Revised Report of Assessment Work Performed on Clabn # K3007282

Revised Report Dated: November 20 12 (Original Version: July 20 12)

Scott Schelske. P. Eng., F.E.C. 19 Ratcliffe Drive

R. R. #1 Keewatin, ON

POXlCO

Ph.# (807) 547-3297 Cell # (807) 464-1539

Introduction:

Besco Stone Inc. has acquired a number of granite occurrences in North Western Ontario, that are presently held by mining claims until they can obtain a quarry permit under the Aggregate Resources Act from the MNR. Claim #K3007282 is one such claim. It is the Company's intention to eventually develop these properties into dimension stone quarries so samples were taken for the purpose of determining colour, texture, grain size uniformity and consistency over the breadth of the deposit.

Location:

Claim # K3007282 is a 6 claim unit located immediately adjacent to Highway 671, also known as the Jones Road, near Havik Lake, approximately 20 km from the First Nation of Asubpeechoseewagong Netum Anishinabek (Grassy Narrows First Nation) in the Kenora Mining District and 22 krns north of the CN crossing at the small community of Jones. The deposit is immediately to the West of the Highway, and is 58.0 kms north of the Trans Canada Highway (Hwy 17). It is also located across the highway from the Cold Spring Granite Company's "Royal Auburn" quarry and is identical in colour and texture to it. (See Figure 1 for location map).

UTM Grid Zone 15U: 5548598N 432037E

Map Reference: NTS 52K./4 50°05.264' N Lat. 93°57.002' W Long.

Sampling Program:

A total of 5 large sample boulders weighing approximately 500 kg (1200 lbs.) were removed either from rock cuts along the road adjacent to the claims or broken from bedrock using a sledge hammer and a steel bar. By removing samples in this manner, the rock was relatively free from the effects of weathering and thus would exhibit a representative colour. (See Figure 2 for the sample locations). Samples were collected on the following dates: Sample # 1: May 5; Sample #2: May 6; Sample #3: May 6; Sample #4: May 31 ; Sample #5: July 18.

The samples were shipped to the Company's office in Richmond, B.C, for cutting and polishing. The finished cut sample is shown in Figure 3.

Photos of Sample Locations and in certain instances the stone in the immediate vicinity are on the pages following the description of the Site Topography.

Stone Description:

The colour of the stone (see attached sample photo) is unique in that it is a multi hued rock with four different colours being large course grained pinkish to dark reddish brown

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Location and Access

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E '' X SITE LOCATION

crystals, and a fme grained dark black biotite and white to Light blue quartz matrix. The stone would be classified as porphyritic and the larger crystals are generally somewhat rounded with an eJJipticaJ shape with the elongated diameter ranging up to 2 to 3 em in size. The crystals seem to have a common orientation over much of the stone exposures in tbe field.

ASTM Stone Properties:

Bulk Density: ASTMC97: Absorption: ASTMC97: Compressive Strengtb: ASTM Cl70: Modulus of Rupture: ASTMC90:

Structure:

161.6 pcf 0.19% 24,470 psi 1,240 psi

The deposit has numerous large exposures, so that the structural features could easily be assessed. One exposure, being a very large 30 m x 90 m in size, did not have a single vertical joint in either direction which clearly demonstrates the massive feature of the granite deposit. In fact throughout the entire deposit, vertical joint sets were very rare and given the stepped like terrain it would appear that most joints would be vertical to sub vertical and they also appear to be orthogonal to each other, so a quarry operation can utilize the structure to its advantage to maximize the yield. Furthermore, there are no significant colour variations noted over these exposures. However. there are some textural variations with clusters of large ( 4 - 8 em) sized megacrysts and pegmatite patches in dyke like formations that ran up to 3 m in length. These structural variations are flaws that will be visible in any polished or honed stone panels and will affect the net yield from any quarry operation, but could be acceptable for landscaping blocks or thermal treated panels.

There are several vertical faces exposed over the claim, so the sheet jointing could be determined as well, which will eliminate the requirement for any test quarrying to evaluate the block producing potential. Sheet joints vary in thickness from I - 4 m and are mainly horizontal, with the average spacing being about 2 m.

Site Topography:

The deposit is a very large hill rising steeply from the western edge of the road along which it runs parallel to. The hill is approximately 75 m high and over a km long and about 800 m wide. There has been some clear cut logging activity in the north end where it is not as steep a climb off of the road, but for the most part it has not been cut because of the difficulty to access it because of the steepness of the slope and the sparseness of the forest due to the lack of soil cover. Bedrock exposure would be in the range of 30 -40% overall and close to 100% on the steep slopes of the hilL This is a very massive mountain of stone that could maintain a large quarrying operation for decades!

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Claim # K3007282

Sample# 1 Location adjacent to west side of road

Claim# K3007282 Sample# 2 location adjacent to west side of road

Claim # K3007282 Stone Matrix Above Sample# 2

Claim # K3007282

Sample# 3 Location adjacent to west side of road

Claim# K3007282 Sample# 4 Location.

Claim# K3007282 Sheet Joints Adjacent to Sample #4 Location

Claim# K3007282 Stone Above Sample# 4 looking east.

Note: No vertical jointing for over 30 m.

Claim # K3007282

Stone Above Sample #4, looking south.

Note: no vertical jointing for over 90 m.

Claim# K3007282 Sample# 5 Location

Note: Sheet Joint approximately 3 m high

Claim# K3007282 Area above Sample #5 looking up hill to the west

Claim # K3007282

Area above Sample #5 looking along hill to the south

Claim # K3007282 Area above Sample #5 looking up hill to the north west

Because the brush is very dense and a small beaver pond runs along the base in the south end between the road and the steep eastern slope, quarry activities will have to commence in the north and work southward due to the difficul ty in accessing that part of the deposit.

Regional Geology:

The "Greenstone" rocks of the Superior Province of the Canadian Shield dominate the geology of North-western Ontario. Sub Provinces in the Region take the form of east­west trending belts known as the Wabigoon, Winnipeg River, Bird river, English River, Uchi and Berens River belts (from south to north),. These belts are Achaean in age and comprised mainly of vertically dipping volcanic, sedimentary and sub-volcanic intrusive rocks. These rocks themselves tend to be highly deformed and are therefore not likely to host granitoid rocks that would be favourable for dimension stone deposits.

Neo-meso Achaean [ntrusive Complexes:

After the development of the Achaean basement rocks that for the major greenstone belts, a regional scale tectonic event (the Kenoran Orogeny) took place over time. [nitially, this structural event was responsible for significant deformation of pre-existing lithologies. However, the last stages of this event were accomplished by voluminous late tectonic felsic plutonism. It is these late felsic plutons that have endowed the North-western Ontario Region with its legacy of high quality, undeformed granite resources (i.e. The Lount Lake Complex part of the Winnipeg River Sub-province and English River Sub­province).

The English River Sub-province consists of predominantly a metasedimentary migrnitite domain to the North and a granitoid intrusive-gneiss domain to the South. It is bounded on the North by the Uchi Sub-provinces and on the South by the Winnipeg River Sub­province.

The neo to meso Achaean intrusive suite includes massive granodiorite and granites, diorite, monzonites, muscovite bearing granitic rocks, a suite of fo liated tonalite intrusives and gneissic tonalities between the ages of2.5 - 2.9 Ga.

Quarry Development Potential:

The occurrence has excellent dimension stone quarry potential. There is a virtual; complete absence of any vertical jointing and what there is seems to be very steeply dipping and either parallel or orthogonal to each other. Sheet joints are 1 - 4 m which will be an advantage in quarrying operations since without sheet joints, blasting operations have to utilize "L" shaped patterns with both vertical and horizontal rows of holes and if the timing between these 2 rows of holes is not perfectly in sync tl1ere can be a lot of stone damaged.

The stone is very attractive and since it is on the same formation as the Cold Spring Granite Company' s "Royal Auburn" quarry it is an identical colour and texture (although that has not been a major "seller" since it opened). However, it is also similar in colour, but with a very different texture to the world famous "Dakota Mahoganies", which are unique due to their 4 colour matrix.

With a year round maintained road leading to the deposit, there are no access problems nor are there any costs to maintain that access. With the First Nation of Asubpeechoseewagong Netum Anishinabekjust a few km away, the operators could train and develop a localized, ski lled labour force and since an Impact Benefit Agreement wiiJ be required to proceed with production that can be an excellent negotiating point.

Appendix

CURRICULUM VITAE

SCOTT SCHELSKE

EDUCATION

1975 Queen's University, Kingston, Ontario B.Sc. (Mine Engineering)

ADDITIONAL COLLEGE EDUCATION

1980 Queen's University, Kingston, Ontario Applied Slope Engineering

1992 Lakehead University, Thunder Bay, Ontario Environmental Assessment Certification

1995 McGill University, Montreal, Quebec Mineral Project Evaluation Techniques Seminar

1995 Cambrian College, Sudbury, Ontario Geophysical Work Shop

ADDITIONAL TRAINING & CERTIFICATES

1986 Ministry of Skills Development Certified Industrial Trainer

L 986 St. John Ambulance First Aid Instructor

1990 Danatec Educational Services Ltd. Dangerous Goods Handling Cettifi.cation

1991 Canadian Institute of Mining & Metal I urgy Mining & the Environment Program

1992 Ministry of Environment Environmental Officer Training Certification

1993 Ministry ofNorthern Development & Mines Investigative Skills Training

1994 Ministry ofMunicipal Affair s Planning Act Training

1995 Work Place Health & Safety Association Core Certification instructor

1998 Geomcom Soft Ware international Computerized Mine Planning - Core & Exploration Programs

2002 Liberty Tax Schools: Certified Tax Consultant Levels I, II, & Ill

2006 Mi nistry of Municipal Affai rs Building Code Certifications: Legal, Plwnbing- Large Buildings & Fire Protection

PROFESSIONAL MEMBERSillPS

Professional Engineers of Ontario (Past Chai rman: Lake-of-the Woods Chapter) Ontario Society of Professional Engineers Named a Fellow of Engineers Canada

POSITIONS

Bimose Tribal Council Anishinaabeg of Kabapikotawangag Resource Council (A.K.R.C.) Channel Technical Services Farm Business Consultants Crystal Quartz Canada Leo Alarie & Sons Construction Keewatin Mine Management & Development Lac Des lUes Mine Ministry of Northern Development & Mines

Ministry of Natural Resources Keewatin Aski Consultants Shibogama Area Tribal Council Abino Mine Training Centre Cold Spring Granite Company Red Lake District High School The Griffith M ine

Technical Services Advisor Planning & Development Engineer

Consulting Engineer Tax Consultant & Area Rep Mine Manager Earth Works Superintendent General Manager Manager Mining & Engineering Regional Mineral Development Consultant Highway General Foreman Sub Consultant Tribal Council Engineer Program Co-ordinator Quarry Manager Teacher Chief Engineer

PROJECTS - RESPOSffiiLITY & EXPERIENCE

CIVIL - WATER, SEWER, MUNICIPAL & INDUSTRIAL CONSTRUCTION

Windigo Island (F.N.) Water Treatment Wiodigo Island (F.N.) Landfill & Clean Up Dog Paw (F.N.) Water & Sewage T reatment

Bak Lake Fire Base (MNR) Sewage Disposal Lac des lies Plant Construction

Angle Inlet (F.N.) Hydro Electrification Angle Inlet (F.N.) Ground Water Treatment

Project Management Design & Project Management Detailed Design & Permitting & Project Management Project Management Responsible for Excavation & Backfi ll ing@ $270,000,000 Plant Expansion Design & Project Management Selected 2 Well Locations & Professional Project Manager for WTP

Manitoba Hydro Extension to Angle Inlet (F.N.) Design & Project Management Kingfisher (F.N) Hydro Electrification Band Project Advisor

Wunnamin Lake (F.N.) Sewage Treatment Fort Severn (F.N.) Water Treatment Fort Severn (F.N.) Housing Assessment Fort Severn (F.N.) Multi Purpose Facility Fort Severn (F.N.) Tank Farm Shibogama Tribal Council Office Lac des lies Mine

The Griffith Mine

The Griffith Mine

Abino Mine Training Centre

Kenora- South Park Sub Division Royal Lake Development Pye's Landing

Shoal Lake Lodge Royal Lake Resort Sub Division

KCRCamp

Combined Landfill Design (4 F.N.'s & 2 Towns)

ROAD, DYKE & BRIDGE CONSTRUCTION

Root River Bridge Restoration Moose Creek Bridge

Pikangikum (F.N.) Winter Road Eagle Road Reconstruction North Road Construction Red Lake MNR

Lac des lies Mine

The Griffith Mine

Band Project Advisor Band Project Advisor Assessment of all Band Houses Conceptual Design & Cost Estimate Detailed Design & Cost Estimate Conceptual Design & Cost Estimate Domestic Water Supply & Fire Protection for New Shop Responsible for Sampling & Testing of Mine Domestic Water Treatment & Sewage Plant Design & Cost Estimate of 9200 gpm Mine Dewatering System Design, Operation, & Construction of Domestic Water, Sewage Disposal, Mine Dewatering & Electrical Distribution Systems Project Design & Inspections Sub Division Design & Permitting Sewage Treatment Design & Permitting Lagoon Design & Permitting Sewage Treatment, Water System and Road Design, & Permitting Sewage Treatment Design & Permitting Professional Project Manager

Project Engineer Demolition of Old Structure, Field Layout of New Alignment, Supervision of Sub Contractors. Labourers and Cost Control Project Management Project Management Project Management Responsible for all Maintenance of 175 km ofResource Access Road Manager of All Tailings Dyke and Road Construction Responsible for Design, Survey, Layout, Monitoring, and Construction Standards for: 50,000' of Tailings Dyke,

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Keewatin Arch Bridge Restoration

1 00,000' of Mine Road, & Paving 1.5 miles of Access Road Prepared Cost Estimate & Tender Specifications for Repair

ENVIRONMENTAL CLEAN UPS, INSPECTIONS, & MINE REHABILTATION

Madsen Sewage Spill James Road Fuel Oil Spill Bell Canada Petrochemical Spills at:

Poplar Hill (F.N.) North Spirit Lake (F.N.) Badesdowa

Big Grassy River (F.N.) Fire Hall Fuel Oil Spill Goldlund Mine Golden Patricia Mine Dona Lake Mine The Griffith Mine

Sbewchuck Enterprises Foam Concepts

MINE & QUARRY PERMITTING

MNDM Clients

MNDM

MNDM

Crystal Quartz Canada Red Lake MNR

Keewatin Mine Management Clients

AKRC Mining Task Force

Assessment Report for MOE Supervision of Clean Up & Report

Design of Spill Clean Up Plan, Cost Estimate, & Preparation of Tender Documents Professional Project Manager Assessment Report for MOE Final Rehabilitation Inspection Final Rehabilitation Inspection Preparation of Plan & Supervision of Final Mine Closure, Including Revegetation of 5000 a. of Tailings Inspection of 6 Shaft Capping Jobs Labour - Capping of 7 Mine Shafts using IndustTial Strength Foam

Team Leader for Preparation of all Government Permit Applications and Closure Plans for Over 50 Mines, Quarries, and Advanced Exploration Projects in NWO, Including the $265,000,000 Musslewhite Mine Drafted Standards for Rehabilitation of aU Open Pit Mines & Quarries Innovated & Drafted Approved Fill­in-the-Blank Closure Plan Form for Small Pits & Quarries Obtained all Required Permits Maintained Aggregate Permits for over a Dozen Pits, Processed Dozens of Work Pennit Appl ications for Water Crossings Drafted over 25 Aggregate, 10 Work & 5 C of A. Permit Applications Technical Advisor to 7 F.N.'s on Resource & Impact Benefit

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Agreements with 4 Mining Companies

BUSINESS PLAN & PRE.FEASIBILITY STUDIES or FACILITY DESIGN

Crystal Quartz Canada

Fawn River Outpost Camp Windigo Tribal Council

INCA Mining

MNDM Clients

Kasabonika (F.N.)

Grassy Narrows (F. N.) Onigaming (F.N.) Wauzhushk Onigum (F.N.)

Ojibways of Onigaming (F.N.)

PARKS & RECREATION

Kingfisher (F.N.)

Pakwasb Provincial Park

Cochenour Ski Hill Red Lake Cross Country Ski Club

Cochenour Ball Field Reconstruction

Wauzbusbk Onigum (F.N.)

Wauzhushk Onigum (F.N.)

Anisbiinaabeg of Naongashing (F.N.)

Prepared Business Plan for Quarry & Processing Plant Prepared Cost Estimate Prepared Feasibility Study for Mining School Prefeasibi lity Study for 16 Granite Quarries & Processing Plant Drafted Terms of Reference, Prepared Documents for Heritage Fund Grants, Reviewed Reports, & Assisted in Calculation of over a Dozen Mine Prefeasibility Studies Prepared Feasibility Study for a Heavy Equipment Business Wild Rice Processing Plant Fish Processing Plant Professional Project Manager for Pre-feasibility Study and Business Plan for Granite Processing Plant Professional Project Manager for new Heavy Equipment Venture Including Selection of Equipment

Design & Layout of Play Ground & Out Door Skating Rink Designed & Supervised Construction ofNon-Erodable Boat Ramp Design & Maintenance of Ski Lift Assisted with Layout of 40 km of trails & 2 Small Cabins Responsible for Layout & Grading Plan of Rebuilt Field Conceptual Design of Multi Purpose Facility Professional Project Manager­Design of Gymnasium Facility Professional Project Manager -Design of Gymnasium Facility

Ojibways of Ooigaming (F.N.)

Big Grassy River (F.N.)

Professional Project Manager­Rebuilding of2 Ball Fields, & Pow Wow Grounds Professional Project Manager ­Renovation of Abandoned School into New Fitness Centre Facility

BUILDING CONSTRUCTION AND RENOVATION

Channel Technical Services

AKRC

Windigo Island (F.N.) School Renovation

Ojibways of Onigaming (F.N.)

MINE OPERATIONS

Lac des lies Mine

Abino Mine Training Centre

Cold pring Granite Company

The Griffith Mine

Professional Project Manager Invo lved in the Detailed Design and Inspection of Construction or Renovation of Dozens of Commercial and Institutional Bujldjngs over a 5-Year Period Professional Project Manager Involved in the Design, Inspection and Construction or Renovation of over 200 new and 150 renovations of on Reserve housing units Design & Professional Project Manager Design & Professional Project Manager - 3 Phased School Renovation

Managed Mine Operations, Maintenance, Engineering, & Geology Departments at 6,000,000 ton per year Mining Operation Functioned as Mine Manager & School Head Master of Underground Mine Training Centre, with up to 20 Trainees per Program Quarry Manager Responsible for 22 Quarries Owned by World's Largest Granite Company Responsible for al l Engineering, Geology, Environmental Control, Drilling & Blasting, Product Testing, and Pit Operating Standards at then Ontario's Largest Earth Moving Project - 13,400,000 tons per year