I SOLSTAR CAPITAL FUND OFFERING MEMORANDUM SUMMARY of the OFFERING the Following Information Is a Summary Only and Is Qualified
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SOLSTAR CAPITAL FUND OFFERING MEMORANDUM SUMMARY OF THE OFFERING The following information is a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Memorandum. DATE: November 22, 2019. THE ISSUER: Solstar Capital Fund (the “Fund”). Name: Head office: 330-1595 Boul Daniel Johnson Phone Number: 579-640-3484 Laval, Quebec H7V 4C2 E-mail Address: [email protected] Trustees Dionissios Baltzis; Geneviève Forget; and Rocco Di Fruscia (collectively, the “Trustees”) Currently listed or quoted: No. These securities do not trade on Reporting issuer: No. any exchange or market. SEDAR Filer: Yes THE OFFERING: Units of the Fund (the “Units”). The Fund will then use the proceeds from the subscription of Units to purchase Class B common non- Securities offered (the voting shares (the “Shares”) of the operating entity, Solstar Pharma Inc. (“Solstar”), a company incorporated under the Business “Offering”): corporations Act (Québec) on February 22, 2017, and having a place of business as 330-1595 boul. Daniel-Johnson, Laval, Quebec, H7V 4C2. For further information regarding the ownership structure and operations of Solstar, please see Section 2.1 - Structure. The Units may be sold in different series (the “Series”) as determined by the Trustees from time to time. Price per Unit: $10.00. Minimum/Maximum Minimum Offering: $250,000 offering: Maximum Offering: $25,000,000 Minimum subscription There is no minimum subscription amount an investor must invest. amount: Payment terms: If you wish to subscribe for Units, you must complete and execute a subscription agreement and all applicable schedules and appendices thereto (“Subscription Agreement”) and any other required document and send the duly completed documents to the Trustees at the head office of the Fund mentioned above. You must also ensure that sufficient funds are available in the account specified in your Subscription Agreement or otherwise deliver payment to the Trustees for the total amount of your subscription by wire transfer (or such other method of payment accepted by the Fund) in accordance with the instructions set out under Section 5.2 - Subscription Procedure. The full amount of your subscription will be held by the Trustees in a separate trust account until midnight on the second business day following the signature of your subscription. This amount will be returned to you in full if you exercise your right to withdraw under Item 11 - Purchasers’ Rights and Item 5 – Securities Offered. Proposed closing date(s): Subscriptions will be received subject to the rights of the Trustees to reject or allot them in whole or in part and subject to the right to close the subscription books at any time without notice. Closings shall occur from time to time during the course of the Offering or on any other date the Trustees determine. Income tax consequences: There are important tax consequences to these securities. See section entitled Income Tax Consequences and RRSP Eligibility. Selling agent(s): It is anticipated that WhiteHaven Securities Inc. (“WhiteHaven”) will act as a selling agent under the Offering. RESALE The holders of Units (“Unitholders”) will be restricted from selling their Units for an indefinite period. See section entitled Item 10 - RESTRICTIONS: Resale Restrictions. However, except in limited circumstances, a Unitholder may generally elect to redeem any or all of his, her or its Units on the last day of any quarter that is not a Saturday, a Sunday or a statutory holiday in Montreal, Québec (a “Business Day”). See Section 5.1.3 - Rights of Redemption. It should be noted that the Trustees’ obligation to make payment of the redemption proceeds in cash is limited to the availability of Fund Property that constitutes liquid assets and that is not otherwise required to satisfy any short- term liability of the Fund. See 5.1.3.3 - Proceeds Payable. PURCHASERS’ The Unitholders may have two Business Days to cancel their agreement to purchase the Units. In addition, if there is a RIGHTS: misrepresentation in this Offering Memorandum, Unitholders may have the right to sue for damages or to cancel the agreement. See Item 11 - Purchasers’ Rights. Conflict of Interest: Canadian provincial and territorial securities laws provide that registered firms such as WhiteHaven and its dealing representatives, may only trade in or advise prospective subscribers with respect to the securities of issuers to which they (or certain parties related to them) are related or connected if they provide certain prescribed disclosures regarding the “connected issuer” status of the issuer of the securities. Prior to trading in such securities or advising their clients, dealers such as WhiteHaven are required to inform their clients of the relevant relationships and connections with the issuer of the securities, which in the case of the Offering detailed in this Offering Memorandum is the Fund. Purchasers should refer to the relevant provisions of applicable securities laws for further details regarding these requirements or consult with a legal advisor. Prospective Unitholders should note that if they purchase Units through WhiteHaven, they will not be purchasing securities from a dealer that is independent of Solstar. Firstly, WhiteHaven is wholly-owned by WhiteHaven Holding Inc., which, as of November 22, 2019, owns 5% of the issued and outstanding shares of Solstar. Secondly, the chief operating officer of WhiteHaven, Athanasios Baltzis, is the brother of the Vice-President and Secretary of Solstar. Lastly, Athanasios Baltzis has also acted as the settlor of the Fund. For further information, see Item 7 - Compensation paid to Sellers and Finders and the disclosure in bold under “Selling Agents” on the cover page of this Offering Memorandum. The Units described in this Offering Memorandum (the “Offering Memorandum”) are being offered on a private placement basis in reliance on exemptions from the requirement to prepare and file a prospectus with securities regulatory authorities. This Offering Memorandum constitutes an offering of Units only in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale. This Offering Memorandum is not, and under no circumstances, is to be construed as, a prospectus or an advertisement for a public offering of these Units. No securities regulatory authority or regulator has assessed the merits of the Units offered in this Offering Memorandum or reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment. See Item 8 - Risk Factors. 316398.00003/103509630.11 i TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS ..................................................................................................................... 1 ITEM 1. USE OF AVAILABLE FUNDS .................................................................................................................. 1 1.1. Funds ............................................................................................................................................................ 1 1.2. Use of Available Funds ................................................................................................................................ 2 1.2.1. Use of available funds by the Fund ..................................................................................................... 2 1.2.2. Use of funds by Solstar........................................................................................................................ 2 1.3. Reallocation ................................................................................................................................................. 3 ITEM 2. BUSINESS OF THE FUND ........................................................................................................................ 4 2.1. Structure ....................................................................................................................................................... 4 2.1.1. The Fund ............................................................................................................................................. 4 2.1.2. The Purpose of the Fund...................................................................................................................... 4 2.1.3. Organizational Flow Chart .................................................................................................................. 4 2.2. Our Business: Commercialization of formulated antimicrobial and/or anti-cancer agents in order to treat antimicrobial-resistant infections and/or various types of cancer ............................................................................. 4 2.2.1. Discovery of a Drug Candidate ........................................................................................................... 5 2.2.2. Organisation and Management of Research and Development ........................................................... 6 2.2.3. Research & Development Projects ...................................................................................................... 8 2.2.4. Helicobacter pylori Project .................................................................................................................. 8 2.2.5. Acute Myeloid Leukemia Research Project ...................................................................................... 11 2.2.6. Synthesis & Development of a new class of