Gastown Acquisitions Corp.
Vancouver
Overview
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
Crowdfunded Activities
Here's how Gastown Acquisitions Corp. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,750 | $190,000 |
| Portal Fees | $250 | $10,000 |
| Total | $5,000 | $200,000 |
Gastown Acquisitions Corp.
- Company Website: N/A
- Head Office Address: 310 - 36 Water Street Vancouver , BC V6B 0B7
- Company Phone No: (604) 488-9557
- Company Email Address: cale@neptunegroup.io
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
-
Offering Document
Full legal name: Gastown Acquisitions Corp.
Head office address: 310 - 36 Water Street Vancouver , BC V6B 0B7
Telephone: (604) 488-9557
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Cale J. Moodie
Position held with the issuer: Director
Business address: 310 - 36 Water Street Vancouver , BC V6B 0B7
Business telephone: (604) 488-9557
Fax: N/A
Business e-mail: cale@neptunegroup.io
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
Management
Full legal name: Cale J. Moodie
Municipality of residence: Vancouver, BC
Email address: cale@neptunegroup.io
Position at issuer: Director
Principal occupation for the last five years: President and CEO of Neptune Dash Technologies Corp. and CFO of Brixton Metals Corporation
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Moodie is a Director of the Issuer. Mr. Moodie is currently the President and CEO of Neptune Dash Technologies Corp. Mr. Moodie is also currently, and has been for the past 5 years, the CFO of Brixton Metals Corporation. Mr. Moodie’s career in public market finance spans well over a decade in roles as founder, chief financial officer, director and audit committee chair for numerous publicly traded companies in Canada. Mr. Moodie is a member in good standing with the CPABC and CPA Canada.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000,000 @ $0.03 on November 9,2018
Percentage of the issuer's securities held as of the date of this offering document: 50%
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: Dario Meli
Municipality of residence: Vancouver, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: CEO of Quietly Media Inc.
Expertise, education, and experience that is relevant to the issuer's business:
Dario Meli is a Director of the Issuer. Mr. Meli is currently the CEO of Quietly Media Inc. which is a premium content provider, delivering data driven strategy and editorial for brands and publishers.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000,000 @ $0.03 on November 9,2018
Percentage of the issuer's securities held as of the date of this offering document: 50%
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.
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): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) upon a prospectus being filed that qualifies the special warrants or (ii) on that date that is 4 months from the closing date.
Other:
X Voting rights.
The Special Warrants do not carry the right to vote, however each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
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 $200,000 4,000,000 Price per eligible security $0.05 Price per flow-through share N/A Minimum investment amount per purchaser: $125
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Gastown Acquisitions Corp. 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:
The Issuer’s long-term objective is to enter into an acquisition of merit.
In this regard, the main goals:· To capitalize on the idea of our chosen business through the process of introducing the company to the capital markets
· To select and introduce a top tier management team who deeply understands the fundamentals of the selected industry.
· To become a competitive company within our industry providing value and innovation towards optimal growth.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated pursuant to the Business Corporations Act of British Columbia.
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 the Head Office of the Issuer.
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 Common Shares outstanding as at the date of the offering is 2,000,000. Concurrently with this start-up crowdfunding distribution campaign, the Issuer intends to sell up to an additional 2,000,000 Common Shares under other available prospectus exemptions.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
N/A
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $4,750 $190,000 Portal Fees $250 $10,000 Total $5,000 $200,000 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) 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) Corporate Finance Fee Shares: Issuer shall issue to Vested, at Offering Close, 100,000 common shares of the Issuer (the “Corporate Finance Fee Shares”) at a deemed price of $0.05 per Corporate Finance Fee Share.
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 Issuer has only very recently started operations and has no history of successful investments.
Systemic Risk – The areas where the Issuer intends to focus its investments are developing at great speed and the technologies are new and changing, and competition is intense. It cannot be known which new companies will be successful and what future government regulations may be imposed or what effects they may have on the companies in which the Issuer invests.
Financing and Dilution Risks – The Issuer will need to raise additional funds to develop its business until the time that it realizes profits from its investments. There can be 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 financing will be favourable. It will likely sell additional shares to raise needed 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: Director
- Municipality of Residence: Vancouver, BC
- Email Address: cale@neptunegroup.io
- Principal Occupation for the Last Five Years: President and CEO of Neptune Dash Technologies Corp. and CFO of Brixton Metals Corporation
About:
Mr. Moodie is a Director of the Issuer. Mr. Moodie is currently the President and CEO of Neptune Dash Technologies Corp. Mr. Moodie is also currently, and has been for the past 5 years, the CFO of Brixton Metals Corporation. Mr. Moodie’s career in public market finance spans well over a decade in roles as founder, chief financial officer, director and audit committee chair for numerous publicly traded companies in Canada. Mr. Moodie is a member in good standing with the CPABC and CPA Canada.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: CEO of Quietly Media Inc.
About:
Dario Meli is a Director of the Issuer. Mr. Meli is currently the CEO of Quietly Media Inc. which is a premium content provider, delivering data driven strategy and editorial for brands and publishers.
All Team Members & Relevant Parties
Cale J. Moodie
Dario Meli
News & Updates
367% of Goal
Offering up to 4,000,000 Special Warrants at $ 0.05
Minimum Investment: $125
Funding Closed
105 Investors
This project will only be financed if at least $5,000 is raised by Nov 21, 2018
Note: All funds are expressed in Canadian dollars.