Cesar Minerals Corp.
British Columbia
Overview
The Issuer is a mineral exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. In November 2020, the Issuer entered into an option agreement to acquire a 100% interest in and to the SAT property for certain cash and share payments. The SAT property is an early stage exploration property located in the Stikine Terrane in north central British Columbia which the Issuer believes may be prospective for copper-gold. The Issuer is raising funds to commence an initial exploration program on the SAT property and for working capital.
Crowdfunded Activities
Here's how CESAR MINERALS CORP. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $27,630 |
| Portal Fees (Note1) | $400 | $2,370 |
| TOTAL | $5,000 | $30,000 |
| Note1 See Compensation Paid to Funding Portal of this Offering Document |
CESAR MINERALS CORP.
- Company Website: N/A
- Head Office Address: Suite 830 - 1100 Melville Street, Vancouver, BC V6E 4A6
- Company Phone No: 604.365.1522
- Company Email Address: alex@jordaocapital.com
The Issuer is a mineral exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. In November 2020, the Issuer entered into an option agreement to acquire a 100% interest in and to the SAT property for certain cash and share payments. The SAT property is an early stage exploration property located in the Stikine Terrane in north central British Columbia which the Issuer believes may be prospective for copper-gold. The Issuer is raising funds to commence an initial exploration program on the SAT property and for working capital.
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Offering Document
Full legal name: CESAR MINERALS CORP.
Head office address: Suite 830 - 1100 Melville Street, Vancouver, BC V6E 4A6
Telephone: 604.365.1522
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Alexander Helmel
Position held with the issuer: Director
Business address: Suite 830 - 1100 Melville Street, Vancouver, BC V6E 4A6
Business telephone: 604.537.8198
Fax: N/A
Business e-mail: alex@jordaocapital.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Issuer is a mineral exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. In November 2020, the Issuer entered into an option agreement to acquire a 100% interest in and to the SAT property for certain cash and share payments. The SAT property is an early stage exploration property located in the Stikine Terrane in north central British Columbia which the Issuer believes may be prospective for copper-gold. The Issuer is raising funds to commence an initial exploration program on the SAT property and for working capital.
Management
Full legal name: Brett Matich
Municipality of residence: Vancouver, BC
Email address: N/A
Position at issuer: CEO
Principal occupation for the last five years: CEO of the Company, Member of Australian Institute of Directors and American Society of Civil Engineers.
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Matich has been in the mining industry over a 25-year period, has acted as CEO for listed Companies on the Australian, Toronto and London Stock Exchanges. He is currently a member of the American Society of Civil Engineers (ASCE) & the Australian Institute of Company Directors (AICD). Past experiences include: as CEO of ASX-listed Aztec Resources Ltd (ASX: AZR) where the company identified the potential and oversaw the development of the Koolan DSO hematite deposit, AZR rose from a A$1 million market capitalization to a A$300 million merger with ASX listed Mount Gibson Iron Ltd (ASX: MGX); as CEO of ASX-listed Fox Resources Ltd (ASX: FXR) where the company identified the potential and reactivated the Karratha nickel-copper mining operation within two short years; as CEO of TSXV-listed Cap-Ex Ventures Ltd (TSXV: CEV) where this company developed an un-drilled Block 103 magnetite prospect into 43:101 Compliant Inferred Resource of 7.2 Billion Tons at 29.2%TFe and awarded Top 50 TSXV member in 2012. In addition, TSXV-listed Max Resource Corp. (TSXV: MXR) was awarded top 10 ranking in the mining sector of the 2021 TSX Venture 50 of which Mr. Matich is currently the CEO and President.
Number and type of securities of the issuer owned: 4,000,000 Common Shares
Date securities were acquired and price paid for the securities: 2,000,000 @ $0.005 November 16, 2020 and 2,000,000 @ $0.05 December 14, 2020
Percentage of the issuer's securities held as of the date of this offering document: 19.6%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
N/A
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
N/A
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
N/A
An offence under the criminal legislation of any other foreign jurisdiction:
N/A
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
N/A
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
N/A
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
N/A
Full legal name: Alexander Helmel
Municipality of residence: Vancouver, BC
Email address: alex@jordaocapital.com
Position at issuer: CFO and Director
Principal occupation for the last five years: Director and/or CFO of public and private companies
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Helmel is an independent management consultant, possessing specific expertise working with early-stage venture companies within the Canadian capital markets. Mr. Helmel focuses on private to public market transitions, corporate governance, the development of senior management teams and corporate growth strategies. Mr. Helmel has served as a director and/or officer for numerous private, and Canadian Securities Exchange- and TSX Venture Exchange-listed corporations.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000,000 @ $0.005 November 16, 2020
Percentage of the issuer's securities held as of the date of this offering document: 4.9%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
N/A
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
N/A
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
N/A
An offence under the criminal legislation of any other foreign jurisdiction:
N/A
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
N/A
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
N/A
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
N/A
Full legal name: Paul John
Municipality of residence: Vancouver, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Director and consultant to public and private companies
Expertise, education, and experience that is relevant to the issuer's business:
Mr. John graduated from the University of Victoria, B.C. with a Bachelor of Arts degree, majoring in Economics and Political Science. He acquired the Work Wear World franchise in the interior of British Columbia and sold his chain of stores to Mark's Work Warehouse in 1999, a publicly traded company listed on the Toronto Stock Exchange. In 2001 Paul was appointed General Manager, Franchises for Work World, a position he held until 2010. Mr. John has been a director or consultant of many private and public companies and is currently a Director of TSXV-listed Max Resource Corp. (TSXV: MXR).
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: 0%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
N/A
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
N/A
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
N/A
An offence under the criminal legislation of any other foreign jurisdiction:
N/A
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
N/A
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
N/A
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
N/A
Full legal name: Adrian Smith
Municipality of residence: Port Coquitlam, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Geologist
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Smith is a professional geologist with over a decade of experience in the mining and exploration industry. He has served as an underground mine geologist and has been involved in successfully identifying, modeling, and producing ore in addition to known reserves. Currently Mr. Smith is CEO of TSXV-listed Arc Pacific Resources Corp. (TSXV: ARC), President of TSXV-listed M3 Metals Corp. (TSXV: MT) and sits on the boards of ML Gold Corp. and Go Cobalt Mining Corp. He graduated from Simon Fraser University with a Bachelor of Science degree specializing in Geology, and has been a member of APEG BC since 2008.
Number and type of securities of the issuer owned: 250,000 Common Shares
Date securities were acquired and price paid for the securities: 250,000 @ $0.05 December 14, 2020
Percentage of the issuer's securities held as of the date of this offering document: 1.2%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
N/A
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
N/A
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
N/A
An offence under the criminal legislation of any other foreign jurisdiction:
N/A
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
N/A
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
N/A
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
N/A
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp. (Vested.ca)
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Quebec, Ontario, Saskatchewan
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any: N/A
Type Of Securities Being Issued
Type of securities being offered: Special Warrants convertible into common shares
Voting rights: N/A
Dividends: N/A
Rights on dissolution: N/A
Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Company or (ii) upon the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the special warrants or (iii) on that date that is 18 months from the date of issuance of the Special Warrants. Investors are advised to consult their own legal advisors in this regard.
Other:
N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount $5,000 50,000 Maximum offering amount $30,000 300,000 Price per eligible security $.10 Price per flow-through share N/A Minimum investment amount per purchaser: $100
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to CESAR MINERALS CORP. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
The Issuer is a mineral exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. In November 2020, the Issuer entered into an option agreement to acquire a 100% interest in and to the SAT property for certain cash and share payments. The SAT property is an early stage exploration property located in the Stikine Terrane in north central British Columbia which the Issuer believes may be prospective for copper-gold.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a corporation incorporated pursuant to the Business Corporations Act (British Columbia).
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the Head Office of the Issuer.
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.
Total securities outstanding as at the date of the offering is 20,400,000 common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised $1,267,500 from the sale of common shares. These funds are being used by the Issuer for general working capital. $15,000 @ $.005, $262,500 @ $.05, $990,000 @ $.10.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,600 $27,630 Portal Fees (Note1) $400 $2,370 TOTAL $5,000 $30,000 Note1 See Compensation Paid to Funding Portal of this Offering Document Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1. Compensation:
1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The fee shall be credited to the final payment proceeds at closing.
(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts pursuant to section 5.1 above.
(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as [2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC] shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer pursuant to section 5.1 above. The Processing Fees are subject to change without notice.
(d) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 150,000 Compensation Special Warrants (the "Compensation Special Warrants").
(collectively, the "Fees").
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:
(a) The Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and will not generate earnings or pay dividends in the near future.
(b) Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.
(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.
(e) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares.
(f) The Issuer has only limited funds with which to identify and evaluate potential acquisitions and there can be no assurance that the Issuer will be able to identify a suitable acquisition.
(g) Even if a proposed a transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction.
(h) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.
As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: CEO
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: CEO of the Company, Member of Australian Institute of Directors and American Society of Civil Engineers.
About:
Mr. Matich has been in the mining industry over a 25-year period, has acted as CEO for listed Companies on the Australian, Toronto and London Stock Exchanges. He is currently a member of the American Society of Civil Engineers (ASCE) & the Australian Institute of Company Directors (AICD). Past experiences include: as CEO of ASX-listed Aztec Resources Ltd (ASX: AZR) where the company identified the potential and oversaw the development of the Koolan DSO hematite deposit, AZR rose from a A$1 million market capitalization to a A$300 million merger with ASX listed Mount Gibson Iron Ltd (ASX: MGX); as CEO of ASX-listed Fox Resources Ltd (ASX: FXR) where the company identified the potential and reactivated the Karratha nickel-copper mining operation within two short years; as CEO of TSXV-listed Cap-Ex Ventures Ltd (TSXV: CEV) where this company developed an un-drilled Block 103 magnetite prospect into 43:101 Compliant Inferred Resource of 7.2 Billion Tons at 29.2%TFe and awarded Top 50 TSXV member in 2012. In addition, TSXV-listed Max Resource Corp. (TSXV: MXR) was awarded top 10 ranking in the mining sector of the 2021 TSX Venture 50 of which Mr. Matich is currently the CEO and President.
- Position at Issuer: CFO and Director
- Municipality of Residence: Vancouver, BC
- Email Address: alex@jordaocapital.com
- Principal Occupation for the Last Five Years: Director and/or CFO of public and private companies
About:
Mr. Helmel is an independent management consultant, possessing specific expertise working with early-stage venture companies within the Canadian capital markets. Mr. Helmel focuses on private to public market transitions, corporate governance, the development of senior management teams and corporate growth strategies. Mr. Helmel has served as a director and/or officer for numerous private, and Canadian Securities Exchange- and TSX Venture Exchange-listed corporations.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Director and consultant to public and private companies
About:
Mr. John graduated from the University of Victoria, B.C. with a Bachelor of Arts degree, majoring in Economics and Political Science. He acquired the Work Wear World franchise in the interior of British Columbia and sold his chain of stores to Mark's Work Warehouse in 1999, a publicly traded company listed on the Toronto Stock Exchange. In 2001 Paul was appointed General Manager, Franchises for Work World, a position he held until 2010. Mr. John has been a director or consultant of many private and public companies and is currently a Director of TSXV-listed Max Resource Corp. (TSXV: MXR).
- Position at Issuer: Director
- Municipality of Residence: Port Coquitlam, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Geologist
About:
Mr. Smith is a professional geologist with over a decade of experience in the mining and exploration industry. He has served as an underground mine geologist and has been involved in successfully identifying, modeling, and producing ore in addition to known reserves. Currently Mr. Smith is CEO of TSXV-listed Arc Pacific Resources Corp. (TSXV: ARC), President of TSXV-listed M3 Metals Corp. (TSXV: MT) and sits on the boards of ML Gold Corp. and Go Cobalt Mining Corp. He graduated from Simon Fraser University with a Bachelor of Science degree specializing in Geology, and has been a member of APEG BC since 2008.
All Team Members & Relevant Parties
Brett Matich
Alexander Helmel
Paul John
Adrian Smith
0 Investors Needed
Offering up to 300,000 Special Warrants convertible into common shares at $ 0.10
Minimum Investment: $100
Funding Closed
179 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Mar 31, 2021
Note: All funds are expressed in Canadian dollars.