Michelin Mining Corp.
Vancouver, British Columbia
Overview
The Issuer is a mining exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and develop mineral exploration properties. In November 2018, the Issuer signed an option agreement where it can earn into 70% of Rude Creek Gold property (the “Property”) in Yukon Canada for cash and share payments and exploration work commitments.
In this regard, the main goals are:
- To perform exploration work to further determine the merit of the Property.
- To continue searching for other exploration projects that are of merit.
Crowdfunded Activities
Here's how Michelin Mining Corp. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Estimated expenses and costs relating to this offering (including consulting fees, legal fees, accounting fees and related expenses) | 5,000 | 5,000 |
| Portal Fees relating to equity crowd funding offering | 1,500 | 3,000 |
| Mineral Exploration Activities | 5,000 | 120,000 |
| General and Administrative Expenses | 2,000 | 10,000 |
| General Working Capital | 2,500 | 112,000 |
| Total | 16,000 | 250,000 |
Michelin Mining Corp.
- Company Website: N/A
- Head Office Address: Suite 410-325 Howe Street, Vancouver, BC V6C 1Z7
- Company Phone No: 604-687-3520
- Company Email Address: mtbrown@pacificopportunity.com
he Issuer is a mining exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and develop mineral exploration properties.
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Offering Document
Full legal name: Michelin Mining Corp.
Head office address: Suite 410-325 Howe Street, Vancouver, BC V6C 1Z7
Telephone: 604-687-3520
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: Mark Brown
Position held with the issuer: CEO
Business address: Suite 410-325 Howe Street, Vancouver, BC V6C 1Z7
Business telephone: 604-687-3520
Fax: N/A
Business e-mail: mtbrown@pacificopportunity.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
he Issuer is a mining exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and develop mineral exploration properties.
Management
Full legal name: Mark Brown
Municipality of residence: Vancouver, BC
Position at issuer: CEO and Director
Principal occupation for the last five years: President, Pacific Opportunity Capital Ltd. (“POC”); founder of Rare Element Resources Ltd., director of Avrupa Minerals Ltd., Alianza Minerals Ltd., Almaden Minerals Ltd., Almadex Minerals Limited, Azucar Minerals Ltd., Mountain Boy Minerals Ltd., Strategem Capital Corporation, Sutter Gold Mining Inc. and Ascent Industries Corp..
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Professional Accountants of British Columbia. He is currently President of POC., a private company which provides financial solutions, equity and management services to small and medium size entrepreneurial enterprises. Mr. Brown is an officer and director of a number of public and private companies and his corporate activities include transactions, financings and corporate financial planning. He is a founder of Rare Element Resources Ltd., which was listed on the Toronto Stock Exchange and the NYSE AMEX. Between 1990 and 1994, Mr. Brown worked with PricewaterhouseCoopers. He is currently a director and /or officer of various other public companies.
Number and type of securities of the issuer owned: 800,000 common shares through a private company that Mr. Brown controls
Date securities were acquired and price paid for the securities: $0.005 per share August 16, 2018
Percentage of the issuer's securities held as of the date of this offering document: 5.5%
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: Jim Bennett
Municipality of residence: Comox, BC
Position at issuer: Director
Principal occupation for the last five years: Leader, JRB Consulting. In addition, board member and treasurer of Atli Resources Corporation, Sasuchan Development Corporation, Nuxalk Development Corporation, Sxhw’owhamel Ventures GP Ltd, and Mama’omas Enterprises General Partner Inc.
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Bennett obtained his Bachelor of Commerce degree (with honors) from the University of British Columbia in 1991 and is a member of the Institute of Chartered Professional Accountants of British Columbia. Jim was a partner at KPMG serving in the Vancouver’s office natural resource practice until 2013. Subsequent to KPMG, Jim has been the leader of JRB Consulting where he has been providing certain clients economic development and financial governance services.
Number and type of securities of the issuer owned: 200,000 common shares
Date securities were acquired and price paid for the securities: $0.005 per share October 12, 2018
Percentage of the issuer's securities held as of the date of this offering document: 1.4%
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: Marc Blythe
Municipality of residence: North Vancouver, BC
Position at issuer: Director
Principal occupation for the last five years: Independent businessman from April 2015 to present; President and CEO of Tarsis Resources from 2007 to March 2015. VP of Corporate Development of Nevsun Resources Ltd. since November 2017
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Blythe received a Master of Business Administration from La Trobe University in Melbourne and a Bachelor of Mining Engineering degree from the Western Australian School of Mines. Mr. Blythe acted as Vice President, Mining of Almaden Minerals Ltd. from 2006 until July 2011. He was Corporate Senior Mining Engineer for Placer Dome Inc. based in Vancouver from 2004 until 2006, where he completed internal and external mine evaluation, including advising on potential acquisitions and mining technology implementation. Mr. Blythe has managed mines for both Placer Dome Inc. and WMC Resources Ltd. (formerly Western Mining Corporation).
Number and type of securities of the issuer owned: Nil
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:
(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: Winnie Wong
Municipality of residence: Vancouver, BC
Position at issuer: Chief Financial Officer
Principal occupation for the last five years: Vice President of Client Services, Pacific Opportunity Capital Ltd. (“POC”); CFO of Avrupa Minerals Ltd., Alianza Minerals Ltd., Mountain Boy Minerals Ltd., Strategem Capital Corp., Viridium Pacific Group Ltd.
Expertise, education, and experience that is relevant to the issuer's business:
Ms. Wong is the Vice President of Client Services at POC, a firm the Company has retained to provide financial management and accounting services. Following her graduation from Queen’s University, Ms. Wong worked with Deloitte & Touche, where she earned her Chartered Accountant designation. In the interim 18+ years, Ms. Wong has acted as CFO and Corporate Secretary for various TSX Venture listed companies, including Strategem Capital Corporation, Avrupa Minerals Ltd., Animas Resources Ltd., and AQM Copper Inc.
Number and type of securities of the issuer owned: Nil
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:
(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: Units
Voting rights: Each common 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 common shares entitle the holders to participate ratably 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 “Purchased Securities” are Units. Each Unit is one previously unissued common share of the Issuer (a “Share”), and one share purchase warrant. Each warrant (“Warrant”) will entitle the Purchaser to purchase one Share (a “Warrant Share”) at an exercise price of $0.20 per Warrant Share for a period of 24 months from the date of issuance (the “Expiry Date”).
Other: N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount 16,000 160,000 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 Michelin Mining 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 is a mining exploration company based in Vancouver, BC. The Issuer’s focus is to acquire and develop mineral exploration properties. On November 18, 2018, the Issuer entered into an option agreement where it can earn into 70% of the Rude Creek Gold property (the “Property”) in the Yukon, Canada over four years for (a) cash payments of $2,500,001, (b) the issuance of 3,950,000 common shares, and (c) exploration work commitments of $4,120,000.
In this regard, the main goals are:
To perform exploration work to further determine the merit of the Property.
To continue searching for other exploration projects that are of merit.
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 Suite 410-325 Howe Street, Vancouver, BC V6C 1Z7
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.
The number of common shares outstanding as at the date of the offering document is 14,650,000. The Issuer does not have and has not issued any other securities since incorporation.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised approximately $332,000 to date by issuance of common shares which funds have been used for incorporation costs, general admin, legal and accounting. The Issuer currently has a working capital balance of approximately $300,000.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Estimated expenses and costs relating to this offering (including consulting fees, legal fees, accounting fees and related expenses) 5,000 5,000 Portal Fees relating to equity crowd funding offering 1,500 3,000 Mineral Exploration Activities 5,000 120,000 General and Administrative Expenses 2,000 10,000 General Working Capital 2,500 112,000 Total 16,000 250,000 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:
Compensation:
In consideration of the Services, Issuer agrees to pay to Vested the following fees:
- Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
- 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.
- Compensation Units: Issuer shall issue to Vested, at Offering Close, 100,000 Compensation Units (the “Units”). Each Compensation Unit entitles Vested to acquire one common share of the Company at a deemed value of $0.10 and one full Warrant, exercisable at $0.20.
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 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: CEO and Director
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: President, Pacific Opportunity Capital Ltd. (“POC”); founder of Rare Element Resources Ltd., director of Avrupa Minerals Ltd., Alianza Minerals Ltd., Almaden Minerals Ltd., Almadex Minerals Limited, Azucar Minerals Ltd., Mountain Boy Minerals Ltd., Strategem Capital Corporation, Sutter Gold Mining Inc. and Ascent Industries Corp..
About:
Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Professional Accountants of British Columbia. He is currently President of POC., a private company which provides financial solutions, equity and management services to small and medium size entrepreneurial enterprises. Mr. Brown is an officer and director of a number of public and private companies and his corporate activities include transactions, financings and corporate financial planning. He is a founder of Rare Element Resources Ltd., which was listed on the Toronto Stock Exchange and the NYSE AMEX. Between 1990 and 1994, Mr. Brown worked with PricewaterhouseCoopers. He is currently a director and /or officer of various other public companies.
- Position at Issuer: Director
- Municipality of Residence: Comox, BC
- Email Address:
- Principal Occupation for the Last Five Years: Leader, JRB Consulting. In addition, board member and treasurer of Atli Resources Corporation, Sasuchan Development Corporation, Nuxalk Development Corporation, Sxhw’owhamel Ventures GP Ltd, and Mama’omas Enterprises General Partner Inc.
About:
Mr. Bennett obtained his Bachelor of Commerce degree (with honors) from the University of British Columbia in 1991 and is a member of the Institute of Chartered Professional Accountants of British Columbia. Jim was a partner at KPMG serving in the Vancouver’s office natural resource practice until 2013. Subsequent to KPMG, Jim has been the leader of JRB Consulting where he has been providing certain clients economic development and financial governance services.
- Position at Issuer: Director
- Municipality of Residence: North Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Independent businessman from April 2015 to present; President and CEO of Tarsis Resources from 2007 to March 2015. VP of Corporate Development of Nevsun Resources Ltd. since November 2017
About:
Mr. Blythe received a Master of Business Administration from La Trobe University in Melbourne and a Bachelor of Mining Engineering degree from the Western Australian School of Mines. Mr. Blythe acted as Vice President, Mining of Almaden Minerals Ltd. from 2006 until July 2011. He was Corporate Senior Mining Engineer for Placer Dome Inc. based in Vancouver from 2004 until 2006, where he completed internal and external mine evaluation, including advising on potential acquisitions and mining technology implementation. Mr. Blythe has managed mines for both Placer Dome Inc. and WMC Resources Ltd. (formerly Western Mining Corporation).
- Position at Issuer: Chief Financial Officer
- Municipality of Residence: Vancouver, BC
- Email Address:
- Principal Occupation for the Last Five Years: Vice President of Client Services, Pacific Opportunity Capital Ltd. (“POC”); CFO of Avrupa Minerals Ltd., Alianza Minerals Ltd., Mountain Boy Minerals Ltd., Strategem Capital Corp., Viridium Pacific Group Ltd.
About:
Ms. Wong is the Vice President of Client Services at POC, a firm the Company has retained to provide financial management and accounting services. Following her graduation from Queen’s University, Ms. Wong worked with Deloitte & Touche, where she earned her Chartered Accountant designation. In the interim 18+ years, Ms. Wong has acted as CFO and Corporate Secretary for various TSX Venture listed companies, including Strategem Capital Corporation, Avrupa Minerals Ltd., Animas Resources Ltd., and AQM Copper Inc.
All Team Members & Relevant Parties
Mark Brown
Jim Bennett
Marc Blythe
Winnie Wong
188% of Goal
Offering up to 2,500,000 Units at $ 0.10
Minimum Investment: $100
Funding Closed
174 Investors
This project will only be financed if at least $16,000 is raised by Feb 08, 2019
Note: All funds are expressed in Canadian dollars.