Gold Bar Prospectus FINAL Updated 2II PDF

A copy of this Memorandum, which comprises listing particulars relating to Gold Bar Development &
Consulting, Ltd., prepared in accordance with the listing rules has been delivered to the Bermuda Stock
Exchange (BSX).
The BSX takes no responsibility for the contents of this Memorandum, makes no representations as
to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon any part of the contents of this Memorandum. Reg 5.9(1)
Sec. IIA (11),(16)
An application has been made to the BSX for Gold Bar Development & Consulting, Ltd. Common Shares to
be admitted to the official list on the BSX. Gold Bar Development & Consulting Ltd.s listing became
effective on July 3, 2012 and unconditional dealings in the Common Shares commenced on September 5,
2012 when the Company received approval from the BSX to waive the Restricted Marketing provisions
relating to Qualified Investors as allowed by Regulation 4.10 in Chapter 4 of Section IIIA of the BSX Listing
Regulations.
The document does not constitute an offer or invitation for any person to subscribe for/or purchase any
securities in Gold Bar Development & Consulting, Ltd.
Gold Bar Development & Consulting Ltd.

Registration number: 46468
Incorporated and registered in Bermuda on the 18th day of April, 2012
(the Company or Gold Bar)
INTRODUCTION TO THE
OFFICIAL LIST OF THE
BERMUDA STOCK EXCHANGE
Sponsored by
Capital G BSX Services Limited
Sec. IIA (12),(17)
SHARE CAPITAL UPON ADMISSION

Authorised
Number
Amount
102,001,000 US$10,200.10
Common Shares par

value of US$.0001
each
Issued and fully paid

Number
Amount
US$149,580,492
102,001,000
The Common Shares will rank in full for all dividends and other distributions declared, made or paid after the
date on which the Common Shares are admitted to the Official List of the BSX.
Before the issue of this Memorandum, there has been no public market for the Common Shares of Gold Bar
in Bermuda, the United States, the United Kingdom or any other jurisdiction. Gold Bar does not represent
that the Common Shares have any market value.
The Common Shares if offered after listing would involve a high degree of risk. (See Forward Looking
Statements and Risk Factors from pages 6-10). Such Common Shares may only be purchased by
Qualified Investors, as described by Practice Note 1 of the BSX Listing Regulations; a copy of which is
attached hereto as Annex 1.
The date of this Memorandum is September 6, 2012

Registration number: 46468
(Incorporated in Bermuda)
Introduction to the Official List of the Bermuda Stock

Exchange
THIS MEMORANDUM HAS BEEN ISSUED BY GOLD BAR DEVELOPMENT & CONSULTING, LTD.
(GOLD BAR)
IN CONNECTION WITH THE LISTING OF ITS COMMON SHARES OF PAR VALUE OF US$.0001 (ONE
ONE HUNDREDTH OF A CENT) EACH IN GOLD BAR ON THE BERMUDA STOCK EXCHANGE.
THIS MEMORANDUM DOES NOT CONSTITUTE, OR FORM PART OF, ANY OFFER OR INVITATION TO
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
COMMON SHARES IN GOLD BAR, IN ANY JURISDICTION, NOR SHALL IT, OR ANY PART OF IT, OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH
OR ACT AS ANY INDUCEMENT TO ENTER INTO ANY CONTRACT THEREFORE.
THE COMMON SHARES HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION OR
ANY REGULATORY AUTHORITY OF ANY STATE PASSED UPON OR ENDORSED THE MERITS OF
THIS LISTING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.
THE DISTRIBUTION OF THIS MEMORANDUM AND THE LISTING OF THE COMMON SHARES IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS, INTO WHOSE POSSESSION
THIS MEMORANDUM COMES, ARE REQUIRED, BY GOLD BAR, TO INFORM THEMSELVES ABOUT
AND TO OBSERVE SUCH RESTRICTIONS. THIS MEMORANDUM DOES NOT CONSTITUTE, AND MAY
NOT BE USED FOR, OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION, INCLUDING
THE UNITED STATES.
THIS MEMORANDUM MAY BE WITHDRAWN AT ANY TIME BEFORE THE PROPOSED LISTING AND IS
SPECIFICALLY SUBJECT TO THE TERMS DESCRIBED IN THIS MEMORANDUM.
FOLLOWING LISTING, ANY OFFERING OF COMMON SHARES (IF ANY) WOULD BE MADE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (SECURITIES ACT) AND CERTAIN US STATE SECURITIES LAWS FOR
AN OFFER AND SALE OF SECURITIES NOT INVOLVING A US PUBLIC OFFERING AND ARE ONLY
OFFERED IN A TRANSACTION WHEREIN THE PURCHASERS ARE US PERSONS WHO ARE
ACCREDITED INVESTORS (AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED) OR UK PERSONS WHO FALL WITHIN THE
DEFINITION OF "RELEVANT PERSONS" IN ARTICLE 11 OF THE UK FINANCIAL SERVICES ACT 1986
(INVESTMENT ADVERTISEMENTS) (EXEMPTIONS) ORDER 1996 OR IN RESPECT OF US AND UK
PERSONS AND PERSONS OF OTHER NATIONALITIES WHO ARE OTHERWISE PERMITTED BY LAW
TO RECEIVE IT. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE LAWS
OF BERMUDA AND AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO A REGISTRATION OR EXEMPTION THERE FROM. ANY
FUTURE PURCHASER OF THE COMMON SHARES IN MAKING ITS PURCHASE WILL BE DEEMED TO
HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET
FORTH HEREIN UNDER INVESTOR SUITABILITY REQUIREMENTS. SUCH PROSPECTIVE
INVESTORS WILL BE MADE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF ANY INVESTMENTS IN THE COMMON SHARES DURING THE HOLDING PERIOD, IF ANY.
THIS MEMORANDUM IS HIGHLY CONFIDENTIAL AND HAS BEEN PREPARED BY GOLD BAR SOLELY
FOR USE IN CONNECTION WITH THE PROPOSED LISTING OF ITS COMMON SHARES DESCRIBED
HEREIN ON THE BSX. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE
CURRENT HOLDERS OF COMMON SHARES AND THOSE PERSONS, IF ANY, RETAINED TO ADVISE
SUCH CURRENT HOLDERS OF COMMON SHARES WITH RESPECT THERETO IS UNAUTHORISED,
AND ANY DISCLOSURE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF
GOLD BAR IS PROHIBITED. EACH PERSON WHO ACCEPTS DELIVERY OF THE MEMORANDUM
AGREES TO THE FOREGOING AND (I) TO BASE SUCH PERSONS INVESTMENT DECISION SOLELY
ON THIS MEMORANDUM AND SUCH PERSONS OWN EXAMINATION OF GOLD BAR AND THE
TERMS OF ANY FUTURE OFFERING; AND (II) IF THE LISTING IS TERMINATED, TO RETURN THIS
MEMORANDUM AND ALL DOCUMENTS DELIVERED HEREWITH TO GOLD BAR.
EACH PERSON RECEIVING THIS MEMORANDUM ACKNOWLEDGES AND AGREES THAT (I) SUCH
PERSON HAS BEEN AFFORDED A MEANINGFUL OPPORTUNITY TO REQUEST FROM GOLD BAR
AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE
NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION CONTAINED
IN THIS MEMORANDUM; AND (II) NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION CONCERNING GOLD BAR OR ITS COMMON SHARES OTHER
THAN AS CONTAINED IN THIS MEMORANDUM AND IN WRITTEN INFORMATION PROVIDED BY DULY
AUTHORISED OFFICERS AND EMPLOYEES OF GOLD BAR IN CONNECTION WITH VERIFICATION OF
THE INFORMATION CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED BY GOLD BAR.
NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, IS MADE AS TO THE ACCURACY
OR COMPLETENESS OF THE INFORMATION SET OUT HEREIN, AND NOTHING CONTAINED IN THIS
MEMORANDUM IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER
AS TO THE PAST OR THE FUTURE. CERTAIN PROVISIONS OF VARIOUS INSTRUMENTS,
INCLUDING, WITHOUT LIMITATION, THE ORDINARY SHARES, ARE SUMMARISED IN THIS
MEMORANDUM, BUT HOLDERS OF COMMON SHARES AND FUTURE PROSPECTIVE INVESTORS
SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL INSTRUMENTS,
WHICH WILL BE MADE AVAILABLE TO HOLDERS OF COMMON SHARES AND FUTURE
PROSPECTIVE INVESTORS ON REQUEST.
HOLDERS OF COMMON SHARES AND FUTURE PROSPECTIVE INVESTORS ARE NOT TO
CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX OR INVESTMENT ADVICE.
ALL HOLDERS OF COMMON SHARES AND FUTURE INVESTORS SHOULD CONSULT THEIR OWN
LEGAL COUNSEL OR OTHER ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING
INVESTMENT IN THE COMMON SHARES.
Sec. IIA (3)
THIS PROSPECTUS INCLUDES PARTICULARS GIVEN IN COMPLIANCE WITH THE LISTING
REGULATIONS OF THE BERMUDA STOCK EXCHANGE FOR THE PURPOSE OF GIVING
INFORMATION WITH REGARD TO THE ISSUER. THE DIRECTORS COLLECTIVELY AND
INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND CONFIRM, HAVING MADE ALL REASONABLE ENQUIRIES,
THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF THERE ARE NO OTHER FACTS THE
OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN MISLEADING.
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORISED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE PROPOSED
LISTING OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED BY GOLD BAR. THE DELIVERY OF THIS MEMORANDUM SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF GOLD BAR SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
Gold Bar Development & Consulting Ltd. BSX Prospectus
TABLE OF CONTENTS
Page
CORPORATE ADVISORS
SUMMARY
FORWARD-LOOKING STATEMENTS
RISK FACTORS
BOARD OF DIRECTORS & OFFICERS
11
NATURE OF BUSINESS
15
DIVIDEND POLICY
37
DIRECTOR COMPENSATION
37
PRINCIPAL SHAREHOLDERS
37
DESCRIPTION OF COMMON SHARES
38
SHARES ELIGIBLE FOR FUTURE SALE
38
FINANCIAL MATTERS
38
Audited accounts Gold Bar Development & Consulting Ltd.
41
REGISTRATION OF SHARE TRANSFERS
62
ANNUAL GENERAL MEETING
62
SERVICE PROVIDERS
62
MATERIAL DOCUMENTS
62
LISTING SPONSOR
62
ANNEX 1: QUALIFIED INVESTOR DOCUMENTS

ANNEX 2: GOLD BAR PROJECTED INCOME & CASH FLOW STATEMENT
ANNEX 3: MAP DETAILING CONCESSIONS
Sec. IIA (4)
CORPORATE ADVISORS
Gold Bar has appointed the following Corporate Advisors:
1.
Auditors
Gregory Buczynski
Gregory Scott International
875 N. Michigan Avenue
Suite 3100
Chicago, IL United States 60611
2.
Primary Transfer Agent and Registrar

M Q Services Ltd.
Victoria Place
31 Victoria Street
Hamilton HM 10, Bermuda
3.
Secondary Transfer Agent and Registrar

Integral Transfer Agency
372 Richmond Street West, Suite 114
Toronto, ON M5V 1X6
4.
Principal Bankers
Capital G Bank Limited
19 Reid Street
5.
International Legal Advisors

Ken Bart Esq
Bart and Associates, LLC
1357 S. Quintero Way
Aurora, CO, United States 80017
6.
Mining Consultants
Gordon Smith
Progressive Mining
139 Silverballi Street
Meadowbrook Gardens
Georgetown, Guyana
7.
Listing Sponsors
Capital G BSX Services Limited
25 Reid Street
8.
Investment Banking Consultants

Primary Capital Ltd.
New Venture House,
3 Mill Creek Road, 3rd Floor
Pembroke, Bermuda HM05
SUMMARY
The following summary is qualified in its entirety by more information detailed further in this Memorandum.
Sec. IIA (2),(6),(30),(43)
Gold Bar, Registration No.: 46468 is a Bermuda exempted company, incorporated on April 18, 2012,
registered and existing under the laws of Bermuda, with a registered office at: Victoria Place, 31 Victoria
Street, Hamilton HM 10, Bermuda provided by M Q Services Ltd. and a principal office at: 152 Albert Street,
Albertown, Georgetown, Guyana. The share register is kept at the registered office.
The audited financial statements contained herein are those of Gold Bar, and its wholly owned subsidiary
Smart Treadwear, LLC and at this time Gold Bar has no parent companies.
Sec. IIA (22)
History and Nature of Business
The Company was established in 2012 and is focused on the exploration and development of gold deposits
in the Guyana Shield of South America. Gold Bar Development & Consulting Ltd. plans to expand its gold
operations throughout South America and across the Atlantic to West Africa.
Guyana is a country consisting of vast, often untapped, natural resources. Endowed with extensive
savannahs, productive land and forests, rich mineral deposits of gold, bauxite and diamonds, abundant
water resources and Atlantic coastline, the country offers dynamic business opportunities across multiple
sectors of the economy.
The primary objective of Gold Bar Development & Consulting Ltd. is to build a world class, internationally
recognized mining organization that will utilize its local knowledge of regions to find superior mining
opportunities in remote terrain unreachable by most competitors.
Our business strategy is to bring top-notch management and organization along with the most current mining
technology deep into the jungles of Guyana to some of the most mineral rich plots of land on Earth. Our main
focus will be on alluvial mining projects. Utilizing our alluvial mining approach, we will focus our energies on
the 3-foot layer of gold rich gravel, which lines thousands of acres throughout the Cuyuni Region anywhere
from 3 to 20 feet below the Earths surface. We will combine the alluvial mining techniques, which our team
has practiced for the past couple of decades with the latest centrifuge technology to increase efficiency and
extract more gold.
The Companys principal property, The Cuyuni Project is an exploration stage alluvial gold mining project
that will reach the development phase in June of 2012. The overall deposit contains an estimated reserveresource of 240,000 ounces of Gold.
A final mining feasibility study has been conducted in accordance with the requirements of AIM, a Market
operated by the London Stock Exchange, in particular as described in the "Note for Mining and Oil and Gas
Companies - June 2009, accompanied with proven deposits and probable reserves, audited financial
statements, and a valuation. Such documents are available for inspection as supporting documentation. Reg
5.9(1) A detailed analysis of the probable reserves and pertinent geological data is presented on pages 1820 beginning with the Primary Focus - The Cuyuni Project section. The planned mining operation will be
comprised of a three-phase 8-year development plan. This operation requires a total investment of $10
million and will generate significant return on its own merit. The projected IRR (Internal Rate of Return) is 4%
in year 1, 60% in year 2 and 140% in year 3. The NPV (Net Present Value) over eight years at 8% is
$155.5M million, with Gold at $1,600 per ounce. Financial projections were generated over an eight-year
period, and include the surface Gold only. Gold Bar will allocate approximately $500,000 toward a NI 43-101
geological report and a drilling program in Phase 3 in order to determine if the Company will continue to mine
the property once all of the surface gold is extracted. The alluvial mining operation will produce an average
of 30,000 ounces of Gold per year at a total cost of $1,144 per ounce. The majority of our Gold findings will
be sold directly to the Guyana Gold Board and a small portion will be sold to private gold buyers in Guyana.
The long-term development plan outlines a forty excavator, eighty-dredge operation that will have a
centralized camp, which will house over 300 workers and include sleeping quarters and common areas.
Phase 1 of the long-term plan includes a one excavator and two dredge operation, which will produce an
estimated 750 ounces of gold per year or 15 ounces per week. Phase 1 will increase cash flow close to
$25,000 per week ($1,600 per ounce x 15 ounces) and will transition the company out of the exploration
phase and into the development phase.
Phase 2 will include the addition of 19 additional crews each consisting of 10 workers, 1 excavator and 2
dredges. The beginning of Phase 2 will consist of heavy infrastructure work including building the camp
located in the core of the property and 4 main access roads moving outward from the core of the property to
the perimeter in all four directions, North, South, West and East. Phase 2 demonstrates further increasing
rates of return based on financial models and illustrates the property operating at 50% capacity.
Phase 3 will include the addition of 20 more crews, initially increasing monthly output from 1,200 ounces and
revenues of $1,920,000 per month to 2,400 ounces and $3,840,000 and ultimately increasing monthly output
to 3,000 ounces and $4,800,000. The estimated total investment required to complete the long-term plan is
$10,000,000.
FORWARD LOOKING STATEMENTS
This Memorandum contains or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Gold Bar's management, as well as estimates and
assumptions made by such management. When used herein, the words 'anticipate', 'believe', 'expect',
'future', 'intend', 'plan', and similar expressions as they relate to Gold Bar, or Gold Bar 's management
identify forward looking statements. Such statements reflect the current view of Gold Bar with respect to
future events and are subject to risks, uncertainties and assumptions relating to Gold Bar's operations and
results of operations and any businesses that may be acquired by Gold Bar.
Should one or more of these risks or uncertainties materialise, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated, believed, estimated, intended or
planned. Some of the factors, which may cause such a difference, are set out under 'Risk Factors' below.
RISK FACTORS
Investing in the Common Shares of Gold Bar involves a significant degree of risk to capital. There can be no
assurance that Gold Bar will be successful in implementing its business plan and an investment in Gold Bar
may result in investors losing some or all of their money.
In addition to the other information in this Memorandum, the following risk factors should be considered
carefully in evaluating Gold Bar and its business before purchasing Common Shares.
Exploration, Development and Operating Risks
Mining operations generally involve a high degree of risk. Gold Bars operations are subject to all the
hazards and risks normally encountered in the exploration, development and production of gold, including
unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other
conditions involved in the excavating and removal of material, any of which could result in damage to, or
destruction of, mines and other producing facilities, damage to life or property, environmental damage and
possible legal liability. Although adequate precautions to minimize risk will be taken, mining operations are
subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas,
which may result in environmental pollution and consequent liability.
The exploration for and development of mineral deposits involves significant risks, which even a combination
of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may
result in substantial rewards, few properties, which are explored are ultimately developed into producing
mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical
processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that
the exploration or development programs planned by Gold Bar will result in a profitable commercial mining
operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of
which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal
prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of these factors may result in
Gold Bar not receiving an adequate return on invested capital.
There is no certainty that the expenditures made by Gold Bar towards the search and evaluation of mineral
deposits will result in discoveries of commercial quantities of ore.
No History of Mineral Production
Gold Bar has never had any interest in mineral producing properties prior to its interest in The Cuyuni Project
and there is no assurance that commercial quantities of minerals will be discovered at any of the future
properties of Gold Bar, nor is there any assurance that such future exploration programs of Gold Bar thereon
will yield any positive results. Even if commercial quantities of minerals are discovered, there can be no
assurance that any property of Gold Bar will ever be brought to a stage where mineral resources can
profitably be produced thereon. Factors which may limit the ability of Gold Bar to produce mineral resources
from future properties include, but are not limited to, the price of the mineral resources which are currently
being explored for, availability of additional capital and financing and the nature of any mineral deposits.
Gold Price Fluctuations
The price of the Common Shares, Gold Bars financial results and exploration, development and mining
activities may in the future be significantly adversely affected by declines in the price of gold. Gold prices
fluctuate widely and are affected by numerous factors beyond Gold Bars control such as the sale or
purchase of gold by various central banks and financial institutions, interest rates, exchange rates, inflation
or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional
supply and demand, and the political and economic conditions of major gold producing countries throughout
the world. The price of gold has fluctuated widely in recent years, and future serious price declines could
cause continued development of Gold Bars properties to be impracticable. Future production from Gold
Bars properties is dependent on gold prices that are adequate to make these properties economically
feasible.
In addition to adversely affecting Gold Bars reserve and/or resource estimates and its financial condition,
declining commodity prices can impact operations by requiring a reassessment of the feasibility of a
particular project. Such a reassessment may be the result of a management decision or may be required
under financing arrangements related to a particular project. Even if the project is ultimately determined to be
economically viable, the need to conduct such a reassessment may cause substantial delays or may
interrupt operations until the reassessment can be completed.
Operating Cost Fluctuations
Gold Bar has incurred significant expenses in exploration and feasibility research. Although Gold Bar
believes it has consistently adopted conservative assumptions in its estimations, no assurances can be
given that such assumptions will prove to be accurate and, therefore, the operating costs of Gold Bar may
prove to be higher or lower than those estimated.
Potential Legal Disputes
The mining industry often involves the division of ownership interests attached to a certain parcel of land.
Mining rights are sometimes held separately from surface rights, and the diverse ownership of the distinctive
rights may be held by parties with adverse interests. For this reason, potential investors should view the
possibility of litigation costs to be a risk associated with investment in Gold Bar.
Competition
The mining industry is competitive in all of its phases. Gold Bar faces strong competition from other mining
companies in connection with the acquisition of properties producing, or capable of producing, precious and
base metals. Many of these companies have greater financial resources, operational experience and
technical capabilities than Gold Bar. There is no guarantee that Gold Bar will be able to compete effectively
or be able to achieve a positive result for its shareholders due to the level of competition in the area.
Market Conditions
The gold market is relatively liquid compared with many other commodity markets. Physical demand for gold
is primarily for fabrication purposes, including jewelry, which accounts for up to eighty percent of fabricated
gold products, as well as electronics, dentistry, decorations, medals and official coins. In addition, central
banks, financial institutions and private individuals buy, sell and hold gold bullion as an investment and as a
store of value. The use of gold as a store of value (a consequence of the tendency of gold to retain its value
in relative terms against basic goods, and particularly in times of inflation and monetary crisis) and the large
quantities of gold held for this purpose in relation to annual mine production have meant that, historically, the
potential total supply of gold is far greater than demand at any one time. Thus, while current supply and
demand play some part in determining the price of gold, this does not occur to the same extent as with other
commodities. Instead, the gold price has from time to time been significantly affected by macro-economic
factors such as expectations of inflation, interest rate changes, exchange rate changes, changes in reserve
policy by central banks, and by global or regional political and economic events. In times of price inflation
and currency devaluation, gold is often bought as a store of value, leading to increased purchases and
support for the price of gold. However, the gold market is susceptible to market influences that could
adversely affect the Companys financial position.
Management of Growth
The company believes that it has a capable and knowledgeable management team, however, if the
Company grows it may need to retain and hire experts in the field. The inability to locate and hire capable
management personnel could negatively affect operations.
Additional Capital
The development and exploration of Gold Bars properties may require substantial additional financing.
Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration,
development or production on any or all of Gold Bars properties or even a loss of property interest. There
can be no assurance that additional capital or other types of financing will be available if needed or that, if
available, the terms of such financing will be favorable to Gold Bar.
Gold Bar is in need of cash resources to implement its immediate business strategy, which focuses on
advancing the projects that are currently under Gold Bars control. Near term goals include: financing Phase
2 and Phase 3 of The Cuyuni Project. However, expansions and new mining projects undertaken by Gold
Bar could require additional capital. The Directors of Gold Bar believe that the income forthcoming from
mining operations during its first two full operational years will be adequate to satisfy the capital and
operating requirements of Gold Bar during the immediate future.
Any decrease in Gold Bars growth rate, shortfalls in anticipated revenues, increases in anticipated
expenses, or significant acquisition opportunities could have a material adverse effect on Gold Bars liquidity
and capital resources and could require Gold Bar to raise additional capital from public or private equity or
debt sources. There can be no assurance that Gold Bar will be able to raise any such capital on terms
acceptable to Gold Bar or at all.
Unforeseen Costs
Should any unforeseen issues occur, Gold Bar might not obtain adequate cash flow from its operations as
anticipated. Gold Bar may be unable to raise any additional capital on desirable or acceptable terms. If
further financing cannot be sourced in adequate amounts, or secured on satisfactory terms, then Gold Bar
may be unable to pursue new projects or to continue operations at desired levels.
Fluctuations in Quarterly Operating Results
Gold Bar may experience variations in its income on a quarterly basis because of many factors, including
seasonal factors affecting costs and delays in income. If revenues do not meet expectations in any given
quarter and Gold Bar is unable to adjust spending in a timely manner, operating results could be affected
materially.
Shortage of Working Capital
It is possible that the Company will have a shortage of working capital if it is unable to derive revenue from
its mining properties or from raising funds from outside sources. Should this not be sufficient, Gold Bar may
be required to borrow money as may be necessary for its business operations.
Market for the Common Shares

There is no existing market for the Common Shares and no assurances can be given that a market will
develop for the Common Shares or, if such markets develop that they will continue. Accordingly, investors
may be unable to realize their investment in the Common Shares.
Market Price of Common Shares
Securities of micro- and small-cap companies have experienced substantial volatility in the past, often based
on factors unrelated to the financial performance or prospects of the companies involved. These factors
include macroeconomic developments in North America and globally and market perceptions of the
attractiveness of particular industries. The Companys share price is also likely to be significantly affected by
short-term changes in gold prices or in its financial condition or results of operations as reflected in its
quarterly earnings reports. Other factors unrelated to Gold Bars performance that may have an effect on the
price of the Common Shares include the following: the extent of analytical coverage available to investors
concerning Gold Bars business may be limited if investment banks with research capabilities do not
continue to follow the Company; lessening in trading volume and general market interest in the Companys
securities may affect an investors ability to trade significant numbers of Common Shares; the size of the
Companys public float may limit the ability of some institutions to invest in the Companys securities; and a
substantial decline in the price of the Common Shares that persists for a significant period of time could
cause the Companys securities to be delisted from the exchange on which they trade, further reducing
market liquidity.
As a result of any of these factors, the market price of the Common Shares at any given point in time may
not a accurately reflect Gold Bars long-term value. Securities class action litigation often has been brought
against companies following periods of volatility in the market price of their securities. The Company may in
the future be the target of similar litigation. Securities litigation could result in substantial costs and damages
and divert managements attention and resources.
Future Sales of Common Shares by Existing Shareholders
Sales of a large number of Common Shares in the public markets, or the potential for such sales, could
decrease the trading price of the Common Shares and could impair the Companys ability to raise capital
through future sales of Common Shares.
Dependence on Key Personnel
The Companys success depends upon the continued efforts of its senior management team and its
technical personnel. Such employees may voluntarily terminate their employment with the Company at any
time. The Companys success also depends on its ability to attract and retain additional highly qualified
management and technical personnel. The process of hiring employees with the combination of skills and
attributes required to carry out the Companys strategy can be extremely time-consuming. There can be no
assurance that the Company will be able to retain or integrate existing personnel or identify and hire
additional personnel. The loss of the services of key personnel, or the inability to attract additional qualified
personnel, could materially affect the Companys business, financial condition and results of operations.
Significant Control
The largest shareholders of Gold Bar are Saratu Phillips, Bryan Bardes, and Primary Capital Ltd. As a result,
collectively, they will have the ability to influence Gold Bar and the direction of its affairs and business.
Government Regulation
The mining, processing, development and mineral exploration activities of Gold Bar are subject to various
laws governing prospecting, development, production, taxes, labor standards and occupational health, mine
safety, toxic substances, land use, water use, land claims of local people and other matters.
Exploration may also be affected in varying degrees by government regulations with respect to, but not
limited to, restrictions on future exploration and production, price controls, export controls, currency
availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary
permits, opposition to mining from environmental and other non-governmental organizations, limitations on
foreign ownership, expropriation of property, ownership of assets, environmental legislation, labor relations,
limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of
inflation, increased financing costs, and site safety. This may affect both Gold Bars ability to undertake
exploration and development activities in respect of present and future properties in the manner
contemplated, as well as its ability to continue to explore, develop and operate those properties in which it
has an interest or in respect of which it has obtained exploration and development rights to date.
Although Gold Bar believes that its exploration and development activities are currently carried out in
accordance with all applicable rules and regulations, no assurance can be given that new rules and
regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which
could limit or curtail development or future potential production. Amendments to current laws and regulations
governing operations and activities of mining and milling or more stringent implementation thereof could
have a substantial adverse impact on Gold Bar.
Political Risks
All of Gold Bars current operations are presently conducted in Guyana, South America and as such, Gold
Bars operations are exposed to various levels of political, economic and other risks and uncertainties. These
risks and uncertainties vary from country to country and include, but are not limited to, currency exchange
rates; high rates of inflation; labor unrest; renegotiation or nullification of existing concessions, licenses,
permits and contracts; changes in taxation policies; restrictions on foreign exchange; and changing political
conditions; currency controls and governmental regulations that favor or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction.
Future political actions cannot be predicted and may adversely affect Gold Bar. Changes, if any, in mining or
investment policies or shifts in political attitude in the country of Guyana may adversely affect the Companys
business, results of operations and financial condition. Future operations may be affected in varying degrees
by government regulations with respect to, but not limited to, restrictions on production, price controls, export
controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety. The possibility that future
governments may adopt substantially different policies, which may extend to the expropriation of assets,
cannot be ruled out.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right
applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of
these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on
the Companys consolidated business, results of operations and financial condition.
Licensing Matters
Gold Bars operations are subject to receiving and maintaining permits and licenses from appropriate
governmental authorities. Although Gold Bar currently has all required permits and licenses for its operations
as currently conducted, there is no assurance that delays will not occur in connection with obtaining all
necessary renewals of such permits and licenses for the existing operations or additional permits or licenses
for all future new operations. There can be no assurance that Gold Bar will continue to hold all permits and
licenses necessary to develop or continue operating at any particular property, or that any such licenses or
permits awarded will not be cancelled pursuant to applicable legislation.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which
affect capital and operating costs. Unusual or infrequent weather-phenomena, sabotage, government or
other interference in the maintenance or provision of such infrastructure could adversely affect Gold Bars
operations, financial condition and results of operations.
Exchange Rate Fluctuations
Exchange rate fluctuations may affect the costs that Gold Bar incurs in its operations. The appreciation of
non-US dollar currencies against the US dollar can increase the cost of gold production in US dollar terms.
Most of the Companys expenditures that occur in Guyana are paid in Guyana currency. Accordingly, a
strengthened U.S. dollar relative to the Guyanese dollar would negatively impact the Company.
10
BOARD OF DIRECTORS
Gold Bar Development & Consulting, Ltd.
Sec. IIA (41)
Position
Name
Nationality
Chairman of the Board
Saratu Phillips
American
Director
Bryan Bardes
American
Director
Moussa Traore
Ivorian
Director
Ian Stone
Bermudian
Director
Nicholas J. Hoskins
Bermudian
None of the directors has ever been found guilty in disciplinary proceedings by an employer or regulatory
body due to dishonest activities, or has been barred from entry into any profession or occupation. None of
the directors, nor any company of which they were directors, shadow directors or alternative directors, has,
at any time, been convicted in any jurisdiction of any criminal offence, or an offence under legislation of any
Act. The business address for the above directors is: Victoria Place, 31 Victoria Street Hamilton HM 10,
Bermuda.
OFFICERS
Gold Bar Development & Consulting, Ltd.
Sec. IIA (41)
Position
Name
Nationality
CEO
Saratu Phillips
American
CFO/Vice President of Investments
Bryan J. Bardes
American
Vice President of Operations
Peter Phillips
Guyanese
General Manager
Clayton Ambrose
Guyanese
The business address for the above officers is: Victoria Place, 31 Victoria Street Hamilton HM 10, Bermuda.
Duties, Functions and Responsibilities of the Board of Directors
Over and above their duties formulated in the By-laws, the Board of Directors are responsible for the
formulation of policy regarding financial management, general budgeting, administrative policy, marketing,
product development, initiating research and development of new projects and controlling and monitoring the
performance of the Company.
11
Sec. IIA (27),(41),(42)

Management
Saratu Phillips, CEO & Chairman of the Board, Age: 36
Mr. Phillips was born and raised in Guyana where he was exposed at a very young age to the gold mining
business. He moved to the US in 1994 to pursue his studies at the New York City College of Technology
where he earned a degree in Telecommunications Technology with a minor in Engineering. In 2003, he cofounded Rogue Networks which specialized in consulting for companies in both Guyana and the US which
were implementing new telecommunication systems including data satellite, WIFI equipment, wireless long
range telephones, and other technical equipment. It was during this time he took on a variety of mining
clients in Guyana. While back in Guyana, he excelled in the intricacies of setting up and maintaining systems
in very remote locations. He then went on to found Astrolobe Technology in 2006 where he was able to
utilize his specialized skills and international business knowledge to negotiate contracts with both mining
companies and local government agencies. In 2010 he purchased a controlling interest in Marquis Tech
Holdings, a publically traded company in the US. He was CEO and Director of Marquis Tech from January
2011 through March 2012 when he sold the company. Mr. Phillips has a robust network of companies in both
the US and South America which he will be working with to grow the operations of Gold Bar Development &
Consulting Ltd.
Bryan J. Bardes, CFO & Vice President of Investments, Secretary Age: 30
Bryan J. Bardes graduated from the University of Massachusetts Amherst in 2004 with a Bachelor of
Science degree in Accounting. He received his CPA license in 2006. Bryan has over four years of
experience working for a Big Four accounting firm in Manhattan. During his tenure at KPMG, he primarily
worked in their real estate group leading audit engagements. He also worked on numerous tax and advisory
projects as well. His key strengths include assessing risk in the internal control environment of his clients
while documenting & testing their critical controls. His clients included some of the biggest real estate funds,
investment management companies, and real estate developers, including: ING Clarion, Tishman Speyer,
Macklowe Properties, Jamestown, Taconic Investment Partners, and The Related Companies. Bryan then
spent a year working for a Boston based private real estate firm with over $3B in assets, where he oversaw
the property accountants and was directly responsible for the consolidation of accounting information for
over 150 properties. In 2008, Bryan co-founded Spire Investment Group where he successfully raised capital
in both private and public markets for real estate ventures and start up technology companies. For the past
four years, he has consulted for dozens of publically traded entities as well as buyers, sellers, private equity
funds and financial advisors in public and private M&A transactions, including leveraged buyouts, mergers,
acquisitions, dispositions and recapitalizations. Bryan has also consulted for issuers and investors in public
and private securities transactions, including public offerings, and venture capital financings. In 2012, he was
appointed Chief Financial Officer and Director of Gold Bar Development & Consulting Ltd.
Peter Phillips, Vice President of Operations, Age: 40
Peter Phillips has an extensive 20-year track record of working in the mining industry. Born in raised in
Guyana, Peter began as a pit worker at a local alluvial gold mining operation in the Quartz Stone region of
Guyana at the age of 20. As a pit worker, he was exposed to the most labor-intensive part of the operation. It
was here where he would learn the foundation of successful alluvial mining operations. Always eager to
advance, Peter familiarized himself with all heavy equipment onsite, and always assisted where he could
eventually learning to operate excavators, tractors, and bulldozers. 5 years later, at the age of 25, he was
promoted to general manager of the operation, where he spent one year before going out and starting his
own gold mining operation in Peruni-Tiger Creek region. He and his partner spent two years working their
own lease, successfully mining close to 2,000 ounces with a basic set up. He and his partner then moved
their operation to the Oku-Cuyuni region where they spent 3 years running an alluvial mining operation
consisting of 20 workers. It was here where Peter honed in on his management skills and was able to keep
the main camp in operation for 3 years, while delegating more of the daily operations to his general manager
at the time. This enabled Peter to travel throughout the region networking between different camps, and
obtaining a more thorough understanding of the newest technology and best practices, so that he could
apply them to his own operation. In 2006, Peter moved his operations to the Aranka-Cuyuni region where he
has since mined thousands of ounces of gold. Aside from overseeing his main operations, he acted as an
independent consultant to outside operations within his network. While the consulting he did was not his
primary source of income, it enabled him to keep a broad knowledge of the entire region, and gave him first
hand access to the interworkings of dozens of different camps and operating environments. Peters vast
12
knowledge of the regions within Guyana, and his thorough network of mid-size mining companies makes him
an invaluable asset to Gold Bar.
Clayton Ambrose, General Manager & Engineer, Age: 44
Clayton Ambrose has worked with and shadowed Peter Phillips for over 10 years. He started his career in
the mining industry in 1987 in Guyana. He began working with Peter on a mining project in the Peruni-Tiger
Creek Region. He has over 25 years of experience in the mining industry and has traveled to mining camps
in every region of Guyana. Clayton is an expert Excavator Operator, Engineer, and Mechanic. He also has
significant experience in accounting and purchasing for various jobs and has excellent management skills.
He has experience working in every position of an alluvial gold mining operation and has taught and
mentored over a hundred workers. He has an in depth knowledge of engines and hydraulic systems. He has
seen, diagnosed, and successfully fixed virtually all combinations of engine and hydraulic failure. He has
also performed maintenance on all equipment including but not limited to excavators, dredges, engines (both
diesel & gasoline), pumps, bulldozers, trucks, ATVs, and tractors. His 25 years of experience living and
working in the rain forest in Guyana has given him a natural sense of the terrain and the ability to navigate
the most remote projects in the country and is a vital resource to Gold Bar.
In addition to management listed above, the Company currently employs a crew of eight miners who report
directly to Clayton Ambrose, the Companys General Manager.
The Company has a total of twelve employees.
Sec. IIA (41)
Directors
Saratu Phillips, Director, Age: 36
(See above)
Bryan J. Bardes, Director, Age: 30
(See above)
Moussa Traore, Director, Age: 43
Mr. Traore is an entrepreneur with significant experience in international business. In 2006, he founded VS
Research Group which promotes the safety and soundness of vehicle systems and fosters cooperation
within the industry for overall collective benefit by seeking out top tier technologies within the industry,
acquiring those technologies, and utilizing its broad knowledge base and network of connections within the
industry to transform engineering visions into practical realities.
Over the past five years, he has consulted for numerous ventures in both the US and Africa. He has an
extensive understanding of marketing products through international distribution channels. Since 2006, he
has grown VS Research Group form a small start up to a marketing and research firm with assets in excess
of $4M.
Ian Stone, Director, Age: 47
Ian Stone is a Senior Counsel in the Corporate Department and has been with Wakefield Quin Limited since
2004. His areas of experience include IPOs, public company and capital markets transactions, advising on
offshore corporate and partnership structures, project financing, banking transactions, acquisitions and
mergers, group restructuring and general corporate work.
Prior to joining Wakefield Quin Limited Ian was a Partner at Halliwells in Manchester until 1999 and senior
corporate counsel at Appleby in Bermuda from 1999 to 2004. Ian was educated in Manchester, England and
at Sheffield University and was called to the Bermuda Bar in 2004.
Nicholas J. Hoskins, Director, Age: 45
13
Nicholas Hoskins is a Senior Counsel and Managing Director of Wakefield Quin Limited and has been with
the Company since 1997 when it was previously Hector, Wakefield Dwyer and Pettingill. He works in the
Corporate, Trusts and Financial Services Department practicing in the areas of general corporate,
commercial, transactional and Trusts as well as private client work.
Nicholas was born in Bermuda and educated in England. He is a member of Middle Temple, London and
was called to the English Bar in 1992 and the Bermuda Bar in 1993.
Consultants
Progressive Mining
Sec. IIA (8.1)
Progressive Mining has been in business in Guyana since 1995 and has consulted for over 50 alluvial mining
operations throughout the Quartz Stone, Peruni-Tiger Creek, Oku, and Aranka-Cuyuni regions of Guyana.
Gordon Smith, President of Progressive Mining attended the City and Guilds of London Institute where he
received his Radio & Line Transmission as well as his Principles of Radio Transmission in 1980. He then
went on to spend 15 years in the telecommunications industry working for Guyana Telephone & Telegraph
Company (GTT) where he held the following titles: Technician-Radio Workshop, Senior Technician, and
Technical Officer-Radio Lab., Senior Production Officer and Head of Materials Production, Engineer-Radio
Systems Operation, and Engineer-International Radio Systems Operation. During his tenure at GTT, Mr.
Smith gained a thorough understanding of telecommunications and went on to found Progressive Mining in
1995 where he managed dozens of clients throughout the interior of Guyanas remote rain forest. One of his
biggest clients was Omai Gold. Beginning in 1993, Omai Gold Mines Limited, a consortium between a
Canadian company and the government of Guyana, carried out operations at the Omai Gold Mine using
funding received from the World Bank and the International Monetary Fund. Located in the Essequibo
region, Omai was one of the largest open pit gold mines in the world. At the time it was built, in the early
nineties, Omai was the largest gold mine in South America. In a period spanning 13 years, Omai produced
some 3.7 million ounces of gold during a period when the price of gold was approximately US $300 an
ounce. Mr. Smiths telecommunications background brought him in constant contact with alluvial miners
looking to either set up new telecommunications systems or troubleshoot their current systems deep in the
jungle. Mr. Smith was exposed early to the interworkings of alluvial mining camps and shortly after founding
Progressive he was offering a full array of alluvial mining consulting services including: mine development,
alluvial mining production, environmental compliance, financial evaluation, mine commissioning, long and
short range mine planning, telecommunications, and logistical optimization with a variety of deposit types of
gold. Mr. Smith has since consulted for numerous publically traded companies working in Guyana, which
cannot be disclosed due to confidentiality agreements.
Sec. IIA (8.1)
Progressive Mining has no shareholdings in Gold Bar and no right to subscribe for or to nominate persons to
subscribe for securities in Gold Bar.
Sec. IIA (8.2)
Progressive Mining has not withdrawn its written consent to the issue of this prospectus with the inclusion of
its competent persons report and any sections from the report, which is included in the prospectus.
Sec. IIA (8.3)
The following sections: Cuyuni Project Mining Concessions, Sampling Program, Sampling Results and
Test Pit Location Map located on pages 20 and 21 of this prospectus have been taken from the Competent
Persons Report/Mining Feasibility Study done on the Cuyuni Project dated April 23, 2012. The Competent
Persons Report was not made by the expert for incorporation in the prospectus, however Gold Bar has
obtained consent from Progressive Mining to use it in the prospectus.
14
NATURE OF BUSINESS
Mineral resource companies focus on the exploration and development of ore bodies for the purpose of
exploiting the contained minerals in an economically attractive fashion when feasible. Typically there are
several stages of development with companies that specialize in specific phases of development. Junior
exploration companies undertake high risk, early stage exploration and drilling. Mid tier companies undertake
advanced drilling and feasibility work and or own and or operate medium scale mining operations. Senior
companies tend to acquire advanced stage properties or producing mines. The most lucrative stages of
mineral resource development are typically observed with exploration and mid tier companies where higher
risk is associated. Senior mining companies limit risk by acquiring, joint venturing or optioning properties in
advanced stages with smaller or mid tier exploration companies that focus on achieving higher returns for
investors.
Gold Bar is at this early stage, a small company that intends to achieve mid-tier status by entering the
exploitation phase, furthering exploration, excavating, dredging and mining of its current property and
potentially acquiring additional properties that have a proven record of producing consistent and substantial
amounts of gold or other valuable minerals. This strategy is employed by many comparable companies and
is a proven model for rapid growth when successful discoveries are made. The eventual goal of Gold Bar is
to utilize the cash flow generated by The Cuyuni Project to explore and develop additional properties until it
is determined prudent to sell all or portions of its assets to senior companies.
Gold Bar has focused its initial efforts in Guyana, South America, which is situated in the Cuyuni/Mazaruni
Region. Gold Bar also intends to grow its mining operations to the point where it can also acquire mining
properties in West Africa.
About Guyana
Guyana, officially the Co-operative Republic of Guyana, previously the colony of British Guiana, is a
sovereign state on the northern coast of South America that is culturally part of the Anglophone Caribbean.
Guyana was a former colony of the Dutch and (for over 200 years) of the British. It is the only state of the
Commonwealth of Nations on mainland South America, and the only one on that continent where English is
an official language. It is also a member of the Caribbean Community (CARICOM), which has its secretariat
headquarters in Guyana's capital, Georgetown. Guyana achieved independence from the United Kingdom
on 26 May 1966, and became a republic on 23 February 1970. In 2008 the country joined the Union of South
American Nations as a founding member. (1)
Historically, the region known as "Guiana" or "Guyana" comprised the large shield landmass north of the
Amazon River and east of the Orinoco River known as the "Land of many waters". Historical Guyana is
made up of three Dutch colonies: Essequibo, Demerara, and Berbice.2 Modern Guyana is bordered to the
east by Suriname, to the south and southwest by Brazil, to the west by Venezuela, and on the north by the
Atlantic Ocean. (2)
Situated on the mineral rich Guyana Shield, Guyana has attracted international interest from the largest
mining companies in the world. While the mining sector is primarily focused on gold, bauxite and diamonds,
Guyana also contains deposits of semi-precious stones, laterite, manganese, kaolin, sand resources,
radioactive minerals, copper, molybdenum, tungsten, iron, and nickel among others. Guyana produces highvalue refractory-A grade bauxite, which is produced nowhere else except in China. The mining and
quarrying sector represents a critical component of Guyanas economy, contributing to over 9 percent of
GDP and accounting for approximately 38 percent of exports in 2006. In 2006, Guyana produced nearly
1.45 million metric tons of bauxite, 205,970 ounces of gold and 340,544 metric carats of diamonds. (3)
The Guyana Government has, and is continuing to look to private industry and international investors in
order to expand opportunities for the bauxite sector. In 2007, allowed a China organization, the Bosai
1 Guyana Office For Investment, Investment Guide
3 Guyana Office For Investment, Investment Guide, page 24
15
Minerals Group, to acquire the 70% share in the Linden bauxite operations that were previously held by the
parent company of Omai Bauxite Mining Inc. Bosai Minerals Group paid US$46M for this acquisition with
thirty-percent of the purchase price being retained by the Guyana Government. The Berbice bauxite plant,
Aroaima Mining Company, was also privatized. The Russian aluminum giant RUSAL, acquired a 90%, stake
in the Berbice operations at a cost of US$20M. The remaining, 10% is owned by Government. RUSAL has
commissioned a study to determine the feasibility of establishing an alumina plant and is also considering
building an alumina smelter plant. With these recent investments, bauxite production is expected to increase
by more than 50%. (4)
In 2005, gold production was significantly reduced as economical deposits at the Omai Gold mines were
exhausted. In the past, Omai produced approximately 70 percent of Guyanas gold. This closure, combined
with high gold prices, has precipitated a surge in exploration for new gold deposits. The prospects are
encouraging with exploration results suggesting that at least one million ounces of gold deposits are
accessible in each of two new sites. Once confirmed, production at these sites could start within two years.
Furthermore, with the increase in world gold prices, deposits that were previously uneconomical to extract
are now economical. This may result in a restart of the Omai mine where between 70,000 and 100,000
additional ounces could be mined per year. (4)
Political Overview
Office
President
Prime Minister
Name
Donald Ramotar
Sam Hinds
Party
People's Progressive Party
People's Progressive Party
Since
3 December 2011
11 August 1999
Executive authority is exercised by the president, who appoints and supervises the prime minister as well as
a cabinet of ministers. The President is elected by direct vote for a five-year term and is the supreme
executive authority, Head of State and Commander-in-Chief of the armed forces. The President is limited to
two consecutive terms. (5)
The president has the authority to dissolve the parliament, but in contrast to nearly all parliamentary regimes,
the Constitution of Guyana does not provide any mechanism for parliament to replace the president during
his or her term of office, except in case of mental incapacity or gross constitutional violations. This makes
Guyana an "assembly-independent" regime (Shugart and Carey 1992) much like Switzerland. (5)
Only the prime minister is required to be a member of the assembly. In practice, most other ministers also
are members. Those who are not serve as nonelected members, which permit them to debate but not to
vote. The president is not a member of the National Assembly but may Address it at any time or have his
address read by any member he may designate a convenient time for the Assembly. Under Guyana's
constitution the President is both the Head of State and Head of Government of the Co-operative Republic of
Guyana. (5)
Guyanas legal system is based on British Common Law, with a three-tiered court system. The three tiers of
the court system consist of Magistrates Courts, the High Court, and the Court of Appeals. Appeals
stemming from decisions of the Court of Appeals may also be taken to the Caribbean Court of Justice. (6)
For administrative purposes, Guyana is divided into 10 regions, each headed by a chairman who presides
over a regional democratic council. Local communities are administered by village or city councils. The
regions are Barima-Waini, Cuyuni-Mazaruni, Demerara-Mahaica, East Berbice-Corentyne, Essequibo
Islands-West Demerara, Mahaica-Berbice, Pomeroon-Supenaam, Potaro-Siparuni, Upper Demerara-Berbice
and Upper Takutu-Upper Essequibo. (6)
4 Guyana Office For Investment, Investment Guide, page 24

16
Economic Overview (6)

Summary
GDP/PPP (2007 estimate)
US$3.082 billion (US$4,029 per capita)
Real growth rate
3.6%
Inflation
12.3%
Unemployment
9.1% (2000, understated)
Arable land
2%
Labour force
418,000 (2001 estimate)
Agricultural produce
sugar, rice, vegetable oils, beef, pork,
poultry, dairy products, fish, shrimp
Natural resources
bauxite, gold, diamonds, hardwood
timber, shrimp, fish
Exports
US$621.6 million (2006 estimate)
sugar, gold, bauxite/alumina, rice,
shrimp, molasses, rum, timber, rice,
sugar. citrus fruits.
Imports
US$706.9 million (2006 estimate)
manufactured items, machinery,
petroleum, food.
Major trading partners
Canada, US, UK, Portugal, Jamaica,
Trinidad and Tobago, China, Cuba,
Singapore, Japan, Brazil, Suriname
(2009)
Industrial produce
bauxite, sugar, rice milling, timber,
textiles, gold mining
Currency & Dollarization
The Guyanese dollar (currency sign: $ and G$; ISO: GYD) has been the unit of account in Guyana (formerly
British Guiana) since 29 January 1839. Originally it was intended as a transitionary unit to facilitate the
changeover from the Dutch guilder system of currency to the British pound sterling system. The Spanish
dollar was already prevalent throughout the West Indies in general, and from 1839, the Spanish dollar unit
operated in British Guiana in conjunction with British sterling coins at a standard conversion rate of one
dollar for every four shillings and twopence. In 1955 the British sterling coinage was replaced with a new
decimal coinage, which was simultaneously introduced through all the British territories in the Eastern
Caribbean. The long-standing sterling exchange rate of four shillings and twopence to the dollar finally
lapsed on 9 October 1975. The Guyanese dollar is normally abbreviated with the dollar sign $, or
alternatively G$ to distinguish it from other dollar-denominated currencies. (6)
Guyanese Mining Law
The Guyana Geology and Mines Commission (GGMC) is the government entity responsible for the
promotion of mineral development. The GGMC is a self-financing organization, with surpluses beyond
statutory reserves being transferred to the National Treasury. Among other functions, GGMC provides
technical assistance and advice on mining, mineral processing, mineral utilization and marketing of mineral
resources. It conducts research in exploration, mining, and utilization of minerals and mineral products. It is
responsible for enforcing the conditions of mining licenses, mining permits, mining concessions, prospecting
licenses (for large scale operations), prospecting permits (for medium and small scale operations) and
quarry licenses. Finally, it is responsible for the collection of rents, fees, charges, levies, etc. payable under
the Mining Act. (14)
17
Standard Fiscal Regime For Extraction of Minerals

Mining on a Large Scale:
Gold and Precious Metals, Diamonds and Precious Stones
Royalty: 5% of production or of gross revenues
Income Tax: 35%
Depreciation: 20%
Zero rates of duty on all equipment, process materials and spares to be used during and in the course of
surveys, prospecting and mining
No free equity to State, but the State shall have the right to nominate a member of the Board
Withholding tax set at 6.25% of dividends
Stability clause- for each mine developed, all conditions maintained for the duration of 15 years from the start
of commercial production or the life of the deposit, whichever is shorter, then general rules for duties, income
tax and withholding tax apply (7)
Bauxite and other Minerals (except sand and stone)
Royalty: 1.5% of gross revenue for gold; 3% of gross revenue for diamonds
Income tax: 2% of gross revenue, in lieu of Income Tax. If the permit holder is a corporation, corporation tax
is payable at the rate of 35% of taxable income.
Duty exemptions on a range of items (7)
Mining on a Medium and Small Scale:
Royalty: 5% of gross revenue for gold; 3% of gross revenue for diamonds
Income Tax: 2% of gross revenue, in lieu of Income Tax. If the permit holder is a corporation, corporation tax
is payable at the rate of 35% of taxable income
Duty Exemption on a range of items (7)
The Government is interested in securing large-scale investors for the mining industry, especially in the
areas of gold and bauxite, for exploration purposes and to improve the efficiency and productivity of
operations. The licensing regime established for this sector embraces a royalties and fiscal system, which
provides investors with attractive terms for exploration and production projects. It should be noted, however,
that foreign investors cannot, hold small or medium scale properties (up to 1,200 acres) except in
partnership with Guyana firms. Gold Bar is able to hold its interest in the Cuyuni Project, a medium scale
property through its joint venture with a private Guyanese firm.
Mining is a trenchant sector of the Guyanese economy, with well-established rules of the game and a safe
operating environment that offers investors flexibility in establishing the infrastructure and operations
necessary for the to be successful.
A variety of government entities are involved in regulating the gold mining industry. The Guyana Gold Board
(GGB) is a marketing board that serves as the countrys sole official buyer of gold.
As the government agency responsible for managing the mineral and petroleum sectors, GGMC has the
most direct control over mining operations. Headed by a commissioner, it administers the Mining Act and
Mining Regulations to promote mining as a source of development for Guyana. The Geological Surveys and
Mines Department established GGMC in 1979, and it now operates as a semi-autonomous corporate body
owned by the government.
Its responsibilities include creating opportunities for rapid economic development in the mineral sector,
providing the public with prospecting information about economically valuable mineral prospects, and
regulating all activities in the mineral sector. It also provides technical assistance and advice in mining,
mineral processing, and marketing of mineral resources. GGMC enforces the conditions of a variety of
7 Laws of Guyana, Mining Act, Chapter 65:01
18
mining licenses, permits, and concessions and collects revenues under the Mining Act and its implementing
regulations. GGMC reports to the Minister of Mines, currently Prime Minister Samuel Hinds. GGMC is selffinanced and pays the salaries of its employees, including mines officers, out of taxes collected on mined
minerals.
GGMC processes all applications for mineral properties in Guyana. Miners must apply first for prospecting
licenses and then for mining licenses. GGMC also determines which areas of the country are open to mining
exploration.
There are currently six mining districts: Berbice, Potaro, Mazaruni, Cuyuni, the Northwest District, and
Rupununi.
GGMC divides mining operations into three categories based on scale:
1) Small scale for areas of up to 1,500 by 800 feet for a land claim or up to one mile of a navigable river for a
river claim;
2) Medium scale, for areas between 150 and 1,200 acres;
3) Large scale. The only large-scale gold mine in Guyana, Omai, ceased operations in the third quarter of
2005 although more large-scale mines are expected in the future. Small-scale mining claims make up the
overwhelming majority of mining claims in Guyana; there is no limit on how many small scale claims one
permit-holder may acquire.
Medium scale claims are reserved for Guyanese miners and the number of active medium scale miners may
be a small fraction of the number of total mines.
The Cuyuni Project is considered a medium scale operation and meets the requirements as it is through a
joint venture with a Guyanese corporation.
Sec. IIA (28)
Primary Focus: The Cuyuni Project
The Cuyuni Project is located approximately 170 km west of Georgetown, the capital of Guyana and 130 km
from Bartica, a settlement at the junction of the Essequibo and Cuyuni rivers that forms the rallying point for
work in the northwestern interior of Guyana.
The property consists of approximately 1,162 acres within the following coordinates:
Point 1: Longitude 59 degree 3644W
Latitude 6 degree 5136N

The Company has a 95% interest in the Cuyuni Project (with the other 5% being held by a private Guyanese
corporation) subject to a 5% royalty payable to and determined at the discretion of the Guyana Geology and
Mines Commission (the GGMC).
19
Mining Summary
The Cuyuni Project is a 1,162-acre alluvial gold mining project. Gold Bar believes this project has the
potential to create jobs for hundreds of Guyanese with minimal negative impact both environmentally and
socially. The mining project will begin with the first of forty planned crews beginning production in May. The
project will be broken into three phases.
The first phase begins with the first crew equipped with an excavator and two dredges and then will be
expanded to accommodate thirty-nine additional excavators and seventy-eight additional dredges. Costs
associated with the first excavator and two dredges are $200K, which is projected to generate an average of
over $1.2 million in operating cash flow annually. A combination of the free cash flow and outside financing
will enable the Company to place thirty-nine additional dredges at an estimated cost of $10 million.
Phase 2 will include the addition of 19 additional teams each consisting of 8 workers, 1 excavator and 2
dredges. The beginning of Phase 2 will consist of heavy infrastructure work including building the camp
located in the core of the property and 4 main access roads moving outward from the core of the property to
the perimeter in all four directions, North, South, West and East. Phase 2 demonstrates further increasing
rates of return based on financial models and illustrates the property operating at 50% capacity and
increasing monthly output from 60 ounces and revenues of $100,000 per month to 1,200 ounces and
$1,920,000.
Phase 3 will include the addition of 20 more teams, increasing monthly output from 1,200 ounces and
revenues of $1,920,000 per month to 2,400 ounces and $3,840,000 and ultimately increasing monthly output
to 3,000 ounces and $4,800,000.
All the dredging sites will be conducted within the Companys concessions delimited in The Cuyuni Project
and will be relatively short distances from one another. Though the Company intends to focus considerable
amounts of capital into this project, it will also be consulting for other clients who are looking for mining
opportunities in the region. A policy of growth through accretive acquisitions will also be considered and may
further enhance the Companys growth and income prospects.
20
The Resource (The Cuyuni Project)

Over the past six months, Gold Bar has completed a program of surface sampling to investigate the regional
geology of The Cuyuni Project. This has shown a continuous deposit of gravels at varying depths ranging
between 3 and 20 feet below the surface. A combined reserve-resource of 130,680,000 cubic feet of gold
bearing sands and gravels delimited from the greater concession area contains an estimated 240,000
ounces of fine gold.
The following sections: Cuyuni Project Mining Concessions,, Sampling Program, Sampling Results and
Test Pit Location Map have been taken from the Competent Persons Report/Mining Feasibility Study done
on the Cuyuni Project. A full copy of the report is available for inspection at the BSX.
Cuyuni Project Mining Concessions
GGMC File Number
H-24/MP/000
Property Type
Mining Permit
Status
Active
Below is an excerpt of the Mineral Occurrence & Property Status Map, Sheet 17NE, published by the
Guyana Geology & Mines Commission in April 2012. A copy of the entire map is included as supporting
documentation and available for inspection at the BSX. The yellow shading indicates a presence of gold as
per the Guyana Geology & Mines Commission. The Location of the Cuyuni Project deposit is shown relative
to the concession boundaries on Figure 3.1 section H-24/MP/000.
21
Sampling Program
Sampling at The Cuyuni Project commenced in November 2011. Each pit was cut approximately 15 feet by
20 feet. A total of 40 pits were cut and an Excavator was used to dig down to the gravel, which contains the
gold deposits. Of the 40 pits sampled, gravel was reached anywhere between 3 and 12.5 feet below the
surface.
Test Pit Location Map*
*The red dots represent approximate locations within the property of the test pits.
From November 21, 2011 through April 15, 2012 a total of 40 test pits were cut, each approximately 1,000
feet apart.
Sampling Results
The sampling campaign at Cuyuni Project was successful, returning 75 ounces of gold from approximately
40,000 cubic feet of gravel, giving an average of 533.33 cubic feet of gravel per ounce of mined gold.
Estimated Probable Reserves of Gold:
Gold Bar estimates that there are 240,000 Ounces of dredgeable gold within the first 20 feet of the surface.
Gold Bar bases this estimate on the following criteria:
-History of mining on the site
-Prospecting and sampling on the site
-Consultation with Experts
Estimated Dredgeable Reserves:
History of Mining on the site
In 2007, a crew of 12 workers was able to extract 1,548 ounces of gold from The Cuyuni Projects land,
averaging 32.25 ounces per week. This required no drilling and focused entirely on surface mining, no
22
deeper than 20 feet. The crew used two excavators and four dredges to run a successful alluvial mining
operation on the gold rich property. While the property provided consistent cash flow, the price of Gold was
only hovering between $600 and $800 per ounce and there was not much incentive to continue operations at
that point in time. While the property was mined lightly in 2008, the project was abandoned completely by the
end of Q1 2008 and has since been dormant.
A total of 774,000 cubic feet of gravel were processed which yielded a total of 1,548 ounces of gold.
This resulted in an average of 1 ounce of gold per 500 cubic feet of gravel.
Prospecting and Sampling on the site
During the past 6 months the Company prospected and sampled the site. A total of 40 test pits were dug and
the gravel was extracted and put through the same alluvial procedures described on page 25 with the
exception of the centrifuge.
A total of 40,000 cubic feet of gravel were processed which yielded a total of 75 ounces of gold.
This resulted in an average of 1 ounce of gold per 533 cubic feet of gravel.
Processing Estimate
Gold Bar estimates that the dredge will have a minimum of 8 years operating life at an average mining rate
of 7,500 cubic feet of gravel per week (375,000 cubic feet of gravel per year) per crew. Operating at a full
capacity of 40 crews, total production would be 300,000 cubic feet of gravel per week and 15,000,000 cubic
feet of gravel per year. Peak production levels will not be reached until Phase 3 at which time production will
stabilize at 18,000,000 cubic feet of gravel per year. The dredgeable estimated reserve comprising 125.4
million cubic feet of gravel will sustain the mine for 8 years, which is more than the investment payback
period of 2 operating years.
Mining Development.
Gold Bar has selected an alluvial mining approach which uses excavators to extract gold rich gravel below
the surface and high pressure hoses, dredges, and sluice boxes to filter and extract the gold from that
gravel. This approach was selected given the companys objectives, budget, and experience.
Gold Bar has already identified and purchased the mining equipment, which will be used by the first crew. All
necessary modifications to equipment have already been made, and the equipment has already been
transported to the property, to begin Phase 1 of the Mining Plan in June 2012.
The excavating volume density will range from 15,000 50,000 cubic feet per hole.
PROJECT LOCATION
Geographical
The Cuyuni Project is located on Gold Bars concessions in the Cuyuni-Mazaruni region of Guyana. The
Cuyuni-Mazaruni (Region 7) is a region of Esequiban Guyana, bordering the regions of Barima-Waini,
Essequibo Islands-West Demerara and Pomeroon-Supenaam to the north, the region of Upper DemeraraBerbice to the east, the region of Potaro-Siparuni and Brazil to the south and Venezuela to the west.
The capital of The Cuyuni-Mazaruni region is Bartica, with other major towns including Issano, Isseneru,
Kartuni, Peters Mine, Arimu Mine, Kamarang, Keweigek, Imbaimadai, Tumereng and Kamikusa.
The Cuyuni-Mazaruni region covers an area of approximately 47,000 square kilometers.
Access & Infrastructure
The Cuyuni Project property can be accessed from Georgetown by boat (400 km) and by road (385 km). The
travel time is approximately 12 to 16 hours in the dry season, which extends from August to May. River
23
crossings are encountered on the Essequibo River at Bartica. Heavy equipment and cargo is transported by
ocean going vessels and barges on the Essiquibo River to the Cuyuni River up to the camp. There it is
loaded on to trucks and transported 5 km on the by road to the site. Transport on the road takes roughly 4 to
5 hours in the dry season.
The nearest commercial center to the project site is Bartica.
Nearly 50% of the entire 2 square miles of concessions held by Gold Bar are accessible by roads.
The project is located deep in the rain forest where there is no electric service. As such, the company will be
reliant on gas-powered generators for generating power.
GEOLOGY
Regional Geology:
(8)
The Guiana Shield (Shield) is the northern Amazon Craton, which was part of the West African Craton until
the Atlantic Ocean opened about 115 Ma ago. The Amazon Craton was divided into provinces based on age
determinations, structural trends, proportion of lithologies and geophysical trends. The Proterozoic
greenstone areas of Guiana are in the Pastora-Amapa Province (2.2 Ga to 1.95 Ga) and consists of
metavolcanic and metasedimentary rocks. Tropical weathering has transformed the upper 100 m of the
Shield into a saprolite, highly variable in thickness but which can be mined at a relatively low cost. (9)
8 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011

24
Local Geology
The Barama, Cuyuni and Mazaruni are the greenstone belts in Guyana. The Cuyuni Project is in the Cuyuni
greenstone belt, which consists of, basalts, overlain by andesite rhyolites, overlain by shales and
graywackes. Ultramafic and carbonate rocks occur locally. Most rocks were deformed by the TransAmazonian Orogeny (2.0 Ga). Brittle faults trending north-northwest or north-northeast were intruded by
mafic dikes and north-northeast faults displaced mineralized zones. There are a number of gold mines and
gold occurrences in Guyana, Venezuela, Surinam and French Guiana. (10)
EXPLORATION
The Cuyuni Project is ready to be mined and we will proceed with alluvial mining processes on the property
in June of 2012. We will also put forward a drilling program to determine the additional reserves below the
gravel we are currently focusing on.
Location of Target Area: The Cuyuni Project
The Cuyuni Project Target Area can be located on Terra Surveys Topographic Map 17NE (scale 1:50,000)
printed by the Guyana Geology & Mines Commission. The property is located at the confluence of the
Cuyuni River and Aranka River with geographical coordinates of 59.3719 West Longitude and 6.4958
North Latitude.
This sector is situated between the hills to the northwest and the Cuyuni River to the south. Within this area,
most the population primarily consists of miners. There are dirt and gravel roads to the east, which continues
on to Bartica and the Esqueebo River.
Mining Permit
Presently Gold Bar is in possession of Permit # HD/MP/000
PODSM #: 284/2011
Granted November 14th, 2011; Renewable November 13, 2012.
Guyana Geology and Mines Commission
Area Location: Aranka, Cuyuni, Mining District 4
25
Sec. IIA (29)

Exploration to Date in The Cuyuni Project (Dredging Target Area)
The majority of Gold Bars capital, time and study of the Cuyuni Project has been conducted through its
consulting subsidiary Smart Treadwear LLC. On April 19, 2012, Gold Bar acquired 100% of Smart
Treadwear LLC in exchange for 2,000,000 shares of its common stock. Smart Treadwear was originally
founded in April 2003 in Kingston, Massachusetts and is engaged in the research and development of
product and technology patents with an emphasis on enhancing the safety and efficiency of vehicle systems.
While Smart Treadwear will be consolidated into Gold Bar, as a wholly owned subsidiary, for accounting
purposes, it will still act as an independent brand to pursue contracts, which promote the safety and
efficiency of vehicle systems in Guyana, primarily through applications to heavy equipment, all terrain
vehicles, and boats.
Smart Treadwear began prospecting for gold in Guyana in October 2011, and for the past 6 months, the
company has traveled to and from the project four separate times. During this time, a feasibility report was
prepared including the results of over 40 sample pits, which were dug to determine the consistency of the
gravel throughout the property. Within these concessions, surface sampling, stream sediment sampling,
channel sampling, and pitting have all been performed.
GENERAL CONSIDERATIONS
The alluvial gold is bright golden-yellow, fine-medium and coarse grained (< 5 mm. diameter), and mainly
comprises thin, flat discs and irregular plates. Coarse irregular-shaped nuggets are sometimes intergrown
with quartz. Gold grain surfaces are fine - to coarsely-pitted and sometimes striated.
GOLD RESERVE ESTIMATES FOR THE CUYUNI PROJECT TARGET AREA
The estimates of gold reserves in The Cuyuni Project are based on a sampling and pitting program
performed in 2011 and 2012. The ore reserves have been calculated for gold content only.
Drilling Program
The Company has not yet undertaken a modern N.I. 43-101 resource estimate for The Cuyuni Project as the
mining approach selected is alluvial (i.e. surface) mining no deeper than 20 feet. Systematic evaluation of all
exploration targets is fundamental to the Company's recommended work programs and upon completion of
these programs a fully compliant resource estimate is projected to be completed with a proper perspective of
its size potential.
Various (non N.I. 43-101 compliant) "resource" estimates were completed in 2007, 2011, and 2012. In 2007,
these estimates were reviewed by Progressive Mining, a consulting alluvial mining specialist to Gold Bar who
calculated an updated estimate based on their review of available information.
The Company notes that the estimates completed prior to 2011 are historical compilations and the specific
details and the methodology employed are not fully known. While the compilations were undertaken by
competent professionals, a Qualified Person (by definition of N.I 43-101 Standards) has not conducted
sufficient work to classify the historical estimates as current mineral resources as defined by N.I. 43-101.
A total of 40 Pits were dug up in the area, all of which reached gold bearing gravel.
Gold Reserve Estimation

In calculating the geological and mining ore reserves it has been decided that where applicable, pitting
results will have preference over drill hole results. The pitting results are calculated from a bigger sample
volume than the drill hole and actually sample the layer of minerals we are going to be mining, results
therefore have a higher level of confidence.
26
MINING OPERATIONS AND GOLD RECOVERY

Selection Criteria
Once the regional geology had been completed, Gold Bar requested Progressive Mining of Guyana, a
reputable alluvial mining consultancy company in business since 1995, to visit the concessions to advise on
the optimum method of excavation to mine the deposits economically.
With a given budget of $10M it was decided that deep drilling was not an option at this point in time. Open pit
mining was the next option, however it involved the use of a significant amount of mercury, and much larger
pits.
The major areas of the deposits consist of gold located in a 3-foot layer of gravel lying between 3 and 20 feet
below the surface of the alluvial flats in heavy jungle of the Cuyuni Region.
In consideration of the above criteria, it was decided that the preferred choice of mining method was to utilize
an alluvial mining process, which can be replicated throughout the property. Open Pit Mining could also be
considered but would have environmental problems as much more mercury would be used and weekly
consistency would be restricted.
Excavating & Dredging Operating Sequence
Each of the 40 planned crews will have the following equipment:
1) 1 Excavator
2) 4 Diesel Engines (Complete with fuel pump, starter, radiator etc.)*
3) 2 Flex Hose*
4) 2 Pump Hose (3-4 Fire Hoses)*
5) 2 Sluice Boxes
6) 1 Centrifuge
7) 1/3 4X4 ATV
8) 6 Workers
9) 1 General Manager
10) 1 Excavator Operator
11) 1 Engineer
*NOTE: All of these items together make up two Dredges
On a weekly basis, each of the 40 planned crews will perform the following Alluvial Mining Process:
Days 1 & 2 Debrushing Process
The crew will spend the first two days clearing the land for their pit. They will utilize the Excavator to remove
tress, and other brush from the surface of the land. This process is locally called Debrushing. During the
Debrushing process, all workers are in the area with the excavator and help to remove any hard to get
materials, which the excavator is unable to reach.
Days 3 & 4 Dredging Process
After the Debrushing process has been completed, the Excavator is then utilized to remove the topsoil, and
the rest of the earth below the surface until it reaches the layer of gravel, which is no deeper than 20 feet.
Next, the excavator removes the gravel and piles it into 10-foot high piles so that the Dredging process can
begin.
The crew then starts one of the diesel engines, which is fitted with high-pressure hoses with similar diameter
and pressure to those of a fire hose.
The crew sprays the high-pressure hoses directly at the piles of gravel in order to begin breaking the piles
down into a silty mix of water, gravel, and fine sand.
27
The silty mix is then diverted into a channel, which then opens up and flows into a pre-dug pond where it
collects.
Other members of the crew then start the other diesel engine which is fitted with hoses and a pump which
pumps water from the pond up into the sluice box where it travels 25, beginning at an elevation of 10 and
ending at an elevation of 2.
During the course of passing through the sluice box, the gold is separated from the other sand and silty
material and is collected in mats which line the base of the sluice box.
The finer sand, which passes out of the sluice box, will then flow into a centrifuge, which will catch the finest
particles of gold, which are unable to be caught by the sluice box. The sluice box will also work as a natural
filter, to filter out materials, which are too large to be processed by the centrifuge.
Day 5 Wash Down Process
After the crew has completed the Dredging process for all of the gravel in the pit it begins the Wash Down
Process. The wash down is the process by which, after 2 days of passing gravel and water through the
sluice box, the mats and the box itself is then scrubbed and washed to retrieve all gold that was separated in
the box.
During the Wash Down Process, the crew passes water through the sluice box while meticulously gathering
all the gold into one section. Mercury is aided in this process by adding it in the middle of the washing
process. The gold then binds to the mercury, making it easier for the General Manager to see. The same
process is repeated for the centrifuge.
After fully washing down the sluice box and the centrifuge, the General Manager then takes all the material
and then separates as much of the mercury from the gold at the field location. After separating as much, the
gold with the mercury still attaches to it is then taken to a burning location, where the mercury is then burned
off. After the burning off of the mercury the gold is then weighed and then stored prior to being transported
back to Georgetown to be sold. After this process is complete, the crew begins the Clean Up Process.
Day 6 Clean Up Process
The remaining waste material after the preliminary treatment process consists of sand and a stony gravel of
pebble and cobbles.
In order to facilitate the eventual rehabilitation of the dredged area, the pit is filled first with the brush debris
and then the sand is spread by the movement of the Excavator along with the underlying stone and gravel.
Each crew will be responsible for the complete processing of one pit per week. The planned size of each pit
is approximately 50 x 50 or 2,500 square feet. Water will be supplied to the dredges either naturally via a
canal or by pumping from a nearby source. Where possible water will be recycled for use once gravels and
sand solids have been settled out in tailings ponds.
28
Excavator Specifics
Model
Engine
Operating Weight
Bucket Capacities, SAE
Engine Rated Power
Max.Digging Depth
Max.Digging Height
Overall Length
Overall Width
Overall Height
Travel Speed
Bucket Digging Force
R320LC-7
Cummins C8.3-C
32,200 kg (71,000 lb)
1.44m? (1.88yd?)
235(173Kw) / 1750 rpm
7,210mm (23'8")
10,310mm (33'10")
10,980mm (36'0")
3,280mm (10'9")
3,380mm (11'1")
3.2Km/5.4hr(2.0/3.4mph)
18,100Kgxf / 39,900lbxf
29
Boom/Stick
A. SHIPPING LENGTH OF UNIT
C. SHIPPING HEIGHT OF UNIT
I. MAX CUTTING HEIGHT
J. MAX LOADING HEIGHT
K. MAX REACH ALONG GROUND
L. MAX VERTICAL WALL DIGGING DEPTH
M. MAX DIGGING DEPTH
36.8
11.9
33.5
23.1
32.2
19.6
20.9
FEET
FEET
FEET
FEET
FEET
FEET
FEET
11,230MM
3,640 MM
10,220 MM
7,050MM
10,110MM
5,980MM
6,370MM
Dimensions
B. WIDTH TO OUTSIDE OF TRACKS
D. LENGTH OF TRACK ON GROUND
E. GROUND CLEARANCE
G. HEIGHT TO TOP OF CAB
H. TAIL SWING RADIUS
O. COUNTERWEIGHT CLEARANCE
10.8 FEET
13.2 FEET
1.6 FEET
10.1 FEET
10.9 FEET
3.9 FEET
3,280MM
4,030MM
500MM
3,090MM
3,330MM
1,200MM
Undercarriage
F. TRACK GAGUE
N. SHOE SIZE
8.8 FEET
23.6 INCHES
2,680MM
600MM
30
Power
Electric power will be provided by on site gas powered generators.
Each dredge set-up is powered by 2 separate diesel engines.
On Site Treatment Plant for Gold Recovery
The initial on site treatment plant will be designed to recover gold from the gold bearing, gravel and sand
concentrate produced by the dredge. The sluice box set up is simple and uses specific gravity techniques to
separate the gold from the gravel and sands mix. Mercury amalgamation will be used.
Plant equipment includes, vibrating screens, riffle sluices, hydrosizers, vibrating tables and Gemini tables to
recover the gold. Water supply for the plant will be pumped from nearby river and power will be supplied
from the gas powered generators.
Mine Offices, Stores and Workshops
These facilities will all be erected in a single secure compound together with the gold treatment plant. A
separate office and storage compound is envisaged for the exploration section.
Mine offices will be equipped with modern communications for contacts with the Georgetown office and the
production personnel on site.
A large warehouse and storage yard will be installed to keep spares and stock in secure and dry conditions
as required. The installation of a simple modern computerised integrated stock control system will be
considered to accommodate future expansion.
Workshops will be equipped to handle routine maintenance tasks both mechanical and electrical for the
dredges and treatment plant. It will also handle simple servicing for transport vehicles and earthmoving
machinery.
Mine Accommodation
The mine will be operated to some extent using personnel from other parts of Guyana in addition to localbased labor. For these people it is intended to operate a bachelor status bunkhouse system whereby each
employee works three weeks at site with one week off. It is intended that each non-local employee will have
a separate, dedicated room. The bunkhouse will have communal canteen, ablution facilities and relaxation
area. Senior staff will have separate club style accommodations.
Security
Gold Bar intends to contract out the security duties associated with the mine. The Company will employ its
own security officer to liaise and monitor the performance of the contractor. The security people will be
accommodated separately from mine employees.
Security guards will be placed on the sluice boxes at all times to watch key areas for possible theft.
Transport of concentrates from the sluice boxes to treatment plant will be escorted by security.
The mine compound will have a single entrance where everyone will be challenged for identification on entry.
The treatment plant inside the mine compound will also have a separate single entrance for entry where
people may be searched on exit by security. Security guards will man both entrances day and night.
The Gold will be shipped to Georgetown on a weekly basis, where it will be sold to the Guyana Gold Board.
Upon sale, the proceeds from sale shall be deposited in the companys main operating account. The
transporter will be under armed guard and will travel by boat from Aranka, Cuyuni. This will depend on
further security advice at the time.
Marketing
It is intended that all gold production will be sold directly to the Guyana Gold Board (GGB), which will be
subject to a 5% royalty payable to the Guyana Geology and Mines Commission (GGMC).
31
ENVIRONMENTAL CONSIDERATIONS
The local climate in the Cuyuni Region of Guyana is tropical and generally hot and humid, though moderated
by northeast trade winds along the coast. There are two rainy seasons, the first from May to mid-August, and
the second from mid-November to mid-January. The Majority of the Cuyuni Project is virgin forest. The
environment in Guyana is monitored by the Environmental Research and Development Department.
The role of the Environmental Research and Development Department (ERDD) is the coordination,
promotion and overseeing the implementation of efficient mineral processing and environmentally sound
mining techniques across the entire spectrum of the mineral industry.
The functions of the ERDD are shared among the following three units: Environmental Unit, Mineral
Processing Unit and Administrative unit.
The functions of the Environmental Research and Development Department are:
-To generate and develop environmental regulations, procedures, standards, and guidelines to promote
sound environmental management in all phases of the mineral industry;
-To develop and review environmental monitoring programs, management plans, emergency response and
contingency plans and mine site rehabilitation programs;
-To collect, compile and acquire relevant environmental data. To analyze such data and draw inferences and
conclusions with respect to state of the art environmental management techniques.
-To develop a non-confidential database with the mechanism for sharing this database with the
Environmental Protection Agency;
-To propose environmental strategies to facilitate the execution of national mineral development policies;
-To make industry and the public knowledgeable about environmental concerns and matters affecting the
mining industry To encourage public participation by public debates and discussions of environmental
questions of regional, national and international significance and to keep environmental awareness on the
front burner of the mining industry with respect to planning policies
and both long and short term strategies;
-To collect, compile and acquire relevant mineral processing data. To analyze such data and draw
inferences and conclusions with respect to state of the art mineral processing techniques;
-To conduct Mineral Processing research in areas aimed at improving the efficiency and environmental
management of the industry and to keep the public and industry informed of the results. (11)
Phases 1, 2, & 3 will be conducted in accordance with all current regulations developed by ERDD and EPA.
An Environmental Impact Plan will be put together in the event the company proceeds with a deep drilling
operation, subject to review of a NI-43-101 Report and results of drilling.
Fortunately the company is not pursuing an open pit mining operation, which greatly increases exposure of
the environment to toxic chemicals, therefore simplifying the needed environmental precautions.
The Company will outline and adhere to strict procedures regarding the disposal of Mercury used during
weekly wash down procedures.
32
SOCIOLOGICAL CONSIDERATIONS
The Cuyuni Project is not currently inhabited by people. Gold Bar will provide relocation assistance in the
event it takes control of any properties in the future, which are inhabited by people.
While the actual population in the areas surrounding The Cuyuni Project consists primarily of other mining
camps, Gold Bar will also be setting up new camps for potential future clients. These clients will need
assistance setting up and developing their properties.
Gold Bar encourages the responsible development of underdeveloped communities within this impoverished
area. The Company desires to give something back to the community in ways greater than just employment
and benefits. Responsible development, in its eyes, gives to the whole community and improves the lives of
the people in the local area. Assistance for schools, infrastructure, transportation, planting, agricultural
techniques, potable water and sanitation are programs that it will assist.
Gold Bar will set aside money for placing computers in classrooms, assisting with potable water programs,
agricultural aid, disaster relief, and infrastructure, as well as assisting communities with land titles, jobs
communal events and cultural expositions.
Gold Bar would like to plan an annual budget of $500,000 to assist with responsible development. Its job in
this area is just to provide the tools. The communities are eager to supply the effort.
CAPITAL EXPENDITURE ESTIMATES The Cuyuni Project.
The capital expenditure estimates for the project are summarized below. While the Company will ultimately
be purchasing enough equipment for 40 crews, only the first 20 will be paid out of the $10M budgeted. Each
of the 40 camps will contain the following equipment:
Capital Expenditure Estimates Summary
Item
GYD$
USD$
1 Excavator*
10,184,973
$50,000
2 Dredges
9,166,475
$45,000
2 Sluice Boxes
1,018,497
$5,000
1 Centrifuge
10,184,973
$50,000
10 Mats
1,018,497
$5,000
1 ATV*
1,018,497
$5,000
1 Transportation from Georgetown to Cuyuni
1,018,497
$5,000
1 Miscellaneous supplies & fluids
2,036,994
$10,000
Total Capital Expenditures per Crew
35,647,405
$175,000
Total Crews covered by budget
19
677,300,703
19
$3,325,000
*NOTE: Actual Purchase Price of Excavator is $180K. Gold Bar has already negotiated with a local dealer to
put $50k down and pay $15k per month for 18 months. As such, only the down payment is factored into the
Capital Expenditure calculatoin.
**NOTE: One ATV will be shared by 3 crews. Each ATV will cost $15K, as such, $5k is allocted to each
crew.
33
MONTHLY OPERATING COST ESTIMATES (per crew)
Sec.IIA (37)
The operating cost estimates are based on present costs and prices in Guyana.
Operating Cost Estimates Summary (Assuming production of 60 ounces of Gold per crew)
Cost
GYD$
USD$
GGMC Royalty (5% of sales)
977,757
$4,800
Fuel
3,462,891
$17,000
Oil
611,098
$3,000
Excavator Payment***
3,055,492
$15,000
Equipment Maintenance
712,948
$3,500
Transportation
611,098
$3,000
Security
509,249
$2,500
Excavator Operator
509,249
$2,500
Engineer
244,439
$1,200
Cook
203,699
$1,000
6 Pit Workers ($11USD per worker per ounce)
806,649
$3,960
General Manager
213,884
$1,050
Assistant General Manager
183,330
$900
Assistant
142,589
$700
Miscellaneous Contingency
305,549
$1,500
Total Monthly Operating Costs per Crew

Total Crews covered by budget
12,549,923
19
$61,610
19
Total Monthly Operating Costs

Reserve (in months)
238,448,550
3
$1,170,590
3
Operating Cost Contingency
6418,930,521
$3,511,770
Sec.IIA (50)
SUMMARY
Capital Expenditures
677,300,703
$3,325,000
Operating Cost Contingency
7,153,45,651
$3,511,770
Site Development & Infrastructure
203,699,459
$1,000,000
Corporate Overhead
152,774,594
$750,000
Operating Cash
287,874,187
$1,413,230
2,036,994,596
$10,000,000
TOTAL
***NOTE: This payment is only for 18 months.
34
Sec. IIA (37)

FINANCIAL ANALYSIS
Total Capital Expenditure: $10,000,000
Annual Variable Production Costs: YR 1: $1.8M, YR 2: $21.8M, YR 3: $28.7M, YRs 4-8: $23.7M
Annual Fixed Costs: Depreciation YR 1: $56K, YR 2: $675K, YRs 3-8: $900K Concession Fees YR 1:
$40K, YRs 2-8: $400K, Corporate Overhead YR 1: $348K, YR 2: $3.6M, YRs 3-8: $5.8M Estimated
Annual Interest Expense: YR 1: $150K, YR 2: $1.2M, YR 3: $1M, YRs 4-8: 0
Assumptions for Cash Flow Estimates
An operating cost contingency has been estimated at $3,511,770 and is equivalent to 3 months of full
production expenses for the additional 19 crews added in Phase II.
Cost and price assumptions were based on information provided by Gold Bar staff from local buyers,
suppliers (written and verbal) quotations and from estimates supplied by Progressive Mining.
Base Case
Financial Analysis has been based on the following figures:
Gold production of 1,800 ounces in year one, 22,200 in year two, and 36,000 in years three to
eight.
Aggregate production of 4,120,200 cubic feet in year one, 15,696,000 in years two, and
20,010,221 from years 3 to 8.
Overburden: Gold pay gravel ratio: 1 Ounce of Gold per 500 cubic feet of gravel.
Gold price of $1,600.
Gold recovery rate of 95%
Yearly operational cash costs of $1.8 million in year one, $21.8 million in year two, $28.7 million
in year three and $23.6 million in years four through eight.
A royalty of 5% of gold production to the Guyana Geology and Mines Commission (GGMC).
Investment for equipment is amortized in a straight line over 8 years.
Income tax of 35%.
Total gross revenues during 8 year mine life at $384,000,000.
Total Cash Flow over eight years:
a) Gross: $384,000,000.
b) Net of Original Investment Outlay: $374,000,000
17.2
Financial year-end of 12/ 31.

Comments on Income and Cash Flow
The Cuyuni Project is projected to generate revenues of $2.8 million the first year. Revenues are calculate
using gold at $1,600 USD an ounce par with current market prices. Total cash costs for the first year are
estimated at $2.2 million. A projected net income of $407,453 including an estimated $150,000 of interest
expense and $56,000 in depreciation in the first year
In the second year, revenues are projected to increase 1,200% to $35.5 million due primarily to greater
dredging and employee efficiencies. Cash costs are expected to rise 1,000% to $25.4 million reflecting
higher fuel and maintenance costs as production increases. Net income in the second year is projected to
grow 1,600% to $6.1 million including an estimated $1,200,000 of interest expense and $675,000 in
depreciation in the second year.
In the third year revenues are assumed increase 130% to $57.6 million. This reflects the normal production
rate of the dredge as all realistic efficiencies have been realized. Efficiencies such as better dredge
management, better fill rates, and increased ore processing significantly add to the Companys revenues
35
without adding many additional costs. Increases of this nature will not increase maintenance schedules, fuel
consumptions, or wages. Cash costs are expected to be $34.5 million, a minimal increase over the previous
year. A net income of $14.4 million is anticipated in the third year which is a 153% increase over the prior
year.
Operations in years four through eight are estimated to follow a similar schedule to that of year three,
however total cash costs will decrease approximately $5,000,000 as all equipment will be paid off by the end
of year 3.
The projected income & cash flow statement attached in Annex 3 shows a base case estimated projected
IRR of 4% in year 1 and $60% in year 2 and 140% in year 3 assuming 10 million dollars is invested into the
project. The payback period is estimated at 2.5 years.
This is expected to be the initial stage of an eventual multi-dredge project with subsequent dredges being of
much greater capacity. All units are expected to operate for no more than eight years in The Cuyuni Project
area, but will still be in good operating condition and could be transferred elsewhere if necessary. Thus,
subsequent cash flows on additional projects, as dredges are phased in, will improve the overall rate of
return for the project to something that is above what has been estimated here.
36
Sec. IIA (14)

DIVIDEND POLICY
Gold Bar has never declared or paid any cash dividends on its Common Shares. Gold Bar currently
anticipates that a distribution of profits will be made after making full provision for working capital
requirement. It is currently anticipated that as Gold Bars earnings and cash-flow permits, and after
consideration of Gold Bar other reasonable uses of the funds at its disposal, up to 10% (ten percent) of Gold
Bars earnings will be distributed as dividends when it is determined to be feasible. It is expected that the first
dividend to Shareholders will be declared and payable in 2013 (if applicable).
Sec. IIA (47),(48)
DIRECTOR COMPENSATION
In addition to executive Directors employment agreements and non-executive Directors fees of $750 per
year, Gold Bar will reimburse all executive Directors for their out-of-pocket expenses in performing their
duties, including travel to attend board meetings.
PRINCIPAL SHAREHOLDERS
The following table sets forth ownership of Gold Bars Common Shares on September 6, 2012:
Each person known by Gold Bar to be the beneficial owner of more than 5% (five percent) of Gold
Bars Common Shares, each of whom Gold Bar believes to be an affiliate of Gold Bar;
Each of Gold Bars Directors; and
All Minorities
As of September 6, 2012 Gold Bar had, 102,001,000 (One Hundred and Two Million One Thousand) issued
and 102,001,000 (One Hundred and Two Million One Thousand) authorized shares.
SHAREHOLDERS ANALYSIS
Sec. IIA (44)
Details of the holders of Common Shares in the equity of Gold Bar are shown in column 1 below along with
their respective current number of Common Shares and the percentage of Gold Bar that it represents in
columns 2 and 3.
Name of Shareholder
Number of Shares held
Percentage of
Issued Shares
Gold Bar Directors

Saratu Phillips
Bryan Bardes
Sub Total
26,000,500
26,000,500
100,001,000
25.49%
25.49%
50.98%
Primary Capital Ltd.
48,000,000
47.06%
Smart Treadwear LLC
2,000,000
1.96%
Total
102,001,000
100.00%
37
Sec. IIA (45)

rd
Primary Capital Ltd. is located at New Venture House, 3 Mill Creek Road, 3 Floor, Pembroke, Bermuda
HM05.
Sec. IIA (20),(20.1),(20.2)
DESCRIPTION OF COMMON SHARES
Gold Bar currently has an authorised share capital of $10,200.10 (Ten thousand two hundred and ten cents)
which comprises of 102,001,000 (One hundred and two million one thousand) common shares of par value
US$0.0001 (one one hundredth of a cent) which are fully issued and fully paid at a subscription price of
US$1.47 (one and forty seven cents) with a paid up share capital of US$149,580,492 (One hundred forty
nine million five hundred and eighty thousand four hundred ninety two United States Dollars). Of the
102,001,000 shares issued, 100,000,000 were issued in exchange for mineral rights, 2,000,000 were
exchanged for 100% of Smart Treadwear, and 1,000 shares were issued for $5,750 in cash.
Common Shares
Holders of Common Shares are entitled to one vote per share in General Meeting on any matter that can be
voted upon by the Shareholders. The holders of Common Shares have no pre-emptive or other rights to
subscribe for additional Common Shares. All outstanding Common Shares are and will be validly issued,
fully paid and non-assessable. The holders of Common Shares are entitled to such dividends as may be
declared by the Board out of funds legally available therefore. Upon liquidation, dissolution or winding up of
Gold Bar, the assets legally available for distribution to Shareholders are distributable ratably among the
holders of the Common Shares at that time outstanding, subject to prior distribution rights of creditors of
Gold Bar.
Share Options
No options exist for Gold Bar shares at the current time.
Registration Rights
No Shareholders will have any rights to register the Common Shares under the United States Securities Act
of 1933, as amended, or the laws of any other country.
Listing
Gold Bar has applied for the listing of its Common Shares on the Bermuda Stock Exchange (BSX) as a
Bermuda Exempt Company. There is, however, no assurance that the Proposed Listing will be achieved.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to the Proposed Listing, there has been no market for the Common Shares of Gold Bar. Future sales
of Common Shares in the public market could adversely affect market prices prevailing from time to time.
FINANCIAL MATTERS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS,
AND PLAN OF OPERATIONS
Except for historical information, the discussion in this Form contains forward-looking statements that involve
risks and uncertainties. These statements may refer to the Companys future plans, objectives, expectations
and intentions. These statements may be identified by the use of words such as: expect, anticipate, believe,
intend, plan and similar expressions. The Companys actual results could differ materially from those
anticipated in such forward-looking statements.
38
Operations and Investment Security

The Company is a gold mining exploration company that is currently attempting to derive revenue from
mining activities in Guyana, South America.
The Company and its Officers and Directors have spent the valuable time exploring and evaluating mining
opportunities and developing key relationships in Guyana, South America. Gold Bar believes it can achieve
its goals due to the profitable mining properties already in operation in Guyana.
Period from inception of Gold Bar to Present
The Company has accomplished the following during the period from inception on April 18, 2012 to the date
of this filing: Successfully explored, discovered, obtained 95% rights to a potential gold deposit and
advanced the project to exploitation phase.
The next twelve months
The Company plans to advance its business model by developing its principal asset and acquiring new
assets. The Companys business model is based on proven models utilized by the most successful mining
companies in the world.
The Company intends to close financing for the first mining operation of $10 million. Gold Bars strategy is to
begin mining a small portion of the property with the funds raised, using one excavator and two dredges and
then a total of 19 additional crews in Q4 2012 and 20 additional crews in Q1 2013. General costs have been
anticipated but in order to plan operations effectively more time will be required.
The principal objective for the next twelve months is to begin the initial excavation and dredging and begin to
generate revenues. The second objective is to increase the amount of dredges and excavators on our initial
mining site to 40 crews. The third objective is to expand our operations to West Africa.
Overhead and Operating Expenses
Currently Gold Bar has overhead of roughly $5,000 per month without conducting extensive field operations.
Gold Bar does not expect its present levels of administration expense (about $30,000 per quarter), nor its
research and development activities (which cost about $10,000 per quarter) to increase significantly. Further
increases in costs will be determined by increasing exploration and development activities when financing is
available.
Liquidity and Capital Resources
The Company remains in the exploration stage and, since inception, has experienced no significant change
in liquidity. The company is attempting to raise a total of Ten Million US Dollars in order to continue its
operations and achieve its goals in terms of growth and sustainability.
Results of Operations
To date, the Company has experienced no significant revenues from activities other than share sales.
Certain Relationships and Related Transactions
Transactions between the Company and its officers, directors, employees and affiliates will be on terms no
less favourable to the Company than can be obtained from unaffiliated parties. Any such transactions will be
subject to the approval of a majority of the disinterested members of the Board of Directors.
Legal Actions
There are no current legal actions against Gold Bar or its subsidiaries and to the knowledge of the Directors
there are none pending.
39
Executive Compensation
Saratu Phillips, Chairman and CEO
Mr. Phillips will execute a three-year employment agreement. Mr. Phillips is to receive $150,000 per year in
salary. Mr. Phillips has not drawn a salary in an effort to help the Company to continue and grow.
Bryan J. Bardes, CFO and Vice President of Investments
Mr. Bardes will execute a three-year employment agreement. Mr. Bardes is to receive $150,000 per year in
salary. Mr. Bardes has not drawn a salary in an effort to help the Company to continue and grow.
Indebtedness of Directors and Senior Officers and Promoters
No director, senior officer, promoter or other member of management or their respective associates or
affiliates has been indebted to our Company at any time during the period.
Experts
Progressive Mining (Progressive) is principally engaged in consultancy, design, supplying and construction
of alluvial dredges and mining camps in Guyana.
Progressive works together with the other associated companies in Guyana to provide a single source of
management expertise and construction services to the mining, construction energy and other major
industries, both locally and overseas.
One of Progressives specialties is in supplying and constructing mining plants and dredges especially in
remote areas. The companys motivated workforce is very committed in developing and underdeveloped
countries. Progressive provides its services worldwide wherever the job requires and however remote the
location.
40
AUDITED FINANCIAL STATEMENTS

PREPARED BY GREGORY SCOTT INTERNATIONAL
Sec. IIA (5),(31),(32),(33),(34)
Gregory Scott International is a public accounting firm, which provides audit, tax, and advisory services.
Gregory Scott International has 25 years of combined experience with management experience including a
formed audit partner from the largest public accounting firm in the world and a Chief Financial Officer of a
private equity firm.
41

(An Exploration Stage Enterprise)
Consolidated Financial Statements
As of April 20, 2012, and for the Period From
April 21, 2011 to April 20, 2012
And
Report of Independent Public Accounting Firm

(An Exploration Stage Enterprise)
Index to Consolidated Financial Statements
April 20, 2012
Report of Independent Public Accounting Firm
Consolidated Balance Sheet as of April 20, 2012
Consolidated Statement of Comprehensive Income for the

Period from April 21, 2011 to April 20, 2012
Consolidated Statement of Changes in Shareholders Equity for the

Period from April 21, 2011 to April 20, 2012
Consolidated Statement of Cash Flows for the Period from

April 21, 2011 to April 20, 2012
Notes to Consolidated Financial Statements for the Period from

April 21, 2011 to April 20, 2012
6-16
Consolidated Financial Statements:
875 N Michigan Ave Suite 3100

Chicago, IL 60610 USA
www.gregoryscottinternational.com
312.752.5426
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of

Report on the Consolidated Financial Statements
We have audited the consolidated financial statements of Gold Bar Development & Consulting
Ltd. (an exploration stage enterprise) and subsidiary, which comprise the consolidated balance
sheet as at April 20, 2012, and the related consolidated statements of comprehensive income,
changes in shareholders equity, and cash flows for the period from April 21, 2011 through April
20, 2012, and a summary of significant accounting policies and other explanatory notes.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation of consolidated financial statements that give a
true and fair view in accordance with International Financial Reporting Standards (IFRS) and
for such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud
or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on
our audit. We conducted our audit in accordance with International Standards on Auditing.
Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys preparation of
consolidated financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the consolidated financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of
the financial position of Gold Bar Development & Consulting Ltd. and subsidiary as at April 20,
2012, and of their financial performance and cash flows for the period from April 21, 2011 to
April 20, 2012 in accordance with IFRS.
Page | 1
875 N Michigan Ave Suite 3100

Chicago, IL 60610 USA
www.gregoryscottinternational.com
312.752.5426
The accompanying consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 of the accompanying
consolidated financial statements, the Company is dependent on generating revenue, obtaining
outside sources of financing, and collecting on its note receivable to provide funds for the
continuation of its operations. These factors raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Chicago, Illinois USA

April 22, 2012
Page | 2
Gold Bar Development & Consulting Ltd. (An Exploration Stage Enterprise)
Consolidated Balance Sheet
April 20, 2012
Assets
Note
Non-current assets
Intangible asset - mineral rights
Intangible asset - intellectual property
Property and equipment
Total non-current assets
8
3
3
Current assets
Note receivable
Interest receivable
Cash and cash equivalents
Consulting fees receivable
Deferred offering costs
Total current assets
10
10
3
9
3
April 20, 2012
1,777,562
16,767
5,732
53,333
12,500
1,865,894
149,971,847
147,759,643
1,820,849
149,580,492
144,455
40,000
206,900
391,355
Total liabilities
391,355
Total shareholders' equity and liabilities
149,971,847
Total assets
147,728,042
51,844
326,067
148,105,953
Shareholders' Equity and Liabilities

Shareholders' equity
Common stock, no par value, 102,001,000 shares authorized,
102,001,000 shares issued and outstanding at April 20, 2012
Additional paid in capital
Retained earnings
Total shareholders' equity
Current liabilities
Accounts payable
Accrued payroll
Note payable - related party
Total current liabilities
12
12
3
3
11
Page | 3
The accompanying notes are in integral part of the financial statements.
Statement of Comprehensive Income
For the Period from April 21, 2011 to April 20, 2012
Note
Revenue
Consulting fee income
Gain on sale of patent
Total revenue
Operating expenses
Compensation expense
Professional fees
General and administrative expenses
Total expenses
9
10
13
9
Income before income taxes

Income tax expense
Total comprehensive income
Income per common share- basic and diluted
Weighted average common shares outstanding - basic and diluted
(40,000)
(6,000)
(15,813)
(61,813)
1,769,082
$
$
35,000
16,767
51,767
1,820,849
-
$
3
53,333
1,777,562
1,830,895
Net income
Other comprehensive income
$
$
Income from operations

Other income
Gain on sale of financial instrument
Interest income
Total other income
April 20, 2012
1,820,849
-
1,820,849
0.0179
102,001,000
Page | 4
Statement of Changes in Shareholders Equity
Note
Balance at April 21, 2011
Issuance of common stock in exchange for:
Cash
Net income
2,000,000
12
12
1,000
100,000,000
-
Balance at April 20, 2012
Additional
Paid-in
Capital
Common Stock
Shares
Amount
102,001,000
25,851
5,750
147,728,042
$ 147,759,643
Retained
Earnings
Total
$
25,851
5,750
147,728,042
1,820,849
1,820,849
1,820,849
$ 149,580,492
Page | 5
Statement of Cash Flows
Note
Cash flow from operating activities
Net income
Adjustments to reconcile net income to cash provided by
operating activities:
Gain on sale of financial instrument
Increase in consulting fees receivable
Increase in interest receivable
Increase in accrued payroll
Increase in accounts payable
Cash used in operating activities
April 20, 2012
12
1,820,849
13
10
9
10
3
3
(35,000)
(1,777,562)
(53,333)
(16,767)
40,000
21,850
37
(6,604)
(6,000)
(12,604)
5,750
5,750
(6,817)
Cash flow from investing activities

Acquisition of property and equipment
Capitalized patent development costs
Cash used in investing activities
3
3
Cash flow from financing activities

Issuance of common stock for cash
Cash provided by financing activities
12
Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
12,549
3
5,732
Interest paid
Taxes paid
Non-cash investing activities:

Purchase of property and equipment with a note payable
11
206,900
Purchase of equipment on credit - accounts payable
122,605
Note receivable issued in exchange for patent, net of $22,438 of imputed interest)
10
1,777,562
8
12
$ 147,728,042
Non-cash financing activities:

Issuance of common stock for intangible asset - mineral rights
Issuance of common stock for acquisition of Smart Treadwear LLC
25,851
Page | 6
1. Nature of Operations
Gold Bar Development & Consulting Ltd. (An Exploration Stage Enterprise) (Gold Bar) was incorporated on
April 18, 2012, under the laws of the Government of Bermuda, and is a mineral exploration company primarily
focused on the exploration and development of gold deposits in the Guiana Shield of South America. Gold Bar
currently owns the mineral rights on 1,162 acres of land in Aranka, Cuyuni, South America (See Note 8).
On April 19, 2012, Gold Bar acquired 100% of Smart Treadwear LLC (Smart Treadwear) in exchange for
2,000,000 shares of its common stock. Smart Treadwear was established on April 21, 2011 in Kingston,
Massachusetts, and is engaged in the research and development of product and technology patents with an
emphasis on enhancing the safety and efficiency of vehicle systems. See Note 3, Basis of Presentation, for a
description of the accounting treatment applied to this transaction.
Gold Bar and Smart Treadwear are collectively referred to as the Company throughout these footnotes.
Gold Bars is classified as an exploration stage enterprise, since its planned principle mining operations have not
yet commenced. Accordingly, the Company has prepared its consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) that apply to developing enterprises. As an exploration
stage enterprise, the Company is required to disclose any deficit accumulated during the exploration stage, and the
cumulative statements of comprehensive income and cash flows from commencement of the exploration stage to
the current balance sheet date. The Company expects to further prepare the site for its extraction and enter the
development stage during the second quarter of 2012.
2. Going Concern
The preparation of consolidated financial statements in accordance with IFRS contemplates that operations will be
sustained for a reasonable period. The Company is in the exploration stage of its mining operations and in the
research and development stage of its patent development business. Therefore, the Company is dependent on
generating revenue and outside sources of financing for continuation of its businesses. These conditions raise
substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.
The company plans to improve its financial condition through raising capital through financing transactions,
collecting funds due on its note receivable, and ultimately generating revenue. However, there is no assurance that
the company will be successful in accomplishing this objective. Management believes that this plan provides an
opportunity for the Company to continue as a going concern. We cannot give any assurances regarding the
success of managements plans. Our consolidated financial statements do not include adjustments relating to the
recoverability of recorded assets or liabilities that might be necessary should we be unable to continue as a going
concern.
3. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out
below.
Basis of Preparation - The consolidated financial statements are prepared in US$ using the historical cost
convention, and are presented in in accordance with IFRS.
The preparation of consolidated financial statements in conformity with IFRS requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated
financial statements and reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Management believes that the estimates are reasonable.
Basis of Presentation - Gold Bar and Smart Treadwear are controlled by the same shareholder group, and,
therefore, Gold Bars acquisition of Smart Treadwear is considered to be a combination of entities under common
control for accounting purposes, as opposed to an acquisition. IFRS requires such transactions to be reflected in
the consolidated financial statements at book value as opposed to fair value, and as if they were combined as of
the beginning of the period, regardless of the actual date of the transaction. As a result, the consolidated financial
statements reflect Smart Treadwears operations from April 21, 2011 and thereafter, on a combined basis with
Page | 7
Gold Bar.
Future Accounting Policy Changes The following accounting policies have been issued, but are not required to
be adopted as of April 20, 2012.

In November 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace IAS
39 Financial Instruments: Recognition and Measurement. IFRS 9 retains but simplifies the mixed measurement
model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The
basis of classification depends on an entitys business model and the contractual cash flow of the financial asset.
Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a
party to the contractual provisions of the instrument. IFRS 9 amends some of the requirements of IFRS
7 Financial Instruments: Disclosures including added disclosures about investments in equity instruments
measured at fair value in OCI, and guidance on financial liabilities and de-recognition of financial instruments. In
December 2011, the IASB issued an amendment that adjusted the mandatory effective date of IFRS 9 from
January 1, 2013 to January 1, 2031. We are currently assessing the impact of adopting IFRS 9 on our consolidated
financial statements, including the impact of early adoption.
In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements to replace IAS 27 Consolidated and
Separate Consolidated Financial Statements and SIC 12 Consolidation - Special Purpose Entities. The new
consolidation standard changes the definition of control so that the same criteria apply to all entities, both
operating and special purpose entities, to determine control. The revised definition focuses on the need to have
both power and variable returns before control is present. IFRS 10 must be applied starting January 1, 2013 with
early adoption permitted. We are currently assessing the impact of adopting IFRS 10 on our consolidated financial
statements.
In May 2011, the IASB issued IFRS 11 Joint Arrangements to replace IAS 31, Interests in Joint Ventures. The
new standard defines two types of arrangements: Joint Operations and Joint Ventures. Focus is on the rights and
obligations of the parties involved to reflect the joint arrangement, thereby requiring parties to recognize the
individual assets and liabilities to which they have rights or for which they are responsible, even if the joint
arrangement operates in a separate legal entity. IFRS 11 must be applied starting January 1, 2013 with early
adoption permitted. We are currently assessing the impact of adopting IFRS 11 on consolidated financial
statements.
In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities to create a comprehensive
disclosure standard to address the requirements for subsidiaries, joint arrangements and associates including the
reporting entitys involvement with other entities. It also includes the requirements for unconsolidated structured
entities (i.e. special purpose entities). IFRS 12 must be applied starting January 1, 2013 with early adoption
permitted. We are currently assessing the impact of adopting IFRS 12 on our consolidated financial statements.
In May 2011, the IASB issued IFRS 13 Fair Value Measurement as a single source of guidance for all fair value
measurements required by IFRS to reduce the complexity and improve consistency across its application.
The standard provides a definition of fair value and guidance on how to measure fair value as well as a
requirement for enhanced disclosures. Enhanced disclosures about fair value are required to enable financial
statement users to understand how the fair values were derived. IFRS 13 must be applied starting January 1, 2031
with early adoption permitted. We are currently assessing the impact of adopting IFRS 13 on our consolidated
financial statements.
In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine. IFRIC 20
provides guidance on the accounting for the costs of stripping activity in the production phase of surface mining
when two benefits accrue to the entity from the stripping activity: useable ore that can be used to produce
inventory and improved access to further quantities of material that will be mined in future periods.
IFRIC 20 must be applied starting January 1, 2013 with early adoption permitted. We are currently assessing the
impact of adopting IFRIC 20 on our consolidated financial statements.
Basis of Consolidation - Subsidiaries are all entities over which the Company has the power to govern the
financial and operating policies generally accompanying a shareholding of more than one half of the voting rights.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Company controls another entity. The Company also assesses existence of control
where it does not have more than 50% of the voting power but is able to govern the financial and operating
policies by virtue of de-facto control. De-facto control may arise in circumstances where the size of the
Companys voting rights relative to the size and dispersion of holdings of other shareholders give the Company
Page | 8
the power to govern the financial and operating policies. Inter-company transactions, balances, income and
expenses on transactions between companies within the consolidated group are eliminated. Profits and losses
resulting from inter-company transactions are also eliminated. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Company.
Segment Reporting - Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the steering committee that
makes strategic decisions. As of April 20, 2012, the Company operated in the two segments described in Note 1,
mining and patent development.
Foreign Currency - Functional and Presentation Currency - The functional currency represents the currency of
the primary economic environment in which the entity operates. Management has determined the functional
currency to be the $US, as sales prices and major costs of operating expenses are primarily influenced by
fluctuations in the $US.
Foreign currency transactions occurring in a denomination other than the functional currency are translated into
the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where
items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the statement of comprehensive income, except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of
comprehensive income within finance income or cost. All other foreign exchange gains and losses are presented
in the income statement within other gains (losses), net.
For situations where a currency other than the functional currency is used for financial statement presentation
purposes, assets and liabilities are translated at the closing rate at the date of the balance sheet; income and
expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions); and all resulting exchange differences are recognized in
other comprehensive income. The Companys functional and presentation currencies are the $US, and therefore
no foreign currency translation adjustment is necessary. Beginning in future periods that may include the sale of
gold from mining operations to the government of Guyana, the functional currency for Gold Bar will be the
Guyanese dollar. When that occurs, the functional currency for Gold bar will become a currency other than the
presentation currency, and therefore a currency translation adjustment will become necessary to convert the
functional currency to the presentation currency for financial reporting purposes.
Purchased Intangible Assets - Purchased intangible assets are recorded at cost, where cost is the amount of cash
or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its
acquisition. The cost of such an intangible asset is measured at fair value unless the exchange transaction lacks
commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable.
If the fair value of either the asset received or the asset given up can be measured reliably, then the fair value of
the asset given up is used to measure cost unless the fair value of the asset received is more clearly evident (See
Note 8).
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their
estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each
reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible
assets which have indefinite lives are not amortized, and are stated at cost less accumulated impairment losses.
Intangible Asset - Mineral Rights - The Company capitalizes acquisition and annual renewal costs associated
with mineral rights as intangible assets. The amount capitalized represents fair value at the time the mineral rights
are acquired. Upon commencement of commercial production, the mineral rights will be amortized using the unitof-production method over their expected useful life of 8 years.
Intangible Asset - Intellectual Property - The Company expenses all research costs associated with the internal
development of intangible assets while certain development costs, such as patent listing fees and legal costs, are
capitalized.
Impairment of Non-Financial Assets - Assets that have an indefinite useful life are not subject to amortization Page | 9
and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognized for the amount by which the assets carrying amount exceeds its recoverable
amount. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows.
Property and Equipment - Property and equipment is stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in
the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company, and the cost of the item can be measured
reliably.
Notes Receivable Notes receivable are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market, and are carried at amortized cost using the effective interest method.
They are included in current assets, except for maturities greater than 12 months after the end of the reporting
period. These are classified as non-current assets.
Cash and Cash Equivalents - In the consolidated statement of cash flows, cash and cash equivalents includes
cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities
of three months or less, and bank overdrafts. In the consolidated balance sheet, any bank overdrafts are shown
within borrowings in current liabilities.
Consulting Fees Receivable - Consulting fees receivable represent normal trade obligations from customers that
are subject to normal trade collection terms, without discounts or rebates. If collection is expected in one year or
less they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are
recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. Notwithstanding these collections, we periodically evaluate the
collectability of our accounts receivable and consider the need to establish an allowance for doubtful debts based
upon our historical collection experience and specifically identifiable information about our customers.
Deferred Offering Costs - Deferred offering costs represent professional fees associated with the preparation for
a public listing and subsequent offering of securities, and will be charged against offering proceeds in the
statement of shareholders equity upon a successful financing transaction. Abandoned offering costs will be
charged to expense in the period the abandonment occurs.
Accounts Payable - Accounts payable are obligations to pay for equipment, goods, or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they
are presented as non-current liabilities.
Consulting Fee Income - The Company recognizes consulting fee income in the accounting period in which the
services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of
the actual service provided as a proportion of the total services to be provided. Expenses necessary to generate
revenue are expensed in the period incurred.
Gain on Sale of Patents - The Company recognizes gain or loss on the sale of its internally developed patents as
the difference between the consideration receivable and the basis of the asset sold. When the consideration is in
the form of a non-interest bearing note receivable, the Company first imputes an interest component of the
payment due, and then recognizes the gain on sale as the difference between gross payments receivable and the
amount imputed as interest. The imputed interest component is then recognized as income using the effective
interest method over the payment term.
Gain on Sale of Financial Instruments - Realized gain or loss on financial instruments represents the
difference between the transaction price, or the carrying amount of a financial instrument at the beginning of the
period, and its sale/settlement price.
Interest Income - Interest income is recognised using the effective interest method. When a loan and receivable
is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash
flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as
interest income. Interest income on impaired loans and receivables is recognised using the original effective
Page | 10
interest rate.
Depreciation Depreciation on property and equipment is calculated using the straight-line method to allocate
their cost to their residual values over their estimated useful lives ranging from 3 to 10 years. The assets residual
values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An assets
carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its
estimated recoverable amount, which is the higher of an assets value in use and the fair value less cost to sell.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognized within the statement of comprehensive income. The Companys property and equipment has not been
placed in service as of April 20, 2012, and therefore no depreciation expense has been recorded.
Income Taxes - The Company is subject to income taxes for the jurisdictions in which it conducts operations to
the extent the entity is taxable. Gold Bar is a taxable entity subject to the income tax regulations applicable to
companies domiciled in Bermuda. Smart Treadwear is a limited liability company for which tax benefits and
obligations associated with its operations flow through to its owners during the period of effective ownership.
Although Gold Bar and Smart Treadwear are presented on a consolidated basis since April 21, 2011, the
accompanying consolidated financial statements do not reflect any income tax effect from Smart Treadwears
operations because the acquisition of Smart Treadwear occurred on April 19, 2012, one day prior to the end of the
fiscal year-end utilized by the Company for financial reporting purposes. As a result, any tax impact for a single
day of owning Smart Treadwear is not material.
Guyana Mining Tax - The Company is obligated to sell the majority of its gold findings to the Guyana Gold
Board at rates statutorily established rates, and records revenue associated with such gold sales net of this implied
mining tax.
Guyana Corporate Income Taxes: Branch Profits - The after tax profits of a branch of a non-resident company is
deemed distributable whether distributed or not, and will be subject to withholding tax at 20% or at treaty rates.
Companies are exempted from this tax if profits have been reinvested to the satisfaction of the Commissioner
General of Guyana or any part thereof in Guyana. The Company plans to reinvest all such profits in its mining
operations and therefore has no withholding tax obligation.
Guyana Corporate Income Taxes: Commercial Companies - A commercial company represents an entity that
derives at least 75% of profits from products it does not manufacture. For such entities, the tax liability is based
upon 45% of chargeable profits or 2% of turnover, whichever is higher. Any payment in excess of 45% of profit is
carried forward as a credit to be used to reduce the tax whenever it is higher than 2% of turnover. Gold Bar will
not have chargeable profits until it collects revenues earned, and therefore has no Guyanese income tax obligation
at April 20, 2012.
Income Taxes: General - The tax expense for the period comprises current and deferred tax. Tax is recognized in
the statement of comprehensive income, except to the extent that it relates to items recognized in other
comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income
or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted
or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax
is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance
sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred
income tax liability is settled.
A deferred tax asset is recognized for any unused tax losses, tax credits, and deductible temporary differences, to
the extent it is probable that the future that taxable profits will be available against which they can be utilized.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilized. Deferred tax assets are reviewed at each
Page | 11
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realized. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
where there is an intention to settle the balances on a net basis.
Other Comprehensive Income - Other comprehensive income represents the change in equity of an enterprise
during a period from transactions from non-owner sources. The Company has no accounts or transactions that
give rise to other comprehensive income.
Income Per Common Share - Basic income per common share is calculated by dividing the net income (loss)
available to the common shareholders by the weighted average number of common shares outstanding during that
period. Diluted earnings (loss) per share is calculated by based on the treasury stock method, by dividing income
available to common shareholders, adjusted for the effects of dilutive convertible securities, by the weighted
average number of common shares outstanding during the period and all additional common shares that would
have been outstanding had all potential dilutive common share been issued. This method computes the number of
additional shares by assuming all dilutive options are exercised. That the total number of shares is then reduced by
the number of common shares assumed to be repurchased from the total of issuance proceeds, using the average
market price of the Companys common shares for the period. There were no dilutive securities during the period
presented in the accompanying consolidated financial statements.
Fair Value of Financial Instruments - The carrying value of the Companys financial instruments, including
cash and cash equivalents, consulting fees receivable, note receivable, accounts payable and accrued liabilities,
and notes payable, approximate fair value due to the relatively short maturity of the respective instruments.
Concentration of Risk - As of April 20, 2012, the Companys consulting fees receivable and income balances
represents the amount due for services provided to a single customer from which the Gold Bar generated 100% of
its consulting fee income for the year.
4. Critical Accounting Estimates and Judgments
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. The Company
makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year include:
Intangible Assets and Property & Equipment - Significant estimates and assumptions are required to determine
the expected useful lives for depreciating the Companys fixed assets, and for amortizing any intangible assets
with finite useful lives. Estimates are also necessary in assessing whether there is an impairment of their value
requiring a write-down of their carrying amount. In order to ensure that its assets are carried at no more than their
recoverable amount, the Company evaluates at each reporting date certain indicators that would result, if
applicable, in the calculation of an impairment test. The recoverable amount of an asset or group of assets may
require the Company to use estimates and mainly to assess the future cash flows expected to arise from the asset
or group of assets and a suitable discount rate in order to calculate present value. Any negative change in relation
to the operating performance or the expected future cash flows of individual assets or group of assets will change
the expected recoverable amount of these assets or group of assets and therefore may require a write-down of their
carrying amount.
Trade Receivables - Allowance for Doubtful Accounts - The Companys allowance for doubtful accounts is
estimated based on historical experience, receivable aging, current economic trends and specific identification of
certain receivables that are at risk of not being paid. In light of the recent volatility in the global economies, the
Companys estimates and judgments with respect to the collectability of its receivables have become subject to
greater uncertainty than in more stable periods
Contingent Liabilities - The Company is required to make judgments about contingent liabilities including the
probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events
that are inherently uncertain. In making its determination of possible scenarios, management considers the
evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law.
Income Taxes - Provision and Valuation - Significant judgement is involved in determining the Companys
Page | 12
provision for income taxes, including any valuation allowance on deferred income tax assets. There are certain
transactions and computations for which the ultimate tax determination is uncertain during the normal course of
business. The Company recognizes liabilities for expected tax issues based upon estimates of whether additional
taxes will be due. Where the final outcome of these matters is different from the amounts that were initially
recognized, such difference will impact the income tax and deferred tax positions in the year in which such
determination is made
5. Financial Risk Management Objectives and Policies
The Company has a system of controls in place to create an acceptable balance between the cost of risks occurring
and the cost of managing the risk. Management continually monitors the Company's risk management process to
ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company
reviews and agrees policies and procedures for the management of these risks.
The Company is exposed to financial risks arising from its operations and the use of financial instruments. The
key financial risks include market risk, credit risk, and liquidity risk. The following section provides details
regarding the Company's exposure to these risks and the objectives, policies and processes for the management of
these risks.
Market Risk - Market risk is the risk that changes in market prices, such as the price of gold and foreign exchange
rates, interest rates and equity prices, will affect the Company's income or the value of its holdings of financial
instruments. Management believes the Company is not exposed to interest rate or equity price risk at April 20,
2012. The Company is exposed to currency risk on transactions that are denominated in a currency other than the
functional currency of the Company, the US$. The only transaction occurring in a denomination other than the
US$ is the note payable described in Note 11, which requires the payment of principal and interest in Guyanese
dollars. There is no formal hedging policy with respect to the Company's foreign exchange exposure. Exposure to
foreign currency risk is monitored on an ongoing basis and the Company endeavours to keep the net exposure at
an acceptable level.
Credit Risk - Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. Credit risk arising from the inability of a customer to meet the terms of the
Company's financial instrument contracts is generally limited to the amounts, if any, by which the customer's
obligations exceed the obligations of the Company. The Company's exposure to credit risk arises primarily from
its trade receivables and note receivable. For other financial assets comprising cash and cash equivalents, the
Company minimises credit risk by dealing with high credit rating counterparties. It is the Company's policy to sell
to customers who have been assessed for their credit worthiness to reduce credit risk.
Trade and note receivables that are neither past due nor impaired are with creditworthy debtors with good
payment record with the Company. Cash and cash equivalents that are neither past due nor impaired are placed
with or entered into with reputable banks and financial institutions with high credit ratings and no history of
default. At the reporting date, the Company's maximum exposure to credit risk is represented by the carrying
amount of cash and cash equivalents and trade and note receivables reflected in the accompanying consolidated
balance sheet. No other financial assets carry a significant exposure to credit risk. The Company is exposed to a
concentration of credit risk in its trade receivable balance but does not expect any losses from non-performance by
the counterparty.
Liquidity Risk - Liquidity risk is the risk that the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches
of the maturities of financial assets and liabilities. The Company's liquidity risk management policy is to monitor
its net operating cash flows and maintain an adequate level of cash and cash equivalents through regular review of
its working capital requirements. The Company monitors and maintains a level of cash considered adequate by
management to finance the Company's operations and mitigate the effects of the fluctuations in cash flows. As of
April 20, 2012, the Companys financial assets and liabilities have maturity dates of no more than twelve months.
6. Capital Management
The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages
its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust
the capital structure, the Company may adjust the dividend payment to shareholders, return capital to
shareholders, or issue new shares. The Company has complied with all externally imposed capital requirements as
at April 20, 2012, and no changes were made to the Companys capital management objectives, policies or
processes during the year then ended.
7. Segments
Page | 13
The strategic steering committee is the groups chief operating decision-maker. Management has determined the
operating segments based on the information reviewed by the strategic steering committee for the purposes of
allocating resources and assessing performance.

The strategic steering committee assesses the performance of the operating segments based on a measure of net
income. This measurement basis excludes the effect of any of non-recurring expenditure from the operating
segments such as restructuring costs, legal expenses and goodwill impairments when the impairment is the result
of an isolated, non-recurring event. The measure also excludes the effects of unrealized gains or losses on
financial instruments. There are no allocations between segments or a corporate function as the segments were
managed by different ownership groups during the reporting year, however, all investing and financing vehicles
and their related interest components are reflect in the corporate function. The assets, liabilities, revenue, and net
income for each segment is reconciled to the accompanying consolidated financial statements as follows:
Gold
Bar
Non-current assets
Other
Total non-current assets
Current assets
Note receivable
Other
Total current assets
$ 147,728,042
323,609
$ 148,051,651
71,016
71,016
Current liabilities
Note payable
Other
Total liabilities
$ 1,777,562
$ 1,777,562
17,316
17,316
$ 148,122,667
71,618
$ 1,777,562
$ 149,971,847
139,855
139,855
44,600
44,600
1,777,562
$ 1,777,562
53,333
53,333
42,120
$ 1,761,962
Net income
Total
Revenue
Consulting fee income
Total revenue
Corporate
54,302
54,302
Total assets
Smart
Treadwear
206,900
206,900
$ 147,728,042
377,911
$ 148,105,953
1,777,562
88,332
1,865,894
206,900
184,455
391,355
53,333
1,777,562
1,830,895
16,767
1,820,849
8. Intangible Asset Mineral Rights

Gold Bar was capitalized by the contribution of mineral rights associated with the mining property described in
Note 1 in exchange for the issuance of 100,000,000 shares of its common stock. This transaction was recorded at
the fair value of the mineral rights.
We primarily used a static discounted cash flow model (being the net present value of expected future cash flows)
to determine the fair value of mineral rights. Expected future cash flows are based on estimates of projected future
revenues, expected conversions of resources to reserves, expected future production costs and capital expenditures
based on the life of mine plan as at the acquisition date. The significant assumptions included in this estimate
include:
Discount Rate
Future Price of Gold
Expected Life of Mine
Capital Expenditures
8.0%
$1,600 per ounce
8 years
$10,000,000
9. Consulting Fees Income and Receivable

On February 3, 2012, the Company was engaged to provide consulting services to an unrelated entity seeking
assistance with the sale of their services in Guyana. Gold Bar is contractually entitled to receive $80,000 for its
consultative services over the three month period ending May 3, 2012 pursuant to an agreement that is renewable
indefinitely upon the consent of both parties. During the period ended April 20, 2012, the Company recognized
$53,333 of revenue associated with this contract based on its percentage of completion.
Page | 14
This contract represents 100% of the Gold Bars accounts receivable and consulting fee income in the
accompanying consolidated financial statements.
All trade receivables of the Company arise solely from services rendered to trade customers. As of April 20,
2012, the Company has not recorded an allowance for doubtful accounts as management has determined that all
receivables are collectible.
10. Gain on Sale of Patent and Note Receivable
On January 23, 2012, the Company sold the rights to certain patents in exchange for a $1,800,000 note receivable
with no stated interest rate, due on April 23, 2012, and recognized a $1,777,562 gain on the transaction reflecting
the face value of the note less $22,438 of imputed interest at 5%. For the period from January 24, 2012 through
April 20, 2012, the Company recognized $16,767 of interest income on the note.
11. Note Payable Related Party
On April 18, 2012, the Company acquired mining equipment from a related party in exchange for a note payable
with an interest rate of 5% annually. All accrued interest and principal is due on February 2, 2013. The note is
denominated in a foreign currency, with a stated principal of 42,000,000 Guyanese dollars, and is reflected in the
accompanying consolidated balance sheet in $206,900, reflecting the stated principal in terms of the US$. The
Guyanese dollar to US$ exchange rate was .0049 and .0050 at April 18, 2012 and April 20, 2012, respectively. As
a result, any impact of changes in in foreign currency associated with this note payable is not reflected in these
financial statements due to immateriality.
12. Shareholders Equity
Common Stock - The Company is authorized to issue 102,001,000 of $0.0001par value shares of common stock.
During the period from April 21, 2011 to April 20, 2012, the Company issued 102,001,000 common shares of
which 100,000,000 were issued in exchange for mineral rights, 2,000,000 were exchanged for 100% of Smart
Treadwear, and 1,000 shares were issued for $5,750 in cash.
All shares of the Companys common stock have equal rights and privileges with respect to voting, liquidation
and dividend rights. Each share of common stock entitles the holder thereof to:
a. One non-cumulative vote for each share held of record on all matters submitted to a vote of the
stockholders;
b. To participate equally and to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available therefore; and
c. To participate pro rata in any distribution of assets available for distribution upon liquidation.
Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities.
Common shares are not subject to redemption and carry no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.
Retained Earnings Retained earnings represents the Companys accumulated net income at April 20, 2012.
The Company has not declared or paid any dividends or returned any capital to shareholders as of April 20, 2012.
13. Gain on Sale of Financial Instrument
During 2012, Smart Treadwear recognized a $35,000 gain from the disposition of an equity security, representing
the difference between its cost incurred in a previous year and the proceeds received on its sale during the period
ended April 20, 2012.
14. Events After the End of the Reporting Period
No events occurred subsequent to April 20, 2012 that would require adjustment to the accompanying consolidated
financial statements.
15. Approval of Consolidated Financial Statements
The accompanying consolidated financial statements were approved by the board of directors and authorized for
issue on April 22, 2012.
Page | 15
SUMMARY-PROVISIONS OF CONSTITUTION (2A Sections 7 & 19)

7(1) any power enabling a director to vote on a proposal, arrangement or contract in which he is materially
interested;
54.3 Following a declaration being made pursuant to this By-law, and unless disqualified by the chairman of
the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or
arrangement in which such Director is interested and may be counted in the quorum for such meeting.
7(2) any power enabling the directors to vote remuneration (including pension or other benefits) to
themselves or any members of their body and any other provision as to the remuneration of the directors;
53.1 The Officers shall receive such remuneration as the Board may determine.
54.1 Any Director, or any Directors firm, partner or any company with whom any Director is associated, may
act in any capacity for, be employed by or render services to the Company and such Director or such
Directors firm, partner or company shall be entitled to remuneration as if such Director were not a Director.
Nothing herein contained shall authorize a Director or Directors firm, partner or company to act as Auditor to
the Company.
7(3) borrowing powers exercisable by the directors and how such borrowing powers can be varied;
48.1 The Board may:
Appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and
may fix their remuneration and determine their duties;
Exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking,
property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and
other securities whether outright or as security for any debt, liability or obligation of the Company or
any third party;
Appoint one or more Directors to the office of managing director or chief executive officer of the
Company, who shall, subject to the control of the Board, supervise and administer all of the general
business and affairs of the Company;
Appoint a person to act as manager of the Companys day-to-day business and may entrust to and
confer upon such manager such powers and duties as it deems appropriate for the transaction or
conduct of such business;
By power of attorney, appoint any company, firm, person or body of persons, weather nominated
directly indirectly by the Board, to be an attorney of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and
for such period and subject to such conditions as it may think fit and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing with any such
attorney as the Board may think fit and may also authorize any such attorney to sub-delegate all or
any of the powers, authorities and discretions so vested in the attorney;
Procure that the Company pays all expenses incurred in promoting and incorporating the Company;
Delegate any of its powers (including the power to sub-delegate) to a committee of one or more
persons appointed by the Board which may consist partly or entirely of non-Directors, provided that
every such committee shall conform to such directions as the Bard shall impose o them and
provided further that the meetings and proceedings of any such committee shall be governed by the
provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the
same are applicable and are not superseded by directions imposed by the Board;
Delegate any of its powers (including the power to sub-delegate) to any person on such terms and in
such manner as the Board may see fit;
Present any petition and make any application in connection with the liquidation or reorganization of
the Company;
In connection with the issue of any share, pay such commission and brokerage as may be permitted
by law; and
Authorize any company, firm, person or body of persons to act on behalf of the Company for any
specific purpose and in connection therewith to execute any deed, agreement, document or
instrument on behalf of the Company.
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7(4) retirement or non-retirement of directors under an age limit;

The Companys Constitution does not currently make reference to retirement or non-retirement of directors
under an age limit.
7(5) directors qualification shares;
The Companys Constitution does not currently make reference to Directors qualification shares.
7(6) changes in capital;
16.1 The Company may if authorized by resolution of the Shareholders:
Increase its authorized share capital by such amount to be divided into shares of such par value as
the resolution of the Shareholders shall prescribe;
Divide its shares into several classes and attach thereto respectively any preferential, deferred,
qualified or special rights, privileges or conditions;
Consolidate and divide all or any of its share capital into shares of larger par value than its existing
shares;
Sub-divide its shares or any of them into shares of smaller par value than is fixed by its
Memorandum, so, however, that in the sub-division the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall b the same as it was in the case of the share
from which the reduced share is derived;
Make provision for the issue and allotment of shares which do not carry any voting rights;
Cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the amount of
the shares so cancelled;
Change the currency denomination of its share capital; and
Subject to the Companies Act, reduce its issued share capital, capital redemption reserve fund,
share premium or contributed surplus account in any manner.
7(7) any time limit after which entitlement to dividend lapses and an indication of the party whose favor the
lapse operates; and
15.1 The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the
Shares of a Shareholder or the Shares to which a person is entitled by virtue of the transmission on death or
bankruptcy etc. provided that During a period of seven (7) years no dividend in respect of such Shares has been claimed and all
share certificates for Shares issued under a capitalization issue have been returned to the Company
unclaimed provided that at least two (2) payments of dividends and/or capitalization issues have
taken place in relation to the shares in question during such seven (7) year period;
On expiry of the said period of seven (7) years the Company shall have published an advertisement
in an Appointed Newspaper and also in a newspaper circulating in the area in which the last known
address of the Shareholder or the address at which service of notice upon such Shareholder or other
person may be effected in accordance with these Bye-laws, giving notice of its intention to sell the
said Shares; and
During the said period of seven (7) years and the period of three (3) months following the publication
of the said advertisement the Company shall have received indication neither of the whereabouts
nor of the existence of such Shareholder or person.
15.2 To give effect to any such sale the Company may appoint any person to execute as transferor an
instrument of transfer of the said Shares and such instrument of transfer shall be as effective as if it had
been executed by the registered holder of or person entitled by transmission to such shares and the title of
the transferee shall not be affected by any irregularity. The net proceeds of sale shall belong to the
Page
Company which shall be obliged to account to the former Shareholder or other person previously entitled as
60
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aforesaid for an amount equal to such proceeds and shall enter the same of such former Shareholder or
other person in the books of the Company as a creditor for such amount. No trust shall be created in respect
of the debt, no interest shall be payable in respect of the same and the Company shall not be required to
account for any money earned on the net proceeds, which may be employed in the business of the
Company or invested in such investments as the Directors may from time to time think fit.
7(8) arrangements for transfer of the securities and (where permitted) any restrictions on the free
transferability;
13.1 Subject to the Companies Act, an instrument of transfer shall be in writing in the form set out in
Appendix II, or as near thereto as circumstances admit, or in such other form as the Board may accept.
13.2 Such instrument of transfer shall be signed by or on behalf of the transferor and where a share is not
fully paid the transferee. The transferor shall be deemed to remain the holder of such share until the same
has been registered as having been transferred to the transferee in the Register of Shareholders.
13.3 the joint holders of any share may transfer such share to one or more of such joint holders, and the
surviving holder or holders of any share previously held by them jointly with a deceased Shareholder may
transfer any such to the executors or administrators of such deceased Shareholder.
13.4 The Board may in its absolute discretion and without assigning any reason therefor refuse to register
the transfer of a share.
13.5 The Board may also refuse to register a transfer unless
The instrument of transfer is duly stamped ad lodged with Company accompanied by the certificate
in respect of the shares to which it relates and by such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer.
The instrument of transfer is in respect of only one class of share;
Where applicable consents, authorizations and permissions of any governmental body or agency in
Bermuda have been obtained.
13.6 If the Board refuses to register a transfer of any share the Secretary shall, within three (3) months after
the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of
the refusal.
13.7 No fee shall be charged by the Company for registering any transfer, probate, letters or administration,
certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument
relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any
share.
13.8 Notwithstanding anything contained in these By-laws, the Directors shall not decline to register any
transfer of shares, nor may the suspend registration thereof where such transfer is executed by any bank or
other person to whom such shares have been charged by way of security, or by any nominee or agent of
such bank or person, and whether the transfer is effected for the purpose of perfecting any mortgage or
charge of such shares or pursuant to the sale of such shares under such mortgage or charge, and a
certificate signed by any officer of such bank or by such person that such shares were so mortgaged or
charged and the transfer was so executed shall be conclusive evidence of such facts.
19(1) The voting rights of shareholders;
5.2 Subject to any resolution of the Shareholders to the contrary or as otherwise set out in these Bye-Laws,
the holders of the common shares shall:
Be entitled to one (1) vote per share;
Be entitled to such dividends as the Board may from time to time declare;
In the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for
the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the
surplus assets of the Company; and
Generally be entitled to enjoy all of the rights attaching to shares.
19(3) A summary of the consents necessary for the variation of such rights.
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61
5.1 Subject to any special rights conferred on the holders of any share or class of shares, any share in the
Company may be issued with or have attached thereto such preferred, qualified or other special rights or
such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may
be Resolution determine or, if there has not been any such determination or so far as the same shall not
make specific provision, as the Board may determine.
REGISTRATION OF SHARE TRANSFERS
Shares are freely transferable on the register of members of Gold Bar by any instrument of transfer
acceptable to the Company. Gold Bar Directors may refuse to transfer any shares where, in the Directors
opinion, the proposed transfer would result in any taxation, fiscal, legal, pecuniary or other material
disadvantage to the Company and its remaining shareholders in general or the Company believes that the
prospective investor does not meet the applicable qualified investor requirements.
ANNUAL GENERAL MEETING
The financial year end of Gold Bar is December 31st. Therefore, the Company will distribute its Annual
Report by the last business day of March, 2013. Its AGM will be held annually on the last business day of
April. The next AGM will be held on April 30th 2013.
SERVICE PROVIDERS
The Company currently has no material contractual obligations.
MATERIAL DOCUMENTS
Reg 5.9(1) & Sec. IIA (52.1),(52.3),(52.4),(52.5),(52.6)
There are documents and agreements referred to in this Memorandum that are or may be material to a
decision to invest in Gold Bar. Copies of these agreements and Gold Bars Memorandum of Association and
By-laws, are available for inspection at the offices of Gold Bar and the Listing Sponsor.
1:
2:
3:
4:
5:
6:
7:
8:
Competent Persons Report/Resource Estimate

Certificate of Incorporation Gold Bar Development & Consulting, Ltd.
Bylaws of Gold Bar Development & Consulting, Ltd.
Concessions (Including Map & Mining Permit)
Audited Financial Statements
Valuation
Director Contracts
Finance Agreement-Primary Capital Ltd.
Sec. IIA (10),(51)
On July 25, 2012 Gold Bar entered into a finance agreement with Primary Capital Ltd. whereby Primary
Capital agreed to fund the Company $16,000,000 over the course of twelve months in exchange for up to
50,000,000 common shares in the Company. On July 25, 2012, Primary Capital committed $1,600,000 in
exchange for 5,000,000 shares. This amounted to 32 cents per share, which was a 78.4% discount to the
market price of $1.48. On July 26, 2012, Primary Capital committed an additional $1,600,000 in exchange for
5,000,000 shares. This amounted to 32 cents per share, which was a 78.4% discount to the market price of
$1.48. On September 6, 2012, Primary Capital committed an additional $12,800,000 in exchange for
38,000,000 shares. This amounted to 34 cents per share, which was a 77% discount to the market price of
$1.48.
LISTING SPONSOR
Gold Bars sponsor for listing on the BSX is Capital G BSX Services Limited, whose address is 25 Reid
Street, Hamilton HM 11, Bermuda.
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62
STATEMENT OF NON-COMPLIANCE
Gold Bar is seeking a waiver of Section IIIA 5.5(3). Gold Bar was incorporated in 2012 and its only wholly
owned subsidiary was incorporated in 2011. As such, only an audit from inception of the wholly owned
subsidiary through April 20, 1012 can presently be provided.
Sec. IIA (9)
OTHER STOCK EXCHANGE
Gold Bar is currently seeking a secondary listing of its common shares on the Quotation Board of the
Frankfurt Stock Exchange. Gold Bar will maintain its primary listing on the Bermuda Stock Exchange and
ensure proper settlement arrangements are made between brokers at the Frankfurt Stock Exchange and the
Bermuda Stock Exchange.
Sec. IIA (15)
NET TANGIBLE ASSET BACKING
Tangible assets total $2,191,961 and the majority of this balance consists of a note receivable as well as
machinery and equipment. There is only one class of security consisting of common shares in Gold Bar.
Sec. IIA (24)
PARTICULARS OF INTANGIBLES
The mineral rights are of fundamental importance to the Companys business and the Company is
dependent on these mineral rights as they enable the Company to generate revenue and carry out its core
business objectives.
Sec. IIA (35),(36)
TREND OF BUSINESS
Since the date to which the latest audited accounts of Gold Bar were made up, Gold Bar has put its first
mining crew in operation. The crew consists of 8 miners, out General Manager, and our VP of operations.
Operations have been successful, while there was some down time attributable to the rebuilding of some of
the diesel engines used for the dredges, the Company recorded $283,360 in revenues from gold sales.
Sec. IIA (38),(39),(40),(49)
DECLARATION
As specified in the application letter, all the qualifications for listing set out in Chapter 4 of Section IIIA of the
Listing Regulations have, in so far as applicable and required to be met and fulfilled prior to application, been
met or fulfilled in relation to the issuer and the securities of the issuer the subject of the application. All
information required to be included in the prospectus pursuant to Regulation 5.9 (if applicable) and Appendix
2 will be included. In the Directors opinion, the working capital currently available combined with the funding
to be received from Primary Capital Ltd. per the Finance Agreement signed July 25, 2012 is sufficient for the
Company to execute its operations. There have been no materially adverse changes in the financial or
trading position of the Company since the end of the period reported in the last audited accounts. There is no
pending or threatened litigation considered by the Company to be of material importance. There is no
contract or arrangement subsisting at the date of the prospectus in which a director of the Company is
materially interested and which is significant in relation to the business of the Company. No other facts
bearing on the applicant's application for listing which, in the applicant's opinion, should be disclosed to the
Exchange.
SIGNATURE
____________________________________________________
FOR AND ON BEHALF OF GOLD BAR DEVELOPMENT & CONSULTING LTD.
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A copy of this Memorandum, which comprises listing particulars relating to Gold Bar Development &

Gold Bar Development & Consulting Ltd.

SHARE CAPITAL UPON ADMISSION

Common Shares par

Issued and fully paid

Gold Bar Development & Consulting Ltd.

Introduction to the Official List of the Bermuda Stock

Gold Bar Development & Consulting Ltd. BSX Prospectus

BOARD OF DIRECTORS & OFFICERS

DESCRIPTION OF COMMON SHARES

SHARES ELIGIBLE FOR FUTURE SALE

Audited accounts Gold Bar Development & Consulting Ltd.

REGISTRATION OF SHARE TRANSFERS

ANNUAL GENERAL MEETING

ANNEX 1: QUALIFIED INVESTOR DOCUMENTS

Gold Bar Development & Consulting Ltd. BSX Prospectus

Sec. IIA (4)

Primary Transfer Agent and Registrar

Secondary Transfer Agent and Registrar

International Legal Advisors

Investment Banking Consultants

Gold Bar Development & Consulting Ltd. BSX Prospectus

Market for the Common Shares

Chairman of the Board

CFO/Vice President of Investments

Vice President of Operations

Sec. IIA (27),(41),(42)

4 Guyana Office For Investment, Investment Guide, page 24

Economic Overview (6)

Standard Fiscal Regime For Extraction of Minerals

Latitude 6 degree 5136N

The Resource (The Cuyuni Project)

8 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011

10 Guyana Goldfields Inc. NI 43-101 Table - SRK September 2011

Sec. IIA (29)

Gold Reserve Estimation

MINING OPERATIONS AND GOLD RECOVERY

11 Guyana Office For Investment, Investment Guide

1 Transportation from Georgetown to Cuyuni

1 Miscellaneous supplies & fluids

Total Capital Expenditures per Crew

Total Crews covered by budget

MONTHLY OPERATING COST ESTIMATES (per crew)

GGMC Royalty (5% of sales)

6 Pit Workers ($11USD per worker per ounce)

Assistant General Manager

Total Monthly Operating Costs per Crew

Total Monthly Operating Costs

Operating Cost Contingency

Operating Cost Contingency

Site Development & Infrastructure

Sec. IIA (37)

Financial year-end of 12/ 31.

Sec. IIA (14)

Number of Shares held

Gold Bar Directors

Primary Capital Ltd.

Smart Treadwear LLC

Sec. IIA (45)

Operations and Investment Security

AUDITED FINANCIAL STATEMENTS

Gold Bar Development & Consulting Ltd.