ARCTIC FOX MINERALS
Ontario
Overview
The Company is currently engaged in the business of mineral exploration in the Northwest Territories, Canada.
Pursuant to an assignment and assumption agreement dated December 04, 2020 (the “Assignment Agreement”) between Rover Metals Corp. (“Rover”) and the Company, the Company has assumed Rover’s first option to acquire a 75% interest (the “First Option”) in the Up Town Gold property (the “Up Town Gold Property” or the “Property”). Among other terms, In order to satisfy the terms of the First Option, Melius is required to issue shares and cash to Rover, make a payment to the original optioners, Silver Range Resources (“SNG”), and complete $1.25 million in expenditures on the Property. If and when the Company satisfies all obligations under the First Option, Rover has the option to purchase the remaining 25% of the Property (the “Second Option”) by making a share payment. Upon the exercise of the First Option, the Property assets shall become subject to a net smelter royalty return interest of 2% in favour of SNG, one half of which may be purchased by the Company for CAD$1,000,000 prior to commencing production.
The Property is located in Canada’s Northwest Territories, approximately three kilometers north of the city of Yellowknife. The Property is comprised of six mineral claims, totaling 3,267.24 hectares.
A geological report (the “Technical Report”) prepared by David White, P. Geo., who is a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), was completed in relation to the Property on January 27, 2021. The Technical Report recommends that the Company conduct a program consisting of geophysics (Induced Polarization survey) and diamond drilling, to retest historical drill results and to test any identified geophysical anomalies. The estimated budget is $650,000.
Crowdfunded Activities
Here's how MELIUS CAPITAL CORP. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $27,600 |
| Portal Fees (Note 1) | $400 | $2,400 |
| TOTAL | $5,000 | $30,000 |
| Note1 See item 9.1 of this document (Compensation) |
MELIUS CAPITAL CORP.
- Company Website: N/A
- Head Office Address: 409-22 Leader Lane, Toronto, Ontario M5E 0B2 Canada
- Company Phone No: 647.339.0434
- Company Email Address: rdavies@articfoxminerals.com
The Issuer is a mineral exploration company based in Toronto, ON. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. The Issuer is currently engaged in the business of mineral exploration in the Northwest Territories, Canada. The company is currently in the process of changing its name from Melius Capital Corp. to Arctic Fox Minerals Corp.
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Offering Document
Full legal name: MELIUS CAPITAL CORP.
Head office address: 409-22 Leader Lane, Toronto, Ontario M5E 0B2 Canada
Telephone: 647.339.0434
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Robert Davies
Position held with the issuer: CEO, President and Secretary
Business address: 409-22 Leader Lane, Toronto, Ontario M5E 0B2 Canada
Business telephone: 647.339.0434
Fax: N/A
Business e-mail: rdavies@articfoxminerals.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 Toronto, ON. The Issuer’s focus is to acquire and, if warranted, develop mineral exploration properties. The Issuer is currently engaged in the business of mineral exploration in the Northwest Territories, Canada. The company is currently in the process of changing its name from Melius Capital Corp. to Arctic Fox Minerals Corp.
Management
Full legal name: Paul Chung
Municipality of residence: Richmond, 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:
Paul Chung, 63, Independent Director
Mr. Chung is experienced in project management and possesses extensive skills in bringing companies to the public markets and negotiating international transactions. As a director for numerous public companies for over 35 years, Mr. Chung conducted operations throughout North and South America as well as China. As a geologist, Mr. Chung helped research and identified a suite of lithium projects including the Mariana brine in Argentina, the Avalonia project in Ireland and the Mavis Lake lithium/rare metals project in Ontario. These projects are now the core projects for International Lithium Corp. The Mariana Lake Project has a positive PEA and is now in the development stage under the direction of the project partner Jiangxi Ganfeng Lithium Co Ltd., the number one Lithium producer in China.
He is a co-founder of Telson Mining Corporation, which has the Campo Morado (2150 t/d), in production and in the process of completing the construction of the Tahuehueto mine which will be one of the highest grade gold mines in Mexico. Mr. Chung holds a Bachelor of Science Degree in Geology from the University of British Columbia and a Master of Business Administration from Athabasca University.
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: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(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:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(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:
Full legal name: Jessica Patterson
Municipality of residence: Orangeville, Ont.
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Chemist
Expertise, education, and experience that is relevant to the issuer's business:
Jessica Patterson, 35, Independent Director
Ms. Patterson has over 10 years' experience within the mining/mineral processing industries focused on analysis, Extractive Metallurgy, and more recently Chemistry. She began her career working for the Ministry of Northern Development and Mines where she quantitatively analyzed geological samples in order to profile their value and mineral composition.
Following her time with the MNDM, Ms. Patterson began specializing in Extractive Metallurgy at Glencore SINO (formerly Xstrata; XPS). Her contributions to the in-house Nickel Smelter as well as independent clients worldwide helped design, monitor and optimize their process’. During this time, she had an active role in several laboratory and pilot scale projects, including DC Furnace trials commissioned to design a safe and economically feasible Ferrochrome operation in Northern Ontario. Ms. Patterson holds an Advanced Diploma in Chemical Engineering Technology from Cambrian College.
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: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(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:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(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:
Full legal name: Michael Hudson
Municipality of residence: Ottawa, Ont.
Email address: N/A
Position at issuer: Chief Financial Officer and Director
Principal occupation for the last five years: Accountant
Expertise, education, and experience that is relevant to the issuer's business:
Michael Hudson, 74, Director, Chief Financial Officer
Michael Hudson has over 30 years of experience in public practice with Grant Thornton LLP, an accounting and business advisory firm. Michael was an assurance and business advisory partner providing services to various sectors including Oil and Gas, Property Management, Manufacturing, Retail, Federal and Municipal Government, and Owner Managed Business. Services to clients included, but not limited to, corporate structure to minimize risk and optimize tax strategies, forecasting and capital budgeting, acquisition and sale of businesses, governance issues and assisting clients with public offerings on both the TSX and NYSE.
During his time with Grant Thornton LLP, Mr Hudson served as Managing Partner of the Hamilton and Calgary offices and was a member of Management Committee and Policy Board of the firm for three years. He also served on a Merger Committee which planned and concluded a merger of two of Canada’s largest Accounting firms.
Mr. Hudson went on to join the Board of Directors of GeoGlobal Resources Inc a company exploring for Oil and Gas in India, Columbia and Israel. He chaired the Audit Committee with responsibility for recommendation to the Board for approval of quarterly and annual financial statements, appointment of and liaison with the external auditor, monitoring of a risk- based program to ensure compliance with SOX, GAAS, GAAP and SEC rules and regulations. Michael was also a member of the Reserve Committee and Nominating Committee.
Mr. Hudson is a member of CPA Canada and CPA Ontario.
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: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(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:
While Michael Hudson was director of Geoglobal Resourses Inc. (“Geoglobal”), Geoglobal was subject to cease trade orders (the “CTOs”). Each of the CTOs (revoked and active) were issued as a result of late filings of financial statements. All of the CTOs issued and revoked within the last 10 years were for a period of less than 30 days. Geoglobal has CTOs that were issued on April 18 and April 19, 2013 in Alberta and Ontario, respectively. Mr. Hudson was a director of Geoglobal at that time, resigning on May 2, 2013.
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(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:
Full legal name: Milos Masnikosa
Municipality of residence: Etobicoke, Ont.
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Financial Analyst
Expertise, education, and experience that is relevant to the issuer's business:
Milos Masnikosa, 26, Independent Director
Milos Masnikosa has over 3 years of experience in financial accounting and analysis. After graduating with honours from the Business Administration program at the Richard Ivey School of Business in 2017, Milos joined the financial reporting and analysis team at Walmart Canada. There he worked closely with internal stakeholders to guide their business units by providing valuable financial analysis and guidance on budgeting and reporting. He was then given the opportunity to join the Real Estate and Capital Management team at Walmart. In this role he was responsible for personally vetting all small scale internal capital investments for feasibility and financial rigor. He also created a financial modelling template to be used across the Canadian business to evaluate financial success of projects. After 2 years at Walmart, Milos left to join the startup space by providing financial modelling, accounting, analysis, and strategic advice to various startups. These startups ranged from FinTech, to Cannabis, to Pharmaceuticals, and Cloud Computing.
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: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(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:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(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:
Full legal name: Robert Davies
Municipality of residence: Toronto, Ont.
Email address: N/A
Position at issuer: Chief Executive Officer, President and Secretary
Principal occupation for the last five years: Civil Engineer, MBA, Executive
Expertise, education, and experience that is relevant to the issuer's business:
Robert Davies, 50, Chief Executive Officer, President, Secretary
Robert Davies has over 20 years of experience in the mining industry focused primarily on project development, engineering studies, investor relations and corporate finance. He was previously the Director of Business Development for SNC Lavalin’s Mining & Metallurgy business. Prior to joining SNC Lavalin, Mr. Davies was the CEO of Aethon Minerals Corp (now AbraPlata Resources); where he was responsible for the company’s successful listing in the TSX-V, overseeing the set-up and team hiring for their operations in Canada and Chile; as well as overseeing the mergers and acquisitions strategy of the company. Prior to joining Aethon, he was the Global Projects Director for General Electric’s Mining Solutions Business world-wide. Mr. Davies also worked in senior management roles at Inmet Mining, Kinross Gold and Barrick Gold; overseeing project development and execution, financial modelling, as well as operation efficiency and capital allocation programs. Prior to working in the mining industry, Mr. Davies worked in Nuclear Power projects around the world and in the oil and gas sector. Mr. Davies holds a B. Sc. Civil Engineering and a Masters in Business Administration from Queen’s University.
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: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(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:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(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:
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: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.
Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
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. 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 $0.10 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 MELIUS CAPITAL 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 Company is currently engaged in the business of mineral exploration in the Northwest Territories, Canada.
Pursuant to an assignment and assumption agreement dated December 04, 2020 (the “Assignment Agreement”) between Rover Metals Corp. (“Rover”) and the Company, the Company has assumed Rover’s first option to acquire a 75% interest (the “First Option”) in the Up Town Gold property (the “Up Town Gold Property” or the “Property”). Among other terms, In order to satisfy the terms of the First Option, Melius is required to issue shares and cash to Rover, make a payment to the original optioners, Silver Range Resources (“SNG”), and complete $1.25 million in expenditures on the Property. If and when the Company satisfies all obligations under the First Option, Rover has the option to purchase the remaining 25% of the Property (the “Second Option”) by making a share payment. Upon the exercise of the First Option, the Property assets shall become subject to a net smelter royalty return interest of 2% in favour of SNG, one half of which may be purchased by the Company for CAD$1,000,000 prior to commencing production.
The Property is located in Canada’s Northwest Territories, approximately three kilometers north of the city of Yellowknife. The Property is comprised of six mineral claims, totaling 3,267.24 hectares.
A geological report (the “Technical Report”) prepared by David White, P. Geo., who is a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), was completed in relation to the Property on January 27, 2021. The Technical Report recommends that the Company conduct a program consisting of geophysics (Induced Polarization survey) and diamond drilling, to retest historical drill results and to test any identified geophysical anomalies. The estimated budget is $650,000.
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 (Ontario).
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 53,336,840 common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised $521,810.00 from the sale of common shares. These funds are being used by the Issuer for general working capital.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,600 $27,600 Portal Fees (Note 1) $400 $2,400 TOTAL $5,000 $30,000 Note1 See item 9.1 of this document (Compensation) 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 preparing the 45-106F1 report] 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, 200,000 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: Director
- Municipality of Residence: Richmond, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Geologist
About:
Paul Chung, 63, Independent Director
Mr. Chung is experienced in project management and possesses extensive skills in bringing companies to the public markets and negotiating international transactions. As a director for numerous public companies for over 35 years, Mr. Chung conducted operations throughout North and South America as well as China. As a geologist, Mr. Chung helped research and identified a suite of lithium projects including the Mariana brine in Argentina, the Avalonia project in Ireland and the Mavis Lake lithium/rare metals project in Ontario. These projects are now the core projects for International Lithium Corp. The Mariana Lake Project has a positive PEA and is now in the development stage under the direction of the project partner Jiangxi Ganfeng Lithium Co Ltd., the number one Lithium producer in China.
He is a co-founder of Telson Mining Corporation, which has the Campo Morado (2150 t/d), in production and in the process of completing the construction of the Tahuehueto mine which will be one of the highest grade gold mines in Mexico. Mr. Chung holds a Bachelor of Science Degree in Geology from the University of British Columbia and a Master of Business Administration from Athabasca University.
- Position at Issuer: Director
- Municipality of Residence: Orangeville, Ont.
- Email Address: N/A
- Principal Occupation for the Last Five Years: Chemist
About:
Jessica Patterson, 35, Independent Director
Ms. Patterson has over 10 years' experience within the mining/mineral processing industries focused on analysis, Extractive Metallurgy, and more recently Chemistry. She began her career working for the Ministry of Northern Development and Mines where she quantitatively analyzed geological samples in order to profile their value and mineral composition.
Following her time with the MNDM, Ms. Patterson began specializing in Extractive Metallurgy at Glencore SINO (formerly Xstrata; XPS). Her contributions to the in-house Nickel Smelter as well as independent clients worldwide helped design, monitor and optimize their process’. During this time, she had an active role in several laboratory and pilot scale projects, including DC Furnace trials commissioned to design a safe and economically feasible Ferrochrome operation in Northern Ontario. Ms. Patterson holds an Advanced Diploma in Chemical Engineering Technology from Cambrian College.
- Position at Issuer: Chief Financial Officer and Director
- Municipality of Residence: Ottawa, Ont.
- Email Address: N/A
- Principal Occupation for the Last Five Years: Accountant
About:
Michael Hudson, 74, Director, Chief Financial Officer
Michael Hudson has over 30 years of experience in public practice with Grant Thornton LLP, an accounting and business advisory firm. Michael was an assurance and business advisory partner providing services to various sectors including Oil and Gas, Property Management, Manufacturing, Retail, Federal and Municipal Government, and Owner Managed Business. Services to clients included, but not limited to, corporate structure to minimize risk and optimize tax strategies, forecasting and capital budgeting, acquisition and sale of businesses, governance issues and assisting clients with public offerings on both the TSX and NYSE.
During his time with Grant Thornton LLP, Mr Hudson served as Managing Partner of the Hamilton and Calgary offices and was a member of Management Committee and Policy Board of the firm for three years. He also served on a Merger Committee which planned and concluded a merger of two of Canada’s largest Accounting firms.
Mr. Hudson went on to join the Board of Directors of GeoGlobal Resources Inc a company exploring for Oil and Gas in India, Columbia and Israel. He chaired the Audit Committee with responsibility for recommendation to the Board for approval of quarterly and annual financial statements, appointment of and liaison with the external auditor, monitoring of a risk- based program to ensure compliance with SOX, GAAS, GAAP and SEC rules and regulations. Michael was also a member of the Reserve Committee and Nominating Committee.
Mr. Hudson is a member of CPA Canada and CPA Ontario.
- Position at Issuer: Director
- Municipality of Residence: Etobicoke, Ont.
- Email Address: N/A
- Principal Occupation for the Last Five Years: Financial Analyst
About:
Milos Masnikosa, 26, Independent Director
Milos Masnikosa has over 3 years of experience in financial accounting and analysis. After graduating with honours from the Business Administration program at the Richard Ivey School of Business in 2017, Milos joined the financial reporting and analysis team at Walmart Canada. There he worked closely with internal stakeholders to guide their business units by providing valuable financial analysis and guidance on budgeting and reporting. He was then given the opportunity to join the Real Estate and Capital Management team at Walmart. In this role he was responsible for personally vetting all small scale internal capital investments for feasibility and financial rigor. He also created a financial modelling template to be used across the Canadian business to evaluate financial success of projects. After 2 years at Walmart, Milos left to join the startup space by providing financial modelling, accounting, analysis, and strategic advice to various startups. These startups ranged from FinTech, to Cannabis, to Pharmaceuticals, and Cloud Computing.
- Position at Issuer: Chief Executive Officer, President and Secretary
- Municipality of Residence: Toronto, Ont.
- Email Address: N/A
- Principal Occupation for the Last Five Years: Civil Engineer, MBA, Executive
About:
Robert Davies, 50, Chief Executive Officer, President, Secretary
Robert Davies has over 20 years of experience in the mining industry focused primarily on project development, engineering studies, investor relations and corporate finance. He was previously the Director of Business Development for SNC Lavalin’s Mining & Metallurgy business. Prior to joining SNC Lavalin, Mr. Davies was the CEO of Aethon Minerals Corp (now AbraPlata Resources); where he was responsible for the company’s successful listing in the TSX-V, overseeing the set-up and team hiring for their operations in Canada and Chile; as well as overseeing the mergers and acquisitions strategy of the company. Prior to joining Aethon, he was the Global Projects Director for General Electric’s Mining Solutions Business world-wide. Mr. Davies also worked in senior management roles at Inmet Mining, Kinross Gold and Barrick Gold; overseeing project development and execution, financial modelling, as well as operation efficiency and capital allocation programs. Prior to working in the mining industry, Mr. Davies worked in Nuclear Power projects around the world and in the oil and gas sector. Mr. Davies holds a B. Sc. Civil Engineering and a Masters in Business Administration from Queen’s University.
All Team Members & Relevant Parties
Paul Chung
Jessica Patterson
Michael Hudson
Milos Masnikosa
Robert Davies
49 Investors Needed
Offering up to 300,000 Special Warrants convertible into common shares at $ 0.10
Minimum Investment: $100
Funding Closed
51 Investors (Seeking 100)
This project will only be financed if at least $5,000 is raised by Aug 27, 2021
Note: All funds are expressed in Canadian dollars.