Horizon Minerals Corp. (OTCMKTS:HZNM) Files An 8-K Completion of Acquisition or Disposition of Assets

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.

On October 4, 2016, we entered into an Asset Purchase Agreement
(the Asset Purchase Agreement) with Gold Exploration Management
Inc., a Nevada corporation (GEM). to the Asset Purchase
Agreement, GEM agreed to sell to us its title to 220 twenty-acre
lithium mineral claims situated in Great Basin in the Southern
Nye County (the Crystal Basin Claims), 203 twenty-acre lithium
mineral claims located in central Nye County, Nevada the Scottys
Southeast Claims, 400 twenty-acre lithium claims located in San
Bernardino County, California (the Cholla Claims), and 200 twenty
acre lithium mineral claims located in Elko County, Nevada (the
North Limb Claims). As consideration for the sale of the Claims,
we issued thirty million (30,000,000) restricted shares of our
common stock (the Consideration Shares) to GEM. Furthermore, we
agreed to appoint David A. Bending to the Board of Directors.

On December 20, 2016, we amended the Asset Purchase Agreement to
reflect the change in the Claims we negotiated with GEM. to the
Asset Purchase Agreement, as amended, the number of claims had
changed as follows: the Crystal Basin Claims increased to 245
claims from the original 220 claims, the Scottys Southeast Claims
increased form the original 203 claims to 312 claims, the Cholla
Claims increased from the original 400 claims to 424 claims, and
the North Limb Claims were decreased from the original 200 claims
to 160 claims. North Limb claims were also renamed as North Lobe
claims. In addition, added 224 twenty-acre generative claims that
are located in the area of our interest, however, which have not
been assigned to any specific group of claims.

The rights, title, and interest to the claims are held in
irrevocable trust by GEM for our sole benefit until such date
that the ownership of each claim can be officially transferred
and registered with the appropriate federal, state, and county
governmental agencies. The sale and purchase of the Claims is
conditional upon the change of ownership, failing which the Asset
Purchase Agreement, as amended will become null and void and GEM
will return the Consideration Shares.

As a result of the issuance of the Consideration Shares and the
creation of an irrevocable trust in connection with the December
20, 2016 amendment to the Asset Purchase agreement, we completed
our acquisition of the Claims.

ITEM 5.06

CHANGE IN SHELL COMPANY STATUS

As a result of our entry into the Asset Purchase Agreement, we
have ceased to be both a shell company and an issuer described in
paragraph (i)(1)(i) of Rule 144 of the Securities Act.
Accordingly, we have included in this Current Report on Form 8-K
the information that would be required if we were filing a
general form for registration of securities on Form 10 as a
smaller reporting company.

FORM 10 INFORMATION

BUSINESS

Overview

We were incorporated on May 11, 2006 under the laws of the State
of Delaware.

Our business plan is to assemble a portfolio of mineral
properties and to engage in the exploration and development of
these properties.

Asset Purchase Agreement

On October 4, 2016, we entered into the Asset Purchase Agreement
with GEM. to the Asset Purchase Agreement, GEM agreed to sell to
us its title to 220 twenty-acre Crystal Basin Claims, 203
twenty-acre claim units entitled the Scottys Southeast Claims,
400 twenty-acre Cholla Claims, and 200 twenty-acre North Limb
Claims (collectively the Claims or Portfolio). As consideration
for the sale of the Claims, we issued thirty million (30,000,000)
restricted shares of our common stock (the Consideration Shares)
to GEM. Furthermore, we agreed to appoint David A. Bending to the
Board of Directors.

On December 20, 2016, we amended the Asset Purchase Agreement to
reflect the change in the Claims we negotiated with GEM. to the
Asset Purchase Agreement, as amended, the number of claims had
changed as follows: the Crystal Basin Claims increased to 245
claims from the original 220 claims, the Scottys Southeast Claims
increased form the original 203 claims to 312 claims, the Cholla
Claims increased from the original 400 claims to 424 claims, and
the North Limb Claims were decreased from the original 200 claims
to 160 claims. North Limb claims were also renamed as North Lobe
claims. In addition, we added 224 twenty-acre generative claims
that are located in the area of our interest, however, which have
not been assigned to any specific group of claims.

The rights, title, and interest to the claims are held in
irrevocable trust by GEM for our sole benefit until such date
that the ownership of each claim can be officially transferred
and registered with the appropriate federal, state, and county
governmental agencies. The sale and purchase of the Claims is
conditional upon the change of ownership, failing which the Asset
Purchase Agreement, as amended will become null and void and GEM
will return the Consideration Shares.

As of the date of the filing of this Current Report on Form 8-K,
our Claims consist of 306 fully registered and renewed claim
units totalling 6,120 acres and 1,059 claim units totalling
20,540 acres that have been located, however, for which required
fees have not been paid. To finalize the registration of the
located units we will be required to pay the filing fees within
90 days from the date they were located or re-located.

As part of our Agreement, as amended, we agreed to assume all
financial liabilities of the Claims including registration fees
and taxes payable to federal, state, and county government
agencies.

The mineral titles are subject to payment of annual maintenance
fees as of August 31, 2017, and the Company is fully prepared to
meet these requirements as warranted by the results of the
ongoing exploration work. No minimum field or assessment
expenditures are required by either the US Bureau of Land
Management (BLM) or the Asset Purchase Agreement, as amended.
Exploration work is planned purely on the basis of the financial
capacity and objectives of the Company, save and except the
annual maintenance fees but the Company plans an efficient and
focused effort to rank and advance the targets to the discovery
stage or decisions to negotiate farm out transactions or
termination.

Our business plan is to assemble a portfolio of mineral
properties with lithium potential and to engage in the
exploration and development of these properties. We are currently
focusing our resources on the exploration of a section of the
Scottys Southeast Claims (the SFE Property). See SFE Property
below. The remaining portion of the Scottys Southeast Claims, and
the Crystal Basin Claims, Cholla Claims and North Lobe Claims
(formerly referred to as North Limb claims) remain properties of
interest to the Company but we do not have any immediate
exploration plans on these properties. See Properties of Interest
below. We are also actively reviewing other potential
lithiummineral properties for future acquisition.

SFE PROPERTY

On October 4, 2016, we entered into an Asset Purchase Agreement
(the Asset Purchase Agreement) with Gold Exploration Management
Inc., a Nevada corporation (GEM). to the Asset Purchase
Agreement, as amended, GEM agreed to sell to us its interest in
the section of the Scottys Southeast Claims a portion of which
consists of the SFE Claims.

Property Description and Location

The SFE Property is located in southern Nevada, approximately 29
kms (18 miles) northwest of Beatty, Nevada. The Property centroid
is UTM 501,449mE, 4,105,700mN (UTM WGS84, zone 11N) or Longitude
116.984 by Latitude 37.09761. The claim block comprising the SFE
Property lies within portions of the northwest quadrant of the
Springdale SW, and the northeast quadrant of Bonnie Claire SE 7.5
(1:24,000 scale) US Geological Survey topographic base maps. The
SFE Property is located approximately 11 kms (7 miles) north of
the northern boundary of Death Valley National Monument.

The mineral claims comprising the SFE Property include 21
association placer claims accruing 2,229 acres covering portions
of sections 36, T9S, R44E; section 31, T9S, R45E; sections 1, 12,
T10S, R44E; and sections 5, 6, 7, 8, T10S, R45E of the Mount
Diablo Base and Meridian.

As of the date of this Current Report on Form 8-K, of the 21
association placer claims, 16 claims have been located in the
field and registered with full fees paid to Nye County and the
BLM and renewed for the 2017 assessment year as valid,
adjudicated, and active claims. The claims cover either 80 acres
(4 – 20 acre units) or 160 acres (8 – 20 acre units). An
additional five association placer claims have been located in
the field with fees paid to Nye County. The required BLM fees
have not yet been paid for these five claims, as such, the claims
cannot be considered to be fully valid.

In addition to the 21 located association placer claims described
above, an additional 20 association placer claims (160 acres
each, 8 – 20 acre units), were located in the field on December
18, 2016. These claims have not yet been filed with Nye County or
BLM, and fees required for full validation have not yet been
paid.

The BLM administers the surface and mineral estate of the SFE
Property under the Federal Land Policy and Management Act (FLPMA)
of 1976. All association placer claims comprising the SFE
Property have to be filed and registered with both the BLM and
the Nevada county where they are located, in this case Recorders
Office in Nye County, and in Las Vegas office of the BLM. Mineral
deposits subject to placer claims include all deposits not
subject to lode claims (e.g. metallic minerals/metals
incorporated in bedrock). By US Congressional acts and judicial
interpretations, many nonmetallic bedded or layered deposits,
such as gypsum and high calcium limestone, are also considered
placer deposits. Eight qualified persons or companies can locate
a 160-acre placer claim. An association placer claim must be in
one contiguous parcel lying side by side. By recording a location
notice with the BLM, the locators are representing to the United
States government that they meet the qualifications for locating
an association placer claim and that they are not using the names
of other persons as nominee locators to locate more than 20 acres
per claim for their own benefit.

BLM unpatented claim holding fees are currently $155/lode claim
and $155/20 acres placer claim up to 160 acres for the annual
maintenance. Nye County claim fees are presently $40.50/claim for
initial filing, with a $7.00 map fee and annual maintenance fees
are $10.50/claim. The association placer claims comprising the
SFE Property will remain in effect for as long as the claim
holding fees are paid in a timely manner to both the BLM and Nye
County.

Our interest in the association placer claims comprising the SFE
Property as described in this Annual Report are held in
irrevocable trust by GEM based on the terms of the Asset Purchase
Agreement Agreement, as amended. No formal transfer of the title
of the claims comprising the SFE Property from GEM to Horizon has
occurred. 16 of the 21 association placer mining claims
comprising the SFE Property are valid and in good standing, with
all BLM and Nye County fees paid for the assessment year ending
on August 31, 2017, and October 31, 2017, respectively.

Location, Access, and Physiography

The SFE Property is reached by traveling north 56 kms (35 miles)
from Beatty, Nevada on State Highway 95 to Scottys Junction, then
10.5 km west on County Road 267 to the turnoff for the historic
site of Bonnie Claire. Here a dirt road (at UTM coordinates
488945mE – 4120085mN, zone 11S, WGS 84) is travelled south 17 kms
(10.75 miles) to the southwest corner of the Horizon claim block.
Total travel time from Beatty to the SFE Property is about one
hour and a quarter.

Supplies, gas stations, restaurants, hotels, and other services
are available in Beatty. More extensive supplies, hotels,
restaurants, services, government offices, etc. and non-technical
labour suitable for advanced exploration are available in Pahrump
located 175 kms (109 miles) south of Scottys Junction.

The SFE Property is located within the south end of the
topographic basin referred to as Sarcobatus Flat. Situated within
the Great Basin Physiographic Province, north-northwest trending
Sarcobatus Flat is approximately 30 km (19 miles) long by 20 kms
(12 miles) with a drainage basin encompassing 2,070 km2 (800
miles2) (Iconic, 2016). The north end (north basin) of Sarcobatus
Flat is approximately linear while the south end (south basin)
where the SFE Property is located is much more asymmetric. Salt,
borate, and other evaporites are being actively deposited in the
north basin. The north basin is not completely closed, suggesting
surficial dilution of evaporite units may be occuring. The
northwest trending Amargosa Range flanks the western side of
Sarcobatus Flat, the Bullfrog Hills, the south end, and the
western flank of Pahute Mesa the eastern side. The SFE Property
is characterized by flat to very gently sloping topography,
mostly consisting of alluvium and colluvium (desert pavement)
deposited by sheet wash. Elevations do not vary greatly, ranging
from the west side at approximately 1,287 m (4,225 feet) to the
east side of the Property at 1,242 m (4,075 feet). The south
basin becomes completely closed near the east margin of the
Property.

The northern portion of the Mohave Desert extends into this part
of Nevada. Sparse vegetation mostly consists of rabbit brush, and
widespread small Mohave yucca trees. Soil is poorly developed.
The depth to water is unknown but the north end of Sarcobatus
Flat has occasional shallow standing water following moderate to
heavy rainfall.

As reported in the Beatty weather station, the average annual
high temperature is 74.1F (23.4C) and the average low temperature
is 43F (6.1C) with an overall year-round average of 58.5F
(14.7C). Annual rainfall averages about 6.0 inches (1.53 cm)
(www.usclimatedata.com). Rainfall can occur year-round but the
wettest months are the December through March period. Work
activity is possible year-round, but transit across clay-rich
surfaces can be difficult to impossible after periods of
rainfall.

History

The area known as Bonnie Claire, Scottys Junction or Sarcobatus
Flats has been the site of metal and industrial minerals
development since Bonnie Claire was founded in 1906. A small camp
was developed in the 1880s when a stamp mill was built at a site
called Thorpes Wells, north of the current SFE Property area. The
mill handled ore from three mines near Gold Mountain, near the
current site of Gold Point, about 25 kms (15 miles) northwest. In
1906 the Bullfrog – Goldfield Railway reached the site of Thorps
Wells. Metal mining and processing activity continued until 1928.
No industrial borax or salt production is documented from the
area. Regional mining activity has been dominated by the
significant precious metals mines in the Beatty District, 35 kms
(22 miles) south of the Property, and the world-class Goldfield
and Tonopah districts, 45 kms (28 miles) and 75 kms (46 miles)
north, respectively. Some lightweight aggregates are produced
from mafic cinder cones along the same trend.

Lithium has been produced at Silver Peak since 1966 and this
deposit has become the largest source for light alkali metal. In
addition to Silver Peak Marsh, some playas, both closed and open
basins, in southwestern Nevada were explored in the 1960s by
companies interested in lithium.

Claim staking and exploration activity reflecting the lithium
exploration activity of 2011 to 2012 occurred but no published
information is available concerning this work. Borax, sodium
sulphate and sodium carbonate were actively developed in other
salinas in the region, notably Columbus Marsh, Teels Marsh,
Clayton Valley and Rhodes Marsh. Borax mining began with the
discovery of borate deposits in 1872 in Columbus Marsh and Teels
Marsh. Borax mining in Nye County was superseded by the
development of larger deposits in California in 1892. Significant
modern lithium exploration resumed in September 2015 with
commencement of active staking and evaluation work which
continues to this time. It is unknown if any of this recent
staking activity occurred within the SFE Property boundaries; no
evidence was observed during the field visit of February 2,
2017..

Geology

The Property lies within a Tertiary and Quaternary pull-apart
basin within the Basin and Range Province along the Walker Lane
Structural Trend. The rocks in the area range in age from
Paleozoic clastic sedimentary rocks to Quaternary basaltic
volcanic rocks with basins filled with Quaternary evaporites,
clay and tuff beds, and sandy horizons. While as the older
clastic sedimentary rocks are not of special interest to the
lithium target objective, except as permeability boundaries along
the west flank of the basin, the eastern flank of the
structurally bounded basin is dominated by the Miocene Horse
Springs Formation and Thumb Formation (and their equivalents)
which are known to host anomalous lithium concentrations. The
southeastern terminus of the south basin is flanked by the
Tertiary felsic center at Beatty, another source of lithium.

The south basin where the Property is located is covered by an
unknown thickness of gravel and alluvium, deposited by sheet wash
deposition. No salt or other evaporites are exposed within the
Property boundaries. The extent of possible lithium bearing
strata and brines into the south basin is unconfirmed at present.
However, the structural basin does extend to the south indicated
by topography and interpreted structural boundaries. This
interpretation is also supported by regional isostatic gravity
data published by the US Geological Survey (USGS). This implies
that the south basin is at least permissive for possible lithium
enrichment within sediments concealed beneath the alluvial
veneer.

Mineralization

The primary deposit type sought in the Property is brine horizons
in closed, structurally bounded sub-basins within asymmetric deep
extensional basins in the Mojave Desert area of Nevada. Unlike
some deposits in Chile, the target objective is brine in porous
and permeable strata below the surface, and not surficial waters.
The basins can be as deep as 2 kms (1.2 miles) and the permeable
brine saturated reservoirs are mapped with seismic and CSAMT
surveys. A secondary target objective is represented by lithium
bearing clays and in particular hectorite, but the economics of
brine production are more attractive. The brines can be
concentrated by evaporation ponds but are also potentially
amenable to other concentration methods such as ion exchange,
resins, and semipermeable membranes. These technologies are not
yet proven. The focus of most work is defining brines amenable to
pre-concentration and production of lithium carbonate. Lithium
carbonate and lithium phosphate have been produced as a byproduct
of commercial borates, potash, sodium sulphate, and soda ash
(sodium bicarbonate) at Searles Lake, California. Lithium has
been produced as part of clay production in Hector, California
and hectorite deposits are the subject of active evaluation and
development programs in Kings Valley, Nevada and various
locations in Sonora, Mexico.

The chemistry and alkali ratios of the brines are important for
potential recovery methods. The literature emphasizes Li/Cl
ratios and Mg/Li. Alkali ratios and water chemistry in the
basinal brines differ significantly from surface sampling of
clays or mixed surficial and basinal waters and other sediments.
The presence of anomalous lithium values in playa sediments,
defined as higher than 300 ppm, is a good initial indication of
potential but only drilling and systematic sampling of the brines
can confirm the economic potential of a property. It is
significant that the initial sampling of the salina at Clayton
Valley returned a mean value of only 147 ppm Li with a peak value
of 200 ppm. Shallow clay and water/brine samples may be prone to
leaching and dilution by meteoric waters as well as dilution by
windblown sand and fine lithic particles. Surface sample results
vary with time, particularly in shallow water samples. This may
be related to seasonal flux of surface waters from rain and
drainage from the enclosing basin.

Lithium source rocks are a fundamental element of target
selection. Published analyses of the fine fraction in the upper
member of the Miocene Esmeralda Formation, a tuffaceous lake bed
and ash sequence, yielded values as high as 4,000 ppm suggesting
a natural source rock for the lithium bearing brines. Further
south, the very extensive Horse Creek and Thumb Mountain
Formations, in the Muddy Mountains and in extensive areas within
the Nevada military test site hosts lithium concentrations in the
range of 100 to 3,500 ppm and represent other attractive source
rocks. In northern Nevada, the McDermitt Caldera is another
well-documented lithium enriched volcanic center with extensive
areas of altered moat sediments with lithium concentrations in
the range of 5,000 to 6,500 ppm. Permissive lithium source
environments are not limited to the central Walker Lane Area.

The USGS followed a sequential protocol which involved surface
sampling of clays and salts on the salina surface, shallow test
pit or auger sampling (one to three meters) and deeper Mud Rotary
drill holes which were limited by access on some wet playas.
Conventional sequenced excavation would use the surface and
shallow sampling to validate a target basin as prospective
followed by sequential geophysics. Airborne gravity, EM
(Electro-Magnetic) and magnetic surveys help to define the basin
at the lowest possible cost. Airborne or ground tools to map
resistivity and conductive zones (presumed to be brines) are
followed by and supported by selective seismic surveys, which are
best performed with a truck mounted mobile impact device
(thumper) to provide more details for basin geometry and map
porous and/or impermeable horizons which become the definitive
drilling targets. In Nevada, permitting for drilling represents a
four to six month process so the optimal plan is to complete the
other systematic work to properly plan and permit the drilling.

Lithium brine deposits are trapped volumes of saline groundwater
enriched in dissolved lithium. The target brines range from 100
to 1,400 parts per million in structurally bounded, closed basins
which generally form in arid evaporitic environments in Tertiary
to Quaternary terranes. Although lithium concentrations of
potential interest occur in some oilfields, the surface
evaporative concentration required to enrich the brines for
economic recovery requires an arid environment. This precludes
recovery from oilfield brines along the Gulf Coast of the United
States and Mexico until viable ion exchange or other selective
extraction technologies can be perfected. The chemistry of the
brines is also critical to the economics of concentration, and
high proportions of magnesium limit recoveries by evaporation. It
is possible that advancing membrane or ion exchange mechanisms
can serve to resolve this problem and mitigate the need for large
evaporation ponds.

Water rights are a fundamental component of securing targets for
development because the saline groundwater is pumped up for
evaporation. This is a profound economic hurdle for the active
explorers in the area and is a reminder that as any project gains
credibility application for the water rights becomes an urgent
priority.

Lithium brines occur in some peripheral portions of the Great
Salt Lake Basin and in Sevier Lake in Utah along the eastern
margin of the Great Basin. The Great Salt Lake is the largest
surface salt lake in the Western Hemisphere. Lithium
concentrations of substance are reported in the northern arms of
the Great Salt Lake in Utah, subsurface reservoirs of the Paradox
Basin in Utah and the Rock Springs Dome in Wyoming. Both of these
phenomena are associated with Mesozoic and Tertiary evaporitic
continental basins. Admixture of marine waters may generate
evaporitic sodium chloride, gypsum/anhydrite and potassium
chloride deposits but is unfavourable for development of
potentially economic lithium concentrations. These areas have
been subject to commercial salt recovery operations and Sevier
Lake is currently under development for both potassium and
lithium brines.

Key characteristics of lithium deposits are summarized below.

–

Lithium resource potential is limited by an arid climate and a
closed, tectonically active basin. This is enhanced by elevated
heat flow from young volcanos, geothermal cells or hot springs
due in part to the enhanced solubility of lithium in hot fluids
relative to cold groundwater.

–

Some but not all sodium chloride bearing brine reservoirs are
associated with lithium deposits. Many show no such association
and the alkali ratios including the association with boron,
bromine, magnesium and potassium are all diagnostic factors.
Boron shows an historical correlation with lithium bearing basins
in the Mojave Desert in California and Nevada, but all boron
enriched brines are not necessarily viable lithium targets. High
magnesium ratios complicate brine processing for lithium
recovery.

–

Tertiary and Quaternary tectonics leading to development of deep
closed traps are fundamental to the formation and preservation of
lithium brine deposits. Basin geometry and aquifers are mapped by
gravity surveys, resistivity surveys, and detailed seismic
profiles. Some Tertiary volcano-sedimentary sequences host
strongly anomalous lithium concentrations but may be more
important as source environments than as economic targets.

–

Felsic ash and tuff deposits, large nested felsic caldera
complexes, granitoid basement complexes and the immature
sediments which are derived from these materials are all
potential sources of lithium if climate and the physiography
needed for trapping are present.

–

Some Tertiary lacustrine and clastic sequences host elevated
levels of lithium and borates. The USGS has investigated the
Horse Springs Formation in Southern Nevada as a potential lithium
target environment but it is equally important as a source rock
for lithium in basins from Clark County to the areas in Esmeralda
and Nye County surrounding the Military Test Site area,
Sarcobatus Flats (Scottys Junction) and the Amargosa Valley.

–

Lithium brines develop and are retained in closed basins of
substantial depth. If the basins have sufficient depth it is
possible that the presence of shallow outflow horizons will not
preclude the presence of viable targets in an otherwise
permissive basin.

–

If the long-term rate of precipitation exceeds evaporation the
basin will be flushed into surrounding drainages and the lithium
reservoir degenerates.

–

Lithium brines develop in the arid longitudinal belts on either
side of the equator with the optimal zones between 19 and 37
degrees north or south. This may be enhanced by rain shadow
effects as are readily observed in the Mojave Desert portions of
the Great Basin in the United States and the Sonora Desert of
Mexico.

–

The target brines are trapped in subsurface aquifers and are not
present at all depths. In many target environments shallow
surficial waters are diluted by admixture of meteoric waters and
do not represent the target potential of an otherwise permissive
basin. Deeper testing, including CSAMT surveys and drilling, may
be the only way to determine if a fertile basin hosts an economic
brine resource below the zone of meteoric water mixing. This may
be a trapped, fossil aquifer or otherwise be separated from
meteoric mixing by impermeable strata and cross structures.

–

Another favorable indicator is the presence of hectorite
(Na0.3(MgLi)3Si3010OH2), a clay mineral which selectively absorbs
lithium and holds its lattice, and may be utilized to map
permissive basins and fluid pathways. Lithium-bearing hectorite
is documented in the Clayton Valley, Teels Marsh, Fish Lake
Valley, Columbus Marsh, Scottys Salina and Scottys Flats, the
Amargosa Flats, the Stewart Valley Salina, the lithium bearing
Miocene Horse Springs Formation in Clark County, and Northwestern
Nevada including the McDermitt Caldera and the Kings Valley
deposit. In Kings Valley hectorite and Bacanora, Mexico is the
primary ore mineral. It was originally discovered and mined in
Hector, California, its type locality.

Current Exploration Activities

No exploration has been completed on the SFE Property.

Interpretations and Conclusions

Concentrations of lithium and other elements amenable to
evaporitic concentrations from continental brines.

These general characteristics include:

–

Arid climate

–

Closed basin

–

Tectonically driven subsidence

–

Associated volcanic or geothermal activity

–

Suitable lithium source rocks

–

Sufficient time to allow for brine concentration

No salt or other evaporates are exposed within the SFE Property
boundaries. The extent of possible lithium bearing strata and
brines into the south basin is unconfirmed at present. However,
the structural basin does extend to the south indicated by
topography and interpreted structural boundaries. This
interpretation is also supported by regional isostatic gravity
data published by the US Geological Survey (USGS). This implies
that the south basin is at least permissive for possible lithium
enrichment within sediments concealed beneath the alluvial
veneer.

Recommendations

Phase I

A Phase I budget is proposed to further evaluate lithium sediment
or brine potential within the SFE Property.

Phase I budget Gravity, magnetic and CSAMT surveys to map basin
geometry and conductive brine bearing aquifers are recommended.
Thumper seismic surveys should be completed to refine aquifer
stratigraphy and select priority fluid traps for drill testing.
This combination of surveys is the most cost effective and
environmentally appropriate for the sequenced evaluation of the
Property.

The Phase I budget is detailed below.

Item / Description		USD$
	Geologic planning, supervision, reporting	12,000
	Vehicle mileage	5,000
	Lodging and meals	5,000
	ATV rental with trailer	3,000
	Seismic survey 3 line miles @ $12,000/mile	36,000
	Gravity survey	25,000
	CSAMT survey	60,000
	Geophysical modeling/interpretation	5,000
	Hydrological modeling and recommendations for drill holes	15,000
	Subtotal	166,000
	10% contingency	17,000
	Total Phase I Budget	183,000

Following geophysical modelling and evaluation, a Phase II budget
is recommended only if results from the Phase I program warrant
further drill testing.

Phase II

Permitting for seismic lines will (probably) be needed. Location
of possible drill holes will be reliant on a thorough analysis of
the available geophysical data generated during the Phase I
program. Based on drill holes completed in the north basin by
Iconic Minerals Ltd.,a company that staked several claims and
commenced an exploration work just to the north of the SFE
Property,it is likely that proposed hole depths will be on the
order of 475 to 625 m (1,550 ft. to 2,050 ft.)

Hydrogeological testing including packer tests, water sampling,
downhole geophysics including EM methods, and permeability tests
to commence evaluation of the target brine horizons. The holes
should be left cased and open to allow re-entry and further
hydrological work. The drilling methods used and the details of
water sampling and hydrogeological studies will vary widely
depending on the depth to the target brine reservoirs and the
projected budgets are therefore not defined at this stage of
work.

PROPERTIES OF INTEREST

The balance of the Claims that do not consist of the SFE Property
are properties of interest of the Company and no exploration on
these properties is anticipated in the near future.

The Claims all lie within Tertiary and Quaternary pull-apart
basins within the basin and range province of the Western United
States. The rocks in the area range in age from Paleozoic clastic
sedimentary rocks to quaternary basaltic volcanic rocks and
basins filled with quaternary evaporates, clay and tuff horizons,
and sandy horizons. While as the older clastic sedimentary rocks
are not of special interest to the lithium target objective
except as permeability boundaries, the basins are all related to
lithium bearing felsic volcanic or lithium bearing granitic
sources rocks. These source rocks range in age from Proterozoic
(in the Mojave Desert in California) to felsic tuffs of Eocene
and Paleocene age. Some source rocks are in deformed Eocene
basinal sequences. The Muddy Mountains host no closed basins to
trap brines but the larger basins in the test site area offer
much more volume for source rocks. The Claims are generally at an
early stage but well defined opportunities for discovery of
brines with significant concentrations of lithium and other
elements amenable to evaporitic concentrations from continental
brines.

The Claims are all located in a geopolitical environment
permissive to commercial development. Access and infrastructure
are ideal for a cost effective program of target definition and
development using well defined geological, geochemical and
geophysical tools and rapid advancement to the drilling stage.

Crystal Basin Claims

The Crystal Basin Claims consist of 245 twenty-acre unpatented
mining claims located in Southern Nye County. 154 of the 245
original claims have been filed and renewed with the BLM and will
expire on September 1, 2017, if we do not renew the claims. The
Crystal Basin Claims are held in irrevocable trust by GEM based
on the terms of the Asset Purchase Agreement, as amended, with 91
claims pending filing. They are 50% controlled by Horizon without
underlying obligations or encumbrances save and except a 2% Gross
Production Royalty to GEM.

The Crystal Basin lies in southern Nye County at the SE corner of
the Amargosa Valley in a structurally defined secondary closed
basin between 2 and 10 km (1.24 to 6.21 miles) SW of Nevada
highway 95, 70 km (43.50 miles) northeast of the City of Las
Vegas and 25 km (15.53 miles) northwest of the unincorporated
community of Pahrump, Nevada. The claims are traversed by roads
developed for the adjoining complex of clay mining operations,
power lines and a history of surface disturbance and prospecting.
The clay deposits overlie the basinal sediments of interest and
the surface is dominated by very young felsic ash deposits which
have been altered to the commercially significant saponite,
montmorillonite and zeolite deposits that have generated a local
mining culture and infrastructure. The village of Crystal offers
low cost lodging within 3.21 km (2 miles) of the subject property
in this area. The elevation of the area is 609.6 to 640 meters
(2000 to 2100 feet) above mean sea level, and the climate is
typical of the Amargosa/ Mojave Desert with hot summers and cool
dry winters. Annual rainfall is about 5 cm (1.97 inches ) per
year.

No exploration has been carried out by the Company on the Crystal
Basin Claims to date and the Company has no immediate exploration
plans.

Scottys Southeast Claims

The Scottys Southeast Claims consisted of 312 twenty-acre
unpatented mining claims located in Central Nye County. The only
retained interest the Company has in these claims are referred to
as the SFE Property. See SFE Property. The Scottys Southeast
Claims are held in irrevocable trust by GEM based on the terms of
the Asset Purchase Agreement, as amended and are 50% controlled
by Horizon without underlying obligations or encumbrances save
and except a 2% Gross Production Royalty to GEM.

The Scottys Southeast Claims were located September 14 to 18,
2016 in south Central Nye County 24 KM (15 miles) south of
Scottys Junction Airport, two to four miles southwest of US
Highway 95. The claims lie in south central Nye County, 16 to 32
km (10 to 20 miles) north of the mining community of Beatty,
Nevada, 129 km (80 miles) south of Goldfield, 5 to 13 km (3 to 8
miles) west of Nevada Highway 95, and 249 km (155 miles) north of
Las Vegas. The elevation of the area is 609.6 to 640 meters (2000
to 2100 feet) above mean sea level, and the climate is typical of
the Amargosa/ Mojave Desert with hot summers and cool dry
winters. Annual rainfall is about 5 cm (1.97 inches ) per year.

The location and climate of these Claim areas permit exploration
work at all times of the year, subject to very rare periods in
which transient rainfall renders the salina or mudflat surface
soft but still accessible to ATV and four wheel drive
conventional vehicles.

With the exception of SFE Property, no exploration has been
carried out by the Company on the Scottys Southeast Claims to
date and the Company has no immediate exploration plans..

Cholla Claims

The Cholla Claims consist of 424 unpatented twenty-acre claims
located in eastern San Bernardino County between Barstow and
Needles, California, which were located in September and October
and relocated in the period December 2 to December 5 and further
relocated on March 20, 2017. As of the date of the filing of this
Current Report on Form 8-K Cholla Claims are yet to be filed with
the BLM or San Bernardino County. We have until June 18, 2017, to
file our Cholla Claims with San Bernardino County, and until June
16, 2017, to file the Cholla Claims with BLM at which time
filings fees will be required to be paid. The funds to file these
claims have not been available during this phase of work but the
documentation is ready to be filed.

The Cholla Claims are held in irrevocable trust by GEM based on
the terms of the Asset Purchase Agreement, as amended and are 50%
controlled by Horizon without underlying obligations or
encumbrances save and except a 2% Gross Production Royalty to
GEM.

The Cholla Claims consist of 53 association placer claim blocks,
representing the equivalent of 424 claim units totaling 7,840
acres, in San Bernardino County, 3.2 to 9.7 km (two to six miles)
south of the historic route 66, approximately midway between the
communities of Barstow and Needles in the Mojave Desert in
California. They are located in four discrete parcels called the
Northwest, West, East and Turtle trend Blocks. Although the
geological data available suggest that the prospective
environment is far more extensive than the current land position
most of the area selected for consolidation in early 2016 was
alienated from mineral development by the new Mojave Trails
National Monument. The claims which were relocated and retained
for evaluation after systematic study of the area lie in the
Bristol Basin east and northeast of the Bristol Lake Salt Flats.

No exploration has been carried out by the Company on the Cholla
Claims to date and the Company has no immediate exploration
plans.

North Limb Claims

The North Lobe Claims originally called North Limb Claims consist
of 160 unpatented twenty-acre claims located in northeastern
Nevada in Elko County along the border with Utah, approximately
16 to 24 km (10 to 15 miles) north of Wendover, Nevada. The
original package of 200 claims was reduced to 160 claim units,
and lies 8 to 19 km (5 to 12 miles) north of U.S. Interstate
Highway 80 and is accessible along unpaved roads and
four-wheel-drive trails. As of the date of this filing we have
yet to file these claims with Elko County and the BLM. In order
to keep our interest in these claims we have to file them with
both Elko County and BLM by mid June 2017.

The North Lobe Claims are held in irrevocable trust by GEM based
on the terms of the Asset Purchase Agreement, as amended and are
50% controlled by Horizon without underlying obligations or
encumbrances save and except a 2% Gross Production Royalty to
GEM.

They North Lobe Claims cover the eastern portion of a salt flat
which is part of the Great Salt Lake north of Bonneville Salt
Flats, an area in which drillhole data released by a joint
publication of the USGS and the Nevada Bureau of Mines and
Geology documented strongly anomalous lithium concentrations in
brines.

The North Lobe Claims are similar in climate and topography to
the other properties but lie at an elevation of 1,250 meters
(4,100 feet) above mean sea level. Mean annual rainfall is 4.5 cm
(1.77 inches) and mean daily temperatures range from 46.1C (115F
) during July to -15C ( 5F) during December and January. Access
to the area is generally good via Interstate Highway 80 which
traverses the Great Salt Lake to the local population center of
Wendover, at the frontier between Utah (Toole County) and Nevada
(Elko County). Access to the salt and mud flats which cover the
target areas is generally very good via local roads and trails,
with the exception that after periods of rain or snowmelt the
surface can become soft and surface travel uncertain. This is a
factor primarily between February and May of each year.

No exploration has been carried out by the Company on the North
Lobe Claims to date and the Company has no immediate exploration
plans.

Generative Claims

In addition to the above Claims, during month of December 2016 we
have located an additional 28 association placer claim blocks
consisting of 224 claim units totalling 4,480 acres. These
generative claims are located in Toole County, Utah and are in
close proximity to our North Lobe Claims within the Great Salt
Lake area. As of the date of the filing of this Current Report on
Form 8-K, these claims have not been assigned to any specific
group of claims.

As of the date of this filing we have yet to file these claims
with Toole County and the BLM. In order to keep our interest in
these claims we have to file them with both Toole County and BLM
by mid June 2017.

The above generative claims are held in irrevocable trust by GEM
based on the terms of the Asset Purchase Agreement, as amended
and are 50% controlled by Horizon without underlying obligations
or encumbrances save and except a 2% Gross Production Royalty to
GEM.

No exploration has been carried out by the Company on the
Generative to date and the Company has no immediate exploration
plans.

Compliance with Government Regulations

Exploration and development activities are all subject to
stringent national, state and local regulations. All permits for
exploration and testing must be obtained through the local Bureau
of Land Management (BLM) r in the States of Nevada, California
and Utah. The granting of permits requires detailed applications
and filing of a bond to cover the reclamation of areas of
exploration. From time to time, an archaeological clearance may
need to be obtained before proceeding with any exploration
programs. We plan to secure all necessary permits for any future
exploration.

We have to apply for and receive permits from the BLM to conduct
drilling activities on BLM administered lands. Mining operations
are regulated by the Mine and Safety Health Administration
(MSHA). MSHA inspectors periodically visit projects to monitor
health and safety for the workers and to inspect equipment and
installations for code requirements. Workers must have completed
MSHA safety training and must take refresher courses annually
when working on a project. A safety officer for the project
should be on site.

Other regulatory requirements monitor the following:

(i)

Explosives and explosives handling.

(ii)

Use and occupancy of site structures associated with mining.

(iii)

Hazardous materials and waste disposal.

(iv)

State Historic site preservation.

(v)

Archaeological and paleontological finds associated with mining.

We believe that we are in compliance with all laws and plan to
continue to comply with the laws in the future. We believe that
compliance with the laws will not adversely affect its business
operations. There is, however, no assurance that any change in
government regulation in the future will not adversely affect our
business operations.

Each year we must pay a maintenance fee of $155 per claim to the
Bureau of Land Management, and on September 1 of each year, we
must file an affidavit and Notice of Intent to Hold the claims in
each County where one of our Claims is located. We will be
required to pay the required maintenance fees and filed the
affidavits required in order to extend the claims to August 31,
2017.

Compliance with Environmental Regulation

We will have to sustain the cost of reclamation and environmental
remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground
back as close to its original state as possible. Other potential
pollution or damage must be cleaned up and renewed along standard
guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation
refers to the physical activity of taking steps to remediate, or
remedy, any environmental damage caused. 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 recommended work program. 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, our competitive position or
us in the event that a potentially economic deposit is
discovered.

Prior to undertaking mineral exploration activities, we must make
application for a permit, if we anticipate disturbing land. A
permit is issued after review of a complete and satisfactory
application. We do not anticipate any difficulties in obtaining a
permit, if needed. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be
greater because the impact on the project area is greater.
Permits and regulations will control all aspects of the
production program if the project continues to that stage.
Examples of regulatory requirements include:

(i)

Water discharge will have to meet drinking water standards;

(ii)

Dust generation will have to be minimal or otherwise re-mediated;

(iii)

Dumping of material on the surface will have to be re-contoured
and re-vegetated with natural vegetation;

(iv)

An assessment of all material to be left on the surface will need
to be environmentally benign;

(v)

Ground water will have to be monitored for any potential
contaminants;

(vi)

The socio-economic impact of the project will have to be
evaluated and if deemed negative, will have to be re-mediated;
and

(vii)

There will have to be an impact report of the work on the local
fauna and flora including a study of potentially endangered
species.

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for
financing and for the acquisition of new mineral properties. Many
of the mineral resource exploration and development companies
with whom we compete have greater financial and technical
resources than we do. Accordingly, these competitors may be able
to spend greater amounts on acquisitions of mineral properties of
merit, on exploration of their mineral properties and on
development of their mineral properties. In addition, they may be
able to afford greater geological expertise in the targeting and
exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and
interest to prospective investors who may finance additional
exploration and development. This competition could adversely
impact our ability to finance further exploration and to achieve
the financing necessary for us to develop our mineral properties.

Employees

We have no employees as of the date of this Current Report on
Form 8-K other than our sole executive officer. We conduct our
business largely through agreements with consultants and
arms-length third parties.

Research and Development Expenditures

We have not incurred any research expenditures since our
incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark.

Reports to Security Holders

We file annual, quarterly and current reports and other
information with the Securities and Exchange Commission. You may
read and copy any reports, statement or other information that we
file with the Commission at the Commission’s public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the Commission at (202) 551-8090 for further information on the
public reference room. These Commission filings are also
available to the public from commercial document-retrieval
services and at the Internet site maintained by the Commission at
http://www.sec.gov.

RISK FACTORS

The following are some of the important factors that could affect
our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking
statements. We may encounter risks in addition to those described
below. Additional risks and uncertainties not currently known to
us, or that we currently deem to be immaterial may also impair or
adversely affect our business, financial condition or results of
operation.

If we do not obtain additional financing, our business
will fail.

Our plan of operation calls for significant expenses in order to
meet our obligations under the Asset Purchase Agreement. There is
no guarantee that we will be able to fulfill these obligations.

We will require additional financing to meet our obligations
under the Asset Purchase Agreement. Obtaining financing would be
subject to a number of factors outside of our control, including
market conditions and additional costs and expenses that might
exceed current estimates. These factors may make the timing,
amount, terms or conditions of financing unavailable to us in
which case we will be unable to complete our plan of operation on
our mineral property and to meet our obligations under our Asset
Purchase Agreement

We have yet to earn revenue, and our ability to sustain
our operations is dependent on our ability to raise financing. As
a result, ourmanagment believes there is substantial doubt about
our ability to continue as a going concern.

We have no revenues to date. Our future is dependent upon our
ability to obtain financing.As a result, our managementhas
expressed substantial doubt about our ability to continue as a
going concern given our accumulated losses.Our continuation
depends on our ability to raise additional funds by issuing new
debt or equity securities or otherwise. If we fail to raise
sufficient capital, we will not be able to complete our business
plan. As a result, we may have to liquidate our business and
investors may lose their investment.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of
business failure.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high
rate of failure of such enterprises. The likelihood of success
must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection
with the exploration of mineral properties. These potential
problems include, but are not limited to, unanticipated problems
relating to exploration, and additional costs and expenses that
may exceed current estimates.

We have no known mineral reserves and if we cannot find
any, we will have to cease operations.

We have no mineral reserves. If we do not find a mineral reserve
containing gold or if we cannot explore the mineral reserve,
either because we do not have the money to do it or because it
will not be economically feasible to do it, we will have to cease
operations and you will lose your investment. Mineral
exploration, particularly for gold, is highly speculative. It
involves many risks and is often non-productive. Even if we are
able to find mineral reserves on our properties, our production
capability is subject to further risks including:

–

Costs of bringing the property into production including
exploration work, preparation of production feasibility studies,
and construction of production facilities, all of which we have
not budgeted for;

–

Availability and costs of financing;

–

Ongoing costs of production; and

–

Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and
which cannot be accurately predicted, such as market
fluctuations, the lack of milling facilities and processing
equipment near our mineral properties, and such other factors as
government regulations, including regulations relating to
allowable production, importing and exporting of minerals, and
environmental protection.

Given the above-noted risks, the chances of finding reserves on
our mineral properties are remote and funds expended on
exploration will likely be lost.

Even if we discover proven reserves on our mineral
property, we may not be able to commence commercial production
successfully.

Our mineral property does not contain any known bodies of ore. If
our exploration programs are successful in discovering proven
reserves on our mineral property, we will require additional
funds in order to place the mineral property into commercial
production. The expenditures to be made by us in the exploration
of our mineral property in all probability will be lost as it is
an extremely remote possibility that the mineral claim will
contain proven reserves. If our exploration programs are
successful in discovering proven reserves, we will require
additional funds in order to place our mineral property into
commercial production. The funds required for commercial mineral
production can range from several million to hundreds of
millions. We currently do not have sufficient funds to place our
mineral claims into commercial production. Obtaining additional
financing would be subject to a number of factors, including the
market price of lithium and the costs of exploring for or mining
these materials. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us. Because
we will need additional financing to fund our exploration
activities, there is substantial doubt about our ability to
continue as a going concern. At this time, there is a risk that
we will not be able to obtain such financing as and when needed.

We face significant competition in the mineral
exploration industry.

We compete with other mining and exploration companies possessing
greater financial resources and technical facilities than we do
in connection with the acquisition of mineral exploration claims
and leases on metal prospects and in connection with the
recruitment and retention of qualified personnel. There is
significant competition for precious metals and, as a result, we
may be unable to acquire an interest in attractive mineral
exploration properties on terms we consider acceptable on a
continuing basis.

There is no assurance that we will be able to comply with
our obligations under the Asset Purchase Agreement.

In order comply with our obligations under the Asset Purchase
Agreement we are required to make a series of initial claim
registration fees and meet the annual claim maintenance fees. In
order to meet these payments, we will need to obtain substantial
financing. If we are unable to meet these payments, we will lose
some or all of the Claims.

Because our sole director and executive officer does not
have formal training specific to the technicalities of mineral
exploration, there is a higher risk that our business will
fail.

Robert Fedun, our sole director and executive officer, does not
have any formal training as a geologist or in the technical
aspects of managing a mineral exploration company. Mr. Feduns
lack of expertise could cause irreparable harm to our operations,
earnings, and ultimate financial success could suffer irreparable
harm due to management’s lack of experience in this industry.

Because the prices of metals fluctuate, if the price of
metals for which we are exploring decreases below a specified
level, it may no longer be profitable to explore for those metals
and we will cease operations.

Prices of metals are determined by such factors as expectations
for inflation, the strength of the United States dollar, global
and regional supply and demand, and political and economic
conditions and production costs in metals producing regions of
the world. The aggregate effect of these factors on metal prices
is impossible for us to predict. In addition, the prices of
metals are sometimes subject to rapid short-term and/or prolonged
changes because of speculative activities. The current demand for
and supply of these metals affect the metal prices, but not
necessarily in the same manner as current supply and demand
affect the prices of other commodities. The supply of these
metals primarily consists of new production from mining. If the
prices of the metals are, for a substantial period, below our
foreseeable cost of production, we could cease operations and
investors could lose their entire investment.

We may conduct further offerings in the future in which
case investors shareholdings will be diluted.

Since our inception, we have relied on equity sales of our common
stock to fund our operations. We may conduct further equity
offerings in the future to finance our current projects or to
finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price
per share could be lower than that paid by our current
stockholders.We anticipate continuing to rely on equity sales of
our common stock in order to fund our business operations. If we
issue additional stock, the interests of existing shareholders
will be diluted.

The quotation price of our common stock may be volatile,
with the result that an investor may not be able to sell any
shares acquired at a price equal to or greater than the price
paid by the investor.

Our common shares are quoted on the OTC Pink Markets under the
symbol “HZNM. Companies quoted on the OTC Pink Markets have
traditionally experienced extreme price and volume fluctuations.
In addition, our stock price may be adversely affected by factors
that are unrelated or disproportionate to our operating
performance. Market fluctuations, as well as general economic,
political and market conditions such as recessions, interest
rates or international currency fluctuations may adversely affect
the market price of our common stock. As a result of this
potential volatility and potential lack of a trading market, an
investor may not be able to sell any of our common stock that
they acquire at a price equal or greater than the price paid by
the investor.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system.
Because our securities constitute penny stocks within the meaning
of the rules, the rules apply to us and to our securities. The
rules may further affect the ability of owners of shares to sell
our securities in any market that might develop for them. As long
as the trading price of our common stock is less than $5.00 per
share, the common stock will be subject to Rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary
trading;

2.

contains a description of the brokers or dealers duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements
of securities laws;

3.

contains a brief, clear, narrative description of a dealer
market, including bid and ask prices for penny stocks and the
significance of the spread between the bid and ask price;

4.

contains a toll-free telephone number for inquiries on
disciplinary actions;

5.

defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and

6.

contains such other information and is in such form, including
language, type, size and format, as the SEC shall require by rule
or regulation.

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and
offer quotations for the penny stock; (b) the compensation of the
broker-dealer and its salesperson in the transaction; (c) the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the
customers account. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt
from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written acknowledgment
of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed
and dated copy of a written suitably statement. These disclosure
requirements may have the effect of reducing the trading activity
in the secondary market for our stock.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

RESULTS OF OPERATIONS

Quarter End Summary

Quarter Ended March 31,				Percentage
				Increase / (Decrease)
Revenue	$	—	$	—	n/a%
Operating Expenses	(34,714)	(20,141)	72.4%
Foreign Currency Gain				4,830	(85.0)%
Net Loss	$	(33,991)	$	(15,311)	122.0%

Revenues

We did not generate any revenue during the quarters ended March
31, 2017 and 2016. Due to the exploration stage of our
operations, we do not expect to have significant operating
revenue in the foreseeable future.

Net Loss

Our net loss for the three-month period ended March 31, 2017,
increased by $18,680 from $15,311 we incurred during the
three-month period ended March 31, 2016, to $33,991 we incurred
during the three months ended March 31, 2017. The increase was
mainly associated with overall increase in our operating expenses
as discussed further below, which was augmented by the decrease
in foreign currency transaction gains.

We anticipate incurring ongoing operating losses and cannot
predict when, if at all, we may expect these losses to plateau or
narrow.

Operating Expenses

The major components of our expenses for the quarter ended March
31, 2017 and 2016 are outlined in the table below:

Quarter Ended March 31,				Percentage
				Increase / (Decrease)
Filing Fees	$	9,419	$	3,434	174.3%
General and Administrative	2,607		6,107.1%
Professional Fees		22,688		16,665	36.1%
Total Operating Expenses	$	34,714	$	20,141	72.4%

During the three months ended March 31, 2017, our expenses
increased by $14,573 or 72.4% from $20,141 for the three months
ended March 31, 2016, to $34,714 for the three months ended March
31, 2017. The increase in our operating expenses was mainly
associated with the acquisition of the mineral properties and
change in our business operations, as well as with 15-day
temporary halt trade order initiated by Alberta Securities
Commission (the ASC) as a result of unauthorized promotional
activities related to our stock. As such, our professional fees
increased by $6,023, or 36.1%, from $16,665 we incurred during
the three months ended March 31, 2016, to $22,688 we incurred
during the three-month period ended March 31, 2017. Our general
and administrative expenses increased by $2,565, from $42 we
incurred during the three-month period ended March 31, 2016, to
$2,607 we incurred during the three-month period ended March 31,
2017; and our filing fees increased by $5,985, or 174.3%, from
$3,434 we incurred during the three-month period ended March 31,
2016, to $9,419 we incurred during the three-month period ended
March 31, 2017.

Liquidity and Capital Resources

Cash Flows

Quarter Ended March 31,
Net Cash used in Operating Activities	$	(59,339)	$	(9,036)
Net Cash used in Investing Activities	–	–
Net Cash from Financing Activities		59,278		9,000
Net Decrease in Cash During Period	$	(61)	$	(36)

Working Capital

At March 31, 2017		At December 31, 2016		Percentage Increase / (Decrease)
Current Assets	$	13,183	$	8,789	50.0%
Current Liabilities		(148,507)		(110,122)	34.9%
Working Capital Deficit	$	(135,324)	$	(101,333)	33.5%

During the three months ended March 31, 2017, we used $59,339 in
our day-to-day operating activities. We used $33,967 to cover our
cash operating costs and $4,455 to increase our prepaid expenses.
These uses of cash were further increased by $9,775 decrease in
our accounts payable and by $11,142 decrease in accrued
liabilities. During the three-month period ended March 31, 2017,
we borrowed $50,278 from an unelated parties in exchange for
unsecured promissory notes, which are due on demand and bear
interest at 5% per annum compounded monthly. During the same
period we recorded $9,000 owed to our President and a director
for services he performed during the first quarter of our Fiscal
2017.

During the three months ended March 31, 2016, we used $9,036 in
our day-to-day operating activities. We used $15,110 to cover our
cash operating costs, which was offset by an increase in our
accounts payable of $3,668 and by an increase in our accrued
liabilities of $2,406. During the three-month period ended March
31, 2016, we recorded $9,000 owed to our President and a director
for services he performed during the first quarter of our Fiscal
2016.

Year End Summary

Year Ended December 31,					Percentage
					Increase / (Decrease)
Revenue	$	—		$	—	n/a
Operating Expenses	(108,027)	(139,081)	(22.3)%
Gain (Loss) on Settlement of Loan		(28,209)			85,519	(133.0)%
Foreign Currency Gain (Loss)		5,128			(725)	(807.3)%
Net Loss	$	(131,108)		$	(54,287)	141.5%

Revenues

We did not generate any revenue during the years ended December
31, 2016 and 2015. Due to the exploration stage of our
operations, we do not expect to have significant operating
revenue in the foreseeable future.

Net Loss

Our net loss for the years ended December 31, 2016 and 2015 were
$131,108 and $54,287, respectively. In addition to the operating
expenses, discussed further below, net loss during our fiscal
2016 was further increased by $28,209 loss on settlement of debt,
when we converted $10,258 owed to Mr. Tozer into 51,290
restricted common shares (the Shares) of our common stock at a
deemed price of $0.20 per share. This loss was in part offset by
gain we recorded on fluctuation of foreign exchange rates
associated with the transactions we incurred in other than our
functional currency, which is United States dollar.

Our net loss during the fiscal 2015 was reduced by $85,519 gain
on forgiveness of advances, which we received during the fiscal
2014. To a small degree the above gain was offset by a loss on
fluctuation of foreign exchange rates associated with the
transactions we incurred in other than our functional currency.

Operating Expenses

The major components of our expenses for the year ended December
31, 2016 and 2015 are outlined in the table below:

	Year Ended December 31,					Percentage
						Increase / (Decrease)
Filing Fees	$	13,673		$	6,662	105.2%
General and Administrative		2,221				202.2%
Investigation Costs		—			57,500	(100.0)%
Mineral Exploration Costs		15,000			—	n/a
Professional Fees		77,133			74,184	4.0%
Total Operating Expenses	$	108,027		$	139,081	(22.3)%

Our operating expenses decreased by $31,054 or 22.3% from
$139,081 incurred during the year ended December 31, 2015 to
$108,027 incurred during the year ended December 31, 2016. The
decrease was mainly due to $57,500 in project investigation costs
we incurred in our Fiscal 2015 which were associated with our
entry into the share purchase agreement to acquire all issued and
outstanding shares of Boomchat Inc., which we did not complete.
The decrease in project investigation costs was offset in part by
increases in our other operating expenses which were directly
associated with the due-diligence on acquisition of the Claims.
As a result, our filing and regulatory expenses increased by
105.2% or $7,011 from $6,662 we incurred during the year ended
December 31, 2015, to $13,673 we incurred during the year ended
December 31, 2016; general and administrative expenses increased
202.2% or $1,486 from $735 we incurred during the year ended
December 31, 2015, to $2,221 we incurred during the year ended
December 31, 2016, and our professional fees increased by 4.0% or
2,949 from $74,184 we incurred during the year ended December 31,
2015, to $77,133 we incurred during the year ended December 31,
2016.

Liquidity and Capital Resources

Cash Flows

Year Ended December 31,
Net Cash used in Operating Activities	$	(53,527)		$	(69,175)
Net Cash used in Investing Activities	—	—
Net Cash from Financing Activities		53,696			68,631
Net Increase (Decrease) in Cash During Period	$			$	(544)

Working Capital

At December 31,			At December 31,		Percentage Increase / (Decrease)
Current Assets	$	8,789		$		1,798.3%
Current Liabilities		(110,122)			(100,440)	9.6%
Working Capital Deficit	$	(101,333)		$	(99,977)	1.4%

During the year ended December 31, 2016, we used net cash of
$53,527 to support our operating activities. We used $103,919 to
cover our cash operating costs and $8,157 to increase our prepaid
expenses. These uses of cash were offset by $41,875 increase in
our accounts payable, of which $36,000 was attributed to the
amounts due to our director and sole officer, and by $16,674
increase in accrued liabilities. During the year ended December
31, 2016, we borrowed $10,000 from Mr. Tozer, an arms-length
party, which loan was converted into shares of our common stock
at a deemed price of $0.20 per share. In addition, we borrowed
$39,850 under a credit line facility provided to us by Qinn Media
Limited. During the same period we borrowed $3,846 from our
director and sole officer.

During the year ended December 31, 2015, we used $69,175 to
support our operating activities. We used $139,642 to cover our
cash operating costs, which was offset by $54,522 increase in our
accounts payable, of which $36,000 was attributed to the increase
in the amount due to our director and sole officer, and by
$15,945 increase in accrued liabilities. Our operations during
the year ended December 31, 2015, were supported by $70,000 we
received in advances from a third-party, which were forgiven
along with an additional $5,559 debt for expenses that were paid
on our behalf by the third-party. During the said period we
repaid $1,369 in advances we received from our director and sole
officer.

We do not have sufficient funds to maintain our operations and
support our exploration initiatives for the next twelve months,
as such, we continue with our ongoing efforts to raise additional
capital by conducting additional issuances of our equity and debt
securities for cash. The sale of additional equity securities
will result in dilution to our stockholders. The incurrence of
indebtedness will result in increased debt service obligations
and could require us to agree to operating and financial
covenants that could restrict our operations or modify our plans
to grow the business. Financing may not be available in amounts
or on terms acceptable to us, if at all. Any failure by us to
raise additional funds on terms favorable to us, or at all, will
limit our ability to expand our business operations and could
harm our overall business prospects. We cannot assure you that
any financing can be obtained or, if obtained, that it will be on
reasonable terms. As such, our principal accountants have
expressed doubt about our ability to continue as a going concern
because we have limited operations and have not fully commenced
planned principal operations.

There are no known trends, events or uncertainties that have had
or that are reasonably expected to have a material impact on our
continuing operations.

We currently do not own any significant plant or equipment that
we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors.
Additionally, we believe that this fact shall not materially
change.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on
our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity with United
States generally accepted accounting principles requires our
management to make estimates and assumptions that affect the
reported amount 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 reporting period. Actual results could differ from
those estimates. Our management routinely makes judgments and
estimates about the effects of matters that are inherently
uncertain.

Our significant accounting policies are disclosed in Note 1 to
the annual financial statements included in our previously filed
Annual Report of Form 10-K for the fiscal year ended December 31,
2016, filed with the SEC on March 31, 2017.

PROPERTIES

We use office space at 9101 West Sahara Avenue, Suite 105 – 197,
Las Vegas, Nevada 89117. Our officer, Robert Fedun, provides the
office space at no charge to us. We believe that this arrangement
is suitable given that our current operations are primarily
administrative. We also believe that we will not need to lease
additional administrative offices for at least the next 12
months. There are currently no proposed programs for the
renovation, improvement or development of the facilities we use.

Our management does not currently have policies regarding the
acquisition or sale of real estate assets primarily for possible
capital gain or primarily for income. We do 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.

Our mineral properties are discussed in detail above under the
heading Item 1. Business.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning the
number of shares of our common stock owned beneficially as of
June 9, 2017 by: (i) each person (including any group) known to
us to own more than five percent (5%) of any class of our voting
securities, (ii) each of our directors and each of our named
executive officers (as defined under Item 402(m)(2) of Regulation
S-K), and (iii) officers and directors as a group. Unless
otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock(1)	Percentage of Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	Robert Fedun Chief Executive Officer, Chief Financial Officer, President, Secretary and Director	36,456,419 Shares (direct)	37.8%
Common Stock	David Bending Director	30,000,000 Shares (indirect)(2)	31.1%
Common Stock	Gilberto Arias Director	nil	0.0%
Common Stock	All Officers and Directors as a Group (3 person)	66,456,419 Shares	68.8%
5% SHAREHOLDERS
Common Stock	Robert Fedun 9101 West Sahara Avenue, Suite 105 – 197, Las Vegas, Nevada 89117	36,456,419 Shares (direct)	37.8%
Common Stock	David Bending 4410 Mountaingate, Reno Nevada,89519	30,000,000 Shares (indirect)(2)	31.1%
Common Stock	GEM Exploration Management 4410 Mountaingate, Reno Nevada,89519	30,000,000 Shares (direct)(2)	31.1%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to
direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to
vote or the power to dispose of the shares). In addition, shares
are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such
person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the persons actual ownership
or voting power with respect to the number of shares of common
stock actually outstanding on June 9, 2017. As of June 9, 2017,
there were 96,571,589 shares of our common stock issued and
outstanding.

(2)

The number of shares reported as beneficially owned by Mr.
Bending consists of 30,000,000 shares held by Gold Exploration
Management Inc. a company controlled by Mr. Bending.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name and positions of our sole
executive officer and director.

Name	Age	Positions
Robert Fedun		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
David Bending		Director
Gilberto Arias		Director

Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Robert Fedun: Mr Fedun has been actively
involved in the oil and gas industry for the past forty years.
From 1994 to 2012, Mr. Fedun served as Chief Executive Officer
and President of Dynamic Resources Corp., a corporation listed on
the CSE, engaged in oil and gas exploration primarily in North
Louisiana and Texas. From 1988 to 1994, Mr. Fedun served as Chief
Executive Officer and President of International Focus, a company
engaged in oil and gas exploration and gas compressing leasing.
From 1982 through 1988 Mr. Fedun was the Vice President of Sales,
Engineering and Manufacturing for PAMCO (Power Application and
Manufacturing Company). Mr. Fedun was responsible for quality
control of gas compressor packages, preparing budgets on future
sales, expanding domestic and international sales of gas
compressors.

David Bending: Mr. Bending, has over 35 years of
experience in the mining exploration and development industry,
including 14 years with Homestake Mining Company where he served
as Exploration Manager in Latin America, three years with
Texasgulf Exploration, and two years with Rio Tinto Exploration.
Mr. Bending has held numerous senior executive and senior
consulting positions with large exploration and mining companies.
His work has directly resulted in the identification of several
mineral discoveries and transactions in the United States, Canada
and Mexico. He is experienced with all aspects of mining law,
mining development trends, and business practices. He is fully
conversant in Portuguese, Spanish, French and English. Mr.
Bending obtained his B.Sc. in Geology with honors from the
University of Oregon, and he completed his M.Sc. at the
University of Toronto in Mineral Deposits Geology, Geochemistry
and Geophysics.

Gilberto Arias: Mr. Arias is a Senior Advisor at
Energeia, a network of researchers and climate change
negotiators. Formerly a diplomat, Mr. Arias led the climate
change delegation of Panama and acted as a Senior Advisor to the
delegations of the Dominican Republic and the Marshall Islands.
Mr. Arias focus has been on energy, agriculture, water, and
cooperative arrangements in sustainable low carbon development.
His portfolio includes extensive policy writing and advisory work
on trade, climate change and sustainable development. Alongside
policy work, Mr. Arias worked on implementation initiatives among
public, private, and non-state entities.

Mr. Arias attended the University of Virginia from 1982 to 1986,
graduating with a Bachelor of Arts degree in philosophy and
economics. In 1986, following his graduation, he attended the
University of Cambridge, graduating with a degree in law in 1988
and an LLM in 1989. From 1990 through 2000 Mr. Arias worked as an
associate lawyer at Arias Fabrega Fabrega. From 2000 through 2009
Mr. Arias was an executive at the newspaper publishing group
Editora Panam America S.A., Panama. In 2008 he was appointed a
Director of Capital Bank, Panama, and in 2009 as Panama’s
Ambassador to the United Kingdom of Great Britain and Northern
Ireland where he served until November 2011. Currently Mr. Arias
works as a consultant on climate change and sustainable
development, collaborating with the OECD, the World Resources
Institute, and Energeia.

Significant Employees

We have no significant employees other than our sole executive
officer and director.

Terms of Office

Our directors are elected to hold office until the next annual
meeting of the shareholders and until his respective successor(s)
has been elected and qualified. Our executive officers are
appointed by our board of directors and holds office until
removed by our board of directors or until his successor(s) is
appointed.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid or
accrued to our named executive officers, as that term is defined
in Item 402(m)(2) of Regulation S-K , and to our directors,
during our last two completed fiscal years.

SUMMARY COMPENSATION TABLE
Name Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Robert Fedun President, Secretary, CEO CFO		$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$36,000(1) $36,000(1)	$36,000 $36,000

Note:

(1)

Represents amounts we paid or accrued to Mr. Fedun, for
consulting services.

Outstanding Equity Awards at Fiscal Year End

As at December 31, 2016, we had no outstanding equity awards.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as set forth below, none of the following parties has,
in the last two years, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed
transaction that has or will materially affect us:

Any of our directors or officers;

Any person proposed as a nominee for election as a director;

Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our
outstanding shares of common stock;

Any of our promoters; and

Any member of the immediate family (including spouse, parents,
children, siblings and in-laws) of any of the foregoing persons.

During the year ended December 31, 2016, we accrued $36,000 in
consulting fees with Mr. Fedun, our director, President, CEO and
the CFO (2015 – $36,000). As of December 31, 2016, we were
indebted to Mr. Fedun in the amount of $10,038 (2015 – $61,477)
for unpaid fees, which were included in accounts payable.

On November 11, 2016, to a debt settlement agreement with Mr.
Fedun, dated for reference October 8, 2016, and issued to Mr.
Fedun 456,419 common shares of the Company. The shares were
issued to the provisions of Regulation S of the United States
Securities Act of 1933, as amended (the Act). Mr. Fedun
represented that he was not a resident of the United States and
were otherwise not U.S. Persons as that term is defined in Rule
902(k) of Regulation S of the Act.

On October 28, 2016, the Company received $15,000 as a
non-interest bearing advance from Greg Fedun, a relative of our
President and director. The advance was used to pay for the
preliminary exploratory work on the Claims. The Company repaid
the advance during the same year.

Director Independence

Our common stock is quoted on the OTC Bulletin Board inter-dealer
quotation system, which does not have director independence
requirements. Under NASDAQ Rule 5605(a)(2), a director is not
considered to be independent if he or she is also an executive
officer or employee of the corporation. Our director, Robert
Fedun is also our sole executive officer and is therefore not
independent. David Bending and Gilberto Arias do not hold
executive officer positions and are considered independent.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and, to our
knowledge, no such proceedings are threatened or contemplated.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Quotations for our common stock are entered on the OTC Link
alternative trading system on the OTCPINK marketplace under the
symbol HZNM” (formerly SFDY). The table below presents the range
of high and low closing prices of our common stock for the last
nine fiscal quarters as reported by Stockwatch.com. The closing
prices represent inter-dealer quotations, without adjustments for
retail mark-ups, markdowns or commissions and may not necessarily
represent actual transactions.

Quarter Ended	High	Low
Fiscal Year 2017
March 31, 2017	$1.37	$0.31
Fiscal Year 2016
December 31, 2016	$0.80	$0.41
September 30, 2016	$0.40	$0.06
June 30, 2016	$0.10	$0.06
March 31, 2016	$0.249	$0.10
Fiscal Year 2015
December 31, 2015	$0.50	$0.20
September 30, 2015	$0.55	$0.33
June 30, 2015	$0.50	$0.35
March 31, 2015	$0.60	$0.35

Registered Holders of Our Common Stock

As of June 9, 2017, there were 36 registered holders of our
common stock. We believe that a large number of stockholders hold
stock on deposit with their brokers or investment bankers
registered in the name of stock depositories.

Dividends

We have not declared or paid dividends on our common stock since
our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any,
in the future, will be at the discretion of our Board of
Directors and will depend on our then current financial
condition, results of operations, capital requirements and other
factors deemed relevant by the Board of Directors. There are no
contractual restrictions on our ability to declare or pay
dividends.

RECENT SALES OF UNREGISTERED SECURITIES

On October 4, 2016, to our asset purchase agreement with Gold
Exploration Management Inc. (GEM), we issued 30,000,000 shares of
our Common Stock to GEM. The shares were issued in reliance upon
the exemption from securities registration afforded by the
provisions of Section 4(2) of the Securities Act of 1933, as
amended, (Securities Act), and Regulation D, as promulgated by
the U.S. Securities and Exchange Commission under the Securities
Act.

On November 11, 2016, to the debt settlement agreements with Mr.
Evan Tozer, and Mr. Robert Fedun, dated for reference October 8,
2016, we issued Mr. Tozer, and Mr. Fedun 51,290 and 456,419
common shares of the Company, respectively. The shares were
issued to the provisions of Regulation S of the United States
Securities Act of 1933, as amended (the Act). Mr. Tozer, and Mr.
Fedun represented that they were not residents of the United
States and were otherwise not U.S. Persons as that term is
defined in Rule 902(k) of Regulation S of the Act.

DESCRIPTION OF REGISTRANTS SECURITIES

Common Stock

Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in
dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available
therefore. In the event of our liquidation, dissolution, or
winding up, the holders of common stock are entitled to share pro
rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no
preemptive rights to purchase our common stock. There are no
conversion or redemption rights or sinking fund provisions with
respect to the common stock.

Preferred Stock

We are not authorized to issue shares of preferred stock.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to
purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to
purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities
convertible into shares of our common stock or any rights
convertible or exchangeable into shares of our common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws in Article 12 provide that to the fullest extent
permitted by Delaware law the Company shall indemnify our
Directors and officers against expenses (including attorneys’
fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding in which such
person was or is a party or is threatened to be made a party by
reason of the fact that such person is or was a director or
officer of the corporation.

The indemnification provisions in our bylaws may discourage
stockholders from bringing a lawsuit against directors for breach
of their fiduciary duty. These provisions may also have the
effect of reducing the likelihood of derivative litigation
against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In
addition, your investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against
directors and officers to these indemnification provisions. We
believe that the indemnification provisions in our Certificate of
Incorporation, as amended, are necessary to attract and retain
qualified persons as Directors and officers.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such Director, officer, or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

FINANCIAL STATEMENTS AND EXHIBITS.

Audited financial statements for the years ended December 31,
2016, and 2015 were previously filed with our Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, filed with
the SEC on March 31, 2017.

Unaudited financial statements for the quarter ended March 31,
2017 and 2016 were previously filed with our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2017, filed with
the SEC on May 5, 2017.

(d)

Exhibits

The following exhibits are either provided with this Current
Report or are incorporated herein by reference:

Exhibit Number	Name and/or Identification of Exhibit
	Articles of Incorporation By-Laws
a. Articles of Incorporation (1)
	b. Bylaws (1)
10.1	Letter Agreement dated March 15, 2014 among Horizon Minerals Corp. and Boomchat Inc.(2)
10.2	Share Purchase Agreement dated for reference April 6, 2015 among the Company, Dan Clayton, Boomchat Inc. and Robert Fedun.(5)
10.3	Asset Purchase Agreement by and between Gold Exploration Management Inc. and Horizon Minerals Corp. dated October 4, 2016.(6)
10.4	Debt Settlement Agreement between Mr. Evan Tozer and Horizon Minerals Corp. dated October 8, 2016.(7)
10.5	Debt Settlement Agreement between Mr. Robert Fedun and Horizon Minerals Corp. dated October 8, 2016(7)
10.6	Amendment No. 1 to Asset Purchase Agreement, dated December 20, 2016.(8)
	Code of Ethics(4)
	Rule 13a-14(a)/15d-14(a) Certification(8)
	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)(8)
99.1	Audit Committee Charter(3)
	Interactive Data File
	(INS) XBRL Instance.
(SCH) XBRL Taxonomy Extension Schema.
	(CAL) XBRL Taxonomy Extension Calculation Linkbase.
(DEF) XBRL Taxonomy Extension Definition Linkbase.
	(LAB) XBRL Taxonomy Extension Label Linkbase.
(PRE) XBRL Taxonomy Extension Presentation Linkbase.

Notes:

(1)

Incorporated by reference to the Registration Statement on Form
S-1, previously filed with the SEC on September 13, 2011.

(2)

Incorporated by reference to the Current Report on Form 8-K,
previously filed with the SEC on March 20, 2014.

(3)

Incorporated by reference to the Annual Report on Form 10-K,
previously filed with the SEC on March 31, 2014.

(4)

Incorporated by reference to the Annual Report on Form 10-K,
previously filed with the SEC on March 30, 2015

(5)

Incorporated by reference to the Current Report on Form 8-K,
previously filed with the SEC on April 13, 2015.

(6)

Incorporated by reference to the Current Report on Form 8-K,
previously filed with the SEC on October 12, 2016.

(7)

Incorporated by reference to the Quarterly Report on Form 10-Q,
previously filed with the SEC on November 15, 2016.

(8)

Incorporated by reference to the Annual Report on Form 10-K,
previously filed with the SEC on March 31, 2017.

ITEM 8.01

OTHER EVENTS.

In February 10, 2017, as a result of unauthorized recent
promotional activities related to our stock, the Alberta
Securities Commission (the ASC) initiated a 15 day temporary halt
trade order. The Company cautions investors that the information
contained in such unauthorized promotional materials may not be
accurate and the Company accepts no responsibility for the
accuracy of the information contained in these promotions.

Following the 15 day period the halt lapsed and the ASC advised
that it will not be seeking an extension. The Company is
cooperating fully with the ASC investigation.

About Horizon Minerals Corp. (OTCMKTS:HZNM)

Horizon Minerals Corp. is a shell company. The Company is a development-stage company, which has no business operations or significant assets. The Company is seeking to acquire a business. The Company has not generated any revenue.