UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
May 31, 2011
[ ]
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [
]
Commission file number
000-53767
WOLVERINE EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada
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98-0569013
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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4055 McLean Road, Quesnel, British Columbia, Canada
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V2J 6V5
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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250.992.6972
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.
Yes [X]
No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
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Smaller reporting company
[X]
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The value of Common Stock held by non-affiliates of the Registrant on September 8, 2011 was $3,587,734 based on a market price of $0.036 per share. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
104,330,000 shares of common stock issued & outstanding as of September
8, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
TABLE OF CONTENTS
3
PART I
Item
1. Business
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States Dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our
company, Wolverine, mean Wolverine Exploration Inc., a Nevada corporation,
unless otherwise indicated.
Corporate History
Our company was incorporated in the State of Nevada on February
23, 2006 and is quoted on the OTCQB and OTCBB under the symbol WOLV.
On February 28, 2007, we entered into a vend-in agreement with
Shenin Resources Inc. (Shenin), a private Canadian corporation, for the
purchase of a 90% interest 516 mineral claims located in Labrador Canada. The
purchase price paid to Shenin was $374,000 satisfied by the issuance of
34,000,000 shares of our common stock at a fair value of $0.01 per share and a
note payable of $34,000. Under the terms of the vend-in agreement we were
required to incur the following expenditures on the claims: (i) CDN $150,000 on
or before March 1, 2008; (ii) CDN $200,000 on or before March 1, 2009, and (iii)
CDN $250,000 on or before March 1, 2010; provided that (iv) any excess amount
spent in one year may be carried forward and applied towards fulfillment of the
expenditure required in the later year. Shenin has also granted our company a
first right of refusal to purchase a 90% interest in all further property in
Labrador Canada that Shenin may obtain an interest in from time to time. To
date, we have incurred expenditures of $559,472.
On August 15, 2007, we registered our company as an
extra-provincially registered company in the Province of Newfoundland and
Labrador for the purpose of being able to register the Claims in the name of our
company and for the purpose of being able to conduct our business in the
Province of Newfoundland and Labrador.
Subsequent to the vend-in agreement, Richard Haderer, a
consultant of Wolverine, staked twenty-four (24) additional mineral claims on
behalf of Wolverine. The staking costs for these additional claims was Cdn
$1,440 and the additional claims are contiguous to the 516 claims acquired
pursuant to the vend-in agreement.
On August 27, 2009 we signed an amending agreement with Shenin.
which waives all of the remaining work commitments required under the vend-in
agreement subject to us incurring sufficient exploration expenditures on the
claims to keep them in good standing with the Province of Newfoundland and
Labrador.
4
In March of 2010, as a result of the exploration carried out to
date, Wolverine reduced the number of claims by 128 in order to concentrate its
exploration efforts on the claims with anomalous mineralization.
In June of 2010, Ed Montague, transferred 37 claims to
Wolverine which had been staked on behalf of Wolverine. Wolverine now holds a
90% interest and Shenin holds a 10% interest in a total of 449 claims.
Our Current Business
We are an exploration stage company engaged in the business of
acquisition and exploration of base and precious metal mineral properties. Our
current exploration is focused on mineral properties located in Labrador,
Canada. We have not yet determined whether the Labrador Claims contain mineral
reserves that are economically recoverable.
Claims Located in Labrador, Canada
Location and Means of Access to the Claims
The Claims (the
Labrador Claims
) are located about 120
kilometres (75 miles) west of Goose Bay, Labrador, a small town of 9,000 people
on the Atlantic Coast of northern Canada. It takes approximately one and a half
to two hours to drive to the Labrador Claims from Goose Bay.
The Labrador Claims lie within NTS map sheets 13E/01 and 13F/04
and extends approximately from 53
o
11 08 N latitude and
62
o
11 56 W longitude to 53
o
06 34 N latitude and
61
o
57 02 W longitude.
Goose Bay features an international airport. From there, the
Labrador Claims can be accessed directly from the Trans-Labrador Highway. The
Labrador Claims are easily accessible by the Trans-Labrador Highway, which runs
through the central portion of the Labrador Claims. The Trans-Labrador Highway
is a well maintained Provincial Highway with a gravel surface. There are no gas
stations between Goose Bay and Churchill Falls, the next major community located
290 kilometres (180 miles) to the west of Goose Bay and 160 kilometres (105
miles) to the west of the Labrador Claims.
Access to the Labrador Claims is possible for most of the year
given the proximity to Goose Bay and the fact that the highway is well
maintained. Airborne geophysical surveys are best performed either in late
winter (March-April) or during the summer (June-August). Ground geophysical
surveys should be scheduled to avoid freeze-up (November-December) and breakup
(late April to early June). Ground geological surveys are best conducted with no
snow cover (mid June to mid November).
5
Figure 1. The Claims are located approximately 120
kilometers (75 miles) west of Goose Bay, Labrador.
Description of Labrador Claims
The Labrador Claims are unencumbered and in good standing and
there are no third party conditions which affect the Labrador Claims other than
conditions defined by the Province of Newfoundland and Labrador described below.
The Labrador Claims together make up an aggregate area of 11,225 hectares. We
have no insurance covering the Labrador Claims. Management believes that no
insurance is necessary since the Labrador Claims are unimproved and contain no
buildings or improvements. The Labrador Claims cover an area with approximate
dimensions of 20 kilometers east-west (12.5 miles) and 10 kilometers north-south
(6.25 miles).
The Labrador Claims consist of a total of 449 mineral claims
covering 11 separate licenses as described in Table 1 below. A layout of the
Labrador Claims is shown in Figure 2 below.
Table 1. Summary of the Claims.
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Number
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# of Claims
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NTS
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Area
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Good to Date
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(hectares)
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013472M
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6
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13F/04
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150
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05-17-2012
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012427M
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20
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13E/01
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500
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08-18-2011
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012425M
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82
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13E/01
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2,050
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08-18-2011
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013039M
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254
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13E/01 & 13F/04
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6,350
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02-05-2012
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015521M
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18
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13F/04
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450
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11-03-2013
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017118M
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12
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13F/04
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300
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01-28-2015
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017119M
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6
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13E/01
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150
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01-28-2015
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017355M
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9
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13E/01
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225
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03-01-2015
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017521M
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20
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13F/04
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500
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03-14-2012
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017522M
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12
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13E/01
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300
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03-14-2012
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017584M
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10
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13F/04
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250
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05-03-2015
|
6
Figure 2. The Claims extend for a distance of
approximately 20 kilometers (12.5 miles) along the Trans-Labrador Highway.
There is no assurance that a commercially viable mineral
deposit exists on the Labrador Claims. Further exploration will be required
before an evaluation as to the economic feasibility of the Labrador Claims is
determined. Our consulting geophysicist has written a report and provided us
with recommendations of how we should explore the Labrador Claims. Until
management can validate otherwise, the Labrador Claims are without known
reserves.
Conditions to Retain Title to the Labrador Claims
The Labrador Claims have varying expiry dates. In order to
maintain the Labrador Claims in good standing it will be necessary for us to
coordinate an agent to perform and record valid exploration work with value of
CDN$200 per claim in anniversary year 1, CDN$250 per claim in anniversary year
2, CDN$300 per claim in anniversary year 3, CDN$350 per claim in anniversary
year 4, CDN$400 per claim in anniversary year 5, CDN$600 per claim in
anniversary years six to ten inclusive, CDN$900 per claim in anniversary years
11 to 15 inclusive and CDN$1,200 per claim in anniversary years 16 to 20
inclusive. Failure to perform and record valid exploration work on the
anniversary dates will result in forfeiture of title to the Labrador Claims.
History of Labrador and the Labrador Claims
According to the report prepared by our consulting
geophysicist, the geologic setting is based on information available from the
Geological Survey of Canada (DNR Open File 013F/0055) and the Government of
Newfoundland and Labrador (Open File 013F/0061). The regional geology as
described by both Government Reports contains very little detail because the Trans-Labrador
Highway was under construction during much of the mapping initiative, opening in
1992.
7
Also, the area has seen only limited geologic mapping on a
regional scale, in part due to the remoteness of the area and the timing of the
Federal and Provincial mapping initiatives that preceded construction of the
Trans-Labrador Highway. The mapped geology within the area is part of a regional
1:500,000 compilation undertaken by the Newfoundland and Labrador Provincial
Government during the early 1990s. The survey area is located outside of the
area of detailed mapping, in which case geologic mapping has been taken from
previous publications, most notably a Federal Government regional mapping
program from 1990-1994. During the period 1990 to 1994 the area was regionally
mapped by the Geological Survey of Canada and by the Mines and Energy Branch of
the Newfoundland and Labrador Government. Geologic mapping was performed on a
very regional scale, due in part to the remoteness of the area (away from the
Trans-Labrador Highway) and the lack of outcrop. In summary there is very little
geological mapping within the survey area and there has never been a detailed
mapping program.
Exploration History
In the fall of 2007 Wolverine completed an airborne survey of
the Labrador Claims. The airborne survey identified 8 conductive targets that
warrant ground follow-up.
In the fall of 2009 Wolverine carried out geological
reconnaissance along with prospecting and sampling on three of its eleven
Labrador licenses. Some, but not all of the known mineralized zones were sampled
as this was more of a reconnaissance exercise until a more systematic program is
put in place. In addition, to the usual base metal sampling, scintillometer
surveys were done on the exposed rock cuts along the highway and selected areas
of the southern portions of the three licenses.
Work on the Property during June of 2010 consisted of
prospecting, sampling and geological reconnaissance on and around
electro-magnetic and radiometric anomalies that were identified during the 2007
airborne survey. Earlier sampling on rock cuts along the highway had shown
values in Cu and Au that warranted further exploration.
Continued prospecting during July 2010 on other areas of the
property has revealed additional outcrops containing malachite alteration on the
western end of the property near anomaly number one.
In August and September 2010 a follow up program of diamond
drilling was contracted to an Ontario Drilling Company and a total of 522.5
meters was drilled in 6 holes.
In November and December 2010 an induced polarization (IP)
Survey was completed on the Property. The survey was conducted on two grids
located on the Property. Grid 1 consisted of 19, 1.6 km lines oriented at 360
degrees. 5 of those lines were cut short (1.2 km) due to a large lake that was
not completely frozen at the time of the survey and was considered unsafe. A 1.8
km base line oriented at 090 Degrees crossed the centre of the grid. Grid 2
consisted of 13 lines that varied from ~750 m, in the south to 1500 m in the
north. The lines were oriented at 090 degrees with a baseline 1.2 km long,
oriented at 360 Degrees.
Exploration Results
Disseminated mineralization consisting mainly of pyrite,
pyrrhotite and chalcopyrite were detected in several areas of the property.
Mineralization was first noted in roadside rock cuts, samples were taken but the
GPS location was not recorded as none were available, only a generalized
location within several metres was given to the geologist.
After Wolverine acquired the property an airborne survey was
completed and several anomalies were detected. Wolverine then engaged a
geologist to supervise the prospecting, trenching and drilling program.
Prospecting revealed other zones of disseminated mineralization, mainly in rock
cuts along the highway which had the best exposure as most of the property is
covered by marsh and forested overburden.
Diamond drilling on two airborne anomalous areas revealed
disseminated mineralization in four of the six drill holes.
8
Wolverine then conducted an induced polarization (IP) survey on
two selected areas that detected 23 anomalous zones. Plans are underway to
conduct an additional drill program to test the strongest areas later this
spring.
Quality Assurance/Quality Control
All drill core samples were cut lengthwise with a rock saw.
Half of the sample was retained for future reference and the other was sent by
Canada Post, insured and delivered to the Laboratory. Sample sections were
measured by depth markers in the core boxes and confirmed by the geologist.
Results were mailed back to the geologist and confirmed by the chief chemists
signature. A portion of the laboratory sample was retained at the laboratory for
a period of one year.
Surface bedrock sample sites were selected by geologists and
prospectors. GPS readings recorded the locations. Samples were stored in new
industrial plastic sample bags with the sample number which was also recorded in
note books. Samples were again sent by Canada Post with the same procedure noted
above.
Present Condition of the Labrador Claims
The mineralization found to date on the Labrador Claims
consists primarily of copper and gold mineralization in sulphide with associated
pyrite (a non-economic sulphide mineral). There are also a number of malachite
veins (and malachite stained outcrops).
The country rocks have been identified as meta-sedimentary
gneiss. Locally gabbros and diorites have been identified by surface
prospecting.
Based on the mineralization and the known geologic rock types,
there appear to be three possible deposit types that could host mineralization
within the Labrador Claims; 1) porphyry copper-gold in sulphide, 2) volcanogenic
(Cu-Pb-Zn) massive sulphide, or 3) magmatic nickel-copper sulphide.
Copper-gold (Cu-Au) deposits occur within sedimentary rocks
when a stock intrudes into the sediments and heats up the ground water. The
heated fluids pick up copper and other metals as they percolate through
fractures opened up within the sediments. Mineralization is mostly disseminated,
but significant veins of chalcopyrite, rich in gold, are also present. The
presence of chalcopyrite in meta-sediment and malchite staining are excellent
indicators for a copper-gold system.
VMS deposits are commonly formed by deposition of hot metals
into seawater from volcanic vents on the seafloor. The main metals include
copper, zinc, lead, gold and silver. Within the Labrador Claims there are no
mapped volcanic rocks, although the known mineralization has been found within
gabbro and diorite.
Magmatic nickel-copper sulphide deposits are hosted in mafic to
ultramafic rocks such as gabbro, norite, and troctolite. Other rock types
commonly associated with these host rocks are diorites and anorthosites. Within
the Labrador Claims chalcopyrite mineralization was identified in a gabbro and
separately associated with a diorite dyke.
The Labrador Claims are almost completely covered by overburden
and tree cover. Rock outcrops are best observed along the highway where they
have been uncovered.
The climate within the area is typically northern with short
hot summers and long cold winters. Winter temperatures can range from
-15
o
C to -35
o
C and occasionally fall to below
-42
o
C.
There is no equipment, infrastructure or electricity currently
on the Labrador Claims.
There have been no previous airborne surveys in this area that
are within 35 kilometers (22 miles) of the Labrador Claims. The area would have
been covered as part of the Federal Government regional airborne magnetic
survey, but this survey would not have the sufficient resolution to identify
magnetic units less than 1 kilometer in size and could not detect any conductive
mineralization.
9
Geology of the Labrador Claims
Geologically the area is mapped as early to late Proterozoic
meta-sediments that have been metamorphosed to gneisses. Major gabbroic and
anorthositic intrusives have intruded the gneisses several kilometers to the
east and local gabbros and diorites occur throughout the area along with several
quartz veins. Large tourmaline crystals have also been identified on the
Labrador Claims. The area has little outcrop and is covered by overburden,
generally sand and gravel. Spruces trees are abundant but are not very tall.
The presence of several copper showings and malachite staining
in the limited outcrop suggests that a mineralizing event of copper and gold has
intruded into the meta-sedimentary rocks. The nature of the mineralization is
likely to be copper veins and disseminations with associated gold. It is also
possible that magmatic nickel and copper mineralization could be present with
associated platinum group elements within gabbros.
Competition
The mining industry is intensely competitive. We compete with
numerous individuals and companies, including many major mining companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for access to funds.
There are other competitors that have operations in the area and the presence of
these competitors could adversely affect our ability to compete for financing
and obtain the service providers, staff or equipment necessary for the
exploration and exploitation of our properties.
Compliance with Government Regulation
Mining operations and exploration activities are subject to
various national, state, provincial and local laws and regulations in Canada and
the United States, as well as other jurisdictions, which govern prospecting,
development, mining, production, exports, taxes, labor standards, occupational
health, waste disposal, protection of the environment, mine safety, hazardous
substances and other matters.
Wolverine obtained a permit from the Government of Newfoundland
for the recently completed IP Survey. The provisions of this permit included 24
hour prior notification of mobilizing equipment to the project area; two day
prior notification of completion of the exploration activity; a brief update of
the progress of the exploration program when it is completed as well as
complying with the Mineral Regulations of the Province of Newfoundland and
Labrador. Wolverine has commenced the process to obtain exploration permit for
the 2011 spring drilling program.
We believe that we are and will continue to be in compliance in
all material respects with applicable statutes and the regulations passed in
Canada and the United States. There are no current orders or directions relating
to our company with respect to the foregoing laws and regulations.
Employees
Currently we do not have any employees The Company utilizes
consultants for the management, regulatory, administrative, investor relations
and geological functions of the Company. We do not expect any material changes
in the number of employees over the next 12 month period. We will continue to
retain consultants as required.
Going Concern
We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future equity financing.
Subsidiaries
We do not have any subsidiaries.
10
Intellectual Property
We do not own, either legally or beneficially, any patent or
trademark.
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements upon request. We are required to file
annual, quarterly and current reports, proxy statements, and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available to the public over the Internet at the SEC's
website at http://www.sec.gov.
The public may read and copy any materials filed by us with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The Internet address of the site is
http://www.sec.gov
.
Item
1A. Risk Factors
Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
If we do not obtain additional financing, the business plan
will fail.
Our current operating funds are insufficient to complete the
next phases of our proposed exploration program on our Labrador mineral claims.
We will need to obtain additional financing in order to complete our business
plan and our proposed exploration program. Our business plan calls for
significant expenses in connection with the exploration of the Labrador Claims.
We have not made arrangements to secure any additional financing.
Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.
We recently begun the initial stages of exploration of the
Labrador Claims, and thus has no way to evaluate the likelihood whether our
company will be able to operate our business successfully. Our Company was
incorporated on February 23, 2006 and to date we have been involved primarily in
organizational activities, obtaining financing and preliminary exploration of
the Labrador Claims. We have not earned any revenues and we have never achieved
profitability as of the date of this annual report. Potential 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 the light of problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that our company plans 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. We have no
history upon which to base any assumption as to the likelihood that its business
will prove successful, and we can provide no assurance to investors that our
company will generate any operating revenues or ever achieve profitable
operations. If our company is unsuccessful in addressing these risks its
business will likely fail and you will lose your entire investment in this
offering.
11
Because our company has only recently commenced business
operations, we expect to incur operating losses for the foreseeable future.
Our company has never earned any revenue and our company has
never been profitable. Prior to completing exploration on the Labrador Claims,
we may incur increased operating expenses without realizing any revenues from
the Labrador Claims, this could cause our company to fail and you will lose your
entire investment in this offering.
If we do not find a joint venture partner for the continued
development of our mineral claims, we may not be able to advance exploration
work.
If the results of the exploration program are successful, we
may try to enter into a joint venture agreement with a partner for the further
exploration and possible production of the Labrador Claims. Our company would
face competition from other junior mineral resource exploration companies who
have properties that they deem to be attractive in terms of potential return and
investment cost. In addition, if our company entered into a joint venture
agreement, our company would likely assign a percentage of our interest in the
Labrador Claims to the joint venture partner. If our company is unable to enter
into a joint venture agreement with a partner, our company may fail and you may
lose your entire investment in this offering.
Because of the speculative nature of mineral property
exploration, there is substantial risk that no commercially viable deposits will
be found and our business will fail.
Exploration for base and precious metals is a speculative
venture involving substantial risk. We can provide investors with no assurance
that the Labrador Claims contain commercially viable mineral deposits. The
exploration program that our company will conduct on the Labrador Claims may not
result in the discovery of commercial viable mineral deposits. Problems such as
unusual and unexpected rock formations and other conditions are involved in base
and precious metal exploration and often result in unsuccessful exploration
efforts. In such a case, we may be unable to complete our business plan and you
could lose your entire investment.
Because of the inherent dangers involved in base and
precious metal exploration, there is a risk that our company may incur liability
or damages as we conducts our business.
The search for base and precious metals involves numerous
hazards. As a result, our company may become subject to liability for such
hazards, including pollution, cave-ins and other hazards against which we cannot
insure or against which we may elect not to insure. Our company currently has no
such insurance nor do we expect to get such insurance in the foreseeable future.
If a hazard were to occur, the costs of rectifying the hazard may exceed our
asset value and cause our company to liquidate all of our assets resulting in
the loss of your entire investment.
Because access to our companys mineral claims is often
restricted by inclement weather, we will be delayed in exploration and any
future mining efforts.
Access to the Labrador mineral claims is restricted to the
period between May and November of each year due to snow in the area. As a
result, any attempts to visit, test, or explore the property are largely limited
to these few months of the year when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
mining and production in the event that commercial amounts of minerals are
found. Such delays can result in our companys inability to meet deadlines for
exploration expenditures as defined by the Province of Newfoundland and
Labrador. This could cause the business venture to fail and the loss of your
entire investment unless our company can meet the deadlines.
As our company undertakes exploration of the Labrador
Claims, we will be subject to compliance with government regulation that may
increase the anticipated time and cost of its exploration program.
There are several governmental regulations that materially
restrict the exploration of minerals. Our company will be subject to the mining
laws and regulations as contained in the Mineral Act of the Province of
Newfoundland and Labrador as we carry out our exploration program. We may be
required to obtain work permits, post bonds and perform remediation work for any
physical disturbance to the land in order to comply with these regulations.
While our companys planned exploration program budgets for
regulatory compliance, there is a risk that new regulations could increase our
time and costs of doing business and prevent our company from carrying out our
exploration program.
12
Because market factors in the mining business are out of our
control, our company may not be able to market any minerals that may be found.
The mining industry, in general, is intensely competitive and
we can provide no assurance to investors even if minerals are discovered that a
ready market will exist from the sale of any base or precious metals found.
Numerous factors beyond our control may affect the marketability of base or
precious metals. 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 our company not receiving an
adequate return on invested capital and you may lose your entire investment.
Because our company holds a significant portion of our cash
reserves in United States dollars, we may experience weakened purchasing power
in Canadian dollar terms.
Our company holds a significant portion of our cash reserves in
United States dollars. Due to foreign exchange rate fluctuations, the value of
these United States dollar reserves can result in both translation gains or
losses in Canadian dollar terms. If there was to be a significant decline in the
United States dollar versus the Canadian Dollar, our US dollar purchasing power
in Canadian dollars would also significantly decline. Our company has not
entered into derivative instruments to offset the impact of foreign exchange
fluctuations.
Our auditors have expressed substantial doubt about our
companys ability to continue as a going concern.
The accompanying financial statements have been prepared
assuming that our company will continue as a going concern. As discussed in Note
1 to the May 31, 2011 financial statements, our company was incorporated on
February 23, 2006, and has never generated any revenue and has a working capital
deficiency. As a result, our companys auditor have expressed substantial doubt
about the ability of our company to continue as a going concern. Continued
operations are dependent on our ability to complete equity or debt financings or
generate profitable operations. Such financings may not be available or may not
be available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a stockholders
ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock rules may
affect the ability of broker-dealers to trade our securities. We believe that
the penny stock rules discourage investor interest in and limit the
marketability of our common stock.
13
Item
1B. Unresolved Staff
Comments
None.
Item
2.
Properties
We do not own any real property. Our principal business offices
are located at 4055 McLean Road, Quesnel, British Columbia, Canada, V2J 6V5.
Our office space is currently provided by a relative of a director of our company
at a no cost. We believe that our current lease arrangements provide adequate
space for our foreseeable future needs. In addition, Cdn $1,000 per month is
paid to Texada Consulting Inc. for an administrative office located in Richmond,
BC.
Item
3. Legal Proceedings
Other than as set out below, our company is not a party to any
pending legal proceeding and no legal proceeding is contemplated or threatened
as of the date of this annual report.
Item
4. Submissions of
Matters to a Vote of Security Holders
There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended May 31, 2011.
PART II
Item
5. Market for Common
Equity and Related Stockholder Matters
Public Market for Common Stock
Our stock is quoted on the OTCQB and OTCBB under the symbol
WOLV.
Stockholders of Our Common Shares
As of the date of this annual report, we have 91 registered
shareholders.
Stock Option Grants
No stock options were granted during the year ended May 31,
2011.
Warrants
We have not issued and do not have outstanding any warrants to
purchase shares of our common stock.
Dividends
There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:
1.
|
we would not be able to pay our debts as they become due
in the usual course of business; or
|
|
|
2.
|
our total assets would be less than the sum of our total
liabilities plus the amount that would be needed
to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.
|
14
We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation
Plans
On May 28, 2010 our directors approved the adoption of our 2010
Stock Plan which permits our company to issue up to 5,147,250 shares of our
common stock, and 5,147,250 options to acquire shares of common stock, to
directors, officers, employees and consultants of our company upon the grant of
stock or the exercise of stock options granted under the 2010 Plan.
Transfer Agent
Our common shares are issued in registered form. Empire Stock
Transfer, Inc. Telephone: (702) 818-5898; Facsimile: (702) 974-1444 is the
registrar and transfer agent for our common shares.
On August 18, 2011, the list of stockholders for our shares of
common stock showed 91 registered stockholders and 104,330,000 shares of common
stock outstanding.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during the year ended May 31, 2011.
Recent Sales of Unregistered Securities
Effective June 1, 2010, we issued 200,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $6,000. We have issued all of the shares to two non-US persons (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 2, 2010, we issued 500,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $15,000. We have issued all of the shares to four non-US persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 3, 2010, we issued 700,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $21,000. We have issued all of the shares to three non-US persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 4 2010, we issued 250,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $7,500. We have issued all of the shares to two non-US persons (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 4, 2010, we issued 300,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $9,000. We have issued all of securities to one U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of
Regulation D of the Securities Act of 1933.
Effective June 7, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. We have issued all of the shares to one non-US person (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
15
Effective June 8, 2010, we issued 700,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $21,000. We have issued all of the shares to three non-US persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 10, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. We have issued all of the shares to one non-US person (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 11, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. We have issued all of the shares to one non-US person (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 14, 2010, we issued 400,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $12,000. We have issued all of the shares to three non-US persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 15, 2010, we issued 1,300,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $39,000. We have issued all of the shares to three non-US persons
(as that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective June 17, 2010, we issued 1,000,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $30,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective June 18, 2010, we issued 300,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $9,000. We have issued all of the shares to one non-US person (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective June 23, 2010, we issued 100,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $3,000. We have issued all of securities to one U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of
Regulation D of the Securities Act of 1933.
Effective June 25, 2010, we issued 1,200,000 shares of our
common stock in a private placement at a purchase price of $0.03 raising gross
proceeds of $36,000. We have issued all of the shares to five non-US persons (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective June 30, 2010, we issued 600,000 shares of our common
stock in a private placement at a purchase price of $0.03 raising gross proceeds
of $18,000. We have issued all of the shares to four non-US persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
Effective August 20, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.
16
Effective August 24, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective August 25, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective August 30, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.
Effective August 30, 2010, we issued 250,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $12,500. We have issued all of the shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective August 31, 2010, we issued 400,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $20,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective August 31, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective September 3, 2010, we issued 250,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $12,500. We have issued all of the shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective September 7, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. We have issued all of securities to two U.S. persons (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective September 10, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.
Effective September 14, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective September 15, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.
17
Effective September 15, 2010, we issued 500,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $25,000. We have issued all of the shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective September 21, 2010, we issued 200,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $10,000. We have issued all of securities to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933) relying upon
Rule 506 of Regulation D of the Securities Act of 1933.
Effective September 23, 2010, we issued 300,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $15,000. We have issued all of the shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Effective October 1, 2010, we issued 100,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $5,000. We have issued all of securities to one U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) relying upon Rule
506 of Regulation D of the Securities Act of 1933.
Effective October 4, 2010, we issued 600,000 shares of our
common stock in a private placement at a purchase price of $0.05 raising gross
proceeds of $30,000. We have issued all of the shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended May 31, 2011.
Item
6. Selected
Financial Data
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item
7. Managements
Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended May 31,
2011 and May 31, 2010 that appear elsewhere in this annual report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this annual report, particularly in the section entitled "Risk Factors"
beginning on page 11 of this annual report.
Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.
Cash Requirements
There is limited historical financial information about us upon
which to base an evaluation of our performance. We are an exploration stage
company and have not generated any revenues from activities. We cannot guarantee
we will be successful in our business activities. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the exploration of our properties,
and possible cost overruns due to price and cost increases in services.
18
Over the next twelve months we intend to use any funds that we
may have available to fund our operations and conduct exploration on our
Labrador Claims. We expect to review other potential exploration projects from
time to time as they are presented to us.
Not accounting for our working capital deficit of $207,880
as of May 31, 2011, we require additional funds of approximately $170,000 at
a minimum to proceed with our plan of operation over the next twelve months,
exclusive of any acquisition costs. As we do not have the funds necessary to
cover our projected operating expenses for the next twelve month period, we will
be required to raise additional funds through the issuance of equity securities,
through loans or through debt financing. There can be no assurance that we will
be successful in raising the required capital or that actual cash requirements
will not exceed our estimates. We intend to fulfill any additional cash
requirement through the sale of our equity securities.
Our auditors have issued a going concern opinion for our year
ended May 31, 2011. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
revenues and no revenues are anticipated until we begin removing and selling
minerals. As we had cash in the amount of $2,934 and a working capital deficit
in the amount of $207,880 as of May 31, 2011, we do not have sufficient working
capital to enable us to carry out our stated plan of operation for the next
twelve months. We plan to complete debt financings and/or private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operation and to fund our working capital deficit in order to enable us
to pay our accounts payable and accrued liabilities. We currently do not have
any arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing. Our success or
failure will be determined by what we find under the ground.
Exploration Plan
Wolverine recently completed an induced polarization (IP)
Survey which was conducted by Abitibi Geophysics. Abitibi Geophysics has been
providing geophysical services to the mineral exploration industry for over 25
years. Their expertise ranges from detecting precious and base metal deposits to
exploring for diamonds and uranium. Val-d'Or-based Abitibi Geophysics mainly
conducts surveys in Canada, but also provides exploration services to the
international market.
The Abitibi report on the IP Survey recommends a total of 11
drillholes (or 600 m of drilling) to test the best targets. Wolverine will
conduct this drill program during September-October of 2011 at an estimated cost
of $170,000. The drilling will be conducted by Ultralight Drilling Systems.
Ultralight Drilling Systems is a Canadian-based company owned and managed by
Wayne Parnell. The focus of Ultralight Drilling Systems is to fabricate and
support complete man-portable, light-weight drilling systems for exploration,
prospecting and development work in the mining industry. Mr. Parnell has an
extensive and diversified portfolio in the drilling and exploration industry.
Mr. Parnell has used and promoted man-potrable drilling equipment since 1980
because of the benefits to both the contractor and client.
The drilling program will be supervised by Ed Montague the project
geologist. Mr. Montague graduated from Memorial University in 1959 and for the
past 49 years has been a geologist for projects located in Canada and International
and as a government geologist and a mineral industry analyst for the Province
of Newfoundland and Labrador.
The drilling program will be funded by cash on hand and through
funds raised pursuant to a private placement.
As at May 31, 2011, we had a cash balance of $2,934. We will
need to raise additional financing to fund our exploration program over the next
12 months.
The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
19
There are no assurances that we will be able to obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.
Purchase of Significant Equipment
We do intend to purchase any significant equipment over the
twelve months ending May 31, 2012.
Results of Operations for the Years Ended May 31, 2011 and
2010
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
May 31, 2011 and 2010.
Our operating results for the years ended May 31, 2011 and 2010
are summarized as follows:
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2011
|
|
|
2010
|
|
Revenue
|
$
|
|
|
$
|
|
|
Operating Expenses
|
$
|
686,153
|
|
$
|
1,062,541
|
|
Net Loss
|
$
|
(686,153
|
)
|
$
|
(1,163,186
|
)
|
Revenues
We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.
Operating Expenses
Our operating expenses for the year ended May 31, 2011 and May
31, 2010 are outlined in the table below:
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2011
|
|
|
2010
|
|
Depreciation
|
$
|
1,579
|
|
$
|
|
|
Foreign exchange loss
|
$
|
266
|
|
$
|
9,308
|
|
General and administrative
|
$
|
409,434
|
|
$
|
1,026,115
|
|
Mineral exploration costs
|
$
|
274,874
|
|
$
|
27,118
|
|
The decrease in operating expenses comprised of general and
administrative expenses and mineral exploration costs, for the year ended May
31, 2011, compared to the same period in fiscal 2010, was mainly due to
stock-based compensation of $746,277 being recognized in fiscal 2010, with no
amount in fiscal 2011, offset by an increase in mineral exploration costs of
$247,756 in fiscal 2011.
20
Liquidity and Financial Condition
Working Capital
|
|
At
|
|
|
At
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Current assets
|
$
|
28,212
|
|
$
|
181,880
|
|
Current liabilities
|
|
236,092
|
|
|
233,910
|
|
Working capital (deficit)
|
$
|
(207,880
|
)
|
$
|
(52,030
|
)
|
Cash Flows
|
|
Year Ended
|
|
|
|
May 31
|
|
|
|
2011
|
|
|
2010
|
|
Net Cash Used in Operating Activities
|
$
|
(615,502
|
)
|
$
|
(262,836
|
)
|
Net Cash Used in investing activities
|
|
(5,726
|
)
|
|
|
|
Net Cash Provided by Financing Activities
|
|
527,450
|
|
|
358,875
|
|
Net increase (decrease) in cash during period
|
$
|
(93,778
|
)
|
$
|
96,039
|
|
Operating Activities
Net cash used in operating activities during the year ended May
31, 2011 was $615,502 compared to $262,836
during the year ended May 31,
2010.
Investing Activities
Net cash used in investing activities during the year ended May
31, 2011 was $5,726 compared to $Nil
during the year ended May 31, 2010.
The Company purchased property and equipment.
Financing Activities
During the year ended May 31, 2011, we received net proceeds of
$588,500 from share subscriptions. Stock issuance costs were $54,050 and the
Company also repaid a loan in the amount of $7,000. During the year ended May
31, 2010 the Company received net proceeds of $358,875 mostly from share
subscriptions.
Contractual Obligations
As a smaller reporting company, we are not required to
provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our audited financial statements and accompanying notes are
prepared in accordance with generally accepted accounting principles used in the
United States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.
21
Mineral Property Costs
Our company has been in the exploration stage since its
inception on February 23, 2006 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration
of mining properties. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized when
incurred. Our company assesses the carrying costs for impairment under ASC 360,
Property, Plant, and Equipment.at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to develop
such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
Long-lived Assets
In accordance with ASC 360, Property, Plant, and Equipment,
our company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that their carrying amount may not
be recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.
Stock-based Compensation
Our company records stock-based compensation in accordance with
ASC 718, Compensation-Stock Compensation and ASC 505, Equity Based Payments
to Non-Employees, using the fair value method. All transactions in which goods
or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable.
NEW ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued an amendment to ASC 820, Fair
Value Measurements and Disclosures, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard is effective for interim and
annual reporting periods beginning after December 15, 2009 with the exception of
disclosures regarding the purchase, sale, issuance, and settlement of Level 3
fair value measures which are effective for fiscal years beginning after
December 15, 2010. The adoption of the applicable standard on June 1, 2010 did
not have a material effect on the Companys financial statements.
The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.
Item
7A. Quantitative and
Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item
8. Financial
Statements and Supplementary Data
Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.
The following audited financial statements are filed as part of
this annual report:
22
WOLVERINE EXPLORATION INC.
(An Exploration Stage
Company)
May 31, 2011
(expressed in U.S. dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wolverine
Exploration Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Wolverine
Exploration Inc. (An Exploration Stage Company) as of May 31, 2011 and 2010, and
the related statements of operations, stockholders equity (deficit), and cash
flows for the years then ended and accumulated from June 1, 2008 to May 31,
2011. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of May 31, 2011 and 2010, and the results of its operations and its cash
flows for the years then ended and accumulated from June 1, 2008 to May 31,
2011, in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated any revenues, has a
working capital deficit, and has incurred operating losses since inception.
These factors raise substantial doubt about the Companys ability to continue as
a going concern. Managements plans in regard to these matters are also
discussed in Note 1 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP
Saturna Group Chartered Accountants LLP
Vancouver, Canada
September 1, 2011
F-1
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)
|
|
May 31,
|
|
|
May 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
2,934
|
|
|
96,712
|
|
Amounts receivable
|
|
14,292
|
|
|
11,065
|
|
Prepaid expenses and deposits
|
|
10,986
|
|
|
74,103
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
28,212
|
|
|
181,880
|
|
|
|
|
|
|
|
|
Property and equipment (Note 3)
|
|
4,147
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
32,359
|
|
|
181,880
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
235,203
|
|
|
199,395
|
|
Accrued liabilities
|
|
|
|
|
20,163
|
|
Loans payable (Note 5)
|
|
|
|
|
7,000
|
|
Due
to related party (Note 6)
|
|
889
|
|
|
7,352
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
236,092
|
|
|
233,910
|
|
|
|
|
|
|
|
|
Going Concern (Note 1)
|
|
|
|
|
|
|
Commitment (Note 9)
|
|
|
|
|
|
|
Subsequent Event (Note 12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 200,000,000 shares
authorized, $0.001 par
value
104,330,000 and
82,580,000 shares issued and outstanding, respectively
|
|
104,330
|
|
|
82,580
|
|
Additional paid-in capital
|
|
2,973,097
|
|
|
2,290,522
|
|
Common stock subscribed (Note 7)
|
|
20,000
|
|
|
189,875
|
|
Deficit accumulated during the exploration
stage
|
|
(3,301,160
|
)
|
|
(2,615,007
|
)
|
|
|
|
|
|
|
|
Total Stockholders Deficit
|
|
(203,733
|
)
|
|
(52,030
|
)
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Deficit
|
|
32,359
|
|
|
181,880
|
|
(The accompanying notes are an integral part of these financial
statements)
F-2
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Statements of Operations
(Expressed in U.S.
dollars)
|
|
|
|
|
|
|
|
Accumulated from
|
|
|
|
Year
|
|
|
Year
|
|
|
February 23, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(date of inception)
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
to May 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
1,579
|
|
|
|
|
|
1,579
|
|
Foreign exchange loss
|
|
266
|
|
|
9,308
|
|
|
18,472
|
|
General and administrative
(Note 6)
|
|
409,434
|
|
|
1,026,115
|
|
|
2,285,658
|
|
Mineral exploration costs
|
|
274,874
|
|
|
27,118
|
|
|
546,585
|
|
Write-down of mineral property costs
|
|
|
|
|
|
|
|
348,221
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
686,153
|
|
|
1,062,541
|
|
|
3,200,515
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Other Expenses
|
|
(686,153
|
)
|
|
(1,062,541
|
)
|
|
(3,200,515
|
)
|
|
|
|
|
|
|
|
|
|
|
Other Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on settlement of debt
|
|
|
|
|
(100,645
|
)
|
|
(100,645
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
(686,153
|
)
|
|
(1,163,186
|
)
|
|
(3,301,160
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share, Basic and Diluted
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
100,460,685
|
|
|
71,096,986
|
|
|
|
|
(The accompanying notes are an integral part of these financial
statements)
F-3
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Statements of Stockholders Equity (Deficit)
For the Period from February 23, 2006 (date of inception) to May 31, 2011
(Expressed in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Common
|
|
|
During the
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
Stock
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Subscribed
|
|
|
Stage
|
|
|
Income
|
|
|
Total
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, February 23, 2006
(date of inception)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
4,000,000
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed
|
|
|
|
|
|
|
|
|
|
|
33,500
|
|
|
|
|
|
|
|
|
33,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,727
|
)
|
|
|
|
|
(19,727
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2006
|
|
4,000,000
|
|
|
4,000
|
|
|
|
|
|
33,500
|
|
|
(19,727
|
)
|
|
|
|
|
17,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscriptions
refunds
|
|
|
|
|
|
|
|
|
|
|
(9,000
|
)
|
|
|
|
|
|
|
|
(9,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued from
subscriptions
|
|
2,450,000
|
|
|
2,450
|
|
|
22,050
|
|
|
(24,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
11,750,000
|
|
|
11,750
|
|
|
105,750
|
|
|
|
|
|
|
|
|
|
|
|
117,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
purchase of interest in mineral properties
|
|
34,000,000
|
|
|
34,000
|
|
|
306,000
|
|
|
|
|
|
|
|
|
|
|
|
340,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(224,926
|
)
|
|
|
|
|
(224,926
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2007
|
|
52,200,000
|
|
|
52,200
|
|
|
433,800
|
|
|
1,000
|
|
|
(244,653
|
)
|
|
|
|
|
242,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscriptions
refunds
|
|
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
15,330,000
|
|
|
15,330
|
|
|
488,070
|
|
|
|
|
|
|
|
|
|
|
|
503,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
|
|
|
|
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(623,768
|
)
|
|
|
|
|
(623,768
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
674
|
|
|
674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2008
|
|
67,530,000
|
|
|
67,530
|
|
|
921,870
|
|
|
110,000
|
|
|
(868,421
|
)
|
|
674
|
|
|
231,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
|
|
1,100,000
|
|
|
1,100
|
|
|
108,900
|
|
|
(110,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(583,400
|
)
|
|
|
|
|
(583,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(674
|
)
|
|
(674
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2009
|
|
68,630,000
|
|
|
68,630
|
|
|
1,030,770
|
|
|
|
|
|
(1,451,821
|
)
|
|
|
|
|
(352,421
|
)
|
(The accompanying notes are an integral part of these financial
statements)
F-4
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Statements of Stockholders Equity (Deficit)
For the Period from February 23, 2006 (date of inception) to May 31, 2011
(Expressed in U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Common
|
|
|
During the
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
Stock
|
|
|
Exploration
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Subscribed
|
|
|
Stage
|
|
|
Total
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2009
|
|
68,630,000
|
|
|
68,630
|
|
|
1,030,770
|
|
|
|
|
|
(1,451,821
|
)
|
|
(352,421
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
5,900,000
|
|
|
5,900
|
|
|
171,100
|
|
|
|
|
|
|
|
|
177,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle
debt
|
|
8,050,000
|
|
|
8,050
|
|
|
342,375
|
|
|
|
|
|
|
|
|
350,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
746,277
|
|
|
|
|
|
|
|
|
746,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed (net
of finders fees of $8,125)
|
|
|
|
|
|
|
|
|
|
|
189,875
|
|
|
|
|
|
189,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,163,186
|
)
|
|
(1,163,186
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2010
|
|
82,580,000
|
|
|
82,580
|
|
|
2,290,522
|
|
|
189,875
|
|
|
(2,615,007
|
)
|
|
(52,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
21,750,000
|
|
|
21,750
|
|
|
744,750
|
|
|
(198,000
|
)
|
|
|
|
|
568,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuance costs
|
|
|
|
|
|
|
|
(62,175
|
)
|
|
8,125
|
|
|
|
|
|
(54,050
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subscribed
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(686,153
|
)
|
|
(686,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2011
|
|
104,330,000
|
|
|
104,330
|
|
|
2,973,097
|
|
|
20,000
|
|
|
(3,301,160
|
)
|
|
(203,733
|
)
|
(The accompanying notes are an integral part of these financial
statements)
F-5
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S.
dollars)
|
|
|
|
|
|
|
|
Accumulated from
|
|
|
|
Year
|
|
|
Year
|
|
|
February 23, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(date of inception)
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
to May 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(686,153
|
)
|
|
(1,163,186
|
)
|
|
(3,301,160
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to
net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
1,579
|
|
|
|
|
|
1,579
|
|
Loss on settlement of debt
|
|
|
|
|
100,645
|
|
|
100,645
|
|
Stock-based
compensation
|
|
|
|
|
746,277
|
|
|
746,277
|
|
Write-down of mineral properties
|
|
|
|
|
|
|
|
348,221
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable
|
|
(3,227
|
)
|
|
(7,876
|
)
|
|
(14,292
|
)
|
Prepaid expenses
and deposits
|
|
63,117
|
|
|
(74,103
|
)
|
|
15,114
|
|
Accounts payable
|
|
35,808
|
|
|
172,662
|
|
|
447,095
|
|
Accrued
liabilities
|
|
(20,163
|
)
|
|
(38,692
|
)
|
|
|
|
Due to related party
|
|
(6,463
|
)
|
|
1,437
|
|
|
17,777
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used In
Operating Activities
|
|
(615,502
|
)
|
|
(262,836
|
)
|
|
(1,638,744
|
)
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of mineral properties
|
|
|
|
|
|
|
|
(321
|
)
|
Purchase of property and equipment
|
|
(5,726
|
)
|
|
|
|
|
(5,726
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used In Investing Activities
|
|
(5,726
|
)
|
|
|
|
|
(6,047
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from loans payable
|
|
|
|
|
7,000
|
|
|
43,000
|
|
Repayment of loans payable
|
|
(7,000
|
)
|
|
(15,000
|
)
|
|
(22,000
|
)
|
Repayment of note payable to
related party
|
|
|
|
|
|
|
|
(34,000
|
)
|
Proceeds from common stock issued or
subscribed
|
|
588,500
|
|
|
375,000
|
|
|
1,734,900
|
|
Stock issuance costs
|
|
(54,050
|
)
|
|
(8,125
|
)
|
|
(62,175
|
)
|
Repayment of common stock subscribed
|
|
|
|
|
|
|
|
(12,000
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided
By Financing Activities
|
|
527,450
|
|
|
358,875
|
|
|
1,647,725
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash
|
|
(93,778
|
)
|
|
96,039
|
|
|
2,934
|
|
|
|
|
|
|
|
|
|
|
|
Cash, Beginning of
Period
|
|
96,712
|
|
|
673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, End of
Period
|
|
2,934
|
|
|
96,712
|
|
|
2,934
|
|
Supplementary Cash Flow Information (Note 10)
(The accompanying notes are an integral part of these financial
statements)
F-6
WOLVERINE EXPLORATION INC.
(An
Exploration Stage Company)
Notes to the Financial Statements
May 31,
2011
(Expressed in U.S. dollars)
1.
|
Nature of Operations and Continuance of
Business
|
|
|
|
|
The Company was incorporated in the State of Nevada on
February 23, 2006. The Company is an Exploration Stage Company, as defined
by Accounting Standards Codification (ASC) 915, Development Stage
Entities. The Companys principal business is the acquisition and
exploration of mineral resources. The Company has not presently determined
whether its properties contain mineral reserves that are economically
recoverable.
|
|
|
|
|
These financial statements have been prepared on a going
concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The
Company has never generated revenues since inception and is unlikely
generate earnings in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to
obtain necessary equity financing to continue operations, and the
attainment of profitable operations. As at May 31, 2011, the Company has a
working capital deficiency of $207,880 and has accumulated losses of
$3,301,160 since inception. These factors raise substantial doubt
regarding the Companys ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
|
|
|
|
2.
|
Summary of Significant Accounting Policies
|
|
|
|
|
(a)
|
Basis of Presentation
|
|
|
|
|
|
These financial statements and related notes are
presented in accordance with accounting principles generally accepted in
the United States, and are expressed in U.S. dollars. The Companys fiscal
year-end is May 31.
|
|
|
|
|
(b)
|
Use of Estimates
|
|
|
|
|
|
The preparation of financial statements in accordance
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses in the
reporting period. The Company regularly evaluates estimates and
assumptions related to the recoverability of mineral property costs, the
estimated useful lives and recoverability of property and equipment,
stock-based compensation, and deferred income tax asset valuation
allowances. The Company bases its estimates and assumptions on current
facts, historical experience and various other factors that it believes to
be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from
other sources. The actual results experienced by the Company may differ
materially and adversely from the Companys estimates. To the extent there
are material differences between the estimates and the actual results,
future results of operations will be affected.
|
|
|
|
|
(c)
|
Cash and Cash Equivalents
|
|
|
|
|
|
The Company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash
equivalents.
|
|
|
|
|
(d)
|
Mineral Property Costs
|
|
|
|
|
|
The Company has been in the exploration stage since its
inception and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as
incurred. Mineral property acquisition costs are initially capitalized.
The Company assesses the carrying costs for impairment under ASC 360,
Property, Plant, and Equipment at each fiscal quarter end. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs then
incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of
the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to
operations.
|
F-7
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
(e)
|
Property and Equipment
|
|
|
|
|
|
Equipment is stated at cost and is depreciated over their
estimated useful lives on a three year straight-line basis.
|
|
|
|
|
(f)
|
Long-lived Assets
|
|
|
|
|
|
In accordance with ASC 360, Property, Plant, and
Equipment, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business
climate or legal factors; accumulation of costs significantly in excess of
the amount originally expected for the acquisition or construction of the
asset; current period cash flow or operating losses combined with a
history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely
than not be sold or disposed significantly before the end of its estimated
useful life. Recoverability is assessed based on the carrying amount of
the asset and its fair value which is generally determined based on the
sum of the undiscounted cash flows expected to result from the use and the
eventual disposal of the asset, as well as specific appraisal in certain
instances. An impairment loss is recognized when the carrying amount is
not recoverable and exceeds fair value.
|
|
|
|
|
(g)
|
Asset Retirement Obligations
|
|
|
|
|
|
The Company follows the provisions of ASC 440, Asset
Retirement and Environmental Obligations, which establishes standards for
the initial measurement and subsequent accounting for obligations
associated with the sale, abandonment or other disposal of long-lived
tangible assets arising from the acquisition, construction or development
and for normal operations of such assets. The Company did not have any
asset retirement obligations at May 31, 2011 and 2010.
|
|
|
|
|
(h)
|
Income Taxes
|
|
|
|
|
|
The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and
liabilities, and for operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using the currently enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The Company records a valuation allowance to reduce deferred tax
assets to the amount that is believed more likely than not to be
realized.
|
|
|
|
|
(i)
|
Foreign Currency Translation
|
|
|
|
|
|
The Companys functional and reporting currency is the
United States dollar. Occasional transactions may occur in Canadian
dollars and management has adopted ASC 830, Foreign Currency Translation
Matters. Monetary assets and liabilities denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet
date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of
the transaction. Average monthly rates are used to translate revenues and
expenses. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the
determination of income.
|
|
|
|
|
(j)
|
Stock-based Compensation
|
|
|
|
|
|
The Company records stock-based compensation in
accordance with ASC 718, Compensation Stock Compensation and ASC 505,
Equity Based Payments to Non-Employees, using the fair value method. All
transactions in which goods or services are the consideration received for
the issuance of equity instruments are accounted for based on the fair
value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably
measurable.
|
F-8
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
(k)
|
Earnings (Loss) Per Share
|
|
|
|
|
|
The Company computes earnings (loss) per share in
accordance with ASC 260, Earnings per Share. ASC 260 requires
presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing earnings
(loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing
diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive.
|
|
|
|
|
(l)
|
Financial Instruments and Fair Value Measures
|
|
|
|
|
|
ASC 820, Fair Value Measurements and Disclosures,
requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820
establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A
financial instruments categorization within the fair value hierarchy is
based upon the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value:
|
Level 1
Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.
Level 2
Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.
Level 3
Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.
|
|
The Companys financial instruments consist principally
of cash, amounts receivable, accounts payable, loans payable, and amount
due to a related party. Pursuant to ASC 820, the fair value of cash is
determined based on Level 1 inputs, which consist of quoted prices in
active markets for identical assets. The recorded values of all other
financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.
|
|
|
|
|
(m)
|
Comprehensive Loss
|
|
|
|
|
|
ASC 220, Comprehensive Income, establishes standards
for the reporting and display of comprehensive loss and its components in
the financial statements. As at May 31, 2011 and 2010, the Company has no
items that represent a comprehensive income or loss and, therefore, has
not included a schedule of comprehensive loss in the financial
statements.
|
F-9
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
(n)
|
Recent Accounting Pronouncements
|
|
|
|
|
|
In January 2010, the FASB issued an amendment to ASC 820,
Fair Value Measurements and Disclosures, to require reporting entities
to separately disclose the amounts and business rationale for significant
transfers in and out of Level 1 and Level 2 fair value measurements and
separately present information regarding purchase, sale, issuance, and
settlement of Level 3 fair value measures on a gross basis. This standard
is effective for interim and annual reporting periods beginning after
December 15, 2009 with the exception of disclosures regarding the
purchase, sale, issuance, and settlement of Level 3 fair value measures
which are effective for fiscal years beginning after December 15, 2010.
The adoption of the applicable standard on June 1, 2010 did not have a
material effect on the Companys financial statements.
|
|
|
|
|
|
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial
statements and does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on
its financial position or results of operations.
|
|
|
|
3.
|
Property and Equipment
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Carrying
|
|
|
Net Carrying
|
|
|
|
|
Cost
|
|
|
Depreciation
|
|
|
Value
|
|
|
Value
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment
|
|
5,726
|
|
|
1,579
|
|
|
4,147
|
|
|
|
|
4.
|
Mineral Properties
|
|
|
|
On February 27, 2007, the Company entered into a vend-in
agreement whereby they agreed to acquire a 90% interest in four mineral
licenses in central Labrador, Canada, comprised of 516 mineral claims
covering an area of 33,111 acres. On February 28, 2007, the Company issued
a $34,000 promissory note and 34,000,000 in common shares with a fair
value of $340,000 to acquire this 90% interest. The purchase price
included a total of $26,100 in refundable staking security deposits. These
deposits were refunded to the Company in February 2008. As at May 31,
2009, the Company wrote off the mineral property acquisition costs of
$348,000 due to the uncertainty of establishing proven and probable
reserves.
|
|
|
|
Under the terms of the vend-in agreement, the Company is
committed to incurring mineral exploration expenditures of approximately
$151,000 (Cdn$150,000) on or before March 1, 2008, $164,459 (Cdn$171,615)
on or before March 1, 2009, and $205,574 (Cdn$214,519) on or before March
1, 2010 with the provision that any excess amount spent in one year may be
carried forward and applied towards fulfilment of the expenditure
requirements of a later year.
|
|
|
|
On August 27, 2009, the vend-in agreement was amended in
that the optionor has agreed to waive the remaining required work
commitments on the mineral properties subject to the Company incurring
sufficient exploration expenditures on the properties to keep them in good
standing with the local government.
|
|
|
|
Subsequent to the vend-in agreement, the Company acquired
an additional 24 mineral claims contiguous to the 516 claims acquired
pursuant to the vend-in agreement described above for $501. Pursuant to
the vend-in agreement, the Company has a 90% interest in these additional
24 mineral claims and the optionor has a 10% interest.
|
|
|
|
On March 16, 2010, the Company relinquished its interest
in 128 of the mineral claims described above.
|
|
|
5.
|
Loans Payable
|
|
(a)
|
As at May 31, 2011, the Company owes $nil (2010 $7,000)
for cash advances received which were non- interest bearing, unsecured and
due on demand.
|
|
|
|
|
(b)
|
On February 24, 2010, the Company settled $21,000 of
loans payable outstanding as at May 31, 2009, by issuing 700,000 shares of
the Companys common stock with a fair value of $21,000. Refer to Note
6(d).
|
F-10
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
6.
|
Related Party Transactions
|
|
|
|
|
(a)
|
During the year ended May 31, 2011, the Company incurred
consulting fees of $32,930 (2010 - $28,026) to the President of the
Company.
|
|
|
|
|
(b)
|
During the year ended May 31, 2011, the Company incurred
consulting fees of $41,602 (2010 - $nil) to a director of the
Company.
|
|
|
|
|
(c)
|
As at May 31, 2011, the Company owed $889 (2010 - $7,352
(Cdn$7,672)) to the President of the Company which is non-interest
bearing, unsecured, and due on demand.
|
|
|
|
|
(d)
|
On February 24, 2010, the Company issued 300,000 shares
of common stock with a fair value of $15,000 to settle $9,000 owed to the
President of the Company. The Company recorded a loss on settlement of
debt of $6,000.
|
|
|
|
7.
|
Common Stock
|
|
|
|
|
Stock transactions during the year ended May 31,
2011:
|
|
|
|
|
(a)
|
On March 29, 2011, the Company received stock
subscriptions for 400,000 shares at $0.05 per share for proceeds of
$20,000.
|
|
|
|
|
(b)
|
On November 14, 2010, the Company issued 5,700,000 shares
at $0.05 per share for proceeds of $285,000. The Company paid finders
fees of $19,000 in connection with this private placement.
|
|
|
|
|
(c)
|
On August 9, 2010, the Company issued 100,000 shares at
$0.03 per share for proceeds of $3,000.
|
|
|
|
|
(d)
|
On July 2, 2010, the Company issued 15,950,000 shares of
common stock at $0.03 per share for gross proceeds of $478,500, of which
$189,875 (net of finders fees of $8,125) was received prior to May 31,
2010 and included in common stock subscribed. The Company paid finders
fees of $43,175 in connection with this private placement.
|
|
|
|
|
Stock transactions during the year ended May 31,
2010:
|
|
|
|
|
(e)
|
On May 10, 2010, the Company issued 5,850,000 shares of
common stock with a fair value of $266,425 to settle debt of $175,500. The
Company recorded a loss on the settlement of debt of $90,925.
|
|
|
|
|
(f)
|
On February 24, 2010, the Company issued 5,900,000 shares
of common stock at $0.03 per share for proceeds of $177,000.
|
|
|
|
|
(g)
|
On February 24, 2010, the Company issued 2,200,000 shares
of common stock with a fair value of $84,000 to settle debt of $74,280.
The Company recorded a loss on the settlement of debt of $9,720. Refer to
Notes 5(b) and 6(d).
|
|
|
|
8.
|
Stock Options
|
|
|
|
|
On February 2, 2010, the Company approved a stock and
option compensation plan (2010 Stock Plan) for its employees pursuant to
which the Company is authorized to issue 5,147,250 shares of the Companys
common stock and options to acquire an additional 5,147,250 shares of the
Companys common stock.
|
|
|
|
|
On May 28, 2010, the Company granted 5,100,000 stock
options to officers, employees and consultants of the at an exercise price
of $0.14 per share expiring on May 28, 2015. The fair value of these stock
options was estimated at the date of grant using the Black-Scholes
option-pricing model assuming an expected life of 5 years, a risk-free
rate of 2.10%, an expected volatility of 125%, and a 0% dividend yield.
The weighted average fair value of stock options granted was $0.15 per
share. During the year ended May 31, 2010, the Company recorded stock-
based compensation of $746,277 which is included in general and
administrative expense.
|
F-11
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
8.
|
Stock Options (continued)
|
|
|
|
A summary of the Companys stock option activity is as
follows:
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Exercise
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
|
Number of
|
|
|
Price
|
|
|
Contractual
|
|
|
Value
|
|
|
|
|
Options
|
|
|
$
|
|
|
Life (years)
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, May 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
5,100,000
|
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable, May 31, 2010 and May 31, 2011
|
|
5,100,000
|
|
|
0.14
|
|
|
4.00
|
|
|
|
|
9.
|
Commitment
|
|
|
|
On January 31, 2007, the Company entered into a
consulting agreement with a company whereby it has agreed to pay $10,000
per month. The Company is obligated to issue a bonus of 5% of the
Companys issued and outstanding common shares as of the date of the
payment of the bonus upon and only in the event of the discovery of a
major commercially viable mineral resource deposit.
|
|
|
10.
|
Supplementary Cash Flow
Information
|
|
|
|
|
|
|
|
|
|
Accumulated from
|
|
|
|
|
Year
|
|
|
Year
|
|
|
February 23, 2006
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(date of inception)
|
|
|
|
|
May 31,
|
|
|
May 31,
|
|
|
to May 31,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued to settle
accounts payable
|
|
|
|
|
314,425
|
|
|
312,425
|
|
|
Shares issued to settle loans payable
|
|
|
|
|
21,000
|
|
|
21,000
|
|
|
Shares issued to settle
related party debt
|
|
|
|
|
15,000
|
|
|
15,000
|
|
|
Note payable to related party pursuant to
mineral property
vend-in
agreement
|
|
|
|
|
|
|
|
34,000
|
|
|
Refundable staking
security deposits received pursuant to mineral
property
vend-in agreement
|
|
|
|
|
|
|
|
26,100
|
|
|
Shares issued pursuant to mineral property vend-in agreement
|
|
|
|
|
|
|
|
340,000
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
|
|
|
|
F-12
WOLVERINE EXPLORATION INC.
(An Exploration Stage Company)
Notes to the Financial Statements
May 31, 2011
(Expressed in U.S. dollars)
11.
|
Income Taxes
|
|
|
|
The Company has net operating losses carried forward of
$1,559,432 available to offset taxable income in future years which
expires beginning in fiscal 2026.
|
|
|
|
The Company is subject to United States federal and state
income taxes at an approximate rate of 34%. The reconciliation of the
provision for income taxes at the United States federal statutory rate
compared to the Companys income tax expense as reported is as
follows:
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
$
|
|
|
$
|
|
|
Income tax recovery at statutory rate
|
|
(233,292
|
)
|
|
(395,483
|
)
|
|
Permanent differences
|
|
|
|
|
287,953
|
|
|
Change in valuation allowance
|
|
233,292
|
|
|
107,530
|
|
|
Provision for
income taxes
|
|
|
|
|
|
|
The significant components of deferred
income tax assets and liabilities at May 31, 2011 and 2010, are as follows:
|
|
|
2011
|
|
|
2010
|
|
|
|
|
$
|
|
|
$
|
|
|
Mineral property costs
|
|
304,234
|
|
|
210,777
|
|
|
Net operating
losses carried forward
|
|
530,207
|
|
|
390,372
|
|
|
Gross deferred income tax assets
|
|
834,441
|
|
|
601,149
|
|
|
Valuation
allowance
|
|
(834,441
|
)
|
|
(601,149
|
)
|
|
Net deferred income tax asset
|
|
|
|
|
|
|
12.
|
Subsequent Event
|
|
|
|
Subsequent to May 31, 2011, the Company received stock
subscriptions for 1,100,000 shares at $0.05 per share for proceeds of
$55,000.
|
F-13
Item
9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods.
Item 9A (T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of May 31, 2011. Based on the evaluation
of these disclosure controls and procedures, and in light of the weaknesses
identified below, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective.
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
effective internal control over financial reporting. Under the supervision of
our Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of May 31, 2010 using the criteria established in
Internal
ControlIntegrated Framework
issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of May 31, 2011, the Company determined that there were significant
deficiencies that constituted material weaknesses, as described below.
|
(1)
|
lack of a functioning audit committee and lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures;
|
|
|
|
|
(2)
|
inadequate segregation of duties consistent with control
objectives;
|
|
|
|
|
(3)
|
insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and
|
|
|
|
|
(4)
|
ineffective controls over period end financial disclosure
and reporting processes.
|
Management is currently evaluating remediation plans for the
above control deficiencies.
25
In light of the existence of these control deficiencies,
management concluded that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by the Companys internal controls.
As a result, management has concluded that the Company did not
maintain effective internal control over financial reporting as of May 31, 2011
based on criteria established in
Internal ControlIntegrated Framework
issued by COSO.
Saturna Group Chartered Accountants LLP, an independent
registered public accounting firm, was not required to and has not issued a
report concerning the effectiveness of our internal control over financial
reporting as of May 31, 2011.
Changes in Internal Control
During the quarter ended May 31, 2011 there were no changes in
our internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Item 9B.
Other Information
None
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
All of the directors of our company hold office until the next
annual meeting of the stockholders or until their successors have been elected
and qualified. Our officers are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:
|
|
|
Date First Elected
|
Name
|
Position Held with
the Company
|
Age
|
or Appointed
|
|
|
|
|
Lee Costerd
|
President, Chief Executive Officer, Chief
|
58
|
February 23, 2006
|
|
Financial Officer and Director
|
|
|
|
|
|
|
Luke
Rich
|
Vice President, Exploration and Business
|
46
|
June
14, 2010
|
|
Development
|
|
|
26
Business Experience
The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.
Lee Costerd
Mr. Costerd has acted as a Director and Officer since the
Companys inception on February 23, 2006. Mr. Costerd has been involved in the
mining industry for the past 20 years. Mr. Costerd was the mine manager for a
placer mining operation in British Columbia and a supervisor at a hard rock
mining operation also in British Columbia.
Luke Rich
Mr. Rich is a member of the Innu Nation and Mushuau Innu First
Nations and is a former VP of the Innu Nation. Prior to joining Wolverine, Mr.
Rich was also Co-CEO of the Innu Development Limited Partnership (IDLP) from
October 2007 to April 2010. IDLP participated in the construction of the mine
and mill for the Voisey Bay Nickel Project. Mr. Rich is also a board member of
various IDLP owned companies including Innu Mikun Airlines, Innu Keiwit
Constructor LP and the Innu/SNC Lavalin Partnership.
Family Relationships
There are no family relationships among our directors or
officers.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:
1.
any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);
3.
being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
4.
being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.
27
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2010, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with.
Audit Committee and Audit Committee Financial Expert
We do not have an audit committee; our entire board of
directors performs the function of an audit committee. Our board of directors
has determined that it does not have a member that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K,
and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A
under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.
Code of Ethics
We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a "code of ethics" as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our
registration statement on Form S-1 filed on July 15, 2008. If we make any
amendments to our Code of Ethics other than technical, administrative, or other
non-substantive amendments, or grant any waivers, including implicit waivers,
from a provision of our Code of Ethics to our chief executive officer, chief
financial officer, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.
Item 11.
Executive Compensation
The particulars of the compensation paid to the following
persons:
-
our principal executive officer;
-
each of our two most highly compensated executive officers who were serving
as executive officers at the end of the years ended May 31, 2011, 2010 and
2009; and
-
up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not serving as our
executive officer at the end of the years ended May 31, 2011, 2010 and 2009,
who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
28
SUMMARY COMPENSATION TABLE
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)*
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensati
on
($)
|
Total
($)
|
Lee Costerd
Chief Executive
Officer,
Chief
Financial Officer
and
Director
)
|
2011
2010
2009
|
$32,938
$28,026
$27,145
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
88,207
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
$32,930
$116,233
$27,145
|
*
|
Calculated using the Black-Scholes option-pricing model.
Please see Note 7 of the financial statements for the year ended May 31,
2010.
|
Stock Options/SAR Grants
During the period from inception (February 23, 2006) to May 31,
2011, we granted 550,000 stock options options with an exercise price of $0.14
per share and an expiry date of May 28, 2015 to our executive officers.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values
There were no options exercised during our fiscal year ended
May 31, 2011 or May 31, 2010 by any officer or director of our company.
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended May 31,
2011.
Compensation of Directors
We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to May
31, 2011.
We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.
Employment Contracts and Termination of Employment and
Change in Control Arrangements
We have not entered into any employment agreement or consulting
agreement with our directors and executive officers.
29
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.
We have no plans or arrangements with respect to remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.
Item
12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of August 30, 2010, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial
Ownership
|
Percentage
of
Class
(1)
|
Lee Costerd
4055 McLean Road
Quesnel,
British Columbia
|
4,045,593
|
3.9%
|
Luke Rich
P.O. Box 65
Natuashish, NL
A0P 1A0
|
625,140
|
0.6%
|
Directors and Officers as a Group
|
4,670,733
|
4.5%
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on August 31, 2010. As of August 31, 2010,
there were 98,630,000 shares of our companys common stock issued and
outstanding.
|
Changes in Control
We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.
30
Item
13. Certain Relationships
and Related Transactions, and Director Independence
Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.
Director Independence
We currently act with two directors, Mr. Lee Costerd and Mr.
Luke Rich. We have determined that we do not have a director that qualifies as
an independent director as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors act in such capacity. We believe
that our directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. Our directors do not believe that it is necessary to have an audit
committee because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining additional independent directors who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development.
Item
14. Principal Accountants
Fees and Services
The aggregate fees billed for the most recently completed
fiscal years ended May 31, 2011 and 2010 and for fiscal year ended May 31, 2009
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:
|
Year Ended
May 31
|
|
2011
($)
|
2010
($)
|
Audit Fees
|
CDN $13,400
|
CDN $12,200
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
CDN $13,400
|
CDN $12,200
|
Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.
31
Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
PART IV
Item
15. Exhibits, Financial
Statement Schedules
Exhibits required by Item 601 of Regulation S-K
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
(3)
|
|
(i) Articles
of Incorporation; and (ii) Bylaws
|
|
|
|
3.1
|
|
Articles of
Incorporation of Wolverine Exploration Inc. filed as an Exhibit to our
Form S-1 (Registration Statement) on July 15, 2008, and incorporated herein
by reference.
|
|
|
|
3.2
|
|
Bylaws of Wolverine
Exploration Inc., filed as an Exhibit to our Form S-1 (Registration Statement)
on July 15, 2008, and incorporated herein by reference.
|
|
|
|
3.3
|
|
Certificate of
Amendment of Wolverine Exploration Inc., filed as an Exhibit to our Form
S-1 (Registration Statement) filed on July 15, 2008 and incorporated herein
by reference.
|
|
|
|
3.4
|
|
Certificate of
Registration of Extra-Provincial Corporation, filed as an Exhibit to our
Form S-1 (Registration Statement) filed on July 15, 2008 and incorporated
herein by reference.
|
|
|
|
(10)
|
|
Material
Contracts
|
|
|
|
10.1
|
|
Vend-In Agreement
dated February 28, 2007 between Wolverine and Shenin Resources Inc., filed
as an Exhibit to our Form S-1 (Registration Statement) filed on July 15,
2008 and incorporated herein by reference.
|
|
|
|
10.2
|
|
Consulting Agreement
dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed
as an Exhibit to our Form S-1 (Registration Statement) filed on July 15,
2008 and incorporated herein by reference.
|
|
|
|
10.3
|
|
Additional Property
Agreement dated May 17, 2007 among Wolverine, Shenin Resources Inc. and
Richard Haderer, filed as an Exhibit to our Form S-1 (Registration Statement)
filed on July 15, 2008 and incorporated herein by reference.
|
|
|
|
(14)
|
|
Code of Ethics
|
|
|
|
14.1
|
|
Code of Ethics,
filed as an Exhibit to our Form S-1 (Registration Statement) filed on
July 15, 2008 and incorporated herein by reference.
|
|
|
|
(31)
|
|
Rule 13a-14(a)/15d-14(a)
Certifications
|
|
|
|
31.1*
|
|
Section
302 Certifications under Sarbanes-Oxley Act of 2002
|
|
|
|
(32)
|
|
Section 1350
Certifications
|
|
|
|
32.1*
|
|
Section
906 Certifications under Sarbanes-Oxley Act of 2002
|
*Filed herewith.
32
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
WOLVERINE EXPLORATION INC.
|
|
(Registrant)
|
|
|
|
|
Dated: September 8, 2011
|
/s/
Lee Costerd
|
|
Lee Costerd
|
|
Chief Executive Officer, Chief Financial
|
|
Officer and Director
|
|
(Principal Executive Officer, Principal
|
|
Financial Officer and Principal Accounting
|
|
Officer)
|
33
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