-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VC0RvnVkK1QK+NohSEgU7a4TyJ6x/5GZWjpZK53+7evZbQKm1k0oa900JiOaDxln tJXIzkb8IK52wTcvcIyZDA== 0001165527-06-000223.txt : 20060713 0001165527-06-000223.hdr.sgml : 20060713 20060713103608 ACCESSION NUMBER: 0001165527-06-000223 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTMAR MINERALS INC CENTRAL INDEX KEY: 0001366317 IRS NUMBER: 204718599 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-135736 FILM NUMBER: 06959724 BUSINESS ADDRESS: STREET 1: #208-828 HARBOURSIDE DRIVE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7P3R9 BUSINESS PHONE: 604 696 2026 MAIL ADDRESS: STREET 1: #208-828 HARBOURSIDE DRIVE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7P3R9 SB-2 1 g1239.txt FORM SB-2 OF MATTMAR MINERALS, INC. As Filed With the Securities and Exchange Commission on July 13, 2006 Registration No. 333-_______ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Registration Statement Under the Securities Act of 1934 Mattmar Minerals, Inc. (Name of Small Business Issuer in Its Charter)
NEVADA 1000 20-4718599 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
#208-828 Harbourside Drive North Vancouver, BC V7P 3R9 (604)696-2026 (610) 471 6293 (Address of principal Executive Offices) (Telephone Number) (Fax Number) Karen Batcher, Batcher & Zarcone 4252 Bonita Road #151 Bonita, CA 91902 (619)475-7882 (619)789-6262 (Name and Address of Agent for Service) (Telephone Number) (Fax Number) Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] 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 the Securities Act registration 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(c) under the Securities Act, check the following box and list the Securities Act registration 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 Act registration 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 Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Share (2) Price (3) Fee (1) - -------------------------------------------------------------------------------- Common Stock 3,000,000 $0.01 $30,000 $3.21 ================================================================================ (1) Registration Fee has been paid via Fedwire. (2) This is the initial offering and no current trading market exists for our common stock. The price paid for the currently issued and outstanding common stock was valued at $0.001 per share. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PROSPECTUS MATTMAR MINERALS, INC. 3,000,000 SHARES OF COMMON STOCK AT $.01 PER SHARE This is the initial offering of common stock of Mattmar Minerals, Inc. and no public market currently exists for the securities being offered. Mattmar Minerals, Inc. is offering for sale a total of 3,000,000 of common stock at a price of $0.01 per share. The offering is being conducted on a self-underwritten, best effort, all-or-none basis, which means our officer and director will attempt to sell the shares. We intend to open a standard, non-interest bearing, bank checking account to be used only for the deposit of funds received from the sale of the shares in this offering. If all the shares are not sold and the total offering amount is not deposited by the expiration date of the offering, the funds will be promptly returned to the investors, without interest or deduction. The shares will be offered at a price of $.01 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. The offering will end on _______, 200_ (date to be inserted in a subsequent amendment). Mattmar Minerals, Inc. is an exploration stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent auditor has issued an audit opinion for Mattmar Minerals which includes a statement expressing substantial doubt as to our ability to continue as a going concern. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE RISK FACTORS SECTION BEGINNING ON PAGE 4. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is truthful, accurate, current or complete. Any representation to the contrary is a criminal offense. Offering Total Price Amount of Underwriting Proceeds Per Unit Offering Commissions To Us -------- -------- ----------- ----- Common Stock $.01 $30,000 $0 $30,000 As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission has been cleared of comments and is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer of sale is not permitted. Subject to Completion, Dated __________, 200__ TABLE OF CONTENTS Page No. -------- SUMMARY OF PROSPECTUS 3 General Information about Our Company 3 The Offering 3 RISK FACTORS 4 Risks Associated with our Company 4 Risks Associated with this Offering 6 FORWARD LOOKING STATEMENTS 9 USE OF PROCEEDS 9 DETERMINATION OF OFFERING PRICE 10 DILUTION 10 PLAN OF DISTRIBUTION 12 Offering will be Sold by Our Officers and Directors 12 Terms of the Offering 12 Deposit of Offering Proceeds 13 Procedures for and Requirements for Subscribing 13 LEGAL PROCEEDINGS 13 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 13 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15 DESCRIPTION OF SECURITIES 15 INTEREST OF NAMED EXPERTS AND COUNSEL 16 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 16 ORGANIZATION WITHIN LAST FIVE YEARS 17 DESCRIPTION OF OUR BUSINESS 17 Glossary 17 General Information 19 Competition 27 Compliance with Government Regulation 27 Patents and Trademarks 28 Need for Any government Approval of Principal Products 28 Research and Development Activities 28 Employees and Employment Agreements 28 Reports to Security Holders 28 PLAN OF OPERATION 29 DESCRIPTION OF PROPERTY 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 33 EXECUTIVE COMPENSATION 36 FINANCIAL STATEMENTS 36 CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 36 2 SUMMARY GENERAL INFORMATION You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we", "us", "our", "Mattmar", and "Mattmar Minerals" are to Mattmar Minerals, Inc. Mattmar Minerals, Inc. (the "Company") was incorporated in the State of Nevada on April 18, 2006 to engage in the acquisition, exploration and development of natural resource properties. We intend to use the net proceeds from this offering to develop our business operations. (See "Business of the Company" and "Use of Proceeds".) We are an exploration stage company with no revenues and a limited operating history. The principal executive offices are located at #208-828 Harbourside Drive, North Vancouver, BC V7P 3R9. The telephone number is (604) 696-2026. We received our initial funding of $10,000 through the sale of common stock to our officer and director of the company who purchased 10,000,000 shares of our common stock at $0.001 per share on April 19, 2006. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (April 18, 2006) through the year ended May 31, 2006 report no revenues and a net loss of $5,539. Our independent auditor has issued an audit opinion for Mattmar which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Our mineral claim has been staked and we have engaged the services of a professional geologist to prepare a geological report. We have not yet commenced any exploration activities on the claim. Our property, know as the RET Mineral Claim, is without known reserves and there is the possibility that it does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production. There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid. THE OFFERING Securities Being Offered 3,000,000 shares of common stock. Price per Unit $0.01 Offering Period The shares are offered for a period not to exceed 180 days, unless extended by our board of directors for an additional 90 days. Net Proceeds $30,000 3 Securities Issued And Outstanding 10,000,000 shares of common stock were issued and outstanding as of the date of this prospectus. Registration costs We estimate our total offering registration costs to be $8,000. RISK FACTORS An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe to be all the material risks involved if you decide to purchase shares in this offering. RISKS ASSOCIATED WITH OUR COMPANY: WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We have not yet commenced exploration on the RET Mineral Claim. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on April 18, 2006 and to date have been involved primarily in organizational activities and the acquisition of the mineral claim. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the RET Mineral Claim and the production of minerals from the claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE. Our director has no professional training or technical credentials in the field of geology and specifically in the areas of exploring, developing and operating a mine. As a result, he may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. His decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result. 4 OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR MATTMAR MINERALS WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN. As described in Note 1 of our accompanying financial statements, our limited exploration stage and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues. WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN. Our current operating funds are less than necessary to complete the intended exploration program on the RET Mineral Claim, and therefore we will need the funds from this offering to complete our business plan. As of May 31, 2006, we had cash in the amount of $10,000. We currently do not have any operations and we have no income. THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper or other minerals. We have a geological report detailing previous exploration in the area and the claim has been staked. However; there is the possibility that the previous work was not carried out properly and the RET Mineral Claim does not contain any reserves, resulting in any funds spent by us on exploration being lost. BECAUSE WE HAVE NOT SURVEYED THE RET MINERAL CLAIM, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES. While we have conducted a mineral claim title search, this should not be construed as a guarantee of claim boundaries. Until the claim is surveyed, the precise location of the boundaries of the claim may be in doubt. If we discover mineralization that is close to the estimated claim boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract these minerals. IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION. If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claim into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future 5 funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and you may lose your investment in this offering. IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS. It is possible that snow or rain could cause the mining roads providing access to our claim to become impassable. Annual precipitation is approximately 12 inches of rain per year and about 14 to 16 inches of snow which falls mainly in December and January. Winter access can be temporarily disrupted by snow but snow removal equipment is locally available as there are several native villages and logging camps in the vicinity that require regular road service. If the roads are impassable we would be delayed in our exploration timetable. GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED. There are several governmental regulations that materially restrict mineral claim exploration and development. Under Canadian mining law, engaging in certain types of exploration requires work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws will not affect our initial exploration phases, if we identify exploitable minerals and proceed to drilling operations, we will incur regulatory compliance costs based upon the size and scope of our operations. In addition, new regulations could increase our costs of doing business and prevent us from exploring for and the exploitation of ore deposits. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed. BECAUSE OUR CURRENT OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Sean Mitchell, the president and a director of the company, currently devotes approximately 10 hours per week providing management services to us. While our executive officer presently possesses adequate time to attend to our interests, it is possible that the demands on him from his other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. RISKS ASSOCIATED WITH THIS OFFERING: THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." 6 The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all. WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates, however; there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive all of the proceeds from this offering, we may have to seek alternative financing to implement our business plans. DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING. We are not registered on any public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Mattmar Minerals, or anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find 7 that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. Our existing stockholder acquired his shares at a cost of $.001 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Upon completion of this offering the net tangible book value of the shares held by our existing stockholder (10,000,000 shares) will be increased by $.002 per share without any additional investment on his part. The purchasers of units in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.01 per Share) of $.017 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.003 per share, reflecting an immediate reduction in the $.01 price per share they paid for their shares. WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF ALL THE SHARES ARE NOT SOLD. All funds received from the sale of shares in this offering will be deposited into a standard bank checking account until all shares are sold and the offering is closed, at which time, the proceeds will be transferred to our business operating account. In the event all shares are not sold we have committed to promptly return all funds to the original purchasers. However since the funds will not be placed into an escrow, trust or other similar account, there can be no guarantee that any third party creditor who may obtain a judgment or lien against us would not satisfy the judgment or lien by executing on the bank account where the offering proceeds are being held, resulting in a loss of any investment you make in our securities. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. Our business plan allows for the payment of the estimated $8,000 cost of this registration statement to be paid from existing cash on hand. We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. 8 MR. MITCHELL, THE SOLE DIRECTOR AND OFFICER OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 77% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the controlling amount of Mr. Mitchell's share ownership in our company, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. If he does sell any of his common stock, he will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts the ability of our director or officer to sell his shares by limiting the sales of securities during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC. MR. MITCHELL WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS. Due to the controlling amount of his share ownership in our company Mr. Mitchell, our sole director and officer, will have a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control. His interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. FORWARD LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus. USE OF PROCEEDS Assuming sale of all of the shares offered herein, of which there is no assurance, the net proceeds from this Offering will be $30,000. The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the Offering: Total Proceeds to the Company $30,000 Phase I Exploration Program 15,000 Administration and Office Expense 4,000 Legal and Accounting 8,000 Working Capital 3,000 ------- Total Use of Net Proceeds $30,000 ======= 9 We will establish a separate bank account and all proceeds will be deposited into that account until the total amount of the offering is received and all shares are sold, at which time the funds will be released to us for use in our operations. In the event we do not sell all of the shares before the expiration date of the offering, all funds will be returned promptly to the subscribers, without interest or deduction. If necessary, Mr. Mitchell, our director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan. DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of the securities. DILUTION Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder. As of May 31, 2006, the net tangible book value of our shares was $4,461 or $Nil per share, based upon 10,000,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $30,000, the net tangible book value of the 13,000,000 shares to be outstanding will be $34,461, or approximately $.003 per share. Accordingly, the net tangible book value of the shares held by our existing stockholder (3,000,000 shares) will be increased by $.002 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.01 per share) of $.017 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.003 per share, reflecting an immediate reduction in the $.01 price per share they paid for their shares. 10 After completion of the offering, the existing shareholder will own 77% of the total number of shares then outstanding, for which he will have made an investment of $10,000, or $.001 per share. Upon completion of the offering, the purchasers of the shares offered hereby will own 23% of the total number of shares then outstanding, for which they will have made a cash investment of $30,000, or $.01 per Share. The following table illustrates the per share dilution to the new investors: Public Offering Price per Share $ .01 Net Tangible Book Value Prior to this Offering $ Nil Net Tangible Book Value After Offering $ .003 Immediate Dilution per Share to New Investors $ .017 The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per share paid by our existing stockholder and by new investors in this offering: Total Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- --------- ---- Existing Stockholder $ .001 10,000,000 77% $10,000 Investors in This Offering $ .01 3,000,000 23% $30,000 11 PLAN OF DISTRIBUTION OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR This is a self-underwritten offering. This Prospectus is part of a prospectus that permits our officer and director to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. Sean Mitchell, our officer and director, will sell the shares and intends to offer them to friends, family members, acquaintances, and business associates. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Our officer and director will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. a. Our officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, b. Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and c. Our officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and d. Our officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Our officer, director, control persons and affiliates of same do not intend to purchase any shares in this offering. TERMS OF THE OFFERING The shares will be sold at the fixed price of $.01 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 180 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days. 12 DEPOSIT OF OFFERING PROCEEDS This is a "best efforts", "all or none" offering and, as such, we will not be able to spend any of the proceeds unless all the shares are sold and all proceeds are received. We intend to hold all funds collected from subscriptions in a separate bank account until the total amount of $30,000 has been received. At that time, the funds will be transferred to our business account for use in the implementation of our business plan. In the event the offering is not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction. We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of any shares. PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or bank draft to us. Subscriptions, once received by the company, are irrevocable. All checks for subscriptions should be made payable to Mattmar Minerals, Inc. LEGAL PROCEEDINGS Mattmar Minerals is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The sole director and officer of Mattmar Minerals, Inc., whose one year terms will expire on 05/01/07, or at such a time as his successor(s) shall be elected and qualified is as follows: Name & Address Age Position Date First Elected Term Expires - -------------- --- -------- ------------------ ------------ Sean Mitchell 39 President, 4/18/06 05/01/07 2986 W. 30th Avenue Secretary, Vancouver, BC Treasurer, Canada V6L 1Z4 CFO, CEO & Director The foregoing person is a promoter of Mattmar Minerals, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. 13 Mr. Mitchell currently devotes 10 hours per week to company matters. After receiving funding per our business plan Mr. Mitchell intends to devote as much time as the board of directors deems necessary to manage the affairs of the company. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. RESUME SEAN MITCHELL - Sean has been our President, Secretary, Treasurer and sole Director since inception. Since graduating from the University of British Columbia in 1989 with a Bachelor of Commerce Degree (Finance Major), Sean has developed extensive experience in a diverse range of business developments, including commercial real estate salesman for Royal Lepage Commercial Inc. from January 1995 to December 1996. Royal Lepage Commercial Inc. was a real estate brokerage firm with offices across Canada and a focus on commercial real estate sales and leasing. From March 1997 to December 1999 he was an Associate with The Pacific Rim Group dealing with merchant banking and enterprise development services within the private and public markets. The Pacific Rim Group had offices in Vancouver, Canada and Hong Kong and was a financial services organization focused on assisting private and public entities. From November 2001 to July 2003, he worked for Leone International Marketing Inc., with a focus on their A-Wear clothing collection. Responsibilities included working with clothing factories, merchandising personnel, assisting with logistics (shipping, receiving and accounts payable), assisting merchandise buyers and assisting marketing executives. From May 2002 Sean has been an officer of FII International Inc., a publicly-traded Nevada corporation, that provides online fashion services. 14 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Mattmar Minerals voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this prospectus: No. of No. of Name and Shares Shares Percentage of Ownership: Address Before After Before After Beneficial Owner(1) Offering Offering Offering Offering - ------------------- -------- -------- -------- -------- Sean Mitchell 10,000,000 10,000,000 100% 77% All Officers and Directors as a Group 10,000,000 10,000,000 100% 77% (1) The person named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company. DESCRIPTION OF SECURITIES COMMON STOCK The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, par value $.001. The holders of common stock currently (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this Offering, when issued, will be fully paid for and non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company's securities. NON-CUMULATIVE VOTING The holders of shares of common stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of the Company's directors. After this Offering is completed, the present stockholder will own approximately 77% of the outstanding shares. (See "Principal Stockholders".) 15 CASH DIVIDENDS As of the date of this prospectus, the Company has not declared or paid any cash dividends to stockholders. The declaration or payment of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings, if any, capital requirements and financial position of the Company, general economic conditions, and other pertinent factors. It is the present intention of the Company not to declare or pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in the Company's business operations. INTEREST OF NAMED EXPERTS AND COUNSEL None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company. Our financial statements for the period from inception to the year ended May 31, 2006, included in this prospectus, have been audited by De Joya Griffith & Company. We include the financial statements in reliance on their reports, given upon their authority as experts in accounting and auditing. The Law Office of Batcher, Zarcone & Baker, has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering. T.L. Sadlier-Brown, P.Geo., has provided us with the geology report contained herein. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it, is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 16 ORGANIZATION WITHIN THE LAST FIVE YEARS Mattmar Minerals, Inc. was incorporated in Nevada on April 18, 2006 to engage in the business of acquisition, exploration and development of natural resource properties. At that time Sean Mitchell was named sole Officer and Director of the company. At that time the Board of Directors voted to seek capital and begin development of our business plan. We received our initial funding of $10,000 through the sale of common stock to Mr. Mitchell who purchased 10,000,000 shares of our Common Stock at $0.001 per share on April 19, 2006. DESCRIPTION OF BUSINESS We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an audit opinion for Mattmar Minerals which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The source of information contained in this discussion is our geology report that has been included as Exhibit 99.2 to this prospectus. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper and other minerals. The RET Mineral Claim, consisting of 637 acres, is the only claim currently in the company's portfolio. There is the possibility that the RET Mineral Claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve. GLOSSARY OF MINING TERMS "Adit" An opening driven horizontally into the side of a mountain or hill for providing access to a mineral deposit. "Agglomerate" A breccia composed of largely or entirely of fragments of volcanic rock. "Anomalous" A departure from the norm which may indicate the presence of mineralization "Argillite" A metamorphic rock, intermediate between shale and slate, that does not possess true slate cleavage "Basalt" An extrusive volcanic rock "BCDM" British Columbia Department of Mines "Breccia" A rock in which angular fragments are surrounded by a mass of fine-grained minerals "Chalcopyrite" A sulphide mineral of copper and iron; the most important ore mineral in copper "Chert" A variety of silica that contains microcrystalline quartz "Chlorite" A dark green, soft, flaky mineral similar to mica; it is common as an alteration or metamorphic mineral "Clastic Rock" A sedimentary rock composed principally of fragments derived from pre-existing rocks and transported mechanically to their place of deposition "Copper" or "Cu" A reddish or salmon-pink isometric mineral, the native metallic element of copper. It is ductile and malleable, a good conductor of heat and electricity, usually dull and tarnished 17 "Diamond drill" A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections "Diorite" An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene "Epidote" A common crystallized calcium, aluminum, iron mineral "Fault" A fracture dividing a rock into two sections that have visibly moved relative to each other "Feldspars" silicate minerals which occur in igneous rocks - plagioclase contains calcium and sodium "Flows" Volcanic rock formed from lava that flowed out onto the earth's surface "Galena" A lead sulphide - the most common ore mineral of lead "Geological mapping" The process of observing and measuring geological features in a given area and plotting these features, to scale, onto a map "Geophysical survey" A method of exploration that measures the physical properties of rock formations including magnetism, specific gravity, electrical conductivity and resistance "Gold" or "Au" A heavy, soft, yellow, ductile, malleable, metallic element. Gold is a critical element in computer and communications technologies "Granodiorite" Igenous rock, less felsic than granite, typically light in color; rough plutonic equivalent of dacite "Isolated Rafts" Literally small bodies of a rock unit that "sit" on top of a different rock "Jurassic" Epoch in Earth history from about 135 million to 190 million years ago Also refers to the rocks and sediment deposited in that epoch "Lead" or "Pb" Heavy, easily fusible soft malleable base metal of dull pale bluish-grey colour "Limestones" A sedimentary rock composed primarily of calcium carbonate "Mafic" Class of rock which crystallizes from silicate minerals at relatively high temperatures. It is also sometimes called basalt "Marble" A metamorphic rock derived from the re-crystallization of limestone by the application of heat and pressure "Massive sulphide mineralization" Mineralization that contains a variety of different sulphide minerals - usually includes - sphalerite, chalcopyrite, pyrite and pyrrhotite. "Metamorphic" A rock that has undergone chemical or structural changes (heat, pressure, or a chemical reaction) that causes changes to its original state - High-grade metamorphic is a large amount of change "Mineral claim" A portion of land held either by a prospector or a mining company, in British Columbia each claim is 500m x 500m (1,640 ft2) "MINFILE" A government data base detailing mineral occurrences in BC "Monzonite" A felsic igneous rock usually light colored with > 20% quartz content "Ore" A mixture of mineralized rock from which at least one of the metals can be extracted at a profit "Permian" Epoch in earths history about 290-248 million years ago "Pillow" Basalts erupting under water form pillows, mounds of elongated lava formed by the repeated oozing and hardening of the hot basalt "Precious metal" Any of several metals, including gold and platinum, that have high economic value - metals that are often used to make coins or jewelry "Pyrite" A yellow iron sulphide mineral - sometimes referred to as "fools gold" 18 "Pyrrhotite" A bronze colored, magnetic iron sulphide mineral "Quartz" Common rock forming mineral consisting of silicon and oxygen "Schists" A coarse-grained, strongly foliated metamorphic rock that develops from phyllite and splits easily into flat, parallel slabs "Sedimentary rocks" Secondary rocks formed from material derived from other rocks and laid down underwater. "Sericite" A term for a fine-grained white mica, mainly Muscovite or Paragonite "Shale" A sedimentary rock composed of fine sediment particles - tend to be red, brown, black, or gray, and usually originate in relatively still waters "Silver" or "Ag" A white metallic element that is ductile, very malleable and capable of a high polish. This precious metal has major industrial applications in photography, x-rays, electronics and electrical contacts, batteries, brazing alloys, catalysts, mirrors, jewelry and sterlingware "Soil sampling" The collecting of samples of soil, usually 2 pounds per sample, from soil thought to be covering mineralized rock. The samples are submitted to a laboratory that will analyze them for mineral content "Sphalerite" A zinc sulphide mineral; the most common ore mineral of zinc "Stockwork" A complex system of structurally controlled or randomly oriented veins, also referred to as stringer zones "Trenching" The digging of long, narrow excavation through soil, or rock, to expose mineralization "Tuff" Rock composed of fine volcanic ash "Vein" A crack in the rock that has been filled by minerals that have traveled upwards from a deeper source "Volcanic rocks" Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano "Zinc" or "Zn" A white metallic element GENERAL INFORMATION The one property in the Company's portfolio, on which the net proceeds of the offering will be spent, is the RET Mineral Claim, consisting of 258 hectares (637 acres), included within 15 Mineral Title Grid Units. The Claim has been recorded online as per B.C. Regulations and is recorded in the name of Sean Miller Mitchell of Vancouver, B.C. The Claim lies on an East-facing lower slope west of the Lillooet River, about 4.5 km (2.8 mi) northwest of the village of Skookumchuck, 32 km (22 mi) northwest of Harrison Lake and 73 km (45 mi) by road southeast of Pemberton. Access from the Vancouver area is north via Highway 99 to Pemberton then southeast along the Lillooet River road (west side) to Chief Paul Creek. A poorly maintained logging road leads West from here up the slope to the vicinity of south part of the property. The terrain in the general area is rugged, locally precipitous, and ranges in elevation from about 300 to 800 meters (990 to 2,640 feet) above sea level. Bedrock exposures are common: soil cover generally consists of poorly developed regolith (a layer of loose, dissimilar material covering solid rock) occurring mainly on lower more gentle slopes and in the valleys. The area is generally mantled in both old growth and second growth evergreen forest. 19 At the current time the property is without known reserves and the proposed program is exploratory in nature. We have not carried out any exploration work on the claim and have incurred no exploration costs. The future cost of exploration work on the property is disclosed in detail in the Plan of Operation section of this prospectus. There is not a plant or any equipment currently located on the property. Water required for exploration and development of the claim is available from streams and creeks that flow year round. A two-phase exploration program to evaluate the area is considered appropriate and is recommended by the geologist. In the past, soil geochemical surveys have proved both successful and cost-effective in identifying mineral occurrences in the area - including both the silver breccia zone and the auriferous shear zone south of the RET Claim. Accordingly, Phase 1 would consist of a comprehensive soil survey of the claim area. This work would be accompanied by conventional prospecting. The property would be adequately covered by about 8 line km (5 mi) of survey work with lines run on a bearing of 030(Degree) at 200 metre (220 yd) intervals and controlled using both chain and compass and GPS equipment. Samples would be taken at 25 metre (27 yd) intervals and all sample stations would be flagged and numbered. Provision will be made for a second phase of exploration contingent upon Phase 1 results. Although a decision on the precise nature of this work or allocation of the various tasks is not yet possible, it may be expected to include geophysical surveys (EM and magnetic) and detailed geological mapping, trenching and rock sampling. If a target for more detailed work is identified, a diamond drilling program would constitute a third phase. An estimate of the cost of the proposed program is $15,000 for the initial phase of exploration work and $75,000 for a contingent second phase. We plan to commence Phase 1 of the exploration program in the fall 2006. The discussions contained herein are management's estimates. Because we have not commenced our exploration program we cannot provide a more detailed discussion of our plans if we find a viable store of minerals on our property, as there is no guarantee that exploitable mineralization will be found, the quantity or type of minerals if they are found and the extraction process that will be required. We are also unable to assure you we will be able to raise the additional funding to proceed with any subsequent work on the claims if mineralization is found in Phase 1. ACQUISITION OF THE RET MINERAL CLAIM The RET Claim is assigned Tenure Number 532620 and is recorded in the name of Sean Miller Mitchell of Vancouver, B.C. The date of record is April 19th 2006 and the claim is in good standing to April 20th 2007. 20 REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE Title to the property has already been granted to our president and director, Sean Mitchell, who holds the claim in trust for the Company. To obtain a Free Miner's Certificate, which is required to hold a mining claim in British Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a corporation must be registered under the British Columbia Business Corporations Act. Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the corporation is not registered in British Columbia the claim is held in trust for the Company by Mr. Mitchell, a Canadian citizen. The mineral title claim has been registered with the Government of British Columbia and a title search has been done to ensure there are no competing claims to the property. In order to retain title to the property exploration work costs must be recorded and filed with the British Columbia Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the value of the work recorded, to record the work. LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE The Claim lies on an east-facing lower slope west of the Lillooet River, about 4.5 km (2.8 mi) northwest of the village of Skookumchuck, 32 km (22 mi) northwest of Harrison Lake and 73 km (45 mi) by road southeast of Pemberton. Access from the Vancouver area is north via Highway 99 to Pemberton then southeast along the Lillooet River road (west side) to Chief Paul Creek. A poorly maintained logging road leads west from here up the slope to the vicinity of south part of the property. The terrain in the general area is rugged, locally precipitous, and ranges in elevation from about 300 to 800 meters (990 to 2,640 feet) above sea level. Bedrock exposures are common: soil cover generally consists of poorly developed regolith (a layer of loose, dissimilar material covering solid rock) occurring mainly on lower more gentle slopes and in the valleys. The area is generally mantled in both old growth and second growth evergreen forest. The climate in the area of interest is temperate: the maximum daily summer temperatures occur in July and reach about 78 degrees and minimum daily winter temperatures are about 23 degrees in January. Annual precipitation is about 12 inches of rain per year and about 12 to 14 inches of snow which falls mainly in December and January. Winter access can be temporarily disrupted by snow but snow removal equipment is locally available as there are several native villages and logging camps in the vicinity that require regular road service. The area is traversed by several streams. Pemberton, located 45 miles from the Claim, is a fully-serviced community of some 3,000 people and through which the BC Rail mainline runs. Amenities in Pemberton and the surrounding area include police, hospitals, groceries, fuel, hardware and other necessary items. Drilling companies are present in the area and assay facilities are located in Vancouver. 21 FIGURE 1: LOCATION MAP SHOWING PEMBERTON-LILLOOET LAKE AREA, SOUTHWEST B.C. RET CLAIM (TENURE NUMBER 532620) IS IN LOWER RIGHT CENTRE. SCALE ~ 1:200,000. PHYSIOGRAPHY The terrain in the general area is rugged, locally precipitous, and ranges in elevation from about 300 to 800 meters (990 to 2,640 feet) above sea level. Bedrock exposures are common: soil cover generally consists of poorly developed regolith (a layer of loose, dissimilar material covering solid rock) occurring mainly on lower more gentle slopes and in the valleys. The area is generally mantled in both old growth and second growth evergreen forest. 22 CLAIM MAP SHOWING THE RET CLAIM (532620) AND ADJOINING PROPERTIES. APPROXIMATE SCALE IS 1:50,000 HISTORY The area was first prospected during the late 1800s at which time gold discoveries were made at Fire Mountain about 12 km southeast of the Ret Claim and at the Mayflower Mine, now covered by the claim adjoining just south of the Ret property. A limited amount of mining and milling was carried out in both areas during the early 1900s. Workings at the Mayflower Mine include several hundred feet of tunneling in an auriferous quartz vein associated with mineralized rhyolite breccia. Reported grades are on the order of $5/ton (Cairnes 1927). A 2-stamp mill was constructed and operated for a time by Mayflower Mining and Milling Co. A small but unknown tonnage of gold-bearing quartz was mined and processed but the venture was terminated after a few years. In 1929 the prospect was re-staked as the Dandy Claim but little if any work was done at that time. The claim subsequently lapsed and the property appears to have lain idle until the 1970s when it was 23 again re-staked as the Moneymaker Claim by Mr. G. Nagy, a local prospector. Optionees carried out some exploration work but, upon expiration of the option, the claims were again allowed to revert to the crown. In 1981 the Easy and Jo claims were staked by Hillside Energy Corp. and Lacana Gold Corp. respectively. Geochemical surveys and conventional prospecting during the 1980s identified an extensive silver geochemical anomaly on the Easy Claim about 2km southeast of the RET Claim. In 1988, a soil geochemical survey also identified an intense gold anomaly, also on the Easy Claim, now covered by Claim 520281 which adjoins south of the RET Claim as shown in Figure 2. Both the silver and gold targets were subjected to a very limited amount of follow-up drilling but with inconclusive results. Subsequent corporate restructuring and resulting ownership changes engendered financing issues and no additional work has been carried out in the area to date. Previous work completed in the area is helpful as it provides some indication as to the type, grades and location of minerals present in the area, though there is no guarantee the previous work will result in any exploitable mineral deposits on our claim. REGIONAL GEOLOGY The RET property lies within the southeast margin of the Coast Belt of British Columbia, a geological terrain characterized Mesozoic volcanic and sedimentary rocks with a complex history of deformation, metamorphism and igneous activity. The layered rocks in the area of interest comprise the Gambier Assemblage, a Cretaceous sequence that includes the predominantly sedimentary Peninsula Formation (KP) and the overlying and predominantly volcanic Brokenback Hill Formation (KBH). These rocks correlate with a similar succession lying west of Harrison Lake and which has been described as the Harrison Lake Formation and Fire Lake Sequence (Journeay 1990). The sedimentary and volcanic rocks have been subjected to intense folding and faulting along a northwest axis and are intruded both to the east and west by Mesozoic and Tertiary diorite and granodiorite plutons. As a result, they essentially comprise a roof pendant within the Coast Plutonic Complex. The oldest tectonic activity consists of the northwest-striking folding and transcurrent faulting and southwest directed thrust faulting. The region is also dissected by a much younger system of northeast-striking dextral and oblique faults downdropped to the northwest. These faults are considered to be Tertiary in age but may be younger. They tend to offset the more northerly Gambier strata and structures within them to the northeast and also appear to provide the permeability for a number of hot springs in the region. More detailed descriptions of the regional geology have been published by Lynch (1990) and Journeay (1990). PROPERTY GEOLOGY AND MINERALIZATION The claim area is underlain by the rocks of the lower Cretaceous Brokenback Hill Formation (KBH), a subaqueous volcanic succession of intermediate composition including dacitic and andesitic flows and tuffs with minor amounts of rhyolite and basalt. The volcanic rocks are variably altered to chlorite and steatite schists, locally intruded by porphyritic diorite dykes and cut by numerous 24 quartz, quartz calcite and sulphide viens. In the area south of the RET Claim, where the bulk of the past exploration has been concentrated, these rocks have been found to host two styles of gold, silver and base metal mineralization: 1) a breccia zone containing silver and base metals as breccia fillings in a coarse heterogenic volcanic and metamorphic breccia and 2) a mineralized shear zone containing base metal sulphides and native gold. No mineral deposits are currently known to occur on the RET Claim but its proximity to these partially explored precious and base metal prospects makes it an attractive exploration target The silver-bearing breccias observed south of the RET property appear to occur in the lower part of the Brokenback Hill sequence above its contact with the underlying Peninsula Formation. The origin of the breccia is not clear but it could be either a product of post-depositional tectonism or volcanic activity. Epigenetic pyrite, pyrrhotite, sphalerite and argentiferous galena occur as fillings between the mainly coarse breccia fragments. About 200 metres north of the breccia zones and about 2.5 km south of the RET Claim boundary is a shear zone cutting a sequence of dacitic and andesitic flows and tuffs and minor intercalated argillite. The zone strikes at 140(Degree), dips easterly at between 70 and 75(Degree) and is mineralized with disseminated and massive pyrite, minor galena, sphalerite and chalcopyrite and is locally weakly silicified. Gold values from within the zone vary from negligible to 5.39 gm/mt (0.157 oz/t). Weathering is intense and surface exposures are characterized by abundant limonite and black, earthy manganese oxides. A sample of this material assayed 13.63 gm/mt (0.39 oz/t). Fine angular free gold can also be panned from exposed parts of the shear zone (Sadlier-Brown,1990). The geology of the RET Claim area is essentially a northwesterly extension of the lithologies and structures found on the adjoining property. The strike of the mineralized shear is such that, if it persists toward the northwest, it would traverse the RET Claim. 25 GEOLOGICAL SKETCH MAP OF THE RET CLAIM AREA (YELLOW) SHOWING KNOWN GOLD PROSPECTS (RED). 26 COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claim. Readily available commodities markets exist in Canada and around the world for the sale of gold, copper and other minerals. Therefore, we will likely be able to sell any gold, copper or other minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we may need to conduct phase 2 of the exploration. We have not yet attempted to locate or negotiate with any suppliers of products, equipment or services and will not do so until funds are received from this offering. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in British Columbia specifically. The initial steps of exploration can be carried out without permitting or notification to any government body as it is deemed "low-disturbance/low-impact" by the British Columbia Department of Energy Mines and Petroleum Resources (BCDM). With respect to any mechanized trenching or diamond drilling, a plan of operation will need to be filed with the BCDM. This plan will detail the extent, location and amount of surface disturbance for the trenching and/or drilling. As the amount of trenching and drilling (initially) will be limited, the permit should be issued within 30 days. We will be required to obtain a refundable bond in the amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance). The bond is to ensure that we reclaim or repair the disturbance caused by the trenching and drilling. Usually this reclaiming work entails filling in and smoothing the surface at trenching sites, clean up and removal of any work material, and seeding native grass/plants at the site of any disturbance. In the event that trees larger than 6 inches in diameter need to be cut down, a permit will need to be obtained from the BC Ministry of Forests. This usually takes less than 30 days to obtain. We will try to adjust the areas we work at and trench around larger trees (initially) to avoid any disturbance to larger trees. If the disturbance to larger trees is unavoidable then a permit to cut will be obtained. 27 There are nominal costs involved in obtaining the BCDM or Forestry permits (less than $100.00). The bond required by the BCDM is returned (with interest) upon proper clean up of the site. There will be costs for the crew and equipment required to fill in the trenches etc., but as heavy equipment is available locally, and the amount of disturbance is expected to be minimal, the costs will be most likely be less than $2,500. In order to retain title to the property exploration work costs must be recorded and filed with the British Columbia Department of Energy Mines and Petroleum Resources ("BCDM"). PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our products or services. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. We paid $2,500 for the geology report. NUMBER OF EMPLOYEES Our only employee is our sole officer, Sean Mitchell. Mr. Mitchell currently devotes 10 hours per week to company matters and after receiving funding he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-B for a small business issuer under the Securities Exchange Act of 1934. We will become subject to disclosure filing requirements once our SB-2 registration statement becomes effective, including filing Form 10K-SB annually and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 28 PLAN OF OPERATION Our current cash balance is $10,000. Until approximately December of 2006, we believe our cash balance is sufficient to fund our limited levels of operations. If we experience a shortage of funds prior to funding we may utilize funds from Mr. Mitchell, our director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to achieve our business plan goals, we will need the funding from this offering. We are an exploration stage company and have generated no revenue to date. We have sold $10,000 in equity securities to pay for our minimum level of operations. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point. Our exploration target is to find exploitable minerals on our property. Our success depends on achieving that target. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, copper and other minerals. There is the possibility that the RET Mineral Claim does not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claim to production. We are unable to assure you we will be able to raise the additional funds necessary to implement any future exploration or extraction program even if mineralization is found. Our plan of operation for the twelve months following the date of this prospectus is to complete the first phase of the exploration program on the RET Mineral Claim consisting of a comprehensive soil survey of the claim area and accompanied by conventional prospecting. In addition to the $15,000 we anticipate spending for Phase I of the exploration program as outlined below, we anticipate spending an additional $25,000 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be $40,000, which is the amount to be raised in this offering and our cash on hand. We will require the funds from this offering to proceed. A two-phase exploration program to evaluate the area is considered appropriate and is recommended. In the past, soil geochemical surveys have proved both successful and cost-effective in identifying mineral occurrences in the area - including both the silver breccia zone and the auriferous shear zone south of the Ret Claim. Accordingly, Phase 1 should consist of a comprehensive soil survey of the claim area. This work should be accompanied by conventional prospecting. The property would be adequately covered by about 8 line km of survey work with lines run on a bearing of 030(Degree) at 200 metre intervals 29 and controlled using both chain and compass and GPS equipment. Samples should be taken at 25 metre intervals and all sample stations should be flagged and numbered. Provision should be made for a second phase of exploration contingent upon Phase 1 results. Although a decision on the precise nature of this work or allocation of the various tasks is not yet possible, it may be expected to include geophysical surveys (EM and magnetic) and detailed geological mapping, trenching and rock sampling. If a target for more detailed work is identified, a diamond drilling program would constitute a third phase. An estimate of the cost of the proposed program is $15,000 for the initial phase of exploration work and $75,000 for a contingent second phase. COST PROPOSAL PHASE I Soil sampling survey and prospecting: ~ 8.5 line km 4,200 Geochemical analyses: 34 element ICP + Au FA & AA; ~330 samples @ $21 7,000 Data evaluation, interpretation and report preparation 2,400 Contingency allowance 1,400 ------ Sub-total 15,000 PHASE II Provision for geophysical surveys 20,000 Provision for geological mapping, trenching & rock sampling and assays 40,000 Data evaluation, interpretation and report preparation 15,000 ------ Sub-total 75,000 GRAND TOTAL 90,000 ====== If we are successful in raising the funds from this offering we plan to commence Phase 1 of the exploration program on the claim in the fall of 2006. We expect this phase to take 7 to 14 days to complete. The above program costs are management's estimates based upon the recommendations of the professional geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration. Following phase one of the exploration program, if it proves successful in identifying mineral deposits and we are able to raise the necessary funds, of which there is no guarantee, we intend to proceed with phase two of our exploration program. The estimated cost of this program is $75,000 and will take approximately 30 days to complete. Subject to financing and the success of Phase 1, we anticipate commencing the second phase of our exploration program in summer 2007. We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for our planned exploration program. We will require additional funding to proceed with any subsequent work on the claim, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the first phase of the exploration program. 30 OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us on which to base an evaluation of our performance. We are an exploration stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our property, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must conduct the exploration of our properties before we start into production of any minerals we may find. We are seeking funding from this offering to provide the capital required for the first phase of our exploration program. We believe that the funds from this offering will allow us to operate for one year. We have no assurance that future financing will materialize. If that financing is not available to us for the second phase of our exploration program we may be unable to continue. LIQUIDITY AND CAPITAL RESOURCES To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. If the first phase of our exploration program is successful in identifying mineral deposits we will attempt to raise the necessary funds to proceed with Phase 2. The sources of funding we may consider include a second public offering, a private placement of our securities or loans from our director or others. Mr. Mitchell, our director, has agreed to advance funds as needed until the offering is completed or failed and has agreed to pay the cost of reclamation of the property should exploitable minerals not be found and we abandon the second phase of our exploration program. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law. The one property in the Company's portfolio, on which the net proceeds of the offering will be spent, is the RET Mineral Claim, recorded online as per British Columbia Regulations. The mineral claim has a total surface area of approximately 258 hectares (637 acres), included within 15 Mineral Title Grid Units. At the current time the property is without known reserves and the proposed program is exploratory in nature. We have not carried out any exploration work on the claim and have incurred no exploration costs. 31 We received our initial funding of $10,000 through the sale of common stock to Mr. Mitchell, our officer and director, who purchased 10,000,000 shares of our common stock at $0.001 per share on April 19, 2006. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (April 18, 2006) through the year ended May 31, 2006 report no revenues and a net loss of $5,539. CRITICAL ACCOUNTING POLICIES USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management feels the Company will have a net operating loss carryover to be used for future years. The Company has not established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. NET LOSS PER COMMON SHARE - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from April 18, 2006 (Date of Inception) through May 31, 2006, the Company had no potentially dilutive securities. STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. NEW ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma 32 disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company does not expect the adoption of this standard will have a material impact on its financial statements. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 "effective for non-monetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No.153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements. In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines "restatement" as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that the adoption of SFAS 154 will have a significant impact on the financial statements. DESCRIPTION OF PROPERTY We currently utilize shared office space at #208-828 Harbourside Drive, North Vancouver, BC Canada V7P 3R9. The rental fees for the office space are $25 on a month to month basis. The corporate records are stored at the home office of our president at 2986 W. 30th Avenue, Vancouver BC V6L 1Z4. We intend to use these shares office facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mr. Mitchell will not be paid for any underwriting services that they perform on our behalf with respect to this offering. He will also not receive any interest on any funds that he advances to us for offering expenses prior to the offering being closed. Any funds loaned will be repaid from the proceeds of the offering. On April 19, 2006, a total of 10,000,000 shares of Common Stock were issued to Mr. Mitchell in exchange for $10,000 US, or $.001 per share. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by an officer and director of the Company. (See "Principal Stockholders".) MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays 33 real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Mattmar Minerals, nor, anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. As of the date of this filing, there is no public market for our securities. There has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this prospectus Mattmar had one shareholder of record. We have paid no cash dividends and have no outstanding options. PENNY STOCK RULES The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - - contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; - - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; 34 - - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; - - contains a toll-free telephone number for inquiries on disciplinary actions; - - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - - the bid and offer quotations for the penny stock; - - the compensation of the broker-dealer and its salesperson in the transaction; - - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - - monthly account statements showing the market value of each 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 a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. REGULATION M Our officer and director, who will offer and sell the shares, is aware that he is required to comply with the provisions of Regulation M, promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officer and director, sales agent, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. REPORTS We will become subject to certain filing requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant, 35 and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. EXECUTIVE COMPENSATION Our current officer receives no compensation. The current Board of Directors is comprised solely of Mr. Sean Mitchell. Summary Compensation Table
Other Name & Annual Restricted All Other Principal Compen- Stock Options LTIP Compen- Position Year Salary($) Bonus($) sation($) Award(s)($) SARs(#) Payouts($) sation($) - -------- ---- --------- -------- --------- ----------- ------- ---------- --------- S Mitchell 2006 -0- -0- -0- -0- -0- -0- -0- President
There are no current employment agreements between the company and its executive officer. On April 19, 2006, a total of 10,000,000 shares of common stock were issued to Mr. Mitchell in exchange for cash in the amount of $10,000 U.S., or $.001 per share. The terms of these stock issuances were as fair to the company, in the opinion of Mr. Mitchell in his position as the sole director, as could have been made with an unaffiliated third party. In making this determination they relied upon the fact that the 10,000,000 shares were valued at par ($0.001) and purchased for $10,000 in cash. Mr. Mitchell currently devotes an immaterial amount of time to manage the affairs of the company, approximately 10 hours per week. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. FINANCIAL STATEMENTS The financial statements of Mattmar Minerals for the year ended May 31, 2006, and related notes, included in this prospectus have been audited by De Joya Griffith & Company, Certified Public Accountants, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. 36 De Joya Griffith & Company, LLC Certified Public Accountants & Consultants 2580 Anthem Village Drive Henderson, Nevada 89052 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Mattmar Minerals, Inc. (A Development Stage Company) Vancouver, BC We have audited the accompanying balance sheet of Mattmar Minerals, Inc. (A Developmental Stage Company) as of May 31, 2006, and the related statements of operations, stockholders' equity, and cash flows for the year ended May 31, 2006 and for the period from April 18, 2006(Inception) through May 31, 2006. These financial statements are the responsibility of 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2006 and the results of its operations and its cash flows for the year ended May 31, 2006, and for the period from April 18, 2006 (Inception) through May 31, 2006, in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ De Joya Griffith & Company, LLC - --------------------------------------- De Joya Griffith & Company, LLC June 15, 2006 Henderson, Nevada F-1 Mattmar Minerals Inc (An Exploration Stage Enterprise) Balance Sheet Audited as of May 31, 2006 ------------ ASSETS CURRENT ASSETS Total Current Assets $ 10,000 -------- Total Assets $ 10,000 ======== LIABILITIES CURRENT LIABILITIES Accounts Payable and Accrued Liabilities 4,787 Note Payable to Director 752 -------- Total Current Liabilities 5,539 -------- STOCKHOLDERS' EQUITY COMMON STOCK 75,000,000 authorized shares, par value $.001 1,000,000 shares issued and outstanding 1,000 Additional Paid-in-Capital 9,000 Deficit accumulated during exploration stage (5,539) -------- Total Stockholders' Equity 4,461 -------- Total Liabilities and Stockholders' Equity $ 10,000 ======== See accompanying notes to financial statements. F-2 Mattmar Minerals Inc. (An Exploration Stage Enterprise) Statement of Operations Period from April 18, 2006 (Date of inception) through May 31, 2006 ------------ (Audited) REVENUES: Revenues $ -- =========== Total Revenues -- EXPENSES: Operating Expenses Exploration Expenses 2,612 General and Adminstrative 727 Professional Fees 2,200 Total Expenses 5,539 =========== Net loss from Operations $ (5,539) PROVISION FOR INCOME TAXES: Income Tax Benefit -- Net Income (Loss) for the period $ (5,539) =========== Basic and Diluted Earnings Per Common Share (0.01) ----------- Weighted Average number of Common Shares used in per share calculations 1,000,000 =========== See accompanying notes to financial statements. F-3 Mattmar Minerals Inc (An Exploration Stage Enterprise) Statement of Stockholders' Equity For the period from April 18, 2006 (inception) to May 31, 2006 (Audited)
$0.001 Paid-In Accumulated Stockholders' Shares Par Value Capital Deficit Equity ------ --------- ------- ------- ------ Balance, April 18, 2006 (Date of Inception) -- $ -- $ -- $ -- $ -- Stock Issued for cash at $0.001 per share 1,000,000 1,000 9,000 -- 10,000 on April 20, 2006 Net (Loss) -- -- -- (5,539) (5,539) --------- ------ ------ ------- -------- Balance, May 31, 2006 1,000,000 $1,000 $9,000 $(5,539) $ 4,461 ========= ====== ====== ======= ========
See accompanying notes to consolidated financial statements. F-4 Mattmar Minerals Inc. (An Exploration Stage Enterprise) Statement of Cash Flows Period from April 18, 2006 (Date of inception) to May 31, 2006 ------------ (Audited) CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) $ (5,539) Accounts Payable (5,539) -------- Net Cash Provided from Operating Activities -- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Other Assets -- -------- Net Cash Used in Investing Activities -- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Common Stock issued for cash 10,000 -------- Net Cash Provided from Financing Activities 10,000 -------- Net Increase in Cash 10,000 -------- Cash Balance, Begin Period -- -------- Cash Balance, End Period $ 10,000 ======== See accompanying notes to financial statements. F-5 MATTMAR MINERALS INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES DESCRIPTION OF BUSINESS AND HISTORY - MattMar Minerals Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "MattMar Minerals") was incorporated in the State of Nevada on April 18, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties of merit. The Company acquired mineral claims during the initial period ending May 31, 2006 for $2,625. The Company's operations have been limited to general administrative operations, initial property staking and investigation, and is considered an Exploration Stage Company in accordance with Statement of Financial Accounting Standards No. 7. The Company will review and further develop the accounting policies as the business plan is implemented. The Company is planning to file a form SB-2 Registration Statement in connection with a planned prospectus offering of up to 3,000,000 shares of the Company's common stock at a price of $0.01 per share for gross proceeds of $30,000. MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the Nevada Secretary of State on April 18, 2006, indicating Sandra L. Miller on behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial list of officers filed with the Nevada Secretary of State on April 19, 2006, indicate Sean Mitchell as the President, Secretary, and Treasurer. GOING CONCERN - The Company incurred net losses of approximately $5,539 from the period of April 18, 2006 (Date of Inception) through May 31, 2006 and has commenced limited operations, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. YEAR END - The Company's year end is May 31, with its initial period being from April 18, 2006 to May 31, 2006. F-6 MATTMAR MINERALS INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management feels the Company will have a net operating loss carryover to be used for future years. The Company has not established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. NET LOSS PER COMMON SHARE - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from April 18, 2006 (Date of Inception) through May 31, 2006, the Company had no potentially dilutive securities. STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. F-7 MATTMAR MINERALS INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) NEW ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company does not expect the adoption of this standard will have a material impact on its financial statements. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 "effective for non-monetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No.153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements. In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines "restatement" as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that the adoption of SFAS 154 will have a significant impact on the financial statements. F-8 MATTMAR MINERALS INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments ("SFAS No. 155"), which amends Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133") and Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities ("SFAS No. 140"). SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. We expect the adoption of SFAS 155 to have a material impact on its consolidated financial position, results of operations or cash flows. In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets ("SFAS No. 156"), which amends FASB Statement No. 140 ("SFAS No. 140"). SFAS 156 may be adopted as early as January 1, 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end entities). The intention of the new statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said FAS No. 156 permits a service using derivative financial instruments to report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute, or fair value. We do not expect the adoption of SFAS 155 to have a material impact on its consolidated financial position, results of operations or cash flows. 2. PROPERTY AND EQUIPMENT As of May 31, 2006, the Company does not own any property and/or equipment. 3. STOCKHOLDER'S EQUITY The Company has 75,000,000 shares authorized with a par value of $0.001 per share. A total of 10,000,000 shares of the Company's common stock were issued to the founding and sole director of the Company pursuant to a stock subscription agreement at $0.001 per share for total proceeds of $10,000. F-9 MATTMAR MINERALS INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS 4. RELATED PARTY TRANSACTIONS During the period, Sean Mitchell, the sole director and officer of the Company incurred $752 of expenses on behalf of the Company. As at May 31, 2006 $752 is owing to Mr. Mitchell and is included in the liabilities section of the balance sheet. Sean Mitchell, the sole officer and director of the Company will not be paid for any underwriting services that he performs on behalf of the Company with respect to the Company's upcoming SB-2 prospectus offering. Mr. Mitchell will not receive any interest on any funds that he advances to the Company for offering expenses prior to the offering being closed which will be repaid from the proceeds of the offering. As of May 31, 2006 there are no other related party transactions between the Company and any officers other than those mentioned above. 5. STOCK OPTIONS As of May 31, 2006, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 6. LITIGATION As of May 31, 2006, the Company is not aware of any current or pending litigation which may affect the Company's operations. 7. SUBSEQUENT EVENTS The Company expects to file an SB-2 registration statement on July 14, 2006 with the Securities and Exchange Commission in order to raise an aggregate amount of $30,000 from the sale of 3,000,000 common shares at $.01 per share. F-10 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 A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS." PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS Mattmar's By-Laws allow for the indemnification of the officers and directors in regard to their carrying out the duties of their offices. The board of directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he/she has met the applicable standard of conduct set forth in the Nevada General Corporation Law. Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers: "1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of any fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had a reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. II-1 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under sections 1 and 2, unless ordered by a court or advanced pursuant to section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: a. By the stockholders; b. By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; c. If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or d. If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 5. The certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than director or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: a. Does not include any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 2 or for the advancement of expenses made pursuant to section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. II-2 b. Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. c. The Articles of Incorporation provides that "the Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Nevada, as amended from time to time." As to indemnification for liabilities arising under the Securities Act of 1933 for directors, officers or persons controlling Mattmar Minerals, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated costs of the offering are denoted below. Please note all amounts are estimates other than the Commission's registration fee. Securities and Exchange Commission registration fee $ 3 Accounting fees and expenses $3,500 Legal fees $2,200 Preparation and EDGAR conversion fees $1,200 Transfer Agent fees $ 850 Printing $ 247 ------ Total $8,000 ====== RECENT SALES OF UNREGISTERED SECURITIES Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities. On April 19, 2006, a total of 10,000,000 shares of common stock were issued in exchange for $10,000 US, or $.001 per share. These securities were issued to the officer and director of the company. EXHIBITS Exhibit 3.1 Articles of Incorporation Exhibit 3.2 Bylaws Exhibit 5 Opinion re: Legality Exhibit 10 Mineral Title Exhibit 23.1 Consent of counsel (See Exhibit 5) Exhibit 23.2 Consent of independent auditor Exhibit 23.3 Consent of professional geologist (See Appendix A to Exhibit 99.2) Exhibit 99.1 Subscription Agreement Exhibit 99.2 Geology Report II-3 UNDERTAKINGS The undersigned registrant hereby undertakes: 1. To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering 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 volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement ; and (iii) Include any additional or changed material information on the plan of distribution. 2. That, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered herein, and that the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. 4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5. For determining any liability under the Securities Act, we shall treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. 6. For determining any liability under the Securities Act, we shall treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that the offering of the securities at that time as the initial bona fide offering of those securities. II-4 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Vancouver BC, on July 10, 2006. Mattmar Minerals, Inc. /s/ Sean Mitchell -------------------------------- By: Sean Mitchell (Principal Executive Officer) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated. /s/ Sean Mitchell July 10, 2006 - ------------------------------------- ------------- Sean Mitchell, President Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) II-5 EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4298 (775) 684-5708 Website: secretaryofstate.biz Entity # E0290802006-6 Document Number 20060244268-24 Date Filed: 4/18/2006 12:16:13 PM In the office of /s/ Dean Heller Dean Heller Secretary of State ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation: MATTMAR MINERALS, INC. 2. Resident Agent Name & Street Address: Resident Agents of Nevada, Inc. 711 S. Carson Street, Suite 4 Carson City, NEVADA 89701 3. Shares: Number of Shares with par value: 75,000,000 Par value: .001 4. Name & Address of Board Of Directors/Trustees: Sean Mitchell 711 S. Carson Street, Suite 4 Carson City, NV 89701 5. Purpose: The purpose of this Corporation shall be: Any legal purpose 6. Name, Address & Signature Of Incorporator: Sandra L. Miller /s/ Sandra L. Miller 711 S. Carson Street, Suite 4 Carson City, NV 89701 7. Certificate of Acceptance Of Appointment of Resident Agent: I hereby accept appointment as Resident Agent for the above named corporation. /s/ Sandra L. Miller 4/17/06 --------------------------- ------- Authorized Signature of R.A. Date EX-3.2 3 ex3-2.txt BYLAWS Exhibit 3.2 BYLAWS OF MATTMAR MINERALS INC. ARTICLE I OFFICES Section 1.01 Location of Offices. The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require. Section 1.02 Principal Office. The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/Secretary of State of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine. ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be held in November of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or by the Board of Directors, or in their absence or disability, by any vice president, and shall be called by the president or, in his or her absence or disability, by a vice president or by the secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same. Section 2.03 Place of Meetings. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation. Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least 10 days, but not more than 50 days, prior to the meeting, to each shareholder of record entitled to vote. Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting. Section 2.06 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding 50 days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders. Section 2.07 Voting Lists. The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share transfer book shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders. 2 Section 2.08 Quorum. One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation. If less than one-half of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 2.09 Voting of Shares. Each outstanding share of the corporation entitled to vote shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Articles of Incorporation. Section 2.10 Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon. Section 2.11 Written Consent to Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS Section 3.01 General Powers. The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived from law or the 3 Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation. Section 3.02 Number, Term, and Qualifications. The Board of Directors shall consist of one to nine persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation. Section 3.03 Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes. Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution. Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president, vice president, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them. Section 3.06 Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. Section 3.07 Notice. Notice of any special meeting shall be given at least 10 days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. If 4 mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such. Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed. Section 3.11 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 3.12 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.13 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted. 5 Section 3.14 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee. Section 3.15 Removal. At a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors. ARTICLE IV OFFICERS Section 4.01 Number. The officers of the corporation shall be a president, one or more vice-presidents, as shall be determined by resolution of the Board of Directors, a secretary, a treasurer, and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors may appoint a general manager. Section 4.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director. Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors. Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery. 6 Section 4.05 Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors. Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting. Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties. (a) He or she shall preside at all shareholders' meetings; (b) He or she shall preside at all meetings of the Board of Directors; and (c) He or she shall be a member of the executive committee, if any. Section 4.08 The President. The president shall have the following powers and duties: (a) If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents; (b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors; (c) He or she shall be a member of the executive committee, if any; (d) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.09 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior vice president, may perform all the 7 duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. Section 4.10 The Secretary. The secretary shall have the following powers and duties: (a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose; (b) He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute; (c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same; (d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section; (f) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.11 The Treasurer. The treasurer shall have the following powers and duties: (a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation; (b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof; 8 (c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed; (d) He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so; (e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours; (f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and (g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.12 General Manager. The Board of Directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. The general manager, if any shall have the following powers and duties: (a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents: (b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors; (c) Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and (d) He or she shall make a report to the president and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require. Section 4.13 Salaries. The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 9 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation. Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands. ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS Section 5.01 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances. Section 5.02 Loans. No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors. Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine. Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the 10 signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors. Section 5.07 Proxies. Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors. ARTICLE VI CAPITAL SHARES Section 6.01 Share Certificates. Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation. Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly 11 endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof. Section 6.03 Regulations. Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation. Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same. Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares. Section 6.06 Closing of Transfer Books and Fixing of Record Date. (a) The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed 50 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose. (b) In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. 12 (c) If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least 10 days immediately preceding such meeting. Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor. ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 7.01 How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws. 13 Section 7.02 Powers. During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee. Section 7.03 Proceedings. The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following. Section 7.04 Quorum and Manner of Acting. At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the indiviual members thereof shall have no powers as such. Section 7.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery. Section 7.06 Removal. The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause. Section 7.07 Vacancies. If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors. Section 7.08 Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee. 14 ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS Section 8.01 Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Section 8.02 Indemnification: Corporate Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum 15 consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose. Section 8.04 General Indemnification. The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person. Section 8.05 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section. Section 8.06 Scope of Indemnification. The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law. 8.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE X DIVIDENDS The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws. 16 ARTICLE XI AMENDMENTS All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that: (a) No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors. (b) No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided, however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders. CERTIFICATE OF SECRETARY The undersigned does hereby certify that she is the secretary of MATTMAR MINERALS INC., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Directors of the corporation and that the above and foregoing Bylaws are now in full force and effect. DATED THIS 19th day of April, 2006. /s/ Sean Mitchell - -------------------------------------- Sean Mitchell, President and Secretary 17 EX-5 4 ex5.txt OPINION & CONSENT OF KAREN A. BATCHER EXHIBIT 5 BATCHER, ZARCONE & BAKER, LLP ATTORNEYS AT LAW SOUTH BAY OFFICE KAREN A. BATCHER 4190 BONITA ROAD, SUITE 205 kbatcher@bzblaw.com BONITA, CALIFORNIA 91902 ------------ TELEPHONE: 619.475.7882 ADDITIONAL SAN DIEGO FACSIMILE: 619.789.6262 OFFICES July 6, 2006 Mr. Sean Mitchell, President Mattmar Minerals, Inc. #208-828 Harbourside Drive North Vancouver, BC V7P 3R9 Re: Legal Opinion Pursuant to SEC Form SB-2 Registration Statement - Mattmar Minerals, Inc. Ladies and Gentlemen: You have requested my opinion as special counsel for Mattmar Minerals, Inc., a Nevada corporation (the "Company") for the limited purpose of rendering this opinion in connection with the Company's Registration Statement on Form SB-2 and the Prospectus included therein (collectively the "Registration Statement") relating to a proposed offering by the Company to the public of a maximum of 3,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), to be filed with the Securities and Exchange Commission. I was not engaged to prepare or review, and I have not prepared or reviewed, any portion of the Registration Statement, and I hereby disclaim any responsibility for the Registration. The following opinion is based upon the Securities Act of 1933 as amended (the "Act") and Nevada securities laws, including without limitation, the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws. The Shares are to be offered by the Company in a best efforts, direct public offering without any involvement of underwriters, as described in the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates and written and oral statements of officers and accountants of the Company and of public officials, and other documents that we have considered necessary and appropriate for this opinion. Upon the basis of the foregoing, we are of the opinion that the Shares, when sold pursuant to and in accordance with the Registration Statement and the documents described therein, will be validly issued, fully paid and nonassessable. MAILING ADDRESS 4252 BONITA ROAD, #151 O BONITA , CALIFORNIA O 91902 Mr. Mitchell July 3, 2006 Page 2 The foregoing opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Nevada. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Regards, BATCHER ZARCONE & BAKER, LLP /s/ Karen A. Batcher, Esq. EX-10 5 ex10.txt MINERAL TITLE Exhibit 10 From: MT.online@gov.bc.ca Sent: Wednesday, April 19, 2006 11:41 AM To: SEANMITCHELL@TELUS.NET Subject: CEXT-M (4080125) 2006/APR/19 11:41:7 Mineral Titles Online, Transaction event, Email confirmation This email is to confirm submission of the following Mineral Titles Online event: This email is an official confirmation of the new claim acquisition tenure# 532620 occurring under your Free Miner Certificate authority. The date and time of the confirmation are 2006/APR/19 11:41:7. The MTO transaction occurred under the authority of the Ministry of Energy and Mines, Titles Division. You may make inquires to MT.online@gov.bc.ca or phone 604-660-3630. This is your official record of the transaction. You may wish to save this email to a file or print a copy for your records. Mineral Title appreciates your participation in the mineral development of British Columbia and we look forward to serving you again. EX-23.2 6 ex23-2.txt CONSENT OF DEJOYA GRIFFITH & COMPANY, LLC Exhibit 23.2 [LETTERHEAD OF DE JOYA GRIFFITH & COMPANY, LLC] INDEPENDENT AUDITORS' CONSENT We consent to the use of Mattmar Minerals, Inc. Form SB2, dated July 12, 2006 of our Auditors' Report, dated June 15, 2006 on the balance sheet of Mattmar Minerals, Inc. as of May 31, 2006 and the related statement of operations from April 18, 2006 to May 31, 2006, changes in stockholders' equity, and cash flows for the year ended May 31, 2006. /s/ De Joya Griffith & Company, LLC July 12, 2006 Henderson, Nevada EX-99.1 7 ex99-1.txt SUBSCRIPTION AGREEMENT Exhibit 99.1 SUBSCRIPTION AGREEMENT FOR MATTMAR MINERALS INC. COMMON STOCK ($.01 PER SHARE) Persons interested in purchasing common stock of Mattmar Minerals Inc. must complete and return this Subscription Agreement along with their check or money order to: MATTMAR MINERALS INC. ("the Issuer" & "the Company"). Subject only to acceptance hereof by the Issuer, in its discretion, the undersigned hereby subscribes for the number of common shares and at the aggregate subscription price set forth below. An accepted copy of this Agreement will be returned to the Subscriber as a receipt, and the physical stock certificates will be delivered to each Investor within thirty (30) days of the Close of this Offering. SECURITIES OFFERED - The Company is offering a total of 3,000,000 shares of its common stock (par value $.001 per share) at a price of $.01 per share. There is no minimum subscription amount. SUBSCRIPTION - In connection with this subscription the undersigned hereby subscribes to the number of common shares shown in the following table. NUMBER OF COMMON SHARES = ___________________ Multiply by Price of Shares x $.01 per Share Aggregate Subscription Price = $___________________ Check or money order shall be made payable to Mattmar Minerals Inc. In connection with this investment in the Company, I represent and warrant as follows: a) Prior to tendering payment for the shares, I received a copy of and read your prospectus dated ______________, 2006. b) I am a bona fide resident of the state of ________________________________ or ______ a non-US resident. c) The Issuer and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. Investor agrees that such representations and warranties shall survive the acceptance of Investor as a purchaser. Please register the Shares, which I am purchasing in the following name(s): - -------------------------------------------------------------------------------- As (check one) __Individual __Tenants in Common __Existing Partnership __Joint Tenants __Corporation __Trust __IRA __Minor with adult custodian under the Uniform Gift to Minors Act For the person(s) who will be registered shareholder(s): - -------------------------------- -------------------------------- Signature of Subscriber Signature of Co-Subscriber - -------------------------------- -------------------------------- Name of Subscriber (Printed) Name of Co-Subscriber (Printed) - -------------------------------- -------------------------------- Address Address of Co-Subscriber - -------------------------------- -------------------------------- Address Address of Co-Subscriber - -------------------------------- -------------------------------- Telephone Telephone of Co-Subscriber - -------------------------------- -------------------------------- Subscriber Tax I.D. or Co-Subscriber Tax I.D. or Social Security Number Social Security Number ACCEPTED BY: Mattmar Minerals Inc., a Nevada Corporation By: Date: ----------------------------- --------------------------- Officer EX-99.2 8 ex99-2.txt GEOLOGY REPORT Exhibit 99.2 MATTMAR MINERALS INC. A GEOLOGICAL REPORT ON THE RET MINERAL CLAIM LILLOOET RIVER AREA, NEW WESTMINSTER MINING DIVISION BRITISH COLUMBIA, (NTS 092G16) By T.L. Sadlier-Brown, P.Geo. May 2nd 2006 TABLE OF CONTENTS page SUMMARY 1 1.0 INTRODUCTION 2 1.1 Terms of Reference and Scope of Report. 2 1.2 Property Description and Claim Status 3 1.3 Physiography, Location and Access 3 1.4 History of Previous Work 4 2.0 GEOLOGY 4 2.1 Regional Geological Setting 4 2.2 Property Geology and Mineralization 5 3.0 DISCUSSION AND CONCLUSIONS 7 4.0 RECOMMENDATIONS 7 6.0 REFERENCES 8 TABLES 1: Cost Proposal 8 MAPS AND FIGURES 1: Location Map 2 2: Property Map 3 3: Geological Sketch Map 6 APPENDIX A: Author's Certificate BACK SUMMARY The RET property is situated in the southern Coast Range of southwest British Columbia, an area underlain by Mesozoic volcanic, sedimentary and plutonic rocks. The claim comprises 258 ha, more or less, and is in good standing to April 20th 2007. It covers an area principally underlain by volcanic rocks of the Brokenback Formation, a geological terrain known to host several partially explored gold occurrences along strike to its southeast. These include the Fire Mountain gold camp, the neighboring Mayflower-Dandy prospect which dates to about 1897 and the Easy and Jo Au/Ag prospects which were discovered and explored in 1982 through 1989. The geochemical surveys and diamond drilling carried out during the 1980s identified several mineralized structures including a silver/base metal-bearing breccia and an auriferous shear zone. Both occurrences are hosted by Brokenback Formation rocks that project into the RET Claim suggesting that this unit represents an attractive target for precious metal exploration. Accordingly, a two phase program of geochemical and geophysical survey work is recommended to evaluate the area. The estimated cost of the proposed field work is US$15,000 for the initial phase and an additional US$75,000 for a second phase which would be contingent upon the Phase I results. 1.0 INTRODUCTION 1.1 TERMS OF REFERENCE AND SCOPE OF REPORT This report is intended as a description of the geology of the RET Claim area, a review of available pertinent technical data and a set of recommendations for a preliminary program of geological, geochemical and geophysical exploration on the property. It has been prepared at the request of Mr. Sean Mitchell, president of Mattmar Minerals Inc. (Mattmar) and is based on geological descriptions contained in a number of published and unpublished reports and maps and on a substantial amount of field work carried out by the writer in the area of the proposed project. FIGURE 1: RET CLAIM LOCATION MAP; PEMBERTON-LILLOOET LAKE AREA, SOUTHWEST B.C. 2 1.2 PROPERTY DESCRIPTION AND CLAIM STATUS The RET Claim is assigned Tenure Number 532620 and is recorded in the name of Sean Miller Mitchell of Vancouver, B.C. The date of record is April 19th 2006 and the claim is in good standing to April 20th 2007. The property comprises 258 ha, more-or-less included within 15 Mineral Title Grid Units. The claim is depicted in Figure 2 which is part of NTS Map 092G16. 1.3 PHYSIOGRAPHY, LOCATION AND ACCESS The RET Claim lies on an east-facing lower slope west of the Lillooet River, about 4.5 km northwest of the village of Skookumchuck, 32 km northwest of Harrison Lake and 73 km by road southeast of Pemberton. It is centred approximately at UTM coordinates 539000E, 5537000N. FIGURE 2: CLAIM MAP SHOWING THE RET CLAIM (532620) AND ADJOINING PROPERTIES. 3 The terrain in the general area is rugged, locally precipitous, and ranges in elevation from about 300 to 800 meters above sea level. Bedrock exposures are common: soil cover generally consists of poorly developed regolith occurring mainly on lower more gentle slopes and in the valleys. The area is generally mantled in both old growth and second growth coniferous forest. Access from the Vancouver area is north via Highway 99 to Pemberton then southeast along the Lillooet River road (west side) to Chief Paul Creek. A poorly maintained logging road leads west from here up the slope to the vicinity of south part of the property. 1.4 HISTORY OF PREVIOUS WORK The area was first prospected during the late 1800s at which time gold discoveries were made at Fire Mountain about 12 km southeast of the RET Claim and at the Mayflower Mine, now covered by the claim adjoining just south of the RET property. A limited amount of mining and milling was carried out in both areas during the early 1900s. Workings at the Mayflower Mine include several hundred feet of tunneling in an auriferous quartz vein associated with mineralized rhyolite breccia. Reported grades are on the order of $5/ton (Cairnes 1927). A 2-stamp mill was constructed and operated for a time by Mayflower Mining and Milling Co. A small but unknown tonnage of gold-bearing quartz was mined and processed but the venture was terminated after a few years. In 1929 the prospect was re-staked as the Dandy Claim but little if any work was done at that time. The claim subsequently lapsed and the property appears to have lain idle until the 1970s when it was again re-staked as the Moneymaker Claim by Mr. G. Nagy, a local prospector. Optionees carried out some exploration work but, upon expiration of the option, the claims were again allowed to revert to the crown. In 1981 the Easy and Jo claims were staked by Hillside Energy Corp. and Lacana Gold Corp. respectively. Geochemical surveys and conventional prospecting during the 1980s identified an extensive silver geochemical anomaly on the Easy Claim about 2km southeast of the RET Claim. In 1988, a soil geochemical survey also identified an intense gold anomaly, also on the Easy Claim, now covered by Claim 520281 which adjoins south of the RET Claim as shown in Figure 2. Both the silver and gold targets were subjected to a very limited amount of follow-up drilling but with inconclusive results. Subsequent corporate restructuring and resulting ownership changes engendered financing issues and no additional work has been carried out in the area to date. 2.0 GEOLOGY 2.1 REGIONAL GEOLOGICAL SETTING The RET property lies within the southeast margin of the Coast Belt of British Columbia, a geological terrain characterized Mesozoic volcanic and sedimentary rocks with a complex history of deformation, metamorphism and igneous activity. The layered rocks in the area of interest comprise the Gambier Assemblage, a Cretaceous sequence that includes the predominantly sedimentary Peninsula Formation (KP) and the overlying and predominantly volcanic Brokenback Hill 4 Formation (KBH) as shown in Figure 3. These rocks correlate with a similar succession lying west of Harrison Lake and which has been described as the Harrison Lake Formation and Fire Lake Sequence (Journeay 1990). The sedimentary and volcanic rocks have been subjected to intense folding and faulting along a northwest axis and are intruded both to the east and west by Mesozoic and Tertiary diorite and granodiorite plutons. As a result, they essentially comprise a roof pendant within the Coast Plutonic Complex. The oldest tectonic activity consists of the northwest-striking folding and transcurrent faulting and southwest directed thrust faulting. The region is also dissected by a much younger system of northeast-striking dextral and oblique faults downdropped to the northwest. These faults are considered to be Tertiary in age but may be younger. They tend to offset the more northerly Gambier strata and structures within them to the northeast and also appear to provide the permeability for a number of hotsprings in the region. More detailed descriptions of the regional geology have been published by Lynch (1990) and Journeay (1990). 2.2 PROPERTY GEOLOGY AND MINERALIZATION The claim area is underlain by the rocks of the lower Cretaceous Brokenback Hill Formation (KBH), a subaqueous volcanic succession of intermediate composition including dacitic and andesitic flows and tuffs with minor amounts of rhyolite and basalt. The volcanic rocks are variably altered to chlorite and steatite schists, locally intruded by porphyritic diorite dykes and cut by numerous quartz, quartz calcite and sulphide viens. In the area south of the RET Claim, where the bulk of the past exploration has been concentrated, these rocks have been found to host two styles of gold, silver and base metal mineralization: 1) a breccia zone containing silver and base metals as breccia fillings in a coarse heterogenic volcanic and metamorphic breccia and 2) a mineralized shear zone containing base metal sulphides and native gold. No mineral deposits are currently known to occur on the RET Claim but its proximity to these partially explored precious and base metal prospects makes it an attractive exploration target The silver-bearing breccias observed south of the RET property appear to occur in the lower part of the Brokenback Hill sequence above its contact with the underlying Peninsula Formation. The origin of the breccia is not clear but it could be either a product of post-depositional tectonism or volcanic activity. Epigenetic pyrite, pyrrhotite, sphalerite and argentiferous galena occur as fillings between the mainly coarse breccia fragments. About 200 metres north of the breccia zones and about 2.5 km south of the RET Claim boundary is a shear zone cutting a sequence of dacitic and andesitic flows and tuffs and minor intercalated argillite. The zone strikes at 140(Degree), dips easterly at between 70 and 75(Degree) and is mineralized with disseminated and massive pyrite, minor galena, sphalerite and chalcopyrite and is locally weakly silicified. Gold values from within the zone vary from negligible to 5.39 gm/mt (0.157 oz/t). Weathering is intense and surface exposures are characterized by abundant limonite and black, earthy manganese oxides. A sample of this material assayed 13.63 gm/mt (0.39 oz/t). Fine angular free gold can also be panned from exposed parts of the shear zone (Sadlier-Brown,1990). 5 The geology of the RET Claim area is essentially a northwesterly extension of the lithologies and structures found on the adjoining property. The strike of the mineralized shear is such that, if it persists toward the northwest, it would traverse the RET Claim. FIGURE 3: GEOLOGICAL SKETCH MAP OF THE RET CLAIM AREA SHOWING KNOWN GOLD PROSPECTS. 6 3.0 DISCUSSION AND CONCLUSIONS Geological mapping by Lynch (1990) suggests that the gold mineralization at both Fire Mountain and the Mayflower Mine area are hosted by the volcanic rocks of the Brokenback Hill Formation. The known showings all lie southeast of the RET Claim and include auriferous quartz veins, shear zones and breccias. The quartz vein systems tend to strike northeasterly across the regional fabric while the best known shear zone strikes northwest-southeast - parallel to it. Configuration of the breccia systems is not known. Although the quartz veins appear to have accounted for the early interest in region and the past production from it, the shear zone described in Section 2.2 is considered to represent a more promising exploration target. Past exploration along its strike to the northwest has been limited by financial constraints and property tenure issues and, as a result, very little effort has been made. The geological mapping, however, indicates that the Brokenback Hill volcanic rocks extend in this direction at least as far as Tuwasus Creek, which is about 2km northwest of the claim. This creek is known to contain placer gold - particularly in its lower course (Cairnes1929 & others). Although this does not confirm that the known shear zone and vein mineralization extends into this area, it does suggest that the gold-bearing rocks may project through the RET Claim area. It should be kept in mind, however, that the northeast-striking faults referred to in Section 2.1 could result in a right lateral offset - a displacement to the east - of any possible extension of the zone. The results from the past exploration work and geological mapping carried out in the areas southeast of the RET Claim indicate that there is a reasonable possibility for the discovery of additional mineral deposits in the immediate area - and, in particular, within the property boundaries. The envisioned target is a small-to-intermediate-sized precious metal deposit. 4.0 RECOMMENDATIONS A two-phase exploration program to evaluate the area is considered appropriate and is recommended. In the past, soil geochemical surveys have proved both successful and cost-effective in identifying mineral occurrences in the area - including both the silver breccia zone and the auriferous shear zone south of the RET Claim. Accordingly, Phase 1 should consist of a comprehensive soil survey of the claim area. This work should be accompanied by conventional prospecting. The property would be adequately covered by about 8 line km of survey work with lines run on a bearing of 030(Degree) at 200 metre separation and with survey control provided using both chain and compass and GPS equipment. Samples should be taken at 25 metre intervals and all sample stations should be flagged and numbered. Provision should be made for a second phase of exploration contingent upon Phase 1 results. Although a decision on the precise nature of this work or any allocation of the various tasks is not yet possible, it may be expected to include geophysical surveys (EM and magnetic) and detailed geological mapping, trenching and rock sampling. If a target for more site-specific work is identified, a diamond drilling program would constitute a third phase. 7 Including allowances for mobilization, demobilization, permitting and survey work, an estimate of the time required to complete the field component of the Phase 1 project is 6 or 7 days or from 12 to 14 man/days depending, to some extent, on weather conditions. Phase 2 will require an estimated 30 days to complete. An estimate of the cost of the proposed program is $15,000 for the initial phase of exploration work and $75,000 for a contingent second phase as summarized in Table 1. TABLE 1: COST PROPOSAL PHASE I Soil sampling survey and prospecting: ~ 8.5 line km 4,200 Geochemical analyses: 34 element ICP + Au FA & AA; ~330 samples @ $21 7,000 Data evaluation, interpretation and report preparation 2,400 Contingency allowance 1,400 ------ Sub-total 15,000 PHASE II Provision for geophysical surveys 20,000 Provision for geological mapping, trenching & rock sampling and assays 40,000 Data evaluation, interpretation and report preparation 15,000 ------ Sub-total 75,000 GRAND TOTAL 90,000 ====== 5.0 REFERENCES Cairnes, C.E. (1927): Observations on Lillooet Valley, British Columbia, with Particular Reference to its Geology and Mineral Deposits; Canadian Mining Journal, Feb. 25 1927 pp. 162-166. Jouneay, J.M. (1990): Structural and tectonic framework of the southern Coast Belt, British Columbia; in Current Research, Part E, Geol. Surv. Can P. 90-1E. Lynch, J.V.G. (1990): Geology of the Glacier Lake Map; Geol. Surv. Can., Open File map 2203. Roddick, J.A. (1964): Vancouver North, Coquitlam and Pitt Lake Map Areas, British Columbia; Geol. Surv. Can. Memoir 335. Sadlier-Brown, T.L. (1988): A Report on a Diamond Drilling Program Conducted on the Easy No. 1 Claim, New Westminster M.D., B.C. ,Assessment report for Symes Resources Ltd. Sadlier-Brown, T.L. (1990): A Report on a Soil Geochemical Survey of the Easy and Jo Claims, Lillooet River Area, New Westminster M.D., B.C. ,Assessment report for Kali Venture Corp. Sadlier-Brown, T.L. (1990): A Preliminary Report on a Diamond Drilling Program on the Easy & Jo Claims, New Westminster M.D., B.C. , Assessment report for Kali Venture Corp. 8 APPENDIX A AUTHOR'S CERTIFICATE AND STATEMENT OF QUALIFICATIONS I, Timothy L. Sadlier-Brown, of suite 306 126 East 12th Street, North Vancouver, B.C., am a Professional Geoscientist and exploration geologist. Since 1972, have been a partner in the firm of Sadlier-Brown Consulting Ltd. (formerly Nevin Sadlier-Brown Goodbrand Ltd.), Consulting Geologists, of Suite 500, 455 Granville Street, Vancouver, B.C I am a member of the Association of Professional Engineers and Geoscientists of British Columbia and a Fellow of the Geological Association of Canada; I was educated at Carleton University, Ottawa, Ontario; Faculty of Geological Sciences, B.Sc. requirement in Geology; 1964, and have practiced my profession continuously since that time. I have been employed in the mineral exploration industry in positions of responsibility since 1965 and have extensive experience in metallic and industrial mineral exploration throughout Canada, the western U.S., Mexico, Central America, Brazil and Paraguay. On the basis of my experience and qualifications, I am a Qualified Person as defined in N.P. 43-101. This report is based on a personal experience during the performance of several exploration programs carried out in the past on and in the immediate area of the RET Claim and on a comprehensive review of assessment reports and other published and unpublished reports, maps and documents on the project area. I hold no interest, direct or indirect, in the property described herein and am independent of Mattmar Minerals Inc. Permission is hereby granted to the management of Mattmar Minerals Inc. for the use of this report, in its complete form as written. Dated at Vancouver, British Columbia, this 2nd day of May 2006 /s/ Timothy L. Sadlier-Brown - ----------------------------- Timothy L Sadlier-Brown, P. Geo -----END PRIVACY-ENHANCED MESSAGE-----