Our current plan of operation is to continue to pursue our joint ventures with Strathmore Resources (US) Ltd. to explore, develop and mine the Jeep and Sky properties located in Freemont County, Wyoming. Prior to our determination to focus on becoming a mineral exploration company we focused our initial operations on the production and distribution of educational team sports exercise videos and Internet based software. We also intend to pursue the acquisition of certain uranium properties located in Gateway, Colorado, pursuant to our letter of intent with American Nuclear Fuels (Colorado) LLC, subject to the satisfactory completion of our due diligence investigations and the entry into a definitive agreement between the parties.
Corporate History
Our company was incorporated in the State of Nevada on March 23, 2006. Effective January 23, 2007, we completed a merger with our subsidiary, Yellowcake Mining Inc. and as a result, changed our name from "Hoopsoft Development Corp." to "Yellowcake Mining Inc." The address of our principal executive office is 300-1155 West Hastings St., Vancouver, B.C. Canada, V6E 2E9. Our common stock is quoted on the OTC Bulletin Board under the symbol "YCKM".
On January 23, 2007 we effected a 30 for one forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 25,000,000 shares of common stock with a par value of $0.001 to 750,000,000 shares of common stock with a par value of $0.001.
Recent Corporate Developments
During our fiscal year ended July 31, 2007 and thereafter we experienced the following significant corporate developments:
1. On October 3, 2007, we entered into a letter of intent ("LOI") with American Nuclear Fuels (Colorado) LLC ("ANF") to acquire an interest in certain uranium properties located in Gateway, Colorado (the "Properties") owned by Beck Mining Enterprises LLC, BeckWorth Corporation, Bedrock Development LLC, Eagle Venture Group LLC and Bruce Beck (collectively the "Vendors"). Pursuant to the terms of the LOI, we agreed to make a non-refundable payment of $125,000 to ANF, in consideration of which ANF has agreed among other things to: (a) "stand still" for a 60 day period with respect to Properties and enter into standstill agreements with the Vendors and assign its interest in those agreements to us; (b) negotiate the terms of a definitive agreement along with the Vendors for the acquisition of the Properties; and (c) provide the Company with sufficient due diligence materials to make a decision as to whether to proceed with the acquisition of the Properties. Pursuant to the terms of the LOI, on October 3, 2007, ANF entered into "stand still" agreements with each of the Vendors whereby each of the Vendors agreed to "stand still" with respect to their mineral claims and not offer the properties for sale to any other party until December 3, 2007. On October 10, 2007 ANF and the Company entered into an assignment agreement pursuant to which ANF assigned its interest in the standstill agreements with each of the Vendors to the Company.
2. Effective July 31, 2007, we entered into an option and joint venture agreement with Strathmore Resources (US) Ltd., a subsidiary of Strathmore Minerals Corp., to explore, develop and mine the Jeep property located in Gas Hills, Freemont County, Wyoming. The agreement superseded and replaced all prior agreements of the parties respecting the Jeep property. Under the agreement, we acquired the sole and exclusive rights from Strathmore Resources to earn-in a 60% interest in the Jeep property in consideration of our incurring a total of $10,000,000 in expenditures on the Jeep property. The first expenditures in the amount of $250,000 must be expended on or before September 29, 2008, with additional expenditures of: $1,250,000 during the twelve months ended September 29, 2009, $1,500,000 to be expended during the twelve months ended September 29, 2010, $2,000,000 to be expended during the twelve months ended September 29, 2011, $2,000,000 to be expended during the twelve months ended September 29, 2012 and $3,000,000 to be expended during the twelve months ended September 29, 2013. The agreement terminates in the event that we fail to incur the required expenditure costs within seven days of the date they are due or we give 30 days notice of termination under the agreement. Upon acquiring a 60% interest in the property we agreed to enter into a joint venture with Strathmore Resources for the further development of the property.
3. Effective July 31, 2007, we entered into an option and joint venture agreement with Strathmore Resources (US) Ltd. to explore, develop and mine the Sky property located in West Gas Hills, Freemont County, Wyoming. The agreement superseded and replaced all prior agreements of the parties respecting the Sky property. Under the agreement, we have sole and exclusive rights from Strathmore Resources to earn-in a 60% interest in the Sky property in consideration of our incurring a total of $7,500,000 in expenditures, over four years, on the Sky property. The first expenditures in the amount of $500,000 must be met on or before September 29, 2008, with additional expenditures: of $2,000,000 to be expended during the twelve months ended September 29, 2009, $2,000,000 to be expended during the twelve months ended September 29, 2010 and $3,000,000 to be expended during the twelve months ended September 29, 2011. The agreement terminates in the event that we fail to incur the required expenditure costs within seven days of the date they are due or we give 30 days notice of termination under the agreement. Upon acquiring a 60% interest in the property we agreed to enter into a joint venture with Strathmore Resources for the further development of the property.
4. On April 24, 2007, we appointed Hamish Malkin as the Chief Financial Officer of our company. Mr. Malkin has been self employed since April, 2003, providing chief financial officer services on a contract basis. Prior to being self employed Mr. Malkin was the CFO of Trivalence Mining Corporation from January 1997 to March 2003. Mr. Malkin is a Chartered Accountant and a member of the Canadian Institute of Chartered Accountants and the Institute for Chartered Accountants of British Columbia. Prior to 1997, Mr. Malkin held senior financial positions in the entertainment and commercial real estate industries.
5. On March 29, 2007, we appointed David Miller to our board of directors. From 1999 to the present Mr. Miller has been the President of Miller and Associates, LLC in Riverton, Wyoming where he is involved in the research acquisition, exploration, consulting and development of energy and mineral resources in the United States. From 2004 to the present Mr. Miller has acted as a consultant on uranium project acquisition, development and mine planning for Strathmore Minerals Corp. in Riverton, Wyoming. Mr. Miller has also been a representative from House District 55 for the Wyoming Legislature from 2001 to the present. Mr. Miller received a BSc in Geology from the University of Missouri - Columbia in 1975.
6. On March 14, 2007 we entered into an option agreement with Strathmore Minerals Corp. ("Strathmore") pursuant to which we acquired an option to earn up to an 80% interest in certain unpatented mining claims and leases known as the Juniper Ridge Project located in Carbon County, Wyoming. Pursuant to the terms of the agreement in order to exercise the option and acquire an undivided 80% interest in the property, we agreed to: (i) issue 9,000,000 restricted shares of Yellowcake to Strathmore (which shares were issued to Strathmore in March, 2007), (ii) pay $100,000 upon closing to Strathmore (paid); pay $100,000 on each anniversary date for four years following the execution of the agreement for a total obligation of $500,000; (iii) expend on property exploration a total of $1,600,000 per year for a period of five years; and (iv) pay a royalty payment of 3% on the optioned portion on all future production from the property. The agreement was also subject to raising $4,000,000 in equity financing and the cancellation of 56,000,000 shares of our common stock by a principal of the Company. Once we have fulfilled our obligations under the agreement and acquired the 80% interest we agreed to form a joint venture on the property with Strathmore in order to bring the property to production. Prior to the date we acquire our 80% interest in the joint venture we may terminate the agreement at any time on 30 days notice to Strathmore.
7. On March 2, 2007, we appointed Robert Rich to our board of directors. Mr. Rich is a geologist with over 35 years experience in the nuclear power industry. From 1988 to the present Mr. Rich has been the President of Rich Associates, Inc. in Orleans, Massachusetts where he provides marketing & sales, contracting procurement, market analysis and company/property evaluation services in the areas of nuclear power and nuclear fuel commodities. Mr. Rich received a PhD and MA in Geological Sciences from Harvard University in 1975 and 1970 respectively.
8. On February 28, 2007, we closed a private placement consisting of 1,770,000 units of our securities at a price of US$1.00 per unit for gross proceeds of $1,770,000. Each unit consisted of one common share in the capital of our company and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one share of our common stock at a price of US$1.50 per share for a period of two years. The funds were raised for working capital purposes and to help meet our obligations under our joint venture agreements.
9. On February 20, 2007, we closed a private placement consisting of 4,140,000 units of our securities at a price of US$1.00 per unit for gross proceeds of $4,140,000. Each unit consisted of one common share in the capital of our company and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one share of our common stock at a price of US$1.50 per share for a period of two years. The funds were used for working capital purposes and to help meet our obligations under joint venture agreements.
10. On February 16, 2007, David Heel resigned as a director of our company and we appointed H. Richard Klatt to our board of directors. Mr. Klatt is a registered professional geologist. Mr. Klatt has developed and implemented exploration programs for precious and base metals, and other commodities for over 35 years in the United States, Canada, Mexico and Panama. Mr. Klatt received a Bachelor of Science degree in Geology at the University of Illinois, Urbana, Illinois. He also completed course work in Carbonate Petrology at the University of Utah, Salt Lake City, Utah.
11. On January 23, 2007 we completed a merger with our subsidiary, Yellowcake Mining Inc. pursuant to which we changed our name from "Hoopsoft Development Corp." to "Yellowcake Mining Inc.". Also on January 23, 2007 in connection with our name change, we effected a 30 for one forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 25,000,000 shares of common stock with a par value of $0.001 to 750,000,000 shares of common stock with a par value of $0.001. Our stock symbol changed from "HSDV" to "YCKM".
12. William J. Tafuri was appointed a director of the Company on January 16, 2007. Bijan Jiany resigned as our Secretary Treasurer and CFO on January 16, 2007. Mr. Tafuri is a registered professional geologist. Mr. Tafuri has over thirty years of diverse mining experience in precious and base metals, including management positions for major international mining companies. Additionally, he served as a consultant to private investors, evaluating mining properties in Kazakhstan and the western United States. Mr. Tafuri received a PhD in Geology from the University of Utah, Salt Lake City, Utah. He also received a Masters of Science degree in Geology and a Bachelors of Science degree in Geology at the University of Nevada, Reno, Nevada.
13. On November 20, 2006 our common stock was quoted for trading on the OTC Bulletin Board under the symbol "HSDV".
Mineral Properties
We hold interests in three groups of mineral properties located in Wyoming, as described below:
1. Juniper Ridge, Baggs properties;
2. Sky properties; and
3. Jeep properties.
We are an exploration stage company. All of our properties are presently in the exploration stage. We do not have any commercially viable reserves on any of our properties. There is no assurance that a commercially viable mineral deposit exists on any of our mineral properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties.
Juniper Ridge
We hold an option to earn up to an 80% interest in the Juniper Ridge claims pursuant to our March 14, 2007 agreement with Strathmore. The Juniper Ridge claims are located in the Poison Basin uranium district in the south central area of Wyoming, close to the Colorado border. The total acreage of the property is 3,200 acres and over 2000 historical drill holes have been drilled on the project to verify the resource. One area of interest within the Juniper Ridge project is the Browns Park Formation which is 100's of feet thick and contains the necessary underground geological structure which may make ISR mining possible. The roughly 2000 historical drill holes have been drilled between 100 and 300 feet in depth, and have shown an average grade of between 0.05% and 0.20% . This grade is economical for ISR mining, and Yellowcake is in the process of confirming all historical data, so as to be able to proceed in the mining process.
Sky
We hold an option to earn up to a 60% interest in the Sky claims pursuant to our August 1, 2007 joint venture agreement with Strathmore Resources (US) Ltd. The Sky Project is situated on 1,033 Acres in Fremont County in Wyoming, roughly 25 miles east of the city of Riverton. A technical report prepared in accordance with the standards of Canadian National Instrument 43-101was recently completed on the property. Yellowcake's intent is to quickly advance the Sky project, and develop it as an ISR operation.
Jeep
We hold an option to earn up to a 60% interest in the Jeep claims pursuant to our August 1, 2007 joint venture agreement with Strathmore Resources (US) Ltd. The Jeep Project is in close proximity to the Sky project and is roughly 45 miles east of Riverton. The Gas Hills Uranium District, where both the Sky and Jeep properties are located, was one the most prolific uranium producing areas in the US during the last uranium cycle.
