Business Plan

SMALL SCALE MINING PROJECT (50-100 TPD)

XYZ MINERAL DEPOSIT CANCAHORAO, BALENO MASBATE PROVINCE

Pearl Asian Mining Industries, Inc. Brgy. Manlauyan, Gango, Libona Bukidnon, Mindanao Island, Philippines Telephone : +(888) 558-1288 Fax : +(888)-588-0854 E-Mail : pearlmining@gmail.com

1.0 Brief Company Description

Pearl Asian Mining Industries, Inc. (PEARL), a mining company duly registered with the Securities and Exchange Commission of the Philippines is engaged in Mineral Exploration, Development, Mining, Processing, Property Acquisition, and Marketing of Products.

Contact Person/s

: DATU MAMADBAD Vice-Chairman

: MARI LOU COLOSO, CPA Chief Financial Officer

: GEORGE FAUSTINO S. CARPIO JR., Chief Executive Officer

: JOSE PANGILINAN, On Site XYZ Field Liaison

2.0 Name and Location of the Project:

BALENO GOLD PROJECT-XYZ Mineral Deposit Bgy. Cancahorao, Municipality of Baleno, Province of Masbate Philippines

3.0 Current Tenement Portfolio-Masbate, Philippines:

Small Scale Mining Permit Mineral Production Sharing Agreement Exploration Permit Application (EPA)

20.0000 Hectares 72.0000 Hectares (incl. SSMP) 1,807.4773 Hectares

4.0 Project Site Location

The XYZ Gold prospect is located in Bgy. Cancahorao, Municipality of Baleno, Province of Masbate, Island of Masbate in the eastern side of Bicol Region and south most position of Luzon Island. It is situated in the boundary of Bgy. Mapina of Masbate City nd Bgy. Canjunday and Bgy. Gangao of Baleno Municipality. It is a accessible by air via regular commercial flight from Manila to Masbate City and then by land to Bgy. Mapina approximately 24 kms. Diatance from Masbate City and by 2 hrs travel on foot through a undulating topography at elevation of about 300 m above sea level. The mining area of approximately 20 hectares is located at the hinterland of Bgy. Cancahorao while the processing plant occupying a land area of approximately 1.5 hectares will be located in Bgy. Mapina, approximately 350 meters away from the community proper and the provincial hi-way.

5.0 Recent Exploration Activities:

Referring to the Geological report of the Geologist, the present Geologic Resource of XYZ mine is about 1.5 Million tons at a grade of 3.04 g/t-Gold and 19.96 g/t-Silver (Table 1). Our interpretation or projection as to Mineable Resource (Projected to be mined or extracted) is about 446,592 tons at a grade of 5.13 g/t-Gold and 31.14 g/t-Silver (Table 2). The Mineable resource are categorized into Low grade source of about 120,000 tons at a grade of 1.84 g/t-Au; 14.50 g/t-Ag and the High grade source of about 326,592 tons at a grade of 6.34 g/t-Au; 37.24 g/t-Ag, the former could be mined for heap leaching process and the latter for the conventional method. Abandoned Tunnels 3 and 4 are included in the projected high grade Zone. The High grade Zone or Block of Mineable resource of 326,592 tons using interpolation started from Trench no. 1 at elevation 220 m. up to Trench no. 4 at elevation 300 m. with a strike length of 400 meters. The 400 m. strike length was projected downward until elevation 160 m. where abandoned Tunnel no. 1 is situated.

The Average Grade of the block of 6.34 g/t-Au; 37.24 g/t-Ag, were derived from the surface and from Tunnels 3 and 4 samples. The Block grades were projections and will be confirmed once the Tunnels are rehabilitated and sampled.

Table 1. Geologic Resource/Reserve Reserve Category Measured Indicated Tons 40,500 263,250 g/t Au 18.48 5.02 g/t Ag 103.71 30.24 Ppm Cu 33.04 9.08

Inferred

1,224,450

2.10

14.98

29.02

Total (Meas + Ind) Total Resource

303,750 1,528,200

6.82 3.04

40.04 19.96

12.27 25.69

Table 2. Mineable Resource/Reserve (Measured + Indicated Only)

Mining Phase Phase 1(Trenching) Phase 2 (Sub-level Caving) Phase 3 (Decline & Sublevel Stoping) *Low Grade Resource (Trenching) for Heap Leach Operations Total Resource

Tons 14,580 95,337 216,675 120,000 446,592

g/t Au 7.73 8.67 5.22 1.84 5.13

g/t Ag 44.89 50.34 30.96 14.50 31.14

Ppm Cu 13.90 15.59 9.41

11.41

* Estimate is based on projections derived from Trench 1 down to Tunnel 1 and possibly beyond tunnel 1 extending east and is subject for field investigation.
5.0 Cost Estimate for further Exploration: a. For Rehabilitation-Exploration of Each Tunnel b. For Geophysics, incl. the 1,800 hectares EPA c. Diamond Drilling, EPA included d. Geologic Mapping, EPA included 6.0 Remarks for Geological Reserve: Basing on the initial Exploration results, the XYZ Mineral deposit is an epithermal vein type deposit. Extent of the deposit at depth must be further studied through rehabilitation of old tunnels and core drilling to acquire more geological data and increase resource potential. 7.0 Prepared for : By PEARL ASIAN MINING INDUSTRIES, INC. : GEORGE FAUSTINO S. CARPIO, JR., GOLD MAPPER CEO/ PRESIDENT US $ 50,000.00 US $ 180,000.00 US $ 300,000.00 US $ 100,000.00

I.

EXPLORATORY MINING Summary

The XYZ Mineral Deposit which is located in Barangay Cancahorao, Municipality of Baleno, Province of Masbate, Masbate Island, Philippines is considered a widely mineralized area and identified as a major deposit of gold and silver and reasonable copper. It has been explored by several known mining and geological institutions such as the Atlas Consolidated Mining Development Co. (ACMDC), a local mining company that operates the Masbate Gold Operations in Aroroy, Masbate during the 80s and 90s whose mining site is further north of the claim area and by the RP-JICA, a joint Philippine-Japan Geological Institution which indicated the area to be highly altered and well mineralized and presence of precious metals such as gold, silver, copper including titanium is noticeably abound. The area was known to have been mined by coyote or rough method during the pre-war time as evidenced by a number of working tunnels uncovered in the area and past historical data gathered from local residents. Pearl Asian Mining Industries, Inc (PEARL) a wholly owned Filipino mining company became interested of the mining area in year 2004 and filed a Mineral Production Sharing Agreement (MPSA) application covering an area of 72 hectares on the XYZ Mineral Deposit whose application is now nearing approval by the Department of Environment and Natural Resources-Mines and Geosciences Bureau (DENR-MGB). A Small Scale Mining Permit issued by the Provincial government covering 20 hectares inside the 72 hectares application was granted for the purpose of assuring the hold of the company, to initially start geological investigation and to be able to start a modest operation until such time that the MPSA is granted. Two Exploration Permit applications (EPA) at the north-northeast of the same mineral area were also applied thus increasing the tenement portfolio of the company at 2,000 hectares. PEARL Asian Mining conducted two field geological investigations over the 20 hectares area of the MPSA application and a total of 123 samples at surface and outcrops were collected. During the conduct of the exploration, 4 tunnels were found which were partly inspected while 5 old trenches were also uncovered. From the surface and outcrop samples collected a grade up to 94 grams gold per ton of ore and up to 608 grams silver per ton of ore were analyzed. These interesting results have encouraged the company to the point that a second exploration program was made. Two more tunnels and six more old trenches were found. These geological activities include only a semidetailed geologic mapping, topographic mapping, trenching and channel sampling and plan has been programmed to rehabilitate and explore the uncovered tunnels whose entrance is difficult to access due to collapsed portals. A more detailed Geological Report can be made available for reference. From these geological findings, a resource/reserve estimate was calculated and finally a more realistic data was obtained using polygon approach and with several considerations taken hence defining the estimate on the basis of three (3) categories, measured, indicated and inferred (see attached table 1). The resource estimate was further refined and a mineable reserve was produced using geologic reserve interpellation. The first mining plan that was envisaged was the inception of a small-scale operation between

50 to 100 tpd of gold ore using a conventional cyanidation process from a mineable resource of 327,000 tonnes (measured + indicated resource) grading at 6.34 gpt Au and 37.24 gpt Ag. Mining method applicable would be a combination of selective open cast/trenching method and sub-level caving method. This gave a Capital requirement of $300 million dollars using second hand equipments. This project is quite robust, economically viable and showed interesting return of investment with a Net Income after tax of $2.5 million after the three years of operations. The Philosophy of the company is to commence mining whatever viable reserve is available and continue with exploration which would be financed internally to increase the resource since the potential of the area is overwhelming. The project can be implemented over a 5 months period of construction and development upon firm availability of Capital.

II.

General Company Description

PEARL Asian Mining Industries, Inc. (PEARL) is a mining company engaged in exploration, development, mining, processing, property acquisition, marketing of products, beneficiation of small-scale mining operations and revitalization of old and abandoned mining properties into profit generating business in collaboration with the Philippine Government. PEARL Asians vision and mission for the development of the mining industry is to partner with the Philippine Government in order to acquire abandoned mines with known and proven reserves left for centuries. Similarly, develop an environmentally friendly and sustainable operation adopting the best mining practice projecting low Capital Cost projects yet income generating Business Company with optimization in the extraction of valuable minerals while at the same time aiming to provide community upliftment by strengthening local governance and enhancement of the living standards of the employee and community as a whole into sustainable economic growth. The Small Scale Mining Project would be a catalyst into providing initial investment for the development of the main mining operations and serve as the engine for growth in the establishment of the community social services in support to the 10 point legacy program of the GMA government. Several livelihood projects have been envisioned more particularly once the Main Project proceeds and this would include as follows: 1. Livestock/Goat Raising Project 2. Fresh Water Fish Culture using ponds. 3. Reforestation/USUFRUC Projects 4. Cooperative Development Projects 5. Upland Farming introducing SALT technology propagating high value crops 6. Revolutionizing of an Agri-Farm projects. 7. Development of cottage industry 8. Development of mining supplies such as Activated Carbon, Lime & Material for erosion control using local material sources. 9. Training development programs If financing deals is somehow perfected, this becomes the first PEARL Asian Mining Large Scale Gold Mining Company to be engaged on the extraction and production of precious metals, gold and silver with bullion bars as the finished product. The ex-plant product that will be shipped to refineries will have a purity of 60 % Au and 36 % Ag. The high demands for metals particularly with the continuing economic boom in China and India as well as the open policy of GMA government following the revitalization of mining in the

Philippines would remain this business highly active and attractive for investment. This could then bolster the price of precious minerals which perceive to have continued at unprecedented level. In the other hand, the indication of healthy deposit of gold and silver minerals in the area makes the project attractive to mining companies both local and foreign. The companys tenement application of 2,000 hectares in the Masbate Island with notably known world class deposits of gold and silver provides big opportunity for ZNXT / PEARL Asian to undertake field exploration that could generate meaningful results and likely increase the companys mineral reserve potential. The company has engaged the services of seasoned mining experts and several support professionals who have good experience in the business and implementation of mining operations internationally.

III. Operational Plan

The strategy of the company is to first mine and process the ores under lying within the surface zones in the XYZ mineral deposit using the Small Scale Mining Permit for the 20 hectares while pursuing further exploration program of the 72 hectares area of the MPSA. This entail rehabilitation of the tunnels for the purpose of determining the extent of mineralization at depth as well as raise confidence level of inferred resource into measured and indicated category. This small project which could likely generate PEARL a net income of $2.5 million before Tax can also be utilized as starter money in the development of the main project. Whilst at the same time, also allows PEARL an ample time to continue with the sourcing of financing for the main project.

Mining & Crushing

The known near surface good resource of 327,000 tons which contains 6.34 gpt Au and 37.24 gpt Ag can be mined using a 0.7 m3 excavator and a rock breaker unit. Several vein systems were uncovered during the two exploration activities in December 2004 and April 2005 notably the Gil and Andrew veins that intersect laterally between east to west direction. These vein mineral deposits are noticeable at surface and projects at depth at an angle of 80 degrees and varies in width between 1 to 5 meters. The near surface vein system will be sampled and coordinates recorded. Trenching according to the width of the vein following the lateral direction can be developed. Mined ore will be trammed using a 10 tonne dump truck units to the crushing facility. The material will be crushed down to sizes. Mining or trenching operations will be contracted to a local mining and construction companies. Operations will be 8 to 10 hours daily.

IV. Management and Organization

Site operations will be supervised by an expert professional Metallurgist or a Mining Engineer backed by two Manila Executives who visits site on a twice monthly basis. There will be a total of 35 project employees including 5 agency hired security guards. Administration will be manned by a bookkeeper and warehouse clerk together with a service driver, a cook and a helper. At the same time, 2 maintenance personnel provide maintenance support to operations. Similarly, an Environmental technician will be hired to monitor the environmental protection facility installed in the area. Philippines and in particular the Bicol and Masbate regions is known for its mining business industry in the late 80s producing virtually highly skilled workers and professional engineers. Personnel at this level are almost everywhere in the country and can be readily available. As at present, only very limited mining companies are in operations where a number of expert and experienced mining personnel are still seeking for the lost jobs. The site organization will be composed of the following: 1. Site Supervisor - responsible in the supervision of the entire operations both the Mining & Crushing/Agglomeration and the continuous 24 hour Heap Leach Operations. 2. Bookkeeper responsible in the administration and recording of accounts and the payroll of personnel. Reports directly to the Site Supervisor and indirectly responsible to the Accounts Manager stationed in Manila. 3. Warehouse Clerk in charge in the administration of the small material supplies of the project. Reporting directly to the Bookkeeper and indirectly to the Materials and Contracts Manager stationed in Manila Head Office for the supplies movement and stock inventory of the needed supplies and material of the project. 4. Security Officer responsible of the project security administration and operations. Reporting directly to the Site Supervisor. 5. Community Relations Officer responsible of the social and community aspect. Reporting directly to the Site supervisor and indirectly to VP on Community Relations. 6. Surveyor, Mechanic, Electrician, 3 Samplers/survey aid, 3 Heavy Equipment checker, 3 Heap and 4 Recovery Plant Operators and 4 Helpers, a Staff cook and a helper, service and truck drivers, an Environmental sampler and 5 Agency Security Guards.

Professional and Advisory Support

Management Organization as follows:

Datu Mamadbad Vice-Chairman George Faustino S. Carpio Jr. - President and Chief Executive Officer Eng. Gils Salutim - Chief Operating Officer / Gold Processing Plant Director Mari Lou Coloso- Independent Chief Financial Officer / CPA

V.

Startup Expenses and Capitalization

A pre-development and post exploration period of five (5) months has been considered for this project and this include Feasibility Study with field investigation, diamond drilling and metallurgical test, permitting, equipment (second hand) and contract sourcing, road construction, mining and crushing on contract, pad preparation and construction of Recovery Plant. Estimated Pre-Start-up Monthly Expenses are as follows: Site Pre-operating Expense Head Office Overhead Mining Contract Permits (MPSA) Land Settlement Metallurgical Test Pre-Operating Supplies Total $15,000 $30,000 $80,000 $50,000 $20,000 $25,000 $35,000 $255,000

Estimated Capital Cost: Access Road Construction Vehicles Tractors, etc Process Equipments Building Infra Structures Office Equipments & Furnishings Total $130,000 $100,000 $ 80,000 $ 90,000 $ 5,000 $405,000

VI. Financial Estimates & Statements

PEARL Asians financial plan is consists of a 12-month profit and loss projection, Projected Cash Flow, Capital and Return of Investment, Production Schedule and Operating Cost Estimate and a break-even calculation.

3-Year Production Estimates & Assumptions

See attached spreadsheet.

3- Year Profit & Loss Projections

See attached Spreadsheet.

VII. Appendices
1. Excerpts from the frequently asked questions (FAQ); 2. March 11, 2008 Jasons Homel Report regarding gold and silver market; 3. An illustration of the modern trackless underground mining; 4. Understanding gold mining; and 5. Graph of the gold price