Rare Earth Ridge Resources Corp. Equity Crowdfunding

Overview

The principal business of the Company is to acquire, explore, and develop rare earth mineral properties and ultimately seek earnings by exploiting mineral claims. The Company is currently focused on its Mount Hart rare earth mineral project located 90 km north east of Dease Lake, British Columbia.

Crowdfunded Activities

Here's how Rare Earth Ridge Resources Corp. is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$4,600	$230,250
Portal Fees	$400	$19,750
TOTAL	$5,000	$250,000

Rare Earth Ridge Resources Corp.

Company Website: www.rareearthridgeresources.com
Head Office Address: 2976 Thacker Avenue, Coquitlam, BC V3C 4N7
Company Phone No: 778-232-1878
Company Email Address: barry@rareearthridge.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: Rare Earth Ridge Resources Corp.

Head office address: 2976 Thacker Avenue, Coquitlam, BC V3C 4N7

Telephone: 778-232-1878

Email address: barry@rareearthridge.com

Website URL: www.rareearthridgeresources.com

Company Contact Person

Full legal name: Barry Miller

Position held with the issuer: Director, President and Corporate Secretary

Business address: 2976 Thacker Avenue, Coquitlam, BC V3C 4N7

Business telephone: 778-232-1878

Business email address: barry@rareearthridge.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?

N/A

What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?

Mineral exploration for rare earth elements.

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

The Company is working on evaluating samples taken from its site visit and will plan the next stage of exploration on its primary Mount Hart property over the next 9 months.

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

Raising capital and market condition.

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

Complete the current and next stage exploration programs on the Mount Hart property, and to list the Company’s shares on the Canadian Securities Exchange.

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

Not at this time.

Has the issuer conducted any operations yet?

There were two site visits on the Mount Hart property in August 2022 and September 2022.

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

To develop the Mount Hart property into producing economic Rare Earth concentrates.

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

The Company plans to list its shares on the Canadian Securities Exchange within the next 12 months.

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

The Company’s management team and directors are all experienced in exploration and development of junior mining properties.

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?

There are currently 5 consultants working for the Company.

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:

There are currently 18,200,000 shares issued and outstanding.

Management

Full legal name: Barry Miller

Municipality of residence: Coquitlam, BC

Position at issuer: President and Corporate Secretary

Principal occupation for the last five years: Businessman and consultant for a number of companies in the junior mining industry.

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

Entrepreneur and strategist with a deep understanding of public markets gained over a 30 year career that has included participation as a broker, consultant, and financier.

Number and type of securities of the issuer owned: 6,500,000 Common Shares

Date securities were acquired and price paid for the securities: 4,000,000 @ $0.005 November 2022 and 2,500,000 @ $0.02 November 2022

Percentage of the issuer's securities held as of the date of this offering document: 35.7%

(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: C. Robert Ripplinger

Municipality of residence: Millville, UT

Position at issuer: Director

Principal occupation for the last five years: Business entrepreneur

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

Mr. Ripplinger graduated from Utah State University in 1974 with a degree in Manufacturing Engineering. Currently Managing Director of Scottish Royal Capital in North America; founded EconoReel (sold to Sonoco); founded SpoolTech (sold to Mossberg Industries).

Number and type of securities of the issuer owned: 6,500,000 Common Shares

Date securities were acquired and price paid for the securities: 6,500,000 @ $0.02 November 2022

Percentage of the issuer's securities held as of the date of this offering document: 35.7%

(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, 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

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 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	$250,000	5,000,000
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 Rare Earth Ridge 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:

$169,000

How the issuer raised those funds:

Non-brokered private placement.

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

Private Issuer Exemption.

How the issuer used those funds:

For exploration expenditures on the Mount Hart property and for general working capital.

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

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
General Working Capital	$4,600	$230,250
Portal Fees	$400	$19,750
TOTAL	$5,000	$250,000

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, 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.

(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) Exploration and Development – Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, market fluctuations, variability in mineral markets, availability of geological professionals and available equipment for the conduct of exploration, and changes in environmental, safety and government regulations impacting mineral exploration.

(b) Insufficient Capital and Financial Risks - The Issuer does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. The Issuer has no history of earnings and, due to the nature of its business, there can be no assurance that the Issuer will be profitable. The Issuer 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 Issuer’s securities may be sold. 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 purchasers may have no ability to sell their Special Warrants. If the Special Warrants are converted to 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 Issuer has only recently commenced operations and has no history of operating earnings.

(e) Mount Hart Project Risks – Mount Hart is a grassroots property and no assurances can be given that minerals will be in sufficient quantities to justify commercial operations or mineral deposits that, though present, are sufficient in quantity and quality to be economically viable for development, and ultimately, production. If the Issuer loses or abandons its interest in the Mount Hart project, there is no assurance that it will be able to acquire other mineral properties of merit.

(f) COVID-19 Pandemic - The Issuer’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 - Prices for precious and base metals fluctuate on a daily basis, have historically been subject to wide fluctuations and are affected by numerous factors beyond the control of the Issuer. Fluctuating mineral prices may impact demand for exploration and availability of capital for exploration of such minerals.

(i) Dependence on Management - The success of the Issuer is currently largely dependent on the performance of its directors and officers. 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. 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 Issuer.

(k) Tax Issues - Income tax consequences in relation to the Special Warrants 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) Price Volatility of Publicly Traded Securities - In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many corporations have experienced wide fluctuations in price, which have not necessarily been related to the operating performance, underlying asset values or prospects of such corporations. There can be no assurance that continual fluctuations in price will not occur.

(m) 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 commodities, affecting commodity prices 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 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.

Yes

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 Rare Earth Ridge Resources Corp. to buy these securities, or

b) to damages against Rare Earth Ridge 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

Barry Miller

Position at Issuer: President and Corporate Secretary
Municipality of Residence: Coquitlam, BC
Email Address: barry@rareearthridge.com
Principal Occupation for the Last Five Years: Businessman and consultant for a number of companies in the junior mining industry.
About:
Entrepreneur and strategist with a deep understanding of public markets gained over a 30 year career that has included participation as a broker, consultant, and financier.

C. Robert Ripplinger

Position at Issuer: Director
Municipality of Residence: Millville, UT
Email Address: N/A
Principal Occupation for the Last Five Years: Business entrepreneur
About:
Mr. Ripplinger graduated from Utah State University in 1974 with a degree in Manufacturing Engineering. Currently Managing Director of Scottish Royal Capital in North America; founded EconoReel (sold to Sonoco); founded SpoolTech (sold to Mossberg Industries).

News & Updates

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