RAINDROP VENTURES INC.
British Columbia
Overview
Global Mineral Exploration. The Issuer has acquired interests in two mining properties in North America and is continuing to seek other opportunities globally. With a world-class management group in place the Issuer is in a strong position to maximize shareholder value.
The Issuer has acquired a 100% interest in the Clover Mountain property located 60 miles southeast of Boise, Idaho. The Property is prospective for both gold and base metal mineralization. In addition, the Issuer has acquired an option to earn a 100% interest in the Silver Star property near Houston, BC. The Silver Star property is prospective for epithermal gold and silver mineralization.
Crowdfunded Activities
Here's how RAINDROP VENTURES INC. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Legal & Accounting | - | $10,000 |
| Unallocated Working Capital | $2,000 | $20,000 |
| Portal Fees | $1,000 | $4,000 |
| General and Administrative | $2,000 | $16,000 |
| Total | $5,000 | $50,000 |
RAINDROP VENTURES INC.
- Company Website: N/A
- Head Office Address: Suite 1588 - 609 Granville Street, Vancouver, B.C. Canada
- Company Phone No: 604-688-2922
- Company Email Address: saf@glacierlake.ca
The Issuer is in the business of exploring and developing mineral properties in Canada and the United States as well as globally. Mineral exploration and development requires expertise from scientists and engineers to explore for, discover, and delineate potentially economic mineral resources. This is done through techniques such as, but not limited to the following: geological mapping and sampling, soil sampling, geophysics, bark sampling, diamond drilling and coring, trenching, tunneling.
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Offering Document
Full legal name: RAINDROP VENTURES INC.
Head office address: Suite 1588 - 609 Granville Street, Vancouver, B.C. Canada
Telephone: 604-688-2922
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Satvir Dhillon
Position held with the issuer: President/CEO
Business address: Canaccord Financial Tower Suite 1588 - 609 Granville Street, Vancouver, B.C. Canada
Business telephone: 604-484-3031
Fax: N/A
Business e-mail: saf@glacierlake.ca
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
Global Mineral Exploration. The Issuer has acquired a 100% interest in the Clover Mountain property located 60 miles southeast of Boise, Idaho. The Property is prospective for both gold and base metal mineralization. In addition, the Issuer has acquired an option to earn a 100% interest in the Silver Star property near Houston, BC. The Silver Star property is prospective for epithermal gold and silver mineralization.
A more detailed description of the Issuer’s properties are provided below.
Clover Mountain
On September 1st, 2018 Raindrop Ventures Inc. entered into a purchase agreement with Daniel Kunz and Associates, LLC to purchase 100% of the Clover Mountain property for 6,483,873 common shares of Raindrop.
The Clover Mountain Property is located on Bureau of Land Management land some 60 air miles southeast of Boise, Idaho. The property forms an irregular rectangular shape and consists of 43 unpatented claims totaling 860 acres. The property is located near Grandview, Idaho and is accessible by asphalt and gravel roads.
The property is underlain by hydrothermally-altered, fractured, and brecciated intrusive igneous and extrusive volcanic rocks with elevated gold and related silver-arsenic-antimony-mercury-mineralization.
In 2008 and 2009 Thunder Mountain completed a soil geochemical program consisted collecting 215 soil samples. The sampling was conducted on 200’ x 200’ grid spacing and defined two northeast trending soil anomalies with gold values ranging from 0.020 ppm to 0.783 ppm Au. This gold anomalous area is approximately 2500’ in length and approximately 750’ in width Other anomalous trends were defined in silver with values 0.02 ppm to 1.19 ppm. In addition to the soil geochemical, rocks samples collected on the property returned values up to 1.985 g/t gold, 19.95 g/t silver, 1.25% copper and 1.54% zinc.
In 2010 Thunder Mountain contracted Wright geophysics to complete a compilation utilizing regional magnetic, radiometric and gravity data combined with regional geological and property geochemical data. The gravity data appear to be effective at delineating the distribution of Cretaceous age intrusive rocks, as well as large scale structures. The magnetics define a number of possible shallow structures and an intrusion northeast of the property. Confirmation was provided by the radio-metrics. Based on this interpretation, the gold geochemical anomalies tend to elongate along a northeast trend parallel to the large-scale northeast structure identified by the geophysics.
Based on a thorough review of the historical exploration data combined with the fact that the property covers a large area of hydrothermally-altered, fractured, and brecciated intrusive igneous and extrusive volcanic rocks with elevated gold and related silver-arsenic-antimony-mercury-mineralization, it is the belief of company management that the Clover Mountain has the potential to host precious and base metal mineralization.
Silver Star
The Silver Star Property is located in the Omenica Mining Division. The property forms a rectilinear shape and consists of 4 claims totaling 1,487 hectares and is located approximately 40 kilometers south of Burns Lake B.C. and is accessible by paved road.
The property is underlain by Mesozoic to Tertiary stratified and intrusive rocks segmented by Jura-Cretaceous and Tertiary faults. Eocene rhyolitic and rhyodacitic flows, tuff, and volcaniclastic rocks (Ootsa Lake Group) and (olivine-), amygdaloidal, basaltic andesite flows and hyaloclastite (Endako Group) are associated with fault-controlled aphanitic, porphyritic and phaneritic felsic intrusions. The company is exploring for epithermal gold and silver mineralization on the Silver Star property. In February of 2018 the company engaged Exploration Facilitation Unlimited Inc. (“EFU”) to conduct 135-line kilometer ground magnetics and electromagnetic geophysical surveys. The surveys were designed to cover the rocks sampling that was previously conducted on the property returning silver values of 42.7 grams per tonne.
The Magnetic and EM survey conducted by FCU company has supplied information which is interpreted to represent differences in underlying lithologies, primarily a potential buried intrusive body occurring along the western boundary of the property associated with a magnetic high, with the less magnetic felsic volcanic or sedimentary rocks covering the remaining areas of the property. The EM data outlines three potential faults one North south, and a second trending NW-SE and a third Trending NE-SW.
The combination of a buried intrusive body with faults surrounding and possibly emanating from the intrusive are suitable as potential sites for epithermal styled precious metals mineralization. This coupled with historical rocks samples returning silver values up to 42.7 grams per tonne silver are suggestive that an epithermal conduit may be present occurring along one of the faults identified in the geophysical surveys.
Management
Full legal name: Satvir S. Dhillon
Municipality of residence: Surrey, BC
Email address: saf@glacierlake.ca
Position at issuer: President & CEO
Principal occupation for the last five years: Director/Officer
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Dhillon comes from the Banking Industry and has been involved in the development of companies both in the private and public Markets for about 18 years. During this time, he has held a variety of positions including, investor relations and as a board member. Saf was part of the management team that grew U.S. Geothermal Inc., (NYSE MKT: HTM) from a $2 million-dollar market cap company into a profitable $100 million-dollar Independent Power Producer. He is currently the President/CEO and Director of Glacier Lake Resources Inc. (TSXV: GLI) as well as serving on the Board of Equatorial Exploration Corp. (TSXV: EXX), UC Resources Ltd. (TSXV: UC), Earl Resources Ltd. (TSXV: ERL) and other private companies. Saf’s involvement in the development of the various companies over the years has enabled him to build an extensive list of worldwide contacts.
Number and type of securities of the issuer owned: 1,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 250,000 @ $0.02 on July 1st, 2018; 350,000 @ $0.010 on June 1st, 2018; 400,000 @ $0.005 on May 1st, 2018
Percentage of the issuer's securities held as of the date of this offering document: 7%
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: Scott Davis
Municipality of residence: Vancouver, B.C.
Email address: sdavis@crossdavis.com
Position at issuer: Director
Principal occupation for the last five years: Director/Officer/CPA
Expertise, education, and experience that is relevant to the issuer's business:
As Partner at Cross Davis & Co. LLP, a Canadian CPA firm, working with David Cross and staff to provide accounting and management services to publicly-listed companies primarily in the mining, oil and gas and biotech industries.
Number and type of securities of the issuer owned: 125,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 125,000 @ $0.005 on May 1st, 2018
Percentage of the issuer's securities held as of the date of this offering document: 1%
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: Daniel Kunz
Municipality of residence: Boise, ID.
Email address: dan@dkunzassoc.com
Position at issuer: Executive Chairman
Principal occupation for the last five years: Director/Officer
Expertise, education, and experience that is relevant to the issuer's business:
Senior mining executive with more than 35 years of experience in engineering, mine operations, management, accounting, and finance. Mr. Kunz worked 17 years with Morrison Knudsen Corporation's Mining Group, where he also held the position of Corporate Vice President and Controller. Mr. Kunz held the position of President of Ivanhoe Mines Ltd, and was part of the team that discovered the massive Oyu Tolgoi copper-gold deposit in Mongolia. He was a founder of and served as CEO and President of MK Gold Company, a mine owner and mining contractor that produced some 250,000 ounces of gold annually. He was CEO and President of Jinshan Gold Mines during the construction and startup of the CSH Mine in China. Mr. Kunz holds a Masters of Business Administration from Boise State University, and a Bachelor of Science in Engineering from Montana College of Mineral Science and Technology.
Number and type of securities of the issuer owned: 1,000,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 800,000 @ $0.02 on July 1st, 2018; 100,000 @ $0.010 on June 1st, 2018; 100,000 @ $0.005 on May 1st, 2018
Percentage of the issuer's securities held as of the date of this offering document: 7%
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: Tim Henneberry
Municipality of residence: Mill Bay, B.C.
Email address: mammothgeo@shaw.ca
Position at issuer: Director
Principal occupation for the last five years: Director/Officer
Expertise, education, and experience that is relevant to the issuer's business:
Professional Geologist (P.Geo. British Columbia) with 35 years of diversified geological experience Mined precious metals and industrial minerals in North America Explored for precious metals, base metals and industrial minerals in North America, South America and Africa. Excellent understanding of NI43-101 reporting requirements and technical reports; have authored numerous technical reports in support of acquisitions and financings for both junior mining companies and private clients.
Number and type of securities of the issuer owned: 500,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 250,000 @ $0.010 on June 1st, 2018; 250,000 @ $0.005 on May 1st, 2018
Percentage of the issuer's securities held as of the date of this offering document: 3%
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
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 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:
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 $50,000 500,000 Price per eligible security $.10 Price per flow-through share N/A 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 RAINDROP VENTURES 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:
The Issuer is in the business of exploring and developing mineral properties in Canada and the United States as well as globally. Mineral exploration and development requires expertise from scientists and engineers to explore for, discover, and delineate potentially economic mineral resources. This is done through techniques such as, but not limited to the following: geological mapping and sampling, soil sampling, geophysics, bark sampling, diamond drilling and coring, trenching, tunneling.
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 Head office.
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 Class A Common Shares outstanding as at the date of the offering agreement is 15,183,900.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
$140,000 has been previously raised. Funds have been used for legal & accounting, property payments & Reports, General & Administrative and unallocated working capital.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Legal & Accounting - $10,000 Unallocated Working Capital $2,000 $20,000 Portal Fees $1,000 $4,000 General and Administrative $2,000 $16,000 Total $5,000 $50,000 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) Compensation Fee Shares: Issuer shall issue to Vested, at Offering Close, 100,000 common shares of the Issuer (the “Compensation Fee Shares”) at a deemed price of $0.10 per Compensation 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:
Exploration risk – The Property has no [limited] history of being explored for minerals. Mineral exploration and development involves a high degree of risk as few properties that are explored are ultimately developed into producing mines.
Systemic risk – Substantial time and money (millions of dollars and years of time) are required to (i) establish ore reserves through drilling, (ii) develop processes to extract minerals from the ore and, (iii) in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Even if an ore body is determined, the economics of developing it is affected by many factors including the cost of operations, variations in the grade of minerals mined, fluctuations in precious and base metal prices and markets, production limits, importing and exporting of minerals, and environmental protection; any of which could render an ore body uneconomic.
Financing and Dilution risks – The Issuer will need to raise additional funds to undertake further exploration of the Property. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to further exploration of the Property, or that the terms of such financing will be favourable. It will likely sell additional shares to raise 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: President & CEO
- Municipality of Residence: Surrey, BC
- Email Address: saf@glacierlake.ca
- Principal Occupation for the Last Five Years: Director/Officer
About:
Mr. Dhillon comes from the Banking Industry and has been involved in the development of companies both in the private and public Markets for about 18 years. During this time, he has held a variety of positions including, investor relations and as a board member. Saf was part of the management team that grew U.S. Geothermal Inc., (NYSE MKT: HTM) from a $2 million-dollar market cap company into a profitable $100 million-dollar Independent Power Producer. He is currently the President/CEO and Director of Glacier Lake Resources Inc. (TSXV: GLI) as well as serving on the Board of Equatorial Exploration Corp. (TSXV: EXX), UC Resources Ltd. (TSXV: UC), Earl Resources Ltd. (TSXV: ERL) and other private companies. Saf’s involvement in the development of the various companies over the years has enabled him to build an extensive list of worldwide contacts.
- Position at Issuer: Director
- Municipality of Residence: Vancouver, B.C.
- Email Address: sdavis@crossdavis.com
- Principal Occupation for the Last Five Years: Director/Officer/CPA
About:
As Partner at Cross Davis & Co. LLP, a Canadian CPA firm, working with David Cross and staff to provide accounting and management services to publicly-listed companies primarily in the mining, oil and gas and biotech industries.
- Position at Issuer: Executive Chairman
- Municipality of Residence: Boise, ID.
- Email Address: dan@dkunzassoc.com
- Principal Occupation for the Last Five Years: Director/Officer
About:
Senior mining executive with more than 35 years of experience in engineering, mine operations, management, accounting, and finance. Mr. Kunz worked 17 years with Morrison Knudsen Corporation's Mining Group, where he also held the position of Corporate Vice President and Controller. Mr. Kunz held the position of President of Ivanhoe Mines Ltd, and was part of the team that discovered the massive Oyu Tolgoi copper-gold deposit in Mongolia. He was a founder of and served as CEO and President of MK Gold Company, a mine owner and mining contractor that produced some 250,000 ounces of gold annually. He was CEO and President of Jinshan Gold Mines during the construction and startup of the CSH Mine in China. Mr. Kunz holds a Masters of Business Administration from Boise State University, and a Bachelor of Science in Engineering from Montana College of Mineral Science and Technology.
- Position at Issuer: Director
- Municipality of Residence: Mill Bay, B.C.
- Email Address: mammothgeo@shaw.ca
- Principal Occupation for the Last Five Years: Director/Officer
About:
Professional Geologist (P.Geo. British Columbia) with 35 years of diversified geological experience Mined precious metals and industrial minerals in North America Explored for precious metals, base metals and industrial minerals in North America, South America and Africa. Excellent understanding of NI43-101 reporting requirements and technical reports; have authored numerous technical reports in support of acquisitions and financings for both junior mining companies and private clients.
All Team Members & Relevant Parties
Satvir S. Dhillon
Scott Davis
Daniel Kunz
Tim Henneberry
News & Updates
236% of goal
Offering up to 500,000 Special Warrants at $ 0.10
Minimum Investment: $100
Funding Closed
75 Investors
This project will only be financed if at least $5,000 is raised by Mar 19, 2019
Note: All funds are expressed in Canadian dollars.