Buscando Resources Corp.
British Columbia
Overview
The Issuer is a mineral exploration company. The Issuer’s focus is to acquire and develop mineral exploration properties. In July 2020, the Issuer signed an LOI to enter into an option agreement where it can earn into 100% of the Rupert property for certain cash and share payments. The Rupert property is an early stage exploration property located in British Columbia, Canada which the Issuer believes may be prospective for copper.
Crowdfunded Activities
Here's how Buscando Resources Corp. (the “Issuer”) is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| General Working Capital | $9,000 | $115,000 |
| Fees | $1,000 | $10,000 |
| Total | $10,000 | $125,000 |
Buscando Resources Corp. (the “Issuer”)
- Company Website: N/A
- Head Office Address: 890-1140 Pender Street, Vancouver, BC V6E 4G1
- Company Phone No: 250-877-1394
- Company Email Address: drobinson@cronincapital.ca
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.
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Offering Document
Full legal name: Buscando Resources Corp. (the “Issuer”)
Head office address: 890-1140 Pender Street, Vancouver, BC V6E 4G1
Telephone: 250-877-1394
Website URL: N/A
Fax: N/A
Company Contact Person
Full legal name: David Robinson
Position held with the issuer: CFO & Director
Business address: 890-1140 Pender Street, Vancouver, BC V6E 4G1
Business telephone: 604-308-2514
Fax: N/A
Business e-mail: drobinson@cronincapital.ca
Business Overview
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
Full legal name: Kyler Hardy
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:
Kyler Hardy, CEO, Director • +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 Temas Resources Corp, CEO of Imperial X Plc, Director of Hexa Resources, Prometheus Developments among several other companies
Number and type of securities of the issuer owned: 1,300,000 Common Shares
Date securities were acquired and price paid for the securities: Oct 31, 2017 @ $0.005 per share
Percentage of the issuer's securities held as of the date of this offering document: 40.6%
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: Monterey Minerals Inc. was cease traded (CSE:MREY) for late filing of its financial statements. Financials were subsequently filed and cease trade lifted. Kyler was a director (resigned).
(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: David Robinson
Municipality of residence: Vancouver, BC
Email address: drobinson@cronincapital.ca
Position at issuer: CFO & Director
Principal occupation for the last five years: CPA
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, CFO of Temas Resources Corp., CFO of Imperial Helium
Number and type of securities of the issuer owned: 600,000 Common Shares
Date securities were acquired and price paid for the securities: Oct 31, 2017 @ $0.005 per share
Percentage of the issuer's securities held as of the date of this offering document: 18.8%
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: Farzad Forooghian
Municipality of residence: Vancouver, BC
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Lawyer
Expertise, education, and experience that is relevant to the issuer's business:
Principal at Forooghian & Co with over 14 experience as a corporate lawyer. His practice focuses on business law, capital markets and M&A.
Number and type of securities of the issuer owned: 1,300,000 Common Shares
Date securities were acquired and price paid for the securities: Oct 31, 2017 @ $0.005 per share
Percentage of the issuer's securities held as of the date of this offering document: 40.6%
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) (“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, Ontario, 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
Type of securities being offered: Special Warrant
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
Total Amount ($) Total number of eligible securities issuable Minumum offering amount $10,000 200,000 Maximum offering amount $125,000 2,500,000 Price per eligible security $.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 Buscando Resources Corp. (the “Issuer”) 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 mineral exploration company. The Issuer’s focus is to acquire and develop mineral exploration properties. In July 2020, the Issuer signed an LOI to enter into an option agreement where it can earn into 100% of the Rupert property for certain cash and share payments. The Rupert property is an early stage exploration property located in British Columbia, Canada which the Issuer believes may be prospective for copper.
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 3,200,000.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
Funds previously raised are $16,000 and are being used for general working capital and financing fees.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount General Working Capital $9,000 $115,000 Fees $1,000 $10,000 Total $10,000 $125,000 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: The Issuer (formerly known as Accelerate Capital Corp.) was involved in a crowdfunding distribution through Fronfundr.com (the “Accelerate Offering”); Temas Resources Corp. completed a crowdfunding distribution through Vested (Kyler Hardy and David Robinson were directors) (the “Temas Offering”)
The name of the funding portal: Vested Technology Corp. and 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: The Accelerate Offering did not close because the minimum offering amount was not reached; the Temas Offering successfully closed on February 25, 2020 with 118 Investors and raised $29,500.00
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 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
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 recently incorporated in 2017, 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) We are highly dependent upon directors and officers and their loss could adversely affect our ability to operate and pursue our goals
(g) 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.
(h) The Issuer has entered a LOI with the owners of the Rupert Property. The issuer may be unable to satisfy the terms of the LOI and enter into a definitive option agreement with the owners of the Rupert Property.
(i) The Rupert property is in the exploration stage. The Rupert property therefore may not contain economically recoverable minerals. Additionally, we may be unable to obtain additional financing required to explore and/or develop the Rupert 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 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: CEO & Director
- Municipality of Residence: Telkwa, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Investor
About:
Kyler Hardy, CEO, Director • +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 Temas Resources Corp, CEO of Imperial X Plc, Director of Hexa Resources, Prometheus Developments among several other companies
- Position at Issuer: CFO & Director
- Municipality of Residence: Vancouver, BC
- Email Address: drobinson@cronincapital.ca
- Principal Occupation for the Last Five Years: CPA
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, CFO of Temas Resources Corp., CFO of Imperial Helium
- Position at Issuer: Director
- Municipality of Residence: Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Lawyer
About:
Principal at Forooghian & Co with over 14 experience as a corporate lawyer. His practice focuses on business law, capital markets and M&A.
All Team Members & Relevant Parties
Kyler Hardy
David Robinson
Farzad Forooghian
News & Updates
244% of Goal
Offering up to 2,500,000 Special Warrant at $ 0.05
Minimum Investment: $100
Funding Closed
122 Investors
This project will only be financed if at least $10,000 is raised by Oct 13, 2020
Note: All funds are expressed in Canadian dollars.