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41J86NEe03e NOUVEL 1 7C1 NOUVEL 020

: vSHEBA MINES LIMITEDQfr^. " ' '' 1

(d)

srnuori^u* (as'of,"and date* 29th April v I960)^jf gHEBA ^1NES| V LIMITED (hereinafter callerd "the- Company"), with^head officer at Suite-W, 6 Adelaide Street East, Toronta, filed with Ontario, Securities Commission. .

The. Company vera incorporated as- a mining company under The? Ontario', Coupanie-ff Act (Part XI) by Letters Patent dated 23rd Hay, 1952, and Supplementary Letters Patent dated Ibtn January, 1957 (increasing the capital from 03',000,000.00 toj ^000 5 000,00 and changing the name- of the Company from "Overland Oils Z Minerals Limited" tor "Fha'ba Mi^es Limited).

The or.t'ice^ and directors' of the Conrpany are:-

President and Director - WILFRID COWAN, Physician, 1*4-329 Chandler Park Drive, Detroit, Michigan.

Vice-PresiJent and Director - GEORGE OLIVER LaFLEUR, Building Contractor, 2207 Midland Road, Bay City, Michigan,

Secretary-Treasurer and Director - GEORGE 1-IAXV/ELL BROW!,Physician- and Surgeon, 2257 Carroll Road, Bay City, Michigan.

Director

Director

Director

Director

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- RAY JOSEPH SABOURIN,Druggist, 710 North Birney Street, Bay City, Michigan.

- ERICK KURT GAERTMSP., Building Contractor, 5510 Gaertner Court., Bay City, Michigan.

- THOMAS GERALD WELLER, Business Administrator, IT58 North Ilan.pstead, Essexville,, Michigan.

- LEVI FRANCIS GAUVREAU, Mining Engineer, R.R.3, Port Hope, Ontario*

The Company's directors consider that there is no promoter, as such - but Cove Uranium Mines United, Suite 728,. 67 -Ycnp.o Street, Toronto (hereinafter called "Cave") awns 825,000 shares of this Company (out of which only 100,000 were vend ors' shares, the balance thereof having been purchases by Cove) and might be: deemed a promoter thereof through it y control.

Henry Barber, Mapp & Mapp, 112 Yongo Street, Toronta, are tho Company's auditors.

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The Toronto, Gontral Trusts Coirpcamtixan-, 253 Bay Street, 'Toronto-, i's the-'Company's Registrar, and Tr-ans-Cer Agent.

The Company's authorized sharer capital is ^f,000j000 comnorr shares of EC par value- orf* ftl'.OO each (of which "" shares have been issued and paid-up).

There are ncn bonds or debentures outstanding or proposed to be

(J)(k)

CD(i)

765,000 vendors 1 shares- (but ncc other securitios) ara hald in escrow by tUter said Trust Company, and vlTLl be so held until reTecse-d therefrom with the- written consent of tfie Ontar/Jo. Securities Commission1 and df the Company's Board of Directors; and shall ne* be- transferred, hypothecated or otharwise; alienated without ther said Commission's written consent', until so. released.

Thcf- shares sold for. cash tec data are: 5 shares at -SI.00 each: ^3*6,000 at 10 cents each; 200,000 ri t 12^ cents each and 95,OOO at 3 3 cents each - making total cash received for shares ^82,855.00. No commissions have been paid on the salo of shares, nor is it intended t'co pay any ccr.raissions.

No securities other than the above shares have been sold to. data.

Refer to itevn (c) above.

The particulars of the properties nov or heretofore held by tho Company arc as follows:~

(A)In the Township of Vjllobon. Province of Quebec: Dovelopnent Licences Ko, 22008 (Cert.59?OO, Claims I to J); No.22009 (Cert.59'(-98, Claims l to 3'); No.22010 (Cert.59^97, Claims l to 30; and No.22011 (Cert.59^99', Claims l to J) - which were purchased by this Company f ran S.E.Fox, 117 Old Forest Hill Rond, Toronto; E.A.Manning, R.R. No.l Hornby, Ontario; A,F. Broadley, 117 Hildenhall Road, Toronto, and D. G. McGawan, 10 Mount Royal Avenue, Toronto:, by Agroonent between then and this Company dated 8th July, 1Q^2. far 187,500 fully- paid share's of this Company, payable to each of then (a total of 750^,000 shares). These claims were subsequently trans ferred to Belcher MininR Corporation Limited, 199 Bay Street, Toronto (hereinafter called "Felcher") in consideration) of -' .31,380.25 (which wr.s t ho amount paid by Belcher in prospect ing the said claims in 1956, at this Company's request and for its benefit);

(B)This Company alsa previously purchased, far a naninal con sideration of ^8.00 from the snid S.E,Fox, E.A.Manning, A.E. Broadl'cy and B.G.McGowr.n, certain oil and gas leases and - concasslons in British Col'ur.bln, Alberta, Iforth V/est Terri tories. Saskatchewan and Manitoba respectively (all oJT which-have been dropped as, presumably having no potential value, and as not being worth further exnonscs or conniit- Kent's);

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3... /: ' /^v^.-v^^'^-^(C) ITnpatbnted mining- claims S.S.M.37979 to'/ 38608 (all: in- -

, cluslva) in Tawnffhipr. 179 Bllnd'Riveir Area,; Sault Ste. -3 Moritf Mining Division, Cntanio, which hava been pur- - chased by this Company' from Cove undoir-written agree ment of purchase; and-sale between1 thcirr, dalted 13th March, 1957, fm #15,000.00;(paid), plus-100,000 folly- paid shanos-of tMs Conpany, which have been1 allotted and issued tto Cccva.- at-. 10 cents each (vjhereaf 10.000 weue- "free", and 9"CT,000 esxirowad with Tha Toronto; Geneira-1 Trusts- Cccrporatlon until rela&sod fron escrow with the written consent- of the Ontar/i'a Socurities CoranissioiT and the Conpany's: Board of Directors, and not -to be transfonrad, hypathecate-d or otherwise alien ated without said' Commission's written consent);

(D) The Company previously grub-staked (at- a cast, of &100. pen claim) Thonas Janos Munroy, 190 Waldron Avenue,. Fl'in Plon, llanltaba, to. atoicc and record h unpatontod ccr unl'easod ninoral clains in the Slocair mining dis- tuict oT the Lardeau1 r.rining area, British Columbia, naneiy Latten, Linstan-'s View, Pedra and Bessie; and grub-staked (at a cost- to. it oJB" ^100.) Willian C. Murray, 19CT V/aldron Avenue, Flln Flon, Manitoba, to staka and record unpatcnted oar unloased ninoral claln Silver Dollar in stiid District - which 5 clc.inis haveboon dropped aa prosunr.bly having no potential values

"' fubthor cXpensbs or connitnenta.and a'S not being worth

Save cs sot cut in (l)(i) abova, there was no vendor or optionor to this Company of any property.

Save as sot out in (l)(i) above, no person cvr cor.pc.ny has received or is ta receive frorr any vendor a greater than fy interest in the shares or other consideration received or to be received by any vendor - except Belcher and Cove,

Said mining claims S.S.K.37989 to; 3'8008 are accessible? by an all-weather road running north frori the Village of Iron Bridge (the White River Highway) ta and through the property. The only exploration or development that has boon done underground or on the surface of these 20 claims (except the exploration work performed by Cove thereon, including Cove's survey) is the'work referred to in the Report thoreoir by Milton C. Halstead, P. En?.. Sault Ste. Marie, Ontario-, dated ifyfth MarcMr, 1960 (which accompanies this prospectus and tcf which reference" is hereby made). There is na surface oa? underground plant aar equipment.

The Company entered inta an- Undorwjriting-and-dption: Agreement, dated 5th September-, 1958, and extended by Agreement dated 19th Nbvenb'eir, 1958' with Harry Francois Marentotto, whoso address l:s 90^ Moy Avenue, " Windsor, Ontario (hereinafter called "the Underwriter- Optionee"), fox the puuchaso finn of ceattnin ttrensury

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^_, - j? Company entered Into) a now Uhderwuiting-and-Opticn' ^M: Agreement, dated 10th April, 1959Y with the said Undorwritor^rOptionoe ^'v- for the purchase firm of certain- treasury shares of the Company and

the optioning by It to. him of certain other treasury shares (which , option expired orr 3^rd March, 196'CT, after1 the Underwriter-Optionee had taken down and paid for the firm commitment of 50VOOO shares at 10# per shore and the first option1 of 50,000 shares at I0# each). Since said Jrd Mnrchf 196CT, the- Company has- entered into a further new Underwriting-and-Optiorr Agreement, dated1 9th April, I960, with the sirid Underwriter-Optloneo for the purchase firn by him of 50,000 stores at 1'Otf each - the whole within 15 days after the date of final acceptance by Ontario Securities Commission for filing of this pro^ spectus (hereinafter called "the effective date"). In consideration of and conditional upon such firm purchase the Company thereby also gave to. tho Underwriter-Optionee the exclusive option to. purchase the- whole or any part from time to: time af a further UOO,000 of its treasury shares within the times, far the prices nnd at the ratos of discount respectively set out below, namely:-

Due on or before -

3 months after tho effective date 6 9

1215

Price pur sim r c150

Rate of discount.

No. of sharos50,00050,000

100,000100,000100,000

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The Underwriter-Optionee proposes t'a offer nil said shares through registered dealers at r.n advance of If. per share or on a 25 per. cent, comission beals, and/or at n rate of commission1 as sot by the Toronto Stock Exchange for shares; of mining companies. Tho signa tories horetco have- been advised by the Underwriter-Optionee that the said Underwriting-and-Option agreement has been taken exclusively on his awn behalf and that thcro nre no. assignments of said agreement, nor any sub-options or sub~underwritings outstanding or proposed to be given. In the event cd' default under the said option, en amending statement will ba filed within 20 days of such default.

(o) Iti is proposed that tho proceeds from current salas of securi ties-will be expended in the further development of tho Company's claims in-Township 175, mentioned in Clause (l)(i)(C) above, and in' its general corporate expenses. Such work will prabrxbly con sist of surface prospecting and further diamond drilling. The1 future work then to follow will depend xxpon the results of the said operations.

(p) Tho Company was incorporated cor 2Jrd May, 1952.

(q) NOD indebtedness is to bo created or assumed which Is- not shown' in the balance sheet, dated 31'st December, 1959, filed with tlte.

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p;sv ;t^aa9ury^shares '(which option- expired on 19th March, 1959^, after; :, --^ ,l.;fiv'5-s': crJj;-b'oa' :'; shares KaxL beon- taken dowrr thereunder and paid far at 15 centa ;? v;;- j

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i"; ^ C6nnissl6;r and accompanying this prospectus-, except; current^-V^,.^;; ; s - ei*dino.ry .business or corporate- expenses. ' ''~''' ' ''''""'"'"''"

Ecch ; past '3'

or of f leer's principal business during th3 - ' ^ ;'is:- . . ' : ": ' ' : ' '

The' said Wilfrid Cowanr - Physician-, self-erjployod;

The said Gborgcr Oliver LaFleutp - Building Contractor, self- employed;

The said George Maxwell Brawn*

The said' Ray Joseph Sabour-irr

The said Erich Xuut Gacrtnor

The said Thonas Gerald Weller

'j said Lev i Francis Gauvreau1

(r)(ii)

- Physician* and Surgeonr, saif -employed j

- Prospector, self-enployod ~ now Druggist", self-enployed;

- Building Contractor, self- enployod;

- Business Administrator (Assistmit Production Man^- ager of Lewis Manufactur- inr Conpany, Inc. , Bay City, Michigan);

- Mining Engineer and pro spector with Belcher Min ing Corporation Linitod for 3' years endinc 31st Docenbor, 19 58 j and since then s elf -employe ri.

No director or afficoy of the Cor.pany has ever had any interest, diiect ar indirect, whether personally or as a partner in a firn, in any property acquired or to be acquir ed by the Conpiny, except as officers, directors and/or shareholders of Cove; nur has any director or officer a greater than 5# shareholding-interest in Cove, except the said Ray J. Sabourin.

(r) (ill) The aggregate remuneration paid by the Company to; directors during the last financial year w?is nil, and to- officers nil; and the amount estimated t a be paid or payable during tha current financial year to^ directors, as such, and/or off icors is nil.

(s) The Company has paid ne dividends,

(t) The only person or company, vha or which by reason of bene ficial ownership of securities off tha Company or any agree ment in writing is in a position or entitled to elect aar - cause to be elected a majority of the Company's directors, is Cove (refer to-- if err (c) c.bove). Any escrowed vendors' shares, already or hereafter transferred by tho original allottee thereof, will remain subject ta the terms of ths . said escrow, notwithstanding such transfer. There is no-, - , arrangement for the sale of vendors' shares, although free ;

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vendor1 ahaucrs wlilch uay. bd released;: ^i!^; time) nay be- sold at- tha current narlcet-pricaV.r.^

:,but'thcr proceeds will nat a-ccrua to, the' treasury of thev y :;;; /,

!\ " ;^ , ? here; are: no; o their natorial facts, so far as the' :V''t^ in tha foregoing.

The fooje^oing canrstitutes full, true and plain disclosure of all r.ioterlal fact? ih respect of the offering of securities referred t'a above as required by Section 38 of ?lic Securities Act- (Ontario), and there- is na further natorial information applicable other tharr UT the- financial statements or reports where required.

29th April, 196"a.

WILFRED COWAN- GEORGE, O. LaFLEUR GF.CRGS MAXWELL BROV/N

RAY SABOURIN" ERICH K. GA^RTNER TIIOM.\S G. WELLER L. F. GAUVREAU

Directors.

Promoters COVE URANIUM MINES LIMITED

Wilfred Cowan President.(SEAL)

Goorre Myn^ollSecretary-Treasurer

To tile best of riy knav/led^o, information and belief, the foregoing constitutes full, true and plain disclosure- of all Material facts in respect of the offering of securities referred to above as required by- Section 36 of The Securities Act (Ontario'), nnd there is no' further nat'orial information applicable' other thnrr in the financial statements or reports where required. In respect cf i.irttors which are not within? ray knowledge I have relied upon the accuracy and adequacy of tho fora- going.

DATED 29th April, I960.H.1RRY F, MAREIJTETTS

Underwriter - Ontionec.

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AUDITORS' REPORT TO THE SHAREHOLDERS

We havo exaninod the attached balance sheoit of Sheba Mines Linitod as at 31sfr Docenber 195? and the related statements of deficit: and deferred development f ran tfce date of inco^rporatioir 23'rd itoy; 1952 tcD 3fl'st Decenber 1959* Our examination included a general review of thcr accounting procedures and such tests of accounting records aird other supporting evidence as we considered necessary in the circumstances. We hiver received all the Inform ation c.nc oxplanations we raquirod.

In our opinion tlto attached balance sheet and related statements of deficit and deferred development present fairly the financial position- of the Conpimy cs at 31st Decenber 1959) and the results of its operations for t'ho period ended on that date.

HENRY BARBER, M.'^P & W

Chartered Accountants.

Toronto., lith April I960.

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Klnim* Clatosr. 20 unpatented nining cHains inthe Bl3nd -

: liivor area Sault Ste. Marie Mining Div ision-. Ontaria, acquired far ftl5}00(JiOO payable iiv cash and the issue of 100,000 sharos, valued by the directors at 10 cents per share.

Deferred npyola-pnont.

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L I ABILITIES

Account a rayabl'q

Capitnl Stock and Deficit Capital Stock (Note 1) Authorized:

^,00a,000 sharos nt a par value of ftl.OO each

Issued:?or Dining properties -

850,000 shares 0850,000.00 Loss:

Discount on shares 765.000.00 08?,000.00

For cash - 73W5 shares(100,000 shares issued

fear cash in 195?) 73^,005.00 Less:

Discount on- sharos 6^,150*00 82 v9gg.OO167-.H^

Doficit167', b 55. CO

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The notes attached hereta fGcm an integral part of the balance- sheet, and should be read in conjunction therewith.

Approved on behalf of the Bonrd:

WILFRID COV/AF, Director GEORGE MAXVffiLL BROWN, Director.

lith AuyiJ. I960.

SHEBA MINES LIMITED

NOTES TO FINANCIAL STATEMENT

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The Company entered into an Uhderwriting-Option Agreement', dated 9th April I960 whereby the Underwriter-Optionee pur chased 50,000 of the Company's treasury shares at 10 cents each payable within fifteen days after the acceptance for filing of the Company's prospectus by the Ontario Securities Commission (the effective date).

In consideration of the said firm purchase the Company gave the Underwriter-Optionee an exclusive option to purchase the whole or any part from time to tirne of a further ^00,000 of its treasury shares on the following terms:

i::Amount Price Number Payable Per Share of Shares Option Due, Date

3 7,5007,500

17,50020,00025,000

'377,506

1515

50,000 3 months after the effective date50,000 6 months after the effective date

100,000 9 months after the effective date100,000 12 months after the effective date100,000;lp months after the effective date

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of 12 nining clair.is in Province of Quebec, 073,619.75'.|ff^^:originally acquired for the issue of 750,000 shares, . :

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4il^ ; Loss on nbrndonraent of interest in royalties and oil ,/C^/v'i :ancl nineral rights in British Columbia, Alberta, o ^IM"t;;^nitoba and Korth West Territories-, 0* QO v

Fiolc1. Expenses - on abandoned interest in royalties- andoil and mineral rights in British

' Columbia, Albertn, Manitoba and North West Territories,

Gravity meter survey &10,500.20 Radio activity survey ?)P?3.6o Pornit rentals1

Less: Refund of work perfon.ianco deposit

Field Expenses - on r.ininc claims in the Province of Quebec.J COO'-*^*'1ti ^T^l T*f rtT* rf 4k-jOvOO .1 v* J * v " \*J J. it

LicencesExploration o.nC. procpecting

Adi.iinistrativo and General Expenses:Ho r; ci Of f .ree idr.iinistrntionLegal and auditTransfer agonts 1 foes and expensesDirectors' feesGonoralTr.?velTelephone and Telegraph Prospectus expense

Incorporation Expanses

Deficit, 31st Decenber 1959 '

17,093.10 2,500.00 1^,593.10

If 00.00 l, O1 MD. 00 1^80.25 2,820.25

3,053.95 6,0^2.87

317.3^ 360.00

1,30^.26 l lM*.lf2

105.79.150.90 13,169.53

3,^89.75

STATEMENT OF

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DEVSLCPMISNTK 0.'.TE OF IHCORPOR.ITIOW

23RD tl'A~1952 TO list DECEMBER 1959.

Field Expenses - on mining claims in the Province of OntarioDonsultr.ntc 1 feus 32,759.88Cost of licences VJH-.OOExploration and ^rospcctinc 11,9^3.^5 :Land survey if,000.00

41J86NE0e38 NOUVEL17Ct NOUVEL

THE MINING PROPERTY HELD BY SHEBA MINES TOWNSHIP 175, SAULT STE. MARIE MINING DISTRICT OF ALGOMA, ONTARIO, CANADA.

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Sheba Mines Limited holds twenty surveyed but unpatented raining claims in Township 175. The White River and White River road pass through the north west part of the property about twenty three miles north of the Town of Iron Bridge, Ontario,..r. The claims were surveyed, mapped geologically and a Scintillo-' meter Survey has been made covering the property in addition to sur face work on a copper vein and 1,73.8 feet of diamond drilling in 1957.

During 1958 a program of surface work was carried out on the radioactive anomalies Including bulldozing and rock trenching. The- work shows that low values in Uranium U308 are to bo found over a wide area.

The radioactivity is found in the conglomerate overlying the argillite. It is possible that these are upper beds and that conglom erate beds may be found at the lower contact with the basement rocks. Therefore, I have recommended that a diamond drill hole be drilled to the lower contact. A three thousand foot hole will cost approximately Sl6,000.00 at today's prices for deep hole drilling in ,tho uranium area.

PROPERTY

There are twenty unpatented and contiguous mining claims held by the Company, all are located in Township 175, Sault Ste, Marie Mining Division. District of Algoma, Ontario, Canada, and numbered SSM 37989 to SSM 3^008 inclusive. The group of claims was surveyed in 1957 and makes up a total of 755*86 acres, more or less.

ACCESS

The property lies about 23 miles north of the town of Iron Bridge, Ontario, and is reached via the White River Highway which crosses six of the northern claims of the twenty claim property,

GEOLOGY

The property is underlain with pink quartzite and conglomerate, and about Ho foot down a very steep cliff at t ho south of claim SSM 38007 there is a thick bed of argillite underlaying the conglomerate. The conglomerates above the bed of argillite is radioactive. There fore it is possible that the rocks are of the Mississagi formation while two to three hundred feet below and south of the cliff which is along the strike of a strong fault the rock formation is Gowganda.

There is a quart?, vein mineralized with chalcopyrite. It strikes north 80 0 West and can bo seen at various points for a distance of 1,000 feet from the south boundary of claim SSM 38Q22. and then to the west of claim SSM 38003 where it disappears under^neavy overburden.

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GEOLOGY

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Ifel^f^^' : ^' The'"quartz chalcopyrite (Copper) vein referred to above had three ; •*""-'-'''* - ;hes blasted out at 50 foot intervals. This work was done in the :

fall of 1956.

Trench No. l showsTrench No. 2 showsTrench No, 3 shows

.63^ Copper across?5 feet. 2.6 i* Copper across 5 feet. 2.0 # Copper across 5 feot.

Tho heavier copper mineralization lies along the north side of tho vein formation.

Possibly the 15 feet lying along the side of the main quartz vein should be classified as wall rock, in it there is numerous small quartz veins i to l inch in width, all carry chalcopyrite mineraliza tion. The overall grade of this 15 feet is below .25^ Copper.

During the winter of 1957, 1,718 feet of diamond drilling was done. Nine shallow holes were drilled and eight of these intersected tho vein structure. Drilling shows that the vein is made up of numer ous small quartz veinlets mineralized with chalcopyrite. The veinlets are in red quartzite close to tho conglomerate contact.

Hole No Hole No Hole No

Hole No. l shows 2 feet of 1.0^5 Copper and 5 feet of .210 Copper

2 shows 6 feet of ,50# Copper 7 shows 8 inches of 3.95# Copper 9 shows 2.7 feet of ,17# Copper

l.M- feet of ,8M-# Copper 3A feet of .535? Copper

This shows that the narrow veinlets in themselves will show good copper values but when wider sections are taken values drop down to about . 5# Copper or less.

Tho vein structure is strong and should continue west across the property, which continues for approximately three quarters of a mile. The V/hite River fault lies approximately one and a quarter miles west, this nay have some bearing on the ore deposition. It is quite possible that the structure might tighten up and instead of numerous voinlets you will find a fairly solid quartz vein mineralised with chalcopyrite that could be of ore grade.

A Scintillometer Survey of the property was made by Trans-Con- tinental Geophysics Limited. It shows radioactive anomalies on claims SSM 37998, 3o003, 38007, 38001, 38008, 38005, 38002 and 37996.

OLD WORK

There is no evidence of old work having been done on this property prior to its acquisition by the present Company.

NEW WORK

The geology of the property was mapped in 1956.The work on the copper vein is described under Economic Geology.In 1958 a Scintillometer Survey was carried out as reported above.In the summer of 1958, the areas giving the highest radioactive

readings were bulldozed and trenches blasted out of the underlying rock formation. .

Sampling gave low uranium values in the conglomerate above the argillites.

. ..' -.

Ii*IP

-' - '.s; . . . . ' - . . . .- . . y--, . ,. ...

^ Thoron is,' hot ; sufficient timber on the property for a mining opera-however, It is available in the area. - :

There is an ample supply of water in the White River for any type of mining operation as the river runs close and about parallel to the north boundary of the property. '

POWER

The Ontario Hydro Power Commission 33,000 volt power lines are located eleven miles south west of the property.

CCNCLUSIUNS AND RECOMMENDATIONS

I an recommending that 1,000 feet of additional diamond drilling be done to check tha copper vein along its strike to the west of the present drilling.

I am also recommending that a diamond drill hole be spotted on claim SSM 38008 and drilled vertically to the basement contact to chock for uranium.

The estimated cost of the above drilling at present day prices for diamond drilling is #20,000.00 and I am recommending that the Company provide funds for this purpose.

Respectfully submitted,

Ir* i&v

Dated:March 23, 1959.

H. C. Halstead, B. Se., P.Eng.

CERTIFICATION

I, Milton C. Halstead, of the City of Sault Ste. Marie, Ontario, Canada, hereby certify:

1. That I am a Mining Engineer with offices at Suite 12, 60U Queen Street East, Sault Ste. Marie, Ontario.

2. That I am a graduate of the University of Manitoba, B.Se. (1929), and a member of the Association of Professional Engineers of the Province of Ontario.

3. That I h^.ve no Interest either direct or indirect in the property or securities of the Company and that I do not oxpect any interest in the property or securities of the Company, Sheba Mines Limited.

^. That I was in charge of the surface work covering bulldozing and trenching done during 1958. No further work has been done on tho property since my last visit in September 1958.

5. That no old workings were found on this property.6. That this Certificate applies to the following

raining claims: SSM 37989 to SSM 38008 inclusive, all located in Township 175* Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada.

Dated: March 23j

M.C. Halstead, B.Se.,.P.Eng.

1959.

i?i,f *I!

V-*'""'f?' "

l

(d)

(e)

(f)

PROSPECTUS (as of, and dated 29th April; 1959)' of SHEBA MINES ' -^ LIMITED ̂(hereinafter called "the Company"), with head office,-at Suite U09, 6 Adelaide Street East, Toronto, fned with Ontario1 Securities Commission. . t r '

The Company was incorporated as a mining company under The Ontario Companies Act (Part XI) by Letters Patent dated 23rd May, 1952, and Supplementary Letters Patent, dated 18th January. 195/ (increasing the capital from S3jOOO,000.00 to 0^,000,000.00 and changing the name of the Company from "Overland Oils A Minerals Limited" to "Sheba Mines Limited").

The officers and directors of the Company ares-

President and Director

Vice-president and Director

RAY JOSEPH SABOURIN, Druggist, 710 North Birney Street, Bay City, Michigan.

GEORGE OLIVER LaFLEUR, Building Contractor, 2207 Midland Road, Bay City, Michigan.

Secretary-Treasurer and Director GEORGE MAXWELL BROWN, Physicianand Surgeon, 2257 Carroll Road, Bay City, Michigan.

OTTO FREDERICK JENS, Physician and Surgeon, 1506 Prairie Ave., Essexville, Michigan.

DOUGLAS BANKS, Prospector and Mine Developer, 59-Valecrest Drive, Toronto lo, Ontario.

ERICH KURT GAERTNER, Building Contractor, 5510 Gaertner Court, Bay City, Michigan.

JOHN MURRAY, Prospector,190 Waldron Street, Flin Flon,Manitoba.

Director.

Director.

DiredtB? tfv^ 0

OF

Director

o**- "^' o*--

The Company's directors consider that there is no promoter, as such - but Cove, mentioned in (l)(i)(C) below, owns 825,000 shares of this Company (out of which only 100,000 were vendors 1 shares, the balance thereof having been purchases by Cove) and might be deemed a promoter thereof through its control.

Henry Barber, Mapp A Mapp, 112 Yonge Street, Toronto, are the Company's auditors.

The Toronto General Trusts Corporation, 253 Bay Street, Toronto, is the Company's Registrar and Transfer Agent.

The Company's authorized share capital is *f,000,000 common shares of a par value of #1.00 each (of which 1,^-81,005 shares have been

r;';?^^ . :--tiS

HI*"t-.-i?v' ( *, -iKR-SM*v..--:-:pfefei' 1*I5r ;y4e*v:.'-....',;.v'

(1)

li;.

Issued and paid-up).

There are no bonds or debentures outstanding or proposed to be'••'ils'SUed. ' ' ' . . ' , ' ' . ' '. ;"' ' ; ^ -: :': ': ""-' ' '; ;

765,000 vendors' shares (but no other securities) are held in escrow by the said Trust Company, and will be so held until released therefrom with the written consent of the Ontario Securities Commission and of the Company's Board of Directors; and shall not be transferred, hypothecated or otherwise alienated without the said Commission's written consent, until so released.The shares sold for cash to date are: 5 shares at Si.00 each: 336,000 at 10 cents each; 200,000 at 12^- cents each and 95,000 at 15 cents each - making total cash received for shares 372,855*00. No commiss.!ons have been paid on the sale of shares, nor is it intended to pay any commissions.No securities other than the above shares have been sold to date. Refer to item (c) above.

(l)(i) The particulars of the properties now or heretofore held by the Company are as follows:-

(A) In the Township of Villebon. Province of Quebec: Development Licences - No. 22008 (Cert.59500,Claims l to 3); Ho.. 22009 (Cert. 59^98, Claims l to 3); No 22010 (Cert. 59^97, Claims l to 3); No. 22011 (Cert. 59^99, Claims l to 3) -which were purchased by this Company from S. E. Fox, 117 Old Forest Kill Road, Toronto; E. A. Manning, R.R. No.l. Hornby, Ontario; A.E. Broadley, 117 Mildenhall Road, Toronto, and D. G. McGowan, 10 Mount Royal Avenue, Toronto - by Agreement between them and this Company, dated 8th July, 1952, for 187,500 fully-paid shares of this Company, payable to each of them (a total of 750^000 shares). These claims were subsequently transferred to Belcher Mining Corporation Limited, 199 Bay Street, Toronto (hereinafter called "Belcher") in consider ation of ^1,380.25 - which was the amount paid by Belcher in pro specting the saicl claims in 1956, at this Company's request and for its benefit.

(B) This Company also previously purchased, for a nomonal consid eration of ^8.00, from the said S.E.Fox, E.A.Manning, A*E.Broadley and D.G.McGowan, certain oil and gas leases and concessions in British Columbia, Alberta, North Vest Territories, Saskatchewan and Manitoba respectively (all of which have been dropped as. presumably, having no potential value, and as net being worth further expenses or commitments).(C) Unpatented mining claims S.S.M.37989 to 38008 (all Inclusive) in Township 175 Blind River Area, Sault Ste. Marie Mining Division, Ontario, which have been purchased by this Company from Cove Uranium Mines Limited. Suite 828. 67 Yonge Street, Toronto (here inafter called "Cove") under written Agreement of Purchase and Sale between them, dated 13th March, 1957, for &L5,000,00 (paid), plus 100,000 fully-paid shares of this Company, which have been allotted and issued to Cove at 10 cents each (whereof 10,000 were "free",

^:,*!t-v,v'\u1 iyj.4. i-oAoaowu j..i-wiu escrow, with the written consent of the Ontario |S^fl^'v;;^ Securities Commission and the Company's Board of Directors, and gjtiif v " ^'not to be transferred, hypothecated or otherwise alienated without ^!^-r-. -/said Commission's written consent).?l? :; v (D) The right to receive (subject to the Company's receiving a 1;; :f ; Miner's Licence in British Columbia), from the staker thereof, i];;'' Thomas James Murray.. 190 Waldron Avenue, Flin Flon, Manitoba, r - i transfer of the^ following ^ unpatented or vjileased mineral claims ' r ' in the Slocan mining district of the Lardeau mining area, British * Columbia:- Latt^n (Tag No. 2886^2); Linson's View (Tag No. 2886^1); - Pedro (Tag No. 2886^0): and Bessie (Tag No. 288639); and the right to secure transfer of Silver Dollar claim (Tag No. 288636) in said district from the staker thereof, William C. Murray, 190 Waldron Avenue, Flin Flon. Manitoba - said claims having been grub-staked by this Company at a cost, to be paid by it, of 0100.00 por claim,(l)(ii) Save as set out in (l)(i) above, thoiewas no vendor or optionor to this Company of any property.(D(iii)Save as set out in (l)(i) above, no person or company has received or is to receive from any vendor a greater than 5# interest in the shares or the consideration received or to be received by any vendor - except Felcher and Cove.(m)(i) Said mining claims S.S.M.37989 to 38008 are accessible by anall weather road running north from the Village of Iron Bridge (the White River Highway) to and through the property. No work has been done on said claims either underground or on surface, except the exploration work recently and currently performed by Cove thereon (including their survey). There is no surface or underground plant or equipment thereon. Except as aforesaid, the present management has not done any work or made any improvements on said 20 claims.(m)(ii) Said 5 British Columbia mineral claims are accessible by atrail leading to the property from the Village of Gerrard (which is on a Government Highway). No work has been done by this Company on any of these 5 claims - nor will any be done until the claims have been examined and reportec1 upon by an engineer or geologist, as soon as weather permits,(n) The Company entered into an Underwriting-and-Option Agreement, dated 5th September, 1958 (extended by Agreement dated 19th November, 1958) with Harry Francois Marentette, whose address is 90^ Moy Avenue, Windsor, Ontario (hereinafter called "the Under writer-Optionee"), for the purchase firm of certain'treasury shares of the Company ahd the optioning by it to him of certain other treasury shares (which option expired on 19th March. 1959) after 95)000 shares had been taken down thereunder and paid for at 15^ per share).

The Company has since entered into a new Underwriting- and-Option Agreement, dated 10th April, 1959* with the said Underwriter-Optionee for the purchase firm of 50,000 shares at each - the whole within .15 days after final acceptance by the Ontario Securities Commission for filing of this prospectus (hereinafter called "the effective date").

consideration of and conditional upon such finn :/ : ,;- 5 's^purchaso -.the Company thereby also gave to the Underwriter-Optionee ; jv^r- ' ' thqft exclusive option to purchase the whole or any part from time , f^fe'' - : V/ ^ to time of a further 750,000 of its treasury shares within the times, for the prices and at the rates of discount respectively set out below, namely:-

II,:•

(o)

(p)(q)

Price per Share

100

15? 17*0

Rates of Discount

g*80

No. of Scares

50,000

100,000200,000200,000200,000

Due on or Pefore

3 months after the effectivedate

6 9

1215

KM

It

It

II

II

It

II

tt

II

II

II

it H

The Underwriter-Optionee proposes to offer all said shares through registered dealers at an advance of l cent per share or on a 25 per cent., commission basis, and/or at a rate of commission as set by the Toronto Stock Exchange for shares of mining companies. The signatories hereto have been advised by the Underwriter-Optionee that the said Underwriting-and-Option Agreement has been taken exclusively on his own behalf and that there are no assignments of said agreement, nor any sub-options or sub-underwritings outstanding or proposed to be given. In the event of default under the said option, an amending statement will be filed within 20 days of such default.

It is proposed that the proceeds from current sales of securities will be expended in geological and engineering services, diamond- drilling and surface prospecting and exploration and in the Company.'s general corporate expenses. The future work to follow will depend on the results of said operations. It is also intend ed that work will be done on or for all the Company's claims, to keep thorn in good standing in respect of assessment work.The Company was incorporated on 23rd May, 1952.

There is no indebtedness to bo created or assumed which is not shown in the balance sheet, dated December 31st, 1958, filed with the Commission and accompanying this Prospectus.

Each director's or officer's principal business during the past 3 years is:-

The said Ray Joseph Sabourin - Prospector, self-employed, nowDruggist, self-employed.The said George Oliver LaFleur - Building Contractor, self-

cm ployed.The said George Maxwell Brown - Pliysician and Surgeon, self- employed.The said Otto Frederick Jens - Physician and Surgeon, self-

employed. The said Douglas Banks - Prospector and Mine Developer, self-

eniployed.The said Erich Kurt Gaertner - Building Contractor, self-employed. The said John Murray ~ Prospector, employed by Cove Uranium Mines

Limited.

officer of the Company has ever had any- interest'^ /indirect, whether personally or as' a partner; in a1 f irm,'; -property acquired or to be acquired by the Company,; exceptjrs,-directors and/or shareholders of Covej nor has any s,^ v,.,;, . --- or officer a greater than 5 per cent,, shareholding- 'jjjlljpj?-- ;'v^l'-t ̂ ^*eres* *n Cove, except the said Ray J. Sabourin.

(u)

(v)

aggregate remuneration paid by the Company to directors during the last financial year was nil, and to officers nilj and the amount estimated to be paid or payable during the current financial year to directors, as such, and/or officers, is nil.The Company has paid no dividends.The only person or company, who or which by reason of beneficial' ownership of securities of the Company or any agreement in writing is in a position or entitled to elect or cause to be elected a majority of the Company's directors, is Cove (refer to item (c) above). Any escrowed vendors' shares, already or hereafter trans ferred by the original, allottee thereof, will remain subject to the terms of the snid escrow, notwithstanding such transfer. There is no arrangement for the sale of vendors' shares, although free vendor's shares and vendors' shares which may be released from time to tine mny be sold at the current market-price - but the proceeds will not accrue to the treasury of the ,Company.There are no other material facts, so far as the signatories hereto are aware, not disclosed in the foregoing.The foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above he required by Section 30 of The Securities Act (Ontario), and there is no further material information applicable other than in the financial statements or reports where required.

PromoterCOVE URANIUM MINES LIMITED:

RAY J. SABOURIN President,

DATED 29th April. 1959.OTTO FREDERICK JENSGEORGE 0. LaFLEURERICH K. GAERTNERRAY J. SABOURINDOUGLAS BANKS GEORGE MAXWELL BROWNGEORGE MAXWELL BROWN Secretary-Treasurer,JOHN MURRAY by his Agent and Attorney DOUGLAS BANKS

Directors.To the best of my knowledge, information and belief, the foregoing con stitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required by Section 38 of Tho Securities Act (Ontario), and there is no further material inform ation applicable other than in the financial statements or reports where required. In respect of matters which are not within my Knowledge I have' relied upon the accuracy and adequacy of the foregoing.DATED 29th April, 1959.

S?' ^-"l"v'#Y-"*-'triw.-fe^-;; :

K4':

HARRY F. MARENTETTE,

Underwriter-Optionee.

|^P^i^^-^:^v^ *-

f-;:-;- j AUDITORS' REPORT TO THE SHAREHOLDERS :

-.We have examined the attached balance sheet of Sheba Mines Limited "as at 31st December 1958 and the related statements of deficit and deforred development from the date of incorporation 23rd May 1952 to 31st December 1958. Our examination included a general review of the accounting procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances. We have received all the information and explanations wo require.

In our opinion, the attached balance shoot and related statements of deficit and deferred development present fairly the financial position of the Company as at 31st December 1958, and the results of its operations for the year ended on that date.

HENRY BARBER, MAPP A MAPP,

Chartered Accountants.Toronto, 10th April 1959.

IS&'y,*"-".'-.;

l^iflll^^i^^m^:--:^^'-•fyy^^.'^i' : :^":.- "--^ :; :;,;v';v--r ; : :-: /. r :-"- - :. :-rt"i-^-^:\ i^m^m^:^-: •• :;^;{^ytww^' ̂BALANCE SHEET- r- Y : ':... -Y . ' ' f.^/-.'.'. - ^AS AT •-•' "31ST DECEMBER 19 58

ASSETSCash;in bank

Accounts Receivable

Mining Claims20 unpatented mining claims in the Blind River area Sault Ste. Marie Mining Divis ion, Ontario, acquired for Si?, 000. 00 payable in cash and the issue of 100.000 shares, valued by the directors at 10 cents per share.

Deferred Development

.00

25,000,00l 2,^.03 37, W. 03

LIABILITIES

i

Accounts Payable

Capital Stock and Deficit Capital Stock (Note 1.) Authorized:^,000,000 shares at a par value of SI.00 each.

Issued: For raining properties -

850,000 shares Less: Discount on shares

For cash - 631*005 shares (126,500 shares issued for cash in 1958)

Loss: Discount on shares

Deficit

Approved on behalf of the Board:

GEORGE MAXWELL BROWN, Director.

OTTO F. JENS, Director.

Toronto, 10th April 1959.

S850,000.00 765.000.00

631,005.00558,150.00

S 377.05

85,000.00

72.855.00157,855.00 10^.802.56 53,052.'

53,^29.^9

s^^;:'f.o-"'.*, : . g^*M4!-^-v'-f^JS..Ww.'^::-i. V :

11: : . : : . SHEBA MINES LIMITED

NOTES TO FINANCIAL STATEMENT

1. The Company entered into an Underwriting-Option Agreement, dated 10th April 1959 whereby the Underwriter-Optionee purchased 50,000 of the Company's treasury shares at 10 cents each payable within fifteen days after the accept ance for filing of the Company's prospectus by the Ontario Securities Commission (the effective date).In consideration of the said firm purchase the Company gave the Underwriter-Optionee an exclusive option to pur chase the whole or any part from time to time of a furth er 750,000 of its treasury shares on the following terms:Amount Payable

S 5,000 15,000 5,000

Price Number Per Share of Share; .Opt ion JXre Pat e

10152025

50,000 3 months 100,000 6 months 200,000 9 months 200,000 12 months 200.000 15 months 750,000

after the after the after the after the after the

effective date effective date effective date effective date effective date

NOTE 2. The Company has acquired the right to five raining claims in British Columbia for grub-staking costs of 3100.00 per claim. These claims are not recorded in the narae of the Company.

STATEMENT OF DEFICIT^ FROM DATE OF INCORPORATION MAY 1952 TO 31ST

sale of 12 mining claims in Province of Quebec, ^ acquired for the issue of 750,000 shares S 73,619.75

8.00

Loss oh abandonment of interest in royalties and oil \'; and mineral rights in British Columbia, Alberta, i i Manitoba and Northwest Territories

310,500.202,093.68

TT, 0^3710 2,500*00

Field Expenses -on abandoned Interest in royalties and U oil and mineral rights in BritishColumbia, Alberta, Manitoba and Northwest Territories. Gravity meter survey

Radio activity survey Permit rentals

Lesst Refund of work performance deposit

Field Expenses - on mining claims in the Province of Quebec. Assessment work Licenses Exploration and prospecting

Administrative and General Expenses Head Office administration Legal and auditTransfer agents' foes and expenses Directors' fees General TravelTelephone and telegraph Prospectus expense

Incorporation Expenses

Deficit, 31st December

.00 1,OVO.OO 1.380..2S

2', 853. 9 5^, 565. 39

619.29360.00

73.05105.79350.90

593.10

2,820.25

10,792.712,968.75

STATEMENT OF DEFERRED DEVELOPMENT

FROM DATE OF INCORPORATION 23RD HAY 1952 TO 31ST DECEMBER 1958

Field Expenses - on mining claims in the Province of OntarioConsultant's fees S 1,787.83Cost of licenses 209.00Exploration and prospecting 6,^97.20Lnnd 5Ui-vey 4,000.00,

-. . ...'.. ', f '~ ^ , . ' ,, /::viAVVl: ,-'Vi':-.;i,v'i1^/'.'1^^ ,*

'WlS^.*Mtyttt*:'^X t'' i/.,* 'V *'- -:', - Ite:i4^m;:^:;'::5-; "-'f K- i'.' R A TTT.T i

M{t&x'rt**j*-'.?';

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te

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MINING PROPERTY HELD BY SHEBAj MINESIN TOWNSHIP ''-IWv^l 'A'lMf

SAULT STE. MARIE MINING DIVISION l f l|^^;OF^^^ CANADA.

stititi^ . -.'••-•' ,- ' ";:A^:: -:, -- v- - ';: ••^' ;: o. V -' '' - '-"'' '-''i'.:-^::' ' '' - r.' : .--- '..^ ' . ' . .'. ; '-- -..•pl^l^Sheba Mines Limited hold a group of twenty claims in Township 175, Sault Ste. Marie

Division. The claims were surveyed during the past year.In the. winter of 1957, 1,718 feet of diamond drilling was done on the copper vein; The

is made up of numerous small parallel quartz veinlets mineralized with chalcopyrite. The between the veinlets is altered red quartzite which cuts down the average copper content

':]l making it low grade. ;- The property extends three quarters of a mile west and it is possible that this vein

v structure will tighten up making a solid quartz vein with higher copper values.l have recommended that the Company have an Electro Magnetic Survey made of the

three western claims to check the western extension of the copper vein. The Survey will cost the Company 5800.00 and indicate what further work should be done on the vein.

The central and northern part of the property shows higher than normal background radioactive readings. Some surface trenching to expose the underlying rocks for sampling should be carried out this coming summer.PROPERTY

There are twenty unpatented and contiguous mining claims held by the Company, all are located in Township 175, Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada, and numbered SSM 37989 to SSM 38008 inclusive. The group of claims was surveyed in 1957 and makes up a total of 755.86 acres, more or loss.ACCESS

The property lies about 23 miles north of the Town of Iron Bridge, Ontario, and is reached via the White River Highway which crosses six of the northern claims of the twenty claim property.GEOLOGY

The property is underlain with quartzite and conglomerate of the Gowganda formation. The geology of the property was mapped in 1956. It shows a reddish quartzite lying along the northern claims with a flat plateau covered by heavy overburden which takes in the central group of claims. The outcrops on the southern claims of the group are conglomerate.

There is a quartz vein mineralized with chalcopyrite. It strikes north 80 0 west and can be seen at various points for a distance of 1,000 feet from the southern boundary of claim SSM 88007 and then to the west on to claim SSM 38003 where it disappears under heavy overburden.

Radioactive readings of several times background are obtained across the central and part of the northern claims. No drilling has been done to check for the source of the radio activity to date.ECONOMIC GEOLOGY

The quartz chalcopyrite (copier) vein referred to above had three trenches blasted out at 60 foot intervals. This work was done in the late fall of 1966.

Trench No. l shows .63 '/v Copjxir across 5 feet. Trench No. 2 shows Z .6% Copper across 5 feet. Trench No. 3 shows 2.0 # Copper across 5 feet.

grade of thJs 15 feet is below .25 Jo Copper/1,718 feet of diamond drilling was done. Nine shallow holes^KjAgwere drilled and -eight" of these; intersected the vein structure. Drilling shows that the vein is " up of numerous email quartz yeinlets mineralized with chalcopyrite. ITie veinlets are in ;:?red ; quartzite close to the conglomerate contact. :^

^' 'r v's Hole No. l shows 2 feet of J.04% Copper: ^'; ::-'C and 5 feet of .21?o Copper -- cli : . Hole No. 2 shows 6 feet of .50^ Copper ^ -1 *

o - ; ; Hole No. 7 shows 8 Inches of S.95% Copper —- "' C o ,: Hole No. 9 shows 2.7 feet of .179& Copper .

1.4 feet of .84^0 Copper \M* 3.4 feet of .53^ Copper

This shows that the narrow veinlets in themselves will show good copper values but when wider sections are taken values drop down to about .596 Copper or less.

The vein structure is strong and should continue west across the property, which continues for approximately three quarters of a mile. The White River fault lies approximately one and a quarter miles west, this may have some bearing on the ore deposition. It is quite possible that the structure might tighten up and instead of numerous veinlets you will find a fairly solid quartz vein mineralized with chalcopyrite that could be of ore grade.

I am recommending that an Electro Magnetic Survey be made of the three claims ,to the west, and if the results are sufficiently good to warrant further diamond drilling, that it be then authorized by the Company.

Vein conditions exactly as outlined above exist on the Abbican property about 1J4 miles west and ^4 of ft mile to the south. The writer was in charge of the Abbican drilling.

Higher than normal background radioactive readings are obtained by Scintillometer across the central part of the property which is covered by heavy overburden. I am recommending that this be trenched at several spots so as to check and assay the underlying rock.TIMBER

There is not sufficient Umber on the property for a mining operation.WATER SUPPLY

The White River crosses the northwest claims of the property, it will supply ample water for any mining operation.POWER

The Ontario Hydro Electric Power Commission high voltage lines are located eleven miles south of the property.OLD WORK

There is no evidence of old work having been done on this property prior to its acquisi tion by the present Company.NEW WOiRK

The geology of the property was mapped in the fall of 1956, and check for radioactivity.The copper vein discovered in mapping the property had three trenches blasted out at

50 foot intervals and further work on the vein was discontinued because of winter weather.In January, February and March 1957, 1,718 feet of diamond drilling was done on

the east end of the copper vein.m::- ^.

'•S^VV-SS:^''*''- -.V/' * 'ij -*? B"i;? -i",'^

. ,. ... well defined structure, flt is a mass of smair quartz ; chalcopyrite, they are not close enough -together to make ore. This ; tighten up further west and I ami recommending that an Electro Magnetic-Sur- 'veyl-be made;of the^three claims lying west of the present copper showing and that further jdiamondjdrilling: be done if,the survey indicates the continuation of the vein through the ' '' '

rft v te,

geophysical survey will cost approximately 1800.00 including the necessary line

•S^f?^'^ U am recommending that several trenches be made in the overburden covering the central fi;;t:;claims so that the underlying rocks can be checked for radioactivity. By using a bulldozer this*)v ^ work should cost approximately |500.00.^;;; v '-I am recommending that the Company provide the necessary funds to carry out this .fvr A further exploration on the property.' ' Pi,' ''/f' ' - ' ' f . ':.?; Rospectfully submitted,

M. C. HALSTEAD, B.Sc., P. Eng.Dated:March 8th, 1958.

li:'

VTv:'-''

^,: '.'' '

CERTIFICATIONI, Milton C. Halstead, of the City of Sault Ste. Marie, Ontario, Canada, hereby certify:1. That I am a Mining Engineer with offices at Suite 12, 604 Queen Street East, Sault Ste. Marie, Ontario.

2. That I am a graduate of the University of Manitoba, B.Sc. (1929), and a member of the Association of Professional Engineers of the Province of Ontario.3. That I have no interest either direct or indirect in the property or securities of the Com pany and that I do not expect any interest in the property or securities of the Company, Sheba Mines Limited.

b. That the accompanying report is based on jxjrsonn! examination of the property on November 25th, 26th, 27th, and December 6th, 1956, and January, February, March and May, 1957.5. That no old workings were found on this property.C. That this Certificate applies to the following mining claims: SSM 37989 to SSM 38008 in clusive, all located in Township 175, Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada.

M. C. HALSTEAD, B.Sc., P. Eng.

Dated:March 8th, 1958.

(c)

FStvs#.--::M-'.y:-

m'. I K -

lil

(d)(e)

(f)

(g)

. s The Company was incorporated as a mining ;;?(Part XI) by letters patent dated 23rd May, l

(i)

(j) (k) (1) (i)

dated 18th January, 1957 (increasingH changing the name of the Company from "Overland Oils A Minerals Lim)ted'''"to ! •; ;. Mines Limited"). GEOLOGIST,

ies Act ent,

ipawviand rals Limited

ONT. DEPT. QR MINESThe officers and directors of the Company are^AULT. STE. MARIE, O NTiPresident and Director RAY JOSEPH SABOURIN, Druggist,

710 North Birney Street, Bay City, Michigan.Vice-President and Director GEORGE OLIVER LAFLEUR, Building Contractor,

708, 6th Avenue, Bay City, Michigan.Secretary-Treasurer and Director GEORGE MAXWELL BROWN, Physician and Surgeon,

2257 Carroll Rd., Bay City, Michigan.Director OTTO FREDERICK JENS, Physician and Surgeon,

1506 Prairie Ave., Essexville, Michigan.Director DOUGLAS BANKS, Prospector and Mine Developer,

69 Valecrest Drive, Toronto 18, Ontario.Director ERICH KURT GAERTNER, Building Contractor,

106 Salzburg Road, Bay City, Michigan.Director J OHN MURRAY, Prospector,

190 Waldron Street, Flin Flon, Manitoba.The Company's directors consider that there is no promoter, as such—but Cove, mentioned in (1) (i) (C) below, owns 825,000 shares of this Company (out of which only 100,000 were vendors' shares, the balance thereof having been purchases by Cove) and might be deemed a promoter thereof through it* control.Henry Barber, Mapp Si Mapp, 112 Yonge Street, Toronto, are the Company's auditors.The Toronto General Trusts Corporation, 253 Bay Street, Toronto, is the Company's Registrar and Transfer Agent.The Company's authorized share capital is 4,000,000 common shares of a par value of f 1,00 each (of which 1,364,506 shares have been issued and paid-up).There are no bonds or debentures outstanding or proposed to be issued.765,000 vendors' shares (but no other securities) are held in escrow by the said Trust Company, and will be so held until released therefrom with the written consent of The Ontario Securities Commission and of the Company's Board of Directors; and shall not be transferred, hypothecated or otherwise alienated without said Commission's written consent, until so released.The shares sold for cash to date are: 5 shares at ?1.00 each; 336,000 at 10 cents each, and 168,500 at 12J4 cenUs each — making total cash received for shares ?54,667.50. No commissions have been paid on the sale of shares, nor is it intended to pay any com missions.No securities other than the above shares have been sold to date.Refer to item (c) above.The particulars of the properties now or heretofore held by the Company are as follows:—(A) In the Township of Villebon, Province of Quebec:

Development Licence No. 22008 (Cert. 59600, Claims l to 8); -SSM-464-

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Ij^tS';:^rvl||Dcvelopment Licence No. 22011 (Ccrt.^59-199, Claims l to 3) ;'l1 ^ Awhich were purchased by this Company from S. E. Fox, 117 Old ;Forest Hill Road,* 1 ; : :Yf ^Toronto; E. A. Manning, R.R. No. l, Hornby, Ontario; A. E. Broadley, 117 MildenhallV; -Road, Toronto, and D, G. McGowan, 10 Mount Royal Avenue/Toronto —- by agreement; ;^ ; ;: between them and this Company, dated 8th July, 1952, for 187,500 fully-paid shares of; ;; . vi this Company, payable to each of thorn (a total of 750,000 shares). These claims werei subsequently transferred to Belcher Mining Corporation Limited, 199 Bay Street, Toronto(hereinafter called "Belcher") in consideration of ?1,380.25 — which was the amount-paid by Belcher in prospecting the said claims in 195G, at this Company's request andy /.; for its benefit.

(B) This Company also previously purchased, for a nominal consideration of 38.00, from the said S. E. Fox, E. A. Manning, A. E. Broadley and D. G. McGowan, certain oil and gas leases and concessions in British Columbia, Alberta, North West Territories, Saskatchewan and Manitoba, respectively (all of which have been dropped as, presumably, having no potential value, and as not being worth further expenses or commitments).

(C) Unpatcnted mining claims S.S.M. 37989 to 38008 (all inclusive) in Township 175, Blind River Area, Sault Ste. Marie Mining Division, Ontario, which have been purchased by this Company from Cove Uranium Mines Limited, Suite 828, 67 Yonge Street, Toronto (hereinafter called "Cove") under written Agreement of I'urchase and Sale between them, dated 13th March, 1957, for ?15,000.00 (paid), plus 100,000 fully-paid shares of this Company, which have been allotted and issued lo Cove at 10 cents each (svhereof 10,000 were "free", and 90,000 escrowed with The Toronto General Trusts Corporation until released from escrow, with the written consent of The Ontario Securities Commis sion and the Company's Board of Director.-:, ,-nd not to be transferred, hyjwthecated or otherwise alienated without said Commission's written consent).(l) (ii) Save as set out in (1) (i) above, there was no vendor or oplionor to this Company of any property.

(l) (iii) Save as set out in (1) (i) above, no person or company has received or is to receive from any vendor a greater than 5'/i/ interest in the shares or the consideration received or to be received by any vendor — except Belcher and Cove.(m) Said mining claim* S.S.M. 37989 to 38008 arc accessible by an all-weather road running north from the Village of Iron Bridge (the White River Highway) to and through the property. No work lias been done, cither underground or on surface, except the explora tion work recently and currently performed by Cove on said claims (including surveying them). There is no surface or underground plant or equipment. Except as aforesaid, the present management has not done any work or made any improvements.(n) The Company has entered into an Underwriting-and-Option Agreement (hereinafter called "the Main Agreement") dated 13th March, 1957, with Harry Francois Marentctte, whose address is 904 Moy Avenue, Windsor, Ontario, (hereinafter called "the Under writer-Optionee") whereby the Underwriter-Optionee agreed to purchase (and did pur chase and duly pay for) from the Company 75,000 of its treasury shares at 10 cents each. In consideration of said firm purchase the Company thereby also gave the Under writer-Optionee the exclusive option to purchase the whole, or any part from time to time, of a further 825,000 of its treasury shares, whereof he has already duly taken down and paid for 26,000 shaves at 10 cents each and 168,500 at 1 2/1 cents each.

By Amendatory Agreement dated 6th January, 1958, between the Underwriter-Optionee and the Company, the Main Agreement was amended by extending for 3 months each of the option jn-Tiods set out in the Main Agreement maturing after 7th December, 1957;

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; further /Amendatory Agreement between them/dated 25th March, 1958, (which dthat'.bf,6th January, 1958) the Main Agreement was amended to extend the iMf^i"; option-Instalments then still outstanding, so that the samo would be paid as follows:—''''"'''' "":; Payable^

; 33,937.60:i-7,500.00s 7,600.00

! '7,600.007,500.00

36,000.0040,000.00

il08,937.5o'

Price per share

15c 16c 15c 15c

20c

No. ofshares

31,50050,00060,00060,00060,000

200,000200,000631,500

Optiondue date

on or beforeJuly 7, 1958 Aug. 7, 1958 Sept. 7,1958 Oct7,1958 Nov. 7,1958 Dec. 7, 1958 Dec. 7, 1958

The Underwriter-Optionee proposes to offer all said shares through registered security dealers at an advance of l cent per share or on a 25 per cent, commission basis, and/or at a rate of commission as set by The Toronto Stock Exchange for shares of mining companies. The signatories hereto have 'been advised by the Underwriter-Optionee that the said Underwriting-and-Option Agreement has been taken exclusively on his own behalf and that tbore are no assignments of said agreement, nor any sub-options or sub- underwritings outstanding or proposed to be given. In the event of default under the said option, an amending statement will be filed within 20 days of such default.(o) It is proposed that proceeds from current sales of securities will be expended in geo logical and engineering services, diamond-drilling and surface prospecting and explora tion and in *-he Company's general corporate expenses. The future work to follow will depend on the results of said operations. It is also intended that work will be done on or for all the Company's claims, to keep them in good standing in respect of assessment work.(p) The Company was incorporated on 23rd May, 1952.

(q) There is no indebtedness to be created or assumed which is not shown in the balance sheet, dated December 31st, 1957, filed with the Commission and accompanying this Prospectus.

(r) (i) Each director's or officer's principal business during the past 8 years is:—The said Ray Joseph Sabourin—Prospector, self-employed, now Druggist, self-employed.The said George Oliver LaFleur—Building Contractor, self-employed.The said George Maxwell Brown—Physician and Surgeon, self-employed.The said Otto Frederick Jens—Physician and Surgeon, self-employed.The said Douglas Banks—Prospector and Mine Developer, self-employed.The Raid Erich Kurt Gaertner—Building Contractor, self-employed.The said John Murray—Prospector, employed by Cove Uranium Mines Limited.

(r) (ii) No director or officer of the Company has ever had any interest, direct or indirect, whe ther personally or as a partner in a firm, in any property acquired or to be acquired by the Company, except as officers, directors and/or shareholders of Cove; nor has any director or officer, a greater than 5 per cent, shareholding-interest in Cove, except the said Ray J. Sabourin.

(r) (iii) The aggregate remuneration paid by the Company to directors during the last financial year was ?75. and to officers nil; and the amount estimated to be paid or payable dur ing the current financial year to directors and/or officers is nil.

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(v)

The;Company ;has paid no dividends.'The' only person or company, who or which by reason of beneficial ownership of securi-l ties of the Company or any agreement in writing is in a position or entitled to elect or; cause to be elected a majority of the Company's directors, is Cove; (refer to item (c)S above). Any escrowed vendors' shares, already or hereafter transferred by the originalallottee thereof, will remain subject to the terms of the said escrow, notwithstandingsuch transfer. There is no arrangement for the sale of vendors' shares, although freevendors' shares and vendors' shares which may be released from time to time may besold at the current market-price — but the proceeds will not accrue to the treasury ofthe Company.

There are no other material facts, so far as the signatories hereto are aware, not dis closed in the foregoing.The foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required by Section 38 of The Securi ties Act (Ontario), and there is no further material information applicable other than in the financial statements or reports where required.DATED 27th March, 1958.

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RAY J. SABOURIN GEORGE MAXWELL BROWN GEORGE O. LAFLEUR OTTO FREDERICK JENS ERICH K. GAERTNER

PromoterCOVE URANIUM MINES LIMITED:

(Corporate RAY J. SABOURIN Seal)President.

GEORGE MAXWELL BROWNSecretary-Treasurer.

JOHN MURRAY by his Agent and Attorney DOUGLAS BANKS DOUGLAS BANKS

Directors.

To the best of my knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts in respect of the offering of securities referred to above as required by Section 38 of The Securities Act (Ontario), and there is no fur ther material information applicable other than in the financial statements or reports where required, In respect of matters which are not within my knowledge l have relied upon the accuracy and adequacy of the fnrogoing,DATED 27th March, 1958.

HARRY F. MARENTETTE,Underwriter-Optionee.

AUDITORS' REPORT TO THE SHAREHOLDERSWe have examined the attached balance sheet of Sheba Mines Limited as at 31st December, 1957 and the related statements of deficit and deferred development for the period 16th August, 1952 to 31st December, 1957. Our examination included a general review of the accounting procedures and such tests of accounting records and other supporting evidence as we considered necessary in the circumstances.In our opinion the attached balance sheet and related statements of deficit and deferred development together with notes appended thereto, arc properly drawn up BO as to exhibit a true ami correct view of th* state of the Company's affairs as at 31st December 1957, accord ing to the best of our information, the explanations given us and as shown by the books of the Company.

HENRY BARBER, MAPP A MAPP,Chartered Accountants. Toronto, 27th March, 1958.

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CASH IN BANK

SHEDAv MINES LIMITED"(Formerly Overland Oils A Minerals Limited)

(Incorporated under the laws bf the Province of Ontario)

BALANCE SHEET AS AT 31st DECEMBER, 1957

ASSETS

ACCOUNTSRECEIVABLE ...................'......M.........................................................................;..;.....;MINING CLAIMS

. : 20 unpatented mining claims in the Blind River area Sault Ste. Marie Mining --" Division, Ontario acquired for 315,000.00 payable in cash and the issue of :. 100,000 shares ......,........................................................................ ? 25,000.00DEFERRED DEVELOPMENT ,.............................................................................. 8,584.08

3.551.45400.00

LIABILITIESACCOUNTS PAYABLE ..............................,..,........................................,......................,.......,.....CAPITAL STOCK AND DEFICIT

Capital Stock (Note)Authorized: 4,000,000 shares at. a par value of Jl.OO eachIssued: For mining properties

850,000 shares ..........................., .............. 9 850,000.00Less: Discount on shares ........ .............. 765,000.00 | 85,000.00

83,584.08

S 87.585.63

f 413.95

For cash—504,505 shares .......... .............. 504,505.00Less: Discount on shares ........ .............. 449,837.60__ 64.667.50

139,667.60Deficit ............................................,..,.......,,,,,.,,.......,..,.,..... 102,545.92 37,121.58

Approved on behalf of the Board:

"RAY J. SABOURIN", Director "GEORGE MAXWELL BROWN", Director

Toronto, 27th March, 1958.

fcS^-fe SHEBA MINES LIMITED,•' ,- :' ; '. ' ' , '.' : ' ' ' ' . '?' - V .' V-' ' . '- ' .V-'(Formerly Overland Oils A Minerals Limited)

NOTES TO FINANCIAL STATEMENT

llpl^^-X The Company entered into an Underwriting/Option Agreement dated 13th March 1957 if. ^ whereby the Underwriter/Optionee did purchase 75,000 treasury shares of the Company at 10' cents each. In consideration of the said firm purchase the Company thereby gave the Under- : ; writer/Optionee the exclusive option to purchase the whole, or any part from time to time, of ;; a further 825,000 of its treasury shares, whereof he has already duly taken down and paid for;. 25,000 shares at 10 cents each and 168,500 shares at 12)4 cents each.By Amendatory Agreement, dated 25th March 1958, between the Underwriter/Optionee and ; the Company, the Agreement dated 13th March 1957, was amended to extend the option-in stallments then still outstanding, so that the same would be payable as follows:

•f^V-'-'-* ?t'*.v f. :- '" Amount

Payable* 3,937.50

7,600.007,500.007,600.007,500.00

35,000.0040,000.00

5108,937.50

Price PerShare

cents15151515

20

Number of Shares

31,50050,00050,00050,00050,000

200,000200,000

631,500

Option Due Pate

July 7th, 1958 August 7th, 1958 September 7th, 1958 October 7th, 1958 November 7th, 1958 December 7th, 1958 December 7th, 1958

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! (Formerly Overland Oils A Minerals Limited)

STATEMENT OP DEFICIT FROM DATE OF INCORPORATION "Vieth AUGUST, 1952, TO 31st DECEMBER, 1957

?l|p): 1^ JLoss on sale of 12 mining claims in Province of Quebec, originally acquiredSI^W^ S 73,619.75If ̂ r^Loss on abandonment of interest in royalties and oil and mineral rights inf-\ - ^ "f ^ British Columbia, Alberta, Manitoba and North West Territories ........ 8.00P:*^; :- FIELD EXPENSES—on abandoned interest in royalties and oil and mineral•'': ? rights in British Columbia, Alberta, Manitoba and North West; ; Territories.

- Gravity meter survey ..............,......................................................,............| 10,500.20Radio activity survey ,,..,...................,!....................................................... 2,093.68Permit rentals ....,............,.............................................................................. 4,499.22

? 17,093.10 Less: Refund of work performance deposit ........................................... 2,500.00

—————— 14,593.10 FIELD EXPENSES—on mining claims in the Province of Quebec.Assessment work ............................................................................................3 400.00Licenses ..........,............................................................................................... 1,040.00Exploration and prospecting ........................................................................ 1,380.25

——————. 2,820.25ADMINISTRATIVE AND GENERAL EXPENSES:

Head office administration .........,................................................................ | 2,553.95Legal and audit.............................................................................................. 3,747.14Transfer agents' fees and expenses ......................................,..................... 471.04Directors' fees ................................................................................................ 360.00General .......................................................................................................... 1,153.94Travel ..............................................................,............................................... 250.00

——————- 8,536.07 INCORPORATION EXPENSES................................ .................................................... 2,968.75Deficit, 31st December, 1957 . . . 5102,545.92

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STATEMENT OF DEFERRED DEVELOPMENT FOR THE TEN MONTH PEiIUOD ENDED 31st DECEMBER, 1957

FIELD EXPENSES—on mining claims in the Province of Ontario.Consultants' fees .......,..................................................................................Cost of licenses ......,.......................................................................................Exploration and prospecting ,.......................................................................Land survey ..................,.................................................................................

Deferred Development, 31st December, 1957

? 1,388.43109.00

3,386.653,700.00

^w^.^^^^^^^^^sjiiis^^^l^^^^^^^M^^^^QN THE MINING PROPERTY HELD, BY

^l^v tfSS IN TOWNSHIP 175 -

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SUMMARYSheba Mines Limited bold twenty unpatented and unsurveyed mining claims in Township 175, through which passes the White River Highway approximately 23 miles north of the Town of Iron Bridge, Ontario.The owners of the property reported radioactivity on the property. This we were able to confirm but the source of the radioactivity was not found and further work on this will have to be left in abeyance until the snow is off the ground in the spring.While mapping the geology of the property a promising looking copper vein was discovered and mapped. It was traced for a distance of 1000 feet and b 10 feet wide. Numerous small quartz stringers give it a greater width up to 20 feet in places.Samples assaying 2.0^0, 2.6?fc and .63^ copper rjive an indication of the copper content of the vein.In order that the vein be followed and checked along its strike I have recommended diamond drilling for this purpose. It will be more economical than surface trenching.l have recommended 2000 feet of diamond drilling at an estimated over all cost of 1 1 0,000 .00.

PROPERTYThe property consists of twenty (20) unsurveyed and unpatented mining claims located !n Township 175, Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada, and numbered: SSM 37989, 37990, 37991, 37992, 37993, 37994, 37995, 37996, 37997, 37998, 37999, 38000, 38001, 38002, 38003, 38004, 38005, 38006, 38007 and 38008; which make up a total of 800 acres more or less.

ACCESSThe White River Highway which runs north from the Town of Iron Bridge, Ontario, crosses six of the north claims of the property starling at a point on the highway approximately 23 miles north east from Iron Bridge.

GEOLOGYA geological survey of the property was made during the latter part of October and first part of November, 1956, by G fi H Mine Consultants Limited under the writer's direction.A plan showing the claims outcrops and geological formation accompanies this Report.It is to be noted that the outcrops on the northern claims are red quartzite. The central claims form a plateau with fairly heavy overburden. The southern claims have only outcrops of conglomerate. All rock exposed is classed as Gowganda formation of the Cobalt Series.The owners of the property reported that they were getting radioactive readings on the property. In traversing tli-; claims SSM 38008 and SSM 38005 we recorded scintillometer readings many times background. However, after severn! trips to the property the actual source of the radioactivity has not been determined and some rock specimens taken for test purposes were not radioactive.Snow in the area has stopped further exploration for the source of the radioactivity until spring.On mining claim SSM 38007 a wide quartz vein has been discovered. The vein b mineralized with chal copyrite, Its location is shown on the accompanying plan. It extends from about the centre of the south boundary or claim SSM 38007 in a westerly direction onto claim SSM 38003 and then b not *e*n for heavy overburden. The dip is north at 82".

v : The quartz chalcopyrite or copper vein referred to above was found and mapped just before the heavy ''snows of last November. Three trenches at 50 foot intervals were blasted out of the vein before work was 'discontinued for the winter.

Channel samples of the trenches assayed 2.0/0, *nd -63 Jo Copper, across 5 foot widths,- The south side of the vela Is numerous quart* stringers, the north side solid quaru mineralized with chal copyrite and with some inclusions of quartzite. The total width being 20 feet and known length 1000 feet.

There is a possibility that the vein continues west through mining claims SSM 37998 and 37996. How- ever these claims are covered with fairly heavy overburden and it will be necessary to diamond drill the vein on its known strike rather than blast out surface trenches for sampling.TIMBEB

There is not sufficient timber on the property for a mining operation, however, it is available in the area. WATEB SUPPLY

There is an ample supply of water In the White River for any type of mining operation and it runs close and about parallel to the north boundary of the property.POVVEB

The Ontario Hydro Power Commissions 33,000 volt power lines are located eleven miles south west of the property.OLD VVOBK

The copper vein located on the Sheba Mines property has had no previous work done on it that could be found and there is no indication that it has ever been diamond drilled.NEW WOBJC

Work on the property began In the middle of October, 1956. The property was mapped geologically and checked with a scintillometer for radioactivity.

The newly discovered copper vein had three trenches blasted in it opening up the vein at 50 foot intervals when work was discontinued because of winter weather.CONCLUSIONS AND RECOMMENDATIONS

The copper vein discovered has a good mineable width and it is at least 1000 feet long and not delimited.The small amount of work and sampling indicates commercial copper values but no tonnage has been

estimated.I am recommending that the vein be diamond drilled at 200 foot intervals along its strike. A minimum

of 2000 feet of diamond drilling at an estimated cost of 510,000.00 will be required to check the property and l am recommending that the Directors of the Company allocate the estimated funds for this purpose.

Dated:January 21st, 1957.

Respectfully submitted,M. C. HALSTEAD, B.Sc., P. Eng.

CERTIFICATIONI, Milton C. Halstead, of the City of Sault Ste. Marie, Ontario, Canada, hereby certify:1. That l am a Mining Engineer with offices at Room 12, 604 Queen Street East, Sault Ste. Marie, Ontario.2. That I am a graduate of the University of Manitoba, B.Sc. (1929), and a member of the Association of

Professional Engineers of the Province of Ontario,3. That I have no interest either direct or indirect in the property or securities of the Company and that I

do not expect any interest in the property or securities of the Company Sheba Mines Limited.4. That the accompanying report is based on personal examination of the properly on November 25th, 26th,

27th, and December Sth, 1956.5. That no old workings were found on this property.6. That this Certificate applies to the following mining claims: SSM 37989 to SSM 38008 inclusive, All

located in Township 175, Sault Ste. Marie Mining Division, District of Algoma, Ontario, Canada.M. C. HALSTEAD, B.Sc., P, Eng. Dated: January 21st, 1957.