securities & exchange commission edgar...

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

ForceField Energy Inc.

Form: SB-2

Date Filed: 2007-09-07

Corporate Issuer CIK: 1407268Symbol: FNRGSIC Code: 1000Fiscal Year End: 05/31

© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to theterms of use.

U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM SB-2REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BOLD VIEW RESOURCES, INC.(Exact name of Registrant as specified in its charter)

NEVADA 20-8584329(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification Number)

Bold View Resources, Inc.800 North Rainbow Blvd, Ste 208,Las Vegas, NV 89107

Nevada State Resident Agent Services, Inc.,3838 Raymert Drive, Suite 10A,Las Vegas, NV 89121

(Name and address of principal executive offices) (Name and address of agent for service)

Registrant's telephone number, including area code: 702-948-5023 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration

Statement. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. |__|

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

CALCULATION OF REGISTRATION FEE TITLE OF EACHCLASS OFSECURITIESTO BEREGISTERED

AMOUNT TO BEREGISTERED

PROPOSEDMAXIMUMOFFERINGPRICE PER

SHARE (1)

PROPOSEDMAXIMUMAGGREGATEOFFERING

PRICE (2)

AMOUNT OFREGISTRATIONFEE

Common Stock 730,000 shares $0.05 $36,500(3) $1.12

(1) This price was arbitrarily determined by Bold View Resources, Inc.(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.(3) All dollar amounts in this prospectus not specified as Canadian Dollars (C$) are denoted in US Dollars ($).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITSEFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATIONSTATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTILTHE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a),MAY DETERMINE.

COPIES OF COMMUNICATIONS TO:

The Corporate Law Center, Ronald Serota2620 Regatta Dr., Suite 102 Las Vegas, NV 89128

(702) 869-0099 Fax: (702) 446-6071 or (702) 736-8621

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Table of Contents

SUBJECT TO COMPLETION, Dated September 5, 2007

PROSPECTUSBOLD VIEW RESOURCES, INC.

730,000 COMMON STOCK

INITIAL PUBLIC OFFERING

The selling shareholders named in this prospectus are offering up to 730,000 shares of common stock offered through this prospectus. We will not receiveany proceeds from this offering and have not made any arrangements for the sale of these securities. We have, however, set an offering price for thesesecurities of $0.05 per share. This offering will expire in 90 days unless extended by the board of directors. The board of directors has discretion to extendthe offering period for a maximum of an additional six months.

Offering Price

UnderwritingDiscountsand Commissions

Proceeds toSelling Shareholders

Per Share $0.05 None $0.05Total $36,500 None $36,500

Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at $0.05 per share until such time asthe shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board. Although we intend to apply for quotation of our commonstock on the NASD Over-The-Counter Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes traded onthe NASD Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated pricesby the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors" on pages 7 -13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy thesesecurities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is: September 5, 2007

2


Table of Contents

Table of Contents

SUMMARY 5RISK FACTORS 7

RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL 7If we do not obtain additional financing, our business will fail 7Because we will need additional financing to fund our extensive exploration activities, ouraccountants believe there is substantial doubt about our ability to continue as a going concern

7

Because we have only recently commenced business operations, we face a high risk of businessfailure.

7

Because our executive officers do not have any training specific to the technicalities of mineralexploration, there is a higher risk our business will fail

8

Because we conduct our business through verbal agreements with consultants and arms-length thirdparties, there is a substantial risk that such persons may not be readily available to us and theimplementation of our business plan could be impaired.

8

Because of the unique difficulties and uncertainties inherent in the mineral exploration business, weface a high risk of business failure.

8

Because we anticipate our operating expenses will increase prior to our earning revenues, we maynever achieve profitability

9

Because access to the Cupro mineral claims may be restricted by inclement weather, we may bedelayed in our exploration efforts

9

Because our President has only agreed to provide his services on a part-time basis, he may not beable or willing to devote a sufficient amount of time to our business operations, causing our businessto fail

9

Because our President and CEO, Mr. Richard Howie, and our Treasurer and Secretary, Mrs. MarilynZimmerman, own an aggregate 67.3% of our outstanding common stock, investors may find thatcorporate decisions influenced by Mr. Howie and Mrs. Zimmerman are inconsistent with the bestinterests of other stockholders.

9

Because our President and CEO, Mr. Richard Howie, and our Treasurer and Secretary, Mrs. MarilynZimmerman, own an aggregate 67.3% of our outstanding common stock, the market price of ourshares would most likely decline if they were to sell a substantial number of shares all at once or inlarge blocks.

10

If we are unable to successfully compete within the mineral exploration business, we will not be ableto achieve profitable operations.

10

Because of factors beyond our control, which could affect the marketability of any substances found,we may encounter difficulty selling any substances we discover.

10

RISKS RELATED TO LEGAL UNCERTAINTY 10Because we will be subject to compliance with government regulation, which may change, theanticipated costs of our exploration program may increase

10

If Native land claims affect the title to our mineral claims, our ability to prospect the mineral claimsmay be lost.

11

Because the Province of British Columbia owns the land covered by the Cupro mineral claims, ouravailability to conduct an exploratory program on the Cupro mineral claims is subject to the consent ofthe Province of British Columbia and we can be ejected from the land and W.A. Howell’s interest inthe land could be forfeit.

11

Because new legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of compliancewith federal securities regulations as well as the risks of liability to officers and directors, we may findit more difficult for us to retain or attract officers and directors.

11

RISKS RELATED TO THIS OFFERING 12If a market for our common stock does not develop, shareholders may be unable to sell their shares 12If the selling shareholders sell a large number of shares all at once or in blocks, the market price ofour shares would most likely decline.

12

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in our stock may be reduced.

12

3


Table of Contents

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain currentin our filings with the SEC and our securities will not be eligible for quotation if we are not current inour filings with the SEC.

12

FORWARD-LOOKING STATEMENTS 13USE OF PROCEEDS 13DETERMINATION OF OFFERING PRICE 13DILUTION 13SELLING SHAREHOLDERS 13PLAN OF DISTRIBUTION 16LEGAL PROCEEDINGS 18DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 18SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 19DESCRIPTION OF SECURITIES 20INTERESTS OF NAMED EXPERTS AND COUNSEL 21DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACTLIABILITIES

21

DESCRIPTION OF BUSINESS 22PLAN OF OPERATIONS 31DESCRIPTION OF PROPERTY 34CORPORATE OFFICES 35CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 35MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 35EXECUTIVE COMPENSATION 38FINANCIAL STATEMENTS 39CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 40AVAILABLE INFORMATION 40DEALER PROSPECTUS DELIVERY OBLIGATION 40

4


Table of Contents

Summary

Bold View Resources, Inc.

Business Summary

We are in the business of mineral exploration. We have entered into a Mining Option Agreement wherein we have acquired an option to purchase a 100%interest in the Cupro mineral claims located within the New Westminster Mining Division of British Columbia. Under the terms of the Mining OptionAgreement, we will be able to exercise our option by paying the Optionor C$7,500 on or before January 31, 2007 (which payment we have made), andspending C$10,000 in exploration expenses on or before December 31, 2007; by making payments of C$15,000 to the Optionor and spending C$50,000in exploration expenses on or before December 31, 2008; and by making additional payments of C$25,000 to the Optionor and spending an additionalC$100,000 in exploration expenses on or before December 31, 2009. We will either satisfy the payment terms of the Mining Option Agreement in the timeframe provided thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Mining Option Agreement.The Optionor can terminate the Mining Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default.

The owner of the Cupro mineral claims is W.A. Howell. Mr. Howell staked and recorded his ownership in the Cupro mineral claims under the mineral claimstaking and recording procedures in place at the time in the Province of British Columbia. Under that system, a prospector in the field drives large woodenclaim stakes into the ground outlining the boundaries of his mineral claim and subsequently records a description of the claim and the location of the claimstakes at the nearest Provincial Mining Recorder’s Office. A party is able to stake and record an interest in a particular mineral claim if no other party hasan interest in the said claim that is in good standing and on record at the Provincial Mining Recorder’s Office. There is no formal agreement between Mr.Howell and the Province of British Columbia.

We have not commenced our planned exploration program. Our plan of operations is to conduct mineral exploration activities on the Cupro mineral claimsin order t o assess whether these claims possess commercially exploitable mineral deposits. Our exploration program is designed to explore forcommercially viable deposits of copper, zinc, molybdenum and other metallic minerals. We have not, nor to our knowledge has any predecessor, identifiedany commercially exploitable reserves of these minerals on the Cupro mineral claims. We are an exploration stage company and there is no assurancethat a commercially viable mineral deposit exists on the Cupro mineral claims.

Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of May 31, 2007, wehad $37,693 cash on hand and liabilities in the amount of $7,424. Accordingly, our working capital position as of May 31. 2007 was $30,269. Since ourinception through May 31, 2007, we have incurred a net loss of $7,731. We attribute our net loss to having no revenues to offset our expenses and theprofessional fees related to the creation and operation of our business. Our current working capital is not sufficient to enable us to complete Phase I of thegeological exploration program on the property. Accordingly, we will require additional financing.

Our fiscal year ended is May 31.

We were incorporated on January 30, 2007, under the laws of the state of Nevada. Our principal offices are located at 800 North Rainbow Blvd, Ste 208,Las Vegas, NV 89107, and our phone number is (702) 948-5023 Our agent for service of process in Nevada is Nevada State Resident Agent Services,Inc., 3838 Raymert Drive, Suite 10A, Las Vegas, NV 89121.

5


Table of Contents

The Offering by Selling Shareholders

Securities Being Offered Up to 730,000 shares of our common stock.Of fer ing Price and Alternative Plan ofDistribution

The offering price of the common stock is $0.05 per share. We intendto apply to the NASD over-the-counter bulletin board to allow thetrading of our common stock upon our becoming a reporting entityunder the Securities Exchange Act of 1934. If our common stockbecomes so traded and a market for the stock develops, the actualprice of stock will be determined b y prevailing market prices at thetime of sale or by private transactions negotiated by the sellingshareholders. The offering price would thus be determined by marketfactors and the independent decisions of the selling shareholders.

Minimum Number of Shares To Be Sold inThis Offering

None

Securities Issued and to be Issued 2,230,000 shares of our common stock are issued and outstanding asof the date o f this prospectus. All of the common stock to be soldunder this prospectus will be sold by existing shareholders. There willbe no increase in our issued and outstanding shares as a result of thisoffering.

Use of Proceeds We will not receive any proceeds from the sale of the common stockby the selling shareholders.

Summary Financial Information

Balance Sheet DataFrom inception Jan 30, 2007, to May 31, 2007(Audited).

Cash $ 37,693Total Assets $ 37,693Liabilities $ 7,424Total Stockholder’s Equity $ 30,269

Statement of Loss and DeficitFrom inception Jan 30, 2007, to May 31, 2007(Audited).

Revenue $ 0Loss for the Period $ 7,731

6


Table of Contents

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information inthis prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could beseriously harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded,the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related To Our Financial Condition and Business Model If we do not obtain additional financing, our business will fail

As of May 31, 2007, we had cash in the amount of $37,693. Our cash on hand will allow us to begin but not complete Phase I exploration in 2007. OurPhase I exploration program will require approximately $60,000 to complete, and our Phase II exploration program will require an additional $140,000 tocomplete. In addition, we are required to pay C$15,000 by December 31, 2008 in under the option agreement that we entered into. In order for us tocomplete our Phase I exploration program and begin our Phase II exploration program, and make our option payments, we will need to obtain additionalfinancing. We currently do not have any operations and we have no income. Our business plan calls for significant exploration expenses. We will alsorequire additional financing if further exploration programs are necessary. We will require additional financing to sustain our business operations if we arenot successful in earning revenues once exploration is complete. If our exploration programs are successful in discovering reserves of commercialtonnage and grade, and we exercise our option, we will require additional funds in order to place the Cupro mineral claim into commercial production. Wecurrently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would besubject to a number of factors, including the market prices for copper, zinc, molybdenum and other metallic minerals and the costs of exploring for orcommercial production of these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Because we will need additional financing to fund our extensive exploration activities, our accountants believe there is substantial doubt aboutour ability to continue as a going concern

We have incurred a net loss of $7,731 for the period from our inception to May 31, 2007, and have no sales. Our future is dependent upon our ability toobtain financing and upon future profitable operations from the commercial exploitation of an interest in mineral claims. Our auditors have issued a goingconcern opinion and raised substantial doubt as to our continuance as a going concern. When an auditor issues a going concern opinion, the auditor hassubstantial doubt that the company will continue to operate indefinitely and not go out of business and liquidate its assets. This is a significant risk toinvestors who purchase shares of our common stock because there is an increased risk that we may not be able to generate and/or raise enoughresources to remain operational for an indefinite period of time. The auditor’s going concern opinion may inhibit our ability to raise financing because wemay not remain operational for an indefinite period of time resulting in potential investors failing to receive any return on their investment.

Because we have only recently commenced business operations, we face a high risk of business failure.

We have just begun the initial stages of exploration on mineral claims for which we have acquired an option. As a result, we have no way to evaluate thelikelihood that we will be able to operate the business successfully. We were incorporated on January 30, 2007, and to date have been involved primarily inorganizational activities, the acquisition of an option to purchase an interest in mineral claims and obtaining

7


Table of Contents

an independent consulting geologist’s report on these mineral claims. We have not earned any revenues as of the date of this prospectus, and thus face ahigh risk of business failure.

Because our executive officers do not have any training specific to the technicalities of mineral exploration, there is a higher risk our businesswill fail

Mr. Richard Howie, our president and director, was awarded a Bachelor of Science Degree in Metallurgical Engineering from South Dakota School ofMines and Technology May 1981 with EIT. Mr. Howie has a 26-year career in the mining industry. His responsibilities included sales, engineering designfor cyclone classifiers for grinding circuits and cyclone separators with pumping systems for mining operations as well as working with a team for recyclingsystem design, tailing system design, sales, and implementation for operations in the mining and sand and gravel processing industry. He does not haveany training as a geologist. While Mr. Howie has significant management experience in the mining industry, our management may not be fully aware ofmany of the specific requirements related to working within the exploration and development segment of the industry. As a result, our management maylack certain skills that are advantageous in managing an exploration company. In addition, Mr. Howie’s decisions and choices may not take into accountstandard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimatefinancial success could suffer irreparable harm due to management’s lack of experience in geology and engineering.

Because we conduct our business through verbal agreements with consultants and arms-length third parties, there is a substantial risk thatsuch persons may not be readily available to us and the implementation of our business plan could be impaired.

We have a verbal agreement with our consulting geologist that requires him to review all of the results from the exploration work performed upon themineral claims that we have an option to purchase and then make recommendations based upon those results. In addition, we have a verbal agreementwith our accountants to perform requested financial accounting services and our outside auditors to perform auditing functions. We have a verbalagreement with a firm that provides us with office space, telephone answering and secretarial services. Each of these functions requires the services ofpersons in high demand and these persons may not always be available. The implementation of our business plan may be impaired if these parties donot perform in accordance with our verbal agreement. In addition, it may be difficult to enforce a verbal agreement in the event that any of these partiesfail to perform.

Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of suchenterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered inconnection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipatedproblems relating to exploration, and additional costs and expenses that may exceed current estimates. The search for valuable minerals also involvesnumerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which wecannot insure or against which we may elect not to insure. At the present time, we have no coverage to insure against these hazards. The payment ofsuch liabilities may have a material adverse effect on our financial position. In addition, there is no assurance that the expenditures to be made by us inthe exploration of the mineral claims will result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and otherconditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

8


Table of Contents

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect toincur continuing and significant losses into the foreseeable future. As a result of continuing losses, we may exhaust all of our resources and be unable tocomplete the exploration of the Cupro mineral claims. Our accumulated deficit will continue to increase as we continue to incur losses. We may not beable to earn profits or continue operations if we are unable to generate significant revenues from the exploration of the mineral claims if we exercise ouroption. There is no history upon which to base any assumption as to the likelihood that we will be successful, and we may not be able to generate anyoperating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because access to the Cupro mineral claims may be restricted by inclement weather, we may be delayed in our exploration efforts

Although the Cupro mineral claims can generally be accessed year-round, access to the Cupro mineral claim may be restricted on occasion throughcertain times of the year due to weather in the area. The property is in southwest British Columbia, approximately 75 miles east of Vancouver. Access tothe property is via the Mount Woodside-Mount Agassiz forestry access road leading north from Lougheed Highway #7 about 10 kilometers west ofAgassiz, BC. A logging road to the eastern showings can be accessed 4 km west of Agassiz on Route #7 and 2 km north on the Southerland Road. Theterrain is mountainous and the climate is moist and temperate, typical of the southern coast range of British Columbia, with wet cool winters withoccasional snow at higher elevations. Summers are warm but may be wet. Work can generally be done year-round. The property is situated on thedensely wooded top and south and east-facing slopes of Mt. Woodside, adjacent to the Fraser River to the south and Harrison River to the north.

Because our President has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amountof time to our business operations, causing our business to fail

Mr. Howie, our President and Chief Executive Officer, devotes 5 to 10 hours per week to our business affairs. We do not have an employment agreementwith Mr. Howie nor do we maintain a key man life insurance policy for him. Currently, we do not have any full or part-time employees. If the demands ofour business require the full business time of Mr. Howie, it is possible that Mr. Howie may not be able to devote sufficient time to the management of ourbusiness, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.

Because our President and CEO, Mr. Richard Howie, and our Treasurer and Secretary, Mrs. Marilyn Zimmerman, own an aggregate 67.3% of ouroutstanding common stock, investors may find that corporate decisions influenced by Mr. Howie and Mrs. Zimmerman are inconsistent withthe best interests of other stockholders.

Mr. Howie is our President, Chief Executive Officer and one of two directors. He owns approximately 44.8% of the outstanding shares of our commonstock. Mrs. Zimmerman is our Treasurer, Secretary, and the second of our two directors. She owns approximately 22.4% of the outstanding shares of ourcommon stock. Accordingly, they will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, includingmergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have nocurrent plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. Howie and Mrs. Zimmerman may stilldiffer from the interests of the other stockholders.

9


Table of Contents

Because our President and CEO, Mr. Richard Howie, and our Treasurer and Secretary, Mrs. Marilyn Zimmerman, own an aggregate 67.3% of ouroutstanding common stock, the market price of our shares would most likely decline if they were to sell a substantial number of shares all atonce or in large blocks.

Our President and CEO, Mr. Richard Howie, owns 1,000,000 shares of our common stock, which equates to 44.8% of our outstanding common stock. OurSecretary and Treasurer, Mrs. Marilyn Zimmerman, owns 500,000 shares of our common stock, which equates to 22.4% of our outstanding commonstock. There is presently no public market for our common stock and we plan to apply for quotation of our common stock on the NASD over-the-counterbulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. If our shares are publicly traded on the over-the-counter bulletin board, Mr. Howie will be eligible to sell his shares publicly subject to the volume limitations in Rule 144. The offer or sale of a large numberof shares at any price may cause the market price to fall. Sales of substantial amounts of common stock or the perception that such transactions couldoccur may materially and adversely affect prevailing markets prices for our common stock. If we are unable to successfully compete within the mineral exploration business, we will not be able to achieve profitable operations.

The mineral exploration business is highly competitive. This industry has a multitude of competitors and no small number of competitors dominates thisindustry with respect to any of the large volume metallic minerals. Our exploration activities will be focused on the large volume metallic minerals ofcopper, zinc, molybdenum and other metallic minerals. Many of our competitors have greater financial resources than we do. As a result, we mayexperience difficulty competing with other businesses when conducting mineral exploration activities on the Cupro mineral claims. If we are unable toretain qualified personnel to assist us in conducting mineral exploration activities on the Cupro mineral claims if a commercially viable deposit is found toexist, we may be unable to enter into production and achieve profitable operations.

Because of factors beyond our control, which could affect the marketability of any substances found, we may encounter difficulty selling anysubstances we discover.

Even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves. Numerous factors beyond our controlmay affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resourcemarkets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing andexporting of minerals and environmental protection. These factors could inhibit our ability to sell minerals in the event that commercial amounts of mineralsare found.

Risks Related To Legal Uncertainty

Because we will be subject to compliance with government regulation, which may change, the anticipated costs of our exploration programmay increase

There are several governmental regulations that materially restrict mineral exploration o r exploitation. We will be subject to the Mining Act of BritishColumbia as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physicaldisturbance to the land in order to comply with these regulations. Currently, we have not experienced any difficulty with compliance of any laws orregulations, which affect our business. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations couldincrease our costs of doing

10


Table of Contents

business, prevent us from carrying out our exploration program, and make compliance with new regulations unduly burdensome.

If Native land claims affect the title to our mineral claims, our ability to prospect the mineral claims may be lost.

We are unaware of any outstanding native land claims on the Cupro mineral claims. Notwithstanding, it is possible that a native land claim could be madein the future. The federal and provincial government policy is at this time is to consult with all potentially affected native bands and other stakeholders inthe area of any potential commercial production. In the event that we encounter a situation where a native person or group claims an interest in the Cupromineral claims, we may be unable to provide compensation to the affected party in order to continue with our exploration work, or if such an option is notavailable, we may have to relinquish any interest that we may have in these claims. The Supreme Court of Canada recently ruled that both the federal andprovincial governments in Canada are now obliged to negotiate these matters in good faith with native groups and at no cost to us. Notwithstanding, thecosts and/or losses could be greater than our financial capacity and our business would fail.

Because the Province of British Columbia owns the land covered by the Cupro mineral claims, our availability to conduct an exploratoryprogram on the Cupro mineral claims is subject to the consent of the Province of British Columbia and we can be ejected from the land andW.A. Howell’s interest in the land could be forfeit.

The land covered by the Cupro mineral claims is owned by the Province of British Columbia. The availability to conduct an exploratory program on theCupro mineral claims is subject to the consent of the Province of British Columbia.

In order to keep the Cupro mineral claims in good standing with the Province of British Columbia, the Province of British Columbia requires that before theexpiry dates of the mineral claims that exploration work on the mineral claims valued at an amount stipulated by the government be completed togetherwith the payment of a filing fee or payment to the Province of British Columbia in lieu of completing exploration work. In the event that these conditions arenot satisfied prior to the expiry dates of the mineral claims, we will lose our interest in the mineral claims and the mineral claims then become availableagain to any party that wishes to stake an interest in these claims. In the event that either W.A. Howell or we are ejected from the land or our mineralclaims expire, we will lose all interest that we have in the Cupro mineral claims.

Because new legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as wellas the risks of liability to officers and directors, we may find it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accountingscandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting andauditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant tothe securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under theSecurities Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remainin compliance with the federal securities regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of boardcommittees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. Theperceived increased personal risk

11


Table of Contents

associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Significant costs incurred as aresult of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.

Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares

A market for our common stock may never develop. We currently plan to apply for quotation of our common stock on the NASD over-the-counter bulletinboard upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the bulletinboard, or, if traded, a public market may not materialize. If our common stock is not traded on the bulletin board or if a public market for our common stockdoes not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 730,000 shares of our common stock through this prospectus. Our common stock is presently not traded on anymarket or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is tradingwill cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. Theoutstanding shares of common stock covered by this prospectus represent approximately 32.8% of the common shares outstanding as of the date of thisprospectus.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of tradingactivity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and ExchangeCommission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securitiesexchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from therules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stockmarket. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealerand its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer'spresumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. Inaddition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special writtendetermination that the penny stock is a suitable investment fo r the purchaser and receive the purchaser's written agreement to the transaction.Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to thepenny stock rules, and investors in our common stock may find it difficult to sell their shares.

If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and oursecurities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC in order forshares of our common stock to be eligible for quotation on

12


Table of Contents

the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will beterminated following a 30 or 60 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on theover-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future,intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements.Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks facedby us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.05 per share offering price of our common stock was arbitrarily chosen using the last sales price of our stock from our most recent private offeringof common stock. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.We intend to apply to the NASD over-the-counter bulletin board for the quotation of our common stock upon our becoming a reporting entity under theSecurities Exchange Act of 1934. We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registrationstatement of which this prospectus forms a part. If our common stock becomes so traded and a market for the stock develops, the actual price of stock willbe determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price wouldthus be determined by market factors and the independent decisions of the selling shareholders.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution toour existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 730,000 shares of common stock offered through this prospectus. All of theshares were acquired from us by the selling shareholders in an offering that was exempt from registration pursuant to Rule 504 of Regulation D of theSecurities Act of 1933 and completed on April 29, 2007.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of August 20,2007 including:

1. the number of shares owned by each prior to this offering;2. the total number of shares that are to be offered by each;

13


Table of Contents

3. the total number of shares that will be owned by each upon completion of the offering;4. the percentage owned by each upon completion of the offering; and5. the identity of the beneficial holder of any entity that owns the shares.

The named party beneficially owns and has sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table.The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchasesadditional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 2,230,000 shares of common stockoutstanding on August 20, 2007.

Name of Selling Shareholder

Shares Owned

Prior to thisOffering

Total Number ofShares to beOffered for

SellingShareholder

Account

Total Shares tobe Owned UponCompletion ofthis Offering

Percent OwnedUpon Completion

of thisOffering

Becker, Arthur10513 Findlay AveLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Becker, Arthur.Custodian for Steven E. Becker10513 Findlay AveLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Becker, Sally10513 Findlay AveLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Becker, SallyCustodian for Shari Becker10513 Findlay AveLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Bilotto, Anthony2956 Crib Point Dr.LAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Capello, William4525 Cold SpringINDIANAPOLIS, IN 46228

20,000 20,000 Nil Nil

Carvotta, Pascal6804 Rose PetalLAS VEGAS, NV 89149

10,000 10,000 Nil Nil

Clark, Gary8917 Valley of FireLAS VEGAS, NV 89149

20,000 20,000 Nil Nil

Clark, Susan8917 Valley of FireLAS VEGAS, NV 89149

20,000 20,000 Nil Nil

14


Table of Contents

Dahl, Tiffany11178 Antonine Wall CourtLAS VEGAS, NV 89141

20,000 20,000 Nil Nil

Fahler, Carol3012 Bonnie RockLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Fahler, Ronald3012 Bonnie RockLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Flurer, Dorothy1503 Callone Ave.BETHLEHEM, PA 18017

20,000 20,000 Nil Nil

Foster, Ruth E.5805 Spinetail DriveNORTH MYRTLE BEACH, SC 29582

20,000 20,000 Nil Nil

Gordon, Everett2121 Red DawnLAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Grant, Barbara M.10412 Button Willow Dr.LAS VEGAS, NV 89134

20,000 20,000 Nil Nil

Grant, Blaine31 Katta Dr.CHEROKEE VILLAGE, AR

20,000 20,000 Nil Nil

Greenblatt, Jay1753 Honeytree Dr.LAS VEGAS, NV 89144

20,000 20,000 Nil Nil

Greenblatt, Linda1753 Honeytree Dr.LAS VEGAS, NV 89144

20,000 20,000 Nil Nil

Grieco, Gary552 Calabash RoadCALABASH, NC 28467

20,000 20,000 Nil Nil

Howard, Rosemary42667 23rd. St. WestLANCASTER, CA 93536

20,000 20,000 Nil Nil

Karl, William E.918 Heshbon DriveNORTH MYRTLE BEACH, SC 9582

40,000 40,000 Nil Nil

King, Lynn11122 Aberdeen St. NEBLAINE, MN 55449

20,000 20,000 Nil Nil

McGinnis, John605 E. 131st St.BURNSVILLE, MN 55337

20,000 20,000 Nil Nil

ROSS, CONNIE S918 Heshbon DriveNORTH MYRTLE BEACH, SC 9582

60,000 60,000 Nil Nil

15


Table of Contents

Ross, Sean544 Stonemason Dr.MYRTLE BEACH, SC 29579

20,000 20,000 Nil Nil

Ross, SeanAs custodian for Ashby K Ross544 Stonemason Dr.MYRTLE BEACH, SC 29579

20,000 20,000 Nil Nil

Ross, SeanAs custodian for Shelby C Ross544 Stonemason Dr.MYRTLE BEACH, SC 29579

20,000 20,000 Nil Nil

Stull, Edward1509 Callone AveBETHLEHEM, PA 18017

20,000 20,000 Nil Nil

Yentes, Janis42667 23rd St. W.LANCASTER, CA 93536

20,000 20,000 Nil Nil

Yentes, JanisAs custodian for John Yentes42667 23rd St. W.LANCASTER, CA 93536

20,000 20,000 Nil Nil

Yentes, Jessie42667 23rd St. W.LANCASTER, CA 93536

20,000 20,000 Nil Nil

Yentes, JessieAs custodian for David Yentes42667 23rd St. W.LANCASTER, CA 93536

20,000 20,000 Nil Nil

Yentes, JessieAs custodian for Timothy Yentes42667 23rd St. W.LANCASTER, CA 93536

20,000 20,000 Nil Nil

None of the selling shareholders;(1) has had a material relationship with us other than as a shareholder at any time within the past three years;(2) has been one of our officers or directors.

Plan of Distribution The sales price to the public is fixed at $0.05 per share until such time as the shares of our common stock become traded on the NASD Over-The-CounterBulletin Board or another exchange. Although we intend to apply for quotation of our common stock on the NASD Over-The-Counter Bulletin Board, publictrading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, or anotherexchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the timeof resale. In these circumstances, the sales price to the public may be:

1. the market price of our common stock prevailing at the time of sale;2. a price related to such prevailing market price of our common stock, or;3. such other price as the selling shareholders determine from time to time.4. in short sales, or;5. in any combination of these methods of distribution.

16


Table of Contents

The sales price to the public is fixed at $0.05 per share until such time as the shares of our common stock become traded on the NASD Over-The-CounterBulletin Board or another exchange. Although we intend to apply for quotation of our common stock on the NASD Over-The-Counter Bulletin Board, publictrading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, or anotherexchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the timeof resale. In these circumstances, the sales price to the public may be:

1. the market price of our common stock prevailing at the time of sale;2. a price related to such prevailing market price of our common stock, or;3. such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealerparticipating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for thepurchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, inturn, distribute such shares as described above.We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other feespayable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of thecommon stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, andtherefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. not engage in any stabilization activities in connection with our common stock;2. furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may berequired by such broker or dealer; and;3. not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under theSecurities Exchange Act.

17


Table of Contents

Legal Proceedings

We are not currently a party to any legal proceedings.

Directors, Executive Officers, Promoters and Control Persons

Our executive officers and directors and their respective ages as of August 20, 2007 are as follows: Director: Name of Director Age Richard Howie 49 Marilyn Zimmerman 53 Executive Officers: Name of Officer Age OfficeRichard Howie 49 President, CEO, Director

Marilyn Zimmerman 53Treasurer, Secretary,Director

Set forth below is a brief description of the background and business experience of executive officers and directors.

Richard Howie is our President, Chief Executive Officer, and one of our directors. As President, Mr. Howie is responsible for the day-to-day managementof the Company and for the continued strategic evolution of its mineral exploration and development programs.

Mr. Howie, a metallurgical engineer, has a 26-year career related to the mining industry. Responsibilities have included sales and engineering design forcyclone classifiers for grinding circuits and cyclone separators with pumping systems for mining operations, as well as working with a team for recyclingsystem design, tailing system design, sales, and implementation for operations in the mining and sand and gravel processing industry.

Mr. Howie has served as Vice President of Process Engineers and Equipment Corporation in Spokane, Washington, since 1993. The company providestailing system design, sales, and implementation for customers in the mining and sand and gravel processing industry. Mr. Howie will initially devote 10%of his time to Bold View Resources, Inc.

Marilyn Zimmerman is our Secretary, Treasurer and a director. As Secretary and Treasurer, Mrs. Zimmerman is responsible for all filings, record keepingand administrative functions for the Company. Mrs. Zimmerman has a background as a business administrator and has worked in Las Vegas in thatcapacity for more than five years.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office inaccordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

18


Table of Contents

Significant Employees

Richard Howie and Marilyn Zimmerman are our only employees.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of August 20, 2007 certain information as to shares of our common stock owned by (i) each person known by us tobeneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:

Title of Class Name and address ofbeneficial owner

Number of Shares ofCommon Stock

Percentage of Common Stock(1)

Common Stock Richard Howie1011 W. 25th AveSpokane, WA 99203

1,000,000 44.8%

Common Stock Marilyn Zimmerman9573 Gainey Ranch Ave.Las Vegas, NV 89147

500,000 22.4%

Common Stock All Officers and Directors as aGroup (one person)

1,500,000 67.3%

(1) The percent of class is based on 2,230,000 shares of common stock issued and outstanding as of May 31, 2007

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and ExchangeCommission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the powerto vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one personmay be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person hasthe right to acquire within 60 days, such as options or warrants to purchase our common stock.

19


Table of Contents

Description of Securities

Our authorized capital stock consists of 50,000,000 shares of common stock, with a par value of $0.001 per share. As of May 31, 2007, there were2,230,000 shares of our common stock issued and outstanding. Our shares are held by thirty-six (36) stockholders of record. We have no authorizedpreferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except asotherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of ourcommon stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case ofelection of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy,subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stockissued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. Avote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger oran amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion ofour business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable intoshares of our common stock.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporationsunless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation andbylaws do not state that these provisions do not apply. The statute creates a

20


Table of Contents

number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and votingrestrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State ofNevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity ofthe securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on acontingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents orsubsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter,voting trustee, director, officer, or employee.

Ronald Serota, Attorney, of the Corporate Law Center, our independent legal counsel, has provided an opinion on the validity of our common stock.

Moore & Associates, Chtd., has audited our financial statements included in this prospectus and registration statement to the extent and for the periodsset forth in their audit report. Moore & Associates, Chtd. has presented their report with respect to our audited financial statements. The report of Moore &Associates, Chtd. is included in reliance upon their authority as experts in accounting and auditing.

Barry Price, consulting geologist, has provided a geological evaluation report on the mineral claims. He was employed on a flat rate consulting fee and hehas no interest, nor does he expect any interest in the property or securities of Bold View Resources, Inc.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our articles of incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We havebeen advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 isagainst public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against suchliabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinionof our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to acourt of appropriate jurisdiction. We will then be governed by the court's decision.

Organization within the Last Five Years

We were incorporated on January 30, 2007, under the laws of the State of Nevada.

On January 31, 2007, we entered into a Mining Option Agreement with W.A. Howell, acquiring an option to purchase a 100% interest in the Cupro mineralclaims, located in the New Westminster Mining Division of the Province of British Columbia. The Mining Option Agreement sets forth each party's rightsand responsibilities relating to both the exploration and potential mining stages of the operations to be conducted on the Cupro mineral claims.

Mr. Richard Howie, our President, CEO, and director has been a promoter of our company since its inception.

21


Table of Contents

Description of Business

In General

We are an exploration stage company that intends to engage in the exploration of mineral properties. We have acquired an option to purchase an interestin mineral claims that we refer to as the Cupro mineral claims. Exploration of these mineral claims is required before a final determination as to theirviability can be made. Our option on this property is currently unexercised. In the event that we do not exercise our option, we will have no interest in theCupro mineral claims and will not be entitled to receive back any monies spent to maintain the option.

Our plan of operations is to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable quantities ofcopper, zinc, molybdenum, and other metallic minerals. We will not be able to determine whether or not the Cupro mineral claims contain a commerciallyexploitable mineral deposit, or reserve, until appropriate exploratory work is done and geological and economic evaluations based on that work indicateeconomic viability.

Phase I of our exploration program will begin in the third quarter of 2007and cost approximately $60,000. Once we receive the results of our Phase Iexploration, our board of directors, in consultation with our consulting geologist, will assess whether to proceed with further exploration. Phase II of ourexploration program will cost approximately $140,000. The existence of commercially exploitable mineral deposits in the Cupro mineral claims is unknownat the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration program.

Our Option Agreement

Mr. W.A. Howell staked and recorded his ownership in the Cupro mineral claims under the mineral claim staking and recording procedures in place at thattime in the Province of British Columbia. Under that system, a prospector in the field drives large wooden claim stakes into the ground outlining theboundaries of his mineral claim and subsequently records a description of the claim and the location of the claim stakes at the nearest Provincial MiningRecorder’s Office. A party is able to stake and record an interest in a particular mineral claim if no other party has an interest in the said claim that is ingood standing and on record at the Provincial Mining Recorder’s Office. There is no formal agreement between Mr. Howell and the Province of BritishColumbia.

Mr. Howell’s interest in the Cupro mineral claims will continue into perpetuity provided that the mineral claims remain in good standing by paying theapplicable fee which is based upon whether exploration work takes place. If exploration work take places and expenditures are made for this purpose inan amount stipulated by the government, the claims can be maintained in good standing by simply remitting a filing fee to the Province of British Columbiathat currently does not exceed $115. If no exploration work takes place, the claims can be kept in good standing by remitting to the Province of BritishColumbia the stipulated amount that otherwise was required to be expended for exploration work together with the payment of a filing fee or payment thatcurrently does not exceed $115.

In order to extend the expiry dates of a mineral claim, the British Columbia government requires either (1) completion of exploration work on the mineralclaims valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia the stipulatedamount that

22


Table of Contents otherwise was required to be expended for exploration work in lieu of completing exploration work and the payment of a filing fee to maintain the mineralclaims. When exploration work valued at an amount stipulated by the government is completed and a filing fee is remitted to the Province of BritishColumbia, the expiry dates of the mineral claims can be extended for a maximum of 10 additional years at a time. In the event that no exploration work iscompleted and a filing fee and additional fee are paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of themineral claims can be extended for a maximum of only 1 additional year.

Under the terms of the Mining Option Agreement between Bold View Resources, Inc. and Mr. Howell, we acquired an option to purchase a 100% interestin the Cupro mineral claims. Under that Agreement, we have already paid Mr. Howell an initial sum of C$10 to acquire the option and an additional optionpayment of C$7,500, which was due prior to January 31, 2007. The Agreement also requires an additional C$15,000 prior to December 31, 2008, and anadditional C$25,000 due prior t o December 31, 2009. In addition, we must incur C$10,000 in exploration expenditures prior to December 31, 2007,C$50,000 prior to December 31, 2008, and C$100,000 prior to December 31, 2009. Under the terms of the Mining Option Agreement, we are to exerciseour option by making the above payments and incurring the above exploration expenses. We also agree to incur C$250,000 in exploration expenditures onor before October 31 of each year subsequent to 2009.

We will either satisfy the payment terms of the Mining Option Agreement in the time frame provided, thereby resulting in us exercising this option, or wewill fail to satisfy the payment terms and be in default of the Mining Option Agreement. The Optionor can terminate the Mining Option Agreement if we failto cure any default within 45 days after the receipt of notice of default. Our option will expire if we are in default of the Mining Option Agreement and fail tocure any default within 45 days after the receipt of notice of default.

W e selected Cupro mineral properties based upon an independent geological report, which was commissioned from David J. Bridge, a ConsultingGeologist. Mr. Bridge recommended a two-phase exploration program on these claims that will cost us approximately US$200,000. We plan to beginPhase I of our exploration program in the third quarter of 2007. Description and Location of the Cupro mineral claims

The Cupro mineral claims consist of the following claims located in the New Westminster Mining Division of British Columbia:

TENURE TYPE NAME MAP GOOD TO DATE STATUS AREA ha539301 Mineral CUPRO 092H 2008/aug/14 GOOD 527.247539307 Mineral 092H 2008/aug/14 GOOD 527.355539311 Mineral 092H 2008/aug/14 GOOD 253.056540085 Mineral CUPRO5 092H 2008/aug/29 GOOD 126.576549027 Mineral TOP1 092H 2008/jan/10 GOOD 337.341549028 Mineral TOP 2 092H 2008/jan/10 GOOD 252.979549029 Mineral TOP 3 092H 2008/jan/10 GOOD 442.72

The Province of British Columbia owns the land covered by the Cupro mineral claims. Currently, we are not aware of any native land claims that mightaffect the title to the mineral claims or to British Columbia’s title to the property. Although we are unaware of any situation that would threaten theseclaims, it is possible that

23


Table of Contents a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected nativebands and other stakeholders in the area of any potential commercial production. If we should encounter a situation where a native person or group claimsan interest in these claims, we may choose to provide compensation to the affected party in order to continue with our exploration work, or if such anoption is not available, we may have to relinquish any interest that we hold in these claims.

Prior to the expiry dates listed above, we plan to file for an extension of the Cupro mineral claims if we have exercised our option to purchase the claimsfrom Mr. Howell. In order to extend the expiry dates of a mineral claim, the government requires either (1) completion of exploration work on the mineralclaims valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia the stipulatedamount that otherwise was required to be expended for exploration work in lieu of completing exploration work and the payment of a filing fee to maintainthe mineral claims.

Currently, an exploration work value of approximately $1.30 per acre is required during each of the first three years after a claim is acquired and anexploration work value of approximately $2.60 per acre is required in subsequent years. This stipulated amount of expenditures toward exploration work isset by the Province of British Columbia and can be altered in their sole discretion. Mr. W.A. Howell originally staked and recorded his ownership in theCupro mineral claims. Exploration expenditures on the Cupro mineral claims must be completed and filed with the Province in the required amounts peracre, depending on the claim, or this amount must be paid to the Province of British Columbia by the respective date. A maximum of ten years of workcredit may be filed on a claim at a time.

The exploration fees we anticipate incurring over the coming twelve months will result in an extension of the expiry dates of the mineral claims for themaximum of ten years provided that a report and filing fee not exceeding $115 is remitted to the Province of British Columbia. In the event that noexploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of themineral claims can be extended only on an annual basis into perpetuity for a maximum of only one additional year. If the required exploration workexpenditure is not completed and filed with the Province in any year or if a payment is not made to the Province of British Columbia in lieu of the requiredwork within this year, the mineral claims will lapse and title with revert to the Province of British Columbia.

Geological Exploration Program in General

We have obtained an independent Geological Report and have acquired an option to purchase the Cupro mineral claims. David J. Bridge, ConsultingGeologist, has prepared this Geological Report and reviewed all available exploration data completed on these mineral claims. A primary purpose of thegeological report is to review information, if any, from the previous exploration of the mineral claims and to recommend exploration procedures to establishthe feasibility o f commercial production project on the mineral claims. The report, among other things, lists the mineral titles on the Cupro property,describes the location and access to the property, provides climate and physiographic information, contains a history and geology of the property, andreviews adjacent properties. The report also gives conclusions regarding potential mineralization of the mineral claims and recommended a furthergeological exploration program.

David J. Bridge is a geologist with offices at 380-1199 W. Pender Street, Vancouver, BC V6H 2R4

In his Geological Report, Mr. Bridge prepared a summary as follows:

24


Table of Contents

The company has acquired a large property within the Harrison Lake volcanic package, situated on Mt. Woodside near Harrison Mills, BC., east ofMission City The property encompasses a number of showings which have characteristics of volcanogenic massive sulphide (VMS) deposits. In additionthere is a silver-mercury showing at low elevations which was rediscovered about 1975, but which has not been explored in detail. The property wasinspected August 14, 2007 accompanied by property owner Bill Howell, P. Geo. and Barry Price, M.Sc., P. Geo.

The property is situated adjacent to Harrison Mills BC, a small community between Mission and Agassiz on the Loughheed Highway on the north side ofFraser River, approximately 75 miles east of Vancouver Be. The CPR main rail line passes through the property. The Loughheed Highway and a numberof logging roads provide access to the property. Small private land holdings at lower elevations are occupied as residential Jots, but these do not affect thetarget areas.

The property contains the following showings:

1. Ascot, Fab, Treblif Volcanogenic Massive Sulphide ("VMS") showings with copper, lead, zinc sulphides in stringer zones.2. Fairplay, St. Alice VMS showings3. HVB showing An Epithermal? Showing of Mercury/Copper-¬Silver mineralization in altered volcanics, possibly related to a major fault.4. A fourth showing, the Valleyview/Midnight; VMS showing is just outside the east boundary of the property, on claims owned by Armstrong

Sand and Gravel to the east of the Cupro property, and is occupied by a gravel and aggregate operation.

The claims are situated at low to moderate elevations, within the influence of the Vancouver "maritime" climate, and can be worked for most of the yearunless heavy snow falls.

The property is under-explored, although several Assessment reports are available which describe the work done fairly well. The volcanic packagecontains numerous gold, silver and VMS showings, of which the most prominent is the "Seneca" volcanogenic massive sulphide deposit, situated 10kilometres to the north, and now being explored by Carat Explorations Ltd. Other VMS prospects in the same rock package are being explored at NorrishCreek and Chehalis Lake areas. As at the Seneca deposits to the north, mineralized footwall volcaniclastics and sediments and hangingwall unmineralizedmassive volcanic rocks have been recognized, which assists in defining the target for polymetallic volcanogenic massive sulphide (VMS) deposits.

A prominent linear is visible on topographic maps, landsat photos and air photos which trends from Seneca directly through the Cupro claims. This featurehas not been prospected or explored.

This report summarizes work done on the various showings in the past and sets out a proposed exploration program and budget for the next two phasesof exploration.

Suggested work involves:Prospecting and mappingInspection of the known showings, with rock and soil samples Compilation of existing geochemical surveysAirborne magnetic-VLF-radiometric surveysIP surveys over favourable areasDrilling of IP anomalies, airborne geophysical anomalies or geochemical anomalies

A first phase budget of US$ 60,000 and a second phase budget of US$ 140,000 for a total of US$ 200,000 is recommended.

25


Table of Contents

W e have not yet commenced the fieldwork phase of our initial exploration program. Exploration is currently in the planning stages. Our explorationprogram is exploratory in nature and there is no assurance that mineral reserves will be found. The details of the Geological Report are provided below.

Exploration History of the Cupro Mineral Claims

The history of the exploration of the mineral claims is described in the report that was prepared by our geological consultant, David J. Bridge. The followingsummary of the exploration history of the mineral claims is based on our consultant’s description.

A brief history of the showings within or near the property is derived from Minister of Mines Annual Reports, Assessment Reports and Minfile.

A brief history of the showings within or near the property is derived from Minister of Mines Annual Reports, Assessment Reports andMinfile.

1897-1888: Two claims were staked on the banks of the Fraser, on what is now the Fairplay and Queen Crown grants. A lengthy tunnelwas driven into the hill from near the railway tracks, following the trace of two mineralized zones with polymetallic copper-lead zincmineralization. Claims were also known as Lady Jane, Fat Man, Queen and St. Alice. No plans of the workings remain

1929: This property was acquired by the late Frank E Woodside as the FEW claims. There is no record of additional work done.

1966: Trenching was carried out on the Ascot property by Ascot Mines Ltd. on mineralized showings near the switchback on the accessroad (approximately the same location as the later 1971 work). Work was also done on the nearby PF and Midnight property (now withinthe sand and gravel operation) by C.J. Coveney for Bethex Exploration Ltd. An IP survey was completed, 6 trenches totaling 1,950 ft.were cut, and two drillholes totaling 1,056 feet were completed. A number of mineralized zones were explored.

1971: Mapping and sampling was done on the Fab claims, adjacent to the Ascot property by geologist David Cooke, P.Eng., for GarySchell of Geoquest Ltd. Stringer and vein polymetallic mineralization was seen. Approximately $1,250 was expended.

1973: Harry Vernon Barley of Mission staked two claims on the copper-silver--mercury mineralized zones at the base of Mt. Woodsideabout 1 km east of Harrison River bridge. The property was inspected and sampled by geologist Barry Price, P.Geo in 1974 for DelphiResources Ltd., a private company.

1981: A small program of mapping and sampling was done on the Treblif property (covering the same area as Fah) by Tim Sadlier Brown,P.Eng. for Invermay Resources Ltd. (Mel Pardek).

1984: A geological program was completed by Ken Northcote, Ph.D. for Star Mountain Resources Inc. on the Valleyview (Midnight)area claims to the east of the Cupro property. Grab, or selected samples, assayed from 0.016% to 10.20% copper, and containing up to9.6 oz/ton silver over narrow widths. Approximately $9,700 was expended. K.E. Northcote and Associates Ltd. were contracted by StarMountain Resources Inc. to-carry out a ground magnetometer survey on the Valley View and Goldtop claims and prepare a reportoutlining the results of this work.

26


Table of Contents

1988: Also on the Valleyview claims, a geological program was completed by Marion Blank, B.Sc., for Gila Bend Resource Corp. The programlooked at two showings: 1. Valley View Showing: A strong northeasterly trending zone of hydrothermal alteration with massive sulphide mineralization along twosuperimposed fracture patterns -020 degrees and 310 degrees. Major mineralization consists of coarse crystalline pyrite, less chalcopyrite,minor sphalerite and galena with silver values and trace gold values.

2. Stacey Creek Showing: A siliceous brecciated alteration zone with irregular veins of barite. Minor sulphide mineralization consisting ofpyrite, chalcopyrite, galena and sphalerite occurs locally in association with sericitic and siliceous alteration. Minor gold values were alsonoted.

The work program included comprehensive mapping, magtnetometer and VLF EM surveys at a total cost of $46,000.

While minor other prospecting has been done on Mt. Woodside since that time (Murray MacLaren, personal communication) no othergeological, geophysical, or geochemical work has been filed with the government.

Showings

The primary showings (geological evidence of local mineralization) of interest on the Cupro mineral claims property are noted below:

HVB showing.

This showing occurs along the west facing slope of Mt. Woodside where the fields adjoin the Highway. Along the slope are indications of probable shallowadits with some vein mineralization with Tetrahedrite (Copper Antimony sulphide) and minor Cinnabar (Mercuric sulphide) in quartz/carbonate veins. Theproperty was briefly staked in about 1973 by Harry Vernon Barley. BJ Price wrote up a brief summary for Delphi Resources Ltd, a private company, in1974. Seven samples were taken by Price in 1974 and noted in our Geologist’s report.

Ascot Showing:

At the Ascot showing, the volcanic rocks are locally silicified and mineralized with sulphides, mainly pyrite, with minor amounts of chalcopyrite and a traceof sphalerite. Mineralization is associated with quartz stringers striking west-northwest and dipping steeply northeast in altered siliceous volcanic rocksincluding agglomerate or andesite flow breccia. A film of chalcocite coats the other sulphides where the stringers are vuggy. These sulphides also occur insmall amounts in the country rock together with heavy concentrations of pyrite.

In the same vicinity, chalcopyrite is reported (Minfile) to occur in a shear in porphyritic andesite. The shear is 15 centimeters wide, strikes 110 degrees,dips 65 degrees southwest and is parallel to a band of grey, cherty pyritic rock about 3 meters wide. A sample of a sulphide-rich gossan zone yielded 0.35per cent copper and less than 0.1 gram per ton gold.

27


Table of Contents Mineralization at the Ascot (or Fab) showing is described by D.L Cooke P.Eng. as follows: Pyrite Is the most widespread form of sulphide mineralization,and its abundance appears to be directly correlated with the intensity of fracturing and/or rock types. Little or no pyrite was observed in the massiverhyolite and dacite flows.

From a trace to about 5% pyrite was noted in the andesite flows, and up to 20% pyrite in some outcrops of rhyolitic fragmental rocks. Pyrite occurs both indisseminated cubes and as sub-massive sulphide associated with fractures and quartz stringers within these siliceous pyroclastic members. Like thefragmented host rocks, these areas of intense mineralization have not been traced for any appreciable distances.

Minor amounts of chalcopyrite and a trace of sphalerite are associated with quartz stringers in altered siliceous agglomerates near the southeast boundaryof the (former) Fab No.2 claim. These sulphides also occur in small amounts together with the heavy pyrite impregnating the country rock.

Where some of the stringers are vuggy, a secondary black film of chalcocite coats the other sulphides. Traces of disseminated chalcopyrite also occur inassociation with pyrite.

Copper-zinc-silver mineralization in a similar volcanic setting has been reported on the adjacent Ascot claims to the east, and on the Seneca claims whichlie several miles to the northwest on the west side of Harrison Lake.Playfair showing

Although the Playfair showing appears to be covered by two crown-granted mineral claims, ownership of this property is uncertain. There were two "lodes"reported in 1897, explored from working near the railway level. Polymetallic mineralization is present but it is not known whether this is vein material orVMS or Kuroko type mineralization. The showing should be mapped and sampled in detail.

Recommendations from Our Consulting Geologist

In his Geological Report, Mr. Bridge prepared conclusions and recommendations of the exploration program as follows:

CONCLUSIONS

The Cupro property, which has been explored intermittently in the past by a number of junior companies, each with small claim holdings,has been assembled into one large property which can now be explored by modern geochemical and geophysical methods.

Although there are no immediate drill targets, comparison with adjacent VMS properties such as the Seneca property, suggests thatsimilar massive sulphide mineralization could occur in the area.

With volcanic packages such as the Harrison Lake formation (host to the Seneca deposits and the Cupro showings), deposits aregenerally found in strongly altered “footwall” volcanic (tuffs and volcanic sediments) generally at a sedimentary interface. The deposits areoverlain by relatively unaltered, massive “Hangingwall” volcanics which are fresh and unmineralized. Such a ssuccession is present at Mr.Woodside, where the known showings are at the base of the mountain, overlain by massives and volcaniclastics. This provides a goodexploration target, and it appears that Footwall and Hanginwall sequences have been recognized.

RECOMMEDATIONS

Initially, base maps should be prepared at a favorable scale. New TRIM topographical maps are appropriate, and can be purchased indigital format.

A comprehensive prospecting and mapping program is suggested, to be followed by geochemical soil and silt stream sediment surveysand rock sampling. Any anomalous areas should have Induced Polarization (IP) survey grids completed to try and outline areas withsulphides.

An airborne geophysical multi-sensor survey might be useful, in light of the steep and relatively inaccessible terrain on the north slope ofthe mountain. If areas of interest are outlined by any one or more of the above noted surveys, a program of diamond drilling would follow.

28


Table of Contents

Exploration Budget Phase I Exploration ExpenditureCompilation of Geochemical data $ 7,000Prospecting $ 8,000Geochemical mapping, sampling $ 18,000Vehicles, Fuel $ 5,500Room & Board $ 4,500Analyses $ 6,000Supplies $ 1,000Report $ 6,000 $ 55,000Contingencies @10% approximately $ 5,000Phase I Total $ 60,000 Phase II Geophysical surveys and drilling $ 140,000Phase II Total $ 140,000 Total, Phases I and II $ 200,000

While w e have not commenced the fieldwork phase of our initial exploration program, w e intend to proceed with the initial exploratory work asrecommended. We anticipate that Phase I will begin in the third quarter of 2007. Upon our review of the results, we will assess whether the results aresufficiently positive to warrant additional phases of the exploration program. We will make this decision to proceed with further phases based upon ourconsulting geologist’s review of the results and his recommendations. In order to complete Phase I and any additional phases, we will need to raiseadditional capital. We plan to raise additional capital in the amount of $125,000 to $150,000 during the fiscal year ending May 31, 2008 by seekingadditional funds from existing investors or by offering equity securities to new investors. Competition

The mineral exploration industry, in general, is intensely competitive, and even if commercial quantities of reserves are discovered, a ready market maynot exist for the sale of the reserves.

Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. We wereincorporated on January 30, 2007 and our operations are not well established. Our resources at the present time are limited. We may exhaust all of ourresources and be unable to complete the exploration of the Cupro mineral claims. There is also significant competition to retain qualified personnel toassist in conducting mineral exploration activities. I f a commercially viable deposit is found to exist and we are unable to retain additional qualifiedpersonnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to competewith other companies in the industry and enter into production of the mineral claims if a commercial viable deposit is found to exist.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximityand capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, landtenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, butthe combination of these factors may result in our not receiving an adequate return on invested capital.

29


Table of Contents

Compliance with Government Regulation

The main agency that governs the exploration of minerals in the Province of British Columbia, Canada, is the Ministry of Energy and Mines.

The Ministry of Energy and Mines manages the development of British Columbia's mineral resources, and implements policies and programs respectingtheir development while protecting the environment. In addition, the Ministry regulates and inspects the exploration and mineral production industries inBritish Columbia to protect workers, the public and the environment.

The material legislation applicable to Bold View Resources, Inc. is the Mineral Tenure Act, administered by the Mineral Titles Branch of the Ministry ofEnergy and Mines. The initial phase of our exploration program will consist of hand trenching, sampling, mapping, and possibly a segment of an electronicbased geological exploration technique referred to as Induced Polarization. The practice in British Columbia under this act has been to request permissionfor such a program in a letter to the B.C. Ministry of Energy and Mines. Permission is usually granted within one week. Should a follow-up explorationprogram be undertaken, it would probably be intended to refine information garnered in the first phase employing the same methods of exploration.

The B.C. Ministry of Energy and Mines administers the Mines Act, the Health, Safety and Reclamation Code and the Mineral Exploration Code. Ongoingexploration programs likely will be expanded to include activities such as line cutting, machine trenching and drilling. In such circumstance, a reclamationdeposit is usually required in the amount of $3,000 to $5,000. The process of requesting permission and posting the deposit usually takes about 2 weeks.The deposit is refundable upon a Ministry of Energy and Mines inspector’s determination that the exploration program has resulted in no appreciabledisturbance to the environment.

The Mineral Tenure Act and its regulations govern the procedures involved in the location, recording and maintenance of mineral and placer titles in BritishColumbia. The Mineral Tenure Act also governs the issuance of mining leases, which are long term entitlements to minerals, designed as productiontenures. At this phase in the process, a baseline environmental study would have to be produced. Such a study could take many months and cost inexcess of $100,000.

All mineral exploration activities carried out on a mineral claim or mining lease in British Columbia must be in compliance with the Mines Act. The MinesAct applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. Additionally, the provisions ofthe Health, Safety and Reclamation Code for mines in British Columbia contain standards for employment, occupational health and safety, accidentinvestigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standardsfor exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposedexploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the Ministryof Forests. Items such as waste approvals may be required from the Ministry of Environment, Lands and Parks if the proposed exploration activities aresignificantly large enough to warrant them.

If we progress to the production phase, production of minerals in the Province of British Columbia will require prior approval of applicable governmentalregulatory agencies. We cannot be certain that such

30


Table of Contents approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known in advance.

W e wil l also have to sustain the cost of reclamation and environmental remediation fo r all exploration work undertaken. Both reclamation andenvironmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must becleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural stateafter completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy anyenvironmental damage caused such as refilling trenches after sampling or cleaning up fuel spills. Our initial exploration program does not require anyreclamation or remediation because of minimal disturbance to the ground. The amount of these costs is not known at this time because we do not knowthe extent of the exploration program we will undertake, beyond completion of the recommended exploration phase described above, or if we will enterinto production on the property. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it isimpossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit isdiscovered.

Employees

W e have no employees as of the date of this prospectus other than our president and CEO, Mr. Howie, and our Secretary and Treasurer, Mrs.Zimmerman. We conduct our business largely through agreements with consultants and other independent third party vendors.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We have neither formed, nor purchased any subsidiaries since our incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Plan of Operations

Our business plan is to proceed with the exploration of the Cupro mineral claims to determine whether there are commercially exploitable reserves ofcopper, zinc, molybdenum, and other metallic minerals. We have entered into a Mining Option Agreement regarding the Cupro mineral claims and intendto proceed with the initial exploration program as recommended by our consulting geologist. Phase I of the recommended geological exploration programwill cost approximately $60,000. We had $30,269 in working capital as of May 31, 2007. Accordingly, we are able to begin but not complete the initialstages of our Phase I mineral exploration program without additional financing. We plan to raise additional capital in the amount of $125,000 to $150,000during the fiscal year ending May 31, 2008 by seeking additional funds from existing investors or by offering equity securities to new investors. Thisadditional capital will allow us to complete Phase I activities and begin Phase II activities as well, should we determine with our consulting geologist thatPhase II is advisable. These funds will also allow us to pay the C$15,000 installment due under our Option Agreement with Mr. Howell by December 31,2008.

31


Table of Contents

A report of our consulting geologist regarding findings from Phase I is expected within six months of the commencement of Phase I explorations. Once wereceive the analysis of our Phase I exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceedwith Phase II of our mineral exploration program. In making this determination to proceed with a further exploration program, we will make an assessmentas to whether the results of the Phase I exploration program are sufficiently positive to enable us to proceed. This assessment will include an evaluation ofour cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at thetime of our assessment.

In the event the results of our initial exploration program prove not to be sufficiently positive to proceed with further exploration on the Cupro mineralclaims, we intend to seek out and acquire interests in other North American mineral exploration properties, which, in the opinion of our consultinggeologist, offer attractive mineral exploration opportunities. If we are unable locate and acquire such prospects, we may be forced to seek other businessopportunities. Presently, we have not given any consideration to the acquisition of other exploration properties because we have only recentlycommenced our initial exploration program and have not received any results.

In the event our Phase II mineral exploration program is undertaken, it would likely result in significantly more geological data than Phase I because muchof the infrastructure constructed in Phase I will still be available during Phase II exploration.

In the event our board of directors, in consultation with our consulting geologist, chooses to complete the Phase I and Phase II mineral explorationprograms, we will require additional financing. The objective of the Phase I work is to identify areas that have a strong likelihood of hosting mineraldeposits that can be explored further during Phase II. The objective of Phase II work is to commence diamond drilling in areas identified in Phase I toobtain core samples for geochemical analysis. Upon the completion of the first two exploration phases, or any additional programs, which are successful in identifying mineral deposits, we will have tospend substantial funds on further drilling and engineering studies before we know that we have discovered a mineral reserve. A mineral reserve is acommercially viable mineral deposit.

During this exploration stage Mr. Howie, our President, will only be devoting approximately five to ten hours per week of his time to our business. We donot foresee this limited involvement as negatively impacting our company over the next twelve months, as all exploratory work is expected to beperformed by outside consultants. If, however, the demands of our business require more business time of Mr. Howie, such as raising additional capital oraddressing unforeseen issues with regard to our exploration efforts, he is prepared to devote more time to our business. However, he may not be able todevote sufficient time to the management of our business, as and when needed.

We anticipate raising additional capital to finance our operations in the form of additional investment funds from existing shareholders or equity financingfrom the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the saleof our common stock to completely fund currently planned and future phases of the exploration program, should we decide to proceed. We believe thatdebt financing will not be an alternative for funding any phase of our exploration program. The risky nature of this enterprise and lack of tangible assetsplaces debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viablemine can be demonstrated.

32


Table of Contents

Review of Expenses for the Next Twelve Months

Our total expenditures over the next twelve months, excluding costs associated with being a public company, are anticipated to be approximately $74,313as we undertake Phase I exploration. Specifically, we expect to incur approximately $60,000 in connection with the commencement of Phase I of ourrecommended geological work program, as follows:

Compilation of Geochemical data $ 7,000Prospecting $ 8,000Geochemical mapping, sampling $ 18,000Vehicles, Fuel $ 5,500Room & Board $ 4,500Analyses $ 6,000Supplies $ 1,000Report $ 6,000 $ 56,000Contingencies @7% approximately $ 4,000Phase I Total $ 60,000

We will also expend C$15,000 in connection with the Option Agreement and monies due to Mr. Howell prior to December 31, 2008, or approximately$14,313. We had working capital in the amount of $30,269 as of May 31, 2007. This money is insufficient to cover our anticipated expenditures in the nexttwelve months. However, our working capital, along with our plan to raise equity financing in the amount of $125,000 to $150,000, should be enough tocover the approximately $74,313 in anticipated expenditures in the next twelve months. Any remaining monies will be carried forward to complete Phase Iand begin Phase II. Because of the uncertainties inherent in foreign currency exchange rates, there are uncertainties in our operational costs. Ouraccounting is in US$ while our Option Agreement payments and other expenses generally require payment in CAN$.

We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months.

Off Balance Sheet Arrangements

As of May 31, 2007, there were no off balance sheet arrangements.

Results of Operations for Period Ending May 31, 2007

We did not earn any revenues from inception through the period ending May 31, 2007. We do not anticipate earning revenues until such time that weexercise our option and enter into commercial production of the Cupro mineral properties. We are presently in the exploration stage of our business andwe can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Cupro mineral properties, or if suchresources are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $7,731 from our inception on January 31, 2007 to May 31, 2007. These operating expenses included thepayment to Mr. Howell of $6,700 (C$7,500) as required by our Mining Option Agreement, and office, accounting, and administration expenses in theamount of $731. W e anticipate our operating expenses will increase as we undertake our plan o f operations. The increase will be attributable toundertaking the phases of our geological exploration program and the professional fees that

33


Table of Contents we will incur in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. Weanticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

We had cash of $37,693 as of May 31, 2007.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditorsstated in their report that they have substantial doubt we will be able to continue as a going concern.

Description of Property

We have acquired an option to purchase the Cupro mineral claims. We do not own or lease any property.

The Cupro group of reverted crown granted mineral claims is located adjacent to Harrison Mills, BC, a small community between Mission and Agassiz onthe Loughheed Highway on the north side of the Fraser River, approximately 75 miles east of Vancouver, B.C. The CPR main line passes through theproperty. The Loughheed Highway and a number of logging roads provide access to the property. The following maps indicate the location of the Cupromineral claims within the surrounding area. Map 1

34


Table of Contents Map 2

Corporate Offices

Our principal offices are located at 800 North Rainbow Blvd, Ste 208, Las Vegas, NV 89107. Our phone number is 702-948-5023. Our agent for service ofprocess in Nevada is Nevada State Resident Agent Services, Inc., 3838 Raymert Drive, Suite 10A, Las Vegas, NV 89121.

Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presentlyproposed transaction that has or will materially affect us:

· Any of our directors or officers;· Any person proposed as a nominee for election as a director;· Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of

common stock;· Any of our promoters;· Any relative or spouse of any of the foregoing persons who has the same house address as such person.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock. There is presently no public market for our common stock. We anticipate making an application for trading of ourcommon stock on the NASD over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. Wecan

35


Table of Contents provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Pennystocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted onthe NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange orsystem. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document preparedby the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondarytrading;(b) contains a description of the broker's or dealer's duties to the customer and of he rights and remedies available to the customer with respect toa violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and askprices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries ondisciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such otherinformation and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or othercomparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value ofeach penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make aspecial written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of thereceipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitabilitystatement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to thesepenny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have thirty-six (36) holders of record of our common stock.

Rule 144 Shares

None of our common stock is currently available for resale to the public under Rule 144.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year isentitled to sell within any three month period a number of shares that does not exceed the greater of:

1. one percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 22,300 sharesas of the date of this prospectus, or;

2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144with respect to the sale.

36


Table of Contents Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about thecompany.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficiallyowned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volumelimitation or notice provisions of Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Actof 1934; and (ii) enable our common stock to be traded on the NASD over-the-counter bulletin board. We plan to file a Form 8-A registration statementwith the Commission prior to the effectiveness of the Form SB-2 registration statement. The filing of the Form 8-A registration statement will cause us tobecome a reporting company with the Commission under the 1934 Act concurrently with the effectiveness of the Form SB-2 registration statement. Wemust be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the NASD over-the-counter bulletin board. Webelieve that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our commonstock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to futureinvestors. In the near future, in order for us to continue with our mineral exploration program, we will need to raise additional capital. We believe thatobtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds frominvestors.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, doprohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business, or;

2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders whohave preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

37


Table of Contents

Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid to both to our executive officers for all services rendered to us for our fiscalyear ended May 31, 2007.

SUMMARY COMPENSATION TABLE

Name andprincipal position

YearEnd

Salary($)

Bonus($)

OptionAwards

($)

Non-EquityIncentive PlanCompensation

($)

NonqualifiedDeferred

CompensationEarnings ($)

All OtherCompensation

($)Total($)

Richard HowiePresident and CEO

5/312007

$0 $0 $0 $0 $0 $0 $0

Marilyn ZimmermanSecretary andTreasurer

5/312007

$0 $0 $0 $0 $0 $0 $0

The table below summarizes all compensation awarded to, earned by, or paid to both of our directors for all services rendered to us for our fiscal yearended May 31, 2007

DIRECTOR COMPENSATION

Name

FeesEarned or

Paid inCash($)

StockAwards

($)

OptionAwards

($)

Non-EquityIncentive

PlanCompensation

($)

Non-QualifiedDeferred

CompensationEarnings

($)

All

OtherCompensation

($)

Total($)

Richard Howie $0 $0 $0 $0 $0 $0 $0MarilynZimmerman

$0 $0 $0 $0 $0 $0 $0

38


Table of Contents

Financial Statements

Index to Financial Statements:

1. Audited consolidated financial statements for the period ended May 31, 2007 including:

Page #Report of Independent Certified Public Accounting Firm; F-2Balance Sheet as of May 31, 2007; F-3Income (Loss) Statement for the period from January 1, 2007(Inception) through May 31, 2007;

F-4

Statement of Capital Stock for the period from January 1, 2007through (Inception) through May 31, 2007;

F-5

Statement of Cash Flows for the period from January 1, 2007 through(Inception) through May 31, 2007; and

F-6

Notes to Financial Statements. F-7

39


Table of Contents

MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of DirectorsBold View Resources Inc.(A Development Stage Company)800 North Rainbow Blvd.Las Vegas, NV 89107

We have audited the accompanying balance sheet of Bold View Resources Inc. as of May 31, 2007, four months ending and the related statements ofoperations, stockholders’ equity and cash flows from inception January 30, 2007 through May 31, 2007. These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bold View Resources Inc. as ofMay 31, 2007 and the results of its operations and its cash flows from inception January 30, 2007 through May 31, 2007, in conformity with accountingprinciples generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to thefinancial statements, the Company has generated no revenue and has not established operations which raise substantial doubt about its ability to continueas a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

/s/ Mike J. Moore, MBA, CPA, PFS

Moore & Associates CharteredLas Vegas, NevadaAugust 7, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501F-1


BOLD VIEW RESOURCES, INC.(A Development Stage Company)

Balance Sheets

ASSETS May 312007

Current Assets Cash & cash equivalents $ 37,693

Total Current Assets 37,693TOTAL ASSETS $ 37,693

LIABILITIES & STOCKHOLDERS' EQUITY

Liabilities Current Liabilities

Accounts payable and accrued expenses $ 7,424Total Current Liabilities 7,424

Total Liabilities 7,424

Stockholders' Equity Common Stock - $0.001 par value; 50,000,000 sharesauthorized, 2,230,000 issued and outstanding. 2,230Additional paid in capital 35,770Stock subscriptions receivable -Accumulated deficit (7,731)

Total Stockholders' Equity 30,269TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 37,693

The accompanying notes are an integral part of these financial statements.

F-2


Table of ContentsBOLD VIEW RESOURCES, INC.

(A Development Stage Company)Statement of Operations

From inception onJanuary 30, 2007

throughMay 31, 2007

Revenues $ -Operating Expenses

General & Administrative 7,731Total Operating Expenses 7,731

Net Loss $ (7,731)

Net Loss Per Share $ (0.00)

Weighted Average SharesOutstanding 2,230,000


F-3



(A Development Stage Company)Statement of Stockholders' Equity

Common Stock Additional

Paid in

DeficitAccumulated

DuringDevelopment

TotalStockholders'

Shares Amount Capital Stage Equity Issuance of Common Stockin March2007 for cash at $0.001per share 1,500,000 $ 1,500 $ - $ - $ 1,500 Issuance of Common Stockin March2007 for cash at $0.05per share 340,000 340 16,660 - 17,000 Issuance of Common Stockin April2007 for cash at $0.05 pershare 390,000 390 19,110 - 19,500 Net loss to May 31, 2007 - - - (7,731) (7,731) Balance at May 31, 2007 2,230,000 $ 2,230 $ 35,770 $ (7,731) $ 30,269


F-4



(A Development Stage Company)Statement of Cash Flows

From inception onJanuary 30, 2007

throughMay 31, 2007

OPERATING ACTIVITIES Net loss $ (7,731)Adjustments to reconcile net income to net cash providedby operations:

Common stock issued for services -Changes in operating assets and liabilities:

Accounts Payable 7,424

Net cash provided by Operating Activities (307)

FINANCING ACTIVITIES

Proceeds from common stock 38,000Net cash provided by Financing Activities 38,000

Net cash increase for period 37,693Cash at beginning of period -

Cash at end of period $ 37,693


F-5



(A DEVELOPMENT STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES Description of business - Bold View Resources, Inc. (hereinafter referred to as the “Company”) located in Las Vegas, Nevada was incorporated inNevada on January 30, 2007 The Company is in the mineral exploration and development business. The Company has not commenced significantoperations.

History - The Company was incorporated under the laws of the State of Nevada on January 30, 2007.

Development Stage Company - The accompanying financial statements have been prepared in accordance with t h e Statement of FinancialAccounting Standards No. 7 “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which plannedprincipal operations have not commenced or if its operations have commenced; there has been no significant revenue there from. The Company hasnot commenced its planned principal operations and therefore is considered a Development Stage Company.

Year-end - The Company’s year-end is May 31.

Use o f estimates - The preparation of consolidated financial statements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results coulddiffer from those estimates.

Revenue and expense recognition - Revenues are recognized when received. Costs and expenses are recognized during the period in which they areincurred

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requiresrecognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carryingamounts of existing assets andliabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax ratesexpected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferredtax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Research and development costs - The Company accounts for research and development costs in accordance with the Statement of FinancialStandards No. 2 “Accounting for Research and Development Costs”, which requires that all research and development costs must be charged toexpense as incurred. Accordingly, internal research and development costs are expenses as incurred. Third party research and development costsare expenses when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research anddevelopment costs related to both present and future products are expensed in the period incurred. The Company has incurred no expenses onresearch and development to date.

F-6


Table of Contents

Mineral Property Payments and Exploration Costs - The Company expenses all costs related to the acquisition, maintenance and exploration ofmineral claims in which it has secured exploration rights prior to the establishment of proven and probable reserves. To date, the Company has notestablished the commercial feasibility of its exploration prospects; therefore, all costs are to be expensed.

2. CAPITAL STOCK TRANSACTIONS

Common Stock - The authorized common stock is 50,000,000 shares with a par value of $0.001 per share. As of April 30, 2007, The Company had2,230,000 shares of common stock issued and outstanding.

In February 2007, the Company issued 1,500,000 shares of its common stock to its directors in exchange for $1,500 in cash.

In March 2007, the Company issued 730,000 shares of its common stock to thirty-nine individuals in exchange for $36,500 in cash.

3. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

I n September 2006, the Financial Accounting Standards Board issued Statement o f Financial Accounting Standards No. 157, “Fair ValueMeasurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), andexpands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and doesnot require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15,2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 tohave a significant effect on its financial position or results of operation.

I n June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - aninterpretation of FASB Statement No. 109”, which prescribes a recognition threshold and measurement attribute for the financial statement recognitionand measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification,interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.The Company does not expect the adoption of FIN 48 to have a material impact on its financial reporting, and the Company is currently evaluating theimpact, if any, the adoption of FIN 48 will have on its disclosure requirements. In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing ofFinancial Assets—an amendment of FASB Statement No. 140.” This statement requires an entity to recognize a

F-7


Table of Contents servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of thefollowing situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financialassets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities andclassifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial assetthat does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicingassets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization or fair valuemethod for subsequent measurement of each class of servicing assets and liabilities. The statement further permits, at its initial adoption, a one-timereclassification of available for sale securities to trading securities b y entities with recognized servicing rights, without calling into question thetreatment of other available for sale securities under Statement 115, provided that the available for sale securities are identified in some manner asoffsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fairvalue and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financialposition and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal yearsbeginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal year. Management believes the adoption ofthis statement will have no immediate impact on the Company’s financial condition or results of operations.

4. GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a goingconcern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yetestablished an ongoing source of revenues sufficient to cover its operating costs and allow it to continue a s a going concern. The ability of theCompany to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain suchresources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operatingexpenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurancesthat the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in thepreceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do notinclude any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-8


Table of Contents

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to theshares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of theinformation contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of thereferenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a moredetailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference tothese additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at theCommission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public ReferenceSection of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 forfurther information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site athttp://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission. Ourregistration statement and the referenced exhibits can also be found on this site.

If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach auditedfinancial statements with such report.

Dealer Prospectus Delivery Obligation

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver aprospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions.

40


Table of Contents

Part II

Information Not Required In the Prospectus

Item 24. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unlessit is specifically limited by a company's articles of incorporation. Our articles o f incorporation do not contain any limiting language regarding directorimmunity from liability. Excepted from this immunity are:

1. a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict ofinterest;

2. a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause tobelieve that his or her conduct was unlawful);

3. a transaction from which the director derived an improper personal profit; and

4. willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we maymodify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required toindemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1. such indemnification is expressly required to be made by law;

2. the proceeding was authorized by our Board of Directors;

3. such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;

4. such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative, b y reason of the fact that he is or was a director or officer, of thecompany, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or otherenterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by anydirector or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should bedetermined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director ofthe company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if adetermination is

41


Table of Contents reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding,or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a writtenopinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such personacted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 25. Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commissionregistration fee $ 1.12Federal Taxes $ NilState Taxes and Fees $ NilTransfer Agent Fees $ 1,000Accounting fees and expenses $ 5,000Legal fees and expenses $ 20,000

Total $ 26,001

All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders,however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26. Recent Sales of Unregistered Securities

We issued 1,500,000 shares of common stock in April 2007: 1,000,000 shares to Mr. Richard Howie, our President, CEO, and director, and 500,000shares to Marilyn Zimmerman, our Secretary, Treasurer, and director. Mr. Howie acquired his shares in exchange for cash in the amount of $1,000, andMrs. Zimmerman acquired her shares for cash in the amount of $500. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 andare restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.

We completed an offering of 730,000 shares of our common stock at a price of $0.05 per share to a total of thirty-four (34) purchasers on April 29, 2007.The identity of these thirty-four purchasers is included in the selling shareholder table set forth in the Prospectus. The total amount we received from thisoffering was $36,500. We completed the offering pursuant to Rule 504 of Regulation D of the Securities Act. We did not engage in any general solicitationor advertising.

42


Table of Contents Item 27. Exhibits

ExhibitNumber

Description

3.1 Articles of Incorporation3.2 Amendment to Articles of Incorporation3.3 By-Laws5.1 Opinion of Ronald Serota of the Corporate Law Center, with consent to use10.1 Mining Option Agreement between Bold View Resources, Inc. and Mr. W.A. Howell23.1 Consent of Moore & Associates, Chtd.99.1 Geological Report of David J. Bridge, Consulting Geologist with consent to use Item 28. Undertakings

The undersigned registrant hereby undertakes:

(1) T o file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include anyprospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date ofthe registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental changein the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if thetotal dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximumoffering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volumeand price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in theeffective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in theregistration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination ofthe offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(a) If the Company is relying on Rule 430B:

i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date thefiled prospectus was deemed part of and included in the registration statement; and

ii. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430Brelating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of theSecurities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is firstused after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of theregistration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement orprospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registrationstatement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or madein any such document immediately prior to such effective date; or

43


ex3_1.htm

ex3_1.htm

ex3_2.htm

ex3_2.htm

ex3_3.htm

ex3_3.htm

ex5_1.htm

ex5_1.htm

ex10_1.htm

ex10_1.htm

ex23_1.htm

ex23_1.htm

ex99_1.htm

ex99_1.htm

Table of Contents (b) If the Company is subject to Rule 430C:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relyingon Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statementas of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part ofthe registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectusthat is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify anystatement that was made in the registration statement or prospectus that was part of the registration statement or made in any such documentimmediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: Theundersigned registrant undertakes that in a primary offering of securities o f the registrant pursuant to this registration statement, regardless of theunderwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the followingcommunications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i)any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writingprospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) theportion of any other free writing prospectus relating t o the offering containing material information about the undersigned registrant o r its securitiesprovided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrantto the purchaser.

(6) Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person ofthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with thesecurities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court ofappropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the finaladjudication of such issue.

44


Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Las Vegas,Nevada, on September 5, 2007.

BOLD VIEW RESOURCES, INC. By: /s/ Richard Howie Richard Howie

President, Chief Executive Officer, Chief Financial Officer, PrincipalAccounting Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Howie as his true andlawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, tosign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and otherdocuments in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power andauthority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes ashe might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes,may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the datesstated.

By: By: /s/ Marilyn ZimmermanMarilyn ZimmermanSecretary, Treasurer and DirectorSeptember 5, 2007

/s/ Richard HowieRichard HowiePresident, Chief Executive Officer, Chief Financial Officer, PrincipalAccounting Officer and DirectorSeptember 5, 2007


DEAN HELLERSecretary of State206 North Carson StreetCarson City, Nevada 89701-4299(775) 684 5708Website: secretaryofstate.biz

Articles of Incorporation

(PURSUANT TO NRS 78) ABOVE SPACE IS FOR OFFICE USE ONLY1. Name of Corporation: BOLD VIEW RESOURCES, INC.

2. Resident Agent

Name and StreetAddress:(must be a Nevadaaddress where processmay be served)

NEVADA STATE RESIDENT AGENT SERVICES, INC. Name 3838 RAYMERT DR. STE 10A LAS VEGAS NV 89121

Street Address City ST ZipCode

Optional Mailing Address City ST Zip

Code3. Shares:

(number of sharescorporationauthorized to issue) Number of shares with par value: Par value:$

Number ofshareswithout parvalue:

75,000

4. Names &

Addressesof Board ofDirectors/Trustees:(attach additional page ifthere is more than 3directors/trustees)

1. RICHARD HOWIE Name 3838 RAYMERT DR. STE 10A LAS VEGAS NV 89121


2. MARILYN ZIMMERMAN Name 3838 RAYMERT DR. STE 10A LAS VEGAS NV 89121


3. Name Street Address City ST Zip

Code 5. Purpose:

(optional-seeinstructions)

The purpose of this Corporation shall be:TO ENGAGE IN ANY LAWFUL BUSINESS

6. Name, Address and

Signature ofIncorporator.(attach additional page ifthere is more than 1incorporator)

LORI KELLY /S/ LORI KELLY Name Signature

3838 RAYMERT DR. STE 10A LAS VEGAS NV 89121


7. Certificate of

Acceptance ofAppointment ofResident Agent:

I hereby accept appointment as Resident Agent for the above named corporation. /S/ LORI KELLY 1/30/07

Authorized Signature of R.A. or On Behalf of R.A. Company Date

This form must be accompanied by appropriate fees.Nevada Secretary of State Form 78 Articles 2007

Revised on: 01/01/07


ROSS MILLERSecretary of State206 North Carson StreetCarson City, Nevada 89701-4299(775) 684 5708Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.380) USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of IncorporationFor Nevada Corporations

(Pursuant to NRS 78.380—Before Issuance of Stock) 1. Name of corporation: BOLD VIEW RESOURCES, INC.

2. The articles have been amended as follows (provide article numbers, if available): 3. SHARES: (NUMBER OF SHARES CORPORATION AUTHORIZED TO ISSUE)

NUMBER OF SHARES WITH PAR VALUE: 50,000,000 PAR VALUE: $0.001.

3. The undersigned declare that they constitute at least two-thirds of the incorporators, X, or of the board of directors (check one box only) 4. Effective date of filing (optional): 5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued. 6. Signatures (if more than two signatures, attach an 8 ½” x 11” plain sheet with the additional signatures.) X /S/ LORI KELLY X

Signature Signature

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.Nevada Secretary of State Form 78 Articles 2007

Revised on: 01/01/07



BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS 1. Shareholders’ Meetings shall be held in the office of the corporation, at Las Vegas, NV, or at such other place or places as the Directors shall, from timeto time, determine. 2. The annual meeting of the shareholders of this corporation shall be held at 11:00 am, on the 30th day of January of each year beginning in 2008, atwhich time there shall be elected by the shareholders of the corporation a Board of Directors for the ensuing year, and the shareholders shall transactsuch other business as shall properly come before them. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on thenext succeeding business day. 3. A notice signed by any Officer of the corporation or by any person designated by the Board of Directors, which sets forth the place of the annualmeeting, shall be personally delivered to each of the shareholders of record, or mailed postage paid, at the address as appears on the stock book of thecorporation, or if no such address appears in the stock book of the corporation, to his last known address, at least ten (10) days prior to the annualmeeting. Whenever any notice whatever is required to be given under any article of these By-Laws, a waiver thereof in writing, signed by the person or personsentitled to the notice, whether before or after the time of the meeting of the shareholders, shall be deemed equivalent to proper notice. 4. A majority of the shares issued and outstanding, either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting ofthe shareholders. 5. If a quorum is not present at the annual meeting, the shareholders present, in person or by proxy, may adjourn to such future time as shall be agreedupon by them, and notice of such adjournment shall be mailed, postage prepaid, to each shareholder of record at least ten (10) days before such date towhich the meeting was adjourned; but if a quorum is present, they may adjourn from day to day as they see fit, and no notice of such adjournment needbe given. 6. Special meetings of the shareholders may be called at anytime by the President; by all of the Directors provided there are no more than three, or if morethan three, by any three Directors; or by the holder of a majority share of the capital stock of the corporation. The Secretary shall send a notice of suchcalled meeting to each shareholder of record at least ten (10) days before such meeting, and such notice shall state the time and place of the meeting, andthe object thereof. No business shall be transacted at a special meeting except as stated in the notice to the shareholders, unless by unanimous consentof all shareholders present, either in person or by proxy. 7. Each shareholder shall be entitled to one vote for each share of stock in his own name on the books of the corporation, whether represented in personor by proxy. 8. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Suchproxy shall be filed with the Secretary of the corporation before or at the time of the meeting.


9. The following order of business shall be observed at all meetings of the shareholders so far as is practicable:

a. Call the roll;b. Reading, correcting, and approving of the minutes of the previous meeting;c. Reports of Officers;d. Reports of Committees;e. Election of Directors;f. Unfinished business; andg. New business.

10. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at ameeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of theshareholders entitled to vote with respect to the subject matter thereof. ARTICLE II STOCK 1. Certificates of stock shall be in a form adopted by the Board of Directors and shall be signed by the President and Secretary of the corporation. 2. All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby, with the number of such shares andthe date of issue shall be entered on the company’s books. 3 . All certificates of stock transferred by endorsement thereon shall be surrendered b y cancellation and new certificates issued to the purchaser orassignee. 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancelthe old certificate; every such transfer shall be entered on the transfer book of the corporation. 5. The corporation shall be entitled to treat the holder of record of any share a the holder in fact thereof, and, accordingly, shall not be bound to recognizeany equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, exceptas expressly provided by the laws of this state.

ARTICLE III DIRECTORS 1. A board of Directors, consisting of at least one (1) person shall be chosen annually by the shareholders at their meeting to manage the affairs of thecorporation. The Directors’ term of office shall be one (1) year, and Directors may be re-elected for successive annual terms. 2. Vacancies on the Board of Directors by reason of death, resignation or other causes shall be filled by the remaining Director or Directors choosing aDirector or Directors to fill the unexpired term.

2


3. Regular meetings of the Board of Directors shall be held at 1:00 pm, on the 30th day of January of each year beginning in 2008 at the office of thecompany at Las Vegas, NV, or at such other time or place as the Board of Directors shall by resolution appoint; special meetings may be called by thePresident or any Director giving ten (10) days notice to each Director. Special meetings may also be called by execution of the appropriate waiver ofnotice and called when executed by a majority of the Directors of the company. A majority of the Directors shall constitute a quorum. 4. the Directors shall have the general management and control of the business and affairs of the corporation and shall exercise all the powers that may beexercised or performed by the corporation, under the statutes, the Articles of Incorporation, and the By-Laws. Such management will be by equal vote ofeach member of the Board of Directors with each Board member having an equal vote. 5. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. 6. A resolution, in writing, signed by all or a majority of the members of the Board of Directors, shall constitute action by the Board of Directors to effecttherein expressed, with the same force and effect as though such resolution had been passed at a duly convened meeting; and it shall be the duty of theSecretary to record every such resolution in the Minute Book of the corporation under its proper date. 7. Any or all of the Directors may be removed for cause by vote of the shareholders or by action of the Board. Directors may be removed without causeonly by vote of the shareholders. 8. A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified inthe notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessaryto make it effective. 9. A Director of the corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to haveassented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action withthe person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of thecorporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. ARTICLE IV OFFICERS 1. The Officers of this company shall consist of: a President, one or more Vice Presidents, Secretary, Treasurer, and such other officers as shall, from timeto time, be elected or appointed by the Board of Directors. 2. The PRESIDENT shall preside at all meetings of the Directors and the shareholders and shall have general charge and control over the affairs of thecorporation subject to the Board of Directors. He shall sign or countersign all certificates, contracts and other instruments of the corporation as authorizedby the Board of Directors and shall perform all such other duties as are incident to his office or are required by him by the Board of Directors.

3


3. The VICE PRESIDENT shall exercise the functions of the President during the absence or disability of the President and shall have such powers andthe Board of Directors may assign such duties as to him, from time to time. 4. The SECRETARY shall issue notices for all meetings as required by the By-Laws, shall keep a record of the minutes of the proceedings of the meetingsof the shareholders and Directors, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident tohis office, or properly required of him by the Board of Directors. He shall be responsible that the corporation complies with Section 78.105 of the NevadaRevised Statutes and supplies to the Nevada Resident Agent or Registered Office in Nevada, any and all amendments to the corporation’s Articles ofIncorporation and any and all amendments or changes to the By-Laws of the corporation. In compliance with Section 78.205, he will also supply to theNevada Resident Agent or Registered Office in Nevada, and maintain, a current statement setting out the name of the custodian of the stock ledger orduplicate stock ledger, and the present and complete Post Office address, including street and number, if any, where such stock ledger or duplicate stockledger is kept. 5. The TREASURER shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall disburse thefunds of the corporation in payment of the just demands against the corporation, or as may be ordered by the Board of Directors, from time to time, as maybe required of him, an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident tohis office or which are properly required of him by the Board of Directors. 6. The RESIDENT AGENT shall be in charge of the corporation’s registered office in the State of Nevada, upon whom process against the corporationmay be served and shall perform all duties required of him by statute. 7. The salaries of all Officers shall be fixed by the Board of Directors and may be changed, from time to time, by a majority vote of the Board. 8. Each of such Officers shall serve for a term of one (1) year or until their successors are chosen and qualified. Officers may be re-elected or appointedfor successive annual terms. 9. The Board of Directors may appoint such other Officers and Agents, as it shall deem necessary or expedient, who shall hold their offices for such termsand shall exercise such powers and perform such duties as shall be determined, from time to time, by the Board of Directors. 10. Any Officer or Agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of thecorporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 11. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion ofthe term.

4


ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS The corporation shall indemnify any and all of its Directors and Officers, and its former Directors and Officers, or any person who may have served at thecorporation’s request as a Director or Officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expensesactually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties,or a party, by reason of being or having been Director(s) or Officer(s) of the corporation, or of such other corporation, except, in relation to matters as towhich any such Director or Officer or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence ormisconduct in the performance of duty. Such indemnification shall not be deemedexclusive of any other rights to which those indemnified may be entitled, under By-Law, agreement, vote of shareholders or otherwise. ARTICLE VI DIVIDENDS The Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms andconditions provided by law. ARTICLE VII _WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions ofthese By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE VIII__AMENDMENTS 1. Any of these By-Laws may be amended by a majority vote of the shareholders at any annual meeting or at any special meeting called for that purpose. 2. The Board of Directors may amend the By-Laws or adopt additional By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders ofthe corporation. CERTIFIED TO BE THE BY-LAWS OF


By: /s/ Richard HowiePresident


EXHIBIT 5.1

Corporate Law CenterRonald Serota, Attorney

Corporate Securities Counsel2620 Regatta Dr., Ste. 102

Las Vegas, NV 89128(702) 869-0099

(702) 446-6071 FAX

August 17, 2007

Bold View Resources, Inc.800 N. Rainbow Bl., Ste. 208Las Vegas, NV 89107

Re: Bold View Resources, Inc., Registration Statement on Form SB-2 Ladies and Gentlemen:

This firm has acted as counsel for Bold View Resources, Inc., a Nevada corporation (the “Company”), in connection with the preparation of the registrationstatement on Form SB-2 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to theSecurities Act of 1933, as amended (the “Act”), relating to the offering of 730,000 shares held by the selling shareholders described in the RegistrationStatement.

In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company's Articles ofIncorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) suchstatutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, theauthenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition,we have made such other examinations of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that the 730,000 shares of common stock to be sold by the selling shareholders are validly issued, fullypaid and non-assessable.


This opinion is based on Nevada general corporate law, including the statutory provisions, all applicable provisions of the Nevada constitution andreported judicial decisions interpreting those laws.

Very truly yours,

/s/ Ronald SerotaRonald Serota, Esq.Corporate Securities Counsel

2


EXHIBIT 23.2

Corporate Law CenterRonald Serota, Attorney

Corporate Securities Counsel2620 Regatta Dr., Ste. 102

Las Vegas, NV 89128(702) 869-0099

(702) 446-6071 FAX

August 17, 2007

CONSENT

WE HEREBY CONSENT to the inclusion of our name and use of our opinion in connection with the Form SB-2 Registration Statement filed with theSecurities and Exchange Commission as counsel for the registrant, Bold View Resources, Inc.

Very truly yours,

/s/ Ronald SerotaRonald Serota, Esq.


MINING OPTION AGREEMENT

THIS AGREEMENT, made as of the 31st of January, 2007 BETWEEN: W.A. Howell(the “Optionor”)Of: 15294 - 96A Avenue, Surrey, BC, Canada V3R 8P5 OF THE FIRST PARTAND Bold View Resources, Inc.a company duly incorporated pursuant to the laws of the State of Nevada, and having as office at_______________________________________ (the “Optionee”)

OF THE SECOND PARTWHEREAS:

A. The Optionor is the owner of certain mineral claims located in the New Westminster Mining District of British Columbia (the “ CUPRO”claims or the “Property”);

B. The Optionor has agreed to grant an exclusive option to the Optionee to acquire an interest in and to the Property, on the terms andconditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00 now paid by the Optionee to the Optionor (thereceipt of which is hereby acknowledged), the parties agree as follows:

1. DEFINITIONS For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:

(a) “Exploration Expenditures” means the sum of: (i) all costs of acquisition and maintenance of the Property, all expenditures on the exploration and development of the Property, and all other costsand expenses of whatsoever kind or nature, including those of a capital nature, incurred or chargeable by the Optionee with respect to theexploration of the Property, and

(ii) as compensation for general overhead expenses which the Optionee may incur, an amount equal to 10% of all amounts included in subparagraph(i) in each year but only 5% of such amounts when paid by the Optionee under any Contract-involving payments by it in excess of $100,000 in oneyear;

(b) “Option” means the option to acquire a 100% undivided interest in and to the Property as provided in this Agreement;(c) “Option Period” means the period from the date of this Agreement to and including the date of exercise or termination of the Option;(d) “Property” means the mineral claims described in Schedule “A” hereto including any replacement or successor claims, and all mining leases and

other mining interests derived from any such claims. Any reference herein to any mineral claim comprising the Property includes any mineral leaseor other interests into which such mineral claim may have been converted;

(e) “Property rights” means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either beforeor after the date of this Agreement and necessary for the exploration of the Property;


(f) “Purchase Price” means all cash payments, and Exploration Expenditures referred to in subsection 2.2 (a) and (b); and;(g) “Royalty” means the amount of royalty from time to time payable to the Optionor hereunder pursuant to section 11.

2. GRANT AND EXERCISE OF OPTION

2.1 The Optionor grants to the Optionee the exclusive right and option, to acquire a 100% undivided interest in the Property free and clear of all charges,encumbrances and claims, save and except for those set out herein.2.2 The Option shall be exercised by the Optionee:

(a) (i) paying to the Optionor Cdn$7,500 forthwith on or before January 31, 2007; (ii) paying to the Optionor an additional Cdn$15,000 on or before December 31, 2008;

(iii) paying to the Optionor an additional Cdn$25,000 on or before December 31, 2009.

(b) (I) incurring Exploration Expenditures of Cdn$_10,000__. on the Property on or before December 31, 2007, or if weather does not allow

reasonable access to the property at that time, the work to be completed at such other time as agreed by the parties; (ii) incurring additional Exploration Expenditures of Cdn$_50,000__ on the Property on or before December 31, 2008;

(iii) incurring additional Exploration Expenditures of Cdn$_100,000_ on the Property on or before December 31, 2009

The Option shall be deemed to be exercised upon the Optionee making all payments and incurring all Exploration Expenditures in accordance withthis Paragraph 2.2 (a) and (b).

2.3 On or before October 31 of each subsequent year and for as long as the Optionor retains a Royalty in the Property either the Optionee or the Owner,as the case may be, shall incur Cdn$250,000 in Exploration Expenditures on the Property.

2.4 In the event that the Optionee or the Owner, as the case may be, in any of the above periods incurs more than the specified sum of ExplorationExpenditures, the excess shall be carried forward and applied to the Exploration Expenditures to be incurred in succeeding periods.

2.5 In the event that the Optionee or the Owner, as the case may be, in any of the above periods incurs less than the specified sum of ExplorationExpenditures, it may pay to the Optionor the difference between the amount it actually spent and the specified sum in full satisfaction of the ExplorationExpenditures to be incurred.

2.6 The Optionee will not be bound to make any payment under subsection 2.2, other than the cash payment under Paragraph 2.2 (a) (I), but the Optionwill terminate and either the Optionee or the Owner, as the case may be, will forfeit all previous payments if any payment or Exploration Expenditure is notmade in accordance with subsections 2.2 and 2.3.

3. CONDITIONSThe obligations of both parties are contained in this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR4.1 The Optionor represents and warrants to the Optionee that:

(a) he is, under the laws of Nevada legally entitled to hold the Property and all mineral claims comprised therein, and all Property Rights held by him andwill remain so entitled until all interests of the Optionor in the Property (other than Royalty) have been duly transferred to the Optionee ascontemplated hereby;

2


(b) he is, and at the time of each transfer to the Optionee of mineral claims composing the Property pursuant to the exercise of the Option he will be, therecorded holder and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges, and encumbrances, andno taxes or rentals are due in respect of any thereof;

(c) the mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the "Mines Act" of British Columbia and,

except as specified in Schedule “A” hereto and accepted by the Optionee, are in good standing in the office of the Mining Recorder on the datehereof and until the dates set opposite the respective names thereof in Schedule “A” hereto;

(d) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the

knowledge of the Optionor is there any basis therefore, and there are n o outstanding agreements or options to acquire or purchase the Property orany portion thereof, and no person, firm, or corporation has any proprietary, possessory, royalty or other interest whatsoever in production from anyof the mineral claims comprising the Property;

(e) there are no pending or threatened actions, suits, claims, disputes, or proceedings regarding the Property nor is he aware if the basis for any.

4.2 The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one of morethereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or anyother representation or warranty, and the representation and warranties contained in this section shall survive the execution of this Agreement and of anytransfers, assignments, deeds or further documents respecting the Property.

5. REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE5.1 The Optionee represents and warrants to the Optionor that:

(a) i t has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction ofincorporation, amalgamation or continuation;

(b) it is lawfully authorized to hold mineral claims and real property under the law of the jurisdiction in which the Property is situate;(c) i t has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the

consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, orconstitute a default under, or result in the creation of any encumbrance under the provisions of the Articles or the constituting documents of theOptionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or bywhich it is bound or to which it or the Property may be subject;

(d) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or windingup of the Optionee or the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent corporations;

5.2 The representations and warranties contained in this section 5 are provided for the exclusive benefit of the Optionor and a breach of any one or morethereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any otherrepresentations warranty; and the representations and warranties contained in this section shall survive the execution hereof.

3


6. EXERCISE OF OPTION6.1 The Optionee may at any time after it has paid the Purchase Price, exercise the Option by delivering a written notice to the Optionor, provided alwaysthat nothing herein shall oblige the Optionee to give such notice. 6.2 If and when the Option has been exercised, a 100% undivided right and interest in and to the Property shall vest in the Optionee free and clear of allcharges, encumbrances and claims, save and except for the obligations of the Optionee under sections 9, 11, and 14.

7. TRANSFER OF PROPERTYAs long as the Optionor holds a Royalty Interest, the Optionor shall retain title documents to he Property. If the Optionor sells all of the Optionor’s RoyaltyInterest, the Optionor shall forthwith deliver to the Optionee duly executed transfers of the appropriate interest in the Property, which shall have beenacquired by the Optionee upon exercise of the Option.

8. RIGHT OF ENTRYThroughout the Option Period the directors and officers of the Optionee and its servants, agents and independent contractors, shall have the sole andexclusive right in respect of exploration and development of the Property to:

(a) enter thereon;(b) have exclusive and quiet possession thereof;(c) do such prospecting, exploration, development and other mining work thereon and thereunder as the Optionee in its sole discretion may determine

advisable;(d) bring upon and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem advisable; and(e) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

9. OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIODDuring the Option Period the Optionee shall:

(a) maintain in good standing those mineral claims comprising the Property that are in good standing on the date hereof by the doing and filing ofassessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of other actions which maybe necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee’sactivities thereon except those at the time contested in good faith by the Optionee;

(b) permit the directors, officers, employees and designated consultants of the Optionor, at their own risk and expense, access to the Property at all

reasonable times, and the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expensesthat the Optionee may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee o r designatedconsultant of the Optionor while on the Property;

(c) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any

governmental authority;

(d) indemnify and save the Optionor harmless in respect of all costs, claims, liabilities and expenses arising out of the Optionee’s activities on theProperty, but the Optionee shall incur no obligation hereunder in respect of claims arising or damages suffered after termination of the Option ifupon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe condition;

(e) permit the Optionor, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;

4


(f) deliver to the Optionor, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared atthe direction of the Optionee with respect to the property.

10. TERMINATION OF OPTION BY OPTIONEE10.1 If the Option is terminated otherwise than upon the exercise thereof pursuant to section 6, the Optionee shall:

(a) leave in good standing for a period of at least 12 months from the termination of the Option Period those mineral claims comprising the Property thatare on good standing on the date hereof and any other mineral claims comprised in the Property that the Optionee brings into good standing afterthe date hereof;

(b) deliver or make available at no cost to the Optionor within 90 days of such termination, all drill core, copies of all reports, maps, assay results andother relevant technical data compiled by, prepared at the direction of, or in the possession of the Optionee with respect to the Property and nottheretofore furnished to the Optionor.

10.2 Notwithstanding the termination of the Option, the Optionee shall have the right, within a period of 180 days following the end of the Option Period, toremove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or onbehalf of the Optionee, and any such property not removed within such 180 day period shall thereafter become the property of the Optionor.

11. ROYALTY11.1 The Optionor reserves for itself and the Optionee grants to the Optionor a 2% Net Smelter Returns royalty (the Royalty), calculated as describedbelow, to be paid quarterly.

11.2 The Royalty will be calculated by deducting from the gross proceeds received from any mint, smelter, or other purchaser for the sale of ores,concentrates, or mineral products produced from the Property, the following charges and expenses directly or indirectly incurred:

(a) sales, use, gross receipts, severance, and other taxes, if any, payable with respect to severance, production, removal, sale, or disposition ofminerals from the Property, but excluding any taxes on net income;

(b) charges and costs, if any, for transportation from the mine or mill to places where the minerals from the Property are smelted, refined, or sold; and(c) charges, costs (including assaying and sampling costs related to smelting and refining), and all penalties, if any, for smelting and refining.

12. TRANSFERS12.1 The Optionee may at any time either during the Option Period or thereafter, sell, transfer, or otherwise dispose of all or any portion of its interest in

and to the Property and this Agreement provided that any purchaser, grantee ortransferee of any such interest shall have first delivered to the Optionor its agreement relating to this Agreement and to the Property, containing:

(a) a covenant by such transferee to perform all the obligations of the Optionee to be performed under this agreement in respect of the interest to beacquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such purchaser, granteeor transferee as joint and several obligors making joint and several covenants; and

(b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to therestrictions contained in this paragraph (a).

12.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property shall, as between the Optionee andthe Optionor, discharge it from any of its obligations hereunder, but upon the transfer by the Optionee of the entire interest at the time held by it in thisAgreement, (whether to one or more transferees and whether in one or in a number of successive transfers), the Optionee shall be deemed to bedischarged from all obligations hereunder save and except for the fulfillment of contractual commitments accrued due prior to the date on which theOptionee shall have no further interest in this Agreement. 12.3 If the Optionor should receive a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Optionor

to purchase all or a part of its interest in the Property, which offer theOptionor desires to accept, or if the Optionor intends to sell all or a part of its interest in the Property:

(a) The Optionor shall first offer (the “Offer”) such interest in writing to the Optionee upon terms no less favorable than offered by the proposedPurchaser or intended to be offered by the Optionor, as the case may be.

(b) The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer

by the Optionor, disclose the person or persons to whom the Optionor intends to offer its interest and, if the offer received by the Optionor from theProposed Purchaser provides for any consideration payable to the Optionor otherwise that in cash, the offer shall include the Optionor’s good faithestimate of the cash equivalent of the non-cash consideration.

(c) If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be

bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’sgood faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s bestestimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, ingood faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by theOptionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall bedetermined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following itsdetermination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumberedtitle to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount shall becredited to the amount determined following arbitration of the cash equivalent of any non-cash consideration.

(d) If the Optionee fails to notify the Optionor before the expiration of the time limit that it will purchase the interest offered, the Optionor may sell and

transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days, but theterms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within such 60 days.

(e) Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the Optionee, in form and substancesatisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

13. SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENTThe Optionee may at any time during the Option Period elect to abandon any one or more of the mineral claims comprised in the Property by giving noticeto the Optionor of such intention. Any claims so abandoned shall be in good standing under the Mineral Tenure Act (British Columbia) for at least sevenyears from the date of abandonment. Upon any such abandonment, the mineral claims so abandoned shall for all purposes of this Agreement cease to


form part of the Property.

5


14. FORCE MAJEURE14.1 If the Optionee is at any time either during the Option Period or thereafter prevented or delayed in complying with any provision of this Agreement byreason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normaloperations, shipping delays or any other reason or reasons, other than lack of funds, beyond the control of the Optionee, the time limited for theperformance by the Optionee of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention ordelay, but nothing herein shall discharge the Optionee from its obligations hereunder Paragraph 11, and to maintain the Property in good standing. 14.2 The Optionee shall give prompt notice to the Optionor of each event of force majeure and upon cessation of such event shall furnish to the Optionorwith notice to that effect together with particulars of the number of days by which the obligations of the Optionee hereunder have been extended by virtueof such event of force majeure and all preceding events of force majeure.

15. CONFIDENTAL INFORMATIONNo information furnished by the Optionee to the Optionor hereunder in respect of the activities carried out on the Property by the Optionee, or related tothe sale of minerals, ore, bullion or other product derived from the Property, shall be published or disclosed by the Optionor without the prior writtenconsent of the Optionee, but such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall not be withheld inrespect of information required to be publicly disclosed pursuant to applicable securities or corporation laws, regulations or policies.

16. ARBITRATIONAll questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof.

(a) It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intendingto refer any matter to arbitration shall have given not less than 10 days’ prior notice of its intention to do so to the other party, together withparticulars of the matter in dispute. On the expiration of such 10 days, the party who gave such notice may proceed to refer the dispute to arbitrationas provided in paragraph (c)

(b) The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within 15days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator,and the two arbitrators so named, before proceeding to act, shall, within 30 days of the appointment of the last appointed arbitrator, unanimouslyagree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail toappoint an arbitrator within 15days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If thetwo arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under theprovisions of the Commercial Arbitration Act of British Columbia. Except as specifically otherwise provided in this section, the arbitration hereinprovided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the singlearbitrator, shall fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, andhe shall preside over the arbitration and determine all questions and procedure not provided for under such Act or this section. After hearing anyevidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award andreduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in theaward.

(c) The parties agree that the award of a majority of the arbitrators, or in the case of a single Arbitrator, of such arbitrator, shall be final and binding uponeach of them.

6


17. DEFAULT AND TERMINATION17.1 Notwithstanding section 2, if at any time during the Option Period the Optionee fails to perform any obligation required to be performed hereunder oris in breach of a warranty given herein, which failure or breach materially interferes with the implementation of this Agreement, the Optionor may terminatethis Agreement, but only if:

(a) i t shall have first given to the Optionee a notice of default containing particulars of the obligation which the Optionee has not performed, or thewarranty breached; and

(b) the Optionee has not, within 45 days following delivery of such notice of default, cured such default or commenced proceedings to cure such defaultby appropriate payment or performance, the Optionee hereby agreeing that should it so commence to cure any default it will prosecute the same tocompletion without undue delay.

17.2 Should the Optionee fail to comply with the provision of subparagraph (b), the Optionor may thereafter terminate this Agreement by giving noticethereof to the Optionee.

18. NOTICESEach notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered,telegraphed or telecopied to such party at the address for such party specified above. The date of receipt of such notice, demand or other communicationshall be the date of delivery thereof if delivered or telegraphed or, if given by telecopier, shall be deemed conclusively to be the next business day. Eitherparty may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice shall be given to itthereafter until further change.

19. GENERAL19.1 This Agreement constitutes the entire agreement between the parties and supersedes and replaces any other prior agreement or arrangement,whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.

19.2 No consent or waiver expressed or implied by either party in respect of any breach or default by the other in the performance by such other of itsobligations hereunder shall be deemed or construed to be consent to or a waiver of any other breach or default.

19.3 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments or further assurance and dosuch further and other acts which may be reasonably necessary or advisably to carry out fully the intent of this Agreement or to record whereverappropriate the respective interests from time to time of the parties in the Property.

19.4 This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

19.5 This Agreement shall be governed by and construed in accordance with the laws of British Columbia.

19.6 Time shall be of the essence in this Agreement.

19.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.

19.8 Any reference in this Agreement to currency shall be deemed to be United States of America dollars.

7


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

SIGNED, SEALED AND DELIVERED )BY W.A. Howell )in the presence of: )

))

Signature )

))

Name )

))

Address ) SIGNED, SEALED AND DELIVERED )BY THE AUTHORIZEDSIGNATORIES

)

OF: Bold View Resources, Inc. )

))

Richard Howie - President )


MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form SB2 of Bold View Resources Inc of our report dated August 7, 2007 on our audit of thefinancial statements of Bold View Resources Inc as of May 31, 2007, and the related statements of operations, stockholders’ equity and cash flows fromInception January 30, 2007 through May 31, 2007 and for the period then ended, and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates CharteredLas Vegas, NevadaAugust 21, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501


Geological Report

CUPRO VMS PROJECT

Mt. Woodside BCHarrison Mills BC, New Westminster Mining Division

Latitude 49° 14' 11" N /Longitude 121° 53' 44"UTM 10 (NAD 83)W

Northing 5454321 / Easting 580398

For:

BOLD VIEW RESOURCES LTD.A Nevada Corporation

by:

David J. Bridge, P.Geo. , B.A.Sc., M.A.Sc.Consulting Exploration Geologist,

601- 31 Elliott Street, New Westminster, BC, CANADATel: 604-520-0508

[email protected]

AUGUST 20, 2007i


Geological ReportCUPRO VMS PROJECT

Harrison Mills BC

BOLD VIEW RESOURCES LTD.

SUMMARY The company has acquired a large property within the Harrison Lake volcanic package, situated on Mt. Woodside near Harrison Mills, BC., east ofMission City The property encompasses a number of showings which have characteristics of volcanogenic massive sulphide (VMS) deposits. In additionthere is a silver-mercury showing at low elevations which was rediscovered about 1975, but which has not been explored in detail. The property wasinspected August 14, 2007 accompanied by property owner Bill Howell, P.Geo. and Barry Price, M.Sc., P.Geo. The property is situated adjacent to Harrison Mills BC, a small community between Mission and Agassiz on the Loughheed Highway on the north side ofFraser River, approximately 75 miles east of Vancouver BC. The CPR main rail line passes through the property. The Loughheed Highway and a numberof logging roads provide access to the property. Small private land holdings at lower elevations are occupied as residential lots, but these do not affect thetarget areas. The property contains the following showings:

1. Ascot, Fab, TreblifVolcanogenic Massive Sulphide ("VMS") showings with copper, lead, zinc sulphides in stringer zones.

2. Fairplay, St. Alice VMS showings

3. HVB showingAn Epithermal? Showing of Mercury/Copper-Silver mineralization in altered volcanics, possibly related to a major fault.

4. A fourth showing, the Valleyview/Midnight VMS showing is just outside the east boundary of the property, on claims owned by Armstrong Sandand Gravel to the east of the Cupro property, and is occupied by a gravel and aggregate operation.

The claims are situated at low to moderate elevations, within the influence of the Vancouver "maritime" climate, and can be worked for most of the yearunless heavy snow falls. The property is under-explored, although several Assessment reports are available which describe the work done fairly well. The volcanic packagecontains numerous gold, silver and VMS showings, of which the most prominent is the "Seneca" volcanogenic massive sulphide deposit, situated 10kilometers to the north, and now being explored by Carat Explorations Ltd. Other VMS prospects in the same rock package are being explored at NorrishCreek and Chehalis Lake areas. As at the Seneca deposit to the north, mineralized footwall volcaniclastics and sediments and hangingwall unmineralizedmassive volcanic rocks have been recognized, which assists in defining the target for polymetallic volcanogenic massive sulphide (VMS) deposits.

ii


A prominent linear is visible on topographic maps, landsat photos and air photos which trends from Seneca directly through the Cupro claims. This featurehas not been prospected or explored. This report summarizes work done on the various showings in the past and sets out a proposed exploration program and budget for the next two phasesof exploration. Suggested work involves:

· Prospecting and mapping

· Inspection of the known showings, with rock and soil samples

· Compilation of existing geochemical surveys

· Airborne magnetic-VLF-radiometric surveys

· IP surveys over favourable areas

· Drilling of IP anomalies, airborne geophysical anomalies or geochemical anomalies

A first phase budget of US$ 60,000 and a second phase budget of US$ 140,000 for a total of US $ 200,000 is recommended.

Respectfully submitted /s/ David J. BridgeD a v i d J. Bridge, P.Geo.,B.A.Sc., M.A.Sc.Qualified PersonAugust 20, 2007

iii


TABLE OF CONTENTS

SUMMARY iiTABLE OF CONTENTS ivINTRODUCTION 1RELIANCE ON OTHER EXPERTS 1THE COMPANY 1MINERAL TITLES 2LOCATION AND ACCESS 7CLIMATE, PHYSIOGRAPHY AND VEGETATION 7LOCAL RESOURCES AND INFRASTRUCTURE 7HISTORY 7REGIONAL GEOLOGY 9LOCAL AND PROPERTY GEOLOGY 10MINERALIZATION 13HVB showing 13Ascot Showing 13Playfair showing 14Geochemistry 16THE KUROKO MODEL 19PAST PRODUCTION 20RESERVES AND RESOURCES 20ADJACENT PROPERTIES 20Valleyview Property 21Carat Property 22Fairplay (Queen 26Bee Uranium showing 28Empress copper Skarn 28DISCUSSION 31CONCLUSIONS 31RECOMMENDATIONS 31SUGGESTED BUDGET 32BIBLIOGRAPHY 33BIBLIOGRAPHY 33CERTIFICATE OF THE AUTHOR, DAVID J. BRIDGE 36APPENDIX I 37

iv


LIST OF FIGURES

FIGURE 1. LOCATION MAP OF BRITISH COLUMBIA 3FIGURE 2. LOCATION MAP OF MT. WOODSIDE AREA 4FIGURE 3. CLAIM SKETCH SHOWING ADJACENT LAND 4FIGURE 3. CLAIM SKETCH SHOWING ADJACENT LAND 5FIGURE 4. SKETCH OF CLAIMS AND TOPOGRAPHY 5FIGURE 4. SKETCH OF CLAIMS AND TOPOGRAPHY 6FIGURE 5. REGIONAL GEOLOGY OF HARRISON LAKE AREA 11FIGURE 6. LOCAL GEOLOGY AND MINERAL SHOWINGS (FROM MAPPLACE)

12

FIGURE 7. SKETCH OF HVB SHOWING, HARRISON MILLS BC 14FIGURE 8. SKETCH OF GEOLOGY AT THE ASCOT SHOWING 15FIGURE 9. 1981 GEOCHEMICAL GRID AND ANOMALY, MT. WOODSIDE 17FIGURE 10. AEROMAGNETIC MAP OF HARRISON MILLS AREA 18FIGURE 11. DIAGRAMMATIC CROSS-SECTION 20OF A TYPICAL KUROKO VMS DEPOSIT 20FIGURE 12. THE SENECA PROPERTY NEAR CHEHALIS RIVER 23SHOWING MINERALIZED ZONES 23FIGURE 13. DIAGRAMMATIC CROSS SECTION OF SENECAMINERALIZATION

25

FIGURE 14. FAIRPLAY AND QUEEN CLAIMS 27FIGURE 15. MAP OF VOLCANOGENIC MASSIVE SULPHIDE DEPOSITSIN SOUTHERN B.C.

29

v


Geological Report

CUPRO VMS PROJECTHarrison Mills BC

BOLD VIEW RESOURCES LTD.

INTRODUCTION The author has been retained by Bold View Resources, Ltd. (“Bold View”) to compile existing geological data for the Cupro property, which has beenpurchased from the registered owner, William A. Howell, B.Sc., P.Geo. The Cupro property covers a package of volcanic rocks located on Mt. Woodsidenear Harrison Mills BC. The property has been intermittently explored in the past and has a number of copper and zinc showings in highly altered volcanicrocks which resemble those at the Seneca volcanogenic massive sulphide property situated in the same package of rocks approximately 15 kilometers tothe northwest. Mt. Woodside is named after the late Frank E. Woodside, who was at one time, the owner of the Woodside group of mineral claims on the face of themountain, purchased from the Crown. The property covers a package of volcanic rocks of the Harrison Lake Group, which, about 15 kilometers to thenorth, is host to the Seneca polymetallic volcanogenic massive sulphide (“VMS”) deposit. The property was visited on August 14, 2007 accompanied by the property vendors Mr. Howell, and Barry Price, M.Sc., P.Geo., both of whom haveexplored in the general area for may years. RELIANCE ON OTHER EXPERTS In this report, the author has relied on geological descriptions provided in past Assessment Reports (listed in the Bibliography). Much of the informationconcerning the property, along with Bill Howell, P.Geo. THE COMPANY Bold View Resources, Ltd. ("Bold View") is a junior company based in Nevada, intending to list on the OTC exchange, under the jurisdiction of the SEC.

1


MINERAL TITLES The Company has optioned 7 mineral titles totaling 2467 hectares as shown below:

Tenure Number Tenure Type Claim Name Good to Date Status Area Ha539301 Mineral CUPRO 2007/Aug/14 Good 527.247539307 Mineral 2007/Aug/14 Good 527.355539311 Mineral 2007/Aug/14 Good 253.056540085 Mineral CUPRO 5 2007/Aug/29 Good 126.576549027 Mineral TOP 1 2008/Jan/10 Good 337.341549028 Mineral TOP 2 2008/Jan/10 Good 252.979540929 Mineral TOP 3 2008/Jan/10 Good 442.727 Titles Total Area 2467.27

112364 (100%)Registered Owners is W.A. Howell, P.Geo. Data from Mineral Titles Online May 7, 2007Note 1 Hectare = 2.47 acres The claims have not been surveyed but are defined as to latitude and longitude, which can be located precisely in the field using a GPS instrument. Workmust be filed on some of the claims, or cash-in-lieu of work paid prior to January 10, 2008. There are a number of Land Titles situated mainly on the south side of the mountain. Owners of these lots have surface rights, and exploration access tothese areas may have to be negotiated. In addition, two Crown granted claims appear to be in good standing, covering one of the showings. Mineral titleshould be researched for these lots. (Note: Crown granted claims are similar to Patented mining claims) There i s adequate area within the claims for mining and/or development purposes. The author has checked title with Mineral Titles online, a BCGovernment website, and mineral title is believed to be secure. An exploration permit will be required prior to the commencement of work. If surfacedisturbance on the claims is required (for drilling etc.) a reclamation bond will likely be required. To the writer's knowledge there are no outstanding environmental problems associated with the claims. The company must abide by provisionsof the Mining Act and other provincial statutes and regulations. The company will have to arrange exploration permits and a reclamation bondprior to commencement of any major physical work (this is not needed for prospecting and mapping).

2


3


4


5


6


LOCATION AND ACCESS The Cupro property claims are located in the New Westminster Mining Division approximately 7 to 10 kilometers west of the Village of Agassiz, B.C. onthe south and east flank of Mount Woodside (map sheets NTS 92H.14 W & 5 W). Access to the property is via the Mount Woodside-Mount Agassiz forestry access road leading north from Lougheed Highway #7 about 10 kilometers westof Agassiz. A logging road to the eastern showings can be accessed 4km west of Agassiz on Route #7 and 2km north on Southerland Road. The property can be reached in about 2 hours driving time from Vancouver or less than one-half hour from Mission or Agassiz. CLIMATE, PHYSIOGRAPHY AND VEGETATION The climate is moist and temperature, typical of the southern coast range of British Columbia, with cool wet winters with occasional snow at higherelevations. Summers are warm but may be wet. Work can generally be done year round. The property is situated on the densely wooded top and south and east-facing slopes of Mt. Woodside, adjacent to the Fraser River, to the south andHarrison River to the north. Forest cover is mixed at lower elevations, but primarily coniferous in the higher or northern part of the area. Brush is generally dense but there areoccasional open patches underlain by exposed bedrock. The slopes are often steep, occasionally precipitous, and there are several incised stream gulleys. Bedrock is present in sufficient quantities for geologicalmapping and conventional prospecting. LOCAL RESOURCES AND INFRASTRUCTURE Most supplies and services can be provided locally. Power lines cross the lower parts of the property and also exist to the microwave tower on top of themountain. Water is available for drilling. Motels and restaurants are situated in Mission, Agassiz and Harrison Mills. Geological service companies operatemainly out of Vancouver. HISTORY A brief history of the showings within or near the property is derived from Minister of Mines Annual Reports, Assessment Reports and Minfile. 1897-88 Two claims were staked on the banks of the Fraser, on what is now the Fairplay and Queen Crown granted claims. A lengthy tunnel was driveninto the hill from near the railway tracks, following the trace of two mineralized zones with polymetallic copper-lead zinc mineralization. Claims were alsoknown as Lady Jane, Fat Man, Queen and St. Alice. No plans of the workings remain

7


1929: This property was acquired by the late Frank E Woodside as the FEW claims. There is no record of additional work done. 1966: Trenching was carried out on the Ascot property by Ascot Mines Ltd. o n mineralized showings near the switchback on the access road(approximately the same location as the later 1971 work. Work was also done on the nearby PF and Midnight property (now within the sand and graveloperation) by C.J. Coveney for Bethex Exploration Ltd. An IP survey was completed, 6 trenches totaling 1950 ft. were cut and two drillholes totaling 1056feet were completed. A number of mineralized zones were explored. 1971: Mapping and sampling was done on the Fab claims, adjacent to the Ascot property in 1971 by geologist David Cooke, P.Eng., for Gary Schell ofGeoquest Ltd. Stringer and vein polymetallic mineralization was seen. Approximately $1250 was expended. 1973 Harry Vernon Barley of Mission staked two claims on the copper-silver--mercury mineralized zones at the base of Mt. Woodside about 1 km east ofHarrison River bridge. The property was inspected and sampled by geologist Barry Price, P.Geo in 1974 for Delphi Resources Ltd. a private company. 1981: A small program of mapping and sampling was done on the Treblif property (covering the same area as Fab) by Tim Sadlier Brown, P.Eng. forInvermay Resources Ltd. (Mel Pardek). 1984: A geological program was completed by Ken Northcote, Ph.D. for Star Mountain Resources Inc. on the Valleyview (Midnight) area claims, to theeast of the Cupro property. Grab or selected samples assayed from 0.016% to 10.20% copper, and containing up to 9.6 oz/ton silver over narrow widths.Approximat.ely $9700 was expended. K.E. Northcote and Associates Ltd. were contracted by Star Mountain Resources Inc. to-carry out a groundmagnetometer survey on the VALLEY VIEW and GOLDTOP claims, prepare a report outlining the results of this work. (AR # 13479) 1988: Also on the Valleyview claims, a geological program was completed by Marion Blank, B.Sc., for Gila Bend Resource Corp. The program looked attwo showings: 1. Vallev View Showing; A strong northeasterly trending zone of hydrothermal alteration with massive sulphide mineralization along two superimposedfracture patterns -020 degrees and 310 degrees. Major mineralization consists of coarse crystalline pyrite, less chalcopyrite, minor sphalerite and galenawith silver values and trace gold values. 2 . Stacey Creek Showing; A siliceous brecciated alteration zone with irregular veins of barite. Minor sulphide mineralization consisting of pyrite,chalcopyrite, galena and sphalerite occurs locally in association with sericitic and siliceous alteration. Minor gold values are also noted. The work program included comprehensive mapping, magnetometer and VLF EM surveys at a total cost of $46,000. While minor other prospecting has been done on Mt. Woodside since JD.at time, (Murray Maclaren, personal communication) no other geological,geophysical or-geochemical work has been filed with the government.

8


REGIONAL GEOLOGY The Cupro property occurs within a large volcanic-sedimentary belt of Jurassic age adjacent to, but on the east side of, the Coast Crystalline Complex.The belt is about 20 km wide and 60 km long and extends along the western side of Harrison Lake. A major fracture system (The Harrison Lake Faultzone) along Harrison Lake is associated with gold-bearing quartz diorite and granodiorite intrusions of mid-Tertiary age and recent to present day hotspring geothermal activity.

In general the North American Cordillera consists of a collage of fault-bounded ‟terranes”, each with a stratigraphy and/or lithological association whichdiffers from those of neighbouring terranes and from sequences deposited along and on the North American craton. Most terranes consist of late Paleozoicand early Mesozoic volcanic and sedimentary rocks, although both older and younger strata are represented in places. The petrology of most of theseterranes suggests that they formed in intra-oceanic settings, as ocean floor and overlying deposits, o r island arcs or perhaps as oceanic plateaus.Terranes typically contain fossil (faunal) associations and/or paleomagnetic records which differ from one another and from those now at the same latitudeon the craton. The implication is that the terranes formed in positions other than those they presently occupy, mainly independently of one another, on thewestern North American continental margin. Later, mainly in Jurassic and Cretaceous times, they were emplaced by convergent and transcurrent platemotions in the positions they now occupy within the continental margin. The geology of the area west of Harrison Lake is reviewed By Andrews (1993)below in this context:

In the western Canadian Cordillera, there are four large terranes with distinctive stratigraphic sequences that evolved mainly as magmatic arcs and relateddeposits. These are, from east to west, Quesnellia, Stikinia, Alexander and Wrangellia. Separating these are linear belts of highly disrupted strata andmafic/ultramafic bodies that probably represent deposits and basement of oceanic and marginal basins. In the east, between the ancient craton andQuesnellia, is the Slide Mountain Terrane; between Quesnellia and Stikinia, is the Cache Creek Terrane; in southwest British Columbia between Stikiniaand Wrangellia are Cache Creek and Bridge River terranes. The latter contain fossils as young as Middle Jurassic in sediment, which strongly suggestthat large ocean basins existed as late as the time represented by the collage of terranes comprising the western Cordillera.

The area west of Harrison Lake presently lies between Bridge River Terrane on the east and Wrangellia on the west. For the earlier part of its history, itapparently was separated by an ocean basin (represented by the Bridge River Terrane) from Quesnellia, which was accreted to the ancient cratonicmargin in Early to Middle Jurassic time. Magmatic rocks as old as 170 Ma extend across the southwest Coast Belt from Harrison Lake, where they intrudethe Harrison Lake sequence, to tidewater, where they intrude Wrangellian strata. Stratified rocks (Gambier Group) may correlate with Peninsula andBrokenback Hill formations, thus linking the region west of Harrison Lake with the Howe Sound area by early Cretaceous time.

The regional Geology is show in Figure 4 on the following page.

9


LOCAL AND PROPERTY GEOLOGY

The property is underlain primarily by volcanic rocks of the Harrison Lake Group. To the northeast are intrusive rocks of dioritic composition, and probablyof Cretaceous age. In the past, claim ownership has been fragmented and the present property has never been described as a whole. As described byCooke (1971) from the "Ascot" showing area (also called Fab):

"The pyritic volcanic units which are exposed on the property consist, from west to east, mainly of massive andesite, rhyolite and dacite flows, end rhyolitetuffs and agglomerates. Fine-grained, unmineralized, andesitic tuffs and flows occur further t 0 the east. Some diorite in the northeast area. may beintrusive or extrusive in origin. The andesite is massive, fine-grained, and has a characteristic greenish colour, and the rhyolite and dacite flows are grey towhite, fine-grained rocks containing small quartz phenocrysts. The rhyolite pyroclastics are aphanitic units with a grey to pale green tinge. Because of the intensity of alteration and pyritization of these units, there issome doubt whether they are actually rhyolites or silicified andesites. Bedding features ere obscure, and the sequence of deposition was therefore established on a very small number of attitude measurements. The overallstrike appears t o be in the direction N 30' t o 40' W, and the dip ranges from 10' to 25 degrees E. Where dip measurements have been observed, they aregenerally well developed and persistent, where the WNW strike and shallow to steeper dips have been noted, but these are less persistent along strike,and ere thought to be very local in nature. It appears that the units which lie to the west are the stratigraphically lower members". To the east, on the adjacent claims overlying the Midnight zone, Northcote has mapped essentially the same volcanic package. Regional Geology is shown in Figure 4, on the following page. The local Geology (from Map Place- a BC Government Geological Surveywebsite) is shown in the accompanying Figure 5.

10


11


12


MINERALIZATION Mineralization at the various showings is described briefly (from Assessment Reports and Minfile) HVB showing. This showing occurs along the west facing slope of Mt. Woodside where the fields adjoin the Highway. Along the slope are indications of probable shallowadits with some vein mineralization with Tetrahedrite (Copper Antimony sulphide) and minor Cinnabar (Mercuric sulphide) in quartz/carbonate veins. Theproperty was briefly staked in about 1973 by Harry Vernon Barley. BJ Price wrote up a brief summary for Delphi Resources Ltd, a private company, in1974. Seven samples were taken by Price in 1974 as shown below.

SAMPLE TYPE and DESCRIPTION AU AG PG CU HGNo opt opt % % ppm1-1231 Selected min from Adit 1 Tr 123.2 0.02 2.72 na2-1232 Adit 1 chip across 2 ft Tr 2.71 Na 0.06 0.0053-1226 Grab rusty andesite in pit 1 Tr .03 Na Na <0.0014-1227 Grab rusty andesite in pit 2 Tr .13 Na Na na5-1230 Pit 2 2 ft chip across silicified

zoneTr .05 Na Na <0.001

6-1228.29 Adit 2, chip across 3 ft, Cu Hgstain

Tr .16 Na Na 0.043

7-1233 Selected sample cinnabar incarb.

Tr .21 Na Na 0.163

The showing should be relocated and mapped and sampled in detail. Ascot Showing: At the Ascot showing, the volcanic rocks are locally silicified and mineralized with sulphides, mainly pyrite, with minor amounts of chalcopyrite and a traceof sphalerite. Mineralization is associated with quartz stringers striking west-northwest and dipping steeply northeast in altered siliceous volcanic rocksincluding agglomerate or andesite flow breccia. A film of chalcocite coats the other sulphides where the stringers are vuggy. These sulphides also occur insmall amounts in the country rock together with heavy concentrations of pyrite. In the same vicinity, chalcopyrite is reported (Minfile) to occur in a shear in porphyritic andesite. The shear is 15 centimeters wide, strikes 110 degrees,dips 65 degrees southwest and is parallel to a band of grey, cherty pyritic rock about 3 meters wide. A sample of a sulphide-rich gossan zone yielded 0.35per cent copper and less than 0.1 gram per tonne gold (Assessment Report 9640).

13


Playfair showing Although the Playfair showing appears to be covered by two crown-granted mineral claims, ownership of this property is uncertain. There were two "lodes"reported in 1897, explored from working near the railway level. Polymetallic mineralization is present but it is not known whether this is vein material orVMS' or Kuroko type mineralization. The area needs to be examined and mapped.

14


15


Mineralization at the Ascot (or Fab) showing is described by D.L Cooke P.Eng. as follows: Pyrite Is the most widespread form of sulphide mineralization,and its abundance appears to be directly correlated with the intensity of fracturing and/or rock types. Little or no pyrite was observed in the massiverhyolite and dacite flows. From a trace to about 5% pyrite was noted in the andesite flows, and up to 20% pyrite in some outcrops of rhyolitic fragmental rocks. Pyrite occurs bothdisseminated cubes and as sub-massive sulphide associated with fractures and quartz stringers within these siliceous pyroclastic members. Like thefragmented host rocks, these areas of intense mineralization have not been traced for any appreciable distances. Minor amounts of chalcopyrite and a trace of sphalerite are associated with quartz stringers in altered siliceous agglomerates near the southeast boundaryof the (former) Fab No.2 claim. These sulphides also occur in small amounts together with the heavy pyrite impregnating the country rock. Where some of the stringers are vuggy, a secondary black film of chalcocite coats the other sulphides. Traces of disseminated chalcopyrite also occur inassociation with pyrite. Copper-zinc-silver mineralization in a similar volcanic setting has been reported on the adjacent Ascot claims t o the east, and on the Seneca claims whichlie several miles to the northwest on the west side of Harrison Lake (Minister of Mines and Petroleum Resources Annual Report, 1962). Geochemistry A number of small geochemical soil and rock sampling programs have been undertaken on the claims. One such survey by Tim Sadlier Brown in 1981developed a copper-zinc anomaly but the grid was rather small and the limits of the anomalous area were not completely defined. A larger grid issuggested as soil geochemistry work well in this area. One of the grid maps follows, reproduced from the 1981 report. Sadlier Brown commented: "The massive sulphide target appears to be traceable through the use of copper soil geochemistry. Zn, Ag, and Mo valuesappear to be of limited use although Zn should be tested for in any future work in the light of earlier assay results. Expansion of the g rid to the southeastand west should define the area of interest with sufficient accuracy to locate trenches and possibly drillholes. The zone should respond to EM testing as well but, as much of the sulphide is barren of economic metals, the favoured approach is additionalgeochemistry with the objective in mind being the discovery of lateral or vertical increases in base metal content within the massive sulphide zone".

16


17


18


THE KUROKO MODEL A brief description of characteristics of Kuroko deposits will serve as a guide for comparison of the various deposits in the Harrison Lake belt (such asNorrish, Thor-Odin and Seneca deposits) with the Kuroko (polymetallic volcanogenic massive sulphide deposits) of Japan, which are zoned massive basemetal deposits which are largely stratiform in volcano-sedimentary sequences dominated by felsic tuffs, lavas and shallow intrusives of Miocene age. Basemetal veins and stockwork deposits also occur in these sequences. Typical characteristics are:

· Each mine consists of a number of closely clustered ore deposits.· Each deposit may be from 6 to 190 meters thick and range from 40 x 50 meters in surface area to 700 m x 350 m.· Zoned massive stratiform ore typically oval shaped in plan grades down into less economically ifllportant stockwork ore (siliceous ore) which generally

has a funnel-shape and occurs In silicified felsic volcanics.· Thin beds or small lenses of ferruginous chert are commonly present either directly overlying the stratiform ore body or within hanging wall tuffs.

Lenticular-or irregular masses of gypsum and/or anhydrite are also present in most cases.· The boundary between hanging wall rocks and ore is sharp.· Ore bodies are generally vertically zoned with "Black Ore"- (sphalerite-galena rich) at the top, and "Yellow Ore" (chalcopyrite-rich) at the bottom above

stringer ore. Areas of massive gypsum, anhydrite, or barite mayor may not be present.· Ore in stringer zones is generally coarse n veins with quartz, etc., while massive ore is fine-grained and may be breccia.· Colloform textures are common in massive ore.· Each deposit is generally associated with a felsic domal center built up in a single short eruptive cycle.· Deposits are generally underlain by coarse felsic tuff· There are gradations between stratiform ore bodies, stockwork ore and fissure-filling veins; these formed penecontemporaneously from similar

hydrothermal ore solutions.· Deposits are surrounded by clay-rich alteration zones. The stockwork (stringer) ore is associated with quartz, sericite and Mg-chlorite. The stratiform

ore is surrounded by sericite or sericite/montmorillonite and kaolinite alterations, which grade outward to chlorite-rich and zeolite-rich alteration zones.· Deposits are generally aligned along faults or directions of elongation of lava flows.· Minor disseminations of pyrite and other sulfides may occur in hanging wall rocks. Vein deposits can be found at varying distances from stratiform

deposits, but tend to be at stratigraphically lower levels. Typical features are illustrated in the accompanying Figure 11. Note that the diagram is simplified, variations occur, and most deposits are complicated byfaulting, folding and metamorphism.

19


PAST PRODUCTION There has been no known mine production from the property. The adjacent Valleyview property has achieved small production in the past. RESERVES AND RESOURCES There are no mineral reserves or resources (in Canadian terminology) on the Cupro property, and although mineralization is present, it is not within adefined "mineralized body" in US SEC terminology. ADJACENT PROPERTIES These mineral properties described above are owned by other individuals or exploration companies. Bold View Resources Ltd. does not have any interestin these properties. The descriptions and those in Appendix II are provided solely for the benefit of the reader to provide an insight into the styles andtypes of mineral deposits in the Harrison Lake area.

20


Valleyview Property The Valleyview showing appears to be on claims held by Armstrong Sand and Gravel Company. There is an operating sand and gravel quarry on the site;the company may or may not be interested in base-metals. Minfile Reports: "A strong, northeast trending zone of hydrothermal alteration extending for about 350 meters, pervades the rocks in the Valley View zone.The alteration consists of chlorite, locally strong sericite, lesser epidote with some pervasive feldspar (albite?) and quartz. Disseminated pyrite occursthroughout the alteration zone with much lesser pyrrhotite. Southeast trending and vertical to steeply dipping mineralized open space quartz-sericite-carbonate-epidote veins are superimposed on the alteration zones. These veins extend over several centimeters and are mineralized with coarsecrystalline pyrite, minor chalcopyrite, sphalerite and galena yielding trace silver and gold values. A second zone of significant hydrothermal alteration and mineralization is located along the lower reaches of Stacey Creek, and extends for about 45meters along the stream bank. The altered zone occurs in siliceous chert, arkose and breccias which have undergone extensive sericitic and localbrecciation with strong silica and feldspar impregnation and veining. An irregular vein of barite about 0.5 meter wide, occurs in the intensely sericitic(pyrophyllite) brecciated alteration zone. Minor sulphide mineralization consisting of pyrite, chalcopyrite, galena and sphalerite occurs locally in associationwith sericitic and siliceous alteration. The significant differences between the Stacey Creek (Constantine) zone and the Valley View zone is the more intense sericitic (pyrophyllite) alteration,stronger brecciation and much less disseminated pyrite and other sulphides. Selected samples from the mineralized zones were collected in 1984. 1. A sample from a mineralized vein hosting pyrite and chalcopyrite assayed 0.064 per cent copper, 28.11 grams per tonne silver and 0.034 gram per

tonne gold.

2. A chip sample from a mineralized, siliceous feldspathic fragmental rock from Stacey Creek analyzed 0.138 per cent copper, 0.86 per cent lead, 0.30per cent zinc, 2.9 grams per tonne silver and 0.001 gram per tonne gold.

3. Another 0.5 meter chip sample from sericitized, weakly silicified breccia that is crosscut by barite veinlets, analyzed 0.087 per cent copper, 0.126 percent lead, 0.364 per cent zinc, 10.4 grams per tonne silver and 0.014 gram per tonne gold.

4. A 0.5 meter chip sample of sulphide mineralization from this area yielded 0.295 per cent copper, 0.90 per cent lead, 1.40 per cent zinc, 30.0 grams pertonne silver and 0.45 gram per tonne gold (Assessment Report 12222).

A small shipment of mineralized material was made in 1961.

21


Carat Property The large Seneca property (Carat claim group) is now being explored by CARAT EXPLORATION INC. a junior company on the TSXV. The property is thesubject of a recent Technical Report by Sean D. McKinley, M.Sc., P.Geo., Stuart Fraser, P. Geo. and William Gilmour, P.Geo., dated: October 1, 2004.and revised: January 18, 2005. The main focus of Carat's work is the Seneca Volcanogenic Massive Sulphide ("VMS") deposit near Chehalis River,although the property includes other showings such as Brett, Cloud and others. Seneca Deposits (Summarized from McKinley et al. (1996)) The Seneca Prospect is a volcanic-hosted Zn-Cu-Pb deposit located 120 km east of Vancouver in southwestern British Columbia. The deposit was foundby Isaac Miller by tracing massive sulphide float from the Chehalis River area. Early work was done by Noranda Inc. In 1969, 287 tons of ore grading1.55% Cu, 8.15% Zn, 4.5 opt Ag and .12 opt au was shipped to the Britannia Mine from an open pit that constituted the Lucky Jim (Seneca) prospect.Considerable later work was done by Zenith Mines Ltd (1970's), Cominco Ltd. under the supervision of Bruce Mawer and by Chevron Minerals Corp.,under the direction of Earl Dodson, P.Geo. The volcanic rocks at Seneca form part of the lower to Middle Jurassic Harrison Lake Formation of the Harrison Terrane. The host stratigraphic sequencecan be subdivided into three distinct intervals based on the presence of specific units and certain lithologic associations. • The lowermost Footwall Interval is distinguished by the presence of subaqueous basaltic lavas. The limited distribution of these rocks suggests thatthey were deposited locally in rifted sub-basins. • The Footwall Interval is overlain by rocks of the Seneca Horizon which are host to stockwork mineralization in the Vent Zone and Fleetwood Zone,and to stratiform mineralization in the Pit Area. • Above the Seneca Horizon is the Hanging wall Interval, which is characterized by felsic flows and dikes, and moderately to well-bedded felsicvolcaniclastic turbidites and ashes. Volcanic textures suggest that there is a transition from vent-proximal facies to distal facies approximately from northwest to southeast across the Senecaproperty. The Seneca volcanic sequence comprises a bimodal suite of mafic rocks and dacitic to rhyolitic rocks.

22


23


The Seneca property is divided into four major areas which are, from northwest to southeast,

• the Fleetwood Zone,• the Vent Zone,• the Pit Area, and• the Trough Zone.

Historical Mineral Resources as estimated by Wright Engineers Ltd. for Cominco Ltd. about 1994 are at 1.5 million tonnes averaging 3.570/0 zinc,0.630/0 copper, 0.150/0 lead, 41.1 g/t silver, and 0.8 g/t gold, based on extensive diamond drilling. This resource estimate, although prepared by competent and experienced personnel, was prior to the implementation of NI 43-101 and should not berelied on. The estimate is comparable to an inferred resource within the CIM Resource definitions and is considered reliable and relevant. In the USA,under SEC regulations, this deposit would be called mineralized material Carat Exploration Inc. acquired the core of the Seneca Property in 2004 and has progressively advanced exploration and land acquisition creating one ofthe largest claim holdings in the area. From a core acquisition of 6 unpatented two-post claims (6 units), Carat has expanded its ownership by staking, andhas purchased an additional 23 MCX claims and 7 four-post claims. The total area of 12,249 hectares (30,267 acres), is now mostly 100% owned byCarat. Observations in drill core suggest that strata on the property strike approximately northwest, and are essentially flat lying or moderately dipping to the eastThe sections are continuous along strike except for a 500 m separation where there is no drillhole coverage. The major lithologic associations at Senecaare defined on the basis of proximity to their primary source which is, in this case, a volcanic center or vent(s). The four principal volcanic faciesassemblages are as follows: Facies 1 - Vent to vent-proximal fades: Lavas of basaltic to rhyolitic compositionconsisting of flows, domes and associated in-situ hyaloclastites and auto clastic breccias.

Facies 2 - Vent-proximal to distal facies: Volcaniclastic rocks consisting of juvenile toreworked coarse volcanic breccias and tuffs, through to fine-grained silt-stones and ashes

Facies 3 - Coeval Intrusions: Basaltic to rhyolit.ic composition sills and dikes that haveintruded lavas and wet, unconsolidated volcaniclastic sediments

Facies 4 - Distal Marine: Rocks of volcano-sedimentary origin, consisting of argillitewhich commonly contains flattened pumice fragments with feldspar +/- quartz phenocrysts.

Facies 1 to 3 are generally observed in all drill holes, but their relative abundances vary greatly from hole to hole, commonly over small distances, thusmaking detailed lithostratigraphic correlation difficult. The fourth facies is spatially restricted to the Pit Area and the Trough zone.

24


25


Mineralization in the Pit Area consists of zones of disseminated to conformable massive sphalerite, pyrite, chalcopyrite, galena, and barite hosted by ahighly altered unit termed the Ore Zone Conglomerate (OZC). Stratigraphic relationships suggest that mineralization in the Pit Area formedcontemporaneously with the stockwork sphalerite-pyrite-chalcopyrite mineralization in the Fleet-wood and Vent zones. The stockwork zones representvertical conduits for hydrothermal fluids. Elsewhere fluids migrated laterally through the permeable OZC, causing quartz-sericite alteration, and interactingwith cooler seawater to form the Pit Area sulfide mineralization. Highly altered rocks from the Vent and Fleetwood stock-work-mineralized zones have experienced losses of Na20 and CaO, corresponding to thedestruction of plagioclase, and variable gains in Si02, K20, and MgO corresponding to the formation of quartz, sericite and chlorite. Individual stockworksgenerally consist of an upper quartz-sericite zone and a lower sericite-chlorite (+quartz) alteration zone. MgO mass gains are prevalent throughout theVent Zone stockwork but are much smaller or absent in the Fleetwood Zone stockwork, probably due to greater incorporation of seawater Mg in theformer hydrothermal system. The overall tectonic setting of the Seneca sequence is interpreted on the basis of stratigraphic and geochemical features asthe submarine, rifted flank of a mature island arc which was characterized in the Seneca area by bimodal volcanism. While the Harrison Lake volcanics continue on to the eastern part of the Carat claims and also on to the Centurion property, (as shown in Figure 12A)controls of the massive sulphide bodies at Seneca are unknown, and it is not implied that mineralization continues on to the subject property, only thatfavourable volcanic host rocks are present. Detail is provided for the reason that the Carat property, under active exploration, lies immediately adjacent tothe Centurion property. There is no guarantee however that similar mineralization will be found The writer has no beneficial interests, direct or indirect, in any of the properties described under this heading, in full compliance with the relevantprovisions of NI 43-101 Fairplay (Queen) The Fairplay showings are situated on two Crown granted claims, which, though covered by the Cupro claims, appear to be in good standing and belongto others. The claim details are as follows:

CLAIM PID NO. LOT NO. OWNERQueen MC 7198150 DL 2092 UnknownFairplay MC 7197530 DL 2085 Unknown

In 1897, there was reported to be two lodes on the Fat Man and Nancy Jane property, about 50 meters apart. These were from 1.5 to 5 meters in widthand carried gold, silver, copper, lead and zinc. At this time it was considered a copper prospect. A shaft, 14 meters long, and three adits totaling 64 metershad been completed on the property to 1897. By 1898, the Fairplay and St. Alice claims were situated on the ground formerly occupied by the Fat Man and Nancy Jane claims. In ·this year, a tunnel 55meters long and two crosscuts, 12 and 21 meters long respectively, were completed. A total of about 122 meters of underground development: had beendone on the property up to, and including 1898.

26


In 1929, on what was now the F.E.W claim, a short tunnel was run from the level of the railway track and a shaft sunk about 6 meters at the end of thetunnel on a small stringer showing a little zinc. The property should be examined to see if massive "Kuroko" style mineralization might be present, and which might extend onto the Cuproproperty.

27


Bee Uranium showing(From Minfile)

The Bee occurrence area (situated off the Cupro property about 4 kilometers to the northeast, is underlain by Lower-Middle Jurassic Harrison LakeFormation rocks comprised of intermediate to acidic flows and pyroclastics, and the Upper Jurassic Kent Formation conglomerate, chert and tuffs. Theserocks are intruded by the Oligocene Chilliwack batholith. The property covers the contact between Kent Format.ion conglomerate and hornblendegranodiorite of the Chilliwack batholith. Radioactive pegmatite occurs in hornblende granodiorite. The siliceous pegmatite is comprised mainly of white to clear quartz enveloping subhedralcrystals of potash feldspar and fragments of granodiorite host rock. A uranium mineral, likely uraninite or uraniferous magnetite, occurs as sporadic, fine disseminated black crystals associated with clusters of fine-grainedpyrite. A greenish yellow secondary uranium mineral, possibly phosphuranylite, also occurs in the matrix. The pegmatite also contains chalcopyrite,malachite, erythrite (cobalt stain) and limonite. A 2-metre chip sample assayed 0.017 per cent uranium (Assessment Report 6790). The property should be examined and granodiorite areas adjacent in the Cupro claims checked for uranium potential with a scintillometersurvey. Empress copper Skarn (From Minfile) The Empress property of four Crown Granted claims is located along the contact between limestone of the Devonian-Permian Chilliwack Group and amiddle Tertiary granodiorite intrusion which is part of the Coast Plutonic Complex. The property is about 10 km to the northeast of Cupro, near HarrisonHot Springs. Mineralization occurs in the metamorphosed limestone and along the granodiorite-limestone contact. The garnet-wollastonite skarn hosts chalcopyrite withsome bornite, molybdenite, pyrite and magnetite. Epidote, malachite and azurite is associated with the skarn and the metamorphosed limestones. Beddingstrikes east-west and dips about 80 degrees north. Considerable development work was done on the property between 1915 and 1917. A representative sample from the ore dump containing chalcopyrite ina gangue of magnetite and garnetite analyzed trace gold, 48.0 grams per tonne silver and 5.3 per cent copper (Mihister of Mines Annual Report 1917,page 287). About 181.4 tonnes of ore was shipped from the property between 1916 and 1917. In 1917, 91 tonnes of ore produced 6350 kilograms ofcopper. A map of ssome similar VMS deposits in southern BC follows, accompanied by a table of tonnages and grades of VMS deposits.

28


29


30


DISCUSSION Within the Cupro claims are a number of polymetallic vein or stringer zones which have been explored in the past. These are hosted by the Harrison LakeGroup of Jurassic volcanics, which, 10 kilometers to the north are host to a significant polymetallic volcanogenic massive sulphide (VMS) deposit (TheSeneca massive sulphide deposit, which has 1.5 million tonnes of mineralization grading 3.57% zinc, 0.65% copper, 41.1 grams per tonne silver and 0.82grams per tonne gold.). This deposit consists of massive barite, pyrite chalcopyrite, sphalerite and galena. The present property has not been thoroughlyprospected or mapped. Other VMS deposits occur in southern British Columbia, in similar Jurassic volcanics. The best example is the Britannia mine, near Squamish, whichproduced at one time 47.8 million tonnes of ore containing significant amounts of copper (517 M kilograms), lead zinc, gold and silver. CONCLUSIONS The Cupro property, which has been explored intermittently in the past, by a number of junior companies, each with small claim holdings, has beenassembled into one large property which can now be explored by modern geochemical and geophysical methods. Although there are no immediate drill targets, comparison with adjacent VMS properties such as the Seneca property, suggests that similar massivesulphide mineralization could exist in the area. Within volcanic packages such as Harrison Lake formation (host to the Seneca deposits and the Cupro showings), deposits are generally found in stronglyaltered “footwall” volcanic (tuffs and volcanic sediments) generally at a sedimentary interface. The deposits are overlain by realatively unaltered, massive“Hangingwall” volcanic which are fresh and unmineralized. Such ssuccession is present at Mt. Woodside, where the known showings are at the base ofthe mountain, overlain by massives and volcaniclastics. This provides a good exploration target, and it appears that Footwall and Hanginwall sequenceshave been recognized. RECOMMENDATIONS Initially, base maps should be prepared at a favourable scale. New TRIM topographic maps are appropriate, and can be purchased in digital format. A comprehensive prospecting and mapping program is suggested, to be followed by geochemical soil and silt stream sediment surveys and rock sampling.Any anomalous areas should have Induced Polarization (IP) survey grids completed to try and outline areas with sulphides. An airborne geophysical multi-sensor survey might be useful, in light of the steep and relatively inaccessible terrain on the north slope of the mountain.

31


If areas of interest are outlined by anyone or more of the above noted surveys, a program of diamond drilling would follow. SUGGESTED BUDGET COST ESTIMATE Phase 1 Complication of geochemical data US $ 7,000 Prospecting 8,000 Geological mapping, sampling 18,000 Vehicle, fuel 5,500 Room and board 4,500 Analyses 6,000 Supplies 1,000 Report 6,000

55,000 Contingencies @ 10%, approx 5,000

Total Phase 1 60,000 US $ 60,000 Phase 2 Geophysical surveys, drilling, allow 140,000 140,000

Total, Phases 1 and 2 US $

200,000


32


BIBLIOGRAPHY Cairnes, CE., (1944);Hope Map Area: GSC Map 737A Crickmay, CH., (1925); The Geology and Paleontology of the Harrison Lake District, British Columbia, together with a General Review of the JurassicFaunas and Stratigraphy of Western North America. Ph.D. Thesis, Leland Stanford Junior Univerisity, 1925. EMR/MEMPR; Aeromagnetic surveys Maps 85376 Chilliwack, 85386, Harrison Lake MEMPR; Minister of Mines Annual Reports (MMAR) 1955-74; 1961-88; 1966-62 Geology, Exploration and Mining (GEM) 1970-247; 19"71-264; 1974-105; 1975-E62 Minfile 92H SW 015 Valley View Property File; 92H SW & NW; 92 G NE Monger, J.W.H., (1969); Hope Map-Area West Half (92H W) British CC?lumbia, GSC Paper 69-47 pp 75. Northcote, ICE. Mar. 1984, Feb. 1985); Report on Geological and Geophysical Surveys on the Valley View and Goldtop Claims, Private Report for StarMountain Resources Inc. Northcote, K.E.; Report on Ground Magnetometer Survey on the Valley View and Goldtop claims. Assessment report for Star Mountain Resources Inc.,January 3 1,1985. Arthur, A. (1987): Mesozoic Stratigraphy and Paleontology of the West Side of Harrison Lake, Southwestern British Columbia, Unpublished. M.Sc. Thesis,University of British Columbia. Arthur, Andrew J., Paul L. Smith, James W. H. Monger, & Howard W. Tipper. (1993) Mesozoic Stratigraphy and Jurassic Paleontology West of HarrisonLake, Southwestern British Columbia. 62 pp .. 1993.Geological Survey of Canada, Bulletin 441 Friesen. P.S., P.Eng., (1987); Report on the Weaver Lake property. Private Report for Aaron Mining Ltd. dated 21 September, 1987. Mitchell, Marvin A., (1989); Geological Report on the Keiko and KK Mining Claims, New Westminster Mining Division, British Columbia. Private Reportprepared for Hera Resources Inc. dated January 15, 1989 Price, B.J., (1995); Opinion of Value for the Harrison Lake Gold Property. Draft Report for Pacific Comox Resources Ltd. dated March 7, 1995. Price, B.J., (1987); Geological Report, Fire Mountain Gold Property, Fire Mountain Area, New Westminster M.D., Private Report for Plaskey DevelopmentEnterprises Ltd., dated November 25, 1987. Price, B.J., (1986); Geological Summary, Bigfoot Property, Harrison Lake, BC, New Westminster Mining Division. Private Report for Shangri-La MineralsLtd. dated 26 February 1986. Price, B.J., and Howell, W.A., (1981); Geochemical Report, Fire Creek Prospect, Hades and

33


Brimstone claims, New Westminster M.D., Assessment Report for JMT Services Corp. and Territorial Gold Placers Ltd. dated November 15, 1981. Price, B.J., and Howell, W.A., (2002); Geochemical Report, Zeus Prospect, Harrison Lake area, New Westminster M.D., private Geological Report forCorumel Minerals Ltd .. Price, B.J., (2004); Assessment Report, Thor 7-12 mineral claims, , Harrison Lake area, New Westminster M.D., private Geological Report for CorumelMinerals Ltd. and filed as Assessment Report, dated February 25, 2004. Price, B.J., (2006); Technical Report, Thor claims, , Harrison Lake area, New Westminster M.D., for Centurion Minerals Ltd. Ray, G.E. (1983):The Nagy Gold Occurrences, Doctors Point, Harrison Lake (92H/12W), B.C. Ministry of Energy, Mines & Pet. Res., GeologicalFieldwork, 1982, Paper 1983-1, pp. 55·61. Ray, G.E., Coombes, S. and White, G. (1984): Harrison Lake Project (92H/5, 12; 92G/9), B.C. Ministry of Energy, Mines Pet. Res., Geological Fieldwork,1983, Paper 1984-1, pp. 42-53. Ray, G.E. and Coombes, S. (1985): Harrison Lake Project (92H/5, 12; 92G/9, 16),B.C. Ministry of Energy, Mines & Pet. Res., Geological Fieldwork andCurrent Research, 1985, Paper 1985-1. G.E. Ray, 1986: Gold Associated with a Regionally Developed Mid Tertiary Plutonic Event in the Harrison Lake Area, Southwestern British Columbia; B.C.Ministry of Energy, Mines and Petroleum Resources, Geological Fieldwork 1985, Paper 1986-1, pp.95-97. References - Seneca Mineral Deposit: Arthur, A.J., Smith, P.I., Monger, JWH. and Tipper, H.W., 1993. Mesozoic stratigraphy and Jurassic paleontology west of Harrison Lake, southwesternBritish Columbia. Geological Association of Canada, 441, 62 p. Mahoney, J.B., Friedman, R.M. and Mckinley, S.D., 1995. Evolution of a Middle Jurassic volcanic arc: Stratigraphic, isotopic and geochemicalcharacteristics of the Harrison Lake Formation, Southwestern British Columbia. Canadian Journal of Earth Sciences, 32, p.1759-1776. Mckinley, S.D., 1996. Volcanic Stratigraphy and Lithogeochemistry of the Seneca Zn-Cu-Pb Prospect, Southwestern British Columbia. M.5c. Thesis,University of British Columbia, 195 p. McKinley, S.D., Barrett, T.J. and Thompson, J.F.H., 1996. Volcanic stratigraphy and lithogeochemistry at the Seneca Zn-Cu-Pb prospect, southwesternBritish Columbia. Exploration and Mining Geology, v. 5, p. 399-420. McKinley, S.D., Barrett, T.J. and Thompson, J.F.H., (1996): Geology and lithogeochemistry at the Seneca Zn-Cu-Pb Prospect, southwestern BritishColumbia, Exploration and Mining Geology, vol. 5, no. 4, pp. 399-420.

34


McKinley, S.D., Thompson, J.F.H. and Barrett, T.J., (1995): Volcanic Stratigraphy and Lithogeochemistry of the Seneca Prospect, Southwestern BritishColumbia, (92Hj5W); in Geological Fieldwork 1994, Grant, B. and Newell, J.M., Editors, British Columbia Ministry of Energy, Mines and PetroleumResources, Paper 1995-1, pages 503-512. McKinley, S.D., Thompson, J.F.H., Allen, R., Sherlock, R.L., Burge, C. and Barrett, T.J. (1994): Geology of the Seneca Property, Southeastern BritishColumbia; in Geological Fieldwork 1993, Grant, B. and Newell, J.M., Editors, B.C. Ministry of Energy, Mines and Petroleum Resources, Paper 1994-1, pp.345·350. Pearson, D.E., 1973. Harrison, Lucky Jim. In Geology, Exploration and Mining in British Columbia 1973. British Columbia Ministry of Energy, Mines andPetroleum Resources, p.125-128. Pride, K.R., 1'973. A mineralographic study of selected sulfide samples from the Seneca Property, near Harrison Mills, British Columbia. B.Sc. thesis, theUniversity of British Columbia, 44 p. Thompson, R.I., 1972. Report on Harrison, Lucky Jim Property. In Geology, Exploration and Mining in British Columbia 1972. British Columbia Ministry ofEnergy, Mines and Petroleum Resources, p.102-114. Urabe, T., Scott, S.D. and Hattori, K., 1983. A comparison of footwall-rock alteration and geothermal systems beneath some Japanese and Canadianvolcanogenic massive sulfide deposits. In The Kuroko and Related Volcanogenic Massive Sulfide Deposits. Economic Geology Monograph 5, p.345-364

35


CERTIFICATE OF THE AUTHOR, DAVID J. BRIDGE

I, David Bridge, hereby certify that: I am an independent geologist residing at 601- 31 Elliott Street, New Westminster, BC, Canada, Telephone : 604-520-0508 I am a graduate of the University of British Columbia with a Bachelors degree in Geological Engineering in 1990 and a Masters Geological Engineering in1994.

I am registered as a Professional Geoscientist with the Associaton of Professional Engineers and Geoscientists of British Columbia. (APEGBC Number24974)

I have practiced my profession since 1994 as a geologist for junior and major mineral exploration companies.

By reason of my education, affiliation with a professional association and past relevant work experience, I fulfill the requirements to be a “qualified person”for the purposes filing this report to the SEC.

I am one of the authors of all sections of this report titled “The Report”). I visited the property on August 14, 2007, accompanied bygeologists William A. Howell and Barry J. Price. I am not aware of any material fact or materialchange with respect to the subject matter of the Report that is not reflected in the Report, the omission to disclose which makes the Technical Reportmisleading. I am independent of the issuer.

I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes,including electronic publication in the public company files on their websites accessible by the public, of the Report.

Dated at Vancouver B.C. this 20th day of August, 2007


36


APPENDIX I

MINFILE DESCRIPTIONS

ASCOT,FAB,TREBLIFMining Division New Westminster BCGS MapStatus Showing NTS Map 092H04WLatitude 49° 14' 11" N UTM 10 (NAD 83)Longitude 121 ° 53' 44" W Northing 5454321 Easting 580398Commodities Copper, Zinc Deposit Types G06 Noranda/Kuroko massive sulphide Cu-Pb-ZnTectonic Belt Coast Crystalline Terrane Harrison Capsule Geology The Ascot occurrence is underlain by Lower and Middle Jurassic Harrison Lake Formation andesites, andesite porphyry, andesitebreccia and basalt. Felsic volcanics and intrusions of Tertiary quartz diorite are also reported in this area. The volcanic rocks are locally silicified and mineralized with sulphides, primarily pyrite. Minor amounts of chalcopyrite and a trace of sphalerite areassociated with quartz stringers striking west-northwest and dipping steeply northeast in altered siliceous volcanic rock, reported variably as agglomerateor andesite flow breccia. A film of chalcocite coats the other sulphides where the stringers are vuggy. These sulphides also occur in small amounts in thecountry rock together with heavy concentrations of pyrite. In the same vicinity, chalcopyrite is reported to occur in a shear in porphyritic andesite. The shear is 15 centimeters wide, strikes 110 degrees, dips 65degrees southwest and is parallel to a band of grey, cherty pyritic rock about 3 meters wide. A sample of a sulphide-rich gossan zone yielded 0.35 per cent copper and less than 0.1 gram per tonne gold (Assessment Report 9640). Bibliography EMPR AR *1966-62EMPR ASS RPT *3604, *9640EMPR EXPL 1989-189EMPR GEM 1972-102EMPR OF 1999-2GSC MAP 737A; 1069A; 12-1969; 41-1989GSC P 69-47

37


FAIRPLAY (L.2085), F.E.W., FEW, FAT MAN,NANCY JANE, QUEEN (L.2092), ST. ALICE

Mining Division New Westminster BCGS MapStatus Showing NTS Map 092H04WLatitude 49° 13' 52" N UTM 10 (NAD 83)Longitude 1210 51' 41" W Northing 5453772 Easting 582894Commodities Copper, Zinc, Lead, Gold, Silver Deposit Types 105 Polymetallic veins Ag-Pb-Zn+/-AuTectonic Belt Coast Crystalline Terrane Harrison

Capsule Geology The Fairplay occurrence is underlain by Lower and Middle Jurassic Harrison Lake Formation rocks which consists of intermediate, locally felsic flows andpyroclastics. Intrusions of Tertiary quartz diorite are reported in this area also. In 1897, there was reported to be two lodes on the Fat Man and Nancy Jane property, about 50 meters apart. These were from 1.5 to 5 meters in widthand carried gold, silver, copper, lead and zinc. At this time it was considered a copper prospect. A shaft, 14 meters long, and three adits totaling 64 metershad been completed on the property to 1897. By 1898, the Fairplay and St. Alice claims were situated on the ground formerly occupied by the Fat Man and Nancy Jane claims. In this year, a tunnel 55meters long and two crosscuts, 12 and 21 meters long respectively, were completed. A total of about 122 meters of underground development had beendone on the property up to, and including 1898. In 1929, on what was now the F.E.W claim, a short tunnel was run from the level of the railway track and a shaft sunk about 6 meters at the end of thetunnel on a small stringer showing a little zinc. Bibliography EMPR AR *1897-579; *1898-1150; *1929-399GSC MAP 737A; 1069A; 12-1969; 41-1989GSC P 69-47

38


VALLEY VIEW, GOLD TOP, STACEY CREEK,CONSTANTINE, PF, MIDNIGHT, NOREEN, REX

Mining Division New Westminster BCGS MapStatus Showing NTS Map 092HOSWLatitude 490 15' 20" N UTM 10 (NAD 83)Longitude 1210 51' 17" W Northing 5456496 Easting 583338Commodities Copper, Zinc, Lead, Silver, Gold Deposit Types G06:Noranda/Kuroko massive sulphide Cu-Pb-ZnTectonic Belt Coast Crystalline Terrane Harrison

Capsule Geology The area is underlain mainly by Lower-Middle JurassiCcHarrison Lake Formation rocks comprised of volcanic flows, pyroclastics and tuff breccias withminor interbedded volcanic/sedimentary greywacke, tuff and arkose. These rocks are thought to be part of the Middle Jurassic Weaver Lake Member ofthe Harrison Lake Formation. These are in fault contact with the Upper Jurassic Kent Formation which is comprised of chert, interbedded tuffs andvolcanic flow rocks which resemble the Weaver Lake Member suite. A strong, northeast trending zone of hydrothermal alteration extending for about 350 meters, pervades the rocks in the Valley View zone. The alterationconsists of chlorite, locally strong sericite, lesser epidote with some pervasive feldspar (albite?) and quartz. Disseminated pyrite occurs throughout thealteration zone with much lesser pyrrhotite. Southeast trending and vertical to steeply dipping mineralized open space quartz-sericite-carbonate-epidoteveins are superimposed on the alteration zones. These veins extend over several centimeters and are mineralized with coarse crystalline pyrite, minorchalcopyrite, sphalerite and galena yielding trace silver and gold values. A second zone of significant hydrothermal alteration and mineralization is located along the lower reaches of Stacey Creek, and extends for about 45meters along the stream bank. The altered zone occurs in siliceous chert, arkose and breccias which have undergone extensive sericitic and localbrecciation with strong silica and feldspar impregnation and veining. An irregular vein of barite about 0.5 meter Wide, occurs in the intensely sericitic(pyrophyllite) brecciated alteration zone. Minor sulphide mineralization consisting of pyrite, chalcopyrite, galena and sphalerite occurs locally in associationwith sericitic and siliceous alteration. The significant differences between the Stacey Creek (Constantine) zone and the Valley View zone is the more intense sericitic (pyrophyllite) alteration,stronger brecciation and much less disseminated pyrite and other sulphides.Selected samples from the mineralized zones were collected in 1984. A sample from a mineralized vein hosting pyrite and chalcopyrite assayed 0.064 percent copper, 28.11 grams per tonne silver and 0.034 gram per tonne gold. A chip sample from a mineralized, siliceous feldspathic fragmental rock fromStacey Creek analyzed 0.138 per cent copper, 0.86 per cent lead, 0.30 per cent zinc, 2.9 grams per tonne silver and 0.001 gram per tonne gold. Another0.5 meter chip sample from sericitized, weakly silicified breccia that is crosscut by barite veinlets, analyzed 0.087 per cent copper, 0.126 per cent lead,0.364 per cent zinc, lOA grams per tonne silver and 0.014 gram per tonne gold. A 0.5 meter chip sample of sulphide mineralization from this area yielded0.295 per cent copper, 0.90 per cent lead, 1040 per cent zinc, 30.0 grams per tonne silver and 0045 gram per tonne gold.

39


(Assessment Report 12222).

A small shipment was made in 1961. Bibliography EMPR AR 1955-74; 1961-A49,88; 1966-62EMPR ASS RPT *12222, *13479, *17318EMPR BC METAL MM00232EMPR EXPL *1975-E62; *1984-180EMPR GEM 1970-247; 1971-264; 1974-105EMPR OF 1999-2GSC MAP 12-1969; 737A; 41-1989GSC P 69-47, p. 66

Arthur, A.J. (1987): Mesozoic Stratigraphy and Paleontology of the West Side of Harrison Lake, Southwestern British Columbia, M .Sc. Thesis, Universityof British Columbia (Dec. 1987) Crickmay, C.H. (1925): The Geology and Paleontology of the Harrison Lake District, British Columbia, Ph.D. Thesis, Leland Stanford Junior University,California


securities & exchange commission edgar...

Documents