BCBliss
Greater Vancouver / https://www.bcbliss.com
Overview
The Canadian cannabis sector is expanding as the federal government moves towards legalization of cannabis for recreational purposes in the summer of 2018. The effect of this step will be to create a projected supply shortfall of 40%. The estimated demand for medicinal cannabis is at $2.1 billion and recreational $10.0 billion.
Health Canada is the federal regulator which reviews and approves Licensed Producers and Licensed Sellers which are the required licenses to legally operate in the cannabis sector in Canada. As at December 31, 2017, Health Canada has approved 84 Licensed Producers, with over half of these being approved in 2017.
The Company commenced the licensing application process in 2015 and is now in the Detailed Active Review stage of the Health Canada process. Concurrent with working with Health Canada to be granted its License to Produce, the Company will undertake to raise $24 million (in a combination of equity and debt) to build out and equip its growing facility, based in Greater Vancouver.
Funds raised from this financing will enable the Company to continue with the Health Canada licensing process and if the maximum raise is attained, to accelerate the steps required to complete the construction of the growing facility.
Crowdfunded Activities
Here's how BCBliss Bioceuticals Corp. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Legal and consulting fees • City of Richmond – Building Permit | N/A | 10,000 |
| Complete architectural drawings | N/A | 7,500 |
| Property Assessment/Re-valuation fees | N/A | 10,000 |
| Additional Fund raising $15 million raise for build out and equipping the facility | N/A | 15,000 |
| • Accounting and audits | N/A | 2,500 |
| • Legal | N/A | 5,000 |
| • Management Fees and Expenses | N/A | 30,000 |
| • Marketing | N/A | 10,000 |
| Technical writing to support License to Produce and License to Grow | 5,000 | 10,000 |
BCBliss Bioceuticals Corp.
- Company Website: https://www.bcbliss.com
- Head Office Address: Suite 201- 221 West Esplanade, North Vancouver, BC V7M 3J3
- Company Phone No: (604) 981-1497
- Company Email Address: david.mcadam@bcbliss.com
The Canadian cannabis sector is expanding as the federal government moves towards legalization of cannabis for recreational purposes in the summer of 2018. The effect of this step will be to create a projected supply shortfall of 40%. The estimated demand for medicinal cannabis is at $2.1 billion and recreational $10.0 billion.
Health Canada is the federal regulator which reviews and approves Licensed Producers and Licensed Sellers which are the required licenses to legally operate in the cannabis sector in Canada. As at December 31, 2017, Health Canada has approved 84 Licensed Producers, with over half of these being approved in 2017.
The Company commenced the licensing application process in 2015 and is now in the Detailed Active Review stage of the Health Canada process. Concurrent with working with Health Canada to be granted its License to Produce, the Company will undertake to raise $24 million (in a combination of equity and debt) to build out and equip its growing facility, based in Greater Vancouver.
Funds raised from this financing will enable the Company to continue with the Health Canada licensing process and if the maximum raise is attained, to accelerate the steps required to complete the construction of the growing facility.
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Offering Document
Full legal name: BCBliss Bioceuticals Corp.
Head office address: Suite 201- 221 West Esplanade, North Vancouver, BC V7M 3J3
Telephone: (604) 981-1497
Website URL: https://www.bcbliss.com
Fax: N/A
Company Contact Person
Full legal name: David William James McAdam
Position held with the issuer: Head of Finance
Business address: Suite 201- 221 West Esplanade, North Vancouver, BC V7M 3J3
Business telephone: (604) 982-1497
Fax: N/A
Business e-mail: david.mcadam@bcbliss.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Canadian cannabis sector is expanding as the federal government moves towards legalization of cannabis for recreational purposes in the summer of 2018. The effect of this step will be to create a projected supply shortfall of 40%. The estimated demand for medicinal cannabis is at $2.1 billion and recreational $10.0 billion.
Health Canada is the federal regulator which reviews and approves Licensed Producers and Licensed Sellers which are the required licenses to legally operate in the cannabis sector in Canada. As at December 31, 2017, Health Canada has approved 84 Licensed Producers, with over half of these being approved in 2017.
The Company commenced the licensing application process in 2015 and is now in the Detailed Active Review stage of the Health Canada process. Concurrent with working with Health Canada to be granted its License to Produce, the Company will undertake to raise $24 million (in a combination of equity and debt) to build out and equip its growing facility, based in Greater Vancouver.
Funds raised from this financing will enable the Company to continue with the Health Canada licensing process and if the maximum raise is attained, to accelerate the steps required to complete the construction of the growing facility.
Management
Full legal name: The REC 2015 Family Trust
Municipality of residence: Richmond, BC
Email address: N/A
Position at issuer: Control Person
Principal occupation for the last five years: N/A
Expertise, education, and experience that is relevant to the issuer's business:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.
Number and type of securities of the issuer owned: 35,650,000 Common Shares
Date securities were acquired and price paid for the securities: 12/31/2015 @ $.00001/share
Percentage of the issuer's securities held as of the date of this offering document: 71.70%
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: Paul Hosegrove
Municipality of residence: Abbotsford
Email address: N/A
Position at issuer: President
Principal occupation for the last five years: Canadian Armed Forces
Expertise, education, and experience that is relevant to the issuer's business:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.Number and type of securities of the issuer owned: 250,000 Common Shares
Date securities were acquired and price paid for the securities: 12/31/15 avg. $.08/share
Percentage of the issuer's securities held as of the date of this offering document: 0.5%
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: Ted Gibson
Municipality of residence: Victoria
Email address: N/A
Position at issuer: Treasurer, Secretary
Principal occupation for the last five years: Canadian Armed Forces
Expertise, education, and experience that is relevant to the issuer's business:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.Number and type of securities of the issuer owned: N/A
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
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
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): April 15, 2018
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: Common Shares
Voting rights: Each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All 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):
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 6,667 Maximum offering amount 100,000 133,333 Price per eligible security 0.75 Price per flow-through share N/A Minimum investment amount per purchaser: $375
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to BCBliss Bioceuticals 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:
Business – BCBliss Bioceuticals Corp (“BCBliss”) is a British Columbia incorporated Canadian company, focused on becoming a Licensed producer of cannabis and cannabis related products for the Canadian and international markets. The Company will be building out and equipping BC’s premium indoor low-cost cannabis ACMPR production facility in the lower mainland. Making extensive use of automation, BC Bliss will grow consistent, high grade cannabis products at a production costs of less than $1.00 per gram.
Market – The Canadian market is projected to be undersupplied with the expected legalization of recreational cannabis in Canada during the summer of 2018. In addition, Canada is one of only four countries in the world to export cannabis. With a world-wide move to acceptance of cannabis as a tool for pain management and system management for multiple sclerosis, epilepsy, Parkinson’s and others, provides BCBliss access to the international market.
Structure – BCBliss has currently established itself as a BC-based privately held company with plans of financing its capital needs through a combination of equity and debt to the benefit of its stakeholders. As the Company evolves and it receives its licenses from Health Canada, the Company will evaluate corporate structuring to maximize stakeholder value.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated pursuant to the Business Corporations Act of British Columbia.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s articles of incorporation can be viewed at 1100-1111 Melville Street, Vancouver, BC, Canada V6E 3V6
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.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Company previously raised $285,000 through the issuance of Class A Common Shares. These funds have been used to support engineering costs associated with the City of Richmond rezoning application, legal/accounting fees, general operating expenses and travel costs associated with recruiting world renowned management and Advisory Board members.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Legal and consulting fees • City of Richmond – Building Permit N/A 10,000 Complete architectural drawings N/A 7,500 Property Assessment/Re-valuation fees N/A 10,000 Additional Fund raising $15 million raise for build out and equipping the facility N/A 15,000 • Accounting and audits N/A 2,500 • Legal N/A 5,000 • Management Fees and Expenses N/A 30,000 • Marketing N/A 10,000 Technical writing to support License to Produce and License to Grow 5,000 10,000 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) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
(b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.8% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice.
(c) Warrants: Issuer will issue to Vested, upon closing of the Offering, common share purchase warrants (“Warrants”) equal to 20% of the number of shares sold pursuant to the Offering; each Warrant exercisable at $0.75 per share
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Business Risk – The Company has no history of operations. The Company is a new entrant in the cannabis industry with no history of raising funds in this sector. There is no guarantee that the Company will be able to successfully complete the steps required to be profitable.
Regulatory Risk – The Company is operating in a highly regulated industry. Health Canada is the regulator of the cannabis sector in Canada and Health Canada is required to approve the Company as a Licensed Producer (grower) and a Licensed Seller. Even though the Company believes that it will receive Health Canada’s approval there is no guarantee that Health Canada will approve the Issuer as a Licensed Producer or Licensed Seller and even if it does approve, that it will do so in a timely manner.
Financing and Dilution Risk – The Issuer will need to raise additional funds to complete the property acquisition, build out and equip the growing facility and establish the Company within the cannabis sector. There is no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business or that such financings will be favourable to its existing and future stakeholders. The Company will raise funds by issuing additional shares which will dilute each existing shareholder’s equity interest in the Issuer.
Operational Risk – The Issuer has contracted with industry experts (horticulturists, growing equipment, hygiene and sanitation, along with experienced financial and business professionals). There is no assurance that the Issuer will be able to establish and maintain profitable operations within the Canadian (and/or export) cannabis sector.
Liquidity Risk – No market exists for securities of the Issuer and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.
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 will provide notice to each purchaser of each annual and special meeting of shareholders, together with Annual Reports of Operations.
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: Control Person
- Municipality of Residence: Richmond, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: N/A
About:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.
- Position at Issuer: President
- Municipality of Residence: Abbotsford
- Email Address: N/A
- Principal Occupation for the Last Five Years: Canadian Armed Forces
About:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.- Position at Issuer: Treasurer, Secretary
- Municipality of Residence: Victoria
- Email Address: N/A
- Principal Occupation for the Last Five Years: Canadian Armed Forces
About:
Due to the nature of the company’s business and the requirements of Health Canada for security background checks within the cannabis sector and the fact that the company is in the early stages of fund raising, BCBliss has only appointed two officers. BCBliss has hired/contracted with a set of consultants who have either cannabis sector expertise and/or public company expertise to support the directors to insure that the Company adheres to governance best practices.
All Team Members & Relevant Parties
The REC 2015 Family Trust
Paul Hosegrove
Ted Gibson
News & Updates
1005% of Goal
Offering up to 133,333 Common Shares at $ 0.75
Minimum Investment: $375
Funding Closed
48 Investors
This project will only be financed if at least $5,000 is raised by Apr 03, 2018
Note: All funds are expressed in Canadian dollars.