Corporate

History

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The Company had a land package, either owned or under option, located in the Cariboo Mining Division, in east-central British Columbia, which it sold to Barkerville Gold Mines Ltd. ("BGM') in December 2008. The Company's tenure consisted of three non-contiguous mineral tenure blocks in close proximity. The main block extends from the town of Barkerville , BC southeast approximately 28 km towards Cariboo Lake (the main block is approximately 17km wide (east-west) at its widest point). The other two blocks (the "Wendle" and "Bk Mountain") lie approximately 5 km NNE of barkerville and SW of Barkerville respectively The Company's mineral tenure covered a total area of just over 25,000 hectares.

Since the Company and BGM had directors in common, the disposition of the Company's interest in the Cariboo gold project to BGM was a related- party transaction. In accordance with the policies of the TSX-V and the Business Corporations Act (B.C.), the disposition was approved by a special majority (66-2/3 per cent) of the minority shareholders at the Company's annual and special general meeting.

The asset was sold for $2,300,000, including $600,000, in cash and the rest of the payment in shares of BGM, issued at that time. At the last financing of BGM in December 2011, GCC participated in the financing and sold 404,100 common shares at $0.85, at a price equal to the private placement being done by BGM. GCC's shareholding in BGM was unchanged; GCC however, obtained 202,050 warrants exercisable at C$1.10 per share until July 17th 2013. GCC currently holds 1,857393 BGM common shares and an additional 202,050 BGM warrants. In total GCC has a BGM share/warrant holding of 2,059,443 share equivalent.

On January 18th 2012, the Company entered into an option agreement with Golden Valley Mines Ltd. ("Golden Valley") and Integra Gold Corp. ("Integra") in respect of a port folio consisting of twelve properties located in the Abitibi Greenstone Belt.

Under the Agreement the Company can acquire a 70% interest in certain properties (the "GZZ option") located in the Abitibi Greenstone Belt of northwestern Quebec and northeastern Ontario (the "GZZ Properties") held by Golden Valley reviewed January 22, 2013.

Subject to net smelter return royalty interest and advance royalty interests in favour of the original vendors (one of which is a director and officer of Golden Valley), the Company can acquire a 70% interest in certain properties located in the Abitibi Greenstone Belt of northwestern Quebec (the "GZZ-I Option); these properties are subject to a 30% interest held by Integra pursuant to a joint venture agreement between Integra and Golden Valley (the "GZZ-I Propeties"). Golden Valley will be the operator during the option phase.

In order to maintain in force the Option the Company has to:

  1. Issue to Golden Valley 9.9% of Company's issued share capital (the "Share Interest")
  2. Incur expenditures in an aggregate amount of $4,500,00 over a 5 year period (the "Expenditures") to be allocated between the GZZ Properties and the GZZ-I Properties as the Company may determine provided that no more than $4,000,000 of the Expenditures shal be incurred with respect to the GZZ Properties and at least $500,000 of the Expenditures shall be incurred with respect to the GZZ-I Properties; and
  3. Reimburse Golden Valley for all costs related to the preparation of any techincal reports. Golden Valley has the right, but not the obligation to participate in future financings of the Company in order to maintain its Share Interest.
Upon the GZZ option being exercised, Golden Valley shall retain a 30% free carried interest to production in respect of the GZZ Properties. Upon the GZZ-I Option being exercised, Golden Valley and Integra shall retain a combined 30 % free-carried interest to production (22.5 Golden Valley 7.5% Integra). This transaction is subject to regulatory approval