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1197641 BC Ltd.

  • $5,000.00

    Funding Goal
  • $17,875.00

    Funds Raised
  • 15

    Days to go
  • Target Date

    Campaign End Method
Raised Percent :
357.50%
Minimum amount is $125 Maximum amount is $125
$
Vancouver, Canada

Jeff Leslie

3 Campaigns | 0 Loved campaigns

See full bio.

Offering Document

Item 1: RISKS OF INVESTING

No securities regulatory authority or regulator has assessed reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offense. This is a risky investment.

Full legal name:  1197641 BC Ltd.   
Head office address: Suite 1260 999 West Hastings Street Vancouver, British Columbia, V6C 2W2
Telephone: 604.336.7081
Website URL: NA
Fax: N/A

Company Contact Person

Full legal name: Patrick Alexander Robinson
Position held with the issuer: Director
Business address: Suite 1260 999 West Hastings Street Vancouver, British Columbia, V6C 2W2
Business telephone:  778-994-8050 
Fax: N/A
Business e-mail: patrickarobinson@zoho.com

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.

A more detailed description of the Issuer’s business is provided below.

Management

Full legal name: Patrick Alexander Robinson
Municipality of residence: B.C
Email address: patrickarobinson@zoho.com
Position at issuer: Director
Principal occupation for the last five years: Investment Advisor

Expertise, education, and experience that is relevant to the issuer's business:
Mr. Robinson is the Managing Partner of the Robinson Sauder family office that administers the investment funds of his family’s various business enterprises. Previously, for 24 years Mr. Robinson led the retail investment advisory operations of BMO Nesbitt Burns Inc. in British Columbia, most recently as Senior Vice-President & Managing Director. Mr. Robinson has been an investment advisor to institutions and individuals throughout his career, with a focus on preserving and growing investment capital. His background includes leading the personal financial planning operations of an international accounting firm, as well as the founding and the sale of a successful business. In addition, Mr. Robinson is active in his community and in the past has served as a trustee on a major trust and endowment fund in Vancouver. Mr. Robinson achieved his designation as a Chartered Accountant from the Institute of Chartered Accountants of British Columbia in 1983 and his Bachelor of Commerce Degree from the University of British Columbia in Vancouver, Canada.

Number and type of securities of the issuer owned: 120 Common Shares

Date securities were acquired and price paid for the securities: 120 @ $1.00 on February 13, 2019

Percentage of the issuer's securities held as of the date of this offering document: 100%

(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: NO
  • A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction: NO
  • A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein: NO
  • An offence under the criminal legislation of any other foreign jurisdiction: NO

(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: NO

(c) is or has been the subject of a bankruptcy or insolvency proceeding: NO

(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: NO

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Synda Ventures Ltd

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): 06/07/2019

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

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote, however each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends or interests (describe any right to receive dividends or interest): Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer. 
Rights on dissolution: All 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 a prospectus being filed that qualifies the special warrants or (ii) on that date that is 4 months from the closing date.
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

Minimum offering amount

5,000

100,000

Maximum offering amount

250,000

5,000,000

Price per eligible security

0.05

 

Minimum investment amount per purchaser: $125

"The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to 1197641 B.C 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:

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 principal business of the Issuer is intending to acquire an asset with the cannabis sector

In this regard, the main goals:

  • To capitalize on the fast growing sector of the cannabis industry through the process of acquiring an existing business within cannabis the sector.
  • To select and introduce a top tier management team who deeply understands the fundamentals of the cannabis industry.
  • To become a competitive company within the recreational and medical cannabis sector 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 of British Columbia.

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

The Issuer’s articles of incorporation can be viewed the head of the issuer.

Issuer's Operations

Has never conducted operations: x
Is in the development stage: 
Is currently conducting operations: 
Has shown profit in the last financial year: 
Financial statements available: No

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 120

Use of Funds

Provide information on all funds previously raised and how they were used by the issuer: N/A

Using the following table, provide a detailed breakdown of how the issuer will use the funds from this start-up crowdfunding distribution. If any of the funds will be paid directly or indirectly to a promoter, director, officer or control person of the issuer, disclose in a note to the table the name of the person, the relationship to the issuer and the amount. If more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred.

Description of intended use of funds listed in order or priority

Total amount ($)

 

Assuming minimum offering amount

Assuming maximum offering amount

Unallocated Working Capital

$2000

$84,000

Acquisition and related due diligence

$2500

$100,000

Portal Fees

$500

$16,000

Total:

$5,000

$250,000

Previous Start-Up Crowdfunding Distributions

The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
The distribution closed successfully: N/A

Compensation Paid To Funding Portal

Describe 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 Synda Ventures Ltd the following fees:

(a) Portal Fee:  A fee (the “Portal Fee”) calculated as 7% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)

(b) Payment Processing Fees:  Fees (the “Processing Fees”) calculated as 0.0% of Offering Proceeds and further $0.00 per each Investor Subscription shall be charged by Synda Ventures Ltd and/or its third-party payment processor and be automatically deducted from the Offering Proceeds.  The Processing Fees are subject to change without notice.

(c) Compensation Warrants:  Synda Ventures will not be compensated with warrants for this offering.

Risk Factors

Business Risk – The Issuer has only very recently started operations and has no history of successful investments.

Systemic Risk – The areas where the Issuer intends to focus its investments are developing at great speed and the technologies are new and changing, and competition is intense. It cannot be known which new companies will be successful and what future government regulations may be imposed or what effects they may have on the companies in which the Issuer invests.

Financing and Dilution Risks – The Issuer will need to raise additional funds to develop its business until the time that it realizes profits from its investments. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financing will be favourable. It will likely sell additional shares to raise needed funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.

Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.

Reporting Obligations

The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.

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. 

 

Company Overview

The principal business of the Issuer is intending to acquire an asset within the cannabis sector.

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.

In this regard, the main goals:

  • To capitalize on the fast growing sector of the cannabis industry through the process of acquiring an existing business within cannabis the sector.
  • To select and introduce a top tier management team who deeply understands the fundamentals of the cannabis industry.
  • To become a competitive company within the recreational and medical cannabis sector providing value and innovation towards optimal growth.

Corporate Team

Full legal name: Patrick Alexander Robinson
Municipality of residence: B.C
Email address: patrickarobinson@zoho.com
Position at issuer: Director
Principal occupation for the last five years: Investment Advisor

Expertise, education, and experience that is relevant to the issuer’s business:
Mr. Robinson is the Managing Partner of the Robinson Sauder family office that administers the investment funds of his family’s various business enterprises. Previously, for 24 years Mr. Robinson led the retail investment advisory operations of BMO Nesbitt Burns Inc. in British Columbia, most recently as Senior Vice-President & Managing Director. Mr. Robinson has been an investment advisor to institutions and individuals throughout his career, with a focus on preserving and growing investment capital. His background includes leading the personal financial planning operations of an international accounting firm, as well as the founding and the sale of a successful business. In addition, Mr. Robinson is active in his community and in the past has served as a trustee on a major trust and endowment fund in Vancouver. Mr. Robinson achieved his designation as a Chartered Accountant from the Institute of Chartered Accountants of British Columbia in 1983 and his Bachelor of Commerce Degree from the University of British Columbia in Vancouver, Canada.

View Patrick’s Bio.

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