Eagle Bay Resources Corp. Equity Crowdfunding

Overview

The principal business carried on and intended to be carried on by the Company is the exploration of mineral resources. The Company’s focus is on rare earth elements and rare earth metals, such as niobium, on its principal exploration property, being the Cap Property, located approximately 85 kilometers northeast of Prince George, British Columbia. The Cap Property, which is 100% owned by the Company, consists of 21 mineral tenures totaling 12,257 hectares.

Crowdfunded Activities

Here's how Eagle Bay Resources Corp. is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$6,900	$1,380,000
Portal Fees	$600	$120,000
TOTAL	$7,500	$1,500,000

Eagle Bay Resources Corp.

Company Website: www.eaglebayresources.com
Head Office Address: #1450-789 West Pender Street, Vancouver, BC V6C 1H2
Company Phone No: 604-681-1568
Company Email Address: smynott@eaglebayresources.com

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: Eagle Bay Resources Corp.

Head office address: #1450-789 West Pender Street, Vancouver, BC V6C 1H2

Telephone: 604-681-1568

Email address: smynott@eaglebayresources.com

Website URL: www.eaglebayresources.com

Company Contact Person

Full legal name: Steve Mynott

Position held with the issuer: President, CEO and Director

Business address: #1450-789 West Pender Street, Vancouver, BC V6C 1H2

Business telephone: 604-910-2607

Business email address: smynott@eaglebayresources.com

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?

The principal business carried on and intended to be carried on by the Company is the acquisition, exploration and development of mineral exploration properties.

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 principal business carried on and intended to be carried on by the Company is the exploration of mineral resources on its principal exploration property, being the Cap Property, located approximately 85 kilometres north-east of Prince George, British Columbia. The Cap Property, which is 100% owned by the Company, consists of 21 mineral tenures totaling 12,257 hectares. The Company intends to undertake a multi-phase exploration program on the Cap Property, upon completion of a technical report (the “Technical Report”) in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

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

The Company has acquired the Cap Property, undertaken initial exploration work thereon, and commissioned the preparation of the Technical Report.

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

There are many risks associated with mineral exploration including, but not limited to:

· risks inherent in the mineral exploration and mining business;

· the substantial capital requirements of the Company and ability to maintain adequate capital resources to carry out its business activities;

· the risk that the Company is unable to list its Shares on a stock exchange;

· regulatory and environmental risks;

· regulatory, permit and license requirements;

· results of exploration activities and development of mineral properties;

· industry competition;

· operating hazards and limitations on insurance risk;

· fluctuations in commodity prices and marketability of minerals;

· governmental regulation of the mineral resource industry, including environmental regulation;

· the Company’s title and interest to its mineral properties may be subject to challenge;

· stock market volatility and capital market valuation;

· funds may not be available to the Company on terms acceptable to the Company or at all;

· financing risks and dilution to shareholders resulting from future financing activities;

· reliance on management and dependence on key personnel;

· conflicts of interest;

· general market and industry conditions; and

· the COVID-19 pandemic and its short-term and long-term effects on the global economy.

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 Company intends on expending existing working capital and net proceeds raised from the sale of its common shares to pay the balance of the estimated costs of the audited financial statements, legal costs and the listing of its common shares on a recognized Canadian securities exchange, to carry out anticipated explorations on its Cap Property, to pay for administrative costs for the next twelve months and for general working capital purposes.

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

The Company has entered into a Management Services Agreement with Zimtu Capital Corp. (“Zimtu”) whereby Zimtu will provide certain management, administrative and other services to the Company. In addition, the Company has entered into a marketing agreement with Zimtu, whereby Zimtu will assist the company in preparing and undertaking certain marketing and promotional activities.

Has the issuer conducted any operations yet?

The Company is an early-stage company and the Cap Property is an exploration stage property. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of the Cap Property requires significant additional expenditures before any cash flow may be generated. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business.

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

The Company intends to further explore and develop the Cap Property by undertaking drilling and other exploration activities with a view to advancing the property to a stage where a feasibility study can be prepared.

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

The Company’s future plans include, but are not limited to, further exploring and developing the Cap Property and, if the results merit, undertake a feasibility study on the property with a view to advancing the project to production. In order to achieve its objectives, the Company will need to undertake and achieve, among other things, extensive financing and capital raising activities, and extensive exploration and development on the property, including, but not limited to, numerous drill work programs.

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

The Company’s management and board of directors have, on a combined basis, over 100 years of experience in the junior mineral exploration sector.

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?

The Company does not have any employees. All services are provided by management or pursuant to a management agreement with Zimtu.

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 Company’s certificate of incorporation, notice of articles and articles may be obtained from the records office of the Company.

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:

As at the date hereof, the Company has 48,383,932 common shares issued and outstanding.

Management

Full legal name: Jody Dahrouge

Municipality of residence: Stony Plain, AB

Position at issuer: Director

Principal occupation for the last five years: President of Dahrouge Geological

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

Mr. Dahrouge is a professional geologist and founder of Dahrouge Geological Consulting Ltd. with over 25 years of extensive international experience. He has worked in numerous locations on a wide variety of commodities and deposit styles from early stage exploration through advanced development.

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: Nil

(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:

Full legal name: Zimtu Capital Corp.

Municipality of residence:

Position at issuer: Control Person

Principal occupation for the last five years: Public Company

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

Public company with proven track record of taking private companies public

Number and type of securities of the issuer owned: 20,500,000 common shares

Date securities were acquired and price paid for the securities: 2,000,000 shares acquired November 5, 2019 @ $0.025 8,500,000 shares acquired March 24, 2021 @ $0.025 10,000,000 shares acquired May 4, 2021 - $0.025

Percentage of the issuer's securities held as of the date of this offering document: 42.4%

(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: Steve Mynott

Municipality of residence: Vancouver, BC

Position at issuer: Director

Principal occupation for the last five years: Businessman

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

Steve has over 15 years of experience in mining, finance, exploration and development. He brings a strong network of global investors spanning from Europe, North America and Japan. Over his career, he has raised considerable funds for the growth of both private and public companies.

Number and type of securities of the issuer owned: 1,000,000 common shares

Date securities were acquired and price paid for the securities: 1,000,000 shares acquired May 4, 2021 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: 2.1%

(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: Jody Bellefleur

Municipality of residence: Surrey, BC

Position at issuer: Director

Principal occupation for the last five years: CFO

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

Jody Bellefleur is a CPA, CGA with over 20 years of experience as a corporate consultant. Ms. Bellefleur provides management, accounting and financial services to public companies across a variety of industries.

Ms. Bellefleur is responsible for all aspects of regulatory financial reporting.

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 acquired May 4, 2021 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: 1.0%

(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: David Hodge

Municipality of residence: Vancouver, BC

Position at issuer: Director

Principal occupation for the last five years: Businessman

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

David Hodge has an extensive background in business that includes 25 years of experience in the management and financing of publicly traded companies.

Number and type of securities of the issuer owned: 2,400,000 common shares

Date securities were acquired and price paid for the securities: 400,000 shares acquired April 15, 2019 @ $0.025 2,000,000 shares acquired May 4, 2021 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: 5%

(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: Darren Smith

Municipality of residence: Edmonton, AB

Position at issuer: Director

Principal occupation for the last five years: Geologist

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

Darren Smith is a professional geologist and a senior geologist/manager with Dahrouge Geological Consulting Ltd. He has over fifteen years’ experience in the mineral exploration industry.

Number and type of securities of the issuer owned: 400,000 common shares

Date securities were acquired and price paid for the securities: 400,000 shares acquired May 4, 2021 @ $0.025

Percentage of the issuer's securities held as of the date of this offering document: 0.8%

(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:

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, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, Yukon

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: Units - comprised of one common share and one share purchase warrant

The eligible securities offered provide the following rights:

Voting rights: The Units offering pursuant to the Offering are comprised of one common share and one share purchase warrant. Each common share 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.

Dividends: Dividends may be paid on common shares from available net income if and when declared by the directors of the Company.

Rights on dissolution: All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Company.

Conversion rights (describe what each security is convertible into): Each Unit will be comprised of one common share (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share (each, a “Warrant Share”) at any time prior 5:00 p.m. (Vancouver time) at any time prior to twelve (12) months following the date of issuance (the “Time of Expiry”) a price of: $0.10 in the first 6 months and $0.15 in the last 6 months per Warrant Share. No resale available until converted to public company shares.

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	$7,500	1000,000
Maximum offering amount	$1,500,000	20,000,000
Price per eligible security	$0.075

Minimum investment amount per purchaser: $150

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Eagle Bay Resources Corp. that are raised using other prospectus exemptions.

Use of Funds

Information about any funds previously raised by the issuer:

The amount of funds previously raised:

On May 4, 2021, the Company issued 18,999,998 common shares at a price of $.025 per Common Share for gross proceeds of $475,000. On December 13, 2021, the Company issued 6,083,933 common shares at a price of $0.075 per share for gross proceeds of $456,295.

How the issuer raised those funds:

The Company raised funds pursuant to private placement offerings of securities.

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

For the Company’s issuance of securities on May 4, the Company relied upon the private issuer exemption provided under section 2.4 of National Instrument 45-106 – Prospectus Exemptions (“NI45-106”)

For the Company’s issuance of securities dated December 13, 2021, the Company relied on the accredited investor exemption provided under section 2.3 of NI 45-106.

How the issuer used those funds:

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	$6,900	$1,380,000
Portal Fees	$600	$120,000
TOTAL	$7,500	$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: 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, the Company 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 $7,500. 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 the Company 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 a further $0.30 per each Investor Subscription plus $200 for preparing 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 Company. The Processing Fees are subject to change without notice.

(d) Compensation Fee Units: The Company shall issue to Vested, at Offering Close, 200,000 Compensation Units (the "Compensation Units"). Each Unit will be comprised of one common share (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share (each, a “Warrant Share”) at any time prior to 5:00 p.m. (Vancouver time) at any time prior to twelve (12) months following the date of issuance (the “Time of Expiry”) a price of: $0.10 in the first 6 months and $0.15 in the last 6 months per Warrant Share. The Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”).

(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 Units is highly speculative given the proposed nature of the Company’s business and its present stage of development. The following are risk factors associated with the Company, 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 Company does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company 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 Company’s securities may be sold. There can be no assurance that the Company will be successful in filing a prospectus, in which case the Units will have no economic value. The Units, warrants and common shares are subject to an indefinite hold period and the purchasers may have no ability to sell their Units, warrants or 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 Company has only recently commenced operations and has no history of operating earnings.

(e) Cap Property Project Risks – No assurances can be given that minerals will be insufficient quantities to justify commercial operations or mineral deposits that, though present, are sufficient in quantity and quality to return a profit from production.

(f) COVID-19 Pandemic - The Company’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 rare earth element and metals fluctuate on a daily basis, have historically been subject to wide fluctuations and are affected by numerous factors beyond the control of the Company. Currency fluctuations may affect the cash flow which the Company may realize from its operations.

(i) Dependence on Management - The success of the Company is currently largely dependent on the performance of its directors and officers. The directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company 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 Company.

(k) Tax Issues - Income tax consequences in relation to the Units 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) 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 rare earth elements and commodities, affecting prices for such rare earth elements or commodities 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 Units is only suitable for those investors who are willing to rely solely on the management of the Company and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Units.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

Reporting Obligations

Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:

The Company 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 Company 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 Company’s financial year end. Also the Company is required to hold an annual general meeting of shareholders each calendar year and within 15 months of its previous annual general meeting. The Company 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 Eagle Bay Resources Corp. to buy these securities, or

b) to damages against Eagle Bay Resources Corp. and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.

All Team Members & Relevant Parties

Jody Dahrouge

Position at Issuer: Director
Municipality of Residence: Stony Plain, AB
Email Address:
Principal Occupation for the Last Five Years: President of Dahrouge Geological
About:
Mr. Dahrouge is a professional geologist and founder of Dahrouge Geological Consulting Ltd. with over 25 years of extensive international experience. He has worked in numerous locations on a wide variety of commodities and deposit styles from early stage exploration through advanced development.

Zimtu Capital Corp.

Position at Issuer: Control Person
Municipality of Residence:
Email Address:
Principal Occupation for the Last Five Years: Public Company
About:
Public company with proven track record of taking private companies public

Steve Mynott

Position at Issuer: Director
Municipality of Residence: Vancouver, BC
Email Address: smynott@eaglebayresources.com
Principal Occupation for the Last Five Years: Businessman
About:
Steve has over 15 years of experience in mining, finance, exploration and development. He brings a strong network of global investors spanning from Europe, North America and Japan. Over his career, he has raised considerable funds for the growth of both private and public companies.

Jody Bellefleur

Position at Issuer: Director
Municipality of Residence: Surrey, BC
Email Address:
Principal Occupation for the Last Five Years: CFO
About:
Jody Bellefleur is a CPA, CGA with over 20 years of experience as a corporate consultant. Ms. Bellefleur provides management, accounting and financial services to public companies across a variety of industries.

Ms. Bellefleur is responsible for all aspects of regulatory financial reporting.

David Hodge

Position at Issuer: Director
Municipality of Residence: Vancouver, BC
Email Address:
Principal Occupation for the Last Five Years: Businessman
About:
David Hodge has an extensive background in business that includes 25 years of experience in the management and financing of publicly traded companies.

Darren Smith

Position at Issuer: Director
Municipality of Residence: Edmonton, AB
Email Address:
Principal Occupation for the Last Five Years: Geologist
About:
Darren Smith is a professional geologist and a senior geologist/manager with Dahrouge Geological Consulting Ltd. He has over fifteen years’ experience in the mineral exploration industry.

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New Listing Eagle Bay Resources Corp EBR

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