Starmet Ventures Inc.
British Columbia
Overview
Starmet Ventures is in the business of the exploration and development of natural resource properties in the USA.
JPL Project, Nevada, USA
On August 11, 2020, the company entered into an exploration lease and option agreement to acquire a 100% interest in the JPL Project (the “Property”) consisting of certain unpatented mining claims in Nevada. Following the exercise of the option, the Property will remain subject to a 3% production royalty. The Company shall be entitled to purchase ownership of the Property at any time through a one-time cash payment of $1,000,000 USD.
Crowdfunded Activities
Here's how Starmet Ventures Inc. (the “Issuer”) is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $230,000 |
| Portal Fees | $400 | $20,000 |
| TOTAL | $5,000 | $250,000 |
Starmet Ventures Inc. (the “Issuer”)
- Company Website: N/A
- Head Office Address: #303-1687 West Broadway, Vancouver, BC, V6J 1X2, Canada
- Company Phone No: 778-829-2979
- Company Email Address: davidohad@gmail.com
Starmet Ventures is in the business of the exploration and development of natural resources properties in the USA.
JPL Project, Nevada, USA
On August 11, 2020, the company entered into an exploration lease and option agreement to acquire a 100% interest in the JPL Project (the “Property”) consisting of certain unpatented mining claims in Nevada. Following the exercise of the option, the Property will remain subject to a 3% production royalty. The Company shall be entitled to purchase ownership of the Property at any time through a one-time cash payment of $1,000,000 USD.
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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 Issuer
Full legal name: Starmet Ventures Inc. (the “Issuer”)
Head office address: #303-1687 West Broadway, Vancouver, BC, V6J 1X2, Canada
Telephone: 778-829-2979
Email address: davidohad@gmail.com
Website URL: N/A
Company Contact Person
Full legal name: Ohad David
Position held with the issuer: CEO
Business address: #303-1687 West Broadway, Vancouver, BC, V6J 1X2, Canada
Business telephone: 778-829-2979
Business email address: davidohad@gmail.com
Issuer's Business
Starmet Ventures is in the business of the exploration and development of natural resources properties in the USA.
JPL Project, Nevada, USA
On August 11, 2020, the company entered into an exploration lease and option agreement to acquire a 100% interest in the JPL Project (the “Property”) consisting of certain unpatented mining claims in Nevada. Following the exercise of the option, the Property will remain subject to a 3% production royalty. The Company shall be entitled to purchase ownership of the Property at any time through a one-time cash payment of $1,000,000 USD.
Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?
No.
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?
The issuer has hired experts in mining.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
Completed the NI 43-101 Technical Report for the JPL Project.
What are the major hurdles that the issuer expects to face in achieving its milestones?
Covid restrictions that might delay exploration.
How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?
Support working capital and continued exploration in Nevada.
Has the issuer entered any contracts that are important to its business?
The Company entered into an exploration lease and option agreement to acquire a 100% interest in the JPL Project.
Has the issuer conducted any operations yet?
The company has started exploration in Nevada.
Where does the issuer see its business in 3, 5, and 10 years?
Expand its exploration business.
What are the issuer's future plans and hopes for its business and how does it plan to get there?
Expand its exploration business.
What is the issuer's management experience in running a business or in the same industry?
Business experience as well as high end good experience.
Does the issuer have business premises from which it can operate its business?
Yes.
How many employees does the issuer have? How many does it need?
2
Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.
Corporation.
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:
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:
12,205,775 Common Shares, without par value
Management
Full legal name: Ohad David
Municipality of residence: Vancouver, BC
Position at issuer: CEO and Director
Principal occupation for the last five years: Owner of Ohad Diamonds Inc.
Expertise, education, and experience that is relevant to the issuer's business:
Ohad David brings 15 years of experience in the international trading business, particularly in the area of importing and exporting high end goods with a specialty in loose diamonds. He has a history of successful business relationships across multiple industries. Ohad expresses enthusiasm for growth in all endeavors and is committed to long term success.
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
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: Nir Eliyahu
Municipality of residence: Gitit, Israel
Position at issuer: Director
Principal occupation for the last five years: Owns a property management company in Jerusalem, Israel
Expertise, education, and experience that is relevant to the issuer's business:
Nir Eliyahu is a private business owner who specialized in distribution channels and online sales for nine years (2012 to 2021) with Connect Inc. (USA) and Telem distribution in Vancouver. He was responsible for building distribution channels for both B2B and B2C products, brand development, marketing, sales strategies, and a training platform.
In the years 2004-2013, he served as cellular network engineer expert, designing and deploying telecom projects worldwide valued at over $500 Million. He has a BSc degree from the University of Ariel in Electrical Engineering.
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
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: Gabi Kabazo
Municipality of residence: Vancouver, BC
Position at issuer: CFO
Principal occupation for the last five years: Chief Financial Officer of BYND Cannasoft Enterprises Inc.
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Kabazo is a seasoned finance and operations professional with over 20 years' experience supporting accounting, financing and IT operations in complex corporate settings. Since May 2020, Mr. Kabazo has served as Chief Financial Officer of BYND Cannasoft Enterprises Inc., a public company listed on the Canadian Securities Exchange. Since 2009, Mr. Kabazo has been with TELUS Telecommunications Company and currently holds the title of Sr. Strategy Manager, Environment Management, Shared Services, Business Transformation & Operations, a position he has held since 2018. From 2002 to 2011, Mr. Kabazo served as Chief Financial Officer of m-Wise Inc. and from 2000 to 2002 he served as Controller of On Track Innovations Ltd. Mr. Kabazo received a B.A. in Accounting & Economics from Tel Aviv University in 1997 and earned his C.P.A. (Israel) designation in 1999. In 2006, Mr. Kabazo earned an MBA (Finance) from the University of British Columbia, Sauder School of Business.
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
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:
Vested Technology Corp. (Vested.ca) (“Vested”)
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):
May 1, 2022
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 50,000 Maximum offering amount $250,000 2,500,000 Price per eligible security $0.10 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 Starmet Ventures Inc. (the “Issuer”) 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:
$510,250
How the issuer raised those funds:
Private Placements
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Accredited Investors
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
Working Capital and Exploration Costs
Description of intended use of funds listed in order or priority: Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,600 $230,000 Portal Fees $400 $20,000 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 crowd funding 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 preparing the 45-106F1 report] shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer. The Processing Fees are subject to change without notice.
(d) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 200,000 Compensation Special Warrants (the "Compensation Special Warrants").
(collectively, the "Fees").
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:
(a) 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) 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 project, 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.
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 Starmet Ventures Inc. (the “Issuer”) to buy these securities, or
b) to damages against Starmet Ventures Inc. (the “Issuer”) 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: CEO and Director
- Municipality of Residence: Vancouver, BC
- Email Address: davidohad@gmail.com
- Principal Occupation for the Last Five Years: Owner of Ohad Diamonds Inc.
About:
Ohad David brings 15 years of experience in the international trading business, particularly in the area of importing and exporting high end goods with a specialty in loose diamonds. He has a history of successful business relationships across multiple industries. Ohad expresses enthusiasm for growth in all endeavors and is committed to long term success.
- Position at Issuer: Director
- Municipality of Residence: Gitit, Israel
- Email Address: N/A
- Principal Occupation for the Last Five Years: Owns a property management company in Jerusalem, Israel
About:
Nir Eliyahu is a private business owner who specialized in distribution channels and online sales for nine years (2012 to 2021) with Connect Inc. (USA) and Telem distribution in Vancouver. He was responsible for building distribution channels for both B2B and B2C products, brand development, marketing, sales strategies, and a training platform.
In the years 2004-2013, he served as cellular network engineer expert, designing and deploying telecom projects worldwide valued at over $500 Million. He has a BSc degree from the University of Ariel in Electrical Engineering.
- Position at Issuer: CFO
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Chief Financial Officer of BYND Cannasoft Enterprises Inc.
About:
Mr. Kabazo is a seasoned finance and operations professional with over 20 years' experience supporting accounting, financing and IT operations in complex corporate settings. Since May 2020, Mr. Kabazo has served as Chief Financial Officer of BYND Cannasoft Enterprises Inc., a public company listed on the Canadian Securities Exchange. Since 2009, Mr. Kabazo has been with TELUS Telecommunications Company and currently holds the title of Sr. Strategy Manager, Environment Management, Shared Services, Business Transformation & Operations, a position he has held since 2018. From 2002 to 2011, Mr. Kabazo served as Chief Financial Officer of m-Wise Inc. and from 2000 to 2002 he served as Controller of On Track Innovations Ltd. Mr. Kabazo received a B.A. in Accounting & Economics from Tel Aviv University in 1997 and earned his C.P.A. (Israel) designation in 1999. In 2006, Mr. Kabazo earned an MBA (Finance) from the University of British Columbia, Sauder School of Business.
All Team Members & Relevant Parties
Ohad David
Nir Eliyahu
Gabi Kabazo
News & Updates
Starmet Ventures Inc. doesn't have any updates yet. Stay tuned!
0 Investors Needed
Offering up to 2,500,000 Securities convertible into common shares (“Special Warrants”) at $ 0.10
Minimum Investment: $100
Funding Closed
145 Investors (Seeking 140)
This project will only be financed if at least $5,000 is raised by Apr 19, 2022
Note: All funds are expressed in Canadian dollars.