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A copy of this Memorandum, which comprises listing particulars relating to Gold Bar Development & Consulting, Ltd., prepared in accordance with the listing rules has been delivered to the Bermuda Stock Exchange (BSX). The BSX takes no responsibility for the contents of this Memorandum, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Memorandum. Reg 5.9(1) Sec. IIA (11),(16) An application has been made to the BSX for Gold Bar Development & Consulting, Ltd. Common Shares to be admitted to the official list on the BSX. Gold Bar Development & Consulting Ltd.’s listing became effective on July 3, 2012 and unconditional dealings in the Common Shares commenced on September 5, 2012 when the Company received approval from the BSX to waive the Restricted Marketing provisions relating to Qualified Investors as allowed by Regulation 4.10 in Chapter 4 of Section IIIA of the BSX Listing Regulations. The document does not constitute an offer or invitation for any person to subscribe for/or purchase any securities in Gold Bar Development & Consulting, Ltd. Gold Bar Development & Consulting Ltd. Registration number: 46468 Incorporated and registered in Bermuda on the 18th day of April, 2012 (“the Company” or “Gold Bar”) INTRODUCTION TO THE OFFICIAL LIST OF THE BERMUDA STOCK EXCHANGE Sponsored by Capital G BSX Services Limited Sec. IIA (12),(17) SHARE CAPITAL UPON ADMISSION Authorised Common Shares par value of US$.0001 each Issued and fully paid Number 102,001,000 Amount US$10,200.10 Number 102,001,000 Amount US$149,580,492 The Common Shares will rank in full for all dividends and other distributions declared, made or paid after the date on which the Common Shares are admitted to the Official List of the BSX. Before the issue of this Memorandum, there has been no public market for the Common Shares of Gold Bar in Bermuda, the United States, the United Kingdom or any other jurisdiction. Gold Bar does not represent that the Common Shares have any market value. The Common Shares if offered after listing would involve a high degree of risk. (See “Forward Looking Statements” and “Risk Factors” from pages 6-10). Such Common Shares may only be purchased by “Qualified Investors”, as described by Practice Note 1 of the BSX Listing Regulations; a copy of which is attached hereto as Annex 1. The date of this Memorandum is September 6, 2012

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  • A copy of this Memorandum, which comprises listing particulars relating to Gold Bar Development & Consulting, Ltd., prepared in accordance with the listing rules has been delivered to the Bermuda Stock Exchange (BSX). The BSX takes no responsibility for the contents of this Memorandum, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Memorandum. Reg 5.9(1)

    Sec. IIA (11),(16) An application has been made to the BSX for Gold Bar Development & Consulting, Ltd. Common Shares to be admitted to the official list on the BSX. Gold Bar Development & Consulting Ltd.s listing became effective on July 3, 2012 and unconditional dealings in the Common Shares commenced on September 5, 2012 when the Company received approval from the BSX to waive the Restricted Marketing provisions relating to Qualified Investors as allowed by Regulation 4.10 in Chapter 4 of Section IIIA of the BSX Listing Regulations. The document does not constitute an offer or invitation for any person to subscribe for/or purchase any securities in Gold Bar Development & Consulting, Ltd.

    Gold Bar Development & Consulting Ltd. Registration number: 46468

    Incorporated and registered in Bermuda on the 18th day of April, 2012

    (the Company or Gold Bar)

    INTRODUCTION TO THE OFFICIAL LIST OF THE

    BERMUDA STOCK EXCHANGE

    Sponsored by Capital G BSX Services Limited

    Sec. IIA (12),(17)

    SHARE CAPITAL UPON ADMISSION Authorised

    Common Shares par value of US$.0001 each

    Issued and fully paid

    Number 102,001,000

    Amount US$10,200.10

    Number 102,001,000

    Amount US$149,580,492

    The Common Shares will rank in full for all dividends and other distributions declared, made or paid after the date on which the Common Shares are admitted to the Official List of the BSX. Before the issue of this Memorandum, there has been no public market for the Common Shares of Gold Bar in Bermuda, the United States, the United Kingdom or any other jurisdiction. Gold Bar does not represent that the Common Shares have any market value. The Common Shares if offered after listing would involve a high degree of risk. (See Forward Looking Statements and Risk Factors from pages 6-10). Such Common Shares may only be purchased by Qualified Investors, as described by Practice Note 1 of the BSX Listing Regulations; a copy of which is attached hereto as Annex 1. The date of this Memorandum is September 6, 2012

  • Gold Bar Development & Consulting Ltd. Registration number: 46468 (Incorporated in Bermuda)

    Introduction to the Official List of the Bermuda Stock

    Exchange THIS MEMORANDUM HAS BEEN ISSUED BY GOLD BAR DEVELOPMENT & CONSULTING, LTD. (GOLD BAR) IN CONNECTION WITH THE LISTING OF ITS COMMON SHARES OF PAR VALUE OF US$.0001 (ONE ONE HUNDREDTH OF A CENT) EACH IN GOLD BAR ON THE BERMUDA STOCK EXCHANGE. THIS MEMORANDUM DOES NOT CONSTITUTE, OR FORM PART OF, ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY COMMON SHARES IN GOLD BAR, IN ANY JURISDICTION, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO ANY CONTRACT THEREFORE. THE COMMON SHARES HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION OR ANY REGULATORY AUTHORITY OF ANY STATE PASSED UPON OR ENDORSED THE MERITS OF THIS LISTING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE DISTRIBUTION OF THIS MEMORANDUM AND THE LISTING OF THE COMMON SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS, INTO WHOSE POSSESSION THIS MEMORANDUM COMES, ARE REQUIRED, BY GOLD BAR, TO INFORM THEMSELVES ABOUT AND TO OBSERVE SUCH RESTRICTIONS. THIS MEMORANDUM DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR, OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION, INCLUDING THE UNITED STATES. THIS MEMORANDUM MAY BE WITHDRAWN AT ANY TIME BEFORE THE PROPOSED LISTING AND IS SPECIFICALLY SUBJECT TO THE TERMS DESCRIBED IN THIS MEMORANDUM. FOLLOWING LISTING, ANY OFFERING OF COMMON SHARES (IF ANY) WOULD BE MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (SECURITIES ACT) AND CERTAIN US STATE SECURITIES LAWS FOR AN OFFER AND SALE OF SECURITIES NOT INVOLVING A US PUBLIC OFFERING AND ARE ONLY OFFERED IN A TRANSACTION WHEREIN THE PURCHASERS ARE US PERSONS WHO ARE ACCREDITED INVESTORS (AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR UK PERSONS WHO FALL WITHIN THE DEFINITION OF "RELEVANT PERSONS" IN ARTICLE 11 OF THE UK FINANCIAL SERVICES ACT 1986 (INVESTMENT ADVERTISEMENTS) (EXEMPTIONS) ORDER 1996 OR IN RESPECT OF US AND UK PERSONS AND PERSONS OF OTHER NATIONALITIES WHO ARE OTHERWISE PERMITTED BY LAW TO RECEIVE IT. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE LAWS OF BERMUDA AND AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A REGISTRATION OR EXEMPTION THERE FROM. ANY FUTURE PURCHASER OF THE COMMON SHARES IN MAKING ITS PURCHASE WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH HEREIN UNDER INVESTOR SUITABILITY REQUIREMENTS. SUCH PROSPECTIVE INVESTORS WILL BE MADE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF ANY INVESTMENTS IN THE COMMON SHARES DURING THE HOLDING PERIOD, IF ANY.

  • Gold Bar Development & Consulting Ltd. BSX Prospectus

    THIS MEMORANDUM IS HIGHLY CONFIDENTIAL AND HAS BEEN PREPARED BY GOLD BAR SOLELY FOR USE IN CONNECTION WITH THE PROPOSED LISTING OF ITS COMMON SHARES DESCRIBED HEREIN ON THE BSX. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE CURRENT HOLDERS OF COMMON SHARES AND THOSE PERSONS, IF ANY, RETAINED TO ADVISE SUCH CURRENT HOLDERS OF COMMON SHARES WITH RESPECT THERETO IS UNAUTHORISED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF GOLD BAR IS PROHIBITED. EACH PERSON WHO ACCEPTS DELIVERY OF THE MEMORANDUM AGREES TO THE FOREGOING AND (I) TO BASE SUCH PERSONS INVESTMENT DECISION SOLELY ON THIS MEMORANDUM AND SUCH PERSONS OWN EXAMINATION OF GOLD BAR AND THE TERMS OF ANY FUTURE OFFERING; AND (II) IF THE LISTING IS TERMINATED, TO RETURN THIS MEMORANDUM AND ALL DOCUMENTS DELIVERED HEREWITH TO GOLD BAR. EACH PERSON RECEIVING THIS MEMORANDUM ACKNOWLEDGES AND AGREES THAT (I) SUCH PERSON HAS BEEN AFFORDED A MEANINGFUL OPPORTUNITY TO REQUEST FROM GOLD BAR AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM; AND (II) NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING GOLD BAR OR ITS COMMON SHARES OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND IN WRITTEN INFORMATION PROVIDED BY DULY AUTHORISED OFFICERS AND EMPLOYEES OF GOLD BAR IN CONNECTION WITH VERIFICATION OF THE INFORMATION CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY GOLD BAR. NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET OUT HEREIN, AND NOTHING CONTAINED IN THIS MEMORANDUM IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR THE FUTURE. CERTAIN PROVISIONS OF VARIOUS INSTRUMENTS, INCLUDING, WITHOUT LIMITATION, THE ORDINARY SHARES, ARE SUMMARISED IN THIS MEMORANDUM, BUT HOLDERS OF COMMON SHARES AND FUTURE PROSPECTIVE INVESTORS SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL INSTRUMENTS, WHICH WILL BE MADE AVAILABLE TO HOLDERS OF COMMON SHARES AND FUTURE PROSPECTIVE INVESTORS ON REQUEST. HOLDERS OF COMMON SHARES AND FUTURE PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX OR INVESTMENT ADVICE. ALL HOLDERS OF COMMON SHARES AND FUTURE INVESTORS SHOULD CONSULT THEIR OWN LEGAL COUNSEL OR OTHER ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING INVESTMENT IN THE COMMON SHARES.

    Sec. IIA (3) THIS PROSPECTUS INCLUDES PARTICULARS GIVEN IN COMPLIANCE WITH THE LISTING REGULATIONS OF THE BERMUDA STOCK EXCHANGE FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO THE ISSUER. THE DIRECTORS COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS AND CONFIRM, HAVING MADE ALL REASONABLE ENQUIRIES, THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF THERE ARE NO OTHER FACTS THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN MISLEADING. NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE PROPOSED LISTING OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY GOLD BAR. THE DELIVERY OF THIS MEMORANDUM SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF GOLD BAR SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

  • Gold Bar Development & Consulting Ltd. BSX Prospectus

    TABLE OF CONTENTS

    Page

    CORPORATE ADVISORS 4 SUMMARY 5 FORWARD-LOOKING STATEMENTS 6 RISK FACTORS 6 BOARD OF DIRECTORS & OFFICERS 11 NATURE OF BUSINESS 15 DIVIDEND POLICY 37 DIRECTOR COMPENSATION 37 PRINCIPAL SHAREHOLDERS 37 DESCRIPTION OF COMMON SHARES 38 SHARES ELIGIBLE FOR FUTURE SALE 38 FINANCIAL MATTERS 38

    Audited accounts Gold Bar Development & Consulting Ltd. 41 REGISTRATION OF SHARE TRANSFERS 62 ANNUAL GENERAL MEETING 62 SERVICE PROVIDERS 62 MATERIAL DOCUMENTS 62 LISTING SPONSOR 62 ANNEX 1: QUALIFIED INVESTOR DOCUMENTS ANNEX 2: GOLD BAR PROJECTED INCOME & CASH FLOW STATEMENT ANNEX 3: MAP DETAILING CONCESSIONS

  • Gold Bar Development & Consulting Ltd. BSX Prospectus

    Sec. IIA (4) CORPORATE ADVISORS

    Gold Bar has appointed the following Corporate Advisors:

    1. Auditors

    Gregory Buczynski Gregory Scott International 875 N. Michigan Avenue Suite 3100 Chicago, IL United States 60611

    2. Primary Transfer Agent and Registrar

    M Q Services Ltd. Victoria Place 31 Victoria Street Hamilton HM 10, Bermuda

    3. Secondary Transfer Agent and Registrar Integral Transfer Agency 372 Richmond Street West, Suite 114 Toronto, ON M5V 1X6

    4. Principal Bankers Capital G Bank Limited 19 Reid Street Hamilton HM 11, Bermuda 5. International Legal Advisors

    Ken Bart Esq Bart and Associates, LLC 1357 S. Quintero Way

    Aurora, CO, United States 80017 6. Mining Consultants Gordon Smith Progressive Mining 139 Silverballi Street Meadowbrook Gardens Georgetown, Guyana 7. Listing Sponsors Capital G BSX Services Limited 25 Reid Street Hamilton HM 11, Bermuda 8. Investment Banking Consultants Primary Capital Ltd. New Venture House, 3 Mill Creek Road, 3rd Floor Pembroke, Bermuda HM05

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    SUMMARY

    The following summary is qualified in its entirety by more information detailed further in this Memorandum.

    Sec. IIA (2),(6),(30),(43)

    Gold Bar, Registration No.: 46468 is a Bermuda exempted company, incorporated on April 18, 2012, registered and existing under the laws of Bermuda, with a registered office at: Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda provided by M Q Services Ltd. and a principal office at: 152 Albert Street, Albertown, Georgetown, Guyana. The share register is kept at the registered office. The audited financial statements contained herein are those of Gold Bar, and its wholly owned subsidiary Smart Treadwear, LLC and at this time Gold Bar has no parent companies.

    Sec. IIA (22) History and Nature of Business The Company was established in 2012 and is focused on the exploration and development of gold deposits in the Guyana Shield of South America. Gold Bar Development & Consulting Ltd. plans to expand its gold operations throughout South America and across the Atlantic to West Africa. Guyana is a country consisting of vast, often untapped, natural resources. Endowed with extensive savannahs, productive land and forests, rich mineral deposits of gold, bauxite and diamonds, abundant water resources and Atlantic coastline, the country offers dynamic business opportunities across multiple sectors of the economy. The primary objective of Gold Bar Development & Consulting Ltd. is to build a world class, internationally recognized mining organization that will utilize its local knowledge of regions to find superior mining opportunities in remote terrain unreachable by most competitors. Our business strategy is to bring top-notch management and organization along with the most current mining technology deep into the jungles of Guyana to some of the most mineral rich plots of land on Earth. Our main focus will be on alluvial mining projects. Utilizing our alluvial mining approach, we will focus our energies on the 3-foot layer of gold rich gravel, which lines thousands of acres throughout the Cuyuni Region anywhere from 3 to 20 feet below the Earths surface. We will combine the alluvial mining techniques, which our team has practiced for the past couple of decades with the latest centrifuge technology to increase efficiency and extract more gold. The Companys principal property, The Cuyuni Project is an exploration stage alluvial gold mining project that will reach the development phase in June of 2012. The overall deposit contains an estimated reserve-resource of 240,000 ounces of Gold. A final mining feasibility study has been conducted in accordance with the requirements of AIM, a Market operated by the London Stock Exchange, in particular as described in the "Note for Mining and Oil and Gas Companies - June 2009, accompanied with proven deposits and probable reserves, audited financial statements, and a valuation. Such documents are available for inspection as supporting documentation. Reg 5.9(1) A detailed analysis of the probable reserves and pertinent geological data is presented on pages 18-20 beginning with the Primary Focus - The Cuyuni Project section. The planned mining operation will be comprised of a three-phase 8-year development plan. This operation requires a total investment of $10 million and will generate significant return on its own merit. The projected IRR (Internal Rate of Return) is 4% in year 1, 60% in year 2 and 140% in year 3. The NPV (Net Present Value) over eight years at 8% is $155.5M million, with Gold at $1,600 per ounce. Financial projections were generated over an eight-year period, and include the surface Gold only. Gold Bar will allocate approximately $500,000 toward a NI 43-101 geological report and a drilling program in Phase 3 in order to determine if the Company will continue to mine the property once all of the surface gold is extracted. The alluvial mining operation will produce an average of 30,000 ounces of Gold per year at a total cost of $1,144 per ounce. The majority of our Gold findings will be sold directly to the Guyana Gold Board and a small portion will be sold to private gold buyers in Guyana. The long-term development plan outlines a forty excavator, eighty-dredge operation that will have a centralized camp, which will house over 300 workers and include sleeping quarters and common areas.

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    Phase 1 of the long-term plan includes a one excavator and two dredge operation, which will produce an estimated 750 ounces of gold per year or 15 ounces per week. Phase 1 will increase cash flow close to $25,000 per week ($1,600 per ounce x 15 ounces) and will transition the company out of the exploration phase and into the development phase. Phase 2 will include the addition of 19 additional crews each consisting of 10 workers, 1 excavator and 2 dredges. The beginning of Phase 2 will consist of heavy infrastructure work including building the camp located in the core of the property and 4 main access roads moving outward from the core of the property to the perimeter in all four directions, North, South, West and East. Phase 2 demonstrates further increasing rates of return based on financial models and illustrates the property operating at 50% capacity. Phase 3 will include the addition of 20 more crews, initially increasing monthly output from 1,200 ounces and revenues of $1,920,000 per month to 2,400 ounces and $3,840,000 and ultimately increasing monthly output to 3,000 ounces and $4,800,000. The estimated total investment required to complete the long-term plan is $10,000,000.

    FORWARD LOOKING STATEMENTS This Memorandum contains or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Gold Bar's management, as well as estimates and assumptions made by such management. When used herein, the words 'anticipate', 'believe', 'expect', 'future', 'intend', 'plan', and similar expressions as they relate to Gold Bar, or Gold Bar 's management identify forward looking statements. Such statements reflect the current view of Gold Bar with respect to future events and are subject to risks, uncertainties and assumptions relating to Gold Bar's operations and results of operations and any businesses that may be acquired by Gold Bar. Should one or more of these risks or uncertainties materialise, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, intended or planned. Some of the factors, which may cause such a difference, are set out under 'Risk Factors' below.

    RISK FACTORS Investing in the Common Shares of Gold Bar involves a significant degree of risk to capital. There can be no assurance that Gold Bar will be successful in implementing its business plan and an investment in Gold Bar may result in investors losing some or all of their money. In addition to the other information in this Memorandum, the following risk factors should be considered carefully in evaluating Gold Bar and its business before purchasing Common Shares. Exploration, Development and Operating Risks Mining operations generally involve a high degree of risk. Gold Bars operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the excavating and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties, which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Gold Bar will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Gold Bar not receiving an adequate return on invested capital.

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    There is no certainty that the expenditures made by Gold Bar towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore. No History of Mineral Production Gold Bar has never had any interest in mineral producing properties prior to its interest in The Cuyuni Project and there is no assurance that commercial quantities of minerals will be discovered at any of the future properties of Gold Bar, nor is there any assurance that such future exploration programs of Gold Bar thereon will yield any positive results. Even if commercial quantities of minerals are discovered, there can be no assurance that any property of Gold Bar will ever be brought to a stage where mineral resources can profitably be produced thereon. Factors which may limit the ability of Gold Bar to produce mineral resources from future properties include, but are not limited to, the price of the mineral resources which are currently being explored for, availability of additional capital and financing and the nature of any mineral deposits. Gold Price Fluctuations The price of the Common Shares, Gold Bars financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of gold. Gold prices fluctuate widely and are affected by numerous factors beyond Gold Bars control such as the sale or purchase of gold by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold producing countries throughout the world. The price of gold has fluctuated widely in recent years, and future serious price declines could cause continued development of Gold Bars properties to be impracticable. Future production from Gold Bars properties is dependent on gold prices that are adequate to make these properties economically feasible. In addition to adversely affecting Gold Bars reserve and/or resource estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Operating Cost Fluctuations Gold Bar has incurred significant expenses in exploration and feasibility research. Although Gold Bar believes it has consistently adopted conservative assumptions in its estimations, no assurances can be given that such assumptions will prove to be accurate and, therefore, the operating costs of Gold Bar may prove to be higher or lower than those estimated. Potential Legal Disputes The mining industry often involves the division of ownership interests attached to a certain parcel of land. Mining rights are sometimes held separately from surface rights, and the diverse ownership of the distinctive rights may be held by parties with adverse interests. For this reason, potential investors should view the possibility of litigation costs to be a risk associated with investment in Gold Bar. Competition The mining industry is competitive in all of its phases. Gold Bar faces strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than Gold Bar. There is no guarantee that Gold Bar will be able to compete effectively or be able to achieve a positive result for its shareholders due to the level of competition in the area. Market Conditions The gold market is relatively liquid compared with many other commodity markets. Physical demand for gold is primarily for fabrication purposes, including jewelry, which accounts for up to eighty percent of fabricated gold products, as well as electronics, dentistry, decorations, medals and official coins. In addition, central banks, financial institutions and private individuals buy, sell and hold gold bullion as an investment and as a

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    store of value. The use of gold as a store of value (a consequence of the tendency of gold to retain its value in relative terms against basic goods, and particularly in times of inflation and monetary crisis) and the large quantities of gold held for this purpose in relation to annual mine production have meant that, historically, the potential total supply of gold is far greater than demand at any one time. Thus, while current supply and demand play some part in determining the price of gold, this does not occur to the same extent as with other commodities. Instead, the gold price has from time to time been significantly affected by macro-economic factors such as expectations of inflation, interest rate changes, exchange rate changes, changes in reserve policy by central banks, and by global or regional political and economic events. In times of price inflation and currency devaluation, gold is often bought as a store of value, leading to increased purchases and support for the price of gold. However, the gold market is susceptible to market influences that could adversely affect the Companys financial position. Management of Growth The company believes that it has a capable and knowledgeable management team, however, if the Company grows it may need to retain and hire experts in the field. The inability to locate and hire capable management personnel could negatively affect operations. Additional Capital The development and exploration of Gold Bars properties may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of Gold Bars properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to Gold Bar. Gold Bar is in need of cash resources to implement its immediate business strategy, which focuses on advancing the projects that are currently under Gold Bars control. Near term goals include: financing Phase 2 and Phase 3 of The Cuyuni Project. However, expansions and new mining projects undertaken by Gold Bar could require additional capital. The Directors of Gold Bar believe that the income forthcoming from mining operations during its first two full operational years will be adequate to satisfy the capital and operating requirements of Gold Bar during the immediate future. Any decrease in Gold Bars growth rate, shortfalls in anticipated revenues, increases in anticipated expenses, or significant acquisition opportunities could have a material adverse effect on Gold Bars liquidity and capital resources and could require Gold Bar to raise additional capital from public or private equity or debt sources. There can be no assurance that Gold Bar will be able to raise any such capital on terms acceptable to Gold Bar or at all. Unforeseen Costs Should any unforeseen issues occur, Gold Bar might not obtain adequate cash flow from its operations as anticipated. Gold Bar may be unable to raise any additional capital on desirable or acceptable terms. If further financing cannot be sourced in adequate amounts, or secured on satisfactory terms, then Gold Bar may be unable to pursue new projects or to continue operations at desired levels. Fluctuations in Quarterly Operating Results Gold Bar may experience variations in its income on a quarterly basis because of many factors, including seasonal factors affecting costs and delays in income. If revenues do not meet expectations in any given quarter and Gold Bar is unable to adjust spending in a timely manner, operating results could be affected materially. Shortage of Working Capital It is possible that the Company will have a shortage of working capital if it is unable to derive revenue from its mining properties or from raising funds from outside sources. Should this not be sufficient, Gold Bar may be required to borrow money as may be necessary for its business operations.

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    Market for the Common Shares There is no existing market for the Common Shares and no assurances can be given that a market will develop for the Common Shares or, if such markets develop that they will continue. Accordingly, investors may be unable to realize their investment in the Common Shares. Market Price of Common Shares Securities of micro- and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Companys share price is also likely to be significantly affected by short-term changes in gold prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to Gold Bars performance that may have an effect on the price of the Common Shares include the following: the extent of analytical coverage available to investors concerning Gold Bars business may be limited if investment banks with research capabilities do not continue to follow the Company; lessening in trading volume and general market interest in the Companys securities may affect an investors ability to trade significant numbers of Common Shares; the size of the Companys public float may limit the ability of some institutions to invest in the Companys securities; and a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Companys securities to be delisted from the exchange on which they trade, further reducing market liquidity. As a result of any of these factors, the market price of the Common Shares at any given point in time may not a accurately reflect Gold Bars long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert managements attention and resources. Future Sales of Common Shares by Existing Shareholders Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Companys ability to raise capital through future sales of Common Shares. Dependence on Key Personnel The Companys success depends upon the continued efforts of its senior management team and its technical personnel. Such employees may voluntarily terminate their employment with the Company at any time. The Companys success also depends on its ability to attract and retain additional highly qualified management and technical personnel. The process of hiring employees with the combination of skills and attributes required to carry out the Companys strategy can be extremely time-consuming. There can be no assurance that the Company will be able to retain or integrate existing personnel or identify and hire additional personnel. The loss of the services of key personnel, or the inability to attract additional qualified personnel, could materially affect the Companys business, financial condition and results of operations. Significant Control The largest shareholders of Gold Bar are Saratu Phillips, Bryan Bardes, and Primary Capital Ltd. As a result, collectively, they will have the ability to influence Gold Bar and the direction of its affairs and business. Government Regulation The mining, processing, development and mineral exploration activities of Gold Bar are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Exploration may also be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploration and production, price controls, export controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organizations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labor relations,

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    limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of inflation, increased financing costs, and site safety. This may affect both Gold Bars ability to undertake exploration and development activities in respect of present and future properties in the manner contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. Although Gold Bar believes that its exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which could limit or curtail development or future potential production. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on Gold Bar. Political Risks All of Gold Bars current operations are presently conducted in Guyana, South America and as such, Gold Bars operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, currency exchange rates; high rates of inflation; labor unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange; and changing political conditions; currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Future political actions cannot be predicted and may adversely affect Gold Bar. Changes, if any, in mining or investment policies or shifts in political attitude in the country of Guyana may adversely affect the Companys business, results of operations and financial condition. Future operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. The possibility that future governments may adopt substantially different policies, which may extend to the expropriation of assets, cannot be ruled out. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Companys consolidated business, results of operations and financial condition. Licensing Matters Gold Bars operations are subject to receiving and maintaining permits and licenses from appropriate governmental authorities. Although Gold Bar currently has all required permits and licenses for its operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits and licenses for the existing operations or additional permits or licenses for all future new operations. There can be no assurance that Gold Bar will continue to hold all permits and licenses necessary to develop or continue operating at any particular property, or that any such licenses or permits awarded will not be cancelled pursuant to applicable legislation. Infrastructure Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather-phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Gold Bars operations, financial condition and results of operations. Exchange Rate Fluctuations Exchange rate fluctuations may affect the costs that Gold Bar incurs in its operations. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold production in US dollar terms. Most of the Companys expenditures that occur in Guyana are paid in Guyana currency. Accordingly, a strengthened U.S. dollar relative to the Guyanese dollar would negatively impact the Company.

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    BOARD OF DIRECTORS

    Gold Bar Development & Consulting, Ltd. Sec. IIA (41)

    Position Name Nationality Chairman of the Board Saratu Phillips American Director Bryan Bardes American Director Moussa Traore Ivorian Director Ian Stone Bermudian Director Nicholas J. Hoskins Bermudian None of the directors has ever been found guilty in disciplinary proceedings by an employer or regulatory body due to dishonest activities, or has been barred from entry into any profession or occupation. None of the directors, nor any company of which they were directors, shadow directors or alternative directors, has, at any time, been convicted in any jurisdiction of any criminal offence, or an offence under legislation of any Act. The business address for the above directors is: Victoria Place, 31 Victoria Street Hamilton HM 10, Bermuda.

    OFFICERS

    Gold Bar Development & Consulting, Ltd.

    Sec. IIA (41)

    Position Name Nationality CEO Saratu Phillips American CFO/Vice President of Investments Bryan J. Bardes American Vice President of Operations Peter Phillips Guyanese General Manager Clayton Ambrose Guyanese

    The business address for the above officers is: Victoria Place, 31 Victoria Street Hamilton HM 10, Bermuda. Duties, Functions and Responsibilities of the Board of Directors Over and above their duties formulated in the By-laws, the Board of Directors are responsible for the formulation of policy regarding financial management, general budgeting, administrative policy, marketing, product development, initiating research and development of new projects and controlling and monitoring the performance of the Company.

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    Sec. IIA (27),(41),(42) Management Saratu Phillips, CEO & Chairman of the Board, Age: 36 Mr. Phillips was born and raised in Guyana where he was exposed at a very young age to the gold mining business. He moved to the US in 1994 to pursue his studies at the New York City College of Technology where he earned a degree in Telecommunications Technology with a minor in Engineering. In 2003, he co-founded Rogue Networks which specialized in consulting for companies in both Guyana and the US which were implementing new telecommunication systems including data satellite, WIFI equipment, wireless long range telephones, and other technical equipment. It was during this time he took on a variety of mining clients in Guyana. While back in Guyana, he excelled in the intricacies of setting up and maintaining systems in very remote locations. He then went on to found Astrolobe Technology in 2006 where he was able to utilize his specialized skills and international business knowledge to negotiate contracts with both mining companies and local government agencies. In 2010 he purchased a controlling interest in Marquis Tech Holdings, a publically traded company in the US. He was CEO and Director of Marquis Tech from January 2011 through March 2012 when he sold the company. Mr. Phillips has a robust network of companies in both the US and South America which he will be working with to grow the operations of Gold Bar Development & Consulting Ltd. Bryan J. Bardes, CFO & Vice President of Investments, Secretary Age: 30 Bryan J. Bardes graduated from the University of Massachusetts Amherst in 2004 with a Bachelor of Science degree in Accounting. He received his CPA license in 2006. Bryan has over four years of experience working for a Big Four accounting firm in Manhattan. During his tenure at KPMG, he primarily worked in their real estate group leading audit engagements. He also worked on numerous tax and advisory projects as well. His key strengths include assessing risk in the internal control environment of his clients while documenting & testing their critical controls. His clients included some of the biggest real estate funds, investment management companies, and real estate developers, including: ING Clarion, Tishman Speyer, Macklowe Properties, Jamestown, Taconic Investment Partners, and The Related Companies. Bryan then spent a year working for a Boston based private real estate firm with over $3B in assets, where he oversaw the property accountants and was directly responsible for the consolidation of accounting information for over 150 properties. In 2008, Bryan co-founded Spire Investment Group where he successfully raised capital in both private and public markets for real estate ventures and start up technology companies. For the past four years, he has consulted for dozens of publically traded entities as well as buyers, sellers, private equity funds and financial advisors in public and private M&A transactions, including leveraged buyouts, mergers, acquisitions, dispositions and recapitalizations. Bryan has also consulted for issuers and investors in public and private securities transactions, including public offerings, and venture capital financings. In 2012, he was appointed Chief Financial Officer and Director of Gold Bar Development & Consulting Ltd. Peter Phillips, Vice President of Operations, Age: 40 Peter Phillips has an extensive 20-year track record of working in the mining industry. Born in raised in Guyana, Peter began as a pit worker at a local alluvial gold mining operation in the Quartz Stone region of Guyana at the age of 20. As a pit worker, he was exposed to the most labor-intensive part of the operation. It was here where he would learn the foundation of successful alluvial mining operations. Always eager to advance, Peter familiarized himself with all heavy equipment onsite, and always assisted where he could eventually learning to operate excavators, tractors, and bulldozers. 5 years later, at the age of 25, he was promoted to general manager of the operation, where he spent one year before going out and starting his own gold mining operation in Peruni-Tiger Creek region. He and his partner spent two years working their own lease, successfully mining close to 2,000 ounces with a basic set up. He and his partner then moved their operation to the Oku-Cuyuni region where they spent 3 years running an alluvial mining operation consisting of 20 workers. It was here where Peter honed in on his management skills and was able to keep the main camp in operation for 3 years, while delegating more of the daily operations to his general manager at the time. This enabled Peter to travel throughout the region networking between different camps, and obtaining a more thorough understanding of the newest technology and best practices, so that he could apply them to his own operation. In 2006, Peter moved his operations to the Aranka-Cuyuni region where he has since mined thousands of ounces of gold. Aside from overseeing his main operations, he acted as an independent consultant to outside operations within his network. While the consulting he did was not his primary source of income, it enabled him to keep a broad knowledge of the entire region, and gave him first hand access to the interworkings of dozens of different camps and operating environments. Peters vast

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    knowledge of the regions within Guyana, and his thorough network of mid-size mining companies makes him an invaluable asset to Gold Bar. Clayton Ambrose, General Manager & Engineer, Age: 44 Clayton Ambrose has worked with and shadowed Peter Phillips for over 10 years. He started his career in the mining industry in 1987 in Guyana. He began working with Peter on a mining project in the Peruni-Tiger Creek Region. He has over 25 years of experience in the mining industry and has traveled to mining camps in every region of Guyana. Clayton is an expert Excavator Operator, Engineer, and Mechanic. He also has significant experience in accounting and purchasing for various jobs and has excellent management skills. He has experience working in every position of an alluvial gold mining operation and has taught and mentored over a hundred workers. He has an in depth knowledge of engines and hydraulic systems. He has seen, diagnosed, and successfully fixed virtually all combinations of engine and hydraulic failure. He has also performed maintenance on all equipment including but not limited to excavators, dredges, engines (both diesel & gasoline), pumps, bulldozers, trucks, ATVs, and tractors. His 25 years of experience living and working in the rain forest in Guyana has given him a natural sense of the terrain and the ability to navigate the most remote projects in the country and is a vital resource to Gold Bar. In addition to management listed above, the Company currently employs a crew of eight miners who report directly to Clayton Ambrose, the Companys General Manager. The Company has a total of twelve employees.

    Sec. IIA (41) Directors Saratu Phillips, Director, Age: 36 (See above) Bryan J. Bardes, Director, Age: 30 (See above) Moussa Traore, Director, Age: 43 Mr. Traore is an entrepreneur with significant experience in international business. In 2006, he founded VS Research Group which promotes the safety and soundness of vehicle systems and fosters cooperation within the industry for overall collective benefit by seeking out top tier technologies within the industry, acquiring those technologies, and utilizing its broad knowledge base and network of connections within the industry to transform engineering visions into practical realities. Over the past five years, he has consulted for numerous ventures in both the US and Africa. He has an extensive understanding of marketing products through international distribution channels. Since 2006, he has grown VS Research Group form a small start up to a marketing and research firm with assets in excess of $4M. Ian Stone, Director, Age: 47 Ian Stone is a Senior Counsel in the Corporate Department and has been with Wakefield Quin Limited since 2004. His areas of experience include IPOs, public company and capital markets transactions, advising on offshore corporate and partnership structures, project financing, banking transactions, acquisitions and mergers, group restructuring and general corporate work.

    Prior to joining Wakefield Quin Limited Ian was a Partner at Halliwells in Manchester until 1999 and senior corporate counsel at Appleby in Bermuda from 1999 to 2004. Ian was educated in Manchester, England and at Sheffield University and was called to the Bermuda Bar in 2004.

    Nicholas J. Hoskins, Director, Age: 45

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    Nicholas Hoskins is a Senior Counsel and Managing Director of Wakefield Quin Limited and has been with the Company since 1997 when it was previously Hector, Wakefield Dwyer and Pettingill. He works in the Corporate, Trusts and Financial Services Department practicing in the areas of general corporate, commercial, transactional and Trusts as well as private client work.

    Nicholas was born in Bermuda and educated in England. He is a member of Middle Temple, London and was called to the English Bar in 1992 and the Bermuda Bar in 1993. Consultants Progressive Mining

    Sec. IIA (8.1) Progressive Mining has been in business in Guyana since 1995 and has consulted for over 50 alluvial mining operations throughout the Quartz Stone, Peruni-Tiger Creek, Oku, and Aranka-Cuyuni regions of Guyana. Gordon Smith, President of Progressive Mining attended the City and Guilds of London Institute where he received his Radio & Line Transmission as well as his Principles of Radio Transmission in 1980. He then went on to spend 15 years in the telecommunications industry working for Guyana Telephone & Telegraph Company (GTT) where he held the following titles: Technician-Radio Workshop, Senior Technician, and Technical Officer-Radio Lab., Senior Production Officer and Head of Materials Production, Engineer-Radio Systems Operation, and Engineer-International Radio Systems Operation. During his tenure at GTT, Mr. Smith gained a thorough understanding of telecommunications and went on to found Progressive Mining in 1995 where he managed dozens of clients throughout the interior of Guyanas remote rain forest. One of his biggest clients was Omai Gold. Beginning in 1993, Omai Gold Mines Limited, a consortium between a Canadian company and the government of Guyana, carried out operations at the Omai Gold Mine using funding received from the World Bank and the International Monetary Fund. Located in the Essequibo region, Omai was one of the largest open pit gold mines in the world. At the time it was built, in the early nineties, Omai was the largest gold mine in South America. In a period spanning 13 years, Omai produced some 3.7 million ounces of gold during a period when the price of gold was approximately US $300 an ounce. Mr. Smiths telecommunications background brought him in constant contact with alluvial miners looking to either set up new telecommunications systems or troubleshoot their current systems deep in the jungle. Mr. Smith was exposed early to the interworkings of alluvial mining camps and shortly after founding Progressive he was offering a full array of alluvial mining consulting services including: mine development, alluvial mining production, environmental compliance, financial evaluation, mine commissioning, long and short range mine planning, telecommunications, and logistical optimization with a variety of deposit types of gold. Mr. Smith has since consulted for numerous publically traded companies working in Guyana, which cannot be disclosed due to confidentiality agreements.

    Sec. IIA (8.1)

    Progressive Mining has no shareholdings in Gold Bar and no right to subscribe for or to nominate persons to subscribe for securities in Gold Bar.

    Sec. IIA (8.2)

    Progressive Mining has not withdrawn its written consent to the issue of this prospectus with the inclusion of its competent persons report and any sections from the report, which is included in the prospectus.

    Sec. IIA (8.3)

    The following sections: Cuyuni Project Mining Concessions, Sampling Program, Sampling Results and Test Pit Location Map located on pages 20 and 21 of this prospectus have been taken from the Competent Persons Report/Mining Feasibility Study done on the Cuyuni Project dated April 23, 2012. The Competent Persons Report was not made by the expert for incorporation in the prospectus, however Gold Bar has obtained consent from Progressive Mining to use it in the prospectus.

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    NATURE OF BUSINESS Mineral resource companies focus on the exploration and development of ore bodies for the purpose of exploiting the contained minerals in an economically attractive fashion when feasible. Typically there are several stages of development with companies that specialize in specific phases of development. Junior exploration companies undertake high risk, early stage exploration and drilling. Mid tier companies undertake advanced drilling and feasibility work and or own and or operate medium scale mining operations. Senior companies tend to acquire advanced stage properties or producing mines. The most lucrative stages of mineral resource development are typically observed with exploration and mid tier companies where higher risk is associated. Senior mining companies limit risk by acquiring, joint venturing or optioning properties in advanced stages with smaller or mid tier exploration companies that focus on achieving higher returns for investors. Gold Bar is at this early stage, a small company that intends to achieve mid-tier status by entering the exploitation phase, furthering exploration, excavating, dredging and mining of its current property and potentially acquiring additional properties that have a proven record of producing consistent and substantial amounts of gold or other valuable minerals. This strategy is employed by many comparable companies and is a proven model for rapid growth when successful discoveries are made. The eventual goal of Gold Bar is to utilize the cash flow generated by The Cuyuni Project to explore and develop additional properties until it is determined prudent to sell all or portions of its assets to senior companies. Gold Bar has focused its initial efforts in Guyana, South America, which is situated in the Cuyuni/Mazaruni Region. Gold Bar also intends to grow its mining operations to the point where it can also acquire mining properties in West Africa. About Guyana Guyana, officially the Co-operative Republic of Guyana, previously the colony of British Guiana, is a sovereign state on the northern coast of South America that is culturally part of the Anglophone Caribbean. Guyana was a former colony of the Dutch and (for over 200 years) of the British. It is the only state of the Commonwealth of Nations on mainland South America, and the only one on that continent where English is an official language. It is also a member of the Caribbean Community (CARICOM), which has its secretariat headquarters in Guyana's capital, Georgetown. Guyana achieved independence from the United Kingdom on 26 May 1966, and became a republic on 23 February 1970. In 2008 the country joined the Union of South American Nations as a founding member. (1) Historically, the region known as "Guiana" or "Guyana" comprised the large shield landmass north of the Amazon River and east of the Orinoco River known as the "Land of many waters". Historical Guyana is made up of three Dutch colonies: Essequibo, Demerara, and Berbice.2 Modern Guyana is bordered to the east by Suriname, to the south and southwest by Brazil, to the west by Venezuela, and on the north by the Atlantic Ocean. (2) Situated on the mineral rich Guyana Shield, Guyana has attracted international interest from the largest mining companies in the world. While the mining sector is primarily focused on gold, bauxite and diamonds, Guyana also contains deposits of semi-precious stones, laterite, manganese, kaolin, sand resources, radioactive minerals, copper, molybdenum, tungsten, iron, and nickel among others. Guyana produces high-value refractory-A grade bauxite, which is produced nowhere else except in China. The mining and quarrying sector represents a critical component of Guyanas economy, contributing to over 9 percent of GDP and accounting for approximately 38 percent of exports in 2006. In 2006, Guyana produced nearly 1.45 million metric tons of bauxite, 205,970 ounces of gold and 340,544 metric carats of diamonds. (3) The Guyana Government has, and is continuing to look to private industry and international investors in order to expand opportunities for the bauxite sector. In 2007, allowed a China organization, the Bosai

    1 Guyana Office For Investment, Investment Guide 2 Guyana Office For Investment, Investment Guide 3 Guyana Office For Investment, Investment Guide, page 24

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    Minerals Group, to acquire the 70% share in the Linden bauxite operations that were previously held by the parent company of Omai Bauxite Mining Inc. Bosai Minerals Group paid US$46M for this acquisition with thirty-percent of the purchase price being retained by the Guyana Government. The Berbice bauxite plant, Aroaima Mining Company, was also privatized. The Russian aluminum giant RUSAL, acquired a 90%, stake in the Berbice operations at a cost of US$20M. The remaining, 10% is owned by Government. RUSAL has commissioned a study to determine the feasibility of establishing an alumina plant and is also considering building an alumina smelter plant. With these recent investments, bauxite production is expected to increase by more than 50%. (4) In 2005, gold production was significantly reduced as economical deposits at the Omai Gold mines were exhausted. In the past, Omai produced approximately 70 percent of Guyanas gold. This closure, combined with high gold prices, has precipitated a surge in exploration for new gold deposits. The prospects are encouraging with exploration results suggesting that at least one million ounces of gold deposits are accessible in each of two new sites. Once confirmed, production at these sites could start within two years. Furthermore, with the increase in world gold prices, deposits that were previously uneconomical to extract are now economical. This may result in a restart of the Omai mine where between 70,000 and 100,000 additional ounces could be mined per year. (4) Political Overview Office Name Party Since President Donald Ramotar People's Progressive Party 3 December 2011 Prime Minister Sam Hinds People's Progressive Party 11 August 1999

    Executive authority is exercised by the president, who appoints and supervises the prime minister as well as a cabinet of ministers. The President is elected by direct vote for a five-year term and is the supreme executive authority, Head of State and Commander-in-Chief of the armed forces. The President is limited to two consecutive terms. (5) The president has the authority to dissolve the parliament, but in contrast to nearly all parliamentary regimes, the Constitution of Guyana does not provide any mechanism for parliament to replace the president during his or her term of office, except in case of mental incapacity or gross constitutional violations. This makes Guyana an "assembly-independent" regime (Shugart and Carey 1992) much like Switzerland. (5) Only the prime minister is required to be a member of the assembly. In practice, most other ministers also are members. Those who are not serve as nonelected members, which permit them to debate but not to vote. The president is not a member of the National Assembly but may Address it at any time or have his address read by any member he may designate a convenient time for the Assembly. Under Guyana's constitution the President is both the Head of State and Head of Government of the Co-operative Republic of Guyana. (5) Guyanas legal system is based on British Common Law, with a three-tiered court system. The three tiers of the court system consist of Magistrates Courts, the High Court, and the Court of Appeals. Appeals stemming from decisions of the Court of Appeals may also be taken to the Caribbean Court of Justice. (6) For administrative purposes, Guyana is divided into 10 regions, each headed by a chairman who presides over a regional democratic council. Local communities are administered by village or city councils. The regions are Barima-Waini, Cuyuni-Mazaruni, Demerara-Mahaica, East Berbice-Corentyne, Essequibo Islands-West Demerara, Mahaica-Berbice, Pomeroon-Supenaam, Potaro-Siparuni, Upper Demerara-Berbice and Upper Takutu-Upper Essequibo. (6) 4 Guyana Office For Investment, Investment Guide, page 24 5 Guyana Office For Investment, Investment Guide 6 Guyana Office For Investment, Investment Guide

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    Economic Overview (6) Summary GDP/PPP (2007 estimate) US$3.082 billion (US$4,029 per capita) Real growth rate 3.6% Inflation 12.3% Unemployment 9.1% (2000, understated) Arable land 2% Labour force 418,000 (2001 estimate) Agricultural produce sugar, rice, vegetable oils, beef, pork, poultry, dairy products, fish, shrimp Industrial produce bauxite, sugar, rice milling, timber, textiles, gold mining

    Natural resources bauxite, gold, diamonds, hardwood timber, shrimp, fish Exports US$621.6 million (2006 estimate) sugar, gold, bauxite/alumina, rice, shrimp, molasses, rum, timber, rice, sugar. citrus fruits. Imports US$706.9 million (2006 estimate) manufactured items, machinery, petroleum, food. Major trading partners Canada, US, UK, Portugal, Jamaica, Trinidad and Tobago, China, Cuba, Singapore, Japan, Brazil, Suriname (2009)

    Currency & Dollarization The Guyanese dollar (currency sign: $ and G$; ISO: GYD) has been the unit of account in Guyana (formerly British Guiana) since 29 January 1839. Originally it was intended as a transitionary unit to facilitate the changeover from the Dutch guilder system of currency to the British pound sterling system. The Spanish dollar was already prevalent throughout the West Indies in general, and from 1839, the Spanish dollar unit operated in British Guiana in conjunction with British sterling coins at a standard conversion rate of one dollar for every four shillings and twopence. In 1955 the British sterling coinage was replaced with a new decimal coinage, which was simultaneously introduced through all the British territories in the Eastern Caribbean. The long-standing sterling exchange rate of four shillings and twopence to the dollar finally lapsed on 9 October 1975. The Guyanese dollar is normally abbreviated with the dollar sign $, or alternatively G$ to distinguish it from other dollar-denominated currencies. (6) Guyanese Mining Law The Guyana Geology and Mines Commission (GGMC) is the government entity responsible for the promotion of mineral development. The GGMC is a self-financing organization, with surpluses beyond statutory reserves being transferred to the National Treasury. Among other functions, GGMC provides technical assistance and advice on mining, mineral processing, mineral utilization and marketing of mineral resources. It conducts research in exploration, mining, and utilization of minerals and mineral products. It is responsible for enforcing the conditions of mining licenses, mining permits, mining concessions, prospecting licenses (for large scale operations), prospecting permits (for medium and small scale operations) and quarry licenses. Finally, it is responsible for the collection of rents, fees, charges, levies, etc. payable under the Mining Act. (14)

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    Standard Fiscal Regime For Extraction of Minerals Mining on a Large Scale: Gold and Precious Metals, Diamonds and Precious Stones Royalty: 5% of production or of gross revenues Income Tax: 35% Depreciation: 20% Zero rates of duty on all equipment, process materials and spares to be used during and in the course of surveys, prospecting and mining No free equity to State, but the State shall have the right to nominate a member of the Board Withholding tax set at 6.25% of dividends Stability clause- for each mine developed, all conditions maintained for the duration of 15 years from the start of commercial production or the life of the deposit, whichever is shorter, then general rules for duties, income tax and withholding tax apply (7) Bauxite and other Minerals (except sand and stone) Royalty: 1.5% of gross revenue for gold; 3% of gross revenue for diamonds Income tax: 2% of gross revenue, in lieu of Income Tax. If the permit holder is a corporation, corporation tax is payable at the rate of 35% of taxable income. Duty exemptions on a range of items (7) Mining on a Medium and Small Scale: Royalty: 5% of gross revenue for gold; 3% of gross revenue for diamonds Income Tax: 2% of gross revenue, in lieu of Income Tax. If the permit holder is a corporation, corporation tax is payable at the rate of 35% of taxable income Duty Exemption on a range of items (7) The Government is interested in securing large-scale investors for the mining industry, especially in the areas of gold and bauxite, for exploration purposes and to improve the efficiency and productivity of operations. The licensing regime established for this sector embraces a royalties and fiscal system, which provides investors with attractive terms for exploration and production projects. It should be noted, however, that foreign investors cannot, hold small or medium scale properties (up to 1,200 acres) except in partnership with Guyana firms. Gold Bar is able to hold its interest in the Cuyuni Project, a medium scale property through its joint venture with a private Guyanese firm. Mining is a trenchant sector of the Guyanese economy, with well-established rules of the game and a safe operating environment that offers investors flexibility in establishing the infrastructure and operations necessary for the to be successful. A variety of government entities are involved in regulating the gold mining industry. The Guyana Gold Board (GGB) is a marketing board that serves as the countrys sole official buyer of gold. As the government agency responsible for managing the mineral and petroleum sectors, GGMC has the most direct control over mining operations. Headed by a commissioner, it administers the Mining Act and Mining Regulations to promote mining as a source of development for Guyana. The Geological Surveys and Mines Department established GGMC in 1979, and it now operates as a semi-autonomous corporate body owned by the government. Its responsibilities include creating opportunities for rapid economic development in the mineral sector, providing the public with prospecting information about economically valuable mineral prospects, and regulating all activities in the mineral sector. It also provides technical assistance and advice in mining, mineral processing, and marketing of mineral resources. GGMC enforces the conditions of a variety of

    7 Laws of Guyana, Mining Act, Chapter 65:01

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    mining licenses, permits, and concessions and collects revenues under the Mining Act and its implementing regulations. GGMC reports to the Minister of Mines, currently Prime Minister Samuel Hinds. GGMC is self-financed and pays the salaries of its employees, including mines officers, out of taxes collected on mined minerals. GGMC processes all applications for mineral properties in Guyana. Miners must apply first for prospecting licenses and then for mining licenses. GGMC also determines which areas of the country are open to mining exploration. There are currently six mining districts: Berbice, Potaro, Mazaruni, Cuyuni, the Northwest District, and Rupununi. GGMC divides mining operations into three categories based on scale: 1) Small scale for areas of up to 1,500 by 800 feet for a land claim or up to one mile of a navigable river for a river claim; 2) Medium scale, for areas between 150 and 1,200 acres; 3) Large scale. The only large-scale gold mine in Guyana, Omai, ceased operations in the third quarter of 2005 although more large-scale mines are expected in the future. Small-scale mining claims make up the overwhelming majority of mining claims in Guyana; there is no limit on how many small scale claims one permit-holder may acquire. Medium scale claims are reserved for Guyanese miners and the number of active medium scale miners may be a small fraction of the number of total mines. The Cuyuni Project is considered a medium scale operation and meets the requirements as it is through a joint venture with a Guyanese corporation.

    Sec. IIA (28) Primary Focus: The Cuyuni Project The Cuyuni Project is located approximately 170 km west of Georgetown, the capital of Guyana and 130 km from Bartica, a settlement at the junction of the Essequibo and Cuyuni rivers that forms the rallying point for work in the northwestern interior of Guyana. The property consists of approximately 1,162 acres within the following coordinates: Point 1: Longitude 59 degree 3644W Latitude 6 degree 5136N Point 2: Longitude 59 degree 3740W Latitude 6 degree 5137N Point 3: Longitude 59 degree 3740W Latitude 6 degree 5236N Point 4: Longitude 59 degree 379W Latitude 6 degree 5316N Point 5: Longitude 59 degree 3643W Latitude 6 degree 5316N The Company has a 95% interest in the Cuyuni Project (with the other 5% being held by a private Guyanese corporation) subject to a 5% royalty payable to and determined at the discretion of the Guyana Geology and Mines Commission (the GGMC).

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    Mining Summary The Cuyuni Project is a 1,162-acre alluvial gold mining project. Gold Bar believes this project has the potential to create jobs for hundreds of Guyanese with minimal negative impact both environmentally and socially. The mining project will begin with the first of forty planned crews beginning production in May. The project will be broken into three phases. The first phase begins with the first crew equipped with an excavator and two dredges and then will be expanded to accommodate thirty-nine additional excavators and seventy-eight additional dredges. Costs associated with the first excavator and two dredges are $200K, which is projected to generate an average of over $1.2 million in operating cash flow annually. A combination of the free cash flow and outside financing will enable the Company to place thirty-nine additional dredges at an estimated cost of $10 million. Phase 2 will include the addition of 19 additional teams each consisting of 8 workers, 1 excavator and 2 dredges. The beginning of Phase 2 will consist of heavy infrastructure work including building the camp located in the core of the property and 4 main access roads moving outward from the core of the property to the perimeter in all four directions, North, South, West and East. Phase 2 demonstrates further increasing rates of return based on financial models and illustrates the property operating at 50% capacity and increasing monthly output from 60 ounces and revenues of $100,000 per month to 1,200 ounces and $1,920,000. Phase 3 will include the addition of 20 more teams, increasing monthly output from 1,200 ounces and revenues of $1,920,000 per month to 2,400 ounces and $3,840,000 and ultimately increasing monthly output to 3,000 ounces and $4,800,000. All the dredging sites will be conducted within the Companys concessions delimited in The Cuyuni Project and will be relatively short distances from one another. Though the Company intends to focus considerable amounts of capital into this project, it will also be consulting for other clients who are looking for mining opportunities in the region. A policy of growth through accretive acquisitions will also be considered and may further enhance the Companys growth and income prospects.

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    The Resource (The Cuyuni Project) Over the past six months, Gold Bar has completed a program of surface sampling to investigate the regional geology of The Cuyuni Project. This has shown a continuous deposit of gravels at varying depths ranging between 3 and 20 feet below the surface. A combined reserve-resource of 130,680,000 cubic feet of gold bearing sands and gravels delimited from the greater concession area contains an estimated 240,000 ounces of fine gold. The following sections: Cuyuni Project Mining Concessions,, Sampling Program, Sampling Results and Test Pit Location Map have been taken from the Competent Persons Report/Mining Feasibility Study done on the Cuyuni Project. A full copy of the report is available for inspection at the BSX.

    Cuyuni Project Mining Concessions

    GGMC File Number Property Type Status H-24/MP/000 Mining Permit Active

    Below is an excerpt of the Mineral Occurrence & Property Status Map, Sheet 17NE, published by the Guyana Geology & Mines Commission in April 2012. A copy of the entire map is included as supporting documentation and available for inspection at the BSX. The yellow shading indicates a presence of gold as per the Guyana Geology & Mines Commission. The Location of the Cuyuni Project deposit is shown relative to the concession boundaries on Figure 3.1 section H-24/MP/000.

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    Sampling Program Sampling at The Cuyuni Project commenced in November 2011. Each pit was cut approximately 15 feet by 20 feet. A total of 40 pits were cut and an Excavator was used to dig down to the gravel, which contains the gold deposits. Of the 40 pits sampled, gravel was reached anywhere between 3 and 12.5 feet below the surface.

    Test Pit Location Map*

    *The red dots represent approximate locations within the property of the test pits. From November 21, 2011 through April 15, 2012 a total of 40 test pits were cut, each approximately 1,000 feet apart. Sampling Results The sampling campaign at Cuyuni Project was successful, returning 75 ounces of gold from approximately 40,000 cubic feet of gravel, giving an average of 533.33 cubic feet of gravel per ounce of mined gold. Estimated Probable Reserves of Gold: Gold Bar estimates that there are 240,000 Ounces of dredgeable gold within the first 20 feet of the surface. Gold Bar bases this estimate on the following criteria: -History of mining on the site -Prospecting and sampling on the site -Consultation with Experts Estimated Dredgeable Reserves: History of Mining on the site In 2007, a crew of 12 workers was able to extract 1,548 ounces of gold from The Cuyuni Projects land, averaging 32.25 ounces per week. This required no drilling and focused entirely on surface mining, no

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    deeper than 20 feet. The crew used two excavators and four dredges to run a successful alluvial mining operation on the gold rich property. While the property provided consistent cash flow, the price of Gold was only hovering between $600 and $800 per ounce and there was not much incentive to continue operations at that point in time. While the property was mined lightly in 2008, the project was abandoned completely by the end of Q1 2008 and has since been dormant. A total of 774,000 cubic feet of gravel were processed which yielded a total of 1,548 ounces of gold. This resulted in an average of 1 ounce of gold per 500 cubic feet of gravel. Prospecting and Sampling on the site During the past 6 months the Company prospected and sampled the site. A total of 40 test pits were dug and the gravel was extracted and put through the same alluvial procedures described on page 25 with the exception of the centrifuge. A total of 40,000 cubic feet of gravel were processed which yielded a total of 75 ounces of gold. This resulted in an average of 1 ounce of gold per 533 cubic feet of gravel. Processing Estimate Gold Bar estimates that the dredge will have a minimum of 8 years operating life at an average mining rate of 7,500 cubic feet of gravel per week (375,000 cubic feet of gravel per year) per crew. Operating at a full capacity of 40 crews, total production would be 300,000 cubic feet of gravel per week and 15,000,000 cubic feet of gravel per year. Peak production levels will not be reached until Phase 3 at which time production will stabilize at 18,000,000 cubic feet of gravel per year. The dredgeable estimated reserve comprising 125.4 million cubic feet of gravel will sustain the mine for 8 years, which is more than the investment payback period of 2 operating years. Mining Development. Gold Bar has selected an alluvial mining approach which uses excavators to extract gold rich gravel below the surface and high pressure hoses, dredges, and sluice boxes to filter and extract the gold from that gravel. This approach was selected given the companys objectives, budget, and experience. Gold Bar has already identified and purchased the mining equipment, which will be used by the first crew. All necessary modifications to equipment have already been made, and the equipment has already been transported to the property, to begin Phase 1 of the Mining Plan in June 2012. The excavating volume density will range from 15,000 50,000 cubic feet per hole.

    PROJECT LOCATION Geographical The Cuyuni Project is located on Gold Bars concessions in the Cuyuni-Mazaruni region of Guyana. The Cuyuni-Mazaruni (Region 7) is a region of Esequiban Guyana, bordering the regions of Barima-Waini, Essequibo Islands-West Demerara and Pomeroon-Supenaam to the north, the region of Upper Demerara-Berbice to the east, the region of Potaro-Siparuni and Brazil to the south and Venezuela to the west. The capital of The Cuyuni-Mazaruni region is Bartica, with other major towns including Issano, Isseneru, Kartuni, Peters Mine, Arimu Mine, Kamarang, Keweigek, Imbaimadai, Tumereng and Kamikusa. The Cuyuni-Mazaruni region covers an area of approximately 47,000 square kilometers. Access & Infrastructure The Cuyuni Project property can be accessed from Georgetown by boat (400 km) and by road (385 km). The travel time is approximately 12 to 16 hours in the dry season, which extends from August to May. River

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    crossings are encountered on the Essequibo River at Bartica. Heavy equipment and cargo is transported by ocean going vessels and barges on the Essiquibo River to the Cuyuni River up to the camp. There it is loaded on to trucks and transported 5 km on the by road to the site. Transport on the road takes roughly 4 to 5 hours in the dry season. The nearest commercial center to the project site is Bartica. Nearly 50% of the entire 2 square miles of concessions held by Gold Bar are accessible by roads. The project is located deep in the rain forest where there is no electric service. As such, the company will be reliant on gas-powered generators for generating power.

    GEOLOGY Regional Geology:

    (8) The Guiana Shield (Shield) is the northern Amazon Craton, which was part of the West African Craton until the Atlantic Ocean opened about 115 Ma ago. The Amazon Craton was divided into provinces based on age determinations, structural trends, proportion of lithologies and geophysical trends. The Proterozoic greenstone areas of Guiana are in the Pastora-Amapa Province (2.2 Ga to 1.95 Ga) and consists of metavolcanic and metasedimentary rocks. Tropical weathering has transformed the upper 100 m of the Shield into a saprolite, highly variable in thickness but which can be mined at a relatively low cost. (9) 8 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011 9 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011

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    Local Geology The Barama, Cuyuni and Mazaruni are the greenstone belts in Guyana. The Cuyuni Project is in the Cuyuni greenstone belt, which consists of, basalts, overlain by andesite rhyolites, overlain by shales and graywackes. Ultramafic and carbonate rocks occur locally. Most rocks were deformed by the Trans-Amazonian Orogeny (2.0 Ga). Brittle faults trending north-northwest or north-northeast were intruded by mafic dikes and north-northeast faults displaced mineralized zones. There are a number of gold mines and gold occurrences in Guyana, Venezuela, Surinam and French Guiana. (10)

    EXPLORATION

    The Cuyuni Project is ready to be mined and we will proceed with alluvial mining processes on the property in June of 2012. We will also put forward a drilling program to determine the additional reserves below the gravel we are currently focusing on. Location of Target Area: The Cuyuni Project The Cuyuni Project Target Area can be located on Terra Surveys Topographic Map 17NE (scale 1:50,000) printed by the Guyana Geology & Mines Commission. The property is located at the confluence of the Cuyuni River and Aranka River with geographical coordinates of 59.3719 West Longitude and 6.4958 North Latitude. This sector is situated between the hills to the northwest and the Cuyuni River to the south. Within this area, most the population primarily consists of miners. There are dirt and gravel roads to the east, which continues on to Bartica and the Esqueebo River. Mining Permit Presently Gold Bar is in possession of Permit # HD/MP/000 PODSM #: 284/2011 Granted November 14th, 2011; Renewable November 13, 2012. Guyana Geology and Mines Commission Area Location: Aranka, Cuyuni, Mining District 4

    10 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011

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    Sec. IIA (29)

    Exploration to Date in The Cuyuni Project (Dredging Target Area) The majority of Gold Bars capital, time and study of the Cuyuni Project has been conducted through its consulting subsidiary Smart Treadwear LLC. On April 19, 2012, Gold Bar acquired 100% of Smart Treadwear LLC in exchange for 2,000,000 shares of its common stock. Smart Treadwear was originally founded in April 2003 in Kingston, Massachusetts and is engaged in the research and development of product and technology patents with an emphasis on enhancing the safety and efficiency of vehicle systems. While Smart Treadwear will be consolidated into Gold Bar, as a wholly owned subsidiary, for accounting purposes, it will still act as an independent brand to pursue contracts, which promote the safety and efficiency of vehicle systems in Guyana, primarily through applications to heavy equipment, all terrain vehicles, and boats. Smart Treadwear began prospecting for gold in Guyana in October 2011, and for the past 6 months, the company has traveled to and from the project four separate times. During this time, a feasibility report was prepared including the results of over 40 sample pits, which were dug to determine the consistency of the gravel throughout the property. Within these concessions, surface sampling, stream sediment sampling, channel sampling, and pitting have all been performed.

    GENERAL CONSIDERATIONS The alluvial gold is bright golden-yellow, fine-medium and coarse grained (< 5 mm. diameter), and mainly comprises thin, flat discs and irregular plates. Coarse irregular-shaped nuggets are sometimes intergrown with quartz. Gold grain surfaces are fine - to coarsely-pitted and sometimes striated.

    GOLD RESERVE ESTIMATES FOR THE CUYUNI PROJECT TARGET AREA The estimates of gold reserves in The Cuyuni Project are based on a sampling and pitting program performed in 2011 and 2012. The ore reserves have been calculated for gold content only. Drilling Program The Company has not yet undertaken a modern N.I. 43-101 resource estimate for The Cuyuni Project as the mining approach selected is alluvial (i.e. surface) mining no deeper than 20 feet. Systematic evaluation of all exploration targets is fundamental to the Company's recommended work programs and upon completion of these programs a fully compliant resource estimate is projected to be completed with a proper perspective of its size potential. Various (non N.I. 43-101 compliant) "resource" estimates were completed in 2007, 2011, and 2012. In 2007, these estimates were reviewed by Progressive Mining, a consulting alluvial mining specialist to Gold Bar who calculated an updated estimate based on their review of available information. The Company notes that the estimates completed prior to 2011 are historical compilations and the specific details and the methodology employed are not fully known. While the compilations were undertaken by competent professionals, a Qualified Person (by definition of N.I 43-101 Standards) has not conducted sufficient work to classify the historical estimates as current mineral resources as defined by N.I. 43-101. A total of 40 Pits were dug up in the area, all of which reached gold bearing gravel. Gold Reserve Estimation In calculating the geological and mining ore reserves it has been decided that where applicable, pitting results will have preference over drill hole results. The pitting results are calculated from a bigger sample volume than the drill hole and actually sample the layer of minerals we are going to be mining, results therefore have a higher level of confidence.

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    MINING OPERATIONS AND GOLD RECOVERY

    Selection Criteria Once the regional geology had been completed, Gold Bar requested Progressive Mining of Guyana, a reputable alluvial mining consultancy company in business since 1995, to visit the concessions to advise on the optimum method of excavation to mine the deposits economically. With a given budget of $10M it was decided that deep drilling was not an option at this point in time. Open pit mining was the next option, however it involved the use of a significant amount of mercury, and much larger pits. The major areas of the deposits consist of gold located in a 3-foot layer of gravel lying between 3 and 20 feet below the surface of the alluvial flats in heavy jungle of the Cuyuni Region. In consideration of the above criteria, it was decided that the preferred choice of mining method was to utilize an alluvial mining process, which can be replicated throughout the property. Open Pit Mining could also be considered but would have environmental problems as much more mercury would be used and weekly consistency would be restricted. Excavating & Dredging Operating Sequence Each of the 40 planned crews will have the following equipment: 1) 1 Excavator 2) 4 Diesel Engines (Complete with fuel pump, starter, radiator etc.)* 3) 2 Flex Hose* 4) 2 Pump Hose (3-4 Fire Hoses)* 5) 2 Sluice Boxes 6) 1 Centrifuge 7) 1/3 4X4 ATV 8) 6 Workers 9) 1 General Manager 10) 1 Excavator Operator 11) 1 Engineer *NOTE: All of these items together make up two Dredges On a weekly basis, each of the 40 planned crews will perform the following Alluvial Mining Process: Days 1 & 2 Debrushing Process The crew will spend the first two days clearing the land for their pit. They will utilize the Excavator to remove tress, and other brush from the surface of the land. This process is locally called Debrushing. During the Debrushing process, all workers are in the area with the excavator and help to remove any hard to get materials, which the excavator is unable to reach. Days 3 & 4 Dredging Process After the Debrushing process has been completed, the Excavator is then utilized to remove the topsoil, and the rest of the earth below the surface until it reaches the layer of gravel, which is no deeper than 20 feet. Next, the excavator removes the gravel and piles it into 10-foot high piles so that the Dredging process can begin. The crew t