Silver Eagle Mines Inc. Equity Crowdfunding

Overview

SEM is developing a raw rock phosphate deposit, just NE of Elko NV. Expect bulk sampling in size Q2 2023. Est. 8-18 mil tons 15% P205 (non-43-101 compliant). 8 km bed at surface, 10m wide by 10 m deep. Looks to run NE obliquely under the covering sedimentary rock for a great distance. Current programme of Environmental review underway. $100k RC drilling programme planned for Q4 2022-Q1 2023. Simple, cheap mining: drill it up, blow it up, dig it up, grind it up and bag it up ship it out on the rail line next door.

Crowdfunded Activities

Here's how Silver Eagle Mines Inc. is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Silver Eagle Mines Inc.

Company Website: http://www.silvereaglemines.com/
Head Office Address: #408-150-24th St. West Vancouver BC V7V 4G8
Company Phone No: 604-355-9986
Company Email Address: robin@dowgroup.ca

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: Silver Eagle Mines Inc.

Head office address: #408-150-24th St. West Vancouver BC V7V 4G8

Telephone: 604-355-9986

Email address: info@silvereaglemines.com

Website URL: http://www.silvereaglemines.com/

Company Contact Person

Full legal name: Robin Dow

Position held with the issuer: CEO & Director

Business address: #408-150-24th St. West Vancouver BC V7V 4G8

Business telephone: 604-355-9986

Business email address: robin@dowgroup.ca

Issuer's Business

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

Will produce pure, contaminenent free, direct application raw rock phosphate

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 product is free of cadmium or U308 contamination…very rare. P205 prices for pure sky rocketing in current environment.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?

1. Finish the EV study to receive a lease from the BLM (Q4 2022)

2. RC drill programme Q4-Q1 2023. Bulk sample Q2-3 2-23.

What are the major hurdles that the issuer expects to face in achieving its milestones?

Just the process at the BLM, which is well in hand.

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 currently available should take SEM to the bulk sample phase.

Has the issuer entered any contracts that are important to its business?

Currently the EV study.

Has the issuer conducted any operations yet?

The EV study is already underway.

Where does the issuer see its business in 3, 5, and 10 years?

Producing clean, pure, raw rock phosphate.

What are the issuer's future plans and hopes for its business and how does it plan to get there?

Develop the mining opportunity at Murdoch Mountain.

What is the issuer's management experience in running a business or in the same industry?

34 years in mining exploration and development.

Does the issuer have business premises from which it can operate its business?

Montello, a little town 6 km from the mine site, has ample warehouse space to rent. The rail line switches are in Montello

How many employees does the issuer have? How many does it need?

Marco Montecinos is the geo in charge. Everyone is a contractor.

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:

The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the Head Office of the Issuer.

Issuer's Operations

Has never conducted operations

Is in the development stage

Is currently conducting operations

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:

13,664,440 common shares

Management

Full legal name: Robin Dow

Municipality of residence: West Vancouver

Position at issuer: CEO & Director

Principal occupation for the last five years: CEO of Dowgroup Inc.

Expertise, education, and experience that is relevant to the issuer's business:

Robin Dow – Age 71, Chief Executive Officer and Director

Mr. Dow’s responsibilities include overseeing all aspects of the Issuer’s business and operations. Mr. Dow works part-time with the Issuer and is expected to devote approximately 10% of his time to the Issuer in the capacity of CEO. Mr. Dow has not entered into a non-competition or non-disclosure agreement with the Issuer.

Mr. Dow has been the CEO and a director of the Issuer since incorporation. He was also been the CEO and a director of Dow Group, Explorers Inc., a private consulting company from August 8, 2018 to present. Mr. Dow has been the CEO and Director of the Dow Group of Companies from 1988 to present, Mr. Dow has over 30 years’ experience in consulting to or in funding private and public corporations. He received his B.A. (Hons.) in Business Administration in 1973 and his Master’s in Business Administration in 1975 from the University of Western Ontario, and has been a Fellow of the Canadian Securities Institute since 1979.

Number and type of securities of the issuer owned: 2,450,000 Common Shares 450,000 Warrants 15,000 Special Warrants

Date securities were acquired and price paid for the securities: 2,000,000 January 15, 2019 @$0.025 300,000 May 2021 @$0.05 1500,000 Sept. 2021 @$0.05

Percentage of the issuer's securities held as of the date of this offering document: 17.93%

(a): has ever, pled guilty to or been found guilty of:

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): has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlemtn agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

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:

Mr. Robin Dow was the Chief Executive Officer of Galahad Metals Inc. (“Galahad”) when the Ontario Securities Commission, the Autorité des marchés financiers and the British Columbia Securities Commission issued temporary cease trade orders and/or cease trade orders against Galahad. On May 3, 2013, the Ontario Securities Commission issued a temporary cease trade order against Galahad, which was extended on May 15, 2013. On May 6, 2013, the Autorité des marchés financiers issued a temporary cease trade order against Galahad, which was extended on May 21, 2013. On May 8, 2013, the British Columbia Securities Commission issued a cease trade order against Galahad. The cease trade orders were imposed due to the failure of Galahad to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended December 31, 2012 within the prescribed time (collectively, the “2012 Annual Filings”). On August 2, 2013, Galahad filed its 2012 Annual Filings and its interim financial statements, its management discussion and analysis and related certifications for the 3 month period ending March 31, 2013. On October 31, 2013, the Ontario Securities Commission, the Autorité des marchés financiers and the British Columbia Securities Commission revoked their cease trade orders.

Mr. Dow while a Director and/or Officer of Rosehearty Energy Inc. (formerly, Galahad Metals Inc.) (“Rosehearty”) when the British Columbia Securities Commission, the Ontario Securities Commission, the Autorité des marchés financiers and the Alberta Securities Commission issued cease trade orders against Rosehearty. On May 8, 2015, the British Columbia Securities Commission issued a cease trade order against Rosehearty. On May 25, 2015, the Ontario Securities Commission issued a cease trade order against Rosehearty. On May 28, 2015, the Autorité des marchés financiers issued a cease trade order and on August 7, 2015, the Alberta Securities Commission issued a cease trade order against Rosehearty. The cease trade orders were imposed due to the failure of Rosehearty to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended December 31, 2014 (collectively, the “2014 Annual Filings”). On January 31, 2019, the British Columbia Securities, the Alberta Securities Commission, the Ontario Securities Commission and the Autorité des marchés financiers revoked their cease trade orders.

Mr. Dow while a Director and/or Officer of Red Ore Gold Inc. (“Red Ore”) (now called Aion Therapeutic Inc.) when the British Columbia Securities Commission, the Ontario Securities Commission, and the Alberta Securities Commission issued cease trade orders against Red Ore. On September 8, 2014, the British Columbia Securities Commission issued a cease trade order against Red Ore. On September 11, 2015, the Ontario Securities Commission issued a temporary cease trade order against Red Ore and extended it on September 24, 2014. On December 9, 2014, the Alberta Securities Commission issued a cease trade order against Red Ore. The cease trade orders were imposed due to the failure of Red Ore to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended April 30, 2014. On May 3, 2016 Red Ore filed its 2014 and 2015 annual audited financial statements, its management discussion and analysis and related certifications for the years ended April 30, 2014 and April 30, 2015, together with the quarterly financial statements and management discussion and analysis to the period ending January 31, 2016. The cease trade orders issued by the Ontario, British Columbia and Alberta Securities Commissions have been revoked.

Full legal name: G. Michael Newman

Municipality of residence: Toronto, ON

Position at issuer: Director

Principal occupation for the last five years: Independent Consultant to a number of different companies in various industries.

Expertise, education, and experience that is relevant to the issuer's business:

G. Michael Newman – Age 74, Director

Mr. Newman Has served as an independent director on the Board of Directors of 18 TSX.V, CSE or TSX listed companies since 1995, and on the Board of Advisors of two private equity funds. He serves on the Independent Review Committee of two TSX listed Mutual Fund Trusts and is the President of KE Real Estate Holdings Inc., a private real estate company that owns rental properties in the GTA. He will devote his time to the Company on an as needed basis.

He was the Founder and CEO and President of InterRent REIT from 1997 until his retirement in 2009 and since then has been an independent consultant to a number of different companies in various industries.

Mr. Newman has been a director of the Issuer since incorporation.

He is also a published author.

Number and type of securities of the issuer owned: 250,000 Common Shares

Date securities were acquired and price paid for the securities: 250,000 Shares January 15, 2019 @$0.025

Percentage of the issuer's securities held as of the date of this offering document: 1.83%

(a): has ever, pled guilty to or been found guilty of:

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

(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: Kristine Dorward

Municipality of residence: Laval, QC

Position at issuer: Director

Principal occupation for the last five years: Independent Consultant in the biotechnology / pharmaceutical industry

Expertise, education, and experience that is relevant to the issuer's business:

Kristine Dorward – Age 49, Director

Ms. Dorward has more than 20 years in the pharmaceutical and biotech industry, involving senior leadership positions in licensing, acquisitions, marketing and business development encompassing global markets. Ms. Dorward has completed numerous due diligence evaluations as part of pipeline planning and acquisitions to drive corporate growth and is a member of the Institute of Corporate Directors (ICD) and the National Association of Certified Valuators & Analysts (NACVA). Ms. Dorward has previously been a director of a publically listed company on the TSX.

Ms. Dorward has been an Independent Consultant in the biotechnology/pharmaceutical industry from March 2021 to present. Prior to that, she was a Senior Director at Liminal BioSciences Inc., from 2014 to 2021

She has been a Director of Issuer from incorporation to present. She will devote her time to the Company on an as needed basis.

Number and type of securities of the issuer owned: 500,000 Common Shares

Date securities were acquired and price paid for the securities: 500,000 Shares January 15, 2019 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: 3.66%

(a): has ever, pled guilty to or been found guilty of:

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

(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: Patricia Purdy

Municipality of residence: Campbell River, BC

Position at issuer: Corporate Secretary and Director

Principal occupation for the last five years: Self-employed Paralegal and Corporate Consultant

Expertise, education, and experience that is relevant to the issuer's business:

Patricia Purdy – Age 75, Corporate Secretary and Director

Ms. Purdy is a senior paralegal with over 30 years of experience in the areas of corporate and securities law with experience as an officer and director of companies listed on the TSXV, TSX and CSE.

Ms. Purdy has worked as an independent corporate and securities paralegal consultant since 2009, and has been a director and officer of the Issuer since incorporation. She will devote her time to the Company on an as needed basis.

Number and type of securities of the issuer owned: 650,000 Common Shares

Date securities were acquired and price paid for the securities: 400,000 Shares January 15, 2019 @ $0.025 250,000 September 20, 2020 @ $0.05

Percentage of the issuer's securities held as of the date of this offering document: 4.76%

(a): has ever, pled guilty to or been found guilty of:

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

(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:

Ms. Patricia Purdy while a Director and/or Officer of Rosehearty Energy Inc. (formerly, Galahad Metals Inc.) (“Rosehearty”) when the British Columbia Securities Commission, the Ontario Securities Commission, the Autorité des marchés financiers and the Alberta Securities Commission issued cease trade orders against Rosehearty. On May 8, 2015, the British Columbia Securities Commission issued a cease trade order against Rosehearty. On May 25, 2015, the Ontario Securities Commission issued a cease trade order against Rosehearty. On May 28, 2015, the Autorité des marchés financiers issued a cease trade order and on August 7, 2015, the Alberta Securities Commission issued a cease trade order against Rosehearty. The cease trade orders were imposed due to the failure of Rosehearty to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended December 31, 2014 (collectively, the “2014 Annual Filings”). On January 31, 2019, the British Columbia Securities, the Alberta Securities Commission, the Ontario Securities Commission and the Autorité des marchés financiers revoked their cease trade orders.

Ms. Purdy while a Director and/or Officer of Red Ore Gold Inc. (“Red Ore”) (now called Aion Therapeutic Inc.) when the British Columbia Securities Commission, the Ontario Securities Commission, and the Alberta Securities Commission issued cease trade orders against Red Ore. On September 8, 2014, the British Columbia Securities Commission issued a cease trade order against Red Ore. On September 11, 2015, the Ontario Securities Commission issued a temporary cease trade order against Red Ore and extended it on September 24, 2014. On December 9, 2014, the Alberta Securities Commission issued a cease trade order against Red Ore. The cease trade orders were imposed due to the failure of Red Ore to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended April 30, 2014. On May 3, 2016 Red Ore filed its 2014 and 2015 annual audited financial statements, its management discussion and analysis and related certifications for the years ended April 30, 2014 and April 30, 2015, together with the quarterly financial statements and management discussion and analysis to the period ending January 31, 2016. The cease trade orders issued by the Ontario, British Columbia and Alberta Securities Commissions have been revoked.

Full legal name: Edwin A. Beaman

Municipality of residence: Calgary, AB

Position at issuer: Director

Principal occupation for the last five years: Independent Professional Petroleum Engineer

Expertise, education, and experience that is relevant to the issuer's business:

Edwin A. Beaman, P. Eng. – Age 69, Director

Mr. Beaman, PEng will serve as an independent director. He is expected to devote his time on an as needed basis, and does not have any compensation arrangement with the Issuer. Mr. Beaman has not entered into a non-competition or non-disclosure agreement with the Issuer.

Mr. Beaman was a professional petroleum engineer, but retired in 2016. Immediately prior to retirement, he was Vice President Operations at Serinus Energy Inc a company which is in the international exploration and production of oil and gas. Mr. Beaman has more than 40 years of experience in oil and gas operations, engineering and exploration and development projects, evaluating projects in Canada, the United States, and 11 foreign countries. Mr. Beaman graduated with a Bachelor of Science in Engineering (Geological) from the University of Manitoba in 1974, was a Professional Engineer member of the APEGGA from 1977 to 2020.

Number and type of securities of the issuer owned: 100,000 Common Shares

Date securities were acquired and price paid for the securities: 100,000 Shares October 21, 2021 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: .732%

(a): has ever, pled guilty to or been found guilty of:

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

(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: Douglas Wallis

Municipality of residence: Vancouver, BC

Position at issuer: Chief Financial Officer

Principal occupation for the last five years: Independent Accountant

Expertise, education, and experience that is relevant to the issuer's business:

Douglas Wallis, CPA, CA – Age 72, Chief Financial Officer

Mr. Wallis has over 40 years of experience auditing and financial management of emerging growth companies. He has been a self-employed Chartered Professional Accountant from July, 2014 to present; and CFO of the Issuer from incorporation to present and devotes his time to the Company on an as needed basis.

Number and type of securities of the issuer owned: 650,000 Common Shares

Date securities were acquired and price paid for the securities: 400,000 Shares January 15, 2019 @ $0.025 250,000 Shares September 20, 2020 @ $0.05

Percentage of the issuer's securities held as of the date of this offering document: 4.76%

(a): has ever, pled guilty to or been found guilty of:

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

(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:

Mr. Douglas Wallis while a Director and/or Officer of Red Ore Gold Inc. (“Red Ore”) (now called Aion Therapeutic Inc.) when the British Columbia Securities Commission, the Ontario Securities Commission, and the Alberta Securities Commission issued cease trade orders against Red Ore. On September 8, 2014, the British Columbia Securities Commission issued a cease trade order against Red Ore. On September 11, 2015, the Ontario Securities Commission issued a temporary cease trade order against Red Ore and extended it on September 24, 2014. On December 9, 2014, the Alberta Securities Commission issued a cease trade order against Red Ore. The cease trade orders were imposed due to the failure of Red Ore to file its annual audited financial statements, its management discussion and analysis and related certifications for the year ended April 30, 2014. On May 3, 2016 Red Ore filed its 2014 and 2015 annual audited financial statements, its management discussion and analysis and related certifications for the years ended April 30, 2014 and April 30, 2015, together with the quarterly financial statements and management discussion and analysis to the period ending January 31, 2016. The cease trade orders issued by the Ontario, British Columbia and Alberta Securities Commissions have been revoked.

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:

Vested Technology Corp. (Vested.ca)

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available:

British Columbia, Alberta, Ontario

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 Warrants

The eligible securities offered provide the following rights:

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 Units 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. Each Unit is one previously unissued common share of the Issuer (a “Share”), and one share purchase warrant. Each warrant (“Warrant”) will entitle the Purchaser to purchase one Share (a “Warrant Share”) at an exercise price of $0.10 per Warrant Share for a period of 24 months from the date of issuance (the “Expiry Date”). 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	100,000
Maximum offering amount	$1,500,000	30,000,000
Price per eligible security	$0.05

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 Silver Eagle Mines Inc. 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:

$524,990

How the issuer raised those funds:

Private placement and a successfully completed crowdfunding campaign in April 2019

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:

NI 45-106 2.3 [Accredited investor], NI 45-106 2.5 [Family, friends and business associates], AB 45-521 Start-Up Crowdfunding Exemption, BCI 45-535 Start-Up Crowdfunding Exemption, OI 45-506 Start-Up Crowdfunding Exemption

How the issuer used those funds:

Satisfying the $75,000 exploration expenditures as required, costs of audit and legal to date, $212,000 working capital on hand.

Information about funds that will be raised from this crowdfunding distribution:

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	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

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: Silver Eagle Mines Inc.

The name of the funding portal: Vested Technology Corp. (Vested.ca)

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: Successfully completed crowdfunding campaign in April 2019

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 pursuant to section 5.1 above.

(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, 200,000 Compensation Special Warrants (the "Compensation Special Warrants").

(collectively, the "Fees").

Risk Factors

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

(a) The Issuer was incorporated in 2018, has commenced exploration but 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) 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. A preliminary, non-offering prospectus was Filed February 8, 2022 and is available on SEDAR

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.

On SEDAR

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 Silver Eagle Mines Inc. to buy these securities, or

b) to damages against Silver Eagle Mines Inc. 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.

All Team Members & Relevant Parties

Robin Dow

Position at Issuer: CEO & Director
Municipality of Residence: West Vancouver
Email Address: robin@dowgroup.ca
Principal Occupation for the Last Five Years: CEO of Dowgroup Inc.
About:
Robin Dow – Age 71, Chief Executive Officer and Director

Mr. Dow’s responsibilities include overseeing all aspects of the Issuer’s business and operations. Mr. Dow works part-time with the Issuer and is expected to devote approximately 10% of his time to the Issuer in the capacity of CEO. Mr. Dow has not entered into a non-competition or non-disclosure agreement with the Issuer.

Mr. Dow has been the CEO and a director of the Issuer since incorporation. He was also been the CEO and a director of Dow Group, Explorers Inc., a private consulting company from August 8, 2018 to present. Mr. Dow has been the CEO and Director of the Dow Group of Companies from 1988 to present, Mr. Dow has over 30 years’ experience in consulting to or in funding private and public corporations. He received his B.A. (Hons.) in Business Administration in 1973 and his Master’s in Business Administration in 1975 from the University of Western Ontario, and has been a Fellow of the Canadian Securities Institute since 1979.

G. Michael Newman

Position at Issuer: Director
Municipality of Residence: Toronto, ON
Email Address:
Principal Occupation for the Last Five Years: Independent Consultant to a number of different companies in various industries.
About:
G. Michael Newman – Age 74, Director

Mr. Newman Has served as an independent director on the Board of Directors of 18 TSX.V, CSE or TSX listed companies since 1995, and on the Board of Advisors of two private equity funds. He serves on the Independent Review Committee of two TSX listed Mutual Fund Trusts and is the President of KE Real Estate Holdings Inc., a private real estate company that owns rental properties in the GTA. He will devote his time to the Company on an as needed basis.

He was the Founder and CEO and President of InterRent REIT from 1997 until his retirement in 2009 and since then has been an independent consultant to a number of different companies in various industries.

Mr. Newman has been a director of the Issuer since incorporation.

He is also a published author.

Kristine Dorward

Position at Issuer: Director
Municipality of Residence: Laval, QC
Email Address:
Principal Occupation for the Last Five Years: Independent Consultant in the biotechnology / pharmaceutical industry
About:
Kristine Dorward – Age 49, Director

Ms. Dorward has more than 20 years in the pharmaceutical and biotech industry, involving senior leadership positions in licensing, acquisitions, marketing and business development encompassing global markets. Ms. Dorward has completed numerous due diligence evaluations as part of pipeline planning and acquisitions to drive corporate growth and is a member of the Institute of Corporate Directors (ICD) and the National Association of Certified Valuators & Analysts (NACVA). Ms. Dorward has previously been a director of a publically listed company on the TSX.

Ms. Dorward has been an Independent Consultant in the biotechnology/pharmaceutical industry from March 2021 to present. Prior to that, she was a Senior Director at Liminal BioSciences Inc., from 2014 to 2021

She has been a Director of Issuer from incorporation to present. She will devote her time to the Company on an as needed basis.

Patricia Purdy

Position at Issuer: Corporate Secretary and Director
Municipality of Residence: Campbell River, BC
Email Address:
Principal Occupation for the Last Five Years: Self-employed Paralegal and Corporate Consultant
About:
Patricia Purdy – Age 75, Corporate Secretary and Director

Ms. Purdy is a senior paralegal with over 30 years of experience in the areas of corporate and securities law with experience as an officer and director of companies listed on the TSXV, TSX and CSE.

Ms. Purdy has worked as an independent corporate and securities paralegal consultant since 2009, and has been a director and officer of the Issuer since incorporation. She will devote her time to the Company on an as needed basis.

Edwin A. Beaman

Position at Issuer: Director
Municipality of Residence: Calgary, AB
Email Address:
Principal Occupation for the Last Five Years: Independent Professional Petroleum Engineer
About:
Edwin A. Beaman, P. Eng. – Age 69, Director

Mr. Beaman, PEng will serve as an independent director. He is expected to devote his time on an as needed basis, and does not have any compensation arrangement with the Issuer. Mr. Beaman has not entered into a non-competition or non-disclosure agreement with the Issuer.

Mr. Beaman was a professional petroleum engineer, but retired in 2016. Immediately prior to retirement, he was Vice President Operations at Serinus Energy Inc a company which is in the international exploration and production of oil and gas. Mr. Beaman has more than 40 years of experience in oil and gas operations, engineering and exploration and development projects, evaluating projects in Canada, the United States, and 11 foreign countries. Mr. Beaman graduated with a Bachelor of Science in Engineering (Geological) from the University of Manitoba in 1974, was a Professional Engineer member of the APEGGA from 1977 to 2020.

Douglas Wallis

Position at Issuer: Chief Financial Officer
Municipality of Residence: Vancouver, BC
Email Address:
Principal Occupation for the Last Five Years: Independent Accountant
About:
Douglas Wallis, CPA, CA – Age 72, Chief Financial Officer

Mr. Wallis has over 40 years of experience auditing and financial management of emerging growth companies. He has been a self-employed Chartered Professional Accountant from July, 2014 to present; and CFO of the Issuer from incorporation to present and devotes his time to the Company on an as needed basis.

News & Updates

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