Pluto Ventures Inc.
British Columbia / None
Overview
Pluto Ventures Inc. (the “Company”) is a mineral exploration company based in Vancouver, British Columbia.
Pluto Ventures has the right to earn a 100% interest in 15 mineral claims covering 1,434.22 hectares in British Columbia, known as the Dardanelle project, by spending $2,000,000 on the property, paying a total of $110,000 cash and issuing 400,000 shares to Decade Resources Ltd. before the fourth anniversary of the listing date.
The Dardanelle property is located 23 air kilometers east of Terrace, B.C., on the northern slopes of Copper (Zymoetz) River valley. All mineral claims of the project are situated in the Omineca Mining Division on NTS map sheets 103I/08 and 103I/09. The 15 mineral claims are 100% owned by Decade Resources Ltd.
Crowdfunded Activities
Here's how Pluto Ventures Inc 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 |
Pluto Ventures Inc
- Company Website: None
- Head Office Address: #2250-1055 West Hastings Street
- Company Phone No: 604-688-9588
- Company Email Address: Herrick.lau@barongroupintl.com
Pluto Ventures Inc. (the “Company”) is a mineral exploration company based in Vancouver, British Columbia.
Pluto Ventures has the right to earn a 100% interest in 15 mineral claims covering 1,434.22 hectares in British Columbia, known as the Dardanelle project, by spending $2,000,000 on the property, paying a total of $110,000 cash and issuing 400,000 shares to Decade Resources Ltd. before the fourth anniversary of the listing date.
The Dardanelle property is located 23 air kilometers east of Terrace, B.C., on the northern slopes of Copper (Zymoetz) River valley. All mineral claims of the project are situated in the Omineca Mining Division on NTS map sheets 103I/08 and 103I/09. The 15 mineral claims are 100% owned by Decade Resources Ltd.
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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: Pluto Ventures Inc
Head office address: #2250-1055 West Hastings Street
Telephone: 604-688-9588
Email address: Herrick.lau@barongroupintl.com
Website URL: None
Company Contact Person
Full legal name: Herrick Lau
Position held with the issuer: CFO, Corporate Secretary and Director
Business address: #2250-1055 West Hastings Street, Vancouver, BC, V6E2E9
Business telephone: 604-688-9588
Business email address: Herrick.lau@barongroupintl.com
Issuer's Business
Pluto Ventures Inc. (the “Company”) is a mineral exploration company based in Vancouver, British Columbia.
Pluto Ventures has the right to earn a 100% interest in 15 mineral claims covering 1,434.22 hectares in British Columbia, known as the Dardanelle project, by spending $2,000,000 on the property, paying a total of $110,000 cash and issuing 400,000 shares to Decade Resources Ltd. before the fourth anniversary of the listing date.
The Dardanelle property is located 23 air kilometers east of Terrace, B.C., on the northern slopes of Copper (Zymoetz) River valley. All mineral claims of the project are situated in the Omineca Mining Division on NTS map sheets 103I/08 and 103I/09. The 15 mineral claims are 100% owned by Decade Resources Ltd.
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?
Pluto Ventures Inc. is a junior mineral exploration company based in Vancouver, BC. The Company has an option for the Dardanelle gold project located near Terrace, BC. Other junior exploration companies mainly just focused on exploration while the Company’s management team collectively has a great track record in projects financings and discoveries and has experiences in mine permitting, development, and construction. In addition, the Company’s management team excels in the three most important aspects of operating a junior exploration company which are technical, finance, and corporate governance.
What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?
Pluto Ventures Inc. plans to continue exploring the Dardanelle gold project located near Terrace, B.C., Canada. In 2022 and early 2023, Pluto carried out a couple of exploration programs including a ground geophysical induced polarization (IP) survey, an airborne geophysical magnetic survey, and a soil sampling survey. These surveys expanded a couple of old targets and outlined several new exploration targets. The first year of the recommended exploration program will be focused on detail mapping and sampling of the expanded old targets and on identifying the new targets. The goal of the first year of the recommended exploration program is to delineate and prioritize drill targets for year two. The second year of the exploration program will be about setting up and drill testing the targets delineated from Year 1.
What are the major hurdles that the issuer expects to face in achieving its milestones?
Two major hurdles the Company would face while achieving the 2-year plan are market and geological risks.
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 will be used to fulfill the earning requirements on the Dardanelle project.
Has the issuer entered any contracts that are important to its business?
On June 29, 2022, Pluto Ventures Inc. entered into a mineral property option agreement with Decade Resources Ltd.
Has the issuer conducted any operations yet?
No
Where does the issuer see its business in 3, 5, and 10 years?
The Company sees the potential of a larger drill program in years 3 and 4 with a resource published by year 5 and the potential application for a mine permit in year 10.
What are the issuer's future plans and hopes for its business and how does it plan to get there?
The Company plans to continue adding value to the Company and shareholders organically through mineral project exploration, advancement, and development, and potentially externally via merger and acquisition.
What is the issuer's management experience in running a business or in the same industry?
Lawrence Tsang, P. Geo., is the CEO and director of the Company. He has more than 15 years of experience in the mining and metals industries in North America and has administered numerous grassroots and advanced projects for both private and public companies like Ascot Resource Ltd. (TSXV: AOT), Dajin Resources Corp. (now known as HelioX Lithium & Technologies Corp. (TSXV: HX)) , Skyline Gold Corporation (now known as Snip Gold Corp.), and Abacus Mining and Exploration Corporation (TSXV: AME).
Lawrence specializes in the exploration for, and advancement of, various types of deposits of gold, silver, and base metals. He has participated in the preparation, assessment, review and compilation of technical reports, resources estimation, feasibility studies, project evaluations, permit applications, and project development. He has discovered a number of prospective projects through his career and successfully advanced Ascot Resources Ltd.’s Premier Gold project in British Columbia from an early exploration stage to the development and production stage.
Herrick Lau is the Chief Financial Officer, Corporate Secretary, and a director of the Company. Mr. Lau has over 25 years’ experience as an investment banking professional for initial public offerings, reverse takeovers, mergers & acquisitions, divestitures, and various financial advisory services. For the past 10 years, he has acted as the Managing Director of Baron Global Financial Canada Ltd., a full-service merchant bank providing ongoing financial and legal back-office support to public companies. Mr. Lau has experience as a Chief Financial Officer for several publicly listed companies. Mr. Lau currently serves as the Chief Financial Officer and Corporate Secretary of Jayden Resources Corp. (TSXV: JDN), a director of Penbar Capital Ltd. (TSXV: PEM.P), and a director of Astron Connect Inc. (TSXV: AST). Mr. Lau obtained his bachelor’s and master’s degrees in Business and Economics from Simon Fraser University. He is also a charter holder of the Chartered Financial Analyst designation.
David Velisek, director, has been involved in the capital markets for over 25 years. He has been a licensed trader of equities, options and futures, as well as an investment adviser. He has also held roles in investor relations as well as providing consulting services to public companies. He is currently a director of Trillium Gold Mines Inc. and Penbar Capital Ltd. He has previously acted as director of Evolving Gold Corp., Datinvest International Ltd., Cognetivity Neurosciences, Lifestyle Delivery Systems Inc., Amador Gold Corp., Novo Resources Corp., Finore Mining Inc. and Delon Resources Corp. Mr. Velisek is currently employed with Baron Global Financial Canada Ltd.
Denise Lok, Director, is a Chartered Professional Accountant and a member of the Chartered Governance Institute of Canada. Ms. Lok holds a Bachelor of Commerce degree in Accounting and Transportation Logistics from the University of British Columbia. Ms. Lok is currently the Senior Manager, Corporate Finance, of Baron Global Financial Canada Ltd. and has over ten years of public company experience. She has been CFO, Corporate Secretary and a director of both private and public companies in the past. Ms. Lok currently serves as a director of Jayden Resources Corp. and Penbar Capital Ltd.
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?
None
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:
4,000,000 Common Shares
Management
Full legal name: Fan Hong Lawrence Tsang
Municipality of residence: Vancouver, BC
Position at issuer: President, CEO & Director
Principal occupation for the last five years: Senior Geologist/Exploration Manager of Ascot Resources Ltd.
Expertise, education, and experience that is relevant to the issuer's business:
Lawrence Tsang currently serves as the Senior Geologist of Ascot Resources Ltd. (TSXV: AOT) and the Technical Advisor and the cofounder of Tailwinds Exploration Corp. He has more than 15 years of experience in the mining and metals industries in North America and has administered numerous grassroots and advanced projects for both private and public companies like Ascot Resources Ltd. (TSXV: AOT), Dajin Resources Corp. (now known as HelioX Lithium & Technologies Corp. (TSXV: HX)) , Skyline K Gold Corporation (now known as Snip Gold Corp.) , and Abacus Mining and Exploration Corporation (TSXV: AME].
Lawrence grew up in Hong Kong and moved to Vancouver in 2000. Lawrence attended high school and university in Vancouver. He currently holds a bachelor’s degree in Geology and a minor in Economics from the University of British Columbia and is a Registered Professional Geologist, P. Geo., and a Qualified Person (QP), as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects.
Lawrence specializes in the exploration for, and advancement of, various types of deposits of gold, silver, and base metals. He has participated in the preparation, assessment, review and compilation of technical reports, resources estimation, feasibility studies, project evaluations, permit applications, and project development. He has discovered a number of prospective projects through his career and successfully advanced Ascot Resources Ltd.’s Premier Gold project in British Columbia from an early exploration stage to development and production. Lawrence also excels in the finance industry in North America and Asia, having been involved in project financing and acquisitions.
Number and type of securities of the issuer owned: 650,000 Common Shares
Date securities were acquired and price paid for the securities: 400,000 @ $0.02 April 1, 2022 250,000 @$0.05 June 10, 2022
Percentage of the issuer's securities held as of the date of this offering document: 16.25%
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: Herrick Lau
Municipality of residence: Vancouver, BC
Position at issuer: CFO, Corporate Secretary & Director
Principal occupation for the last five years: Managing Director at Baron Global Financial Canada Ltd.
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Herrick Lau is currently the Managing Director of Baron Global Financial Canada Ltd., a merchant banking firm based in Vancouver, B.C., Canada. Baron Canada is a wholly owned subsidiary of VBG International Holdings Limited (Hatcher Group), a member firm of the Hong Kong Stock Exchange. Mr. Lau is an experienced investment banking professional who has conducted transactions such as initial public offerings, reverse takeovers, financings, mergers & acquisitions, divestitures, and various advisory services. Through his over 25 years of experience in financial management and corporate finance, Mr. Lau was responsible for developing financing strategy, liaising with such external parties as regulatory authorities and legal and accounting professionals; devising business development plans; and maintaining compliance with financial reporting, corporate governance, and internal control practices and procedures.
Mr. Lau also has experience as a senior financial executive of a number of public companies. Specifically, Mr. Lau has acted as CFO and/or director of various public companies listed on the TSX, TSXV and CSE. Mr. Lau is currently a member of the Local Advisory Committee of the TSX Venture Exchange.
Mr. Lau obtained his bachelor and master degrees in Business and Economics from Simon Fraser University in Vancouver, B.C., Canada and is a charter holder of the Chartered Financial Analyst (CFA) designation.
Number and type of securities of the issuer owned: None
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: N/A
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: Denise Lok
Municipality of residence: Port Moody, BC
Position at issuer: Director
Principal occupation for the last five years: Senior Manager at Baron Global Financial Canada Ltd.
Expertise, education, and experience that is relevant to the issuer's business:
Denise Lok is a Chartered Professional Accountant and a member of the Chartered Governance Institute of Canada. Ms. Lok holds a Bachelor of Commerce degree in Accounting and Transportation Logistics from the University of British Columbia. Ms. Lok is currently the Senior Manager, Corporate Finance, of Baron Global Financial Canada Ltd. and has over ten years of public company experience. She has been CFO, corporate secretary and a director of both private and public companies in the past.
Number and type of securities of the issuer owned: None
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: N/A
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: David Velisek
Municipality of residence: Vancouver, BC
Position at issuer: Director
Principal occupation for the last five years: Office Manager at Baron Global Financial Canada Ltd.
Expertise, education, and experience that is relevant to the issuer's business:
David Velisek has been involved in the capital markets for over 25 years. He has been a licensed trader of equities, options, and futures, as well as an investment advisor. He has also held roles in investor relations as well as providing consulting services to public companies. He is currently a director of Trillium Gold Mines, Datinvest International, and Cognetivity Neurosciences. He has previously held the role of director of Lifestyle Delivery Systems, Amador Gold Corp, Novo Resources, Finore Mining, and Delon Resources. Mr. Velisek is currently employed with Baron Global Financial Canada.
Number and type of securities of the issuer owned: None
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: N/A
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: 1208909 BC Unlimited Liability Company
Municipality of residence: Vancouver, BC
Position at issuer:
Principal occupation for the last five years: Holding Company
Expertise, education, and experience that is relevant to the issuer's business:
Principals have more than 20 years of investing experience.
Number and type of securities of the issuer owned: 1,450,000
Date securities were acquired and price paid for the securities: 950,000 @ $0.02 April 1, 2022 500,000 @$0.05 June 10, 2022
Percentage of the issuer's securities held as of the date of this offering document: 36.25%
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
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 Pluto Ventures Inc that are raised using other prospectus exemptions.
Use of Funds
Information about any funds previously raised by the issuer:The amount of funds previously raised:
2,500,000 Common Shares @ $0.02; 1,500,000 Common Shares @ $0.05
How the issuer raised those funds:
Private placements
If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Section 2.4 of National Instrument 45-106 Prospectus Exemptions
Information about funds that will be raised from this crowdfunding distribution:How the issuer used those funds:
Exploration expenses and working capital
Description of intended use of funds listed in order or priority: Total amount ($) 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: 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 Pursuant to the terms of an engagement letter between the Company and Vested Technology Corp. dated June 6, 2023, the Company has agreed 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 the Company 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 British Columbia Securities Commission] 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.
(c) Compensation Special Warrants: The Company shall issue to Vested, at the close of the offering, 200,000 Compensation Special Warrants that automatically convert into common shares of the Company 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. .
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 Company 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) Pursuant to the Property Option Agreement – Dardanelle Project dated June 29, 2022, between the Company and Decade Resources Ltd., the Company is required to file assessment reports to maintain the property in good standing until the option has been exercised and maintain all claims in good standing for at least one year in the event the property is returned. Pursuant to the Property Option Agreement – Dardanelle Project, the Company is required to seek and maintain, at its own cost and expense, all permits, governmental or other, needed to conduct its operations on the property.
(c) Investment in the Special Warrants is highly speculative given the proposed nature of the Company’s business and its present stage of development.
(d) The Company has limited financial resources and may need to raise additional funds to carry out exploration of its property. There is no assurance the Company will be able to raise additional funds or will be able to raise additional funds on terms acceptable to the Company. If the Company's exploration programs are successful and favourable exploration results are obtained, the property may be developed into commercial production. The Company will require additional funds to place the property into production. The only sources of future funds presently available to the Company are the sale of equity capital, debt, or offering of interests in its property to be earned by another party or parties by carrying out development work. There is no assurance that any such funds will be available to the Company or be available on terms acceptable to the Company. If funds are available, there is no assurance that such funds will be sufficient to bring the property to commercial production. Failure to obtain additional financing on a timely basis could have a material adverse effect on the Company and could cause the Company to forfeit its interest in its property and reduce or terminate its operations.
(e) At present, there are no bodies of ore, known or inferred, on the property and there are no known bodies of commercially recoverable ore on the property. There is no assurance that the Company’s mineral exploration activities will result in any discoveries of commercial bodies of ore on the property.
(f) The business of exploration for precious metals involves a high degree of risk. Few exploration properties are ultimately developed into producing properties. The Company’s property is at the exploration stage.
(g) Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated its title to the property for which it holds an option to acquire concessions or other mineral leases or licenses and the Company is satisfied with its review of the title to the property, the Company cannot give an assurance that title to the property will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify, and transfers under foreign law often are complex. The Company does not carry title insurance on the property. A successful claim that the Company does not have title could cause the Company to lose its rights to the property, perhaps without compensation for its prior expenditures relating to the property.
The property may now or in the future be the subject of First Nations land claims. The legal nature of Aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with First Nations in order to facilitate exploration and development work on the property.
Pursuant to the Property Option Agreement – Dardanelle Project, the Company may acquire up to a 100% interest in the property unless the Company fails to make payments in accordance with the Property Option Agreement. There is no guarantee the Company will be able to raise sufficient funding in the future to carry out the recommended work program on the property.
(h) The property or other future properties owned or optioned by the Company may now or in the future be the subject of First Nations land claims. The property is located within the unceded Tsimshian territories, and there may be First Nations concerns in the future that could prove to be a problem for any extensive development on the property. The legal nature of Aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with First Nations in order to facilitate exploration and development work on the property, and there is no assurance that the Company will be able to establish a practical working relationship with the First Nations in the area which would allow it to ultimately develop the property.
On June 26, 2014, the Supreme Court of Canada (the “SCC”) released a decision in Tsilhqot’in Nation v. British Columbia (the “William Decision”), pursuant to which the SCC upheld the First Nations’ claim to Aboriginal title and rights over a large area of land in central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The court ruling held that while the provincial government had the constitutional authority to regulate certain activity on aboriginal title lands, it had not adequately consulted with the Tsilhqot’in. The SCC also held that provincial laws of general application apply to land held under Aboriginal title if the laws are not unreasonable, impose no undue hardship, and do not deny the Aboriginal tile holders their preferred means of exercising their rights. The Company currently does not hold any properties in the area involved in the William Decision. The Company will continue to manage its operations within the existing legal framework while paying close attention to the direction provided by the Courts regarding the application of this ruling.
(i) The Company will be applying for all necessary licenses and permits under applicable laws and regulations to carry on the exploration activities which it is currently planning in respect of the property, and the Company believes it will comply in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to changes in regulations and in various operational circumstances. A substantial number of additional permits and licenses will be required should the Company proceed beyond exploration. There can be no guarantee that the Company will be able to obtain such licenses and permits.
(j) The current or future operations of the Company, including the exploration activities and commencement of production on the property, will require permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Company may require for its facilities and conduct of exploration and development operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any exploration and development project which the Company might undertake.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.
Amendments to current laws, regulations and permits governing the operations and activities of mineral companies, or more stringent enforcement thereof, could have a material adverse impact on the Company and cause increases in capital expenditure or exploration and development costs or reduction in levels of production at producing properties or require abandonment or delays in development of new properties.
(k) Exploration of mineral properties involves numerous risks, including unexpected or unusual geological conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company. The Company does not maintain insurance against environmental risks.
(l) The Company’s business relies upon the ability to determine whether a given property has commercial quantities of recoverable minerals. No assurance can be given that any discovered mineral reserves and resources will be recovered or that they will be recovered at the rates estimated. Mineral reserve and resource estimates are based on limited sampling and, consequently, are uncertain because the samples may not be representative. Mineral reserve and resource estimates may require revision (either up or down) based on actual production experience.
(m) 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.
(n) There can be no assurance that the Company 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.
(o) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Company’s common shares will develop, and an investor may find it difficult to resell its common shares.
(p) Any transaction may be financed in all or part by the issuance of additional securities by the Company 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 Company.
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 Company 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:
As of the date of this Offering Document, the Company is not a "reporting issuer" within the meaning of applicable securities legislation and, accordingly, is not subject to most of the continuous disclosure requirements imposed on reporting issuers by such legislation.
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.
N/A
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 Pluto Ventures Inc to buy these securities, or
b) to damages against Pluto Ventures Inc and may, in certain jurisdictions, have the statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
Two day cancellation right:
You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.
- Position at Issuer: President, CEO & Director
- Municipality of Residence: Vancouver, BC
- Email Address: Lawrence@itmfgroup.com
- Principal Occupation for the Last Five Years: Senior Geologist/Exploration Manager of Ascot Resources Ltd.
About:
Lawrence Tsang currently serves as the Senior Geologist of Ascot Resources Ltd. (TSXV: AOT) and the Technical Advisor and the cofounder of Tailwinds Exploration Corp. He has more than 15 years of experience in the mining and metals industries in North America and has administered numerous grassroots and advanced projects for both private and public companies like Ascot Resources Ltd. (TSXV: AOT), Dajin Resources Corp. (now known as HelioX Lithium & Technologies Corp. (TSXV: HX)) , Skyline K Gold Corporation (now known as Snip Gold Corp.) , and Abacus Mining and Exploration Corporation (TSXV: AME].
Lawrence grew up in Hong Kong and moved to Vancouver in 2000. Lawrence attended high school and university in Vancouver. He currently holds a bachelor’s degree in Geology and a minor in Economics from the University of British Columbia and is a Registered Professional Geologist, P. Geo., and a Qualified Person (QP), as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects.
Lawrence specializes in the exploration for, and advancement of, various types of deposits of gold, silver, and base metals. He has participated in the preparation, assessment, review and compilation of technical reports, resources estimation, feasibility studies, project evaluations, permit applications, and project development. He has discovered a number of prospective projects through his career and successfully advanced Ascot Resources Ltd.’s Premier Gold project in British Columbia from an early exploration stage to development and production. Lawrence also excels in the finance industry in North America and Asia, having been involved in project financing and acquisitions.
- Position at Issuer: CFO, Corporate Secretary & Director
- Municipality of Residence: Vancouver, BC
- Email Address: Herrick.lau@barongroupintl.com
- Principal Occupation for the Last Five Years: Managing Director at Baron Global Financial Canada Ltd.
About:
Mr. Herrick Lau is currently the Managing Director of Baron Global Financial Canada Ltd., a merchant banking firm based in Vancouver, B.C., Canada. Baron Canada is a wholly owned subsidiary of VBG International Holdings Limited (Hatcher Group), a member firm of the Hong Kong Stock Exchange. Mr. Lau is an experienced investment banking professional who has conducted transactions such as initial public offerings, reverse takeovers, financings, mergers & acquisitions, divestitures, and various advisory services. Through his over 25 years of experience in financial management and corporate finance, Mr. Lau was responsible for developing financing strategy, liaising with such external parties as regulatory authorities and legal and accounting professionals; devising business development plans; and maintaining compliance with financial reporting, corporate governance, and internal control practices and procedures.
Mr. Lau also has experience as a senior financial executive of a number of public companies. Specifically, Mr. Lau has acted as CFO and/or director of various public companies listed on the TSX, TSXV and CSE. Mr. Lau is currently a member of the Local Advisory Committee of the TSX Venture Exchange.
Mr. Lau obtained his bachelor and master degrees in Business and Economics from Simon Fraser University in Vancouver, B.C., Canada and is a charter holder of the Chartered Financial Analyst (CFA) designation.
- Position at Issuer: Director
- Municipality of Residence: Port Moody, BC
- Email Address:
- Principal Occupation for the Last Five Years: Senior Manager at Baron Global Financial Canada Ltd.
About:
Denise Lok is a Chartered Professional Accountant and a member of the Chartered Governance Institute of Canada. Ms. Lok holds a Bachelor of Commerce degree in Accounting and Transportation Logistics from the University of British Columbia. Ms. Lok is currently the Senior Manager, Corporate Finance, of Baron Global Financial Canada Ltd. and has over ten years of public company experience. She has been CFO, corporate secretary and a director of both private and public companies in the past.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Office Manager at Baron Global Financial Canada Ltd.
About:
David Velisek has been involved in the capital markets for over 25 years. He has been a licensed trader of equities, options, and futures, as well as an investment advisor. He has also held roles in investor relations as well as providing consulting services to public companies. He is currently a director of Trillium Gold Mines, Datinvest International, and Cognetivity Neurosciences. He has previously held the role of director of Lifestyle Delivery Systems, Amador Gold Corp, Novo Resources, Finore Mining, and Delon Resources. Mr. Velisek is currently employed with Baron Global Financial Canada.
- Position at Issuer:
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Holding Company
About:
Principals have more than 20 years of investing experience.
All Team Members & Relevant Parties
Fan Hong Lawrence Tsang
Herrick Lau
Denise Lok
David Velisek
1208909 BC Unlimited Liability Company
News & Updates
Pluto Ventures Inc. doesn't have any updates yet. Stay tuned!$30,300 raised0 Investors Needed
158Offering up to 30,000,000 Special Warrants at $ 0.05
Minimum Investment: $100
Funding Closed
158 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Sep 19, 2023
Note: All funds are expressed in Canadian dollars.