operative portion of the 10Q dated Aug 31 and file
Post# of 876
Posted On: 11/06/2016 11:37:32 PM
operative portion of the 10Q dated Aug 31 and filed (at least w otc) Oct 20
so, as the last 10Q noted, they are officially keeping their options open, "to increase shareholder value".
I do realize copper prices have been low last I looked-But also possibilities of gold mineralization.
Enigma Mobil Transaction
In the fall of 2013, due to ongoing stagnation in the commodities sector, our management began identifying opportunities to increase shareholder value through merger and acquisition. On September 5, 2013 Wolverine entered into a Letter of Intent with the cyber security corporation ENIGMAMobil Inc. (“Enigma”) to acquire a 25% interest in Enigma for a cash payment of $10,000,000, however the transaction was not completed. On January 22, 2014, we entered into an Amended Letter of Intent with Enigma to acquire a 25% interest in Enigma for the purchase price of $5,000,000 to be paid with $3,000,000 shares of our common stock at a deemed price of $0.01 per share and $2,000,000 in cash. The LOI expired on June 30, 2014.
On April 14, 2015 Wolverine entered into a Share Exchange and Royalty Agreement with Enigma. and Dr. David Chalk pursuant to which Wolverine is seeking to acquire from Dr. Chalk 25% of the issued and outstanding securities of Enigma for the purchase price of USD $3,000,000, to be paid by the issuance of 300,000,000 common shares of Wolverine at a deemed price of USD$0.01 per share. Dr. Chalk is a Director of Enigma.
Enigma is a private corporation incorporated in the Province of Alberta on September 6, 2013. Enigma’s operations are based in Vancouver, British Columbia. Enigma is engaged in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. Under the terms of the Share Exchange and Royalty Agreement, Wolverine will also receive a royalty equal to 25% of gross revenue received by Enigma from the exploitation of Enigma’s planned Enigma™ SECURE mobile security application for the protection against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones.
The closing of the Share Exchange and Royalty Agreement is subject to Enigma completing a financing of USD$2,500,000, and to Wolverine increasing its authorized capital of common stock to allow for the issuance of the 300,000,000 consideration shares. As at the date of this Prospectus, neither the contemplated financing nor the authorized capital increase has been completed, and the Share Exchange and Royalty Agreement has not closed. However, if the agreement were to close, based on the number of the Company’s current issued and outstanding shares, Enigma would acquire in excess of 51% of the Company’s voting securities, resulting in Wolverine becoming a majority owned subsidiary of Enigma.
The Enigma™ SECURE application is not yet commercially available and remains in development. The application is built using proprietary, patent protected fifth generation programming language (5GL) and is compatible with Apple iOS, Android and Blackberry operating systems. As of the date of this prospectus, third party testing of the application has been completed and Wolverine anticipates that the application will be available for commercial download within 10 months following completion of the USD$2,500,000 private placement contemplated by the Share Exchange and Royalty Agreement.
The Share Exchange and Royalty Agreement may be terminated if the transaction does not close by December 31, 2016, unless extended by mutual agreement of the parties.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property. We expect to review other potential exploration projects from time to time as they are presented to us.
Concurrent with our exploration activities we will continue to evaluate opportunities to diversify our business through merger or acquisition, and to assist Enigma to raise the $2,500,000 in financing required to complete our reverse acquisition pursuant to the Share Exchange and Royalty Agreement.
On April 19, 2016, Wolverine entered into a Share Purchase Agreement with our Director, David Chalk, pursuant to which we have agreed to issue in a private placement 400,000,000 shares of our common stock of the in consideration for one-third of the net proceeds that Mr. Chalk may realize from the sale of Mr. Chalk’s 15% equity interest in Decision-Zone Inc., a privately held cyber-security software company based in Ontario, Canada. The Agreement is subject to our Company increasing its authorized capital to allow for the issuance of the consideration shares. At October 17, 2016, the agreement has not yet closed.
Cash Requirements
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage 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, and possible cost overruns due to price and cost increases in services.
Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $174,782 as of August 31, 2016, we require additional funds of approximately $100,000 at a minimum to proceed with our plan of operation over the next twelve months. 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, 2016. 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. As at August 31, 2016 we had cash in the amount of $1,975 and a working capital deficiency in the amount of $174,782. As of August 31, 2016, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Plan of Operation
The Plan of Operation for the next 12 months is to raise $100,000 for the Phase 1exploration program on the Cache River Property.
The work completed to date on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area. A program of prospecting, followed by trenching (if warranted) is recommended to field check all remaining IP anomalies prior to undertaking additional diamond drill holes. A budget estimate of $100,000 should suffice to complete the recommended prospecting and assaying of samples as well as a limited trenching program if required. This budget would also cover costs associated with the required site visit. Further diamond drilling will be dependent on results of the recommended work program.
Phase 1 Program Proposed Expenditures $ CDN
Project Management/Staff Costs $ 7,500
Geologists/technicians (mapping, prospecting compilation, reporting) $ 18,000
Geochemistry - Assaying rock/core (approx. 200 samples) $ 6,000
Field Costs (transportation, accommodation, fuel, etc.) $ 7,500
Trenching $ 7,500
Diamond Drilling – 300 meters all inclusive $ 42,000
Subtotal: $ 88,500
Contingency ~ 15% $ 11,500
Phase 1 Total $ 100,000
so, as the last 10Q noted, they are officially keeping their options open, "to increase shareholder value".
I do realize copper prices have been low last I looked-But also possibilities of gold mineralization.
Enigma Mobil Transaction
In the fall of 2013, due to ongoing stagnation in the commodities sector, our management began identifying opportunities to increase shareholder value through merger and acquisition. On September 5, 2013 Wolverine entered into a Letter of Intent with the cyber security corporation ENIGMAMobil Inc. (“Enigma”) to acquire a 25% interest in Enigma for a cash payment of $10,000,000, however the transaction was not completed. On January 22, 2014, we entered into an Amended Letter of Intent with Enigma to acquire a 25% interest in Enigma for the purchase price of $5,000,000 to be paid with $3,000,000 shares of our common stock at a deemed price of $0.01 per share and $2,000,000 in cash. The LOI expired on June 30, 2014.
On April 14, 2015 Wolverine entered into a Share Exchange and Royalty Agreement with Enigma. and Dr. David Chalk pursuant to which Wolverine is seeking to acquire from Dr. Chalk 25% of the issued and outstanding securities of Enigma for the purchase price of USD $3,000,000, to be paid by the issuance of 300,000,000 common shares of Wolverine at a deemed price of USD$0.01 per share. Dr. Chalk is a Director of Enigma.
Enigma is a private corporation incorporated in the Province of Alberta on September 6, 2013. Enigma’s operations are based in Vancouver, British Columbia. Enigma is engaged in the business of developing security applications for cyber systems focusing on the mobile smartphone markets. Under the terms of the Share Exchange and Royalty Agreement, Wolverine will also receive a royalty equal to 25% of gross revenue received by Enigma from the exploitation of Enigma’s planned Enigma™ SECURE mobile security application for the protection against unauthorized computer intrusion and fraud on wireless devices and mobile smartphones.
The closing of the Share Exchange and Royalty Agreement is subject to Enigma completing a financing of USD$2,500,000, and to Wolverine increasing its authorized capital of common stock to allow for the issuance of the 300,000,000 consideration shares. As at the date of this Prospectus, neither the contemplated financing nor the authorized capital increase has been completed, and the Share Exchange and Royalty Agreement has not closed. However, if the agreement were to close, based on the number of the Company’s current issued and outstanding shares, Enigma would acquire in excess of 51% of the Company’s voting securities, resulting in Wolverine becoming a majority owned subsidiary of Enigma.
The Enigma™ SECURE application is not yet commercially available and remains in development. The application is built using proprietary, patent protected fifth generation programming language (5GL) and is compatible with Apple iOS, Android and Blackberry operating systems. As of the date of this prospectus, third party testing of the application has been completed and Wolverine anticipates that the application will be available for commercial download within 10 months following completion of the USD$2,500,000 private placement contemplated by the Share Exchange and Royalty Agreement.
The Share Exchange and Royalty Agreement may be terminated if the transaction does not close by December 31, 2016, unless extended by mutual agreement of the parties.
Our Current Business
We are an exploration stage mining company engaged in the identification, acquisition, and exploration of metals and minerals with a focus on base and precious metals. Our current operational focus is to raise sufficient funds to continue exploration activities on our property in Labrador, Canada, known as the Cache River Property. We expect to review other potential exploration projects from time to time as they are presented to us.
Concurrent with our exploration activities we will continue to evaluate opportunities to diversify our business through merger or acquisition, and to assist Enigma to raise the $2,500,000 in financing required to complete our reverse acquisition pursuant to the Share Exchange and Royalty Agreement.
On April 19, 2016, Wolverine entered into a Share Purchase Agreement with our Director, David Chalk, pursuant to which we have agreed to issue in a private placement 400,000,000 shares of our common stock of the in consideration for one-third of the net proceeds that Mr. Chalk may realize from the sale of Mr. Chalk’s 15% equity interest in Decision-Zone Inc., a privately held cyber-security software company based in Ontario, Canada. The Agreement is subject to our Company increasing its authorized capital to allow for the issuance of the consideration shares. At October 17, 2016, the agreement has not yet closed.
Cash Requirements
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage 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, and possible cost overruns due to price and cost increases in services.
Over the next twelve months we intend to use any funds that we may have available to fund our Plan of Operation Not accounting for our working capital deficit of $174,782 as of August 31, 2016, we require additional funds of approximately $100,000 at a minimum to proceed with our plan of operation over the next twelve months. 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, 2016. 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. As at August 31, 2016 we had cash in the amount of $1,975 and a working capital deficiency in the amount of $174,782. As of August 31, 2016, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Plan of Operation
The Plan of Operation for the next 12 months is to raise $100,000 for the Phase 1exploration program on the Cache River Property.
The work completed to date on the Cache River Property has identified an area that could host significant copper and gold mineralization in a previously unexplored area. A program of prospecting, followed by trenching (if warranted) is recommended to field check all remaining IP anomalies prior to undertaking additional diamond drill holes. A budget estimate of $100,000 should suffice to complete the recommended prospecting and assaying of samples as well as a limited trenching program if required. This budget would also cover costs associated with the required site visit. Further diamond drilling will be dependent on results of the recommended work program.
Phase 1 Program Proposed Expenditures $ CDN
Project Management/Staff Costs $ 7,500
Geologists/technicians (mapping, prospecting compilation, reporting) $ 18,000
Geochemistry - Assaying rock/core (approx. 200 samples) $ 6,000
Field Costs (transportation, accommodation, fuel, etc.) $ 7,500
Trenching $ 7,500
Diamond Drilling – 300 meters all inclusive $ 42,000
Subtotal: $ 88,500
Contingency ~ 15% $ 11,500
Phase 1 Total $ 100,000
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