Canadian Warrants

Nature of business:  The company intends to develop the Piedras Verdes property to production in 2006 by: (i) completing the permitting application process by year-end 2004; (ii) securing a water right concession by year-end 2004; (iii) finalizing surface rights and land ownership agreements by the first quarter of 2005; (iv) completing the offering to finance the equity component for development of the Piedras Verdes property; (v) entering into a contract mining and/or mine equipment leasing agreement by the first quarter of 2005; (vi) completing the anticipated debt financing by the second quarter of 2005 in order to provide the balance of the financing required to develop and bring the Piedras Verdes property into production; and (vii) developing the Piedras Verdes project in 2005 and 2006. Management of the corporation intends to continue identifying and evaluating other possible acquisitions of copper exploration and development stage properties.
Transfer agent and registrar:  Equity Transfer Services Inc. at its principal office in Toronto
Share capital
Authorized:  Unlimited common shares, 16.5 million warrants
Issued:  38,879,800 common shares and 15 million warrants
Reserved common shares:  2,290,200 common shares issuable for no additional consideration upon exercise of 2,082,000 previously issued special warrants, on the basis of 1.1 common shares for each special warrant;
 2.1 million common shares issuable pursuant to the company's stock option plan, of which 1.25 million options have been granted;
 16.5 million common shares issuable upon exercise of warrants at an exercise price of $3 per share at any time prior to 4 p.m. (Toronto time) on Dec. 11, 2006;
 110,000 common shares issuable pursuant to the agent's warrants. Each agent's warrant is exercisable for one common share at a price equal of $2.50 (U.S.) until 18 months after the date on which the company completes a public offering; and
 three million common shares issuable pursuant to an underwriters' overallotment option.
Warrants:  1.5 million warrants issuable pursuant to the underwriters' overallotment option.
Dividends:  The company has not paid any dividends since incorporation and dividends will not be paid in the foreseeable future.
Public offering:  Pursuant to the prospectus, RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Haywood Securities Inc. and National Bank Financial Inc., as underwriters, are offering approximately 30 million units at a price of $2 per unit, each unit consisting of one common share and one-half of one warrant.
Warrants:  Each whole warrant entitles the holder to purchase one common share at a price of $3 at any time prior to 4 p.m. (Toronto time) on Dec. 11, 2006. The warrants will be governed by the terms of a warrant indenture between the company and Equity Transfer Services Inc., as warrant agent. The warrant indenture provides for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other terms of the capital reorganization.