Tana Resources Corp.
British Columbia / https://tanaresources.ca/
Overview
· Tana Resources Corp. is a privately held mining exploration company focused on the acquisition and exploration of gold and copper properties, both of which offer significant future value creation.
· Our objective is to identify, acquire and explore properties, targeting under explored regions with demonstrated mineral potential, in countries with established legal and regulatory systems supporting mining investment.
· The company has executed an option agreement to acquire the Double T Property in BC’s Golden Triangle and also holds an option agreement to acquire a 50% interest in the Garibaldi Resources MT Claims.
Crowdfunded Activities
Here's how Tana Resources Corp. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $230,250 |
| Portal Fees | $400 | $19,750 |
| TOTAL | $5,000 | $250,000 |
Tana Resources Corp.
- Company Website: https://tanaresources.ca/
- Head Office Address: #830-1100 Melville Street, Vancouver, BC V6E 1A5
- Company Phone No: 778-855-3994
- Company Email Address: vic@tanaresources.com
· Tana Resources Corp. is a privately held mining exploration company focused on the acquisition and exploration of gold and copper properties, both of which offer significant future value creation.
· Our objective is to identify, acquire and explore properties, targeting under explored regions with demonstrated mineral potential, in countries with established legal and regulatory systems supporting mining investment.
· The company has executed an option agreement to acquire the Double T Property in BC’s Golden Triangle and also holds an option agreement to acquire a 50% interest in the Garibaldi Resources MT Claims.
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Offering Document
Full legal name: Tana Resources Corp.
Head office address: #830-1100 Melville Street, Vancouver, BC V6E 1A5
Telephone: 778-855-3994
Website URL: https://tanaresources.ca/
Fax: N/A
Company Contact Person
Full legal name: Vartan Korajian
Position held with the issuer: Director and CEO
Business address: #830-1100 Melville Street, Vancouver, BC V6E 1A5
Business telephone: 778-855-3994
Fax:
Business e-mail: vic@tanaresources.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
· Tana Resources Corp. is a privately held mining exploration company focused on the acquisition and exploration of gold and copper properties, both of which offer significant future value creation.
· Our objective is to identify, acquire and explore properties, targeting under explored regions with demonstrated mineral potential, in countries with established legal and regulatory systems supporting mining investment.
· The company has executed an option agreement to acquire the Double T Property in BC’s Golden Triangle and also holds an option agreement to acquire a 50% interest in the Garibaldi Resources MT Claims.
Management
Full legal name: Vartan Korajian
Municipality of residence: Vancouver, BC
Email address: vic@tanaresources.com
Position at issuer: Director & CEO
Principal occupation for the last five years: Marketing Consultant
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Korajian brings over 25 years of experience as an international financial and marketing consultant, a corporate founder and manager of a number of private Canadian and international businesses. Vic brings extensive relevant experience, but his enthusiasm for corporate governance fits with a company’s policy for growth that is centered on a commitment to the long-term success of a company. Vic speaks four languages fluently and earned a Bachelor of Commerce in Entrepreneurial Management from Royal Roads University of Victoria, BC. Canada and an MBA in Marketing and Strategic Management from National University School of Business, San Diego, CA, United States.
Number and type of securities of the issuer owned: 1,500,00 Common Shares
Date securities were acquired and price paid for the securities: 1,500,000 @ $0.01 August 26, 2020
Percentage of the issuer's securities held as of the date of this offering document: 12.7%
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: R. Timothy Henneberry
Municipality of residence: Mill Bay, BC
Email address: tim@mammothgeological.com
Position at issuer: Director
Principal occupation for the last five years: Geoscientist
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Henneberry, a Dalhousie University graduate, is a Professional Geoscientist registered in British Columbia with over 41 years of experience in domestic and international exploration and production for base and precious metals and industrial minerals.
Mr. Henneberry was a founding Director, President and Chief Executive Officer of Appleton Exploration Inc. (now Phenom Resources Corp.) from 2006 to 2011, founding Director, President and Chief Executive Officer of Indigo Exploration Inc. from 2009 to 2011 and a founding Director, President and Chief Executive Officer of Pike Mountain Minerals Inc. (now Carebook Technologies Inc.) from 2018 to 2020. He was a former Director and Interim Chief Executive Officer of Sojourn Ventures Inc. (now Arcwest Exploration Inc.) and a former Director of Broadway Gold Mining Ltd. (now Mind Medicine (MINDMED) Inc.) and Raindrop Ventures Inc.
Currently, Mr. Henneberry serves as President and a Director of Golden Independence Mining Corp., a Director of Silver Sands Resources Corp. a Director of iMetal Resources Inc., a Director of J4 Ventures Corp. and a Director of Treviso Capital Corp. He is also a Director of one in process TSX.V company, Hilo Mining Ltd. He sits on the Advisory Boards of Max Resource Corp., Resolve Ventures Corp. and Universal Copper Ltd.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 750,000 @ $0.01 August 26, 2020
Percentage of the issuer's securities held as of the date of this offering document: 6.4%
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: Theodore H. Konyi
Municipality of residence: Vancouver, BC
Email address: tkonyi@gmail.com
Position at issuer: Director
Principal occupation for the last five years: CEO of Various Public Companies
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Konyi has over 30 years experience as a financial entrepreneur. As CEO of Maxwell Mercantile Inc., he has completed in excess of $200 million in private and public financings. Maxwell Mercantile formed and managed 17 Limited Partnerships with over 1,500 Limited Partners between 1988 and 1998. The Partnerships acquired $135mm in Western Canadian Natural Gas production, eventually selling the assets to a Royalty Trust for over $300mm. From 1994 to the present, Mr. Konyi has been involved as a director or senior officer in 12 publicly listed companies. Ted was a co-founder of First Coal Corporation, a private metallurgical coal exploration company, which raised $65mm privately and was sold in 2011 to Xstrata Mining for $153mm. Ted continues to manage two public companies and several private companies.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 750,000 @ $0.01 August 26, 2020
Percentage of the issuer's securities held as of the date of this offering document: 6.4%
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: Alexander Helmel
Municipality of residence: Vancouver, BC
Email address: alex@jordaocapital.com
Position at issuer: CFO
Principal occupation for the last five years: Independent Management Consultant
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Helmel is an Independent Management Consultant with 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 or officer for numerous private, CSE and TSX-V listed companies.
Number and type of securities of the issuer owned: 750,000 Common Shares
Date securities were acquired and price paid for the securities: 750,000 @ $0.01 August 26, 2020
Percentage of the issuer's securities held as of the date of this offering document: 6.4%
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
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 Warrant
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 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 250,000 5,000,000 Price per eligible security $0.05 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 Tana Resources 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:
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
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 11,802,000 common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised $365,100 from the sale of common shares. These funds are being used by the Issuer for general working capital.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,600 $230,250 Portal Fees $400 $19,750 TOTAL $5,000 $250,000 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) 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.
(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. The Processing Fees are subject to change without notice.
(d) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 400,000 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: Director & CEO
- Municipality of Residence: Vancouver, BC
- Email Address: vic@tanaresources.com
- Principal Occupation for the Last Five Years: Marketing Consultant
About:
Mr. Korajian brings over 25 years of experience as an international financial and marketing consultant, a corporate founder and manager of a number of private Canadian and international businesses. Vic brings extensive relevant experience, but his enthusiasm for corporate governance fits with a company’s policy for growth that is centered on a commitment to the long-term success of a company. Vic speaks four languages fluently and earned a Bachelor of Commerce in Entrepreneurial Management from Royal Roads University of Victoria, BC. Canada and an MBA in Marketing and Strategic Management from National University School of Business, San Diego, CA, United States.
- Position at Issuer: Director
- Municipality of Residence: Mill Bay, BC
- Email Address: tim@mammothgeological.com
- Principal Occupation for the Last Five Years: Geoscientist
About:
Mr. Henneberry, a Dalhousie University graduate, is a Professional Geoscientist registered in British Columbia with over 41 years of experience in domestic and international exploration and production for base and precious metals and industrial minerals.
Mr. Henneberry was a founding Director, President and Chief Executive Officer of Appleton Exploration Inc. (now Phenom Resources Corp.) from 2006 to 2011, founding Director, President and Chief Executive Officer of Indigo Exploration Inc. from 2009 to 2011 and a founding Director, President and Chief Executive Officer of Pike Mountain Minerals Inc. (now Carebook Technologies Inc.) from 2018 to 2020. He was a former Director and Interim Chief Executive Officer of Sojourn Ventures Inc. (now Arcwest Exploration Inc.) and a former Director of Broadway Gold Mining Ltd. (now Mind Medicine (MINDMED) Inc.) and Raindrop Ventures Inc.
Currently, Mr. Henneberry serves as President and a Director of Golden Independence Mining Corp., a Director of Silver Sands Resources Corp. a Director of iMetal Resources Inc., a Director of J4 Ventures Corp. and a Director of Treviso Capital Corp. He is also a Director of one in process TSX.V company, Hilo Mining Ltd. He sits on the Advisory Boards of Max Resource Corp., Resolve Ventures Corp. and Universal Copper Ltd.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address: tkonyi@gmail.com
- Principal Occupation for the Last Five Years: CEO of Various Public Companies
About:
Mr. Konyi has over 30 years experience as a financial entrepreneur. As CEO of Maxwell Mercantile Inc., he has completed in excess of $200 million in private and public financings. Maxwell Mercantile formed and managed 17 Limited Partnerships with over 1,500 Limited Partners between 1988 and 1998. The Partnerships acquired $135mm in Western Canadian Natural Gas production, eventually selling the assets to a Royalty Trust for over $300mm. From 1994 to the present, Mr. Konyi has been involved as a director or senior officer in 12 publicly listed companies. Ted was a co-founder of First Coal Corporation, a private metallurgical coal exploration company, which raised $65mm privately and was sold in 2011 to Xstrata Mining for $153mm. Ted continues to manage two public companies and several private companies.
- Position at Issuer: CFO
- Municipality of Residence: Vancouver, BC
- Email Address: alex@jordaocapital.com
- Principal Occupation for the Last Five Years: Independent Management Consultant
About:
Mr. Helmel is an Independent Management Consultant with 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 or officer for numerous private, CSE and TSX-V listed companies.
All Team Members & Relevant Parties
Vartan Korajian
R. Timothy Henneberry
Theodore H. Konyi
Alexander Helmel
908% of Goal
Offering up to 5,000,000 Special Warrant at $ 0.05
Minimum Investment: $100
Funding Closed
160 Investors
This project will only be financed if at least $5,000 is raised by Nov 23, 2021
Note: All funds are expressed in Canadian dollars.