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British Columbia
District 1 Exploration Corp is in the business of exploring and developing mineral properties in Canada. 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, bulk sampling, diamond drilling and coring, trenching, tunneling.
Here's how DISTRICT 1 EXPLORATION CORP. is planning on using the funds raised from this crowdfunding:
Minimum Raise | Maximum Raise | |
Legal & Accounting | - | $10,000 |
Unallocated Working Capital | $2,000 | $200,000 |
Portal Fees | $1,000 | $12,000 |
General and Administrative | $2,000 | $28,000 |
Total | $5,000 | $250,000 |
Highway North Property:
• Option to acquire a 100% interest in the Highway North Property
• Property straddles Provincial Highway #914
• 60 kilometers south of the Key Lake Uranium mine
• 43-101 Report by Reliance Geological Services Inc.
• Recommended 2-phase work program to advance initial stage evidence for Uranium mineralization
• Phase 1 program estimated cost is $115,000
• Seven SMDI Uranium prospects occur within 2 km of the Property
• Soils from West of the Property (2005) returned 1.012% U3O8 in pegmatite
• 5 of 95 Rock/hand core samples taken on the Property in 2018 returned anomalous uranium values ranging from 1,400 ppm to 4,530 ppm
Athabasca Basin Overview:
• The Pre-eminent location for large, high grade Uranium deposits globally
• Home of the world’s highest grade and highest value per mining unit deposits
• Exceptional exploration and permitting infrastructure
• Historically, the location of unconformity-type deposits associated with / along three major basement litho-tectonic domains
A more detailed description of the Issuer’s properties are provided below.
Full legal name: DISTRICT 1 EXPLORATION CORP.
Head office address: 600 - 625 Howe Street, Vancouver BC V6C 2T6, Canada
Telephone: 604-716-0551
Website URL: N/A
Fax: N/A
Full legal name: Karim Rayani
Position held with the issuer: CEO
Business address: 600 - 625 Howe Street, Vancouver BC V6C 2T6, Canada
Business telephone: 604-716-0551
Fax: N/A
Business e-mail: k@r7.capital
A more detailed description of the issuer's business is provided below.
Highway North Property:
• Option to acquire a 100% interest in the Highway North Property
• Property straddles Provincial Highway #914
• 60 kilometers south of the Key Lake Uranium mine
• 43-101 Report by Reliance Geological Services Inc.
• Recommended 2-phase work program to advance initial stage evidence for Uranium mineralization
• Phase 1 program estimated cost is $115,000
• Seven SMDI Uranium prospects occur within 2 km of the Property
• Soils from West of the Property (2005) returned 1.012% U3O8 in pegmatite
• 5 of 95 Rock/hand core samples taken on the Property in 2018 returned anomalous uranium values ranging from 1,400 ppm to 4,530 ppm
Athabasca Basin Overview:
• The Pre-eminent location for large, high grade Uranium deposits globally
• Home of the world’s highest grade and highest value per mining unit deposits
• Exceptional exploration and permitting infrastructure
• Historically, the location of unconformity-type deposits associated with / along three major basement litho-tectonic domains
A more detailed description of the Issuer’s properties are provided below.
Full legal name: Karim Rayani
Municipality of residence: West Vancouver, BC
Email address: k@r7.capital
Position at issuer: CEO and Director
Principal occupation for the last five years: CEO, President & Director
Expertise, education, and experience that is relevant to the issuer's business:
Karim Rayani has spent the last 14 years providing management consulting and investment banking services to companies in the junior mining, bio medical and technology sectors. Mr. Rayani has raised over $45 million over the last 5 years for public and private companies. Formerly he was head of Bloomberry Capital Group, a Vancouver based merchant bank and capital advisory firm. Currently he is Chairman of R7 Capital Ventures Ltd.; Director of Fiber Crowne Manufacturing, Director of Belmont Resources Inc. Mr. Rayani’s business endeavors have enabled him to establish a global network of contacts with a focus on institutional accounts.
Number and type of securities of the issuer owned: 1,750,000 Class A Common Shares* *250,000 held by R7 Capital Ventures Ltd.
Date securities were acquired and price paid for the securities: 1,500,000 @ $0.005 on October 30th, 2018; 250,000 @ $0.02 on February 19th, 2019
Percentage of the issuer's securities held as of the date of this offering document: 12.5%
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: Ian Graham
Municipality of residence: Furry Creek, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Director
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Graham is an accomplished mining executive with over 20 years of international experience exploring for and developing mineral deposits. He has spent over half of his career working for major mining companies, including roles at Rio Tinto and Anglo American. Mr. Graham possesses industrial minerals experience and is well known for his successes within the diamond sector. From 1990-1994 Mr. Graham acted as Principal Geologist in exploration for Anglo American and partner in De Beers Group’s South Africa division. In 1994, he joined Rio Tinto in Canada as the evaluation manager for the Diavik diamond mine, then went on to become Chief Geologist for diamonds with Rio Tinto’s Project Generation Group. During his 15 years at Rio Tinto, Ian was involved with the evaluation and pre-development of several projects, including the Diavik diamond mine in the Northwest Territories and the Resolution copper deposit in Arizona. While at Rio Tinto he also oversaw permitting for the Eagle Nickel mine in Michigan and played a key role in developing the initial economic assessment for the Bunder Diamond Project in India.
Number and type of securities of the issuer owned: 300,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 200,000 @ $0.005 on October 30th, 2018; 100,000 @ $0.05 on March 31, 2019
Percentage of the issuer's securities held as of the date of this offering document: 2%
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: John Bossio
Municipality of residence: Edmonton, Alberta
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Director
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Bossio is a Registered Psychologist having received a Master of Arts in Counselling Psychology from City University, Bellevue, Washington in 2002, and Bachelor of Science in Family Studies from the University of Alberta, Edmonton, in 1991, and Member of both the Psychologists Association of Alberta and College of Alberta Psychologists. Mr. Bossio is an avid investor and experienced board member. He has an audience of High Net worth Investors that follow his investments.
Number and type of securities of the issuer owned: 150,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 150,000 @ $0.005 on October 30, 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: Dean Pekeski
Municipality of residence: Mission, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Director
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Pekeski is a Professional Geologist with over 20 years' experience in mineral exploration and project development. From 1996 to 2008, he served as exploration geologist and project manager with Rio Tinto Exploration exploring for base metal and diamond deposits in Nunavut, North West Territories, Northern Quebec, Alberta, Manitoba, Southern Africa, and India. Mr. Pekeski was the project manager for the Rio Tinto exploration team that discovered, and evaluated the diamondiferous Bunder kimberlites. As Executive Vice President, Western Potash Corp., he successfully managed the Milestone Potash Project in Saskatchewan from discovery, through pre-feasibility and feasibility, environmental permitting approval, and project financing. Current Vice President - Project Development for Crystal Peak Minerals. He is a graduate of the University of Western Ontario with a degree in Earth Sciences.
Number and type of securities of the issuer owned: 150,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 150,000 @ $0.005 on October 30, 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: Stephen Brohman
Municipality of residence: Langley, BC
Email address: N/A
Position at issuer: CFO
Principal occupation for the last five years: CFO, CPA
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Brohman has 10+ years of working experience in a variety of roles with public and private companies and has become experienced in corporate finance, project acquisition, executive management, corporate communications, corporate branding, shareholder relations and investor lead generation. Mr. Brohman had extensive training in the audit of publicly traded companies on the TSX, TSX Venture Exchange and OTC markets, and has worked with mining and exploration, oil and gas, real estate investment, technology, and merchant banking companies during his time in public practice. Mr. Brohman serves as Chief Financial Officer and Director of various public and private companies. Mr. Brohman obtained a Bachelor of Business Administration (BBA) and obtained his CPA, CA (Chartered Professional Accountant) designation.
Number and type of securities of the issuer owned: 150,000 Class A Common Shares
Date securities were acquired and price paid for the securities: 150,000 @ $0.05 on March 31st, 2019
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:
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, Manitoba, New-Brunswick, Nova-Scotia, Quebec, Saskatchewan
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 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 upon a prospectus being filed that qualifies the special warrants
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
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 DISTRICT 1 EXPLORATION CORP. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Details about the issuer's industry and
operations:
The Issuer is in the business of exploring and developing mineral properties in Canada. 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, bulk 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 the Head office.
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 14,090,000.
Information on all funds previously
raised and how they were used by the issuer:
$404,500 has been previously raised. Funds have been used for legal & accounting, property payments & Reports, General & Administrative and unallocated working capital.
Description of intended use of funds listed in order or priority | Total amount ($) | |
Assuming minimum offering amount | Assuming maximum offering amount | |
Legal & Accounting | - | $10,000 |
Unallocated Working Capital | $2,000 | $200,000 |
Portal Fees | $1,000 | $12,000 |
General and Administrative | $2,000 | $28,000 |
Total | $5,000 | $250,000 |
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
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 Special Warrants: Issuer shall issue to Vested, at Offering Close, 150,000 Compensation Special Warrants (the “Special Warrants”). Each Compensation Special Warrant entitles Vested to acquire one common share of the Company at no additional cost. The compensation Special Warrants are not subject to consolidation.
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.
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.
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
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.
About:
Karim Rayani has spent the last 14 years providing management consulting and investment banking services to companies in the junior mining, bio medical and technology sectors. Mr. Rayani has raised over $45 million over the last 5 years for public and private companies. Formerly he was head of Bloomberry Capital Group, a Vancouver based merchant bank and capital advisory firm. Currently he is Chairman of R7 Capital Ventures Ltd.; Director of Fiber Crowne Manufacturing, Director of Belmont Resources Inc. Mr. Rayani’s business endeavors have enabled him to establish a global network of contacts with a focus on institutional accounts.
About:
Mr. Graham is an accomplished mining executive with over 20 years of international experience exploring for and developing mineral deposits. He has spent over half of his career working for major mining companies, including roles at Rio Tinto and Anglo American. Mr. Graham possesses industrial minerals experience and is well known for his successes within the diamond sector. From 1990-1994 Mr. Graham acted as Principal Geologist in exploration for Anglo American and partner in De Beers Group’s South Africa division. In 1994, he joined Rio Tinto in Canada as the evaluation manager for the Diavik diamond mine, then went on to become Chief Geologist for diamonds with Rio Tinto’s Project Generation Group. During his 15 years at Rio Tinto, Ian was involved with the evaluation and pre-development of several projects, including the Diavik diamond mine in the Northwest Territories and the Resolution copper deposit in Arizona. While at Rio Tinto he also oversaw permitting for the Eagle Nickel mine in Michigan and played a key role in developing the initial economic assessment for the Bunder Diamond Project in India.
About:
Mr. Bossio is a Registered Psychologist having received a Master of Arts in Counselling Psychology from City University, Bellevue, Washington in 2002, and Bachelor of Science in Family Studies from the University of Alberta, Edmonton, in 1991, and Member of both the Psychologists Association of Alberta and College of Alberta Psychologists. Mr. Bossio is an avid investor and experienced board member. He has an audience of High Net worth Investors that follow his investments.
About:
Mr. Pekeski is a Professional Geologist with over 20 years' experience in mineral exploration and project development. From 1996 to 2008, he served as exploration geologist and project manager with Rio Tinto Exploration exploring for base metal and diamond deposits in Nunavut, North West Territories, Northern Quebec, Alberta, Manitoba, Southern Africa, and India. Mr. Pekeski was the project manager for the Rio Tinto exploration team that discovered, and evaluated the diamondiferous Bunder kimberlites. As Executive Vice President, Western Potash Corp., he successfully managed the Milestone Potash Project in Saskatchewan from discovery, through pre-feasibility and feasibility, environmental permitting approval, and project financing. Current Vice President - Project Development for Crystal Peak Minerals. He is a graduate of the University of Western Ontario with a degree in Earth Sciences.
About:
Mr. Brohman has 10+ years of working experience in a variety of roles with public and private companies and has become experienced in corporate finance, project acquisition, executive management, corporate communications, corporate branding, shareholder relations and investor lead generation. Mr. Brohman had extensive training in the audit of publicly traded companies on the TSX, TSX Venture Exchange and OTC markets, and has worked with mining and exploration, oil and gas, real estate investment, technology, and merchant banking companies during his time in public practice. Mr. Brohman serves as Chief Financial Officer and Director of various public and private companies. Mr. Brohman obtained a Bachelor of Business Administration (BBA) and obtained his CPA, CA (Chartered Professional Accountant) designation.
132% of Goal
Offering up to 2,500,000 Special Warrants at $ 0.10
Minimum Investment: $100
Funding Closed
45 Investors
This project will only be financed if at least $5,000 is raised by Jul 14, 2019
Note: All funds are expressed in Canadian dollars.