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No part of the considerations received for the issue of shares in the authorized capital of the company
has been set aside as distributable surplus, pursuant to sub-section 7 of section 12 of The Companies
Act. The company has not created any bonds or debentures and it is not proposed that any be created.

The only material contract which has been entered into by the company is the main contract, which may
be inspected, at any time during business hours, at the head office of the company.

By-law No. 8 of the company, which has been duly enacted and ratified, provides that the directors
shall have the right, by a majority vote, to fix their remuneration, either as directors or as officers of the
company, and the salaries or remuneration to be paid to all salaried officers of the company, and to vary
the same when it may be expedient to do so, and that no further by-law or confirmation by the share-
holders, other than the confirmation of said By-law No. 8, shall be necessary to provide for such
remuneration. Also that the directors may, by resolution, award special remuneration to any director
undertaking any special services on behalf of the company, other than the routine work ordinarily
required of a director by the company, and that the confirmation of any such resolution or resolutions
by the shareholders shall not be required.

The business of the company has been carried on since June 12th, 1951.

Conwest, by reason of beneficial ownership of shares in the authorized capital of the company, is in a
position to elect or cause to be elected a majority of the directors of the company.

The vendors’ shares aggregate 925,000 and 832,500 of them are held in escrow by Crown Trust
Company, 302 Bay Street, Toronto 1, until released by the Ontario Securities Commission; transfer,
hypothecation, assignment or other alienation within the said escrow to be subject to the consent of the
said Commission. The escrowed vendors’ shares shall be released from escrow in blocks of not less than
10,000 shares each and, as they are released, they shall be distributed pro rata amongst the holders of
the escrowed vendors’ shares at the time of each such release.

All the mineral claims comprised in the undertaking (and notwithstanding that the claims comprised
in the Bartle option and the Williams option will not become the property of the company unless and
until those options are exercised) now stand recorded in the name of Conwest, which will transfer them
to the company as soon as it is registered under The Companies Act of British Columbia and acquires a
free miner’s certificate in that province.

No underground exploration or development in the said mineral claims has yet been done, and there
is no underground plant or equipment. Surface exploration so far done consists of sampling and
geological work, and no surface development has yet been done. A contract has been entered into for
6,000 feet of diamond drilling. The surface plant and equipment so far obtained comprises part of the
undertaking and consists of equipment, supplies, buildings and road construction, all of which are in
good and serviceable condition. The relevant mineral claims were first staked in and since the month
of July, 1950, and the properties have no known history. The company has not yet done any work or
made any improvements upon or in relation to the relevant mineral claims.

(a) Frederick Martin Connell has practised in Canada as a mining engineer for upwards of 40
years. He is a director or a director and officer of many companies, including Conwest Exploration
Company Limited, Noranda Mines Limited, United Keno Hill Mines Limited and Crown Trust
Company.

(b) William Harold Connell has operated in Canada as a prospector and mining executive for
upwards of 35 years. He is a director or a director and officer of many companies, including Conwest
Exploration Company Limited and United Keno Hill Mines Limited.

(c) Charles Rainforth Elliott has been a chartered accountant since the year 1934. He is the
treasurer of many companies, including Conwest Exploration Company Limited and United Keno Hill
Mines Limited.

(d) Arthur Beresford Mortimer has practised in Toronto as a barrister-at-law and solicitor for
upwards of 30 years.

(e) John de Navarre Kennedy has practised in Toronto as a barrister-at-law and solicitor for
upwards of 25 years.

(f) George Albert Armstrong is a barrister-at-law and solicitor. During the past three years,
he has been a student-at-law in the Law Society of Upper Canada.

(g) Charles Stewart Maclvor Mortimer is a barrister-at-law and solicitor. During the past three
years, he has been a student-at-law in the Law Society of Upper Canada.

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