Birdrock Capital II Inc.
Alberta
Overview
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The Issuer's long-term objective is to enter into an acquisition of merit.
In this regard, the main goals of the Issuer are:
• to capitalize on the idea of our chosen business through the process of introducing the company to the capital markets;
• to select and introduce a top tier management team who deeply understands the fundamentals of the selected industry; and
• to become a competitive company within the selected industry providing value and innovation towards optimal growth.
Crowdfunded Activities
Here's how Birdrock Capital II Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | 4600 | 230250 |
| Portal Fees | 400 | 19750 |
| TOTAL | 5000 | 250000 |
Birdrock Capital II Inc.
- Company Website: N/A
- Head Office Address: c/o Norton Rose Fulbright Canada LLP 400 3rd Avenue SW, Suite 3700 Calgary, Alberta, T2P 4H2
- Company Phone No: 403-267-9512
- Company Email Address: reid.yester@nortonrosefulbright.com
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
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Offering Document
Full legal name: Birdrock Capital II Inc.
Head office address: c/o Norton Rose Fulbright Canada LLP 400 3rd Avenue SW, Suite 3700 Calgary, Alberta, T2P 4H2
Telephone: 403-267-9512
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Reid Yester
Position held with the issuer: Corporate Secretary
Business address: 400 3rd Avenue SW, Suite 3700 Calgary, Alberta, T2P 4H2
Business telephone: 403-267-9512
Fax: N/A
Business e-mail: reid.yester@nortonrosefulbright.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
Management
Full legal name: Sandra Dosdall
Municipality of residence: Calgary, AB
Position at issuer: Promoter, Director, Officer (CEO)
Principal occupation for the last five years: Businesswoman
Expertise, education, and experience that is relevant to the issuer's business:
Sandra Dosdall is the controller for Greenstar Biosciences Inc., a Calgary-based biological sciences investment firm active in the legal cannabis industry. Since 2003, Mrs. Dosdall has been Managing Director of Dosdall Properties Inc., a Calgary-based investment and business consulting firm, and President of Douglas Design Associates Inc., a residential design firm with offices in Calgary, Alberta.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000 Common Shares acquired on 2021-01-22 @ $0.02/share, 749,000 Common Shares acquired on 2021-05-14 @ $0.02/share
Percentage of the issuer's securities held as of the date of this offering document: 19.3%
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: Steve Kolber
Municipality of residence: Calgary, AB
Position at issuer: Promoter, Director, Officer (CFO)
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Kolber is an active business development and finance executive with extensive experience in the energy industry. He is currently the President & Chief Executive Officer of Bull Moose Capital Ltd. Mr. Kolber earned a Bachelor of Commerce, with a major in finance, a Master of Business Administration and is a CFA charter holder.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000 Common Shares acquired on 2021-01-22 @ $0.02/share, 749,000 Common Shares acquired on 2021-05-14 @ $0.02/share
Percentage of the issuer's securities held as of the date of this offering document: 19.3%
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 Lonseth
Municipality of residence: Calgary, AB
Position at issuer: Promoter, Director, Officer (President)
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Rob Lonseth is currently the President of a private Canadian energy trading firm and has over a decade of experience in commodity trading in North America. Mr. Lonseth has built and monetized several businesses in oil and gas. Mr. Lonseth earned a Bachelor of Business Administration Degree (Honours) from Mount Royal University in 2010.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000 Common Shares acquired on 2021-01-22 @ $0.02/share, 749,000 Common Shares acquired on 2021-05-14 @ $0.02/share
Percentage of the issuer's securities held as of the date of this offering document: 19.3%
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: Reid Yester
Municipality of residence: Calgary, AB
Position at issuer: Promoter, Director, Officer (Corporate Secretary)
Principal occupation for the last five years: Lawyer
Expertise, education, and experience that is relevant to the issuer's business:
Reid Yester is a capital markets lawyer. His practice focuses primarily in the areas of corporate finance, securities, mergers and acquisitions, and private equity. He also assists private and publicly listed clients with corporate governance, continuous disclosure, regulatory compliance and general corporate matters. Mr. Yester earned a Bachelor of Arts Degree in Political Science from the University of Victoria in 2010 and a Juris Doctor from the University of Calgary in 2014 and was subsequently admitted to the Law Society of Alberta in 2015.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000 Common Shares acquired on 2021-01-22 @ $0.02/share, 749,000 Common Shares acquired on 2021-05-14 @ $0.02/share
Percentage of the issuer's securities held as of the date of this offering document: 19.3%
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, 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 this offering document is made available on the funding portal.
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
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 in the capital of the Issuer on a one-to-one basis: (i) at any time, at the discretion of the Issuer; 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 5,000 100,000 Maximum offering amount 250000 5,000,000 Price per eligible security 0.05 Price per flow-through share 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 Birdrock Capital II Inc. 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 principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The Issuer's long-term objective is to enter into an acquisition of merit.
In this regard, the main goals of the Issuer are:
• to capitalize on the idea of our chosen business through the process of introducing the company to the capital markets;
• to select and introduce a top tier management team who deeply understands the fundamentals of the selected industry; and
• to become a competitive company within the selected industry providing value and innovation towards optimal growth.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is incorporated pursuant to the Business Corporations Act (Alberta).
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The articles of incorporation of the Issuer 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.
There are no Special Warrants outstanding as at the date of the offering document. As at the date of this offering document, the Issuer has 3,875,000 Common Shares outstanding.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised $77,500 from the sale of common shares. These funds are being used by the Issuer for general working capital.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital 4600 230250 Portal Fees 400 19750 TOTAL 5000 250000 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:
The Issuer has agreed to pay to Vested the following fees:
(a) Portal Fee: A portal fee (the "Portal Fee") in an amount equal to 5% of the aggregate amount of actual gross proceeds raised in the crowdfunding distribution described in this offering document (the "Offering Proceeds"); payable upon each date funds are released to Issuer;
(b) Payment Processing Fees: Payment processing fees (the "Processing Fees") in an amount equal to the aggregate of 2.9% of Offering Proceeds and a further $0.30 per invest or subscription plus $200 for filing the 45-106F1 report with the applicable securities regulatory authorities; and
(c) 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 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 the 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: Promoter, Director, Officer (CEO)
- Municipality of Residence: Calgary, AB
- Email Address:
- Principal Occupation for the Last Five Years: Businesswoman
About:
Sandra Dosdall is the controller for Greenstar Biosciences Inc., a Calgary-based biological sciences investment firm active in the legal cannabis industry. Since 2003, Mrs. Dosdall has been Managing Director of Dosdall Properties Inc., a Calgary-based investment and business consulting firm, and President of Douglas Design Associates Inc., a residential design firm with offices in Calgary, Alberta.
- Position at Issuer: Promoter, Director, Officer (CFO)
- Municipality of Residence: Calgary, AB
- Email Address:
- Principal Occupation for the Last Five Years: Businessman
About:
Mr. Kolber is an active business development and finance executive with extensive experience in the energy industry. He is currently the President & Chief Executive Officer of Bull Moose Capital Ltd. Mr. Kolber earned a Bachelor of Commerce, with a major in finance, a Master of Business Administration and is a CFA charter holder.
- Position at Issuer: Promoter, Director, Officer (President)
- Municipality of Residence: Calgary, AB
- Email Address:
- Principal Occupation for the Last Five Years: Businessman
About:
Rob Lonseth is currently the President of a private Canadian energy trading firm and has over a decade of experience in commodity trading in North America. Mr. Lonseth has built and monetized several businesses in oil and gas. Mr. Lonseth earned a Bachelor of Business Administration Degree (Honours) from Mount Royal University in 2010.
- Position at Issuer: Promoter, Director, Officer (Corporate Secretary)
- Municipality of Residence: Calgary, AB
- Email Address:
- Principal Occupation for the Last Five Years: Lawyer
About:
Reid Yester is a capital markets lawyer. His practice focuses primarily in the areas of corporate finance, securities, mergers and acquisitions, and private equity. He also assists private and publicly listed clients with corporate governance, continuous disclosure, regulatory compliance and general corporate matters. Mr. Yester earned a Bachelor of Arts Degree in Political Science from the University of Victoria in 2010 and a Juris Doctor from the University of Calgary in 2014 and was subsequently admitted to the Law Society of Alberta in 2015.
All Team Members & Relevant Parties
Sandra Dosdall
Steve Kolber
Robert Lonseth
Reid Yester
News & Updates
103 Investors Needed
Offering up to 5,000,000 Special Warrants at $ 0.05
Minimum Investment: $100
Funding Closed
47 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Sep 05, 2021
Note: All funds are expressed in Canadian dollars.