Introduction
We are a start-up pre-exploration mining company with one mineral claim (the Plandel Gold claim) in the Republic of the Philippines. Our goal is to generate revenues through the sale of gold found and extracted from this claim. We have a specific business plan to complete exploration work on this claim and have no reason to alter this plan within the next twelve months. The company has no subsidiaries, affiliates or joint venture partners. We do not intend to enter into a merger or acquisition, have not been involved in any large purchases other than that of the Plandel Gold Claim and have not been involved in any reclassification, bankruptcy or receivership since inception.
Background
Plandel Resources, Inc. was established as a private company by Mario S. Gregario and Rizalina Raneses to acquire and develop gold properties while world gold prices are strong.
We raised $30,000 in initial capital in order to identify and purchase a promising mineral property claim. Pursuant to Regulation S of the Securities Act of 1933, on March 31, 2010, Plandel Resources sold 30,000,000 shares of its common stock in a private placement for the $30,000. On February 21, 2012, the Company issued 1,000,000 common shares to an officer at a price of $0.03 per share for a total consideration of $30,000.
Prior to our actual incorporation, our president Mario Gregorio acquired the Plandel Gold Claim from Rojas Ventures Ltd., an unrelated company, on July 2, 2009 for the sum of $5,000. This is our only mineral claim. It was conveyed by him to us upon our formation on March 19, 2010.
In July 2009, we engaged a mining consultant, Roberto Noga, to develop a preliminary scoping study for the development of the Plandel Claim. Previous exploration work was reviewed and recommendations for an exploration program made. His report is the basis for the “Description of Property” on page 17.
Plandel Resources, Inc. was incorporated under the laws of the State of Nevada March 19, 2010.
Assuming we can raise the necessary capital, we intend to carry out the exploration program proposed on the Plandel Claim. There is the distinct possibility that we will not only fail to raise the capital but fail to find a commercially viable ore body. There is no guarantee that gold of significant value will be found. We currently do not have any ore body, products or revenues.
Executive Offices
We lease our principal executive offices at 2432 M. Dela Cruz, Pasay City, Philippines.
Our telephone number is (702) 973-1853.
Mining Property, Facilities and Operations
The company has a single mineral claim, the Plandel Gold Claim located in the Republic of the Philippines. A mining geologist has proposed a two phase exploration program of this property but no exploration has yet been carried out. There are no operations underway, no facilities other than the principal executive offices and no employees other than the two executive officers. Further information can be found in the following sections.
Exploration and Production
We are a pre-exploration company with no production (of gold and gold related products). No exploration has been conducted to date either. We hope to explore our sole mineral claim in the near future.
Plandel Resources does not have any products including gold.
Gold Prices
Gold prices have risen steadily over the last few years. In 2000, gold traded between $260 and $315 USD per ounce based on London PM Fix Price. In 2005, this was between $440 and $540. On September 1, 2012, gold opened at $1773.50 per ounce.
On August 27, 2013 gold opened at $1,442 per ounce.
Other Minerals
We are planning to search for gold but will consider extracting other minerals if found in significant value on the Plandel Gold Claim.
Employees
At present, we have no employees other than our executive officers. We anticipate that we will be conducting most of our business through agreements and third parties. No such agreements have yet been made and will not be made until we near exploration. Our two executive officers only devote approximately 10 hours per month of their time to the affairs of the company. See “Directors and Executive Officers.” At present, we have no employment agreements with them. We also do not have any health plans, benefits, profit sharing, annuity, insurance, or pension plans.
Competitive Factors
There are numerous larger and better capitalized mining companies in competition with us for properties, personnel, equipment and market share. We are one of the smallest companies and right at the beginning of our journey. We lack the resources that our competitors have. Our success depends on raising the capital, obtaining the personnel and equipment and finding a commercially viable ore body on our mineral claim. None has yet been found, but we are the only entity entitled to explore this claim.
The Company will be conducting exploration activities in the Republic of the Philippines. If the U.S. dollar loses strength to the PHP this may adversely affected the Company’s operations.
Purchases of Equity Securities by the Small Business Issuer and Affiliates
There were no purchases of our equity securities by us from inception to May 31, 2013.
Regulation of Mining Activity- Republic of Philippines Mining Laws
Government and environmental regulations exist in the Philippines and our exploration plans are subject to these various laws. The rules are dynamic and are generally becoming more demanding. Our plans aim to safeguard public and environmental health. We are currently in compliance with all material mining, health, safety, and environmental statutes of the Republic of the Philippines.
Legislation
Changes to current laws in the jurisdiction in which we operate may require additional costs and financing. These changes are unpredictable and the additional requirements may render certain exploration activities uneconomical and lead to business failure.
Royalty Obligations and Other Underlying Agreements
None.
Accessibility, Climate, Local Resources, Infrastructure, and Topography
Plandel Gold Claim is accessible from Plandel Resources by travelling on the country’s only highway system which consists of, for the most part, one lane in each direction and by taking an all weather gravel road. Plandel Gold Claim lies in a non-active seismic area. The city was formed in the so-called Carbon period, some 350 million years ago. During this period, large shallow marshes were formed with abundant vegetation. The rotting plants and trees in these marshes turned into peat and later into coal. The town still has large coal reserves, which is the basis for the city’s current coal mining industry.
The Philippines is situated between 5 and 22 degrees North Latitude. This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December. Annual rainfall is approximately 1.5 metres. Due to the steep, deforested mountains, around 60 percent of the rainwater runs quickly to the sea. The remaining 40 percent partly evaporates and partly seeps through to the island’s underground water aquifer.
Plandel Gold Claim’s area has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Baliuag.
History
Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of the Philippines. This limestone was, over the ages, pushed upwards making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland Asia.
The Philippines are characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. Erosion is a problem as there is a lack of forest cover on the high, steep mountains.
The island has vast copper, gold and coal reserves which are mined mainly in the central part.
During the 1990’s several properties south of Plandel Gold Claim were drilled by junior mineral exploration companies.
Plandel Resources, Inc. is preparing to conduct preliminary exploration work on the property.
Geological setting
Regional Geology of the Area
The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusive such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black Granite and other hard rocks are amenable for high polish. These granites occur in the most of the districts except the coastal area.
Stratigraphy
The principal bedded rocks for the area of Plandel Gold Claim (and for most of the Philippines) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.
Gold at the Nabo Gold Mine (which, as stated above, is in close proximity to the Plandel Gold Claim) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera.
Intrusive
In general, the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.
These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.
Gold belts in sheared gneissic rocks is found in three sub-parallel auriferous load zones where some blocks having 300 to 600 meter length and 2 to 3.5 meter width could be identified as most promising ones.
Structure
Depositional Environment / Geological Setting: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
Host / Associated Rock Types: Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.
Tectonic Setting(s): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).
Deposit Types
Deposits are from a few millimetres to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns.
Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the north striking caldera fault zone. The major lodes cover an area of 4 km and are mostly within 600 m of the surface. Lodes occur in three main structural settings:
(i) Steeply dipping northwest-striking shears;
(ii) Flat-dipping fractures (flatmakes); and
(iii) Shatter blocks between shears.
Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.
Mineralization
No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.
Exploration
Records indicate that no detailed exploration has been completed on the property.
Property Geology
To the south of the property is intrusive consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanic rock. The intrusive also consist of a large mass of granodiorite towards the western most point of the property.
The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanic. The volcanic are hornfelsed, commonly contain minor pyrite, pyrrhotite.
Drilling Summary
No drilling is reported on the Plandel Gold Claim.
Sampling Method, Sample Preparation, Data Verification
All the exploration will be conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No samples have been taken.
No other procedures of quality control will be employed and no opinion on their absence is expressed.
Report Recommendations
A two phase exploration program to further delineate the mineralized system currently recognized on Plandel Gold Claim is recommended.
The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up-to-date exploration techniques.
The proposed budget for the recommended work in PHP is 1,829,500 (or $39,319 USD) as follows:
Phase I
|
●
Geological Mapping
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PHP
|
315,000
|
|
$
|
6,770
|
|
|
|
|
|
|
|
|
|
|
●
Geophysical Surveying
|
PHP
|
276,000
|
|
|
5,932
|
|
|
|
|
|
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|
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Total
|
PHP
|
591,000
|
|
$
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12, 702
|
|
Phase II
●
Geochemical surveying and surface sampling (includes sample collection and assaying)
|
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PHP
|
1,238,500
|
|
$
|
26,617
|
|
|
|
|
|
|
|
|
|
|
Total
|
PHP
|
1,238,500
|
|
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26,617
|
|
|
|
|
|
|
|
|
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Grand Total Exploration
|
PHP
|
1,829,500
|
|
$
|
39,319
|
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Amphibolite
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a class of metamorphic rock composed mainly of amphibole with some quartz
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Andesite
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a class of fine-grained rock, of volcanic origin, containing mostly plagioclase and feldspar
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Anorthosite
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a phaneritic, intrusive igneous rock characterized by a predominance of plagioclase feldspar
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Aplite
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a fine-grained granitic rock composed mostly of quartz and feldspars
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Aquifer
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an underground layer of water-bearing porous stone, earth, or gravel
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Argillite
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a rock derived either from siltstone, claystone or shale that has undergone a somewhat higher degree of induration than is present in those rocks.
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Assaying
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laboratory examination that determines the content or proportion of a specific metal contained within a sample.
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Auriferous
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refers to gold (AU) or gold equivalents (AUEQ).
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Basalt
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a hard rock of varied mineral content; volcanic in origin, it makes up much of the Earth's crust
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Bauxite
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the principal ore of aluminium; a clay-like mineral, being a mixture of hydrated oxides and hydroxides.
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Caldera
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a large circular volcanic depression often originating due to collapse
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Charnockites
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any orthopyroxene-bearing granite, composed mainly of quartz, perthite or antiperthite and orthopyroxene (usually hypersthene), as an end-member of the charnockite series.
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Chert
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massive, dull-colored and opaque quartzite, hornstone, impure chalcedony or other flint-like mineral. By general usage in mineralogy and geology, a chert does not have a conchoidal fracture. In North American archeology the term chert occasionally is still used for various siliceous minerals (including flint) that have a conchoidal fracture; this leads to confusion between the terms flint and chert in some archeology texts.
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Clay
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a mineral substance made up of small crystals of silica and alumina, that is ductile when moist; the material of pre-fired ceramics; an earth material with ductile qualities
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Clinopyroxene
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any pyroxene that has a monoclinic crystal structure
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Coal
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a readily combustible black or brownish-black sedimentary rock normally occurring in rock strata in layers or veins called coal beds. The harder forms, such as anthracite coal, can be regarded as metamorphic rock because of later exposure to elevated temperature and pressure. Coal is composed primarily of carbon along with variable quantities of other elements, chiefly sulfur, hydrogen, oxygen and nitrogen.
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Copper
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a chemical element with the symbol Cu (Latin: cuprum) and atomic number 29. It is a ductile metal with very high thermal and electrical conductivity. Pure copper is rather soft and malleable, and a freshly-exposed surface has a pinkish or peachy color.
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Cretaceous age
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a geological period and system from 145 to 65 million years ago.
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a solid material, whose constituent atoms, molecules, or ions are arranged in an orderly repeating pattern extending in all three spatial dimensions; ie. crystals.
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Dolerite
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A fine-grained basaltic rock
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Dynamothermal
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rock formed at variable temperatures
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Extrusive
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the mode of igneous volcanic rock formation in which hot magma from inside the Earth flows out (extrudes) onto the surface as lava or explodes violently into the atmosphere to fall back as pyroclastics or tuff. This is opposed to intrusive rock formation, in which magma does not reach the surface. The main effect of extrusion is that the magma can cool much more quickly in the open air or under seawater, and there is little time for the growth of crystals. Often, a residual portion of the matrix fails to crystallize at all, instead becoming an interstitial natural glass or obsidian.
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Fault
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a break in the continuity of a body of rock. It is accompanied by a movement on one side of the break or the other so that what were once parts of one continuous rock stratum or vein are now separated. The amount of displacement of the parts may range from a few inches to thousands of feet.
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Feldspar
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any of a large group of rock-forming minerals that, together, make up about 60% of the earth's outer crust. The feldspars are all aluminum silicates of the alkali metals sodium, potassium, calcium and barium. Feldspars are the principal constituents of igneous and plutonic rocks.
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Flatmake
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flat-dipping fractures
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Fold
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a curve or bend of a planar structure such as rock stata, bedding planes, foliation, or cleavage.
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Foliation
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A general term for a planar arrangement of textural or structural features in any type of rock; esp., the planar structure that results from flattening of the constituent grains of a metamorphic rock.
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Formation
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a distinct layer of sedimentary rock of similar composition.
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Gabbro
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a group of dark-colored, basic intrusive igneous rocks composed principally of basic plagioclase (commonly labradorite or bytownite) and clinopyroxene (augite), with or without olivine and orthopyroxene; also, any member of that group. It is the approximate intrusive equivalent of basalt. Apatite and magnetite or ilmenite are common accessory minerals.
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Geochemistry
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the study of the distribution and amounts of the chemical elements in minerals, ores, rocks, solids, water, and the atmosphere.
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Geophysicist
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one who studies the earth; in particular the physics of the solid earth, the earth’s magnetosphere, and the atmosphere.
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Geotechnical
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the study of ground stability
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Gneiss
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a foliated rock formed by regional metamorphism, in which bands or lens-shaped strata or bodies of rock of granular minerals alternate with bands or lens-shaped strata or bodies or rock in which minerals having flaky or elongate prismatic habits predominate
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Gold
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chemical element with the symbol Au (from Latin: aurum, "shining dawn") and an atomic number of 79. It has been a highly sought-after precious metal for coinage, jewelry, and other arts since the beginning of recorded history. The metal occurs as nuggets or grains in rocks, in veins and in alluvial deposits. Gold is dense, soft, shiny and the most malleable and ductile pure metal known. Pure gold has a bright yellow color and luster traditionally considered attractive, which it maintains without oxidizing in air or water. Gold is one of the coinage metals and has served as a symbol of wealth and a store of value throughout history. Gold standards have provided a basis for monetary policies. It also has been linked to a variety of symbolisms and ideologies.
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Granite
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highly felsic igneous plutonic rock, typically light in color; rough plutonic equivalent of rhyolite. Granite is actually quite rare in the U.S.; often the term is applied to any quartz-bearing plutonic rock.
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Granodiorite
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a group of coarse-grained plutonic rocks intermediate in composition between quartz diorite and quartz monzonite, and potassium feldspar, with biotite, hornblende, or more rarely, pyroxene, as the mafic component.
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Granulite
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fine to medium–grained metamorphic rocks that have experienced high temperatures of metamorphism, composed mainly of feldspars sometimes associated with quartz and anhydrous ferromagnesian minerals, with granoblastic texture and gneissose to massive structure. They are of particular interest to geologists because many granulites represent samples of the deep continental crust. Some granulites experienced decompression from deep in the Earth to shallower crustal levels at high temperature; others cooled while remaining at depth in the Earth.
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one of the allotropes of carbon. Unlike diamond (another carbon allotrope), graphite is an electrical conductor, a semimetal, and can be used, for instance, in the electrodes of an arc lamp. Graphite holds the distinction of being the most stable form of carbon under standard conditions.
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Gypsum
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a mineral consisting of the hydrated calcium sulphate. When calcined, it forms plaster of Paris.
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Heavy mineral sands ore deposits a class of ore deposit which is an important source of zirconium, titanium, thorium, tungsten, rare earth elements, the industrial minerals diamond, sapphire, garnet, and occasionally precious metals or gemstones. Heavy mineral sands are placer deposits formed most usually in beach environments by concentration due to the specific gravity of the mineral grains. It is equally likely that some concentrations of heavy minerals (aside from the usual gold placers) exist within streambeds, but most are of a low grade and are relatively small.
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Hydrothermal
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creation of rock with fluid at high temperatures
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resulting from, or produced by, the action of great heat; with rocks, it could also mean formed from lava/magma; granite and basalt are igneous rocks
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Intrusions
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masses of igneous rock that, while molten, were forced into other rocks.
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Iron
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chemical element with the symbol Fe (Latin: ferrum) and atomic number 26. It is a metal in the first transition series. Like other group 8 elements, it exists in a wide range of oxidation states. Iron and iron alloys (steels) are by far the most common metals and the most common ferromagnetic materials in everyday use. Fresh iron surfaces appear lustrous silvery-gray, but oxidize in air. Iron is the most common element in the earth, albeit the fourth most common one in the earth's crust.
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Khondalite
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a granulite-facies metasedimentary rock.
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Laterite
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a red hard or gravel-like soil or subsoil formed in the tropics that has been leached of soluble minerals leaving insoluble iron and aluminium oxides and hydroxides; used to make bricks and roads.
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Leptynite
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a granulite.
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Lignite
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a low-grade, brownish-black coal
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Limestone
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An abundant rock of marine and fresh-water sediments; primarily composed of calcite (calcium carbonate); it occurs in a variety of forms, both crystalline and amorphous.
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Marble
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a non foliated metamorphic rock composed mostly of calcite, a crystalline form of calcium carbonate. It is formed from carbonate rocks, often limestone. It is extensively used for sculpture and as a building material.
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Magnetite
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a ferrimagnetic mineral with chemical formula Fe
3
O
4
, one of several iron oxides and a member of the spinel group.
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Metamorphic
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the mineralogical, chemical, and structural adjustment of solid rocks to physical and chemical conditions that have generally been imposed at depth below the surface zones of weathering and cementation, and that differ from the conditions under which the rocks in question originated.
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Metasediment
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a metamorphosed sedimentary rock
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the name of a group of hydrous aluminosilicate minerals characterized by highly perfect cleavage, so that they readily separate into very thin leaves, more or less elastic.
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Monzonite
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an intermediate igneous intrusive rock composed of approximately equal amounts of sodic to intermediate plagioclase and orthoclase feldspars with minor amounts of hornblende, biotite and other minerals.
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Ore
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the natural occurring mineral from which a mineral or minerals of economic value can be extracted profitable or to satisfy social or political objectives.
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Oxides
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a chemical compound containing at least one oxygen atom as well as at least one other element. Most of the Earth's crust consists of oxides. Oxides result when elements are oxidized by oxygen in air.
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Paragneisses
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a gneiss from sedimentary rock
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Peat
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an accumulation of partially decayed vegetation matter. Peat forms in wetland bogs, moors, muskegs, pocosins, mires, and peat swamp forests. Peat is harvested as an important source of fuel in certain parts of the world.
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Pegmatite
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a very coarse-grained, intrusive igneous rock composed of interlocking grains usually larger than 2.5 cm in size; such rocks are referred to as pegmatitic. Most pegmatites are composed of quartz, feldspar and mica; in essence a granite. Rarer intermediate composition and mafic pegmatites containing amphibole, Ca-plagioclase feldspar, pyroxene and other minerals are known, found in recrystallised zones and apophyses associated with large layered intrusions.
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Phosphatic nodules
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black to brown, rounded mass, variable in size from a few millimeters to 30 or more centimeters. Usually consists of coprolites, corals, shells, and bones, more or less enveloped in crusts of collophane. Found in many horizons of marine origin. Also covering the ocean floors at manylocations around the world.
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Placers
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an accumulation of valuable minerals formed by deposition of dense mineral phases in a trap site.
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a rare, naturally occurring metallic chemical element of high economic value, which is not radioactive (excluding natural polonium, radium, actinium and protactinium). Chemically, the precious metals are less reactive than most elements, have high lustre, are softer or more ductile, and have higher melting points than other metals. Historically, precious metals were important as currency, but are now regarded mainly as investment and industrial commodities. Gold, silver, platinum, and palladium each have an ISO 4217 currency code.
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Production
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a “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.
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Pyrite
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a yellow iron sulphide mineral of little value and referred to as ‘fool’s gold’.
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Pyrrhotite
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a bronze-colored, magnetic iron sulphide mineral
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Quartz
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a common rock-forming mineral consisting of silicon and oxygen
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Quartzite
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a hard metamorphic rock which was originally sandstone. Sandstone is converted into quartzite through heating and pressure usually related to tectonic compression within orogenic belts. Pure quartzite is usually white to grey, though quartzites often occur in various shades of pink and red due to varying amounts of iron oxide. Other colors, such as yellow and orange, are due to other mineral impurities.
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Reserve
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the term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tons and grade to include diluting materials and allowances for losses that might occur when the material is mined.
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Schist
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any crystalline rock having a foliated structure and hence admitting of ready division into slabs or slates.
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Seismic
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referring to earthquakes
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Shear
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a form of strain resulting from stresses that cause or tend to cause contiguous parts of a body of rock to slide relatively to each other in a direction parallel to their plane of contact.
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Silica
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the chemical compound silicon dioxide, also known as silica (from the Latin silex), is an oxide of silicon with a chemical formula of SiO
2
and has been known for its hardness since antiquity. Silica is most commonly found in nature as sand or quartz, as well as in the cell walls of diatoms. Silica is the most abundant mineral in the Earth's crust.
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Stockwork
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a complex system of structurally controlled or randomly oriented veins. Stockworks are common in many ore deposit types and especially notable in greisens. They are also referred to as stringer zones.
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Stratum
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one of several parallel horizontal layers of material arranged one on top of another. A layer of sedimentary rock having approximately the same composition throughout
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Sulphides
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an anion of sulfur in its lowest oxidation number of −2. Sulfide is also a slightly archaic term for thioethers, a common type of organosulfur compound that are well known for their bad odors.
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Telluride
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a compound of a metal with tellurium; metal salts of tellurane. Any organic compound of general formula R
2
Te (R not = H), the tellurium analogues of ethers. Another name for sylvanite.
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Tonalite
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an igneous, plutonic (intrusive) rock, of felsic composition, with phaneritic texture. Feldspar is present as plagioclase (typically oligoclase or andesine) with 10% or less alkali feldspar. Quartz is present as more than 20% of the rock. Amphiboles and pyroxenes are common accessory minerals.
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UTM
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the Universal Transverse Mercator (UTM) coordinate system is a grid-based method of specifying locations on the surface of the Earth that is a practical application of a 2-dimensional Cartesian coordinate system. It is used to identify locations on the earth, but differs from the traditional method of latitude and longitude in several respects. The UTM system is not a single map projection. The system instead employs a series of sixty zones, each of which is based on a specifically defined secant transverse Mercator projection.
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Vein
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a thin, sheet-like body of hydrothermal mineralization, principally quartz.
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Wall Rock
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the rock adjacent to a vein.
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Wollastonite
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a calcium inosilicate mineral (CaSiO
3
) that may contain small amounts of iron, magnesium, and manganese substituting for calcium. It is usually white. It forms when impure limestone or dolostone is subjected to high temperature and pressure sometimes in the presence of silica-bearing fluids as in skarns or contact metamorphic rocks. Associated minerals include garnets, vesuvianite, diopside, tremolite, epidote, plagioclase feldspar, pyroxene and calcite. It is named after the English chemist and mineralogist William Hyde Wollaston (1766–1828).
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There is a high degree of risk associated with buying our common stock. Prospective investors should carefully read this prospectus and consider the following risk factors when deciding whether to purchase our shares. These are speculative stocks and should be purchased by only those who can afford to lose their entire investment.
The risk factors outlined below are all the known, substantial, material and potential risks that could adversely affect our business, financial condition, operating results and common share value.
We cannot assure that we will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment.
Risks Associated with our Company and our Industry
We are governed by only two people, Mario Gregorio and Rizalina Raneses, which may lead to faulty corporate governance
.
We have only one director and two executive officers who make all the decisions regarding corporate governance. This includes their (executive) compensation, accounting overview, related party transactions and so on. They will also have full control over matters that require Board of Directors approval. This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors approval. This may lead to ineffective disclosure and accounting controls. Noncompliance with laws and regulations may result in fines and penalties. They would have the ability to take any action as they themselves review them and approve them. They would exercise control over all matters requiring shareholder approval including significant corporate transactions. We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors.
Our sole director and executive officers will own a substantial amount of common stock and will have substantial influence over our operations denying an investor an effective voice
.
Our director, Mario Gregorio, has significant influence of our company with 32% of the outstanding common shares (10,000,000 shares). Rizalina Raneses has 19% or 6,000,000 of the 31,000,000 outstanding shares. This means that investors do not have an effective voice in the company.
Our director and officers are not residents of the United States making the enforcement of liabilities against them difficult
.
The director and executive officers reside outside the United States in the Republic of the Philippines. If a shareholder had a desire to sue them for damages, the shareholder would have to serve a summons and complaint. Even if personal service is accomplished and a judgement is entered against that person, the shareholder would then have to locate the assets of that person, and register the judgement in the foreign jurisdiction where the assets are located.
Our executive officers have other business interests which may limit the amount of time they can devote to our Company and create conflicts of interest
.
Our executive officers have other business interests, meaning they may not have enough time to devote to our business operations. This could cause business failure. They have been devoting and in the future plan to devote only 10 hours per month to company affairs which may lead to sporadic exploration activities and periodic interruptions of business operations. Unforeseen events may cause this amount of time to become even less. Our officers may also have conflicts of interest as a result of their relationships with other companies. See”Directors and Executive Officers.”
We must attract and maintain key personnel or our business will fail
.
Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the mining industry to recruit and retain competent employees. If we cannot maintain qualified employees to meet the needs of our anticipated growth, this could have a material adverse effect on our business and financial condition.
We are recently formed, lack an operating history and have yet to make any revenues. If we cannot generate any profits, you may lose your entire investment
.
We are a recently formed company and have yet to generate any revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have no operating history and thus no way for you to measure progress or potential future success. Success has yet to be proved. Currently, there are no operations in place to produce revenue. We are pre-exploration and have yet to find or produce sellable product. Financial losses should be expected to continue in the near future and at least until such time that we enter the production stage. As a new business we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have an accumulated deficit of $64,768. There is no guarantee, unfortunately, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.
We need to acquire additional financing or our company will fail.
We must obtain additional capital or our business will fail. In order to explore the claim and eventually establish operations, we must secure more funds. Currently, we have very limited resources and have already accumulated a net loss. Unless we complete the planned exploration work on the Plandel Gold Claim and commence operations, we will make no money, which may result in complete loss of your investment. Financing is also needed to bring product to market. Financing may be subject to numerous factors including investor sentiment, acceptance of mining claims and so on. We currently have no arrangements for additional financing. We may also have to borrow large sums of money that require substantial capital and interest payments. We must perform mineral explorations on the Plandel Gold Claim to determine if any ore reserves are present and to keep the property in good standing. The planned exploration work alone is expected to cost $40,000. On May 31, 2013, we had cash of $10,979.
The probability of a mineral claim having profitable reserves is very rare and our claim, even with large investments, may never generate a profit.
We are dependent upon our mining property for success. All anticipated future revenues would come directly from the Plandel Gold Claim. Should we fail to extract and sell gold from this property, our business will fail. Mineral deposit estimates are imprecise and subject to error, and resource calculations when made may prove unreliable. Assumptions made regarding the supporting data may prove inaccurate and unforeseen events may lead to further inaccuracies. Sample variability, mining and processing adjustments, environmental changes, metal price fluctuations, and law and regulation changes are all factors that could lead to deviances from the original estimations. No assurances can be given that any mineral deposit estimate will ever be reclassified as a reserve. We have no known ore reserves. Despite future investment in exploration activities, there is no guarantee we will locate a commercially viable ore reserve. Most exploration projects do no result in discovery of commercially mineable deposits. With little capital available, we will have to limit our exploration which decreases the chances of finding a commercially viable ore body. Even if gold is identified, the Plandel Gold Claim may not be put into production due to high extraction costs, low gold prices, or inadequate amount and reduced recovery rates. If the exploration activities do not suggest a commercially successful prospect then we may altogether abandon plans to develop the property.
The exploration and prospecting of minerals is speculative and extremely competitive which may make success difficult.
We face strong competition from other mining companies for the acquisition of new properties. New properties increase the probability of discovering a profitable reserve. Most companies have greater financial and managerial resources than we do and can acquire and explore attractive new mining properties. We will face similar difficulties raising new capital to expand operations against the larger, better capitalized competitors. Limited supply and unforeseen demand from larger, more competitive companies may make secure all necessary equipment and materials difficult and may result in periodic interruptions or even business failure. Success depends on a combination of many factors including but not limited to: the quality of management, technical (geological) expertise, quality of land available for exploration and the capital available for exploration.
International operations in the Philippines are subject to inherent risks.
Political instability, uncertainty of the economic climate, currency fluctuations, exchange controls and taxation laws may be significant. Access to all of the equipment, supplies and materials necessary to begin exploration may not be available and delay such activity. We have not yet attempted to locate or negotiate with any suppliers of products, equipment or materials but plan to do so when exploration begins. Exchange rate changes between the PHP and the U.S. Dollar may also adversely affect success.
Our future operations may be adversely affected by future governmental and environmental regulations and permitting.
Environmental regulations may negatively affect the progression of operations and these regulations may become stricter in the future. In the Philippines, all mining is regulated by Federal and Provincial level government agencies. Obtaining licenses and permits from these agencies as well as an environmental impact study for each mining property must be completed before starting mining activities. These are expensive and affect the timing of operations. Pollution can be anticipated with mining activities. If we are unable to comply with current or future regulations, this may expose us to fines, penalties and litigation that could cause our business to fail.
We are subject to inherent mining hazards and risks that may result in future financial obligations.
Risks and hazards associated with the mining industry may adversely affect our operations such as but not limited to: political and country risks, industrial accidents, labor disputes, inability to retain necessary personnel or equipment, environmental hazards, unexpected geologic formations, cave-ins, landslides, flooding and monsoons, fires, explosions, power outages, processing problems. Personal injury and death could result as well as property damage, delays in mining, environmental damage, legal liability and monetary loss. We may not be able to obtain insurance to cover these risks at economically reasonable premiums. We do not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.
Risks related to our stock
We may not be able to raise additional capital through the offering of more shares but doing so will dilute those shares issued and outstanding
.
Raising additional capital through future offerings of common stock may be necessary for our company to continue, but there is no guarantee that this will be possible. Doing so will, however, dilute the total share number issued and outstanding. Financing may be achieved by issuing more shares which will increase the number of common shares outstanding. This may decrease the percentage interest held by each of our shareholders. Obtaining financing through the sale of our common stock will dilute other shareholders’ interests. As the total number of outstanding common shares will increase, the equity attached to any individual share will decrease causing a dilution of shareholder ownership over the company. With little other access to funds currently, we may have to rely on this method substantially to raise additional capital.
There is no market for our common stock meaning that you may not be able to resell your shares
.
Our common stock currently has no market limiting shareholders’ ability to resell them or use them as collateral. Thus, the shareholder must sell their shares privately which may prove very difficult. The shares are not currently listed on any exchange or quotation system. Private sales are more difficult and often give lower than anticipated prices.
Should a public market develop for our stock, future sales of shares may negatively affect their market price.
Even if a market develops, the shares may be sparsely traded and have wide share price fluctuations. If we succeed in receiving a quotation, the liquidity of the stock may be low despite there being a market making it difficult to get a return on the investment. The price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, mineral prices, our ability to generate future revenues, and market perception about future mineral exploration.
Because our stock is a “penny stock”, trading of it may be restricted and limit a shareholder’s ability to buy and sell shares.
As our stock is a penny stock, there are restrictions imposed by the United States Securities and Exchange Commission’s penny stock regulations and the FINRA’s sales practice requirements. This might limit a shareholder’s ability to buy and sell their shares as broker-dealers may be less likely to engage in transactions of our common shares. A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our common stock is expected to trade well below that mark. Rules 15g-1 through 15g-9 under the Exchange Act impose sale practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock”.
We have not paid nor anticipate paying cash dividends on our common stock.
Cash dividends are not currently paid on our common stock shares nor are they expected to be paid in the near future. We intend to retain our cash for the continued development of our business. Thus, you will not be able to derive any dividend income and your return on investment will solely be based on your ability to sell your shares in a secondary market.
Item
1B. Unresolved Staff Comments
None.
Information in this section of the prospectus is based upon the geological report on the Plandel Gold Claim dated July 10, 2009 titled "Summary of Exploration on the Plandel Property, Baguiao, Philippines”, which was authored by Roberto Noga, P. Geol., Manila, Republic of the Philippines (the “Report”).
Property Location and Description
Plandel Gold Claim consists of one (1) unpatented mineral claim, located 30 kilometres northwest of the city of Baliuag at UTM co-ordinates Latitude 14 88’148”N and Longitude 120 86’712”E. The mineral claim was assigned to Plandel Resources, Inc. by Rojas Ventures Ltd. (an unrelated company) and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines. We own 100% of this claim with no encumbrance.
There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances. As advanced exploration proceeds there may be bonding requirements for reclamation.
Plandel Resources, Inc. has purchased a 100% interest in the property.
The primary identifying information of the Plandel Gold Claim is a Parcel Identifier as registered with the Department of Environmental and Natural Resources – Mines and Geosciences. The parcel Identifier with the Plandel Gold Claim is 1322-544-221 as recorded both with the above authority and the Plandel Titles Office. The area of the claim is 98.5 hectares. In order to obtain a mining license in the Philippines, an applicant company must apply with the Department of Environment and natural Resources – Mines and Geosciences. The above authority then conducts a search of the local titles office and its own records to verify that the applicant company is the owner and rights holder of the claim. Once that has been verified, the department of Environment and Natural Resources – Mines and Geosciences issues a License and permit for Mining and Exploration. The license usually takes seven to ten business days to obtain and is valid for one year. Bonding requirements are strictly the responsibility of the Mining Company engaged to undertake operation on behalf of Plandel Resources Inc.
The Plandel Gold Claim is an exploration claim and the claims are Federal and under the jurisdiction of the Department of Environment and natural Resources – Mines and Geosciences of the Philippines. A renewal of the mining license must be made thirty days prior to the expiration of the existing license. Failure to do so will result in our being unable to undertake any further exploration activities on the Plandel Gold Claim. With obtaining of the license, we must abide by the Environmental and Safety requirements set forth by the Department of Environment and Natural Resources – Mines and Geosciences of the Philippines. Environmental terms and conditions affiliated with a mining license are sections 69 and 70 respectively of Philippine Mining Law. Prior to exploration commencing, an environmental protection and enhancement program must be drafted and approved by the Government of the Philippines. This is usually done by the exploration company engaged by the company to conduct exploration activities. Furthermore, section 70 states that there must be an Environmental Impact Assessment undertaken by the Federal Government in conjunction with the local government unit and other concerned bodies to ensure that the company contracted to undertake mining activities observes all of the requirements of environmental protection.
Fees for the license must be paid at the time of the renewal application and usually amount to approximately $1,000 including all agents’ fees and solely the responsibility of the owner of the claim, in this case, Plandel Resources Inc.
Except as described above, there are no material terms of the land or mineral rights securing agreements with respect to the Plandel Gold Claim.
The mining license described above is the only permit in order to explore or mine the Plandel Gold Claim.
A map of the Plandel Gold claim is set forth below:
Item
3. Legal Proceedings
None.
Item
4. Mine Safety Disclosures
None.
