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SEC Company Response from CUSAC GOLD MINES LTD (CIK 0000768374) — Nov 9, 2005

CUSAC GOLD MINES LTD (CIK 0000768374)
Date: Nov. 9, 2005 · CIK: 0000768374 · Accession: 0001176256-05-000406

AI Filing Summary & Sentiment

File numbers found in text: 000-13548

Date
November 7, 2005
Author
Not clearly detected
Form
CORRESP
Company
CUSAC GOLD MINES LTD (CIK 0000768374)

Letter

Division of Corporate Finance 450 Fifth Street, NW Washington, D.C. 20549-0405 Attention: Mr. H. Roger Schwall

Dear Sirs:

Cusac Gold Mines Ltd. - Amendment #1 to Form 20-F Filed July 12, 2005

Your File No. 000-13548

We write on behalf of Cusac Gold Mines Ltd. (the “Company” or “Cusac”) in response to Staff’s letter of September 21, 2005 (the “Comment Letter”) signed by H. Roger Schwall, Assistant Director of Division of Company Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 20-F filing.

In response to Staff’s comments, the Company has filed with the Commission an Amendment No. 1 to the Form 20-F Annual Report pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the “Form 20-F/A-1”) . We enclose with this letter a copy of the Form 20-F/A-1, plus a copy that has been red-lined to show the changes from the Form 20-F (the “Form 20-F”).

In addition to the revisions to Form 20-F, we also provide below our item-by-item responses to the comments made in the Comment Letter. The factual information provided herein relating to the Company has been made available to us by the Company. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter. Capitalized terms used herein and not defined, have the same meanings given such terms in the Form 20-F/A-1.

General

1.

Please include page numbers through out all filings to expedite communications.

In response to Staff’s comment, the Company has included page numbers throughout the Company’s filings to expedite communications.

Cover

2.

The cover of your 20-F indicates you have enclosed the annual report for the fiscal year ended December 31, 2002. Please amend the document to include the appropriate date of the financial statements included in the filing.

In response to Staff’s comment, the Company has amended the cover page to state that the annual report is with respect to the fiscal year ended December 31, 2004.

Consolidated Statements of Cash Flows, page 6

3.

You present amounts labelled “Resource property exploration qualified as flow-through expenditure” as reconciling items in calculating cash used in operating activities. Please expand your disclosure on page 10 to explain the reasons these amounts are added back to net loss. Identify the corresponding characterization on your Statements of Operations, and the non-cash transactions to which these relate. It should be clear how you have met your obligations under flow-through share arrangements without expending cash.

In response to Staff’s comment, with respect specifically to the Company’s audited financial statements for 2004, the Company requests that the requested amendments be made to future fillings, as opposed to amending the current financial statements. The primary reason for this request is time. In order to amend the Company’s financial statements for 2004, our auditors will need to reissue their audit report, which will involve additional time. Given that we are presently in the fourth quarter of 2005, and a re-issue of the 2004 audit report may not be available until the end of 2005, it seems prudent to include the required disclosures in the Company’s 2005 audit. Since the Company is not presently operating as a going concern generating revenues, the required changes do not materially affect our earnings outlook, exploration results, or cash position, or other major financial data investors would look to for current investment decisions, a delay in this disclosure we do not feel will materially impair investors ability to obtain enough information to make an informed investment decision about the Company’s securities.

This response letter has been prepared under the assumption that Staff is amenable to addressing its financial statement concerns in future fillings, but for clarity it is pointed out that the attached Form 20F has been amended substantially at Staff’s request and it is intended that these changes be made to present filings and not future filings.

In future filings, the Company will add the following disclosure in the Summary of Significant Accounting Policies for Flow Through Shares to explain the reasons the amounts labelled as “Resource property exploration qualified as flow-through expenditure” were added back to net loss:

“Proceeds received from the issuance of flow-through shares are restricted to be used only for resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expensed at the end of the Company’s fiscal year was disclosed separately as Flow-through Share Proceeds on the Consolidated Balance Sheets. Amounts of proceeds received in prior periods that were expensed during the fiscal year were recorded as Resource Property Exploration Qualified as Flow-through Expenditure on the Consolidated Statements of Cash Flows.”

4.

The amounts identified as “Share capital and subscriptions received, net” as part of financing Activities, does not agree with the amounts identified as cash received from shares issued in Note 7, page 15. Please reconcile these amounts and include appropriatedisclosure in the filing as to why the amounts differ.

In response to Staff’s comment and in order to provide better reconciliation between the Consolidated Statements of Cash Flows and Note 7, the Company, in future filings, will amend the Consolidated Financial Statements as follows:

For the years ended December 31

(Restated)

(Restated)

(Restated)

Financing activities

Proceeds from (repayment of) related party loans

11,925

(6,246)

(47,317)

Share capital and subscriptions received, net

633,952

1,949,690

1,232,668

Increase in (repayment of) bank overdraft

305,288

-

(7,007)

Proceeds from flow-through shares, net of future income tax recovery

(463,536)

(1,050,000)

(75,000)

487,629

893,444

1,103,344

Note 2 – Long –term Investments and Advances, page 12

5.

It appears that you wrote down the value of your investment in ClearFrame Solutions Inc. by $135,310. Please expand your disclosure to include the reasons for the write-down so that it is clear why you believe the decline in value was permanent. Also disclose the number of shares underlying your investments at each balance sheet date and the method of estimating the vale of those shares.

In response to Staff’s comment, the Company will include in future filings the following disclosure in the Consolidated Financial Statements:

“Management believed it prudent to write down the value of its investment in ClearFrame Solutions Inc. by $135,310 as the market value of these securities had been trading in a range significantly below the Company’s cost for over one year. In light of this and management’s understanding of ClearFrame’s financial position, management was of the opinion that the decline in value of the investment was permanent.”

Information regarding the Company’s method of estimating the value of the shares is disclosed in the Summary of Significant Accounting Policies for Long-term Investments and advances as “Fair Value of the investment in shares is determined based on market prices.”

Details regarding shares held in investments will be added in the table in Note 2 of the future filings of our Consolidated Financial Statements as follows:

No. of shares

No. of shares

Consolidated Pacific Bay

Minerals

875,667

875,667

ClearFrame Solutions Inc.

2,935,091

1,435,001

6.

Since you disclose that you received 1,500,000 shares of ClearFrame as collateral for your $75,000 loan in 2004, and because you then sold those shares to management and directors of ClearFrame, it would be appropriate for you to also disclose whether you accepted the shares as payment for the loan, or if you are obligated to return the shares if ClearFrame is able to deliver $75,000 in cash at some future date. Tell us the reasons management and directors of ClearFrame arranged to purchase the shares from you rather than directly from the company they oversee. Explain your role in negotiating the arrangement, describe any relationships between your management and directors and those of ClearFrame, and any benefit imparting to the individuals involved.

In response to Staff’s comment, David Brett, President of the Company advised as follows:

“I am a former director and the former President and Chief Executive Officer of ClearFrame Solutions Inc. (formerly Knexa Solutions Inc., formerly ClearFrame Solutions Inc. and now, due to a restructuring, ClearFrame Solutions Corp.) (“ClearFrame”). I played a significant role in negotiating the Company’s $75,000 advance to ClearFrame and the subsequent recovery of such funds through the sale of 1,500,000 common shares of ClearFrame. In March 2003, the time of negotiations (the “Negotiations”), I was also Vice President and Director of the Company and Guildford Brett, the Company’s Chairman, was also a director of ClearFrame. Guildford Brett did not participate in the Negotiations. At the time of the Negotiations, ClearFrame was in the process of a restructuring that involved myself and Guildford Brett’s departures from all roles with ClearFrame. At that time, my objective as both a ClearFrame and Cusac executive, was to ensure ClearFrame’s success in its reorganization plan so that shareholders and creditors such as Cusac would be protected as much as possible. The 1,500,000 common shares provided to Cusac were on the basis of $0.05 per share, the average quoted market value of those shares for several months, which Cusac believed was a reasonable share price. Unfortunately, the value of the ClearFrame shares continued to drop in the ensuing months. The value of these shares at the time of the sale to the new management of ClearFrame in March 2004 at $75,000 was approximately double the market value of the shares at that time. The reason the management of ClearFrame elected to purchase these shares from the Company at a premium is two-fold: (1) the shares in question were free trading whereas treasury shares would be subject to re-sale restrictions, and, more significantly, (2) since the Company was in a position to block ClearFrame’s intended 20 for 1 consolidation of capital (otherwise known as a reverse-split) at the required shareholders’ meeting management of ClearFrame agreed to pay the premium on the condition that the Company provide a proxy on its shares to ClearFrame’s management. The Company decided at the time that such an exchange was the best opportunity for the Company to get its $75,000 back and agree to the offer. No further obligations exist whatsoever between any of the parties regarding these or any other of the Company’s current or past investments in ClearFrame.”

In future filings, the Company will expand the disclosure in Note 2 as follows:

“In 2004, ClearFrame issued to the Company and put in trust 1,500,000 common shares as collateral against the $75,000 of advances owing to the Company. The shares were to be returned to ClearFrame when the Company receives repayment of the $75,000 of advances. To that end, the Company then issued options to the management and directors of ClearFrame to allow the option holders to purchase these 1,500,000 ClearFrame shares at $0.05 per share for a period from July 6, 2004 to March 5, 2005. Subsequent to December 31, 2004, the option holders exercised their options to purchase the ClearFrame shares for gross proceeds of $75,000.”

7.

We note your disclosure stating that subsequent to December 31, 2004 you were loaned 750,000 shares of ClearFrame Solutions Inc. from two directors. Revise your disclosure to (i) clarify whether these are your directors or those of ClearFrame; (ii) explain the business purpose of accepting a loan in the form of shares, (iii) describe the underlying economics of the loan arrangement, and (iv) set forth your intentions for holding the loaned shares (e.g. describe the conditions under which you will return the shares).

In response to Staff’s comment, the Company will revise in future filings its disclosure regarding the loan of 750,000 shares of ClearFrame Solutions Inc. to the Company at Note 2 of the Company’s financial statements as follows:

“Subsequent to December 31, 2004, two directors of the Company, Messrs David and Guilford Brett, loaned 750,000 shares of ClearFrame to the Company so that the Company would be in a better position to opposes ClearFrame’s declared intention to consolidate its capital on a 20 for 1 basis, as management of the Company felt that this action would have a very adverse affect its investment in ClearFrame. The transfer of the 750,000 shares of ClearFrame to the Company increased the Company’s holdings to in excess of 10% of ClearFrame’s outstanding shares, which provided the Company, under the BC Company Act, the right to nominate directors to ClearFrame board of directors, which the Company contemplated doing to protect its investment. The loaned shares were to be returned to the aforementioned directors after the ClearFrame shareholder’s meeting relating to the proposed consolidation of capital. The loan was structured as unsecured, non-interest bearing and with no fixed terms of repayment.”

Further, as prescribed by the British Columbia Securities Commission, an early warning report dated February 22, 2005 was filed on SEDAR for ClearFrame Solutions Corp.

Note 4 – Resource Properties, page 14

8.

We note the amount capitalized for the Table Mountain Mine of $2,211,569 has not changed since prior to 2001, which appears to correspond with your policy discussion on page 8, stating that abandoned claims and inactive properties are carried at costs. You appear to also report the full balance of this item for U.S. GAAP purposes. Please send us the impairment analyses that you conducted in determining that no adjustment was necessary to comply with SFAS 144, for each period presented.

In response to Staff’s comment, a detailed economic analysis of gold reserves at the Table Mountain Gold Property (the “Property”) was conducted in 2004 to ascertain the feasibility of recommencing operations at the Property. The results of this investigation were reviewed, verified and compiled into a report1 by independent Mining Engineer Dennis Bergen. P.Eng, The analysis took into consideration development and mining costs, gold recovery rates in the mill, personnel requirements, ore grades, and all other costs required to extract gold from where diamond drilling has determined it to be located underground. The detailed calculations in the report assume a gold price of CDN$535. The key findings of the report are as follows:

Probable Mineral Reserves

21,360 oz

Total Cash Cost per ounce of Gold (1)

USD$356 per oz.(2)

Estimated FV of asset (NRV)

$3,282,049

Book value of the Table Mountain Gold Property

$2,211,569

(1)Total cash cost per ounce is equal to total production costs less depreciation, depletion, amortization and asset retirement obligation accretion divided by the number of ounces of gold sold during the period.

(2) It is customary in financial and engineering documents to report per ounce cost data in US dollars.

_________________________

1Bergen , R. Dennis, P.Eng. “Preliminary Feasibility Study On The Rory And East Bain Veins of Cusac Gold Mines Ltd., Table Mountain Gold Property, B.C. Canada.” February 15, 2005.

Given the above calculations and supporting independent engineering documents, the Company does not believe there is any indi

Show Raw Text
COVER
2
filename2.htm

*

File Number:     56142-8

Web site:  www.langmichener.com

Direct Line:  (604) 691-7420

Direct Fax Line: (604) 893-2391

E-Mail:  swong@lmls.com

November 7, 2005

BY COURIER

The United States Securities

and Exchange Commission

Division of Corporate Finance

450 Fifth Street, NW

Washington, D.C. 20549-0405

Attention:  Mr. H. Roger Schwall

Dear Sirs:

Cusac Gold Mines Ltd. - Amendment #1 to Form 20-F Filed July 12, 2005

Your File No. 000-13548

We write on behalf of Cusac Gold Mines Ltd. (the “Company” or “Cusac”) in response to Staff’s letter of September 21, 2005 (the “Comment Letter”) signed by H. Roger Schwall, Assistant Director of Division of Company Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 20-F filing.

In response to Staff’s comments, the Company has filed with the Commission an Amendment No. 1 to the Form 20-F Annual Report pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the “Form 20-F/A-1”) . We enclose with this letter a copy of the Form 20-F/A-1, plus a copy that has been red-lined to show the changes from the Form 20-F (the “Form 20-F”).

In addition to the revisions to Form 20-F, we also provide below our item-by-item responses to the comments made in the Comment Letter.  The factual information provided herein relating to the Company has been made available to us by the Company.  Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter.  Capitalized terms used herein and not defined, have the same meanings given such terms in the Form 20-F/A-1.

General

1.

Please include page numbers through out all filings to expedite communications.

In response to Staff’s comment, the Company has included page numbers throughout the Company’s filings to expedite communications.

Cover

2.

The cover of your 20-F indicates you have enclosed the annual report for the fiscal year ended December 31, 2002.  Please amend the document to include the appropriate date of the financial statements included in the filing.

In response to Staff’s comment, the Company has amended the cover page to state that the annual report is with respect to the fiscal year ended December 31, 2004.

Consolidated Statements of Cash Flows, page 6

3.

You present amounts labelled “Resource property exploration qualified as flow-through expenditure” as reconciling items in calculating cash used in operating activities. Please expand your disclosure on page 10 to explain the reasons these amounts are added back to net loss. Identify the corresponding characterization on your Statements of Operations, and the non-cash transactions to which these relate.  It should be clear how you have met your obligations under flow-through share arrangements without expending cash.

In response to Staff’s comment, with respect specifically to the Company’s audited financial statements for 2004, the Company requests that the requested amendments be made to future fillings, as opposed to amending the current financial statements. The primary reason for this request is time.  In order to amend the Company’s financial statements for 2004, our auditors will need to reissue their audit report, which will involve additional time.  Given that we are presently in the fourth quarter of 2005, and a re-issue of the 2004 audit report may not be available until the end of 2005, it seems prudent to include the required disclosures in the Company’s 2005 audit.  Since the Company is not presently operating as a going concern generating revenues, the required changes do not materially affect our earnings outlook, exploration results, or cash position, or other major financial data investors would look to for current investment decisions, a delay in this disclosure we do not feel will materially impair investors ability to obtain enough information to make an informed investment decision about the Company’s securities.

This response letter has been prepared under the assumption that Staff is amenable to addressing its financial statement concerns in future fillings, but for clarity it is pointed out that the attached Form 20F has been amended substantially at Staff’s request and it is intended that these changes be made to present filings and not future filings.

In future filings, the Company will add the following disclosure in the Summary of Significant Accounting Policies for Flow Through Shares to explain the reasons the amounts labelled as “Resource property exploration qualified as flow-through expenditure” were added back to net loss:

“Proceeds received from the issuance of flow-through shares are restricted to be used only for resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expensed at the end of the Company’s fiscal year was disclosed separately as Flow-through Share Proceeds on the Consolidated Balance Sheets. Amounts of proceeds received in prior periods that were expensed during the fiscal year were recorded as Resource Property Exploration Qualified as Flow-through Expenditure on the Consolidated Statements of Cash Flows.”

4.

The amounts identified as “Share capital and subscriptions received, net” as part of financing Activities, does not agree with the amounts identified as cash received from shares issued in Note 7, page 15.  Please reconcile these amounts and include appropriatedisclosure in the filing as to why the amounts differ.

In response to Staff’s comment and in order to provide better reconciliation between the Consolidated Statements of Cash Flows and Note 7, the Company, in future filings, will amend the Consolidated Financial Statements as follows:

  For the years ended December 31

 2004

 2003

 2002

    (Restated)

 (Restated)

 (Restated)

  Financing activities

    Proceeds from (repayment of) related party loans

 11,925

 (6,246)

 (47,317)

    Share capital and subscriptions received, net

 633,952

 1,949,690

 1,232,668

    Increase in (repayment of) bank overdraft

 305,288

 -

 (7,007)

  Proceeds from flow-through shares, net of future income tax recovery

 (463,536)

 (1,050,000)

 (75,000)

    487,629

 893,444

 1,103,344

Note 2 – Long –term Investments and Advances, page 12

5.

It appears that you wrote down the value of your investment in ClearFrame Solutions Inc. by $135,310.  Please expand your disclosure to include the reasons for the write-down so that it is clear why you believe the decline in value was permanent.  Also disclose the number of shares underlying your investments at each balance sheet date and the method of estimating the vale of those shares.

In response to Staff’s comment, the Company will include in future filings the following disclosure in the Consolidated Financial Statements:

“Management believed it prudent to write down the value of its investment in ClearFrame Solutions Inc. by $135,310 as the market value of these securities had been trading in a range significantly below the Company’s cost for over one year.  In light of this and management’s understanding of ClearFrame’s financial position, management was of the opinion that the decline in value of the investment was permanent.”

Information regarding the Company’s method of estimating the value of the shares is disclosed in the Summary of Significant Accounting Policies for Long-term Investments and advances as “Fair Value of the investment in shares is determined based on market prices.”

Details regarding shares held in investments will be added in the table in Note 2 of the future filings of our Consolidated Financial Statements as follows:

      2004

   2003

      No. of shares

   No. of shares

  Consolidated Pacific Bay

    Minerals

   875,667

   875,667

  ClearFrame Solutions Inc.

   2,935,091

   1,435,001

6.

Since you disclose that you received 1,500,000 shares of ClearFrame as collateral for your $75,000 loan in 2004, and because you then sold those shares to management and directors of ClearFrame, it would be appropriate for you to also disclose whether you accepted the shares as payment for the loan, or if you are obligated to return the shares if ClearFrame is able to deliver $75,000 in cash at some future date. Tell us the reasons management and directors of ClearFrame arranged to purchase the shares from you rather than directly from the company they oversee.  Explain your role in negotiating the arrangement, describe any relationships between your management and directors and those of ClearFrame, and any benefit imparting to the individuals involved.

In response to Staff’s comment, David Brett, President of the Company advised as follows:

“I am a former director and the former President and Chief Executive Officer of ClearFrame Solutions Inc. (formerly Knexa Solutions Inc., formerly ClearFrame Solutions Inc. and now, due to a restructuring, ClearFrame Solutions Corp.) (“ClearFrame”).  I played a significant role in negotiating the Company’s $75,000 advance to ClearFrame and the subsequent recovery of such funds through the sale of 1,500,000 common shares of ClearFrame.  In March 2003, the time of negotiations (the “Negotiations”), I was also Vice President and Director of the Company and Guildford Brett, the Company’s Chairman, was also a director of ClearFrame.  Guildford Brett did not participate in the Negotiations.  At the time of the Negotiations, ClearFrame was in the process of a restructuring that involved myself and Guildford Brett’s departures from all roles with ClearFrame.  At that time, my objective as both a ClearFrame and Cusac executive, was to ensure ClearFrame’s success in its reorganization plan so that shareholders and creditors such as Cusac would be protected as much as possible.  The 1,500,000 common shares provided to Cusac were on the basis of $0.05 per share, the average quoted market value of those shares for several months, which Cusac believed was a reasonable share price.  Unfortunately, the value of the ClearFrame shares continued to drop in the ensuing months.  The value of these shares at the time of the sale to the new management of ClearFrame in March 2004 at $75,000 was approximately double the market value of the shares at that time.  The reason the management of ClearFrame elected to purchase these shares from the Company at a premium is two-fold: (1) the shares in question were free trading whereas treasury shares would be subject to re-sale restrictions, and, more significantly, (2) since the Company was in a position to block ClearFrame’s intended 20 for 1 consolidation of capital (otherwise known as a reverse-split) at the required shareholders’ meeting management of ClearFrame agreed to pay the premium on the condition that the Company provide a proxy on its shares to ClearFrame’s management.  The Company decided at the time that such an exchange was the best opportunity for the Company to get its $75,000 back and agree to the offer.  No further obligations exist whatsoever between any of the parties regarding these or any other of the Company’s current or past investments in ClearFrame.”

In future filings, the Company will expand the disclosure in Note 2 as follows:

“In 2004, ClearFrame issued to the Company and put in trust 1,500,000 common shares as collateral against the $75,000 of advances owing to the Company.  The shares were to be returned to ClearFrame when the Company receives repayment of the $75,000 of advances. To that end, the Company then issued options to the management and directors of ClearFrame to allow the option holders to purchase these 1,500,000 ClearFrame shares at $0.05 per share for a period from July 6, 2004 to March 5, 2005. Subsequent to December 31, 2004, the option holders exercised their options to purchase the ClearFrame shares for gross proceeds of $75,000.”

7.

We note your disclosure stating that subsequent to December 31, 2004 you were loaned 750,000 shares of ClearFrame Solutions Inc. from two directors.  Revise your disclosure to (i) clarify whether these are your directors or those of ClearFrame; (ii) explain the business purpose of accepting a loan in the form of shares, (iii) describe the underlying economics of the loan arrangement, and (iv) set forth your intentions for holding the loaned shares (e.g. describe the conditions under which you will return the shares).

In response to Staff’s comment, the Company will revise in future filings its disclosure regarding the loan of 750,000 shares of ClearFrame Solutions Inc. to the Company at Note 2 of the Company’s financial statements as follows:

“Subsequent to December 31, 2004, two directors of the Company, Messrs David and Guilford Brett, loaned 750,000 shares of ClearFrame to the Company so that the Company would be in a better position to opposes ClearFrame’s declared intention to consolidate its capital on a 20 for 1 basis, as management of the Company felt that this action would have a very adverse affect its investment in ClearFrame.  The transfer of the 750,000 shares of ClearFrame to the Company increased the Company’s holdings to in excess of 10% of ClearFrame’s outstanding shares, which provided the Company, under the BC Company Act, the right to nominate directors to ClearFrame board of directors, which the Company contemplated doing to protect its investment.  The loaned shares were to be returned to the aforementioned directors after the ClearFrame shareholder’s meeting relating to the proposed consolidation of capital.   The loan was structured as unsecured, non-interest bearing and with no fixed terms of repayment.”

Further, as prescribed by the British Columbia Securities Commission, an early warning report dated February 22, 2005 was filed on SEDAR for ClearFrame Solutions Corp.

Note 4 – Resource Properties, page 14

8.

We note the amount capitalized for the Table Mountain Mine of $2,211,569 has not changed since prior to 2001, which appears to correspond with your policy discussion on page 8, stating that abandoned claims and inactive properties are carried at costs.  You appear to also report the full balance of this item for U.S. GAAP purposes.  Please send us the impairment analyses that you conducted in determining that no adjustment was necessary to comply with SFAS 144, for each period presented.

In response to Staff’s comment, a detailed economic analysis of gold reserves at the Table Mountain Gold Property (the “Property”) was conducted in 2004 to ascertain the feasibility of recommencing operations at the Property.  The results of this investigation were reviewed, verified and compiled into a report1 by independent Mining Engineer Dennis Bergen. P.Eng,  The analysis took into consideration development and mining costs, gold recovery rates in the mill, personnel requirements, ore grades, and all other costs required to extract gold from where diamond drilling has determined it to be located underground.  The detailed calculations in the report assume a gold price of CDN$535.   The key findings of the report are as follows:

  Probable Mineral Reserves

 21,360 oz

  Total Cash Cost per ounce of Gold (1)

 USD$356 per oz.(2)

  Estimated FV of asset (NRV)

 $3,282,049

  Book value of the Table Mountain Gold Property

 $2,211,569

(1)Total cash cost per ounce is equal to total production costs less depreciation, depletion, amortization and asset retirement obligation accretion divided by the number of ounces of gold sold during the period.

(2) It is customary in financial and engineering documents to report per ounce cost data in US dollars.

_________________________

1Bergen , R. Dennis, P.Eng. “Preliminary Feasibility Study On The Rory And East Bain Veins of  Cusac Gold Mines Ltd., Table Mountain Gold Property, B.C. Canada.”  February 15, 2005.

Given the above calculations and supporting independent engineering documents, the Company does not believe there is any indi