LFNT Capital Corp. is engaged in the business of mineral exploration with a focus on precious metals. The Issuer’s current objective is to explore and, if warranted, develop its Skyfire Property, an exploration stage nickel, gold and silver property located in southern, British Columbia. The Skyfire Property consists of 7 contigous registered mineral tenures totaling approximately 1,897 hectares.

The Company has negotiated an option agreement on the Skyfire property, designed the initial exploration work program for the project, and commissioned the preparation of a Technical Report in accordance with National Instrument 43 101 – Standards of Disclosure for Mineral Projects.

LFNT Capital Corp intends to further explore and develop the Skyfire Property by undertaking exploration activities with a view to advancing the project.

Full legal name: Howard Jones

Municipality of Residence: Burnaby, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Consultant

Expertise, education, and experience that is relevant to the issuer’s business:

Howard has extensive experience in financial structuring, and purchases and sales of businesses. Occasionally he has stepped in as an investor to lead a business from one stage to the next. Following 15 years in banking, Howard joined Calgary based Pembina Pipeline Ltd in 1978. Pembina was a company listed on the Toronto Stock Exchange and planned to grow by making acquisitions in the oil patch. As Vice President of Corporate Development, he was instrumental in the early growth phase. Today Pembina Pipeline Corp has an enterprise value of around $26 billion. In 1982 he formed Howard Jones & Associates which, in 1999, transitioned into HJFC. The latter entered into a consulting agreement with Discovery Enterprises Inc. a government funded British Columbia venture capital fund, and the Company sourced and structured many profitable enterprises for this fund. In addition, HJFC has its own stable of private/public clients, mainly in the manufacturing, resource, technology and services sectors.

Full legal name: Shayne Taker

Position held with the issuer: Director
Business address: 750 West Pender Street Suite 401, Vancouver, BC V6C 2T7
Business telephone: (604) 428-7050
Email address: [email protected]

Expertise, education, and experience that is relevant to the issuer’s business:

Contact Person

Full legal name: Shayne Taker
Position held with the issuer: Director
Business address: 750 West Pender Street Suite 401, Vancouver, BC V6C 2T7
Business telephone: (604) 428-7050
Email address: [email protected]

THE ISSUER

Full legal name: LFNT CAPITAL CORP.
Business address: 750 West Pender Street Suite 401, Vancouver, BC V6C 2T7
Business telephone: (604) 428-7050
Email address: [email protected]

Website URL: www.LFNT.ca

Contact Person

Full legal name: Shayne Taker

Position held with the issuer: Director
Business address: 750 West Pender Street Suite 401, Vancouver, BC V6C 2T7
Business telephone: (604) 428-7050
Email address: [email protected]

ISSUER’S BUSINESS

Description:

The Issuer is engaged in the business of mineral exploration with a focus on precious metals. TheIssuer’s current objective is to explore and, if warranted, develop its Skyfire Property, an exploration stage gold property located in Cariboo region of British Columbia. The Skyfire Property consists of 7 contiguous registered mineral tenures totaling approximately 1,897 hectares.

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

The principal business carried on and intended to be carried on by the Issuer is the acquisition, exploration, and development of mineral exploration properties.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years? E.g., Complete testing, find a manufacturer, commence a marketing campaign or buy inventory. What is the proposed timeline for achieving each of the milestones?

The Issuer has negotiated an option agreement on the Skyfire mineral property, designed initial exploration work program for project, and commissioned the preparation of a Technical Report in accordance with National Instrument 43 101 – Standards of Disclosure for Mineral Projects.

What are the major hurdles that the issuer expects to face in achieving its milestones?

There are many risks associated with mineral exploration including, but not limited to:

• Risks inherent in the mineral exploration mining business;
• The substantial capital requirement of the Issuer and ability to maintain adequate capital resources to carry out its business activities;
• Regulatory and environmental risks;
• Regulatory, permit and license requirements;
• Results of exploration activities and development of mineral properties;
• Industry competition;
• Operating hazards and limitations on insurance risk;
• Fluctuations in commodity prices and marketability of minerals;
• Governmental regulation of the mineral resources industry, including environmental regulation;
• The Issuer’s title and interest to its mineral properties may be subject to challenge;
• Funds may not be available to the Issuer on terms acceptable to the Issuer or at all;
• Financing risks and dilution to shareholders resulting from future financing activities;
• Reliance on management and dependence on key personnel;
• Conflicts of interest;
• General market and industry conditions; and The COVID19 pandemic and its shortterm and longterm effects on the global economy.

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

The funds raised by the Issuer will assist the Issuer with securing, exploration and developing the company’s Exploration property.

Has the issuer entered any contracts that are important to its business?

The company has negotiated an Option Agreement on the Skyfire property.

Has the issuer conducted any operations yet?

The issuer has negotiated terms on an option agreement on the Skyfire property and designed an initial work program.

Where does the issuer see its business in 3, 5 and 10 years?

The Issuer intends to further explore and develop it’s the Skyfire Property by undertaking exploration activities with a view to advancing the project.

What are the issuer’s future plans and hopes for its business and how does it plan to get there?

The Issuer intends to further explore and develop the Skyfire Property by undertaking exploration activities with a view to advancing the project.

What is the issuer’s management experience in running a business or in the same industry?

 The issuer’s management team have combined experience of over 25 years in the industry.

Does the issuer have business premises from which it can operate its business?

Yes.

How many employees does the issuer have? How many does it need?

The Issuer does not have any employees. All services are provided by directors and officers.

Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.

Corporation.

Indicate the province, territory, or state where the issuer is incorporated or organized.

British Columbia

Indicate where the issuer’s articles of incorporation, limited partnership agreement, shareholder agreement or

What is the issuers current status of operations:

The issuer: Is in the development stage and does not have financial statements available.

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, describe those securities:

Common Shares – 4,200,000

Special Warrants – 13,600,000

MANAGEMENT

Full legal name: Howard Jones
Municipality of Residence: Burnaby, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Consultant Expertise, education, and experience that is relevant to the issuer’s business: Howard has extensive experience in financial structuring, and purchases and sales of businesses. Occasionally he has stepped in as an investor to lead a business from one stage to the next. Following 15 years in banking, Howard joined Calgary based Pembina Pipeline Ltd in 1978. Pembina was a company listed on the Toronto Stock Exchange and planned to grow by making acquisitions in the oil patch. As Vice President of Corporate Development, he was instrumental in the early growth phase. Today Pembina Pipeline Corp has an enterprise value of around $26 billion. In 1982 he formed Howard Jones & Associates which, in 1999, transitioned into HJFC. The latter entered into a consulting agreement with Discovery Enterprises Inc. a government funded British Columbia venture capital fund, and the Company sourced and structured many profitable enterprises for this fund. In addition, HJFC has its own stable of private/public clients, mainly in the manufacturing, resource, technology and services sectors..
Number and type of securities of the issuer owned: Common Shares – $0.005 – 1,400,000, Special Warrants – $0.02 – 436,750, Special Warrants – $0.05 – 169,500
Date securities were acquired, and price paid for the securities: June 15th – $0.005, July 15th – $0.02, August 15th – $0.05
Percentage of the issuer’s securities held as of the date of this offering document: Common Shares – 33.33%, Special Warrants – 4.46%

Full legal name: Ronald Woo
Municipality of Residence: Vancouver, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Mining Engineer
Expertise, education, and experience that is relevant to the issuer’s business: P.Eng, MBA – Mining Engineer with over 20 years’ experience. Previously: COO for Rover Metals, Project Manager for Ledcor; Technical Services Manager for Western Coal Corp, Senior Mine Engineer for Hunter Dickinson. Currently VP Permitting of Gold Mountain Mining Corp.
Number and type of securities of the issuer owned: N/A
Date securities were acquired, and price paid for the securities: N/A
Percentage of the issuer’s securities held as of the date of this offering document: N/A

Full legal name: Shayne Taker
Municipality of Residence: Port Moody, BC
Position at Issuer: Director
Principal occupation for the last 5 years: Consultant
Expertise, education, and experience that is relevant to the issuer’s business: Graduate from the University of Notre Dame – former professional athlete who transitioned into startups and venture capital in 2015. Mr. Taker specializes in business development and outward messaging for companies in mining, cannabis and technology sectors.
Number and type of securities of the issuer owned: Special Warrants $0.02 – 125,000, Special Warrants $0.05 – 50,000
Date securities were acquired, and price paid for the securities: July 15th – $0.02, August 15th – $0.05
Percentage of the issuer’s securities held as of the date of this offering document: Special Warrants – 1.29%

No Directors or Officers of the Company:

A. Has ever pleaded guilt to or been found guilty of:

a summary conviction or indictable offence under the Criminal Code,

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 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, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

the person’s involvement in any securities, insurance or banking activity,

a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,

C. Is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct.

D. is or has ever been the subject of a bankruptcy or insolvency proceeding, or

E. is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.

CROWDFUNDING DISTRIBUTION

Provide the name of the funding portal the issuer is using to conduct its crowdfunding distribution.

 Launch Crowdfunding Corp.

Indicate all the jurisdictions (Canadian provinces and territories) where the issuer intends to raise funds and make this offering document available.

Alberta, British Columbia and Ontario

 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 first made available on the funding portal);

 90 days after the date of this offering document

TYPE OF SECURITY BEING ISSUED

Securities offered: Special Warrants
The securities offered have the following rights, restrictions and conditions:

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: The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Issuer or (ii) 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. Investors are advised to consult their own legal advisors in this regard.

Tag-along rights: N/A

Drag-along rights: N/A

Pre-emptive rights: N/A

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

Minimum investment amount per purchaser: $50.00

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Omega Pacific Resources Inc. that are raised using other prospectus exemptions.

USE OF FUNDS

Information on the funds previously raised by the issuer: The amount of funds previously raised:
$401,000

How the issuer raised those funds:
Private Placements Financing. 

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:
Section 2.4 (Private Issuer) of National Instrument 45-106 Prospectus Exemptions

How the issuer used those funds:
General and administrative expenses.

Information about funds that will be raised from this crowdfunding distribution:

PREVIOUS CROWDFUNDING DISTRIBUTIONS

For each crowdfunding distribution in which the issuer group and each founder, director, officer, and control person of the issuer group have been involved in the past five years, provide the following information:
The full legal name of the issuer that made the distribution: Bayshore Minerals Inc.

The name of the funding portal:
Launch Crowdfunding Corp.

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:
Successfully closed Nov. 2019

COMPENSATION PAID TO FUNDING PORTAL

Commission, fee or other amount expected to be paid by the issuer to the funding portal for this crowdfunding distribution and the estimated amount to be paid:
It is anticipated that Launch Crowdfunding Corp. will be paid a $4,500 + tax flat fee and will be issued 200,000 Special Warrants (due only if campaign meets minimum investment amount) for facilitating the crowdfunding campaign.

RISK FACTORS 

Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer’s securities.

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) 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 the 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.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

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 additional disclosure, except as may be required under applicable laws.

If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.

As a company formed under the Business Corporations Act (British Columbia) (the “Act”), unless relieved under section 200 of the Act from their obligation to do so, the directors of the Company must, on or before each annual reference date, produce and publish financial statements in respect of the latest completed financial year of the Company.

A British Columbia company must also, subject to subsections 182(2) to (5) of the Act, which allows shareholders to pass consent resolutions in lieu of and defer the holding of a company’s annual general meeting, hold an annual general meeting:

(a) for the first time, no more than 18 months after the date on which it was recognized; and
(b) after its first annual reference date, at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year (s. 182(1)).

The holding of an annual general meeting sets the “annual reference date” for that annual reference period. The next day is the first day of the next annual reference period for the company.

If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:

The number of shareholders party to the agreement: N/A

The percentage of voting shares of the issuer subject to the agreement: N/A

The name of the person acting as a trustee: N/A

Whether the trustee has been granted any additional powers: N/A

Whether the agreement is limited to a specified period of time: N/A

RESALE RESTRICTIONS

“The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.”

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

(a) to cancel your agreement with LFNT Capital Corp. to buy these securities, or

(b) to damages against LFNT Capital Corp. and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two-day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. 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 not later than midnight on the second business day after the funding portal provides you notice of the amendment.

Date and Certificate

On behalf of the issuer, I certify that the statements made in this offering document are true.

Full legal name as it appears in the issuer’s organizing documents:
Shayne Taker, Director

2022-09-05

 Full name of the issuer

LFNT Capital Corp.