North American Performance Resources Corp.
British Columbia
Overview
The issuer is engaged in the acquisition, exploration and development of mineral properties in Canada and currently has a portfolio of one material property – the South Timmins Property. Its current focus is to conduct the proposed exploration program on the South Timmins Property. In addition, the issuer will continue to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential.
Crowdfunded Activities
Here's how North American Performance Resources Corp. 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 |
North American Performance Resources Corp.
- Company Website: N/A
- Head Office Address: #520-999 West Hastings Street, Mailbox 55, Vancouver, BC V6C 2W2
- Company Phone No: +1 (604) 428-9480
- Company Email Address: mtiernan@cronincapital.ca
The issuer is engaged in the acquisition, exploration and development of mineral properties in Canada and currently has a portfolio of one material property – the South Timmins Property. Its current focus is to conduct the proposed exploration program on the South Timmins Property. In addition, the issuer will continue to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential.
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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: North American Performance Resources Corp.
Head office address: #520-999 West Hastings Street, Mailbox 55, Vancouver, BC V6C 2W2
Telephone: +1 (604) 428-9480
Email address: mtiernan@cronincapital.ca
Website URL: N/A
Company Contact Person
Full legal name: Morgan James Tiernan
Position held with the issuer: CFO and Director
Business address: #520-999 West Hastings Street, Mailbox 55, Vancouver, BC V6C 2W2
Business telephone: +1 (604) 428-9480
Business email address: mtiernan@cronincapital.ca
Issuer's Business
The issuer is engaged in the acquisition, exploration and development of mineral properties in Canada and currently has a portfolio of one material property – the South Timmins Property. Its current focus is to conduct the proposed exploration program on the South Timmins Property. In addition, the issuer will continue to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential.
Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?
The issuer will explore and develop mineral properties in Canada.
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’s main operational focus is to develop the South Timmins Property and prove a commercial mineral resource. The Property is located approximately 42 km south of the city of Timmins, 170 km north of Sudbury and 45 km west of the community of Matachewan. The Property is centered at UTM 477615E 5318800 N (NAD 83 zone17N). The South Timmins Property lies within the southwestern Abitibi Greenstone Belt in eastern Ontario in an area with a prolific mining history and host to world class deposits. The property is easily accessible via the existing road network and close to several major centres capable supporting exploration and development operations.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
A geophysical survey has been completed on the property, and technical data is currently being compiled. Within the next 2 years, the issuer plans to complete mapping and prospecting of the Property, soil surveying, trenching, an IP survey, and begin a drilling program currently slated to commence in Q1 2023. Results of the drill program will determine the issuer’s course of action at that juncture.
What are the major hurdles that the issuer expects to face in achieving its milestones?
The mineral exploration business is considered risky, and most exploration projects will not result in producing mines. The Company may offer an opportunity to other mining companies to acquire an interest in a property in return for funding all or part of the exploration and development of a particular property. For the funding of property acquisitions and exploration that the company conducts, the Company depends on the issuance of shares from the treasury to investors. These stock issuances depend on a number of factors including a positive mineral exploration environment, positive stock market conditions, a company’s track record and the experience of management.
Additionally, exploration on the Property to date has been impeded by the lack of outcrop exposure and systematic testing of a consolidated land package at a property-scale.
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’s business objectives in using the available funds are to: (1) Complete the Listing (anticipated completion date: on or before January 31, 2023); and (2) Conduct the Phase I exploration program of the South Timmins Property.
The Phase one exploration program should focus on delineating the most prospective targets through detailed interpretation of the geophysics and geospatial data. These targets should be ground-truthed with detailed mapping, sampling and trenching, where applicable. Additional prospecting, geochemical and beep-mat surveys may also help denote additional targets as well as overburden thickness.
Has the issuer entered any contracts that are important to its business?
No
Has the issuer conducted any operations yet?
No
Where does the issuer see its business in 3, 5, and 10 years?
The Company aims to have proven an economic mineral resource at the South Timmins Property, as well as maintain a portfolio of several other early-stage mineral assets at varying stages of development. In 10 years, the Company ideally has finished exploring a list of mineral assets and reinvests capital from sold interests in projects into new undeveloped mineral projects in Canada.
What are the issuer's future plans and hopes for its business and how does it plan to get there?
The issuer’s immediate plans are to develop the South Timmins property through a pre-determined exploration program that includes land surveys and a drilling program on the Property.
What is the issuer's management experience in running a business or in the same industry?
Management has extensive experience in resource development as well as an established network of technical specialists that have designed and executed multiple exploration programs.
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?
One
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:
225,000 Common Shares without par value.
Management
Full legal name: Morgan James Tiernan
Municipality of residence: Vancouver, BC
Position at issuer: CFO and Director
Principal occupation for the last five years: Findex - Senior Accountant June 2015 to August 2017, LifeWorks - Manager November 2017 to October 2020, Cronin Capital, Controller – November 2020 to present, Allied Copper Corp – Chief Financial Officer July 2021 to present
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Tiernan has 8 years of financial reporting and tax advisory experience. He worked in public practice in tax advisory at Findex for a number of years before moving to Lifeworks where he managed a team of financial analysts and gained exposure to the financial reporting for Canadian pension and benefit plans. He is currently part of the Cronin Group, a natural resource-focused merchant bank based in Vancouver, BC.
Number and type of securities of the issuer owned: 75,000 Common Shares
Date securities were acquired and price paid for the securities: 75,000 @ $0.02 October 15, 2021
Percentage of the issuer's securities held as of the date of this offering document: 33.33%
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: Rory Kutluoglu
Municipality of residence: Smithers, BC
Position at issuer: Director
Principal occupation for the last five years: VP Technical Services of Cronin Capital - Jul 2018 to present, VP Exploration and Development of Kutcho Copper Corp - Jan 2017 to Feb 2021, VP Exploration of Gold Bull Resources Corp Jan 2017 to Aug 2020, VP Exploration Dolly Varden Silver - Aug 2016 to Jan 2017
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Kutluoglu is a Professional Geoscientist and Fellow of the Society of Economic Geologists with more than fifteen years of notable exploration experience in a wide variety of commodities across North America. Mr. Kutluoglu was Exploration Manager for Kaminak Gold Corporation from 2012 to 2015 and was part of the team that delivered the maiden resource, positive preliminary economic assessment and positive feasibility study for the Coffee Gold Project in the Yukon, which was subsequently acquired by Goldcorp Inc. (now Newmont Corporation) for $520 million.
Number and type of securities of the issuer owned: 75,000 Common Shares
Date securities were acquired and price paid for the securities: 75,000 @ $0.02 October 15, 2021
Percentage of the issuer's securities held as of the date of this offering document: 33.33%
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: Kurtis Burke
Municipality of residence: Vancouver, BC
Position at issuer: CEO and Director
Principal occupation for the last five years: Corporate Development – Cronin Capital 2020 - Present
Expertise, education, and experience that is relevant to the issuer's business:
Sales specialist with multi-year expertise in nurturing high net worth relationships.
Number and type of securities of the issuer owned: 75,000 Common Shares
Date securities were acquired and price paid for the securities: 75,000 @ $0.02 October 15, 2021
Percentage of the issuer's securities held as of the date of this offering document: 33.33%
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, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, 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: Special warrants
Voting rights: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.
Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the 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. 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 North American Performance 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:
$4,500
How the issuer raised those funds:
Issuance of common shares
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
2.4 of NI 45-106
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
General working capital
Description of intended use of funds listed in order or priority: Total amount ($) 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: Temas Resources Corp., Buscando Resources Corp., Calidus Resources Corp. and Eastern Alkali Resources Corp.
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: Temas successfully closed on February 27, 2020. Buscando successfully closed on October 15, 2020. Calidus successfully closed on May 30, 2021. Eastern successfully closed on September 22, 2021.
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 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 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.
We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.
If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.
The issuer is obligated to provide annual financial statements and an information circular to its security holders.
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 North American Performance Resources Corp. to buy these securities, or
b) to damages against North American Performance 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.
- Position at Issuer: CFO and Director
- Municipality of Residence: Vancouver, BC
- Email Address: mtiernan@cronincapital.ca
- Principal Occupation for the Last Five Years: Findex - Senior Accountant June 2015 to August 2017, LifeWorks - Manager November 2017 to October 2020, Cronin Capital, Controller – November 2020 to present, Allied Copper Corp – Chief Financial Officer July 2021 to present
About:
Mr. Tiernan has 8 years of financial reporting and tax advisory experience. He worked in public practice in tax advisory at Findex for a number of years before moving to Lifeworks where he managed a team of financial analysts and gained exposure to the financial reporting for Canadian pension and benefit plans. He is currently part of the Cronin Group, a natural resource-focused merchant bank based in Vancouver, BC.
- Position at Issuer: Director
- Municipality of Residence: Smithers, BC
- Email Address:
- Principal Occupation for the Last Five Years: VP Technical Services of Cronin Capital - Jul 2018 to present, VP Exploration and Development of Kutcho Copper Corp - Jan 2017 to Feb 2021, VP Exploration of Gold Bull Resources Corp Jan 2017 to Aug 2020, VP Exploration Dolly Varden Silver - Aug 2016 to Jan 2017
About:
Mr. Kutluoglu is a Professional Geoscientist and Fellow of the Society of Economic Geologists with more than fifteen years of notable exploration experience in a wide variety of commodities across North America. Mr. Kutluoglu was Exploration Manager for Kaminak Gold Corporation from 2012 to 2015 and was part of the team that delivered the maiden resource, positive preliminary economic assessment and positive feasibility study for the Coffee Gold Project in the Yukon, which was subsequently acquired by Goldcorp Inc. (now Newmont Corporation) for $520 million.
- Position at Issuer: CEO and Director
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Corporate Development – Cronin Capital 2020 - Present
About:
Sales specialist with multi-year expertise in nurturing high net worth relationships.
All Team Members & Relevant Parties
Morgan James Tiernan
Rory Kutluoglu
Kurtis Burke
News & Updates
North American Performance Resources Corp. doesn't have any updates yet. Stay tuned!
690% of Goal
Offering up to 30,000,000 Special warrants at $ 0.05
Minimum Investment: $100
Funding Closed
114 Investors
This project will only be financed if at least $5,000 is raised by Oct 18, 2022
Note: All funds are expressed in Canadian dollars.