Property Description and Location

The MWK claim consists of 1-9 unit NWT claim totaling approximately 465 acres. The claim is registered as F97540 on NTS claim sheet 75E-5 and is in good standing until September 15, 2009. The map area is centered approximately 111º 52’W-61º 22’N. The MWK claim is administered by the Yellowknife District Mining Recorder under provisions of the Canada Mining Regulations. Claims such as this are maintained by conducting exploration work with a value of $2.00 per acre annually. Various types of exploration work being proposed will require the company to obtain permits for land use through the provisions of the Mackenzie Valley Land and Water Board located in Yellowknife. Permits have not yet been applied for. The MWK claim is displayed as Figure 2 of this report. (TBA) holds the claim under an option agreement from vendor which requires (TBA) to pay $20,000 and 1,000,000 shares to the vendors. The vendors retain a 1% NSR on any production from the claim.

Accessibility, Claims, Local Resources Infrastructure and Physiographic

The MWK claim lies on the eastern shore of O’Connor Lake, about 195 kilometers southeast from Yellowknife, NWT and 150 kilometers east of Hay River, west of the MWK claim. O’Connor Lake can be reached via a 75 kilometer winter road from Fort Resolution on Great Slave Lake where year-round gravel road access is available.

The property is currently accessed by charter air craft available from Yellowknife (Otter, Twin Otter, Beaver, etc.). All services necessary to mineral exploration and production are available at Yellowknife which itself is connected by several scheduled flights daily from Edmonton, Alberta. Property location is shown on Figure 1 of this report.

The project lies on the western margin of the Canadian Shield and has a topography typical of Precambrian terrain. About 30 percent of the area is water-covered, and of the remaining land area, over half consists of bedrock outcrop. Intervening cover comprises muskeg flats, glacial deposits and covered talus slopes.

Maximum elevation is about 350 meters above sea level and the average hills rise to about 100 meters above sea levels of the larger lakes. In general, the region may be described as a rolling country, sloping gently from the granitic uplands towards the larger lake basins.

Continental glaciation originating in the northeast has eroded the lake basins from the softer rock formations. In contrast, the uplands are occupied by granitic rocks. Glacial striae, crescentic gouges, groves and polished surfaces are present on the rock exposures and indicate the direction of the last movement of the glaciers to be from S30ºW to S70ºW, the variation in direction being mainly influenced by the foliation and relative hardness of the rock formations. Small isolated outcrops are typically rounded, and the softer rocks are well polished, striated and very often grooved.

The erosive action of the ice sheets which spread southwestward over the area smoothed the topography, but apparently nowhere removed great quantities of rock. Hills have been rounded and depressions deepened (later to form rock-basined lakes) and fresh unweathered rock has been exposed. The retreat of the final ice sheet left ablation deposits that are now represented by scattered boulders resting on glaciated surfaces of higher levels and thicker deposits of boulders and sands in many of the depressions and valley bottoms. Pine-covered sand-plains occur in a few places. Apart from these, extensive deposits of glacial origin are absent in the area.

The warm weather and long days of summer favour the growth of heavy stands of spruce in the sheltered valleys. The poorly drained areas support black spruce, willow and muskeg growth, whereas the granitic uplands and the talus slopes typically have small jackpine, popular, birch, and some dwarf alders. Banksian pine grows to a considerable size on sand plains and forms pleasing park-like areas. The rocky ridges and upland surfaces, although without trees, support a profusion of wild flowers, mosses and lichens.

Game in this area is not plentiful. However, moose, black bear and wolves are occasionally encountered. During the spring and fall, migrating caribou pass in huge herds. Fur-bearing animals include beaver, red fox, wolverine and muskrat. Lake trout, white fish, northern pike and other fish thrive in great numbers in O’Connor Lake and the larger inland lakes. Arctic graylings are only found in the deep waters of O’Connor Lake and South Thubun Lake. Pestiferous insects, the black fly and mosquito, often make outdoor existence miserable during July and August but are not nearly as bothersome as in other northern areas.

The ice of O’Connor Lake generally breaks up in early June, but cool weather with temperatures only slightly above freezing point persists until the middle of the month. The latter part of June, all of July, and first part of August are characterized by spells of hot humid weather, when temperatures often exceed 25º C at midday. Rainfall is light, consisting of local thunder showers during the early art of July.

Commonly, there are only two or three days of continuous heavy rain each summer, mostly in the beginning of July. The small lakes freeze in October and the larger lakes freeze between November and December. The days are only a few hours long. The climate is typical of continental sub-Arctic regions with long, cold winters.

History

Original exploration work on the property was concentrated on a large “gossan” area some three thousand feet long and up to one hundred feet wide, and containing small amounts of manganese, which is believed to have been discovered prior to 1946. In 1948 a lead-zinc-copper vein (present MWK 1-49 #1 vein) was discovered by Frank Morrison and other prospectors of Yellowknife. The MWK 1-49 were staked in 1948 to cover the known showings. The property was then optioned by the O’Connor Lake Lead Syndicate, who retained control up to August 1950, when it was taken over by the O’Connor Lake Lead Mining Corporation Limited. During the period 1948 to 1950, x-ray diamond drilling was carried out on the No. 1 vein and a total drilling of eight hundred feet in twelve holes was completed. Ten of these holes explored the vein for a length of four hundred feet and two were drilled for extensions, neither of which reached its objective. These holes cut the vein at depths ranging from twenty-five to fifty feet. The vein was exposed by surface trenching for a strike length of one hundred and fifty feet and 26.3 tons of cobbed ore from an open cut was shipped to the smelter at Trail, B.C., where it was assayed 55.0% lead, 13.5% zinc and 2.7 ozs. Silver per ton.

American Yellowknife Mines Limited optioned the property in November 1951. Diamond drilling on No. 1 vein with two rigs was started in December and was continued through to April 1952. Fifty core holes were drilled intersecting the structure at depths ranging from one hundred to three hundred feet down the dip. Three holes were drilled to intersect the vein at 500 foot level and two holes to the 750 foot level. Total footage drilled during this period was 12,735 feet. Drilling has been confined to the No. 1 vein only. The MWK No. 2 vein and the gossan area have been explored only by pits and surface trenches.

Underground development was conducted on the No. 1 vein during 1952. At the cessation of operations on December 16, 1952, consequent on lowering of the market prices of lead and zinc, the underground work included a three-compartment shaft to a depth of 180 feet with a station cut at the 150 foot level. Lateral development on this level consists of 127 feet of cross-cutting and 202.3 feet of drifting along the vein.

The zinc-lead-silver mineralization occurs in shoots separated by narrower or leaner parts of the vein. These shoots vary greatly in length and together constitute a zone which has been traced for a length of 600 feet and to a depth of 750 feet down-dip from the surface exposure. It has a pitch of 50º to the northwest. On the basis of systematic drilling and drifting, a tonnage of 67,950 tons with an average grade of 7.64% zinc, 3.12% lead, 0.13% copper and 0.29 oz. /ton silver was inferred above the 200 foot level. This calculation was made in 1952, is not compliant with the requirements of N1 43-101S and consequently cannot be verified.