Full legal name: Brayden Hobbs
Municipality of residence: Vancouver, BC
Position at issuer: Director and CEO
Principal occupation for the last five years: Consultant
Expertise, education, and experience that is relevant to the issuer’s business: Senior Associate, Audit & Assurance, BDO Canada LLP; Manager, Audit & Assurance, Private Markets & Early Capital Markets, Deloitte UK LLP; Director of Finance, Woodbridge Homes; Manager, Audit & Assurance, BDO Canada LLP; Associate, Industrial Sales and Leasing, Frontline Real Estate
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: April 10, 2019 at $0.0001
Percentage of the issuer’s securities held as of the date of this offering document: 7%
(a): has ever, pled guilty to or been found guilty of:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Launch Crowdfunding Corp. (Launch Portal)
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British Columbia
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any: n/a Type Of Securities Being Issued
Type of securities being offered: Special Warrants
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights: N/A Offering Details
Total Amount ($)
Total number of eligible securities issuable
Minimum offering amount
Maximum offering amount
Price per eligible security
Price per flow-through share
Minimum investment amount per purchaser: $100.00
NOTE: 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. Issuer’s Business
Details about the issuer’s industry and operations:
The principal business of Avalon is the identification and evaluation of businesses or assets with a view to executing an acquisition of merit. Avalon currently does not have any commercial operations and has no assets other than a minimum amount of cash. Until completion of the offering, Avalon’s sole business will be the identification and evaluation of potential business transactions.
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).
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 at 1080-789 West Pender Street, Vancouver, BC V6C 1H2 or by requesting a copy of them by email from email@example.com.
Avalon currently has 14,000,000 common shares outstanding. There are no other outstanding securities.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
Avalon raised $25,000 during its founders round with such funds being used for general and administrative expenses.
Avalon has also issued shares to management and other service providers as a debt settlement for invoices.
Description of intended use of funds listed in order or priority
Total amount ($)
Assuming minimum offering amount
Assuming maximum offering amount
General Working Capital
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:n/a
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
Portal Fee: A Portal fee of 9.9% of the aggregate amount of actual gross proceeds raised in the Offering shall be payable upon each date funds are released to Issuer. Additional Compensation: Issuer shall issue 100,000 Common Shares to Launch Portal.
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 a 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.
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.
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.
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:
Brayden Hobbs, Chief Executive Officer
Jul 11, 2019
Full name of the issuer:
1200164 B.C. LTD DBA “Avalon West Acquisitions”