Document/Exhibit Description Pages Size
1: 6-K Report of a Foreign Private Issuer 3 12K
2: EX-1 Underwriting Agreement 1 8K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 1 7K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 1 7K
5: EX-4 Instrument Defining the Rights of Security Holders HTML 4K
6: EX-5 Opinion re: Legality HTML 9K
7: EX-6 Opinion re: Discount on Capital Shares 6 32K
EXHIBIT 6 6K JULY 2004
WEALTH MINERALS LTD.
QUARTERLY AND YEAR END REPORT
BC FORM 51-901F
================================================================================
SCHEDULE C- MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2004
OVERVIEW
This Management Discussion & Analysis summarizes the activities and results of
operations of the Company for the six-month period ended May 31, 2004,
subsequent activity up to July 28, 2004. The following discussion and analysis
should be read in conjunction with the annual audited consolidated financial
statements and notes thereto for the year ended November 30, 2003, as well as
the accompanying unaudited consolidated financial statements for the six-month
period ended May 31, 2004.
The forward-looking information in the Management Discussion and Analysis
section is based on the conclusions of management. The Company cautions that due
to risks and uncertainties, actual events may differ materially from current
expectations. With respect to the Company's operations, actual events may differ
from current expectations due to economic conditions, new opportunities,
changing budget priorities of the company and other factors.
Additional information related to the Company is available for view on SEDAR at
www.sedar.com.
Description of Business:
Wealth Minerals Ltd. is a public company engaged in the acquisition and
exploration of mineral properties. The Company does not currently own or have
any interest in any producing mineral property interest. Annual losses are
expected to continue until the Company has an interest in a mineral property
that produces revenues. The Company is a reporting issuer in British Columbia
and the United States, and trades on the TSX Venture Exchange ("TSX-V") under
the symbol "WML", and in the United States on the OTCBB under the symbol
"WMLLF".
The Company maintains its head office in Vancouver, Canada. There are no field
offices or subsidiary offices.
For the past two years the Company has focused on properties in the United
States. As at the end of this quarter, the Company had entered into an agreement
to acquire a mineral property interest in Peru. The recoverability of amounts
shown for mineral properties and exploration costs is dependent upon the
discovery of economically recoverable reserves, maintaining the mining licenses
in good standing with government agencies, the stability of the socio-political
environment in the jurisdictions which the Company operates, the ability of the
Company to obtain necessary financing to complete the development, the future
profitable production or proceeds from the disposition of mining properties, and
the Company's ability to satisfy its commitment obligations.
The Company's policy is to expense all net costs related to the acquisition and
exploration of its mineral properties. The Company evaluates each property on
the completion of each exploration program conducted on the property and
determines whether or not it will continue to hold, further explore the
property, sell or abandon the property.
On December 8, 2003, the Company's shareholders, at the Extraordinary and
Special Meeting of Shareholders, voted in favour of a name change to "Wealth
Minerals Ltd." and approved a share consolidation on the basis of four old
shares for one new share. The consolidation and name change were effective
January 14, 2004.
MINERAL PROPERTIES:
AMATA PROJECT, PERU
THE COMPANY CAN ACQUIRE 100% OF A PRIVATE PERUVIAN COMPANY'S 70% INTEREST IN THE
AMATA PROJECT BY ISSUING 200,000 COMMON SHARES WITHIN 10 DAYS OF THE TSX
APPROVAL DATE, 200,000 COMMON SHARES ONE YEAR AFTER CLOSING, AND PAY $100,000
UPON CLOSING (PAID MAY 28, 2004). AS OF THE DATE OF THIS REPORT, NO SHARES HAD
BEEN ISSUED. THE AMATA PROJECT CONSISTS OF 10,300 HECTARES IN THE COALUQUE
DISTRICT IN MOQUEGUA, PERU. THE PROJECT HOSTS POTENTIAL COPPER-GOLD-SILVER
MINERALIZATION AND WAS THE SUBJECT OF A 15 HOLE DRILL PROGRAM CONDUCTED BY RIO
TINTO IN 2002/2003. THE COMPANY PLANS TO RE-COMPILE HISTORICAL DATA AND INITIATE
A GEOLOGICAL SAMPLING AND MAPPING PROGRAM.
WHISKY CANYON PROJECT, NEVADA, USA
THE COMPANY HAS MAINTAINED ITS OBLIGATIONS IN THE WHISKY CANYON PROJECT IN
NEVADA THROUGH THE END OF THE CURRENT QUARTER. THE LEWIS PROPERTY CONSISTS OF
THE 100% OWNED BET 1-23 CLAIMS COVERING 450 ACRES AND THE BETTY O'NEAL CLAIMS,
CURRENTLY UNDER OPTION, COVERS 330 ACRES. THESE ACREAGES ARE ALL WITHIN THE
WHISKY CANYON AREA. THE COMPANY HAS OBTAINED MAPS, GEOLOGICAL SURVEYS AND
HISTORICAL ASSAY INFORMATION ABOUT THE PROPERTIES. AS A RESULT, THE COMPANY IS
ASSESSING JOINT VENTURE OPPORTUNITIES.
DURING 2002, THE COMPANY PAID US$7,500 AGAINST A PROPERTY PAYMENT OF US$15,000
DUE ON JULY 9, 2002 IN RESPECT OF THE BETTY O'NEAL CLAIMS. THE COMPANY REACHED
AN AGREEMENT WITH THE PROPERTY OWNER OF THE BETTY O'NEAL CLAIMS TO DEFER THE
BALANCE OF THE PROPERTY PAYMENT DUE BEING US$7,500 UNTIL FEBRUARY 8, 2003, AND
IT WAS PAID AT THAT TIME. IN JUNE 2003, THE COMPANY AMENDED ITS LEASE AGREEMENT
FOR THE CURRENT YEAR WHEREBY US$9,000 WAS PAID AT THAT TIME, TO BE FOLLOWED BY
US$9,000 DUE (AND PAID) JANUARY 1, 2004. A FURTHER US$25,000 DUE JULY 9, 2004
WAS NOT MADE AT THAT TIME AND THE COMPANY TERMINATED ITS INTENT TO EARN AN
INTEREST IN THE CLAIMS. THE BET 1-23 CLAIMS WILL CONTINUE TO BE MAINTAINED AND
EXPLORED.
Analysis of operating results:
THE NET LOSS FOR THE SIX-MONTH PERIOD ENDED MAY 31, 2004 WAS $356,720 OR $0.10
PER SHARE IN COMPARISON WITH A LOSS OF $130,980 OR $0.07 PER SHARE FOR THE PRIOR
YEAR'S COMPARATIVE PERIOD. THE LARGEST COMPONENTS ARE EXPLORATION COSTS OF
$152,478 (2003 - $11,250), CONSULTING FEES OF $53,616 (2003 - $48,600), AND
PROFESSIONAL FEES OF $36,122 (2003- $21,359).
THE CURRENT PERIOD'S EXPLORATION COST INCLUDES $136,580 (US$100,000) PAID IN
RESPECT OF THE AMATA PROJECT IN PERU). CONSULTING FEES INCLUDE $30,000 (2003 -
$30,000) PAID TO THE PRESIDENT OF THE COMPANY. DURING ALL PERIODS PRESENTED, THE
PRESIDENT COMMITTED 100% OF HIS TIME TO THE AFFAIRS OF THE COMPANY. HE IS
RESPONSIBLE FOR DAY TO DAY MANAGEMENT OF ALL ACTIVITIES IN THE COMPANY,
INCLUDING OVERALL CORPORATE DEVELOPMENT, MANAGING PROPERTY EXPLORATION,
INVESTIGATION OF NEW MINERAL PROPERTIES, AND FINANCINGS. CONSULTING FEES OF
$23,616 (2003 - $18,600) WERE CHARGED BY OTHER INDIVIDUALS, ALL AT ARMS LENGTH
TO THE COMPANY, FOR SERVICES RELATED TO GENERAL CORPORATE DEVELOPMENT AND
ADMINISTRATION. PROFESSIONAL FEES INCLUDE LEGAL, REGULATORY, ACCOUNTING AND
AUDIT WORK. THE COMPANY DOES NOT HAVE ANY AGREEMENT IN PLACE IN RESPECT OF
INVESTOR RELATIONS. SHAREHOLDER COMMUNICATIONS OF $3.346 (2003 - $4,159) ARE
COSTS INCURRED PRIMARILY BY THE PRESIDENT IN THE DUE COURSE OF BUSINESS.
TRANSACTIONS WITH RELATED PARTIES:
a) The Company paid $30,000 (2003 - $30,000) in consulting fees to a
company controlled by a director.
b) The Company received $5,350 (2003 - $ nil) as a repayment for an
unsecured short term advance to a company controlled by a director.
c) Rent of $3,996 (2003 - $ nil) was paid to a company controlled by a
director.
Amounts due to affiliated company are unsecured, non-interest bearing,
with no fixed terms of repayment.
All transactions with related parties were recorded at fair market value.
Please refer to Schedule B for private placement transactions undertaken by
related parties.
SUBSEQUENT EVENTS:
In June 2004 the Company received all subscriptions receivable as at May 31,
2004 in the amount of $136,300.
On July 15, 2004 the TSX Venture Exchange accepted for expedited filing the
agreement between the Company and Carlos Ballon whereby the Company may acquire
a 70% interest in the Amata Project in Southern Peru, for consideration of
400,000 shares and $100,000. The Company had announced the signing of the
agreement on July 6, 2004.
As noted above, on July 9, 2004 the Company terminated its interest in the Betty
O'Neal claims.
Financings, Principle Purposes and Milestones:
DURING THE PERIOD, THE COMPANY ISSUED A TOTAL OF 6,544,083 COMMON SHARES,
COMPRISED OF 6,459,500 SHARES FOR TOTAL CASH CONSIDERATION OF $2,600,400, AND
84,583 SHARES ISSUED IN SETTLEMENT OF DEBTS PAYABLE IN THE AMOUNT OF $20,300.
WITHIN THE TOTAL CASH CONSIDERATION, THREE PRIVATE PLACEMENTS WERE COMPLETED
DURING THE QUARTER, RAISING PROCEEDS OF $2,499,000. THE FUNDS WERE RAISED FOR
THE ACQUISITION AND EXPLORATION OF NEW PROPERTIES AND TO MAINTAIN OBLIGATIONS
AND FUND EXPLORATION ON THE BET 1-23 CLAIMS IN THE WHISKY CANYON PROJECT,
NEVADA, AND TO PROVIDE GENERAL WORKING CAPITAL.
Liquidity and Solvency:
AS AT MAY 31, 2004, THE COMPANY HAD WORKING CAPITAL OF $2,324,051 INCLUDING CASH
ON HAND OF $2,206,324. THE COMPANY IS NOW WELL FINANCED AND HAS SUFFICIENT FUNDS
FOR WORKING CAPITAL AND LIMITED EXPLORATION PROGRAMS FOR THE NEXT 12 MONTHS.
DURING THE PERIOD, MANAGEMENT ALSO IMPROVED ITS BALANCE SHEET BY COMPLETING A
SHARE CONSOLIDATION ON JANUARY 14, 2004, ON THE BASIS OF ONE NEW SHARE FOR FOUR
OLD SHARES. ALSO, APPROXIMATELY $1,700,000 COULD BE RAISED BY THE EXERCISE OF
ALL OUTSTANDING WARRANTS AND OPTIONS.
TRIBAND ENTERPRISE CORP.
QUARTERLY AND YEAREND REPORT
BC FORM 51-901F
SCHEDULE B - SUPPLEMENTARY INFORMATION
MAY 31, 2004
--------------------------------------------------------------------------------
(1) ANALYSIS OF EXPENSES AND DEFERRED COSTS:
During the period ended May 31, 2004, the Company incurred exploration
costs of $ 152,478 (2003: $11,250).
2004 2003
---- ----
Amata Project, Peru: Acquisition payment 136,580
Betty O'neal claims,
Nevada: Claim fees 3,663 -
Insurance 0 -
Property option
payments 12,235 11,250
Consulting
---------------------
152,478 11,250
=====================
Refer to Note 4 to the annual audited consolidated financial statements
and note 7 to the accompanying interim consolidated financial statements.
RELATED PARTY
(2) TRANSACTIONS:
a) The Company paid $30,000 (2003 - $30,000) for consulting fees to a
company controlled by a director.
b) During the period, $5,350 (2003 - $ nil) was repaid to the Company.
c) Rent of $3,996 (2003 - $ nil) was paid to a Company controlled by a
director.
c) Shares for debt settlement (see 3a below) included related parties
as follows:
Kathleen Martin - Corporate consultant, received 10,417
shares in settlement of debts of $2,500.
Jerry Pogue - Director, received 8,333 shares in
settlement of debts of $2,000.
Gary Freeman - Director, received 20,000 shares in
settlement of debts of $4,800.
d) Private placements (see 3a below) included related
parties as follows:
G.F. Consulting Corp. - purchased 100,000 units at $0.24.
Gary Freeman - purchased 200,000 units at $0.24.
Jerry Pogue. - purchased 300,000 units at $0.24.
G.F. Consulting Corp. - purchased 150,000 units at $0.27.
Amergold Investments Inc. - purchased 200,000 units at
$0.54
Gil Atzmon - purchased 15,000 uits at $0.54
(3A) SUMMARY OF SECURITIES ISSUED DURING THE PERIOD:
[Download Table]
Date Type Type of Issue Number Price Proceeds
---- ---- ------------- ------ ----- --------
2/9/04 Shares Debt settlement 84,583 $0.240 $ 20,300
2/23/04 Shares Private placement 850,000 $0.240 $ 204,000
2/23/04 Warrants Private placement 425,000 $0.350 upon exercise
3/15/04 Shares Private placement 2,500,000 $0.270 $ 675,000
3/15/04 Warrants Private placement 1,250,000 $0.350 upon exercise
3/15/04 Shares Exrcise of warrants 25,000 $0.600 $ 15,000
3/31/04 Shares Exrcise of warrants 25,000 $0.600 $ 15,000
5/19/04 Shares Private placement 3,000,000 $0.540 $ 1,620,000
5/19/04 Warrants Private placement 1,500,000 $0.800 upon exercise
5/31/04 Shares Exrcise of warrants 59,500 $1.200 $ 71,400
--------------
(3B) SUMMARY OF OPTIONS GRANTED DURING THE PERIOD:
Date Granted Number Optionee Price Expiry Date
------------ ------ -------- ----- -----------
1/29/04 35,000 Gary Freeman $0.25 1/29/09
1/29/04 25,000 Jerry Pogue $0.25 1/29/09
1/29/04 20,000 Michael Bartlett $0.25 1/29/09
1/29/04 20,000 Gil Atzmon $0.25 1/29/09
1/29/04 20,000 St. Andrews Finance, Ltd. $0.25 1/29/09
--------
120,000
========
(4) SUMMARY OF SECURITIES AS AT THE END OF THE PERIOD:
A) AUTHORIZED SHARE
CAPITAL: Unlimited number of Common Shares without
par value
Unlimited number of Preferred Shares,
issuable in series
B) ISSUED SHARE
CAPITAL: 8,693,642 Common Shares ($7,616,216 recorded value)
C) OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OUTSTANDING:
Expiry Recorded
Security Number Price Date Value
-------- ------ ----- ---- -----
Options 35,000 $0.250 2/27/07 Nil
Options 43,750 $0.250 2/24/08 Nil
Options 120,000 $0.250 1/29/09 $20,160
Warrants 115,917 $1.200 6/5/04 Nil
Warrants 37,500 $0.600 12/3/04 Nil
Warrants 225,000 $0.420 11/27/05 Nil
Warrants 400,000 $0.350 8/26/05 Nil
Warrants 1,250,000 $0.350 3/15/06 Nil
Warrants 1,500,000 $0.800 5/14/06 Nil
Also refer to Note 5 to the accompanying unaudited consolidated
financial statements.
D) SHARES SUBJECT TO POOLING OR ESCROW AGREEMENTS: Nil
(5) LIST OF DIRECTORS AND OFFICERS AT END OF THE PERIOD:
Gary R. Freeman, Director and President
Jerry G. Pogue, Director
Michael L. Bartlett, Director
Gil Atzmon, Director, Secretary
Dates Referenced Herein and Documents Incorporated by Reference
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