Horn Silver Mines, Inc. (Horn Silver) was incorporated under the laws of the state of Utah in 1971. In July, 1974, Horn Silver negotiated the acquisition of two mining contracts to mine and operate the old Horn Silver Mine properties consisting of 240 patented mining claims located near Frisco, Utah, in the San Francisco Mining District of Beaver County, Utah.

On August 12, 1980, Horn Silver completed a Regulation A offering of its common stock. Horn Silver sold the entire offering of 50 million shares at a price of $0.02 per-share. The net cash proceeds from this offering to Horn Silver, after deducting underwriting commissions and other expenses of the offering, was $815,800. Horn Silver used $ 200,000 of the net proceeds to exercise the option to purchase a 40% interest in the 240 mining claims from Wangenheim & Wagner, a California limited partnership.

On June 30, 1983, stockholders of Horn Silver approved a proposed merger between Horn Silver and Tintic Mineral Resources Inc. As a result of the merger, Tintic was merged into Horn Silver. Horn Silver became the surviving corporation. Under the terms of the merger agreement, the holders of Tintic common stock became entitled to five shares of Horn Silver common stock for each of their shares of common stock. The principal asset of Tintic was a 60% interest in the Horn Silver Mine properties. As a result of this merger Horn Silver Mines, Inc. acquired the balance of a 100% interest in the 240 mining claims.

In 1989, Horn Silver acquired a one half interest in the Imperial Mine and adjacent mining claims that adjoin Horn Silver Mine properties. The Imperial mine consists of seven patented mining claims covering 105 acres.

Between 1989 and 1997 considerable exploration was conducted on the mining claims by both Horn Silver and third party lessees. A