Benjamin River

On December 1, 2008 the Company entered into an option agreement to earn a 100% interest in a REE property near Bathurst, New Brunswick by making cash payments, issuing common shares and carrying out exploration work. At such time when minerals are extracted and sold from the property, the optionor will receive a royalty interest of 2% of the Net Smelter Returns. The Company has an option to purchase back 1% of the Net Smelter Royalty for $1,000,000.

The property, located 53km west of Bathurst, New Brunswick, and close to roads, rail, water and power, covers 514 claim units totaling approximately 11,848 hectares (ha) over an area underlain by Silurian volcanic rocks of the Chaleur Group which have been intruded by two small gabbro-granite plutonic complexes of probable Devonian age. Cross cutting the eastern contact of the Dickie Brook Intrusive Complex is an apatite-diopside-magnetite pegmatitic dyke set which can be traced along strike for at least 300 meters and with an apparent combined width of at least 225 meters. The dyke consists of predominantly clinopyroxene (diopside, 50-90%), with lesser amounts of very coarse grained, euhedral apatite (5-25%). Magnetite (2-10%) occurs both disseminated and in veinlets.

Grab samples of the vein material taken by the Company vary from 0.6% Total Rare Earth Oxide (“TREO”) to 1.0% TREO. While the overall TREO grade appears low compared to some other deposits, the proportion of heavy rare earth oxides (europium through lutetium) is high at over 11%, including a dysprosium content of over 3% of the total rare earth oxide content. Additionally the phosphate content of the samples grades up to 18% and iron (Fe2O3) content as high as 39%.

In 2009, the Company carried out an 11-hole, 2,382-metre drilling program on the project to test the surface trenching results. This component of the exploration program could not duplicate the surface results and did not intersect significant grades of REE/phosphate mineralization although there are other targets with similar magnetic signature and strong stream sediment geochemical anomalies that are currently being evaluated.

In spring 2011, a large biogeochemical survey was completed over two other areas of interest on the property: the Landry Brook and Dickie Brook intrusions. Initial results of the survey have outlined a strong biogeochemical rare earth anomaly that will be drill tested in winter 2011-2012.