Starlo Ventures Ltd. Equity Crowdfunding

Overview

The Issuer is engaged in the business of mineral exploration with a focus on precious

metals. The Issuer’s current objective is to explore and, if warranted, develop its Mount Richards Property, an exploration stage gold and silver property located 7.5km north of the town of Duncan, on the southern part of Vancouver Island, British Columbia. The Mount Richards Property consists of 19 contiguous registered mineral tenures...

Crowdfunded Activities

Here's how Starlo Ventures Ltd. is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$4,400	$54,970
Portal Fees	$600	$5,030
Total	$5,000	$60,000

Starlo Ventures Ltd.

Company Website: N/A
Head Office Address: Suite 1400, 400 Burrard Street, Vancouver, BC. V6C 3A6
Company Phone No: 604-628-1110
Company Email Address: pdewitt@coreconnectionsltd.com

The Issuer is engaged in the business of mineral exploration with a focus on precious

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: Starlo Ventures Ltd.

Head office address: Suite 1400, 400 Burrard Street, Vancouver, BC. V6C 3A6

Telephone: 604-628-1110

Email address: pdewitt@coreconnectionsltd.com

Website URL: N/A

Company Contact Person

Full legal name: Patrick De Witt

Position held with the issuer: President

Business address: 1400, 400 Burrard Street, Vancouver, BC., V6C 3A6

Business telephone: 604-628-1110

Business email address: pdewitt@coreconnectionsltd.com

Issuer's Business

The Issuer is engaged in the business of mineral exploration with a focus on precious

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 Issuer 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 Issuer is the acquisition, exploration and development of mineral exploration properties.

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

The Issuer has acquired the Mount Richards Property, undertaken initial exploration thereon, and commissioned the preparation of a Technical Report in accordance with National Instrument 43 101 – Standards of Disclosure for Mineral Projects.

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 mining business;

· The substantial capital requirement of the Issuer and ability to maintain adequate capital resources to carry out its business activities;

· 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 resources industry, including environmental regulation;

· The Issuer’s title and interest to its mineral properties may be subject to challenge;

· Funds may not be available to the Issuer on terms acceptable to the Issuer 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 funds raised by the Issuer will assist the Issuer with further exploration and developing the Mount Richards Property by undertaking exploration activities with a view to advancing the Mount Richards Property.

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

The Issuer entered into a contract with C.J. Greig and Associates Ltd. to acquire the Mount Richards Property, undertake exploration activities, and to do the necessary work in order to complete a Technical Report.

Has the issuer conducted any operations yet?

The Issuer has acquired the Mount Richards Property, undertaken initial exploration thereon, and commissioned the preparation of the Technical Report.

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

The Issuer intends to further explore and develop the Mount Richards Property by undertaking exploration activities with a view to advancing the Mount Richards Property.

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

The Issuer intends to further explore and develop the Mount Richards Property by undertaking exploration activities with a view to advancing the Mount Richards Property.

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

The Issuer’s management and board of directors have, on a combined basis, over 50+ years of experience in the junior mining exploration business.

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 Issuer does not have any employees. All services are provided by directors and officers, or pursuant to a management agreement with Core Connections Ltd., a company controlled by the controlling shareholders of the Issuer.

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

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:

The Issuer currently has 13,160,000 common shares outstanding as of the date of this offering document.

Management

Full legal name: Patrick De Witt

Municipality of residence: Vancouver, BC, Canada

Position at issuer: President & Director

Principal occupation for the last five years: Businessman

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

Mr. De Witt is a co-founder of Core Connections Ltd. He was formerly a co-founder of DGW Capital Corp., an Exempt Market Dealer registered Canada. As the firm’s Ultimate Designated Person, he advised and assisted in the raise of significant capital for high-quality companies with a focus on natural resources. Prior to this he was a co-founder and President of UP Communications Ltd., an investor relations firm that worked with such clients as Peru Copper Inc., Bear Creek Mining Corp and Luna Gold Corp. Mr. De Witt was formerly an Officer and Director of Investor Relations and Governmental Affairs (Canada) for Peru Copper Inc. from May 2004 until 2007 when Peru Copper was sold to Chinalco for approximately $840 million. He has worked continuously in the securities business for the last 26 years which, in addition to the roles above, included over five years at BMO Investorline Inc. where he was part of a team responsible for providing trading and reorganization services to over 35,000 client accounts.

Number and type of securities of the issuer owned: 5,200,000 Common Shares

Date securities were acquired and price paid for the securities: 4,600,000 @ $0.025 April 4, 2022 and 600,000 @ $0.05 May 19, 2022

Percentage of the issuer's securities held as of the date of this offering document: 39.51%

(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: Chris de Groot

Municipality of residence: Vancouver, BC, Canada

Position at issuer: Control Person

Principal occupation for the last five years: Businessman

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

Mr. de Groot is a co-founder of Core Connections after working in the junior mining space for over 15 years. He has worked previously on the finance side of the mineral exploration business as a co-founder and Compliance Officer of DGW Capital and as a registered dealer at an IIROC broker dealer. Mr. de Groot also has experience with several high-profile junior mining companies on the investor relations and marketing side of the business. Mr. de Groot has leveraged this experience and these relationships to optimize strategy and brand messaging for companies such as JDL Gold, Lowell Copper and Solaris Resources in raising awareness for their value proposition.

Number and type of securities of the issuer owned: 5,200,000 Common Shares

Date securities were acquired and price paid for the securities: 4,600,000 @ $0.025 April 4, 2022 and 600,000 @ $0.05 May 19, 2022

Percentage of the issuer's securities held as of the date of this offering document: 39.51%

(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: Craig Rollins

Municipality of residence: Vancouver, BC, Canada

Position at issuer: Director

Principal occupation for the last five years: Lawyer

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

Mr. Rollins is a practicing corporate and securities lawyer experienced in complex corporate and commercial transactions, mergers and acquisitions, joint ventures, corporate governance, regulatory and stock exchange compliance, stock exchange listings and public offerings.

Mr. Rollins has been in-house counsel for several private and public companies and is currently General Counsel to Pathway Capital Ltd., a private venture capital company focused on the mining and natural resource sectors, Corporate Secretary for Level 14 Ventures Ltd., a mineral exploration company with properties in B.C. and Peru, and General Counsel to Sandbox Royalties Corp., a diversified metals royalty company. Mr. Rollins also brings with him experience from a preeminent Vancouver based law firm where he worked across a variety of sectors including, technology, entertainment and media, commercial real estate and natural resources.

Mr. Rollins holds his undergraduate and law degrees from the University of British Columbia and the University of Windsor, respectively, and remains is a practicing member of the Law Society of British Columbia.

Number and type of securities of the issuer owned: 200,000 Common Shares

Date securities were acquired and price paid for the securities: 100,000 @ $0.025 April 4, 2022 and100,000 @ $0.05 May 19, 2022

Percentage of the issuer's securities held as of the date of this offering document: 1.52%

(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: Christopher Cooper

Municipality of residence: Vancouver, BC, Canada

Position at issuer: Director

Principal occupation for the last five years: Businessman

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

Mr. Cooper has over 20 years of business experience in various aspects of corporate development, senior management, finance and operations, in both the private and public sectors. Mr. Cooper received a B.A. from Hofstra University and an M.B.A. from Dowling College, both in New York State. Mr. Cooper has over 17 years of experience in management and finance in the oil and gas industry and other business sectors and has experience raising funds through brokered and non-brokered equity issues, as well as debt financings for various companies in which he has been involved. His experience includes implementing growth strategies, financial reporting, quarterly and annual budgets and overseeing corporate administration, while achieving company objectives and maintaining internal cost controls. Mr. Cooper has been a director of several private and public companies over the last 20 years.

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

Date securities were acquired and price paid for the securities: 100,000 @ $0.05 May 19, 2022

Percentage of the issuer's securities held as of the date of this offering document: 0.76%

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

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

From February of 2004 until March of 2012, Mr. Cooper served as a director of Copacabana Capital Limited, a company traded on the TSXV, a financial services company incorporated under the laws of and managed in Bermuda. The BCSC issued an order on May 9, 2006 and the ASC issued an order on September 13, 2006 that Copacabana Capital Limited be cease traded due to failure to file certain financial information. Copacabana Capital Limited remains under the cease trade orders as at the date of this offering document.

Mr. Cooper is also the President and CEO of Reparo Energy Partners Corp., formerly Northern Sun Exploration Company Inc., a company traded on the TSXV. On December 23, 2008, trading in the common shares of this company was halted for failure to maintain a transfer agent, but trading of common shares on the TSXV resumed on December 23, 2008. The BCSC issued an order on March 11, 2009 and the ASC issued an order on March 6, 2009, that Reparo Energy Partners Corp. be cease traded due to failure to file certain financial information and it remains under the cease trade orders as at the date of this offering document. In August 2008, Reparo Energy Partners Corp. filed for protection under the Bankruptcy and Insolvency Act (British Columbia) and as at August 2009, the restructuring proposal had been fully performed.

Mr. Cooper was the President and CEO of Aroway Energy Inc., a company traded on the TSXV. A management cease trade order was issued by the BCSC on October 29, 2015 against Cooper and Aroway Energy Inc. for failing to file the company’s annual audited financial statements and related management’s discussion and analysis. A second cease trade order was issued by the BCSC on January 4, 2016 against Aroway Energy Inc. for failing to file its annual audited financial statements, interim financial report and related management’s discussion and analysis. Both cease trade orders remain in effect as at the date of this offering document.

Mr. Cooper was a director of StartMonday Technology Corp., a company traded on the CSE. A cease trade order was issued by the BCSC on May 1, 2019 against StartMonday Technology Corp., Mr. Cooper and another insider of StartMonday Technology Corp. for failing to file the company’s annual audited financial statements, interim financial report and related management’s discussion and analysis. StartMonday Technology Corp. was subsequently delisted while the management cease trade order remains in effect.

Full legal name: Christian Uria

Municipality of residence: Vancouver, BC, Canada

Position at issuer: Chief Financial Officer

Principal occupation for the last five years: Accountant

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

Mr. Uria currently works as an accountant for Pathway Capital Ltd. and is CFO of Level 14 Ventures. Mr. Uria previously worked at Atlas Corp. (NYSE) (formerly Seaspan Corporation) in a number of accounting roles and Taiga Building Products Ltd. (TSX) as an accounting specialist. Mr. Uria holds a Bachelor of Accountancy degree from British Columbia Institute of Technology.

Number and type of securities of the issuer owned: 60,000 Common Shares

Date securities were acquired and price paid for the securities: 40,000 @ $0.025 April 4, 2022 20,000 @ $0.05

Percentage of the issuer's securities held as of the date of this offering document: 0.46%

(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

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal):

90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document, if any:

N/A

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.

Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.

Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Issuer 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	$60,000	1,200,000
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 Starlo Ventures Ltd. 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:

$419,500

How the issuer raised those funds:

Private placement financings

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

Section 2.4 (Private Issuer) of National Instrument 45-106 Prospectus Exemptions

How the issuer used those funds:

General and administrative expenses, management fees and qualifying expenditures on the Mount Richards Property.

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

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
General Working Capital	$4,400	$54,970
Portal Fees	$600	$5,030
Total	$5,000	$60,000

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: Level 14 Ventures Ltd.

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

Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: Successfully completed on November 27, 2018

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.

(c) 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.

As a company formed under the Business Corporations Act (British Columbia) (the “Act”), unless relieved under section 200 of the Act from their obligation to do so, the directors of the Company must, on or before each annual reference date, produce and publish financial statements in respect of the latest completed financial year of the Company.

A British Columbia company must also, subject to subsections 182(2) to (5) of the Act, which allows shareholders to pass consent resolutions in lieu of and defer the holding of a company’s annual general meeting, hold an annual general meeting:

(a) for the first time, no more than 18 months after the date on which it was recognized; and

(b) after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year (s. 182(1)).

The holding of an annual general meeting sets the “annual reference date” for that annual reference period. The next day is the first day of the next annual reference period for the company.

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 Starlo Ventures Ltd. to buy these securities, or

b) to damages against Starlo Ventures Ltd. 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

Patrick De Witt

Position at Issuer: President & Director
Municipality of Residence: Vancouver, BC, Canada
Email Address: pdewitt@coreconnectionsltd.com
Principal Occupation for the Last Five Years: Businessman
About:
Mr. De Witt is a co-founder of Core Connections Ltd. He was formerly a co-founder of DGW Capital Corp., an Exempt Market Dealer registered Canada. As the firm’s Ultimate Designated Person, he advised and assisted in the raise of significant capital for high-quality companies with a focus on natural resources. Prior to this he was a co-founder and President of UP Communications Ltd., an investor relations firm that worked with such clients as Peru Copper Inc., Bear Creek Mining Corp and Luna Gold Corp. Mr. De Witt was formerly an Officer and Director of Investor Relations and Governmental Affairs (Canada) for Peru Copper Inc. from May 2004 until 2007 when Peru Copper was sold to Chinalco for approximately $840 million. He has worked continuously in the securities business for the last 26 years which, in addition to the roles above, included over five years at BMO Investorline Inc. where he was part of a team responsible for providing trading and reorganization services to over 35,000 client accounts.

Chris de Groot

Position at Issuer: Control Person
Municipality of Residence: Vancouver, BC, Canada
Email Address: N/A
Principal Occupation for the Last Five Years: Businessman
About:
Mr. de Groot is a co-founder of Core Connections after working in the junior mining space for over 15 years. He has worked previously on the finance side of the mineral exploration business as a co-founder and Compliance Officer of DGW Capital and as a registered dealer at an IIROC broker dealer. Mr. de Groot also has experience with several high-profile junior mining companies on the investor relations and marketing side of the business. Mr. de Groot has leveraged this experience and these relationships to optimize strategy and brand messaging for companies such as JDL Gold, Lowell Copper and Solaris Resources in raising awareness for their value proposition.

Craig Rollins

Position at Issuer: Director
Municipality of Residence: Vancouver, BC, Canada
Email Address: N/A
Principal Occupation for the Last Five Years: Lawyer
About:
Mr. Rollins is a practicing corporate and securities lawyer experienced in complex corporate and commercial transactions, mergers and acquisitions, joint ventures, corporate governance, regulatory and stock exchange compliance, stock exchange listings and public offerings.

Mr. Rollins has been in-house counsel for several private and public companies and is currently General Counsel to Pathway Capital Ltd., a private venture capital company focused on the mining and natural resource sectors, Corporate Secretary for Level 14 Ventures Ltd., a mineral exploration company with properties in B.C. and Peru, and General Counsel to Sandbox Royalties Corp., a diversified metals royalty company. Mr. Rollins also brings with him experience from a preeminent Vancouver based law firm where he worked across a variety of sectors including, technology, entertainment and media, commercial real estate and natural resources.

Mr. Rollins holds his undergraduate and law degrees from the University of British Columbia and the University of Windsor, respectively, and remains is a practicing member of the Law Society of British Columbia.

Christopher Cooper

Position at Issuer: Director
Municipality of Residence: Vancouver, BC, Canada
Email Address: N/A
Principal Occupation for the Last Five Years: Businessman
About:
Mr. Cooper has over 20 years of business experience in various aspects of corporate development, senior management, finance and operations, in both the private and public sectors. Mr. Cooper received a B.A. from Hofstra University and an M.B.A. from Dowling College, both in New York State. Mr. Cooper has over 17 years of experience in management and finance in the oil and gas industry and other business sectors and has experience raising funds through brokered and non-brokered equity issues, as well as debt financings for various companies in which he has been involved. His experience includes implementing growth strategies, financial reporting, quarterly and annual budgets and overseeing corporate administration, while achieving company objectives and maintaining internal cost controls. Mr. Cooper has been a director of several private and public companies over the last 20 years.

Christian Uria

Position at Issuer: Chief Financial Officer
Municipality of Residence: Vancouver, BC, Canada
Email Address: N/A
Principal Occupation for the Last Five Years: Accountant
About:
Mr. Uria currently works as an accountant for Pathway Capital Ltd. and is CFO of Level 14 Ventures. Mr. Uria previously worked at Atlas Corp. (NYSE) (formerly Seaspan Corporation) in a number of accounting roles and Taiga Building Products Ltd. (TSX) as an accounting specialist. Mr. Uria holds a Bachelor of Accountancy degree from British Columbia Institute of Technology.

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