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- Open House & Free Intro Classes
Wednesday September 3 & Thursday September 4!
Please note we will be CLOSED on Labor Day Monday September 1st
Summer is a busy, vibrant time at Prana, and we're savoring the summer days while looking forward to healthy new routines in fall. Flow with grace into the transition by stretching, breathing & toning with yoga! View our new fall schedule, registration for fall classes is available now!
New to yoga? Have a friend or loved one who is? Visit our beautiful studio and try one of our free introductory yoga classes to experience the benefits of yoga firsthand. We'll be offering tea & treats as well, join us!
Free Intro & Specialty Class Schedule:
(all other classes are regular price)
Wednesday Sept 3rd
4:30-5:30pm - Gentle Yin Yang with Kate
6-7:15pm – Therapeutic Yoga For Backs with Kate
6-7:15pm – Hot Yoga Flow with Denise
7:30-9pm – Candlelight Yin Flow with Kate
7:45-9pm – Hatha Beginner with Isabelle
Thursday Sept 4th
6-7:15pm – Hatha Beginner with Sean
6-7:15pm – Yoga For Pregnancy with Amanda
7:30-9pm – Yoga Hips with Sean
7:30-9pm – Akhanda Restorative Flow with Leala
*Please note, you do not have to register for the free classes but it's recommended that you arrive 10-15 minutes early.
- Kids Yoga Teacher Training Intensive
*You do not need to be a yoga teacher to take this training!*
Spend a weekend immersed in the world of kids yoga with this fun, interactive and inspiring workshop. Teaching Kids Yoga Level 1 is the Yoga In My School foundational kids yoga teacher training course, providing comprehensive education on how to effectively teach yoga to children 4-12 years of age. Includes experience teaching real children, practice teaching with your peers and learning directly from Yoga In My School founder Donna Freeman.
The workshop also includes a 2 hour FREE kids yoga class on Sunday afternoon 2-4:00 which provides participants with hands-on experience teaching yoga to kids. Max 12 kids ages 5-12.
The training curriculum includes:
- Intro to Kids Yoga: what is kids yoga, how it is differs from adult classes, joys and challenges of teaching kids yoga
- Understanding Yogic Philosophy (yamas and niyamas)
- Importance of a personal practice and assistance in developing one that fits your lifestyle
- Benefits of yoga for kids
- Research behind kids yoga
- Pranayama for kids with specific exercises to make breathing fun and engaging
- Key methodology to meet the every changing needs of each individual child
- Child growth and development: Preschool to Tween
- Differences between teaching boys and girls: what to be aware of and how to do this effectively
- Classroom Management: how to promote responsibility & learning
- Relaxation techniques that work quickly and effectively
- The power of affirmations
- Guidelines and steps to successful guided visualizations for kids
- How to create engaging kids yoga classes: keys and components of Lesson Planning
- How to use props in kids yoga class
- How to use music and children's literature in kids yoga class
- 60 child friendly yoga poses
- 17 guided imagery texts
- 20 yoga games and activities
Cost is $395 + GST
- Akhanda Yoga Workshop Series
With Erik Hanzen
Sundays 9:30-11:30am.
Sept 14, 21, 28 & Oct 5
$80 + gst
In this workshop series you will experience the joy of a full traditional yoga class combining all the elements of Patanjali's yoga sutras including: mantra, pranayama, asana, philosophy and meditation. Come prepared to open your heart, mind and body to a new way of being in your life.
- Yoga for a Revived Motherhood
3 week class series
Mondays 12-1:30pm
September 15, 22, 29
"One of the hardest parts of post-partum depression is that the birth of a baby is supposed to be a blessing. A harvest of love. Quiet time spent inhaling the soft, earthy sweet smell of new skin. But instead, I felt like I was dying. I couldn't sooth my baby. I couldn't sooth myself. And I didn't feel like I could tell most people." – Lynn from "The Light Will Find You" blog
Postpartum depression affects up to 1/3 of new mothers and can arise anytime from after the birth until 18 months later. This 3 week session will address many issues that arise with baby blues, postpartum depression and postpartum anxiety.
We will learn how mindfulness and awareness can help to identify and examine our inner most feelings. We will examine connections – to ourselves, our babies and our partners. We will examine our own expectations within and the expectations of those around us.
If you are a brand new mom and want to have a toolbox to access during times of being overwhelmed, anxious or otherwise, or you're a mom already experiencing Post Partum Depression or Anxiety, this series is for you.
Join Amanda on this exploration of motherhood and see what may be able to shift internally to make motherhood a more enjoyable or restful experience.
Mothers can come with or without baby.
- Journey to Self Healing with Courtney KennettSaturday Sept 20, 1-4pm
$40 + GSTNegative self-talk and self-criticism is an ongoing issue for many. Whether it be through comparing ourselves to others, focusing on our flaws, or caring too much about others' opinion, we eventually tear ourselves down to the point of self-loathing and unhappiness.
Through journaling, meditation, mantras, breathwork and yoga asana, Courtney has overcome every known eating disorder, body dysmorphia and major depression.
Join Courtney as she helps you explore a path of Yoga that will guide you towards self-healing, self-worth and self-love. From struggling with many issues herself, Courtney has found ways to integrate yogic techniques to calm the mind, repair the body and uplift the soul.
- Urban Priestess: Red Temple SOUL-rority
Together we embark upon a quest for our own enchantment. It will take us to a place where what is feminine is sacred. There we can become who we are meant to be and live the life we are meant to live ~ Marianne WilliamsonAn Urban Priestess is a woman who is searching for something MORE. A woman who leans into herself and whose spirituality becomes a lived and embodied experience of her inherent wisdom, freedom, love, and power.There is no more powerful place to dive deeper into our inner landscape to retrieve (and celebrate) the lost treasures of our soul than in a circle of conscious women. Gathering as women, for women. To celebrate, support, and heal one another through our very Presence.This not a therapy or a support group. It is a Yogini circle where we drop our masks, and let the beauty of our authentic face be seen in all its glory and pain, passion and vulnerability. We fill our cups with the medicine of sacred alchemy as we gather in a real and dynamic way to prioritize our inner lives while walking the spiritual path together.DISCOVER how to create a personal feminine spiritual embodiment practice with the sole focus of: caring for your body, nourishing your sexuality, respecting your emotions and intuition, creating your dreams, and honoring your spirit.EXPLORE various wisdom traditions – from yoga philosophy, Buddhism, Chinese Medicine, Ayurveda, Celtic, Druidic, Native American, Women's Spirituality and more – to help knit yourself back into the rhythmic weave of nature and realign yourself with the rhythms of lunar, solar, and seasonal cycles.EMBODY your Shakti (divine feminine) essence through exploring archetypes, storytelling, chanting, ritual, movement/asana, breathing/pranayama, drumming, meditation, and journaling while tapping into your innate feminine brilliance.Join us in remembering your Beingness, Womb Wisdom, and sumptuous She while moving into deeper levels of Grace within yourSelf.Will you heed the call of the Urban Priestess within you?Your heroine journey awaits…Priestess In-Training 2 Circle Pass: $55 + GSTPriestess Full Training 4 Circle Pass: $100 + GSTPriestess' in Sisterhood: Bring a friend and you both get 10% off!*includes an invitation to our online forum and soul work suggestions for between gatheringsSelect Fridays7:30-9:30pmSept 19Oct 24Nov 21Dec 12No matter if you plan on claiming space among our circle of sisters for a few or all of the dates, we ask that you please register by 9pm Wed Sept 17th.
- Compassion Meditation Workshop
Saturday Sept 20, 10am – 12pm
$35 + gst
Tong Len meditation (Tibetan for giving and receiving) helps us cut the roots of our suffering. This Buddhist meditation practice reduces our self-cherishing attitudes by connecting us to others. When we contemplate others, our own problems are put into perspective. Emotions such as depression, anxiety, and isolation melt away and we feel connected. We feel love. Please join me for two hours of mental exercise. Expand your capacity to feel compassion and in doing so, find the inner peace you've been seeking.
- Cultivating Emotional Wellbeing With Yoga & Meditation
Saturdays Sept 27, Oct 4, 11, 18, Nov 1
In this five-week class series, practitioners will learn various yoga and meditation tools and techniques to effectively manage stress, anxiety and mild depression.
"I just wanted to thank you again for the yoga with anxiety class. I am so happy to have finally entered the world of yoga and hope to continue on the path. I appreciate you holding our class for the past few weeks even though it was so small. It really did come at a time of need for myself and I could sense for the other ladies as well. It has opened up a new world of discovery and reflection within myself and has truly helped me open myself up to a journey which will continue to actively involve yoga and meditation to help with my anxiety. Your personal stories on your struggles with anxiety and with your journey in life weregreat to hear as I could relate to so much of it. It gives me faith and hope that things will continue to get better and I can gain back control of my life. I know overcoming my anxiety is going to involve alot of dedication and hard work andthat yoga is only part of the journey but thank you for giving me these tools to help on that journey." Anonymous
- Four Week Introduction To Meditation
Sundays 7:30-8:30pm
Sept 28 – Oct 19
$60 + gst
Join Jane Marshall as she shares meditation techniques she's learned from her studies in Tibetan Buddhism and Himalayan travels. You'll come away with four distinct practices that can be used in daily life to help generate serenity and insight.
Experience peace from the inside out
- Sacred Sounds Tibetan Bowl Concert
Sunday, September 21, 2014
Come and spend an evening with the enchanting sounds of Shaman John Or's Singing Tibetan Bowls and Gongs.
John performs a concert of etheric music with an ensemble of up to 40 Singing Bowls. A foremost expert in the world of Singing Bowls, John has hand selected the finest bowls over many years from collections all over Asia, Europe and North America to create his celestial orchestra.
Described as "star music" and "galactic sound", this form of ancient technology activates the senses and subtle bodies on an inner journey through time and space.
Experiences vary throughout the concert from grounding to expansive, sublime and meditative as John explores the subtle dynamics of Sacred Sound.
For tickets contact Marthe Murphy @ Body of Life
780 231-6230 or email@example.com
- Yin Yoga Training Intensive Discovering the healing potential of a yin practice is becoming more common. This 15 hour training is designed for both yoga teachers and dedicated yoga practitioners to delve deep into the practice and theory of Yin Yoga, exploring anatomy, meridian theory, sequencing, safety in postures, and mindfulness.Program of Study:
- Form, method of instruction, benefits and cautions of Yin postures
- Learning to sequence for both teaching a yin class or as a home practice
- Anatomy and the physical/mental benefits of Yin Yoga
- Learn about energetic meridians and how they apply to Yin Yoga
- Mindfullness theory – learning to sit with the mind in the intensity of Yin Yoga
This training is recommended for RYT's who would like to teach yin yoga, as well as for dedicated yoga students who would like to add depth and dimension to their own practice while increasing experiential knowledge.
Carly Forest has taught in and around Victoria BC for over a decade. She began her meditation training in 2002 and has sat numerous retreats since then, in both the Theravadin and Tibetan Buddhist traditions. She has studied Yin Yoga in depth with both Paul Grilley and Sarah Powers and has completed an 18 month Mindfulness Yoga and Meditation Training at Spirit Rock. She is an endorsed Insight Yoga teacher, after completing her training with the Insight Yoga Institute in California. Carly is a volunteer counsellor through the Esquimalt Neighborhood House and is currently undergoing training in medical qi gong. She offers deep gratitude and respect to her primary teachers Sarah Powers and Jennifer Welwood.
Carly's style provides her students with a range of mindfulness-based philosophy woven through the asana practice. She teaches workshops, retreats, and teacher trainings locally and abroad.
A Yin Yoga teacher training manual developed by Carly will be included in the cost of the course.
Required Reading: Insight Yoga by Sarah Powers (not included with registration cost)
*This training filled last time! Reserve your spot soon!*
Tuition and Registration
Tuition: $375 + GST
Early bird registration – $350+GST until October 10, 2014.
Friday, November 7: 5:30pm-9:30pm
Saturday, November 8: 12pm-6pm
Sunday, November 9: 10am-5pm
- Prenatal Yoga Teacher Training
November 14, 15, 16
November 28, 29, 30
December 12, 13, 14
Fridays: 5:30-9:30
Saturday & Sunday 9-6
Ever wonder what happens to the female body during pregnancy and postpartum?
Do you wonder how to safely teach postures and breathing techniques to expectant mothers?
Prana Yoga Studio, for the first time, is offering a full Prenatal Yoga Teacher Training. Certified with Yoga Alliance, you will emerge from this training with knowledge on:
- Safe postures for each stage of pregnancy and postpartum
- Breathing techniques for each stage of pregnancy and postpartum
- A deeper understanding of pelvic floor muscles and anatomy
- A deeper understanding of the anatomy of pregnancy, birth and the postpartum stage
- A guideline on aryurvedic principals for pregnancy and beyond
- A guideline of mantras to be used during pregnancy, birth and postpartum An idea on sequencing a prenatal class as well as a postpartum class
- An overall feeling of confidence in the ability to teach prenatal and postpartum yoga classes.
Any yoga teacher or person wanting to dive deeper into prenatal knowledge while learning the skills to teach prenatal and postnatal yoga, as well as those who want to learn how to safely guide expectant moms in their regular yoga classes are invited to take this training.
Led by Soledad Agosto and Leala Enfield this training is sure to create a deeper understanding into the care and safety required when teaching expectant mothers.
Additional teachers: Amanda Whiting
Additional class observation & practicum hours are required and can be completed before, during or after the program.
Cost: $995 + GST
- Top Choice Award – Best Yoga Studio 2014
Your votes were heard and Prana has received the Top Choice Award for Best Yoga Studio of 2014. Thank you yogis & yoginis!
Prana Yoga Studio was founded on the vision of creating a center for growth and beauty, nourished by the rich traditions of yoga. By connecting breath, movement and awareness, students are inspired to move past the boundaries of the conditioned mind, into a state of clarity and transformation. Our team is made up of a group of dedicated and professional yoga practitioners both highly trained and passionate about sharing their love of yoga with others.
We have designed our center to be both calming and uplifting, so that the moment you walk through our doors you will experience a state of inspiration, transformation, and release. The invitation is to focus deeply on yourself, to reconnect with your breath, your body, and your very essence. Our classes are non-competitive, ranging from absolute beginner classes to challenging and dynamic flow styles. Whether students are coming to increase their level of fitness, release stress, or calm their mind, they will discover so much more than just fantastic classes… they will discovery health, peace and community! Read more about Prana and our teachers under the "about" section of the website.
Thank you for being a part of the Prana community, we truly appreciate your support!
- Deva Premal concert in Edmonton!
Friday, September 19th 7:30 pm at the Oasis Conference Center
You've heard her enchanting voice in almost every yoga class you've taken… now see her live! Amazing music in an exquisite West End venue…
- Save The Date
Red Moon Mandala: Yoga for Women's Cycles, Rhythms, and Well-Being
Saturday Oct 18th, 1-6pm
Yoga Medicine: Moving Into Grace Part 1
Anatomy, Asana, Biomechanics, and Therapeutic Intensive
Saturday Nov 1st, 1-5pm
& Sunday Nov 2nd, 10am-4:30pm (includes lunch break)
Yoga Medicine: Moving Into Grace Part 2
Energy Anatomy (doshas, chakras, meridians, gunas) and Therapeutic Intensive
Saturday Nov 22nd, 1-5pm
& Sununday Nov 23rd, 10am-4:30pm (includes lunch break)
Registration and more info coming soon…


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Archived Story
Miller, Price qualify for state XC meetPublished 12:34am Monday, October 28, 2013
Jim Walker
PEDRO — It was a great day for a run. So good, two area cross country runners are making plans to run some more.
At last Saturday's Division II regional meet at Pickerington North High School, Rock Hill's Seth Miller ran a 17:05.44 time to finish 14th and qualified for the state cross country meet Saturday.
In the girls' Division II meet, Fairland's Jessica Price earned a state berth by finishing No. 1 with a 19:40.86 time.
Allyson Malone of Alexander won the meet with a 19:14.61 time.
The top 16 finishers advance to the state meet to be held at National Trail Raceway in Hebron. The boys' Div. II meet begins at 2:15 p.m. The girls' Div. II meet is at 11:45 a.m.
Also running for Fairland were Angel Wallace (No. 91 at 23:01.21), Kaylan Hager (No. 100 at 23:23.61), Abby Hankins (No. 109 at 23:51.88), Emma Fulks (No. 112 at 24:12.79) and Jacie Rucker (No. 121 at 26:37.67).
The Lady Dragons were No. 13 as a team with 296 total points.
South Point's Tyler Mathes ran a 17:40.72 and was No. 36 overall. Josh Sifford of Fairland was No. 50 with a time of 17:52.13.
The winning time was 16:01.99 by Matt Bromley of Sheridan.
In the Division III boys' meet, Ironton's Chad Garris had a 19:58.31 clocking and finished No. 93 overall.
Coal Grove's Wyatt Schultz was No. 113 with a 22:16.09 time and teammate Michael Kearns was three spots back at 22:45.07.

subset: commoncrawl


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I have the name and address of a man that is doing research on the Strang family from Scotland. I am not sure if it is the same line that you are looking for, but would be glad to help, If I can.
Linda Prescott
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Posted Aug 15, 2013By
Millions of people celebrated V-J Day (Victory in Japan) across the United States, Britain and Europe after Japan surrendered, on Aug. 14, 1945, ending World War II. 2013 marks the 68th anniversary of V-J Day.
Edwin E. "Buzz" Aldrin Jr. and Neil Armstrong were the first men to walk on the lunar surface. The trio
Yosemite has inspired generations of people for thousands of years. On June 30, 1864, Congress enacted the Yosemite
Photos from the 133-year history of Denver's Union Station which will reopen to the public in July of 2014.
The great Allied invasion of Europe began 70 years ago in Normandy, France. Operation Overlord was the largest amph
May 17, 2014 makes the 60th anniversary of the Brown v. Board of Education decision that struck down "separat
A German submarine (U-boat) U-20 torpedoed and sank the Lusitania, a swift-moving British cruise liner traveling fr


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Football Accumulator Tips – 23-24 August
Selections from the Championship, Football League and Scottish Premier League make up the bets for today's football accumulator tips on Sportingly Better, returning odds of 5.11. Football Accumulator Tips Watford (1.75) v Leeds (5.00); Draw (4.00) Watford will be looking to make […]
Chelsea v Leicester – Betting Preview
Chelsea's title quest kicked off in impressive fashion on Monday night, despite falling a goal behind at Turf Moor. Sportingly Better tipster Jonathan Day takes a look at the Premier League leader's next match against Leicester City this weekend, with […]
Fantasy Football Tips – Gameweek 2
Manchester United's defeat at home to Swansea was the most surprising defeat of the round, with Arsenal, Chelsea, Liverpool and Manchester City all winning. Sportingly Better picks out the best fantasy football tips for Gameweek 2, as Manchester City host […]
Latest Free Football Tips
Chelsea v Leicester – Betting Preview
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Football Predictions
Top Newcomer Betting – Back QPR to be the Top Promoted Team
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Netherlands v Argentina – Betting Preview
Brazil's humiliating 7-1 defeat to Germany last night caught
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Chelsea's title quest kicked off in impressive fashion on
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After 32 days of exhilarating World Cup action, the


text: 500 pts Kalf Fry Trivia <THE BOMB SQUAD Angela Weiss/Getty Images For PEOPLE Magazine What annual Kalf Fry is this year's show? Click here for the answer. Sign in to Participate Category: Trivia Ends: Tuesday October 16 at 12:48PM CDT Share on Facebook Share on Twitter More Leave a comment Send to a friend! Print this page Pin it! Reddit This! Share on Tumblr! More Ways To Get and Use Points Autographed Five Finger Death Punch-Volbeat Dean GuitarFMX Word Of The Day$150 Sunglass Hut Gift CardCharcoal SmokerOutdoor HeaterBose Headphones


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The missionary miracle you won't believe!
- March 09, 2012 |
So why is it that, I wondered, instead of starting off at the manger, these gospels begin with John the Baptist?
- March 09, 2012 |
You and me, we know ministry is not a 9-5 kind of job. It will often go home with you and we don't do it for the money. It's stressful, taxing and sometimes there are no end results due to the revolving door of people. There may even be moments when we wish we could just "not care" anymore. It's in our weakest moments that we dream of an "off" switch to the constant need for ministry.
- March 08, 2012 |
Some inspiring quotes to commemorate the day and the women in our lives.
- March 08, 2012 |
You can learn a lot about a person by what happens when he or she chooses to "go without." This is what I'm learning these first few weeks of my Lenten fast from all things snacky and salty.
- March 07, 2012 |
You are one of the few types of wives that assume more than just your husband's last name. Similar to the First Lady, you obtain an unspoken role of leadership in your church. Some of you thrive in this role and others of you fear it. Or maybe you do both, like me.
- March 07, 2012 |
Seasons come and seasons go but the faithfulness of our God equips us to finish well.
How can a humble checklist make a difference in your marriage?
As a 24 year old, almost college graduate with very little authority in the grand scheme of world issues, the Church is one thing I can speak to.
You stimulate change. That's your goal. It's what you've been called to do by God. Your position is one of pressure and divine dependance.
As the first song begins to play, you can't hear what the worship leader is saying because the guilt and shame and baggage of your week is loudly clashing and clanging around your mind.
If you have came to an impasse with more faith questions than answers, you're not alone.
The people here were saddened by the inadequacy of what they were building. They wanted it to be more—more beautiful, more grand, more worthy of being the Lord's house. But the Lord steps in and reminds them that that isn't what this is all about. It isn't about the grandeur of how it appears, but about the grandeur of the Lord himself.
Entering and exiting the building doesn't determine when we put on or take off our identity as "the Church." As one who has entrusted their life in the risen Jesus Christ, you and I are the Church at all times, in all places.
- March 03, 2012 |
On Ash Wednesday, they got my order wrong at Starbucks. And I received an unexpected lesson about grace.
- March 02, 2012 |
Here are your Top 10 Favorite posts from over at The Girl that Sings. Bring it on March!
- March 01, 2012 |
Of all the things one woman did to improve her marriage, this emerged at the top of the heap.
- March 01, 2012 |
The church we attend is a small-ish size church, humble with a couple hundred members who meet together week after week. One of the things that comes with going to a smaller church is that everyone ends up needing to pitch in, plug the holes to keep the church afloat… Whether those holes look appealing or not.
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Do you ever wish your husband would just talk more? Here's how to find out what he may already be saying.
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Girls as young as 7-9 are being forced to have sex as much as 50 times a day (every 15 minutes for 12 hours). This trade brings in over $32,000,000,000 a year (2nd in the world, only to drugs)
- February 27, 2012 |
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text: BC First Nations Energy & Mining Council Sharing the Wealth: First Nation Resource Participation Models March 2010 Table of Contents FNEMC Sharing the Wealth Section 1 Introduction .............................................................................................................................................................................................. 3 Section 2 Background ............................................................................................................................................................................................... 3 2.1 Past Practices................................................................................................................................................................................................ 3 2.2 Current Situation .......................................................................................................................................................................................... 4 2.2.1 First Nation Resolve...................................................................................................................................................................................... 4 2.2.2 Duty to Consult............................................................................................................................................................................................. 4 2.2.3 Investor Confidence...................................................................................................................................................................................... 5 Section 3 Foundations .............................................................................................................................................................................................. 5 3.1 BC First Nations Mineral Exploration and Mining Action Plan Principles..................................................................................................... 5 3.2 Compensation vs. Benefits ........................................................................................................................................................................... 7 3.3 Resource Agreements .................................................................................................................................................................................. 8 3.3.1 Exploration Agreements ............................................................................................................................................................................... 9 3.3.2 Negotiation Agreements .............................................................................................................................................................................. 9 3.3.3 Impact Benefit Agreements........................................................................................................................................................................ 10 3.4 Revenue Sharing vs. Resource Agreements ............................................................................................................................................... 11 3.5 Rights and Resource Agreements............................................................................................................................................................... 11 Section 4 Model for First Nation Financial Participation in Mining Projects.......................................................................................................... 12 4.1 Financial Models......................................................................................................................................................................................... 12 FNEMC Sharing the Wealth Page 1 4.1.1 Gross Overriding Royalty (GORR) ............................................................................................................................................................... 12 4.1.2 Equity.......................................................................................................................................................................................................... 12 4.1.3 Profit Share ................................................................................................................................................................................................. 13 4.1.4 Fixed Payment ............................................................................................................................................................................................ 13 4.1.5 Guaranteed Base with Upside .................................................................................................................................................................... 14 5 Illustrative IBA Financial Schedule .................................................................................................................................................................. 15 Section 6 Summary................................................................................................................................................................................................. 21 FNEMC Sharing the Wealth Page 2 Section 1 Introduction The BC First Nations Mineral Exploration and Mining Action Plan (2008) set out the agreed upon goals to ensure the meaningful participation of BC First Nations in mining projects situated in First Nation traditional territories. Goal 4 of the Action Plan, Build Profitable and Sustainable Economic Opportunities for First Nations calls for the creation of "a series of potential effective models for IBAs, profit and sharing equity between First Nations and mining and exploration companies". The objective of this paper is to contribute to this goal by setting out the principles, mechanisms and models that will help guide First Nation participation in resource developments in First Nation traditional territories. The content is not intended to be prescriptive – it is recognized that one size will not fit all and that each project will have its unique circumstances. Rather, the intent is to provide a clear explanation of the rights of British Columbia First Nations to participate and benefit from projects in their traditional territories and to set out a process and models through which the exercise of these rights may be realized. Section 2 Background 2.1 Past Practices The history of First Nation relationship with industry has been one of give and take – First Nations gave and Industry took. There are countless examples across Canada and in British Columbia of resource companies coming into traditional territory, interfering with the practice of Aboriginal and Treaty rights, taking natural resources and leaving without any compensation or benefits accruing to the impacted First Nations. Any benefits that were offered to First Nations were at the pleasure of industry – there was no legislative requirement or other impetus for industry to provide any compensation or benefits to First Nations. The few companies that as "good corporate citizens" adopted an internal Aboriginal relations policy, did make efforts to contact and involve First Nation and other Aboriginal communities. However, even in these cases, the benefits were generally limited to a few short‐term employment opportunities and some small business contracts. Most involvement between industry and First Nations in the past occurred with respect to environmental issues. For example, legislation that does require consultation and input from First Nations are the federal and provincial environmental assessment processes. The EA processes have provided First Nations limited opportunity to have their environmental concerns heard and addressed, particularly during EA panel hearings. However, the funding meaningful participation by First Nations has been inadequate and input and accommodation of their interests was not guaranteed, was limited to environmental matters and did not address compensation or benefits. FNEMC Sharing the Wealth Page 3 The same is true for the planning processes imposed by government ‐ forest management planning for example. In these processes, First Nation "values", or areas of significance from a cultural or environmental perspective, are identified and may be accommodated to a limited degree within a forest management plan. In most cases First Nations were not adequately funded to identify these values and even where they did identify these values, the accommodation measures did not address compensation or benefits for the First Nations or their members or impacts on aboriginal and treaty harvesting rights. Past practices have shown that it is unrealistic to expect that industry, who are understandably concerned primarily with their shareholders and their bottom line, will voluntarily seek to involve First Nations in any meaningful way through employment opportunities, business opportunities and sharing of the financial benefits of the project, unless they are required to do so. 2.2 Current Situation Things are changing. There are three key factors that have changed the landscape for the relationships between First Nations and Industry – First Nation Resolve, Duty to Consult and Investor Confidence. 2.2.1 First Nation Resolve First Nations in recent years have developed a clear resolve not to allow industry to continue to reap the benefits from the resources in their traditional lands while ignoring the impacts on First Nations. As one Chief put it, "We are no longer prepared to be passive observers to our future". First Nations across Canada, including in British Columbia, have made it clear that they will use all mechanisms at their disposal to ensure that their interests are protected and that their communities and their members benefit appropriately from developments in traditional territory. It is important to note that most British Columbia First Nations are not anti‐development but rather are seeking to ensure that development proceeds only with their involvement and consent. 2.2.2 Duty to Consult The most significant impetus for meaningful changes in the relationship between First Nations and industry is rooted in the recognition by Canadian courts of the scope and application of Aboriginal and Treaty rights and the nature of the Crown's duty to consult and to accommodate First Nations interests, and in certain circumstances to require the consent of First Nations. This recognition by the courts has forced the provincial and federal governments to become involved in what previously governments viewed as a bilateral First Nation‐ Industry relationship. FNEMC Sharing the Wealth Page 4 The recognition by governments, including the Province of British Columbia, that they must respect the Duty to Consult has led to establishment of bilateral processes in most provinces as First Nations and the provincial governments seek common ground on how the Crown will fulfill this legal obligation. A range of court decisions in the past ten years have begun to provide clarity on the nature and scope of First Nation rights within traditional territories. Landmark decision including Haida, Musquem, Dene Tha, Mikisew Cree and KI‐ Platenix among others, have established the right of First Nations to be consulted if resource projects may impact Aboriginal and Treaty rights. The fact that First Nations may have entered an Exploration or Impact Benefit Agreement with respect to a project, does not in and of itself, relieve the Crown of its duty to consult and accommodate First Nation interests. 2.2.3 Investor Confidence Investors are increasingly knowledgeable about the risks of ignoring First Nation interests when projects are located within traditional territories. High profile protests such as the Tahltan, KI, Six Nations at Caledonia, and Clearwater River Dene on oilsands development, have alerted investors to the perils of ignoring First Nation interests. Simply put, projects which have not reached agreements with First Nations are a greater investor risk – and industry recognizes this fact. Section 3 Foundations 3.1 BC First Nations Mineral Exploration and Mining Action Plan Principles The following principles as set out in the BC First Nations Mineral Exploration and Mining Action Plan are the foundation for the approach and models set out in this paper: • Respect and Recognition: First Nations are the original owners and stewards of our lands and resources. There must be recognition of, and respect for, Aboriginal title and rights, and treaty rights, and for the governance systems and autonomy of individual First Nations. Aboriginal title includes the authority to use lands and resources, to choose the uses to which those lands and resources are put and to benefit from any economic component. Crown (federal and provincial government) and third parties must honour the international standard of free, prior and informed consent based on recognition of, and respect for, Aboriginal title and rights. • Reconciliation and Relationships: Reconciliation and effective relationships are needed amongst First Nations, First Nations and Government, and First Nations and industry. FNEMC Sharing the Wealth Page 5 • Crown Obligations: o Shared decision‐making: The Province must fulfill its commitment to developing new institutions and processes for shared decision‐making over planning, management and tenuring as it relates to all phases of the mining cycle. o Economic Benefits: As the original owners and stewards of the lands, First Nations participate in economic benefits from mining development or protection in all its stages. The Province must fulfill its commitment to develop new institutions and processes for revenue and benefit sharing. o Consultation and Accommodation: Governments must uphold the honour of the Crown and fulfill the Crown's duty to meaningfully consult with, accommodate and compensate, First Nations regarding potential impacts to Aboriginal title and rights, and treaty rights. The Crown must account for the lasting impacts from past mining that infringe Aboriginal title and rights, and culture, and for future mining impacts. • Sustainability: "Take care of the land and water and the land and water will take care of you." Mining development must be conducted in an environmentally, socially, ecologically, culturally and economically sustainable and viable manner for future generations to continue to exercise their rights make their own choices. Reciprocity remains a keystone of sustainability. First Nations sustainability and environmental standards must be respected. • Cultural Diversity: The cultural diversity amongst First Nations must be respected, recognized and supported by governments, the public, and others through adaptive approaches and processes with respect to each First Nation's interests and priorities. The Crown and industry must respect First Nations shared territories and respect First Nations' ability to resolve shared territories issues through Indigenous knowledge, customs and laws. • Communication: First Nations must be fully aware and informed of proposed mining and exploration activities in their traditional territory, prior to any activity. Communication must be ethical and respectful between all parties where First Nations are actively involved. • Quality Research and Information Sharing: Quality, relevant information must be shared with First Nations in a timely and effective manner. First Nations must be involved in determining which studies need to be conducted, the development of the terms of reference for these studies, decision‐making for the researchers and reviewers, as well as approval of the final product. All information and exchanges of information must be conducted in a culturally‐appropriate fashion. FNEMC Sharing the Wealth Page 6 • Indigenous Knowledge: Indigenous knowledge, including proprietary rights, of First Nations will be respected. First Nations will direct the use and management of indigenous knowledge, including identifying when indigenous knowledge is confidential. Indigenous knowledge must be treated at least equal to Western knowledge and be incorporated respectfully into environmental assessment, research and development. • Education, Training and Capacity: Comprehensive education, training and capacity building are priorities for First Nations. First Nations must have the understanding, human capacity and financial resources to meaningfully engage in decision‐making with respect to mining development, and to be employed at all levels within the mining industry. • Accountability: Crown and industry must be accountable for any infringement of Aboriginal title and rights, and for any environmental impacts. • Financial Resources: First Nations need adequate financial resources to engage in shared decision‐making processes (from the first discussions on the project to the closing of the mine) and for capacity building. 3.2 Compensation vs. Benefits An important principle in the approach to the fair and equitable participation of First Nations in all resource projects including mining, is the difference between Compensation and Benefits. Mitigation & Compensation is owed to First Nation for interference by projects with Aboriginal rights. This includes both physical interference and non‐physical interference. Examples of physical interference includes things like property damage, damages to the environment and restricted access to traditional lands as result of project infrastructure. Non‐physical interference must also be mitigated and compensated and includes things like loss of quiet enjoyment of traditional lands, impact on wildlife and socio‐economic impacts on members and the community. Benefits refers to a sharing of the wealth of the resources that are being extracted from traditional lands. Traditional lands were given by the Creator to First Nations and First Nations have the right to benefit from the riches of those lands. First Nations are Entitled to both Mitigation/Compensation and Benefits from projects on traditional lands. FNEMC Sharing the Wealth Page 7 The following illustration may prove useful: BENEFITS Pre Project IMPACTS MITIGATION COMPENSATION Consider the horizontal line to be the way things were before any stage of a project began. When it begins, there are impacts on Aboriginal rights and, as the downward arrow shows, things are worse for the First Nation and its members as result of rights having been interfered with. If the government and companies offer only Mitigation/Compensation for the interference with First Nation rights, then things only get back to the line – that is to say the damages caused have been paid for but the First Nation is no better off. If only mitigation measures and compensation is provided, then there are no Benefits to the First Nation and no reason to consent to the project proceeding. So it is clear, that unless there are both Mitigation/Compensation and Benefits provided to First Nations, there is little rationale for First Nations to consent to a project proceeding on traditional lands. 3.3 Resource Agreements Resource Agreements are defined as a legally binding agreements between a resource company and the First Nation(s) whose Aboriginal or Treaty rights may be impacted by the activities of the proposed project. The primary purposes of Resource Agreements are two‐fold: First, to address the adverse effects of the project on First Nation rights, First Nation communities and First Nation traditional lands with the intent of mitigating these impacts to the extent possible and to provide some or all of the Compensation due to the First Nation where these impacts cannot be avoided; and, Second, to ensure that First Nation receives Benefits from the activities taking place in their traditional lands and from the resources that are being taken from their lands. There are several different types of agreements under the Resource Agreement category that can be entered into depending on the stage of the Projects. These include exploration agreements, negotiation agreements and impact benefit agreements. FNEMC Sharing the Wealth Page 8 3.3.1 Exploration Agreements Exploration Agreements (also referred to as Access Agreements, Memorandum of Understanding, Memorandum of Agreement or Feasibility Partnering Agreements) are entered into with resource companies as early as possible in the Project cycle. Ideally, an Exploration Agreement is in place prior to the commencement of any on‐the‐ground activities and are in place throughout the exploration and advanced exploration stages. These agreements: provide a detailed description of the exploration activities; set out interim measures including employment and business opportunities; set out environmental impact mitigation measures the company will take; detail compensation with respect to the impact of the exploration activities and may include access fees; ensure capacity for the First Nation(s) to be consulted and to conduct due diligence with respect to the exploration activities; contain commitments with respect to the negotiation of an IBA if the project proceeds to the operations stage. Exploration Agreements only provide First Nation consent for the Company to carry out exploration activities and are normally in effect until the Company makes a decision to proceed with or to abandon the Project. Exploration Agreements do not provide First Nation consent to the construction or operation of a Project – that consent, if provided, comes through ratification of an Impact Benefit Agreement. 3.3.2 Negotiation Agreements Negotiation Agreements are entered into once a decision has been made by the proponent that they want to move to the operations stage based on their bankable feasibility study. Negotiation Agreements: set out the terms and conditions for negotiation of an IBA; include interim measures for benefits while an IBA is being negotiated; set the agenda, topics and schedule for IBA negotiations; and, identify negotiation funding to support First Nation participation FNEMC Sharing the Wealth Page 9 3.3.3 Impact Benefit Agreements Impact Benefit Agreements are entered into prior to the commencement of operations and normally apply during the entire operational period of the project. IBAs typically address the following: Non‐ Derogation. Provisions to protect Treaty and Aboriginal Rights Education and Training. Provisions to provide ongoing opportunities for First Nation members to become qualified for employment opportunities during all phases of the project; Employment Opportunities. Provisions to enable First Nation members to secure employment during all phases of the Project, at all job levels, and to reduce barriers to First Nation members employment on the Project; Workplace Conditions. Provisions to promote a workplace and working conditions that are safe, healthy and supportive of First Nation employees and which are respectful and supportive of First Nation culture; Business Opportunities. Provisions to maximize the benefit from business opportunities associated with all phases of the project; Financial Participation. Provisions to set out financial benefits from the resource and compensation for project impacts on First Nation and First Nation Traditional Lands; Consultation and Protection of Aboriginal and Treaty Rights. To establish a consultation process and promote measures intended to minimize the effects of the Project on the exercise of aboriginal and treaty rights by First Nation and its members; Environmental Protection, Mitigation, Monitoring and Reporting. To establish and promote measures intended to protect the environment and minimize the adverse environmental effects of the Project; Ongoing Communications and Consultation Between the Parties. To set out implementation processes that will guide the ongoing relationship between the parties including a dispute resolution process; Ratification. Provisions requiring approval of draft IBAs by the members of the affected community; and, Other topics as may be agreed specific to the project (e.g., right of ways.) FNEMC Sharing the Wealth Page 10 3.4 Revenue Sharing vs. Resource Agreements There is an fundamental and important distinction between Revenue Sharing Agreements and Resource Agreements: Revenue Sharing Agreements are agreements between First Nations and the Province or Canada in which the revenues are collected by the Province or Canada with respect to resource projects in traditional territories, are shared with the First Nations. This includes but is not limited to taxes, royalties, penalties, permit and other fees. Resource Agreements are agreements between First Nations and Industry in which the benefits from the Project are shared with the First Nations. Such benefits include but are not limited to business opportunities, employment, training and financial participation. First Nations are entitled to both Revenue Sharing and Resource Agreements. It is not accurate, as some in Industry have asserted, that by entering a Revenue Sharing Agreement, Industry is thereby relieved of its obligations to enter Resource Agreements that contain financial participation and benefits for First Nations. It is also not accurate, as some in Government have asserted, that by entering a Resource Agreement, Government is thereby relieved of its obligation to enter Revenue Sharing Agreements with First Nations. 3.5 Rights and Resource Agreements Resource agreements can properly be viewed as an implementation the rights held by First Nations to be compensated for interference with their rights and to benefit from the riches of their traditional lands. Resource Agreements, including Exploration and Impact Benefit Agreements, must however include provisions to make it clear that such agreements do not and are not intended to: Define Rights Derogate Rights (take away from) Abrogate Rights (eliminate) FNEMC Sharing the Wealth Page 11 Section 4 Model for First Nation Financial Participation in Mining Projects 4.1 Financial Models There are many options for the design of First Nation financial participation in mining and other resource based projects. Generally they fall within the following five types: Gross Overriding Royalty Equity Profit Share Fixed Payments Guaranteed Base with Upside 4.1.1 Gross Overriding Royalty (GORR) A gross overriding royalty is an interest in the revenue from the sale of product (e.g. oil, gas, iron, gold) produced at a specific property. It is usually expressed as a percentage of the gross revenue from the property. It is paid by the Company from gross revenues (meaning the value of the product) before any expenses and claims by Company are deducted. A GORR is an excellent approach for a government or First Nation, as a GORR is calculated before any expenses are deducted. Provincial governments often impose a GORR on specific resource types (e.g. potash in Saskatchewan). Companies are understandably reluctant to offer a GORR for Impact Benefit Agreements and there are very few IBAs where this approach has been incorporated. The exception is for projects which are located on reserve lands and in these cases the First Nation will impose a GORR equivalent to that which the province otherwise would have imposed had the project been off reserve. 4.1.2 Equity An equity stake in a project is ownership in whole or in part of the Company. For public companies, such interests is held through ownership of shares in the Company. Both Shares and Stock Options (the option to purchase shares at fixed price with a determined period of time) can be issued to a First Nation. Payments from projects in which First Nations hold equity are calculated on a percentage of net profits, through share dividends or both. FNEMC Sharing the Wealth Page 12 Acquiring equity in a Company in an IBA can be achieved in two basic ways. Ownership can be expressed as a carried interest which means that the First Nation is granted ownership (either a percentage or shares depending on the structure of the Company) and therefore does not pay anything for its equity share. The second way of acquiring equity is for the First Nation to purchase its share. Some IBA agreements make provision for both. An important but difficult concept to understand is that is some situations, whether equity is granted through a carried interest to a First Nation, or whether the First Nation has to purchase their interest, it can have the same impact on the financial payment stream to the First Nation. In the case where the Company agrees that the Project will carry the debt required for the First Nation to purchase its share, and will deduct the principal and interest related to that debt from the First Nation's share of the profits, then it is the same net impact as if the First Nation had been granted a share of the Project which then required that the carried interest be debt financed as part of the overall Project debt. An equity participation payout is always on the bottom line – net profits. This means that the First Nation share will be entirely dependent on the revenues and expenses that the Company attributes to the Project. 4.1.3 Profit Share Sharing in the profits of a Company without acquiring an ownership stake is a common in many Impact Benefit Agreements. This share is generally expressed as a percentage of net profits less excluded items. Because Companies often have more than one Project, it is critical that care be taken expenses not directly related to earning the profits on the specific project are not deducted from the Project in which the profit share is being negotiated – such expenses are defined as excluded items. The calculation of the First Nation share is critical and the model provided in Section 5 of this report sets one possible approach to such calculations. Because profit share will fluctuate from year to year, many IBAs include provisions for minimum annual payments to the First Nation so that First Nation implementation costs and other Project related commitments can be covered in years where the Project is not profitable. This provision does not increase the amount that a First Nation would receive over the life of a Project as the profit share calculations are cumulative‐ such that over the life of Project, the First Nation receives its agreed upon percentage of life mine profits. As such, any advances through minimum payments are recoverable. 4.1.4 Fixed Payment Fixed payments are predetermined fixed amounts usually paid annually. Such payments do not fluctuate with the profitability of the Project. A fixed payment approach is not recommended and has proven very costly to First Nations who have taken this option. FNEMC Sharing the Wealth Page 13 4.1.5 Guaranteed Base with Upside The calculation of a Guaranteed Base is achieved in the following manner. The Company's bankable feasibility study includes their profitability projections for the Project based on a number of assumptions with respect to price, exchange rates, mineral reserve, expenses etc. A guaranteed base is calculated as an agreed upon percentage of the expected profits as set out in the Company's bankable feasibility study. The upside, refers to any profits that the Company makes over and above its bankable feasibility study projections.. First Nation participation in the additional profits, or upside, are calculated on an agreed upon percentage which may be the same or higher than that applied in the calculation of the guaranteed base. In the event that the Project earns less than the amount projected in the Company's bankable feasibility study, the First Nation receives the guaranteed base in each year that the project operates. FNEMC Sharing the Wealth Page 14 5 Illustrative IBA Financial Schedule Provided for Illustrative Purposes Only Section1 sets out the financial benefits which in this illustration includes a percentage of the Company profits related to the specific mining project, a signing payment payable when the IBA is signed, a scholarship fund, stock options and shares in the Company. This list should include all negotiated financial compensation as determined by the Parties. The percentage of profits due to the First Nation is calculated on a cumulative basis. This means that the First Nation share in any given year is equal to the First Nation percentage of the total profits made by the Company up to the date the First Nation payment is calculated, minus the amount made up to the same time in the previous year. In the event that there was year in which the Company lost money, the First Nation obviously would not receive any profit share. 1. In consideration for the undertakings and commitments set out in this Agreement, Company agrees to pay to First Nation the following: o An annual payment of X% of the Mine Project portion of Company's net income for the year determined in accordance with Generally Accepted Accounting Principles and attributable to Project carried out in the Mine Project Area (the IBA Net Income Share) . The annual payment shall be calculated as the greater of: X% of the Cumulative Mine Project Net Income at the end of the year minus the Cumulative Mine Project Net Income at the end of the preceding year, and; Nil. o A $xxxxxxx payment upon ratification and signing of this Agreement; o An annual scholarship fund of $xxxxxx; o Stock options for the right to purchase xxxxxxx shares of the Company annually for the first five years of operation for a subscription price of per share value as of the execution date of this IBA Agreement. o Granting of xxxxxxxxx Company common shares upon ratification and signing of the IBA agreement; FNEMC Sharing the Wealth Page 15 Section 2 establishes the right of the First Nation to appoint an auditor to check that the Company has fairly and accurately calculated the First Nation payment including all revenues related to the Project and not including any expenses that are not related to the Project. 2. First Nation will have the right to appoint an auditor to inspect Company' financial records to ensure that they have calculated the payments accurately. Section 3 allows the First Nation to have first opportunity to purchase an items which the mine decides are surplus to its requirements. This can be particularly important when the mine closes as it provides the opportunity for the First Nation to acquire buildings, equipment and supplies. There is no obligation for the First Nation to acquire any items unless they choose to do so. 3. Company grants to First Nation the right of first refusal to purchase any and all items that Company, in its sole discretion, designates as Surplus Equipment. Company will determine, in its sole discretion, the timing and the terms and conditions under which it may dispose of any Surplus Equipment. Section 4 requires the Company to maintain separate accounting records documenting how the calculations were made to determine the annual amounts due to the First Nation. 4. Company shall maintain full and complete books and records with respect to all matters relating to the determination of Mine Project Net Income and payment of the IBA Net Income Share other payments outlined in section 1. above, to First Nation pursuant to this Schedule in accordance with generally accepted accounting principles in Canada consistently applied and good mining practices. Section 5a lists the documents that the Company must provide to the First Nation each year showing how they calculated the First Nation payment. It must include a report by an external auditor confirming that the payment was calculated correctly 5. Company, on or before May 31st of each Year or portion of a year during which this Agreement is in force, shall deliver the following to First Nation in relation to the previous Year (the "Completed Year"): a. Schedule of Mine Project Net Income for the Completed Year including: i. A detailed schedule of Mine Project Revenue for the Completed Year; FNEMC Sharing the Wealth Page 16 ii. A schedule of Mine Project Direct Operating Expenses Company Corporate Overhead Expenses and other amounts deducted in arriving at Mine Project Net Income in accordance with this Schedule for the Completed Year itemized by major expense category; iii. A calculation of Mine Project Net Income, Cumulative Mine Project Net Income and IBA Net Income Share for the Completed Year; iv. A summary of significant accounting policies, assumptions and estimates made by the Corporation in calculating Mine Project Net Profit. v. An auditor's report prepared by Company's external auditors stating that they have audited the Schedules of Mine Project Revenue Operating Expenses and Net Income, Mine Project Cumulative Net Income and the calculation of the IBA Net Income Share and all related determinations made by Company; that they conducted their audit in accordance with generally accepted auditing standards; and the auditor's opinion, as to whether the Schedules of Mine Project Net Income and Mine Project Cumulative Net Income and schedule of IBA Net Income Share are in all material respects in compliance with the provisions of Schedule. Section 5b allows the First Nation to request additional information on how their payment was calculated. The Company must provide this within 45 days b. First Nation shall have the right to make reasonable requests of Company for additional relevant information, details or explanations with respect to the Schedules of Mine Project Net Income, Mine Project Cumulative Net Income and the calculation of the IBA Net Income Share to assist them in their understanding. Company shall make all reasonable efforts to respond within forty‐five (45) days of receiving a request for such information, but has the right to refuse to comply with unreasonable requests. Section 5c allows the First Nation to appoint their own auditor to review the Company's records and requires the Company to cooperate. c. First Nation shall have ninety (90) days from receipt of the items provided pursuant to paragraph 2.a in this Schedule to notify Company of its intentions to appoint, at its own expense, an independent auditor. The audit terms of reference shall be made available to Company and the audit itself shall be performed by a licensed public accountant as defined under the relevant provincial or territorial public accounting legislation and the audit shall be performed in accordance with generally accepted auditing standards as defined by the Canadian Institute of Chartered Accountants. FNEMC Sharing the Wealth Page 17 i. Such audit shall be for the purpose of preparing a written report for First Nation on whether the Schedules of Mine Project Revenues, Operating Expenses, Net Income and Mine Project Cumulative Net Income and the calculation of the IBA Net Income Share has been prepared in accordance with the provisions of Schedule. ii. The independent auditor appointed by First Nation to conduct an audit pursuant to this sub‐paragraph 13.1 c) will be required to sign a confidentiality agreement with Company reflecting the fact that such audit information is made available to the auditor for the purpose of conducting the audit and not to be passed over to the First Nation, other than as incorporated into the audit statement in accordance with Generally Accepted Accounting Principles (GAAP). iii. Company will make every reasonable effort to co‐operate with the examination by the auditor appointed by First Nation and will provide to the auditor with access to relevant accounting records and reasonable access to individuals as reasonably requested by the auditor. Section 5d sets out a dispute resolution process if there is a disagreement with what the payment to the First Nation should be. The Company's auditors and the First Nation auditors will select an independent auditor to do a review. d. If an audit conducted pursuant to sub‐paragraph 13.1 c) ii results in a determination that there is a deficiency in the IBA Profit Share, such deficiency shall be presented to Company. If Company disagrees with the determination, then a process of mutual resolution will be sought, which if not concluded within a reasonable time frame, the auditors for the parties shall appoint a third firm of independent auditors to consider the asserted deficiency. The determination of this audit will be binding on both parties. Any adjudged deficiencies from either the audit conducted by First Nation auditor with which Company agrees or by the audit conducted by an auditor as mutually agreed by the parties' auditors will be resolved by adjusting the next payment due hereunder, until the amount of the excess or the deficiency has been resolved. The obligation to make any such payments due and owing on the date of termination shall survive termination of this Agreement. If it turns out that the Company has underestimated the First Nation payment by 15% or more, that the Company will be responsible to pay for the third party auditor otherwise they will be shared. e. Should the audit discover a deficiency in the amount of the additional payment in excess of fifteen percent (15%) of the payment amount then the audit fees will be paid by Company. FNEMC Sharing the Wealth Page 18 Section 6 is very important as it makes it clear that the financial provisions as set in the Financial Schedule, represent all the financial benefits the First Nation will receive over the life of the mine. It also makes it clear that how the funds received by the First Nation will used, is up to the First Nation to determine. 6. While it is acknowledged that First Nation shall have the right to allocate the benefits provided by Company in this Schedule as it sees fit, the intention is that the annual payments referred to in paragraphs 1. above cover all financial contributions from Company made to First Nation and are to be used to implement First Nation obligations under this Agreement and to fund any programs or Project that First Nation may from time to time deem necessary or desirous. For greater clarity, Company will not be required to make any further financial contributions to First Nation for the Life of the Mine to cover the costs of any such programs. The following section provides the technical definitions for the terms used in the Financial Schedule and forms a part of the Schedule. DEFINITIONS 7. For the purpose of this Schedule, the following definitions shall apply: "Cumulative Mine Project Net Income (loss)" means: for any Year or portion of a Year, the sum of the Mine Project Net Income (loss) calculations for all Years or portions of Years up to and including the Year or portion of a Year for which the calculation is being made. "Company Corporate Overhead Expenses" means: a reasonable portion of Company's general administrative and other expenses calculated in accordance with Generally Accepted Accounting Principles incurred in earning Mine Project Revenue in respect to the project other than excluded items.. The Company Corporate Overhead will be calculated in respect of each Year or portion of a Year during which this Agreement is in force and shall not exceed the fairly and reasonably allocated percentage calculated in a manner consistent with charges to other operating or capital Project. "Dollars" means: unless otherwise stipulated, any reference to dollars refers to Canadian dollars. FNEMC Sharing the Wealth Page 19 "Excluded Items" includes: i) the amount by which Related Party Transactions (expenses) exceed fair market value. ii) expenses related to stock based compensation; iii) legal or other professional fees related to Excluded Items; iv) expenses or outlays related to Excluded Items; v) arbitration, litigation and other similar costs related to Excluded Items; vi) doubtful accounts and bad debts on sales of goods, products and services to Affiliates or Associates of Company and other parties not dealing at arm's length with Company. "Mine Project Exploration Expenses" means the reasonable cost of exploration expenses calculated in accordance with generally accepted accounting principles and incurred to investigate the possible extension of the Operations Phase of the Project, including prospecting, drilling, bulk sampling, conceptual and detailed engineering, economic evaluation and project permitting within the Mine Project Area. "Mine Project Net Income (loss)" means in respect of each Year or portion of a Year commencing with the Year or portion of a Year in which the Mine Project achieves Commercial Production and during which this Agreement is in force that portion of Company's annual net income or loss determined in accordance with this schedule and Generally Accepted Accounting Principles attributable to the Corporations activities in the Mine Project Area calculated as Mine Project Revenue minus the sum of: i) Mine Project Direct Operating Expenses, ii) Mine Project General Administrative and Other Expenses, iii) Mine Project Exploration Expenses iv) Income taxes, current and future. "Mine Project Direct Operating Expenses" means: in respect of each Year or portion of a Year a reasonable portion of the Cost of Goods Sold and other direct expenses calculated in accordance with Generally Accepted Accounting Principles and incurred by Company during such Year or portion of a Year to earn Mine Project Revenue, in respect to the Project other than expenses related to Exclude Items. "Mine Project Revenue" means: in respect of each year or portion of a year during which this Agreement is in force, all that portion of Company Revenues determined in accordance with Generally Accepted Accounting Principles earned in the Mine Project Area in relation to the Project and including without limitation and without duplication: a) Revenues from the sale of minerals mined in the Mine Project Area such provided that these Revenues shall not be less than the amount used annually in determining the basis for mining royalties; b) Any gain on disposal of Company assets used to earn Mine Project Revenues Insurance proceeds, provided that the related losses and expenses are included in determining Mine Project Net Income; FNEMC Sharing the Wealth Page 20 c) The fair market value of any Project related assets or services provided or sold to Company or its affiliates or any related parties at any time during the course of the Project less related costs and expenses; d) Non‐repayable government assistance, including, grants, or contributions received by Company, or any of their affiliates in connection with the Mine Project but excluding amounts received in connection with expenditures not deducted in determining Mine Project Net Profit. e) Other revenues and income – a reasonable proportion of other revenues and income earned by Company and calculated in accordance with Generally Accepted Accounting Principles and attributable to the project. "Surplus Equipment" means: any item or part thereof, of any good, material, vehicle or equipment that is owned by Company and located within the Project Area that Company, in its sole discretion, deems to be surplus to Company's needs at any time during the Life of the Mine. "Year" means: the calendar year. Section 6 Summary First Nations have right to be compensated for interference with their Aboriginal rights and where applicable, Treaty rights and they have a right to benefit from the riches of the resources in their traditional lands. This report is intended to provide BC First Nations with some insight into the approach and models that can be considered to implement these rights with respect to specific projects in traditional lands. This report is not comprehensive nor definitive as there are many approaches and variations which are First Nation and Project specific. First Nations must have technical, legal, financial and environmental support to negotiate fair and equitable resource agreements. Funding First Nations for such negotiations is the responsibility of government and the proponents, not First Nations. FNEMC Sharing the Wealth Page 21


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Classic Allure Envelope Seals I loved when I received my seals! They were just what I wanted to seal my thank you cards together. I am definitely recommending this product!
Finishing Touches!
Flower Flourish Envelope Seals These customizable seals were just what I needed to finish off my invitations! I used them to hold the vellum bands on (my vellum bands were actually of a different design...I used "Signature of Love" vellum bands because my fiance and I liked that the last name was on it. Don't be afraid to mix and match....with the vellum band you can't even tell the design is different from the flower flourish design!). The seals were completely customizable and I got many compliments on my invitations' attention to detail and coordination. I would definitely recommend this product!


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Boston Restaurants
Union Oyster House
Union Oyster House Review
Established in 1826, this is Boston's oldest continuing restaurant, and almost every tourist considers it a must-see. If you like, you can have what Daniel Webster had—oysters on the half shell at the ground-floor raw bar, which is the oldest part of the restaurant and still the best. The rooms at the top of the narrow staircase are dark and have low ceilings—very Ye Olde New England—and plenty of nonrestaurant history. The small tables and chairs (as well as the endless lines and kitschy nostalgia) are as much a part of the charm as the simple and decent (albeit pricey) food. On weekends, especially in summer, make reservations a few days ahead or risk enduring waits of historic proportions. There is valet parking after 5:30 pm Monday through Saturday. One cautionary note: Locals hardly ever eat here.
- Address: 41 Union St., Government Center, Boston, MA, 02108 | Map It
- Phone: 617/227–2750
- Website: www.unionoysterhouse.com
- Subway: Haymarket
- Location: Government Center and the North End
Contact Information
- Credit cards accepted.
Restaurant Details
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Buena Vista Area Chamber of Commerce
343 S. Hwy. 24, Buena Vista, CO 81211
Local: 719-395-6612 Fax: 719-395-8035
Region: South Central City: Buena Vista
Visitor Center in 1880 chapel at the base of the Continental Divide by the Arkansas River. Information about rafting, fishing, kayaking,hiking, biking, snowmobiling, hot springs, golfing, ghost towns, wildlife viewing, museums, rock climbing, rock hounding, horse back riding, four wheeling and events of all kinds. Restaurant, lodging, recreation, tours, history and shopping information available. Free maps and a smile. Let us know how we can help make your visit the best it can be.
Facility Amenities: Free Coffee, Historic Location, Maps & Brochures Available, Phone, Picnic Sites, Rest Area
General Information: Dates Closed: Federal Holidays from October 1 to Memorial Day, Hours of Operation: 9:00-5:00 Monday through Friday October 1 to Memorial Day and 9:00-5:00 Monday through Saturday from Memorial Day through October 1
Information Services: Accommodation Directory, Business Directories, Calendar of Events, Cultural Information, Moving Guides, Restaurant Guide, Safety Information


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We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
The preparation of financial statements in conformity with
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operation.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.
Several conditions and events cast substantial doubt about the Company's ability to continue as a going concern. The Company has incurred net losses of approximately
It is the intent of our management, stockholders, and specifically the majority Shareholder,
We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. As a result, there can be no assurance that sufficient funds will be available to us to enable us to pay the expenses related to such activities.
Regardless of whether or not our cash assets prove to be adequate to meet our operational needs, we may have to compensate providers of services by issuances of our common stock in lieu of cash.
Net cash used in operating activities was
Net cash used in investing activities was
Net cash provided by financing activities was
Our expenses to date are largely due to operating expenses, professional fees that include accounting and legal fees.
To date, we have had limited revenues and require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors, including, but not limited to, executing our business and marketing plans and the ability to pursue other business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have agreed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide the Company with the opportunity to continue as a "going concern," although no assurances can be given.
The Company had a net loss of
Our primary source of liquidity has been cash from sale of equity, shareholder loans and loans from outside parties.
As of
Operating expenses increased by
Advertising and marketing expenses are made up primarily of website and executive summary production, direct marketing costs, customer service, sales commissions and shipping costs. Such fees are paid to third party vendors throughout the year for performing specific tasks and services.
Investor relations expenses primarily consist of investor awareness expenses, press releases and travel costs. Such fees are paid to third party vendors throughout the year for performing specific tasks and services.
Merchant processing fees primarily consist of fees paid to third party merchant processing companies for processing of our online/internet based sales platform.
Office administration expenses primarily consist of bank fees, express mail and postage costs, insurance, office supply expense and occupation expenses. Such expenses are paid to third party vendors throughout the year for performing specific tasks and services.
Staff compensation expenses primarily consist of compensation to our skilled administrative staff.
Executive compensation expenses primarily consist of compensation to corporate executives. For the year ended
Professional and regulatory fees primarily consist of auditor fees, patent attorney, corporate attorney and
Stock compensation expense is the excess of the fair value of consideration over the assets acquired of
We are authorized by our Amended and Restated Articles of Incorporation to issue an aggregate of 100,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value
All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. We have not paid any dividends to date, and have no plans to do so in the near future.


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Reminds me of last year's maple syrup heist RT @stevenwbeattie Thieves in Germany make off w/ five tons of Nutella …
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The BMW M135i and Porsche 911 battle on the track at the hands of Tiff Needell and Steve Sutcliffe for EVO's car of the year comparisons.
Check out this 1addicts member's nice Hartge equipped F20 M Sport.
It's a Black Saphire Metallic 116d with M-sport package, with HARTGE sports spring set, Hartge Ultimate 19″ summer wheels, HARTGE dual round tail pipe and HARTGE velour floor mats.
Congrats to 1ADDICTS member mammut for being our first member to take delivery of an F20 M Sport. It is a Black Sapphire Metallic 125i. Check out the specs and of obligatory photos inside.
We have posted a walk around video of the F20 1 Series hatchback featuring BMW's new M Performance Accessories/Parts, which debuts at the ongoing 2012 Geneva Motorshow.
The M135i Concept has debuted at the 2012 Geneva Motorshow. It previews the upcoming M135i, the next vehicle which will join the ranks of BMW's new M Performance vehicle lineup (in addition to the already revealed M550d and X5/X6 M50d). It also represents the first petrol/gasoline M Performance model. If that's not enough firsts, this concept is also the first official look at the F21 3-door hatchback.
No specs have been released on the M135i yet, but BMW has printed that it employs a straight six-cylinder petrol … CONTINUED
It's teaser time again. BMW is speeding up their newly founded M Performance division. Some days ago, BMW announced the first M Performance vehicles powered by the triturbo N57 Diesel engine. Now it's time to put their effort on the smaller cars.
Seen in this video is a teaser for the new lineup of M Performance accessories for the F20 1 series (we expect the F30 to follow shortly). We got a first glimpse at this lineup back at Frankfurt. The interesting parts are still blurred in … CONTINUED
The team at Fifth Gear reviews the 2012 BMW F20 1 Series Hatchback. See video inside.
Top Gear online reviews the new F20 1 series and comes away impressed with BMW's newest hatchback. In sum, they felt that "the 120d is one of the most energetic diesels I've ever driven, its auto 'box is terrific, and it's so clean I'd dearly like to drive it into eco-man George Monbiot's Toyota Prius."
The 2011 Frankfurt IAA auto show is underway and we bring you the first of our coverage, starting with the BMW Performance F20 1 series.
As we've posted earlier, this is a showcase vehicle used to introduce the new line of BMW Accessories for the 2012 F20 1 series, which include BMW Performance front bumper with spoiler lip, performance rear bumper, sideskirts, black grilles, carbon fiber mirror covers, performance stripes, 19″ Performance wheels, and BMW Performance brakes.
The interior features BMW performance steering wheel (alcantara/carbon fiber), alcantara dash … CONTINUED
Fifth Gear Web Review evaluates the 2012 F20 1 series 5-door hatchback and comes up with both pros and cons on the new model. Check out their findings inside.


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For patients waiting to be airlifted to help from a scene, time is golden, medical helicopter pilot Aaron Rauch says.
"We do have a term we call the golden hour, which is the hour after an injury has occurred that we have to transport," Rauch said.
Rauch is a pilot with TriState CareFlight, an air ambulance and medical helicopter service with bases throughout the region -- and most recently, at Taos Regional Airport.
Since competing air support service REACH Medical closed its Santa Fe base last July citing economic reasons, Taos County EMS and other medical professionals have been hoping for exactly what CareFlight began doing in December: opening a new base to serve Northern New Mexico.
Rauch, who moved from Albuquerque to be part of the small enclave of pilots and nurses based here, says the team has been busy.
"We did four flights yesterday," Rauch said Tuesday (March 1). "I think it averages out to about one flight a day."
And those flights can reach far beyond Taos County. With regional bases in Durango and Santa Fe, CareFlight is available to go directly from Taos to Denver, if necessary -- and just recently, as far as Lubbock, Texas.
With its new Taos location, Taos Regional Airport Manager Mark Fratrick said the new base is a boon for Taos.
"When minutes and seconds can mean life or death, having an asset like this here in Taos is the best thing we could ask for," Fratrick said. " Once they get the call, it's estimated that the medical heli at Taos airport can get to Holy Cross between 8 to 12 minutes."
In addition, Rauch said it's a 27-minute ride to Santa Fe and just 46 minutes to Albuquerque. That's a vast improvement for local victims, who in the past could wait about an hour for a medical helicopter to fly up from Albuquerque.
The only glitch now, Fratrick says, is making sure everyone is aware of the new service.
"It may have improved, but they're still coming up from Albuquerque and some of the calls are still going out to them from Albuquerque. Just the response time and being able to have this available is the biggest thing," Fratrick said. "But CareFlight's bringing at least five or six high-paying jobs into our community that weren't here before. And they're bringing it to the airport, which is big."
The space CareFlight leases at the airport from Taos Aviation Services serves as an around-the-clock center of operations, Rauch said. The space is equipped with an office and living quarters where an on-shift crew can sleep and be ready to go the moment they get a call.
"We're always 24/7. We never close," Rauch said. "We're really excited to be up here and serving the community."
New Mexico Airport To Begin Dispatching Medevacs
It's estimated that the medical heli at Taos airport can get to Holy Cross between 8 to 12 minutes."
For patients waiting to be airlifted to help from a scene, time is golden, medical helicopter pilot Aaron Rauch says.
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I am storing a couple of kegs in my cellar which is 55 degrees. I have them set at 17psi for 2.25 volumes according to the chart. When I move them to the Kegarator at 35 degrees do I let it get cold then bleed off the pressure and set to the 9 psi I the chart says?
Tony Rescue Dog Brewing