Gold Tree Resources Ltd.
British Columbia / https://www.goldtreeresources.com/
Overview
Gold Tree Resources Ltd. is a private Jr Mining company based out of Vancouver, BC, seeking public listing on the Canadian Stock Exchange (CSE). Gold Tree is focused on advancing a portfolio of gold projects within prolific placer gold camps by exploring for the large scale source areas of the placer gold. Gold Tree seeks new discoveries to create maximum value appreciation for its investors.
Gold Tree holds multiple mineral titles in the British Columbia's Cariboo Placer Region which has been the highest producing placer gold camp in British Columbia.
Crowdfunded Activities
Here's how GOLD TREE RESOURCES LTD. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $4,600 | $230,250 |
| Portal Fees | $400 | $19,750 |
| Total | $5,000 | $250,000 |
GOLD TREE RESOURCES LTD.
- Company Website: https://www.goldtreeresources.com/
- Head Office Address: 21-2986 Coast Meridian Rd. Port Coquitlam, BC, Canada, V3B 3M8
- Company Phone No: 604.781.0224
- Company Email Address: asmith1661@gmail.com
Gold Tree Resources Ltd. is a private Jr Mining company based out of Vancouver, BC, seeking public listing on the Canadian Stock Exchange (CSE). Gold Tree is focused on advancing a portfolio of gold projects within prolific placer gold camps by exploring for the large scale source areas of the placer gold. Gold Tree seeks new discoveries to create maximum value appreciation for its investors.
Gold Tree holds multiple mineral titles in the British Columbia's Cariboo Placer Region which has been the highest producing placer gold camp in British Columbia.
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Offering Document
Full legal name: GOLD TREE RESOURCES LTD.
Head office address: 21-2986 Coast Meridian Rd. Port Coquitlam, BC, Canada, V3B 3M8
Telephone: 604.781.0224
Website URL: https://www.goldtreeresources.com/
Fax: N/A
Company Contact Person
Full legal name: Adrian Smith
Position held with the issuer: President and CEO
Business address: 21-2986 Coast Meridian Rd. Port Coquitlam, BC, Canada, V3B 3M8
Business telephone: 604.781.0224
Fax: N/A
Business e-mail: asmith1661@gmail.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
Gold Tree Resources Ltd. is a private Jr Mining company based out of Vancouver, BC, seeking public listing on the Canadian Stock Exchange (CSE). Gold Tree is focused on advancing a portfolio of gold projects within prolific placer gold camps by exploring for the large scale source areas of the placer gold. Gold Tree seeks new discoveries to create maximum value appreciation for its investors.
Gold Tree holds multiple mineral titles in the British Columbia's Cariboo Placer Region which has been the highest producing placer gold camp in British Columbia.
Management
Full legal name: Adrian Smith
Municipality of residence: Port Coquitlam, BC
Email address: asmith1661@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:
Adrian Smith, President and CEO Mr. Smith has over a decade of experience in the mining and exploration industry. Mr. Smith began working for Mining Companies as an Underground Mine Geologist in the Shasta Gold-Silver Mine in Northern BC. He then began work for North American Tungsten Corp. at the Cantung Mine in the Northwest Territories where he was involved in successfully identifying, modeling, and producing ore in addition to known reserves. Since then Mr. Smith has taken his mining and exploration experience from underground and applied it to exploration projects across Canada and the United States. Mr. Smith graduated from Simon Fraser University with a Bachelor of Science degree specializing in Geology, and has been a member of APEG BC since 2008. Currently Mr. Smith is the President and Director of M3 Metals Corp.
Number and type of securities of the issuer owned: 1,875,000 Common Shares Held by Divitae Resources Ltd.
Date securities were acquired and price paid for the securities: 1,875,000 Common Shares purchased on February 25, 2020 @ $.02
Percentage of the issuer's securities held as of the date of this offering document: 24.83%
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: Kosta Tsoutsis
Municipality of residence: Vancouver, BC
Email address: k_tsoutsis@hotmail.com
Position at issuer: Corporate Secretary
Principal occupation for the last five years: Businessman
Expertise, education, and experience that is relevant to the issuer's business:
Kosta Tsoutsis brings over 20 years of finance and capital market experience. Mr. Tsoutsis formerly worked as an investment advisor at Mackie Research, Jordan Capital Markets, and Canaccord Capital Corp. Mr. Tsoutsis has significant experience specializing in developing, restructuring and financing venture capital companies. Mr. Tsoutsis has directly raised over CDN$30 million in development and venture capital for public and private companies worldwide.
Number and type of securities of the issuer owned: 1,875,000 Common Shares
Date securities were acquired and price paid for the securities: 1,875,000 Common Shares purchased on February 25, 2020 @ $.02
Percentage of the issuer's securities held as of the date of this offering document: 24.83%
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, 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
Type of securities being offered: Special Warrants
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
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 $.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 GOLD TREE RESOURCES LTD. 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:
Gold Tree Resources Ltd. is a private Jr. Mining company based out of Vancouver, BC, focused on development of gold projects within prolific placer gold camps identifying the large scale source areas of the placer gold. Gold Tree seeks new discoveries to create maximum value appreciation for its investors.
Gold Tree holds multiple mineral titles in the British Columbia's Cariboo Placer Region the highest producing placer gold camp in British Columbia.
The Skygold Project is located within the largest producing placer gold regions in British Columbia, the Cariboo Placer Region which was the highest producing placer gold camp in British Columbia and still is to this day.
The Skygold Property is located approximately 25 kilometers southeast of Prince George, British Columbia, Canada, within the Omineca Mining Division. The Property consists of 3 mineral claims totaling 5,732 hectares, which have exploration potential for certain types of gold deposits, as evidenced by historical and recent exploration conducted on the Property.
The Property lies within the Quesnel Terrane, part of the Intermontane Belt, a composite of low metamorphic grade magmatic arc segments of mixed oceanic and continental affinities, and oceanic plates, which amalgamated to the North American continental margin in the Early Jurassic Period. The claim area is underlain by Triassic-Jurassic marine black sedimentary rocks, volcaniclastics and volcanics of the Nicola Group which are intruded by granitic rocks of the St. Marie Plutonic Suite.
Gold Tree Resources sampling campaign confirmed historic elevations of gold occurring in soil and till. Further investigation has provided indications on the potential source location for the gold by analyzing the gold grains angularity. The more angular, the closer to the source.
Gold Tree is currently planning follow up work leading up to a planned drilling campaign.
Historical exploration and 2019 exploration activities completed by Gold Tree Resources Ltd. have successfully outlined two areas of anomalous gold-in-soil and gold-in-till geochemistry. The source(s) of the anomalous gold have not yet been discovered and form the bases of exploration targeting on the Property. Two exploration targets, herein designated soil anomaly “A” and soil anomaly “B” warrant further exploration. The Skygold Property has potential to host one or more structurally-hosted gold-quartz vein deposits, sediment-hosted vein deposits and/or porphyry copper - gold deposits.
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 7,550,000 common shares.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
The Issuer has raised $76,000 from the sale of common shares. These funds are being used by the Issuer for general working capital.
Description of intended use of funds listed in order or priority Total amount ($) 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
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1. Compensation:
1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Portal Fee: 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 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 $0.10. (the “Compensation Units”).
(collectively, the “Fees”).
Risk Factors
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 Skygold 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 Skygold property is in the exploration stage with unproven reserves. The Skygold property therefore may not contain economically recoverable reserves. Additionally, we may be unable to obtain additional financing required to explore and/or develop the Skygold 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
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
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: President and CEO
- Municipality of Residence: Port Coquitlam, BC
- Email Address: asmith1661@gmail.com
- Principal Occupation for the Last Five Years: Geologist
About:
Adrian Smith, President and CEO Mr. Smith has over a decade of experience in the mining and exploration industry. Mr. Smith began working for Mining Companies as an Underground Mine Geologist in the Shasta Gold-Silver Mine in Northern BC. He then began work for North American Tungsten Corp. at the Cantung Mine in the Northwest Territories where he was involved in successfully identifying, modeling, and producing ore in addition to known reserves. Since then Mr. Smith has taken his mining and exploration experience from underground and applied it to exploration projects across Canada and the United States. Mr. Smith graduated from Simon Fraser University with a Bachelor of Science degree specializing in Geology, and has been a member of APEG BC since 2008. Currently Mr. Smith is the President and Director of M3 Metals Corp.
- Position at Issuer: Corporate Secretary
- Municipality of Residence: Vancouver, BC
- Email Address: k_tsoutsis@hotmail.com
- Principal Occupation for the Last Five Years: Businessman
About:
Kosta Tsoutsis brings over 20 years of finance and capital market experience. Mr. Tsoutsis formerly worked as an investment advisor at Mackie Research, Jordan Capital Markets, and Canaccord Capital Corp. Mr. Tsoutsis has significant experience specializing in developing, restructuring and financing venture capital companies. Mr. Tsoutsis has directly raised over CDN$30 million in development and venture capital for public and private companies worldwide.
All Team Members & Relevant Parties
Adrian Smith
Kosta Tsoutsis
0 Investors Needed
Offering up to 2,500,000 Special Warrants at $ 0.10
Minimum Investment: $100
Funding Closed
151 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Oct 11, 2020
Note: All funds are expressed in Canadian dollars.