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AMENDED NI 43-101 TECHNICAL REPORT ON THE KILOMETRE 26 PROPERTY OMINECA MINING DIVISION, B.C. WITH RECOMMENDATIONS FOR CONTINUING EXPLORATION Latitude 54°51’16 » Longitude 124°44’ 40 » NTS 388,000E, 6,080,000N (NAD 83) (Center of Property) On behalf of Oro Andes Resource Corp. by Christopher H. Cherrywell, B.S., CPG and Richard C. Capps, PhD, CPG; RPG 20 October 2011 1 TABLE OF CONTENTS PAGE 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 15.0 16.0 17.0 18.0 19.0 20.0 21.0 22.0 SUMMARY INTRODUCTION RELIANCE ON OTHER EXPERTS PROPERTY DESCRIPTION AND LOCATION ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY HISTORY GEOLOGICAL SETTING AND MINERALIZATION 7.1.0 REGIONAL GEOLOGY 7.2.0 PROPERTY GEOLOGY 7.3.0 MINERALIZATION 7.3.1 GOLD 7.3.2 NICKEL DEPOSIT TYPES 8.1.0 OPHIOLITE GOLD MODEL 8.2.0 MCLAUGHLIN MINE MODEL 8.3.0 AWARUITE NICKEL 6.4.0 PINCHI MERCURY MINE MERCURY 8.5.0 SNOWBIRD GOLD DEPOSIT 8.6.0 INDATA GOLD MINERALIZATION EXPLORATION DRILLING SAMPLE PREPARATION, ANALYSIS AND SECURITY DATA VERIFICATION MINERAL PROCESSING AND METALLURGICAL TESTING MINERAL RESOURCE ESTIMATES ADJACENT PROPERTIES OTHER RELEVANT DATA AND INFORMATION INTERPRETATION AND CONCLUSION RECOMMENDATIONS REFERENCES DATE AND SIGNATURE PAGE CERTIFICATE OF AUTHOR CERTIFICATE OF AUTHOR 4 6 6 6 7 14 14 14 14 15 15 15 16 16 17 17 18 18 18 18 20 20 23 23 23 23 23 23 24 26 27 28 30 2 LIST OF FIGURES Figure 1 LOCATION MAP Figure 2 CLAIM MAP Figure 3 GENERALIZED GEOLOGIC MAP OF THE KILOMETRE 26 AREA Figure 4 GENERALIZED GEOLOGY, AND GROUND MAGNETIC DATA Figure 5 PROPOSED DRILL HOLES, GENERALIZED GEOLOGY, AND GROUND MAGNETIC DATA 9 10 11 12 13 Figure 6. MAP SHOWING ANOMALOUS NICKEL AND GOLD. 21 Figure 7. TOTAL FIELD MAGNETICS SURVEY. 22 LIST OF TABLES Table 1 MINERAL CLAIMS OF THE KILOMETRE 26 PROPERTY Table 2 SUMMARY OF 2010 GEOCHEMISTRY FROM KILOMETERE 26 SERPENTINITES Table 3 PROPOSED BUDGET 7 19 25 3 1.0 SUMMARY The Kilometre 26 Project is located at and around the kilometer 26 road marker on the Leo Creek forestry road approximately 50 kilometers northwest of the community of Fort St. James in central British Columbia (Figure 1). The original claims comprising the Kilometre 26 claim group were staked in 2008. The purpose of this technical report is to support the proposed acquisition of the full 100% of the Kilometre 26 Project from Eastfield. The proposed mineral claim purchase agreement stipulates the termination of the existing option agreement of 28 September 2009 and the issuance of 20,000,000 shares of OroAndes from treasury for the acquisition of the full 100% of the project with no reservations including no retained NSR to Eastfield. Approximately $625,000 has been spent on the project to date. Eastfield completed an initial rock sampling program in 2009 while OroAndes completed more extensive programs consisting of grid establishment, rock and soil geochemical surveying and ground based induced polarization and magnetometer surveying in 2010 and 2011. The Kilometre 26 property consists of twenty-two claims (Figure 2; Table 1) totaling 9,819 hectares (24,253 acres). The entire claim area occurs within a gentle to undulating landscape all of which occurs on government land. The predominate target of interest on the Kilometre 26 property is ophiolite hosted disseminated nickel. Motherlode style (ophiolite gold) mineralization constitutes a secondary objective. The Kilometre 26 property covers the juncture of two geologic terranes. Most of the property (from near the eastern boundary through to the western boundary) is underlain by Paleozoic Cache Creek Group rocks which are oceanic in origin while the extreme eastern region of the claims is underlain by Mesozoic rocks of the Quesnel Terrane which are predominantly island arc in derivation (Monger, 1977; Schiarizza, and MacIntyre, 1999). The suture which marks this boundary is the Pinchi Fault Zone, which in the region of the claims is predominantly northsouth in orientation (Figure 3). Cache Creek Group rocks in the vicinity of the Kilometre 26 property are dominated by ultramafic serpentinites, basalt and limestone. These rocks are interpreted to form a collage which resulted from a series of accretions and obductions of oceanic rock (directed west to east) extending tens of kilometers in the east west direction and several times this in the north south direction. It is the mantle derived (now serpentinized) ultramafic units which are of interest for nickel mineralization. It is believed that these units, which replicate in at least two distinct areas, were thrust up and over (obducted) shallower oceanic sediments. Takla Group (Quesnel Terrane) rocks which occupy the eastern region of the claim group are predominantly volcanic rocks. The suture separating Cache Creek Rocks from Takla rocks corresponds to the Pinchi Fault Zone. This fault zone which occurs as series of north south anastomizing splays several kilometers wide extends for several hundreds of miles with a north south orientation. It is a long lived fault zone thought to have been active from Paleozoic time to recent time and is the locus of currently active hot spring activity (notably Tchentlo Hot Springs located 60 kilometers north of the property). Two former producing mercury mines, the Pinchi Mine and the Bralorne-Takla Mine occur within the fault zone. Ophiolite derived ultramafic rocks occurring at the Kilometre 26 Property are prospective for nickel mineralization. Although the readers is cautioned that this mineralization my not be the same as at Kilometre 26, similar rocks at the Decar Project, 30 kilometers to the west, owned by First Point Minerals Corp. and under option to Cliffs Natural Resources Inc of Cleveland Ohio 4 are currently being actively explored for nickel. At the Decar Project ultramafic ophiolitic rocks host awaruite, an iron nickel alloy that is being explored as a potential new source of non sulphide nickel. Nickel mineralized boulders were first sampled at Kilometre 26 in 2009 and traced to two source bedrock areas in 2010. One of the bedrock source areas was sampled in 2010 at six sites with total nickel values varying from 0.15% to 0.23%. Non silicate nickel for these samples varies from 0.03% to 0.14% and averages 0.10% nickel. Three of the samples have greater than 60% of the nickel in a non silicate form (up to 0.14% non silicate nickel. The first identification of the awaruite nickel alloy was reported in a petrographic study by P.C. Le Couteur in a report dated 13 January 2011. One sample of 11 submitted contained the target nickel alloy, awaruite as numerous awaruite grains that range from less than 0.01 mm to about 0.15 mm. The grains were anhedral and fairly evenly disseminated throughout the rock; some had simple blocky or rounded shapes while others had complex outlines. These observations may not be directly applicable to mineralization at the Kilometer 26 property, but historically, gold mineralization was largely unrecognized within the Pinchi Fault Zone until Cominco Ltd. discovered a mineralized boulder on what is now the Kilometre 26 property in 1983. The boulder, which was analyzed repeatedly, averaged 8.1 g/tonne gold. The style of gold mineralization in the Cominco boulder (associated with listwanite alteration) is similar to gold mineralization at Snowbird gold deposit located 38 kilometers to the south on the south shore of Stuart Lake (Omineca Gold Ltd.) and at Eastfield Resources Ltd.’s Indata property located 70 kilometers to the northwest, where gold mineralization was discovered in 1987 (there is no assurance that mineralization similar to mineralization occurring on either the Snowbird or Indata properties exists or will be found on the Kilometre 26 property). The preponderance of work at Kilometre 26 was completed in 2010 and 2011. Sixty-two kilometers of grid has been cut and surveyed utilizing induced polarization and magnetometer techniques (Figure 4). Twelve hundred (1200) soil samples (600 still at the lab) and one hundred and forty-eight rock samples have been collected and analyzed. In 2011 work commenced the third week of May and resulted in the discovery of new areas of nickel mineralized serpentinite rubble. A strong north-south oriented magnetic feature-thought to be serpentinite has been defined over a strike length of four and a half kilometers (41/2 Km) corresponding to a pronounced airborne geophysical anomaly expressed on a 2009 government survey. Exploration expenditures completed between January 1, 2011 and August 15, 2011 total $285,285 (included in above total spent to date). An exploration permit to complete twelve holes at Kilometre 26 was issued in August 2011 and all required reclamation bonding is completed. A $534,000 exploration program, to continue to explore for economic mineralization on the Kilometre 26 property is recommended. It is proposed that work be directed at drill targets, located on the present gridded area and that additional gridding be established to pursue extend geophysical and geochemical surveys to the west of the existing grid (Figure 5). Proposed work includes additional soil sampling, induced polarization, prospecting and geologic mapping, excavator trenching, and drilling. 5 2.0 INTRODUCTION The authors, Christopher H. Cherrywell and Richard C. Capps, have been commissioned by OroAndes to prepare a NI 43-101 compliant report on the KM 26 property located in north central British Columbia. Christopher H. Cherrywell and Richard C. Capps, the authors, are “Qualified Persons” and are “Independent Qualified Persons” by definition of the Standards for Disclosure for Mineral Projects (NI 43-101, Section 1.5). The authors were independent of both Issuer, Vendor and Property prior to commencing this report, during completion, of the report and are currently independent of the Kilometer 26 project. Christopher H. Cherrywell is a registered geologist with the AIPG and Richard C. Capps is a registered geologist with the SME. The purpose of this technical report is to support the proposed acquisition of the full 100% of the Kilometre 26 Project from Eastfield. The proposed mineral claim purchase agreement stipulates the termination of the existing option agreement of 28 September 2009 and the issuance of 20,000,000 shares of OroAndes from treasury for the acquisition of the full 100% of the project with no reservations including no retained NSR to Eastfield. Mr. Cherrywell visited the Kilometre 26 property first on July 7, 2010, 27 and 28 October, 2010, accompanied by J.W. Morton, P.Geo. who has supervised and conducted much of the prior exploration on the Kilometre 26 property, and reviewed 2011 exploration on October 3rd and 4th 2011. Sources for information in this report draw heavily on company reports held by OroAndes and by assessment work reports on file with the British Columbia Ministry of Energy and Mines (the “Ministry of Energy”). 3.0 RELIANCE ON OTHER EXPERTS The authors have not drawn on any report, opinion or statement of regarding legal, environmental, political or other factors during the preparation of this report except those that are referenced herein. 4.0 PROPERTY DESCRIPTION AND LOCATION The Kilometre 26 Mineral Property is located in the Omineca Mining Division, consists of 22 map staked claims covering 9.819 hectares, and is centered at 54 degrees, 51 minutes, and 16 seconds North latitude and 124 degrees, 44 minutes, and 40 seconds West Longitude approximately 50 kilometers north of the community of Fort St. James, BC . These claims are all recorded in the name of Eastfield Resources. The author has checked the status of these claims on the British Columbia Government Mineral Titles Online website and have verified that the claims are valid and in good standing. The holding of mineral claims in British Columbia do not entitle the holder to surface rights. The claim boundaries are shown in Figure 2 which has been downloaded from the British Columbia Mineral Titles Online website. The physical location of claim boundaries is no longer required or relevant to map staked claims in British Columbia which have their boundaries defined in GIS format. All of the known zones of mineralization are located within the boundaries of the Kilometre 26 Property claims. All relevant permits are in place in order that proposed work programmes may be carried out. The authors are unaware of any environmental or other liabilities to which the Kilometre 26 property may be subject. The initial claims were staked by Eastfield Resources Ltd. in 2008. 6 Table 1. Kilometre 26 Claim Status. All claims are located in the Omineca Mining Division. Claim Name Record # Km 26 Km 26 A Km 26 (B) Km 26 © Km 26 D Km 26 (D) Km 26 (D) Km 26 (E) Km 26 (F) Km 26 (G) Km 26 (H) Km 17 Km 16 Kilometre 26 I Km J Km 26-K Km 26-L Km 26 M N Km 26-O Km 26-P Km 26-Q Total 596283 597290 597796 597970 599927 637783 649203 707057 753322 753402 753422 811482 811762 842953 842955 842963 842968 842969 843012 843342 843343 843344 Area (Hectares) 466 466 447 465 466 465 466 373 447 354 447 466 317 466 466 466 466 465 466 466 466 447 9.819 Expiry Date 18-Dec-2012 10-Jan-2012 19-Jan-2012 25-Jan-2012 24-Feb-2012 21-Sep-2012 08-Oct-2012 24-Feb-2012 20-Apr-2012 20-Apr-2012 20-Apr-2012 09-Jul-2012 09-Jul-2012 Jan 13, 2012 Jan 13, 2012 Jan 13, 2012 Jan 13, 2012 Jan 13, 2012 Jan 14, 2012 Jan 17, 2012 Jan 17, 2012 Jan 17, 2012 OroAndes intends to acquire 100% of the Kilometre 26 Project from Eastfield. The proposed mineral claim purchase agreement stipulates the termination of the existing option agreement of 28 September 2009 and the issuance of 20,000,000 shares of OroAndes from treasury for the acquisition of the full 100% of the project with no reservations including no retained NSR to Eastfield (this purchase would replace a 2008 option negotiated with Eastfield to earn a 60% interest). No additional factors are known by the authors that would affect access, title, or the right or ability of OroAndes to perform work on the Kilometer 26 property. To the best of my knowledge and to the extent known, the author knows of no significant factors or risks that may affect access, title, or the right or ability to perform work on the Kilometre 26 Property. 5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTUREAND PHYSIOGRAPHY The Kilometre 26 property is located 50 kilometers to the northwest of Fort St. James, British Columbia (see Figure 1), within the Omineca Mining Division (Latitude 54°51’16 », Longitude 7 124°44’ 40 »; NTS 388,000E, 6,080,000N ; NAD1983). Access to the property is from Fort St. James via the paved Tachie Road and then the all weather gravel Leo Creek Forestry Road. This road was built to Ministry of Forests logging road standards and provides good access for trucks and heavy machinery such as drill rigs and bulldozers. Smaller haul and tote roads have been constructed from the main road to other areas of the property. Away from the roads access is on foot only except for a few areas where helicopter-landing sites have been prepared. The 1983 Cominco boulder is located at the 26 kilometre mark on the Leo Creek Road. Topography of Kilometre 26 is flat to undulating with elevations varying from 760 meters (2500 feet) to 880 meters (2900 feet). Vegetation is predominantly Lodgepole pine, spruce and minor Douglas fir. Extensive areas of flat swampy meadow and extensive areas of clearcut logged forest exist. The climate for this area is typical of central British Columbia with warm to hot summers and cool to cold winters. Permanent snow, up to 1.5 meters depth, typically covers the ground from the first part of November until mid April. Logging activities persist year round excepting breakup when ground frost melts and road restrictions are invoked to protect the road system. The BC Hydro power grid passes through the claim group along the edge of the Lee Creek road, the main property access road. The relatively flat to rolling nature of the landscape would offer numerous options for the construction of surface facilities and tailings impoundment sites and numerous sources of water are readily available. 8 Figure 1. Location map of the Kilometre 26 area as of 20 October 2011 (Morton 2910b). 9 10 Figure 3. Generalized geology of the Kilometre 26 area (Morton, 2010a). 11 Figure 4. Generalized geology, and ground magnetics data (Laird and Ambrose, 2011). 12 Figure 5. Proposed drill holes, generalized geology, and ground magnetics data (Laird and Ambrose, 2011). 13 6.0 HISTORY In 1983, Cominco Ltd. conducted a targeted geochemical and prospecting program north of its Pinchi mercury mine along the postulated trace of the Pinchi Fault targeting gold mineralization related to the fault. The program was under the direction of Ian Patterson and was successful in discovering a large mineralized boulder at the 26 kilometer mark of the Leo Creek Forestry Road. The boulder which was described as being composed of quartz-ankerite-magnesite and mariposite (listwanite style alteration) was sampled several times and repeatedly graded approximately eight grams gold per tonne. The Kilometre 26 property was drilled in 1986 by Ross Beaty’s Equinox Resources Ltd. who optioned the property from Cominco. A total of 734 meters was drilled in 21 reverse circulation holes and 14 of these holes encountered bedrock. While no significant gold or arsenic results were obtained, several holes encountered ultramafic rock confirming the location of the Pinchi Fault which had been interpreted geologically based on a change from Palaeozoic (Cache Creek Group) outcrop on the west side to Mesozoic (Takla Group) outcrop approximately 400 meters distant on the east side. In 2009, Eastfield noticed the claims had lapsed and staked them. In 2010, when nickel was discovered on the Kilometre 26 property the claims were expanded. In 2011, Awaruite, a nickel-iron alloy was discovered and is now the focus of exploration. 7.0 GEOLOGICAL SETTING AND MINERALIZATION 7.1.0 Regional Geology The Pinchi Fault Zone is one of the pre-eminent structural features in central British Columbia and is a major structural feature that separates distinct geological terranes. This fault zone separates the predominantly Paleozoic aged Cache Creek Group rocks to the west and the predominantly Mesozoic aged Takla Group rocks to the east (part of the Quesnel Terrane). It extends in a north-south orientation for more than 450 kilometers (fifteen kilometers on the Kilometre 26 property) and through its long life has acted as a thrust and a normal fault. Current hot spring activity on the Pinchi Fault at Tchentlo Lake, located 50 kilometers to the north of the property, confirms that its activity has persisted to recent times and continues. Metamorphic grade of rocks in proximity to the fault zone often assumes blueschist grade (high pressure-low temperature) much as is the case along the Melones Fault Zone (the Motherlode) in California. 7.2.0 Property Geology Geologic mapping is currently is progress and no compiled geologic map is available. The western about two-thirds of the Kilometre 26 property is underlain by rocks of the Paleozoic aged Cache Creek Group. The Cache Creek Terrane in British Columbia represents a Paleozoic ocean in which the full sequence of pelagic sediments/chert, limestone and some ultramafic rock represents an accretionary assemblage while some of the ultramafic bodies (the mantle derivatives) are ophiolites. In summary, ophiolites are suites of mafic and ultramafic rocks generated in a mantle slab beneath oceanic crust. Under certain plate boundary conditions, slabs of oceanic crust detach (with mantle derived mafic and ultramafic components-“ophiolites”) and override (obduct) continental margins which may already be overridden by parts of the accretionary assemblage. The combined assemblage of oceanic crust and its underlying mantle rocks are considered the accretionary assemblage as they collide intact and accrete themselves to a pre-existing continental margin whereas the slabs of mafic and ultamafic rocks derive their positioning from a tectonic phenomenon (obduction) and are considered the ophiolite 14 assemblage. Until recently these mafic and ultramafic bodies in the Cache Creek Group were interpreted to be intrusive into oceanic crust but are now interpreted to be in fault contact with the crust. Both the accretionary and ophiolitic assemblage rocks are well represented on the Kilometre 26 property. The Quesnel Terrane, to which the Takla Group is part, is a northwest-southeast trending Mesozoic remnant of a west facing volcanic arc. It constitutes the continental margin to which the Cache Creek Group was both accreted and obducted. Takla Group rocks occupy the extreme eastern side of the Kilometre 26 property (about one-third of the property). Lithologies identified in outcrop at Kilometre 26 include Cache Creek Group gabbro, serpentinite and limestone and Takla Group mudstone and mafic volcanic tuff. 7.3.0 Mineralization 7.3.1 Gold The gold mineralization first identified at Kilometre 26 (Cominco Boulder) in 1983 is similar to gold mineralization at the Snowbird Gold Deposit and the Indata property (Morton, 2009). Collectively the evidence indicates that the Pinchi Fault has considerable gold potential that has remained unknown because of almost complete till coverage. Gold mineralization was largely unknown within the Pinchi Fault System until Cominco’s discovery of the mineralized boulder in 1983. It can be surmised that the Cominco boulder was not in place but most likely is derived from a nearby source within the Pinchi Fault Zone. The boulder, which was analyzed repeatedly, averaged 8.1 g/t gold and was associated with highly anomalous concentrations of arsenic. The mineralization in the boulder indicates listwanite type alteration which is predictable in an environment of obducted ophiolitic mafic and ultramafic rocks. Although results are early stage at the present Kilometre 26 property two rock samples collected in 2010 are worth commentary: sample 14-16-9, described as a green (possible mariposite) magnetic serpentitinite, returned an analysis of 1275 ppm Ni and 0.25 g/t gold. Sample 4-16-9, described as 1204 ppm Ni, 34 ppb Au and (of interest) 312 ppm arsenic. Both of these samples are subcrop/outcrop occurring within 500 meters of the reported site of the Cominco boulder. 7.3.2 Nickel Nickel mineralization in serpentinized ultramafic rocks believed to be of ophiolitic origin has been discovered at Kilometre 26. The mineralization is exposed in subcrop in an area measuring 300 meters by 300 meters and is open on all sides (see Figure 3; Preliminary Geology Map) . Two other mineralized areas distanced as much as 2.2 kilometers west from bedrock mineralized nickel bearing serpentinite have also been discovered. All the mineralized samples are similar in their association with elevated cobalt and chromium and their magnesium content which varies from 7.2% to 18.5% (indicative of serpentinization). The samples all have very low sulfur and negligible to undetectable mercury. The first identification of the awaruite nickel alloy was reported in a petrographic study by P.C. Le Couteur in a report dated 13 January 2011. One sample of 11 submitted contained the target nickel alloy, awaruite as numerous awaruite grains that range from less than 0.01 mm to about 0.15 mm. The grains were anhedral and fairly evenly disseminated throughout the rock; some had simple blocky or rounded shapes while others had complex outlines. A second study of five specimens contained pentlandite but no awaruite (McLeod, JA, 2011). 15 Recent work completed in July 2011 at Kilometre 26 has discovered a new area of mineralization consisting of numerous mineralized boulders and subcrops of serpentinite approximately 400 meters east of the nearest mineralization known before the current program. This discovery was made evaluating soil responses from the 2010 program. Three centers of mineralized serpentinite have now been identified. Figure 6; Anomalous Soil Nickel and Soil Gold, indicates that while anomalous nickel values are sporadic because of overburden depth, several clusters occur. One cluster occurring on lines 8400N, 8800N and 9200N to the west of a ground magnetic feature may indicate an undiscovered area of nickel mineralization further to the west (ice direction is assumed to be from west to east and these responses appear to be unrelated to this magnetic feature see Figure 6; Total Field Magnetics). 8.0 DEPOSIT TYPES The information in this section compares mineralization in areas that are outside the Kilometre 26 property and the authors have not independently verified the information and therefore these comparisons may not be indicative of mineralization on the Kilometre 26 property. 8.1.0 Ophiolite Gold Model The thrust faults that constitute the bounding faults to obducted mafic and ultrmafic rock can provide important hydraulic conduits for precious metal bearing fluids (Nixon and Hammack, 1991). Examples of ophiolite related gold deposits include parts of the Motherlode region in California (particularly the Allegany District mines and the Idaho-Maryland mine at Grass Valley, the Bralorne-Pioneer Mine in British Columbia, several prospects in the Atlin District British Columbia and the Snowbird deposit located near Fort St. James in central British Columbia 38 kilometers south of Kilometre 26 (Ash, C.H., 2001 ). The mines at Grass Valley California collectively produced approximately 10 million ounces of gold while the Bralorne Mine in British Columbia produced more then 4 million ounces each being respectively the largest gold producer in the State of California and the Province of British Columbia. In the ophiolite gold model the full range of the ophiolite assemblage forms the host rock for gold mineralization with the most competent units; argillite, basalt, and gabbro hosting the most continuous veins. Veins may also extend into adjacent competent felsic plutons that are intrusive into the package. The least favourable location for gold veins is the serpentinite where the veins often feather out. This having been said serpentinites are a critical component to the localization of gold mineralization. At the Bralorne Mine in British Columbia some of the most extensive and richest ore shoots end against serpentinite bodies. An example of these shoots is provided by Cairnes in 1937 who writes “the west-end shoot rakes approximately with the intersection of the vein fissure and the serpentinite and extends back for several hundred feet from this intersection. This is a high-grade shoot and has provided exceptionally rich pockets. In a stope from 8-level, two tons alone produced 9,685 ounces of gold (±5,000 ounces per ton). Another pocket yielded 400 pounds gold from 900 pounds of ore (±10,000 ounces per ton).” A similar relationship where gold bearing veins develop exceptionally rich pockets at the contact with serpentinite is described for the Alleghany District in the Motherlode region of California. Deep crustal faults with extensive carbonate alteration are clearly indicated by the presence of listwanite altered ultramafic rocks. Although gold-quartz veins are not generally hosted by the listwanite, the richest gold veins are almost always found in shoots close to the ultramafic rocks, 16 usually within competent tectonic blocks of plutonic to hypabbysal crust in faulted contact with the listwanitic altered ultramafic rock. A definitive spatial and temporal relationship to high level felsic intrusive rocks is also either defined or suggested. Alteration progresses from serpentinite to a rock consisting of Fe/Mg carbonate (magnesite) and talc to a rock consisting of magnesite, quartz and green chrome mica (mariposite). Quartz veins (if present) are often located on the edge or slightly beyond the most intense alteration, often occurring with carbonate minerals and mariposite. It is this later carbonate stage that brings in most of the gold, particularly in sections of the vein where deformation is most intense. Associated elements besides gold included arsenic, antimony and mercury. Examples of exceptionally high grade ophiolite related gold pockets (not run of mine but local high-grade) include: 1.) Bralorne Mine, BC; - 9,685 ounces of gold from 2 tons rock in a high grade stope on 8 level (±5,000 oz/ton) 2.) Snowbird Property, BC; - 8,509.46 g/t Au (248 oz/ton gold) from 15 centimeter quartz vein in drill core. 3.) Oriental Mine, Allegany District, California; - 5 to 10 meter long ore shoots that routinely averaged ±100 ounces per ton gold (3,500 grams per tonne gold). 8.2.0 McLaughlin Mine Model The Stony Creek Fault, also in California, is another major terrane bounding structure which separates the Coast Range Ophiolite sequence (largely serpentinite) from the Great Valley sequence and is also comparable to the Pinchi Fault. In 1978 Homestake mining discovered the Mclaughlin deposit at a then mined out mercury mine. Gold at Mclaughlin is associated with siliceous mercury mineralized sinter which contains minor hydrocarbon. A total resource of 24.3 million tonnes grading 4.49 g/t gold was defined and the deposit has since been mined out (Sherlock, Ross L., 1995). Hot spring tuffa currently being discharged from the active hot spring at Tchentlo Lake, on the Pinchi Fault 50 kilometers north of Kilometre 26, was sampled in the 1980’s and found to contain 36,000 ppb mercury. The combination of the comparable setting of the Stony Creek Fault to the Pinchi Fault and the association of hot spring activity with mercury mineralization and the occurrence of mercury along the Pinchi Fault Zone supports this comparison. The most significant mercury occurrence occurring within the Pinchi Fault Zone is the Pinchi Lake Mercury Mine located 18 kilometers to the south of the Kilometre 26 Property. This mine, owned by Teck Corporation (formerly Cominco Ltd.), was discovered in 1937 and was in production from 1940 to 1944 and again from 1968 to 1975. 8.3.0 Awaruite Nickel Ophiolites have recently become recognized as potentially hosting an as of yet untapped source of nickel; namely in the alloy awaruite. First Point Minerals Corp. (“First Point”) and Cliffs Natural Resources Inc. (“Cliffs”), a major iron ore company based in Cleveland, Ohio, are exploring the Decar project located on the south slope of Mount Sydney Williams approximately 80 kilometers northwest of Fort St. James, BC. At Decar ultramafic ophiolite rocks host awaruite, a highly magnetic and dense nickel-iron alloy that is being explored as a potential new source of non sulphide nickel. Rock samples at the main area of interest at Decar vary from 0.13% to 0.24% nickel alloy with the mean being closer to 0.13%. The composition of the alloy averages ±75% nickel with the remainder being iron and minor cobalt and copper. What creates the attractiveness of awaruite is that it would be amenable for direct usage in stainless steel production without requiring further processing. Awarurite’s physical properties; high magnetic susceptibility, high density and extreme malleably offer a number of avenues to pursue in 17 developing a process for economic recovery. The Decar property is located approximately 30 kilometers west of Kilometre 26. 8.4.0 Pinchi Mercury Mine Mercury Mineralization at the Pinchi Mine is hosted in limestone breccias and in quartz-ankeritemariposite schist cut by one of the main breaks of the fault which in the area of the mine assumes a character of a series of anastomizing splays. In the vicinity of the mercury orebodies limestone is dolomitized and silicified. Cache Creek age greywacke, outcropping on the south shore of Pinchi Lake opposite the mine, contains minor hydrocarbon. 8.5.0 Snowbird Gold Deposit The Snowbird gold deposit, currently owned by Omineca Gold Ltd., is located on the Sowchea Thrust Fault forty kilometers to the southeast of the Pinchi Lake Mercury Mine. Mineralization at the Snowbird deposit located on the south shore of Stuart Lake has witnessed minor production with a small amount of ore grading approximately 9.0% antimony and 8.0 g/t gold. Mineralization at Snowbird is typically hosted in listwanite (“mariposite” rock). Drilling completed in 1986 included a spectacular 15 cm quartz vein which graded 8,509.41 g/t gold (248.16 oz per ton) from within a 5 foot (1.5 meter) interval that graded 788.58 g/t gold (23.0 oz per ton). 8.6.0 Indata Gold Mineralization A probable splay to the Pinchi Fault exists on the Indata property 65 kilometers to the north of the Kilometre 26 Property. In 1987 Eastfield Resources Ltd. discovered significant gold mineralization at Indata Lake. Much like the Snowbird deposit and Cominco boulder, mineralization at Indata was associated with significant amounts of arsenic and antimony and proximity to serpentinized ultramafic rocks. Mineralizaton drilled at Indata has included 24 drill intercepts where the average vein intercept is 1.5 meters wide with an average grade of 8.41 g/tonne gold and 52.43 g/tonne silver. This average includes one very high result of 4.0 meters grading 47.26 g/t gold and 2.00 g/t silver. Alteration encountered in drill holes at Indata includes talc magnesite which is often the less altered precursor to (“mariposite” rock) hosting mineralization in the California Motherlode belt. 9.0 EXPLORATION In 2009 26 kilometers of grid were established and cut, 30 rock samples collected and analyzed, and 212 soil samples collected and analyzed (Figure 6). A summary of significant results from 2010 sampling is shown in Table 2. A summary of Exploration completed at the Kilometre 26 property in 2010 includes 26 kilometers of induced polarization, 10 kilometers of additional grid established and cutting, 48 rock samples collected and analyzed and 329 soil samples (this report) out of 619 collected and analyzed (Morton, 2010a; 2010b). In 2011 ninety-seven rock representative samples were collected and analyzed of which twenty returned analysis ranging between 0.19 % and 0.25 % Nickel. The geophysical survey, (approximately 36 line kilometers) has extended the strike length of the strong magnetic anomaly (believed to be serpentinite) to more than 4.5 kilometers (Figure 7). This anomaly is thought to be the source of much of if not all of the nickel mineralized rubble that has been located on the property immediately to the east of this geophysical feature over a north – south distance of several kilometers. A separate magnetic feature is indicated several kilometers further to the west 18 which likewise appears to have a dispersion train of mineralized serpentinite. Approximately 600 soil samples were collected and are currently being analyzed. Soil and silt samples were collected in Kraft paper bags and tied shut with flagging tape. The soil samples were taken from holes dug with a tree planting shovel or mattock from approximately 30 to 40 cm depth. On the Kilometre 26 Property soil samples were generally collected at 25 meters intervals along east-west lines that were generally 100 meters apart. The gridded area measures approximately 8 by 5 kilometers. Rock samples were bagged in heavy plastic bags and closed with a wire or plastic tie and sample numbers are written on the outside of the bag. Often a duplicate sample was taken so that it can be referred to at a later time for description under better conditions, or for referral after analytical results are received An airborne geophysical survey, flown for the British Columbia government (Geoscience BC) and published January, 2009, shows a strong magnetic anomaly indicated on the Quest West helicopter-borne magnetic and electromagnetic survey. The magnetic anomaly is circular in feature and is more than five kilometers in diameter, suggesting a large ultramafic body. The portion of the property currently explored was prepared by having a cut grid established on it. The grid (± 65 line kilometres) was established on 400 metre centres and covers an area of approximately 6 kilometres by 4 kilometers. Soil sampling has been completed (some analysis still pending at the date of this report) on generally 25 metre centres. Geophysical measurements (both induced polarization readings and magnetometer readings have been at 25 metre station spacing along the grid lines. Prospecting and geological mapping have been constrained by grid access. The area of the grid is continuously heavily forested with coniferous forest and cut grids are necessary for meaningful prospecting efforts. Consequently it is expected that tightening the grid spacing would result in the identification of additional areas of nickel mineralization although the current knowledge form first pass efforts are considered adequate to complete an initial drill test of geophysical targets (particularly those with high total field magnetic response). Sample 6-7-6 9-7-6 1-7-7 02-16-9 03-16-9 04-16-9 07-16-7 10-16-9 11-16-9 12-16-9 13-16-9 14-16-9 16-16-9 1-27-10 2-27-10 7-27-10 5-28-10 6-28-10 Type Rubble Rubble Rubble Rubble Rubble Rubble Rubble Outcrop Subcrop Outcrop Subcrop Subcrop Subcrop Subcrop Subcrop Rubble Rubble Rubble Ni PPM 2181 1850 2305 873 752 1204 1931 1962 2338 2143 1585 1274 2260 2102 1730 1612 1589 858 Co PPM 101 99 120 62 39 75 97 85 86 86 88 71 109 98 84 79 78 50 Cr PPM 712 875 1323 867 568 955 759 1260 757 625 949 957 392 1070 775 916 1158 1764 Mg % 18.5 17.9 17.0 11.2 8.8 12.0 13.4 15.1 11.7 11.5 11.0 11.0 12.8 13.3 10.6 12.9 13.0 7.2 S %

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