Bridge Gap Renewables Inc.
Alberta / https://dcrombie7.wixsite.com/bgrgrids
Overview
Microgrid Technology is used to generate and control power to commercial, industrial and federal government consumers. It provides benefits over the traditional grid system namely reliability, carbon emission reduction, diversification of energy sources and reduction of costs associated with power generation.
Crowdfunded Activities
Here's how Bridge Gap Renewables Inc. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Legal & consulting fees - 1st round | $2,000 | $2,500 |
| Legal and consulting fee -2nd round | Nil | $7,500 |
| Pilot Project Number 1* | Nil | $100,000 |
| Attend conference(s) to showcase product | Nil | $15,000 |
| Travel domestic | $500 | $10,000 |
| Travel overseas | Nil | $15,000 |
| Consultants* | Nil | $50,000 |
| Accounting fees | Nil | $5,000 |
| Contingency | Nil | $10,000 |
| Portal Fees | $500 | $10,000 |
| Working Capital | $2,000 | $25,000 |
| TOTAL | $5,000 | $250,000 |
| Note: The amounts marked with an * in the table below are expected to be recovered through the SRED and IRAP Programs, offered by the Government of Canada. |
Bridge Gap Renewables Inc.
- Company Website: https://dcrombie7.wixsite.com/bgrgrids
- Head Office Address: 102-331 3rd Avenue, Strathmore Alberta T1P 1T5
- Company Phone No: 1-403-990-3306
- Company Email Address: dcrombie@tdainc.ca
Microgrid Technology is used to generate and control flow of electric power to commercial, industrial, and federal government consumers. It provides benefits over the traditional grid system namely reliability, carbon emission reduction, diversification of energy sources, and reduction of costs associated with power generation.
Due to these benefits, industries, communities and other end-user sectors are willing to implement microgrid technology to produce green energy. Hartley Bay in BC is an example of a hydro microgrid system.
We are raising funds for our first microgrid in Canada.
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Offering Document
Full legal name: Bridge Gap Renewables Inc.
Head office address: 102-331 3rd Avenue, Strathmore Alberta T1P 1T5
Telephone: 1-403-990-3306
Website URL: https://dcrombie7.wixsite.com/bgrgrids
Fax: N/A
Company Contact Person
Full legal name: David William Crombie
Position held with the issuer: Chairman and CFO
Business address: 102-331 3rd Avenue, Strathmore Alberta T1P 1T5
Business telephone: 1-403-990-3306
Fax: N/A
Business e-mail: dcrombie@tdainc.ca
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
Microgrid Technology is used to generate and control flow of electric power to commercial, industrial, and federal government consumers. It provides benefits over the traditional grid system namely reliability, carbon emission reduction, diversification of energy sources, and reduction of costs associated with power generation.
Due to these benefits, industries, communities and other end-user sectors are willing to implement microgrid technology to produce green energy. Hartley Bay in BC is an example of a hydro microgrid system.
We are raising funds for our first microgrid in Canada.
Management
Full legal name: David William Crombie
Municipality of residence: Alberta
Email address: dcrombie@tdainc.ca
Position at issuer: CFO & Director
Principal occupation for the last five years: CEO & CFO
Expertise, education, and experience that is relevant to the issuer's business:
David Crombie, A Graduate of the Registered Industrial Accounting program, a designation later changed to CMA, now CPA. Currently a director of several Stoney Nakoda First Nation companies in Alberta. A director of Black Bull Resources on the TSXV. Previously CFO of a TSX listed real estate developer. As a consultant and advisor has worked in over 40 countries in Africa, Europe and the Middle East. Experience in the past ten years includes oil and gas and renewable energy.
Number and type of securities of the issuer owned: 10,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 10,000,000 @$0.01 on March 31, 2018
Percentage of the issuer's securities held as of the date of this offering document: 34%
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) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: Mr. David W. Crombie has served on the board of directors of Black Bull Resources Inc. ("Black Bull") since 2015. On March 17, 2018, Black Bull was subject to a cease trade order issued by the British Columbia Securities Commission and the Ontario Securities Commission for failure to file interim financial statements, management discussion and analysis and certification of the interim filings for the period ended December 31, 2017. The cease trade orders were revoked on April 30, 2018.
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Karl Kolmsee
Municipality of residence: Germany
Email address: N/A
Position at issuer: President
Principal occupation for the last five years: CEO Smart Hydro
Expertise, education, and experience that is relevant to the issuer's business:
Karl Kolmsee, Studied agricultural and philosophy at the universities of Hamburg and Goettingen, Germany. After his PhD spent most of his professional career in the energy business – first as consultant at A.T. Kearney later as manager at E.ON, Europe’s largest private utility, and member of the board at Schmack biogas, one of the pioneers of the biogas market in Europe. Main areas of academic work are international energy markets and renewable energy. In 2010 founded Smart Hydro Power to focus on design and commercialization of kinetic pico hydro power systems with main focus on rural electrification for emerging markets like India, Latin America and Eastern Africa. Today Smart Hydro Power offers complete solutions for off grid solutions and micro grids.
Number and type of securities of the issuer owned: 10,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 10,000,000 @ $0.01 on March 31, 2018
Percentage of the issuer's securities held as of the date of this offering document: 33%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Eric Bibeau
Municipality of residence: Manitoba
Email address: N/A
Position at issuer: Technical Advisor
Principal occupation for the last five years: Associate Professor University of Manitoba
Expertise, education, and experience that is relevant to the issuer's business:
Eric Bibeau, Ph.D., P.Eng, Heads the Canadian Hydrokinetic Turbine Test Centre. With over 25 turbine deployments since 2013, the CHTTC has become the national river HKT test centre dedicated to regulatory approvals, grid connections, and environmental monitoring instrumentation. This includes site development, obtaining permits, grid interconnection of the turbines, development of on water safety protocols, testing new deployment and retrieval methods, developing and operating a remote data acquisition system, managing remote R&D testing, addressing cold weather impacts on personal and equipment, management of field testing budget from obtaining grants to overseeing all expenditures, and addressing technical issues as they arise. He is also a founding Director of SOAR, a non-profit organization, that with the CHTTC, provides a comprehensive approach to address the development of hydrokinetic turbine in river and coastal Canadian communities, contributing to develop marine technologies to accelerate its cost competiveness and effectiveness in harsh environments. His research focuses on distributed clean energy generation technologies for northern communities. He strives to bring together HKT tidal initiatives from the Atlantic and Pacific oceans together with rivers HKT applications to contribute to clean technology.
Number and type of securities of the issuer owned: 10,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 10,000,000 @ $0.01 on March 31, 2018
Percentage of the issuer's securities held as of the date of this offering document: 33%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) 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, New-Brunswick, Nova-Scotia
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: Each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All 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): Special Warrants convertible to Class A shares one for one
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 50,000 Maximum offering amount $ 250,000 2,500,000 Price per eligible security $0.10 Price per flow-through share 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 Bridge Gap Renewables Inc. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
Bridge Gap Renewables Inc. has acquired the licence for Smart Hydro’s intellectual property.
The cost of the licence will be based upon a percentage of each project.
The device is part of a Microgrid which produces electricity.
We intend to manufacture and export from Canada.Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated as a Canadian Controlled Private Corporation.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s articles of incorporation can be viewed at 102-331 3rd Avenue, Strathmore Alberta T1P 1T5
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up 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 ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of 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.
Total issued and outstanding 30,000,000 Class A common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
There have been no funds raised previously. The founders have financed the costs to date.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Legal & consulting fees - 1st round $2,000 $2,500 Legal and consulting fee -2nd round Nil $7,500 Pilot Project Number 1* Nil $100,000 Attend conference(s) to showcase product Nil $15,000 Travel domestic $500 $10,000 Travel overseas Nil $15,000 Consultants* Nil $50,000 Accounting fees Nil $5,000 Contingency Nil $10,000 Portal Fees $500 $10,000 Working Capital $2,000 $25,000 TOTAL $5,000 $250,000 Note: The amounts marked with an * in the table below are expected to be recovered through the SRED and IRAP Programs, offered by the Government of Canada. 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:
Compensation:
In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
(b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice.
(c) Warrants: Issuer shall issue to Vested, at Offering Close, Warrants equal to either, 150,000 Warrants if the amount raised is $5,000 or less, or, 150,000 Warrants plus Warrants equal to ten [10] % of the number of securities sold over the $5,000 minimum raise to maximum of $250,000 pursuant to the Offering.Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Business Risk: The Company has no operating history in Canada.
Systemic Risk: Although we will endeavor to make improvements to the intellectual property, there is no guarantee, that a more advanced product would not enter the marketspace.
Financing and Dilution Risks: It is likely that the Issuer will need to raise additional funds to undertake further development of the business. There is no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financial arrangements will be favorable. It is possible that additional shares may be issued and sold to provide such funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.
Liquidity Risk: No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.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 will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: CFO & Director
- Municipality of Residence: Alberta
- Email Address: dcrombie@tdainc.ca
- Principal Occupation for the Last Five Years: CEO & CFO
About:
David Crombie, A Graduate of the Registered Industrial Accounting program, a designation later changed to CMA, now CPA. Currently a director of several Stoney Nakoda First Nation companies in Alberta. A director of Black Bull Resources on the TSXV. Previously CFO of a TSX listed real estate developer. As a consultant and advisor has worked in over 40 countries in Africa, Europe and the Middle East. Experience in the past ten years includes oil and gas and renewable energy.
- Position at Issuer: President
- Municipality of Residence: Germany
- Email Address: N/A
- Principal Occupation for the Last Five Years: CEO Smart Hydro
About:
Karl Kolmsee, Studied agricultural and philosophy at the universities of Hamburg and Goettingen, Germany. After his PhD spent most of his professional career in the energy business – first as consultant at A.T. Kearney later as manager at E.ON, Europe’s largest private utility, and member of the board at Schmack biogas, one of the pioneers of the biogas market in Europe. Main areas of academic work are international energy markets and renewable energy. In 2010 founded Smart Hydro Power to focus on design and commercialization of kinetic pico hydro power systems with main focus on rural electrification for emerging markets like India, Latin America and Eastern Africa. Today Smart Hydro Power offers complete solutions for off grid solutions and micro grids.
- Position at Issuer: Technical Advisor
- Municipality of Residence: Manitoba
- Email Address: N/A
- Principal Occupation for the Last Five Years: Associate Professor University of Manitoba
About:
Eric Bibeau, Ph.D., P.Eng, Heads the Canadian Hydrokinetic Turbine Test Centre. With over 25 turbine deployments since 2013, the CHTTC has become the national river HKT test centre dedicated to regulatory approvals, grid connections, and environmental monitoring instrumentation. This includes site development, obtaining permits, grid interconnection of the turbines, development of on water safety protocols, testing new deployment and retrieval methods, developing and operating a remote data acquisition system, managing remote R&D testing, addressing cold weather impacts on personal and equipment, management of field testing budget from obtaining grants to overseeing all expenditures, and addressing technical issues as they arise. He is also a founding Director of SOAR, a non-profit organization, that with the CHTTC, provides a comprehensive approach to address the development of hydrokinetic turbine in river and coastal Canadian communities, contributing to develop marine technologies to accelerate its cost competiveness and effectiveness in harsh environments. His research focuses on distributed clean energy generation technologies for northern communities. He strives to bring together HKT tidal initiatives from the Atlantic and Pacific oceans together with rivers HKT applications to contribute to clean technology.
All Team Members & Relevant Parties
David William Crombie
Karl Kolmsee
Eric Bibeau
News & Updates
100% of Goal
Offering up to 2,500,000 Special Warrants at $ 0.10
Minimum Investment: $100
Funding Closed
11 Investors
This project will only be financed if at least $5,000 is raised by Dec 05, 2018
Note: All funds are expressed in Canadian dollars.