10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10

General Form For Registration of Securities

Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934

Dominion Minerals Corp.

(Exact Name of Registrant as Specified in Its Charter)

File No. 000-52696

Delaware	22-3091075
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

17 State Street, Suite 4000, New York, NY	10004
(Address of Principal Executive Offices)	(Zip Code)

(732) 536-1600

Registrant’s Telephone Number

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which

to be so Registered Each Class is to be Registered

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock $0.0001 Per Share Par Value

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Rule 12b-2 of the Exchange Act). Check one:

Large accelerated filer	☐	Non-accelerated filer	☐
Accelerated Filer	☐	Smaller reporting company	☒

1

PART I

The Company has two wholly-owned subsidiaries, Empire Minerals Corp., a Nevada corporation ("Nevada Subsidiary") and Cuprum Resources Corp., a Republic of Panama corporation (“Panamanian Subsidiary” or “Cuprum”). When used herein the terms "we", "us" and/or "our" shall mean the Company, and/or the Nevada Subsidiary, and/or the Panamanian Subsidiary in the context in which they appear.

THIS REGISTRATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS ARE NOT HISTORICAL FACTS AND CONSTITUTE OR RELY UPON PROJECTIONS, FORECASTS, ASSUMPTIONS OR OTHER FORWARD-LOOKING INFORMATION. GENERALLY THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS OR PHRASES SUCH AS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PLANS", "ESTIMATES", "MAY", AND "SHOULD". THESE STATEMENTS ARE INHERENTLY SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND ASSUMPTIONS. OUR FUTURE RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPECTED OR ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS. SPECIFIC FACTORS THAT MIGHT CAUSE SUCH DIFFERENCES INCLUDE FACTORS DESCRIBED AND DISCUSSED IN THE DESCRIPTION OF BUSINESS IN ITEM 1 BELOW.

Item 1 Business.

General

Dominion Mineral Corp. (the “Company,” “we” or “us”) was previously engaged in the acquisition, exploration, development and operation of mineral and natural resource properties and prospects. The Company’s only current activity is pursuing a claim against the Republic of Panama, as described below, and seeking new mining projects. The following subsections set out information on our history and present and proposed operations and certain of the risk factors associated with us and our securities.

History of the Company

The Company was formed as a Delaware corporation on January 4, 1996 under the name ObjectSoft Corporation. On May 9, 2005, the Company changed its name to Nanergy, Inc. On June 5, 2006, its name was changed to Xacord Corp. On January 3, 2007, the Company changed its name to Empire Minerals Corp. and on November 26, 2007, it was changed to Dominion Minerals Corp.

We were originally formed in January of 1996 to acquire the business of a predecessor company, Object Soft Corporation, a New Jersey Corporation. This acquisition was completed in the form of a corporate business combination effective January 31, 1996. The acquired business involved the provision of retail Kiosks, which were internet-connected, advertising-interactive Kiosks. The Kiosks were public access terminals that offered terminals that offered entertainment information and the ability to execute financial transactions via a touch screen. This business was unsuccessful and in July of 2001, we filed a Bankruptcy Petition in the Bankruptcy Court for the District of New Jersey. None of our present officers, directors or significant employees were associated with us at the time of or involved in any way in our bankruptcy proceeding. In November of 2004, we exited the Bankruptcy case with no assets, one liability in the form of a convertible promissory note with a principal balance of $100,000 and outstanding stock of 195 shares of common stock. We then operated as a shell corporation seeking a new business opportunity either through a corporate business combination or an acquisition of assets.

In September of 2005, we were a party to a business combination in which we acquired the ownership of a New Jersey corporation holding licenses, patents and developments to certain photovoltaic processes. In this transaction, the Company issued 99,455 shares of our common stock. The Company also agreed to issue additional shares of common stock and stock options, if certain economic milestones were met by December 31, 2006. These economic milestones were not met. In 2006, we abandoned our efforts to develop the involved processes.

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During the period from June 17, 2005 to the date of this Registration Statement, the Company effected three reverse stock splits of its outstanding common stock by amending its Certificate of Incorporation. On June 17, 2005, each outstanding 100 shares were reversed into one share. On August 11, 2006, each 20 outstanding shares were reversed into one share. On January 22, 2007, each 20 outstanding shares were reversed into one share. In all three reverse splits, all fractional shares due to be issued were rounded up to the next full share. Unless otherwise indicated, all references to a number of shares of the Company's common stock have been adjusted to give effect to the applicable stock splits.

On February 20, 2007 we completed a business combination in which we acquired all of the outstanding stock of the Nevada Subsidiary in exchange for shares of our common stock. The combination was structured as a three-party merger in which the Company acquired all of the outstanding stock of the Nevada Subsidiary, a Nevada corporation named Xacord Acquisitions Sub Corp. formed and wholly-owned by the Company to be used as a vehicle for the transaction and which was merged into the Nevada Subsidiary and the outstanding shares of the common stock of the Nevada Subsidiary as of the Effective Time of the merger were converted into shares of the common stock of the Company on a share for share basis with a total of 26,504,000 shares of the Company's stock issued in this conversion. The Company assumed four warrants issued by the Nevada Subsidiary to purchase up to a total of 4,050,000 shares of the Company's Common Stock at $0.10 per share during a three-year term. A warrant to purchase 50,000 shares was exercised on March 2, 2007. The remaining three warrants for 4,000,000 shares were canceled by mutual agreement of the parties on June 1, 2007. The Company acquired the rights of the Nevada Subsidiary under a Letter of Intent to enter into the agreements relating to the acquisition of the majority interest in the Panamanian corporation holding the concession to the copper prospect. The management of the parties at the time of the business combination consisted of: (i) Diego Roca was the sole officer and director of the Company and of Xacord Acquisition Sub Corp.; and (ii) Pinchas Althaus, Diego Roca and Bruce Minsky were the officers and directors of the Nevada Subsidiary. Messrs. Althaus, Roca and Minsky became the three directors and three of the officers of the Company and the Nevada Subsidiary upon completion of the business combination. Mr. Minsky subsequently resigned as a director of the Company.

The following diagrams set forth the organizational status of the Company and the Nevada Subsidiary before and after the completion of their business combination.

Status Before Business Combination:

 

3

Actions in Business Combination:

Status After Business Combination:

 

On March 6, 2007, the Company entered into an Exploration and Development Agreement with Bellhaven Copper & Gold, Inc. (“Bellhaven”), a corporation organized in British Columbia, Canada and Bellhaven’s then wholly-owned subsidiary, Cuprum Resources Corp. (“Cuprum”), a corporation organized in Panama.  Cuprum was the holder of a Mineral Concession from Panama on a copper prospect located in the Guariviara area of Panama.  That agreement granted the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum.  On April 14, 2009, the Company and Bellhaven completed a transaction pursuant to a Stock Purchase Agreement under which the Company acquired 100% of Cuprum’s outstanding stock and the Exploration and Development Agreement entered into on March 6, 2007 was terminated.

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Present and Proposed Operations

The Company’s present operations consist solely of pursuing its claims against the Republic of Panama relating to its Mineral Concession from the Republic of Panama on a copper prospect (“Cerro Chorcha”) located in the Guariviara area of Panama and seeking new mining projects.

New Mining Projects

As discussed later in this Form 10, the Company does not expect to recover its Mineral Concession from the Republic of Panama through the legal process.  The Company’s proposed operations in the case that the Cerro Chorcha project is not recovered, is to seek out new mining projects.  The Company’s full time operations will consist of exploring new and existing mining opportunities throughout the world but preferably in the United States.  The Company shall engage a full time mining consultant or hire a geologist at that time.  As part of exploring the business opportunities the Company will conduct the due diligence necessary to acquire one or more mining projects for the further development of such project.  The Company projects that a cost of approximately $500,000 for operations to explore such opportunities and conduct due diligence over the 12 month period beginning February 1, 2017.     

Panamanian Mineral Concession

On March 6, 2007, the Company entered into an Exploration and Development Agreement with Bellhaven and Bellhaven's then wholly-owned subsidiary, Cuprum Resources Corp. (“Cuprum”).  Cuprum is the holder of a Mineral Concession from the Republic of Panama on a copper prospect (“Cerro Chorcha”) located in the Guariviara area of Panama. This agreement granted the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum in exchange for (i) the payment of $2,000,000 to Bellhaven by the Company; (ii) the issuance of 4,000,000 shares of the Company’s common stock to Bellhaven; (iii) the expenditure of no less than $15,000,000 for the exploration and development work on the property covered by the Panamanian Mineral Concession held by Cuprum, of which approximately $5,244,051 had been spent as of April 14, 2009; and (iv) other specific terms and conditions. 

On April 14, 2009, the Company and Bellhaven completed a transaction under a Stock Purchase Agreement between them pursuant to which (i) the Company acquired 100% interest in all the outstanding stock of Cuprum; (ii) the Company paid Bellhaven $1,500,000 in cash and issued Bellhaven 2,000,000 shares of the Company’s common stock; (iii) the officers and directors of Cuprum were replaced by the officers and directors of the Company; and (iv) the March 6, 2007 Exploration and Development Agreement between the Company, Bellhaven and Cuprum was terminated and the Company and Bellhaven mutually released each other from all obligations and/or liabilities arising thereunder.

The Cerro Chorcha concession consists of 24,241.91 hectares (ha) in five rectangular blocks and is located in Chiriqui and Bocas Del Toro Provinces of Panama straddling the continental divide about 290 km west of Panama City.

Since 2009, the Company has encountered various obstacles which have prevented the Company from commencing Phase 2 of its project.

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On December 24, 2009, the Supreme Court of Panama issued an Order of Provisional Suspension in response to a lawsuit filed by Cesar Salazar against the Republic of Panama Ministry of Commerce and Industry (“MICI”). The lawsuit alleges among other things that MICI granted the Concession Agreement to the Cuprum unlawfully. The Company considers the claims frivolous and although the suit did not name the Company or Cuprum as a defendant, in February 2010 the Company exercised its right under Panama Law, as an interested third party, by filing a petition in the Supreme Court of Panama, defending the allegations. Pursuant to the Order of Provisional Suspension, any administrative or operational activities to be performed pursuant to the Concession Agreement by the Company or any Ministry or Office of the Republic of Panama, are indefinitely suspended. To date, the Company has not received a response to its petition. In addition, no final ruling has been issued by the Supreme Court of Panama.

In March 2010, the Company filed an application of extension to its Concession Agreement with MICI. In accordance with the Concession Agreement, the 2-year extension to continue exploration activities shall be granted by MICI with another 2 year extension to be granted after that. Requirements of such extension consist of (i) full compliance of the terms of the Concession Agreement during the initial 4-year period; (ii) proof of ability to perform financially by the Company; and (iii) proof of ability to perform technically by the Company. The Company in its application complied with each requirement. According to MICI, due to the Order of Provisional Suspension issued by the Supreme Court of Panama, MICI was not able to process or respond to the application of extension to the Concession Agreement.

In April 2010, to the contrary of the Order of Provisional Suspension issued by the Supreme Court of Panama, MICI issued and posted a resolution on the Gazeta Oficial of Panama declaring the site of the concession a “Mining Reserve.” Pursuant to the resolution, no further exploration and/or mining activities are to be performed on the site of the concession.

As of December 2013, MICI has provided no response to the lawsuit filed in the Supreme Court in December 2009. The Company has not received a resolution or response to the petition filed by the Company, from the Supreme Court of Panama. Although, the Company never received a “resolution of cancelation” from MICI, the application of extension submitted by the Company to MICI was neither, approved nor rejected. As explained by MICI that the concession remained in a “frozen” status pursuant to the Order of Provisional Suspension issued by the Supreme Court of Panama and the application of extension could not be processed. The Company considers the Concession Agreement active and plans to continue its operations upon resolution of the lawsuit filed in the Supreme Court of Panama and Order of Provisional Suspension being lifted. To date, the Company has not received any updates or response from the Supreme Court of Panama regarding this lawsuit.

On December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the U.S.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”).  As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company filed a formal request for arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 29, 2016.  The Company has determined the amount of relief that it will seek in the arbitration shall be $268,300,000.  There can be no assurance that it will be successful or recover any amount. 

The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession.  Cuprum owns the exploration rights to the Cerro Chorcha concession.  As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

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On March 29, 2016, the Company filed a Request for Arbitration against the Republic of Panama (Panama).  This request was filed with the Secretary-General of the International Centre for Settlement of Investment Disputes (ICSID) under the terms of the U.S.-Panama Bilateral Investment Treaty (the U.S.-Panama BIT).  The Request for Arbitration is the result of the above mentioned longstanding dispute arising from Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession.   

The Request for Arbitration sets forth Dominion’s claims as follows:

·

Panama’s actions amounted to an expropriation of Dominion’s investment within the meaning of Article IV of the U.S.-Panama BIT, as they had the effect of depriving Dominion of all or substantially all of its investment in Cerro Chorcha; and

·

Panama’s actions breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect to its investment in Cerro Chorcha.

The closest city to Cerro Chorcha is David, Panama's third largest city, which is about 40 km to the southwest of the concession site. Travel from Panama City to David requires approximately six hours by car along a paved two-lane highway. There are a number of daily commercial flights between these two cities.

To both the north and south of the concession site there are a number of small towns and villages all connected by a system of roads and trails. A north-south paved road passes within the northwest portion of the Cerro Chorcha concession; however this highway occurs on the opposite side of the Continental divide to the main camp which is accessible only by helicopter or on foot.

Currently helicopter flights to the main Cerro Chorcha camp and work area are out of Rambala a small town 31 kilometers north of the camp. There is a dirt road from Rambala to the village of Soloy. A foot trail leads from Soloy to the Cerro Chorcha camp. This route requires one day and a half to traverse by auto and foot.

Elevations on the property range from about 600 m to 2213 m at the top of Cerro Chorcha and slopes are steep. The higher elevations near the Continental Divide are often cloud covered generated by warm, moist Caribbean air that is lifted daily to cooler heights by air currents. Due to the weather effects, access to the concession site by helicopter is best achieved in the early morning and in the late afternoon.

The mountain terrain is covered in high altitude rain forest with annual rainfall reported to be up to about six meters. Temperatures in this locality average 20(degree) C to 25(degree) C but during some month’s temperatures can dip down to 5(degree)C at night. Work on the concession site can be undertaken at any time of the year.

The main Chorcha exploration camp consists of four large all-weather buildings powered by a diesel generator. Within the region, personnel, supplies, fuel, water and sufficient space for a mining operation are readily available.

The Cerro Chorcha Mineral Exploration Concession (Contract # 006,2005) at Cerro Chorcha was granted to Cuprum on April 4, 2006. In March 2010, the Company made its application for the extension of the Concession. As of the date of this Registration Statement, the Company has not received notice of the cancellation of the Concession Contract or any approval or denial of the application for extension.

The area falls under the local jurisdictions of the District of San Lorenzo in Chiriqui Province and the District of Chiriqui Grande in the Province of Betas Del Toro.

Mineral title to Cerro Chorcha was previously held under Exploration Concession 93-71 (Geo-Minas, S.A.). These concessions expired in 1999 and were officially cancelled by publication in the Official Gazette (No. 25,029) on April 15, 2004. An application for a new concession (CRC-EXPL 2004-05) was accepted on May 17, 2004 in the name of Cuprum.

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Table 1 lists the coordinates of the corner points of the individual five blocks.

Block	Longitude	Latitude		Area (hectares)
1	82(degree)	40"'   8(degree)	408.61"	10,302.92
	82(degree)	47"'   8(degree)	408.61"
	82(degree)	47"'   8(degree)	354.2"
	82(degree)	40"'   8(degree)	354.2"
2	82(degree)	47"'   8(degree)	403.5"	2,250.95
	82(degree)	003.4"8(degree)	403.5"
	82(degree)	03A"   8(degree)	39'	37"
	82(degree)	47"'   8(degree)	39'	37"
3	82(degree)	003.4"8(degree)	403.5"	4,705.87
	82(degree)	021.4"8(degree)	403.5"
	82(degree)	021.4"8(degree)	354.2"
	82(degree)	003.4"8(degree)	354.2"
4	82(degree)	47"'   8(degree)	354.2"	4,480.77
	82(degree)	021.4"8(degree)	354.2"
	82(degree)	021.4"8(degree)	327.7"
	82(degree)	47"'   8(degree)	327.7"
5	82(degree)	47"'   8(degree)	337"	2,501.40
	82(degree)	0.34"  8(degree)	337"
	82(degree)	0.34"  8(degree)	354.2"
	82(degree)	47"'   8(degree)	354.2"

The owners of the former concession lodged legal complaints objecting to the cancellation of their concession and the re-application by Cuprum. All legal complaints opposing the cancellation of the concession have been rejected by the Supreme Court of Panama. The new metallic mineral concession at Cerro Chorcha was granted to Cuprum and published in the Official Gazette (No. 25,517) on April 4, 2006. A metallic mineral exploration concession is valid for four years, with extensions available for another four. There are various reporting requirements and a tax on the exploration concessions which begins at US$0.50 per ha the first year and increases to US$1.50 per ha in year five.

The owner of the exploration mineral concession has an exclusive right to the application of an exploitation concession. The terms under which major projects proceed are negotiated with the government.

A portion of the Chorcha concession occurs on an autonomous aboriginal land reserve (Comarca) of the Ngobe-Bugle (see figure 2). There are no permanent habitations in the area of concession.

Cuprum signed an exclusive mineral exploration agreement (the "Agreement") with the Comarca on July 28, 2004. The Agreement grants Cuprum the exclusive rights to explore for minerals and to negotiate a new agreement with the Comarca for the "next phase of activity" upon completion of the exploration phase. The Agreement is valid until the expiration of the Exploration Concession and strictly follows the Panama Mining Code whereby an exploitation concession is granted once the presence of commercial ore is demonstrated.

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The Agreement (resolution #1 Feb 12, 2006) was signed by the President of the Regional Congress of the NoKribo Region (Mr. Enrique Pineda), the Chief of the NoKribo Region (Mr. Johnny Bonilla), and the president of the Local Congress of the Kanicintti District of the NoKribo Region (Mr. Julian Palacio) and, for Cuprum, the General Manager and Secretary of the Board of Directors (Mr. Alfredo Burgos).

Among the issues covered by the Agreement are: work progress, budgets and reporting; employment and training; land rentals and leasing; development programs; environment, education and culture; force majeure; settlement of conflicts; notification, continuity and applicable laws.

A joint committee was created by Cuprum and the peoples of the Comarca. During the periods when operations are active, monthly meetings of the committee are held to review development and to ensure continued mutual support. All work planned by the Company and Cuprum to date been formally reviewed by and the approved by the operating committee.

The north western portion of the Concession is in the watershed of the Fortuna Hydroelectric Project. Significant development in the hydra-electric reserve area would require approval from Fortuna S.A. (a corporation composed equally of Americas Generation Corp. and the State of Panama) which purchased the publicly owned Institute deRecursos Hidro-electricos y Electrificacion (IE) in 1998.

The mineralized area, as presently known, is far outside of the reserve, in fact it is on the other side of the Continental Divide from the Fortuna Project and therefore does not affect the catchment area.

Exploration work can be performed within the boundaries of the hydro-electric reserve, as long as we present the plan and procedures that adhere to the respective regulations they will not affect the watershed. A portion of the Palo Seco Reserve Forestal (Forestry Reserve) enters the concession from the north and extends to within about one kilometer north of the main mineralized zone, although legal survey of this has not yet been done.

ANAM (Autoridad Nacional del Ambiente), Panama's environmental agency, is responsible for the administration of the forest reserve.

The Palo Seco Reserve, Forestal is divided into various sub-zones, each of which has a different level of protection. The current management plan does not specifically address mineral exploration and development, however the portion of the Palo Seco Forest Reserve nearest the Chorcha Project is assigned to a highly protected status with entry permitted only for scientific research. In the past exploration has been permitted within the limits of forest reserves, however damages must be mitigated.  In its extension application submitted in March 2010, the Company proposed the Palo Seco Reserve Forestal protected area be removed from the concession.

Prior exploration work on Cerro Chorcha has not resulted in anything that could be considered to be an environmental liability.

Most of Panama consists of island arc assemblages of Cretaceous to Recent age which have resulted from the subduction of the Cocos tectonic plate underneath the Caribbean plate.

In western Panama, where Cerro Chorcha is located, Miocene andesitic to basaltic flows and volcanoclastic rocks of the Caflazas Group have been intruded by Pliocene to Miocene granodiorite and monzonitic rocks of the Tabasara.

The Porphyry copper deposits in Panama are associated with calc-alkaline intrusives. Panama hosts two 'world class' mineralized systems at Cerro Colorado and at Petal Pine, each containing in excess of one billion tons of mineralized rock.

At Cerro Chorcha the main area of interest occurs within a composite intrusion, consisting of diorite, quartz diorite, and lesser amounts of monzodiorite. Small bodies and dykes of quartz feldspar porphyry and mafic dykes cut the various intrusive phases and are considered to be post-mineral.

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The Cerro Chorcha project contains porphyry copper mineralization with related gold and some reported molybdenum. Oxide and hypogene copper zones are present.

Distal propylitic (chlorite, epidote, and actinolite) alteration surrounds proximal phyllic (sericitie and silicic) zones. Much of the chalcopyrite and bornite mineralization occurs in a quartz-magnetite stock work and vein facies within the intrusive.

There is a strong structural component to the more or less east-west trending mineralized body which is cut by conjugate NE-SW and NW-SE trending faults.

By analogy with the Cerro Colorado porphyry copper deposit only 35 km to the ESE it is thought that the porphyry copper mineralization at Cerro Chorcha is between three and five million years old.

There are scattered mineralized showings over the entire 242 square kilometer Cerro Chorcha concession.

Porphyry copper (Cu) mineralization with associated gold, silver and molybdenum occur at the main Cerro Chorcha zone (the Guariviara Zone) over an area measuring 1.1 kilometers by 500 meters.

Much of the mineralization is structurally controlled and is related to quartz-magnetite sulphide veining and stockwork zones within the intrusive rocks. Laterally outward from the quartz-magnetite zones, sericite-altered intrusive rock contain fracture/veinlet controlled sulphides. The alteration outward from the phyllic, sericitic and siliceous material is predominantly propylitic.

Minerals encountered in the hypogene zone consist of magnetite, chalcopyrite, pyrite, bornite and minor sphalerite and molybdenite. Only minor supergene mineralization has been observed.

Exploration by previous operators has included regional stream sediment geochemistry, prospecting, trenching, soil and rock chip sampling, aerial and ground geophysics, and the drilling of 35 drill holes aggregating 7036 in.

ASARCO Exploration Company of Canada Ltd. discovered the Guariviviara Zone during a regional stream sediment program initiated in 1969. In 1976, exploration efforts included sampling, mapping and trenching resulted in defining porphyry copper mineralization grading greater than 0.2% Cu over an area of 600 meters by 300 meters.

ASARCO mobilized a drill onto the property. Negotiations with the Government to improve the terms of the concession agreement failed and the company abandoned the project without drilling. A total of over 400 samples were taken and assayed during the ASARCO tenure.

In the period 1990 to 1992 Consultores Geologicos S.A. obtained a concession and confirmed the importance of the zone discovered by ASARCO.

In 1993 the original concession was grouped together in a land package measuring 24,350 ha in an agreement between Consultores Geologicos and GeoRecursos International S.A. and the concession was transferred to Geo-Minas, S.A.

During 1993 a north-south grid was cut with 200m line spacing. A total of sixty-seven soil, 30 rock and 64 chip samples were taken as part of a regional prospecting program.

In the period 1994 and 1995 GeoRecursos International S.A. and Arlo Resources (Arlo) expanded the grid, performed geochemical, geological, and magnetic surveys and regional prospecting work.

GeoRecursos and Arlo completed 27 helicopter-supported diamond drill holes on the Guariviara Zone for a total of 5,765metres.

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During 1997 and 1998 Cyprus Minera de Panama (Cyprus) obtained an option on the property. Cyprus expanded the grids, refined the geology of the deposit, mapped and sampled outlying zones, conducted airborne radiometric and magnetic surveys and drilled nine diamond drill holes for a total of 1271 meters. Cyprus left Panama and the concession remained dormant, finally being officially cancelled April 15, 2004.

Following approval of the new Chorcha mineral concession Cuprum and Belhaven undertook the construction of the Chorcha exploration camp and conducted a short program of geologic mapping and one-meter channel samples were collected from several zones of structurally-controlled quartz-magnetite stock work that appears to host the high-grade copper-gold-silver mineralization. Reported grades within the stock work zone, returned a total of 61 meters at an average grade of 1.89% Cu, 1.44 g/t Au, and 23.28 g/t Ag.

Based upon exploration work on the Cerro Chorcha, Bellhaven and the Company have procured a technical report on the property which was prepared in compliance with the National Instrument (NI) 43-101, "Standards of Disclosure For Mineral Projects" adopted by Canadian securities regulatory authorities. However, a company reporting under the U.S. Securities Exchange Act of 1934 may not report resources designated under NI 43-101 based upon a pre-feasibility study. In addition, to designate reserves under the Industry Guide 7 of the U.S. Securities and Exchange Commission a final or bankable feasibility study is required. Accordingly, while Bellhaven, Cuprum and the Company have used the NI 43-101 report in their evaluation of the property, they are not claiming or asserting any reserves for the Cerro Chorcha and it must be considered as an exploration property without any known resources. The proposed program for the Cerro Chorcha is exploratory in nature.

Unless changes are required, the final two phases of a three phase program of geologic investigation will be conducted. Apart from direct geologic work, each phase of the program includes the funding of some social program with the local indigenous groups.

Phase One included surface prospecting, surface geologic mapping, trenching and sampling as well as an 11-hole diamond drill program of 3,615.8 meters. The phase one program was conducted from March 2007 to November 2007, had a budget of $2.1 million dollars and actual costs of $2,100,492.

A contract with Cabo Drilling Corp. (Cabo), of Vancouver, B.C. Canada was signed to perform the drill program on March 14, 2007. In preparation for the drill program, the Company built drill pads and fuel storage facilities. The 3,600-meter drill program was commenced in June 2007 and concluded in November 2007 with eleven drill holes and 3,615.8 meters have been drilled with encouraging results.

The drill program of 3,615.8 meters, confirmed the Company’s geologic model which outlines a structurally controlled mineralized zone with a NE-SW direction. Holes CH-07-01 to CH-07-11 drilled across the higher grade stock work structures, identifying a zone of nearly 900 meters in strike length, which will be further defined by the next drilling campaign. Additionally, the drill program confirmed an envelope of medium grades (ranging from 0.4 to 0.8% Cu) which surround the higher grade stock work zones.

All holes drilled appear to indicate potential for the extension of the higher grade zone at depth as evidenced by dipping mineralized structures observed in drill core and as shown on cross sections. This possibility will be explored to greater extent by an upcoming 10,000-meter drill program to begin if and when the Company is permitted to continue its exploration activities on the project as a form of settlement of the arbitration process mentioned above.

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The previous drill program gives better context to the probable continuity of higher grade stock work and porphyry-style mineralization within areas of previously unexplained rock and soil geochemical anomalies surrounding the known Chorcha deposit. These anomalies are located within 0.5 to 1 kilometer to the north, south and east of the drill indicated resource, and will be investigated by field crews to develop drill targets for the next tentative drill program. The updated NI-43-101 report, which was published in August 2008, will serve as the basis for the next 10,000-meter drill program planned for 2017 or later, depending on the Company’s success in negotiations with the Panamanian government or the outcome of arbitration mentioned throughout this report. The purpose of the next drill program will be to provide greater continuity to the geological model and to further define the mineralization at Cerro Chorcha which remains open in almost every direction, and to extend porphyry-style copper and gold mineralization to areas adjacent to and surrounding the known deposit.

Phase Two will include the creation of access road into the Chorcha main zone.  Phase two will also include surface prospecting, surface geologic mapping, trenching and sampling as well as a 26-hole, 10,000-meter diamond drill program of systematic drilling utilizing several diamond drill rigs. Phase two will have a budget of approximately $6,900,000.   

Phase Three will concentrate on the completion of a bankable feasibility study by conducting the appropriate meters of drilling necessary to complete this task.  Further details of Phase Three including the estimated costs will not be available until Phase Two has been completed or until significant results of the Phase Two have been assessed.

Throughout the exploration all samples will be prepared and analyzed by an independent 1S0 certified laboratory.

The exploration work on the Cerro Chorcha project is supervised by Michael D. Druecker, Ph.D., P.Geo a Qualified Person as defined in NI 43-101. Mr. Druecker has verified that trench and drill results have been accurately summarized from the official assay certificates provided to the Company.

The Company's drilling sampling procedures follow the Exploration Best Practices Guidelines outlined by the Mining Standards Task Force and adopted by the Toronto Stock Exchange. Samples have been analyzed by ICP (inductively coupled plasma/mass spectrometry), and gold analysis has been by fire assay with gravimetric finish on a 30gram split.

Quality control measures, including check duplicates and sample standard-assaying are being implemented. A chain of custody review has been completed to ensure the integrity of all sample data. Samples were assayed by Acme Analytical Laboratories, independent of the Company.

The outstanding legal status of the project and the Company's financial condition will further delay the Company’s ability to fund the commencement of Phase Two and the Company’s operations.  The Company plans to fund operations including Phase Two by the sales of shares of the Company’s Common Stock and or Convertible Promissory Notes.  However, in order to do so, the legal status of the Company’s Panamanian project must be resolved.

Panamanian Regulations

The operations being conducted on the Cerro Chorcha project by Cuprum are subject to the supervisory and administrative laws of Panama which govern mining activities. In addition, these activities are governed by the terms and conditions of the exclusive mineral exploration agreement between Cuprum and the Regional Congress of the NoKaibo Region, the Chief of the NoKaibo Region and the Local Congress of the Kanicintti District of the NoKaibo Region as set out above. The major Panamanian statutes applicable to these operations are the "Code of Mineral Resources," the "General Corporation Law" and the "General Environmental Law." The Company is in compliance with all current regulations pursuant to the General Corporation Law and Code of Mineral Resources in Panama.  Other than remining in compliance with such regulations, the Company is not subject to any adverse effects pursuant to the current or probable government regulations.

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Environmental Issues

Although our mineral activities are outside the United States of America and not subject to Federal, state or local provisions regarding discharge of material into the environment, they are subject to all the environmental regulations of their respective locales. However, since our proposed activities for the next several years are exploratory in nature, the effect of the regulations regarding the discharge of materials into the environment will not have a material effect upon the capital expenditures, earnings and competitive position of the Company.

SEC Reporting Obligations

In 2012 and 2016, the Company’s registration of securities was revoked by the Securities and Exchange Commission (“SEC”) due to the Company’s delinquent status of their reporting of its financial information.  In October 2016, the Company filed a Form 10 Registration Statement with the SEC.  The Company anticipates remaining current with its reporting obligations going forward.

Plan of Operations

During the 12-month period commencing February 1, 2017, the Company will concentrate its efforts on the resolution of legal issues of the Panamanian copper project. We believe that it is doubtful that the Company will regain the concession.  If the Company regains the concession, it would seek to resume operations and concentrate on the further exploration of the project. The Company will also continue to evaluate additional mineral acquisitions.  The Company hired outside counsel and on June 18, 2015, entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama.  In October 2016, the Company terminated the LFA and entered into the identical LFA on December 26, 2016.  The LFA signed on December 26, 2016 reflected new counsel selected by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015.  The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs.  In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process.  In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.  The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.  The Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 30, 2016.  The Company is seeking relief in the amount of $268.3 million in the arbitration.

In the event the Company is able to recover the concession in Panama as a form of settlement of the litigation, it would resume exploration work which would require approximately 10,000 meters of drilling at an estimated cost of $6,900,000.  The Company would need to raise approximately $8,000,000 for the exploration work and operations and there can be no assurance that such capital will be available to the Company.

As discussed in this Form 10, the Company does not expect to recover its Mineral Concession from the Republic of Panama through the legal process.  The Company’s proposed operations in the case that the Cerro Chorcha project is not recovered, is to seek out new mining projects.  The Company’s full time operations will consist of exploring and evaluating new and existing mining opportunities throughout the world but preferably in the United States.  The Company shall engage a full time mining consultant or hire a geologist at that time.  As part of exploring the business opportunities the Company will conduct the due diligence necessary to acquire one or more mining projects for the further development of such project.  The Company’s activities in evaluation of other mineral projects and concessions will require additional capital of approximately $500,000 to finance all of its operations through 2017.  There can be no assurance that such capital will be available to the Company.

Competition

In the event we recover the Panama concession, we would face competition from other copper mining and producing companies around the world from companies that are more established and better capitalized.  

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With respect to seeking new mining projects, we also face competition from larger, more established and better capitalized companies seeking profitable projects around the world.

Personnel

The Company presently employs 2 full-time employees. Pinchas Althaus, the Chief Executive Officer, and Diego Roca, the Chief Financial Officer. The Company anticipates hiring additional personnel for administrative and financial functions during the year ending December 31, 2017.

Item 1A. Risk Factors

This Registration Statement contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements". Our ability to do this has been fostered by the Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. In addition, the Company's status as an exploration and development company without any present revenue producing operations increases the risks involved in an investment in the Company. These factors affecting us include, but are not limited to, the following:

PROPOSED OPERATIONS ARE DEPENDENT UPON OUR ABILITY TO RAISE A MATERIAL AMOUNT OF CAPITAL.

We are involved in the business of locating, acquiring, exploring, developing and operating mineral prospects and properties and have no present revenue producing operations. In the event, that we resolve our legal issues in Panama, the Company will require approximately $8,000,000 to resume exploration activities and operations. There is no assurance that the expenditures of these funds will develop any of our mineral prospects to the point they may become revenue producing. The time and capital required for the exploration and development of production from mineral properties are intensive. Even if the results of our exploration and development activities are successful, we may still face material additional capital requirements to be able to achieve economical operations.

WE HAVE NO PRESENT SOURCE OF REVENUE AND ARE DEPENDENT UPON RAISING ADDITIONAL CAPITAL TO FINANCE CONTINUING OPERATIONS.

We have no present source of revenue. We are dependent upon our ability to raise additional capital to finance our operations including our administrative operating costs which are estimated at $500,000 for the 12 months commencing February 1, 2017 .. Under our present program, it will likely be several years before we develop any revenue, even if our mineral exploration program is successful, of which there is no assurance.

THE MINERAL INDUSTRY IS SUBJECT TO INTENSIVE AND INCREASING GOVERNMENTAL REGULATION WHICH MAY ADVERSELY AFFECT OUR OPERATIONS.

All of our mineral operations will be subject to intensive and increasing governmental regulations, including those involving environmental, labor, waste management, environmental restoration, property ownership rights, health and safety matters. The operations to be conducted in Panama on the Cerro Chorcha prospect by Cuprum are subject to the laws of Panama relating to mineral activities and to the terms of the exclusive exploration agreement included as part of the Panamanian mineral concession. See Panamanian Regulations above. Compliance with the applicable regulations, which are only likely to increase in the future, may adversely impact mining operations and their results. Since we will be operating in foreign jurisdictions these adverse effects may be magnified.

WE WILL BE DEPENDENT UPON THE SERVICES OF OTHERS IN OUR MINERAL OPERATIONS.

We will be dependent upon the services of others, including independent third parties in our exploration, development and mining operations. Our activities will be limited to supervision of and raising capital for the mineral activities. This diminished control over daily activities may adversely affect our operations.

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WE HAVE NO PRESENT ESTABLISHED ECONOMIC ORE RESERVES AND NO ASSURANCE WE CAN DEVELOP ANY.

There are no established economic ore reserves on the Cerro Chorcha project. There is no assurance that we will be able to develop any such reserves; or that, if reserves are developed, we will be able to mine them profitability, due to insufficient capital or otherwise.

IF WE DEFINE AN ECONOMIC ORE RESERVE AND ACHIEVE PRODUCTION, IT WILL DECLINE IN THE FUTURE AS AN ORE RESERVE IS A WASTED ASSET.

Our future ore reserve and production, if any, will decline as a result of the exhaustion of reserves and possible closure of any mine that might be developed. Eventually, at some unknown time in the future, all of the economically extractable ore will be removed from the properties, and there will be no ore remaining. This is called depletion of reserves. Ultimately, we must acquire or operate other properties in order to continue as an ongoing business.

MINERAL MARKET PRICES ARE SUBJECT TO FLUCTUATIONS WHICH MAY ADVERSELY EFFECT OUR OPERATIONS.

If we are successful in developing any mineral properties, our ability to operate at a profit will be dependent on the then existing market price of the involved mineral. Declines in the market prices of the involved mineral may render reserves containing relatively low grades of ore uneconomic to exploit, and we may be required to discontinue exploration, development or mining on the properties, or write down our assets. We cannot predict the future market price of minerals and we may not be able to survive in a declining market situation.

WE HAVE NO ASSURANCE THAT WE WILL RECOVER THE CERRO CHORCHA CONCESSION OR RECEIVE ANY MONETARY COMPENSATION.

In March 2013, the Panamanian government passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. The Company will concentrate its efforts on the resolution of this and other legal issues mentioned in this report, of the Panamanian copper prospect in order to resume operations and concentrate on the further exploration of the project. There is no assurance that the Company will be successful in resolving such legal issues and that the Cerro Chorcha Concession Agreement will not be canceled.

WE MAY NOT BE SUCCESSFUL OR RECOVER ANY AMOUNT IN ARBITRATION WITH THE REPUBLIC OF PANAMA.

On March 29, 2016, the Company filed a Request for Arbitration against the Republic of Panama (Panama).  This request was filed with the Secretary-General of the International Centre for Settlement of Investment Disputes (ICSID) under the terms of the U.S.-Panama Bilateral Investment Treaty (the U.S.-Panama BIT).  The Request for Arbitration is the result of the above mentioned longstanding dispute arising from Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession.   

The Request for Arbitration sets forth Dominion’s claims as follows:

·

Panama’s actions amounted to an expropriation of Dominion’s investment within the meaning of Article IV of the U.S.-Panama BIT, as they had the effect of depriving Dominion of all or substantially all of its investment in Cerro Chorcha; and

·

Panama’s actions breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect to its investment in Cerro Chorcha.

There can be no assurance that it will be successful, recover any amount or recover the concession.

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IF WE FAIL IN ARBITRATION THE COMPANY IS UNLIKELY TO BE ABLE TO CONTINUE AS A GOING CONCERN.

While the Company believes that it has a strong case and high likelihood of success, there may be certain risks involved should it ultimately not prevail in the arbitration.  If Panama prevails in the arbitration, the Tribunal is likely to award Panama a significant portion or all of its arbitration costs, which will normally include legal fees, arbitrator fees, and other direct out-of-pocket costs such as hearing venue expenses, witness accommodations, and the like.  As the named party in the dispute, the Company would be liable for any such fees that the Tribunal may award to Panama. In such event, paying such award to Panama would require the Company to raise capital to meet this obligation, of which there can be no assurance as the Company would no longer have a viable project to fund. As a result, a loss in the arbitration would likely result in the Company no longer being a going concern.

THE CERRO CHORCHA PROSPECT IS AN EXPLORATION PROSPECT WITHOUT ESTABLISHED RESERVES.

The Cerro Chorcha property is an exploration prospect without any established reserves. We have relied, in part, on various pre-feasibility studies conducted prior to our acquisition of Cuprum. These are significant risks involved in so relying on results of a pre-feasibility study, including:

● The limited amount of drilling work underlying the study;

● Any process testing done is limited to small pilot plants and/or bench scale testing;

● There are normally difficulties obtaining expected metallurgical recoveries when you are scaling up to production scale from a pilot plant;

● The preliminary nature of the sine and processing concepts;

● The lack of accuracy in preliminary cost estimates;

● The actual metallurgical recoveries made; and

● The history of pre-feasibility studies of typically underestimating "vital" and operating costs.

THE CERRO CHORCHA PROJECT INVOLVES A LARGE EXPLORATION PROPERTY IN AN ISOLATED UNDEVELOPED AREA REQUIRING LARGE TIME EFFORT AND CAPITAL EXPENDITURES.

The Cerro Chorcha property is a large exploration prospect located in an isolated undeveloped area. The exploration program will require the expenditure of large amounts of capital over a period of several years. If the results of the initial exploration work are satisfactory, we will have to build access roads to and on the property to be able to complete the exploration program. If the completed exploration program is successful, we will then be faced with the necessity to complete the planning for the development of the property to the extent necessary to support a final or bankable feasibility study. During this period, we will be subject to the potential adverse impact of factors beyond our control on the project; i.e., the decline in the price of the targeted mineral.

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Item 2. Financial Information

Results of Operations for the three months ended September 30, 2016 and 2015

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the three months ended September 30, 2016 and 2015.

	Three Months Ended		Three Months Ended
	September 30, 2016		September 30, 2015
Statement of Operations
Revenue	$	––	$	––
Net Loss		(161,927)		(155,677)
Net Loss Per Share	$	(0.00)	$	(0.00)

Revenue and Gross Profit

During the three months ended September 30, 2016 and 2015 the Company had no revenue, no costs affiliated with earning revenue and gross profit for the three months ended September 30, 2016 and 2015 was $0.

Operating Expenses

Operating expenses for the three months ended September 30, 2016 and 2015 consisted primarily of compensation to officers of $143,750.  Other operating expenses for the three months ended September 30, 2016 consisted of professional fees and general and administrative expenses of $4,000 and $1,026, respectively. For the three months ended September 30, 2015, professional fees and general and administrative expenses incurred were $0 and $336, respectively.  Operating expenses consisted of office, telephone, internet and supplies expense to support the day to day operations.  

Loss from Operations

Loss from operations for the three months ended September 30, 2016 and 2015 was $148,776 and $144,086, respectively. The loss from operations for the three months ended September 30, 2016 and 2015 were attributable to the professional fees, officer compensation and general and administrative expenses described above of $148.776 and $144,086, respectively.

Net Loss

Net loss for the three months ended September 30, 2016 and 2015 was $161,927 and $155,677, respectively. The net losses were attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into by the Company and various investors.  Interest expense for the three months ended September 30, 2016 and 2015 amounted to $13,151 and $11,591, respectively.  Inflation did not have a material impact on the Company’s operations for the period. Management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Results of Operations for the nine months ended September 30, 2016 and 2015

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the nine months ended September 30, 2016 and 2015.

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	Nine Months Ended		Nine Months Ended
	September 30, 2016		September 30, 2015
Statement of Operations
Revenue	$	––	$	––
Net Loss		(491,849)		(491,568)
Net Loss Per Share	$	(0.00)	$	(0.01)

Revenue and Gross Profit

During the nine months ended September 30, 2016, and 2015 the Company had no revenue, no costs affiliated with earning revenue and gross profit for the nine months ended September 30, 2016 and 2015 was $0.

Operating Expenses

Operating expenses for the nine months ended September 30, 2016 and 2015 consisted primarily of compensation to officers of $431,250.  Other operating expenses for the nine months ended September 30, 2016 consisted of professional fees and general and administrative expenses of $8,500 and $8,206, respectively. For the nine months ended September 30, 2015, professional fees and general and administrative expenses incurred were $13,000 and $12,546, respectively.  Professional fees were incurred primarily for legal, accounting and consulting costs in connection with the company’s effort to resume its reporting obligations to the SEC. Operating expenses consisted of transfer agent expense, office, telephone, internet and supplies expense to support the day to day operations.  

Loss from Operations

Loss from operations for the nine months ended September 30, 2016 and 2015 was $447,956 and $456,796, respectively. The losses for the nine months ended September 30, 2016 and 2015 were attributable to the officer compensation, professional fees and general and administrative expenses described above of $447,956 and $456,796, respectively.

Net Loss

Net loss for the nine months ended September 30, 2016 and 2015 was $491,849 and $491,568, respectively. The net losses were primarily attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into by the Company and various investors.  Interest expense for the nine months ended September 30, 2016 and 2015 amounted to $43,893 and $34,772, respectively.  Inflation did not have a material impact on the Company’s operations for the period. Management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Liquidity and Capital Resources

Cash and Working Capital

As of September 30, 2016, we had a working capital deficit of $6,149,055.  Our current liabilities of $6,149,132 exceeded our current assets of $127.  We had an accumulated deficit of $42,128,284 on September 30, 2016.  

We had a cash balance of $127 and $64 on September 30, 2016 and December 31, 2015, respectively.  Net cash used for operating activities for the nine months ended September 30, 2016 and 2015 was $52,956 and $46,079, respectively. The net loss for the nine months ended September 30, 2016 and 2015 was $491,849 and $491,568, respectively. Cash used in operating activities was for compensation, professional fees and general and administrative expenses.

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Net cash provided by financing activities for the nine months ended September 30, 2016 and 2015 was $53,019 and $46,000, respectively. For the nine months ended September 30, 2016, net cash provided by financing activities consisted of (i) $0 and $46,000 in proceeds from the sale and issuance of common stock, respectively; (ii) $20,000 and $0 from the sale of Convertible Promissory Notes to an investor, respectively; (iii) $49,750 and $0 received from litigation funding contingency, respectively; less repayment of loans from officers of $16,731 and $0, respectively.  For the nine months ended September 30, 2016 and 2015, we had net cash flows of $63 and $(79), respectively.

Results of Operations for the years ended December 31, 2015 and 2014

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the years ended December 31, 2015 and 2014, and the Balance Sheet data of the Company as of December 31, 2015 and 2014.

	Year Ended		Year Ended
	December 31, 2015		December 31, 2014
Statement of Operations
Revenue	$	––	$	––
Net Loss		(641,568)		(688,749)
Net Loss Per Share	$	(0.01)	$	(0.01)
Balance Sheet
Total Assets	$	64	$	79
Total Liabilities		5,657,220		5,061,667
Shareholders’ Deficit		(5,657,156)		(5,061,588)

Revenue and Gross Profit

During the years ended December 31, 2015 and 2014, the Company had no revenue, no costs affiliated with earning revenue and gross profit for the years ended December 31, 2015 and 2014 was $0.

Operating Expenses

Operating expenses for the year ended December 31, 2015 and 2014 consisted primarily of compensation to officers of $575,000.  Other operating expenses for the year ended December 31, 2015 consisted of professional fees and general and administrative expenses of $7,490 and $12,715, respectively. For the year ended December 31, 2014, professional fees and general and administrative expenses incurred were $44,667 and $22,719, respectively.  Professional fees were incurred primarily for legal, accounting and consulting costs in connection with the Company’s effort to resume its reporting obligations to the SEC.  

Loss from Operations

Loss from operations for the year ended December 31, 2015 and 2014 was $595,205 and $642,386, respectively. The losses for the years ended December 31, 2015 and 2014 were primarily attributable to the officer compensation, professional fees and general and administrative expenses described above of $595,205 and $642,386, respectively.

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Net Loss

Net loss for the years ended December 31, 2015 and 2014 was $641,568 and $688,749, respectively. The net losses were primarily attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into by the Company and various investors. Inflation did not have a material impact on the Company’s operations for the period. Management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Liquidity and Capital Resources

Cash and Working Capital

As of December 31, 2015 and 2014, we had a working capital deficit of $5,657,156 and $5,061,588, respectively.  Our current liabilities as of December 31, 2015 and 2014 of $5,657,220 and $5,061,667, respectively, exceeded our current assets as of December 31, 2015 and 2014 of $64 and $79, respectively.  We had an accumulated deficit of $41,636,435 and $40,994,867 on December 31, 2015 and 2014, respectively.  

We had a cash balance of $64 and $79 on December 31, 2015 and 2014, respectively.  Net cash used for operating activities for the year ended December 31, 2015 and 2014 was $57,324 and $101,280, respectively. The net loss for the year ended December 31, 2015 and 2014 was $641,568 and $688,749, respectively. Cash used in operating activities was for compensation, professional fees and general and administrative expenses.

Net cash obtained through all financing activities for the year ended December 31, 2015 and 2014 was $57,309 and $101,359, respectively. This consisted of $46,000 and $11,309 in proceeds from the sale and issuance of common stock and from loans obtained from officers, respectively, during the year ended December 31, 2015 and $100,000 and $1,359 in proceeds from the sale and issuance of common stock and from loans obtained from officers, respectively, during the year ended December 31, 2014.  For the year ended December 31, 2015 and 2014, we had net cash flows of $(15) and $79, respectively.

Financings and Sources of Liquidity

For the years ended December 31, 2015 and 2014, we sold 3,066,667 and 10,000,000 shares of the Company’s common stock to an investor for $46,000 and $100,000, respectively.

Over the next 12 months, we plan to continue to fund our operations through the sale of common stock, common stock warrants, convertible promissory notes or a combination thereof.

Convertible Promissory Note in Default

On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with a term of one year and an exercise price of $0.15 per share for a total purchase price of $2,000,000.  

The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

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The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $34,209 for the nine months ended September 30, 2016 and 2015. As of September 30, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,311,759 and $2,277,550, respectively.

Item 3. Description of Property.

The Company has no material physical properties and no assets. 

Our present office facilities consist of an office share arrangement at 410 Park Avenue, 15th Floor, New York, New York 10022. As our activities expand, we will lease appropriate space in the New York City area for our administrative offices.

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Item 4. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities as of December 12, 2016:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Ownership Percent of Class		Voting Rights Percent of Class
Series A	Pinchas Althaus	100 shares		(2)		50%	50%
Preferred Stock(1)	17 State Street, Suite 4000
	New York, NY   10004
Series A	Investment Group(3)	100 Shares		(4)		50%	50%
Preferred Stock(1)	17 State Street, Suite 4000
	New York, NY  10004
Common Stock	Pinchas Althaus		8,750,000	(2)		8.79%	41.75%
	17 State Street, Suite 4000
	New York, NY   10004
Common Stock	Investment Group(3)		25,916,090	(4)		26.04%	45.21%
	17 State Street, Suite 4000
	New York, NY  10004
Common Stock	Michael Bernard Silver		13,066,667	(5)		13.13%	13.13%
	100 Westminister Bridge Road
	London, UK SE1 7XB

(1)	The Series A Preferred Stock consists of 200 shares which as a class has the right to vote 80% of all votes to be cast on any matter by the combined outstanding Series A Preferred Stock and Common Stock.
(2)	Owned of record and beneficially.
(3)	The members of the Investment Group and the percentage ownership of each member in the total holdings of the Investment Group are as follows:

(a)	Reytalon Ltd., an Israeli corporation – 30%; Avi Schnur, who had no prior relationship with the Company is the control person of Reytalon, Ltd.;
(b)	Talromit Financial Holdings, Ltd., an Israeli corporation – 10%; Yosef Greenfeld, who had no prior relationship with the Company is the control person of Talromit Financial Holdings, Ltd.

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(c)	Grantsville Investments Limited (BVI), a British Virgin Islands corporation – 20%; James Lasry, who had no prior relationship with the Company is the control person of Grantsville Investments Limited;
(d)	Graceville, Ltd., an Israeli corporation – 20%; Alexander Reisman, who had no prior relationship with the Company is the control person of Graceville, Ltd.; and
(e)	ACC Holding International Ltd., a British Virgin Islands corporation – 20%.  Chaim Lebovits, a director of the Company is the control person of ACC Holding International, Ltd.

(4) Owned of record and beneficially by each member in (3) immediately above.

(5) Includes shares beneficially owned by Mr. Silver individually, 1,000,000 shares, through Mr. Silver’s ownership interest in (i)Project Global Investments, Ltd., 2,066,667 shares; (ii)Advance Conveyors PTY Ltd., 5,000,000 shares; (iii)Fair Choice Ltd., 5,000,000 shares and their ownership of the common stock of the Company.

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of December 12, 2016:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Ownership Percent of Class		Voting Rights Percent of Class
Series A	Pinchas Althaus	100 shares				50%	50%
Preferred Stock(1)	410 Park Avenue, 15th Floor
	New York, NY  10022
Series A	Chaim Lebovits	20 Shares		(1)		10%	10%
Preferred Stock(1)	410 Park Avenue, 15th Floor
	New York, New York 10022
Common Stock	Pinchas Althaus		8,750,000			8.79%	41.75%
	410 Park Avenue, 15th Floor
	New York, NY  10022
Common Stock	Chaim Lebovits		6,383,218	(1)		6.41%	9.28%
	410 Park Avenue, 15th Floor
	New York, New York 10022
Common Stock	Diego Roca		3,550,000			3.57%	3.57%
	410 Park Avenue, 15th Floor
	New York, NY 10022
Common Stock	All Officers and Directors of		18,683,218			18.77%	54.60%
	The Company as a Group (5
	Persons)

(1) Includes shares beneficially owned through Mr. Lebovits’ ownership interests in ACC Holdings International Ltd’s ownership of the common stock of the Company.

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Item 5. Directors, Executive Officers and Significant Employees.

The following table sets forth information regarding the directors and executive officers of the Company.

Name	Age	Position
Pinchas Althaus	42	President, Chief Executive Officer and Director
Diego Roca	49	Executive Vice-President, Chief Financial Officer, Treasurer, and Director
Chaim Lebovits	44	Director
Chaim Schiff	42	Director

Pinchas Althaus has served as a director and as the President of the Nevada Subsidiary since March of 2006. He has been a director and President of the Company since February of 2007. From October 2004 to April of 2006 he was employed as the Chief Operating Officer for Golden River Resources, a mining and mineral exploration company of Melbourne, Australia. From February through October of 2004, he was employed as the Director of Business Development for Golden River Resources. From February of 2003 through December of 2003, he served as the Director of Business Development for Tahera Diamond Corporation of Toronto, Canada. From February of 2000 to February of 2003, he was the Director for Business Development for Ambient Corp. Mr. Althaus attended the Rabbinical College of Israel from which he received Rabbinical Certification in 1994.  Mr. Althaus’ prior experience in the mining sector and his role as a founder of the current Company earned him the position as a director of the Company.

Diego E. Roca served as a director and the Chief Financial Officer, Executive Vice President and Treasurer of the Nevada Subsidiary from May of 2006 on a part-time basis. In March of 2007, he assumed these positions on a full-time basis for the Company and the Nevada Subsidiary. He has over 15 years of experience in financial management, operations, public (SEC) filings, cash management and internal controls including 9 years ending in 2004 with Digitec 2000, Inc. There he began as Digitec's Controller, progressing to Chief Operating Officer and Senior Vice President and Chief Financial Officer. From November 2004 until February 2007, Mr. Roca served as a consultant to various companies, including working with Empire Minerals on a part-time basis. He was the Chief Executive Officer and a Director of Trimax Corp. for the month of July 2004 and he was the Chief Financial Officer and a Director of Codesmart Holdings, Inc. from October 31, 2013 to April 23, 2014. Mr. Roca received a Bachelor of Science degree in Accounting from Queens College in 1991.  Mr. Roca’s experience as a financial manager and administrator in publicly traded companies earned him the position as a director in the Company.

Chaim Lebovits has served as the Company’s President and a director since July 30, 2008.  For over a decade, Mr. Lebovits has been in the business of mining and natural resource management in Africa.  In December 2005, Mr. Lebovits, founded ACC Holdings International. ACC Holdings is a company which has been involved actively in offshore E&P projects in West Africa and Israel. Mr. Lebovits has served on the board of several oil and gas companies including Rialto Energy and Shemen Oil and Gas Resources, both of which are public companies.  ACC Holdings is also involved in real estate projects and is the controlling shareholder in Brainstorm Cell Therapeutics, a biotechnology company.  Mr. Lebovits’ experience in the mining sector including his leadership roles in prior positions held in the mining sector earned him the position as a director of the Company.

Chaim Schiff has served as a board member of the Company since 2010. Mr. Schiff is an Executive Vice President at ACC Holdings since 2008 and has served as a member of the board of directors of Shemen Oil and Gas Resources, an Israeli public company. Prior to joining ACC Holdings, Mr. Schiff was a partner at Ickovics, Neustadter & Co., a Tel Aviv boutique law firm. There are no family relationships between any of the directors, officers or significant employees.  Mr. Schiff’s prior experience as an administrator and legal advisor to Mr. Lebovits and the firms Mr. Lebovits managed earned him the position as director of the Company.

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Item 6. Executive Compensation.

The following table sets forth the remuneration earned during the years ended December 31, 2015 and December 31, 2014 to persons who were during that year or now are officers and directors of the Company by the Company and/or any of its subsidiaries. Due to the Company’s financial condition, Mr. Althaus, Mr. Roca and the Company mutually agreed to defer compensation until the Company’s financial condition improves.  The footnote below the table provides a reconciliation of amounts earned to amounts received by the two executive officers of the Company.

Name and  Principal Position	Year		Salary (1)  ($)		Bonus  ($)		Stock  Awards  ($)		Option  Awards  ($)		Non-Equity  Incentive  Plan  Compensation  ($)		Non-  Qualified  Deferred  Compensation  Earnings  ($)		All Other  Compensation ($)		Totals (1) ($)
Pinchas Althaus Chief Executive Officer		2014 2015		$350,000 350,000		- -		- -		- -		- -		- -		- -	$350,000 350,000
Diego E. Roca Chief Financial Officer		2014 2015		$225,000 225,000		- -		- -		- -		- -		- -		- -	$225,000 225,000

(1)

Includes deferred amounts of $330,000 and $330,500 for Mr. Althaus for the years ended 2015 and 2014, respectively.  Actual remuneration received by Mr. Althaus for the years ended 2015 and 2014 are $20,000 and $19,500, respectively.

Includes deferred amounts of $184,020 and $224,359 for Mr. Roca for the years ended 2015 and 2014, respectively.  Actual remuneration received by Mr. Roca for the years ended 2015 and 2014 are $40,980 and $641, respectively.

Employment Agreements

On December 1, 2007, the Company and Pinchas Althaus entered into an Employment Agreement, whereby Mr. Althaus was employed as Chief Executive Officer and Chairman of the Board of Directors for a term of four years, with one-year automatic renewal terms. Mr. Althaus is entitled to compensation of $350,000 per year for base salary and an annual bonus to be determined at the discretion of the Board of Directors.  Mr. Althaus and the Company have mutually agreed to defer any unpaid portion of salaries until the Company’s financial condition allows for salaries due pursuant to the Employment Agreement can be paid.

On December 1, 2007, the Company and Diego E. Roca entered into an Employment Agreement, whereby Mr. Roca was employed as Chief Financial Officer, Executive Vice President and Director for a term of three years, with one-year automatic renewal terms. Mr. Roca is entitled to compensation of $225,000 per year for base salary and an annual bonus to be determined at the discretion of the Board of Directors.  Mr. Roca and the Company have mutually agreed to defer any unpaid portion of salaries until the Company’s financial condition allows for salaries due pursuant to the Employment Agreement can be paid.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Information is set forth in this Item as to any transaction during the three years ended September 30, 2016 to which the Company or its subsidiaries was a party and in which any officer, director of the Company or any holder of more than 10% of any class of its stock had or is to have a material interest.

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During the period beginning January 1, 2013 to the year ended December 31, 2015, the Chief Executive Officer and the Chief Financial Officer made loans to the Company in the amount of $4,033 and $12,698, respectively.  During the nine months ended September 30, 2016, the Company repaid the total amount of the loans.  

Item 8. Legal Proceedings.

Neither the Company or the Nevada Subsidiary nor any of their property is a party or subject to any pending legal proceeding. The Company is not aware of any contemplated or threatened legal proceeding against it or the Nevada Subsidiary by any governmental authority or other party.

As discussed in our proposed operations section above, on December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the U.S.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”).  As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, the Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 30, 2016.  The Company is seeking relief in the amount of $268.3 million in the arbitration.  There can be no assurance that it will be successful or recover any amount.  

The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession.  Cuprum owns the exploration rights to the Cerro Chorcha concession.  As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. In October 2016, the Company terminated the LFA and entered into the identical LFA on December 26, 2016.  The LFA signed on December 26, 2016 reflected new counsel selected by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015.  The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs.  In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process.  In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.  The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.

Item 9. Market Price of and Dividends on the Company's Equity and Related Shareholder Matters.

The Company's common stock is currently not quoted. Therefore, there has been no trading activity of the Company’s common stock for the periods included in the table below.

The number of record holders of our common stock at October 20, 2016 was 137. Additional owners of the common stock hold their shares in street name with a brokerage firm and a depository firm.

The holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors out of funds legally available, and after payment of adequate provisions for the payment of preferential dividends due on any then outstanding preferred stock. We have never had any material earnings and do not presently have any

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capacity to generate any such earnings. We have never declared any dividends. We do not anticipate declaring and paying any cash dividends in the foreseeable future.

Item 10. Recent Sales of Unregistered Securities.

The following are the Company’s sales of unregistered securities since February 22, 2014:

1.(a) On February 22, 2014 the Company sold 10,000,000 shares of its common stock.

(b) No person acted as a principal underwriter for the sale of these securities. The Company's common stock was offered directly by the Company through its officers and directors. The common stock was sold to five "accredited investors."

(c) The 10,000,000 shares were sold for cash at $0.01 per share for a total of $100,000. No underwriting discounts, commissions or acquisition costs were paid on the sale.

(d) In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act provided in Section 4(2) of the Securities Act and by Regulation D adopted under the Securities Act. These shares were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the certificates issued to represent the shares.

2.(a) On January 15, 2015 the Company sold 3,066,667 shares of its common stock.

(b) No person acted as a principal underwriter for the sale of these securities. The Company's common stock was offered directly by the Company through its officers and directors. The common stock was sold to five "accredited investors."

(c) The 3,066,667 shares were sold for cash at $0.015 per share for a total of $46,000. No underwriting discounts, commissions or acquisition costs were paid on the sale.

(d) In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act provided in Section 4(2) of the Securities Act and by Regulation D adopted under the Securities Act. These shares were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the certificates issued to represent the shares.

Item 11. Description of the Company's Securities.

The authorized and outstanding capital of the Company consists of 700,000,000 shares of $.0001 par value common stock and 5,000,000 shares of $.0001 par value preferred stock. As of October 20, 2016, there were 99,512,345 outstanding shares of common stock and 200 shares of Series A, preferred stock, outstanding.

Under applicable Delaware law and its Articles of Incorporation, the Company's Board of Directors may issue additional shares of its stock up to the total amount of authorized Common and/or Preferred Stock without approval of its shareholders.

Information is set forth in the following subsections concerning the common stock, the preferred stock and outstanding options, warrants, subscriptions and rights to purchase shares of its common stock in general.

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Common Stock

The shares of common stock currently outstanding are fully paid and non-assessable. The holders of common stock do not have any preemptive rights to acquire shares of any capital stock of the Company. In the event of liquidation of the Company, assets then legally available for distribution to the holders of common stock (assets remaining after payment or provision for payment of all debts and of all preferential liquidation payments to holders of any outstanding Preferred Stock) will be distributed in pro rata shares among the holders of common stock and the holders of any outstanding Preferred Stock with liquidation participation rights in proportion to their stock holdings.

Each stockholder is entitled to one vote for each share of common stock held by such shareholder.

Holders of common stock are entitled to dividends when, and if, declared by the Board of Directors out of funds legally available therefore; and then, only after all preferential dividends have been paid on any outstanding Preferred Stock. The Company has not had any earnings and it does not presently contemplate the payment of any cash dividends in the foreseeable future.

The Company's common stock does not have any mandatory redemptive provisions, sinking fund provisions or conversion rights.

Preferred Stock in General

The preferred stock of the Company may be issued from time to time by the board of directors in one or more series. The description of shares of each series of preferred stock will be set forth in resolutions adopted by the board of directors and a Certificate of Designation to be filed as required by Delaware law prior to issuance of any shares of the series. The Certificate of Designation will set the number of shares to be included in each series of preferred stock and set the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distribution, qualifications, or terms and conditions of redemption relating to the shares of each series. However, the board of directors is not authorized to change the right of the common stock to vote one vote per share on all matters submitted for shareholder action. The authority of the board of directors with respect to each series of preferred stock includes, but is not limited to, setting or changing the following:

● The designation of the series and the number of shares constituting the series, provided that the aggregate number of shares constituting all series of preferred stock may not exceed 5,000,000;

● The annual distribution rate on shares of the series, whether distributions will be cumulative and, if so, from which date or dates;

● Whether the shares of the series will be redeemable and, if so, the terms and conditions of redemption, including the date or dates upon and after which the shares will be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

● The obligation, if any, of the Company to redeem or repurchase shares of the series pursuant to a sinking fund;

● Whether shares of the series will be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

● Whether the shares of the series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of the voting rights;

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● The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company; and

● Any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the series which may be authorized or permitted under Delaware law.

The shares of preferred stock of any one series will be identical with each other in all other respects except as to the dates from and after which dividends thereon will cumulate, if the dividend is cumulative.

Currently, the Company has designated Series A, preferred stock. The Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows:

● The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter;

● The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company;

● The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors;

● Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and

Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

Outstanding Options, Warrants or Subscriptions.

The Company has four outstanding Convertible Promissory Notes in total principal amount of $75,000 that are convertible at the option of the holder into a total of 7.5% of the total shares issued and outstanding of the Company’s common stock, on or prior to their respective maturity dates.

The Company has one outstanding Convertible Promissory Note, which as of September 30, 2016, had a balance in the amount of $2,311,759, which included principal and interest and was convertible at a rate of $0.15 per share. The maturity date of the Note was November 29, 2010 and the right to convert the Note by the investor expired on the date of maturity. The Note is currently in default. The Company has claimed a “force majeure” pursuant to the terms of the Note, due to the series of events which transpired in the republic of Panama.

The Company has one outstanding Convertible Promissory Note, which as of September 30, 2016, had a balance in the amount of $27,560, which included principal and interest and was convertible at a rate of $0.015 per share. The maturity date of the Note was October 1, 2016.  The Noteholder has exercised its option to convert the Note and the Company is in the process of issuing a total of 1,837,333 of the Company’s common stock to the Noteholder.  All of the shares to be issued upon conversion of any of the above notes will be issued as "restricted securities" as defined under the Securities Act of 1933, as amended ("Securities Act").

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Item 12. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware provides:

"(a) A corporation shall have 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person 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 the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person 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 the person's 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 the person 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 reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have 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 the person 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 (inc1uding attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim. issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the ease, such person is fairly and reasonably entitled to indemnity for such expenses, which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claims, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection A (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

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(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined, that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation, as a director, officer. employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation it its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall; unless otherwise provided when authorized, or ratified, continues to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."

Article Eight of the Company's Amended and Restated Certificate of Incorporation provides:

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"EIGHT

The Corporation shall, to the fullest extent permitted by the DGCL (including, without limitation, Section 145 thereof), as the same entity be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under the DGCL. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seek indemnification may be entitled whether as a matter of law, under any bylaw of the Corporation, by agreement, by vote of stockholders or disinterested directors of the Corporation or otherwise."

ARTICLE VI of the Company's Bylaws provides:

"ARTICLE VI

Indemnification of Directors and Officers

Section 1. General. The Corporation shall 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 (other than an action by or in the right of the Corporation) 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 attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner 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 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 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 reasonable cause to believe that his conduct was unlawful.

Section 2. Derivative Actions. The Corporation shall 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, 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 in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable or negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Indemnification in Certain Cases. 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 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

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Section 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall 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 because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (e) by the stockholders.

Section 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6. Rights Not Exclusive. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his 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, executors and administrators of such a person.

Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8. Definition of Corporation. For the purposes of this Article VI, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a, director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another, corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9. Definitions. For purposes of this Article VI, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VI."

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Issuer pursuant to the foregoing provisions. The Issuer has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is therefore unenforceable.

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Item 13 Financial Statements and Supplementary Data

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS
					SEPTEMBER 30,		DECEMBER 31,
					2016		2015
					(Unaudited)
	Cash and cash equivalents			$ 127		$ 64
			Total assets	$ 127		$ 64
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accrued liabilities			$ 74,935		$ 81,434
	Convertible note payable and interest			2,418,317		2,354,425
	Loans from officers			-		16,731
	Compensation due to officers			3,606,130		3,204,630
	Litigation contingency payable			49,750		-
		Total current liabilities		6,149,132		5,657,220
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
	Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized;
		200 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		-		-
	Common stock, $0.0001 par value; 700,000,000 shares authorized
		99,512,345 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		9,952		9,952
	Additional paid-in capital			35,969,327		35,969,327
	Retained deficit			(42,128,284)		(41,636,435)
		Total shareholders' deficit		(6,149,005)		(5,657,156)
		Total liabilities and shareholders' deficit		$ 127		$ 64

The accompanying notes are an integral part of these consolidated financial statements.

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DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the nine months ended	For the nine months ended	For the three months ended	For the three months ended
	September 30,	September 30,	September 30,	September 30,
	2016	2015	2016	2015
REVENUE	$ -	$ -	$ -	$ -
COST OF SALES	-	-	-	-
GROSS PROFIT	-	-	-	-
PROFESSIONAL FEES	8,500	13,000	4,000	-
OFFICER COMPENSATION	431,250	431,250	143,750	143,750
GENERAL AND ADMINISTRATIVE EXPENSES	8,207	12,546	1,026	336
LOSS FROM OPERATIONS	(447,957)	(456,796)	(148,776)	(144,086)
OTHER (EXPENSE) INCOME:
Interest expense, net	(43,892)	(34,772)	(13,151)	(11,591)
Total other expense, net	(43,892)	(34,772)	(13,151)	(11,591)
LOSS BEFORE PROVISION FOR INCOME TAXES	(491,849)	(491,568)	(161,927)	(155,677)
PROVISION FOR INCOME TAXES	-	-	-	-
NET LOSS	(491,849)	(491,568)	(161,927)	(155,677)
LOSS PER SHARE
Basic and diluted loss per share	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.00)
Basic and diluted weighted average number of common shares	99,512,345	96,445,678	99,512,345	96,445,678

The accompanying notes are an integral part of these consolidated financial statements.

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DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

					For the nine months ended	For the nine months ended
					September 30,	September 30,
					2016	2015
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$ (491,849)	$ (491,568)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
			Interest		43,892	34,772
	Changes in operating assets and liabilities:
			Accrued liabilities		(6,499)	(392)
			Compensation due to officers		401,500	411,109
				Net cash used in operating activities	(52,956)	(46,079)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment of officer loans				(16,731)	-
	Proceeds from convertible note				20,000	-
	Proceeds from litigation contingency payable				49,750	-
	Proceeds from sales of shares of Common Stock				-	46,000
				Net cash provided by financing activities	53,019	46,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					63	(79)
CASH AND CASH EQUIVALENTS, beginning of the period					64	79
CASH AND CASH EQUIVALENTS, end of period					$ 127	$ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the year:
	Interest paid				$ -	$ -
	Income tax paid				$ -	$ -

The accompanying notes are an integral part of these consolidated financial statements.

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1. Nature of Business and Significant Accounting Policies

a. Nature of business – Dominion Minerals Corp. (“Company”) was incorporated January 4, 1996, under the laws of the state of Delaware. The Company is engaged in the exploration of precious and base metals including gold and copper. The current potential property under exploration is located in the Republic of Panama (“Panama”).

From September 2005 to November 2007, the Company changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp.

b. Basis of presentation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.

The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries' focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations.

Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.

c. Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The significant estimates made in the preparation of the Company’s consolidated financial statements relate to the fair value of various accruals.  Actual results could differ from those estimates.

d. Cash and cash equivalents – For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with original maturities of three months or less. The Company has a cash balance of $127 and $64 as of September 30, 2016 and December 31, 2015, respectively, which is included in cash and cash equivalents.

e. Concentration of risk – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company maintains cash deposits in financial institutions that do not exceed the amounts insured by the U.S. government. As of September 30, 2016 and December 31, 2015, the Company’s bank balances did not exceed government-insured limits.

The Company has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

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f. Net loss per share – In accordance with ASC 260, Earnings Per Share, basic earnings/loss per common share (“EPS”) is computed by dividing net earnings/loss for the period by the weighted average number of common shares outstanding during the period. Under ASC 260, diluted earnings/loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and dilutive.

g. Income Taxes – The Company provides for income taxes under ASC 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using the enacted income tax rate expected to apply to taxable income in the period in which the deferred tax assets or liabilities are expected to be settled or realized. ASC 740 requires that a valuation allowance be established if necessary, to reduce the deferred tax assets to the amount that management believes is more likely than not to be realized. The provision for federal income tax differs from that computed amount by applying federal statutory rates to income before federal income tax expense mainly due to expenses that are not deductible and income that is not taxable for federal income taxes, including permanent differences such as non-deductible meals and entertainment.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

h. Stock-based compensation – The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period.

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model. That value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods.

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i. Recently Issued Accounting Pronouncements - The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

2. Going Concern

The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $42,128,284 and $41,636,435 as of September 30, 2016 and December 31, 2015, respectively, and has insufficient sources of cash to execute its business plan, raising substantial doubt about its ability to continue as a going concern. In response to these conditions, management is continuing to seek both debt and equity financing from various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the accompanying consolidated financial statements as a result of this uncertainty.

3. Long term investment

Cuprum Resources Corp. (“Cuprum”) – In March 2007, the Company, Bellhaven Copper & Gold, Inc. (“Bellhaven”) and Cuprum entered into an Exploration Development Agreement (“Agreement”). The Agreement grants the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum, the holder of a Mineral Concession from Panama on a copper prospect located in Panama. The Agreement calls for the Company to pay Cuprum or Bellhaven $2,000,000 in annual installments of $500,000 each beginning in March 2007, issue Bellhaven 4,000,000 shares of the Company’s common stock under an escrow agreement and further cash investments totaling $15,000,000 to be used in exploration and development work on the copper prospect underlying Cuprum’s Mineral Concession. Currently, the Company owns less than 20% of Cuprum and therefore, has recorded this investment option under the cost method of accounting for investments. As of March 31, 2009, the Company made its first two cash installment payments of $500,000, invested another $5,600,267 which was used for the exploration and development work, and issued 4,000,000 shares of common stock at $0.50 per share, or $2,000,000. Accordingly, as of March 31, 2009, the Company reflected $8,600,401 as investments in their consolidated balance sheet, which includes the $5,600,267 incurred in the exploration and development work. The exploration and development work relates to project costs for the period. The project costs include drilling, general geology, camp, mobilization, geophysics, land administration, assays and shipping, helicopter, office, and management expenses. These costs have been capitalized by the Company as part of the Company’s option to acquire up to 75% interest in Cuprum, as per the Agreement. In accordance with the Agreement, the Company was to have contributed approximately $9,000,000 by the second anniversary of the Agreement, and by March 31, 2009, that milestone had not been reached. Therefore, as of March 31, 2009, in accordance with the Agreement, the Company did not own any direct interest in Cuprum.

On April 14, 2009, the Company and Bellhaven executed a stock purchase agreement (“SPA”) whereby the Company acquired 100% interest in Cuprum for $1,500,000 in cash and 2,000,000 shares of common stock. Further, as per the SPA, Bellhaven will transfer all of the issued and outstanding shares of Cuprum currently owned by Bellhaven to the Company. In addition, all previous payments made by the Company to Bellhaven for the exploration and development work under the terms of the Agreement, and the issuance of 4,000,000 shares to Bellhaven, are included as part of the consideration for the transaction. The transaction was recorded utilizing the Investment method of accounting. Accordingly, the Company recorded an additional $1,720,000 as an Investment in Cuprum.

From April 2009 to April 2010, the Company incurred additional projects costs in the amount of $1,093,802. As of April 30, 2010, the Company reflected a total of $11,414,203 as an investment in the Panamanian subsidiary.

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On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $34,209 for the nine months ended September 30, 2016 and 2015. As of September 30, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,311,759 and $2,277,550, respectively.

In March 2013, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

4. Convertible Note Payable and Short Term Loan

a. On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000.

The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

Warrants to purchase shares of Common Stock expired one year from the closing of the Note.

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $34,209 and $45,613 for the nine months ended September 30, 2016 and the year ended December 31, 2015. As of September 30, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,311,759 and $2,277,550, respectively.

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b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Company’s common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Company’s common stock.  The Company incurred interest expense in the amounts of $563 for the nine months ended September 30, 2016 and 2015. As of September 30, 2016 and December 31, 2015, the total amounts due for the Convertible Promissory Notes is $77,438 and $76,875, respectively.

c.

On April 1, 2016, the Company sold a Convertible Promissory Note (“Convertible Promissory Note”) in the amount of $26,000 with an Original Issue Discount of $6,000, which was recorded as an interest expense. The Convertible Promissory Note was payable in 6 months, bearing interest at a rate of 24% annum for the term of the note. The Holder of the Convertible Promissory Note may convert the combined principal and accumulated interest amount of the Convertible Promissory Note for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock.  The Company incurred interest expense in the amount of $3,120 for the nine months ended September 30, 2016. As of September 30, 2016, the total amounts due for the Convertible Promissory Note is $29,120.

5.

Contingent Liability On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited (“Therium”), to fund its litigation against the Republic of Panama.   ..  In October 2016, the Company terminated the LFA and entered into the identical LFA on December 26, 2016.  The LFA signed on December 26, 2016 reflected new counsel selected by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015.  The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs.  In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process.  In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.  The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.  In addition to the litigation costs funded, Therium has directly funded the Company certain operating expenses which shall be repaid under the same terms as the litigation costs funded by Therium.  The Company has recorded such advances as a Contingent Liability.  For the nine months ended September 30, 2016, Therium advanced the Company $49,750 for operating expenses which the Company recorded as a Contingent Liability.

6. Shareholders’ equity

The Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of September 30, 2016 and December 31, 2015, the Company has 99,512,345 shares of common stock outstanding and 200 shares of Series A preferred stock outstanding.  During the nine months ended September 30, 2016 and the year ended December 31, 2015, the Company sold 0 and 3,066,667 shares of common stock, respectively.

The Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows:

● The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter;

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● The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company;

● The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors;

● Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and

Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

7. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016		December 31, 2015
Net operating loss	$	491,849	$	641,568
Adjustment for unpaid accrued salaries		(401,500)		(554,859)
Adjusted net operating loss		90,349		86,709
Effective income tax rate		40%		40%
Total deferred tax assets		36,140		34,684
Less: valuation allowance		(36,140)		(34,684)
Total deferred tax assets		-	$	-

The Company’s deferred tax assets as of September 30, 2016 and December 31, 2015 of $16,850,690 and $16,654,574, respectively, was fully offset by a valuation allowance, resulting in net deferred tax assets of $0 because of the uncertainty of the Company’s ability to utilize the net operating loss carry-forward against future earnings.

The reconciliation of the effective income tax rate to the federal statutory rate for the period ended September 30, 2016 and December 31, 2015 is as follows:

	2016		2015
Federal income tax rate		34%		34%
State tax, net of federal benefit		6%		6%
Increase in valuation allowance		(40)%		(40)%
Effective income tax rate		-%		-%

The deferred tax assets result from net operating loss carry-forwards. These assets will therefore reverse either upon their utilization against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through 2036.

The Company’s last tax return submitted was for the year ended December 31, 2007. The Company‘s tax returns for the years ended December 31, 2008 through 2015 are open for examination by the tax federal and state tax authorities.

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8. Commitments and contingencies – On December 1, 2007, the Company entered into Employment Agreements with its Chief Executive Officer and its Chief Financial Officer. The agreements have terms of five years and three years, respectively. The agreements are automatically renewed for one-year term unless the Company or Executive gives 90 days prior written notice to terminate the agreement.

9.

Legal Proceedings - On December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the US.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”).  As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 30, 2016.  The Company is seeking relief in the amount of $268.3 million in the arbitration.  There can be no assurance that it will be successful or recover any amount.

The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession.  Cuprum owns the exploration rights to the Cerro Chorcha concession.  As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama.   In October 2016, the Company terminated the LFA and entered into the identical LFA on December 26, 2016.  The LFA signed on December 26, 2016 reflected new counsel selected by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015.  The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs.  In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process.  In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.  The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.

10.	Subsequent Events
	For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued. There are no such subsequent events to report.

43

Heaton & Company, PLLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Dominion Minerals Corp.

We have audited the accompanying balance sheet of Dominion Minerals Corp. (the Company) as of December 31, 2015 and 2014, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended. 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 of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the financial statements referred to above present fairly, in all material respects, the financial position of Dominion Minerals Corp. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Heaton & Company, PLLC

Farmington, Utah

June 13, 2016

44

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS
					DECEMBER 31,		DECEMBER 31,
					2015		2014
	Cash and cash equivalents			$ 64		$ 79
			Total assets	$ 64		$ 79
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accrued liabilities			$ 81,434		$ 98,412
	Convertible note payable and interest			2,354,425		2,308,062
	Loans from officers			16,731		5,422
	Compensation due to officers			3,204,630		2,649,771
		Total current liabilities		5,657,220		5,061,667
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
	Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized;
		200 shares issued and outstanding as of December 31, 2015 and 2014		-		-
	Common stock, $0.0001 par value; 700,000,000 shares authorized
		99,512,345 and 96,445,678 issued and outstanding as of December 31, 2015 and 2014, respectively		9,952		9,645
	Additional paid-in capital			35,969,327		35,923,634
	Retained deficit			(41,636,435)		(40,994,867)
		Total shareholders' deficit		(5,657,156)		(5,061,588)
		Total liabilities and shareholders' deficit		$ 64		$ 79

The accompanying notes are an integral part of these consolidated financial statements.

45

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year	For the year
	ended	ended
	December 31,	December 31,
	2015	2014
REVENUE	$ -	$ -
COST OF SALES	-	-
GROSS PROFIT	-	-
PROFESSIONAL FEES	7,490	44,667
OFFICER COMPENSATION	575,000	575,000
GENERAL AND ADMINISTRATIVE EXPENSES	12,715	22,719
LOSS FROM OPERATIONS	(595,205)	(642,386)
OTHER (EXPENSE) INCOME:
Interest expense, net	(46,363)	(46,363)
Total other expense, net	(46,363)	(46,363)
LOSS BEFORE PROVISION FOR INCOME TAXES	(641,568)	(688,749)
PROVISION FOR INCOME TAXES	-	-
NET LOSS	(641,568)	(688,749)
LOSS PER SHARE
Basic and diluted loss per share	$ (0.01)	$ (0.01)
Basic and diluted weighted average number of common shares	98,972,436	93,968,720

The accompanying notes are an integral part of these consolidated financial statements.

46

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

					ADDITIONAL		TOTAL
	PREFERRED STOCK		COMMON STOCK		PAID-IN	ACCUMULATED	SHAREHOLDERS'
	SHARES	PAR	SHARES	PAR	CAPITAL	DEFICIT	EQUITY
Balance, December 31, 2013	200	$ -	86,445,678	$ 8,645	$ 35,824,634	$ (40,306,118)	$ (4,472,839)
Issuance of Common Stock @ $0.01	-	-	10,000,000	1,000	99,000	-	100,000
Net loss	-	-	-	-	-	(688,749)	(688,749)
Balance, December 31, 2014	200	-	96,445,678	9,645	35,923,634	(40,994,867)	(5,061,588)
Issuance of Common Stock @ $0.01	-	-	3,066,667	307	45,693	-	46,000
Net loss	-	-	-	-	-	(641,568)	(681,560)
Balance, December 31, 2015	200	$ -	99,512,345	$ 9,952	$ 35,969,327	$ (41,636,435)	$ (5,657,156)

The accompanying notes are an integral part of these consolidated financial statements.

47

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

					For the year	For the year
					ended	ended
					December 31,	December 31,
					2015	2014
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$ (641,568)	$ (688,749)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
			Interest		46,363	46,363
	Changes in operating assets and liabilities:
			Accrued liabilities		(16,978)	27,086
			Compensation due to officers		554,859	514,020
				Net cash used in operating activities	(57,324)	(101,280)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from officer loans				11,309	1,359
	Proceeds from sales of shares of Common Stock				46,000	100,000
				Net cash provided by financing activities	57,309	101,359
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(15)	79
CASH AND CASH EQUIVALENTS, beginning of the period					79	-
CASH AND CASH EQUIVALENTS, end of period					$ 64	$ 79
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the year:
	Interest paid				$ -	$ -
	Income tax paid				$ -	$ -

The accompanying notes are an integral part of these consolidated financial statements.

48

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

1. Nature of Business and Significant Accounting Policies

a. Nature of business – Dominion Minerals Corp. (“Company”) was incorporated January 4, 1996, under the laws of the state of Delaware. The Company is engaged in the exploration of precious and base metals including gold and copper. The current potential property under exploration is located in the Republic of Panama (“Panama”).

From September 2005 to November 2007, the Company changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp.

b. Basis of presentation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.

The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries' focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations.

Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.

c. Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The significant estimates made in the preparation of the Company’s consolidated financial statements relate to the fair value of various accruals.  Actual results could differ from those estimates.

d. Cash and cash equivalents – For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with original maturities of three months or less. Currently, $64 is included in cash and cash equivalents.

e. Concentration of risk – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company maintains cash deposits in financial institutions that do not exceed the amounts insured by the U.S. government. As of December 31, 2015 and 2014, the Company’s bank balances did not exceed government-insured limits.

The Company has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

49

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

f. Net loss per share – In accordance with ASC 260, Earnings Per Share, basic earnings/loss per common share (“EPS”) is computed by dividing net earnings/loss for the period by the weighted average number of common shares outstanding during the period. Under ASC 260, diluted earnings/loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and dilutive.

g. Income Taxes – The Company provides for income taxes under ASC 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using the enacted income tax rate expected to apply to taxable income in the period in which the deferred tax assets or liabilities are expected to be settled or realized. ASC 740 requires that a valuation allowance be established if necessary, to reduce the deferred tax assets to the amount that management believes is more likely than not to be realized. The provision for federal income tax differs from that computed amount by applying federal statutory rates to income before federal income tax expense mainly due to expenses that are not deductible and income that is not taxable for federal income taxes, including permanent differences such as non-deductible meals and entertainment.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

h. Stock-based compensation – The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period.

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods.

50

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

i. Recently Issued Accounting Pronouncements - The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company has implemented the early adoption of the FASB recently issued Accounting Standard Update No. 2014-10-Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation

2. Going Concern

The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $41,636,435 as of December 31, 2015, and has insufficient sources of cash to execute its business plan, raising substantial doubt about its ability to continue as a going concern. In response to these conditions, management is continuing to seek both debt and equity financing from various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the accompanying consolidated financial statements as a result of this uncertainty.

3. Long term investment

Cuprum Resources Corp. (“Cuprum”) – In March 2007, the Company, Bellhaven Copper & Gold, Inc. (“Bellhaven”) and Cuprum entered into an Exploration Development Agreement (“Agreement”). The Agreement grants the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum, the holder of a Mineral Concession from Panama on a copper prospect located in Panama. The Agreement calls for the Company to pay Cuprum or Bellhaven $2,000,000 in annual installments of $500,000 each beginning in March 2007, issue Bellhaven 4,000,000 shares of the Company’s common stock under an escrow agreement and further cash investments totaling $15,000,000 to be used in exploration and development work on the copper prospect underlying Cuprum’s Mineral Concession. Currently, the Company owns less than 20% of Cuprum and therefore, has recorded this investment option under the cost method of accounting for investments. As of March 31, 2009, the Company made its first two cash installment payments of $500,000, invested another $5,600,267 which was used for the exploration and development work, and issued 4,000,000 shares of common stock at $0.50 per share, or $2,000,000. Accordingly, as of March 31, 2009, the Company reflected $8,600,401 as investments in their consolidated balance sheet, which includes the $5,600,267 incurred in the exploration and development work. The exploration and development work relates to project costs for the period. The project costs include drilling, general geology, camp, mobilization, geophysics, land administration, assays and shipping, helicopter, office, and management expenses. These costs have been capitalized by the Company as part of the Company’s option to acquire up to 75% interest in Cuprum, as per the Agreement. In accordance with the Agreement, the Company was to have contributed approximately $9,000,000 by the second anniversary of the Agreement, and by March 31, 2009, that milestone had not been reached. Therefore, as of March 31, 2009, in accordance with the Agreement, the Company did not own any direct interest in Cuprum.

On April 14, 2009, the Company and Bellhaven executed a stock purchase agreement (“SPA”) whereby the Company acquired 100% interest in Cuprum for $1,500,000 in cash and 2,000,000 shares of common stock. Further, as per the SPA, Bellhaven will transfer all of the issued and outstanding shares of Cuprum currently owned by Bellhaven to the Company. In addition, all previous payments made by the Company to Bellhaven for the exploration and development work under the terms of the Agreement, and the issuance of 4,000,000 shares to Bellhaven, are included as part of the consideration for the transaction. The transaction was recorded utilizing the Investment method of accounting. Accordingly, the Company recorded an additional $1,720,000 as an Investment in Cuprum.

51

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

From April 2009 to April 2010, the Company incurred additional projects costs in the amount of $1,093,802. As of April 30, 2010, the Company reflected a total of $11,414,203 as an investment in the Panamanian subsidiary.

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. On December 31, 2010, the Company recorded a loss on the investment in Cuprum in the amount of $11,414,203. As of December 31, 2015 and 2014 the Company reflected a total of $0 as investments in any projects by the Company or any of its subsidiaries.

In March 2013, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

4. Convertible Note Payable and Short Term Loan

a. On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000.

The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

Warrants to purchase shares of Common Stock expired one year from the closing of the Note.

52

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $45,613 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amount due for the Convertible Note payable is $2,277,550 and $2,231,937, respectively.

b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Company’s common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Company’s common stock.  The Company incurred interest expense in the amounts of $750 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amounts due for the Convertible Promissory Notes is $76,875 and $76,125, respectively.

5. Shareholders’ equity

The Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2015 and 2014, the Company has 99,512,345 and 96,445,678 shares of common stock outstanding, respectively and 200 shares of Series A preferred stock outstanding.  During the year ended December 31, 2015 and 2014, the Company sold 3,066,667 and 10,000,000 shares of common stock, respectively.

The Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows:

● The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter;

● The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company;

● The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors;

● Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and

53

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

6. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2015 and December 31, 2014 are as follows:

	December 31, 2015		December 31, 2014
Net operating loss	$	641,568	$	688,749
Adjustment for unpaid accrued salaries		(554,859)		(514,020)
Adjusted net operating loss		86,709		174,729
Effective income tax rate		40%		40%
Total deferred tax assets		34,684		69,892
Less: valuation allowance		(34,684)		(69,892)
Total deferred tax assets		-	$	-

The Company’s deferred tax assets as of December 31, 2015 and December 31, 2014 of $16,654,574 and $16,397,947, respectively, was fully offset by a valuation allowance, resulting in net deferred tax assets of $0 because of the uncertainty of the Company’s ability to utilize the net operating loss carry-forward against future earnings.

The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2015 and 2014 is as follows:

	2015		2014
Federal income tax rate		34%		34%
State tax, net of federal benefit		6%		6%
Increase in valuation allowance		(40)%		(40)%
Effective income tax rate		-%		-%

The deferred tax assets result from net operating loss carry-forwards. These assets will therefore reverse either upon their utilization against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through 2035.

The Company’s last tax return submitted was for the year ended December 31, 2007. The Company‘s tax returns for the years ended December 31, 2008 through 2015 are open for examination by the tax federal and state tax authorities.

54

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

7. Commitments and contingencies – On December 1, 2007, the Company entered into Employment Agreements with its Chief Executive Officer and its Chief Financial Officer. The agreements have terms of five years and three years, respectively. The agreements are automatically renewed for one-year term unless the Company or Executive gives 90 days prior written notice to terminate the agreement.

8.

Legal Proceedings - On December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the US.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”).  As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 30, 2016.  The Company is seeking relief in the amount of $268.3 million in the arbitration.  There can be no assurance that it will be successful or recover any amount.

The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession.  Cuprum owns the exploration rights to the Cerro Chorcha concession.  As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. In October 2016, the Company terminated the LFA and entered into the identical LFA on December 26, 2016.  The LFA signed on December 26, 2016 reflected new counsel selected by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015.  The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs.  In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process.  In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.  The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.

9.

Subsequent Events

For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued. On April 1, 2016, the Company sold a Convertible Promissory Note (“Note”) in the amount of $26,000.  The Note contained an Original Issue Discount of $6,000 and bears interest in the amount of 24% annually.  The term of the note is for six months with a conversion price of $0.015 per share.  The Company may prepay the note by providing the Note Holder with a 3-day notice.

55

Item 14. Changes in and Disagreements with Accountants.

Previous Independent Registered Public Accounting Firm

The Company’s consolidated financial statements for the year ended December 31, 2013 were audited by Anderson Bradshaw PLLC. Their report on our consolidated financial statements did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except the inclusion of a paragraph indicating substantial doubt about our ability to continue as a going concern.

During the year ended December 31, 2013 and through October 19, 2015, (a) there were no disagreements with Anderson Bradshaw PLLC on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Anderson Bradshaw PLLC, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

New Independent Registered Public Accounting Firm

On October 19, 2015, the Board of Directors approved the appointment of Heaton & Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. Heaton & Company, PLLC is located at 240 North East Promontory, Farmington, Utah 84025.

During the Company's previous  year ended December 31, 2013 and through October 19, 2015, neither the Company nor anyone on the Company's behalf consulted with Heaton and Company, PLLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.

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Item 15. Financial Statements and Exhibits

The information required by this item may be found beginning on page F-1 of this Report on Form 10.

Index to Exhibits.

Exhibit No.	Description of Exhibits
3.2	Amended and Restated Certificate of Incorporation with Amendments through May 31, 2007*
3.2	Company's Bylaws*
10.1	Merger Agreement by and among Empire Minerals Corp., a Delaware corporation, Xacord Acquisitions Sub Corp., a Nevada corporation and Empire Gold Corp., a Nevada corporation dated February 20, 2007*
10.4	Exploration and Development Agreement between and among Cuprum Resources Corp., a Panamanian corporation, Bellhaven Copper & Gold, Inc., a British Columbia corporation and Empire Minerals Corp., a Delaware corporation dated March 6, 2007.*
10.5	Litigation Funding Agreement*
10.6	Employment Agreement by and between the Company and Pinchas Althaus*
10.7	Employment Agreement by and between the Company and Diego E. Roca*
10.8	Certificate of Designation – Preferred Stock*
10.9	Form of Convertible Promissory Note dated July 1, 2013*
10.10	Convertible Promissory Note – Silver*
10.11	Form of Subscription Agreement - 2014 *

* Previously Filed as Exhibit in Form 10, filed on June 22, 2007

  ** Previously Filed as Exhibit in Form 10, filed on October 31, 2014

57

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dominion Minerals Corp.

Date:     February 14, 2017	By:	/s/ Pinchas Althaus
		Pinchas Althaus
		President and Chief Executive Officer
Date:     February 14, 2017	By:	/s/ Diego Roca
		Diego Roca
		Executive Vice President and
		Chief Financial Officer

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EX-10.5

Therium Finance AG IC

Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY

An Incorporated Cell Registered in Jersey number [      ]

DATE:

2015

LITIGATION FUNDING AGREEMENT

(1)

THERIUM FINANCE AG IC

(2)

DOMINION MINERALS CORP

(3)

[         ]

(4)

[         ]

© 2015 Therium Capital Management Limited

DATE:             

2015

PARTIES:

(1)

THERIUM FINANCE AG IC (an incorporated cell registered in Jersey number [      ]) of Charter Place, 23/27 Seaton Place, St Helier, Jersey, JE1 1JY (“Therium");

(2)

DOMINION MINERALS CORP, a company incorporated in [   ] with registered number [   ] whose registered office is 410 Park Avenue, 15^th Floor, New York, NY 10022 (the “Client”);

(3)

[               ] of [              ]; and

(4)

[                ] of [             ] (together with the third party, ‘the Directors’).

RECITALS:

(A)

The Claimant has taken legal advice on the merits of the Claim from the Solicitors.

(B)

In order to facilitate access to justice, the Claimant has sought the agreement of Therium to provide Funding in respect of the costs and expenses of pursuing the Claim as set out in the Project Plan.   The Claimant and Therium have therefore agreed that Therium will provide funding in respect of the Claim in accordance with the terms of this Agreement.   

(C)

In order to pursue the Claim, the Claimant has engaged the Solicitors to act as its representative on its behalf.  The Solicitors have agreed to act for the Claimants on a Contingency Fee Agreement (“CFA”) pursuant to which the Solicitors will be entitled to payment of a proportion of their fees together with all disbursements from the Funding plus the Solicitors’ Contingency Fee.   The Solicitors have agreed with the Claimant that the Solicitors’ Contingency Fee (net of any VAT payable thereon) shall be paid to Therium on its behalf, in full and final discharge of the Claimant’s obligation to pay the Solicitor’s Contingency Fee pursuant to the CFA, and Therium will agree to give credit to the Claimant, against its entitlements under this Agreement, for any amount of the Solicitors’ Contingency Fee paid to Therium on behalf of the Solicitors pursuant to the CFA.  Therium and the Solicitors have agreed that, in consideration for the Solicitors sharing the costs and risk of the Claim with Therium, Therium will account to the Solicitors for their share of Therium’s entitlements under this Funding Agreement.

OPERATIVE PROVISIONS:

1.

Interpretation

1.1.

In this Agreement the following definitions shall have the following meanings:

“Adverse Costs” means the costs which the Claimant or Therium is ordered to pay to an opponent or which, with Therium’s approval, the Claimant:

(i)

agrees; or

(ii)

becomes liable for by making or accepting a settlement offer; or

(iii)

becomes liable for by discontinuing the Proceedings;

“Adverse Costs Order” means any order of a Court requiring the Claimant or Therium to pay Adverse Costs;

2

“Agreed Percentage” means 75%;

“Appeal” means an appeal of a judgment or award in the Proceedings, including any cross-appeal of the Claimant and the Claimant’s response to any appeal of the Defendant.

“Application” means any application form submitted to by or on behalf of the Claimant together with all materials and documents submitted to Therium prior to the Commencement Date in connection with the Claimant’s application;

“Base Costs” means the total of Solicitors’ fees (calculated based on the time spent multiplied by the applicable hourly rates, as if the fees had been incurred on a standard retainer and not the Contingency Fee Agreement), together with any VAT applicable to each of these, to the extent those fees are properly and reasonable incurred by the Solicitors on behalf of the Claimant on relation to the Claim and are incurred in accordance with the Project Plan and in accordance with the terms of this Agreement;

“Business Day” means a day on which banks generally are open in the City of London for the transaction of normal banking business (other than a Saturday);

“Challenge Notice” means written notice setting out the grounds of a challenge to the fees billed which are otherwise payable by Therium pursuant to this Agreement;

“Claim” means the claim, details of which are set out in the Schedule;

“Claim Proceeds” means any and all value due and/or received by, on behalf of, or in lieu of payment to, the Claimant in connection with or arising out of the Claim as a result of any judgment, award, order, settlement arrangement or compromise, (including payment of any damages, compensation, interest, restitution, recovery, judgment sum, arbitral award, settlement sum, compensation payment, consideration for rights to or in respect of the award, costs and interest on costs), whether in monetary or non-monetary form, whether actual or contingent, and before deduction of any taxes, costs or other payments or deductions which the Claimant may be liable to pay in respect of the Claim Proceeds;

“Claim Proceeds Account” means an account prepared by Therium or its nominee setting out how any Claim Proceeds are to be distributed to the parties under the Priorities Agreement;

“Commencement Date” means the date specified in the Schedule;

“Committed Funds” means, in relation to each tranche of Funding incepted, the Committed Funds for that tranche of Funding as detailed in the Schedule;

“Contingency Fee” means, in respect of all tranches of Funding incepted, the total of:

(i)

The total of 2.5x the total Funding (as defined in this Agreement) for all tranches of Funding incepted; plus

(ii)

The applicable percentage share of each increment of the net Claim Proceeds as set out in the Schedule;

less deduction of the amount of any Solicitors’ Contingency Fee Proceeds received by Therium, and plus any VAT payable on the amount due under (i) or (ii);

“Costs” means the Solicitors’ entitlement pursuant to the CFA to be paid the Agreed Percentage of any Base Costs, plus 100% of the Disbursements;

3

“Court” means the court, arbitration panel or tribunal which has conduct of the Proceedings;

“CPR” means the Civil Procedure Rules and supporting Practice Directions;

“Defendant” means the defendants specified in the Schedule;

“Disbursements” means disbursements (whether raised by invoices by the supplier to the Claimant or invoiced to the Solicitors and invoiced by them to the Claimant) plus VAT if applicable, any premium payable for Legal Expenses Insurance and the cost of providing security for costs if required, where specified in the Project Plan or otherwise agreed or paid by Therium;

“Funding” means the total of:

(a)

the amount of the Committed Funds for all tranches of Funding incepted as detailed in the Schedule; and

(b)

the total amount of the Unfunded Costs.

“Legal Expenses Insurance” means an after the event legal expenses insurance policy in respect of Adverse Costs on terms and with an insurer approved by Therium, such approval not to be unreasonably withheld;

“Non-Monetary Proceeds” shall mean any Claim Proceeds received in non-monetary form;

“Notice” means a notice given in accordance with clause 23;

“Notice of Interest” means a notice of interest given pursuant to clause 12.3;

“Notice of Release of Interest” means a notice of release of interest given pursuant to clause 15.6;

“Party” means a party to this Agreement;

“Priorities Agreement” means a priorities agreement substantially in the form appended to this Agreement as Appendix 3, to be executed by the Claimants in accordance with clause 6.1;

“Proceedings” means each and every litigation or arbitral proceeding issued or arising out of or in connection with the Claim including any pre-action correspondence, settlement negotiations or mediation, brief details of which are included in the Schedule and any other proceedings which Therium agrees in writing shall be the subject of this Agreement pursuant to clause 4.3. For the avoidance of doubt “Proceedings” does not include an Appeal unless specifically agreed by Therium pursuant to clause 4.2;

“Project Plan” means the project plan for the Claim, including the Solicitors’ estimate of the Funding required to pursue the Claim and an outline timetable, appended to this Agreement as Appendix 1, as may be varied by agreement between the Parties from time to time in accordance with clause 19;

“Reasonable Costs” means the amount of any Costs to the extent that those costs are reasonably incurred by the Claimant in accordance with the terms of this Agreement, up to a maximum of the amount of the Committed Funds for the tranches of Funding incepted;

“Reasonable Costs Sum” means a sum equal to the total of the following:

4

(i)

all Reasonable Costs, and all other Base Costs and Disbursements, whether or not those costs were reasonably incurred by the Claimant in accordance with this Agreement, paid or otherwise funded by Therium pursuant to this Agreement; and

(ii)

the Unfunded Costs;

“Recovery” means the receipt of any Claim Proceeds;

“Solicitors” means the firm of solicitors instructed by the Claimant to act on its behalf in connection with the Claim and identified as such in the Schedule;

“Solicitor’s Contingency Fee” means the success fee payment due from the Claimant to the Solicitors pursuant to the CFA, being a proportion of the Claim Proceeds and disregarding any fees payable during the course of the Proceedings;

“Solicitor’s Contingency Fee Proceeds” means the amount of the Solicitors’ Contingency Fee, net of VAT, as is received by Therium;

“Tranche 1” means the phase in the Proceedings and the Funding requirement, as detailed in the Project Plan, up to the maximum of the Committed Funds in respect of that first tranche;

“Tranche 2” means the phase in the Proceedings and the Funding requirement, as detailed in the Project Plan, up to the maximum of the Committed Funds in respect of that second tranche;

“Tranche 3” means the phase in the Proceedings and the Funding requirement, as detailed in the Project Plan, up to the maximum of the Committed Funds in respect of that third tranche;

“Trust Period” means the period of 80 years from the date of this Agreement;

“Unfunded Costs” means the amount of the Base Costs together with any VAT applicable, which have not been advanced to the Solicitors by Therium or the Claimant, plus any Disbursements and any other sums incurred by the Solicitors and which have not been paid to the Solicitors by Therium or the Claimant; and

“VAT” means value added tax at the rate for the time being in force (as may be varied from time to time by HM Revenue & Customs).

1.2.

Any reference to a Recital, Clause, Schedule or Appendix is to the relevant Recital, Clause, Schedule or Appendix of or to this Agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the Clause or Schedule in which it appears.

1.3.

Except where the context requires otherwise words denoting the singular include the plural and vice versa, and words denoting any one gender include all genders.

1.4.

Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).

1.5.

Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to it as from time to time amended, extended or re-enacted.

1.6.

Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of

5

the words following those terms.

2.

Agreement to Fund

2.1.

Subject to clause 2.2 below, in return for the Claimant’s agreement to pay to Therium, where there is a Recovery, from and limited to the extent of any such Recovery, the Reasonable Costs Sum, the Solicitors Contingency Fee (net of any VAT payable thereon) and the Contingency Fee in accordance with the terms of this Agreement, Therium agrees with effect from the Commencement Date to pay the Claimant’s Reasonable Costs incurred in respect of Tranche 1 up to the amount of the Committed Funds for that tranche in accordance with the terms of this Agreement.

2.2.

If the Recovery is insufficient to pay the Reasonable Costs Sum and the Contingency Fee in full then the Recovery shall be applied in accordance with the priority as set out in the Priorities Agreement until the Recovery has been fully applied, after which no further sum shall be payable pursuant to this Agreement.

2.3.

At the option of Therium, exercisable on the exhaustion of Tranche 1 (unless otherwise waived by Therium), and at Therium’s sole discretion, Therium shall have the exclusive right but not the obligation to incept Tranche 2 on the terms set out in this Agreement.  

2.4.

At the option of Therium, exercisable on the exhaustion of Tranche 2 (unless otherwise waived by Therium), and at Therium’s sole discretion, Therium shall have the exclusive right but not the obligation to incept Tranche 3 on the terms set out in this Agreement.  

2.5.

The option(s) set out as clause 2.3 and 2.4 above shall be exercisable from and including the date they arise and remain open and exclusive for 2 calendar months from that date.  Time shall only start running for the purposes of this sub-clause when the Claimant or its Solicitors have notified Therium in writing that the preceding Tranche has been exhausted.  If the period of 2 months expires without Therium exercising the option, the Claimant may enter into alternative arrangements for that and any subsequent tranche, save that Therium shall continue to be entitled to exercise that option at any time up until the Claimant enter into a binding obligation which puts alternative Funding in place for that and every subsequent tranche, at which point the option shall lapse.  

3.

Payment Terms and Interest

3.1.

The Reasonable Costs Sum and Contingency Fee shall become payable only in the event that the Claimant achieves a Recovery and shall be paid in accordance with clause 13.5.

3.2.

In the event that any sum payable under this Agreement is not paid by its due date, interest will be payable on such sum at the rate of 4% per annum above National Westminster Bank Plc’s base rate for the time being in force, compounded annually, from the date on which payment was due to the date payment is received, or for such other period as may be specified in this Agreement.  

4.

Changes to the Project Plan

4.1.

In the event that the Defendant brings a counterclaim in the Proceedings, then the Claimant may request Therium to provide Funding in respect of the Costs of defending the counterclaim. If Therium consents to this request, then the Funding for defending the counterclaim shall form part of the Committed Funds and be incorporated into the Project Plan (which, along with the Schedule, shall be deemed amended accordingly).

4.2.

In the event of an Appeal, then the Claimant may request Therium to provide Funding in respect of dealing with the Appeal. If Therium consents to this

6

request, then the Funding for the Appeal shall form part of the Committed Funds and be incorporated into the Project Plan (which, along with the Schedule, shall be deemed amended accordingly).

4.3.

In the event that proceedings involving the Claimant and relating to the Claim, other than the Proceedings, are begun, the Claimant may request Therium to provide Funding for any or all of such proceedings. If Therium consents to this request (and for the avoidance of doubt Therium may consent to providing Funding in respect of any or all of such proceedings (or none of them)) the Funding for the proceedings shall form part of the Committed Funds and be incorporated into the Project Plan (which, along with the Schedule, shall be deemed amended accordingly).

5.

Excluded Costs and Liabilities

5.1.

Unless agreed otherwise (individually at its entire cost or together), Therium will not pay nor be liable under this Agreement for any of the following costs, sums or liabilities incurred by the Claimant:

5.1.1.

Costs and/or other sums incurred as a result of the Claimant’s failure (on any one or more occasions) to co-operate with or to follow the advice of the Solicitors;

5.1.2.

Costs and/or other sums incurred as a result of any default by the Claimant;

5.1.3.

any liability for payment of the Defendant’s costs or the Claimant’s liability for fines or penalties;

5.1.4.

Costs and/or other sums incurred as a result of any unreasonable failure by the Claimant to comply with an order of the Court during the Proceedings;

5.1.5.

Costs and/or other sums incurred prior to the Commencement Date (save to the extent that those costs are included in the Project Plan) or after termination of this Agreement;

5.1.6.

any element of VAT where otherwise recoverable by the Claimants;

5.1.7.

any Costs incurred in excess of the Reasonable Costs; or

5.1.8.

save if and to the extent ordered by the Court, any Adverse Costs incurred by the Claimant as a result of steps taken before the Commencement Date or after the date of termination of this Agreement.

5.1.9.

save to the extent set out in the Project Plan, any premium for Legal Expenses Insurance.

6.

 Conditions Precedent and Warranties

6.1.

This Agreement shall not come into force unless and until all parties have executed and completed the Priorities Agreement.

6.2.

The Claimant acknowledges and accepts that Therium’s decision to enter into this Agreement is

7

solely based on the information and materials made available in and with the Application (which shall include copies of all legal advice to the Claimant relating to the Claim and all correspondence with the Defendant relating to the Claim) and other documents and materials made available to Therium and its representatives prior to the Commencement Date and that if any such information, documents and/or materials are inaccurate, untrue, incomplete or have not been disclosed to Therium or its representatives, this may affect Therium’s decision to provide or continue to provide Funding under this Agreement. The Claimant confirms that to the best of its knowledge and belief, the information and materials provided in and with the Application, and the documents and materials made available to Therium and its representatives prior to the Commencement Date are accurate, complete and true in all material respects and that the Claimant has not failed to disclose any information, document and/or material which would be relevant to Therium’s decision to enter into and remain bound by this Agreement.

6.3.

Except as may already have been fully disclosed in writing to Therium prior to the execution of this Agreement, the Claimant warrants that:  

6.3.1.

as at the Commencement Date the Claimant has not granted (or purported to grant) any charge, lien or other security in favour of a third party over the Claim or the Claim Proceeds (or otherwise dealt with the same in any way); and

6.3.2.

it will not grant (or purport to grant) any such charge, lien or other security until all payments due to Therium under this Agreement have been met or otherwise extinguished.

6.4.

Therium and the Claimant each warrants that the execution and performance of, and compliance with, their respective obligations under this Agreement is fully authorised by each of them and the persons executing the Agreement have the necessary and appropriate authority to do so.    

6.5.

The Claimant warrants and acknowledges that it has taken legal advice from the Solicitors or otherwise on the terms of this Agreement prior to entering into it.

7.

Payment of Reasonable Costs

7.1.

The Claimant shall instruct the Solicitors and any other suppliers of services provided for in the Project Plan to address invoices relating to the work described in the Project Plan (in the case of the Solicitors, limited to the Agreed Percentage of the Base Costs) to the Claimant but marked payable by Therium and to deliver those invoices to Therium (copied to the Claimant) for payment. In the case of the Solicitors’ own costs, these shall be paid monthly or on such other terms as are agreed between the Claimant, Therium and the Solicitors.

7.2.

If in the reasonably held opinion of Therium, any Costs invoiced by the Solicitors or any other supplier of services are not Reasonable Costs, Therium shall serve a Challenge Notice on the Claimant, with a copy to the relevant supplier, within 20 Business Days of delivery of the relevant invoice.

7.3.

In the event of a Challenge Notice being served, the Claimant agrees to raise any queries identified in the Challenge Notice with the relevant supplier with the aim of reaching an agreement as to the disputed Costs. Where an agreement, satisfactory to Therium, cannot be reached within 10 Business Days of service of the Challenge Notice, the decision as to whether such Costs are Reasonable Costs shall be taken by an independent legal costs draftsman within 20 Business Days of his appointment. The Costs Draftsman so appointed shall be a member of the Association of Law Costs Draftsmen (the “Draftsman”) and shall be appointed by Therium.  Therium and the Claimant agree to be bound by such decision, and the Claimant shall procure the agreement of the relevant supplier to be bound by such decision. Unless the Draftsman directs another person to pay his costs, Therium agree to meet his costs which shall be treated as part of the Reasonable Costs.

8

7.4.

Pending resolution of a Challenge Notice, Therium shall pay all Costs that are not subject to challenge.

7.5.

Within 5 Business Days of receiving the Draftsman’s decision, Therium will pay any sum owing to either the relevant supplier and/or the Draftsman if directed by the Draftsman.  

8.

Adverse Costs Orders

8.1.

Unless agreed by the Parties in writing, the Claimant shall take out and maintain one or more Legal Expenses Insurance policies sufficient throughout the Proceedings to meet Adverse Costs.  The Claimants shall procure that any insurer providing such Legal Expenses Insurance policy shall execute the Priorities Agreement on terms acceptable to Therium prior to incepting the Legal Expenses Insurance policy.    

8.2.

The Claimant agrees to indemnify Therium against any Adverse Costs Orders or liability for Adverse Costs as may be made against or attach to Therium.

8.3.

Nothing in this Agreement shall prejudice:

8.3.1.

Therium’s right to such an indemnity or contribution from the Claimant in respect of any Adverse Costs Orders; or

8.3.2.

Therium’s contentions in relation to any application by any party to the Proceedings for an Adverse Costs Order against Therium.

9.

Claimants’ Obligations

9.1.

The Parties recognise that the Solicitors must at all times act independently and in the best interests of the Claimant and in accordance with their other professional duties. Nothing in this Agreement entitles Therium to interfere in the conduct of the Claim and/or the Proceedings.

9.2.

The Claimant shall:

9.2.1.

instruct the Solicitors to provide Therium, prior to execution of this Agreement, with a reliance letter substantially in the form of that annexed to this Agreement at Appendix 2;

9.2.2.

irrevocably instruct the Solicitors to conduct the Proceedings in accordance with the procedural rules applicable in the Court and comply with any judgment, order or award made in the Proceedings;

9.2.3.

irrevocably instruct the Solicitors to provide Therium with any documents or information relating to the Claim and Proceedings as may be reasonably requested by Therium;

9.2.4.

irrevocably instruct the Solicitors to provide Therium, insofar as is reasonably practicable and proportionate, with copies of draft pleadings, witness statements, expert reports and significant correspondence or documents, prior to issue;

9.2.5.

irrevocably instruct and authorise the Solicitors to take such steps and perform such actions as may be required and/or desirable in order to perform and/or give effect to this Agreement, including discharging any obligations of the Claimant on its behalf as its agent in all respects;

9.2.6.

through instructions to the Solicitors and/or on its own account:

9

(a)

diligently prosecute the Proceedings and seek to enforce and recover any Claim Proceeds in the Proceedings;

(b)

keep Therium promptly informed of any significant developments in the Proceedings (including any settlement discussions, any offers received and any information, evidence or advice coming to the attention of the Claimant or the Solicitors which may be material either to the prospects of success of the Claim or of enforcing any judgment or award), including any material adverse change in the prospects of success or if the prospects of success have deteriorated to a level where the case is unlikely to be successful; and

(c)

make a monthly summary report to Therium in such form as Therium may reasonably require  regarding the overall progress and conduct of the Proceedings, the prospects of success of the Claim, the Costs incurred against the Project Plan and the expected level of exposure to Adverse Costs;

9.2.7.

comply with the terms of the Legal Expenses Insurance (including as to payment of any premium as and when due) and any duty owed to the insurer providing such cover, not take or omit to take any step which might potentially lead to withdrawal, avoidance or cancellation of cover, and supply to Therium a copy of any correspondence from the Legal Expenses Insurance provider threatening to or withdrawing cover;

9.2.8.

take and follow the legal advice of the Solicitors at all appropriate junctures, including whether it would be appropriate to make or accept any offer to settle the Claim;

9.2.9.

co-operate fully and at all times throughout the proceedings with, and promptly provide such instructions and assistance to the Solicitors as they may require for pursuing the Claim, including providing, or procuring the provision of, documents in the possession or control of the Claimant or any subsidiaries or associated companies of the Claimant and, in so far as advised by the Solicitors, including providing access to witnesses for the purpose of preparing witness statements and procuring the attendance of those witnesses at trial to give evidence on the Claimant’s behalf; and

9.2.10.

give reasonable notice of and permit Therium, where reasonably practicable, to attend as an observer at internal meetings which include meetings with experts and send an observer to any mediation or hearing relating to the Claim.  

9.3.

The Claimant hereby irrevocably instructs the Solicitors to notify Therium in the event that the Claimant breaches its obligations under this Agreement including but not limited to:

9.3.1.

revoking its instructions made pursuant to clauses 9.2 and this clause 9.3;

9.3.2.

threatening to cease or ceasing to instruct the Solicitors in its dispute;

9.3.3.

disputing any invoice or part of any invoice issued by the Solicitors to them or challenging the validity or efficacy of the CFA in any way;  

9.3.4.

failing to follow the advice of the Solicitors in any material way; and/or

9.3.5.

where the Claimant has made any material misrepresentation or non-disclosure in its application for funding or otherwise during the course of the operation of this Agreement.

9.4.

Subject to clause 19.2 below, the Parties agree not to do or permit to be done anything likely to deprive each other of any benefit for which the other has entered into this Agreement.

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9.5.

Therium acknowledges the Claimant’s right to seek advice in relation to the Claim from whichever solicitors they may choose. In the event, however, that the Solicitors cease to have conduct of the Claim, then the Claimant shall obtain Therium’s consent to the instruction of any additional or alternative solicitors proposed by the Claimant in place of the Solicitors before they are instructed.

9.6.

The Claimant agrees that if Therium require any advice given by the Solicitors to the Claimant in respect of the Claim and/or the Proceedings to be confirmed by Counsel, the Claimant will instruct the Solicitors to instruct counsel to provide an opinion to the Claimant on such advice and to provide a copy of such opinion to Therium. Therium agrees to bear the costs of such opinion.

9.7.

For the avoidance of doubt, subject to Therium’s rights to termination pursuant to clause 15, nothing in this Agreement shall permit Therium to override any advice given by the Solicitors to the Claimant.  This includes any opinion given pursuant to clause 9.6 of this Agreement.

9.8.

The Directors agree and covenant that they shall, in so far as permissible, exercise their powers as directors and/or shareholders of the Claimant to ensure and at all times procure that the Claimant complies with its obligations under this Agreement and any Priorities Agreement.

10.

Appeals

10.1.

If one or more of Therium agrees to provide some or all of the Funding in respect of an Appeal (there being no obligation on them to do so), then the Claimant shall instruct the Solicitors to act on the Appeal.

10.2.

Where Therium elects not to provide any Funding in respect of the Costs of any Appeal:

10.2.1.

the Claimant shall not be obliged to pursue or defend the Appeal but, if they do so, shall comply with their obligations set out in clause 9;

10.2.2.

subject to any contrary order of the Court, and their right to be indemnified by the Claimant, Therium shall have no liability for any Adverse Costs or any Adverse Costs Order made in relation to the Appeal; and

10.2.3.

if the Appeal was brought by the Claimant and the Claim Proceeds are reduced as a result of the Appeal, the Contingency Fee shall be calculated by reference to the amount of the Claim Proceeds immediately prior to the Appeal.

10.3.

Where Therium elects to provide Funding in respect of the Costs of any Appeal;

10.3.1.

clause 10.2.1 will apply;

10.3.2.

clause 8 shall apply in relation to the Adverse Costs of the Appeal;

10.3.3.

if the Claim Proceeds are reduced as a result of the Appeal then the Contingency Fee due to Therium shall be recalculated to reduce the amount due to Therium following the Appeal; and

10.3.4.

following recalculation in accordance with clause 10.3.3, Therium shall repay any sums paid to it in excess of their entitlement under this Agreement.

11.

Recovery

The Claimant shall use its best endeavours to cause any Claim Proceeds to be recovered as quickly as possible.

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12.

Security for costs

12.1.

Where specified in the Project Plan or as otherwise agreed, in the event of an order of the Court that the Claimant shall provide security for the costs of a party to the Proceedings, Therium will discharge that order to the satisfaction of the Court.

12.2.

The Claimant agrees to hold the Legal Expenses Insurance policy and all proceeds payable under it on trust for Therium throughout the Trust Period on terms that Therium shall be entitled to such part or all of any proceeds of the Legal Expenses Insurance which become payable as a consequence of an Adverse Costs Order as shall be equal to the amount of any security posted by Therium pursuant to clause 12.1 used to discharge the Claimant’s liability (either entirely or in part) in respect of any Adverse Costs Order.  

12.3.

The Claimant agrees that within 2 Business Days of whichever is the later of:

12.3.1.

the date on which this Agreement is executed; or

12.3.2.

the date on which the Legal Expenses Insurance policy comes on risk, the Claimant will send to the insurer(s) providing the Legal Expenses Insurance a written Notice of Interest in duplicate for noting on the insurer’s records and will provide a copy of such Notice of Interest, duly acknowledged by the insurer, to Therium within 5 Business Days of receipt of the same by the Claimant.

13.

Treatment of Claim Proceeds

13.1.

The Claimant agrees to hold any Claim Proceeds received by it or by the Solicitors or any third party on their behalf, upon trust for Therium throughout the Trust Period on terms that Therium shall be entitled to such part of the Claim Proceeds as shall be equal to the total of all amounts due under the terms of this Agreement to Therium (as the same may be reduced in accordance with the Priorities Agreement).

13.2.

The Parties agree that any Claim Proceeds received in monetary form shall be paid into the Solicitors’ client account immediately upon receipt. In the case of any Claim Proceeds received in non-monetary form, the Claimant shall either deliver the Claim Proceeds to the Solicitors or pay to the Solicitors as soon as is reasonably practicable the market value of the Claim Proceeds determined in accordance with clause 13.3.

13.3.

If the Claimant receives any Non-Monetary Proceeds (which, for this purpose, shall include non-monetary Claim Proceeds resulting from any order for rectification), the Parties agree that the Non-Monetary Proceeds shall be valued by an independent valuer agreed by the Parties with the cost of that valuation to be met by the Claimant.  The Parties shall use their respective reasonable endeavours to agree on the appointment of the independent valuer and to agree his terms of appointment.  Where the Parties cannot agree on the identity of the independent valuer within 20 Business Days of receipt of the Non-Monetary Proceeds, the President of the Law Society from time to time shall be requested by any of the Parties to recommend a valuer who shall be the independent valuer for the purposes of this clause and clauses 13.4 to 13.6 inclusive.

13.4.

The Parties shall be entitled to make written submissions to the independent valuer (provided such submissions are received by the independent valuer within 10 Business Days of his appointment) and shall use their reasonable endeavours to provide the independent valuer with such assistance and documents as the independent valuer reasonably requires for the purpose of reaching a determination as to the value of the Non-Monetary Proceeds.

13.5.

To the extent not provided for by clause 13.4 above, the independent valuer may, in his reasonable discretion, determine such other procedures to assist with the conduct of the   determination as

12

he considers just or appropriate, including (to the extent he considers

necessary) instructing professional advisers to assist him in reaching his determination.

13.6.

In making his determination the independent valuer will act as an expert and not as an arbitrator. The independent valuer shall prepare a written determination and give notice (including a copy) of that determination to the Parties within 2 months of the matter being referred to him. The independent valuer's written determination on the matters referred to him shall be final and binding on the Parties in the absence of manifest error or fraud.

13.7.

If the independent valuer dies or becomes unwilling or incapable of acting, or does not deliver his determination within the time required by clause 13.6 then either party may apply to the President from time to time of the ICAEW to discharge the independent valuer and to appoint a replacement independent valuer and clauses 13.3 to 13.7 shall apply in relation to the new independent valuer as if he were the first Independent valuer appointed.

13.8.

If any payment due to Therium from the Claim Proceeds or Insurance Proceeds is delayed due to action or failure to act on the part of the Claimants, the Claimants shall compensate Therium for the delay in making payment by paying to Therium interest on the sum delayed for the period of the delay calculated in accordance with clause 3.2.

13.9.

On notification of receipt of Claim Proceeds by the Solicitors, Therium shall prepare a draft Claim Proceeds Account and shall deliver that draft Claim Proceeds Account to each of the parties to the Priorities Agreement for agreement.

13.10.

Once the draft Claim Proceeds Account is agreed or deemed to be agreed pursuant to the Priorities Agreement (whichever is the earlier), the Parties agree that the Solicitors shall forthwith pay out the Claims Proceeds in accordance with the agreed Claim Proceeds Account.

13.11.

Any damages awarded against the Claimant in respect of a counterclaim funded pursuant to clause 4.1 shall be deducted from the Claim Proceeds for the purposes of calculating the distribution under the Claims Proceeds Account. For the avoidance of doubt, such deduction of damages shall not apply where Therium have not funded the cost of defending the counterclaim.

13.12.

If any payment due to Therium from the Claim Proceeds is delayed due to action or failure to act on the part of the Claimants, the Claimants shall compensate Therium for the delay in making payment by paying to Therium interest on the sum delayed for the period of the delay calculated in accordance with clause 3.2.

14.

Privilege and Agency

14.1.

The Claimant hereby appoints Therium as the Claimant’s agent for the sole purpose of holding, reviewing, and commentating on the documents and information provided, including any privileged documents and information, and deciding whether to fund the Proceedings.  The express and only terms of that agency were and are that Therium agreed to all take reasonable steps in respect of those documents and that information to:

14.1.1.

maintain their confidentiality;

14.1.2.

protect and not waive any privilege attaching to them;

14.1.3.

keep them secure and safe; and

14.1.4.

use them only in connection with Therium’s business as a litigation funder in connection with the Proceedings to enable the parties to decide whether Therium should be involved

13

in funding and continuing to fund the Proceedings and in accordance with clause 16 below.

14.2.

The Claimant and Therium do not waive any legal professional privilege, common interest privilege or other privilege or protection attaching to any documents and information disclosed to Therium.  Any privileged information and documents disclosed at any time to Therium have been or will be disclosed on the additional basis that Therium has, or will have, a common interest in the pursuit and success of the Proceedings and will at all times take all reasonable steps to maintain that privilege.

14.3.

Therium shall, for the purposes of clauses 14.1. and 14.2, include Therium’s directors, officers, employees, investment advisers, attorneys, consultants, solicitors, counsel, associated companies, insurers, shareholders and agents.

15.

Confidentiality

15.1.

Without prejudice to clause 14 above, the Parties agree to keep confidential and, where appropriate maintain any privilege belonging to the Claimant, in all documents and information supplied by the Claimant, Therium or the Solicitors, including (unless otherwise agreed) the existence and / or terms of this Agreement.  It is agreed that the provision of privileged documents does not amount to any waiver of privilege, and the Parties shall not use these for any purpose other than in respect of this Agreement, except a purpose to which the Parties have consented or as required by law or regulation.  The Claimant agrees that Therium may disclose such documents and information:

15.1.1.

to their investment advisers, auditors, brokers, legal advisers, investors and potential investors, insurers and potential insurers;

15.1.2.

where Therium is under a legal or regulatory obligation to make such disclosure, but limited to the extent of that legal obligation;

15.1.3.

to the extent that it is already in the public domain (other than as a result of Therium's breach of this Agreement);

15.1.4.

with the prior written consent of the Claimant; or

15.1.5.

to the extent necessary to take legal action to enforce Therium’s rights under this Agreement or to defend such action.

15.2.

Therium shall procure that any persons receiving confidential documents or information pursuant to sub-clause 14.1.1 shall comply with the obligations imposed on Therium pursuant to sub-clause 14.1.

15.3.

Nothing in this Agreement shall prevent Therium instructing one or more agents to undertake any action or review documents, evidence or information which Therium would be entitled to undertake pursuant to this Agreement save that Therium shall procure that any agent acting on its behalf shall comply with the obligations imposed on Therium by clause 14.1.

15.4.

Therium will immediately inform the Claimant of any request or order to disclose their privileged documents or any other privileged information held by Therium, except where informing the Claimant would contravene any law or regulation.

16.

Termination

16.1.

Without prejudice to clause 6.1 and subject to earlier termination of this Agreement pursuant to clauses 16.2 to 16.6, this Agreement shall continue in full force and effect until payment of any and all sums due to Therium pursuant to this Agreement and in any event clauses 1, 3.2, 6.2, 6.3, 6.4,

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8.2 to 8.6, 12.2, 14 to 18, 21 to 24, and 26 to 28 shall continue in full force and effect notwithstanding Termination of this Agreement.  For the avoidance of doubt, the option(s) at clauses 2.3 and 2.4 above shall not remain open for exercise by Therium after termination of this Agreement.

16.2.

The Claimant and Therium may at any time agree, by mutual consent in writing, to suspend or terminate this Agreement in which event they shall serve Notice of such suspension or termination on the Solicitors.

16.3.

If Therium reasonably ceases to be satisfied as to the merits of the Claim or Therium reasonably believes that the Claim is no longer commercially viable, then Therium shall be entitled to suspend until further notice by Therium or terminate this Agreement by giving 5 Business Days’ Notice to the Claimant. Following such termination or during the period of suspension, Therium shall have no further liability to fund the Reasonable Costs not yet incurred but such suspension or termination shall not affect any accrued rights or entitlements of Therium.

16.4.

In the event that Therium reasonably considers that there has been a material breach of this Agreement by the Claimant, Therium may notify the Claimant that Therium requires the Claimant to remedy the breach within 20 Business Days. In the event that the breach is not remedied within that period, Therium shall be entitled to suspend until further notice by Therium or terminate this Agreement forthwith by giving Notice to the Claimant, copied to the Solicitors. Following such termination or during the period of suspension under this clause 16.4, Therium shall have no further liability to fund the Reasonable Costs not yet incurred.  Within 5 Business Days of termination under this clause 16.4 by Therium, the Claimant shall pay to Therium the Reasonable Costs Sum calculated as at that date, together with interest calculated in accordance with clause 3.2 from the date of this Agreement to the date of payment. Following such termination, Therium shall remain entitled to the Solictors Contingency Fee (net of any VAT payable thereon) and Contingency Fee upon Recovery and, for the purpose of calculating this, Therium shall be deemed to have exercised the option(s) set out above at clause 2.3 and 2.4. For the purposes of this clause 16.4, a material breach shall include, but not be limited to, any breach of any of the warranties set out in clauses 6.2 to 6.4.

16.5.

In the event of a material breach of this Agreement by Therium, the Claimant shall notify Therium that the Claimant requires Therium to remedy the breach within 20 Business Days. In the event that the breach is not remedied within that period, the Claimant shall be entitled to terminate this Agreement forthwith by giving Notice to Therium, copied to the Solicitors. Following such termination, Therium shall remain entitled to its share of the Reasonable Costs Sum, calculated as at the date of termination, and the Solicitors’ Contingency Fee (net of VAT) upon Recovery. For the avoidance of doubt, save in relation to the Solicitors Contingency Fee, following such termination Therium shall have no future entitlement to the Contingency Fee.

16.6.

In the event of termination of this Agreement pursuant to clauses 16.2 to 16.5, the Claimant shall within 20 Business Days put in place alternative arrangements to discharge any order for security for costs and, at the end of the 20 Business Days period, Therium shall be entitled to terminate any such arrangements made on the Claimant’s behalf pursuant to clause 12.1. Therium shall, on payment by the Claimant to Therium of an amount equal to the amount (if any) of any security for costs posted by Therium which has been used to discharge the Claimant’s liability in respect of any Adverse Costs Order, provide the Claimant with a written Notice of Release of Interest in respect of the Legal Expenses Insurance.

16.7.

Termination of this Agreement shall not affect any accrued rights or liabilities nor will it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination including but not limited to clauses 2.1, 7, 9 and 12 including in particular its right to information, to continue to hold its security and to be paid any amounts due to it including the Solicitors Contingency Fee and Contingency Fee.

17.

Contracts (Rights of Third Parties) Act

15

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

18.

Data Protection

In performing their respective obligations and exercising their respective rights under this Agreement, the parties agree to comply with the terms of the Data Protection Act 1998 and all regulations published pursuant to that Act.

19.

Assignment

19.1.

The Parties agree that Therium shall be entitled to assign to a third party any or all of their rights, interests and obligations pursuant to this Agreement upon giving 5 Business Days’ Notice of its intention to do so to the other Parties to this Agreement.

19.2.

Save as provided in clause 18.1, a Party shall not assign or transfer this Agreement or any of its rights under it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.

20.

Variation

No variation to this Agreement shall be valid unless it is in writing and signed by the Parties’ authorised signatories.

21.

Waiver

No forbearance or delay by a Party in enforcing its rights shall prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

22.

Invalidity and severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable whether in whole or in part or in relation to any of the Parties to the Agreement, the validity, legality and enforceability of the remainder of the Agreement, or its validity and enforceability as against other parties, shall not in any way be affected.  The Parties shall nevertheless negotiate in good faith in order to agree the terms of a mutually satisfactory provision, achieving so nearly as possible the same commercial effect, to be substituted for the provision so found to be void or unenforceable and each Party shall take any step required, including executing any further or other document, in order to give effect to the Parties’ intention in entering into this Agreement.

23.

Succession

This Agreement shall be binding on the Parties, their successors and assigns and the name of a Party appearing herein shall be deemed to include the names of any such successor or assign.

24.

Notices

24.1.

Any Notice to be served under this Agreement shall be in writing and may be delivered by hand or sent by pre-paid first class recorded delivery post to the Party to be served at the relevant address set out in this Agreement or any such other address as the Party to be served may have notified to the other Party for the purposes of this clause 24.1.

24.2.

For the purpose of service of Notice or other documents on the Claimants, the Claimants agree that

16

service on the Solicitors shall be valid and adequate service on the Claimants.

24.3.

Any Notice shall be deemed to have been served:

24.3.1.

If delivered by hand, at the time of delivery to the Party or Solicitors; or

24.3.2.

if posted, at 10.00am on the second Business Day after it was posted to the Party or Solicitors.

24.4.

In proving service of a Notice it shall be sufficient to prove that delivery by hand was made or that the envelope containing the Notice was properly addressed and posted as a pre-paid first class recorded delivery letter.

25.

Counterparts

This Agreement may be signed in any number of counterparts, each of which taken together shall be deemed to constitute one and each of which individually shall be deemed to be an original, with the same effect as if the signature on each counterpart were on the same original.

26.

Non-reliance and exclusion of liability

The Claimant accepts and agrees that it has taken such legal advice as they require prior to entering into this Agreement and have not relied on Therium, its directors, officers, shareholders or investors in deciding whether or not to enter into this Agreement and in deciding whether or not to pursue the Proceedings.  By entering into this Agreement, the Claimant agrees and accepts that neither Therium nor its directors, officers, shareholders or investors owe any obligation, responsibility or duty to the Claimant save as expressly set out in this Agreement and the Priorities Agreement and do not accept any liability to the Claimant or any third party whatsoever save as expressly set out in this Agreement and the Priorities Agreement.  

27.

Dispute Resolution

29.1

The Parties agree that in the event of any dispute between Therium and/or the Claimant or any one or more of them relating to:

29.1.1

settlement of the Claim; or

29.1.2

termination of this Agreement under clause 16;

either party shall be entitled to direct the Solicitors to refer the dispute to an independent Queen’s Counsel, whose identity is to be agreed between the Parties or, in lieu of such agreement, to be nominated by the Chairman of the Bar Council.  Such Queen’s Counsel shall be deemed to be jointly instructed by both parties.

29.2

In the event of a dispute over settlement of the Claim, the Queen’s Counsel shall be instructed to provide an opinion as to the appropriate level of settlement. The Parties agree that the Queen’s Counsel’s opinion on settlement shall be final and binding on each one of them and the Claimant shall instruct the Solicitors accordingly.  In the event of Therium making a reference to Queen’s Counsel in respect of settlement, the Claimant shall not take further steps to settle the Claim without the consent of Therium until the Opinion is obtained.

29.3

In the event of a dispute over termination of this Agreement, the Queen’s Counsel shall be instructed to provide an opinion on the rights and entitlements of each of the Parties. The Parties agree that the Queen’s Counsel’s opinion on this issue in dispute shall be final and binding on each one of them.  

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29.4

In giving any opinion pursuant to clauses 29.2 and 29.3 above, Queen’s Counsel shall also be instructed to determine which one or more of the Parties should bear Queen’s Counsel’s fees of giving the Opinion (and, if more than one Party, the shares in which they are each to bear those fees) and the Parties agree to be bound by this determination as to liability for the Queen’s Counsel’s fees.

28.

Law and jurisdiction

This Agreement is governed by and is to be construed in accordance with the law of England and Wales. Save for any dispute resolved finally pursuant to clause 28 above, any dispute arising out of or connected to this Agreement, including the validity or termination thereof, shall be finally resolved under the arbitration rules of the London Court of International Arbitration (the “‘LCIA”) by a panel of three arbitrators, with each side nominating one arbitrator which two nominees are to select a third, presiding arbitrator.. The seat of the arbitration shall be London, and the language of the arbitration shall be English. The arbitrators shall be appointed by the agreement of the Parties as per the above, provided that, if the Parties cannot reach agreement on the appointment of the arbitrator within 30 days, then any Party may apply to have an arbitrator appointed by the LCIA.  

IN WITNESS of which the Parties have each executed this Agreement on the date shown above

Signed for and on behalf of

…………………………………………..

THERIUM FINANCE AG IC

Signed for an on behalf of  

………………………………………….

DOMINION MINERALS CORP

18

THE SCHEDULE

Claim:

Claims and causes of action against the Defendant pursuant to the United States – Panama Trade Promotion Agreement and the Treaty between the United States and Panama Concerning the Treatment and Protection of Investments arising out of the Claimant’s mining concession over the Cerro Chorcha region in Panama.

Commencement Date:

The date of this Agreement.

Claimants’ Solicitors:

Akin Gump Strauss Hauer & Feld LLP.

Defendant:

Republic of Panama.

Committed Funds:

Tranche:	Committed Funds: the GBP equivalent cost to Therium of the following sums (calculated as at the date of inception of the tranche)
Tranche 1	$1,029,500
Tranche 2	$2,059,000
Tranche 3	$2,059,000

Percentages applicable to the Contingency Fee as per Contingency Fee definition sub-para (ii):

Increment of net Claim Proceeds	$0 up to and inclusive of $70m	Above $70m up to and inclusive of $100m	Above $100m and up to and inclusive of $300m	Above $300m
Tranche 1	0%	25%	10%	2%
Tranche 2	0%	30%	17.5%	4%
Tranche 3	0%	35%	25%	6%

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APPENDIX 1

Project Plan

Phase I:

Preparation (USD 250,000). This amount is to cover the costs of preparatory work prior to commencement of the arbitration, including preparation of the Notices of Arbitration under the US-Panama BIT and the US-Panama FTA.

Phase II:

Arbitral Proceedings (USD 4.75 - 5.75 million). This element of the budget is composed of two parts:

- Akin Gump Attorney Fees (USD 3.5 – 4.5 million). We based this part of the budget on an estimate of the actual time needed to prosecute each of the anticipated steps in the arbitration process, based on our experience with these types of cases and the complexity of the dispute. These steps are likely to include drafting the demand for arbitration; conducting the jurisdictional phase (including two exchanges of memorials on jurisdiction, discovery, and a hearing on jurisdiction); conducting the written phase on the merits (including two exchanges of full-blown evidentiary submissions with witness statements and expert reports); conducting discovery on the merits; preparing for and conducting a two-week hearing on the merits; and drafting the post-hearing memorial.

- Other Costs (USD 1.25 million). This part of the budget comprises all of the other expected outlays to prosecute the arbitration as needed. These are likely to include the arbitrators’ fees and expenses for a three-member arbitral panel; the hearing arrangements (including the costs of securing the hearing venue, accommodation for the legal team and witnesses, court reporter costs, etc.); and the costs of our experts, which are likely to include (i) an expert on Panamanian law, (ii) a mining expert, and (iii) a valuation expert.

Phase III:

Post-Award Proceedings (USD 500,000). We have also budgeted for the costs of defending the award from the challenge action which Panama is likely to bring in the event Dominion succeeds on its claims. This challenge will take the form of (i) a legal challenge at the seat of the arbitration if the case goes to ad hoc UNCITRAL arbitration, or (ii) an annulment proceeding before an ICSID annulment panel if the case goes to ICSID arbitration.

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APPENDIX 2

Specimen letter from Solicitors

TO BE PRINTED ONTO AKIN GUMP LETTERHEAD

From:   

Akin Gump Strauss Hauer & Feld LLP

To:     

Therium Finance AG IC

Dear Sirs

Re: 

Dominion Minerals Corp v Republic of Panama (“the Action”).

I refer to the above Action in which Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) is acting for the Claimant.  Therium Finance AG IC (“Therium”) has entered into a Funding Agreement (“the Funding Agreement”) and Priorities Agreement (“the Priorities Agreement”), in which Therium agrees to fund the Claimant’s costs and disbursements on the terms set out in those agreements.

At clause 6.2 of the Funding Agreement, the Claimant acknowledges that Therium has entered into the Funding Agreement solely based upon the information and materials made available to Therium and its representatives prior to the commencement date of the Funding Agreement and that, if any information, documents and/or materials are inaccurate, untrue, incomplete or have not been disclosed to Therium or its representatives, that this may affect Therium’s decision to provide (or continue to provide) Funding under the Funding Agreement.  The Claimant warrants to the best of its knowledge and belief that the information and material made available to Therium and its representatives is accurate, complete and true in all material respects and that they have not failed to disclose any information, documents or material which would be relevant to Therium’s decision to enter into, and remain bound by, the Funding Agreement.

Save as provided elsewhere in this letter, insofar as the information, materials and/or documents made available to Therium and its representatives, prior to entering into the Funding Agreement, consist of information, documents or advice to the Claimant provided by Akin Gump, Akin Gump acknowledges and accepts that it has assumed a duty of care to Therium and its shareholders in respect of that information and/or advice, and Akin Gump acknowledges and accepts that neither Therium nor its shareholders have conducted any independent information gathering exercise, has not sought separate legal advice in relation to the merits of the Action brought by the Claimant and Therium and its shareholders have relied upon the information, documents and advice to the Claimant provided by Akin Gump.  Furthermore, in continuing to fund the Action, Akin Gump accepts that Therium and its shareholders will continue to rely upon Akin Gump in respect of the advice the firm provides to the Claimant and its ongoing conduct of the Action while instructed by the Claimant.

For the avoidance of doubt, Akin Gump has not provided to Therium all of the documents which have been provided to it by the Claimant, nor has Akin Gump provided full details of the information provided to it orally by the Claimant. To that extent, the information provided by Akin Gump to Therium is incomplete but, so far as Akin Gump is aware, Akin Gump has not failed to disclose any information documents or material which would be relevant to Therium’s decision to enter into, and remain bound by, the Funding Agreement.

Furthermore, insofar as Akin Gump accepts a duty of care to Therium and its shareholders in respect of the accuracy of any information, documents or advice provided, Akin Gump is unable to warrant the accuracy of the information provided to it by the Claimant, Defendant or third parties or the validity of the documents so

21

provided on which any advice may be based.  However, so far as Akin Gump is aware, the information provided is accurate and the documents provided are valid.  

Nothing in this letter shall impose any contractual duty on Akin Gump to advise Therium and its shareholders in relation to the above Action as a client of the firm.  Akin Gump’s only client in relation to the Action is (and will remain) the Claimant in that action and, in the event of any conflict between the Claimants and Therium, Akin Gump shall be under no duty to advise Therium, nor shall it be prevented from continuing to advise the Claimants as a result of that conflict arising.

Yours faithfully,

Akin Gump Strauss Hauer & Feld LLP

p

22

EX-10.6

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement"), effective as of December 1, 2007 ("Effective Date"), by and between DOMINION MINERALS CORP. f/k/a Empire Minerals Corp., a Delaware corporation, with an office at 410 Park Avenue, Fifteenth Floor, New York, New York 10022 ("Company"), and PINCHAS ALTHAUS, with an address of 575 East New York Avenue, Brooklyn, New York 11225 ("Executive").  

WHEREAS, Executive is currently employed by Company as its Chief Executive Officer and President;

WHEREAS, Company and Executive have previously entered into an Employment Agreement dated April 1, 2006 (“April Agreement”), such April Agreement being current as of the date hereof;

WHEREAS, Company and Executive desire to enter into this Agreement to provide additional financial security and benefits to Executive, to encourage Executive to continue employment with Company and to enhance the motivation of Executive to increase the productivity of Company.

WHEREFORE, Company and Executive desire that this Agreement amend, modify and supercede the April Agreement in full;

NOW, THEREFORE, that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties agree as follows:

1.

Duties and Scope of Employment.    Company shall employ Executive in the position of Chief Executive Officer and President, with such duties and responsibilities as in effect as of the Effective Date; provided, however, that the Board of Directors of Company ("Board") shall have the right to revise such responsibilities from time to time as the Board may deem necessary or appropriate. Such duties and responsibilities shall be commensurate with Executive's past practices and consistent with his positions in the capacities set forth above.

2.

Restriction on Outside Business Activities.   Executive shall devote substantially all his working time and efforts to the business and affairs of the Company, shall use his best efforts to advance the best interests of the Company, and shall not engage in outside business activities that interfere with the performance of his duties hereunder.  Executive shall not, without the Board’s prior written consent:

(a)

render to others services of any kind, or engage in any other business activity that would materially interfere with the performance of his duties under this Agreement;

(b)

perform any services, directly or indirectly, whether as an employee, consultant, independent contractor, for any person or entity competing, directly or indirectly with Company;

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(c)

own, directly or indirectly, whether as partner, creditor, shareholder, or otherwise, any interest in any entity competing, directly or indirectly, with the Company;

(d)

promote, participate, or engage in any activity or other business competitive with the Company; compete, directly or indirectly, with any products or services marketed or offered by the Company; or

(e)

engage in any activity which could be deemed to be a conflict of interest.

3.

Term of Employment.  This Agreement shall commence on the Effective Date and shall continue until the earliest of: (a) five (5) years from the Effective Date, or, (b) until such times as notice of termination of this Agreement is given in writing by either Company or Executive to the other.  Renewal of this Agreement may be made on such terms as the parties may agree no later than September 30, 2012 and if there is no mutually acceptable agreement to renew reduced to writing no later than September 30, 2012 then this Agreement shall be deemed to not have been renewed.

4.

Executive's Compensation and Benefits.

(a)

Base Salary.  Company shall pay  base salaries to Executive  as follows: (i) $250,000.00 per year, from December 1, 2007 to November 30, 2008; (ii) $275,000.00 per year, from December 1, 2008 to November 30, 2009; (iii) $300,000.00 per year, from December 1, 2009 to November 30, 2010; (iv) $325,000.00 per year, from December 1, 2010 to November 30, 2011; (iii) $350,000 per year, from December 1, 2011 to November 30, 2012.  The base salaries shall be payable bi-weekly in arrears or at such other intervals as other employees are paid by Company.  Such salaries may be further increased from to time, in the sole discretion of the Board.  Other than as herein provided, there shall be no cost-of-living increase or merit increase in the annual base salary unless agreed to in writing by the Board.

(b)

Bonus.   During the term of this Agreement,  Executive will be entitled to receive a bonus ("Performance Bonus") to be determined prior to each annual anniversary period by the Board, or its Compensation Committee, the Performance Bonus being subject to the achievement of performance criterias as set forth by the Board.  The performance criterias are to be established prior to each performance period.  Such payment shall be made within thirty (30) days after such determination.  Executive shall be eligible for the Performance Bonus only if Executive is an employee of Company in good standing during the entire applicable fiscal pay year and on the date the payment is due.  Company reserves the right to implement a bonus plan document to further describe the Performance Bonus which Executive acknowledges and agrees may place additional restrictions on the payment of the Performance Bonus consistent with reasonable industry practice. The Board may from time to time award Executive additional bonuses in its sole and absolute discretion.

(c)

Benefits.  During employment, Executive shall be entitled participate in and receive all benefits under Company's executive benefits plan that are generally made available to all senior executives of Company on terms at least as favorable as those offered to other senior executives of the Company, subject in each case to the generally applicable terms and conditions of the plan or program in question

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and to the determination of the Board or any committee administering such plan or program.   Additionally, during the term of this Agreement, Company will provide Executive with an automobile allowance of $500, the automobile for use in the performance of Executive’s duties under this Agreement.  Any portion of the automobile allowance for Executive will not be reflected in Executive's reported compensation for income tax purposes in accordance with Company’s regular payroll practices.

(d)

Vacation.  Executive shall be entitled to four (4) weeks paid vacation time during each year of this Agreement, at a time approved in advance, which approval shall not be unreasonably withheld but shall take into account the staffing requirements of Company and the need for the timely performance of the President's responsibilities.   Executive shall be permitted to carry over unused vacation time from one year to another.

(e)

Expenses.  Company shall reimburse Executive for all reasonable business and travel expenses actually incurred by or paid by Executive in the performance of services on behalf of Company, in accordance with Company's expense reimbursement policy as in effect from time to time.  For all such expenses Executive shall furnish to Company originals of all invoices or statements in respect of which Executive seeks reimbursement.  

(f)

Other Payments.   In the event that Company's independent auditors determine and/or confirmed that any benefit received or to be received by Executive pursuant to this Agreement or otherwise from Company (collectively, "Payments") would be subject to the excise tax (or related interest and/or penalties) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), or any similar or successor provision ("Excise Tax"), including, without limitation, the vesting of options, Company shall pay to Executive within thirty (30) days of such determination/confirmation, or within ninety (90) days of the date Executive becomes subject to the Excise Tax), an additional payment ("Gross-Up Payment") in an amount sufficient to pay all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment).  For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of Excise Tax, (i) any other payments or benefits received or to be received in connection with a Change of Control of the Company, as that term is hereinafter defined or Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company), shall be treated as "parachute payments" within the meaning of Section 280(G)(b)(2) of the Code or any similar or successor provision, and all "excess parachute payments" within the meaning of Section 280G(b)(l) or any similar or successor provision shall be treated as subject to the Excise Tax, unless, in the opinion of tax counsel selected by the Company, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services within the meaning of Section 2800(b) or any similar or successor provision of the Code in excess of the base amount within the meaning of Section 280G(b)(3) or any similar or successor provision of the Code, or are otherwise not subject to the Excise Tax.  For purposes of this Agreement, the term, “Change in Control” means any “person” as such term is used in

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Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), but specifically excluding Company, any wholly-owed subsidiary of Company and/or any employee benefit plan maintained by Company or any wholly-owned subsidiary of Company) becomes the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Company representing twenty (20%) percent or more of the combined voting power of Company’s then outstanding securities; or (2) individuals who currently serve on the Board, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (3) Company or any subsidiary of Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of Company outstanding immediately prior thereto holding immediately thereafter securities representing more than fifty (30%) percent of the combined voting power of the voting securities of Company or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or (4) the stockholders of Company approve a plan of complete liquidation of Company or an agreement for the sale or disposition by Company of all or substantially all of Company’s assets, or such a plan is commenced; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of the excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or a deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest nominal marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest nominal marginal rate of taxation in the state and locality of Executive's residence on the date of termination of Executive's employment, net of the maximum reduction in federal income taxes which could be obtained from deducting such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive shall repay to Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to the Excise Tax and federal (and state and local) income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a federal (and state and local) income tax deduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of Executive's employment (including by reason of a payment the existence or amount of which cannot be determined at the date of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. Company may contest any claim by the Internal Revenue Service which would require the payment of the Gross-Up Payment hereunder, provided that Company bear directly all costs and expenses (including interest and

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penalties) incurred in connection with such contest and  indemnifies and holds Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of any such claim and payment of costs and expenses.

(g)

Preferred Stock.

Upon execution of this agreement the Executive shall be granted an option to purchase up to 100 shares of Preferred Stock Series I for the exercise price of $1.00 per share, which vest immediately.

5.

Termination of Employment; Severance.  Company may terminate Executive's employment hereunder at any time with or without cause

(a)

By Death or Disability.   (i)

Executive's employment shall terminate automatically upon his death.  Company shall pay or provide to Executive's beneficiaries or estate, as appropriate, compensation in the amount of one-twelfth of Executive’s base salary as of the date of death per month for a period of 18 months following Executive’s death, and any benefits to which Executive is entitled, through that date. Thereafter, Company's obligations shall terminate except as noted below.

(ii)

If, in the sole opinion of Company, Executive shall be prevented from properly performing his duties by reason of any physical or mental incapacity for a period of more than four (4) months in the aggregate or three (3) consecutive months in any twelve-month period, or if Executive is deemed permanently disabled then, to the extent permitted by law, Executive's employment shall terminate on, and the compensation and benefits to which Executive is entitled shall be paid or provided for an additional six (6) month period Thereafter, Company's obligations shall terminate except as noted below.

(iii)

In the event of termination for disability, Executive shall be entitled to the benefits provided under Company's then-existing disability or extended sick pay plan, for so long as Executive continues to be disabled under this Agreement or benefits otherwise terminate under such plan, whether or not Executive is deemed to be disabled under such plan.

(b)

By Company for Cause; Voluntary Resignation.

(i)

Company may terminate, without liability, Executive's employment for Cause, as that term is hereinafter defined  at any time and without notice.  For purposes of this Agreement, “Cause” shall mean the following: (A)  if there is a repeated and demonstrated failure on the part of Executive to perform the material duties of Executive's position in a competent manner and where Executive fails to substantially remedy the failure within a reasonable period of time after receiving written notice of such failure from Company; (B) if Executive is convicted of or pleads guilty or nolo contendere to a criminal offense, law or regulation that involves fraud, dishonesty or misconduct, or which has or may have a material adverse affect on Executive’s ability to carry out his duties under this Agreement or upon the reputation of Company; (C) if Executive or any member of his family makes any personal profit arising out of or in connection with a transaction to which Company is a party or with which it is associated without making disclosure to and obtaining the prior written consent of the Company; (D)  if Executive breaches his fiduciary duties to the Company, including the duty to act in the best interests of the Company; or neglects or intentionally disregards his duties under this Agreement or any other material violation by Executive of this Agreement; (E)

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if Executive disregards reasonable instructions of the Board that are not inconsistent with Executive's position and those duties defined herein, and which refusal is not remedied by Executive within a reasonable period of time after receiving written notice of such disobedience; (F) if Executive engages in embezzlement, theft, larceny, material fraud, or other acts of dishonesty; (G) if Executive engages in conduct involving moral turpitude; and/or, (H) unauthorized disclosure by Executive of the confidences of Company.  For each act/omission that shall constitute Cause, the Board shall provides Executive with written notice that clearly describes the particular acts or omissions which the Board reasonably believes in good faith constitutes Cause, the notice providing Executive an opportunity, within ten (10) days following his receipt of such notice, to meet in person with the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, as determined by the Board, to cure such acts or omissions.   

(ii)

Executive may terminate this Agreement on three weeks' notice to Company.  

(iii)

If Executive's employment terminates his employment or if Executive is terminated for Cause, then Company’s sole and exclusive obligation will be to pay Executive his compensation earned through the date of termination, and Executive shall not be entitled to any compensation after the date of termination.  

(c)

Involuntary Termination.  (i)  If, at any time during the term of this Agreement, Executive's employment terminates as a result of an ‘Involuntary Termination’, as that term is defined below, Company shall pay Executive an amount equal to the unpaid base salaries due Executive through the end of the term of this Agreement as specified in Section 3 in addition to any other payments Company is obligating itself to pay pursuant to the terms of this Agreement.  In addition, upon the executive’s termination as a result of Involuntary Termination, the Executive shall receive a lump sum payment in the amount of ten million dollars ($10,000,000).  Executive shall receive the Performance Bonus for each fiscal year or part thereof (in which case, the Performance Bonus shall be prorated based on the number of months of such period in the applicable fiscal year) during such period.  All payments due to the executive as a result of Involuntary Termination, shall be paid no later than 30 days after such termination.  If, at any time during the term of this Agreement, Executive's employment terminates as a result of Involuntary Termination, as that term is defined below the exercisability of any stock option or any other stock option related award or plan granted by Company, shall be accelerated to the date of the involuntary termination.  Executive shall also receive during such period, Company-paid medical, disability and life insurance coverage as provided to Executive immediately prior to Executive's termination, upon the terms and conditions, including deductibles and co-payments, provided in Company's then-existing plans, policies and programs. In the event that Executive becomes employed by another company, Company shall not have any right of offset or similar right against any earnings arising out of such subsequent employment.

(ii)

“Involuntary Termination” shall mean: (A) the continued assignment to Executive of any duties or the continued material reduction of Executive's duties, either of which is substantially inconsistent with the level of Executive's position with the Company, for a period of thirty (30) days after notice thereof from Executive to

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the Board setting forth in reasonable detail the respects in which Executive believes such assignments or duties are substantially inconsistent with the level of Executive's position; (B)  a reduction in Executive's base compensation or a reduction by Company in the kind or level of employee benefits (other than base compensation and bonus) to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package (other than base compensation and bonus) is materially reduced (other than any reduction applicable to other senior personnel of the Company);(C) any purported termination of Executive's employment by Company other than for Cause or as a result of Executive's disability or death; (D) the failure of Company to obtain the assumption of this Agreement by any successors as contemplated in Section 12; (E) any material breach by Company of any material provision of this Agreement which continues uncured for thirty (30) days following notice thereof; provided that none of the foregoing shall constitute Involuntary Termination to the extent that Executive has agreed thereto; or (F) in the event of a Change of Control of the Company as that term is defined in Paragraph 4(f).

.

(d)

Non-Renewal Without Cause.  In the event that Company without cause fails to offer to renew Executive's employment hereunder for at least the same period of time as specified herein, and on substantially similar terms, it shall pay to Executive severance in the amount of one-twelfth of Executive's base compensation at the time of such non-renewal per month, for a period of twenty four (24) months beginning on the effective date of termination. In the event that Executive becomes employed by another company, Company shall not have any right of offset or similar right against any earnings arising out of such subsequent employment.

(e)

Accrued Salary, etc.  In the event of termination of Executive's employment for any reason: (i) Company shall pay Executive any unpaid base compensation for periods prior to termination; (ii) Company shall pay Executive all of Executive's accrued and unused vacation time through the date of termination; and, (iii) following submission of proper expense reports by Executive, Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of Company prior to termination. All of the above payments shall be made no later than fifteen days from the date of termination or sooner if mandated by law.

6.

Confidentiality and Non-Disclosure: Non-Solicitation.     (a)

For purposes of this Section, the following definitions shall apply:

(i)

“Inventions” shall mean all inventions, processes, methods, formulas, techniques, improvements, modifications and enhancements, whether or not patentable, made by Executive, whether or not during the hours of Executive's employment or with the use of Company's facilities, or any of its subsidiaries or affiliates facilities, materials or personnel, either solely or jointly, during Executive's employment by Company and all inventions, processes, methods, formulas, techniques, improvements, modifications and enhancements made by Executive, during a period of one year after any termination of Executive's employment, which relate directly to the past, present or future business of Company and which are within the scope of Executive's duties during the last 12 months of Executive's employment by the

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Company.

(ii)

“Work Product” shall mean all documentation, software, creative works, know-how and information created, in whole or in part, by Executive during Executive's employment by the Company, whether or not copyrightable or otherwise protectable, excluding Inventions.

(iii)

“Trade Secrets” shall mean compensation data, marketing strategies, new material research, pending projects and proposals, research and development, technological data, all proprietary information, actual and potential, customer lists, vendor lists, pricing and credit techniques, research and development activities, documentation, software, know-how and information relating to the past, present or future business of Company or any of its subsidiaries or affiliates,or any plans relating to the foregoing, or relating to the past, present or future business of a third party that are disclosed to Company, which Company does not disclose to third parties without restrictions on use or further disclosure.

(b)

Executive hereby: (i) agrees to promptly disclose to Company all Inventions and keep accurate records relating to the conception and reduction to practice of all Inventions. Such records shall be the sole and exclusive property of Company, and Executive shall surrender possession of the records to Company upon any suspension or termination of Executive's employment with Company.

(ii)

 assigns to the Company, without additional consideration to Executive, the entire right, title and interest in and to the Inventions and Work Product and in and to all copyrights, patents, trademarks and any and all other proprietary rights therein or based thereon.  Executive agrees that the Work Product shall be deemed to be a "work made for hire." Executive shall execute all such assignments, oaths, declarations and other documents as may be prepared by Company to effect the foregoing.

(iii)

agrees that the Company, without additional consideration to Executive, shall have the exclusive worldwide and perpetual right to use and to make, use and sell products and/or services derived from any Inventions or Work Product.

(c)

Executive shall provide Company with all information, documentation, and assistance that it  may request to perfect, enforce or defend the proprietary rights in or based on the Inventions, Work Product or Trade Secrets.  Company, in its sole discretion, shall determine the extent of the proprietary rights, if any, to be protected in or based on the Inventions, Work Product, and Trade Secrets. All such information, documentation and assistance shall be provided by Executive at no additional expense to Company, except for out-of-pocket expenses which Executive incurred at Company's request.

(d)

During employment and thereafter, Executive shall treat Inventions, Work Product or Trade Secrets on a confidential basis and not disclose them to others without the prior written consent of Company or use Inventions, Work Product or Trade Secrets for any purpose other than for the performance of services for Company.  Executive acknowledges that the Inventions, Work Product or Trade Secrets are the sole and exclusive property of Company.  Executive shall surrender possession of all Inventions, Work Product or Trade Secrets to Company upon any suspension or termination of Executive's employment with Company.  If, after such time, Executive becomes aware of any Inventions, Work Product or Trade Secrets in Executive's

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possession, Executive shall immediately surrender those Trade Secrets to Company.

(e)

Executive acknowledges that the work force of Company and its subsidiaries constitutes a unique, valuable and special asset of Company. Therefore, Executive agrees that during his employment with Company, and for a period of one year following termination of such employment for any reason, Executive shall not, directly or indirectly, recruit or hire or solicit for business any person who, during the 12-month period preceding the date of recruitment or hiring or solicitation, was an executive, customer, or client of the Company or any of its subsidiaries or affiliates.

(f)

In the event of a breach or threatened breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive from any such breach. Nothing herein contained shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach, including the recovery of damages from Executive.

7.

Restrictive Covenants.     (a)  Executive hereby acknowledges and recognizes the highly competitive nature of Company's business and accordingly agrees that he will not from and after the date hereof, until the ‘Designated Date’ (as hereinafter defined) (i) engage, directly or indirectly in any ‘Competitive Activity’ (as hereinafter defined), whether such engagement shall be as an officer, director, employee, consultant, agent, lender, stockholder, or other participant; or (ii) assist, directly or indirectly, others in engaging in any Competitive Activity.  

(b)

As used herein, the term “Competitive Activity" shall mean and include the development, distribution, sale, marketing and management of  products and services offered or planned to be offered by Company during Executive's employment with the Company.

(c)

As used herein, "Designated Date" shall mean the following:  (i) if Executive voluntarily terminates employment with Company in violation of this Agreement, then the ‘Designated Date’ shall be the second (2nd) anniversary of the effective date of such termination;  (ii) if Company terminates this Agreement for cause, then the "Designated Date" shall be the second (2nd) anniversary of the effective date of such termination; (iii) if Company offers to renew this Agreement for at least the same period of time as specified herein, and on substantially similar terms, and Executive declines, then the term "Designated Date" shall be the second (2nd) anniversary of the effective date of termination; (iv)  if Company fails to offer to renew this Agreement for at least the same period of time as specified herein, and on substantially similar terms, without cause, then the term "Designated Date" shall mean the effective date of termination; or, (v)  in the event of an Involuntary Termination, then the term "Designated Date" shall mean the effective date of such termination.

(d)

It is the desire and intent of the parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction which enforcement is sought. Accordingly, if any particular provision of this Section shall be adjudicated to be invalid or unenforceable, such provision of this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provisions of this Section in the particular jurisdiction in which such adjudication is made. In addition, if the scope of any restriction contained in this

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Section is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such restriction shall be enforced to the maximum extent permitted by law, and  agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

(e)

If there is a breach or threatened breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive from any such breach. Nothing herein contained shall, be construed as prohibiting Company from pursuing any other remedies available for such breach or threatened breach or any other breach of this Agreement.

8.

Executive Representations and Warranties.  (a)   Executive represents and warrants as of the date of his initial hiring by Company and as of the Effective Date:

(i)

To the extent applicable, Executive has complied with any and all written and/or oral conditions of Executive's former employment concerning resignation and notice of resignation or termination of employment;

(ii)

To the extent applicable, Executive has returned to Executive's former employer all of the former employer's property and confidential proprietary material and that he  will not disclose to the Company, or use during Executive's employment by the Company, any of Executive's previous employer's trade secrets and confidential proprietary information;

(iii)

Neither the execution of this Agreement, nor employment with the Company, nor performance of the duties required hereby will violate any obligations of Executive to any former employer or breach any agreement to keep in confidence information acquired by Executive before Executive's employment by the Company; and,

(iv)

Executive has not entered into, and will not enter into any agreements, either written or oral, that conflicts with this Agreement.  

(b)

Executive understands and agrees that the representations and warranties set forth in this Section are material inducements upon which Company has relied in entering into this Agreement.

9.

Survival.  Any of the terms and covenants contained in this Agreement which require the performance of either party after the Closing shall survive the Closing.

10.

Notices.   (a)

All notices required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally, by certified or registered mail, return receipt requested, postage prepaid, or by overnight courier, to the following persons at the following addresses, or to such other persons at such other addresses as any party may request by notice in writing to the other party to this Agreement:

If to Executive:

Pinchas Althaus

575 East New York Avenue

Brooklyn, New York 11225

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If to Company:

Empire Minerals Corp.

410 Park Avenue, Fifteenth Floor

New York, New York 10022

Attn.:  President

With a copy to:

Guzov Ofsink, LLC

600 Madison Avenue, 14^th Floor

New York, New York 10022

Attn.: Darren Ofsink, Esq.

11.

Successors and Assigns.  Any successor of Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform such obligations in the absence of such a succession.  For all purposes of this Agreement, the term "Company" shall include any successor to Company's business and/or assets which executes and delivers the assumption agreement described above or which becomes bound by the terms of this Agreement by operation of law.

12.

Assignment.  This Agreement is personal in nature and Executive shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder. Executive's right to receive payments hereunder shall not be assignable, transferable, or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this section, Company shall not have any liability to pay any amount so attempted to be assigned, transferred, or delegated.

13.

Severability.   If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then both parties shall be relieved of all obligations arising under such provision, but only to the extent such provision is illegal, unenforceable, or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if such is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The foregoing notwithstanding, if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.

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14.

Entire Agreement; Integration  This Agreement, intended by the parties to be the final expression of their Agreement with respect to the employment of Executive by Company and may not be contradicted by evidence of any prior or contemporaneous agreement, constitutes the entire agreement and supersedes all other prior or contemporaneous agreements, employment contracts, and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement.   

15.

Amendments; Modifications.   This Agreement may be amended only by the written agreement of the parties hereto. No provisions of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16.

Choice of Law.  The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law, and any action relating to this Agreement or Executive's employment with Employer shall be brought exclusively in the state or federal courts of the State of New York, County of New York.

17.

Voluntary Execution.  Executive acknowledges that he has read and understands the Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by Company other than those contained in writing herein. Executive hereby represents and warrants to Company and acknowledges and agrees that he has been advised to obtain independent legal counsel regarding this Agreement and that he had the opportunity to seek and was not prevented nor discouraged by Company from seeking independent legal advice prior to the execution and delivery this Agreement and that, in the event that he did not avail himself of that opportunity prior to signing this Agreement, he did so knowingly, voluntarily, without any undue pressure and agrees that his failure to obtain independent legal advice shall not be used by him as a defense to the enforcement of his obligations under this Agreement.

18.

Joint Construction.    The drafting and negotiation of this Agreement has been participated in by each of the parties hereto, and for all purposes, therefore, this Agreement shall be deemed to have been drafted jointly by each of the parties and any rule of construction concerning ambiguous terms being construed against the drafting party shall not be in effect.

19.

No Assignment of Benefits.  The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including without limitation bankruptcy, garnishments, attachment or other creditor's process, and any action in violation of this Section shall be void.

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20.

Withholding of Taxes.   Company may withhold from any amounts payable under this Agreement all federal, state, city, and other taxes as shall be required pursuant to any law or government regulation or ruling.

21.

Non-Solicitation.   Executive hereby agrees that he will not, during the period commencing on the date hereof and ending two (2) years following the expiration of the term of this Agreement, be a party to or abet any solicitation of customers, clients or suppliers of Company or any of its subsidiaries, to transfer business from Company or any of its subsidiaries to any other person, or seek in any way to persuade or entice any employee of Company or any of its subsidiaries to leave that employment or to be a party to or abet any such action.  Additionally, Executive will promptly disclose to the Board full information concerning any interest, direct or indirect, of Executive (as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member of his family in any business is reasonably known to Executive to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to Company or to any of its suppliers or customers.

22.

 Return of Materials.  All property, including, without limitation, all books, manuals, memorandums; policy statements, correspondence (letters, telegrams, mailgrams), minutes of meetings, agendas, interoffice communications, forecasts, analyses, working papers, charts, expense account reports, ledgers, journals, financial statements, statements of accounts, data compilations, records, reports, notes, memoranda, computer disks, flow charts, computer documents and computer software, data sheets, contracts, lists, and other documents, proprietary information and equipment pertaining to the business of Company or any of its subsidiaries and associates that may come into the possession or control of Executive, or furnished to and/or prepared by Executive, shall at all times remain the property of Company or such subsidiary or associate, as the case may be.  On termination of Executive's employment for any reason, Executive agrees to deliver promptly to Company all such property of Company in the possession of Executive or directly or indirectly under the control of Executive.  Executive agrees not to make for his personal or business use or that of any other party, reproductions or copies of any such property or other properly of Company.

23.

Code Section 409A.  Notwithstanding anything in this Agreement or elsewhere to the contrary, (i) if, based on Internal Revenue Service guidance available as of the date the payment provision of any amount or other benefit is specified to be made under this Agreement or elsewhere, Executive reasonably determines that the payment or provision of such amount or other benefit at such specified time may potentially subject Executive to “additional tax” under Section 409A(a)(1)(B) of the Code (together with interest or penalties imposed with respect to, or in connection with, such tax, a (409A Tax”) with respect to the payment of such amount or the provision of such benefit, and if payment or provision thereof at a later would likely avoid any such 409A Tax, as if the deferral of such payment  (i) will not create an additional expense to the Company; and (ii) Company will continue to get the current tax benefit of the payment, then the payment or provision thereof shall be postponed to the earliest business day

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on which Executive reasonably determines such amount or benefit can be paid or provided without incurring any such 409A Tax, but in no event later than the first business day after the six month anniversary of the date of Executive’s termination and Executive may agree to take other actions to avoid the imposition of the 409A Tax at such time and in such manner permitted under Section 409A. If Executive dies during such six-month period, any such payments shall be paid to the personal representative of Executive’s estate as soon as practicable, but not later than 60 days, after the date of Executive’s death.

24.

Attorney Fees.  In the event an arbitration, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

25.

Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

26.

 Prior Agreement.  The negotiation and/or execution of this Agreement shall not act as a termination and/or discharge of Executive under the April Agreement.  Additionally, Company shall not be obligated and is not liable for any severance or payment under the April Agreement.  Upon execution of this Agreement, the April Agreement shall be null and void with no further obligation of either party, in any regard, to the other.  Notwithstanding anything hereto, Company and Executive do acknowledge that Executive is owed the amount of $67,308, such amount representing salary earned by Executive but not paid, the payment to be subsequently paid as further agreed between the parties.

27.

Counterparts.   This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first above written.

DOMINION MINERALS CORP.  

By:__________________________  

Name:

 Diego E. Roca

Title: Executive Vice-President

By:__________________________

PINCHAS ALTHAUS, Individually

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EX-10.7

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement"), effective as of December 1, 2007 ("Effective Date"), by and between DOMINION MINERALS CORP. f/k/a Empire Minerals Corp., a Delaware corporation, with an office at 410 Park Avenue, Fifteenth Floor, New York, New York 10022 ("Company"), and DIEGO E. ROCA, with an address of 1 Marion Court, Old Bridge, New Jersey 08857 ("Executive").  

WHEREAS, Executive is currently employed by Company as its Executive Vice President and Chief Financial Officer;

WHEREAS, Company and Executive desire to enter into this Agreement to provide additional financial security and benefits to Executive, to encourage Executive to continue employment with Company and to enhance the motivation of Executive to increase the productivity of Company.

NOW, THEREFORE, that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties agree as follows:

1.

Duties and Scope of Employment.    Company shall employ Executive in the position of Executive Vice-President and Chief Financial Officer, with such duties and responsibilities as in effect as of the Effective Date; provided, however, that the Board of Directors of Company ("Board") shall have the right to revise such responsibilities from time to time as the Board may deem necessary or appropriate. Such duties and responsibilities shall be commensurate with Executive's past practices and consistent with his positions in the capacities set forth above.

2.

Restriction on Outside Business Activities.   Executive shall devote substantially all his working time and efforts to the business and affairs of the Company, shall use his best efforts to advance the best interests of the Company, and shall not engage in outside business activities that interfere with the performance of his duties hereunder.  Executive shall not, without the Board’s prior written consent:

(a)

render to others services of any kind, or engage in any other business activity that would materially interfere with the performance of his duties under this Agreement;

(b)

perform any services, directly or indirectly, whether as an employee, consultant, independent contractor, for any person or entity competing, directly or indirectly with Company;

(c)

own, directly or indirectly, whether as partner, creditor, shareholder, or otherwise, any interest in any entity competing, directly or indirectly, with the Company;

(d)

promote, participate, or engage in any activity or other business competitive with the Company; compete, directly or indirectly, with any products or services marketed or offered by the Company; or

(e)

engage in any activity which could be deemed to be a conflict of interest.

3.

Term of Employment.  This Agreement shall commence on the Effective Date and shall continue until the earliest of: (a) three (3) years from the Effective Date, or, (b) until such times as notice of termination of this Agreement is given in writing by either Company or Executive to the other.  Renewal of this Agreement may be made on such terms as the parties may agree no later than September 30, 2010 and if there is no mutually acceptable agreement to renew reduced to writing no later than September 30, 2010 then this Agreement shall be deemed to not have been renewed.

4.

Executive's Compensation and Benefits.

(a)

Base Salary.  Company shall pay base salaries to Executive as follows: (i) $145,000.00 per year, from December 1, 2007 to November 30, 2008; (ii) $175,000.00 per year, from December 1, 2008 to November 30, 2009; and, (iii) $225,000.00 per year, from December 1, 2009 to November 30, 2010.  The base salaries shall be payable bi-weekly in arrears or at such other intervals as other employees are paid by Company.  Such salaries may be further increased from to time, in the sole discretion of the Board.  Other than as herein provided, there shall be no cost-of-living increase or merit increase in the annual base salary unless agreed to in writing by the Board.

(b)

Bonus.   During the term of this Agreement,  Executive will be entitled to receive a bonus ("Performance Bonus") to be determined prior to each annual anniversary period by the Chairman of the Board of Directors, the Performance Bonus being subject to the achievement of performance criterias as set forth by the Chairman of the Board of Directors.  The performance criterias are to be established prior to each performance period.  Such payment shall be made within thirty (30) days after such determination.  Executive shall be eligible for the Performance Bonus only if Executive is an employee of Company in good standing during the entire applicable fiscal pay year and on the date the payment is due.  Company reserves the right to implement a bonus plan document to further describe the Performance Bonus which Executive acknowledges and agrees may place additional restrictions on the payment of the Performance Bonus consistent with reasonable industry practice. The Board may from time to time award Executive additional bonuses in its sole and absolute discretion.

(c)

Benefits.  During employment, Executive shall be entitled participate in and receive all benefits under Company's executive benefits plan that are generally made available to all senior executives of Company on terms at least as favorable as those offered to other senior executives of the Company, subject in each case to the generally applicable terms and conditions of the plan or program in question and to the determination of the Board or any committee administering such plan or program.  In the event, that the Executive chooses to exercise an option to a COBRA plan offered by the Executive’s or the Executive’s spouse’s previous employer, the Company shall reimburse the Executive for the lesser of the total amount of the monthly premium of the COBRA coverage or the amount of the monthly premium under the Company’s Health Insurance policy.  The payment shall be due and payable monthly, on the first (1^st) of every month for the entire COBRA period.   

(d)

Vacation.  Executive shall be entitled to four (4) weeks paid vacation time during each year of this Agreement, at a time approved in advance, which approval shall not be unreasonably withheld but shall take into account the staffing requirements of Company and the need for the timely performance of the President's responsibilities.   Executive shall be permitted to carry over unused vacation time from one year to another.

(e)

Expenses.  Company shall reimburse Executive for all reasonable business and travel expenses actually incurred by or paid by Executive in the performance of services on behalf of Company, in accordance with Company's expense reimbursement policy as in effect from time to time.  For all such expenses Executive shall furnish to Company originals of all invoices or statements in respect of which Executive seeks reimbursement.  

(f)

Other Payments.   In the event that Company's independent auditors determine and/or confirmed that any benefit received or to be received by Executive pursuant to this Agreement or otherwise from Company (collectively, "Payments") would be subject to the excise tax (or related interest and/or penalties) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), or any similar or successor provision ("Excise Tax"), including, without limitation, the vesting of options, Company shall pay to Executive within thirty (30) days of such determination/confirmation, or within ninety (90) days of the date Executive becomes subject to the Excise Tax), an additional payment ("Gross-Up Payment") in an amount sufficient to pay all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment).  For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of Excise Tax, (i) any other payments or benefits received or to be received in connection with a Change of Control of the Company, as that term is hereinafter defined or Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company), shall be treated as "parachute payments" within the meaning of Section 280(G)(b)(2) of the Code or any similar or successor provision, and all "excess parachute payments" within the meaning of Section 280G(b)(l) or any similar or successor provision shall be treated as subject to the Excise Tax, unless, in the opinion of tax counsel selected by the Company, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services within the meaning of Section 2800(b) or any similar or successor provision of the Code in excess of the base amount within the meaning of Section 280G(b)(3) or any similar or successor provision of the Code, or are otherwise not subject to the Excise Tax.  For purposes of this Agreement, the term, “Change in Control” means any “person” as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), but specifically excluding Company, any wholly-owed subsidiary of Company and/or any employee benefit plan maintained by Company or any wholly-owned subsidiary of Company) becomes the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Company representing twenty (20%) percent or more of the combined voting power of Company’s then outstanding securities; or (2) individuals who currently serve on the Board, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (3) Company or any subsidiary of Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of Company outstanding immediately prior thereto holding immediately thereafter securities representing more than thirty (30%) percent of the combined voting power of the voting securities of Company or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or (4) the stockholders of Company approve a plan of complete liquidation of Company or an agreement for the sale or disposition by Company of all or substantially all of Company’s assets, or such a plan is commenced; (ii) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of the excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or a deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest nominal marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest nominal marginal rate of taxation in the state and locality of Executive's residence on the date of termination of Executive's employment, net of the maximum reduction in federal income taxes which could be obtained from deducting such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Executive's employment, Executive shall repay to Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to the Excise Tax and federal (and state and local) income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax and/or a federal (and state and local) income tax deduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of termination of Executive's employment (including by reason of a payment the existence or amount of which cannot be determined at the date of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. Company may contest any claim by the Internal Revenue Service which would require the payment of the Gross-Up Payment hereunder, provided that Company  bear directly all costs and expenses (including interest and penalties) incurred in connection with such contest and  indemnifies and holds Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of any such claim and payment of costs and expenses.

5.

Termination of Employment; Severance.  Company may terminate Executive's employment hereunder at any time with or without cause

(a)

By Death or Disability.   (i)

Executive's employment shall terminate automatically upon his death.  Company shall pay or provide to Executive's beneficiaries or estate, as appropriate, compensation in the amount of one-twelfth of Executive’s base salary as of the date of death per month for a period of eighteen (18) months following Executive’s death, and any benefits to which Executive is entitled, through that date. Thereafter, Company's obligations shall terminate except as noted below.

(ii)

If, in the sole opinion of Company, Executive shall be prevented from properly performing his duties by reason of any physical or mental incapacity for a period of more than four (4) months in the aggregate or three (3) consecutive months in any twelve-month period, or if Executive is deemed permanently disabled then, to the extent permitted by law, Executive's employment shall terminate on, and the compensation and benefits to which Executive is entitled shall be paid or provided for an additional twelve (12) month period Thereafter, Company's obligations shall terminate except as noted below.

(iii)

In the event of termination for disability, Executive shall be entitled to the benefits provided under Company's then-existing disability or extended sick pay plan, for so long as Executive continues to be disabled under this Agreement or benefits otherwise terminate under such plan, whether or not Executive is deemed to be disabled under such plan.

(b)

By Company for Cause; Voluntary Resignation.

(i)

Company may terminate, without liability, Executive's employment for Cause, as that term is hereinafter defined  at any time and without notice.  For purposes of this Agreement, “Cause” shall mean the following: (A)  if there is a repeated and demonstrated failure on the part of Executive to perform the material duties of Executive's position in a competent manner and where Executive fails to substantially remedy the failure within a reasonable period of time after receiving written notice of such failure from Company; (B) if Executive is convicted of or pleads guilty or nolo contendere to a criminal offense, law or regulation that involves fraud, dishonesty or misconduct, or which has or may have a material adverse affect on Executive’s ability to carry out his duties under this Agreement or upon the reputation of Company; (C) if Executive or any member of his family makes any personal profit arising out of or in connection with a transaction to which Company is a party or with which it is associated without making disclosure to and obtaining the prior written consent of the Company; (D)  if Executive breaches his fiduciary duties to the Company, including the duty to act in the best interests of the Company; or neglects or intentionally disregards his duties under this Agreement or any other material violation by Executive of this Agreement; (E) if Executive disregards reasonable instructions of the Board that are not inconsistent with Executive's position and those duties defined herein, and which refusal is not remedied by Executive within a reasonable period of time after receiving written notice of such disobedience; (F) if Executive engages in embezzlement, theft, larceny, material fraud, or other acts of dishonesty; (G) if Executive engages in conduct involving moral turpitude; and/or, (H) unauthorized disclosure by Executive of the confidences of Company.  For each act/omission that shall constitute Cause, the Board shall provides Executive with written notice that clearly describes the particular acts or omissions which the Board reasonably believes in good faith constitutes Cause, the notice providing Executive an opportunity, within ten (10) days following his receipt of such notice, to meet in person with the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, as determined by the Board, to cure such acts or omissions.   

(ii)

Executive may terminate this Agreement on three weeks' notice to Company.  

(iii)

If Executive's employment terminates his employment or if Executive is terminated for Cause, then Company’s sole and exclusive obligation will be to pay Executive his compensation earned through the date of termination, and Executive shall not be entitled to any compensation after the date of termination.  

(c)

Involuntary Termination.  (i)  If, at any time during the term of this Agreement, Executive's employment terminates as a result of an ‘Involuntary Termination’, as that term is defined below, Company shall pay Executive an amount equal to the unpaid base salaries due Executive through the end of the term of this Agreement as specified in Section 3 in addition to any other payments Company is obligating itself to pay pursuant to the terms of this Agreement.  In addition, upon the executive’s termination as a result of Involuntary Termination, the Executive shall receive a lump sum payment in the amount of one million dollars ($1,000,000).  Executive shall receive the Performance Bonus for each fiscal year or part thereof (in which case, the Performance Bonus shall be prorated based on the number of months of such period in the applicable fiscal year) during such period.  If, at any time during the term of this Agreement, Executive's employment terminates as a result of Involuntary Termination, as that term is defined below the exercisability of any stock option or any other stock option related award or plan granted by Company, shall be accelerated to the date of the involuntary termination.  Executive shall also receive during such period, Company-paid medical, disability and life insurance coverage as provided to Executive immediately prior to Executive's termination, upon the terms and conditions, including deductibles and co-payments, provided in Company's then-existing plans, policies and programs. In the event that Executive becomes employed by another company, Company shall not have any right of offset or similar right against any earnings arising out of such subsequent employment.

(ii)

“Involuntary Termination” shall mean: (A) the continued assignment to Executive of any duties or the continued material reduction of Executive's duties, either of which is substantially inconsistent with the level of Executive's position with the Company, for a period of thirty (30) days after notice thereof from Executive to the Board setting forth in reasonable detail the respects in which Executive believes such assignments or duties are substantially inconsistent with the level of Executive's position; (B)  a reduction in Executive's base compensation or a reduction by Company in the kind or level of employee benefits (other than base compensation and bonus) to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package (other than base compensation and bonus) is materially reduced (other than any reduction applicable to other senior personnel of the Company);(C) any purported termination of Executive's employment by Company other than for Cause or as a result of Executive's disability or death; (D) the failure of Company to obtain the assumption of this Agreement by any successors as contemplated in Section 12; or, (E) any material breach by Company of any material provision of this Agreement which continues uncured for thirty (30) days following notice thereof; provided that none of the foregoing shall constitute Involuntary Termination to the extent that Executive has agreed thereto.

(d)

Non-Renewal Without Cause.  In the event that Company without cause fails to offer to renew Executive's employment hereunder for at least the same period of time as specified herein, and on substantially similar terms, it shall pay to Executive severance in the amount of one-twelfth of Executive's base compensation at the time of such non-renewal per month, for a period of eighteen  (24) months beginning on the effective date of termination. In the event that Executive becomes employed by another company, Company shall not have any right of offset or similar right against any earnings arising out of such subsequent employment.

(e)

Accrued Salary, etc.  In the event of termination of Executive's employment for any reason: (i) Company shall pay Executive any unpaid base compensation for periods prior to termination; (ii) Company shall pay Executive all of Executive's accrued and unused vacation time through the date of termination; and, (iii) following submission of proper expense reports by Executive, Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of Company prior to termination. All of the above payments shall be made no later than fifteen days from the date of termination or sooner if mandated by law.

6.

Confidentiality and Non-Disclosure: Non-Solicitation.     (a)

For purposes of this Section, the following definitions shall apply:

(i)

“Inventions” shall mean all inventions, processes, methods, formulas, techniques, improvements, modifications and enhancements, whether or not patentable, made by Executive, whether or not during the hours of Executive's employment or with the use of Company's facilities, or any of its subsidiaries or affiliates facilities, materials or personnel, either solely or jointly, during Executive's employment by Company and all inventions, processes, methods, formulas, techniques, improvements, modifications and enhancements made by Executive, during a period of one year after any termination of Executive's employment, which relate directly to the past, present or future business of Company and which are within the scope of Executive's duties during the last 12 months of Executive's employment by the Company.

(ii)

“Work Product” shall mean all documentation, software, creative works, know-how and information created, in whole or in part, by Executive during Executive's employment by the Company, whether or not copyrightable or otherwise protectable, excluding Inventions.

(iii)

“Trade Secrets” shall mean compensation data, marketing strategies, new material research, pending projects and proposals, research and development, technological data, all proprietary information, actual and potential, customer lists, vendor lists, pricing and credit techniques, research and development activities, documentation, software, know-how and information relating to the past, present or future business of Company or any of its subsidiaries or affiliates,or any plans relating to the foregoing, or relating to the past, present or future business of a third party that are disclosed to Company, which Company does not disclose to third parties without restrictions on use or further disclosure.

(b)

Executive hereby: (i) agrees to promptly disclose to Company all Inventions and keep accurate records relating to the conception and reduction to practice of all Inventions. Such records shall be the sole and exclusive property of Company, and Executive shall surrender possession of the records to Company upon any suspension or termination of Executive's employment with Company.

(ii)

 assigns to the Company, without additional consideration to Executive, the entire right, title and interest in and to the Inventions and Work Product and in and to all copyrights, patents, trademarks and any and all other proprietary rights therein or based thereon.  Executive agrees that the Work Product shall be deemed to be a "work made for hire." Executive shall execute all such assignments, oaths, declarations and other documents as may be prepared by Company to effect the foregoing.

(iii)

agrees that the Company, without additional consideration to Executive, shall have the exclusive worldwide and perpetual right to use and to make, use and sell products and/or services derived from any Inventions or Work Product.

(c)

Executive shall provide Company with all information, documentation, and assistance that it  may request to perfect, enforce or defend the proprietary rights in or based on the Inventions, Work Product or Trade Secrets.  Company, in its sole discretion, shall determine the extent of the proprietary rights, if any, to be protected in or based on the Inventions, Work Product, and Trade Secrets. All such information, documentation and assistance shall be provided by Executive at no additional expense to Company, except for out-of-pocket expenses which Executive incurred at Company's request.

(d)

During employment and thereafter, Executive shall treat Inventions, Work Product or Trade Secrets on a confidential basis and not disclose them to others without the prior written consent of Company or use Inventions, Work Product or Trade Secrets for any purpose other than for the performance of services for Company.  Executive acknowledges that the Inventions, Work Product or Trade Secrets are the sole and exclusive property of Company.  Executive shall surrender possession of all Inventions, Work Product or Trade Secrets to Company upon any suspension or termination of Executive's employment with Company.  If, after such time, Executive becomes aware of any Inventions, Work Product or Trade Secrets in Executive's possession, Executive shall immediately surrender those Trade Secrets to Company.

(e)

Executive acknowledges that the work force of Company and its subsidiaries constitutes a unique, valuable and special asset of Company. Therefore, Executive agrees that during his employment with Company, and for a period of one year following termination of such employment for any reason, Executive shall not, directly or indirectly, recruit or hire or solicit for business any person who, during the 12-month period preceding the date of recruitment or hiring or solicitation, was an executive, customer, or client of the Company or any of its subsidiaries or affiliates.

(f)

In the event of a breach or threatened breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive from any such breach. Nothing herein contained shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach, including the recovery of damages from Executive.

7.

Restrictive Covenants.     (a)  Executive hereby acknowledges and recognizes the highly competitive nature of Company's business and accordingly agrees that he will not from and after the date hereof, until the ‘Designated Date’ (as hereinafter defined) (i) engage, directly or indirectly in any ‘Competitive Activity’ (as hereinafter defined), whether such engagement shall be as an officer, director, employee, consultant, agent, lender, stockholder, or other participant; or (ii) assist, directly or indirectly, others in engaging in any Competitive Activity.  

(b)

As used herein, the term “Competitive Activity" shall mean and include the development, distribution, sale, marketing and management of  products and services offered or planned to be offered by Company during Executive's employment with the Company.

(c)

As used herein, "Designated Date" shall mean the following:  (i) if Executive voluntarily terminates employment with Company in violation of this Agreement, then the ‘Designated Date’ shall be the second (2nd) anniversary of the effective date of such termination;  (ii) if Company terminates this Agreement for cause, then the "Designated Date" shall be the second (2nd) anniversary of the effective date of such termination; (iii) if Company offers to renew this Agreement for at least the same period of time as specified herein, and on substantially similar terms, and Executive declines, then the term "Designated Date" shall be the second (2nd) anniversary of the effective date of termination; (iv)  if Company fails to offer to renew this Agreement for at least the same period of time as specified herein, and on substantially similar terms, without cause, then the term "Designated Date" shall mean the effective date of termination; or, (v)  in the event of an Involuntary Termination, then the term "Designated Date" shall mean the effective date of such termination.

(d)

It is the desire and intent of the parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction which enforcement is sought. Accordingly, if any particular provision of this Section shall be adjudicated to be invalid or unenforceable, such provision of this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provisions of this Section in the particular jurisdiction in which such adjudication is made. In addition, if the scope of any restriction contained in this Section is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such restriction shall be enforced to the maximum extent permitted by law, and  agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

(e)

If there is a breach or threatened breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive from any such breach. Nothing herein contained shall, be construed as prohibiting Company from pursuing any other remedies available for such breach or threatened breach or any other breach of this Agreement.

8.

Executive Representations and Warranties.  (a)   Executive represents and warrants as of the date of his initial hiring by Company and as of the Effective Date:

(i)

To the extent applicable, Executive has complied with any and all written and/or oral conditions of Executive's former employment concerning resignation and notice of resignation or termination of employment;

(ii)

To the extent applicable, Executive has returned to Executive's former employer all of the former employer's property and confidential proprietary material and that he  will not disclose to the Company, or use during Executive's employment by the Company, any of Executive's previous employer's trade secrets and confidential proprietary information;

(iii)

Neither the execution of this Agreement, nor employment with the Company, nor performance of the duties required hereby will violate any obligations of Executive to any former employer or breach any agreement to keep in confidence information acquired by Executive before Executive's employment by the Company; and,

(iv)

Executive has not entered into, and will not enter into any agreements, either written or oral, that conflicts with this Agreement.  

(b)

Executive understands and agrees that the representations and warranties set forth in this Section are material inducements upon which Company has relied in entering into this Agreement.

9.

Survival.  Any of the terms and covenants contained in this Agreement which require the performance of either party after the Closing shall survive the Closing.

10.

Notices.   (a)

All notices required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally, by certified or registered mail, return receipt requested, postage prepaid, or by overnight courier, to the following persons at the following addresses, or to such other persons at such other addresses as any party may request by notice in writing to the other party to this Agreement:

If to Executive:

Diego E. Roca

1 Marion Court

Old Bridge, New Jersey 08857

If to Company:

Empire Minerals Corp.

410 Park Avenue, Fifteenth Floor

New York, New York 10022

Attn.:  President

With a copy to:

Guzov Ofsink, LLC

600 Madison Avenue, 14^th Floor

New York, New York 10022

Attn.: Darren Ofsink, Esq.

11.

Successors and Assigns.  Any successor of Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform such obligations in the absence of such a succession.  For all purposes of this Agreement, the term "Company" shall include any successor to Company's business and/or assets which executes and delivers the assumption agreement described above or which becomes bound by the terms of this Agreement by operation of law.

12.

Assignment.  This Agreement is personal in nature and Executive shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder. Executive's right to receive payments hereunder shall not be assignable, transferable, or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this section, Company shall not have any liability to pay any amount so attempted to be assigned, transferred, or delegated.

13.

Severability.   If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then both parties shall be relieved of all obligations arising under such provision, but only to the extent such provision is illegal, unenforceable, or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if such is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The foregoing notwithstanding, if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.

14.

Entire Agreement; Integration  This Agreement, intended by the parties to be the final expression of their Agreement with respect to the employment of Executive by Company and may not be contradicted by evidence of any prior or contemporaneous agreement, constitutes the entire agreement and supersedes all other prior or contemporaneous agreements, employment contracts, and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement.   

15.

Amendments; Modifications.   This Agreement may be amended only by the written agreement of the parties hereto. No provisions of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16.

Choice of Law.  The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law, and any action relating to this Agreement or Executive's employment with Employer shall be brought exclusively in the state or federal courts of the State of New York, County of New York.

17.

Voluntary Execution.  Executive acknowledges that he has read and understands the Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by Company other than those contained in writing herein. Executive hereby represents and warrants to Company and acknowledges and agrees that he has been advised to obtain independent legal counsel regarding this Agreement and that he had the opportunity to seek and was not prevented nor discouraged by Company from seeking independent legal advice prior to the execution and delivery this Agreement and that, in the event that he did not avail himself of that opportunity prior to signing this Agreement, he did so knowingly, voluntarily, without any undue pressure and agrees that his failure to obtain independent legal advice shall not be used by him as a defense to the enforcement of his obligations under this Agreement.

18.

Joint Construction.    The drafting and negotiation of this Agreement has been participated in by each of the parties hereto, and for all purposes, therefore, this Agreement shall be deemed to have been drafted jointly by each of the parties and any rule of construction concerning ambiguous terms being construed against the drafting party shall not be in effect.

19.

No Assignment of Benefits.  The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including without limitation bankruptcy, garnishments, attachment or other creditor's process, and any action in violation of this Section shall be void.

20.

Withholding of Taxes.   Company may withhold from any amounts payable under this Agreement all federal, state, city, and other taxes as shall be required pursuant to any law or government regulation or ruling.

21.

Non-Solicitation.   Executive hereby agrees that he will not, during the period commencing on the date hereof and ending two (2) years following the expiration of the term of this Agreement, be a party to or abet any solicitation of customers, clients or suppliers of Company or any of its subsidiaries, to transfer business from Company or any of its subsidiaries to any other person, or seek in any way to persuade or entice any employee of Company or any of its subsidiaries to leave that employment or to be a party to or abet any such action.  Additionally, Executive will promptly disclose to the Board full information concerning any interest, direct or indirect, of Executive (as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member of his family in any business is reasonably known to Executive to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to Company or to any of its suppliers or customers.

22.

 Return of Materials.  All property, including, without limitation, all books, manuals, memorandums; policy statements, correspondence (letters, telegrams, mailgrams), minutes of meetings, agendas, interoffice communications, forecasts, analyses, working papers, charts, expense account reports, ledgers, journals, financial statements, statements of accounts, data compilations, records, reports, notes, memoranda, computer disks, flow charts, computer documents and computer software, data sheets, contracts, lists, and other documents, proprietary information and equipment pertaining to the business of Company or any of its subsidiaries and associates that may come into the possession or control of Executive, or furnished to and/or prepared by Executive, shall at all times remain the property of Company or such subsidiary or associate, as the case may be.  On termination of Executive's employment for any reason, Executive agrees to deliver promptly to Company all such property of Company in the possession of Executive or directly or indirectly under the control of Executive.  Executive agrees not to make for his personal or business use or that of any other party, reproductions or copies of any such property or other properly of Company.

23.

Code Section 409A.  Notwithstanding anything in this Agreement or elsewhere to the contrary, (i) if, based on Internal Revenue Service guidance available as of the date the payment provision of any amount or other benefit is specified to be made under this Agreement or elsewhere, Executive reasonably determines that the payment or provision of such amount or other benefit at such specified time may potentially subject Executive to “additional tax” under Section 409A(a)(1)(B) of the Code (together with interest or penalties imposed with respect to, or in connection with, such tax, a (409A Tax”) with respect to the payment of such amount or the provision of such benefit, and if payment or provision thereof at a later would likely avoid any such 409A Tax, as if the deferral of such payment  (i) will not create an additional expense to the Company; and (ii) Company will continue to get the current tax benefit of the payment, then the payment or provision thereof shall be postponed to the earliest business day on which Executive reasonably determines such amount or benefit can be paid or provided without incurring any such 409A Tax, but in no event later than the first business day after the six month anniversary of the date of Executive’s termination and Executive may agree to take other actions to avoid the imposition of the 409A Tax at such time and in such manner permitted under Section 409A. If Executive dies during such six-month period, any such payments shall be paid to the personal representative of Executive’s estate as soon as practicable, but not later than 60 days, after the date of Executive’s death.

24.

Attorney Fees.  In the event an arbitration, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

25.

Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

26.

Counterparts.   This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first above written.

DOMINION MINERALS CORP.  

By:__________________________  

Name:

Pinchas Althaus

Title:

President

By:__________________________

DIEGO E. ROCA,  Individually  

1

Initials: _____

Initials: _____

EX-10.9

CONFIDENTIAL

CONVERTIBLE NOTE

DOMINION MINERALS CORP.
US$15,000

ISSUER/SYMBOL:

Dominion Minerals Corp. (“Dominion” and/or the “Company”) OTC: DMNM.

ISSUE SIZE:

U.S. $15,000 (actual amount, the “Funding”)

PLACEMENT AGENT:

N/A

INVESTORS:

Accredited investors (the “Investors” or “Holders”).

PARTICIPATION:

Participation in the amount of one percent (1%) in the aggregate from any award or final settlement paid by the Republic of Panama to the Company or in the event that no award or final settlement is paid to the Company, newly issued shares representing one and one half percent (1.5%) equity in the aggregate in Dominion Minerals.

CLOSING DATE:

July 1, 2013

TERM:

12 Months

INTEREST:

1% per annum to be paid at the time of repayment of the Note.

AWARD:

The Investor shall receive one percent (1%) in the aggregate of any award or final settlement paid by the Republic of Panama to the Company in addition to the repayment of the note.

CONVERSION:

In the event that there is no award by or settlement with the Republic of Panama to the Company within twelve (12) months or there is no repayment of the Note within twelve (12) months, the Note will automatically convert into newly issued shares of the company that will amount to one and one half percent (1.5%) equity of the Company in the aggregate. The Note holder will have an option to extend the period of the note prior to the automatic conversion for an additional six (6) months.

PREPAYMENT:

The Notes will be prepaid in whole upon any payment by the Republic of Panama or upon the completion of the next capital raise by the Company of not less than $2,000,000.

USE OF PROCEEDS

The Company shall use the net proceeds of the offering to fund its legal action against the Republic of Panama and for general corporate purposes as agreed to by the Board.

AVAILABLE SHARES:

During the period the conversion right exists, the Company will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of the Note. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.

CAPITALIZATION:

The Company is authorized to issue 705,000,000 shares:

700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of June 12 2013, the Company has 87,103,362 of common stock outstanding and other rights to receive Common Stock.

DELIVERY OF CERTIFICATES: As soon as practicable after the Conversion Date and in any event within five (5) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Investor, or as such Investor (upon payment by such holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock to which such Investor shall be entitled on such conversion, plus, at the Company’s election, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then market price of one full share or an additional share, together with any other stock or other securities and property (including cash, where applicable) to which such Investor is entitled upon such conversion.

OTHER LOANS/FINANCING: In the event that the Company concludes any financial transaction, debt or otherwise in the amount of not less than $2,000,000, the Company undertakes to use proceeds from that transaction to repay the Note.

GOVERNING LAW:

This agreement will be governed by New York law. The parties hereto agree to the exclusive jurisdiction and venue of the federal and state courts sitting in New York County.

DISCLOSURE:

This agreement is confidential, and none of its provisions or terms shall be disclosed to anyone who is not a prospective purchaser of the securities contemplated herein, an officer or director of the Company or their agent, adviser or legal counsel, unless required by law.

The Company will make appropriate public disclosure (by press release and appropriate SEC filing).

DOMINION MINERALS CORP.

LENDER

By:

By:

Name: Pini Althaus

Name:

Title: Chief Executive Officer

Title:

EX-10.10

Note: March 23, 2016

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.

23% CONVERTIBLE PROMISSORY NOTE

OF

DOMINION MINERALS CORP.

Issuance Date: March 23, 2016

Principal Amount of Note: $26,000

THIS NOTE (“Note” or “Note”) is a duly authorized Convertible Promissory Note of DOMINION MINERALS CORP. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 23% Convertible Promissory Note Due September 23, 2016 (“Maturity Date”) in the principal amount of Twenty Thousand Dollars ($20,000) (the “Note”).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Fair Choice Limited or its registered assigns or successors-in-interest (“Holder”) the principal sum of Twenty-Six Thousand Dollars ($26,000) together with all accrued but unpaid interest, if any, on the Maturity Date, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock, $0.0001 par value per share (the “Common Stock”), in accordance with the terms hereof.

The purchase price for this Note shall be Twenty Thousand Dollars ($20,000) and Six Thousand Dollars ($6,000) shall be retained by the Purchaser as an original issue discount.

Interest on any outstanding principal balance shall accrue at a rate of 2% per month.

This Note may be prepaid in whole or in part. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

“Conversion Price” shall be $0.01 per share of the Company’s common stock.

“Principal Amount” shall refer to the sum of (i) the original principal amount of this Note, and (ii) all accrued but unpaid interest hereunder.

“Trading Day” shall mean a day on which there is trading on the Principal Market.

“Underlying Shares” means the shares of common stock into which the Note is convertible (including interest or principal payments in common stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion.

(a)

Conversion Right. Subject to the terms hereof and restrictions and

limitations contained herein, the Holder shall have the right, at the Holder's option, at any time to convert the outstanding Principal Amount and Interest under this Note in whole or in part.

be referred to herein as the “Conversion Date”.

(i)

Stock Certificates. The Company will deliver to the

Holder, or Holder’s authorized designee, no later than three (3) Trading Days after the Conversion Date (the “Deadline”), a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note.

If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section prior to the third Trading Day after the Conversion Date, the Company shall pay to the Holder as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1,000) per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be added to the principal value of the Note.

Section 2.00

Defaults and Remedies.

(b) Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default continues for more than five (5) Business Days only after the Company has informed the Holder that repayment of the Note shall be delivered in cash. (ii) a default in the timely issuance of underlying shares upon and in accordance with terms hereof, which default continues for three (3) Business Days after the Company has received notice informing the Company that it has failed to issue shares or deliver stock certificates within the third (^3rd) day following the Conversion Date; (iii) failure by the Company for three (3) Business Days after notice has been received by the Company to comply with any material provision of the Purchase Agreement (including without limitation the failure to issue the requisite number of shares of Common Stock upon conversion hereof;) (iv) a material breach by the Company of its representations or warranties in the Purchase Agreement; (v) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $500,000 or for money borrowed the repayment of which is guaranteed by the Company in excess of $500,000, whether such indebtedness or guarantee now exists or shall be created hereafter; or (vi) failure to have sufficient number of authorized but unissued shares of the Company’s Common Stock available for any conversion.

Remedies. If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In the event of such acceleration, the amount due and owing to the Holder shall be increased to one hundred and fifty percent (125%) of the outstanding Principal Amount of the Note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note shall bear interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default at a rate of thirty percent (30%) annually. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from an Event of Default and any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. The remedies under this Note shall be cumulative and added to the principal value of the Note.

Section 3.00

General.

(c)

Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(d)

Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(e)

Governing Law; Jurisdiction. This note will be governed by and construed in accordance with the laws of the state of New York without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.  Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in New York, New York. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this note.

IN WITNESS WHEREOF, the Parties has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.

DOMINION MINERALS CORP.                                 FAIR CHOICE LTD.

By:__________________________                                 By:__________________________

Name:                                                                                        Name:

Title:                                                                                          Title:

Date:                                                                                          Date:

$20,000.00 Convertible

Note Dominion Mineral Corp.

Fair Choice Ltd.

EXHIBIT A

FORM OF CONVERSION NOTICE

DATE:

FROM:

Fair Choice Ltd.

Re:

$26,000 Convertible Promissory Note (this “Note”) originally issued by DOMINION MINERALS CORP., a Delaware corporation, to Fair Choice Ltd. on March 23, 2016.

The undersigned on behalf of Fair Choice Ltd., hereby elects to convert $

of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value per share, of DOMINION MINERALS CORP. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

_____________________________________________

Date to Effect Conversion

_____________________________________________

Aggregate Principal Amount of Note Being Converted

_____________________________________________

Aggregate Interest on Amount Being Converted

_____________________________________________

Number of Shares of Common Stock to be Issued

$0.01_________________________________________

Applicable Conversion Price

_____________________________________________

Signature

_____________________________________________

Name

_____________________________________________

Address

$20,000.00 Convertible

Note Dominion Mineral Corp.

Fair Choice Ltd.

CORRESP

Converted by EDGARwiz