1111 Acquisition Corp.

1111 ACQUISITION CORP. (the “Issuer”)

• Company Website: N/A
• Head Office Address: #1100-1111 Melville Street Vancouver BC Canada V6E 3V6
• Company Phone No: 778.989.1501
• Company Email Address: rcpgeo@gmail.com

The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.

• Offering Document

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  Full legal name: 1111 ACQUISITION CORP. (the “Issuer”)

  Head office address: #1100-1111 Melville Street Vancouver BC Canada V6E 3V6

  Telephone: 778.989.1501

  Website URL: N/A

  Fax: N/A

  Company Contact Person

  Full legal name: Robert Cameron

  Position held with the issuer: President and CEO

  Business address: #1100-1111 Melville Street Vancouver BC Canada V6E 3V6

  Business telephone: 778.989.1501

  Fax: N/A

  Business e-mail: rcpgeo@gmail.com

  Business Overview

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  Issuer's Business

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

  The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.

  Management

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  Full legal name: Robert Cameron

  Municipality of residence: Vancouver, BC

  Email address: rcpgeo@gmail.com

  Position at issuer: President and CEO

  Principal occupation for the last five years: Geologist

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

  Mr. Cameron has over 30 years of international experience in the mining industry including positions as President and CEO of Valley High Ventures and Bearing Resources Ltd. as well as Vice-President and Manager of exploration for Phelps Dodge Corporation of Canada Limited (a then subsidiary of Freeport McMoRan Copper and Gold Inc.). In addition he has extensive market and finance experience including a term as mining analyst for Research Capital. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia.

  Number and type of securities of the issuer owned: 401,000 common shares

  Date securities were acquired and price paid for the securities: 400,000 Common Shares purchased on February 14th, 2020 at $0.005 per share

  Percentage of the issuer's securities held as of the date of this offering document: 15.42%

     (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:

  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) (“Vested”)

  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 of 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 “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 issuable 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 held.

  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	100,000
  Maximum offering amount	$250,000	5,000,000
  Price per eligible security	$0.05
  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 1111 ACQUISITION CORP. (the “Issuer”) 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 principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition. The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.

  The Issuer’s long-term objective is to enter into an acquisition of merit.

  In this regard, the main goals of the Issuer are:

  - to capitalize on the idea of our chosen business through the process of introducing the company to the capital markets;

  - to select and introduce a top tier management team who deeply understands the fundamentals of the selected industry; and

  - to become a competitive company within the selected industry providing value and innovation towards optimal growth.

  Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:

  The Issuer is a company incorporated pursuant to the Business Corporations Act (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 Common Shares outstanding as at the date of the offering is 2,600,001

  Use of Funds

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

  Funds previously raised are $13,000 and are being used for general working capital and financing fees.

  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
  Fees (see section 9.1)	$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: 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

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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            The Issuer has agreed to pay to Vested the following fees:

  (a)             Portal Fee: A portal fee (the “Portal Fee”) in an amount equal to 5% of the aggregate amount of actual gross proceeds raised in the crowdfunding distribution described in this offering document (the “Offering Proceeds”); payable upon each date funds are released to Issuer;

  (b)            Payment Processing Fees: Payment processing fees (the “Processing Fees”) in an amount equal to the aggregate of 2.9% of Offering Proceeds and a further $0.30 per investor subscription plus $200 for filing the 45-106F1 report with the applicable securities regulatory authorities; and

  (c)             Compensation Special Warrants: 200,000 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 risk factors associated with the Issuer and the offering hereunder include but are not limited to the following:

  (a)        The Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash.  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 may 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 or minimal 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)         The Issuer has only limited funds with which to identify and evaluate potential acquisitions and there can be no assurance that the Issuer will be able to identify a suitable acquisition.

  (g)        Even if a proposed transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction.

  (h)        Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.

  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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Robert Cameron

• Position at Issuer: President and CEO
• Municipality of Residence: Vancouver, BC
• Email Address: rcpgeo@gmail.com
• Principal Occupation for the Last Five Years: Geologist

• About:

  Mr. Cameron has over 30 years of international experience in the mining industry including positions as President and CEO of Valley High Ventures and Bearing Resources Ltd. as well as Vice-President and Manager of exploration for Phelps Dodge Corporation of Canada Limited (a then subsidiary of Freeport McMoRan Copper and Gold Inc.). In addition he has extensive market and finance experience including a term as mining analyst for Research Capital. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia.