Exhibit 99.1
Disclosure Statement $.25
DISCLOSURE STATEMENT
MANCHESTER INC.
A NEVADA CORPORATION
DATE OF DISCLOSURE STATEMENT: October 8 , 2002
TYPE OF SECURITIES OFFERED: Shares of Common Stock
of the Company (the "Common
Stock")
NUMBER OF SECURITIES OFFERED: Up to 400,000
Shares of Common Stock (the
"Shares")
PRICE:
$0.25 per Share
Offering Commissions Proceeds to
Price Company
Per Share $0.25 NIL $0.25
Total $100,000 NIL $100,000
The securities offered are offered on a best efforts basis. Sales of
Common Stock will commence on the date of this Disclosure Statement
and will terminate on October 31, 2002 unless the period of the
Offering is extended by the Company's Board of Directors. There is
no minimum number of Shares to be sold.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY
SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
INVESTMENT IN THE COMMON STOCK OFFERED BY THE COMPANY INVOLVES A HIGH
DEGREE OF RISK. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY
ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS SHOULD
RETAIN THEIR OWN PROFESSIONAL ADVISORS TO REVIEW AND EVALUATE THE
FINANCIAL, ECONOMIC, TAX AND OTHER CONSEQUENCES OF THIS INVESTMENT.
INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY
CAN AFFORD TO LOSE THEIR INVESTMENT IN ITS ENTIRETY.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED
UPON THE MERITS OF THIS OFFERING OR GIVEN ITS APPROVAL TO ANY
SECURITIES OFFERED OR TO THE TERMS OF THE OFFERING. THE UNITED
STATES SECURITIES COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
COMPLETENESS OF THIS DISCLOSURE STATEMENT. THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION HAS NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM
REGISTRATION. NO SECURITIES COMMISSION OR SIMILAR REGULATORY
AUTHORITY IN CANADA HAS PASSED ON THE MERITS OF THE SECURITIES
OFFERED NOR HAS IT REVIEWED THIS DISCLOSURE STATEMENT AND ANY
REFERENCE TO THE CONTRARY IS AN OFFENCE.
THE SECURITIES WILL BE DISTRIBUTED IN CANADA PURSUANT TO EXEMPTIONS
FROM THE PROSPECTUS REQUIREMENTS OF THE SECURITIES ACT (BRITISH
COLUMBIA), SECURITIES ACT (ALBERTA),THE SECURITIES ACT (ONTARIO) AND
THE SECURITIES ACT (QUEBEC). THE COMPANY IS NOT AND MAY NEVER BE A
REPORTING ISSUER IN THE PROVINCE OF BRITISH COLUMBIA, THE PROVINCE OF
ALBERTA, THE PROVINCE OF ONTARIO OR THE PROVINCE OF QUEBEC. THE
COMMON SHARES OF THE COMPANY MAY NOT BE RESOLD IN THE PROVINCE OF
BRITISH COLUMBIA, THE PROVINCE OF ALBERT, THE PROVINCE OF ONTARIO OR
THE PROVINCE OF QUEBEC, EXCEPT UNDER A PROSPECTUS OR STATUTORY
EXEMPTION AVAILABLE ONLY IN SPECIFIC AND LIMITED CIRCUMSTANCES UNLESS
AND UNTIL THE ISSUER BECOMES A REPORTING ISSUER IN THE PROVINCE OF
BRITISH COLUMBIA, THE PROVINCE OF ALBERTA, THE PROVINCE OF ONTARIO OR
THE PROVINCE OF QUEBEC, AS APPLICABLE, AND SUCH COMMON SHARES ARE
HELD THEREAFTER FOR THE APPLICABLE HOLD PERIOD. AS THERE IS NO
MARKET FOR THESE SECURITIES, IT MAY BE DIFFICULT OR EVEN IMPOSSIBLE
FOR THE PURCHASER TO SELL THEM IN CANADA.
INVESTOR REVIEW AND FINANCIAL RISK
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THIS OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. INVESTORS ARE ADVISED TO CONSULT WITH
THEIR LEGAL COUNSEL AND A TAX ADVISOR WITH RESPECT TO ANY INVESTMENT
IN THIS OFFERING. NOTE FURTHER, THAT THE PRICE OF THE COMMON STOCK
WAS ARTIFICIALLY DETERMINED BY THE COMPANY AND BEARS NO RELATIONSHIP
TO THE ASSETS, NET WORTH, BOOK VALUE OR POTENTIAL BUSINESS OPERATIONS
OF THE COMPANY. UPON CLOSING OF THIS OFFERING, THERE WILL BE NO
PUBLIC MARKET FOR THE COMMON SHARES DESCRIBED HEREIN. CONSEQUENTLY,
INVESTORS WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT INDEFINITELY.
CONFIDENTIALITY AND LIMITATIONS OF THIS DISCLOSURE STATEMENT
This document contains information that is proprietary to the
Company. It discusses trade and business secrets of the Company and
is intended for use only by the party to whom it is transmitted by
employees or agents of the Company, and only for the purpose of
permitting such persons to decide whether to purchase the Common
Stock described herein. This document may not be reproduced in whole
or in part or used for any other purpose; nor may any of its contents
be disclosed without the prior written consent of the Company, and
the recipient agrees to return it to the Company immediately upon
request. Acceptance of this document constitutes agreement to the
above conditions.
The information contained in this document may at times represent the
Company's best estimates of its future financial and business
performance, based upon assumptions believed to be reasonable. No
representation or warranty is made, however, as to the accuracy or
completeness of such assumptions, and nothing contained herein should
be relied upon as a promise or representation as to any future
performance or events. In addition, investors should take note that
the information contained herein is only offered to be accurate as of
the date of this Disclosure Statement. Neither the delivery of this
Disclosure Statement, nor any sale made hereunder, shall, under any
circumstances, create the implication that there has been no change
in the affairs of the Company, or that the information contained
herein is correct as of any date other than the date of its creation
referenced above. See "RISK FACTORS."
THIS DISCLOSURE STATEMENT MUST BE TREATED AS CONFIDENTIAL BY THE
PERSON TO WHOM IT IS DELIVERED. ANY DISTRIBUTION OR DIVULGENCE OF ANY
OF ITS CONTENTS IS UNAUTHORIZED.
THE DISTRIBUTION OF THIS CONFIDENTIAL DISCLOSURE STATEMENT AND THE
OFFERING OF THE COMMON STOCK DESCRIBED HEREIN MAY BE RESTRICTED BY
LAW IN CERTAIN JURISDICTIONS. THIS DISCLOSURE STATEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN
ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION.
INFORMATION PROVIDED OUTSIDE THIS DISCLOSURE STATEMENT
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS CONFIDENTIAL DISCLOSURE STATEMENT, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
Page
SUMMARY 5
RISK FACTORS 7
TERMS OF OFFERING AND PLAN OF DISTRIBUTION 11
USE OF PROCEEDS 15
DESCRIPTION OF BUSINESS AND PROPERTY 16
DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES 18
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY OWNERS 19
SECURITIES BEING OFFERED 19
LITIGATION 20
FINANCIAL STATEMENTS 20
ADDITIONAL ATTACHMENTS 21
SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements appearing elsewhere in
this Disclosure Statement and the exhibits hereto. Prospective
investors are urged to read this Disclosure Statement in its
entirety.
The Company
Manchester Inc. (the "Company") is a Nevada corporation incorporated
on August 27, 2002. The Company has entered into an option agreement
dated October 4, 2002 with Terry Loney (the "Option Agreement")
whereby it has acquired an option (the "Option") to acquire an 80%
interest in certain mineral claims located in the Sudbury Mining
District in Ontario, Canada (the "Property").
The Offering
Securities Being Offered Up to 400,000 shares of Common Stock of the
Company at a price of $0.25 US per share; See
"DESCRIPTION OF SHARES."
Purchase Price $0.25 US per Share. See "TERMS OF THE
OFFERING AND PLAN OF DISTRIBUTION."
Regulation S: The Shares are being offered pursuant
to Regulation S of the United States Securities
Act of 1933 (the "Act") to persons who are not
"U.S. Persons". See "TERMS OF OFFERING AND PLAN
OF DISTRIBUTION."
Securities Issued As of the date of this Document, there are
2,800,000 shares of Common Stock issued and
outstanding. Upon the completion of this
offering, there will be 3,200,000 shares of
Common Stock issued and outstanding if the
offered Shares is fully sold. See "SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS" and "TERMS OF THE OFFERING AND PLAN OF
DISTRIBUTION."
Use of Proceeds The gross proceeds to the Company from the
sale of the Shares will be approximately
$100,000.00 US, assuming all Shares are sold.
Such proceeds will be utilized to make payments
required to maintain the Company's Option to
acquire an interest in the Property. See "USE OF
PROCEEDS."
Plan of Distribution The Offering is being sold by officers
and directors of the Company to persons in Canada
who are residents of the Provinces of British
Columbia, Alberta, Ontario or Quebec and who are:
(A) a spouse, parent, brother, sister or child
of a senior officer or director of the
Company ;
(B) a close friend or business associate of a
senior officer or director of the Company;
or
(C) a company, all of the voting securities of
which are beneficially owned by one or more
of a spouse, parent, brother, sister, child
or close personal friend or business
associate of a senior officer or director of
the Company.
Dilution Investors in this offering will
experience substantial dilution. Dilution
represents the difference between the offering
price and the net tangible book value per share
after the offering. Additional dilution may
result from future offerings or from the exercise
of future options pursuant to any stock option
plan or warrants that may be established by the
Company.
Risk Factors The securities offered hereby involve a
high degree of risk and should not be purchased
by anyone who cannot afford the loss of their
entire investment. Prospective investors should
carefully review and consider the factors set
forth in the following section of this Document
entitled "RISK FACTORS," as well as the other
information set-forth herein, before subscribing
for any of the Shares offered hereby.
Local Jurisdictions The Offering and any subscription for Shares
is subject to compliance with all applicable
securities laws and other applicable laws of the
province or foreign jurisdiction in which any
Subscriber for the Offering is resident. Each
Subscriber will deliver to the Company all other
documentation, agreements, representations and
requisite government forms required by the
lawyers for the Company, in addition to the
Subscription Agreement, as required to comply
with all securities laws and other applicable
laws of the jurisdiction of the Subscriber.
RISK FACTORS
An investment in the Shares offered herein is highly speculative and
subject to a high degree of risk. Only those persons who can bear the
risk of the entire loss of their investment should participate. An
investor should carefully consider the risks described below and the
other information in this Disclosure before investing in the
Company's Common Stock. The risks described below are not the only
ones faced. Additional risks that the Company is aware of or that
the Company currently believes are immaterial may become important
factors that affect the Company's business. If any of the following
risks occur, or if others occur, the Company's business, operating
results and financial condition could be seriously harmed and the
investor may lose all of its investment.
1. Need for Additional Financing, Limited Operating History, Risks
of New Business Venture
While the proceeds of the Offering will be sufficient in order
to enable the Company to meet the work program obligations under
the Option due by October 31, 2003, the Company will require
substantial additional capital to fund the continued exploration
of the Property in order to exercise the Option. If the Company
does not meet the exploration expenditures required by the
Option Agreement, then it will forfeit its interest in the
Option and will have no interest in the Property. In addition,
other events or circumstances that are not presently anticipated
may reduce the time period for which the funds will be
sufficient. Other than the Offering, completion of which cannot
be assured, the Company has no agreements for additional
financing and there can be no assurance that additional funding
will be available to the Company on acceptable terms, or at all,
to continue operations to the date referred to above, to fund
new business opportunities or to execute its business plan. The
Company was incorporated in August, 2002 and to date has been
involved primarily in organizational activities and has had no
revenues. Potential investors should be aware of the
difficulties normally encountered by a new enterprise and the
high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses,
difficulties complications and delays encountered in connection
with the exploration of its mineral properties which the Company
plans to undertake. These include, but are not limited to,
unanticipated problems relating to exploration and development,
and additional costs and expenses that may exceed current
estimates. There is no history upon which to base any assumption
as to the likelihood that the Company will prove successful, and
there can be no assurance that the Company will generate any
operating revenues or ever achieve profitable operations. See
"Use of Proceeds" and "Business".
2. Exploration Risk
Exploration for minerals is a speculative venture necessarily
involving substantial risk. There is not any certainty that the
expenditures to be made by the Company in the acquisition of the
interests described herein will result in discoveries of
commercial quantities of ore. Hazards such as unusual or
unexpected formations and other conditions are involved in
mineral exploration and development. The Company may become
subject to liability for pollution, cave-ins or hazards against
which it cannot insure or against which it may elect not to
insure. The payment of such liabilities may have a material
adverse effect on the Company's financial position.
3. No Known Bodies of Ore
There are not any known bodies of ore on the Company's
properties. The purpose of the present offering is to raise
funds to carry out further exploration with the objective of
establishing ore of commercial tonnage and grade. If the
Company's exploration programs are successful, additional funds
will be required for the development of economic reserves and to
place them in commercial production. The only source of future
funds presently available to the Company is through the sale of
equity capital. Any sale of share capital will result in
dilution to existing shareholders. The only alternative for the
financing of further exploration would be the offering by the
Company of an interest in its properties to be earned by another
party or parties carrying out further exploration or development
thereof, which is not presently contemplated.
4. No Dividends
Payment of dividends on the Common and Preferred Stock is within
the discretion of the Board of Directors and will depend upon
the Company's future earnings, its capital requirements and
financial condition, and other relevant factors. The Company
does not intend to declare any dividends on its Common or
Preferred Stock for the foreseeable future.
5. Concentration of Ownership
Upon completion of this Offering, current stockholders of the
Company will own a majority of the Company's Common Stock. As a
result, such persons will have the ability to elect the Board of
Directors of the Company and therefore control the Company and
direct its affairs and business.
6. Dilution
The Offering price is substantially higher than the book value
per share. Investors purchasing the Shares in this Offering will
therefore incur immediate substantial dilution. See "Dilution."
7. Offering Price
The offering price of the Shares was arbitrarily determined by
the Company. Among the factors considered in determining the
price of the Shares were the uncertain prospects of the Company,
the backgrounds of the directors and the current conditions in
the financial markets. There is, however, no relationship
whatsoever between the offering price of the Shares and the
Company's assets, earnings, book value or any other objective
criteria of value.
8. Title Issues
While the Company has obtained a geological report with respect
to its properties, this should not be construed as a guarantee
of title. The properties may be subject to prior unregistered
agreements or transfers or native land claims, and title may be
affected by undetected defects. The Company's mining properties
have not been surveyed and therefore, the precise locations and
areas of the properties may be in doubt.
9. Competitiveness of Industry
The mining industry, in general, is intensively competitive and
there is not any assurance that even if commercial quantities of
ore are discovered, a ready market will exist for sale of same.
Numerous factors beyond the control of the Company may affect
the marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of
these factors cannot be accurately predicted, but the
combination of these factors may result in the Company not
receiving an adequate return on invested capital.
10. Lack of Marketability and Liquidity
There will be no market for the Shares after the Offering and no
market may develop in the future. Purchasers of the Shares must
be prepared to hold their shares and be able to bear the
economic risks of their investment for an indefinite period of
time. The Shares have not been registered under the Act or the
securities laws of any state. The Company is under no obligation
to register the Shares. There can be no assurance that a market
or purchasers for the Shares will be available.
11. Potential Legal, Regulatory, and/or Compliance Risk
The Company may, with regard to governmental and/or regulatory
agencies, be required to comply with certain regulations, and/or
potential future regulations, rules, and/or directives. Due to
the regulated nature of the industry there is no guarantee that
certain regulations may not, in the future, be imposed.
Moreover, potential regulatory conditions and/or compliance
therewith and the effects of such to the Company, may have a
materially adverse affect upon the Company, its business
operations, prospects and/or financial condition. Exploration
of mineral resources may require approval from governmental
regulatory agencies. There can be no assurance that such
approval will be obtained, and the cost and delay involved in
attempting to obtain approval cannot be known in advance.
12. Absence of Audited Financial Statements
The Company has only minimal capitalization and since its
inception has realized no revenues. There are no audited
financial statements for the Company. Purchasers evaluating an
investment in the Company's securities should consider this
fact.
13. Best Efforts Offering
There can be no assurance that this Offering will be completely
sold. If less than the maximum proceeds are available to the
Company, the Company's ability to exercise the Option and
complete exploration on the Property could be adversely
effected. There is no minimum number of Shares to be sold in
this Offering. Therefore, the proceeds received from this
Offering can be immediately used by the Company.
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-
FORTH HEREIN, THE SHARES OFFERED INVOLVE A CERTAIN DEGREE OF RISK.
ANY PERSON CONSIDERING THE PURCHASE OF THESE SHARES SHOULD BE AWARE
OF THESE AND OTHER FACTORS SET-FORTH IN THIS OFFERING DOCUMENT AND
SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR
TO MAKING AN INVESTMENT IN THE COMPANY. THE SHARES SHOULD ONLY BE
PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR TOTAL
INVESTMENT.
TERMS OF OFFERING AND PLAN OF DISTRIBUTION
Securities Offered
The Offering consists of the offering of up to 400,000 shares of
Common Stock of the Company, par value $0.001 per share (each a
"Share"), at a price of $0.25 US per Share (the "Offering").
Sales of Common Stock pursuant to the Offering will commence on the
date of this Disclosure Statement and will terminate on October 31,
2002, unless extended by the board of directors of the Company.
There is no minimum number of Shares to be sold.
Regulation S
The Offering is being made pursuant to Regulation S of the United
States Securities Act of 1933 (the "Act"). The Offering is made to
persons who are not "U.S. Persons" as defined by Regulation S of the
Act. A "U.S. Person" is defined by Regulation S of the Act to be any
person who is:
(1) any natural person resident in the United States;
(2) Any partnership or corporation organized or incorporated under
the laws of the United States;
(3) any estate of which any executor or administrator is a U.S.
person;
(4) any trust of which any trustee is a U.S. person;
(5) any agency or branch of a foreign entity located in the United
States;
(6) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized,
incorporate, or (if an individual) resident in the United States; and
(7) any partnership or corporation if:
(1) organized or incorporated under the laws of any foreign
jurisdiction; and
(2) formed by a U.S. person principally for the purpose of investing
in securities not registered under the Act, unless it is organized or
incorporated, and owned, by accredited investors [as defined in
Section 230.501(a) of the Act] who are not natural persons, estates
or trusts.
By execution of the Subscription Agreement, each subscriber for
shares (a "Subscriber") will represent to the Company that the
Subscriber is not a U.S. Person and will agree with the Company as
follows as a condition of the Company selling Shares to any
Subscriber:
(1) The Subscriber will resell the Shares only in accordance with
the provisions of Regulation S of the Act pursuant to registration
under the Act, or pursuant to an available exemption from
registration pursuant to the Act;
(2) The Subscriber will not to engage in hedging transactions with
regard to the Shares unless in compliance with the Act;
(3) The Subscriber will acknowledge and agree that all certificates
representing the Shares will be endorsed with the following legend in
accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND
HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES
MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT.
HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT"
(4) The Company will refuse to register any transfer of the Shares
not made in accordance with the provisions of Regulation S of the
Act, pursuant to registration under the Act, or pursuant to an
available exemption from registration.
The Subscribers for the Shares will not be entitled to any
registration rights.
Plan of Distribution
The Offering is being sold by officers and directors of the Company
to persons who, if residents of Canada, are residents of the
Provinces of British Columbia, Alberta, Ontario or Quebec and who
are:
(A) a spouse, parent, brother, sister or child of a senior
officer or director of the
Company ;
(B) a close friend or business associate of a senior officer or
director of the Company; or
(C) a company, all of the voting securities of which are
beneficially owned by one or more of a spouse, parent,
brother, sister, child or close personal friend or business
associate of a senior officer or director of the Company.
No commissions or other offering remuneration will be paid.
Closing
The Company may complete the Offering by multiple closings at any
time during the period of the Offering. The Company may reject or
accept any subscription in whole or in part at the discretion of the
Company. The Company may close the Offering or any portion of the
Offering without notice to subscribers.
Upon acceptance of a subscription by the Company, the Company will
deliver to the Subscriber an executed copy of the agreement
evidencing the number of Shares subscribed for. If the Company does
not accept any subscription or any portion of a subscription, the
amount of the subscription not accepted will remain a non-interest
payable loan to the Company payable on demand.
Provincial and Foreign Securities Laws
The Offering and any subscription for Shares is subject to compliance
with the securities laws and other applicable laws of any province or
foreign jurisdiction in which any Subscriber for the Offering is
resident, including applicable minimum subscription requirements to
ensure availability of prospectus exemptions. Each Subscriber will
deliver to the Company all other documentation, agreements,
representations and requisite government forms required by the
lawyers for the Company, in addition to the Subscription Agreement,
as required to comply with all securities laws and other applicable
laws of the jurisdiction of the Subscriber.
Best Efforts Basis
The Shares are being offered by the Company on a "best efforts".
There is no minimum number of Shares to be sold pursuant to this
Offering. The Company may immediately use proceeds obtained from this
Offering. All proceeds received by the Company from subscribers for
the Shares offered hereby will be available to the Company
immediately.
Subscription Agreement
Subscription for the Shares shall be made pursuant to a subscription
agreement (the "Subscription Agreement") in the form attached to this
Disclosure Statement. The Subscription Agreement contains, among
other things, customary representations and warranties by the
Company, covenants of the Company reflecting the information set
forth herein, representations by the investors and appropriate
conditions to closing.
Investor Suitability Standards
Investment in the Shares involves a high degree of risk. (See "RISK
FACTORS'). Accordingly, investment in the Shares is suitable only
for persons of adequate financial means who have no need for
liquidity with respect to their investment and have sufficient net
worth to sustain a complete loss with respect to their investment.
Shares will be sold only to persons who have knowledge and experience
in financial and business matters that such investor is capable of
evaluating the merits and risks of the investment in the Company, or
is relying upon a qualified offeree representative in making the
investment decision.
Each prospective investor should retain the advice of such investor's
attorney, tax consultant and business advisor with respect to legal,
tax, and business aspects of this investment prior to subscribing to
Shares.
USE OF PROCEEDS
The proceeds to the Company from the sale of the Shares will be
$100,000 US if the maximum number of Shares are sold. The Company
will use the proceeds of sale to fund the work program due under the
Option Agreement which the Company is required to pay by October 31,
2003 in order to maintain the Option. The balance of the proceeds
will be used for general working capital.
The actual expenditures of the proceeds of the Offering may differ
substantially from the estimated use of proceeds. The actual
expenditures of the proceeds of the Offering will be according to the
expenditures deemed by the Company and its board of directors to be
in the best interests of advancing the business of the Company. The
actual expenditures will also vary from the estimated use of proceeds
if less than all of the Shares are sold.
The Company anticipates that the net proceeds from the Offering will
be sufficient to meet its financial requirements for only a short
period of time. The Company, therefore, will require substantial
additional capital to fund its contemplated business plan in the near
future.
DESCRIPTION OF BUSINESS AND PROPERTY
Organization
The Company. is a Nevada corporation incorporated on August 27, 2002.
The Company is a natural resource company engaged in the acquisition,
exploration and development of mineral properties. The Company has
an interest in the properties described below under the heading
"Option Agreement". The Company intends to carry out exploration
work on the Mac-South Property in order to ascertain whether the Mac-
South Property possesses commercially developable quantities of Cu-Ni-
PGE (Copper-Nickel-Platinum Group Elements), and other precious
minerals.
Option Agreement
The Company has entered into an option agreement dated October 4,
2002 (the "Option Agreement") with Terry Loney (the "Optionor")
whereby it has acquired an option to acquire an 80% interest in
certain mineral claims located in the Sudbury Mining District in
Ontario (the "Mac-South Property"). Under the Option Agreement, the
Optionor granted Manchester the exclusive right and option to acquire
an undivided 80% right, title and interest in and to the Mac-South
Property (the "Option") for total consideration consisting of cash
payments to the Optionor totalling $8,000 US and the incurrence of
exploration and development expenditures on the Mac-South Property
(the "Property Expenditures") totalling $209,800 US to be made as
follows:
(A) upon execution of this Agreement, the payment to the
Optionor of the sum of $8,000 US;
(D) by October 31, 2003, the incurrence of Property
Expenditures in the amount of $23,800 US;
(E) by October 31, 2004, the incurrence of Property
Expenditures in the further amount of $186,000 US
for total aggregate Property Expenditures of
$209,800 by October 31, 2004, provided that any Property Expenditures
incurred prior to October 31, 2003 which are in excess of $23,800
will be applied to the further required amount
of $186,000.
Upon making the cash payments and property expenditures as specified
in the Option Agreement, Manchester will acquire an undivided 80%
right, title and interest in and to the Mac-South Property. In
addition, the Option Agreement provides that Manchester and the
Optionor will enter into a joint venture agreement upon Manchester
acquiring an 80% interest in the Mac-South Property.
Description of Properties
The mineral claims comprising the Mac-South Property consist of four
mineral claims located in the Sudbury Mining District in Ontario,
Canada. The claims are described as follows:
PROPERTY DESCRIPTION
G.P.S. CO-ORDINATES: 5166000N and 522000E
SUDBURY MINING DISTRICT
ONTARIO
CANADA
List of Claims
CLAIM NUMBERS TOWNSHIP/AREA CURRENT EXPIRY DATE
3004260 - 9 UNITS MACLENNAN AUGUST 24, 2004
3004261 - 2 UNITS MACLENNAN AUGUST 24, 2004
Plan of Operations
The Company's business plan is to proceed with the exploration of the
Mac-South Property to determine whether there are commercially
exploitable reserves of Cu-Ni-PGE on the Mac-South Property. The
Company has determined to proceed with Phase One of the exploration
program outlined in the Geological Report. This exploration program
will consist of a geological survey which would include prospecting,
geological mapping, testing of soil samples and night-time ultra-
violet lamping. The objective of Phase One of the geological work
program is to define and to identify drill targets for the drill
program which will commence in Phase Two of the recommended work
program.
Phase One of the recommended geological work program will cost
approximately $23,800. Prior to this Offering, the Company had
approximately $5,000 in cash reserves. The Company has raised
$17,200 by prior private placement offerings and has applied $8,000
of these funds to acquisition of the Option, $2000 for a current
geological report and $2000 to legal fees and expenses of
organization. If the Company does not complete the required
exploration expenditures of $23,800 by October 31, 2003, then the
Option will terminate and the Company will lose all its interest in
the Mac-South Property.
DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES
The following information sets forth the names of the officers and
directors of the Company and their present positions with the
Company:
Name Office(s) Held
Jackson Buch Director and President
Dana Upton Director, Secretary
and Treasurer
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITY OWNERS
The following table sets forth, as of October 8, 2002, the
beneficial ownership of the Company's Common Stock by each officer
and director of the Company, by each person known by the Company to
beneficially own more than 10% of the Company's Common Stock
outstanding and by the officers and directors of the Company as a
group. Except as otherwise indicated, all shares are owned directly.
Name and address Number of Shares Percentage of
Title of class of beneficial
owner of Common Stock Common Stock(1)
Common Stock Jackson Buch 600,000 21.43%
Common Stock Dana Upton 600,000 21.43%
(1) Based on 2,800,000 shares of Common Stock of the Company
issued and outstanding on October 8, 2002.
SECURITIES BEING OFFERED
The securities being offered are the shares of the
Company's common stock, par value $0.001 per share.Under the
Company's Articles of Incorporation, the total number of shares of
all classes of stock that the Company shall have authority to issue
is 110 ,000,000 shares of common stock, par value $0.001 per share
(the " Common Stock"). As of October 8, 2002, a total of 2,800,000
shares of Common Stock are issued and outstanding. All issued and
outstanding shares of the Common Stock are fully paid and
non-assessable.
Common Stock and Preferred Stock
Holders of Common Stock and Preferred Stock have the right to cast
one vote for each share held of record on all matters submitted to a
vote of holders of Common Stock, including the election of directors.
Holders of Common and/or Preferred Stock do not have cumulative
voting rights in the election of directors. Holders of a majority
of the voting power of the capital stock issued and outstanding and
entitled to vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of the Company's stockholders, and
the vote by the holders of a majority of such outstanding shares is
required to effect certain fundamental corporate changes such as
liquidation, merger or amendment of the Company's Articles of
Incorporation.
Holders of Common Stock and Preferred Stock are entitled to receive
dividends pro rata based on the number of shares held, when, as and
if declared by the Board of Directors, from funds legally available
therefor. In the event of the liquidation, dissolution or winding up
of the affairs of the Company, all assets and funds of the Company
remaining after the payment of all debts and other liabilities shall
be distributed, pro rata, among the holders of the Common and
Preferred Stock. There are no redemption or sinking fund provisions
applicable to the Common or Preferred Stock. All outstanding shares
of Common Stock are fully paid and non-assessable.
Share Purchase Warrants and Options
The Company has not issued and does not have outstanding any warrants
to purchase shares of the Common or Preferred Stock. The Company has
not issued and does not have outstanding any options to purchase
shares of the Common or Preferred Stock.
Convertible Securities
The Company has not issued and does not have outstanding any
securities convertible into shares of Common or Preferred Stock or
any rights convertible or exchangeable into shares of Common or
Preferred Stock.
Recent Issuances of Securities
The Company has completed the issuance of 1,200,000 shares of the
Company's common stock pursuant to Section 4(2) of the Securities Act
of 1933 (the "1933 Act") on September 13, 2002. Of the 1,200,000
shares, 600,000 shares were issued to Jackson Buch, the President and
a director of the Company, at a price of $0.001 per share. The
balance of 600,000 shares were issued to Dana Upton, the Secretary
and Treasurer of the Company, at a price of $0.001 per share.
The Company has completed a private placement of 1,600,000 shares of
the Company's common stock pursuant to Regulation S of the 1933 Act
on October 3, 2002. All shares were issued at a price of $0.01 per
share.
LITIGATION
The Company is not party to any legal proceedings. Management of the
Company is not aware of any threatened legal proceedings which, if
successful against the Company, would have a materially adverse
effect on the Company.
FINANCIAL STATEMENTS
The Company has not at this time prepared any financial
statements.
ADDITIONAL ATTACHMENTS
The following additional attachments are attached to this Disclosure
Statement:
Attachment Description
No. 1 Subscription Agreement
No. 2 Option Agreement
No. 3 Geological Report