Overview
The Issuer is a mineral exploration company. The Issuer’s focus is to acquire and develop mineral exploration properties. The Issuer owns a 100% interest in the Tolstoi multi-metallic (predominantly gold) indicated property located in Alaska, USA which has had extensive historic exploration work. For detailed information on the Tolstoi including an existing 43-101 Technical Report on the Tolstoi Property potential investors can click on the following link: https://www.lodestarexploration.ca/tolstoi
Crowdfunded Activities
Here's how Lodestar Exploration Inc. (the “Issuer”) is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Tolstoi Property Exploration* | $4,600 | $25,000 |
| CSE Listing & IPO Costs** | Nil | $175,000 |
| General Working Capital | Nil | $30,250 |
| Fees (see section 9.1) | $400 | $19,750 |
| TOTAL | $5,000 | $250,000 |
| * Including completion of an updated 43-101 Technical Report on the Tolstoi Property. | ||
| **Including completion of a prospectus offering (prospectus to be receipted in applicable jurisdictions). |
Lodestar Exploration Inc. (the “Issuer”)
- Company Website: www.lodestarexploration.ca
- Head Office Address: 4631 75th Ave. N.E., Box 134 Canoe BC, V0E 1K0, CANADA
- Company Phone No: 250-832-0336
- Company Email Address: yamatomurray@gmail.com
The Issuer is a mineral exploration company. The Issuer’s focus is to acquire and develop mineral exploration properties. The Issuer owns a 100% interest in the Tolstoi multi-metallic (predominantly gold) indicated property located in Alaska, USA which has had extensive historic exploration work. For detailed information on the Tolstoi including an existing 43-101 Technical Report on the Tolstoi Property potential investors can click on the following link: https://www.lodestarexploration.ca/tolstoi
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Offering Document
Full legal name: Lodestar Exploration Inc. (the “Issuer”)
Head office address: 4631 75th Ave. N.E., Box 134 Canoe BC, V0E 1K0, CANADA
Telephone: 250-832-0336
Website URL: www.lodestarexploration.ca
Fax: N/A
Company Contact Person
Full legal name: William Murray
Position held with the issuer: CEO and Director
Business address: 4631 75th Ave. NE, Box 134 Canoe BC, V0E 1K0 Canada
Business telephone: 250-832-0336
Fax: N/A
Business e-mail: yamatomurray@gmail.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Issuer is a mineral exploration company. The Issuer’s focus is to acquire and develop mineral exploration properties. The Issuer owns a 100% interest in the Tolstoi multi-metallic (predominantly gold) indicated property (the “Tolstoi” or “Tolstoi Property”) located in Alaska, USA which has had extensive historic exploration work, subject to a 3% NSR retained by the vendor, William Murray. The Issuer is raising funds to complete an initial exploration update program on the Tolstoi to meet Canadian Securities Exchange (“CSE”) listing requirements, including completing an updated 43-101 Technical Report, and raising funds to cover listing costs. Common shares without par value (each a “Share” or “Common Share”) are the only authorized securities of the Issuer. The Issuer sold shares to members of management.
Management
Full legal name: William Murray
Municipality of residence: Canoe, BC
Email address: yamatomurray@gmail.com
Position at issuer: CEO and Director
Principal occupation for the last five years: Prospector & Businessman
Expertise, education, and experience that is relevant to the issuer's business:
William Murray is the Chief Executive Officer, a Director of the Company and the Promoter of the Company. Mr. Murray has been in the mining industry for the past 30 years as a prospector and also the founding member and past CEO and President of Silver Phoenix Resources Inc. a junior mining company listed on the CSE.
Number and type of securities of the issuer owned: 3,500,000 Common Shares
Date securities were acquired and price paid for the securities: Effective July 18, 2020 sold the Tolstoi property to the Issuer for 2,500,000 Common Shares and bought 1,000,000 @ 2 cents per common share
Percentage of the issuer's securities held as of the date of this offering document: 63%
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: Michael Woods
Municipality of residence: West 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:
Michael Woods is a Director of the Issuer. He is a lawyer with over 30 years of experience providing legal services and advice to TSX Venture, and latterly, CSE listed companies based in British Columbia, the United States, and internationally. Drawing from his experience and connections, he provides in-depth securities legal and business expertise to the Issuer.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: July 18, 2020 Bought 1,000,000 @ $0.02 per common share
Percentage of the issuer's securities held as of the date of this offering document: 18%
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: Reagan Glazier
Municipality of residence: Prince George, BC
Email address: N/A
Position at issuer: President and Director
Principal occupation for the last five years: Geologist
Expertise, education, and experience that is relevant to the issuer's business:
Mr. Reagan Glazier is President and a Director of Lodestar and has worked in the global mining sector across a variety of commodities and jurisdictions for 10 years with experience in exploration and project development.
Early in his career, Mr. Glazier managed exploration projects overseeing operations for a variety of juniors, working in multidisciplinary settings within challenging conditions presented in the Northern British Columbia and Yukon environments. He currently sits on the Board of Directors for Freegold Ventures Ltd. and obtained a Bachelors of Science with a major in Geology from the University of Calgary.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: July 18, 2020 Bought 1,000,000 @ $0.02 per common share
Percentage of the issuer's securities held as of the date of this offering document: 18%
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
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 Warrants
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 $5,000 33,333 Maximum offering amount $250,000 1,666,666 Price per eligible security $0.15 Price per flow-through share N/A Minimum investment amount per purchaser: $75
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Lodestar Exploration Inc. (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. The Issuer owns a 100% interest in the Tolstoi multi-metallic (predominantly gold) indicated property located in Alaska, USA which has had extensive historic exploration work. For detailed information on the Tolstoi including an existing 43-101 Technical Report on the Tolstoi Property potential investors can click on the following link: https://www.lodestarexploration.ca/tolstoi
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). It’s authorized capital is an unlimited number of common shares without par value of which 5,500,000 common shares are issued and outstanding.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
Copies of the Issuer’s certificate of incorporation, notice of articles and articles can be obtained by email from the Issuer. There is no formal shareholder agreement with respect to the Issuer, and no partnership agreement.
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 5,500,000.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
Funds previously raised total $60,000.00 which have been used for Tolstoi Property payments and other expenses, and are allocated to complete an initial exploration update program on the Tolstoi to meet CSE listing requirements, including completing an updated 43-101 Technical Report.
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Tolstoi Property Exploration* $4,600 $25,000 CSE Listing & IPO Costs** Nil $175,000 General Working Capital Nil $30,250 Fees (see section 9.1) $400 $19,750 TOTAL $5,000 $250,000 * Including completion of an updated 43-101 Technical Report on the Tolstoi Property. **Including completion of a prospectus offering (prospectus to be receipted in applicable jurisdictions). 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 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 Units: 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 $0.15 and one full Warrant, exercisable at $0.15 (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 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 2020, 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 Tolstoi property is in the exploration stage. The Tolstoi property therefore may not contain economically recoverable minerals. Additionally, management may be unable to obtain additional financing required to explore and/or develop the Blank 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. However, if sufficient monies are raised, Issuer’s management do intend on moving forward with receipting a prospectus and listing on the CSE or other recognized North American Exchange.
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 and Director
- Municipality of Residence: Canoe, BC
- Email Address: yamatomurray@gmail.com
- Principal Occupation for the Last Five Years: Prospector & Businessman
About:
William Murray is the Chief Executive Officer, a Director of the Company and the Promoter of the Company. Mr. Murray has been in the mining industry for the past 30 years as a prospector and also the founding member and past CEO and President of Silver Phoenix Resources Inc. a junior mining company listed on the CSE.
- Position at Issuer: Director
- Municipality of Residence: West Vancouver, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Lawyer
About:
Michael Woods is a Director of the Issuer. He is a lawyer with over 30 years of experience providing legal services and advice to TSX Venture, and latterly, CSE listed companies based in British Columbia, the United States, and internationally. Drawing from his experience and connections, he provides in-depth securities legal and business expertise to the Issuer.
- Position at Issuer: President and Director
- Municipality of Residence: Prince George, BC
- Email Address: N/A
- Principal Occupation for the Last Five Years: Geologist
About:
Mr. Reagan Glazier is President and a Director of Lodestar and has worked in the global mining sector across a variety of commodities and jurisdictions for 10 years with experience in exploration and project development.
Early in his career, Mr. Glazier managed exploration projects overseeing operations for a variety of juniors, working in multidisciplinary settings within challenging conditions presented in the Northern British Columbia and Yukon environments. He currently sits on the Board of Directors for Freegold Ventures Ltd. and obtained a Bachelors of Science with a major in Geology from the University of Calgary.
All Team Members & Relevant Parties
William Murray
Michael Woods
Reagan Glazier
News & Updates
122 Investors Needed
Offering up to 1,666,666 Special Warrants at $ 0.15
Minimum Investment: $75
48 Days Remaining
28 Investors (Seeking 150)
This project will only be financed if at least $5,000 is raised by Nov 13, 2020
Note: All funds are expressed in Canadian dollars.