Nice reading... :) johnnycomelately9 Thursd
Post# of 9903
Posted On: 06/28/2014 7:59:28 PM
Re: energy_wave #4679
Nice reading... 
johnnycomelately9 Thursday, 06/05/14 06:18:36 AM
Re: myround0 post# 43935
Post # of 45187
Luckily I've read the CEO's plans and listened to his radio interview when that gem was provided. 1ST off, what is Canwealth Minerals?
Quote:
We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(
of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
3
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
So what are the short term goals?
Quote:
Our short term goals include continuing to seek out properties for staking mining claims, hiring a chief geologist and a mining engineer and, under the guidance of our chief geologist and mining engineer, performing Phase 1 drilling for core samples on our current mining claims. The focus is to develop a mining plan in which the current resources are best used to bring the most value to the Company. Our actual approach will be highly contingent on the findings and recommendations of our geologist and mining engineer. Depending on such findings and recommendations, we estimate that our short-term goals will cost approximately $1,100,000-$1,500,000, which we expect to fund with the proceeds of this offering and, if necessary and to the extent available, additional funding from outside investors. This aggregate cost is comprised of the following estimated amounts: geological team: $200,000 – 300,000 per year; drilling/exploration: $600,000 – $800,000; administrative costs: $200,000 – 300,000; and assay reports and laboratory services: $100,000.
Wouldn't you say that those goals are getting covered? What about mid-term?
Quote:
As we grow and build our name in our industry, we anticipate seeking partnerships with other mining companies in order to move into full scale mining projects. It takes significant capital to move into this phase in the mining industry, and we realize it will be a huge undertaking to develop all the properties we currently own without outside assistance. We believe it is better to be part of a successful venture by sharing what we currently own, as bringing in other expertise and resources will speed the process. This will elevate our Company to new levels by becoming a known supplier to the world of natural resources, both on the open markets and to users of such materials like lithium or barium, which cover the electronics industry, medicine, military and many other industries. Since the scope and direction of our mid-term goals will be highly contingent on the recommendations of our geological team and the scale of the mining projects and joint ventures, if any, we ultimately pursue based on our mining partnerships, it is difficult to estimate the cost to achieve our mid-term goals at this time; however, we expect the cost to be substantial and require significant capital. We expect to fund our mid-term goals with the remaining proceeds of this offering, if any, and additional funding from outside investors, if necessary and to the extent available.
If that's the case then what's the end game? Where is our subsidy trying to go?
Quote:
Our long-term goal is to develop different branches to our operations, including building a consulting division which will help other start-up companies looking to break into the mining industry. We feel that once we master the knowledge and experience of building a mining company, we will want to work with others, and thereby become the go-to entity for startups. We believe that, if our business plan is carried out as intended, we will be well positioned to become their initial partners and help these companies attain their goals.
Canwealth Mining Claims – Acquisition and Retention of Title
Each of our mining claims that we intend to explore, which are listed on Annex A attached to this prospectus, were initially acquired by an agent of Canwealth, who subsequently transfers the mining claims to us. In order to retain title to each mining claim, we are required, within the two-year claim term, to either spend at least CAD1,200 per claim on exploration of the property underlying the claim, or make a CAD1,200 cash payment to the MNR (or, where applicable, an amount equal to the difference between CAD1,200 and the cost of the exploration work performed on the property underlying the claim). Any amount in excess of CAD1,200 disbursed to perform exploration work on the property may be applied to subsequent terms of the claim. The expiration date, prior to which we must spend at least CAD1,200 on exploration, with respect to each of our mining claims is set forth in Annex A, which is attached to this prospectus. Failure to spend the required exploration costs with respect to any claim prior to its expiration date would cause the claim to lapse and we would risk losing our rights to such claim permanently if our agent is not able to re-acquire the claim on our behalf.
We previously held approximately 260 claims for which we paid our agent CAD56 per claim. Many of those claims lapsed, resulting from our inability to perform the requisite exploration work within the initial two-year term due to a lack of sufficient funding. The Company elected not to re-acquire many of these mining claims because the land underlying certain claims on mineral properties was designated for other uses by the Quebec government which prohibited or significantly restricted mining activities, or because the Company otherwise believed that exploration of such property was not desirable. On August 26, 2013, our agent acquired 140 of the lapsed mining claims and transferred such claims to us for an aggregate purchase price of CAD14,000, which amount was paid by issuing a promissory note to our agent. Such promissory note is non-interest bearing and matures on August 26, 2014. On November 1, 2013, our agent acquired and transferred to us 22 mining claims (including five previously lapsed mining claims of ours) for an aggregate purchase price of CAD2,200, which amount was paid by issuing a promissory note to our agent. Such promissory note is non-interest bearing and matures on November 1 , 2014. As a result of the foregoing, we currently own 179 mining claims that we intend to explore with respect to six mineral properties.
Accordingly, to date we have paid, by cash or promissory note, approximately CAD31,000 to acquire, and in some cases re-acquire, our mining claims. In order for us to comply with the requirement to spend at least CAD1,200 per claim on exploration costs, we will be required to spend at least an additional CAD214,800 in the aggregate on exploration costs with respect to our 179 current mining claims.
Each of our mining claims is a lode claim, entitling us to the minerals within the rocks on the properties subject to our mining claims. No mining leases or other permits are required at the present time because of the early stage of exploration by Canwealth. We expect that our future exploration activities will likely require us to obtain mining leases, but the requirement for, and the scope of, any such mining leases or other permits will be contingent on the findings and recommendations of our geological team. At this early stage, we have not yet identified any current holders of non-mining rights with respect to the parcels of land on which we have mining rights or the extent of permissions or approvals, if any, required from any such holders with respect to our future exploration or mining activities on such land.
So how will we raise funds for this exploration?
Quote:
We are selling up to 15,000,000 shares of our common stock, par value $0.0001 per share.
This is our initial public offering, and no public market currently exists for our common stock. Upon completion of this offering, we will attempt to have our common stock quoted on the Over-the-Counter Bulletin Board, or the OTC. To be quoted on the OTC, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangements with any market makers to quote our shares, and there is no guarantee that our shares will ever be quoted on the OTC.
The offering is being made on a self-underwritten, “best efforts” basis. The shares will be sold on our behalf by our Chief Executive Officer, Garth McIntosh. He will not receive any commissions or proceeds for selling the shares on our behalf. There is no minimum number of shares required to be purchased by each investor.
All of the shares being registered for sale hereby will be sold at a price per share of $1.00 for the duration of the offering. Assuming all shares being offered are sold, we will receive $15,000,000 in gross proceeds. There is no minimum amount we are required to raise from this offering and any funds received will be immediately available to us. There is no guarantee that this offering will successfully raise enough funds to institute our business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.
So for those of you who are saying this is a scam, I say, do some DD? Initially this was the original writing from last July:
http://www.nasdaq.com/markets/ipos/filing.ash...id=8976082
Thankfully it was re-submitted in November at $1.00 per share. Take a look at both links and you'll see the major difference and the value and worth of the extra time it took to re-submit:
http://www.nasdaq.com/markets/ipos/filing.ash...id=9203760
So what is Canwealth's stock going to look like after it goes public and trades for 180 days? Remember ICBT owns 60.9%:
Quote:
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
The price per share to be paid by investors in this offering will be significantly greater than the price per share paid by our existing shareholders. The difference between our initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering constitutes dilution to investors in this offering. Our net tangible book value per share is determined by dividing our net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of common stock.
Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following table illustrates the dilution to shares held by new investors in the offering.
Offering price per share
$ 1.00
Net tangible book value per share before offering
$ (0.0039)
Pro forma net tangible book value per share after offering
$ 0.2251
Increase to existing shareholders in net tangible book value per share after offering
$ 0.2290
Dilution per share to new investors in the offering
$ 0.7749
The following table summarizes, as of September 30, 2013, the difference between the number of shares of common stock purchased from us, the total cash consideration paid and the average price per share paid by existing stockholders of common stock and by the new investors purchasing shares in this offering. The table below assumes the sale of the 15,000,000 shares offered in this prospectus at an assumed initial public offering price of $1.00 per share and before any deduction of estimated offering expenses.
Shares Purchased
Total Consideration
Average
Price
Per Share
Amount
Percent
Amount
Percent
Original Stockholders
50,769,231
77
%
$
4,417
0.03
%
$
0.0001
Public Stockholders
15,000,000
23
%
$
15,000,000
99.97
%
$
1.00
Total
65,769,231
100
%
$
15,004,417
100.00
%
$
0.2281
Bottom-line: there is much debate about the future but it's easy to see that ICBT PPS is going up because it's easy to see that Canwealth is moving towards being publicly traded. People can call Garth names but he's a shareholder in ICBT and ICBT owns 60.9% of Canwealth, so doesn't common sense tell us that he wants PPS of ICBT higher? Think about that the next time someone tells you Garth is a scam artist who doesn't care about ICBT shareholders and using them as an atm. I think the opposite and see him making loans on our behalf, expect shares to gain new highs. Good luck all shareholders.
Quote:
Mr. Garth McIntosh, our Chairman of the Board, Chief Executive Officer and President, is also a majority shareholder of ICBS Ltd., which is our largest shareholder. As of September 30, 2013 and December 31, 2012, we have taken loans from our shareholders of $67,672 and $80,474, respectively. No formal repayment terms or arrangements existed. The above loans are non-interest bearing and payable on demand.
ICBS Ltd. has given a loan to us and also transferred assets to us worth $46,644 (net of sale to ICBS Ltd. of $5,334 during the nine months ended September 30, 2013) as of September 30, 2013. As of September 30, 2013, we acquired intangible assets of $23,688 through loans from related parties.
Lastly, let me share the plan distribution of the subsidy? No hidden shares or knowledge am I trying to hide, I'm showing what I've found, the entire Canwealth Share plan of distribution so you can know what you're potentially buying into. Add it all up yourself. I've done my own dd and have ICBT's and Canwealth's future values well over the current ICBT market cap of 1.35m, that's why I've bought all that I can in the trips and looking for more, hope it pays for all of us longs.
Quote:
PLAN OF DISTRIBUTION
We are offering to the public up to 15,000,000 shares of common stock, at an assumed offering price of $1.00 per share. This is our initial public offering, and no public market currently exists for our shares. The offering price may not reflect the market price of our shares after the offering. There has been no arrangement to place funds in an escrow, trust, or similar account.
Upon acceptance of a subscription for shares, our transfer agent will issue the shares to the purchasers. We may continue to offer shares for an indefinite period of time after commencement of this offering or until we have sold all of the shares offered in this prospectus. During the offering period, no subscriber will be entitled to any refund of any subscription.
We will sell the shares primarily through our President and Chief Executive Officer, Garth McIntosh, who may be considered an underwriter as that term is defined in Section 2(a) (11). Mr. McIntosh will not receive any commission in connection with the sale of shares, although we may reimburse him for expenses incurred in connection with the offer and sale of the shares. Mr. McIntosh intends to sell the shares being registered according to the following plan of distribution:
§
Shares will be offered to friends, family and other associates of Mr. McIntosh through personal contacts; there will be no direct mail or advertising associated with this offering; and
§
Shares will be offered to individuals who have expressed interest to Mr. McIntosh in regards to investing in a start-up venture.
Mr. McIntosh will be relying on, and complying with, Rule 3a4-1(a) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sales of the shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a), he must be in compliance with all of the following:
§
he must not be subject to a statutory disqualification;
§
he must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
§
he must not be an associated person of a broker-dealer;
§
he must primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of Canwealth otherwise than in connection with transactions in securities; and
§
he must perform substantial duties for Canwealth after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.
Mr. McIntosh will comply with the guidelines enumerated in Rule 3a4-1(a). Neither Mr. McIntosh, nor any affiliates will be purchasing shares in the offering.
Since there is no active trading market for these securities, we will sell at a stated fixed price until securities are quoted on the OTC.
You may purchase shares by completing and manually executing a subscription agreement and delivering it with your payment in full for all shares, which you wish to purchase, to our offices. Your subscription shall not become effective until accepted by us and approved by our counsel. Acceptance will be based upon confirmation that you have purchased the shares in a state providing for an exemption from registration. Our subscription process is as follows:
§
a prospectus, with subscription agreement, is delivered by Canwealth to each offeree;
32
§
the subscription is completed by the offeree, and submitted with check to Canwealth where the subscription and a copy of the check is reviewed by securities counsel;
§
each subscription is reviewed by counsel for Canwealth to confirm the subscribing party completed the form, and to confirm the state of acceptance;
§
once approved by counsel, the subscription is accepted by Mr. McIntosh, and the funds deposited into an account labeled: Canwealth Minerals Corporation, within four (4) days of acceptance;
§
subscriptions not accepted will be are returned with the check un-deposited within 24 hours of determination of non-acceptance.
Penny Stock Rules
You should note that our common stock is a penny stock covered by Rules 15g-1 through 15g-6 and 15g-9 promulgated under the Exchange Act. Under those Rules, a “penny stock” is generally defined to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Those Rules impose additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth (excluding the individual’s primary residence) in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The Rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the Rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the Rules require that prior to a transaction in a penny stock not otherwise exempt from these Rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these Rules. Consequently, these Rules may affect the ability of broker-dealers to trade our shares of our common stock. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock and may also affect your ability to resell your shares of common stock due to broker-dealer reluctance to undertake the above described regulatory burdens.
Shares Eligible for Future Sale
Upon completion of this offering, there will be 65,769,231shares of our common stock issued and outstanding. The shares purchased in this offering will be freely tradable without registration or other restriction under the Securities Act, except for any shares purchased by an “affiliate” of our Company (as defined under the Securities Act).
Our currently outstanding shares of common stock that were issued in reliance upon the “private placement” exemptions under the Securities Act are deemed “restricted securities” within the meaning of Rule 144 under the Securities Act. Restricted securities may not be sold unless they are registered under the Securities Act or are sold pursuant to an applicable exemption from registration, including an exemption under Rule 144.
In general, under Rule 144, any person (or persons whose shares are aggregated) including persons deemed to be affiliates, whose restricted securities have been fully paid for and held for at least six months from the later of the date of issuance by us or acquisition from an affiliate, may sell such securities in broker’s transactions or directly to market makers, provided, in the case of sales by an affiliate, that the number of shares sold in any three-month period may not exceed the greater of one percent of the then-outstanding shares of our common stock or the average weekly trading volume of our shares of common stock in the over-the-counter market during the four calendar weeks preceding the sale. Sales under Rule 144 are also subject to the availability of current public information about our Company and, with respect to affiliates, certain notice requirements. After one year has elapsed from the later of the issuance of restricted securities by us or their acquisition from an affiliate, such securities may be sold without limitation by persons who are not affiliates under the rule.
33
We are unable to predict with certainty the effect which sales of the shares of common stock offered by this prospectus might have upon our ability to raise additional capital.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 120,000,000 shares, consisting of 100,000,000 shares of our common stock, par value $0.0001 per share, and 20,000,000 shares of our preferred stock, par value $0.0001 per share. Our common stock is registered under Section 12(g) of the Exchange Act.
Common Stock
Voting Right s . A holder of our common stock is entitled to one vote per share on all matters submitted for action by the stockholders. A quorum for the transaction of business at any meeting of the holders of common stock is the majority of the votes of all shares issued and outstanding. All shares of common stock are equal to each other with respect to the election of directors. Our certificate of incorporation does not allow for cumulative voting.
Liquidation . Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities and the preferences of any then outstanding shares of our preferred stock.
Other . The holders of our common stock have no preemptive, subscription, redemption or conversion rights. All issued and outstanding shares of our common stock are fully-paid and non-assessable.
Preferred Stock
Under our certificate of incorporation , the board of directors has the power, without further action by the holders of our common stock, to designate the relative rights and preferences of our preferred stock, and to issue the preferred stock in one or more series as designated by the board of directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may adversely affect the rights and powers, including voting rights, of the holders of our common stock.
We have not designated or issued any shares of our preferred stock to date.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of our experts or counsel have any equity or other interests in the Company.
P.S. Everyone feel free to quote or re-post anything I post here. Us LONGS are a team and we have many enemies trying to weaken our play, know what we own and let's rise together, ICBT
johnnycomelately9 Thursday, 06/05/14 06:18:36 AM
Re: myround0 post# 43935
Post # of 45187
Luckily I've read the CEO's plans and listened to his radio interview when that gem was provided. 1ST off, what is Canwealth Minerals?
Quote:
We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(
of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates. 3
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
So what are the short term goals?
Quote:
Our short term goals include continuing to seek out properties for staking mining claims, hiring a chief geologist and a mining engineer and, under the guidance of our chief geologist and mining engineer, performing Phase 1 drilling for core samples on our current mining claims. The focus is to develop a mining plan in which the current resources are best used to bring the most value to the Company. Our actual approach will be highly contingent on the findings and recommendations of our geologist and mining engineer. Depending on such findings and recommendations, we estimate that our short-term goals will cost approximately $1,100,000-$1,500,000, which we expect to fund with the proceeds of this offering and, if necessary and to the extent available, additional funding from outside investors. This aggregate cost is comprised of the following estimated amounts: geological team: $200,000 – 300,000 per year; drilling/exploration: $600,000 – $800,000; administrative costs: $200,000 – 300,000; and assay reports and laboratory services: $100,000.
Wouldn't you say that those goals are getting covered? What about mid-term?
Quote:
As we grow and build our name in our industry, we anticipate seeking partnerships with other mining companies in order to move into full scale mining projects. It takes significant capital to move into this phase in the mining industry, and we realize it will be a huge undertaking to develop all the properties we currently own without outside assistance. We believe it is better to be part of a successful venture by sharing what we currently own, as bringing in other expertise and resources will speed the process. This will elevate our Company to new levels by becoming a known supplier to the world of natural resources, both on the open markets and to users of such materials like lithium or barium, which cover the electronics industry, medicine, military and many other industries. Since the scope and direction of our mid-term goals will be highly contingent on the recommendations of our geological team and the scale of the mining projects and joint ventures, if any, we ultimately pursue based on our mining partnerships, it is difficult to estimate the cost to achieve our mid-term goals at this time; however, we expect the cost to be substantial and require significant capital. We expect to fund our mid-term goals with the remaining proceeds of this offering, if any, and additional funding from outside investors, if necessary and to the extent available.
If that's the case then what's the end game? Where is our subsidy trying to go?
Quote:
Our long-term goal is to develop different branches to our operations, including building a consulting division which will help other start-up companies looking to break into the mining industry. We feel that once we master the knowledge and experience of building a mining company, we will want to work with others, and thereby become the go-to entity for startups. We believe that, if our business plan is carried out as intended, we will be well positioned to become their initial partners and help these companies attain their goals.
Canwealth Mining Claims – Acquisition and Retention of Title
Each of our mining claims that we intend to explore, which are listed on Annex A attached to this prospectus, were initially acquired by an agent of Canwealth, who subsequently transfers the mining claims to us. In order to retain title to each mining claim, we are required, within the two-year claim term, to either spend at least CAD1,200 per claim on exploration of the property underlying the claim, or make a CAD1,200 cash payment to the MNR (or, where applicable, an amount equal to the difference between CAD1,200 and the cost of the exploration work performed on the property underlying the claim). Any amount in excess of CAD1,200 disbursed to perform exploration work on the property may be applied to subsequent terms of the claim. The expiration date, prior to which we must spend at least CAD1,200 on exploration, with respect to each of our mining claims is set forth in Annex A, which is attached to this prospectus. Failure to spend the required exploration costs with respect to any claim prior to its expiration date would cause the claim to lapse and we would risk losing our rights to such claim permanently if our agent is not able to re-acquire the claim on our behalf.
We previously held approximately 260 claims for which we paid our agent CAD56 per claim. Many of those claims lapsed, resulting from our inability to perform the requisite exploration work within the initial two-year term due to a lack of sufficient funding. The Company elected not to re-acquire many of these mining claims because the land underlying certain claims on mineral properties was designated for other uses by the Quebec government which prohibited or significantly restricted mining activities, or because the Company otherwise believed that exploration of such property was not desirable. On August 26, 2013, our agent acquired 140 of the lapsed mining claims and transferred such claims to us for an aggregate purchase price of CAD14,000, which amount was paid by issuing a promissory note to our agent. Such promissory note is non-interest bearing and matures on August 26, 2014. On November 1, 2013, our agent acquired and transferred to us 22 mining claims (including five previously lapsed mining claims of ours) for an aggregate purchase price of CAD2,200, which amount was paid by issuing a promissory note to our agent. Such promissory note is non-interest bearing and matures on November 1 , 2014. As a result of the foregoing, we currently own 179 mining claims that we intend to explore with respect to six mineral properties.
Accordingly, to date we have paid, by cash or promissory note, approximately CAD31,000 to acquire, and in some cases re-acquire, our mining claims. In order for us to comply with the requirement to spend at least CAD1,200 per claim on exploration costs, we will be required to spend at least an additional CAD214,800 in the aggregate on exploration costs with respect to our 179 current mining claims.
Each of our mining claims is a lode claim, entitling us to the minerals within the rocks on the properties subject to our mining claims. No mining leases or other permits are required at the present time because of the early stage of exploration by Canwealth. We expect that our future exploration activities will likely require us to obtain mining leases, but the requirement for, and the scope of, any such mining leases or other permits will be contingent on the findings and recommendations of our geological team. At this early stage, we have not yet identified any current holders of non-mining rights with respect to the parcels of land on which we have mining rights or the extent of permissions or approvals, if any, required from any such holders with respect to our future exploration or mining activities on such land.
So how will we raise funds for this exploration?
Quote:
We are selling up to 15,000,000 shares of our common stock, par value $0.0001 per share.
This is our initial public offering, and no public market currently exists for our common stock. Upon completion of this offering, we will attempt to have our common stock quoted on the Over-the-Counter Bulletin Board, or the OTC. To be quoted on the OTC, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangements with any market makers to quote our shares, and there is no guarantee that our shares will ever be quoted on the OTC.
The offering is being made on a self-underwritten, “best efforts” basis. The shares will be sold on our behalf by our Chief Executive Officer, Garth McIntosh. He will not receive any commissions or proceeds for selling the shares on our behalf. There is no minimum number of shares required to be purchased by each investor.
All of the shares being registered for sale hereby will be sold at a price per share of $1.00 for the duration of the offering. Assuming all shares being offered are sold, we will receive $15,000,000 in gross proceeds. There is no minimum amount we are required to raise from this offering and any funds received will be immediately available to us. There is no guarantee that this offering will successfully raise enough funds to institute our business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.
So for those of you who are saying this is a scam, I say, do some DD? Initially this was the original writing from last July:
http://www.nasdaq.com/markets/ipos/filing.ash...id=8976082
Thankfully it was re-submitted in November at $1.00 per share. Take a look at both links and you'll see the major difference and the value and worth of the extra time it took to re-submit:
http://www.nasdaq.com/markets/ipos/filing.ash...id=9203760
So what is Canwealth's stock going to look like after it goes public and trades for 180 days? Remember ICBT owns 60.9%:
Quote:
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
The price per share to be paid by investors in this offering will be significantly greater than the price per share paid by our existing shareholders. The difference between our initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering constitutes dilution to investors in this offering. Our net tangible book value per share is determined by dividing our net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of common stock.
Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following table illustrates the dilution to shares held by new investors in the offering.
Offering price per share
$ 1.00
Net tangible book value per share before offering
$ (0.0039)
Pro forma net tangible book value per share after offering
$ 0.2251
Increase to existing shareholders in net tangible book value per share after offering
$ 0.2290
Dilution per share to new investors in the offering
$ 0.7749
The following table summarizes, as of September 30, 2013, the difference between the number of shares of common stock purchased from us, the total cash consideration paid and the average price per share paid by existing stockholders of common stock and by the new investors purchasing shares in this offering. The table below assumes the sale of the 15,000,000 shares offered in this prospectus at an assumed initial public offering price of $1.00 per share and before any deduction of estimated offering expenses.
Shares Purchased
Total Consideration
Average
Price
Per Share
Amount
Percent
Amount
Percent
Original Stockholders
50,769,231
77
%
$
4,417
0.03
%
$
0.0001
Public Stockholders
15,000,000
23
%
$
15,000,000
99.97
%
$
1.00
Total
65,769,231
100
%
$
15,004,417
100.00
%
$
0.2281
Bottom-line: there is much debate about the future but it's easy to see that ICBT PPS is going up because it's easy to see that Canwealth is moving towards being publicly traded. People can call Garth names but he's a shareholder in ICBT and ICBT owns 60.9% of Canwealth, so doesn't common sense tell us that he wants PPS of ICBT higher? Think about that the next time someone tells you Garth is a scam artist who doesn't care about ICBT shareholders and using them as an atm. I think the opposite and see him making loans on our behalf, expect shares to gain new highs. Good luck all shareholders.
Quote:
Mr. Garth McIntosh, our Chairman of the Board, Chief Executive Officer and President, is also a majority shareholder of ICBS Ltd., which is our largest shareholder. As of September 30, 2013 and December 31, 2012, we have taken loans from our shareholders of $67,672 and $80,474, respectively. No formal repayment terms or arrangements existed. The above loans are non-interest bearing and payable on demand.
ICBS Ltd. has given a loan to us and also transferred assets to us worth $46,644 (net of sale to ICBS Ltd. of $5,334 during the nine months ended September 30, 2013) as of September 30, 2013. As of September 30, 2013, we acquired intangible assets of $23,688 through loans from related parties.
Lastly, let me share the plan distribution of the subsidy? No hidden shares or knowledge am I trying to hide, I'm showing what I've found, the entire Canwealth Share plan of distribution so you can know what you're potentially buying into. Add it all up yourself. I've done my own dd and have ICBT's and Canwealth's future values well over the current ICBT market cap of 1.35m, that's why I've bought all that I can in the trips and looking for more, hope it pays for all of us longs.
Quote:
PLAN OF DISTRIBUTION
We are offering to the public up to 15,000,000 shares of common stock, at an assumed offering price of $1.00 per share. This is our initial public offering, and no public market currently exists for our shares. The offering price may not reflect the market price of our shares after the offering. There has been no arrangement to place funds in an escrow, trust, or similar account.
Upon acceptance of a subscription for shares, our transfer agent will issue the shares to the purchasers. We may continue to offer shares for an indefinite period of time after commencement of this offering or until we have sold all of the shares offered in this prospectus. During the offering period, no subscriber will be entitled to any refund of any subscription.
We will sell the shares primarily through our President and Chief Executive Officer, Garth McIntosh, who may be considered an underwriter as that term is defined in Section 2(a) (11). Mr. McIntosh will not receive any commission in connection with the sale of shares, although we may reimburse him for expenses incurred in connection with the offer and sale of the shares. Mr. McIntosh intends to sell the shares being registered according to the following plan of distribution:
§
Shares will be offered to friends, family and other associates of Mr. McIntosh through personal contacts; there will be no direct mail or advertising associated with this offering; and
§
Shares will be offered to individuals who have expressed interest to Mr. McIntosh in regards to investing in a start-up venture.
Mr. McIntosh will be relying on, and complying with, Rule 3a4-1(a) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sales of the shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a), he must be in compliance with all of the following:
§
he must not be subject to a statutory disqualification;
§
he must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;
§
he must not be an associated person of a broker-dealer;
§
he must primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of Canwealth otherwise than in connection with transactions in securities; and
§
he must perform substantial duties for Canwealth after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.
Mr. McIntosh will comply with the guidelines enumerated in Rule 3a4-1(a). Neither Mr. McIntosh, nor any affiliates will be purchasing shares in the offering.
Since there is no active trading market for these securities, we will sell at a stated fixed price until securities are quoted on the OTC.
You may purchase shares by completing and manually executing a subscription agreement and delivering it with your payment in full for all shares, which you wish to purchase, to our offices. Your subscription shall not become effective until accepted by us and approved by our counsel. Acceptance will be based upon confirmation that you have purchased the shares in a state providing for an exemption from registration. Our subscription process is as follows:
§
a prospectus, with subscription agreement, is delivered by Canwealth to each offeree;
32
§
the subscription is completed by the offeree, and submitted with check to Canwealth where the subscription and a copy of the check is reviewed by securities counsel;
§
each subscription is reviewed by counsel for Canwealth to confirm the subscribing party completed the form, and to confirm the state of acceptance;
§
once approved by counsel, the subscription is accepted by Mr. McIntosh, and the funds deposited into an account labeled: Canwealth Minerals Corporation, within four (4) days of acceptance;
§
subscriptions not accepted will be are returned with the check un-deposited within 24 hours of determination of non-acceptance.
Penny Stock Rules
You should note that our common stock is a penny stock covered by Rules 15g-1 through 15g-6 and 15g-9 promulgated under the Exchange Act. Under those Rules, a “penny stock” is generally defined to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Those Rules impose additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth (excluding the individual’s primary residence) in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The Rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the Rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the Rules require that prior to a transaction in a penny stock not otherwise exempt from these Rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these Rules. Consequently, these Rules may affect the ability of broker-dealers to trade our shares of our common stock. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock and may also affect your ability to resell your shares of common stock due to broker-dealer reluctance to undertake the above described regulatory burdens.
Shares Eligible for Future Sale
Upon completion of this offering, there will be 65,769,231shares of our common stock issued and outstanding. The shares purchased in this offering will be freely tradable without registration or other restriction under the Securities Act, except for any shares purchased by an “affiliate” of our Company (as defined under the Securities Act).
Our currently outstanding shares of common stock that were issued in reliance upon the “private placement” exemptions under the Securities Act are deemed “restricted securities” within the meaning of Rule 144 under the Securities Act. Restricted securities may not be sold unless they are registered under the Securities Act or are sold pursuant to an applicable exemption from registration, including an exemption under Rule 144.
In general, under Rule 144, any person (or persons whose shares are aggregated) including persons deemed to be affiliates, whose restricted securities have been fully paid for and held for at least six months from the later of the date of issuance by us or acquisition from an affiliate, may sell such securities in broker’s transactions or directly to market makers, provided, in the case of sales by an affiliate, that the number of shares sold in any three-month period may not exceed the greater of one percent of the then-outstanding shares of our common stock or the average weekly trading volume of our shares of common stock in the over-the-counter market during the four calendar weeks preceding the sale. Sales under Rule 144 are also subject to the availability of current public information about our Company and, with respect to affiliates, certain notice requirements. After one year has elapsed from the later of the issuance of restricted securities by us or their acquisition from an affiliate, such securities may be sold without limitation by persons who are not affiliates under the rule.
33
We are unable to predict with certainty the effect which sales of the shares of common stock offered by this prospectus might have upon our ability to raise additional capital.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 120,000,000 shares, consisting of 100,000,000 shares of our common stock, par value $0.0001 per share, and 20,000,000 shares of our preferred stock, par value $0.0001 per share. Our common stock is registered under Section 12(g) of the Exchange Act.
Common Stock
Voting Right s . A holder of our common stock is entitled to one vote per share on all matters submitted for action by the stockholders. A quorum for the transaction of business at any meeting of the holders of common stock is the majority of the votes of all shares issued and outstanding. All shares of common stock are equal to each other with respect to the election of directors. Our certificate of incorporation does not allow for cumulative voting.
Liquidation . Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities and the preferences of any then outstanding shares of our preferred stock.
Other . The holders of our common stock have no preemptive, subscription, redemption or conversion rights. All issued and outstanding shares of our common stock are fully-paid and non-assessable.
Preferred Stock
Under our certificate of incorporation , the board of directors has the power, without further action by the holders of our common stock, to designate the relative rights and preferences of our preferred stock, and to issue the preferred stock in one or more series as designated by the board of directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may adversely affect the rights and powers, including voting rights, of the holders of our common stock.
We have not designated or issued any shares of our preferred stock to date.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of our experts or counsel have any equity or other interests in the Company.
P.S. Everyone feel free to quote or re-post anything I post here. Us LONGS are a team and we have many enemies trying to weaken our play, know what we own and let's rise together, ICBT
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