S2GMSE8H5 52GMSE8859B1 VALORA LAKE 010

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XTRA DEVELOPMENTS INC.i i

VALORA LAKE PROPERTY

STURGEON LAKE AREA

PATRICIA MINING DIVISION, ONT.

Oanuary 2, 1973.

'A-.'.,

5 . Xtra Developments Inc.

j ^ Valora Lake Propertyl S' v .Sturgeon Lake Area

Patricia Mining Division

Ontario

SUMMARY

During the winter of 19711 magnetic and

electromagnetic surveys were carried out. This was

followed by limited prospecting in the area of two

conductive jtoues. E.ach of these zones were subsequently

tested by diamond drilling.

The first bole encountered minor sulphides,

enough to explain the electromagnetic anomaly and the

rusty outcrop. The second hole was spotted to test

a magnetic anomaly In an overburdened area. The lower

portion of the hole contained sufficient magnetic volcanics

and minor pyrrhotite to explain the magnetic anomaly.

No further work is warranted on the basis

of the surveys, drilling and current knowledge of the

property, but the property should be reviewed A few months

prior to the anniversary date because new data Is always

becoming available in ajvactl'res.mlnlng camp.'/•- ' A

.

Xtra Developments Inc.

Valora Lake Property

Sturgeon Lake Area

Patricia Mining Dlviaion

Ontario

I. INTRODUCTION

Xtra holds a group of seventeen claims In.

the southwest corner of Sturgeon Lake, Patricia

fining Division, Ontario. These are located on a limb

of volcanics extending oouthwetst from Sturgeon Lake.

Geophysical survey and diamond drilling were carried

out between March and July 1971 over the group.

II. PROPERTY. LOCATION AND ACCESS

The group of seventeen contiguous unpatented

mining claims are located on the northwest shore of

Valora Lake, three miles east of Highway 599 and three

miles south of Sturgeon Lake. The claims are as follows:

PA 245516 l claimPA 21+5531 to -28 Inclusive 8 claimsPA 21+5531 l claimPA 21+61+01+ to -10 Inclusive _^claims

Total l? claims (680 acres)

The group Is shown on S.W, part of Sturgeon Lake Area

{Plan M2266). Access IB either by float plane to Valora

Lake from Ignace sixty miles to the southwest on the

Trans Canada Highway, or by road along Highway 599. - ' . ; '-

and then along the powerllne right-of-way (by tractor). ...-,,'V- : '.-' : '- ' fto the property.

'

III. GENERAL GEOLOGY" — — ——— — —— " —— ' ——————————— " — '

The area Is underlain by Keewatin volcanics

bordered on the south by undifferentiated granite rocks.

The volcanics are not mapped In any detail but to the

north, similar rocks are usually metamorphosed basic to

acid flows and tuffs. The general strike of the volcanics

la east-west.

IV. GEOPHYSICAL SURVEYS

There are seven stronger magnetic anomalies

and alx of these conform to the east-west strike of the

volcanics. The seventh anomaly occurs In an overburdened

area in the southeastern corner of the property, on the

shore of Valora Lake. The shape and texture of this

anomaly suggests that is might arise from the syenite

and related rocks.

The property was surveyed with dual-frequency

vertical loop electromagnetic equipment {McPhar SS15).

No strong conductors occurred on the property, but two

high frequency anoamlles occur in two Interesting geologic

settings.

V. DIAMOND DRILLING

In *July 1971 two diamond drill holes were

completed on the property. The first hole was to teat

an EM conductor where some rusty outcrop was observed.

The second hole was to test a magnetic anomaly to the

southeast.

The first hole encountered minor sulphides from

96.0 feet to 135*0 feet, enough to explain the electro

magnetic anomaly and the rusty zone. Hole l was 598.0 feet,

The second hole was spotted to test a magnetic

anoamly In an overburdened area. The lower portion of the

hole 2U5 to 300 feet, contained sufficient magnetic volcanics

and minor pyrrhotite to explain the magnetic anomaly. The

depth of this hole was 301.0 feet.

VI. CONCLUSIONS AND RECOMMENDATIONS

The diamond drilling explained the geophysical

anomalies.

No further work Is warranted on the basis of

the surveys, drilling and current knowledge of the property

but the property should be reviewed a few months prior to

the anniversary date In November 1973 because new data

is always becorniaaliable In an active mining camp.

Respectfully submitted,

on. Cle-dhiU, l"?. A., ^. Kng.

CERTIFICATE

I, Tom Gledhill, of the Borough of North York, In the Province of Ontario hereby certify i

1. That I am a practicing Professional Engineer with offices at 21 Sandal wood Place, Don Mills, Ontario.

2. That I am a graduate of the University of Toronto and hold a degree In Physics and Geology and I am a member of the Association of Professional Engineers of the Province of Ontario. I have been practicing my profession for over fifteen years.

3. That I do not have either directly or Indirectly, nor do I expect to receive either directly or Indirectly, any Interest In the properties or securities of Xtra Developments Inc.

/4 . That the accompanying report was prepared on the basis of a study of the following reports, maps and a personal visit to the property area.

(a) Ontario Department of Natural Resources

Map 2169

Files : Reports and maps in the company files.

5. Thflf this certificate appllco to properties In Patricia Mining Division, Ontario.

Dated at Don Mills, Ontario this 2nd day of January 1973.

January 2nd, 1973 AyGledhill, B.A.,P.Eng

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52G14SE0115 5aGMSE0a59B1 VALORA LAKE O2O

Prospectus dated March l, 1973i.w 2::

'

NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN'CANADA HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY

IS AN OFFENCE

Secondary Is sue;

The 84,778 shares and 35,491 Series "A" Warrants offered by this Prospectus are being sold by shareholders of Xtra Developments Inp. and no proceeds of the sale of the said shares and said warrants will be received by Xtra Developments Inc. Reference is made to the headings "Warrants" and "Principal and Selling Shareholders" on pages 27 and 28.

i

XTRA DEVELOPMENTS INC.

(Constituted under the laws of the Province of Ontario)

, 84,778 shares (without par value)

Price: At the Market

35,491 Series "A" Warrants

Price: At the Market

The selling shareholders hereby offer, through Durham Securities' Corporation Limited, acting as agent, 84,778 issued shares without par value, and 35,491 Series "A" Warrants of Xtra Developments Inc. These shares and warrants will be offered at the market, and the agent will be paid a commission not exceeding 251 of the proceeds received from shares and warrants sold.

The estimated cost of the preparation of the Prospectus and of this offering to the Corporation is $6 / 000.

From June 1972 to the date of this Prospectus, the shares of Xtra Developments Inc. traded on the Toronto over-the-counter market at a low of 25* per share and a high of 750 per share, The Series, "A" Warrants trade on the Toronto over-the-counter market at bid 30* and asked

THE SHARES HEREBY OFFERED ARE SPECULATIVE

WE, as agent, offer these 84,778 shares

without par value, and 35,491 Series "A" Warrants

subject to prior sale and subject to the approval oft

all legal matters on our behalf and on behalf of all

the selling shareholders, by Messrs. Manley, Grant d

Camisso, Toronto, Ontario.

Subscriptions will be received subject to

rejection or allotment in whole or in part, and the right

is reserved to close the subscription books at any time*

without notice,

DURHAM SECURITIES CORPORATION LIMITED

Suite 610,100, Adelaide Street West,Toronto, Ontario.M5H 1S3.

Telephone: 368 4538

*- ' ,- "•O V TABLE OF CONTENTS

HISTORY AND BUSINESS

The CorporationThe Amalgamation - Its Effects

The Basis of the Amalgamation Mineral Prospects of the Corporation

(a) From AccraLangmuir Township Claims

From ValoraSturgeon Lake Areas, Patricia MiningDivision, Ontario

From Shirex '

(D (2)From NitroCariboo Mining Division Claims

(b)

(OEcho Bay Claims Gowland Island

(d)

(e) Acquisitions by the Corporation since amalgamation.

(D (2)

(f)

Manitou SyndicateRed Lake AreaWorking Option Agreement

Larder Lake Mining Division Working Option AgreementAlsurex Developments Inc.

Mortgage Receivable

Investments

(g)(h) (i)

CAPITAL STRUCTURE

CAPITALIZATION

DIVIDENDS

AUDITORSSTOCK REGISTRAR AND TRANSFER AGENT

ESCROWED SHARES

USE OF PROCEEDS

WARRANTSPRINCIPAL AND SELLING SHAREHOLDERS

OFFERING

PRIOR SALES

PROMOTERS

MANAGEMENTREMUNERATION OF DIRECTORS AND OFFICERS

MATERIAL CONTRACTS AND INTEREST OF MANAGEMENT

AND OTHERS IN SAMEPURCHASER'S STATUTORY RIGHT OF WITHDRAWAL

AND RESCISSIONA, Right of WithdrawalB. Right of Rescission

FINANCIAL STATEMENTS

CERTIFICATES

3

4

56

1013

13

14

15

19

22

24

2424

25

25

2626

26

27

27

27 S 28 29 31 313132

33

34 34 '

36 48

Q H) Q O

-3-

HISTORY AND BUSINESS

The Corporation

Xtra Developments Inc. (hereinafter referred to as

"the Corporation") has originated from the amalgamation,

pursuant to The Business Corporations Act, (R.S.O.,1970,

C.53), of Accra Explorations Limited ("Accra"), incorporated

on April l, 1935, Shirex Enterprises Limited {"Shirex"),

incorporated on June 20, 1968, Nitro Developments Inc. ("Nitro"),

incorporated on March 3, 1971, and Valora Explorations

d Developments Limited ("Valora"), incorporated on* *

December 4, 1970. Articles of Amalgamation became

effective on May 25, 1972, to carry out the terms of

amalgamation provided for in an agreement between the

four amalgamating corporations made April 20, 1972. The

amalgamation agreement was confirmed by the shareholders

of the amalgamating corporations at respective meetings

held on May 24, 1972.

The Corporation has its head office at Suite 420,

120 Adelaide Street West, Toronto, Ontario.t

The objects of the Corporation are varied and include

those of mining, exploration, acquisition of real and

personal property, builders, management services, dealers

in investments and securities, and guaranteeing the

performance of contracts, obligations and undertakings of

others.

The Corporation has an authorized capital of 5,000,000

shares without par value, which shall not be issued for an

aggregate consideration exceeding the sum of 03,000,000, or

such greater amount as the Board of Directors of the

Corporation by effective resolution determines.

-8-

At tne present time no further work is recommended, but

the property should be kept in good standing.. It is .

recommended that 'new developments in the Langmuir Township

area by Inco-Noranda should be watched. If an interest in

nickel returns, consideration should be given to surveying the

serpentinite with induced polarization in a search for

disseminated sulphides.

(b) From Valora

. , Area s, Patricia Mining Division, Ontario.

By an agreement dated the 18th day of December, 1970,

made between John Georgopoulos of Suite 607, 1284 Danforth

Road, Scarborough, Ontario, as vendor, of the first part,

Valora as purchaser, of the second part, and Durham Securities

Corporation Limited ("Durham"), Suite 610, 100. Adelaide Street

West, Toronto, Ontario, of the third part, Valora acquired

from the vendor seventeen unpatented mining claims in the

Sturgeon Lake Area, in the Patricia Mining Division of the.

Province of Ontario, being registered claims numbered PA245516,

PA245521 to PA245528 inclusive, PA245531 and PA246404 to

PA246410 inclusive, {hereinafter referred to as "Mining

Claims") for and in consideration of the sura of $22,500,* ' '

which was satisfied by the allotment and issue of 750,000

fully paid shares having no par value in the capital of Valora.

By an agreement dated the 13th day of November, 1970, and

made between the vendor and Durham, the vendor agreed that in

consideration of Durham financing the incorporation of

Valora, Durham agreeing to enter into the underwriting and ;

''option agreement with Valora on the terms set forth under

the heading "Plan of Distribution", he, the vendor, would

transfer and assign to Durham 75,000 free vendor shares and

^337/500 escrowed vendor shares out of the 750,000 vendor r

-9-

shares he (the "vendor") would receive for the Mining Claims,

and Durham agreed to pay to the vendor $4/000 as and when the

prospectus of Valora was accepted for filing by the Ontarioi

Securities Commission. The prospectus was accepted for

filing by the Ontario Securities Commission, the said money

was paid to the vendor by Durham and the said free and escrowed

shares were transferred from the vendor to Durham,

In the agreement dated the 18th day of December, 1970,

the vendor and Durham agreed that in order to finance Valora

each would comply with the requirements of the Ontario

Securities Commission and each would escrow 337,500 vendor

shares with the Stock Registrar and Transfer Agent of Valora

subject to release, transfer, hypothecation or other alien

ation only upon the written consent of the Ontario Securities

Commission and with the further proviso that any other

dealings with the said shares within the escrow can only be

had with the written consent of the Ontario Securities

Commission,

Pursuant to the last mentioned agreement the vendor

and Durham have given an irrevocable direction to the

Guaranty Trust Company of Canada, 88 University Avenue/

Toronto, the Stock Registrar and Transfer Agent of Valora,

,to hold.the said escrowed shares subject to the above - -

mentioned terms of escrow.John Georgopoulos advised Valora that he had spent

^2,000.00 in acquiring the Sturgeon Lake Claims.

Other than the aforesaid, the Corporation is not aware of

any person or corporation who has received or is' entitled to

receive a greater than 5% interest in the consideration payable

for the Mining Claims.

m. ..-.^.. i - - ̂ .-K.^V-.. ..^..

-10-

Valora carried on a magnetic survey and drilling program on

these claims and spent approximately $18,000 up to the date of

amalgamation. The Corporation has not expended any money on

the development of these claims as of the date of this

Prospectus, and does not intend to spend any money in the

near future.

The following is a summary of the report of Tom

Gledhill, B.A./P.Eng., on the said mining claims, dated

January 2 , 1 973, whose full report is available in the public

files of the Ontario Securities Commission. :' !

During -the winter of 1971, magnetic and electromagnetic*

surveys were carried out. This was followed by limited

prospecting in the area of two conductive zones. Each of

these zones were subsequently tested by diamond drilling.

The first hole encountered minor sulphides, enough to

explain the electromagnetic anomaly and the rusty outcrop.

The second hole was spotted to test a magnetic anomaly in an

overburdened area. The lower portion of the hole

contained sufficient magnetic volcanics and minor pyrrhotite

to explain.the magnetic anomaly.

No further work is warranted on the basis of the

surveys/ drilling and current knowledge of the property,

but the property should be reviewed a few months prior to

the anniversary date because new data is always becoming

available in an active mining camp.

No provision is being made by the Corporation at the

present regarding any further possible costs.

(c) From Shirex

(1) Echo Day Claims

By agreement dated the 3rd day of July, 1968,

Shirex acquired eighteen (18) unpatented mining claims in the

-27-

USE OF PROCEEDS

The 84,778 shares and 35,491 Series "A" Warrants of the

Corporation being offered by this Prospectus are being offered

on behalf of the selling shareholders and are not being acquired

from the Corporation, and consequently no proceeds of the sale

of such shares and warrants will be received by the Corporation.

WARRANTS

Pursuant to a Standby Underwriting Agreement dated

October 16, 1972, between the Corporation and Durham Securities

Corporation Limited (see "Material Contracts and Interest of

Management in Same"), Durham purchased 10,697 Units of the9

'Corporation, each Unit being made up of one common share and

one Series "A" Share Purchase Warrant. Pursuant to the said

Agreement, Durham undertook not to sell or offer for sale

to the public in Ontario any Units or the shares and Series

"A" Warrants comprising the Units of the Corporation that it

purchased pursuant to its commitment unless and until a

Prospectus of the Corporation was filed and accepted for

filing by the Ontario Securities Commission.

Pursuant to a rights offering (see "Prior Sales")

Randall-Shawn Investments Limited acquired 24,794 Series "A"

Share Purchase Warrants. If all of the said 24,.794 Series

"A" Share Purchase Warrants are sold pursuant to this offering,

Randall-Shawn Investments Limited will own none of the said

Warrants. (See "Offering").

PRINCIPAL AND SELLING SHAREHOLDERS

The following table gives the names of the principal and

selling shareholders of the Corporation, and sets forth their

share holdings, both before and after the proposed offering.

-31-

Quill Investments Limited is owned and controlled as to a

interest therein by the said David Jay Foster, and as to

the remaining 25?, interest by Alex Pancer,

Randall-Shawn Investments Limited is owned and controlled

as to a 75t interest therein by the said David Jay Foster/

and as to the remaining 251 interest by Alex Pancer.

Durham Securities Corporation Limited is owned and

controlled as to a 75?. interest therein by the said David Jay

Foster, and as to the remaining 251 interest by Alex Pancer.

PRIOR f:ALES

Pursuant to a rights offering made by tht Corporation to

its shareholders, the Corporation sold 350,000 units at 250

per unit, realizing $87,500. Each unit consisted of one

common share and one Series "A" Share Purchase Warrant, for ,.

every l*s common shares held as at November 14, 1972, which warrant

can be exercised by the holders of such Warrants to purchase

one additional common share in the capital stock of the

Corporation at a price of 300 per share, on or before April

17, 1973. .

. . ' ' PROMOTERS

As the Corporation is constituted as a result of the

amalgamation of four'corporations, there is no promoter of, - l

thp Corporation. '

MANAGEMENT

The following are the particulars of present management

of the Corporation, Including their principal occupations

during the past five years:

President and a director - David Jay Poster, 32 Forest

Ridge Drive, Toronto, Ontario; Croker, President and the

major shareholder of Durham Securities Corporation Limited,

the successor to Durham Securities.

Vice-Prcsident and a director - Irwin Wallace, Suite

508/ 2500 Bathurst Street, Toronto, Ontario; Notary

Public, insurance and real estate broker.

Director - John Georgopoulos, Suite 607, 1284 Danforth

Road, Scarborough, Ontario; Travel agent, with Airsealand

Travel Service, 684 Bloor Street West, Toronto, since

1966. ' *

Director - Hugh Grant Harper, 314 Hendon Avenue,

Willowdale, Ontario; self-employed consulting geologist

and professional engineer for ever ten years.

Director - Gerald Iscove, 650 Eglinton Avenue West,

Toronto, Ontario; Insurance sales representative with

Pau2 Revere Life Insurance Company for over five years.

Secretary-Treasurer - Robert Brown, 6 Zaharias Court,

Willowdale, Ontario; Corporate Secretary, President of

Robert Brown Corporate Services Limited.t

REMUNERATION OF DIRECTORS AND OFFICERS

The aggregate direct remuneration paid or payable by

the Corporation to the directors and senior officers of

the Corporation for the period from 4May 25, 1972 to December

31/ 1972 amounted to $4,175. In addition, the remuneration

paid to Robert Brown corporate Services Limited amounted

to $3,950. The Corporation pays each director and the

Secretary-Treasurer of the Corporation $50. for each

Directors' meeting and Shareholders' meeting attended.

The Corporation pays Robert Brown Corporate Services Limited

$500 per month for routine accounting, secretarial services

and head office accommodation. The Corporation pays to

David Jay Foster, the President and a director of the

Corporation, a fee of $475 per month for managing the affairs

of the Corporation.