The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
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0001443989 |
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Name of Issuer | |||||||||||||||
MBAC OPPORTUNITIES & FINANCING INC | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
ONTARIO, CANADA | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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MBAC OPPORTUNITIES & FINANCING INC | |||
Street Address 1 | Street Address 2 | ||
Suite 1900, 120 Adelaide Street West | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
Toronto | A6 | M5H 1T1 | 416-869-5407 |
3. Related Persons
Last Name | First Name | Middle Name |
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Marrone | Peter | |
Street Address 1 | Street Address 2 | |
150 York Street, Suite 1102 | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | A6 | M5H3S5 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Silva | Antenor | |
Street Address 1 | Street Address 2 | |
Mineracao Santa Elina Inc., E. Com. S/A, | Rua Funchall, 411-13 andar, Conj. 133 | |
City | State/Province/Country | ZIP/PostalCode |
Sao Paulo | D5 | 04551-060 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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McKnight | Greg | |
Street Address 1 | Street Address 2 | |
150 York Street, Suite 1102 | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | A6 | M5H3S5 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Bizzi | Luiz | Augusto |
Street Address 1 | Street Address 2 | |
SHIN Q1 08, conjunto 10, casa 24 | ||
City | State/Province/Country | ZIP/PostalCode |
Brasilia | D5 | 71520-300 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Braga Filho | Carlos Eduardo | da Silva |
Street Address 1 | Street Address 2 | |
1930, Av. Dr. Guilherme Dumont Villares | Apt 24 | |
City | State/Province/Country | ZIP/PostalCode |
Sao Paulo | D5 | 05640-003 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Cina | Antonio | |
Street Address 1 | Street Address 2 | |
85 Millrun Crescent | ||
City | State/Province/Country | ZIP/PostalCode |
Woodbridge | A6 | L4H1A3 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Burleton | Stephen | Anton |
Street Address 1 | Street Address 2 | |
16 Bell Royal Ct. | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | A6 | M9A4G6 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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da Silva | Leonardo | Marques |
Street Address 1 | Street Address 2 | |
Rua 10 numero 269 apartamento 1201 | setor oeste | |
City | State/Province/Country | ZIP/PostalCode |
Goiania | D5 | 74120-020 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
Decline to Disclose | Decline to Disclose | |||
X | Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) | Rule 505 | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(i) | X | Rule 506 | ||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(ii) | Securities Act Section 4(5) | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(iii) | Investment Company Act Section 3(c) | |||||||||||||||||||||||||||||||||||
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7. Type of Filing
X | New Notice | Date of First Sale | 2009-11-23 | First Sale Yet to Occur | |||||
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | Pooled Investment Fund Interests | ||
Debt | Tenant-in-Common Securities | ||
X | Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) | |
Subscription receipts entitling holders to receive common shares |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
Sub. receipts will be automatically exercised for shares immediately prior to the reverse takeover by Sandwell Mining Ltd.11. Minimum Investment
Minimum investment accepted from any outside investor | $0 | USD |
12. Sales Compensation
Recipient |
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Canaccord Capital Corporation | None | ||||||
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Canaccord Adams Inc. | 1020 | ||||||
Street Address 1 | Street Address 2 | ||||||
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Brookfield Place | Suite 3000, 161 Bay Street | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Toronto | A6 | M5J2S1 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $10,651,509 | USD |
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Total Amount Sold | $10,651,509 | USD | ||||
Total Remaining to be Sold | $0 | USD |
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Clarification of Response (if Necessary):
Cdn. $11,150,000 converted to U.S. dollars at an exchange rate of U.S. $1.00 = Cdn. $1.0468.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $532,575 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
USD$266,288, or 50% of the Sales Commissions was paid on Dec. 2, 2009 (closing of offering). The balance is held in escrow and will be paid when all conditions of the completion of the amalgamation are satisfied.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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MBAC Opportunities & Financing Inc | /s/ Antonio Cina, C.A. | Antonio Cina, C.A. | CFO | 2009-12-07 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.