Preliminary Offering Circular dated April 2, 2020

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

BacTech Environmental Corporation

$1,000,000

A Maximum Offering Price between $0.01 and $0.03 per Share*

Minimum Offering: 1,000,000 Shares ($______)

Maximum Offering: 100,000,000 Shares ($______)

This is the public offering of securities of BacTech Environmental Corporation, an Ontario, Canada corporation. We are offering 100,000,000 shares of our common stock, no par value (“Common Stock”), at an offering price of $_______ per share (the “Offered Shares”) by the Company. This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”). The minimum purchase requirement per investor is 1,000,000 Offered Shares ($_________); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

Our Common Stock is traded in the OTCMarket Pink Open Market under the stock symbol “BCCEF.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

* We are relying Rule 253(b) with respect to the determination of the purchase price per share of common stock in this preliminary Offering Circular. We will provide final pricing information in a final or supplemental offering circular at the time of sale of shares of our common stock pursuant to this offering. An Issuer may raise an aggregate of $50.0 million in a 12-month period pursuant to Tier 2 of Regulation A of the Securities Act of 1933, as amended (the “Securities Act”).

Our Board of Directors used its business judgment in setting a value of $_______ per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

TABLE OF CONTENTS

In this Offering Circular, unless the context indicates otherwise, references to “BacTech Environmental Corporation”, “BacTech”, “we”, the “Company”, “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of BacTech Environmental Corporation.

The high, and low closing rates for United States dollars for each of the three years in the period ended December 31, 2019, as quoted by the OTC Markets, were as follows:

On December 31, 2019, the daily rate for United States dollars in terms of the Canadian dollar, as quoted by the Bank of Canada, was US$1.00 = $1.3269.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this offering circular and any accompanying offering circular supplements, which we refer to collectively as the offering circular. You should rely only on the information contained in this Offering Circular. Information filed on BacTech’s SEDAR profile at www.sedar.com is available for informational purposes and does not constitute part of this Offering Circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

The offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov, or on the BacTech website, www.Bactechgreen.com. The contents of the BacTech website (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in, or otherwise a part of, this offering circular.

We, and if applicable, those selling Common Stock on our behalf in this offering, will be permitted to make a determination that the purchasers of Common Stock in this offering are “qualified purchasers” in reliance on the information and representations provided by the purchaser regarding the purchaser’s financial situation. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). For general information on investing, we encourage you to refer to www.investor.gov.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Common Stock is being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Common Stock offered hereby is offered and sold only to “qualified purchasers” or at a time when our Common Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) and (ii) all other investors so long as their investment in our Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). However, our Common Stock is being offered and sold only to those investors that are within the latter category (i.e., investors whose investment in our Common Stock does not represent more than 10% of the applicable amount), regardless of an investor’s status as an “accredited investor.” Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

The speculative nature of the business;

Our reliance on suppliers;

Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

Our ability to effectively execute our business plan;

Our ability to manage our expansion, growth and operating expenses;

Our ability to finance our businesses;

Our ability to promote our businesses;

Our ability to compete and succeed in highly competitive and evolving businesses;

Our ability to respond and adapt to changes in technology and customer behavior; and

Our ability to protect our intellectual property and to develop, maintain and enhance our business strategy.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

BacTech Environmental Corporation (“BacTech” or “the Company”) was incorporated on October 5, 2010 in the Province of Ontario, Canada. The Company is a publicly traded, Canadian-listed (CSE:BAC), environmental company operating in the mineral processing and mine tailings remediation areas. The Company also trades on the OTC market in the United States under the symbol BCCEF. BacTech uses its proprietary bioleaching (or bio-oxidation) technology to liberate metals from difficult to treat, sulphide-based ores and concentrates. Specifically, BacTech targets projects/areas where arsenic is an environmental issue as the bioleach process produces a stable ferric arsenate compound that does not leach arsenic into the environment. The end product for arsenic is ferric arsenate, which is a US Environmental Protection Agency branded landfill disposable form of arsenic. The Company has built three bioleach plants to date, all of which were built under a licensing agreement with mine owners for processing arsenopyrite-rich material. The present process involves the roasting or burning of sulphide mineralization that produces SO2 emissions and residual arsenic trioxide ash that is extremely toxic (see Giant Mine, Yellowknife, NWT, Canada).

BacTech’s bioleaching process was originally developed in the late 1980s. Researchers at King’s College, London, England were investigating the use of bacteria to reduce the amount of sulphur mined in coal to produce a cleaner burning fuel. The technology was purchased by an Australian consortium and relocated to Perth, Australia in 1988. The Company’s first bioleach plant was built in 1994 at the Youanmi Mine in Western Australia. The Youanmi plant successfully commercialized the technology which is a key factor in the introduction of new technologies in mining. This was followed in 1997 by a second plant at Beaconsfield that processed material for 15 years in Tasmania, and Laizhou, China in 2001. The Chinese plant was doubled to 200 tons per day in 2008 All of these projects were completed under a license agreement between BacTech and the customer.

In 2010, REBgold Corporation (formerly BacTech Mining Corp.) created BacTech Environmental Corporation under a Plan of Arrangement. The new shares in BacTech Environmental were spun out to the shareholders of BacTech Mining on a pro-rata basis. This was done to allow BacTech to focus on the environmental side of mining. BacTech Environmental Corporation, the SpinCo, licensed REBgold’s bioleaching technology on a royalty free, perpetual and exclusive basis.

The business plan for the Company is to apply bioleaching technology to mineral processing and reclamation projects to remove the harmful elements such as arsenic and sulphur from the environment, where this can be assisted by a positive cash flow from metal recovery. Examples of metals which could potentially be extracted include gold, silver, cobalt, nickel, copper, uranium and zinc.

Our fiscal year-end date is December 31.

Our mailing address is Suite 409, 37 King St. East Toronto, Ontario M5C 1E9, Canada. Our telephone number is (416) 813-0303. Our website is www.bactechgreen.com and our email address is info@bactechgreen.com.

We do not incorporate the information on or accessible through our websites into this Offering Circular, and you should not consider any information on, or that can be accessed through, our websites a part of this Offering Circular.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.

Trading Market

Our Common Stock trades on the Canadian Securities Exchange under the symbol BAC and on OTCMarket Pink Open Market Sheets under the symbol BCCEF.

THE OFFERING

RISK FACTORS

The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this Disclosure Document. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Document, including statements in the following risk factors, constitute “Forward-Looking Statements.”

The price of our common stock may continue to be volatile.

The trading price of our common stock has been and is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere, these factors include: the operating performance of similar companies; the overall performance of the equity markets; the announcements by us or our competitors of acquisitions, business plans, or commercial relationships; threatened or actual litigation; changes in laws or regulations relating to our businesses; any major change in our board of directors or management; publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; large volumes of sales of our shares of common stock by existing stockholders; and general political and economic conditions.

In addition, the stock market in general, and the market for developmental related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those company’s securities. This litigation, if instituted against us, could result in very substantial costs; divert our management’s attention and resources; and harm our business, operating results, and financial condition.

There are doubts about our ability to continue as a going concern.

The Company is an early stage enterprise and has commenced principal operations. The Company had minimal revenues and has incurred losses of $1,273,778 for the year ended December 31, 2018. In addition, the Company incurred losses of $891,357 for the nine-month period ending September 30, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the growth of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary, to raise additional funds, and may require that the Company relinquish valuable rights. Please see Financial Statements – Note 3. Going Concern for further information.

Risks Relating to Our Financial Condition

We will require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to build our facilities, enter into agreements with mining operations, and improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we will need to engage in continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any debt financing, we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

As a Canadian incorporated and resident company, our financial statements are prepared using International Financial Reporting Standards (“IFRS”), accounting principles, which are different than the accounting principles under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

Our financial statements have been prepared in accordance with IFRS. IFRS is an internationally recognized body of accounting principles that are used by many companies outside of the United States to prepare their financial statements. Regulation A permits Canadian issuers such as BacTech to prepare and file their financial statements in accordance with IFRS rather than U.S. Investors who are not familiar with IFRS may misunderstand certain information presented in our financial statements. Accordingly, we suggest that readers of our financial statements familiarize themselves with the provisions of IFRS accounting principles in order to better understand the differences between these two sets of principles.

As a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We have not yet produced any profit and may not in the near future, if at all. While we expect revenue to begin, we cannot be certain that we will be able to realize sufficient revenue to achieve profitability. Further, many of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing revenue throughout the year and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

We are highly dependent on the services of our key executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.

We are highly dependent on our management, specifically Ross Orr, Louis R. Nagy and John C. Gingerich. If we lose key management or employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

We operate in a highly competitive environment. Our competition includes all other companies that are in the business of mining, mine remediation, bioleaching, heap-leaching or other related processes. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may not be able to compete successfully with other established companies offering the same or similar services and, as a result, we may not achieve our projected revenue and user targets.

If we are unable to compete successfully with other businesses in our existing markets, we may not achieve our projected revenue and/or customer targets. We compete with both start-up and established companies. Compared to our business, some of our competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established in our markets.

Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business

We expect to incur substantial expenses to continue to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

We estimate that it will cost approximately $100,000 annually to maintain the proper management and financial controls for our filings required as a public company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

Risks Relating to our Common Stock and Offering

The Common Stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The Common Stock has historically been sporadically traded on the CSE and OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares at, or near ask prices at any given time, may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

The market price for the common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history, and no revenues, which could lead to wide fluctuations in our share price. The price at which you purchase our shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our shares of common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our shares are sporadically traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares is sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative investment due to, among other matters, our limited operating history and no revenue, lack of profit to date, and the uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the securities of a seasoned issuer. The following factors may add to the volatility in the price of our shares: actual or anticipated variations in our quarterly or annual operating results; acceptance of our bioleaching process; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our shares regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our shares will be at any time, including as to whether our shares will sustain their current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The possible occurrence of these patterns or practices could increase the volatility of our share price.

We are offering our shares of Common Stock pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers make our shares of Common Stock less attractive to investors as compared to a traditional initial public offering.

As a Tier 2 issuer, we are subject to scaled disclosure and reporting requirements, which may make our shares of Common Stock less attractive to investors who are accustomed to traditional initial public offerings that are subject to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual state securities regulators will regulate both the offer and sale of our shares of Common Stock, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of our shares of Common Stock, we may be unable to raise the necessary funds necessary to continue developing our Programs, which could severely affect the value of our shares of Common Stock.

Under Section 107 of the JOBS Act, we are permitted to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standard that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our financial statements may not be comparable to companies that comply with all public accounting standards.

Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to if we were conducting a traditional public offering on Form S-1.

Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $50,000,000 in any 12-month period under Regulation A (although we may raise capital in other ways), we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be adversely affected.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

As a Tier 2 issuer, we do not need to provide a report on the effectiveness of our internal controls over financial reporting, and we are exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

The market price of our common stock may be volatile and adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

-our ability to integrate operations, technology, products and services;

-our ability to execute our business plan;

-operating results below expectations;

-our issuance of additional securities, including debt or equity or a combination thereof;

-announcements of technological innovations or new products by us or our competitors;

-loss of any strategic relationship;

-industry developments, including, without limitation, changes in competition or practices;

-economic and other external factors;

-period-to-period fluctuations in our financial results; and

-whether an active trading market in our common stock develops and is maintained.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Issuers using the Alternative Reporting standard for filing financial reports with OTC Markets are often subject to large volatility unrelated to the fundamentals of the company.

We do not expect to pay dividends in the foreseeable future; any return on investment may be limited to the value of our common stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and implementation of our bioleaching process. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Our issuance of additional shares of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.

We are entitled under our articles of incorporation to issue an unlimited amount of shares of common stock. We have issued and outstanding, as of December 31, 2019, 101,153,756 shares of common stock. Our board may generally issue shares of common stock, preferred stock, options, or warrants to purchase those shares, without further approval by our shareholders based upon such factors as our board of directors may deem relevant at that time. It is likely that we will be required to issue a large amount of additional securities to raise capital to further our development. It is also likely that we will issue a large amount of additional securities to directors, officers, employees and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under our stock plans. We cannot give you any assurance that we will not issue additional shares of common stock, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

Our common stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

As an issuer of a “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

As an issuer not required to make reports to the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares may not be able to sell shares into the open market as Rule 144 exemptions may not apply.

Under Rule 144 of the Securities Act of 1933, holders of restricted shares may avail themselves of certain exemptions from registration if the holder and the issuer meet certain requirements. As a company that is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act, referred to as a non-reporting company, we may not, in the future, meet the requirements for an issuer under 144 that would allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock would have to utilize another exemption from registration or rely on a registration statement to be filed by the Company registering the restricted stock.

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public 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.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of 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 have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $1.07 billion as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Because directors and officers currently and for the foreseeable future will continue to control BacTech Environmental Corporation, it is not likely that you will be able to elect directors or have any say in the policies of BacTech Environmental Corporation

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors, officers and affiliates of BacTech Environmental Corporation beneficially own a majority of our outstanding common stock voting rights. Due to such significant ownership position held by our insiders, new investors may not be able to affect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

In addition, sales of significant amounts of shares held by our directors, officers or affiliates, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Risks Relating to Our Company and Industry

The following risks relate to our businesses and the effects upon us assuming we obtain financing in a sufficient amount.

We could be subject to litigation, allegations or other legal claims.

Our assets or our business activities may be subject to disputes that may result in litigation or other legal claims. We may be subject to allegations through press, social media, the courts or other mediums that may or may not be founded. We may be required to respond to or defend against these claims and/or allegations, which will divert resources away from our principal business. There can be no assurance that our defense of such claims and/or allegations would be successful, and we may be required to make material settlements. This could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

We rely on third parties to fulfill their obligations under agreements.

Our business strategy may include entering into agreements with third-parties (“Third-parties”), who may earn the right to obtain an interest in certain of our projects, in part by managing the respective project. Whether or not we hold a majority interest in a respective project, the Third-parties may: (i) have economic or business interests or goals that are inconsistent with or opposed to ours; (ii) exercise veto rights to block actions that we believe to be in the best interests of the project; (iii) take action contrary to our policies or objectives; or (iv) as a result of financial or other reasons, be unable or unwilling to fulfill their obligations under the respective joint venture, option, earn-in right or other agreement(s), such as contributing capital for the expansion or maintenance of projects. Any one or a combination of these could result in liabilities for us and/or could adversely affect the value of the related project(s) and, by association, damage our reputation and consequently our ability to acquire or advance other projects and/or attract future third-parties.

Our exploration and development interests are subject to evolving environmental regulations.

Our property and royalty interests are subject to environmental regulations. Environmental legislation is becoming more restrictive in some jurisdictions, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our interests. Currently, our focus is on accessing or acquiring property and royalty interests in the Ponce region of Ecuador.

We are subject to risks in relation to the public Health, Safety and Community Relations

BacTech’s operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities’ broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, BacTech’s operations. BacTech expects to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near BacTech’s proposed operations, but there can be no guarantee that these expenditures will ensure BacTech’s compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on BacTech.

We could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance, the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, financial condition, results of operation, and corporate reputation.

We may have or acquire material undisclosed environmental liabilities of which we are not aware.

Mining in the Ponce region of Ecuador has been ongoing for close to a century. Since inception the Company has been involved in numerous exploration projects in many jurisdictions. There may be environmental liabilities associated with the current mining practices and disturbances at any of these projects for which the Company may be identified as a potentially responsible party, regardless of its level of involvement in creating the related disturbance. We may not be aware of such claims against the Company until regulators provide notice thereof. Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, financial condition and cash flows, results of operations, and corporate reputation.

Our bioleaching, development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value.

Substantial expenditures are required to discover properties that bioleaching would be an adequate solution to their mineral extraction and pollutant reduction needs, as well as establishing mineral reserves through heap leach analysis, and processing facilities and infrastructure at any site chosen for mining. We cannot be assured that any mineral reserves or mineral resources acquired, discovered or established will be in sufficient quantities or at sufficient grades to justify commercial operations, attract a strategic partner or strategic transaction, or that the funds invested in them will ever be recovered.

Statements Regarding Forward-looking Statements

This Disclosure Statement contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”

USE OF PROCEEDS

If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses of $30,000) will be $970,000. We will use these net proceeds for the following:

The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company at $.01 per share. No assurance can be given that we will raise the full $1,000,000 as reflected in the following table:

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

DILUTION

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of December 31, 2018 was $(3,250,039) or $(0.0498) per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale at $0.01 in this offering (after deducting estimated offering expenses of $30,000):

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale at $0.03 in this offering (after deducting estimated offering expenses of $30,000):

DISTRIBUTION

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

Pricing of the Offering

Prior to the Offering, there has been a limited public market for the Offered Shares. The public offering price was determined by the Company. The principal factors considered in determining the public offering price include:

-the information set forth in this Offering Circular and otherwise available;

-our history and prospects and the history of and prospects for the industry in which we compete;

-our past and present financial performance;

-our prospects for future earnings and the present state of our development;

-the general condition of the securities markets at the time of this Offering;

-the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

-other factors deemed relevant by us.

Offering Period and Expiration Date

This Offering will start on or after the Qualification Date and will terminate at the Company’s discretion or, on the Termination Date.

Procedures for Subscribing

When you decide to subscribe for Offered Shares in this Offering, you should:

Contact us via phone or email.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to the escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best effort’s basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds at Management’s discretion.

State Law Exemption and Offerings to “Qualified Purchasers”

Our Common Stock is being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that our Common Stock offered hereby is offered and sold only to “qualified purchasers” or at a time when our Common Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). However, our Common Stock is being offered and sold only to those investors that are within the latter category (i.e., investors whose investment in our Common Stock does not represent more than 10% of the applicable amount), regardless of an investor’s status as an “accredited investor.” Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Other Selling Restrictions

Other than in the United States, no action has been taken by us that would permit a public offering of our Common Stock in any jurisdiction where action for that purpose is required. Our Common Stock may not be offered or sold, directly or indirectly, nor may this Offering Circular or any other offering material or advertisements in connection with the offer and sale of shares of our Common Stock be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Offering Circular comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this Offering Circular. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy our Common Stock in any jurisdiction in which such an offer or solicitation would be unlawful.

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Because this is a Tier 2, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due in 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our stockholders could receive less information than they might expect to receive from more mature public companies.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

The financial statements are compliant and up to date with all new financial accounting standards, as noted per IFRS. The Company has elected to not delay compliance with any new or revised financial accounting standard. The Company’s fiscal year end is December 31. Additional information regarding the Company will be available through the SEDAR website at www.sedar.com.

Management’s Discussion and Analysis

The Company has had limited revenues from operations in each of the last two fiscal years, and in the current fiscal year.

Plan of Operation for the Next Twelve Months

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months. To complete the Company’s entire deployment of its current and proposed products and its business plan, it may have to raise additional funds in the next twelve months.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

RESULTS OF OPERATIONS

Results for the Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Operating Revenues

The Company’s revenues were $nil for the three months ended September 30, 2019 compared to $nil for the same period in 2018.

Cost of Revenues

The Company’s cost of revenues was $nil for the three months ended September 30, 2019 compared to $nil for the same period in 2018.

Gross Profit

For the three months ended September 30, 2019, the Company’s gross profit was $nil compared to $nil for the same period in 2018.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, purchasing of products, marketing and legal and accounting expenses. For the three months ended September 30, 2019 and September 30, 2018, general and administrative expenses decreased to $153,000 from $186,886 for the same period in 2018.

Other Income (Expense)

Other income (expense) for the three months ended September 30, 2019, there was a $nil compared to $nil for the same three-month period in 2018.

Net Income (loss)

Our net loss for the three months ended September 30, 2019, was $(265,714) compared with net loss of $(324,382) for the three months ended September 30, 2018. The $265,714 for the three months ended September 30, 2019 was mainly composed of operating and administrative costs, finance charges and project expenditures.

Results for the Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Operating Revenues

The Company’s revenues were $nil for the nine months ended September 30, 2019 compared to $nil for the same period in 2018.

Cost of Revenues

The Company’s cost of revenues was $nil for the nine months ended September 30, 2019 compared to $nil for the same period in 2018.

Gross Profit

For the nine months ended September 30, 2019, the Company’s gross profit was $nil compared to $nil for the same period in 2018.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, purchasing of products, marketing and legal and accounting expenses. For the nine months ended September 30, 2019 and September 30, 2018, general and administrative expenses decreased to $447,165 from $563,808 for the same period in 2018. The $116,643 decrease is primarily attributable to a decrease in general and administrative expenses due to a reduction in operations in the company.

Other Income (Expense)

Other income (expense) consisted of interest income from third-party notes. For the nine months ended September 30, 2019, there was a $20,000 gain incurred due to a licensing fee. There was a $47,763 loss on from the settlement of debt for the same period in 2018.

Net Income (loss)

Our net loss for the nine months ended September 30, 2019, was $(891,357) compared with net loss of $(950,996) for the nine months ended September 30, 2018. The net loss is influenced by the matters discussed above.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties and third parties, through capital investment and borrowing of funds.

At September 30, 2019, the Company had total current assets of $21,473, compared to $139,809 at December 31, 2018. Current assets consisted primarily of prepaid expenses. The decrease in current assets $118,336 was primarily attributed to a decrease in prepaid expenses of $97,549 and cash of $24,657.

At September 30, 2019, the Company had total current liabilities of $4,065,569 compared to $3,389,848 at December 31, 2018. Current liabilities consisted primarily of the accrued liabilities and accounts payable. The increase in our current liabilities was attributed to the increase in the accrued liabilities and accounts payable of 472,615 and the increase in Current portion of debentures of $269,141.

We had negative working capital of $4,044,096 as of September 30, 2019 compared to 3,184,004 as of December 31, 2018.

Cashflow from Operating Activities

During the nine months ended September 30, 2019, cash used in operating activities was $257,157 compared to $666,598 for the nine months ended September 30, 2018. The decrease in the amounts of cash used for operating activities was primarily due to the decrease in general and administrative expenses in relation to our decreased operations in our subsidiaries.

Cashflow from Investing Activities

During the nine months ended September 30, 2019 cash used in investing activities was $nil compared to $nil for the nine months ended September 30, 2018.

Cashflow from Financing Activities

During the nine months ended September 30, 2019, cash provided by financing activity was $232,500 compared to $686,798 provided during the nine months ended September 30, 2018.

Results for the Year Ended December 30, 2017 through December 31, 2018

Operating Revenues

The Company’s revenues were $nil for the year ended December 31, 2017 compared to $nil for the year ended December 31, 2018.

Cost of Revenues

The Company’s cost of revenues was $nil for the year ended December 31, 2017 compared to $nil for the year ended December 31, 2018.

Gross Profit

For the year ended December 31, 2017, the Company’s gross profit was $nil compared to $nil for the year ended December 31, 2018.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, relating to preparing a private memorandum and accounting expenses. For the year ended December 31, 2017 compared to the year ended December 31, 2018, general and administrative expenses decreased from $879,315 to $733,065 for the year ended December 31, 2018 representing a decrease of $146,250 or 20%. The $146,250 decrease is primarily attributable to a decrease in operations.

Other Income (Expense)

Other income (expense) consisted of $(62,038) for the year ended December 31, 2017. For the year ended December 31, 2018 other income (expense) consisted of $(47,763) and primarily consisted of a gain from settlement debt.

Net Loss

Our net loss for the year ended December 31, 2017 was $(1,408,342) compared with a net loss of $(1,273,778) for the year ended December 31, 2018. The net loss is influenced by the matters discussed in the other sections of the MD&A.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related and third parties through capital investment and borrowing of funds.

At December 31, 2017, the Company had total current assets of $156,618 compared to $139,809 at December 31, 2018. Current assets consisted primarily of prepaid expenses. The decrease in current assets of $16,809 was primarily attributed to a decrease in prepaid expenses of $19,902.

At December 31, 2017, the Company had total current liabilities of $2,388,331 compared to $3,323,813 at December 31, 2018. Current liabilities consisted primarily of the accrued liabilities, accounts payable, loan payable and current portion of debentures. The increase in our current liabilities was attributed to the increase in amounts owed to related party and notes payable to a third party.

We had negative working capital of $2,231,713 as of December 31, 2017 compared to a negative working capital of $3,184,004 as of December 31, 2018.

Cashflow from Operating Activities

During the year ended December 31, 2017, cash provided by (used in) operating activities was $(887,826) compared to $(902,375) for the year ended December 31, 2018. The increase in the amounts of cash provided by operating activities was primarily due to the increase in cash used in operations of $14,549.

Cashflow from Investing Activities

During the year ended December 31, 2017, cash used in investing activities was $nil compared to $nil for the year ended December 31, 2018.

Cashflow from Financing Activities

During the year ended December 31, 2017, cash provided by financing activity was $909,200 compared to $905,798 provided during the year ended December 31, 2018.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons, we have included in our unaudited financial statements that there is substantial doubt that we will be able to continue as a going concern without further financing.

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of December 31, 2018, the Company has a net loss of $1,273,778, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.

Future Financings.

We will continue to rely on equity sales of the Company’s common shares in order to continue to fund business operations. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our business plan of operating in the mineral processing and mine tailings remediation areas, using our proprietary Bioleaching processes.

Since inception, we have financed our cash flow requirements through issuance of common stock and loans to third parties. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we will need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, build our mineral processing facilities, implement and successfully execute our business and marketing strategy, continually develop and upgrade our business model and website, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Critical Accounting Policies.

The financial statements are compliant and up to date with all new financial accounting standards, as noted per IFRS. The Company has elected to not delay compliance with any new or revised financial accounting standard. The Company’s fiscal year end is December 31. Additional information regarding the Company will be available through the SEDAR website at www.sedar.com.

Management regularly evaluates the accounting policies and estimates that are used to prepare the financial statements. A complete summary of these policies is included in Note 1 and Note 2 of the Company’s audited financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Relaxed Ongoing Reporting Requirements

Upon the completion of this Offering, we expect to elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting 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;

-taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

-being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

-being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following June 30.

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 1 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due in 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our stockholders could receive less information than they might expect to receive from more mature public companies.

BacTech Environmental Corporation

Summary

BacTech Environmental Corporation (“BacTech”) is a publicly traded, Canadian-listed (CSE:BAC), environmental company operating in the mineral processing and mine tailings remediation areas. The Company also trades on the OTC market in the United States under the symbol BCCEF. BacTech uses its proprietary bioleaching (or bio-oxidation) technology to liberate metals from difficult to treat, sulphide-based ores and concentrates. Specifically, BacTech targets projects/areas where arsenic is an environmental issue as the bioleach process produces a stable ferric arsenate compound that does not leach arsenic into the environment. The end product for arsenic is ferric arsenate, which is a US Environmental Protection Agency branded landfill disposable form of arsenic. The Company has built three bioleach plants to date, all of which were built under a licensing agreement with mine owners for processing arsenopyrite-rich material. The present process involves the roasting or burning of sulphide mineralization that produces SO2 emissions and residual arsenic trioxide ash that is extremely toxic (see Giant Mine, Yellowknife, NWT, Canada).

BacTech’s bioleaching process was originally developed in the late 1980’s. Researchers at King’s College, London, England were investigating the use of bacteria to reduce the amount of sulphur mined in coal to produce a cleaner burning fuel. The technology was purchased by an Australian consortium and relocated to Perth, Australia in 1988. The Company’s first bioleach plant was built in 1994 at the Youanmi Mine in Western Australia. The Youanmi plant successfully commercialized the technology which is a key factor in the introduction of new technologies in mining. This was followed in 1997 by a second plant at Beaconsfield, Australia that processed material for 15 years in Tasmania, and lastly a plant was built in Laizhou, China in 2001. The Laizhou plant was doubled to 200 tons per day in 2008 All of these projects were completed under a license agreement between BacTech and the customer.

Corporate History

BacTech Environmental Corporation was incorporated by REBgold Corporation (“REBgold” and formerly known as BacTech Mining Corporation) on October 5, 2010 under the Canada Business Corporations Act. Through the completion of the Plan of Arrangement, the Company was granted a perpetual, exclusive, royalty free license to use REBgold Corporation’s proprietary bioleaching technology (“BACOX”) in the remediation business for mining wastes and was listed on what is today the Canadian Stock Exchange under the symbol “BAC”.

The BACOX technology utilizes bacteria to liberate precious and base metals and has been traditionally used to treat difficult-to-treat sulphide ores and concentrates. The business plan for the Company is to apply the bioleaching technology to abatement and reclamation projects to remove harmful elements such as arsenic and sulphur from the environment, where this can be assisted by a positive cash flow from metal recovery. Examples of metals which can be extracted include gold, silver, cobalt, nickel, copper, uranium and zinc.

Bioleaching is an environmentally friendly process technology for treating difficult-to-treat sulphide ores and concentrates. By replacing smelting and/or roasting with a bioleach process, the production of sulphur dioxide emissions, which is the primary source of acid rain, and arsenic trioxide are eliminated. Furthermore, the capital and operating costs of a bioleach facility are significantly less when compared to other existing treatment methods.

To date, we have completed our concepts and require funds to continue the development and marketing of our products. As of the date of this Offering Circular, the registrant has material operations and has generated revenues in its corporate history.

BUSINESS

The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in the Annual Report, including those set forth above in the Special Cautionary Note Regarding Forward-Looking Statements or under the heading “Risk Factors” or elsewhere in this Offering Circular.

Our Business Overview

Our Company

BacTech Environmental Corporation is an environmental company operating in the mineral processing and mine tailings remediation areas. BacTech uses its proprietary bioleaching (or bio-oxidation) technology to liberate metals from difficult to treat, sulphide-based ores and concentrates. Specifically, BacTech targets projects/areas where arsenic is an environmental issue as the bioleach process produces a stable ferric arsenate compound that does not leach arsenic into the environment. The Company has built three bioleach plants to date, all of which were built under a licensing agreement with mine owners for processing arsenopyrite-rich material.

The technology was originally developed in the late 1980s. Researchers at King’s College, London, England were investigating the use of bacteria to reduce the amount of sulphur in coal to produce a cleaner burning fuel. The technology was purchased by an Australian consortium and relocated to Perth, Australia in 1988. The Company’s first plant was built in 1994 at the Youanmi Mine in Western Australia. This was followed in 1997 by Beaconsfield in Tasmania and Laizhou, China in 2001. The Chinese plant was doubled in size in 2008.

In 2011, REBgold Corporation (formerly BacTech Mining Corp.) created BacTech Environmental Corporation under a Plan of Arrangement. This was done to allow BacTech to focus on the environmental side of mining. REBgold Corporation was acquired by Aquila Resources and is a subsidiary of same. BacTech Environmental, the spinco, licensed REBgold’s bioleaching technology on a royalty free, perpetual and exclusive license basis.

SnowLake License Agreement

On March 1, 2019, the Company entered into a License Agreement (“Snowlake Agreement”) with GMR Inc. (“GMR”), for the use of the Company’s gold recovery technology. The Company agrees to provide GMR with the technology to recover gold from contaminated refractory tailings. Technology includes but is not limited to all the proprietary knowledge, information, methodology, specifications, engineering requirements and design parameters and operational practices necessary to achieve a minimum recovery of 90%. An advance royalty fee of $20,000 will be applicable at the time of signing and such fee shall be creditable against BAC undiluted equity interest in the project. The license is limited to the Project which is defined as the Regional Municipality of Snow Lake in the Province of Manitoba.

The Company’s role is the development and application of our proprietary gold recovery/ technology to the Project and as such, will be responsible as the Technical Operating Authority with respect to gold recover throughout the term of the Project.

GMR’s role is to develop and manage all other aspects of the Project including but not limited to:

Term

This agreement shall have an effective date of March 1^st, 2019 and shall continue for a period of three (3) years or until terminated by mutual written consent at any time subject to the specific rights of termination provided for herein. On the date that GMR secures an exclusive contract from the Province of Manitoba for the Project, the term will automatically extend an additional seven (7) years for a total term of ten (10) years from the effective date. Notwithstanding this automatic extension, if GMR is unsuccessful in securing an exclusive contract, we will have the right to terminate the contract after thee (3) years.

The foregoing descriptions of the Snowlake Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 6.1 to this Regulation A Offering, and is incorporated herein by reference.

Employment Agreement

On December 1, 2012 the Company entered into an Employment Agreement (“Orr Agreement”) with its CEO and Director, Ross Orr, wherein Mr. Orr agreed to serve as an employee of the Company in consideration of $18,750 per month with incentive compensation of 1% of the Employees annual base salary for each $0.01 in earnings per share reported by the Company, 1% of net present value of each commercial bioleach facility that the Employee brings to commercial operation and a cash bonus in such amount as may be determined by the Board of Directors. His duties as an Employee of the Company will be mainly to provide executive management and corporate finance duties as well as project management and budgeting strategy. The term of the contract is for an indefinite period unless terminated for cause as per section 6 of the Orr Agreement.

On January 1, 2018, the Company entered into an Employment Agreement (“Nagy Agreement”) with its CFO and Director, Louis Nagy; wherein, Mr. Nagy agreed to serve as an employee of the Company in consideration of $15,000 per month; however, until he is performing his services on a full time basis his monthly salary will only be $5,000 per month. The Nagy Agreement also contains incentive compensation of 1% of the Employees annual base salary for each $0.01 in earnings per share reported by the Company, 1% of net present value of each commercial bioleach facility that the Employee brings to commercial operation and a cash bonus in such amount as may be determined by the Board of Directors. His duties as an Employee of the Company will be mainly to provide executive management and corporate finance duties as well as duties related to financial activities and accounting of the Company. The term of the contract is for an indefinite period unless terminated for cause as per section 6 of the Nagy Agreement.

The foregoing descriptions of the Orr and Nagy Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are filed as Exhibit 6.2 and Exhibit 6.3 to this Regulation A Offering, respectively, and are incorporated herein by reference.

BioLeaching Process

Bioleaching or Bacterial Oxidation

In the mid to late 1980’s, Goldfields of South Africa announced the completion of the Fairview bioleach plant, the first of its kind in mining. Not long after, BacTech was created in Perth, Australia to develop its own version of bioleaching technology. Since that time BacTech has built, under license, 3 plants for gold processing and completed a $5M demonstration plant in Monterrey, Mexico for testing bioleaching for copper sulphides.

The presence of sulphide material is a must for a successful bioleach plant. This is due to the naturally occurring bacteria deriving their energy through the oxidation of sulphides. The sulphide mineralization of choice for bioleaching would be refractory arsenopyrite. This is due to fact that the liberated arsenic is coupled with iron during precipitation to produce a stable ferric arsenate compound. This is important as there doesn’t seem to be any adverse effects on the bacteria for arsenic levels up to 20% in a concentrate. Compare this to the stringent World Health Organization’s guidelines for capping the burning of arsenic at 1% in a concentrate.

Slurried material is delivered, on a continual basis, to the bioleach tanks, which are constructed of high- grade stainless steel due to the low pH (acidic) and corrosive nature of the bacterial solution. The residence time for the material in the bioleach tanks is approximately 5-6 days, depending the level of sulphide mineralization. The tanks are agitated to ensure 100% exposure of the concentrate to the bacteria. In addition, air is supplied to the tanks along with selected fertilizers to ensure a vibrant habitat for the bacteria.

After the bacteria have broken the sulphide bonds a number of scenarios unfold. The pH of the liquid in the tanks is maintained at 1.5 to 2.0 and it puts into solution any of the contained elements that are soluble in acid. Examples would be copper, zinc, nickel, cobalt and of course, arsenic. Any precious metals that are in the tanks remain with the oxidized solids as they are not acid soluble. Therefore, a solid/liquid separation is needed at the end of the oxidation process to selectively recover the liberated metals.

The solid, oxidized material is sent for conventional precious metal recovery such as CIP or zinc precipitation.

The liquid is neutralized through the addition of limestone (calcium carbonate) that raises the pH in the liquid to a basic reading. The first material to precipitate out as a result of raising the pH is ferric arsenate (3 iron to 1 arsenic) which is an EPA approved, landfillable material. To date BacTech has successfully treated arsenic levels in concentrate of up to 20%.

If the pH is raised further one would expect to recover copper sulphate if copper is present. The decision to produce additional products is driven by the economic return for doing so.

The solution is then recycled back through the process in a closed loop.

Technology

A unique opportunity has been presented to BacTech with respect to deploying its bioleach technology. Bioleaching produces an Environmental Protection Agency (US-EPA) approved form of arsenic, namely ferric arsenate (3Fe + 1As) as a by-product of processing ore to recover gold and copper.

The gold is hosted in a sulphide mineralization commonly known as arsenopyrite. Arsenopyrite consists of sulphur, iron, arsenic and gold and it tends to be refractory in nature. This means that the recovery of gold is inhibited as it is locked up in the sulphide matrix and it needs to be liberated. In days past, these sulphide minerals were exposed to intense heat (smelting and/or roasting) that literally vaporized the sulphide minerals and allowed for the gold to be recovered. It also generated S02 emissions and left behind a nasty mix of arsenic trioxide that is highly toxic. Bioleaching replaces the need for “pyrotechnology” to destroy the sulphide bonds that lock up the gold. The naturally occurring bacteria we employ generate their energy by oxidizing (consuming) the sulphides and release the iron, arsenic and gold into a form where they can be dealt with individually. The following is a narrative on the process in a step by step format;

Ponce Enriquez, Ecuador —

Ponce Enriquez, a mining town in southern Ecuador, is host to over 90 producing small mines. A small mine is defined as a project that mines less than 350 tonnes of rock per day. The gold associated with these underground mines usually is in excess of 10 grams of gold per tonne (“gpt”), or roughly 1/3 of an ounce (“the head grade”). Unfortunately, the gold is associated with considerable amounts of arsenic. It is estimated that over 200 tonnes of concentrate are produced daily in this region alone.

Several years ago, the World Health Organization (“WHO”) put in place guidelines for the smelting industry that severely restrained the amount of arsenic that could be processed using heat. In most cases this limit is 1% arsenic per 1 tonne of concentrate.

If we assume that ore with a head grade of 10 grams per tonne and 1% arsenic is brought to the mill for processing, we would expect to see a concentrate grading approximately 50 gpt gold and over 10% arsenic. From the previous paragraph we see that this concentrate is very attractive from a gold grade perspective but fails dramatically with respect to arsenic content. The miner is now faced with selling his product at a severe reduction in price due to the arsenic contamination. Smelters will still buy the concentrate, but they will be forced to blend this high arsenic material with “clean” (no arsenic) material to lower the arsenic content to 1%. For them to do this they demand a reduction in the purchase price. In Ponce Enriquez, the Asian smelters pay only 60-70% of the contained gold value in the concentrate.

Several years ago, the Chinese government imposed a 0.50% limit on arsenic in copper concentrates due to the large volumes of this material they import. Arsenopyrite concentrates have to date avoided a similar fate but talk in the metal trading community believes that a similar rule will be applied to gold concentrates. This will severely limit the global capacity to process this type of concentrate.

As mentioned previously bioleaching allows for the processing of high gold/arsenic concentrates, not only liberating the gold but also producing a stable form of arsenic. This is the opportunity that BacTech has identified in Ecuador.

It is BacTech’s intent to replace the offshore purchasers of concentrate in Ponce Enriquez through the installation of a local processing plant using bioleaching. Should the Chinese restrict arsenic imports BacTech will allow for the continuation of mining in this area that depends heavily on mining for its survival. The following is a sample of the benefits a bioleach facility would convey on Ponce Enriquez;

Our business plan calls for the construction of a bioleach facility in Ponce Enriquez that will initially process 40 tpd of concentrate purchased locally. The estimated cost of the entire project, including the bioleach studies, the feasibility study, engineering and construction, will be between $9M and $10M. We have identified 2 mines that produce 15 tpd of concentrate and this material will be the subject of the test work using bioleaching. The test phase will last 4-6 months and will not only determine the anticipated gold recovery rate but also provide key information with respect to the flow chart. Since the technology is modular, we fully expect the plant to expand in size in response to the availability of additional feeds from Ponce Enriquez as well as other areas where the same problem exists.

Market

BacTech has identified a market that is an ideal fit for bioleaching technology. Given the technology’s ability to stabilize arsenic, it was decided that a search would be undertaken to identify areas of the world where arsenic is an issue, either with processing and/or tailings management.

As a result of the search, the Company has focused its attention on the Ponce Enriquez (“PE”) area of Southern Ecuador for a number of reasons. There are over 90 small mines (<350 tonnes of ore per day) that operate in PE at present. The predominate sulphide mineral being mined is arsenopyrite (Iron + Sulphur + Arsenic + Gold) and many of the concentrates produced from there have extremely high levels of arsenic in addition to gold and silver. The presence of high arsenic levels in the concentrate severely reduces the prices paid for the gold concentrates due to the World Health Organizations’ cap on the amount of arsenic ( 1% As cap) that can be burned in smelters or roasters. The situation has created a buyers’ market for the concentrates with miners receiving less than 60% of the gold value in theire concentrates. As a result, the material is bought by Asian buyers and exported for processing at smelters. It is safe to assume that the small miner would be enticed to use mercury in an attempt to “scavenge” any free gold that may be present before he sells his concentrate. Any use of mercury is illegal as the remnants of this process are highly toxic.

BacTech intends to develop a Company-owned bioleach facility to purchase and process high arsenic concentrates in PE that would normally be sold to the Asian market. The Company believes it can offer better prices to the miners given a) the elimination of penalties for processing arsenic, b) the elimination of transportation costs of concentrate to Asia and c) the elimination of government royalty taxes (3%) on concentrate leaving the country and d) 5-7-year tax holidays provided by the Ecuador government for new technologies in mining.

We firmly believe that “if we build it, they will come.” We would expect to process an increasing supply of arsenopyrite as the local market understands that better prices can be received locally compared to selling overseas. The technology is modular in nature so additional tanks can be added to handle any increased supply. We will also investigate the potential for standalone plants in these countries if the supply warrants such an investment.

Of course, it is imperative that a secure contractual supply be obtained to underpin the finance-ability of the proposed plant. BacTech has conducted meetings with local mines that produce arsenopyrite to gauge their interest in our proposal. We are sufficiently satisfied that we will be able to secure a secure feed from the local market for a 40 tonne per day bioleach plant.

Samples will be taken from the mines that fit the correct profile for bioleach test work. The material will be sent to Canada or Australia where it will undergo approximately 16 -20 weeks of test work. We anticipate a minimum of 95% gold recovery and +99% arsenic stabilization based on previous results for bioleaching. We will also assay for silver and copper grades that will help offset treatment charges if there are commercial values of these in the concentrate.

Should the test work provide a suitable level of recovery for gold, as well as stabilize the associated arsenic, BacTech will move to engage the producers contractually to purchase, collectively, 40 tonnes per day of concentrate. It is conceivable that the plant could grow in size to produce well over 100,000 ounces per year from the original planned output of 25,000 ounces per annum. This would be the result of the local miners becoming comfortable with selling to a new buyer.

Plan of Operations.

In the next 12 months we would hope to complete the bioleach test work, negotiate contracts for a secure supply of concentrate totally 40 tonnes per day, and finalize the engineering for a bioleach plant. Construction could begin in Q1 2021, with processing expected in Q2 of 2021.

Other areas of interest for future growth include the Piura Region of Northern Peru, Colombia and Central America.

Plan of Operations 20 months

Competition

The direct competitor to BacTech are the owners of BIOX, created by Goldfields some 30 years ago. Today the owner of the BIOX technology is Outokumpu from Finland, having taken over the SpinCo created by Goldfields that held the technology. It should be noted that at this time, there are no competitors in bioleaching for environmental processing. Outokumpu focuses on providing bioleaching as a process technology for senior producing mining companies with arsenopyrite-rich mines. With that said, there is considerable work being conducted in the field of sustainable mining today. Given the mining industries aversion to any new technology, it is assumed that there will not be any direct competitors in the medium term, outside of bioleaching, to the proposed bioleach plant for PE. It is the intent of the Company to obtain a contractual feed of concentrate in exchange for improved prices paid to the miners There are 92 mines in PE and to think we will process all of them is a fallacy but 50% of the total would generate healthy annual returns. We believe that first mover status will make us the dominant player in the PE market.

Other competing technologies such as Pressure Oxidation (POX) and the Albion Process are expensive technologies that cannot be scaled down to compete with bioleaching smaller amounts of concentrate.

Environmental Laws and Regulations

Our operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges and waste management, and workplace health and safety. In addition, certain of our products are regulated by the U.S. Environmental Protection Agency and comparable state regulatory agencies. For a discussion of risks related to compliance with environmental and health and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, please refer to the section entitled “Risk Factors—Risks Related to Our Businesses.”

Seasonality

We do not expect any seasonality in our business.

Property

Our mailing address is Suite 409, 37 King St. East. Toronto, Ontario M5C 1E9, Canada. Our telephone number is (416) 813-0303.

Employees

Other than our Officers and Directors we have 2 full-time and 2 part-time employees of our business or operations who are employed at will by BacTech Environmental Corporation We anticipate adding additional employees in the next 12 months, as needed. We do not feel that we would have any unmanageable difficulty in locating needed staff in large part because of our Remote Work corporate structure that allows for location and time flexibility.

Intellectual Property

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand.

We will have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements will also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MANAGEMENT

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date December 31, 2019:

As of December 31, 2019, the BacTech Environmental Corporation had 2 full-time employees, and 2 part-time employees.

The directors and executive officers of the Company as of December 31, 2019 are as follows:

Ross Orr, Age 62: Mr. Orr, our President, CEO and Director since the Company’s inception in 2010. Ross Orr initially brought BacTech Mining Corporation to Canada from Australia in 1997 and was instrumental in the success of the Company’s IPO. He sat on the board as an outside Director until taking the role of President and CEO in 2004. Following completion of the Plan of Arrangement in December 2010, which split BacTech Mining into two new companies, REBgold Corporation and BacTech Environmental Corporation, Mr. Orr assumed the position of President & CEO of BacTech Environmental in 2011. Mr. Orr’s responsibilities include capital raising, project identification and negotiation and investor relations in addition to managing the day to day operations of the Company.

Louis R. Nagy, Age 55: Mr. Nagy has been our Chief Financial Officer and Director since inception in 2010. He is a Chartered Accountant with over 30 years of professional service and industry experience. His professional service experience of 10 years includes public practice audit engagements, personal and corporate tax assignments, as well as sales tax recovery consulting. Industry experience includes various finance and accounting roles, including Chief Financial Officer within small to medium sized private and public companies. His time in industry involved a wide range of activities including financial and management reporting, treasury and cash management, reorganizations, IT and system implementations, as well as investment banking. Mr. Nagy was Chief Financial Officer of BacTech Mining Corporation and became CFO of BacTech Environmental Corporation following completion of the Plan of Arrangement in December 2010.

John C. Gingerich, Age 66: Mr. John C. Gingerich has been our Director, since 2010. John C. Gingerich, P. Geo. is a professional geophysicist (APGO) with 40 years’ experience in exploration, mining and related technology industries. In a career that spanned 15 years within Noranda’s Exploration group, he served as Chief Geophysicist and Director of Research and Technical Innovation. In 2002, John left Noranda and founded Geotechnical Business Solutions (GBS), a company dedicated to the development and financing of exploration opportunities and related technology.

As a recognized leader within the mining and associated technology communities, Mr. Gingerich has served on several industry and government boards and committees. These include; Exploration Division of the Canadian Mining Industry Research Organization (Chairman), Ontario Geological Survey Advisory Board (Chairman), National Hyperspectral User and Science Team (Canadian Space Agency), Chairman - Ontario Mineral Exploration Technology (OMET), ETAC Committee and Center for Research in Earth and Space Technology (CRESTech). Mr. Gingerich is a principle of Prolithic Inc. Due to Mr. Gingerich’s vast experience in geology and mining, he is a wonderful addition to our Board of Directors.

Jay Naster-Director, Age 60: Mr. Naster is a partner with Brauti Thorning LLP in the criminal and regulatory law group where his practice focuses on white-collar criminal and regulatory litigation and investigations. Following his call to the bar in 1986, Mr. Naster spent eleven years as a Crown counsel with the Crown Law Office (Criminal) where he specialized in complex white-collar criminal prosecutions, including corporate, securities and tax-related matters. In 1997, he became the senior litigation counsel at the Ontario Securities Commission, where he conducted complex quasi-criminal prosecutions and regulatory hearings pursuant to the Securities Act. In 2005, he entered private practice. Mr. Naster received his LL.B. cum laude from the University of Ottawa. He was called to the Bar of Ontario in 1986 and is a member of a number of professional associations including the Advocates Society and the Canadian Bar Association. Mr. Naster was a director of BacTech Mining Corporation and became a director of BacTech Environmental Corporation following completion of the Plan of Arrangement in December 2010.

Donald Whalen-Director, Age 79: Mr. Whalen has been a director of the Company since its inception in 2010. During the past 5 years, Don has been a Director of BacTech Environmental Corporation (CSE: BAC) and the Non-Executive Chairman of Pancontinental Resources Corporation (TSXV: PUC) since 2006 and Roscan Gold Corporation (TSXV: ROS) from 2004 to 2020. Roscan is a gold exploration company which has made two recent discoveries on the Siribaya trend in Mali, West Africa. In the preceding period, he was Executive Chairman of TSX-listed High River Gold Mines Ltd (1992 – 2008) which discovered and developed gold mining operations in Manitoba, Burkina Faso and Russia. Due to Mr. Whalen’s vast experience with mining and public companies we believe that he is a great addition to our Company.

Walter Cimowsky-Director, Age 63: Mr. Cimowsky has been a director of the Company since its inception in 2010, he is also a founding partner and director of Ocean Partners Holdings Limited, a privately held company active in the global physical trading and marketing of copper, zinc, lead and precious metal concentrates. The company operates with an international network of field and agency offices. Ocean Partners provides or arranges financing for small/medium sized mining projects, and currently holds equity positions in mines located in Canada, Ireland and Turkey. Mr. Cimowsky was a director of BacTech Mining Corporation and became a director of BacTech Environmental Corporation following completion of the Plan of Arrangement in December 2010. Due to Mr. Cimowsky’s long relationship with BacTech and knowledge of the mineral markets we believe he will be an asset to our Company.

Tim Lewin-Director, Age 73: Mr. Lewin, has been on our Board of Directors since 2014. After a brief career as a journalist Tim Lewin joined the Financial Services industry in 1972. Working first on the floor of the London Commodity Exchange he later moved to the futures-broking house of GW Joynson where he qualified as a trader before taking over the company’s coffee trading desk just in time for the coffee price explosion of 1976. Tim left to establish his own company in 1987 specializing in development of exchange-trading in emerging markets. Initially these were focused on South East Asia but as soon as the Former Soviet Union began to change its markets to a trading basis in 1991 he was invited to join the team of consultants engaged by the British Government to lend support and techniques to the economy in transition. Due to Mr. Lewin’s international experience and knowledge of foreign markets we are pleased to have him as a member of our Board of Directors.

Jay Richardson-Director, Age 74: , Mr. Richardson joined our Board of Directors in 2018. He is a Canadian Chartered Accountant (CA/CPA) and a retired Partner of KPMG (UK) and E&Y (Canada and Singapore). Now practising as a company doctor, he is CEO and Chairman of EnerSpar Corp (TSX-V: ENER) and Great Lakes Graphite (TSX-V: GLK). Due to Mr. Richardson’s extensive financial oversight background as a Director, he Chairs the Company’s Audit Committee.

Gary Williams-VP Environment, Age 65: Mr. Williams enlisted with our Board of Directors at our establishment in 2010. He has worked in the mining industry since 1977, in both exploration and environmental capacities. He has conducted environmental investigations related to tailings and mine rock management at a variety of mining projects and was VP Environment for a publicly traded junior mining company. He assists the BacTech management team with data review for the purpose of project generation, as well as providing expertise to field programs on existing projects. Mr. Williams has been a member of the Association of Professional Geoscientists of Ontario since its inception.

Dr. Paul Miller- VP Metallurgy and Bioleaching, Age 62: Dr. Miller has been our VP of Engineering since our inception and has over 30 years’ industrial experience in bioleaching and commercial applications. He commenced his career working for Mintek in South Africa in 1981, and formed the original group evaluating bioleaching as a potential treatment option. In 1986, he joined Davy McKee in the U.K. as a group leader responsible for development of process technology in support of worldwide contracting activities, with an emphasis on refractory gold projects, determining the feasibility of bioleaching against competing technologies. He joined BacTech Mining Corporation in Australia in 1996 as technical manager and, since that time, has been responsible for all technical aspects of projects, from initial test work and management of studies through to project design and execution.

None of our officers or directors in the last five years has been the subject of any conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses), the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or the entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

There are no family relationships among and between our directors, officers, persons nominated or chosen by the Company to become directors or officers, or beneficial owners of more than five percent (5%) of the any class of the Company’s equity securities.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive Officer paid by us during the year ended December 31, 2019, in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Narrative Disclosure to Summary Compensation Table

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive Officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No Executive Officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended December 31, 2019.

Long-Term Incentive Plans

There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for our Director or executive Officer.

Compensation Committee

The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as Directors. The Board of Directors has the authority to fix the compensation of Directors. No amounts have been paid to, or accrued to, Directors in such capacity.

Director Independence

The Board of Directors is currently composed of three members. Ross Orr, and Louis R. Nagy do not qualify as an independent Directors in accordance with the published listing requirements of the NASDAQ Global Market. Mr. Gingerich, Mr. Naster, Mr. Whalen, Mr. Cimowsky, Mr. Lewin and Mr. Richardson do qualify as an independent Directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the Director is not, and has not been for at least three years, one of the Company’s employees and that neither the Director, nor any of his family members has engaged in various types of business dealings with us. In addition, the Board of Directors has not made a subjective determination as to each Director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director, though such subjective determination is required by the NASDAQ rules. Had the Board of Directors made these determinations, the Board of Directors would have reviewed and discussed information provided by the Directors and the Company with regard to each Director’s business and personal activities and relationships as they may relate to the Company and its management.

Security Holders Recommendations to Board of Directors

The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the Chief Executive Officer, Ross Orr, at our executive offices. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Ross Orr collects and evaluates all shareholder communications. All communications addressed to the Director and executive Officer will be reviewed by Ross Orr, unless the communication is clearly frivolous.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the last two full fiscal years and the current fiscal year or any currently proposed transaction, there is no transaction involving the Company, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for its last three fiscal years.

Related Party Transactions

Related party transactions consist of the following for the year ended:

Included in accounts payable and accrued liabilities is $983,600 due to related parties at December 31, 2018 (2017 - $931,174). Please refer to additional related party transactions in Note 11 – Share Capital.

Related party transactions consist of the following for the nine months ended:

Included in accounts payable and accrued liabilities is $1,169,234 due to related parties at September 30, 2019 (2018 - $963,600). Please refer to additional related party transactions in Share Capital Note 11 - family member of a director participated in a private placement financing, and Share Capital- Note 11, settlement of debt with officers of the Company.

Stock Options

The Company has a stock option plan (the “Plan”), under which the Company may grant options to directors, officers, employees, and third-party service providers. Under the terms of the Plan that was re-approved by the shareholders on July 18, 2018, the Company is authorized to issue a maximum of 10% of the issued and outstanding shares.

The purpose of the Plan is to attract, retain and motivate directors, officers, and certain third-party service providers by providing them with the opportunity to acquire a proprietary interest in the Company and benefit from its growth. The options granted under the Plan are non-assignable, have a term of 5 years and vest over periods of up to two years from the date of issue.

Options to purchase common shares outstanding at December 31, 2018 carry exercise prices and remaining terms to maturity as follows:

During the year ended December 31, 2018, 150,000 new options were granted. The Company recognized a total share-based payment expense of $4,500 for the year ended December 31, 2018 in respect of the options vesting during the year. For the year ended December 31, 2019, no new options were granted and 1,200,000 options were either cancelled or expired.

The fair values of the options issued for the year ended December 31, 2018 were estimated using the Black-Scholes option pricing model with the following assumptions:

As of the nine months ended September 30, 2019:

The Company has a stock option plan (the “Plan”), under which the Company may grant options to directors, officers, employees, and third-party service providers. Under the terms of the Plan that was re-approved by the shareholders on July 18, 2018, the Company is authorized to issue a maximum of 10% of the issued and outstanding shares.

The purpose of the Plan is to attract, retain and motivate directors, officers, and certain third-party service providers by providing them with the opportunity to acquire a proprietary interest in the Company and benefit from its growth. The options granted under the Plan are non-assignable, have a term of 5 years and vest over periods of up to two years from the date of issue.

Share Purchase Warrants

On December 4, 2018, the Company completed a private placement for total gross proceeds of $219,000 through the issue of 8,760,000 units at a price of $0.025 per unit. Each unit consisted of one common share of the Company and one full common share purchase warrant exercisable at $0.05 for 2 years. The fair value of common share purchase warrants issued in this placement was estimated at $90,400 using the Black-Sholes option pricing model.

Indemnification of Directors and Officers

Our articles of incorporation provide that no Director or Officer shall be personally liable for damages for breach of fiduciary duty for any act or omission unless such acts or omissions involve intentional misconduct, fraud, knowing violation of law, or payment of dividends in violation of subsection 124(3) of the Canada Business Corporations Act and the Ontario Business Corporations Act.

Our bylaws provide that we shall indemnify any and all of our present or former Directors and Officers, or any person who may have served at our request as Director or Officer of another corporation in which we own stock or of which we are a creditor, for expenses actually and necessarily incurred in connection with the defense of any action, except where such Officer or Director is adjudged to be liable for negligence or misconduct in performance of duty. To the extent that a Director has been successful in defense of any proceeding, the Canada Business Corporations Act and the Ontario Business Corporations Act provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

We do not currently maintain standard policies of insurance under which coverage is provided (a) to our Directors, Officers, employees and other agents against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which may be made by us to such Officers and Directors pursuant to the above indemnification provision or otherwise as a matter of law, although we may do so in the future.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

Review, Approval or Ratification of Transactions with Related Parties

We have adopted a related-party transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related-party transaction with us without the consent of our audit committee. If the related party is, or is associated with, a member of our audit committee, the transaction must be reviewed and approved by another independent body of our Board of Directors, such as our governance committee. Any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 and such party would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. If advance approval of a related-party transaction was not feasible or was not obtained, the related-party transaction must be submitted to the audit committee as soon as reasonably practicable, at which time the audit committee shall consider whether to ratify and continue, amend and ratify, or terminate or rescind such related-party transaction. All of the transactions described above were reviewed and considered by, and were entered into with the approval of, or ratification by, our Board of Directors.

During the last two full fiscal years and the current fiscal year or any currently proposed transaction, there are transactions involving the issuer, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer’s total assets at year-end for its last three fiscal years, except compensation awarded to executives.

Disclosure of Conflicts of Interest

There are no conflicts of interest between the Company and any of its officers or directors.

Legal/Disciplinary History

None of BacTech Environmental Corporation’s Officers or Directors have been the subject of any criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None of BacTech Environmental Corporation’s Officers or Directors have been the subject of any entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None of BacTech Environmental Corporation’s Officers or Directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

None of BacTech Environmental Corporation’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

Board Composition

Our board of directors currently consists of seven members. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

Board Leadership Structure and Risk Oversight

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

Code of Business Conduct and Ethics

Prior to one year from the date of this Offering's qualification, we plan on adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We will post on our website a current copy of the code and all disclosures that are required by law or market rules in regard to any amendments to, or waivers from, any provision of the code.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of December 31, 2018 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (10%) of our capital stock. The percentage of beneficial ownership in the table below is based on 101,153,756 shares of common stock deemed to be outstanding as of December 31, 2019.