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EX-3.2 - DANE EXPLORATION S-1, BY-LAWS - PORTUS Corpdaneexh3_2.htm
EX-10.2 - DANE EXPLORATION S-1, CLAIMS PURCHASE AGREEMENT - PORTUS Corpdaneexh10_2.htm
EX-10.1 - DANE EXPLORATION S-1, SUBSCRIPTION AGREEMENT - PORTUS Corpdaneexh10_1.htm
EX-5.1 - DANE EXPLORATION S-1, LEGAL OPINION AND CONSENT - PORTUS Corpdaneexh5_1.htm
EX-3.1 - DANE EXPLORATION S-1, ARTICLES OF INCORPORATION - PORTUS Corpdaneexh3_1.htm
EX-14.1 - DANE EXPLORATION S-1, CODE OF ETHICS - PORTUS Corpdaneexh14_1.htm
EX-23.1 - DANE EXPLORATION S-1, AUDITORS CONSENT - PORTUS Corpdaneexh23_1.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
DANE EXPLORATION INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1000
(Primary Standard Industrial Classification Code Number)

98-0654981
(I.R.S. Employer Identification Number)

3577 - 349 West Georgia Street
Vancouver, British Columbia, Canada V6B 3Y4
Tel. (604) 241-8972
 (Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Empire Stock Transfer
1859 Whitney Mesa Drive
Henderson, Nevada 89014
Tel. (702) 818-5898
(Name, address and telephone number of agent for service)
 
Copies to:
Michael J. Morrison
1495 Ridgeview Drive, Suite 220
Reno, Nevada, 89518
Telephone: (775) 827-6300, Facsimile: (775) 827-6311
 
 
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.   ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 

 
 
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one)
 
Large Accelerated Filer o Accelerated Filer o
Non-Accelerated Filer o Smaller Reporting Company x
 
 
CALCULATION OF REGISTRATION FEE

Title of each
class of securities to be
registered
 
 
Amount to be
registered (1)
 
Proposed maximum
offering price
per unit (2)
 
Proposed maximum
aggregate
offering price (2)
 
Amount of
registration
fee (3)
                 
Common Shares
 
25,000,000
 
$0.02
 
$500,000
 
$58.05

NOTES:
(1)     This registration statement shall also cover any additional shares of our common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of our common stock.
 
(2)     Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. No exchange or over-the-counter market exists for Dane Exploration Inc.’s. common stock. The offering price has been arbitrarily determined and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. It is not known how many shares will be purchased under this registration statement or at what price shares will be purchased.
 
(3)     Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended “Securities Act”.  Estimated for the sole purpose of calculating the registration fee.

 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.












PROSPECTUS

Subject To Completion: Dated ______, 2011
 
DANE EXPLORATION INC.

A maximum of 25,000,000 common shares offered at $0.02 per share

The information in this Prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sales is not permitted.
 
Securities Being Offered by
Dane Exploration Inc.(1)(2)
 
A maximum of 25,000,000 common shares at $0.02 per share. There is currently no public market for o common stock.
     
Minimum Number of Shares to be Sold in This Offering
 
None

NOTES:
(1)     This is a "self-underwritten" public offering, with no minimum purchase requirement. Dane Exploration Inc. is not using an underwriter for this offering.
 
(2)     The offering expenses shown do not include legal, accounting, printing and related costs incurred in making this offering. Dane Exploration Inc. will pay all such costs, which it believes to be a maximum of approximately $8,058 There is no arrangement to place the proceeds from this offering in an escrow, trust or similar account.

The offering of up to 25,000,000 shares is a "best efforts" offering, which means that our director and officer will use his best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.02 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. This offering will continue for the earlier of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 25,000,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days. Proceeds from the sale of the shares will be used to fund the initial stages of our business development and will be immediately available to us as there have been no arrangements to place the funds in escrow. This offering will end no later than 180 days from the offering date. The offering date is the date by which this registration statement becomes effective. This is a direct participation offering since we, and not an underwriter, are offering the stock.

There can be no assurance that all or any shares being offered in this Prospectus are going to be sold and that we will be able to raise any funds from this offering.

   
Per Share
(estimated and not minimum price)
 
Maximum if 25,000,000 shares are Sold by
Dane Exploration
         
Price to Public
 
$0.02
 
$0.02
Underwriting Discounts/Commissions
 
$nil
 
$nil
Proceeds to Dane Exploration
 
$0.02
 
$500,000

This offering involves a high degree of risk; see "Risk Factors and Uncertainties" beginning on page 4 to read about factors you should consider before buying shares of the common stock.
 

 
 
Dane Exploration Inc. is an exploration stage company and currently has no operations. There is a high degree of risk involved with any investment in the shares offered herein. You should only purchase shares if you can afford a loss of your entire investment. Our independent auditor has issued an audit opinion for Dane Exploration Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. As of the date of this prospectus, our stock is presently not traded on any market or securities exchange. Further, there is no assurance that a trading market for our securities will ever develop.
 
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THESE SECURITIES AND WE SHALL NOT SELL ANY OF THESE SECURITIES IN ANY STATE WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER SUCH STATE'S SECURITIES LAWS.

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.

These securities have not been approved or disapproved by the Securities and Exchange Commission (‘SEC’) or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of this Prospectus is ______________, 2011

 
 
 
 
 
 
 
 
 
 

 
 
 



TABLE OF CONTENTS

 
Page
   



 


 





 
FORWARD-LOOKING STATEMENTS

This prospectus and the exhibits attached hereto contain “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as, or similar to, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation:

 
risks related to our properties being in the exploration stage;
 
risks related our mineral operations being subject to government regulation;
 
risks related to our ability to obtain additional capital to develop our resources, if any;
 
risks related to mineral exploration and development activities;
 
risks related to our insurance coverage for operating risks;
 
risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;
 
risks related to the competitive industry of mineral exploration;
 
risks related to our title and rights in our mineral properties;
 
risks related to our limited operating history;
 
risks related the possible dilution of our common stock from additional financing activities;
 
risks related to potential conflicts of interest with our management;
 
risks related to our subsidiaries activities; and
 
risks related to our shares of common stock.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.
  
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.
 

 
 
 
This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the ‘Risk Factors and Uncertainties’ section and our financial statements and the related notes before deciding to invest in shares of our common stock.

SUMMARY INFORMATION

The Offering

Unless otherwise indicated, any reference to ‘Dane’, ‘We’, ‘Us’, ‘Our’ or the ‘Company’, refers to Dane Exploration Inc.

Dane Exploration Inc.'s common stock is presently not traded on any market or securities exchange. 50,000,000 shares of restricted common stock have previously been purchased by our President and are issued and outstanding as of the date of this prospectus.

Dane is offering up to 25,000,000 shares of common stock at an offering price of $0.02 per share. There is currently no public market for the common stock. Dane intends to apply to have the common stock quoted on the OTC Bulletin Board (OTCBB). Currently, there is no trading symbol assigned and there can be no assurance that we will ever be granted a trading symbol on the OTCBB or any other quotation system or exchange. David Christie, our sole officer and director owns 50,000,000 shares of our common stock. If we are unable to sell our stock and raise money, our business will fail as we will be unable to complete our business plan and any investment made into our company will be lost in its entirety.
 
The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors and Uncertainties" on page 4.

Company History

Dane Exploration Inc. is an exploration stage company that was incorporated on March 3, 2010, under the laws of the State of Nevada. Our fiscal year end is September 30th. Our principal office is located at the home of our CEO. Our contact details are: Address: 3577 - 349 West Georgia Street Vancouver, British Columbia, Canada V6B 3Y4; Telephone 604.241.8972; Fax 604.241.8411; Email: dchristie@daneexploration.com.
 
Since incorporation, Dane has purchased two mineral claims located in northwest British Columbia, Canada and has not been involved in any sales of assets, nor has it been involved in any mergers, acquisitions or consolidations. Dane has never declared bankruptcy, it has never been in receivership, and has never been involved in any legal action or proceedings.
 
We are an exploration stage corporation. We intend to be in the business of mineral property exploration. We do not own interests in any property, but have acquired the right to conduct exploration activities on two properties (the ‘Judy Claims’). These claims are staked on approximately 627.96 hectares of land located east of the Village of Cassiar, British Columbia, Canada. We intend to explore for gold and silver on the property. Currently, we have no further business planned if mineralized material is not found on the property.
 
As of September 30, 2010, the date of our last audited financial statements, we have raised $25,000 through the sale of 50,000,000 shares of common stock to our sole officer and director, David Christie.




 
 
 
Dane’s current liabilities as of September 30, 2010 are $nil. Primary expenditures to date have included $7,500 for purchase of the Judy Claims and $5,000 for accounting fees. In accordance with United States generally accepted accounting principles (‘GAAP’) the purchase of the Judy Claims was initially recorded as an asset and subsequently, upon the completion of an impairment analysis by management at year-end as required under generally accepted accounting principles, was offset at year-end by an impairment charge of 7,500.

The Company anticipates expenses of $5,050 relating to its annual audit and approximately $2,700 relating to Securities and Exchange Commission (‘SEC’) filing expenses, printing and Transfer Agent fees for filing of this Form S-1. As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of Dane filed with this prospectus.

Summary Financial Data

   
Three Months
ended
December 31,
2010
(unaudited)
   
Year End
September 30,
2010
(audited)
 
             
Revenues   $ Nil     $ Nil  
Operating Expenses
  $ 6,947     $ 12,633  
                 
Net (Loss)
  $ (6,947 )   $ (12,633 )
Weighted Average Shares Outstanding
    50,000,000       50,000,000  
Net (Loss) Per Share   $ Nil     $ Nil  


   
As at
December 31,
2010
(unaudited)
   
As at
September 30,
2010
(audited)
 
             
Cash
  $ 4,295     $ 12,367  
Total Assets
  $ 6,145     $ 12,637  
Working Capital
  $ 5,420     $ 12,637  
Stockholders’ Equity
  $ 5,420     $ 12,367  







 


 
RISK FACTORS AND UNCERTAINTIES

An investment in an exploration stage mining company with no history of operations such as ours involves an unusually high amount of risk, unknown and known, present and potential, including, but not limited to the risks enumerated below. Any investment in the common stock of our Company involves a number of very significant risks, all of which that are known by us and anticipated by us at present, are identified below. 

Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.
 
Any references to estimates of mineralized material in any of the following data should not be relied upon as indications of any potential for mineralization on the Judy Claims. Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

The following risk factors should be considered in connection with an evaluation of the business of our business:

In addition to other information in this current report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated With Mining:

Mineral exploration and development activities are speculative in nature.

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by our company may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in our company not receiving an adequate return of investment capital.



 
 
 
Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7, which can be viewed at www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.
 
 
 
 
We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of precious metals such as gold, silver and base metals such as copper. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of precious and base metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.






 
 
The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

Supplies needed for exploration may not always be available. If we are unable to secure exploration supplies we may have to delay our anticipated business operations.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.

Risks Related To Our Company:

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties since March 3, 2010 and we have not yet located any mineral reserve. As a result, we have never had any revenues from our operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.





 
 
Our Property Claims are Presently Held in Trust for Us by an Unrelated Third Party.

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The claims we have purchased were staked by Mr. S.G. Diakow and these claims are presently recorded in the name of S.G. Diakow and held in trust by him for the Company. Under British Columbia, law title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are an American corporation, we can never directly possess legal mining claim to the land. In order to comply with the law we will have to incorporate a British Columbia wholly owned subsidiary-corporation. We plan to incorporate such a wholly-owned subsidiary in British Columbia and expect at that time Mr. Diakow will transfer all claim rights he holds in trust for us to that subsidiary. However, if Mr. Diakow were to transfer title to another person and that deed were to be recorded in their name before we were to have the claims recorded in the name of our planned subsidiary, that other person would have superior title and we would have no title to the claims we have purchased. If this were to occur, we would have to cease or suspend operations on those claims and sue Mr. Diakow for the loss of our investment. The loss of our claims and the cost of a lawsuit regarding a breach of fiduciary duty by Mr. Diakow would have a material adverse effect on the financial condition of our company.

Our Mineral Claims Have an Expiration Date and We Must Make Minimum Mandatory Exploration Expenditures in Order to Maintain Our Mineral Claims.
 
The Judy 1 claim Tenure 735182 presently expires on July 19, 2011 and the McDame Mountain claim tenure 821402 presently has an expiry date July 19, 2011. A mineral exploration license is issued for one year. In order to maintain the claims, we must we must perform work on the claims or pay a fee in lieu of work expenditures. As long as the fees are paid, no work has to be performed to maintain the claims in good order. The renewal fees may increase in the future. In order to maintain title in good standing it is necessary for the Company or its agent to perform and record physical or other acceptable work with a value of $3.90 per  hectare during fiscal years 2011 to 2014 and $7.80 per hectare in subsequent years or pay the equivalent sum as cash in lieu of work. Failure to do work or pay the cash in lieu will result in forfeiture of title. These costs translate to $2,449 per year for fiscal years 2011 to 2014 and $$4,898 subsequently. Failure on our part to make the required expenditures, resulting in the loss of our claims, would have a material adverse effect on the financial condition of our company.

Our activities will be subject to environmental and other industry regulations which could have an adverse effect on our financial condition.

Our company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of our company.

The operations of our company include exploration and development activities and commencement of production on our properties, which requires permits from various federal, state, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.
 
 
 
 
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. At December 31, 2010, we had cash in the amount of $4,295 and net working capital of $5,420. We incurred a net loss of $(19,580) for the period from March 3, 2010 (inception) to December 31, 2010. We estimate our average monthly operating expenses to be approximately $2,500 to $20,000, including mineral property costs, management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. To date we have raised our operating capital from sales of equity securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances have lead our independent registered public accounting firm, in their audit report included in this Form S-1, to comment about our company’s ability to continue as a going concern. Management has plans to seek additional capital through private placements and/or public offerings of its capital stock and may also raise funds through shareholder loans from our President. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. Our financial statements do not include any adjustments relating to the recoverability and potential classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence.

We currently rely on certain key individuals and the loss of one of these key individuals could have an adverse effect on the Company.

Our success depends to a certain degree upon our President & CEO and sole director. This individual is a significant factor in the our growth and success. The loss of the service of current management and board and any future additional members of management and the board could have a material adverse effect on our company. In particular, the success of our company is highly dependent upon the efforts of our either our current President & CEO, the loss of whose services would have a material adverse effect on the success and development of our company. Additionally, we do not anticipate having key man insurance in place in respect of our directors and senior officers in the foreseeable future.





 
 
We require substantial funds merely to determine whether commercial precious metal deposits exist on our properties.

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

 
Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;
 
Availability and costs of financing;
 
Ongoing costs of production;
 
Market prices for the precious metals to be produced;
 
Environmental compliance regulations and restraints; and
 
Political climate and/or governmental regulation and control.

Third parties may challenge our rights to our mineral properties or the agreements that permit us to explore our properties may expire if we fail to timely renew them and pay the required fees.

In connection with the acquisition of our mineral properties, we sometimes conduct only limited reviews of title and related matters, and obtain certain representations regarding ownership. These limited reviews do not necessarily preclude third parties from challenging our title and, furthermore, our title may be defective. Consequently, there can be no assurance that we hold good and marketable title to all of our mining concessions and mining claims.  If any of our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge. These costs or an adverse ruling with regards to any challenge of our titles could have a material adverse affect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in our favor.

We are not aware of challenges to the location or area of any of our mining claims. There is, however, no guarantee that title to the claims will not be challenged or impugned in the future.

Our management has no technical training and limited experience in mineral activities and consequently our activities, earnings and ultimate financial success could be irreparably harmed.
 
Our management has no technical training and limited experience with exploring for, starting, and operating a mine. With no direct training and limited experience in these areas, management may not be fully aware of many of the specific requirements related to working within the industry. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our activities, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in the industry.
 
Our success is dependent on current management, who may be unable to devote sufficient time to the development of our business; this potential limitation could cause the business to fail.
 
Dane is heavily dependent on our sole officer and director, David Christie.  If something were to happen to her, it would greatly delay its daily operations until further industry contacts could be established. Furthermore, there is no assurance that suitable people could be found to replace Mr. Christie. In that instance, Dane may be unable to further its business plan.
 




 
 
Because title to the property is currently held in the name of another person, if that person transfers the property to someone other than us, we will cease activities.
 
Title to the properties upon which we intend to conduct exploration activities is not currently held in our name. Title to the property is recorded in the name of prospector S.G. Diakow who presently holds the property in trust for the Company for exploration upon the property. If the owner transfers the property to a third person, the third person will obtain good title and we will have nothing. If this should occur, we will subsequently not own any property and we will have to cease all exploration activities.

As our business assets and our director and officer are located in Canada; investors may be limited in their ability to enforce US civil actions against our assets or our director and officer. You may not be able to receive compensation for damages to the value of your investment caused by wrongful actions by our director.
 
Our business assets are located in Canada and Mr. Christie, our sole director and officer is a resident of Canada. Consequently, it may be difficult for United States investors to affect service of process within the United States upon our assets or Mr. Christie, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under U.S. Federal Securities Laws. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained did not have jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of our assets or Mr. Christie predicated solely upon such civil liabilities. You may not be able to recover damages as compensation for a decline in your investment.

Risks Associated With This Offering of Our Common Stock:

While Dane expects to apply for quotation on the OTC Bulletin Board, we may not be approved, and even if approved, we may not be approved for trading on the OTC Bulletin Board; therefore shareholders may not have a market to sell their shares, either in the near term or in the long term, or both.
 
We can provide no assurance to investors that our common stock will be traded on any exchange or electronic quotation service. While we expect to apply to the OTC Bulletin Board (‘OTCBB’) service of the Financial Industry Regulatory Authority (‘FINRA’), we may not be approved to trade on that facility  and we may not meet the requirements for listing on the OTCBB. If we do not meet the requirements of the OTCBB, our stock may then be traded on the Pink Sheets trading facility (‘Pink Sheets’) and the market for resale of our shares would decrease dramatically, if not be eliminated.

Our stock price will fluctuate after this offering, which could result in substantial losses for investors.  

The market price for our common stock will vary from the initial public offering price after trading commences. This could result in substantial losses for investors. Market price fluctuations may occur in response to a number of factors, some of which are beyond our control. Significant among these are that because we arbitrarily set the selling price of the securities being offered hereunder at $0.02 per share, once a market develops for our securities, fluctuations may result if we did not accurately set this price.

No public market for our common stock currently exists and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our common stock. We cannot be certain that an active trading market for our common stock will develop or be sustained following this offering. Further, we cannot be certain that the market price of our common stock will not decline below the initial public offering price. The initial public offering price was determined by us based upon several factors and may not be indicative of future market prices for our common stock.


 
 
Trading on the OTCBB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Trading in stock quoted on the OTCBB and/or Pink Sheets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, neither the OTCBB nor the Pink Sheets are stock exchanges, and trading of securities on the OTCBB and/or Pink Sheets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ, or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Shareholders may experience dilution of ownership.

Since inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations for the foreseeable future. We expect to require working capital to fund our operations. We cannot be certain that additional financing will be available on favorable terms when required, or at all. If we are unable to raise sufficient capital, or are unable to repay the debt, then we may cease operations, become insolvent, declare bankruptcy or be otherwise wound up, all of which may result in the loss of all or substantially all of the investment capital of the shareholders. We are authorized to issue up to 250,000,000 common shares. We have the authority to issue more of the shares, and to determine the rights, preferences and privileges of such shares, without the consent of any of the shareholders. If we raise additional funds through the issuance of equity, equity-related or debt securities, the securities may have rights, preferences or privileges senior to those of the rights of the Common Stock and those stockholders may experience additional dilution. Purchasers of shares will experience immediate and substantial dilution in the net tangible book value per share of their investment in the shares.

Because we do not have an Escrow or Trust Account for Investor’s Subscriptions, if we file for Bankruptcy Protection or are forced into Bankruptcy Protection, Investors will lose their entire investment.
 
Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors and will not be used for the sourcing and sale of promotional products. 

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission (‘SEC’) has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and
 
 
 
the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Other Risks:

Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against the Company.
 
We currently have only one officer and director, David Christie. As such, he is solely responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes-Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause the Company to be subject to sanctions and fines by the Securities Exchange. 

Dane has limited financial resources at present, and proceeds from the offering may not be used to fully develop its business.
 
Dane has limited financial resources at present. As of December 31, 2010 we had $4,295 of cash on hand and expected to incur expenses of approximately $2,750 related to the filing of this Form S-1. If we are unable to implement our business plan, we may be required to divert certain proceeds from the sale of Dane's stock to general administrative functions. If Dane is required to divert some or all of proceeds from the sale of stock to areas that do not advance the business plan, this could adversely affect its ability to continue by restricting the Company's ability to become quoted on the OTCBB; advertise and promote the Company and its products; travel to develop new marketing, business and customer relationships; and retaining and/or compensating professional advisors.

Trends, Risks and Uncertainties.

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.


 
 
USE OF PROCEEDS
 
Our offering is being made on a self-underwritten basis - no minimum of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. There is no assurance that we will raise the full $500,000 as anticipated.

The following table below sets forth the uses of proceeds assuming the sale of 10%, 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. (For further discussion please see Plan of Operation on page 64).
 
   
Offering Results based on Shares Sales of:
      10%     25%     50%     75%     100%
                                         
Number of Shares Sold:
    2,500,000       6,250,000       12,500,000       18,750,000       25,000,000  
                                         
OFFERING GROSS PROCEEDS:
  $ 50,000     $ 125,000     $ 250,000     $ 375,000     $ 500,000  
Less:
                                       
OFFERING EXPENSES:
                                       
 - SEC filing expenses
  $ 58     $ 58     $ 58     $ 58     $ 58  
 - Transfer Agent
    1,375       1,375       1,500       1,625       2,250  
 - Printing
    500       500       500       500       500  
 - Courier and postage
    100       100       150       200       250  
Sub-Total
  $ 2,033     $ 2,033     $ 2,208     $ 2,383     $ 3,058  
                                         
Less:
                                       
PHASE ONE
                                       
 - Due Diligence
                                       
 - Preliminary Geological due diligence
Including: purchase of maps, air photographs and  publications, and review of files at British Columbia Geological Survey Branches
  $ 500     $ 500     $ 500     $ 500     $ 500  
 - Travel expenses
    500       500       500       500       500  
 - Geologist fees
    600       600       600       600       600  
 - Initial Field Work
                                       
 - Mobilization to Cassiar district, including travel expenses(1)
  $ 1,500     $ 1,500     $ 1,500     $ 1,500     $ 1,500  
 - Equipment & provisions
    700       700       700       700       700  
 - Assays, including freight costs
    1,600       1,600       1,600       1,600       1,600  
 - Wages(2) 
    4,000       4,000       4,000       4,000       4,000  
 - Reports based on data collected will be assembled including generating a map with the location and sample values from the claim area. A second map will show  the detailed geology that was observed while mapping claim area
    600       600       600       600       600  
 - Allowance for additional expenses
    1,500       1,500       1,500       1,500       1,500  
Sub-Total Phase One
  $ 11,500     $ 11,500     $ 11,500     $ 11,500     $ 11,500  





 
 
   
Offering Results based on Shares Sales of:
      10%     25%     50%     75%     100%
Less:
                                       
PHASE TWO
                                       
 - Initial Drilling & Trenching
                                       
 - Mobilization to Cassiar district, including travel
  $ 1,500     $ 2,500     $ 2,500     $ 2,500     $ 2,500  
 - Equipment & provisions(3)
    700       4,900       4,900       4,900       4,900  
 - Drill and backhoe rentals, based on a small Kabota type tracked backhoe and uses of ATV’s to access target zones
    7,500       7,600       10,100       10,100       10,100  
 - Assays, including freight costs
    1,000       1,000       1,500       2,000       2,000  
 - Wages(4)
    4,800       11,500       14,000       14,000       14,000  
 - Reports to analyze results of chip samples produced from trenching
    500       500       500       500       500  
 - Allowance for additional expenses
    1,500       2,000       2,000       2,000       2,000  
Sub-Total
  $ 17,500     $ 30,000     $ 35,500     $ 36,000     $ 36,000  
                                         
Less:
                                       
PHASE THREE
                                       
 - Extensive Drilling & Trenching
This phase will be undertaken only if Phase One and Phase Two provide positive indications that further work is warranted
                                       
 - Additional trenching work based on
indications from Phase Two results
 - Modest diamond drilling program of
approximately 1,500 to 2,500 feet based on geophysical surveys (magnetic or induced potential) which would be used to target direction and depth of proposed target zones(5)
  $ Nil     $ Nil     $ 47,325     $ 92,150     $ 350,000  
Sub-Total
  $ Nil     $ Nil     $ 47,325     $ 92,150     $ 350,000  
                                         
Less:
                                       
ADMINISTRATION EXPENSES
                                       
 - Office expenses, tel. & Internet
  $ 1,467     $ 1,467     $ 1,467     $ 1,467     $ 1,467  
 - Accounting & auditor fees
    7,500       7,500       12,500       22,500       22,500  
 - Legal fees
    5,000       5,000       5,000       7,500       7,500  
Sub-Total
  $ 13,967     $ 13,967     $ 18,967     $ 31,467     $ 31,467  
                                         
SUMMARY:
                                       
TOTALS EXPENSES:
  $ (45,000 )   $ (57,500 )   $ (115,500 )   $ (173,500 )   $ (432,025 )
Carryforward - Gross Proceeds:
    50,000       62,500       125,000       187,500       500,000  
Residual Working Capital:
  $ 5,000     $ 5,000     $ 9,500     $ 14,000     $ 67,975  
 
The above figures represent only estimated costs and potential investors must be aware that there is no
guarantee or assurance that the Company will be successful in raising any of the estimated proceeds



 
 
NOTES:

(1) Travel expenses: We expect to employ local experienced geological technicians are from the nearby Good Hope Lake native community and thus no room and board costs will be incurred other than that for the senior party chief.

(2) Initial field work wages: We project our geochemical survey team will consist of two men and cost $800 /day. A sampler will collect soil samples use a GPS instrument to mark sample locations on the part of the claims that are covered with overburden and a prospector /geologist will map and survey where rock outcrops collecting samples for analysis recording faults contacts and structural features (folding, strike and dip), also using a Global Positioning instrument.

(3) Equipment & provisions: At the higher tiers of available funds, a man portable rock drill would be used to make blast holes.

(4) Initial drilling and trenching wages: An exploration team consisting of three men will return to the anomalous areas generated from the Phase One program and do follow up work on identified targets. Best target (highest values in gold, silver, copper, or other minerals) will be worked first and the party will continue to examine all targets generated depending on available budget. This work would entail hand  trenching  with pick and shovel in areas that were soil sample targets and using a scaling bar, pick and dynamite for areas of rock outcropping. Chip samples across mineralized zones would be collected. The wages for this phase would be in the $1100/day range and local labor would be recruited.

(5) Extensive drilling and trenching:
(a)     the sale of 50% of the shares in this offering, which would provide a net Phase Three exploration budget of approximately $47,325, will be sufficient to conduct further geophysics surveys, but would not be sufficient for a drilling program;

(b)     the sale of 75% of the shares in this offering, which would provide a net Phase Three exploration budget of approximately $92,150, would provide for a very modest drilling program based on use of a man portable drill;

(c)     the sale of 100% of the shares in this offering, which would provide a net Phase Three exploration budget of approximately $350,000, would provide for an full extensive drilling program. Under this scenario, an extensive program would be conducted based on estimated drilling costs in the Cassiar area, which are$60 to $70 per foot of drilling. All-in costs, based on using a light weight helicopter portable drill rig, are estimated in the range of $60,000 to $70,000 per 1,000 feet of drilling.

Legal and accounting fees refer to the normal legal and accounting costs associated with filing this Registration Statement under the 1933 Act as amended and maintaining the status of a Reporting Company.

A total of $25,000 has been raised from the sale of stock to our sole officer and director - this stock is restricted and is not being registered in this offering. We estimate the offering expenses associated with this offering will total a maximum of $3,058. As of December 31, 2010, Dane had a balance of $4,295 in cash and prepaid expenses of $1,850, which was offset by accounts payable liabilities of zero. This will allow Dane to pay the entire expenses of this offer from cash on hand.


  




 
 
DETERMINATION OF OFFERING PRICE
 
The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following:

 
our start up status;
 
prevailing market conditions, including the history and prospects for our industry;
 
high level of risk due to a lack of operating history;
 
our future prospects and the experience of our management;
 
our capital structure.

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DILUTION
 
The price of the current offering is fixed at $0.02 per share. This price is significantly greater than the price paid by the Company’s sole shareholder, director and officer for common equity since the Company’s inception on March 3, 2010. The Company’s sole shareholder, director and officer paid $0.0005 per share, a difference of $0.0195 per share lower than the share price in this offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. Based on our latest audited year end data at September 30, 2010, the following tables compare the differences of your investment in our shares with the investment of our existing stockholder.
 















 
 
Financial Position of Existing Shareholder* based on Different Levels of Share Sales:

   
Existing Shareholder’s Financial Position
 
Percentage sold
    10%     25%     50%     75%     100%
Number of shares sold
    2,500,000       6,250,000       12,500,000       18,750,000       25,000,000  
Total shares outstanding
    52,500,000       56,250,000       62,500,000       68,750,000       75,000,000  
Offering price per share
  $ 0.02     $ 0.02     $ 0.02     $ 0.02     $ 0.02  
Net proceeds, after offering costs
  $ 47,967     $ 122,967     $ 247,792     $ 372,617     $ 496,942  
                                         
Price per share paid by existing shareholder
  $ 0.0005     $ 0.0005     $ 0.0005     $ 0.0005     $ 0.0005  
Total net tangible book value prior to offering
  $ 12,367     $ 12,367     $ 12,367     $ 12,367     $ 12,367  
Total net tangible book value after offering
  $ 60,334     $ 135,334     $ 260,159     $ 384,984     $ 509,309  
Net tangible book value per share prior to offering
  $ 0.00025     $ 0.00025     $ 0.00025     $ 0.00025     $ 0.00025  
Net tangible book value per share after offering
  $ 0.00115     $ 0.00241     $ 0.00416     $ 0.00560     $ 0.00679  
Total potential net tangible book value gain to existing shareholder
  $ 45,133     $ 108,133     $ 195,633     $ 267,633     $ 327,133  
Per share potential net tangible book value gain to existing shareholder
  $ 0.00090     $ 0.00216     $ 0.00391     $ 0.00535     $ 0.00654  
Total number of shares outstanding before the offering
      50,000,000         50,000,000         50,000,000         50,000,000         50,000,000  
Number of shares held by existing shareholder after the offering
      50,000,000         50,000,000         50,000,000         50,000,000         50,000,000  
Total number of shares outstanding after offering
    52,500,000       56,250,000       62,500,000       68,750,000       75,000,000  
Existing shareholder’s percentage of ownership if offer is fully sold
    95.2 %     88.9 %     80.0 %     72.7 %     66.7 %
                                         
*Note:                                          
None of the shares held by the existing shareholder are included for registration in this Form S-1 and the disposition of any of these shares will remain restricted subject to compliance with the provisions of Rule 144 promulgated pursuant to the Securities Act of 1933, as amended.
 
 
 
 
 

 
 
 
Financial Position of Purchasers based on Different Levels of Share Sales:

   
Purchasers’ Financial Position
 
Percentage sold
    10%     25%     50%     75%     100%
Number of shares sold
    2,500,000       6,250,000       12,500,000       18,750,000       25,000,000  
Total shares outstanding
    52,500,000       56,250,000       62,500,000       68,750,000       75,000,000  
Offering price per share
  $ 0.02     $ 0.02     $ 0.02     $ 0.02     $ 0.02  
Net proceeds, after offering costs
  $ 47,967     $ 122,967     $ 247,792     $ 372,617     $ 496,942  
                                         
Funds raised, after offering costs
  $ 47,967     $ 122,967     $ 247,792     $ 372,617     $ 496,942  
Net tangible book value per share prior to offering
  $ 0.00025     $ 0.00025     $ 0.00025     $ 0.00025     $ 0.00025  
Per share contribution by purchasers to increase in net tangible book value per share
  $ 0.00091     $ 0.00219     $ 0.00396     $ 0.00542     $ 0.00663  
Total net tangible book value after offering
  $ 60,334     $ 135,334     $ 260,159     $ 384,984     $ 509,309  
Net tangible book value per share after offering
  $ 0.00115     $ 0.00241     $ 0.00416     $ 0.00560     $ 0.00679  
                                         
DILUTION
  $ 0.01885     $ 0.01759     $ 0.01584     $ 0.01440     $ 0.01321  
                                         
Capital contribution by existing shareholder
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
Capital contributions by purchasers
  $ 47,967     $ 122,967     $ 247,792     $ 372,617     $ 496,942  
Percentage capital contribution by existing shareholder
    34.3 %     16.9 %     9.2 %     6.3 %     4.8 %
Percentage capital contribution by purchasers
    65.7 %     83.1 %     90.8 %     93.7 %     95.2 %
                                         
Prior number of shares outstanding
    50,000,000       50,000,000       50,000,000       50,000,000       50,000,000  
Shares held by existing shareholder after offering
    50,000,000       50,000,000       50,000,000       50,000,000       50,000,000  
Total number of shares outstanding after offering
    52,500,000       56,250,000       62,500,000       68,750,000       75,000,000  
Existing shareholder’s percentage of ownership after offering
    95.2 %     88.9 %     80.0 %     72.7 %     66.7 %
Purchaser’s percentage of ownership after offering
    4.8 %     11.1 %     20.0 %     27.3 %     33.3 %



 
 
PLAN OF DISTRIBUTION
 
The offering consists of a maximum number of 25,000,000 common shares being offered by Dane at $0.02 per share with no minimum offering requirement.
 
Company Offering

We are offering the shares on a "self-underwritten" basis directly through Mr. Christie our Sole officer and director named herein. Mr. Christie will not receive any commissions or other remuneration of any kind in connection with his participation in this offering based either directly or indirectly on transactions in securities.

This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission; or (ii) the date on which all 25,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.

Mr. Christie will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.
 
  1. Mr. Christie is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;
     
  2. Mr. Christie will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
     
  3. Mr. Christie is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and
     
  4. Mr. Christie meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he: (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
 
Mr. Christie, our only control person or affiliate, does not intend to purchase any shares in this offering.

If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We will not use public solicitation or general advertising in connection with the offering. This offering will continue for the longer of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 25,000,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days.
 
 
 
 
DESCRIPTION OF SECURITIES

General
 
The authorized capital stock consists of 250,000,000 shares of common stock at a par value of $0.001 per share. We plan to offer 25,000,000 common shares at a price of $0.02 per share. We will not sell any of the 25,000,000 common shares until this registration statement is deemed effective.
 
Common Stock
 
As of February 25, 2011, there are 50,000,000 shares of common stock issued and outstanding. 50,000,000 restricted common shares are held by our sole officer and director, David Christie.

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of Dane’s capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.
 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of the common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the common stock.
 
Shareholders
 
Each shareholder has sole investment power and sole voting power over the shares owned by such shareholder. As of February 25, 2011, we had one shareholder of record.
 
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
Michael J. Morrison, an independent legal counsel, has provided an opinion on the validity of Dane Exploration Inc.’s issuance of common stock and is presented as an exhibit to this filing.
  
The financial statements included in this Prospectus and in the Registration Statement have been audited by Madsen & Associates, CPAs Inc., 684 East Vine Street #3, Murray, Utah, USA 84107, Tel (801) 268-2632, Fax (801) 262-3978 to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding Dane’s ability to continue as a going concern) appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.



 
 
DESCRIPTION OF BUSINESS
 
General
 
Dane Exploration Inc. was incorporated on March 3, 2010, in the state of Nevada and initiated business operations as a mineral exploration company at that time. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings, nor has it been involved in any reclassification, consolidation, or merger arrangements. The financial statements included in this Form S-1 have been prepared by the Company in accordance with accounting principles generally accepted in the United States and our fiscal year end is September 30th. Dane has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purposes of acquiring exploration and development stage mineral properties and Dane has begun implementation of its strategic plans through the purchase of mineral exploration claims in Northwest British Columbia, Canada.

Our Competition

The mineral exploration industry is intensely competitive in all phases. We will compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. We must overcome significant barriers to enter into the business of mineral exploration as a result of our limited operating history.
 
We cannot assure you that we will be able to compete in any of our business effectively with current or future competitors or that the competitive pressures faced by us will not have a material adverse effect on our business, financial condition and operating results. 

Our Office

Our principal office is located at the home of our CEO. Our contact details are: Address: 3577 - 349 West Georgia Street Vancouver, British Columbia, Canada V6B 3Y4; Telephone 604.241.8972; Fax 604.241.8411; Email: dchristie@daneexploration.com.Our office premises are provided to us at no charge by David Christie, our sole director and officer.

Our Employees

Other than our officer and director, David Christie, we have no employees and use contracted services to perform geological work, legal services and our bookkeeping. Going forward, the Company will use consultants with specific skills to assist with various aspects of its project evaluation, due diligence, acquisition initiatives, corporate governance and property management.

Regulation

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. In British Columbia the process of posting the area, known as staking is done online at www.mtonline.gov.bc.ca. The claims we have purchased were staked by Mr. S.G. Diakow. These claims are presently recorded in the name of S.G. Diakow and held in trust by him for the Company.






 
 
Under British Columbia, law title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are an American corporation, we can never directly possess legal mining claim to the land. In order to comply with the law we will have to incorporate a British Columbia wholly owned subsidiary-corporation and obtain audited financial statements. Once we have increased our capital through completion of our financing initiatives, we plan to incorporate a wholly-owned subsidiary in British Columbia and Mr. Diakow will transfer all claim rights to that subsidiary. As a wholly-owned subsidiary, all accounts of our planned subsidiary will be consolidated and reported with those of this Company for financial statement purposes.

If Mr. Diakow were to transfer title to another person and that deed were to be recorded in their name before we were to have the claims recorded in the name of our planned subsidiary, that other person would have superior title and we would have no title to the claims we have purchased. If this were to occur, we would have to cease or suspend operations on those claims. In this event however, Mr. Diakow will be liable to us for monetary damages for breach of his fiduciary duty to us. If that occurs, we would sue Mr. Diakow for the loss of our investment.

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Un-granted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Company's properties, that is the Province of British Columbia. In the nineteenth century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The company's property is one such acquisition. Accordingly, fee simple title to the company's property resides with the Crown.

The company's claims are mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The properties are unencumbered, that is there are no claims, liens, charges or liabilities against the properties, and there are no competitive conditions that are the action of some unaffiliated third party, which could affect the properties. Further, there is no insurance covering the properties and we believe that no insurance is necessary since the properties are unimproved and contains no buildings or improvements.

Overview of Our Mineral Exploration Business

Mineral exploration is essentially a research activity that does not produce a product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. As such, we intend to acquire properties which we believe have potential to host economic concentrations of minerals. These acquisitions have and may take the form of mining claims on provincial land, or leasing claims, or private property owned by others. An “unpatented” mining claim is an interest that can be acquired to the mineral rights on open lands of the provincially owned public domain. Claims are staked in accordance with the rules and regulations pursuant to laws of British Columbia established by the Ministry of Energy, Mines and Petroleum Resources.

We plan to perform basic geological work to identify specific drill or trenching targets on the properties, and then collect subsurface samples by drilling or trenching to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). We may enter into joint venture agreements with other companies to fund further exploration work. We may include in our plans properties that may have been previously identified


 
 
by third parties, including prior owners such as exploration companies, as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects may either have some prior exploration history or may have strong similarity to a recognized geologic ore deposit model. Our current geographic focus is on northern British Columbia. The focus of our activity will be to acquire properties that we believe to be undervalued; including those that we believe to hold previously unrecognized mineral potential.  

Market, Customers and Distribution Methods

Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.
The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

Competition

The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.  Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.  We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.


 
 
General competitive conditions may be substantially affected by various forms of exploration and mining legislation and/or regulation introduced from time to time by the government of the Province of British Columbia, the government of Canada and the governments of other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable precious or base metal properties or interests, and we cannot give any assurance that suitable precious or base metal properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:

 
keeping our costs low;
 
relying on the strength of our management’s contacts; and
 
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

Intellectual Property

We have not filed for any protection of our trademark, and we do not have any other intellectual property.

Research and Development

We did not incur any research and development expenses during the period from inception to September 30, 2010, or during the three month period ended December 31, 2010.

Reports to Security Holders

Upon effectiveness of this Registration Statement, we will be subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. After the effectiveness of this Registration Statement we will begin filing Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our Company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.
While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.



 
 
DESCRIPTION OF PROPERTY

Executive Office:

Our principal office is located at the home of our CEO. Our contact details are: Address: 3577 - 349 West Georgia Street Vancouver, British Columbia, Canada V6B 3Y4; Telephone 604.241.8972; Fax 604.241.8411; Email: dchristie@daneexploration.com. Our office premises are provided to us at no charge by David Christie, our sole director and officer.

Real Estate Policies:

Dane’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. Dane does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Summary Description and Location

The Judy Claims are located 2 km (1.5 miles) northeast of Cassiar, British Columbia, Canada and lie at high elevation on McDame Mountain. The area has a long history of mineral exploration and the claims are close to the former Taurus mine and several mineral prospects. The geological setting is a structurally complex area of Sylvester allochthon and Cassiar batholith granitic intrusions and appears favorable for the discovery of epithermal gold and silver deposits. The tenures comprise an area of 627.96 hectares (1551.68 acres) (see figures 4 and 5) and are road accessible at elevations from approximately 1100 meters (3600 feet) to more than 1500 meters (5000 feet). (Please see Glossary of Certain Technical Terms on page 40 for definitions of geological terms used herein).

Regional History

The general Liard mining district of northwest British Columbia since 1874 has been a prolific producer of placer gold and is the site of several important deposits of metallic and non-metallic minerals. The area has been in recent years mapped by scientists from the British Columbia provincial Ministry of Energy and Mines who expanded upon the pioneering studies of the Canadian federal Geological Survey of Canada (especially Gabrielse, 1963 and Price, 1949-53) and the formerly enigmatic geology of the area has been rationalized and revealed in publications of that Ministry. Ground acquisition prospecting and mineral explorations activities currently are being pursued at a very elevated pace with particular attention to gold, molybdenum, and base metal occurrences. Placer mining operations continue to yield important amounts of gold each year.

The Cassiar area was subjected to several episodes of mineral exploration and prospecting. The earliest of which resulted from the Hudson Bay fur buying activity on the Dease River leading to the discovery of placer gold on McDame Creek in 1874.

R. Sylvester established a trading post at the mouth of McDame Creek in 1872. The post was taken over in 1875 by the Hudson Bay Company and maintained to 1943.

Placer gold was discovered on McDame Creek in 1874 and Walker Creek in 1877.

G. M. Dawson (1889), W. Pike (1896) and C. Camsell (1954) gave accounts of travel on and near Dease River before the turn of the century. The trail from Sandpile Creek, east of Deadwood Lake, to McDame and Lower Post was described by J.D. Moodie of the Royal North-west Mounted Police in a report on a trip from Edmonton to the Yukon (1899). Equipment for the construction of Watson Lake airport in 1941 was brought by barge down Dease River from Dease Lake to Lower Post. About this time a paddle-wheel steamer was used on Dease River between Lower Post and McDame Post. After limited service the steamer was wrecked in Two Mile Rapids.
 
 
 
 
Construction of the Alaska Highway in 1942-1943 contributed greatly to the development of the area. During the winter of 1946-47 Moccasin Mines Limited, with the assistance of the British Columbia government, constructed a road from the Alaska Highway to McDame Creek. This road provided the first all-land route to the area and thus stimulated prospecting and exploration.

The Cassiar Asbestos deposit was staked in 1950 and from that time the town of Cassiar grew until the mine closure in 1994.

In the middle years of the last century, helicopter usage facilitated access to the wilderness areas beyond the Stewart Cassiar Highway corridor and concomitantly geochemical survey techniques came into use. Unlike the development of the mining industry in the central parts of the province where many porphyry-type copper and copper-molybdenum deposits were discovered and, in many cases, placed in production, no similar mines resulted from that work. Several gold occurrences however received substantial amounts of exploration, and three. The Erikson, Cusac and Taurus  lode gold deposits were put into production and mined successfully for many years these mines are now on care and maintenance while exploration continues to look for new resources at these old mines

Mineral search in the Cassiar area has been mostly inactive in recent decades and, as a generalization, the area can be described as being “under-explored”.

Starting in year 2003, there has been a dramatic revival of prospecting activity in all of British Columbia. The Cassiar district has benefited from renewed enthusiasm and confidence within the mining industry that has resulted from the escalation of metal prices and the recovery of the junior mineral exploration sector. It has been the site of much claim staking and acquisition. One major advance exploration project, the Storie molybdenite deposit of Columbia Yukon Exploration Inc, has entered the Environmental Review process and several other smaller projects are currently in the planning and execution stages.

Description of Properties

Ownership Interest

On July 22, 2010, the Company purchased the Judy 1 claim tenure 735182 and the McDame Mountain claim tenure 821402 (collectively the ‘Judy Claims’) located in Northwest British Columbia, Canada from Mr. S.G. Diakow, an independent prospector. The Judy Claims are presently registered to Mr. S.G. Diakow and are held in trust for Dane Exploration Inc. A mineral exploration license is issued for one year. In order to maintain the claims, we must we must perform work on the claims or pay a fee in lieu of work expenditures. As long as the fees are paid, no work has to be performed to maintain the claims in good order. The renewal fees may increase in the future. The Judy Claims presently expire on July 19, 2011. We do not own any real property interest in the claims or any other property.  A copy of the agreement for the purchase of the Judy Claims is attached as Exhibit 10.2 to this Registration Statement.

The Company plans to explore and potentially develop the Judy Claims.  In order to maintain title in good standing it is necessary for us or our agent to perform and record physical or other acceptable work with a value of $3.90 per hectare during fiscal years 2011 to 2014 and $7.80 per hectare in subsequent years or pay the equivalent sum as cash in lieu of work. Failure to do work or pay the cash in lieu will result in forfeiture of title. These costs translate to $2,449 per year for fiscal years 2011 to 2014 and $$4,898 subsequently.




 
 
Access

The Judy Claims are located at high elevation in a dissected plateau terrane and for practical purposes are best accessed by 4 wheel drive vehicle or an all terrain vehicle. Highway 37, the old paved Stewart-Cassiar highway which was used to truck asbestos from the Cassiar Asbestos mine to the Pacific Ocean Port at Stewart, B.C. passes along the southern claim boundary of the Judy Claims. At this juncture an old mining road climbs McDame Mountain to the centre of the Judy Claims block. Over 90% of the claim block is above tree line. The claims can be easily worked by driving to the property and staying at either the village of Cassiar or at Jade City on Highway 37. A local labor force is available at the native village of Good Hope Lake 20 kilometers (12.5 miles) north along Highway 37 from the claim access road.

Climate and Vegetation

The Cassiar Mountains receive moderate precipitation but the bordering areas, Stikine Plateau to the west and Dease Plateau and Liard Plain to the east are relatively dry. Average annual precipitation over a 12-year period at Watson Lake in the Liard Plain, as reported by the Meteorological Division of the Canadian Department of Transport in 1954, was 16.75 inches. Of which 7.70 inches fell as snow (77inches of snow). In the Cassiar Mountains the average annual precipitation averages approximately between 20 and 30 inches per year.

June, July and August, are the warmest and wettest months during which unsettled weather is experienced and showers are frequent. In early August of 2009 temperatures of 85 degrees Fahrenheit (‘F’) were recorded on eight successive days. The average daily maximum temperature during the summer months, however, is generally between 50º and 70º F.

January and February are the coldest months and temperatures may fall below -60º F. Snowfall is light in Dease River valley west of the Horseranch Range and horses have wintered successfully without cut hay for many years near the north end of the range.

The months of June, July, August and September are most suitable for prospecting although snow may hamper work in the mountains until the middle of June and after mid-September.

Much of the area is below timber-line, about 4500 feet above sea-level. White spruce and cottonwood are the largest trees and grow mainly in the moist but well-drained stream valleys. Gravel and sand terraces flanking the main streams support a growth of lodgepole pine, trembling aspen, and some birch. Black spruce and larch are abundant in poorly drained areas. Larch is particularly abundant in the valleys of Red, Deadwood and lower Dease Rivers. Dwarf birch, willow, balsam fir, slide alder, and juniper are locally abundant near timber-line. Willow grows along most of the stream courses. Willow, Labrador tea, sedges cotton grass, and peat moss are common in swamps and bogs.

Grassy slopes and meadows are found in many parts of the area and the tree-line is commonly at about 1500 metres (5000 feet).







 
 
Figure 1 - Map of Canada


 


 

 
Figure 2 - Satellite of View of Claim Area




 

Figure 3 - Map of British Columbia



 
 
 

 
 

 
Figure 4a - Map of British Columbia showing Judy Claims
 
 
 
 
 

 
 
 
Figure 4b - Map of British Columbia Detailing Judy Claims Tenures
 
 
 
 

 
Physiography

The Cassiar Mountains occupy the southwest and southern parts of the McDame map sheet National Topographic Series (NTS) 104 P. This is a rugged region exhibiting many features typical of alpine glaciations and having a maximum relief of about 4,000 feet. The principle rivers flow through the mountains in deep, relatively broad, U-shaped valleys. All streams belong to the Arctic drainage system and flow into Liard River or its tributaries. Structural trends in underlying rocks appear to be a major control for valleys of the southeasterly flowing part of Red River, Wadin Creek, and streams east of Solitary Lake. Elsewhere stream directions and structural trends in underlying bedrock are apparently not related.

History

The area in proximity to the Taurus mine was undoubtedly prospected while that mine was in operation. We have found few records of such work, but it is a matter of record that there was work done at the Boomerang silver prospect (minfile no. 104P-112) in 1986 and records show the prospectors reported: a “chip sample over a highly mineralized zone assayed 5.965 grams (0.17 oz) per tonne gold and 1662.58 grams (53 oz) per tonne silver (Assessment Report 13056).” While Erikson Mines did explore the area directly adjacent to the Taurus mine, they focused the majority of their surveys southeast of the ground covered by the Judy Claims.

Geology and Mineral Potential of the Judy 1 and McDame Mountain Claim Area

The Judy Claims were located by map-staking following the British Columbia Mineral Titles Online process and have been examined by S.G. Diakow. They are situated northeast of the Cassiar Batholith and immediately west of the former Taurus Mine. The Judy Claims are located in Ancestral North America terrain in the northwesterly continuation of the Cassiar intrusives. Parts of the following discussion are derived from assessment reports filed by previous operators in the vicinity of the Judy Claims.

The Cornucopia occurrence, now called the Taurus Mine, is located on Quartzrock Creek about 9 kilometers east of Cassiar. The property was staked in 1935 and was a producing gold mine from1981 to March 1988 when it ceased mining, milling operations were halted in April 1988. The mine is located within the Sylvester allochthon, which is composed of Devonian-Triassic volcanic, sedimentary and ultramafic rocks, these are the same rocks that underlay the Judy Claims. The allochthon is locally bounded by the Cassiar batholilth to the west and overlies Paleozoic platformal rocks to the east. The geology around the Taurus mine is composed of massive to pillowed andesite to basalt flows.
 
Gold mineralization at the Taurus mine occurs in east striking quartz veins which dip 50 to 60 degrees to the south. The veins contain some calcite and commonly exhibit graphitic banding. Alteration, characterized by intense silicification, disseminated pyrite and carbonate alteration, forms 1 to 2 metre (3 to 6 feet) wide halos around the vein within the wall rock. The vein widths wary considerably but are generally from 50 centimetres (18 inches) to 2 metres (6 feet).

Sulphides occur as bands and blebs within zones 10 to 20 centimetres (4 to 8 inches) wide along the vein margins, and consist mainly of pyrite with minor tetrahedrite, sphalerite, arsenopyrite and chalcopyrite. Vein cores contain rare visible gold. Sampling in 1987 (Exploration in British Columbia, 1987) has shown that gold concentrations are greatest in the sulphide bands along the vein margins. The gold occurs as fine inclusions in pyrite, as fracture-fillings associated with tetrahedrite, sphalerite and chalcopyrite and associated with graphitic stringers in quartz veins (Grant, D.R. 1981).

The Taurus mine was developed on 5 levels from 1981 to 1988, obtaining ore from at least 6 different veins, with an average grade of 6 to 7 grams ( 0.175 to 0.20 oz) per tonne gold. Estimated reserves were 270,000 tonnes grading at 7.2 to 8.6 grams (0.21 to 0.251 oz) per tonne gold (Information Circular 1993-13, page 17). An inferred mineral reserve was calculated from 30 trenches and 19 diamond drill holes (George Cross News Letter No.237 (December10), 1993.
 
 
 
 
Total inferred reserves of the Taurus mine were 436,315 tonnes grading 7.19 grams of gold per tonne (0.210 oz/ton):

Zone Tonnage (tonnes) Grade (grams/tonne)   Ounces/ton
               
 
88-1
 
63497
 
8.22
 
0.239
 
88-1 south
 
45355
 
5.48
 
0.158
 
93-1
 
181420
 
6.17
 
0.181
 
93-1 south
 
63497
 
6.85
 
0.199
 
93-2A
 
29027
 
16.96 (cut)
 
0.493
 
93-2b
 
27213
 
5.38
 
0.158
 
93-2C
 
15420
 
8.43
 
0.245
 
93-2D
 
10885
 
7.57
 
0.222


Cyprus Canada Inc., under a joint venture agreement with International Taurus Resources Inc. and Cusac Gold Mines Ltd., completed a major drilling program (12,670 meters (41557 feet) in 78 drill holes) designed to delineate a large tonnage, low grade, bulk mineable (potentially heap leachable) gold deposit in the vicinity of the Taurus, Sable, and Plaza underground workings. The gold is contained in three zones (88 Hill, Taurus West, and BM) of pyritic  quartz veins and carbonate altered, fine grained pyritic volcanic rocks approximately 330 meters (1000 feet) apart and extending westward onto the property of Cusac Gold Mines.

The ground covered by the Judy claim group appears from maps in H. Gabrielse Memoir 319 to be underlain by Devonian Sylvester Group rocks that are in contact with Cassiar intrusives.

REFERENCES

Gabrielse. H., (1964, McDame Map Area, Cassiar District, British Columbia (104P), Geol. Surv. Canada, Memoir 319, 60 p.

Bostock, H. S., (1948), Physiography of the Canadian Cordillera, with special reference to the area north of the fifty-fifth parallel, Geol. Surv. Canada. Memoir 247, 101 p.

Christie. R. L., (1957), Bennett, Cassiar District, British Columbia, Geol. Surv. Canada preliminary series map 19-1957.

Howell, William A.: Bridge, David J., (1995), Assessment Report on Diamond Drilling Performed by International Taurus Resources Inc. on the Cornucopia Claim Group, Liard Mining District. Assessment Report 24222. submitted to Ministry of Energy and Mines

1987 British Columbia Department of Mines Assessment Reports, Assessment Report on Diamond Drilling Performed by International Taurus Resources Inc. on the Cornucopia Claim Group, Liard Mining District. Assessment Report 16777 submitted to Ministry of Energy and Mines.

Regional Geology

Within the Cassiar–area, stratified, consolidated rocks of marine origin range in age from Proterozoic to Mississippian. The assemblage has been folded and faulted, and intruded by Mesozoic granitic rocks. The Intermontane Belt at this latitude is composed of predominantly Mesozoic arc volcanic and arc-derived sedimentary rocks some Tertiary sediments and basalts occur locally.



 
 
The Cassiar mining district is geologically varied and complex (Figure 5). It is bordered to the west by a series of small mountain ranges raised plateau’s and large fjord like lakes including some that are over a hundred miles in length. The plateaus are dominated by Mesozoic strata of mixed volcanic and volcanogenic formations. The central sector is a more mature terrain underlain by Devonian and Mississippian meta sediments of the Sylvester Group whereas the Intermontane Belt at this latitude is composed of predominantly Mesozoic arc volcanic and arc-derived sedimentary rocks. Sylvester Group sedimentary rocks of oceanic origin are intruded by the Cassiar Batholith. These intrusive rocks are made up of Quartz monzonite, granodiorite, granite, pegmatites, aplite and porphyritic granite.

The district is structurally complex, with numerous northwesterly-striking fault complexes, some of which are of crustal scale and profound and can be traced far from the area of concern in this report, others are splays that create imbrications or slivers of the various formations.

Several contrasting geological terrains are present in the Cassiar (Liard) mining district. Each has the potential to host important mineral deposits. Gold quartz veins are found where granitic intrusions are in contact with Meta sediments but are mainly significant as probable sources of placer gold. Other possible deposits include molybdenum, asbestos magnesium, and massive sulphide copper–zinc deposits.
The strong fault zones and related structures offer opportunities to locate mineral deposits associated with hydrothermal systems that may have exploited the fractures and other weaknesses.













 




 
Figure 5 -  GEOLOGY OF JUDY CLAIMS








 

 
LEGEND FOR GEOLOGY MAP

Red Color
JURASSIC AND/OR CRETACEOUS
Cassiar Intrusions: Quartz monzonite, granodiorite; granite, pegmatite, aplite, porphyritic granite

Green Color
DEVONIAN AND MISSISSIPPIAN
Sylvester Group: greenstone, chert-quartz arenite, chert, argillite, slate, quartzite, greywacke, limestone, conglomerate.

Magenta color
ORDOVICIAN, SILURIAN AND DEVONIAN
Sandpile Group: dolomite, cherty dolomite, dolomite breccias, sandy dolomite, dolomitic sandstone, sandstone, quartzite.

Blue Color
LOWER CAMBRIAN
Limestone, dolomite, slate, argillite; sandy limestone, red and green slate, shale, limestone.

(Source: geology by L.L. Price, 1949 and H. Gabrielse, 1950 – 1954)


Overview of Regulatory, Economic and Environmental Issues

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The process of posting the area is known as staking.
  
All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Un-granted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the company's property, that is the Province of British Columbia. In the nineteenth century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The company's property is one such acquisition. Accordingly, fee simple title to the company's property resides with the Crown.

Underground metal mines generally involve higher grade ore bodies. Less tonnage is mined underground, and generally the higher grade ore is processed in a mill or other refining facility. This process results in the accumulation of waste by-products from the washing of the ground ore. Mills require associated tailings ponds to capture waste by-products and treat water used in the milling process.

Capital costs for mine, mill and tailings pond construction can easily run into the hundreds of millions of dollars. These costs are factored into the profitability of a mining operation. Metal mining is sensitive to both cost considerations and to the value of the metal produced. Metals prices are set on a world-wide market and are not controlled by the operators of the mine. Changes in currency values or exchange rates can also impact metals prices. Thus changes in metals prices or operating costs can have a huge impact on the economic viability of a mining operation.


 


 
Environmental protection and remediation is an increasingly important part of mineral economics. Estimated future costs of reclamation or restoration of mined land are based principally on legal and regulatory requirements. Reclamation of affected areas after mining operations may cost millions of dollars. Often governmental permitting agencies are requiring multi-million dollar bonds from mining companies prior to granting permits, to insure that reclamation takes place. All environmental mitigation tends to decrease profitability of the mining operation, but these expenses are recognized as a cost of doing business by modern mining and exploration companies.

Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. We conduct our operations so as to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.
 
Every mining activity has an environmental impact. In order for a proposed mining project to be granted the required governmental permits, mining companies are required to present proposed plans for mitigating this impact. In the British Columbia, where our properties are located, no mine can operate without obtaining a number of permits. These permits address the social, economic, and environmental impacts of the operation and include numerous opportunities for public involvement and comment.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment.

Examples of regulatory requirements include:

 
1.
Water discharge will have to meet water standards;
 
2.
Dust generation will have to be minimal or otherwise re-mediated;
 
3.
Dumping of material on the surface will have to be re-contoured and re-vegetated;
 
4.
An assessment of all material to be left on the surface will need to be environmentally benign;
 
5.
Ground water will have to be monitored for any potential contaminants;
 
6.
The socio-economic impact of the project will have to be evaluated and, if deemed negative, will  have to be re-mediated; and
 
7.
There will have to be a report on the impact of the work on the local fauna and flora.


 


 
 
Plan of Exploration

A detailed plan of exploration for our properties can be found further in this Prospectus on page 63 under the section titled “Management’s Discussion and Analysis”.

Glossary of Certain Technical Terms

Many of the following terms and definitions have been taken from Glossary of Geology, Fourth Edition, Julia A. Jackson, editor, American Geological Institute, Alexandria, Virginia, 1997 and may have been used in the technical descriptions in this registration statement.
 
Aplite
In petrology, the name given to intrusive rock in which quartz and feldspar are the dominant minerals.
   
Assay   
A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
   
Basalt
Basalt is a common extrusive volcanic rock. It is usually grey to black and fine-grained due to rapid cooling.
   
Base metal   
Any non-precious metal (e.g. copper, lead, zinc, nickel, etc.).
   
Batholith
A body of crystalline plutonic rock, may be homogeneous or compounded from more than one magmatic source: area in outcrop or subcrop in excess of 100 square kms.
   
Development
Work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.
   
Devonian
The Devonian is a geologic period and system of the Paleozoic Era spanning from 416 to 359.2 million years ago.
 
 
Diamond Drill
a rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.
   
Dilution
rock that is, by necessity, removed along with the ore in the mining process, subsequently lowering the grade of the ore.
   
Dip
the angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike. A vein is a mineralized zone having a more or less regular development in length, width and depth, which clearly separates it from neighboring rock. A strike is the direction or bearing from true north of a vein or rock formation measured on a horizontal surface.   
   
Disseminated
Ore
Ore carrying small particles of valuable minerals spread more or less uniformly through the host rock.
   
Drift
A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.
   
Epithermal
Refers to the process of near surface ore deposition by fluids from an intrusive source, see also mesothermal; said of a mineral deposit formed within about 1km of the earth’s surface and in the temperature range 50-200 degrees C. occurring mainly as veins. Also said of that environment.
   
Exploration
Work involved in searching for ore, usually by drilling or driving a drift.
 
 
 
 
 
Footwall
The rock on the underside of a vein or ore structure.
   
Fracture
A break in the rock, the opening of which allows mineral bearing solutions to enter. A “cross-fracture” is a minor break extending at more-or-less right angles to the direction of the principal fractures.
   
Free Milling
Ores of gold or silver from which the precious metals can be recovered by concentrating methods without resort to pressure leaching or other chemical treatment.
   
Geophysical
Survey
Indirect methods of investigating the subsurface geology using the applications of physics including electric, gravimetric, magnetic, electromagnetic, seismic, and radiometric principles.
   
Grade   
The average assay of a ton of ore, reflecting metal content.
   
Granite
A common, coarse-grained, light-colored, hard igneous rock consisting chiefly of quartz, orthoclase or microcline, and mica.
   
Granodiorite
Granodiorite (rock), medium- to coarse-grained rock that is among the most abundant intrusive igneous rocks.
   
Host Rock
The rock surrounding an ore deposit.
   
Intrusive Rocks
A rock formation that intrudes into a host rock. A body of igneous rock is formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.
 
 
Limestone
A bedded, sedimentary deposit consisting chiefly of calcium carbonate.
   
Lode   
A mineral deposit in solid rock.
   
Massive sulphide
Massive sulfide ore deposits are a type of metal sulfide ore deposit, mainly Cu-Zn-Pb.
 
 
Mesothermal
Refers to a mineral deposit formed at moderate depth hence at “moderate” temperature and pressures. Said of a hydrothermal mineral deposit formed at considerable depth and in the temperature range of 200-300 degrees C. Also said of that environment.
   
Mesozoic
The Mesozoic Era is a period from about 250 million years ago to about 67 million years ago. It is called the Age of Dinosaurs because most dinosaurs lived in this period.
   
Metasediments
 In geology, metasediment is sediment or sedimentary rock that shows evidence of having been subjected to metamorphism.
   
Mill
A processing plant that produces a concentrate of the valuable minerals or metals contained in an ore. The concentrate must then be treated in some other type of plant, such as a smelter, to affect recovery of the pure metal, recovery being the percentage of valuable metal in the ore that recovered by metallurgical treatment.
   
Mine
Development
The work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.
   
Mineral
A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal forms.
 
 
 
 
Mineral
Reserve
The economically mineable part of a measured or indicated mineral resource. Appropriate assessments, often called feasibility studies, have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social, and governmental factors. These assessments demonstrate, at the time of, that extraction is reasonably justified. Mineral reserves are sub-divided, in order of increasing confidence, into probable and proven categories. A probable reserve is the economically mineable part of an indicated (and in certain circumstances, measured) resource. A proven reserve is the economically mineable part of a measured resource.
   
Mineral
Resource
A deposit or concentration of natural, solid, inorganic or fossilized organic substance in such quantity and at such grade or quality that extraction of the material at a profit is currently or potentially possible. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. An inferred resource designation comes from limited sampling data insufficient for verification of deposit quantity and quality, but it is usually supported by limited geological, geochemical and geophysical data. An indicated resource designation comes from sampling data spaced closely enough to allow certain assumptions of deposit quantity and quality and to clearly establish its mineral content. Finally, a measured resource designation comes from sampling data spaced closely enough to allow confirmation of deposit quantity and quality and to allow a preliminary evaluation of the economic viability of the deposit.
 
 
Mineralized
Material
Deposit
A mineralized body, which has been delineated by appropriate drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Under SEC or standards, such a deposit does not qualify as a reserve until a comprehensive evaluation, based upon unit cost, grade, recoveries, and other factors, conclude economic feasibility.
   
Mississippian
The fifth period of the Paleozoic Era beginning about 350 million years ago and ending about 320 million years ago. The Mississippian System (referring to rocks) or Period (referring to the time during which these rocks were deposited) is employed in North America as the lower (or older) subdivision of the Carboniferous, as used in Europe and on other continents.
   
Pegmatites
A pegmatite is a very coarse-grained, intrusive igneous rock composed of interlocking grains usually larger than 2.5 cm in size.
   
Porphyritic
Granite
Granite rock with two grain sizes, containing large crystals (phenocrysts) of orthoclase feldspar (reddish) and smaller granite-size grains of quartz.
   
Proterozoic
The Proterozoic eon is an interval of geologic time of nearly 2 billion years extending from about 2500 million years ago (‘mya’) to about 542 mya.
   
Quartz
monzonite
Quartz monzonite (or adamellite) is an intrusive igneous rock that has an approximately equal proportion of orthoclase and plagioclase feldspars.
   
Tertiary
Sediments
the Tertiary record of the sediments is essentially restricted to the Paleogene strata (namely, those of Paleocene–late Oligocene age).




 
 
 
There are no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our officer and director, or any registered or beneficial shareholders are an adverse party or has a material interest adverse to us.
 
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
No Public Market for Common Stock
 
There is presently no public market for the common stock. Dane anticipates applying for trading of the common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms a part. However, Dane can provide no assurance that its shares will be traded on the OTCBB or, if traded, that a public market will materialize.
 
Holders of the Common Stock
 
As of the date of this registration statement, Dane had one (1) registered shareholder.  David Christie, sole officer and director currently owns 50,000,000 common shares, which represent 100% of the issued and outstanding common stock.  

Dividend Policy
 
We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on the financial condition, operating results, capital requirements and other factors that our board deems relevant. We have never declared a dividend.

Equity Compensation Plan

To date, Dane has no equity compensation plan, has not granted any stock options and has not granted registration rights to any person(s).




 
 

 







 
 
FINANCIAL STATEMENTS
 
Our financial statements, together with the report of auditors, are as follows:
 
 
INDEX TO
FINANCIAL STATEMENTS

 
Page
   
Financial Statements for the three month period from October 1, 2010 to December 31, 2010 and the Exploration Stage period of March 3, 2010 to December 31, 2010:
 
   
   
   
   
   
   
Financial Statements for Dane Exploration Inc.’s first fiscal year ended September 30, 2010 and the Exploration Stage period of March 3, 2010 to September 30, 2010:
 
   
   
   
   
   
   


 
 
 

 


 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)
 
Balance Sheets
 
   
December 31,
2010
(Unaudited)
   
September 30,
2010
(See Note 1)
 
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 4,295     $ 12,367  
Prepaid expenses
    1,850       -  
Total current assets
    6,145       12,367  
                 
Total assets
  $ 6,145     $ 12,367  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
CURRENT LIABILITIES
               
Advances from shareholder (Note 6)
  $ 725     $ -  
Total current liabilities
    725       12,367  
Total liabilities
  $ 725     $ 12,367  
                 
COMMITMENTS AND CONTINGENCIES (Note 5)
    -       -  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)
               
Common shares, 250,000,000 shares with par value $0.001 authorized, 50,000,000 shares issued and outstanding at December 31 and September 30, 2010 (Note 7)
    50,000       50,000  
Paid-in Capital (Note 7)
    (25,000 )     (25,000 )
Accumulated deficit in the exploration stage
    (19,580 )     (12,633 )
Total stockholders’ equity (deficit)
    5,420       12,367  
                 
Total liabilities and stockholders’ equity
  $ 6,145     $ 12,367  





 




The accompanying notes to financial statements are an integral part of these financial statements


 
(An Exploration Stage Company)
 
Statements of Operations
(Unaudited)

   
Three months
ended
December 31,
2010
   
March 3, 2010
(inception) through
December 31,
2010
 
             
EXPENSES:
           
Exploration expenses
  $ 572     $ 572  
Professional fees
    5,000       10,000  
Administrative expenses
    1,375       1,508  
Impairment of mineral properties
    -       7,500  
Total expenses
    6,947       19,580  
                 
Net (loss) from Operations
    (6,947 )     (19,580 )
                 
Net (loss)
  $ (6,947 )   $ (19,580 )
                 
Loss per common share (basic and diluted)
  $ Nil          
                 
Weighted average shares outstanding (basic and diluted)
    50,000,000          






 



 




The accompanying notes to financial statements are an integral part of these financial statements


 
(An Exploration Stage Company)
 
Statements of Cash Flows
(Unaudited)

   
Three months
ended
December 31,
2010
   
March 3, 2010
(inception) through
December 31,
2010
 
             
Cash flows from operating activities:
           
Net loss for the period
  $ (6,947 )   $ (19,580 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Mineral property impairments
    -       7,500  
Prepaids
    (1,850 )     (1,850 )
Net cash (used) by operating activities
    (8,797 )     (13,930 )
                 
Cash flows from investing activities:
               
Purchase of Mineral Property Claim
    -       (7,500 )
Net cash (used) by investing activities
    -       (7,500 )
                 
Cash flows from financing activities:
               
Advances from shareholder
    725       725  
Common stock issued for cash
    -       25,000  
Net cash provided by financing activities
    725       25,725  
                 
Net increase (decrease) in cash
    (8,072 )     4,295  
                 
Cash, beginning of period
    12,367        
                 
Cash, end of period
  $ 4,295     $ 4,295  









The accompanying notes to financial statements are an integral part of these financial statements


 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Notes to Financial Statements
(Unaudited)
 
 
Note 1 – Operations

Organization and Description of Business

Dane Exploration, Inc. (“Dane”, “We”, the “Registrant”, or the “Company”) was incorporated in the State of Nevada on March 3, 2010. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings, nor has it been involved in any reclassification, consolidation, or merger arrangements. The financial statements included herein have been prepared by Dane Exploration, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States and should be read in conjunction with our audited financial statements for our fiscal year ended September 30th (which are also included in this registration statement).

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purposes of acquiring exploration and development stage mineral properties. The Company has begun implementation of its strategic plans and has purchased mineral exploration claims in Northwest British Columbia, Canada.


Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.

The results of operations for the interim period is not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim period included, and are of a normal recurring nature.

This summary of significant accounting policies is presented to assist in understanding Dane Exploration Inc.’s financial statements. The financial statements reflect the following significant accounting policies:

Exploration Stage Company

The Company is an exploration stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.




 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Notes to Financial Statements
(Unaudited)


Exploration Costs and Mineral Property Right Acquisitions

The Company purpose is primarily the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under ASC 360-10-35. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Basic and Diluted Net Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by common stock equivalents.

Estimated Fair Value of Financial Instruments

The  carrying  value  of  accounts  payable,  and  other  financial  instruments reflected  in  the  financial  statements  approximates  fair  value  due  to the short-term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.



 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Notes to Financial Statements
(Unaudited)
 
 
Valuation of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Start-up Costs

The Company expenses the cost of start-up activities, including organizational costs, as those costs are incurred.

Foreign Currency
 
The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

 
(i)
Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
 
(ii)
Non-Monetary items including equity are recorded at the historical rate of exchange; and
 
(iii)
Revenues and expenses are recorded at the period average in which the transaction occurred.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.

Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.

Recent Accounting Pronouncements

Various accounting pronouncements have been issued during 2010, none of which are expected to have a material effect on the financial statements of the Company.

Other

The Company consists of one reportable business segment.

We did not have any off-balance sheet arrangements as of December 31, 2010.



 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Notes to Financial Statements
(Unaudited)


Note 3 – Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had a net loss for the three months ended December 31, 2010 of $(6,947) and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of stockholders of the Company. As of December 31, 2010, we projected the Company would need additional cash resources to operate during the upcoming 12 months. The Company intends to attempt to acquire additional operating capital through shareholder loans from its president and private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will successfully raise sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


Note 4 – Acquisition of Mineral Properties and Impairments on  Mineral Properties

On July 22, 2010, the Company purchased the Judy Mineral Claims located in Northwest British Columbia, Canada from an independent prospector. As reported at year-end September 30, 2010, the Company does not yet have sufficient geological evidence to establish a reserves estimate. Accordingly, the Company recorded an impairment loss of $7,500 against the mineral property asset as of September 30, 2010.


Note 5 – Commitments and Contingencies

During the period ended December 31, 2010, we filed a claim extension for Judy 1 claim Tenure 735182 and it was extended from March 26th, 2011 to July 19, 2011. The McDame Mountain claim tenure 821402 also has an expiry date July 19, 2011. In order to maintain title in good standing it is necessary for the Company or its agent to perform and record physical or other acceptable work with a value of $3.90 per  hectare during fiscal years 2011 to 2014 and $7.80 per hectare in subsequent years or pay the equivalent sum as cash in lieu of work. Failure to do work or pay the cash in lieu will result in forfeiture of title. These costs translate to $2,449 per year for fiscal years 2011 to 2014 and $$4,898 subsequently.


Note 6 – Advances from Shareholder

During the three months ended December 31, 2010, our CEO advanced $725 to the Company. These advances are non-interest bearing and payable on demand.
 
 





 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Notes to Financial Statements
(Unaudited)


Note 7 – Common Stock

On July 16, 2010 the Company issued 50,000,000 shares of its common stock to its President for cash. This transaction was valued at a board approved value of $0.0005 per share for total proceeds of $25,000. Because the transaction price of the founder’s shares was below par value of $0.001, a discount to Paid in Capital of $(25,000) has been recorded.






 
 
 
 
 
 
 
 

 
 
 
 

 





 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)

Report of Independent Registered Public Accounting Firm


To Board of Directors and
Stockholders of Dane Exploration Inc.
(an Exploration Stage Company)

We have audited the accompanying balance sheet of Dane Exploration Inc. (an Exploration Stage Company) (the Company) as of September 30, 2010, and the related statements of operations, stockholders’ equity, and cash flows for the year ended September 30, 2010, and for the period from March 3, 2010 (date of inception) to September 30, 2010. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dane Exploration Inc. (an Exploration Stage Company) as of September 30, 2010, and the results of its operations and its cash flows for the year ended September 30, 2010 and for the period from March 3, 2010 (date of inception) to September 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the Notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Madsen & Associates CPAs, Inc.

Madsen & Associates CPAs, Inc.
Salt Lake City, Utah
February 2, 2011






 
 
DANE EXPLORATION INC.
(An Exploration Stage Company)
 
Balance Sheet
 
   
September 30,
2010
 
ASSETS
     
       
CURRENT ASSETS
     
Cash
  $ 12,367  
Total current assets
    12,367  
         
Total assets
  $ 12,367  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
         
COMMITMENTS AND CONTINGENCIES (Note 5)
    -  
         
STOCKHOLDERS’ EQUITY
       
Common shares, 250,000,000 shares with par value $0.001 authorized, 50,000,000 shares issued and outstanding at September 30, 2010 (Note 7)
    50,000  
Paid-in Capital (Note 7)
    (25,000 )
Deficit accumulated during the exploration stage
    (12,633 )
Total stockholders’ equity
    12,367  
         
Total liabilities and stockholders’ equity
  $ 12,367  















The accompanying notes to financial statements are an integral part of these financial statements


 
DANE EXPLORATION INC.
(An Exploration Stage Company)
 
Statements of Operations

   
Year ended
September 30,
2010
   
March 3, 2010
(inception) through
September 30,
2010
 
             
EXPENSES:
           
Professional fees
  $ 5,000     $ 5,000  
Administrative expenses
    133       133  
Impairment of mineral properties
    7,500       7,500  
Total expenses
    12,633       12,633  
                 
Net (loss) from Operations
    (12,633 )     (12,633 )
                 
Net (loss)
  $ (12,633 )   $ (12,633 )
                 
Loss per common share
  $ Nil          
                 
Weighted average shares  Outstanding
    18,160,377          




 
 
 

 








The accompanying notes to financial statements are an integral part of these financial statements


 
DANE EXPLORATION INC.
(An Exploration Stage Company)
 
Statement of Stockholders’ Equity
From March 3, 2010 (Inception) through September 30, 2010

   
 
 
Common
Shares
   
 
 
Common
Stock
   
 
 
Paid-in
Capital
   
Deficit
Accumulated
During
Exploration
Stage
   
 
Total
Stockholders’
Equity (Deficit)
 
                               
Balance at March 3, 2010 (inception)
                             
Common shares issued for cash at $0.0005 July 16, 2010
    50,000,000     $ 50,000     $ (25,000 )   $     $ 25,000  
Net loss for year ended September 30, 2010
        $     $     $ (12,633 )   $ (12,633 )
Balance, September 30, 2010
    50,000,000     $ 50,000     $ (25,000 )   $ (12,633 )   $ 12,367  



 
 
 
 
 
 
 

 




The accompanying notes to financial statements are an integral part of these financial statements


 
DANE EXPLORATION INC.
(An Exploration Stage Company)
 
Statements of Cash Flows

   
 
Year ended
September 30,
2010
   
March 3, 2010
(inception) through
September 30,
2010
 
             
Cash flows from operating activities:
           
Net loss for the period
  $ (12,633 )   $ (12,633 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Mineral property impairments
    7,500       7,500  
Net cash (used) by operating activities
    (5,133 )     (5,133 )
                 
Cash flows from investing activities:
               
Purchase of Mineral Property Claim
    (7,500 )     (7,500 )
Net cash (used) by investing activities
    (7,500 )     (7,500 )
                 
Cash flows from financing activities:
               
Common stock issued for cash
    25,000       25,000  
Net cash provided by financing activities
    25,000       25,000  
                 
Net increase (decrease) in cash
    12,367       12,367