2005 Mar. 2005 Apr. 2005 May 2005
-------- --------- --------- --------- --------- --------- ---------
High $ 0.79 $ 0.70 $ 0.72 $ 0.65 $ 0.65 $ 0.93
-------- --------- --------- --------- --------- --------- ---------
Low $ 0.67 $ 0.63 $ 0.50 $ 0.48 $ 0.53 $ 0.54
-------- --------- --------- --------- --------- --------- ---------
Historical Prices on OTCBB (in U.S. Dollars)
--------------------- --------- --------- --------- ---------
Price * 2001 2002 2003 2004
--------------------- --------- --------- --------- ---------
High $ 0.07 $ 0.32 $ 0.245 $ 1.00
--------------------- --------- --------- --------- ---------
Low $ 0.02 $ 0.109 $ 0.07 $ 0.07
--------------------- --------- --------- --------- ---------
* the Company's stock was traded on the OTCBB from 1995 to 2001 under the symbol
TRBPF; however, we are unable to access historical pricing information prior to
2001.
Historical Prices on OTCBB( in U. S. Dollars) Quarterly from 2003
---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Price Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005
---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
High $ 0.245 $ 0.19 $ 0.16 $ 0.11 $ 0.07 $ 1.00 $ 0.85 $ 0.78 $ 0.60
---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Low $ 0.13 $ 0.13 $ 0.11 $ 0.07 $ 0.07 $ 0.48 $ 0.84 $ 0.58 $ 0.44
---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Historical Prices on OTCBB (in U.S. Dollars) Monthly from December, 2004
to May, 2005.
-------- --------- --------- --------- --------- --------- ---------
Price Dec. 2004 Jan. 2005 Feb. 2005 Mar 2005 Apr. 2005 May 2005
-------- --------- --------- --------- --------- --------- ---------
High $ 0.60 $ 0.52 $ 0.55 $ 0.46 $ 0.48 $ 0.77
-------- --------- --------- --------- --------- --------- ---------
Low $ 0.44 $ 0.52 $ 0.52 $ 0.45 $ 0.45 $ 0.48
-------- --------- --------- --------- --------- --------- ---------
Historical Prices on Frankfurt Exchange (in Euros) Monthly from July, 2004 to
May, 2005
------ ---------- ---------- --------- ---------- ---------- --------- --------- --------- --------- --------- ---------
Price Jul `04 Aug `04 Sept `04 Oct `04 Nov `04 Dec'04 Jan `05 Feb `05 Mar `05 Apr `05 May `05
------ ---------- ---------- --------- ---------- ---------- --------- --------- --------- --------- --------- ---------
High (euro)1.05 (euro)1.00 (euro).99 (euro)1.03 (euro)1.08 (euro).70 (euro).44 (euro).40 (euro).44 (euro).45 (euro).46
------ ---------- ---------- --------- ---------- ---------- --------- --------- --------- --------- --------- ---------
Low (euro) .98 (euro) .95 (euro).97 (euro) .96 (euro)1.00 (euro).66 (euro) 40 (euro).36 (euro).36 (euro).36 (euro).37
------ ---------- ---------- --------- ---------- ---------- --------- --------- --------- --------- --------- ---------
The closing price of the Company's shares on the TSX Venture Exchange on May
30th , 2005 was $0.93 (CDN).
36
ITEM 10. ADDITIONAL INFORMATION
10.B ARTICLES, MEMORANDUM AND BY-LAWS OF THE CORPORATION
The Company is incorporated under the Business Corporations Act for the Province
of Alberta. It is continued under the Company's Act in the Province of British
Columbia. The Memorandum and Articles of Incorporation, outlining all classes of
shares, shareholder rights, alteration of rights, privileges, directors' powers,
borrowing powers of the directors and their ability to bind the corporation,
sinking fund provisions, meetings of shareholders and shareholder rights in the
event of liquidation of the Company's assets have previously been filed with the
Company's Annual Report.
There are currently no anti-takeover, poison pill or shareholder rights
protections in the event of a takeover bid in place.
The by-laws of the Company restrict a director's power to vote on matters in
which the director is materially invested. The directors may vote for
compensation to themselves in the absence of a regular quorum; however, they are
bound by the guidelines of the TSX Venture Exchange as to the amount any one
director may receive as compensation as a director of a Tier 2 listed company. A
director of a Tier 2 listed company may not be compensated by salary any more
than $5,000 per month. The directors are not restricted in their borrowing
powers. There is no requirement for directors to own shares of the Company in
order to act as directors.
The authorized capital consists of an unlimited number of common shares ("Common
Shares") and an unlimited number of preferred shares, without par value.
A duly called and properly constituted meeting of the shareholders is required
in order to change any of the rights attached to the ownership of the Company's
shares.
In order for a shareholder's meeting to be properly constituted, sufficient
notice must be given to the shareholders, an information circular and proxy form
must be sent to each shareholder and a quorum of 5% of the issued shares must be
present by proxy or in person in order for any shareholder resolutions to pass.
10.D EXCHANGE CONTROLS
There are no laws or legislation which may affect the import or export of
capital including the availability of cash or cash equivalents to be used by the
Company. Other than the standard withholding tax, there are no other laws that
affect the remittance of dividends, interest, or other payments to non-resident
holders of the Company's shares.
10.E TAXATION
ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CCONSEQUENCES OF PURCHASING THE COMMMON SHARES
Certain Canadian Federal Income Tax Consequences to United States Investors
The following is a summary of the principal Canadian federal income tax
consequences to a shareholder of acquiring, holding and disposing of common
share where, for the purposes of the ITA, the holder (a) is not resident in
Canada, (b) does not, and is not deemed to, carry on business in Canada, (c)
holds common shares as capital property, and (d) is the beneficial owner of the
common shares, and where, for the purposes of the Canada-United States Income
Tax Convention (1980) (the "Convention"), the shareholder is resident in the
United States.
The summary is based on the current provisions of the ITA and the regulations
thereunder and on the Company's understanding of the current administrative
practices of Canada Customs and Revenue Agency. The provisions of the ITA are
subject to the provisions of the Convention. The summary also takes into account
all specific proposals to amend the ITA and the regulations thereunder publicly
announced by the Minister of Finance of Canada through November 1997. The
summary does not otherwise take into account or anticipate any changes in law,
whether by legislative, governmental or judicial decision or action, nor does it
take into account or consider any provincial, territorial or foreign income tax
considerations. The summary is of a general nature only and is not a substitute
for independent advice from a shareholder's own tax advisors.
37
Dividends on Common Shares
Under the ITA, a nonresident of Canada is generally subject to Canadian
withholding tax at the rate of 25% on the gross amount of dividends paid or
credited to him by a corporation resident in Canada. The Convention limits the
rate to 15% of the gross amount of the dividends if the shareholder is resident
in the United States and the dividends are beneficially owned by him. The
Convention further limits the rate to 10% of the gross amount of the dividends
if the shareholder is also a corporation that beneficially owns at least 10% of
the voting stock of the payor corporation.
The Convention generally exempts from Canadian withholding tax dividends paid to
a religious, scientific, literary, educational or charitable organization or to
an organization exclusively administering a pension, retirement or employee
benefit fund or plan, if the organization is resident in the United States and
exempt from income tax under the laws of the United States. However, the payor
of such dividends may still be required to withhold and remit tax to Canada
Customs and Revenue Agency (which is refundable upon application by the
organization) unless the organization has obtained a valid letter of exemption
from Canada Customs and Revenue Agency. Organizations in possession of a valid
letter of exemption are normally listed in Revenue Canada's annual publication,
"List of United States Organizations Exempt from Canadian Non-Resident Tax under
Article XXI (1) of the Canada-United States Tax Convention."
Disposition of Common Shares
The proceeds of disposition to a nonresident of Canada from the disposition of
common shares will be the sale price therefore. However, if common shares are
purchased by the Company from a nonresident of Canada other than in an open
market in the manner in which shares would normally be purchased by the public,
the proceeds of disposition to the shareholder will generally be the paid-up
capital of the common shares and the balance of the price received will be
deemed to be a dividend and taxable as described under "Dividends on common
shares."
Under the ITA only capital gains and capital losses realized on the disposition
of `taxable Canadian property" are taken into account by a nonresident of Canada
in computing income. The common shares will constitute taxable Canadian property
to a nonresident of Canada in a particular time, if any time in the preceding
five year, 25% or more of the issued shares of any class or series of the
capital stock of the Company belonged to the non-resident person, to persons
with whom the non-resident person did not deal at arm's length or to the
non-resident person and persons with whom he did not deal at arm's length.
The capital gains (or capital loss) of a non-resident of Canada from the
disposition of common shares that are "taxable Canadian property" will be the
amount, if any, by which his proceeds of disposition, less any costs of
disposition, exceed (or are far less than) the adjusted cost base of the common
shares to the holder immediately prior to the disposition. The portion of a
capital gain (the "taxable capital gain") and the portion of a capital loss (the
"allowable capital loss") required to be taken into account currently is as
follows:
July 1, 1999 - February 27, 2000 - 75% February 28, 2000 - October 17, 2000 - 66
2/3% October 18, 2000 - December 31, 2000 - 50%
Any allowable capital loss realized by the shareholder will, subject to the
rules in the ITA which deny or restrict the ability to utilize losses, be
deductible from taxable capital gains realized by the shareholder in the current
tax year, the three preceding taxation years or future taxation years.
The Convention relieves Unites States residents from liability for Canadian tax
on capital gains derived from a disposition of common shares unless:
(a) their value is derived principally from real property in Canada;
(b) the holder was resident I Canada for 120 months during any period 20
consecutive years preceding, and at any time during the 10 years
immediately preceding, the disposition and the common shares (or, in
certain circumstances, property for which the common shares were
substituted) were owned by him when he ceased to be resident in Canada;
or,
38
(c) they formed part of the business property of a permanent establishment the
holder has or had within the 12 months preceding disposition, or pertained
to a fixed base the holder has or had in Canada, or was available to the
United States resident in Canada for purposes of performing independent
personal services within the 12 month preceding the disposition.
We do not believe that the value of our shares is derived principally from real
property in Canada.
Certain United States Federal Income Tax Consequences to United States Investors
The following general discussion sets forth a summary of the material Unites
States federal income tax consequences that are applicable to the following
persons who invest in and hold common shares as capital assets ("U.S.
Shareholders"): (i) citizens or residents (as specifically defined for federal
income tax purposes) of the United States, (ii) corporations or partnerships
created or organized in the United States or under the laws of the Unites States
or of any state and (iii) estates or trusts the income of which is subject to
Unites States federal income taxation regardless of its source. This discussion
does not deal with (a) all aspects of federal income taxation that may be
relevant to a particular U.S. Shareholder based on such U.S. Shareholder's
particular circumstances (including potential application of the alternative
minimum tax), (b) certain U.S. shareholders subject to special treatment under
the federal income tax laws or foreign individuals or entities, (c) U.S.
Shareholders owning directly or by attribution 10% or more of the common shares,
or (d) any aspect of state, local or non-United States tax laws. Additionally,
the following discussion assumes that the Company will not be classified as a
"foreign personal holding company" under the Internal Revenue Code of 1986, as
amended (the "Code")
Passive Foreign Investment Company
For any taxable year of the Company, if 75% or more of the Company's gross
income is "passive income" (as defined in the Code) or if at least 50% of the
Company's assets, by average fair market value (or by adjusted income tax bases
if the Company elects), are assets that produce or are held for the production
of passive income, the Company will be a Passive Foreign Investment Company
("PFIC"). The Company may be a OFIC and, if so, may continue to be a PFIC for
the foreseeable future.
A U.S. Shareholder of a PFIC is subject to special U.S. federal income tax rules
in Sections 1291 to 1297 of the Code. As described below, these provisions set
forth two alternative tax regimes at the election of each such U.S. Shareholder,
depending upon whether the U.S. Shareholder elects to treat the Company as a
"qualified electing fund" (a "QEF Election")
U.S. SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A QEF ELECTION TO AVOID
CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX CONSEQUENCES
1. The QEF Election Alternative
Each U.S. Shareholder is strongly urged to consider making a QEF Election
because of the potential benefits of such election that are discussed below and
because the Company anticipates that it will not have any earnings and profits
(as computed for United States federal income tax purposes) for the current
taxable year and little, if any, earnings and profits for any future taxable
year in which the Company is a PFIC. (There can be no assurance, however, that
this will be the case.) Accordingly, the timely making of the QEF Election as
discussed below, generally should, subject to the discussion below under "Other
"PFIC Rules", avoid any significant adverse United States federal income tax
consequences resulting form any classification of the Company as a PFIC,
although this may depend on a particular U.S. Shareholder's particular
circumstances.
A U.S. Shareholder who elects in a timely manner to treat the Company as a QEF
(an "Electing U.S. Shareholder") will be subject under Section 1293 of the Code,
to current federal income tax for any taxable year in which the Company is a
PFIC (or is treated as a PFIC with respect to the U.S. shareholder) on such
Electing U.S. Shareholder's pro rata share of the Company's (i) "net capital
gain" (the excess of net long term capital gain over net short-term capital
loss), which will be taxed as long-term capital gain to the Electing U.S.
Shareholder and (ii) "ordinary earnings" (the excess of earnings and profits
over net capital gain), which will be taxed as ordinary income to the Electing
U.S. Shareholder, in each case, for the shareholder's taxable year in which (or
with which) the Company's taxable year ends, regardless of whether such amount
actually are distributed. An Electing U.S. Shareholder, however, would not take
into account any income with respect to any taxable year of the Company for
which it has no earnings and profits. Adjustments are provided generally to
prevent double taxation at the time of later distributions on or dispositions of
common shares.
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The QEF election also allows the electing U.S. Shareholder to (i) generally
treat any gain realized on the disposition of common shares (or deemed to be
realized on the pledge of such shareholder's common shares) as capital gain;
(ii) treat such shareholder's share of the Company's net capital gain, if any,
as long-term capital gain instead of ordinary income; (iii) probably (although
in the absence of regulations this matter is not free from doubt) retain the
case of an individual Electing U.S. Shareholder, the "step-up" in the tax basis
of common share to the fair market value of such shares on the date of such
Electing U.S. Shareholder's death (which would otherwise not be retained); and
(iv) generally avoid interest charges resulting from PFIC status altogether.
In the event the Company is deemed a PFIC, the Company intends to comply with
the reporting requirements prescribed by Treasury regulations. In particular,
the Company will maintain information so that the ordinary earnings and net
capital gain of the Company may be determined. However, future regulations may
contain reporting and record-keeping requirements that are so onerous that it
would not be practicable for the Company to comply. If, after review of the
requirements, the company decides not to comply with the PFIC record-keeping
requirements, the company will so notify its shareholders.
A QEF election must be made by attaching the following document to the timely
filed US. Federal income tax return for the first taxable year of the U.S.
Shareholder in which or with which a taxable year of the company during which
the Company was a PFIC and the U.S. Shareholder held (or was considered to have
held) common shares ends: (i) a "Shareholder Section 1295 Election Statement"
executed by the U.S. Shareholder, (ii) a "PFIC Annual Information Statement"
received by the U.S. Shareholder from the Company, and (iii) a Form 8621. In
addition, the Electing U.S. Shareholder must file a copy of the Shareholder
Section 1295 Election Statement with the Internal Revenue Service Center, P.O.
Box 21086, Philadelphia, PA 19114. In the case of common shares owned through a
U.S. entity, the election is made at the entity level.
The following three paragraphs apply to Electing U.S. Shareholders:
Dividends Paid on Common shares. Dividends paid on common shares (including any
Canadian taxes withheld) to an Electing U.S. Shareholder will be treated as
ordinary dividend income for United States federal income tax purposes to the
extent of the Company's current and accumulated earnings and profits (as
computed for U.S. federal income tax purposes) unless paid out of earnings and
profits that were taxed to the Electing U.S. Shareholder under the QEF rules.
Such dividends generally will not qualify for the dividends-received deduction
available to corporation. Amounts in excess of such earnings and profits will be
applied against the Electing U.S. Shareholder's tax basis in the common shares,
and to the extent in excess of such tax basis, will be treated as gain from the
sale or exchange of such common shares.
Credit for Canadian Taxes withheld. Subject to the limitations set forth in
Section 904 of the Code (which generally restricts the availability of foreign
tax credits to a U.S. Shareholder's tax liability attributable to foreign source
income of the same type as the income with respect to which the tax was imposed,
as determined under complex U.S. tax rules), the Canadian tax withheld or paid
with respect to dividends on the common shares generally may be taken as a
foreign tax credit again United States federal income taxes by an Electing U.S.
Shareholder who chooses to claim such a credit for the taxable year. Electing
U.S. Shareholders who do not choose to claim foreign tax credits for a taxable
year may claim a United States Tax deduction for such Canadian tax in such
taxable year.
Disposition of common shares. Any gain or loss on a sale or exchange of common
shares by an Electing U.S. Shareholder will be capital gain or loss, which will
be long-term capital gain or loss if the common shares have been held for more
than one year, and otherwise will be short-term capital gain or loss. The sale
of common shares through certain brokers may be subject to the information
reporting and back-up withholding rules of the Code.
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2. The Non-QEF Alternative
If a U.S. Shareholder does not timely make a QEF election for the first taxable
year of the Company during which he holds (or is considered to hold) the common
shares in questions and the Company is a PFIC (a "Non-electing U.S.
Shareholder"), then special rules under Section 1291of the Code will apply to
(i) gains realized on the disposition (or deemed to be realized by reason of a
pledge) of common shares, and (ii) certain "excess distributions" (as defined in
the Code) by the Company. The Company has never made any distributions with
respect to the common shares and it does not anticipate making any such
distributions in the foreseeable future. A non-electing U.S. Shareholder
generally would be required to pr-rate all gains realized on the disposition of
common shares and all excess distributions over such shareholder's entire
holding period of the common shares. All gains or excess distributions allocated
to prior years of the U.S. Shareholder (provided that such periods are not prior
to the first day of the first taxable year of the Company during such U.S.
Shareholder's holding period and beginning after December 31, 2986 for which it
was a PFIC) would be taxed at the highest tax rates for each such prior year
applicable to ordinary income. (Special foreign tax credit rules apply with
respect to withholding taxes imposed on amounts that are treated as excess
distributions.) the Non-electing U.S. Shareholder also would be liable for
interest on the foregoing tax liability for each such prior year calculated as
if such liability had be due with respect to teach such prior year. A
non-electing U.S. Shareholder that is not a corporation must treat this interest
charge as "personal interest" which is non-deductible. The balance of the gain
or the excess distribution will be treated as ordinary income in the year of the
disposition or distribution and no interest charge will be incurred with respect
to such balance.
If the company is a PFIC for any taxable year during which a Non-electing U.S.
Shareholder holds (or is considered to hold) common shares, then the Company
will continue to be treated as a PFIC with respect to such common shares, even
if it is no longer definitely a PFIC. A Non-electing U.S. Shareholder may
terminate this deemed PFIC status by electing to recognize gain (which will be
taxed under the rules discussed above for Non-electing U.S. Shareholders) as if
such common shares had been sold on the last day of the last taxable year for
which it was a PFIC. Certain other elections are also available to Non-electing
U.S. Shareholders.
Other PFIC Rules:
Certain special, generally adverse, rules will apply with respect to the common
shares while the Company is a PFIC, regardless of whether the common shares are
held (or considered to be held) by an Electing or Non-electing U.S. Shareholder.
For example, under Section 1297(b)(6) of the Code, a U.S. Shareholder who uses
PFIC stock as security for a loan (including a margin loan) will, except as may
be provided in regulations, be treated as having made a taxable disposition of
such stock. In addition, under Section 1291(f) of the Code, the Treasury has the
authority to issue regulations that would treat as taxable certain transfers
that are generally not so treated, such as gifts, exchanges, pursuant to
corporate reorganizations, and transfers at death, although it is not clear that
such authority extends to transfers by Electing U.S. Shareholders.
Future Developments
The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations thereunder, and current administrative rulings and
court decisions, all of which are subject to change. Any such changes could
affect the validity of this discussion. In addition, the implementation of
certain aspects of the PFIC rules requires the issuance of regulations which in
many instances have not yet been promulgated and which may have retroactive
effect. Furthermore, legislation has bee proposed which would replace the PFIC
provisions with a consolidated anti-deferral regime. While this legislation was
vetoed, it may be re-introduced in subsequent years.
ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.
ITEM 10.H DOCUMENTS ON DISPLAY
All documents exhibited hereto or incorporated by reference are available for
viewing at the corporate offices of the Company at Suite 1901 - 1177 West
Hastings St., Vancouver, B.C., Canada, upon reasonable notice given to the
Company.
41
ITEM 10. I SUBSIDARY INFORMATION
The Company has one wholly owned subsidiary, Triband Resources Inc. located at
6171 Riverside Dr., Reno, Nevada.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES
Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
Not Applicable
ITEM 15. CONTROLS AND PROCEDURES
Gary Freeman, Acting President and CEO of the Company, and Jon Lever, CFO of the
Company, after evaluating the effectiveness of the Company's disclosure controls
and procedures (as defined in U.S. exchange Act Rule 13a-14(c)) as of the end of
the period covered by this form 20-F, have concluded that, as of such date, the
Company's disclosure controls and procedures were effective to ensure that
material information relating to the Company was made known to them by others
within the Company during the period in which this Form 20-F was being prepared.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date
Messrs Freeman and Lever completed their evaluation, nor were there any
significant deficiencies or material weaknesses in the Company's internal
controls requiring corrective actions.
ITEM 16. A AUDIT COMMITTEE FINANCIAL EXPERT
Our audit committee does not have a financial expert since no member of the
Company's Board of Directors meets the definition of financial expert. However,
all Board members possess significant financial experience within the mining
industry and are therefore considered financially literate.
16 B. CODE OF ETHICS
The Company has prepared a code of ethics for its CEO, CFO, Directors and
Officers which are incorporated herein by reference. The Codes of Ethics are
contained in the 20-F/A filed September 27, 2004 and are incorporated by
reference herein.
16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The nature of the services provided by Sadovnick, Telford and Skov under each of
the categories indicated in the table is described below.
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------------------------------------ ------------------------ ------------------
Principal Accountant Service For the fiscal year For the fiscal
ended November 30, 2004 year ended 2003
------------------------------------ ------------------------ ------------------
Audit Fees $25,700 $21,400
------------------------------------ ------------------------ ------------------
Audit Related Services $ 6,000
------------------------------------ ------------------------ ------------------
Tax Fees $ 5,000 $ 9,195
------------------------------------ ------------------------ ------------------
All Other Fees $ 1,696 $ 5,350
------------------------------------ ------------------------ ------------------
Audit Fees
Audit fees were for professional services rendered by Sadovnick, Telford and
Skov for the audit of the Registrant's annual consolidated financial statements
and services provided in connection with statutory and regulatory filing or
engagements.
Audit Related Fees
Audit related fees were for assurance and related services reasonably related to
the performance of the audit or review of the annual consolidated statements or
bi-annual states that are not reported under "Audit Fees" above.
Tax Fees
Tax fees were for tax compliance, tax advice and tax planning professional
services. These services consisted of: tax compliance including the review of
tax returns, and tax planning and advisory services relating to common forms of
domestic and international taxation (i.e. income tax, capital tax, goods and
services tax, payroll tax and value added tax).
All Other Fees
Fees disclosed in the table above under the item "all other fees" were incurred
for services other than the audit fees, audit-related fees and tax fees
described above. These services consist of assistance in the review and
documentation of processes and controls.
Pre-Approved Policies and Procedures
It is within the mandate of the Registrant's Audit Committee to approve all
audit and non-audit related fees. The Audit Committee has pre-approved
specifically identified non-audit related services, including tax compliance,
review of tax returns and documentation of processes and controls as submitted
to Audit Committee from time to time. The auditors also present the estimate for
the annual audit related services to the Committee for approval prior to
undertaking the annual audit of the consolidated financial statements. To date,
the Company has not prepared a formal Audit Committee Charter.
PART III
ITEM 17. FINANCIAL STATEMENTS
The following financial statements are attached and incorporated herein:
Description of Statement
Consolidated Balance Sheets, Statements of Loss and Deficit Statement of
Resource Properties, Statement of Changes in Financial Position and Notes to
Consolidated Financial Statements, all for years ended November 30, 2004 and
2003 and 2002
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ITEM 18. FINANCIAL STATEMENTS
See Item 17
ITEM 19. EXHIBITS
Exhibit Number
Page
1.1 Certificates of Name Change dated July 18, 1996 and *
October 17, 1996.
1.2 Certificate of Incorporation dated October 7, 1994. *
1.3 Articles (Bylaws) of the Corporation *
1.4 Amendments to Articles of the Corporation, dated July 18, 1996 *
and October 16, 1996
1.5 Certificate of Name Change and Amendment to Articles of the *
Corporation dated August 22, 2001
1.6 Certificate of Amendment and Name Change of the Corporation *
dated December 12, 2003
2.1 Option Agreements between the Corporation and Management, *
Employees and Director.
4.1 Mining Lease and Option Agreement between St. George Metals, *
Inc. and Triband Resource US Inc. dated June 29,1998
4.2 Letter of Engagement dated February 18, 1997 between the *
Corporation and Timothy J. Percival.
4.3 Option Assignment Agreement between Minera Koripampa del *
Peru S.A. and Wealth Minerals dated July 6, 2004
4.4 Property Agreement, MacKenzie Property
4.5 Employment Agreement, Gary Freeman
4.6 Employment Agreement, Rosalie Moore
5.1 Stock Option Plan
11.1 CEO Code of Ethics *
11.2 CFO Code of Ethics *
11.3 Directors and Officers Codes of Ethics *
12.1 CEO 302 Certification
12.2 CFO 302 Certification
13.1 CEO 906 Certification
13.2 CFO 906 Certification
* Indicates the named document has been previously filed and is incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
WEALTH MINERALS CORP.
By: /s/ Gary R. Freeman
-----------------------
Gary R. Freeman,
Vice President, Director
Date: May 30, 2005.
-------------
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