Falco Pacific Resource Group Inc.
Qualifying Transaction and Financing
We acted as counsel to Falco Pacific Resource Group Inc. (“Falco”) in connection with the completion of its qualifying transaction consisting of the acquisition of 100% of QMX Gold Corporation’s (“QMX”) right, title and interest in the Rouyn-Noranda base/precious metals camp (the “Project”) located in Rouyn-Noranda, Quebec. The Project consists of an aggregate of 2,185 claims and Falco’s material property in the Project is the Noralex Property, which comprises an aggregate of 173 mining claims covering an aggregate of 7,382.21 hectares. Falco acquired the Project from QMX for a purchase price of $5,000,000 and 7,000,000 common shares of Falco. Concurrently with the closing of the qualifying transaction, Falco completed a private placement of common shares for gross proceeds of $6,570,500.