Presented by Chad Williams

Transcription

1 Presented by Chad Williams

2 disclaimer The material in this presentation has been prepared by Red Cloud Klondike Strike Inc. ( Red Cloud ) and is general background information current as at the date of this presentation. This information is given in summary form and does not purport to be complete. Red Cloud believes that the information provided is reliable, however, it does not warrant that it is accurate and persons relying on the information do so at their own risk. Any opinions or analysis contained in this publication may be subject to change and Red Cloud does not undertake to advise the reader of such changes. Information in this presentation should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice. All securities and financial product or instrument transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk. Red Cloud Klondike Strike Inc. is registered as an Exempt Market Dealer in Canada. Although Red Cloud has an association with North Capital, a FINRA registered broker/dealer, US investors are not yet permitted to participate in offerings posted on the platform. 02

3 equity crowd funding for mining: key take-aways The internet has changed everything it s even started changing the way mining companies issue securities Crowd funding (i.e. the online issuance of securities) is a win, not a threat, for issuers, investors, capital providers, and regulators Demographic changes will create increased demand by investors for online products 03

4 the redcloudks service matrix: dedicated to mining financing m & a ideas marketing strategy Conventional Equity Financing Equity Crowdfunding Non-Traditional Debt Equity Syndicate Management Strategic Corporate Introductions Private Equity Alternative Financing Options Idea Generation Project Screening Pro-Forma Analysis No-Names Inquiries Transaction Support Asset Divestiture RCKS Talk Mining Focused Unique Investment Ideas Timely Updates Company, Industry, & Commodity Analysis Deal & Non-Deal Roadshows Investor Updates Institutional & Retail Investor Feedback Conferences Themed Lunch Presentations Media Relationships Site Visits & Corporate Events Corporate Strategy Press Release Messaging Corporate Presentations Comparable Company Analysis Board Meeting Preparation People Search 04

5 definition Equity Based Regulated Crowdfunding: Is the aggregation of small amounts of capital from a large number of people made possible via the internet in order to fund a business 05

6 different types of crowdfunding 01 Reward Contributors receive a predefined service or product in return for their contribution. 02 Donation Funds are collected for a publicly disclosed initiative but there is no financial return. 03 Lending Investors are repaid with interest for their investment over a period of time. 04 Regulated Investors receive securities in a company.

7 online investing Is global +17 countries have equity crowdfunding portals. Source: Marketwired.com- Crowdfunding Market Grows 167% in 2014 * Crowdfunding is a blanket term used to categorize and group different forms of online financing platforms

8 reshaping mining investment: online investment platform 01 Investors get access 04 Change and innovation 02 Issuers get access 05 Exempt market dealer 03 Due diligence by professionals 06 Always free for investors 08

9 regulatory environment: united states Jumpstart Our Business Startups (JOBS) Act, Obama signs into law Apr JOBS Act - Title II, Sept 2013: allows public advertising, but only accredited investors JOBS Act - Title III, May 2016: Accredited & non-accredited investors Issuers may raise USD $1M in 12 month period Must use funding portals regulated by SEC and FINRA USA tangled in state rules on top of federal exemptions, but feds have power to override states in certain situations. Fix Crowdfunding Act (HR 4855), proposed to fix 5 issues with Title III rules Passed in June 2016, but heavily amended. No change approved with respect to issuer/investor caps, potential portal liability and/or the ability of issuers to test the waters. 09

10 regulatory environment: canada Crowdfunding Exemptions are not harmonized and vary considerably No national securities regulator everything managed at provincial level Two crowdfunding specific exemptions: Start-Up Crowdfunding Exemption (May 2015 BC, SK, MB, QU, NB, and NS) Integrated Crowdfunding Exemption (Jan MB, ON, QU, NB, and NS) Offering memorandum exemption NI , permits via equity crowd funding platforms: Non-accredited investment of CAD $2.5K (single), $10K (annual) 010

11 fresh investor potential Traditional Financings (number of individuals) Example: Canada 1.4 M 20X more non-accredited than accredited investors. RedCloud KS Traditional financing methods focus only on a small subset (friends & insiders) of the accredited group M Non-Accredited Invstors Accredited Invstors 11

12 equity crowdfunding platforms: challenges * Must * Highly * New change habits regulated environment platform/technology 012

13 recent statistics united states crowd funding: Q1/ campaigns were filed with the SEC and $7.2 million of capital was committed On average, each campaign has 145 backers (investors) investing $810 which is 10X donation/reward Number of days to reach $1 million has fallen from mid 20s to 8 Median offering is $50,000 Top capital committed by sector: Wine & Spirits Tech Hardware Entertainment/media Food/Beverage Real Estate Source: CrowdCapAdviser 013

14 innovation & technology adoption Rate of technological change has accelerated drastically in 100 years Emergence of internet, social networking platforms, viral messaging drive acceleration 014

15 shifting demographics Digital Natives Often called millennials Children raised in a digital, media-saturated world Native speakers of the digital language of computers, viral video, social media and other online platforms Digital Immigrants In North America, those born prior to 1980 Find it difficult to keep up with speed of technology adoption Digital Intermediates Middle ground Started using digital technology in their teens The time required to train each category on new technology is about the same 015

16 shifting demographics millennials are largest group Millions 120 Millennials (1980 >2004) but are less invested in stocks Homeland Generation (2005 >Present) Generation X (1965 >1980) 60 Baby Boomers (1945 >1964) 75 Silent Generation (1945 >1964) 60% 50% 52% 46% 0 1>10 11>35 36>50 51>70 71> % Age 30% 23% 28% 20% 10% 7% 15% 16% 13% yet more likely to participate in online financing 0% Cash Fixed Income Stocks Other Millennials Non-Millennials Source: Goldman Sachs, Gallup 50% 45% 40% 35% 30% 25% 47% 30% Participation in crowdfunding and similar online financing platforms (next 12 months) 20% 15% 10% 5% 17% 10% 6% 13% 2% 4% 0% Millennials Gen-X Boomers Other Have given Likely to give 016

17 investors how it works: 24/7 Register as an investor Initiate Investment in a selected opportunity Browse & Research Complete online investment form posted opportunities Documents Delivered share certificates are distributed to each investor Money Is Transferred and held in trust until the deal closes Financing Closes when the indicated minimum or maximum investment has been reached

18 issuer how it works: 24/7 Register as an issuer Due Diligence Review Legal Docs Documents Gathering/Upload Marketing social media, corporate materials, road shows Financing Closes when the minimum or maximum investment set is reached or when chosen for alternative reasons Money Transferred To Issuer the money is transferred to the company, minus transaction fees, and share certificates are delivered to new shareholders Launch Financing will be posted on the platform for days

19 sample recent mandates C$1.0M C$3.0M C$7.7M C$2.0M C$0.8M C$2.3M C$2.3M Aug 2016 Lead Selling Agent on financing Aug 2016 Selling Agent on financing Aug 2016 Lead Selling Agent on bought deal Jul 2016 Lead Selling Agent on financing Jun 2016 Lead on bridge loan Jun 2016 Lead Selling Agent on financing Jun 2016 Selling Agent on financing C$2.2M C$0.4M C$10.8M Undisclosed C$40.0M US$10.6M C$7.5 million Jun 2016 Co-Lead on financing May 2016 Lead on financing Apr 2016 Co-Lead on financing 2016 Strategic Advisor on M&A Feb 2016 Strategic Advisor Option Agreement with BHP Billiton Ltd. Jan 2016 Strategic Advisor on financing Feb 2016 Strategic Advisor on acquisition of Salt Lake Mining Ltd. C$3.6 million C$20 million C$31.6 million C$38.5 million + 12 additional deals with an aggregate value of over $1.5 billion. Dec 2015 Broker on flow-through financing Sept 2015 Strategic Advisor on acquisition of Temex Resources Corp. Apr 2015 Strategic Advisor on acquisition of Soltoro Ltd. Jan 2015 Strategic Advisor on bought deal financing 019

20 conclusions Mining companies have started to issue securities online The online issuance of securities is a positive for the entire mining ecosystem Demographics will drive increased demand for online products 020

21 our contacts Red Cloud Klondike Strike Inc. is an exempt market dealer focused on providing unique and innovative financing alternatives, growth opportunities, and market exposure for select mining companies. The Red Cloud Klondike Strike Inc. team has a mix of technical and financial expertise with over 100 cumulative years of combined mining and corporate finance experience. Working as an extension of management, the Red Cloud Klondike Strike Inc. team uses its global network of mining and capital markets professionals and extensive in-house experience in the many facets of the mining business to help companies identify sources of capital and quality actionable merger, acquisition and divestiture opportunities, and to generate and maintain important relationships with key investors. Red Cloud Klondike Strike Inc. s signature online investment platform offers a unique alternative method of accessing capital for mining companies. It enables investors to directly participate in security offerings of companies selected by RedCloudKS experienced team and provides companies access to a fresh pool of investors in a streamlined and secure online process. address 79 Wellington St. W. Suite 1630, PO Box 148, Toronto ON., M5K 1H1 come visit us! online Info@RedCloudKS.com 21