UPDATED OFFERING MEMORANDUM

Transcription

1 Frm F3 Offering Memrandum fr Qualifying Issuers UPDATED OFFERING MEMORANDUM Date: December 11, 2014, updating a prir Offering Memrandum dated September 15, 2014 THE ISSUER: BHK RESOURCES INC. ( BHK r the Issuer ) Head Office Address: West Gergia Street, Vancuver, British Clumbia, V6E 2Y3, Canada Telephne: (604) Facsimile: (604) peterhughes@me.cm Currently Listed r Quted The Cmmn Shares f the Issuer are currently listed n the TSX Venture Exchange (the Exchange ) under the trading symbl BHK.P. Reprting Issuer The Issuer is a reprting issuer in British Clumbia, Alberta and Ontari. SEDAR filer The Issuer is a SEDAR filer. THE OFFERING: Securities Offered: Price per Security: Minimum/Maximum Offering: Minimum Amunt: Payment Terms: Subscriptin Prpsed Clsing Date(s): Selling Agents: RESALE RESTRICTIONS One cmmn share in the capital f the Issuer as it exists after cmpletin f the Transactin (defined hereafter) (a Cmmn Share ). See Item 5 Securities Offered. $0.20 per Cmmn Share The prpsed ffering size is $3,200,000 (16,000,000 Cmmn Shares) ( Base Offering ). Additinally, the Issuer has granted t the Agent an veralltment ptin f a further 5,000,000 Shares generating further grss prceeds f $1,000,000 (the Overalltment Optin and tgether with the Base Offering, the Offering ). Funds available under the Offering may nt be sufficient t accmplish ur prpsed bjectives. There is n minimum. Yu may be the nly purchaser. There is n minimum subscriptin amunt an investr must invest. Certified cheque r bank draft payable t Canaccrd Genuity Crp. r such ther methd f payment as is acceptable t the Agent (as defined belw) in full payment f the subscriptin price per Cmmn Share subscribed fr is due upn executin and delivery f a subscriptin agreement and related subscriptin dcumentatin. The clsing is expected t ccur n January 15, 2015 r such earlier r later date as may be determined by the Issuer ( Clsing Date ). Subsequent clsings may take place at later dates as may be determined by the Issuer. The clsing f the Offering is subject t the cncurrent cmpletin f the Transactin (as hereinafter defined) The Issuer has appinted Canaccrd Genuity Crp. (the Agent ) t act as agent in respect f the Offering. See Item 7 Cmpensatin Paid t Sellers and Finders. Yu will be restricted frm selling yur securities fr fur mnths and a day. See Item 10 Resale Restrictins. PURCHASERS S RIGHTS: Yu have tw business days t cancel yur agreement t purchase these securities. If there is a misrepresentatin in this Offering Memrandum, yu have the right t sue either fr damages r cancel the agreement. See Item 11 Purchaser s Rights. N securities regulatry authrity has assessed the merits f these securities r reviewed this Offering Memrandum. Any representatin t the cntrary is an ffence. This is a risky investment. See Item 8 Risk Factrs. i

2 TABLE OF CONTENTS ITEM 1: USE OF AVAILABLE FUNDS FUNDS USE OF AVAILABLE FUNDS REALLOCATION INSUFFICIENT FUNDS... 7 ITEM 2: INFORMATION ABOUT THE ISSUER BUSINESS SUMMARY EXISTING DOCUMENTS INCORPORATED BY REFERENCE EXISTING DOCUMENTS NOT INCORPORATED BY REFERENCE FUTURE DOCUMENTS NOT INCORPORATED BY REFERENCE... 9 ITEM 3: INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND PRINCIPAL HOLDERS INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND PRINCIPAL HOLDERS LOANS CONFLICTS AND INTERESTS OF INSIDERS...11 ITEM 4: CAPITAL STRUCTURE SHARE CAPITAL...11 ITEM 5: SECURITIES OFFERED TERMS OF SECURITIES SUBSCRIPTION PROCEDURE...12 ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY TAX ADVICE RRSP ELIGIBILITY...14 ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS AGENCY AGREEMENT...15 ITEM 8: RISK FACTORS ISSUER RISKS INDUSTRY RISK INVESTMENT RISKS...26 ITEM 9: REPORTING OBLIGATIONS REPORTING...27 ITEM 10: RESALE RESTRICTIONS GENERAL STATEMENT...27 ITEM 11: PURCHASER S RIGHTS TWO DAY CANCELLATION RIGHT STATUTORY RIGHTS OF ACTION IN THE EVENT OF A MISREPRESENTATION CONTRACTUAL RIGHTS OF ACTION IN THE EVENT OF A MISREPRESENTATION GENERAL...29 ITEM 12: DATE AND CERTIFICATE... 30

3 OFFERING MEMORANDUM BHK RESOURCES INC. This Offering Memrandum cnstitutes a private ffering f securities nly in thse jurisdictins and t thse persns where and t whm they may be lawfully sld and therein nly by thse entities permitted t sell such securities. The Cmmn Shares ffered hereunder will be issued under exemptins frm the registratin and prspectus requirements f the applicable securities laws f the prvinces f British Clumbia and Alberta and the rules, regulatins and plicies thereunder and will be subject t certain resale restrictins. This Offering Memrandum is nt, and under n circumstances is it t be cnstrued as a prspectus, advertisement r public ffering f the securities referred t herein. This Offering Memrandum des nt cnstitute, and may nt be used fr r in cnjunctin with, an ffer r slicitatin by anyne in any jurisdictin r in any circumstances in which such ffer r slicitatin is nt authrized, r t any persn t whm it is unlawful t make such an ffer r slicitatin. Yu are directed t infrm yurself f and bserve such restrictins and all legal requirements f yur jurisdictin f residence in respect f the acquisitin, hlding and dispsitin f the securities ffered hereby. Investrs shuld thrughly review this Offering Memrandum and are advised t cnsult with their prfessinal advisrs t assess the business, legal, incme tax and ther aspects f this investment. The securities ffered hereby will be issued nly n the basis f infrmatin cntained in this Offering Memrandum and n ther infrmatin r representatin is authrized r may be relied upn as having been authrized by the Issuer. Any subscriptin fr the securities ffered hereby made by any persn n the basis f statements r representatins nt cntained in this Offering Memrandum r s prvided, r incnsistent with the infrmatin cntained herein r therein, shall be slely at the risk f such persn. FORWARD LOOKING STATEMENTS This Offering Memrandum and the dcuments incrprated by reference herein cntain frwardlking statements r "frward-lking infrmatin" (cllectively referred t hereafter as "frwardlking statements") abut the Issuer and/r the Target. In additin, the Issuer and/r the Target may make r apprve certain statements in future filings with securities regulatry authrities, in press releases, r in ral r written presentatins by representatives f the Issuer and/r the Target that are nt statements f histrical fact and may als cnstitute frward-lking statements. All statements, ther than statements f histrical fact, made by the Issuer and/r the Target that address activities, events r develpments that the Issuer and/r the Target expects r anticipates will r may ccur in the future are frward-lking statements, including, but nt limited t, statements preceded by, fllwed by r that include wrds such as may, will, wuld, culd, shuld, believes, estimates, prjects, ptential, expects, plans, intends, anticipates, targeted, cntinues, frecasts, designed, gal, r the negative f thse wrds r ther similar r cmparable wrds. Frward-lking statements may relate t future financial cnditins, results f peratins, plans, bjectives, perfrmance r business develpments. These statements speak nly as f the date they are made and are based n infrmatin currently available and n the then current expectatins f the Issuer and/r the Target and assumptins cncerning future events. Frward-lking statements are subject t a number f knwn and unknwn risks, uncertainties and ther factrs that may cause actual results, perfrmance r achievements t be materially different frm that which was expressed r implied by such frward-lking statements. See Risk Factrs. In particular, this Offering Memrandum and the dcuments incrprated by reference herein cntain frward-lking statements pertaining t the fllwing: 1

4 the terms, cnditins and cmpletin f the Transactin and Offering; the Clsing Date; use f prceeds frm the Offering; the btaining f all required regulatry apprvals in cnnectin with the Transactin and Offering; treatment under gvernment regulatry and taxatin regimes, including statements pertaining t changes r prpsed changes under Gabn mining regulatins; prjectins f market prices and csts and the future market fr manganese and gld and cnditins affecting same; expectatins regarding the Resulting Issuer s ability t raise capital; the Resulting Issuer s assessment f ptential envirnmental liabilities; timing and csts assciated with cmpleting explratin wrk n the Resulting Issuer s principal prperties; and the Resulting Issuer s plan t pursue explratin activities n the Prperty; including statements f the Resulting Issuer s intent t develp the Prperty r put the Prperty int cmmercial prductin. With respect t frward-lking statements listed abve and cntained in this Offering Memrandum r the dcuments incrprated by reference herein, management f the Issuer and the Target have made assumptins regarding, amng ther things: the legislative and regulatry envirnment; the timing and receipt f gvernmental apprvals; the accuracy f the interpretatin f drill and ther results; freign currency and exchange rates; envirnmental matters predictable changes t market prices fr gld and ther precius metals and predicted trends regarding factrs underlying the market fr manganese, gld and base and precius metals; anticipated results f explratin activities; availability f equipment and persnnel t cnduct the prpsed explratin prgram; the cmpletin f the prpsed explratin within the budget and timing prpsed under the Technical Reprt; that any further apprvals r cnsents required frm gvernmental authrities in Gabn will be btained withut issue r delay; that tax regimes will remain largely unaltered; the Resulting Issuer s ability t btain additinal financing n satisfactry terms; and the glbal ecnmic envirnment. The actual results culd differ materially frm thse anticipated in these frward-lking statements as a result f the risk factrs set frth belw and elsewhere in this Offering Memrandum: risks and uncertainties relating t the interpretatin f drill results, the gelgy, grade and cntinuity f mineral depsits and cnclusins f ecnmic evaluatins; the pssibility that future explratin, develpment r mining results will nt be cnsistent with the Resulting Issuer s expectatins vlatility in the market prices fr manganese, gld, base and precius metals and ther natural resurces; liabilities inherent in explratin and develpment peratins; fluctuatins in currency and interest rates; cmpetitin fr, amng ther things, capital acquisitins f resurces, undevelped lands and skilled persnnel; 2

5 risks relating t glbal financial and ecnmic cnditins; alteratin f tax regimes and treatments; limited perating histry; risks assciated with ding business in Gabn; changes in mining legislatin affecting peratins; risks relating t envirnmental regulatin and liabilities; incrrect assessments f the value f acquisitins; and ther factrs discussed under Risk Factrs. Cnsequently, all frward-lking statements made in this Offering Memrandum, the dcuments incrprated by reference herein and ther dcuments f the Issuer and/r the Target are qualified, in their entirety, by these cautinary statements and there can be n assurance that the anticipated results r develpments will actually be realized r, even if realized, that they will have the expected cnsequences t r effects n by the Issuer and/r the Target. The cautinary statements cntained r referred t in this sectin shuld be cnsidered in cnnectin with any subsequent written r ral frward-lking statements that the Issuer and/r the Target and/r persns acting n their behalf may issue. The Issuer and/r the Target undertake n bligatin t update r revise any frward-lking statements, whether as a result f new infrmatin, future events r therwise, except as required by applicable law. INTERPRETATION Wrds imprting the singular number include the plural and vice versa, and wrds imprting the masculine, feminine r neuter gender include the ther genders. CURRENCY All dllar amunts referenced in this Offering Memrandum are expressed in Canadian dllars, unless therwise indicated. GLOSSARY OF TERMS The fllwing is a glssary f certain defined terms used frequently thrughut this Offering Memrandum. Terms and abbreviatins used in the financial statements f the Issuer and the Target are defined separately and the terms and abbreviatins defined belw are nt used therein, except where therwise indicated. Wrds imprting the singular, where the cntext requires, include the plural and vice versa and wrds imprting any gender include all genders. Certain additinal terms are defined within the bdy f this Offering Memrandum and in such cases will have the meanings ascribed theret. $ means Canadian dllars. Agency Agreement Agent Agent s Warrants means the Agency Agreement t be entered int between the Issuer and the Agent relating t the Offering and the engagement f the Agent as a financial advisr t the Issuer in relatin t the Transactin. Canaccrd Genuity Crp., the Issuer s agent in relatin t the Offering. means the nn-transferable share purchase warrants t be issued t the Agent as partial cnsideratin fr its services in cnnectin with the Offering, entitling the Agent t purchase such number f Shares that is equal t 9% f the Shares sld in the Offering with the exceptin f Shares sld t subscribers n the President s List fr which the Agent will receive Agent s Warrants entitling it t purchase 3

6 Shares equal t 4.5% f the Shares placed t subscribers n the President s List,, with each Agent s Warrant having an exercise price f $0.20 per Share exercisable within twenty fur (24) mnths f the Clsing Date. BCBCA Clsing Clsing Date Crprate Finance Fee Crprate Finance Shares Dme Gabn Exchange Issuer NI Offering Overalltment Optin President s List Prperty Purchase Price means the British Clumbia Business Crpratins Act, as amended. means the clsing f the Transactin. means the date n which the Clsing ccurs, as agreed t by the Issuer, the Vendrs, the Target and Dme Gabn means $65,000 payable by the Issuer t the Agent (and up t $81,250 in the event the Overalltment Optin is exercised in full) pursuant t the Agency Agreement thrugh the issuance f the Crprate Finance Shares. means 325,000 Shares t be issued t the Agent in cnnectin with the Offering (and up t 341,250 Shares in the event the Overalltment Optin is exercised in full) at a deemed price f $0.20 per Share. means Dme Gabn S.A.R.L., a private Gabn cmpany, which is whlly wned by the Target means the TSX Venture Exchange Inc. means BHK Resurces Inc., a crpratin incrprated under the BCBCA and a capital pl cmpany listed n the Exchange under the trading symbl BHK.P means Natinal Instrument Standards f Disclsure fr Mineral Prjects. means the ffering t be cmpleted by the Issuer at the Clsing t raise up t $3,200,000 thrugh the sale f up t 16,000,000 Shares at a price f $0.20 per Share, plus the Overalltment Optin n a brkered basis with the assistance f the Agent means the veralltment ptin granted by the Issuer t the Agent, pursuant t the Agency Agreement, t ffer fr an additinal 5,000,000 Shares at a price f $0.20 per Share fr additinal grss prceeds f $1,000,000. means the list f pssible subscribers t the Offering prvided by the Issuer and agreed t by the Agent listing certain persns whse subscriptins will be subject t a reduced cmmissin, and which will, in aggregate, purchase a minimum $3,000,000 f the Offering means the explratin permit (G3-274) held by Dme Gabn lcated in the Myen Ogue prvince f Gabn, knwn as the Ndjle prject. means an aggregate f US$1,500,000 payable in cash, f which US$1,475,000 is due n the Clsing Date and f which US$25,000 was paid as a nn-refundable depsit, frm the Issuer t the Vendr as the aggregate cnsideratin payable fr the acquisitin f the Target Shares. 4

7 Qualifying Transactin Resulting Issuer SEDAR Share Purchase Agreement Sharehlders Shares Silver Bull Target Target Shares Tax Act Technical Reprt Transactin Vendrs means a transactin where a capital pl cmpany acquires significant assets (as defined in the TSX Venture Exchange Crprate Finance Manual) ther than cash, by way f purchase, amalgamatin, merger r arrangement with anther cmpany r by ther means. means the Issuer, fllwing the cmpletin f the Transactin and Offering. means the System fr Electrnic Dcument Analysis and Retrieval being the fficial website that prvides access t mst public securities dcuments and infrmatin filed by Issuers and investment funds with the Canadian Securities Administratrs (CSA) in the SEDAR filing system at the website address f means the share purchase agreement dated May 21, 2014, as amended July 15, 2014, August 25, 2014, September 29, 2014, Octber 27, 2014, Nvember 26, 2014 and December 9, 2014, entered int amng the Issuer, the Target, Dme Gabn and the Vendrs relating t the Transactin, a cpy f which is filed n SEDAR at under the prfile f the Issuer. means the hlders f Shares. means cmmn shares in the capital f the Issuer. Means Silver Bull Resurces, Inc., a cmpany listed n the Trnt Stck Exchange means Dme Internatinal Glbal Inc., a private British Virgin Islands cmpany hlding all f the issued and utstanding shares f Dme Gabn means cmmn shares in the capital f the Target. means the Incme Tax Act (Canada), as amended frm time t time. means the NI cmpliant technical reprt dated May 18, 2014 as prepared by Derrick Strickland, P. Ge. and titled NI Technical Reprt n the Ndjle Prperty, Myen Ogue Prvince, Gabn in respect f Prperty, a cpy f which is available n SEDAR at means the acquisitin by the Issuer f all f the issued and utstanding Target Shares as cntemplated in the Share Purchase Agreement. Means, cllectively, Silver Bull and Dme Ventures Crpratin, a whlly wned subsidiary f Silver Bull and the sle sharehlder f the Target. 5

8 ITEM 1: USE OF AVAILABLE FUNDS 1.1 Funds The fllwing table disclses the net prceeds f the Offering after deductin f the csts assciated with the Offering: Assuming Base Offering Assuming Base Offering with Overalltment Optin A. Amunt t be raised by this Offering $3,200,000 $4,200,000 B. Selling cmmissins and fees (1) $196,000 $286,000 C. Estimated Offering csts (e.g. legal, accunt, audit and marketing) (2) $5,000 $5,000 D. Available Funds: D = A - (B+C) $2,999,000 $3,909,000 E. Additinal surces f funding required $0 $0 F. Wrking Capital (Deficiency) (3) $419,500 $419,500 G. Ttal: G = (D+E) F $3,418,500 $4,328,500 Nte: (1) Assumes payment f the Agent s Cmmissin paid n all subscriptin prceeds received under the Offering, f which it is assumed that $3.0 millin will cnsist f president s list subscribers and less $35,000 in fees which have already been paid. See Item 7 Cmpensatin t Sellers and Finders. (2) Fllwing the payment f a retainer f $35,000 twards the Agent s expenses. (3) Cnsists f cmbined apprximate wrking capital f BHK f $408,000 and Dme f $11,500 as at Nvember 30, Use f Available Funds The fllwing table prvides a detailed breakdwn f hw the Issuer will use the net prceeds: Expenditure Assuming Base Offering Assuming Base Offering with Overalltment Optin Remaining csts assciated with the Transactin Payment f finder s fees in assciatin with the Transactin (CDN$15,000 plus US$24,375 cnverted t CDN$) Estimated general and administrative csts ver the 12 mnths fllwing the Clsing Date $100,000 $100,000 $43,000 $43,000 $705,800 $705,800 6

9 Expenditure Assuming Base Offering Assuming Base Offering with Overalltment Optin Explratin prgram n the Prperty, as recmmended in the Technical Reprt (US$553, cnverted t CDN$) Payment f remainder f Purchase Price and Vendr s transactin csts (US$1,500,000.00, less depsit paid f US$25,000, plus USD$75,000) cnverted t CDN$) $636,725 $636,725 $1,782,500 $1,782,500 Unallcated wrking capital $150,475 $1,060,475 TOTAL: $3,418,500 $4,328, Reallcatin The Issuer intends t spend the available funds as stated. The Issuer will reallcate funds nly fr sund business reasns. 1.4 Insufficient Funds The prceeds f this Offering may nt be sufficient t accmplish all f the Issuer s prpsed lng term bjectives and there is n assurance that alternative financing will be available r, if available, may be btained by the Issuer n reasnable terms. 2.1 Business Summary ITEM 2: INFORMATION ABOUT THE ISSUER BHK is a capital pl cmpany created pursuant t the Plicy 2.4 f the Exchange, which cmpleted its initial public ffering n September 27, The principal business f BHK is t identify and evaluate businesses and assets with a view t cmpleting a Qualifying Transactin (as such term is defined within the plicies f the Exchange), and, nce identified and evaluated, t negtiate an acquisitin r participatin in such assets r businesses. Until the cmpletin f the Transactin, BHK will nt carry n business ther than the identificatin and evaluatin f assets r businesses in cnnectin with a ptential Qualifying Transactin. The Transactin is intended t be BHK s Qualifying Transactin. Transactin On December 17, 2013, BHK issued a press release annuncing the Transactin. BHK has agreed n the terms f an arm's length transactin with Dme Internatinal Glbal Inc., a crpratin incrprated under the laws f the British Virgin Islands ( BVI ) whereby BHK will acquire all f the utstanding securities f Dme, which shall be effected in accrdance with the Share Purchase Agreement. 7

10 Dme is a private mineral explratin cmpany with interests in the Prperty lcated in Gabn. Dme is nt listed n any stck exchange and is nt a reprting issuer in any jurisdictin. Upn the successful cmpletin f the Transactin, BHK will cntinue the business nw carried n by Dme, which is the explratin and develpment f the Prperty, lcated in Myen Ogue Prvince, Gabn, indirectly thrugh its wnership f Dme Gabn. The Prperty is primarily in the explratin stage and is prspective fr manganese and, t a lesser degree, gld. Dme Gabn hlds ne explratin permit with a surface area f 2,000 km2 lcated in the Myen Ogue prvince in the western half f central Gabn. Pursuant t the prvisins f the Share Purchase Agreement, the Vendrs have agreed t sell t the Issuer and the Issuer has agreed t purchase the Target Shares which shares will represent all f the issued and utstanding shares f the Target. As cnsideratin fr the acquisitin f the Target Shares, the Issuer will pay the Purchase Price t the Vendrs in cash. In furtherance f the Transactin, the Issuer has advanced t the Vendrs a US$25,000 nn-refundable cash depsit. Additinally, the Issuer has agreed t pay the expenses f the Vendrs related t the cmpletin f the Transactin, whether r nt the Transactin is cmpleted, t a maximum f US$75,000. Finder s Fee In cnnectin with the Transactin, the Resulting Issuer will pay (i) an aggregate finder s fee f $30,000 plus GST t Richardsn GMP Ltd n the Clsing Date, f which $15,000 is payable in cash and the balance f which is payable thrugh the issuance f 75,000 Shares at a deemed price f $0.20 per Share, and (ii) an aggregate finder s fee f US$48,750, representing 3.25% f the Purchase Price, t David Underwd f which US$24,375 is payable in cash and the balance f which is payable thrugh the issuance f 134,063 Shares. Name Change In cnnectin with the Transactin, it is prpsed that the ntice f articles f the Resulting Issuer be amended t change the name f the Resulting Issuer t BHK Mining Crp. (the Name Change ). It is prpsed that the Name Change be effected immediately after cmpletin f the Transactin. 2.2 Existing Dcuments Incrprated by Reference Infrmatin has been incrprated by reference int this Offering Memrandum frm dcuments listed in the table belw, which have been filed with securities regulatry authrities r regulatrs in Canada. The dcuments incrprated by reference are available fr reviewing n the SEDAR website at In additin, cpies f the dcuments may be btained n request withut charge frm the Issuer s registered ffice at Suite Hrnby Street, Vancuver, B.C., V6Z 1S4, Attentin: Shauna Hartman, Telephne: ( r shartman@armlaw.cm. Dcuments listed in the table and infrmatin prvided in thse dcuments are nt incrprated by reference t the extent that their cntents are mdified r superseded by a statement in this Offering Memrandum r in any ther subsequently filed dcument that is als incrprated by reference in this Offering Memrandum. 8

11 Descriptin f Dcument Date f Dcument Date f Filing Filing Statement with respect t the Transactin with the Target Interim Financial Statements fr the nine mnth perid ended September 30, 2014 (unaudited) Management s Discussin and Analysis fr the nine mnths ended September 30, 2014 Annual Financial Statements fr the years ended December 31, 2013 and December 31, 2012 (audited) Management s Discussin and Analysis fr the year ended December 31, 2013 Ntice and Management Infrmatin Circular fr the Annual Meeting f Sharehlders held n May 30, 2014 Material Change Reprt in respect f the executin f the Share Purchase Agreement August 28, 2014 September 2, 2014 Nvember 24, 2014 Nvember 24, 2014 Nvember 24, 2014 Nvember 24, 2014 April 30, 2014 April 30, 2014 April 30, 2014 April 30, 2014 April 25, 2014 May 6, 2014 May 22, 2014 May 21, Existing Dcuments Nt Incrprated by Reference Other dcuments available n the SEDAR website (fr example, mst press releases, take-ver bid circulars, prspectuses and rights ffering circulars) are nt incrprated by reference int this Offering Memrandum unless they are specifically referenced in the table abve. Yur rights as described in item 11 f this Offering Memrandum apply nly in respect f infrmatin cntained in this Offering Memrandum and dcuments r infrmatin incrprated by reference. 2.4 Future Dcuments Nt Incrprated by Reference Dcuments filed after the date f this Offering Memrandum are nt deemed t be incrprated int this Offering Memrandum. Hwever, if yu subscribe fr securities and an event ccurs, r there is a change in ur business r affairs, that makes the certificate t this Offering Memrandum n lnger true, we will prvide yu with an update f this Offering Memrandum, including a newly dated and signed certificate, and will nt accept yur subscriptin until yu have re-signed the agreement t purchase the securities. 9

12 ITEM 3: INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND PRINCIPAL HOLDERS 3.1 Interests f Directrs, Executive Officers, Prmters and Principal Hlders The fllwing table prvides the specified infrmatin abut each directr, executive fficer and prmter f the Issuer and each persn wh directly r indirectly beneficially wns r cntrl 10% r mre f any class f vting securities f the Issuer. Name and Municipality f Psitins held with the Issuer Number f Cmmn Shares (2)(3) Principal Residence (1) Claus Andrup, Maple Ridge, B.C., Peter Hughes, Vancuver, B.C. Brian Richardsn, West Vancuver, B.C. Directr f the Issuer; prpsed President and CEO fllwing cmpletin f the Transactin Directr and current President and CEO f the Issuer Directr, Chief Financial Officer and Crprate Secretary f the Issuer 600, , ,000 Candrawijaya Kartrahardj, Jakarta, Indnesia Directr f the Issuer 2,400,000 Nte: (1) Des nt include additinal prpsed directrs and fficers t be appinted upn cmpletin f the Transactin (2) Des nt include ptins granted t directrs and fficers f the Issuer which ptins entitled the hlders t purchase an aggregate f 1,050,000 Shares at a price f $0.10 per Share n r befre September 27, (3) Des nt include prpsed transactins t be cmpleted by the directrs t transfer Shares t incming directrs and fficers. Yu can btain further infrmatin abut the directrs and executive fficers frm the Issuer s Filing Statement dated August 28, 2014 and filed under the Issuer s prfile n SEDAR at Current infrmatin regarding the securities held by directrs, executive fficers and principal hlders can als be btained frm SEDI at The Issuer cannt guarantee the accuracy f this infrmatin. It shuld be nted that, effective upn cmpletin f the Transactin, BHK intends t appint Gerge Read, Davide Salvatre and Sebali Sudjie, wh will als be appinted as chairman, t its bard f directrs. Additinally, Peter Hughes will resign as President and Chief Executive Officer in favr f Claus Andrup wh will assume thse rles, and Brian Richardsn will resign as Crprate Secretary in favr f Jennifer Hansn. Additinally, BHK will appint David Underwd as its VP f Explratin. Fr further infrmatin with respect t the prpsed new management and directrs f the Resulting Issuer please refer t the infrmatin in the Filing Statement - Infrmatin Cncerning the Resulting Issuer under the heading Directrs, Officers and Prmters. 10

13 3.2 Lans The Issuer currently has n debentures r lans utstanding. 3.3 Cnflicts and Interests f Insiders The directrs r fficers f the Issuer may als be directrs r fficers f ther capital pl cmpanies and situatins may arise where they are in a cnflict f interest with the Issuer. The directrs f the Issuer are required by applicable crprate law t act hnestly and in gd faith with a view t the Issuer s best interests and t disclse any interest which they may have in any prject r pprtunity t the Issuer. Cnflicts f interest, if any, which arise will be subject t and gverned by prcedures prescribed by the BCBCA which require a directr r fficer f a crpratin wh is a party t, r is a directr r an fficer f, r has sme material interest in any persn wh is a party t, a material cntract r prpsed material cntract with the Issuer t disclse his r her interest and, in the case f directrs, t refrain frm vting n any matter in respect f such cntract unless therwise permitted under the BCBCA. 4.1 Share Capital ITEM 4: CAPITAL STRUCTURE The fllwing table sets frth the pr frma share and lan capital f BHK as at March 31, 2014 n a cnslidated basis, based n the pr frma cnslidated financial statements cntained in the Filing Statement incrprated by reference int this Offering Memrandum, after giving effect t the cmpletin f the Transactin and all matters ancillary theret: Descriptin f Security (1) Amunt authrized r t be authrized Price per Security Amunt utstanding as at the date f this Offering Memrandum Amunt utstanding after giving effect t the Transactin and Base Offering Amunt utstanding after giving effect t the Transactin and Base Offering with Overalltment Optin Shares Unlimited See nte 9 15,500,000 (2) 32,034,063 (2) 37,050,313 Optins See nte 3 N/A 1,050,000 (4) 2,650,000 (5) 2,650,000 (5) Warrants N/A N/A 300,000 (6) 1,065,000 (7) 1,515,000 (8) Ntes: (1) Pursuant t the pr frma balance sheet included as Schedule G t the Filing Statement, the Resulting Issuer will have a deficit f ($417,087) as at March 31, (2) Des nt include the Shares that are issuable upn exercise f existing warrants, Agent s Warrants, Optins r ther utstanding cnvertible securities f the Issuer. (3) At the Issuer s annual general meeting, held n May 30, 2014, the sharehlders apprved the stck ptin plan (the Optin Plan ) f the Issuer, which included the reservatin f 1,050,000 Shares until such time as the Issuer cmpletes a Qualifying Transactin, at which time, the number f Shares which may granted under the Optin Plan, inclusive f all ther stck ptins utstanding, shall increase t, but nt exceed, 10% f the Share issued and utstanding as at the date f the grant f ptins. The terms f the Optin Plan are utlined in the Filing Statement, which was filed n SEDAR n September 2,

14 (4) Exercisable at a price f $0.10 per Share until September 27, (5) Includes the fllwing ptins: (i) 1,050,000 ptins t acquire Shares at a price f $0.10 per Share until September 27, 2018; (ii) 1,600,000 ptins t acquire Shares at a price f $0.20 per Share fr a perid f five years fllwing the Clsing Date, which ptins will be granted n the Clsing Date. (6) Exercisable at a price f $0.10 per Share until September 27, 2015 and issued t the Issuer s agent in cnnectin with its initial public ffering. (7) Includes the fllwing warrants: (i) 300,000 agent s warrants t acquire Shares at a price f $0.10 per Share until September 27, 2015 issued in cnnectin with the Issuer s initial public ffering; and (ii) 765,000 Agent s Warrants issued under the Base Offering, each f which entitles the hlder t acquire ne Share at a price f $0.20 per Cmmn Share fr a perid f 24 mnths fllwing the Clsing Date. (8) Includes the fllwing warrants: (i) 300,000 agent s warrants t acquire Shares at a price f $0.10 per Share until September 27, 2015 issued in cnnectin with the Issuer s initial public ffering; and (ii) 1,215,000 Agent s Warrants issued t the Agent in relatin t the Base Offering plus Overalltment Optin, each f which entitles the hlder t acquire ne Share at a price f $0.20 per Share fr a perid f 24 mnths fllwing the Clsing Date. (9) Since incrpratin, the Issuer has issued 7,500,000 Shares at a price f $0.05 per Share and 8,000,000 Shares at a price f $0.10 per Share fr an average price f $0.076 per Share. 5.1 Terms f Securities ITEM 5: SECURITIES OFFERED The Issuer is ffering 16,000,000 Shares pursuant t the Base Offering and a maximum f 21,000,000 Shares shuld the Overalltment Optin be exercised, all at a price f $0.20 per Share. The authrized share capital f the Issuer cnsists f an unlimited number f Shares. As f the date heref, 15,500,000 Shares are issued and utstanding as fully paid and nn-assessable shares. The hlders f the Shares are entitled t vte at all meetings f the Sharehlders, t receive dividends if, as and when declared by the directrs and t participate rateably in any distributin f prperty r assets upn the liquidatin, winding-up r ther disslutin f the Issuer. The Shares carry n pre-emptive rights, cnversin r exchange rights, r redemptin, retractin, repurchase, sinking fund r purchase fund prvisins. There are n prvisins requiring a hlder f Shares t cntribute additinal capital and n restrictins n the issuance f additinal securities by the Issuer. There are n restrictins n the repurchase r redemptin f Shares by the Issuer except t the extent that any such repurchase r redemptin wuld render the Issuer inslvent. 5.2 Subscriptin Prcedure Offering Jurisdictins The Shares are being ffered in the prvinces f British Clumbia and Alberta pursuant t exemptins under applicable securities legislatin. Such exemptins relieve the Issuer frm prvisins under applicable securities legislatin requiring the Issuer t file a prspectus and therefre purchasers d nt receive the benefits assciated with a subscriptin fr securities issued pursuant t a filed prspectus, including the review f material by a securities cmmissin r similar authrity. If the purchaser is in Alberta and subscribes fr mre than $10,000, the purchaser is required t qualify as an Eligible Investr pursuant t Natinal Instrument Prspectus and Registratin Exemptins. An Eligible Investr is a persn that purchases a security as principal and is: (a) a persn whse 12

15 (i) net assets, alne r with a spuse, in the case f an individual, exceed $400,000, (ii) net incme befre taxes exceeded $75,000 in each f the tw mst recent calendar years and wh reasnably expects t exceed that incme level in the current calendar year, r (iii) net incme befre taxes, alne r with a spuse, in the case f an individual, exceeded $125,000 in each f the tw mst recent calendar years and wh reasnably expects t exceed that incme level in the current calendar year, r (b) a persn f which a majrity f the vting securities are beneficially wned by eligible investrs r a majrity f the directrs are eligible investrs; (c) a general partnership f which all f the partners are eligible investrs, (d) a limited partnership f which the majrity f the general partners are eligible investrs, (e) a trust r estate in which all f the beneficiaries r a majrity f the trustees r executrs are eligible investrs, (f) an accredited investr, (g) a persn wh is a family member, friend r business assciate, as described in sectin 2.5 f Natinal Instrument Prspectus and Registratin Exemptins; r (h) a persn that has btained advice regarding the suitability f the investment and, if the persn is resident in a jurisdictin f Canada, that advice has been btained frm an eligibility adviser (as defined in Natinal Instrument Prspectus and Registratin Exemptins. Other Jurisdictins The sale f Shares pursuant t this Offering Memrandum may als be made in ther jurisdictins prvided that the purchaser prvides t the Issuer the full particulars f the exemptin frm the registratin and prspectus requirements under applicable securities legislatin being relied n and evidence f the purchaser s qualificatins thereunder. Each purchaser is urged t cnsult with his wn legal adviser as t the details f the statutry exemptin being relied upn and the cnsequences f purchasing securities pursuant t such exemptin. Subscriptin Dcuments Purchasers wh wish t purchase Shares will be required t execute and deliver: (a) (b) a subscriptin agreement (the Subscriptin Agreement ) in the frm prvided by the Issuer. The Subscriptin Agreement cntains, amng ther things, representatins and warranties required t be made by the purchaser that it is duly authrized t purchase the Shares, that it is purchasing fr investment and nt with a view fr resale and as t its crprate status r ther qualificatins t purchase Shares n a private placement basis; a Risk Acknwledgement Frm, attached t the Subscriptin Agreement; 13

16 (c) (d) (e) if the purchaser is resident in Alberta and subscribes fr mre than $10,000 in Shares, a frm cnfirming their status an Eligible Investr, as described abve, which frm is attached t the Subscriptin Agreement; if the purchaser is nt an individual, a TSX Venture Exchange 4C Crprate Placee Registratin Frm attached t the Subscriptin Agreement (unless such frm has been previusly filed and the infrmatin therein is still current and crrect); and any ther frms, declaratins and dcuments as may be required by the Issuer t cmplete the subscriptin. The purchaser must pay the subscriptin price in respect f the Shares subscribed fr by way f a certified cheque r bank draft payable t Canaccrd Genuity Crp. r payment f the same amunt in such ther manner as is acceptable t the Agent, and deliver all f the freging t Canaccrd Genuity Crp., 609 Granville Street, Suite 2200, Vancuver, B.C., V7Y 1H2 Attentin: Linda Sclater, Canaccrd Retail Syndicatin. The Issuer reserves the right t accept r reject subscriptins in whle r in part and t cease the Offering at any time withut ntice. All subscriptin prceeds will be held in trust until midnight n the secnd business day after the day the purchaser signs the Subscriptin Agreement. In the event that such purchaser prvides the Issuer with a cancellatin ntice prir t midnight f the secnd business day after the signing date, r the Issuer des nt accept such purchaser s subscriptin, all subscriptin prceeds will be prmptly returned t such purchaser withut interest r deductin. The initial clsing f this Offering is expected t ccur n r abut the Clsing Date, r such earlier r later date as may be determined by the Issuer. Other clsings may ccur subsequent t that date. It is expected that definitive certificates representing the securities underlying the Shares will be available fr delivery n the Clsing Date. Clsing f the Offering is cnditinal upn the cncurrent cmpletin f the Transactin as well as additinal cnditins set ut in the Agency Agreement. 6.1 Tax Advice ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY Yu shuld cnsult yur wn prfessinal advisers t btain advice n the tax cnsequences that apply t yu. Prspective purchasers shuld cnsult their wn tax advisrs fr advice with respect t the incme tax cnsequences assciated with their acquisitin, hlding, and dispsitin f Shares under this Offering Memrandum and with respect t their particular circumstances. Neither the Issuer nr its cunsel makes any representatins with respect t the incme tax cnsequences t any prspective purchasers. 6.2 RRSP Eligibility Nt all securities are eligible fr investment in a registered retirement savings plan ( RRSP ). Yu shuld cnsult yur wn prfessinal advisers t btain advice n the RRSP eligibility f these securities. 14

17 In the pinin f S. Paul Simpsn Law Crpratin, cunsel t the Issuer, n the Clsing Date, prvided that the Shares are n that date listed fr trading n a designated stck exchange (which includes Tiers 1 and 2 f the Exchange), the Shares will be qualified investments under the Tax Act fr a trust gverned by a registered retirement savings plan ("RRSP"), registered retirement incme fund ("RRIF"), registered disability savings plan, deferred prfit sharing plan, registered educatin savings plan r tax-free savings accunt ("TFSA"), all as defined in the Tax Act (cllectively, the "Investment Plans"). If the Shares are a "prhibited investment" (as defined in the Tax Act) fr a trust gverned by a TFSA, RRSP r RRIF (a "Registered Plan"), the hlder f the TFSA r the annuitant f the RRSP r RRIF, as the case may be, (such hlder r annuitant being a "Cntrlling Individual" f the Registered Plan) will be subject t a penalty tax n the Shares as set ut in the Tax Act. A Share will generally nt be a prhibited investment fr a trust gverned by a Registered Plan held by a particular hlder prvided that the Cntrlling Individual deals at arm s length with the Cmpany fr the purpses f the Tax Act, and des nt have a "significant interest" (as defined in the Tax Act) in either the Cmpany r a crpratin, partnership r trust that des nt deal at arm s length with the Cmpany fr purpses f the Tax Act. In general terms, a Cntrlling Individual f a Registered Plan will have a significant interest in the Cmpany if the Registered Plan, the Cntrlling Individual, and ther persns nt at arm s length with the Cntrlling Individual tgether, directly r indirectly, wn nt less than 10% f the utstanding Shares f the Cmpany. 7.1 Agency Agreement ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS BHK has entered int an engagement letter with the Agent (Canaccrd Genuity Crp.), and will n the Clsing Date, enter int the Agency Agreement with the Agent, pursuant t which BHK has appinted the Agent as its agent under the Base Offering t ffer fr sale n a cmmercially reasnable effrts basis pursuant t exemptins frm prspectus requirements 16,000,000 Shares at a price f $0.20 per Share fr aggregate prceeds f $3,000,000. The Agent has been granted the Overalltment Optin t sell an additinal 5,000,000 Shares ver and abve the Base Offering t generate additinal grss prceeds f $1,000,000. The Offering will clse cncurrently with the Transactin, subject t the terms and cnditins in the Agency Agreement. Pursuant t the Agency Agreement, the Issuer will pay the Agent a cash cmmissin f 9% f the grss prceeds placed in the Offering (including any Shares sld pursuant t the Overalltment Optin), excluding Shares sld t subscribers n the President s List, fr which the Agent will receive a cmmissin representing 4.5% f the grss prceeds frm such sales, payable in cash. The Agent will als be issued Agent s Warrants equal t 9% f the Shares sld in the Offering, excluding Shares sld t subscribers n the President s List, fr which the Agent will receive Agent s Warrants equal t 4.5% f the Shares placed t such subscribers. The Agent s Warrants will be exercisable at a price f $0.20 per Share fr a perid f twenty-fur (24) mnths fllwing the Clsing Date. The Issuer will pay the Agent (i) a crprate finance fee equal t $65,000, payable thrugh the issuance f 325,000 Crprate Finance Shares, with the crprate finance fee and thereby the number f Crprate Finance Shares increasing with the exercise f the Overalltment Optin r any increase in the size f the Offering and (ii) an administrative wrk fee f $3,000 payable in cash, and has agreed t reimburse the Agent s expenses, f which $35,000 has been advanced t date. The Issuer has als agreed t pay t the Agent an advisry wrk fee equal t $75,000, f which $35,000 has been advanced t date. 15

18 The Agent has agreed t use cmmercially reasnable effrts t secure subscriptins fr Shares n behalf f BHK and may make c-brkerage arrangements with ther investment dealers at n additinal cst t BHK. The bligatins f the Agent under the Agency Agreement may be terminated at its discretin n the basis f its assessment f the state f financial markets and may als be terminated n the ccurrence f certain events as stated in the Agency Agreement. ITEM 8: RISK FACTORS Investment in the Shares shuld nly be made after cnsulting with independent and qualified surces f investment and tax advice. Investment in the Shares at this time is highly speculative due t the stage f the Issuer s develpment. Investrs must rely n management f Issuer. Any investment in the Issuer at this stage invlves a high degree f risk. In additin t factrs set frth elsewhere in this Offering Memrandum, prspective purchasers shuld carefully cnsider the fllwing factrs, many f which are inherent t the wnership f the Shares. An investment in the Shares invlves varius risks and uncertainties. The risks discussed in this Offering Memrandum can adversely affect the Issuer s peratins, perating results, prspects and financial cnditin. This culd cause the value f the Shares t decline and cause investrs t lse part r all f their investment. In additin t thse set ut belw and elsewhere in this Cnfidential Offering Memrandum, ther material risks and uncertainties f which the Issuer is nt presently aware may als harm the Issuer s business activities. The fllwing is a summary nly f the material risk factrs invlved in an investment in the Shares. Prspective purchasers shuld review the risks with their legal and financial advisrs. 8.1 Issuer Risks Dependence n the Prperty The Resulting Issuer will be an explratin stage cmpany and as such des nt anticipate receiving revenue frm its mineral prperties fr sme time. The Resulting Issuer will be slely fcused n the explratin and develpment f the Prperty, which des nt have any identified mineral resurces r reserves. Unless the Resulting Issuer acquires additinal prperty interests, any adverse develpments affecting the Prperty culd have a material adverse effect upn the Resulting Issuer and wuld materially and adversely affect any prfitability, financial perfrmance and results f peratins f the Resulting Issuer. Mineral explratin and develpment invlves a high degree f risk and few prperties that are explred are ultimately develped int prducing mines. There is n assurance that the Resulting Issuer s mineral explratin and develpment prgrams at the Prperty will result in the definitin f bdies f cmmercial mineralizatin. There is als n assurance that even if cmmercial quantities f mineralizatin are discvered that Prperty will be brught int cmmercial prductin. Failure t d s will have a material adverse impact n the Resulting Issuer s peratins and ptential future prfitability. The discvery f bdies f cmmercial mineralizatin is dependent upn a number f factrs, nt the least f which is the technical skill f the explratin persnnel invlved. The cmmercial viability f a mineral depsit nce discvered is als dependent upn a number f factrs, sme f which are the particular attributes f the depsit (such as size, grade and prximity t infrastructure), metal prices and gvernment regulatins, including regulatins relating t ryalties, allwable prductin, imprting and exprting f minerals and envirnmental prtectin. Mst f the abve factrs are beynd the Resulting Issuer s cntrl. Operatins in Gabn The Resulting Issuer will be cnducting all f its explratin and develpment activities primarily in Gabn, 16

19 which is an emerging market. Investments in securities invlving emerging markets typically invlve a higher degree f risk that is nt assciated with investments in securities invlving mre mature markets. The Issuer believes that the Gvernment f Gabn strngly supprts the develpment f its natural resurces by freign peratrs. Hwever, there is n assurance that future plitical and ecnmic cnditins in Gabn will nt result in the gvernment adpting different plicies respecting freign develpment and wnership f mineral resurces. Any such changes in plicy may result in changes in laws affecting wnership f assets, taxatin, rates f exchange, envirnmental prtectin, labur relatins, repatriatin f incme and return f capital, which may affect bth the ability f the Resulting Issuer t undertake explratin and develpment activities in respect f future prperties in the manner currently cntemplated, as well as its ability t cntinue t explre and develp the Prperty. The ecnmy f Gabn differs significantly frm the ecnmies f Canada, the United States and Western Eurpe in such respects as structure, level f develpment, grss natinal prduct, grwth rate, capital reinvestment, resurce allcatin, self-sufficiency, rate f inflatin and balance f payments psitin, amng thers. Grwth rates, inflatin rates and interest rates f develping natins are expected t be mre vlatile than thse f western industrial cuntries. As is the case in relatin t ther emerging markets, there have been allegatins f crruptin and misuse f funds by public fficials in Gabn. Since 2002, Gabn has implemented varius measures t prevent and fight crruptin and unlawful enrichment. Examples f recent key refrms include the demtin r arrest f gvernment fficials, the creatin f the Agence Natinale d Investigatin Financière, which is respnsible fr mney laundering-related matters and the apprval f a strategy paper n the fight against crruptin and mney laundering (Dcument de Stratégie de Lutte Cntre la Crruptin et le Blanchiment des Capitaux). Despite these refrms, crruptin remains a serius prblem impacting Gabn, its affairs, plitical cnditin and ecnmy. There have been a number f high-prfile cnvictins fr crruptin. Failure t address these issues, cntinued crruptin in the public sectr and any future allegatins f r perceived risk f crruptin in Gabn culd have an adverse effect n the Gabnese ecnmy and may in turn have a negative effect n the Issuer s ability t attract investment. Several factrs cntinue t cnstrain freign investment in Gabn, including: a limited capacity and decisin-making authrity, a lack f a clearly-established and cnsistent prcess fr cmpanies t enter the market, high prductin csts, a small dmestic market, rigid labr laws, limited and pr infrastructure (transprtatin, telecmmunicatins, etc.), a cumbersme judicial system, and incnsistent applicatin f custms regulatins. Gabn's legal system is based n the French mdel, with a written cde f cmmercial law. The law is nt cnsistently applied and delays are frequent in the judicial system. Lack f transparency in administrative prcesses and lengthy bureaucratic delays, ften withut explanatin, raise questins fr cmpanies abut fair treatment and the sanctity f cntracts. Mrever judicial capacity is weak and many gvernment cntacts underscre the need fr specialized training in technical issues such as mney laundering and envirnmental crimes. The Resulting Issuer s peratins will be subject t risks assciated with perating in a freign jurisdictin, including plitical, infrastructure, legal and ther unique risks. On the adptin f Decree N. 673/PR/MECIT f May 16, 2011, freign investments made in a Gabnese cmpany, either directly r indirectly, prir t the cming int the frce f the Decree were required t cmply with a prir authrizatin frm the Minister f Ecnmy by May 16, 2012, failing which a cmpany s activities in Gabn culd be suspended until such cmpany has been granted such authrizatin by the Minister f Ecnmy. Such prir investrs in the Target did nt btain such authrizatins, but n suspensin f activities has been made r is believed t be pending. In cnnectin with the transactins cntemplated by the Share Purchase Agreement, the Issuer s legal 17