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«BY December 2011 SCOTT HOGG & ASSOCIATES LTD TABLE OF CONTENTS 1 INTRODUCTION 2 GREMLIN PROJECT 2.1 Overview 2.2 Project Chronology 2.3 Mineral ...»

Black Widow Resources Inc.

Interpretation and Magnetic Modelling Report

Heli-GT, 3 Axis Magnetic Gradient Survey

Gremlin Property

James Bay Lowlands, Northern Ontario

BY

December 2011

SCOTT HOGG & ASSOCIATES LTD

TABLE OF CONTENTS

1 INTRODUCTION

2 GREMLIN PROJECT

2.1 Overview

2.2 Project Chronology

2.3 Mineral Claims

2.4 Local Mineralization

3 GEOPHYSICAL SURVEYS

3.1 Geotech VTEM Survey

3.2 Scott Hogg & Associates Ltd. Heli-GT Survey

4 INTERPRETATION AND MAGNETIC MODELLING

4.1 Basement Depth

4.2 Conductive Targets

1

1 INTRODUCTION

In September of 2011, Black Widow Resources Inc. contracted Scott Hogg & Associates Ltd. (SHA) to carry out a helicopter towed aeromagnetic gradient survey over their Gremlin property in the James Bay Lowlands of Ontario. The survey mapped several magnetic anomalies relating to know conductors. This report provides details of magnetic modelling and recommendations for follow-up.

2 GREMLIN PROJECT

2.1 Overview The Gremlin Project is named for a linear feature that bisects the project area. In the context of this project, the term Gremlin is an acronym of sorts, used by the late Donald MacFadyen. In the regional magnetic dataset of Canada, long continental-scale linear features can be traced for upwards of several hundred kilometers. Of interest to Mr.

MacFadyen, were the linear features that were remanently magnetized and he coined the term Gremlin, meaning Great, REManent LINear (or, alternatively Great, REversely Magnetized LINear).

Figure 1 below shows a regional magnetic map of Northern Ontario. A Gremlin is highlighted in blue, traced over a length of approximately 130km. The Gremlin Project is located at the north end of the linear feature, after it crosses through the Ring of Fire.

The Ring of Fire is another crustal-scale feature and host to many base metal discoveries made in the mid to late 2000 (figure 2).

–  –  –

??? 2003 Area first staked by Spider Resources Inc. (Spider) and KWG Resources Inc. (KWG) Jan 2005 VTEM magnetic and electromagnetic survey performed Feb 2010 Project re-staked by Spider (50%) and Greenstone Exploration Company Ltd. (Greenstone) (50%) May 2010 VTEM survey data interpreted by Scott Hogg & Associates Ltd. (SHA) Jun 2010 Additional claims staked by Spider Jun 2011 Spider transfers full 50% interest to Black Widow Resources Inc. (Black Widow) Greenstone transfers 25% interest to Black Widow Oct 2011 High Resolution Heli-GT magnetic gradiometer survey flown by SHA.

Dec 2011 Additional ten claims staked by Black Widow

–  –  –

The area was first staked in 2003 by Spider Resources Inc. The property was kept in good standing for three years and subsequently lapsed. Nineteen claims were re-staked in the winter of 2010. Ownership of the claims was evenly shared by Spider and Greenstone Exploration Company Ltd. In the following summer, an additional ten claims were staked in the name of Spider.

In June of 2011, Spider transferred their ownership in the claims to Black Widow Resources Inc. Greenstone transferred half of their ownership in the first nineteen claims to Black Widow. Finally, in the late fall of 2011, an additional ten claims were staked by Black Widow. The geophysical interpretation in this report is based on survey data that predated these claims, however. Figure 2 below shows the current Gremlin property layout of 39 claims.

–  –  –

The Gremlin project is located approximately 25km north of the Ring of Fire. The Ring of Fire is host to numerous base metal deposits, discovered in the mid to late 2000s.

East of the Ring of Fire, and south east of the Gremlin project lies the Kyle group of six kimberlite pipes, discovered over the period 1994 to 2011.

Figure 3 below shows the Gremlin property and the location of the known metal and kimberlite discoveries in the area.

–  –  –

3.1 Geotech VTEM Survey In January 2005, an electromagnetic and magnetic VTEM survey was performed over the area by Geotech Ltd. The data was interpreted by Scott Hogg & Associates Ltd. in May and June of 2010. Details of the survey and interpretation results were published in

two reports:

Interpretation of a Helicopter-Borne Electromagnetic and Magnetic VTEM Survey Carried out by Geotech Ltd. on behalf of Spider Resources Inc. Gremlin Project, Ontario, Canada, Scott Hogg & Associates Ltd., May 2010 and Kimberlite Potential Report of a Helicopter-Borne Electromagnetic and Magnetic VTEM Survey Carried out by Geotech Ltd. on behalf of Spider Resources Inc. Gremlin Project, Ontario, Canada, Scott Hogg & Associates Ltd., June 2010 The VTEM Interpretation report highlighted a number of conductive bodies. Figure 4 below shows the location of the conductor axes, on an EM decay constant colour background.

–  –  –

To follow up the VTEM survey, a high-resolution magnetic gradiometer (Heli-GT) survey was conducted. The survey was flown by Scott Hogg & Associates Ltd. in October





2011. The survey details and results are published in the report:

Black Widow Resources Inc., Heli-GT, 3 Axis Magnetic Gradient Survey, Gremlin Property, James Bay Lowlands, Northern Ontario, Operations and Processing Report, Scott Hogg & Associates Ltd., October 2011 The Heli-GT survey mapped, in detail, a number of magnetic anomalies associated with the known conductors. Figure 6 below shows the total magnetic field GT-Grid with the location of the conductor targets. The claim fabric in the figure represents the claims recorded at the time of the survey.

–  –  –

The Heli-GT survey has mapped the magnetic anomalies associated with many conductive and non-conductive targets identified in earlier surveys. The following section contains magnetic models and discussion of the new magnetic data. The modelling program used was developed by Scott Hogg & Associates Ltd. The program allows for the simultaneous inverse modelling of up to five separate bodies.

All depths in the models that follow are given in metres below magnetic sensor  (nominally 30 metres above ground).

All magnetic susceptibilities are given in milli-SI units (i.e. 36 mSI = 0.036 SI).

 All coordinates are presented in NAD 83, UTM Zone 16n.

 For each model, a graphic report is included. An explanation of the content of the report is shown below.

–  –  –

The survey area is located near the western margin of the James Bay Lowlands basin.

Here the basement is overlain by a cover of Paleozoic sedimentary rock. Before modelling of exploration targets, a few well-isolated basement features were chosen for modelling to determine a reasonable figure for depth to basement.

The three model reports are presented below. The depth to basement ranges from 61m to 67m below sensor (~31m to 36m below ground). This nominal depth is used as a principal judge of the suitability of the magnetic models to follow.

Test model 1

–  –  –

Anomaly A Anomaly A presented as a broad conductor in the VTEM survey with an associated magnetic anomaly. The peak profile response was on the western most line of the VTEM survey and the anomaly was not fully mapped.

The Heli-GT survey expanded and enhanced the magnetic coverage and Anomaly A appears as a discrete body within a north-south aligned feature. The magnetic profile follows the strike of the feature and was difficult to model. In the model report below, Anomaly A is represented by Model A (red). A second short, east-west body was added to provide some baseline for the north south feature. This second body (B) was added to provide a baseline for the main body and the tabled model parameters are not useful.

The modeled depth of 67m below sensor (i.e. ~37m below surface) is in line with expectations. This is an intriguing target, but it is unclear how the conductivity relates to the magnetic anomaly. Since the VTEM survey did not fully map the body, the possibility exists that the conductive zone is thin and north-south striking, on the west side of the body. A ground HLEM and magnetic survey is recommended before drill testing.

–  –  –

Anomaly B was a very weak conductor in the VTEM survey, chosen for consideration only pending favourable results at A. There was no discernible magnetic anomaly associated with B in either the VTEM or the Heli-GT surveys.

Anomaly C Anomaly C is the first of a series of WNW-ESE striking linear conductors. There is a weak magnetic anomaly associated with C and presented below as body A (red). As before, the second body has been added to provide baseline to the main profile. The fit of Model B is not good and the results should be ignored.

The modeled depth of 60m is in line with expectations. The body has a steep, northerly dip, which is in agreement with the interpretation of the EM response. Follow up to Anomaly C should be secondary to other anomalies in the group.

–  –  –

Anomaly D lies east of Anomaly C. D is also part of the group of co-linear conductors (also including E and F). The magnetic profile response implies two parallel bodies.

The main body is represented by Model A.

The model results show anomaly D steeply dipping, at a depth of 85m below sensor.

This is a little deeper than expected, but no unreasonable. This is second in a series of co-linear conductors. Follow-up should include ground HLEM and magnetic survey to better map how the conductive zone relates to the modelled response. Any follow-up should be secondary to results on other anomalies in the group.

–  –  –

Anomaly E lies in the same linear trend as C and D and is represented as the red body in the model scenario below.

It is at anomaly E that the VTEM conductive response was the highest in this series of anomalies. Follow-up on this group of anomalies should begin here. The depth of 62 metres below sensor is in line with expectations. The body is steeply dipping slightly northward, in agreement with the VTEM profile interpretation. An inclined drill hole should approach this body from the north. A ground HLEM and magnetic survey would be prudent before siting a drill hole.

15Anomaly F

Anomaly F is the easternmost linear conductor in the series C through F. The weak magnetic anomaly has been modelled using the red and blue bodies below. As in previous models, a third (green) body C has been added to provide baseline for the AB body combination below. The results of body C are not reliable.

Any follow-up to this anomaly should be secondary to Anomaly E. The bodies are steeply dipping and the modelled depth on the order of 70m is reasonable. A ground HLEM and magnetic survey should be conducted to better map the relationship between the conductor and the magnetic model results.

Anomaly G Anomaly G was a short conductive response, striking parallel to the group C through F.

There is no discernible magnetic anomaly associated with anomaly G. Follow-up should include ground HLEM.

–  –  –

Anomaly H was the most conductive response in the VTEM survey, but was not completely mapped. The Heli-GT survey limits extended further north and the magnetic response has been mapped and represented by the blue body (B) below. Anomaly H has been broken by the Gremlin feature and an offset extension of H lies on the east side.

The model response indicates a steep, slightly northerly dip. Although the VTEM response was not complete, a steep northerly dip was implied by the partial profile. The depth of 90m is a little higher than expected. Ground follow-up should include an HLEM survey to investigate the conductive response beyond the northern limit of the VTEM survey. A ground magnetic profile would be beneficial to help determine the depth before siting a hole.

17Anomaly I

The axis of Anomaly I was off the north end of the VTEM survey and only a suggestion of a response was mapped. There is no discernible magnetic anomaly in the Heli-GT data to model. Any follow-up at this site should be secondary to Anomaly H. Ground mag and HLEM should be conducted to map the body.

–  –  –

18



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