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i l ^ ASHER GOLD MINES UMITED

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II4in0NEeie4 DAVIS-4*-A1 DAVIS 010

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Dlantna

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PROSPECTUS

(or filing ana filed with the Ontario Securities Commission under the Securities Act. R.S .O.

1950, Chapter 351.

ASHER COLD MINES LIMIT ED (No Personal Liability) hereinafter referred to as the "Company" was incorporated under the Companies Act (Ontario) Part XI Litters Patent dated (he lith day of July. 1945. The head office of the Comtvtny is located at Suite 35, 25 Melinda Street, Toronto.

DIRECTORS. OFFICERS li PROMOTER:

President t Director

Vice-President li Director

Secretary-Treasurer

Director

Director

Alexander Robert Herbert, M.P.P.. Retail Merchant

Mathew Arnold Chad wick, Retired

D r. Edwa rd Hof fbu rg Harrison, Osteopath

Dickson Bradley . Business Executive

Norman Byron Staples. Merchant

Cobalt. Onla rio.

bl Craig Street, London, Ontario.

Z8 Wellesley St. E Toronto, Ontario

Clarion, Pa. . U.S.A.

10 Lisgar Street. Sudbury, Ontario

The company has no promoter as such unless the board of directors are considered to be the promoter of the Company.

The company's auditor is John A. Seed, Chartered Accountant, Suite 12. 25 Melinda Street. Toronto, Ontario.

The Registrar and Transfer Agent for the Company is Eastern Trust Company, 8 King Street West, Toronto, Ontario.

The authorized capital of the Company is 3,500,000 shares of the par value of 51.00 each of which, 2, 115.100 have been allotted, issued ami fully paid and are non-assessable.

The Company has not created any bonds or debentures nor does it profios to do so at this time.

Certificates representing 1,361,000 fully paid up shares are presently escrowed with the said Eastern Trust Company, subject to release pro rat*, to the parties entitled thereto, upon the written consent of The Ontario Securities Commission and a majority of the directors of the Company. Subject, also, to the transfer, hypothecation, assignment or other alienation only with the written consent of The Ontario Securities Commission.

(1) Particular* as to shares sold and allotted for cash are as follows:

b shares at SI .00 ,.er share J 5.00350,000 shares at 05(" " 17,500.00165,093 shares at .10;" " 16,509.50

(Z) Total cash received for shares sold SJ4.0M 50.

(3) No commission wa* paid or ts payable with respect to the fotegoing hares sold .

No securities of the Company other than shares have been sold lor cash.

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10. No consideration was paid or is (Kiyable for promotional services.

H. Originally, the Company helu numerous groups of claims including pro perties in the Yellowknife area of the North-West Territories the Lightning River anc". Kirkland Lake areas in the Province of Ontario and Abitibi area of the Province of Quebec.

(1) In 1945. Douglas Vickers Mitchell, 1574 Bathurst Street, Toronto, and Richard John Johnston, Kirkland Lake, OnUrio, received 1,500,000 shares as Vendors of certain properties in the Province of OnUrio and Quebec. All these properties have been subsequently abandoned by the Company. Messrs. Thomas A n h ibal'. Sutton, 628 Ontario Street. Toronto, ami Allan John Thomas, 8 Maliory Gardens, Toronto, and Grosse Pointe Explorations Limited, 170 Bay Street, Toronto, each had, at one time, a greater than Vh i nterest in the said Ven-Jor*' consideration.

(2) By agreement datc-l the 2nd uay of April, 1956, the Company acquire^ from William Barker, 122 Neville Park Avenue, Toronto, Ont. l l unjiatentcd mining claims in Scadding aiv- Davis Townships of the Sudbury Mining Division of Ontario, more particularly known as S 90794, S.90795. S-90796 an.; S.85029, S.85030, S 90797-98. S.93948, S 93949, S. 93950 and S. 93951 .md by the same agreement, the Company acquired from the sim* Votvior, 11 unpalcntcd il.iir-s 1:1 FaU onb ridge Townsmp, in the Sudbury Mining Division, more particularly described as S. 85690 and S.85700, all inclusive. The consideration paid to the said William Barker was 350,000 escrowed Vendor's shares of the company whereof 100,000 shares were issued by the Com,any, 107* of which shares are free from escrow and 90^ of which shares are escrowed under the terms of paragraph 7 herein and 250,000 shares of the Vendor's ionsidcration represent shares assigned to the Vendor from previously issued shares, which assignment in escrow has been completed. No person has or i s to receive a greater than 5*i interest in the Vendor's consideration men tioned in this paragraph.

(.5) Directors, A R. Herbert, M.A. ChaiJwick, Dr E H Harrison ami Norman B- Staples have purchased over a period of time, previously issued shares in the company with the result that each of these directors i* presently the registered owner of a greater than Vh interest in the issued capital of the company. James Winters, 12 Richmond Street Last, Toronto and Thomas Falkner, 149 Clanton Park Road, Downsview, Onlario, also are the owners of a greater than 5H interest in the issued capita) of the Company.

12. (a) Reference is made to the report of G . F . Cnnis, Mining Engineer, dated the 21sl day of February, 1957. attached hereto and forming part of this Prospectus, as the means of access, geology and known history of the properties of the Company in Scadding and Davis Townships and the report of the same engineer dated the 22nd day of February, 1957. respecting thr Falconbridge Township claims, which report is attached hereto and forms part of this prospectus.

(b) No underground work has been undertaken on the properties of the Company described in paragraph 11 (2) nor is there any underground plant, or equipment or surfacr plant or equipment on either of the properties. No surface exploration or development work has been conducted by the present management.

NOTE: The tillr to mining claims S-85691 ami 5-85693 to S-85700. alt inclusive , is subjrt l to litigation at tKv present nmr.

In June, 1956, Rudolph Larson re-staked (he said claims and applied for registration with the Mining Recorder at Sudbury. InSvftcm- bcr, 1956, the said Mining Recorder cancelled the said claims of Asher am! recorded the appln ation of Larson. The company appealed the Mining Recorder's decision, whirh appeal wu* he.ird by the Mining Commissioner jl Toronto, who, alu-r Hearing all the evidence, ordvrcii (hat claims S MM/yi .in,; S *5n9 * l" S M5700,.ill int iuftivr. bc resturrd in goo'i standing

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13.

14.

15.

16.

17.

in the name of the Company and canceltct) Ihr claims registered fay Larson. Subsequently, during the month of February. 1957. leave was ( ranted lo Larson to appeal to the Court of Appeal from the Order of the Mining Commissioner. The company undertakes to file an amend ment within twenty (20) uayS of a decision being registered in this matter, li the securities nf the company are in the course of primary distribution.

By agreement dated March 1st, 1957, Mctro-xiiitan Managementation Limited, Suite 12, 25 MetinUa Street, Toronto, Ontario, on its ownbehalf, underwrote 50, 000 shares of thr capital stock of the company at1S{ per share payable 20 days from the vffei live dale of the Conijiany'sprospectus and was granted an option on a further 350,000 shares asfollows:

50,000 shares at 15{ i* r share, payable 3 months from the effective date and 100,000 shares at each of the following prices, namely, 17-l/^f , 20f and 50{ per share payable 9. 15, an-! 21 months respectively from the effective date of the Company'* Pro*;iectus which effective tUir is the 22nd day of May. 1957.

ttateinent within 20 days of r* still ir. :Kt (.'i^rtt. -A

The Company undertakes to file an iany r.'*f*u]t if t).* t ti.ur:n** '4 It**- O.r.-. ;*t.-.yprimary (iistribution.

Metropolitan Management Corporation Limited proposes to sell the shares covered by the underwriting and option agreement to the public through the medium of registered security dealers, paying such dealers only the existing brokerage tariff as authorized by The Toronto Stock Exchange for the salt- of mining shares, or to registered security dealers at an increar.v in price not exceeding If ,*er share. Melroi-olitan Management may engage the services of registered security dealers to sell the said shares as its agent, paying such dealers up to i Vft o f the selling price of the shares so sold. There are no sub-option or sub-underwriting agreements. The only persons owning more than a Vh i nterest in Metropolitan Manage ment Co r ,KJ ra t ion Limited are Robert Fasken, Mississauga Road, Port Credit, Ontario, William Swayze. 355 Mount Pleasant Blvd., and Warren Armstrong, 208 Glenview Avenue, all of Toronto.

The Company intends to spend the proceeds from the "ale of its securities for corporate purposes of the Company in general and to undertake future exploration and development work on its claims.

Reference is made to the Balance Sheet and report of John A. Seed. Chartered Accountant, dated 28th Febiucry, 1957. as to preliminary, ad ministrative and development expenses of the Company lo date.

The Company has no indebtedness to be created or assumed which is not shown on the balance sheet of John A. Seed, Chartered Accountant, pre pared as at the 28th day of February, 1957, and filed with The Ontario Securities Commission, which Balance Sheet accompanies and forms ,iart of this Prospectus.

(1) The principal business of each of the directors and officers for the past three years is as follows:

Alexander Robert Herbert - Retail merchant and owner of Herbert Fuels,Cobalt, Ontario, (also a member of the Ontario Legislature).

Dr. Edward H. Harrison

Mathew Arnold Chadwick

Osteopath - self-employed.

From March. 1954 to the present, retired. Prior to March, 1954, Excise Tax Auditor with the Department of National Revenue.

Norman Byron Staple*

Dickson Bradley

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Owner - Army li Navy Chain Store*. Sudbury, Ontario, and Proprietor, Kukagami Lodge.

Owner of International Solid Fuel* Cor poration, Clarion, Pa., U.S.A.

17. (2) No director or officer of the Company either per COM 11 y or a* partner of the firm ha* ever had any interest direct or indirect in any property acquired or to be acquired by the Company, except a* chown in paragraph 11 13) above.

(3) During the past financial year, no remuneration ha* been paid by the Company to any ilficer or director nor i* it contemplated that any pay ment will be made during the current financial year other than a fee of SZS.OO per director 1 * meeting attended and the expense* of director* for attendance* at board meeting* held away from the director'* place of residence.

18. No dividends have been paid by the Company to date.

19- To the knowledge of the signatories hereto, no person or group of per son* are in a position or entitled to elect or cause lo be elected, a major ity of the director* of the Company. However, reference i* made to the shareholding* a* disclosed in Item i l (3) above. Free vendors' shares or vendors' shares subsequently released from escrow may be sold by the holders thereof at prevailing market prices but the proceed* of such sale will not go into the treasury of the Company. The Company doe* not propose to make any offering of it* shares except to the underwriter pur suant to the aforementioned agreement and i* precluded from so doing so long as the underwriter optionee's option thereunder remains in full force and effect. During the course of primary distribution of the com pany's shares, the brokers w broker-dealers engaged therein may acquire and offer for sale and sell, such of the 2, 115,100 issued shares of the capital stock of the company presently free of escrow or herein after released from escrow concurrently with or in priority to share* purchased from the company by the underwriter-optionee pursuant to the aforementioned agreement. Therefore, such 2,115,100 chares and the 400,000 shares underwritten or optioned to the underwriter-optionee as aforesaid, in all, 2,515,100 shares, may be offered by such broker or broker-dealers subject to escrow provisions, out the further financing of the company's undertaking will be benefiltcd by the sale of its shares to the public only if and to the extent that the company's share* are pur chased from it by the underwriter-optionee pursuant to the aforementioned agreement.

20 To the knowledge of the signatories there are no other material facts which are not disclosed in the foregoing.

DATED at Toronto, this lith day of March , A. D. 1957.

' The foregoing constitutes full, true jmi j.lain disclosure of all material facts in respect of (he offering o( securities refer re'! to above as required by Section 38 of The Securities Act, (Ontario) and there is no further material information applicable other than in the financial statements or reports where required

"Alexander Robert Herbert" 'Mathew Arnold C had wick"

'Dr. Edward Hoffburg Harrison" "Dickson Bradley"

"Norman Byron Staples"

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To the best of our knowledge, information and belief, the foregoing constitute* full, true and plain disclosure of ali material fact* with respect to the offering of securities as referred to above as required by Section 18 of The Securities Act, (Ontario) and there is no further nvaterial inform ation applicable other than ia the financial statements ur re;jorts where required. In respect of matters which are not wilhin our knowledge, we have relied upon the accuracy am! adequacy of the foregoing.

Underwriter-Optionee:

METRO POUT AN MANAGEMENT CORPORATION LIMITED:

"R. E. Fasken"

"W. II. Swayxe"

Rc;Jort on Scadding-Davis

ASHER COLD MINES LIMITED

INTRODUCTION

The Scatldmg-Davii Township* property ot Asher Gold Mines Limited was not examined by the writer ,)nor to the visit made to the property on Febru ary 17th, 1957. Interest in this area has only developed during the fast year. Access to Kukagami Lake for ^respecting purpoir* depended upon a canoe route from Crerar Station, on the C.N.R., and was used mostly by trappers.

PROPERTY AND ACCESS

The Scadding-Da vis Townships property ut Asher Gold Mines Limited consists o( 11 unjiatented mining claims located on the boundary between Scadding and Davis Townships, approximately i O m iles north-east of the City of Sudburv, in the Sudbury Mining Division, Ontario, Claim numbers are: S-90794-VS-9b-97-98; S-93948-49-50-51; S-850i9-iO.

The property is readily accessible by air from Lake Ramsay, Sudbury, a distance of i \ m iles. There is also a road (rurn Crerar Station north to Scadding Township - two miles west of the claims. The northern part of this road is not open :i-r travel during the winter tune A trail leads from the road to the property

HlSTORi

Tt-e writer has no knowledge of the history of the Scadding Township Property prior to his examination except that most ol '.he surface trenching and strip? ng was done before the properly was acquired by Asher Gold Mines.

GEOIXX; t

l he claims are underlain by Hu-jnian sediments which form the basin extending from Sault Ste. Marie through the south ;iart of Sudbury and then norU to Temagami. Intruded over the Bruce member is a north-south striding sill of quartz gabbro.

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The Nipissing diabase in the Cobalt area is presumed by the writer to Le of a later age than the Nipissing gabbro in Scadding-Davis Townships, with which the Asher Cold Mines' showings are associated.

The showings on the Asher Cold Mines' property are within the Nipissing gabbro which, as previously stated, was intrude*: over the Bruce conglomer ate and limestone. This cannot be definitely confirmed at this time because of the snow mantle which makes close examination difficult, but the rocks west of Kukagami Lake and west of the showings were seen by the writer and con tained no granite pebbles. However, no evidence was noted of the Bruce lime stone which is commonly seen with the Bruce conglomerate.

The gabbro examined on the property (in which the showings occur) is a coarse grained quartz type in the form of a sill which strikes north-south along the west shore of Kuxagami Lake. The writer considers the quarts gabbro to be the same general age a* ttu norite of the Sudbury nickel eruptive. The distinguishing feature of the norite, .is comjiared with the quarts gabbro, is the presence in the norite of hypersthene fcliis|iar.

The important feature required for t!e;wiits ol economical value in or around the gabbro series is structure. The deposits of the Sudbury area are known to be associated with folding or faulting alone the norite-footwall con tacts. In tome places the footwall rocks are greenstone, in other places they are granite gneisses or sediments. The sediments are presumably of the Sudbury series. On the Ashcr Co 10 Mines' ,;ro,.crly the gabbro, as previously stated, is an intrusive sill within the Huronian sediment*, .iresumably over lying the Bruce member.

SHOWINGS

The writer 1 * examination of the ^ro..crty i ortsii'lcd of I li c exposed por tion* of two vein* carrying chalcopyrite aivl galena. A rc;x)rtcd length of 500 feet a* *et out in the report of Mr. J .S, Crotin omhc , Mining Engineer, and dated February 15th, 1956, c^ult] not be confirmed by the writer due to the mantle of mow, which amounted to 41 inches over the flat area* of the property, but exposures could be seen intermittently over j distance along the strike for 300 feet. Vein widths vary from six inches to two feet.

No direct association between the vein structure and the sediments lo the west could be noted. The veins are within the gabbro and *;),*ar to jvtrallel the gabbro-sedimentary contact*.

The writer did not sample the veins became under prevent conditions sampling could not be considered representative-.

CONCLUSIONS ant! RECOMMENDATIONS

The fault structure west of the showings on the property is sufficient'y pronounced to be considered a part of the structure being found in the Harvison Minerals' property to the south. The veins on the Asher Cold Mines' property, within the gabbro, parallel the fault structure seen to the west.

The deciding factor in recommending work on the Asher Cold Mines' property will be the economical grade over mineable widths. This can only be determined by careful sampling. The two veins are in fractures within the diabase and are well mineralized. The following is recommended:

(1) Prior to any detailed exploration programme the vein* should be carefully sampled, either by very -hallow diamond drilling or by surface channel samples. Any sampling should include the wall rock between the two veins;

(2) Contingent to the sampling the writer would recom mend an electromagnetic survey of the gabbro area on the property to cover the contact structure

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between the gabbro and the sediments. Throf line* should run east and west perpendicular tothe strike of the gabbro sill.

Respectfully submitted,

"C. F. Ennis"

C. F. Ennis. Mining Engineer.

CERTIFICATE

I, George F. Ennis, of 192 Bay Street, in the City of Toronto, of Ontario, do hereby certify thai:

(1) I am a graduate mining engineer anil my address is 192 Bay Street, Toronto. Ontario;

(2) I am a graduate of the Michig.ii> College of Mines, 1938, Houghton, Mich. . with a degree of B.Se. , and that l have practised my profession since 1938.

(3) That l have no interest, direct or indirect, in the properties or securities of Asher Cold Mines Limited, nor do l expect any interest;

(4) The foregoing report i* based ujjon my personalfield examination of the Scadding-Duvu Townihi.is property of Asher Cold Mines Ltd. , on February 17th, 1957 and front my examination of company record* and the rcjiort of J S. Crosicombc, tlalei! February 15lh, 1956.

(Signed)

"C. F . Ennn"

Province

Toronto, Ontario, February :i*l. 1957.

G. F. Ennis. Mining Engineer.

Report onThe Falconbridge Township Property

ASHER COLD MINES LIMITED

GENERAL

The Falconbridge Township property of Asher Cold Mines Limiteo was examined by the writer on February 15th and 16th, 1957. This examination was made at a time when surface exposures were mostly snow covered.

During the examination it was learned by the writer that the claims had been under dispute by Mr. Jack Larsen, of 16 Paquette Avenue. New Sudbury, Ontario. Two examinations were made of the claim lines and ;x*sts by the Mining Inspector at Sudbury, Ontario. The decision of the Mining Court was in favor o/Asher Cold Mines Limited and the claims were returned to this company.

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A recent appeal by the disputant. Mr. J. Larsen. Ka* been presented to the Supreme Court of Ontario and will be hearti by Mr. Justice Gibson in The Supreme Court of Ontario on Wednesday i February 27th. This i* a request to apply for an extension of the original appeal, which has now expired.

PROPERTY AND ACCESS

The property of Asher Ooid Mine* Limited in FrflunnW**t|n T 'Wnship consists of 11 unpatenleil mining claim* having (he number* S-8569U-9I -92-9J- 9J-95-9G-97-9H-09-85700. These tUim* are lo. j l cd in Concession V and VI. Lot* 4, 5 and 6 in Falconbridge Tow.isMp. ami .ip; roximately one mile north- past of No. 8 Shaft of the Fall onbrulge Nu ;,el Minr*. Limited .

There art* two acoes* roads, the closest i* from the Falconbridge Nickel Mine* north on (he Boujiore Lumber road for .t distance, of two miles and west LIN trail to the property. The longest, hut more readily available, is by way of (lie hiqhway to Skead, a distance of lo miles l rum Sudbury, Ontario, and south o in- mile from the East Run Nu ;el Mines' ro.nl. Al this ,XMn; .1 narrow bush road lias been cut to the Larsen property which adjoins the Asher Gold Mines' claim*. The length of this road is 2-1/2 miles.

HISTORY

The Asher Gold Mines' falconbridge Township property t* similar in history to most of the properties in that area which lie outside of the rim of the Sudbury Mining Erruptive. They were slaked and abandoned by numerous owner!) until the prices of nickel and romper made the potential worth of the smaller showing* attractive, l could not determine the amount of work done by Asher GoUl Mines, the most recent owners

GEOLOGY

The Asher Gold Mine*' property cover* a (cries ^f Precambrian rocks lying in the footwall of the Sudbury Basin. The contact along the east rim of the Sudbury Nickel Eruptive approximate 1 .- parallel* the cjua rt i - gabbro with which the nickel-copper showing* are associated. The strike of l h t- gabbro, greenstone, ant! sediments on thr Ashcr Gold Mines' claims is approximately Ni'OW. Win-r e the norite contact of the Sudbury ll.isin scries tuts north from No. li Shall oi Falconbridge Nickel Mines, there i* a sharp (oh. suggested which swings the contact l rom a north-south direction to about N70W. This change in direction i* assume; since most of the area ut covered by overburden.

The writer spent over 10 year* in the Sudbury area on exploration work, mapping ami diamond drilling of norite tonl.n t areas and the ci/i.t.ict zone* of the quart:'- i;.ibbros ir the footwall /ones ol the Sudbury Nickel Eru.-tive. Miner- alw.aluM! of economic im,)ort.incc. noted in my experience ha* been closely .1 bSGi utei! with shearing or folding along the mitlails of the quart/-gabbro sills. South ci the Asher G-ilii MineH 1 .roperty the roi ks in toman with the gabbro are predominantly Mississagi quart/ite*. In most of the writer's examinations, in lin* urea the above type ot geology ha* not been very encouraging. A [*ar- ;uular exce -lion i* thr Nukel Valley Copper Mine*' properly which lie* to the cast of the Asher Gold Mines' claim*. Here, the structural control is very pronouni eil anJ extends eastward from the south lontact of the norite at the FaUonbrit'gc Nickel Mines in the form of a broad fault. This fault follow* a cabbro-seilimeiita ry contact ami is presently being investigated Uy Slralmat Milieu Limited. The interesting feature here presented by the writer is the possible occurrence of an capilla! shear ;ialtern involving the east-west shear /one on the Nickel Valley Copper property to the cast of the Asher Gold Mines and the northwest-southeast striking minerali/cd zone on the Asher Gold Mines' claims. Also, to be noted is the .tarallel attitude between the contacts of the formations on Asher Gold Mines' property and the contact of the Sudbury Nickel Eruptive .

SHOWINGS

The writer examined the walls of the No. l pit on the Asher Gold Mines' property and the ex.-osed portion* of the contact rocks which are composed of

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quartt-gabbro on the southwest and a highly altered greenstone complex on the northeast. It is possible that the greenstone is an inclusion within the sediments. Also noted is a series of brecciated rocks to the north and east of the greenstone which may have been formed by movement of the greenstones along the more resistant sediments.

Mineralisation in the No. l pit is composed primarily of massive pyrrht - tile with lesser amounts of chalcopyrite. The amount of snow in the pit and an the comparatively flat surface of the gabbro sill prevented a careful slu-jy of the geology between the No. l (southeast) pit and the northwest extension bf the zone, which appears to extend about 2.500 feel long the strike of the gabbro-greenstone contact. The writer was alone on this examination trip and made no attempt to clear the snow from the mineralized zone except in the No l pit. There are exposed sections of the gabbro (which arc mineralizer: with pyrrhotite and chalcopyrite) northwest of the No l pit.

CONCLUSIONS and RECOMMENDATIONS

The writer considers thi* proptrty worthy of immediate d*.tailed samp ling in the pits and along the gabbro-greenstone tuntact to check previously reported assays which gave economic nit He l J rv' copper values. One samp It was taken from the No. l pit which consisted ul niaotiivi- pyrrhotite, but was not assayed .

Following the sampling, and dependent U;HJM the result* thereof, l recommend a magnetometer survey of the proper!) with continent diamond drilling along the mineralized lone and a* a test of the results of the geophysi cal survey.

Toronto, Ontario Februan ^ n-','

Re*;x.-t llully submitted,

"Ci. Y Ennis" ,

C. F Enniv, Mininu Engineer.

CERTIFICATE

l, George F. Ennis, ol 192 Bay Street, in the City of Toronto, Province of Ontario, do hereby certify that:

(1) I am a graduate mining engineer .in-i my arU.resa is 192 Bay Street. Toronto, Ontario,

(i) l a m a graduate of the Michigan {olU-gc of Mini s. ]',M8. Houghton. Mii-h' , with a m-grvv oi li Se , and that l have prarliscu my profession sinic 1V3K;

(3) That l have no initTcst, diroi'l i-r ir .in-tt. in tht- properties or *ct untie* of A"'"T fiol.J Mines Linulcil. nor 'lo l i'x ( n-il any inttTi-st.

(4) The foregoing report is b.isi-' u,.m. n.y MTMIIM! fifli! examination ut lin- Kali tinlin..-;i- I'ownstu,. i'roj.erl) of Asher Colu Mines 1.1... . jn F ebruary 15th an.; Itiih, 1957 an-^ (r.irn my rxaniii'.ilnjn ol company records am: tho rejHjri .jl J S Crjss- lornbe, ':ale t i February

Toronto, Ontario, February -JJln... "S7

"tt. F. Ennis" fi. F. Enni* M mini. Engineer

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ASHER COLD MINES LIMITED (No Personal Liability)

BALANCE SHEET AS AT FEBRUARY Z8th. I9S7

ASSETS

Cash in Bank Mining Properties:

11 unpatented mining claims in Falconbridge Twp. ,5 unpatented mining claims in Scadding Twp. and6 unpatented mining claims in Davis Twp. . all in

the Sudbury Mining Division. Ont. , acquired by the issue of 100,000 shares of the capital slock at )0f a share and the transfer of 2SO,000 shares of don ated escrowed stock at lOf per share

Preliminary and organization expensesExpenses - Exploration and Development S 1.182.00

Administration 4.321. SO

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I.SO

LIABILITIES Accounts Payable Capital and Surplus

Capital StockAuthorized 3,500,000 common ihi. |iar value S l 00 each Issued and fully paid

For properties - 1,600,000 shs. J l,600,000 00 Lens discount 90.000.00 51,510,00000

3S.OOO.OO l,OSO.00

5.503.SO

J42.155.00

5 2,SOS.00

For cash -SIS,100 *hs.

Lens discountSIS,100 481.085

00 SO 34,014.50 1,544.014.50

Surplus from donated escrowed stock 250,000 sha . valued at l Of per share

DeficitAbandoned mining claims Write off of expenses applicable

to abandoned claims Write off of equipment as per Balance Sheet as at June 30, 1946 53,063.59 Less unsettled liabil ities of the company as at June 30/46, no longer valid as per the Statute of Limi tations 1,563.07

51.500,000 00

27,863.98

25.000.00,569,014. 50

1.500.52 1.529.364.50 39.650.00542.155.00

Approved on behalf of the Board

"N. B. Staples" Director

'E. H Harrison" Director

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ASHER COLD MINES LIMITED (No Personal Liability)

Note to Balance Sheet dated February 28th. 1957

Under an agreement with the Company dated March l, 1957 Metropol itan Management Corporation Limited agreed to purchase 50,000 shares of the capital stock of the Comj^ny at 15{ per share. S7,500.00 being payable 20 days from the effective date of the Company's prospectus. The Company also granted Metropolitan Management Corporation Limited an option on 350,000 shares - 50,000 shares at 15{ payable 3 months from the effective date and 100,000 shares each at the following prices 17-1/Zf, 20{ and 50f payable 9 months, 15 months and 2) months respectively from the effective date.

The effective date of the Company's Prospectus is 22nd May, 1957.

AUDITOR'S REPORT

The records of Asher Gold Mines Limited wrrc destroyed by (ire. The last Known audited balance sheet of the com^uny, that of June 30th, 1946. and the company minute book have been used to obtain information pertaining to the company to June 1st, 1955. l note that the Company's Mining claims in Falconbridge Township Sudbury Mining Division Ontario are subject to litiga tion at this time. See Paragraph 12 oi the Comjxiny'* prospectus re this litigation.

Subject to the above, l report that l have obtained all the information ami explanations that l have required And that in my opinion the Balance Sheet of Asher Gold Mines Limited as at February 28th, 1957, is properly drawn up so as to exhibit n t rue and correct view of the Halt- of the affairs of the company as ,it February 28th, 1957, according to the best of my information and the explanation! given lo me.

Toronto, Ontario. March 5th, 1957.

"J. A. Seed" Chartered Aciountanl.

ASHER GOLD MINES LIMITED (No Personal Liability)

SCHEDULE OF EXPENSES

June 1. 1955 to February 28,1957

Exploration and Development

Engineers Report Licenses and Recording Surveys and Tests

Administration

Government feesLegalManagement IcesRentStationery and PostageStenographic Services

Travel

S 900.00276.00

____t 00

(1.182.00

S 451.77405.00

1,800.00925.00132.78150.0056.95

400.00

S4.321.50