Sanu Gold Corp.
British Columbia
Overview
The Issuer is a junior mining, exploration and development company that has an interest in three gold exploration projects in Guinea, West Africa that it holds through its subsidiary Gainde Gold SUARL (“Gainde”). Guinea is generally a desirable location to conduct gold mining operations. In recent years, Guinea has experienced increased interest by junior explorers, increased infrastructure investments, progressive political shifts, and a new mining code (2013) that emphasizes governance issues, such as transparency, anti-corruption, and environmental protection.
The Issuer’s three projects (Bantabaye, Diguifara and Daina) total over 258 km2 and have multiple target areas between 2km and 10 km in strike. Extensive gold anomalies have been defined, including systematic termite mound geochemistry with over 16,000 termite mound and rock samples collected. Artisanal mining is common throughout the area. Serigne Dieng, PhD., MSc., MAusIMM, Exploration Manager of Gainde is the qualified person as defined by National Instrument 43-101 who has reviewed and approved of the technical information in this Offering Document. Dr. Dieng has over 20 years experience in international exploration, especially in West Africa, and also experience in Canada. Previously he was Principal Geologist and Head of the Resource Development Department at IAMGOLD Corp. at the Essakane Mine in Burkina Faso.
The Issuer has over 26,000 m of drilling planned for the first half of 2022. Funds previously raised in connection with special warrants and subscription receipts, as well as under this crowdfunding Offering Document will be used the by Issuer to fund its mining, exploration and development operations at its three projects. The Issuer will be focusing on the Bantabaye project – for exploration and to meet contractual commitments in respect of the project. The funds will also be used to pay for administrative, legal, marketing, and other related business costs and expenses incurred by the Issuer. The proposed exploration on the Bantabaye project is described below under Item 6 - Use of Funds. The Issuer also plans to conduct exploration expenditures on the Diguifara and Daina projects and pay required property maintenance expenditures.
Crowdfunded Activities
Here's how Sanu Gold Corp. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| As the Issuer raised funds through the December 8, 2021 issuance of subscription receipts and special warrants, the Issuer has disclosed its total available proceeds for its proposed Use of Funds, including the funds raised under this Offering Document, based on its available funds as of the date of this Offering Document. | ||
| Bantabaye project – exploration, analysis of results, property maintenance | $1,700,000 | $1,700,000 |
| Diguifara project – exploration, analysis of results, property maintenance | $1,200,000 | $1,200,000 |
| Daina project – exploration, analysis of results, property maintenance | $1,200,000 | $1,200,000 |
| Portal Fees(3) | $12,595 | $51,700 |
| General and administrative expenses – Guinea(4) | $400,000 | $400,000 |
| General and administrative expenses – Canada(5) | $742,000 | $742,000 |
| SUBTOTAL | $5,254,595 | $5,293,700 |
| Unallocated working capital | $1,308,405 | $1,764,300 |
| TOTAL | $6,563,000 | $7,058,000 |
| Notes: (1) The minimum offering amount raised in connection with this Offering Document only is $5,000 to which the Issuer’s available funds have been added. (2)The maximum offering amount raised in connection with this Offering Document only is $500,000. (3) Portal fees were calculated pursuant to item 8 below, but exclude the $0.30 Processing Fee per purchaser, as this amount is not known at this time as it will vary based on the number of purchasers. (4) Estimated general and administrative expenses in Guinea include: corporate set up, management fees, vehicle, legal, audit and accounting and travel and accommodation. (5) Estimated general and administrative expenses in Canada include: management fees, accounting and administration costs, rent, marketing and investor relations, insurance (D&O, CGL), audit, legal, listing expenses and miscellaneous. | ||
| The following table sets out the estimated year-one costs in respect of the continued exploration of the Bantabaye Project. The continued exploration of the Bantabaye project is a primary objective of the Issuer. | Activity | Year 1 Cost (CDN $)(1) |
| Camp Set up | $100,000 | |
| Access | $40,000 | |
| Auger Drilling (10,000 m) | $240,000 | |
| RC Drilling (5,000 m) | $290,000 | |
| Diamond Drilling (1,000 m) | $130,000 | |
| Analysis and QA/QC | $310,000 | |
| Field personnel, equipment and consumables | $300,000 | |
| Food and housing | $190,000 | |
| Resources Mining Management and admin | $190,000 | |
| Contingency | $10,000 | |
| Total | $1,700,000 |
Sanu Gold Corp.
- Company Website: N/A
- Head Office Address: Suite 918 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3
- Company Phone No: (604) 628-5623
- Company Email Address: vsorace@v1.ca
The Issuer is a junior mining, exploration and development company that has an interest in three gold exploration projects in Guinea, West Africa that it holds through its subsidiary Gainde Gold SUARL (“Gainde”). Guinea is generally a desirable location to conduct gold mining operations. In recent years, Guinea has experienced increased interest by junior explorers, increased infrastructure investments, progressive political shifts, and a new mining code (2013) that emphasizes governance issues, such as transparency, anti-corruption, and environmental protection.
The Issuer’s three projects (Bantabaye, Diguifara and Daina) total over 258 km2 and have multiple target areas between 2km and 10 km in strike. Extensive gold anomalies have been defined, including systematic termite mound geochemistry with over 16,000 termite mound and rock samples collected. Artisanal mining is common throughout the area. Serigne Dieng, PhD., MSc., MAusIMM, Exploration Manager of Gainde is the qualified person as defined by National Instrument 43-101 who has reviewed and approved of the technical information in this Offering Document. Dr. Dieng has over 20 years experience in international exploration, especially in West Africa, and also experience in Canada. Previously he was Principal Geologist and Head of the Resource Development Department at IAMGOLD Corp. at the Essakane Mine in Burkina Faso.
The Issuer has over 26,000 m of drilling planned for the first half of 2022. Funds previously raised in connection with special warrants and subscription receipts, as well as under this crowdfunding Offering Document will be used the by Issuer to fund its mining, exploration and development operations at its three projects. The Issuer will be focusing on the Bantabaye project – for exploration and to meet contractual commitments in respect of the project. The funds will also be used to pay for administrative, legal, marketing, and other related business costs and expenses incurred by the Issuer. The proposed exploration on the Bantabaye project is described below under Item 6 - Use of Funds. The Issuer also plans to conduct exploration expenditures on the Diguifara and Daina projects and pay required property maintenance expenditures.
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Offering Document
No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.
The Issuer
Full legal name: Sanu Gold Corp.
Head office address: Suite 918 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3
Telephone: (604) 628-5623
Email address: vsorace@v1.ca
Website URL: N/A
Company Contact Person
Full legal name: Vince Sorace
Position held with the issuer: Chair and Director
Business address: Suite 918 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3
Business telephone: (604) 628-5623
Business email address: vsorace@v1.ca
Issuer's Business
The Issuer is a junior mining, exploration and development company that has an interest in three gold exploration projects in Guinea, West Africa that it holds through its subsidiary Gainde Gold SUARL (“Gainde”). Guinea is generally a desirable location to conduct gold mining operations. In recent years, Guinea has experienced increased interest by junior explorers, increased infrastructure investments, progressive political shifts, and a new mining code (2013) that emphasizes governance issues, such as transparency, anti-corruption, and environmental protection.
The Issuer’s three projects (Bantabaye, Diguifara and Daina) total over 258 km2 and have multiple target areas between 2km and 10 km in strike. Extensive gold anomalies have been defined, including systematic termite mound geochemistry with over 16,000 termite mound and rock samples collected. Artisanal mining is common throughout the area. Serigne Dieng, PhD., MSc., MAusIMM, Exploration Manager of Gainde is the qualified person as defined by National Instrument 43-101 who has reviewed and approved of the technical information in this Offering Document. Dr. Dieng has over 20 years experience in international exploration, especially in West Africa, and also experience in Canada. Previously he was Principal Geologist and Head of the Resource Development Department at IAMGOLD Corp. at the Essakane Mine in Burkina Faso.
The Issuer has over 26,000 m of drilling planned for the first half of 2022. Funds previously raised in connection with special warrants and subscription receipts, as well as under this crowdfunding Offering Document will be used the by Issuer to fund its mining, exploration and development operations at its three projects. The Issuer will be focusing on the Bantabaye project – for exploration and to meet contractual commitments in respect of the project. The funds will also be used to pay for administrative, legal, marketing, and other related business costs and expenses incurred by the Issuer. The proposed exploration on the Bantabaye project is described below under Item 6 - Use of Funds. The Issuer also plans to conduct exploration expenditures on the Diguifara and Daina projects and pay required property maintenance expenditures.
Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?
N/A
What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?
See the description provided in item 3.1 above.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
In 2021 the Issuer completed a share exchange agreement to acquire Gainde Gold SARL, as described in item 3.2 below. The Issuer’s ongoing milestones are to continue the exploration and development of its three projects and raise additional funds as needed for same. The Issuer does not have a proposed timeline for these milestones.
What are the major hurdles that the issuer expects to face in achieving its milestones?
Resource exploration and development is a speculative business, characterized by a number of significant hurdles and risks. See Item 9: Risk Factors.
How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?
The funds raised under this Offering Document will be used to advance the exploration of the Issuer’s three projects. See Item 6: Use of Funds.
Has the issuer entered any contracts that are important to its business?
Material contracts of the Issuer:
• Subscription receipt agreement between the Issuer and Odyssey Trust Company dated December 8, 2021 in connection with the Issuer’s sale of subscription receipts.
• Technical and financial partnership agreement dated February 15, 2021 between Gainde and Ressources Mining SARL which is the owner of the Bantabaye exploration permit from the Guinea government. The agreement contains an earn-in provision, such that Gainde will obtain an interest in the Bantabaye exploration permit as follows:
o a 51% interest will be obtained upon US$400,000 of expenditure within 18 months of the date of the agreement;
o a 75% interest will be obtained upon US$600,000 of additional expenditure within a further 18 months;
o a 80% interest will be obtained upon US$1,000,000 of additional expenditure or the definition of a maiden resource and a completion of a preliminary economic assessment, within a further 18 months; and
o a 85% interest will be obtained upon the completion of a definitive feasibility study.Has the issuer conducted any operations yet?
The Issuer has conducted exploration work at its three projects. The Issuer has not yet conducted sustained mining operations.
Where does the issuer see its business in 3, 5, and 10 years?
Resource exploration and development is a capital intensive business. The Issuer’s business in 3, 5 and 10 years will depend on the exploration results from its three projects and the Issuer’s ability to obtain financing for capital expenditures as required.
What are the issuer's future plans and hopes for its business and how does it plan to get there?
The Issuer’s plans are to conduct further exploration work at its three projects. See Item 6: Use of Funds.
What is the issuer's management experience in running a business or in the same industry?
The Issuer is led by an established West Africa and Guinea based team with decades of professional mining experience. See Item 4: Management.
Does the issuer have business premises from which it can operate its business?
The Issuer leases office space as needed to conduct its operations.
How many employees does the issuer have? How many does it need?
The Issuer presently does not have any employees, but hires contractors as needed. All of its management are presently contractors with the Issuer or Gainde.
Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.
The Issuer is a company that was incorporated on September 25, 2018 under the Business Corporations Act (British Columbia) under the name Hibiki Capital Corp. The Issuer changed its name to “Sanu Gold Corp.” on April 29, 2021. The Issuer has two wholly-owned subsidiaries, Malea Resources Corp. (“Malea”), a British Columbia company formed to acquire Gainde, and Gainde. Gainde Gold SARL was acquired on October 21, 2021 when the Issuer and Malea Resources Corp. closed a share exchange with the shareholders of Gainde, and the shareholders of Gainde became shareholders of the Issuer. When an “SARL” has only one shareholder it becomes a “SUARL” under the laws of Senegal. The current organizational structure of the Issuer is as follows: Sanu Gold Corp. (British Columbia) owns 100% of Malea Resources Corp. (British Columbia) owns 100% of Gainde Gold SUARL (Senegal)
Indicate the province, territory, or state where the issuer is incorporated or organized.
British Columbia
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the head office of the Issuer. The corporate documents for Malea and Gainde are also available at the head office of the Issuer.
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a 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 also consider seeking advice from 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:
The Issuer has 38,000,001 common shares in the capital of the Issuer (the “Common Shares”) issued and outstanding as the date of this Offering Document. The Common Shares do not have any special rights or restrictions attached and are without par value. The Issuer also has outstanding 9,875,000 subscription receipts and 10,125,000 special warrants, which are each convertible into one Common Share per one subscription receipt or special warrant. See Item 6: Use of Funds
Management
Full legal name: Martin Pawlitschek
Municipality of residence: Upper Coomera (Australia)
Position at issuer: President, CEO and Director
Principal occupation for the last five years: Currently Senior Vice President of Geology for a mining private equity fund.
Expertise, education, and experience that is relevant to the issuer's business:
International mining professional with over 20 years experience, who has held key management positions with a number of junior explorers, private equity investment funds, majors (BHP) and development companies (MDL, Teranga). Experience from grass-roots discovery to mine development and project financing. Extensive hands-on geology skills (Member of Australian Institute of Geoscientists) and well-rounded 360 mining development exposure through various investment and operational roles.
Cofounder of several resource companies in Eastern Europe and other successful exploration ventures in West Africa.
Number and type of securities of the issuer owned: 2,689,500 Common Shares
Date securities were acquired and price paid for the securities: 2,689,500 on October 21, 2021 for a deemed price $0.25/share pursuant to a share exchange agreement for Gainde Gold SARL shares dated July 2, 2021. Mr. Pawlitscheck was a former Gainde shareholder and he was issued shares of the Issuer in exchange for his Gainde shares.
Percentage of the issuer's securities held as of the date of this offering document: 7.08%
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:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Vince Sorace
Municipality of residence: North Vancouver (BC)
Position at issuer: Chair and Director
Principal occupation for the last five years: President & CEO of Kutcho Copper Corp., Chairman of E79 Resources Corp. and Founder and Executive Chairman of MineHub Technologies Inc.
Expertise, education, and experience that is relevant to the issuer's business:
Mining and technology entrepreneur with over 30 years of international business and capital markets experience.
Founded and led several resource and technology companies with assets and operations in the U.S., Canada, Europe and Asia.
Extensive experience in capital markets, operations & management and public company governance.
Number and type of securities of the issuer owned: 2,500,000 Common Shares
Date securities were acquired and price paid for the securities: 1,500,000 on June 15, 2021 for $0.02/share 500,000 on June 24, 2021 for $0.05/share 500,000 on July 2, 2021 for $0.10/share
Percentage of the issuer's securities held as of the date of this offering document: 6.58%
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:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Galen McNamara
Municipality of residence: Vancouver (BC)
Position at issuer: Director
Principal occupation for the last five years: CEO and Director of Summa Silver Corp. (TSXV:SSVR). Chairman of Angold Resources Inc. (TSXV:AAU).
Expertise, education, and experience that is relevant to the issuer's business:
Entrepreneur and Geologist with extensive discovery and capital markets experience over 15 years.
Co-winner 2018 PDAC Bill Dennis “Prospector of the Year” Award and 2016 Mines and Money Exploration Award. Former Senior Project Manager (Exploration & Development) at NexGen Energy, where he managed all field based drilling and exploration activities, instrumental role in the discovery and delineation of multiple high grade uranium zones.
Bachelor’s and Master’s Degrees in Geology from Laurentian University
Number and type of securities of the issuer owned: 600,000 Common Shares
Date securities were acquired and price paid for the securities: 300,000 on June 24, 2021 for $0.05/share 300,000 on July 2, 2021 for $0.10/share
Percentage of the issuer's securities held as of the date of this offering document: 1.58%
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:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Fatou Sylla Gueye
Municipality of residence: Dakar (Senegal)
Position at issuer: Director
Principal occupation for the last five years: Founder and Director of Jiwana Resources, a private Australian mining exploration company with assets in Senegal.
Expertise, education, and experience that is relevant to the issuer's business:
Extensive experience as a senior executive in the Financial Services, Consulting and Mining industries in Australia, the US, and Africa. Her experience in the Mining sector includes exploration and mining finance, particularly for West African explorers and developers.
Has provided expert advice to numerous publicly traded and privately held mining and finance companies operating in Africa and Australia.
Number and type of securities of the issuer owned: 5,100,000 Common Shares
Date securities were acquired and price paid for the securities: 5,100,000 on October 21, 2021 for a deemed price $0.25/share pursuant to a share exchange agreement for Gainde Gold SARL shares dated July 2, 2021. Ms. Gueye was a former Gainde shareholder and she was issued shares of the Issuer in exchange for her Gainde shares.
Percentage of the issuer's securities held as of the date of this offering document: 13.42%
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:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Full legal name: Gavin Cooper
Municipality of residence: Vancouver (BC)
Position at issuer: CFO and Corporate Secretary
Principal occupation for the last five years: For the past 35 years, has been providing strategic and financial advice and corporate administration services and has held senior positions with a number of public and private companies with local and international operations. Also serves as Director on various TSXV listed companies
Expertise, education, and experience that is relevant to the issuer's business:
CPA, CA with extensive experience in all aspects of corporate and financial management.
Number and type of securities of the issuer owned: 400,000 Common Shares
Date securities were acquired and price paid for the securities: 400,000 on June 24, 2021 for $0.05/share
Percentage of the issuer's securities held as of the date of this offering document: 1.05%
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:
The person's involvement in any securities, insurance, or banking activity
A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct
(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:
(d) is or has been the subject of a bankruptcy or insolvency proceeding:
(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:
The Issuer is using Vested Technology Corp. (“Vested”) as the funding portal to conduct its crowdfunding distribution (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):
The Issuer must raise the minimum offering amount for the closing of the distribution by March 27, 2022, such date being no later than 90 days after the date this Offering Document was first 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: Securities convertible into common shares (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 of the Issuer on a one to one basis: (i) at any time, at the discretion of the Issuer; (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.
Tag-along rights: N/A
Drag-along rights: N/A
Pre-emptive rights: N/A
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 15,151 Maximum offering amount $500,000 1,515,151 Price per eligible security $0.33 Minimum investment amount per purchaser: $165
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Sanu Gold Corp. that are raised using other prospectus exemptions.
Use of Funds
Information about any funds previously raised by the issuer:The amount of funds previously raised:
(a) On June 15, 2021 the Issuer raised gross proceeds of $210,000 from the issuance of 10,500,000 Common Shares (at a price of $0.02 per Common Share) through a non-brokered private placement. (b) On June 24, 2021 the Issuer raised gross proceeds of $211,250 from the issuance of 4,225,000 Common Shares (at a price of $0.05 per Common Share) through a non-brokered private placement. (c) On July 2, 2021 the Issuer raised gross proceeds of $697,500 from the issuance of 6,975,000 Common Shares (at a price of $0.10 per Common Share) through a non-brokered private placement. (d) On December 8, 2021 the Issuer raised gross proceeds of $3,258,750 from the issuance of 9,875,000 subscription receipts (at a price of $0.33 per subscription receipt). Each subscription receipt is convertible into one Common Share, for no additional consideration, on certain conditions. The proceeds from this issuance are being held in escrow by Odyssey Trust Company (under the subscription receipt agreement listed as a material contract under Item 3 – Issuer’s Business) and will be available upon the Issuer filling a final long form prospectus with certain provincial securities regulators in Canada and receiving a receipt therefor from such securities regulators. (e) On December 8, 2021 the Issuer raised gross proceeds of $3,341,250 from the issuance of 10,125,000 special warrants (at a price of $0.33 per special warrant). Each special warrant is convertible into one Common Share, for no additional consideration upon the Issuer filling a final long form prospectus with certain provincial securities regulators in Canada and receiving a receipt therefor from such securities regulators. Finders’ fees of $48,510 were paid by the Issuer in connection with this issuance. (f) On October 21, 2021 as part of a share exchange agreement with the shareholders of Gainde Gold SARL, the Issuer issued 16,300,000 Common Shares as consideration shares in exchange for all of the issued and outstanding shares of Gainde Gold SARL. The transaction resulted in Gainde Gold SARL becoming a wholly-owned subsidiary of the Issuer, upon which it converted to an “SUARL”. The Common Shares were issued at a deemed price of $0.25 per Common Share.
How the issuer raised those funds:
See above
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
For each of the distributions set out above, the Issuer relied on the prospectus exemptions set out in section 2.3, 2.4 and 2.5 of National Instrument 45-106. The Issuer relied on the prospectus exemption set out in section 2.16 of National Instrument 45-106 to complete the distribution of Issuer shares to acquire Gainde.
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
The funds raised have and will continue to be used the by Issuer for general working capital, including mining, exploration and development operations at its three projects (Bantabaye, Diguifara and Daina) in Guinea, West Africa. The funds will also be used to pay for administrative, legal, marketing, and other related business costs and expenses incurred by the Issuer.
Description of intended use of funds listed in order or priority: Total amount ($) Assuming minimum offering amount Assuming maximum offering amount As the Issuer raised funds through the December 8, 2021 issuance of subscription receipts and special warrants, the Issuer has disclosed its total available proceeds for its proposed Use of Funds, including the funds raised under this Offering Document, based on its available funds as of the date of this Offering Document. Bantabaye project – exploration, analysis of results, property maintenance $1,700,000 $1,700,000 Diguifara project – exploration, analysis of results, property maintenance $1,200,000 $1,200,000 Daina project – exploration, analysis of results, property maintenance $1,200,000 $1,200,000 Portal Fees(3) $12,595 $51,700 General and administrative expenses – Guinea(4) $400,000 $400,000 General and administrative expenses – Canada(5) $742,000 $742,000 SUBTOTAL $5,254,595 $5,293,700 Unallocated working capital $1,308,405 $1,764,300 TOTAL $6,563,000 $7,058,000 Notes: (1) The minimum offering amount raised in connection with this Offering Document only is $5,000 to which the Issuer’s available funds have been added. (2)The maximum offering amount raised in connection with this Offering Document only is $500,000. (3) Portal fees were calculated pursuant to item 8 below, but exclude the $0.30 Processing Fee per purchaser, as this amount is not known at this time as it will vary based on the number of purchasers. (4) Estimated general and administrative expenses in Guinea include: corporate set up, management fees, vehicle, legal, audit and accounting and travel and accommodation. (5) Estimated general and administrative expenses in Canada include: management fees, accounting and administration costs, rent, marketing and investor relations, insurance (D&O, CGL), audit, legal, listing expenses and miscellaneous. The following table sets out the estimated year-one costs in respect of the continued exploration of the Bantabaye Project. The continued exploration of the Bantabaye project is a primary objective of the Issuer. Activity Year 1 Cost (CDN $)(1) Camp Set up $100,000 Access $40,000 Auger Drilling (10,000 m) $240,000 RC Drilling (5,000 m) $290,000 Diamond Drilling (1,000 m) $130,000 Analysis and QA/QC $310,000 Field personnel, equipment and consumables $300,000 Food and housing $190,000 Resources Mining Management and admin $190,000 Contingency $10,000 Total $1,700,000 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) Service Fee: a services fee (the “Services Fee”) in the amount of $12,000. The Services Fee is not refundable to the Issuer.
(b) Portal Fee: a portal fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised in the offering (the “Offering Proceeds”), payable upon each date funds are released to the Issuer and automatically deducted from the payments made by purchasers of Special Warrants under this Offering Document.
(c) Payment Processing Fees: payment processing fees (the “Processing Fees”) calculated as 2.9% of the Offering Proceeds and a further $0.30 per each purchaser of Special Warrants plus $200 for preparing and filing the 45-106F1 report with the British Columbia Securities Commission, will be charged by Vested and be automatically deducted from the payments made by purchasers of Special Warrants to be released to the Issuer. The Processing Fees may change without notice to the Issuer.
(d) Compensation Special Warrants: Issuer shall issue to Vested, upon the close of the offering under this Offering Document, 150,000 Special Warrants as compensation.
The Issuer will also pay Vested a refundable deposit of $5,000, subject to the minimum offering threshold being met. Upon the close of the offering, the deposit will be credited towards to fees set out above.
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) Exploration and Development – Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, market fluctuations, the proximity and capacity of milling facilities, mineral markets, processing equipment, and changes in environmental, safety and government regulations.
(b) Insufficient Capital and Financial Risks - The Issuer does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. The Issuer has no history of earnings and, due to the nature of its business, there can be no assurance that the Issuer will be profitable. The Issuer has paid no dividends on its Common Shares since incorporation and does not anticipate doing so in the foreseeable future.
(c) No Established Market - There is currently no market through which the Issuer’s securities may be sold. 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 purchasers may have no ability to sell their Special Warrants. If the Special Warrants are converted to Common Shares, there can be no assurance that an active and liquid market for the Common Shares will develop and purchasers may find it difficult to resell their Common Shares.
(d) Limited Business History - The Issuer has only recently commenced operations and has no history of operating earnings.
(e) Bantabaye, Diguifara and Daina Project Risks – No assurances can be given that minerals will be in sufficient quantities to justify commercial operations or mineral deposits that, though present, are sufficient in quantity and quality to return a profit from production. If the Issuer loses or abandons its interest in the Bantabaye, Diguifara or Daina projects, there is no assurance that it will be able to acquire other mineral properties of merit.
(f) COVID-19 Pandemic - The Issuer’s business, operations and financial condition can be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including COVID‐19 and any variants thereof.
(g) Uninsurable Risks - In the course of exploration, development and production of mineral properties, certain risks, including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks.
(h) Fluctuating Mineral Prices and Currency Risks - Prices for precious and base metals fluctuate on a daily basis, have historically been subject to wide fluctuations and are affected by numerous factors beyond the control of the Issuer. Currency fluctuations may affect the cash flow which the Issuer may realize from its operations.
(i) Dependence on Management - The success of the Issuer is currently largely dependent on the performance of its directors and officers. 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. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act (British Columbia).
(j) Dilution - Subsequent issuances of securities, including Common Shares and stock options, will result in a substantial dilution of the equity interests of existing shareholders and may result in a change of control of the Issuer.
(k) Tax Issues - Income tax consequences in relation to the Special Warrants and Common Shares will vary according to the circumstances by each purchaser. Purchasers should seek independent advice from their own tax and legal advisors.
(l) Price Volatility of Publicly Traded Securities - In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many corporations have experienced wide fluctuations in price, which have not necessarily been related to the operating performance, underlying asset values or prospects of such corporations. There can be no assurance that continual fluctuations in price will not occur.
(m) Stress in the Global Economy - Reduction in credit, combined with reduced economic activity and the fluctuations in global currencies, may adversely affect businesses and industries that purchase commodities, affecting commodity prices in more significant and unpredictable ways than the normal risks associated with commodity prices. The availability of services such as drilling contractors and geological service companies and/or the terms on which these services are provided may be adversely affected by the economic impact on the service providers.
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.
We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.
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.
If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.
Pursuant to the Business Corporations Act (British Columbia), the Issuer is required to provide its annual financial statements to its shareholders and appoint an auditor, unless unanimously waived by the shareholders. These financial statements must be produced and published within six months of the Issuer’s financial year end. Also the Issuer is required to hold an annual general meeting of shareholders each calendar year and within 15 months of its previous annual general meeting. The Issuer will send an information circular to its shareholders in connection with such meeting.
If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:
The number of shareholders party to the agreement: N/A
The percentage of voting shares of the issuer subject to the agreement: N/A
The name of the person acting as a trustee: N/A
Whether the trustee has been granted any additional powers: N/A
Whether the agreement is limited to a specified period of time: N/A
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.
Purchaser's Rights
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right:
a) to cancel your agreement with Sanu Gold Corp. to buy these securities, or
b) to damages against Sanu Gold Corp. and may, in certain jurisdictions, have the statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
Two day cancellation right:
You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.
- Position at Issuer: President, CEO and Director
- Municipality of Residence: Upper Coomera (Australia)
- Email Address: N/A
- Principal Occupation for the Last Five Years: Currently Senior Vice President of Geology for a mining private equity fund.
About:
International mining professional with over 20 years experience, who has held key management positions with a number of junior explorers, private equity investment funds, majors (BHP) and development companies (MDL, Teranga). Experience from grass-roots discovery to mine development and project financing. Extensive hands-on geology skills (Member of Australian Institute of Geoscientists) and well-rounded 360 mining development exposure through various investment and operational roles.
Cofounder of several resource companies in Eastern Europe and other successful exploration ventures in West Africa.
- Position at Issuer: Chair and Director
- Municipality of Residence: North Vancouver (BC)
- Email Address: vsorace@v1.ca
- Principal Occupation for the Last Five Years: President & CEO of Kutcho Copper Corp., Chairman of E79 Resources Corp. and Founder and Executive Chairman of MineHub Technologies Inc.
About:
Mining and technology entrepreneur with over 30 years of international business and capital markets experience.
Founded and led several resource and technology companies with assets and operations in the U.S., Canada, Europe and Asia.
Extensive experience in capital markets, operations & management and public company governance.
- Position at Issuer: Director
- Municipality of Residence: Vancouver (BC)
- Email Address: N/A
- Principal Occupation for the Last Five Years: CEO and Director of Summa Silver Corp. (TSXV:SSVR). Chairman of Angold Resources Inc. (TSXV:AAU).
About:
Entrepreneur and Geologist with extensive discovery and capital markets experience over 15 years.
Co-winner 2018 PDAC Bill Dennis “Prospector of the Year” Award and 2016 Mines and Money Exploration Award. Former Senior Project Manager (Exploration & Development) at NexGen Energy, where he managed all field based drilling and exploration activities, instrumental role in the discovery and delineation of multiple high grade uranium zones.
Bachelor’s and Master’s Degrees in Geology from Laurentian University
- Position at Issuer: Director
- Municipality of Residence: Dakar (Senegal)
- Email Address: N/A
- Principal Occupation for the Last Five Years: Founder and Director of Jiwana Resources, a private Australian mining exploration company with assets in Senegal.
About:
Extensive experience as a senior executive in the Financial Services, Consulting and Mining industries in Australia, the US, and Africa. Her experience in the Mining sector includes exploration and mining finance, particularly for West African explorers and developers.
Has provided expert advice to numerous publicly traded and privately held mining and finance companies operating in Africa and Australia.
- Position at Issuer: CFO and Corporate Secretary
- Municipality of Residence: Vancouver (BC)
- Email Address: N/A
- Principal Occupation for the Last Five Years: For the past 35 years, has been providing strategic and financial advice and corporate administration services and has held senior positions with a number of public and private companies with local and international operations. Also serves as Director on various TSXV listed companies
About:
CPA, CA with extensive experience in all aspects of corporate and financial management.
All Team Members & Relevant Parties
Martin Pawlitschek
Vince Sorace
Galen McNamara
Fatou Sylla Gueye
Gavin Cooper
$63,030 raised0 Investors Needed
103Offering up to 1,515,151 Securities convertible into common shares (Special Warrants) at $ 0.33
Minimum Investment: $165
Funding Closed
103 Investors (Seeking 100)
This project will only be financed if at least $5,000 is raised by Jan 05, 2022
Note: All funds are expressed in Canadian dollars.