Crestmark Resources Corp. Equity Crowdfunding

Overview

The Issuer is a mineral resource company engaged in the acquisition and exploration of mineral resource properties. Its principal project is the (Lightning Property) (the “Property”) located in (Boston Bar, BC), in which Crestmark Resources (“Crestmark”) has entered into a Letter of Intent (“LOI”) to acquire the exclusive right to purchase a 100% interest in the mineral claim arising from the pending property application currently held by Waldo Sciences Inc. (the “optionor”) and held in Trust by Lucas Pool. The Company may, from time to time, evaluate and acquire additional mineral properties of merit.

Crowdfunded Activities

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

	Minimum Raise	Maximum Raise
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Crestmark Resources Corp.

Company Website: N/A
Head Office Address: 1100-1111 Melville Street, Vancouver BC Canada V6E 3V6
Company Phone No: 647-889-4991
Company Email Address: shaqlawrence20@hotmail.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: Crestmark Resources Corp.

Head office address: 1100-1111 Melville Street, Vancouver BC Canada V6E 3V6

Telephone: 647-889-4991

Email address: shaqlawrence20@hotmail.com

Website URL: N/A

Company Contact Person

Full legal name: Shaquille Murray-Lawrence

Position held with the issuer: Director

Business address: 1100-1111 Melville Street, Vancouver, BC Canada V6E 3V6

Business telephone: 647-889-4991

Business email address: shaqlawrence20@hotmail.com

Issuer's Business

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

The principal business carried on and intended to be carried on by the Company is mineral exploration, focusing initially on the exploration and development of the Lightning Property. The Property is in the exploration stage.

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

The Issuer is an early-stage mineral exploration company focused initially on the Lghtning Property, located in Boston Bar, BC.

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

The Issuer has signed a Letter of Intent (“LOI”) pursuant to which the Issuer can acquire a 100% ownership interest in the Lightning Property (the “LOI”).

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

• Exploration and development is a speculative business

• Interest in the Property is subject to compliance with the Option Agreement

• Insufficient capital

• Financing risks

• Limited operating history and negative operating cash flow

• Price volatility of publicly traded securities

• Property interests subject to challenge

• First Nations land claims

• Uninsurable risks

• Permits and government regulations

• Environmental laws and regulations

• Competition

• Fluctuating mineral prices

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 Issuer intends to use the net proceeds raised from this offering (the “Offering”) to fund the exploration and development of the Property, to pay the balance of the cost associated with the Offering, to support general and administrative expenses for the next 12 months, to evaluate additional mineral properties for acquisition and for general working capital purposes.

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

Crestmark Resources (“Crestmark”) has signed a Letter of Intent (“LOI”) to acquire the exclusive right to purchase a 100% interest in the mineral claim arising from the pending property application currently held by Waldo Sciences Inc. (the “optionor”) and held in Trust by Lucas Pool, and referred to as the Lightning Property (the “Property”).

Has the issuer conducted any operations yet?

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

The Issuer intends to further explore, advance and develop the Lightning Property and continue to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential.

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

The Issuer intends to conduct a three stage exploration program on the Lightning Property to further assess its potential. The Issuer will need to undertake and achieve extensive financing and capital raising activities, and extensive exploration on the property.

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

Shaquille Murray-Lawrence brings more than a decade of experience in the capital markets sector. He is a 2x Canadian Olympic bobsleigh athlete, having represented Canada at the 2022 Beijing Winter Olympic Games and the 2026 Milano Cortina Winter Olympic Games. Prior to his bobsleigh career, Mr. Murray-Lawrence played professional football in the Canadian Football League. He holds a Bachelor’s degree from the University of Nevada, Las Vegas.

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 currently has no employees. All services are provided by the Company’s current management team. Contractor staff will be engaged during exploration seasons.

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:

As at the date hereof, the Issuer has 3,200,000 common shares (“Common Shares”) issued and outstanding.

In addition, the Issuer has 1,200,000 Special Warrants (“Special Warrants”).

Management

Full legal name: Shaquille Murray-Lawrence

Municipality of residence: Toronto, Ontario

Position at issuer: Director

Principal occupation for the last five years: Team Canada Bobsleigh Team

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

Number and type of securities of the issuer owned: 3,000,000

Date securities were acquired and price paid for the securities: 3,000,000 @ $0.001 each, July 30 2026

Percentage of the issuer's securities held as of the date of this offering document: 93.75%

(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:

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	$1,500,000	30,000,000
Price per eligible security	$0.05

Minimum investment amount per purchaser: $50

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Crestmark 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:

Amount raised to date $27,000

How the issuer raised those funds:

The Issuer raised funds pursuant to private placement offerings of common shares and special warrants.

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

The Issuer relied on the private issuer exemption provided under section 2.4 of NI 45-106.

How the issuer used those funds:

The Issuer used some of the funds raised to date for general corporate purposes.

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	$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 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) 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.

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 Crestmark Resources Corp. to buy these securities, or

b) to damages against Crestmark 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

Shaquille Murray-Lawrence

Position at Issuer: Director
Municipality of Residence: Toronto, Ontario
Email Address: shaqlawrence20@hotmail.com
Principal Occupation for the Last Five Years: Team Canada Bobsleigh Team
About:
Shaquille Murray-Lawrence brings more than a decade of experience in the capital markets sector. He is a 2x Canadian Olympic bobsleigh athlete, having represented Canada at the 2022 Beijing Winter Olympic Games and the 2026 Milano Cortina Winter Olympic Games. Prior to his bobsleigh career, Mr. Murray-Lawrence played professional football in the Canadian Football League. He holds a Bachelor’s degree from the University of Nevada, Las Vegas.

News & Updates

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