TEMAS RESOURCES CORP.

TEMAS RESOURCES CORP.

• Company Website: http://temasresources.com/
• Head Office Address: Suite 890, 1140 West Pender Street , Vancouver, BC V6E 4G1
• Company Phone No: 604-428-9480
• Company Email Address: temasresources@gmail.com

The issuer is a mining exploration company based in Vancouver, BC.  The Issuer’s focus is to acquire and develop mineral exploration properties.  In January 2020, the Issuer signed an option agreement where it can earn into 100% of the DAB property for certain cash and share payments. The DAB property is a green fields property located in Quebec, Canada which the Issuer believes may be prospective for iron, titanium and vanadium.

• Offering Document

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  Full legal name: TEMAS RESOURCES CORP.

  Head office address: Suite 890, 1140 West Pender Street , Vancouver, BC V6E 4G1

  Telephone: 604-428-9480

  Website URL: http://temasresources.com/

  Fax: N/A

  Company Contact Person

  Full legal name: Kyler Hardy

  Position held with the issuer: Director

  Business address: Suite 890, 1140 West Pender Street , Vancouver, BC V6E 4G1

  Business telephone: 604-428-9480

  Fax: N/A

  Business e-mail: temasresources@gmail.com

  Business Overview

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  Issuer's Business

  A more detailed description of the issuer's business is provided below.

  The issuer is a mining exploration company based in Vancouver, BC.  The Issuer’s focus is to acquire and develop mineral exploration properties.  In January 2020, the Issuer signed an option agreement where it can earn into 100% of the DAB property for certain cash and share payments. The DAB property is a green fields property located in Quebec, Canada which the Issuer believes may be prospective for iron, titanium and vanadium.

  Management

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  Full legal name: David Robinson

  Municipality of residence: Vancouver, BC

  Email address: N/A

  Position at issuer: CFO

  Principal occupation for the last five years: CFO

  Expertise, education, and experience that is relevant to the issuer's business:

  David Robinson, CFO • +10 years of accounting and capital markets experience • Tax, audit and consulting services to public and private enterprises • CFO of the Cronin Group – natural resource focused merchant bank

  Number and type of securities of the issuer owned: 0

  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: 0%

     (a): has ever, pled guilty to or been found guilty of:

  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:

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  Full legal name: Thomas Lynch Jr.,

  Municipality of residence: Dubai, UAE

  Email address: N/A

  Position at issuer: Director

  Principal occupation for the last five years: Investor

  Expertise, education, and experience that is relevant to the issuer's business:

  Thomas Lynch Jr. has been a serial entrepreneur for over 20 years and has worked across several sectors. Currently, Thomas is the managing director of EU Capital Corp.

  Number and type of securities of the issuer owned: 750,000 Common Shares

  Date securities were acquired and price paid for the securities: January 17, 2020 @ $0.05 per share

  Percentage of the issuer's securities held as of the date of this offering document: 2%

     (a): has ever, pled guilty to or been found guilty of:

  A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada: Yes (drinking and driving when he was 19)

  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:

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  Full legal name: Kyler Hardy, Director

  Municipality of residence: Telkwa, BC

  Email address: N/A

  Position at issuer: CEO & Director

  Principal occupation for the last five years: Investor

  Expertise, education, and experience that is relevant to the issuer's business:

  • +15 years in the global natural resource sector • Capital raising, corporate development, corporate strategy, • CEO of Cronin Group - natural resource focused merchant bank, CEO of Linceo Media Group, CEO of Imperial X Plc, Director of Hexa Resources, Prometheus Developments among several other companies

  Number and type of securities of the issuer owned: 2,426,200 Common Shares through Cronin Capital Corp.

  Date securities were acquired and price paid for the securities: January 17, 2020 @ $0.05 per share

  Percentage of the issuer's securities held as of the date of this offering document: 7%

     (a): has ever, pled guilty to or been found guilty of:

  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: YES – Monterey Minerals Inc. was cease traded (CSE:MREY) for late filing of its financial statements. Financials were subsequently filed and cease trade lifted.

  (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: NO. Kyler resigned from Monterey Minerals which had the cease traded as mentioned above.

  Start-Up Crowdfunding Distribution

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  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, Alberta, 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 Issued

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  Type of securities being offered: Special Warrants

  The eligible securities offered provide the following rights:

  Voting rights: The Special Warrants do not carry the right to vote, however each common share which may be issued upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share.

  Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.

  Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common 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 the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the special warrants or (ii) on that date that is 18 months from the date of issuance of 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

  Offering Details

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  	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	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 TEMAS RESOURCES CORP. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.

  Issuer's Business

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  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.  In January 2020, the Issuer signed an option agreement where it can earn into 100% of the DAB property for certain cash and share payments. The DAB property is a green fields property located in Quebec, Canada which the Issuer believes may be prospective for iron, titanium and vanadium.

  The main goals of the Issuer are to perform further exploration work on DAB to determine its merit and to continue searching for other exploration projects.

  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 (British Columbia).

  Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

  The Issuer’s certificate of incorporation, notice of articles and articles 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 securities outstanding as at the date of the offering is 35,550,000 common shares.

  Use of Funds

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  Information on all funds previously raised and how they were used by the issuer:

  The Issuer has raised $383,000 from the sale of common shares. These funds are being used by the Issuer for general working capital.

  Description of intended use of funds listed in order or priority	Total amount ($)
  	Assuming minimum offering amount	Assuming maximum offering amount
  General Working Capital	$4,600	$230,250
  Portal Fees	$400	$19,750
  Total	$5,000	$250,000

  Previous Start-Up Crowdfunding Distributions

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  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: Accelerate Capital was involved in a crowdfunding campaign through Fronfundr.com (Kyler Hardy and David Robinson were directors)

  The name of the funding portal: FrontFundr

  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: Was withdrawn as distribution did not meet its minimum

  Compensation Paid To Funding Portal

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  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: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts pursuant to section 5.1 above.

  (b)            Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer pursuant to section 5.1 above. The Processing Fees are subject to change without notice.

  (c)             Compensation Special Warrants: Issuer shall issue to Vested, upon closing of the Offering, 200,000 Compensation Special Warrants (the “Compensation Special Warrants”). 

  (collectively, the “Fees”).

  Risk Factors

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  Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

  Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

   (a)       The Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash and an option on the DAB property.  It has no history of earnings, and will not generate earnings or pay dividends in the near future.

  (b)        Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.

  (c)        The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

  (d)        There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.

  (e)        If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares. 

  (f)          We are highly dependent upon directors and officers and their loss could adversely affect our ability to operate and pursue our goals

  (g)            The DAB property is in the exploration stage with unproven reserves. The DAB property therefore may not contain economically recoverable reserves. Additionally, we may be unable to obtain additional financing required to explore and/or develop the DAB property.

  As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.

  Reporting Obligations

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  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 does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.

  Resale Restrictions

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  The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.

  Purchaser's Rights

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  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.

All Team Members & Relevant Parties

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David Robinson

• Position at Issuer: CFO
• Municipality of Residence: Vancouver, BC
• Email Address: N/A
• Principal Occupation for the Last Five Years: CFO

• About:

  David Robinson, CFO • +10 years of accounting and capital markets experience • Tax, audit and consulting services to public and private enterprises • CFO of the Cronin Group – natural resource focused merchant bank

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Thomas Lynch Jr.,

• Position at Issuer: Director
• Municipality of Residence: Dubai, UAE
• Email Address: N/A
• Principal Occupation for the Last Five Years: Investor

• About:

  Thomas Lynch Jr. has been a serial entrepreneur for over 20 years and has worked across several sectors. Currently, Thomas is the managing director of EU Capital Corp.

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Kyler Hardy, Director

• Position at Issuer: CEO & Director
• Municipality of Residence: Telkwa, BC
• Email Address: N/A
• Principal Occupation for the Last Five Years: Investor

• About:

  • +15 years in the global natural resource sector • Capital raising, corporate development, corporate strategy, • CEO of Cronin Group - natural resource focused merchant bank, CEO of Linceo Media Group, CEO of Imperial X Plc, Director of Hexa Resources, Prometheus Developments among several other companies