Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) -- forms_1 HTML 1.54M
2: EX-3.1 Articles of Incorporation HTML 6K
3: EX-3.2 By-Laws HTML 55K
4: EX-3.3 Certificate of Amendment HTML 5K
5: EX-3.4 Certificate of Registration of Extra Provincial HTML 8K
Corp
6: EX-5.1 Legal Opinion HTML 18K
7: EX-10.1 Vend-In Agreement HTML 263K
8: EX-10.2 Consulting Agreement HTML 115K
9: EX-10.3 Additional Property Agreement HTML 25K
10: EX-14 Code of Ethics HTML 45K
11: EX-23.1 Consent of Auditor HTML 8K
12: EX-23.2 Consent of Lawyer HTML 10K
Please be
advised that, I have reached the following conclusions regarding the above
offering:
1. Wolverine
Exploration Inc., (the “Company”) is a duly and legally organized and existing
Nevada state corporation, with its registered office located in Henderson,
Nevada and its principal place of business located in Quesnel, British Columbia,
Canada. The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State's office and filed with the
office on February 23, 2006. The Company's existence and form is valid and legal
pursuant to Nevada law.
2. The
Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. Neither the
Articles of Incorporation, Bylaws, and amendments
thereto,
nor subsequent resolutions change the non-assessable characteristics of the
Company's common shares of stock. The 64,630,000 shares of Common
Stock previously issued by the Company and being registered by certain selling
shareholders in this registration statement are in legal form and in compliance
with the laws of the State of Nevada, its Constitution and reported judicial
decisions interpreting those laws and when such stock was issued it was duly
authorized, fully paid for and non-assessable. The common stock and
warrants to be sold under this Form S-1 Registration Statement is likewise legal
under the laws of the State of Nevada, its Constitution and reported judicial
decisions interpreting those laws and when such stock is issued it will be duly
authorized, fully paid for and non-assessable.
3. To
my knowledge, the Company is not a party to any legal proceedings nor are there
any judgments against the Company, nor are there any actions or suits filed or
threatened against it or its officers and directors, in their capacities as
such, other than as set forth in the registration statement. I know
of no disputes involving the Company and the Company has no claim, actions or
inquires from any federal, state
or other
government agency, other than as set forth in the registration
statement. I know of no claims
against
the Company or any reputed claims against it at this time, other than as set
forth in the registration statement.
4. The
Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company.
5. The
directors and officers of the Company are indemnified against all costs,
expenses, judgments and liabilities, including attorney's fees, reasonably
incurred by or imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which the officer or
director is or may be made a party by reason of his being or having been such a
director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter of
law.
6. By
director’s resolution, the Company has authorized the issuance of no units
minimum, 15,000,000 units maximum, each unit consisting of one share of common
stock and one redeemable warrant at an offering price of $0.10 per
unit. Further, the Company has authorized the issuance of no shares
of common stock minimum, 15,000,000 shares of common stock maximum upon the
exercise of the redeemable warrants which are components of the
unit. The exercise price of each redeemable warrant is $0.15 per
share.
The
Company's Articles of Incorporation presently provide the authority to the
Company to issue 200,000,000 shares of common stock, with a par value of $0.001
per share. Therefore, the board of directors’ resolution which
authorized the issuance for sale of up to 15,000,000 units each unit consisting
of one share of common stock, one redeemable warrant, and one share underlying
each redeemable warrant is within the authority of the Company’s directors and
the shares of common stock and warrants, when issued, will be validly issued,
fully paid and non-assessable.
I consent
to filing this opinion as an exhibit to the Company’s Form S-1 registration
statement.
