Stearman Resources Inc. (Series A)
British Columbia
Overview
The Issuer is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada and the USA.
Crowdfunded Activities
Here's how Stearman Resources Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $9,200 | $46,000 |
| Portal Fees | $800 | $4,000 |
| TOTAL | $10,000 | $50,000 |
Stearman Resources Inc.
- Company Website: N/A
- Head Office Address: Suite 170- 422 Richards Street, Vancouver BC V6B 2Z4
- Company Phone No: 604-377-8994
- Company Email Address: steve.mathiesen@shaw.ca
The Issuer is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada and the USA.
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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: Stearman Resources Inc.
Head office address: Suite 170- 422 Richards Street, Vancouver BC V6B 2Z4
Telephone: 604-377-8994
Email address: hdmcap@shaw.ca
Website URL: N/A
Company Contact Person
Full legal name: Steve Mathiesen
Position held with the issuer: CFO, Corporate Secretary and Director
Business address: Suite 170- 422 Richards Street, Vancouver BC V6B 2Z4
Business telephone: 604-281-2240
Business email address: steve.mathiesen@shaw.ca
Issuer's Business
The Issuer is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada and the USA.
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?
The Issuer is a junior mineral exploration company, initially focused on exploration of the Miniac claims in Quebec.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
The Issuer has signed an Option Agreement for the Miniac Property in Quebec. The Issuer plans a $120,000 work program within one year of listing the company on a stock exchange.
What are the major hurdles that the issuer expects to face in achieving its milestones?
The Issuer must complete its planned financings and obtain a listing on a stock exchange.
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 will form part of the financings needed to achieve its goals.
Has the issuer entered any contracts that are important to its business?
The Issuer has signed the Option Agreement dated March 11, 2022 for the Miniac Property in Abitibi, Quebec
Has the issuer conducted any operations yet?
No
Where does the issuer see its business in 3, 5, and 10 years?
The Issuer plans are to be a growing public company in the mining sector.
What are the issuer's future plans and hopes for its business and how does it plan to get there?
The Issuer plans are to be a growing public company in the mining sector, expanding through acqusistions and development of larger mining properties.
What is the issuer's management experience in running a business or in the same industry?
The Issuer’s management has extensive experience in running mineral exploration companies and plan to add more experienced people as needed.
Does the issuer have business premises from which it can operate its business?
No, not needed for some time.
How many employees does the issuer have? How many does it need?
The Issuer has no employees at this time, just its 2 officers, and others will be added sometime in the future as needed.
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:
3,100,000 common shares, 265,000 special warrants, 200,000 compensation fee special warrants and 6,000,000 Special Unit Warrants
Management
Full legal name: Howard Milne
Municipality of residence: Vancouver, BC
Position at issuer: President, CEO and Director
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Howard D. Milne is a strategist in the area of sales and marketing and possesses experience in the development of private and public companies. Mr. Milne has held various corporate roles including CEO and Vice President, as has a background in investor relations acting for various listed companies. Mr. Milne played a role in the launch of Victory Ventures Inc., which became Edison Cobalt Corp. and is now Edison Lithium Corp, on the TSX Venture Exchange and was the Vice President of Business Development to September 2019. Mr. Milne was CEO and a director of Freeman Gold Corp., listed on the CSE, from October 2018 to May 2020. He is currently the CEO, President and a director of Baden Resources Inc., listed on the CSE, from January 2020 to present, and the CEO, President and a director of Hi-View Resources Inc., listed on the CSE, from June 2021 to present.
Number and type of securities of the issuer owned: 900,000 Common Shares
Date securities were acquired and price paid for the securities: 900,000 @$0.005 March 1, 2022
Percentage of the issuer's securities held as of the date of this offering document: 29.03% of Common Shares
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:
Mr. Milne was discharged from personal bankruptcy on January 19, 1998.
(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: Stephen Mathiesen
Municipality of residence: West Vancouver, BC
Position at issuer: CFO, Corporate Secretary and Director
Principal occupation for the last five years: Corporate Director
Expertise, education, and experience that is relevant to the issuer's business:
Steve Mathiesen was a corporate and securities lawyer for more than 30 years and is now a corporate director. Until 2011, he was a partner at the national law firm, McMillan LLP. He is currently on the board of or consultant to several private companies, Since January 2020, Mr Mathiesen is a director and the CFO of Baden Resources Inc. listed on the CSE, and since June 2021, a director and the CFO of Hi-View Resources Inc. listed on the CSE. He holds the ICD.D designation from the Institute of Corporate Directors and is a nonpracticing member of the Law Society of B.C
Number and type of securities of the issuer owned: 900,000 Common Shares and 1,200,000 Special Unit Warrants
Date securities were acquired and price paid for the securities: 900,000 Common Shares @ $0.005 March 1, 2022 and 1,200,000Special Unit Warrants @ $0.05 May 4, 2022
Percentage of the issuer's securities held as of the date of this offering document: 29.03% of Common Shares and 20.0% of Special Unit Warrants
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: James Place
Municipality of residence: Oliver, BC
Position at issuer: Director
Principal occupation for the last five years: Geologist
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Place is a professional geoscientist (registered in B.C.) with more than 30 years of experience in the aggregate, heavy construction, and engineering fields. He has worked on all phases of mineral projects from exploration and permitting through to testing, development, marketing, production and reclamation; primarily in Western North America. Mr. Place has held positions with public companies (Belmont Resources Inc., Highbank Resources Ltd., and EdisonCobalt Corp.), government, engineering companies, and environmental consulting companies. Mr. Place received a Bachelor of Science degree in Physical Geography from the University of Victoria (B.C.) in 1983. Mr. Place has been a registered professional geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia since 1992, and is currently is a director of several Canadian public companies including Baden Resources Inc. since January 2020 and HiView Resources Inc. since June 2021.
Number and type of securities of the issuer owned: 200,000 Common Shares
Date securities were acquired and price paid for the securities: 200,000 @$0.005 March 31, 2022
Percentage of the issuer's securities held as of the date of this offering document: 6.45% of Common Shares
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: Emily Sewell
Municipality of residence: Vancouver, BC
Position at issuer: Director
Principal occupation for the last five years: Business woman
Expertise, education, and experience that is relevant to the issuer's business:
Emily Sewell is the VP, Finance and Development of a clothing design and manufacturing company, May 2021 to present. She was an associate at RBC Dominion Securities from August 2017 to May 2018 and then an associate at RBC Global Asset Management from May 2018 to May 2021. Ms. Sewell is the CFO and a director of Musk Metals Corp from August 2021 to present, and is a director of Hi-View Resources Inc. since September 2021. Ms. Sewell holds a Bachelor of Commerce from UBC’s Sauder School of Business with a major in finance.
Number and type of securities of the issuer owned: 200,000 Common Shares
Date securities were acquired and price paid for the securities: 200,000 @$0.005 March 31, 2022
Percentage of the issuer's securities held as of the date of this offering document: 6.45% of Common Shares
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)
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: Securities convertible into common shares
Voting rights: The Special Share Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Share 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 Share 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 Share 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 Share Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Company or (ii) 3 business days after 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 Share 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 $10,000 100,000 Maximum offering amount $50,000 500,000 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 Stearman Resources 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:
$320,800
How the issuer raised those funds:
From directors and 2 investors, from an equity crowdfunding round, and from a further round with friends and family and accredited investors
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Private Issuer Exemption, equity crowdfunding exemption and friiends and family and accredited investor exemptions
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
$5,000 paid as initial option payment for Miniac option and small administrative costs. Balance of funds still on hand.
Description of intended use of funds listed in order or priority: Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $9,200 $46,000 Portal Fees $800 $4,000 TOTAL $10,000 $50,000 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: Stearman Resources Inc.
The name of the funding portal: Vested Technology Corp. (“Vested”) (“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 on April 8, 2022
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) 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.
(b) 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.
(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 Share Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:
(a) The Issuer was only recently incorporated, has not commenced commercial operations, and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends in the near future.
(b) Investment in the Special Share 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 Share Warrants will have no economic value. The Special Share Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Share Warrants.
(e) If the Special Share 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 Share 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 Share 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.
Required by the BC Business Corporations Act
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 Stearman Resources Inc. to buy these securities, or
b) to damages against Stearman Resources 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.
- Position at Issuer: President, CEO and Director
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Businessman
About:
Howard D. Milne is a strategist in the area of sales and marketing and possesses experience in the development of private and public companies. Mr. Milne has held various corporate roles including CEO and Vice President, as has a background in investor relations acting for various listed companies. Mr. Milne played a role in the launch of Victory Ventures Inc., which became Edison Cobalt Corp. and is now Edison Lithium Corp, on the TSX Venture Exchange and was the Vice President of Business Development to September 2019. Mr. Milne was CEO and a director of Freeman Gold Corp., listed on the CSE, from October 2018 to May 2020. He is currently the CEO, President and a director of Baden Resources Inc., listed on the CSE, from January 2020 to present, and the CEO, President and a director of Hi-View Resources Inc., listed on the CSE, from June 2021 to present.
- Position at Issuer: CFO, Corporate Secretary and Director
- Municipality of Residence: West Vancouver, BC
- Email Address: steve.mathiesen@shaw.ca
- Principal Occupation for the Last Five Years: Corporate Director
About:
Steve Mathiesen was a corporate and securities lawyer for more than 30 years and is now a corporate director. Until 2011, he was a partner at the national law firm, McMillan LLP. He is currently on the board of or consultant to several private companies, Since January 2020, Mr Mathiesen is a director and the CFO of Baden Resources Inc. listed on the CSE, and since June 2021, a director and the CFO of Hi-View Resources Inc. listed on the CSE. He holds the ICD.D designation from the Institute of Corporate Directors and is a nonpracticing member of the Law Society of B.C
- Position at Issuer: Director
- Municipality of Residence: Oliver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Geologist
About:
Mr. Place is a professional geoscientist (registered in B.C.) with more than 30 years of experience in the aggregate, heavy construction, and engineering fields. He has worked on all phases of mineral projects from exploration and permitting through to testing, development, marketing, production and reclamation; primarily in Western North America. Mr. Place has held positions with public companies (Belmont Resources Inc., Highbank Resources Ltd., and EdisonCobalt Corp.), government, engineering companies, and environmental consulting companies. Mr. Place received a Bachelor of Science degree in Physical Geography from the University of Victoria (B.C.) in 1983. Mr. Place has been a registered professional geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia since 1992, and is currently is a director of several Canadian public companies including Baden Resources Inc. since January 2020 and HiView Resources Inc. since June 2021.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Business woman
About:
Emily Sewell is the VP, Finance and Development of a clothing design and manufacturing company, May 2021 to present. She was an associate at RBC Dominion Securities from August 2017 to May 2018 and then an associate at RBC Global Asset Management from May 2018 to May 2021. Ms. Sewell is the CFO and a director of Musk Metals Corp from August 2021 to present, and is a director of Hi-View Resources Inc. since September 2021. Ms. Sewell holds a Bachelor of Commerce from UBC’s Sauder School of Business with a major in finance.
All Team Members & Relevant Parties
Howard Milne
Stephen Mathiesen
James Place
Emily Sewell
492% of Goal
Offering up to 500,000 Securities convertible into common shares at $ 0.10
Minimum Investment: $100
Funding Closed
129 Investors
This project will only be financed if at least $10,000 is raised by May 20, 2022
Note: All funds are expressed in Canadian dollars.