A copy of this preliminary prospectus has been filed with each of the British Columbia Securities Commission and the Alberta Securities Commission in the Provinces of British Columbia and Alberta and with the TSX Venture Exchange Inc. but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from each of the British Columbia and Alberta Securities Commissions.
This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by Persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
|Common Shares||Price to Public||Agent’s Commission (1)||Proceeds to Corporation (2)|
|Per Common Share||1||$0.10||$0.01||$0.09|
(1) A commission of $20,000, being 10% of the gross proceeds of the Offering will be paid to the Agent. The Agent will also be paid a corporate finance fee of $7,500 (plus GST) of which $3,750 (plus GST) has been paid. The Agent will be reimbursed by the Corporation for its legal fees and expenses of which $5,000 has been paid, and will be granted the Agent’s Option referred to below. See “Plan of Distribution – Agency Agreement and Agent’s Compensation”.
(2) Before deducting the additional costs of this issue estimated at $56,850 which includes legal and audit fees and other expenses of the Corporation, the Agent’s corporate finance fee, the Agent’s legal fees and disbursements and the listing fee payable to the Exchange. See “Use of Proceeds”.
This Offering is made on a best efforts basis by the Agent and is subject to an aggregate minimum subscription of 2,000,000 Common Shares for total minimum gross proceeds to the Corporation of $200,000. The offering price of the Common Shares was determined arbitrarily by the Directors of the Corporation. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement between the Corporation and the Agent. If the Offering is not fully subscribed for within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by the Agent and the persons or companies who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent.
Pursuant to the Agency Agreement, the Agent will, following the date of the issuance of the Final Receipt, be granted a non-transferable option (the “Agent’s Option”) to purchase 200,000 Common Shares at a price of $0.10 per Common Share expiring 24 months from the date of listing of the Common Shares on the Exchange (the “Listing Date”). The Agent’s Option is qualified for distribution under this prospectus.
This prospectus also qualifies for distribution the options to be granted to the Directors and Officers of the Corporation to purchase up to a total of 350,000 Common Shares. See “Plan of Distribution”, “Description of Securities Distributed” and “Options to Purchase Securities”.
Other than the initial distribution of the Common Shares pursuant to this prospectus, the grant of the Agent’s Option and the grant of the Directors’ Options (see “Options to Purchase Securities”), trading in all securities of the Corporation is prohibited during the period between the date a receipt for the preliminary prospectus is issued by each of the British Columbia Securities Commission and the Alberta Securities Commission (collectively, the “Commissions”) and the time the Common Shares are listed for trading on the Exchange except, subject to prior acceptance of the Exchange, where appropriate registration and prospectus exemptions are available under securities legislation or where the applicable Commission grants a discretionary order.
The Corporation has applied to list its Common Shares on the Exchange. Listing will be subject to the Corporation fulfilling all the listing requirements of the Exchange.
Investment in the Common Shares offered by this prospectus is highly speculative due to the nature of the Corporation’s business and its present stage of development. This Offering is suitable only to those investors who are prepared to risk the loss of their entire investment. See “Risk Factors”.
There is no market through which the Common Shares offered by this prospectus may be sold and purchasers may not be able to dispose of them on a timely basis. Upon completion of this Offering, purchasers will suffer an immediate dilution (based on the gross proceeds from this and prior issues without deduction of selling and related expenses) per Common Share of $0.0287 or 28.7%. The Corporation was only recently incorporated and does not currently own any assets other than cash. The business objective of the Corporation is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction which receives Exchange approval and in the case of a Non Arm’s Length Qualifying Transaction, Majority of the Minority Approval of the Corporation’s shareholders. There can be no assurance that the Corporation will successfully complete any Qualifying Transaction. The Corporation has not commenced the process of identifying potential acquisitions. The Corporation may find that even if the terms of a potential acquisition are economic, the Corporation may not be able to finance such acquisition and additional funds may be required. Since the Corporation has not placed any geographical restrictions on the location of a Qualifying Transaction, such Qualifying Transaction may involve the acquisition of a business located outside of Canada and, as such, investors should be aware that it may be difficult or may not be possible to effect service or notice to commence legal proceedings upon any directors, officers and experts outside of Canada and that it may not be possible to enforce against such Persons or the Corporation, judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada. Where the investment or acquisition is financed by the issuance of Common Shares from the Corporation’s treasury, control of the Corporation may change and shareholders may suffer further dilution of their investment. The Corporation will be in competition with other corporations with greater resources. The Corporation has neither a history of earnings nor has it paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. The Exchange may suspend from trading or delist the Common Shares where the Corporation has failed to complete a Qualifying Transaction within 24 months of the date of listing. The Executive Director of a Commission may issue an interim cease trade order against the Corporation’s securities if the Common Shares of the Corporation are suspended from trading on the Exchange and will issue an interim cease trade order if the Corporation is delisted from the Exchange. In addition, delisting of the Common Shares will result in the cancellation of all or a portion of the Common Shares of the Corporation owned by Insiders, as hereinafter defined, issued prior to this Offering. Investors must rely solely on the expertise of the Corporation’s Promoters, as hereinafter defined, Directors and Officers for any possible return on their investment. The Corporation’s Promoters, Directors, Officers and Control Persons, as hereinafter defined, and their Associates, as hereinafter defined, and Affiliates, as hereinafter defined, as a group, beneficially own or control, directly or indirectly, 2,700,000 Common Shares, which represents 100% of the issued and outstanding Common Shares before giving effect to this Offering and will own approximately 57.4% of the issued and outstanding Common Shares after giving effect to this Offering. The Directors and Officers of the Corporation will only devote part of their time to the affairs of the Corporation and there are potential conflicts of interest to which some of the Directors and Officers of the Corporation will be subject in connection with the operations of the Corporation. See “Capitalization”, “Business of the Corporation”, “Directors, Officers and Promoters”, “Use of Proceeds”, “Conflicts of Interest” and “Risk Factors”.
This Offering is subject to the CPC Policy and the securities laws of the Provinces of British Columbia and Alberta. Pursuant to the CPC Policy, no purchaser of the Common Shares is permitted to directly or indirectly purchase more than 2% or 40,000 of the total Common Shares offered under this prospectus. In addition, the maximum number of Common Shares that may directly or indirectly be purchased by that purchaser, together with any Associates or Affiliates of that purchaser, is 4% or 80,000 of the total number of Common Shares offered under this prospectus. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that share certificates for the Common Shares evidencing the Common Shares in definitive form will be available for delivery on the Closing Date.