1197641 BC Ltd. (Funded)
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.
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.
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:
Head office address:
Company Contact Person
Full legal name:
Position held with the issuer:
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.
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:
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:
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):
The date(s) and description of any amendment(s) made to this offering document if any:
Type Of Securities Being Issued
Type of securities being offered:
The eligible securities offered provide the following rights:
Dividends or interests (describe any right to receive dividends or interest):
Rights on dissolution:
Conversion rights (describe what each security is convertible into):
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:
|Total Amount ($)||Total number of eligible securities issuable|
|Minimum offering amount|
|Maximum offering amount|
|Price per eligible security|
Minimum investment amount per purchaser:
"The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document."
Details about the issuer's industry and operations:
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
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.
Use of Funds
Provide information on all funds previously raised and how they were used by the issuer:
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|
Previous Start-Up Crowdfunding Distributions
The full legal name of the issuer that made the distribution:
The name of the funding portal:
The distribution closed successfully:
Compensation Paid To Funding PortalDescribe the commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
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.
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. 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) The Issuer has only limited funds with which to identify and evaluate potential acquisitions and there can be no assurance that the Issuer will be able to identify a suitable acquisition.
- (g) Even if a proposed transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction.
- (h) 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.
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.
The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
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. >
Full legal name: Patrick Alexander Robinson
Municipality of residence: B.C
Email address: firstname.lastname@example.org
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.
In the news
Please be aware, investments of this nature carry risks to your capital as well as potential returns. Please read our disclaimer before deciding to invest. We also recommend going to Investright, a program of the British Columbia Securities Commission (BCSC).
- Funding Goal: $5,000
- Investment Type: Special Warrants
- Share Price: .05
- Available Shares: 3333333
- Min Investment: $125
- Launch Date: 07-03-2019
- Close Date:
- Funding has closed