ITEM 1A. RISK FACTORS.
The following are some of the important
factors that could affect our financial performance or could cause actual
results to differ materially from estimates contained in our forward-looking
statements. We may encounter risks in addition to those described below.
Additional risks and uncertainties not currently known to us, or that we
currently deem to be immaterial, may also impair or adversely affect our
business, financial condition or results of operation.
If we do not obtain additional financing,
our business will fail.
As at October 31, 2012,
we had cash on hand of $8,130. Our plan of operation calls for significant expenses
in order to meet our obligations under the Earn-In Agreement. There is no
guarantee that we will exercise our option.
Obtaining financing would be subject to a number of
factors outside of our control, including market conditions and additional
costs and expenses that might exceed current estimates. These factors may make
the timing, amount, terms or conditions of financing unavailable to us in which
case we will be unable to complete our plan of operation on our mineral
properties and to meet our obligations under our option agreements.
We have yet to attain profitable operations
and because we will need to obtain financing to continue our business
operations, our accountants believe that there is substantial doubt about our
ability to continue as a going concern.
We have incurred a net loss of $2,326,919 for the period from February 20, 2001 (inception) to October
31, 2012 and have no revenues to date. Our future is dependent upon our ability to obtain
financing. Our
auditors have expressed substantial doubt about our ability to
continue as a going concern given our accumulated losses. This opinion could
materially limit our ability to raise additional funds by issuing new debt or
equity securities or otherwise. If we fail to raise sufficient capital, we
will not be able to complete our business plan. As a result, we may have to
liquidate our business and investors may lose their investment.
We may conduct further
offerings in the future in which case investors’ shareholdings will be diluted.
Since our inception, we have relied on equity sales of
our common stock to fund our operations. We may conduct additional equity
offerings in the future to finance any future business projects that we decide
to undertake. If common stock is issued in return for additional funds, the
price per share could be lower than that paid by our current stockholders. We
anticipate continuing to rely on equity sales of our common stock in order to
fund our business operations. If we issue additional stock, investors’
percentage interest in us will be diluted. The result of this could reduce the
value of their stock.
Because of the unique
difficulties and uncertainties inherent in mineral exploration ventures, we
face a high risk of business failure.
Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.
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We have no known mineral reserves and if we cannot find any, we will
have to cease operations.
We have no mineral reserves. If we do not find a
mineral reserve containing gold or if we cannot explore the mineral reserve,
either because we do not have the money to do it or because it will not be
economically feasible to do it, we will have to cease operations and you will
lose your investment. Mineral exploration, particularly for gold, is highly
speculative. It involves many risks and is often non-productive. Even if we
are able to find mineral reserves on our properties, our production capability
is subject to further risks including:
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Costs of bringing the
property into production including exploration work, preparation of production
feasibility studies, and construction of production facilities, all of which we
have not budgeted for;
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Availability and
costs of financing;
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Ongoing costs of
production; and
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Environmental
compliance regulations and restraints.
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The marketability of any minerals acquired or
discovered may be affected by numerous factors which are beyond our control and
which cannot be accurately predicted, such as market fluctuations, the lack of
milling facilities and processing equipment near our mineral properties, and
such other factors as government regulations, including regulations relating to
allowable production, importing and exporting of minerals, and environmental
protection.
Given the above noted risks, the chances of finding
reserves on our mineral properties are remote and funds expended on exploration
will likely be lost.
Even if we discover proven reserves of
precious metals on our mineral properties, we may not be able to successfully
commence commercial production.
Our mineral properties do not contain any
known bodies of ore. If our exploration programs are successful in discovering
proven reserves on our mineral properties, we will require additional funds in
order to place the mineral properties into commercial production. The
expenditures to be made by us in the exploration of mineral properties in all
probability will be lost as it is an extremely remote possibility that the
mineral claims will contain proven reserves. If our exploration programs are
successful in discovering proven reserves, we will require additional funds in
order to place the mineral properties into commercial production. The funds required
for commercial mineral production can range from several millions to hundreds
of millions. We currently do not have sufficient funds to place our mineral
claims into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for gold and the
costs of exploring for or mining these materials. These factors may make the
timing, amount, terms or conditions of additional financing unavailable to us.
Because we will need additional financing to fund our exploration activities
there is substantial doubt about our ability to continue as a going concern.
At this time, there is a risk that we will not be able to obtain such financing
as and when needed.
We face significant
competition in the mineral exploration industry.
We compete with other mining and exploration companies
possessing greater financial resources and technical facilities than we do in
connection with the acquisition of mineral exploration claims and leases on
precious metal prospects and in connection with the recruitment and retention
of qualified personnel. There is significant competition for precious metals
and, as a result, we may be unable to acquire an interest in attractive mineral
exploration properties on terms we consider acceptable on a continuing basis.
There is no assurance that we will be able
to comply with our obligations under the Earn-In Agreement.
In order comply with our obligations under the Earn-In
Agreement we are required to make a series of cash payments and meet the annual
claim maintenance fees. In order to meet these payments we will need to obtain
substantial financing. If we are unable to meet these payments, we will lose
our options to acquire these properties.
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Because our sole director
and executive officer does not have formal training specific to the
technicalities of mineral exploration, there is a higher risk that our business
will fail
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Howard Thomson, our sole
director and executive officer, does not have any formal training as a geologist
or in the technical aspects of managing a mineral exploration company. Mr.
Thomson’s lack of expertise could cause irreparable harm to our operations,
earnings, and ultimate financial success could suffer irreparable harm due to
management's lack of experience in this industry.
Because the prices of metals
fluctuate, if the price of metals for which we are exploring decreases below a
specified level, it may no longer be profitable to explore for those metals and
we will cease operations.
Prices of metals are determined by such factors as
expectations for inflation, the strength of the United States dollar, global
and regional supply and demand, and political and economic conditions and
production costs in metals producing regions of the world. The aggregate
effect of these factors on metal prices is impossible for us to predict. In
addition, the prices of precious metals are sometimes subject to rapid
short-term and/or prolonged changes because of speculative activities. The
current demand for and supply of these metals affect the metal prices, but not
necessarily in the same manner as current supply and demand affect the prices
of other commodities. The supply of these metals primarily consists of new
production from mining. If the prices of the metals are, for a substantial
period, below our foreseeable cost of production, we could cease operations and
investors could lose their entire investment.
The quotation price of our common stock may
be volatile, with the result that an investor may not be able to sell any
shares acquired at a price equal to or greater than the price paid by the
investor.
Our common shares are quoted on the OTC Markets under
the symbol "TVER”. Companies quoted on the OTC Markets have traditionally
experienced extreme price and volume fluctuations. In addition, our stock
price may be adversely affected by factors that are unrelated or
disproportionate to our operating performance. Market fluctuations, as well as
general economic, political and market conditions such as recessions, interest
rates or international currency fluctuations may adversely affect the market
price of our common stock. As a result of this potential volatility and
potential lack of a trading market, an investor may not be able to sell any of
our common stock that they acquire at a price equal or greater than the price
paid by the investor.
Because our stock is a
penny stock, shareholders will be more limited in their ability to sell their
stock.
The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00, other
than securities registered on certain national securities exchanges or quoted
on the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
quotation system. Because our securities constitute “penny stocks” within the
meaning of the rules, the rules apply to us and to our securities. The rules
may further affect the ability of owners of shares to sell our securities in
any market that might develop for them. As long as the trading price of our
common stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:
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contains a description
of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading;
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contains a description
of the broker’s or dealer’s duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties or
other requirements of securities laws;
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contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and the significance of the spread between the bid and ask
price;
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contains a toll-free
telephone number for inquiries on disciplinary actions;
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defines significant
terms in the disclosure document or in the conduct of trading in penny stocks;
and
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contains such other
information and is in such form, including language, type, size and format, as
the SEC shall require by rule or regulation.
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The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, the customer with: (a) bid and
offer quotations for the penny stock; (b) the compensation of the broker-dealer
and its salesperson in the transaction; (c) the number of shares to which such
bid and ask prices apply, or other comparable information relating to the depth
and liquidity of the market for such stock; and (d) a monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser’s written
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitably statement. These disclosure requirements may have the
effect of reducing the trading activity in the secondary market for our stock.