Page
IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	2
SUMMARY	3
THE OFFERING	7
RISK FACTORS	8
DILUTION	19
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	21
USE OF PROCEEDS TO ISSUER	21
DESCRIPTION OF BUSINESS	23
DESCRIPTION OF PROPERTY	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	30
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	34
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	36
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	36
SECURITIES BEING OFFERED	37
WHERE YOU CAN FIND MORE INFORMATION	39
FINANCIAL STATEMENTS	40
INDEX TO EXHIBITS	42

Business risks including:

•	limited operating history;

•	the success of our mining operations will require significant capital resources;

•	reliance on licenses and authorizations;

•	regulatory compliance risks;

•	retention and acquisition of skilled personnel;

•	risks inherent in the mining business;

•	competition;

•	legal and regulatory proceedings;

•	ability to establish and maintain bank accounts;

•	insurance coverage;

•	protected areas established by the National System of Protected Areas;

•	changes in corporate structure;

•	emerging market risks; and

•	global economy risks.

Risks related to investment in a company with Colombian operations including:

•	economic and political risks inherent with any investment in Colombia;

•	governmental influence on the Colombian economy;

•	internal security issues; and

•	political and economic instability in the region.

Financial and accounting risks including:

•	foreign sales;

•	estimates or judgments relating to critical accounting policies;

•	tax risks; and

•	failure to develop our internal controls.

Our principal place of business and mailing address is Madre Tierra Mining Ltd., 1321 Blanshard Street, Suite 301, Victoria, British Columbia, Canada V8W 0B6, and our telephone number is 1-855-501-1334.  Our Colombian-based offices are located at Cra. 7 #156-68 Torre 3, Office No. 1103, Bogota, Colombia. Our management as well as our corporate records will be located at our British Columbia office, while our Colombia-based office will primarily house the operations of MTM Sub. Our website address is www.madretierragold.com. The information contained therein or accessible thereby shall not be deemed to be incorporated into this Offering Circular.

Organizational Structure

The Company has a majority-owned subsidiary as set forth below:

		Madre Tierra Mining Ltd. (British Columbia)
			90%
		Madre Tierra Mining S.A.S. (Colombia)

MTM is a private mineral exploration active in Colombia with an emphasis on generating gold exploration projects with world-class discovery potential.  MTM is also dedicated to the commercialization of gold domestically in Colombia and internationally as a “commercializadora internacional de oro” (international gold trading company) pursuant to the Agencia Nacional de Mineria authorization to explore and exploit gold minerals and corresponding concessions, in accordance with the provisions of article 14,15, 46,47,59,60,61,73 OF LAW 685 of the Mining Code (the “Commercialization License”) held by MTM Sub (as defined below) and registered with the Ministerio de Comercio, Industria y Turismo (the Ministry of Commerce, Industry and Tourism) (the “MCIT”).

MTM is focused on the exploration of its 90% owned El Carlinita project (the “Project”) located in the municipalities of Montecristo and Santa Rosa del Sur, Bolivar, Colombia.  All mineral rights for the Project are registered with the Agencia Nacional de Mineria (ANM) in Colombia and are held by MTM’s majority owned local subsidiary, Madre Tierra Mining S.A.S. (“MTM Sub”).

Pursuant to the Commercialization License, MTM Sub intends to purchase raw gold from private licensed miners and sell such raw gold, at a higher price, to gold refineries in Colombia and internationally.

Competitive Conditions

Gold is freely sold into the international marketplace with virtually no restrictions. The price of gold is derived largely from a complex interaction of market forces.

Business risks including risk related to:

•	lack of revenue;

•	metal prices;

•	novel coronavirus;

•	global economy;

•	competition;

•	legal and regulatory proceedings;

•	the nature of mining, mineral exploration and development projects;

•	licenses and permits, laws and regulations

•	environmental risks;

•	title to properties;

•	no mineral reserves have been estimated at the El Carlinita Project;

•	insurance;

•	key personnel;

•	dependence on outside parties;

•	limited property portfolio;

•	community relations and license to operate;

•	emerging market risks;

•	additional financings;

•	dilution; and

•	no minimum capitalization

Risks related to investment in a company with Colombian operations including:

•	difficulty understanding how changing market and economic conditions in Colombia will affect our financial results;

•	economic and political risks inherent with any investment in Colombia;

•	the Colombian government and its central bank exercise significant influence on the Colombian economy;

•	internal security issues and guerrilla activity in Colombia; and

•	regional economic and political instability.

Financial and accounting risks including:

•	foreign exchange rates;

•	estimates or judgments relating to critical accounting policies;

•	tax risks; and

•	failure to develop internal controls.

•	increased regulatory burden from listing of our securities;

•	no existing market for our Common Shares;

•	our executive officers and directors and their respective affiliates may continue to exercise significant control over our Company;

•	conflicts of interest;

•	the Company has broad discretion in how it uses the proceeds of the Offering;

•	we will incur increased costs as a result of our public reporting obligations;

No Revenues

To date, the Company has limited operating history and has not recorded any revenues from operations nor has the Company commenced production on any property. There can be no assurance that the Company will always have sufficient capital resources to continue as a going concern, or that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s expenses and capital expenditures will increase as consultants, personnel and equipment associated with the exploration and possible development of its properties are advanced. The Company expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will continue to require the commitment of substantial resources. There can be no assurance that the Company will continue as a going concern, generate any revenues or achieve profitability.

Metal Prices

Precious and base metal prices fluctuate widely and are affected by numerous factors beyond the control of the Company.  The level of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates can all cause significant fluctuations in prices.  Such external economic factors are in turn influenced by changes in international investment patterns, national fiscal policies, monetary systems and political developments. The price of gold, silver and other metals has fluctuated widely in recent years. Future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Corporation’s business, financial condition and result of operations.  Moreover, the ability of the Corporation to fund its activities and the valuation of investor companies will depend significantly upon the market price of precious and other metals.

Novel Coronavirus

As the novel coronavirus (or “COVID-19”) continues to spread worldwide, its impact on international business operations, supply chains, travel, commodity prices, consumer confidence and business forecasts is becoming increasingly acute.  Management is in the process of assessing the impact of COVID-19 on the Company’s operations and more specifically whether liquidity could become an issue due to access to capital markets becoming impaired.

Global Economy

Adverse national and international economic conditions may reduce future demand for our product, which would negatively impact Company revenues and possibly its ability to continue operations. It is not possible to accurately predict the potential adverse impacts on the Company, if any, of current economic conditions on its financial condition, operating results and cash flow.

Competition

The Company competes with many other mining companies that have substantially greater resources than the Company. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees or obtain the capital necessary to fund the Company’s operations and develop its properties. The Company’s inability to compete with other mining companies for these resources would have a material adverse effect on the Company’s results of operations and business.

Legal and Regulatory Proceedings.

From time to time, we may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with whom it does business and other proceedings arising in the ordinary course of business. We will evaluate our exposure to these legal and regulatory proceedings and establish reserves for the estimated liabilities in accordance with generally accepted accounting principles. Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or changes in management’s evaluations or predictions and accompanying changes in established reserves, could have an adverse impact on our financial results. Litigation, complaints, and enforcement actions involving us could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on our future cash flows, earnings, results of operations and financial condition.

Nature of Mining, Mineral Exploration and Development Projects

Mineral exploration is highly speculative in nature. There is no assurance that exploration efforts will be successful. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable mineral reserves through drilling. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of mineral resources or mineral reserves. There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.

Mining operations generally involve a high degree of risk.  The Company’s operations are subject to the hazards and risks normally encountered in mineral exploration and development, including environmental hazards, explosions, and unusual or unexpected geological formations or pressures.  Such risks could result in damage to, or destruction of, mineral properties, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability.

Licences and Permits, Laws and Regulations

The Company’s exploration and development activities (and those of investee companies) require permits and approvals from various government authorities, and are subject to extensive federal and local laws and regulations governing prospecting, exploration, development, production, transportation, exports, taxes, labour standards, occupational health and safety, mine safety and other matters.  Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more time-consuming and costly.  In addition, the Company may be required to compensate those suffering loss or damage by reason of its activities. The Company will be required to obtain additional licences and permits from various governmental authorities to continue and expand its exploration and development activities.  There can be no guarantee that the Company will be able to maintain or obtain all necessary licences, permits and approvals that may be required to explore and develop its properties (or that its investee companies would also succeed).

The Company’s activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental legislation is evolving in a manner that is creating stricter standards, while enforcement, fines and penalties for non‑compliance are more stringent. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Furthermore, any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Company, including the suspension or cessation of operations.

Exploration and mining operations involve risks of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. Significant risk of environmental contamination from present and past exploration or mining activities still exists for mining companies.

Title to Properties

Acquiring the ownership of title to resource properties is a very detailed and time-consuming process.  Title to, and the area of, the mining claims may be disputed.  There is no guarantee that such title will not be challenged or impaired.  There may be challenges to the title of the properties in which the Company may have an interest, which, if successful, could result in the loss or reduction of the Company’s interest in its properties.

The El Carlinita Project is in the exploration stage and sufficient work has not been done to define a mineral reserve.  There is no assurance given by the Company that continuing work on the property will lead to defining the mineralization with enough confidence and in sufficient quantities to report it as a mineral reserve.

The Company’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of: the Company’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive regulatory approvals to transport their products, or costs, monetary losses and potential legal liability and adverse governmental action. The Company may be subject to liability or sustain loss for certain risks and hazards against which they do not or cannot insure or which it may reasonably elect not to insure. This lack of insurance coverage could result in material economic harm to the Company.

Key Personnel

The senior officers of the Company are critical to its success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition, particularly in Colombia, for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, regulatory and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company.

Dependence on Outside Parties

The Company has relied upon consultants, geologists, engineers and others and intends to rely on these parties for exploration and development expertise. Substantial expenditures are required to construct mines, to establish mineral resources and reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract metal from ore and, in the case of new properties, to develop the exploration and plant infrastructure at any particular site. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Limited Property Portfolio

At this time, the Company holds an interest in the El Carlinita Project. As a result, unless the Corporation acquires additional property interests, any adverse developments affecting this property could have a material adverse effect upon the Company and would materially and adversely affect the potential future mineral resource production, profitability, financial performance and results of operations of the Company.

Community Relations and License to Operate

The Company’s relationship with the local communities where it operates is critical to ensure the future success of its existing activities and the potential development and operation of its El Carlinita Project. Failure by the Company to maintain good relations with local communities can result in adverse claims and difficulties for the Company.  There is also an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. NGOs and civil society groups, some of which oppose resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances and the handling, transportation and storage of various waste, including hazardous waste. Adverse publicity generated by such NGOs and civil society groups or others related to the extractive industries generally, or the Company’s operations specifically, could have a material adverse impact on the Company and its reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Corporation’s overall ability to advance its projects, which could have a material adverse impact on the Company’s business, results of operations and financial condition.

Emerging Market Risks.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments. All of our operations are in Colombia, see “Risks Related to Operations in Colombia”.

You will suffer immediate and substantial dilution in the net tangible book value of the Units you purchase in this Offering. Assuming an offering price of $0.50 per Unit and $0.75 per Warrant Share, and assuming all 57,142,857 Units are sold and all 28,571,428 Warrant Shares are issued for estimated net proceeds of $48,250,000 (after deducting  estimated  offering expenses), purchasers of Units in this Offering will experience dilution of approximately  $0.27 per Unit in net tangible book value of the Units. In addition, investors purchasing Units in this Offering will contribute up to 98% of the total amount invested by shareholders since inception, but will only own approximately 55% of the Common Shares outstanding.

Risks Related to Operations in Colombia

Our operations are located in Colombia, which may make it more difficult for investors to understand and predict how changing market and economic conditions will affect our financial results.

Our principal office is located in British Colombia. However, MTM Sub will maintain operations in Colombia and, consequently, such operations are subject to the economic, political and tax conditions prevalent in that country. The economic conditions in Colombia are subject to different growth expectations, market weaknesses and business practices than economic conditions in other markets. We may not be able to predict how changing market conditions in Colombia will affect our financial results.

As of the date of this Offering Circular, Colombia’s long-term foreign currency sovereign credit ratings were affirmed “Baa2” by Moody’s, “BBB-” by S&P and “BBB-” by Fitch, three of the main rating agencies worldwide.

According to the Colombian Central Bank, Colombia’s economic growth is expected to recover to close to 4.1% in 2021 after a recession in 2020 as a result of the country’s containment measures to COVID - 19. The Andean country’s economy has suffered as low oil prices and a coronavirus lockdown have shuttered businesses and sent unemployment soaring. The central bank has said the economy is set to contract between 6% and 10% in 2020, with a shrinking of 8.5% as the most likely scenario. Inflation will begin to increase from the first quarter of 2021, it said, “in part because of lower comparative figures from the year before and the reversal of government economic relief.”

Excess capacity will remain high, unemployment will mean little pressure on labor costs and exchange rate pressures will be moderate.

Colombia’s economy, like most Latin-American countries, continues to suffer from the effects of lower commodity prices, mainly oil, reflected in its elevated level of external debt. Even though the country has taken measures to stabilize the economy, it is uncertain how these measures will be perceived and if the intended goal of increasing investor’s confidence will be achieved.

Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.

Our operations are located in Colombia. Consequently, our financial condition and results of operations depend significantly on macroeconomic and political conditions prevailing in Colombia. Decreases in the growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy, or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, adversely impact our financial condition and results of operations in the future. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy. Our business and results of operations or financial condition may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic developments that may affect Colombia. We cannot predict what policies the Colombian government will adopt and whether those policies would have a negative impact on the Colombian economy or on our business and financial performance in the future.

We cannot assure you whether current stability in the Colombian economy will be sustained. If the condition of the Colombian economy were to deteriorate, we would likely be adversely affected.

The Colombian Government and the Central Bank exercise significant influence on the Colombia economy.

Although the Colombian government does not impose foreign exchange controls on trade, Colombia’s foreign currency markets have historically been extremely regulated. Colombian law permits the Central Bank of Colombia (the “Central Bank”) to impose foreign exchange controls to regulate the remittance of dividends and/or foreign investments in the event that the foreign currency reserves of the Central Bank fall below a level equal to the value of three months of imports of goods and services into Colombia. An intervention that precludes our Colombian subsidiary from possessing, utilizing or remitting U.S. Dollars would impair our financial condition and results of operations, and would impair the Colombian subsidiary’s ability to convert any dividend payments to U.S. dollars.

The Colombian government and the Central Bank may also seek to implement new policies aimed at controlling further fluctuation of the Colombian peso against the U.S. dollar and fostering domestic price stability. The Central Bank may impose certain mandatory deposit requirements in connection with foreign-currency denominated loans obtained by Colombian residents. We cannot predict or control future actions by the Central Bank in respect of such deposit requirements, which may involve the establishment of a different mandatory deposit percentage. The U.S. dollar/Colombian peso exchange rate has shown some instability in recent years.

Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and our financial condition.

Colombia is subject to sustained internal security issues, primarily due to the activities of guerrilla groups, such as dissidents from the former Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia), or “FARC,” the National Liberation Army (Ejército de Liberación Nacional), or “ELN,” paramilitary groups, drug cartels and criminal gangs (Bacrim). In remote regions of the country with minimal governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers and participating in drug trafficking activities. Even though the Colombian government’s policies have reduced guerilla presence and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings and extortion, such activity persists in Colombia, and possible escalation of such activity and the effects associated with them have had and may have in the future a negative effect on the Colombian economy and on us, including on our customers, employees, results of operations and financial condition. The Colombian government commenced peace talks with the FARC in August 2012, and peace negotiations with the ELN began in November 2016. The Colombian government and the FARC signed a peace deal on September 26, 2016, which was amended after voters rejected it in the referendum held on October 2, 2016. The new agreement was signed on November 24, 2016 and was ratified by the Colombian Congress on November 30, 2016 and is being implemented after four years of negotiations. Pursuant to the peace agreements negotiated between the FARC and the Colombian government in 2016, the FARC occupies five seats in the Colombian Senate and five seats in the Colombian House of Representatives. The new deal clarifies protection to private property, is expected to increase the government’s presence in rural areas and bans former rebels from running for office in certain newly created congressional districts in post-conflict zones. As a result, during the transition process, Colombia may experience an increase in internal security issues, drug-related crime and guerilla and paramilitary activities, which may have a negative impact on the Colombian economy. Our business or financial condition could be adversely affected by rapidly changing economic or social conditions, including the Colombian government’s response to implementation of the agreement with FARC and ongoing peace negotiations, if any, which may result in legislation that increases the tax burden of Colombian companies.

Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands continue to exist in Colombia, and allegations have surfaced regarding members of the Colombian congress and other government officials having ties to guerilla and paramilitary groups. Although the Colombian government and ELN have been in talks since February 2017 to end a five-decade war, the Colombian government has suspended the negotiations after a series of rebel attacks. On January 17, 2019, a car with explosives burst through the gates at a police academy in Bogotá resulting in 21 people dead and many injured. The Colombian Defense Minister confirmed that the terrorist attack was perpetrated by the ELN. Any possible escalation in the violence associated with this terrorist attack and/or these activities may have a negative impact on the Colombian economy. In addition, the current administration has not honored the peace protocols to be applied in the event of a suspension of peace negotiations entered into by the prior administration, on the grounds that these protocols are only binding to the administration that agreed to them. This situation could result in escalated violence by the ELN and may have a negative impact on the credibility of the Colombian government which could in turn have a negative impact on the Colombian economy. Any terrorist activity in Colombia generally may disrupt supply chains and discourage qualified individuals from being involved with our operations.

Political and economic instability in the region may affect the Colombian economy and, consequently, our results of operations and financial condition.

Some of Colombia’s neighboring countries, particularly Venezuela, have experienced and continue to experience periods of political and economic instability. According to figures from the United Nations, more than two million Venezuelans have emigrated amid food and medicine shortages and profound political divisions in their country.  Approximately half of those migrants have opted to live in Colombia, and many have arrived with only what they could carry. Providing migrants with access to healthcare, utilities and education may have a negative impact on Colombia’s economy if the Colombian government is not able to respond adequately to legalize migrants, generate programs to help them find formal jobs, and increase tax revenue and consumption.

Moreover, diplomatic relations with Venezuela and Ecuador have from time to time been tense and affected by events surrounding the Colombian military forces’ confrontations with guerilla groups, particularly on Colombia’s borders with each of Venezuela and Ecuador. More recently, the Colombian government joined an international campaign against Nicolás Maduro asking him to relinquish power, which has further increased diplomatic tensions with Venezuela.

On November 19, 2012, the International Court of Justice placed a sizeable area of the Caribbean Sea within Nicaragua’s exclusive economic zone, which until then had been deemed by Colombia as part of its own exclusive economic zone. A worsening of diplomatic relations between Colombia and Nicaragua involving the disputed waters could result in the Nicaraguan government taking measures, or a reaction among the Nicaraguan public, which would be detrimental to Colombian-owned interests in that country.

Further economic and political instability in Colombia’s neighboring countries or any future deterioration in relations with Venezuela, Ecuador, Nicaragua and other countries in the region may result in the closing of borders, the imposition of trade barriers and a breakdown of diplomatic ties, or a negative effect on Colombia’s trade balance, economy and general security situation, which may adversely affect our results of operations and financial condition.

Finally, political conditions such as changes in the United States policies related to immigration and remittances could affect the regions in which we operate. Economic conditions in the United States and the region generally may be impacted by the new United States-Mexico-Canada Agreement. This could have an indirect effect on the Colombian economy and other countries in which we may operate.

Financial and Accounting Risks

Foreign Exchange.

Any fluctuation in the exchange rates of foreign currencies may negatively impact our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide from foreign currency fluctuations and can themselves result in losses.

Estimates or Judgments Relating to Critical Accounting Policies.

The preparation of financial statements in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board and GAAP issued by the FASB requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the notes to our financial statements, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Common Shares. Significant assumptions and estimates used in preparing the financial statements include those related to the credit quality of accounts receivable, income tax credits receivable, share based payments, and impairment of non-financial assets.

Tax Risks.

We and our subsidiaries will operate and will be subject to income tax and other forms of taxation in multiple jurisdictions. Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates are also subject to change. Therefore, our earnings may be impacted by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. We may have exposure to greater than anticipated tax liabilities or expenses. We may be subject to income taxes and non-income taxes in a variety of jurisdictions and our tax structure may be subject to review by both domestic and foreign taxation authorities and the determination of our provision for income taxes and other tax liabilities will require significant judgment. In addition, we may be subject to different taxes imposed by the Colombian government, and changes within such tax, legal and regulatory framework may have an adverse effect on our financial results.

The following tables set forth, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Units offered for sale in this Offering, the total number of shares previously sold to existing shareholders as of December 31, 2020, including shares issued for services, the total consideration paid for the foregoing (based on cash actually received and the value of shares issued for services), and the respective percentages applicable to such purchased shares and consideration paid based on an average price of $0.02 per share paid by our existing shareholders or as the value of shares issued for services and $0.50 per Unit paid by investors in this Offering.

 

The foregoing tables and calculations exclude (i) 7,000,000 Common Shares issuable upon exercise of stock options outstanding which are exercisable at an exercise price of $0.05 per share, and (ii) 7,000,000 Common Shares issuable upon exercise of common share purchase warrants outstanding which are exercisable at an exercise price of $0.05 per share and (iii) Warrant Shares issuable upon the exercise of Warrants exercisable at an exercise price of $0.75 per Warrant Share and any proceeds therefrom.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

The Company intends to use a portion of the proceeds raised in this Offering to fund the compensation payable to its officers, as described under “Compensation of Directors and Executive Officers” below. The Company may, in its discretion, pay its directors cash compensation and compensate them with the proceeds of the Offering.

Madre Tierra is a private mineral exploration and development company with its principal place of business in Toronto, Canada and corporate offices in Vancouver, Canada, and its base of technical operations in Bucaramanga, Colombia through its Colombian organized operating subsidiary. The Company’s principal business is the acquisition, exploration and development of gold mineral resource properties in Colombia. The Company’s sole mineral property is the El Carlinita Project and the Company’s goal is to become a producer of gold through the exploration and development of the El Carlinita Project.  The Company also intends to use the Commercialization License to purchase raw gold from private licensed miners and sell such raw gold, at a higher price, to gold refineries in Colombia and internationally.

Madre Tierra, through its 90% owned subsidiary, MTM Sub holds a 100% interest in the 56.5 hectare Project located in the municipalities of Montecristo and Santa Rosa del Sur in the department of Bolivar, Colombia.  All mineral rights are registered with the ANM and are held by MTM Sub.

See “Description of Property” in this Offering Circular for additional information.

Pursuant to our articles of incorporation (our “Articles”), we are authorized to issue an unlimited number of Common Shares. As of December 31, 2020, we had 70,000,000 Common Shares issued and outstanding.

Since the Company’s incorporation in May 2020, the Company has focused on the acquisition and subsequent exploration of the El Carlinita Project, which it acquired on June 10, 2020, the acquisition of the Commercialization Licence, which it acquired on July 30, 2020, and the recruitment of management and directors and raising equity capital to fund exploration of the El Carlinita Project.

The Company was incorporated under the Business Corporations Act (British Columbia) on May 7, 2020.

Effective June 10, 2020, the Company, through MTM Sub, acquired mining license ICQ-080036X-Z1 (the “Mining Licence”), which comprises the Madre Tierra Project, from Ivan Yesid Galvis Chacon and Pablo Cesar Murcia Rodriguez (collectively, the “Vendors”).  In Exchange for the Mining Licence, the Company (i) paid the Vendors COP$80,000,000 (approximately $22,222), (ii) paid COP$11,593,657 (approximately $3,221) to the ANM and Colombian government for past due fees and taxes, (iii) paid COP$33,117,700 (approximately $9,200) to settle certain debts of the Vendors related to the Mining Licence; and (iv) granted the Vendors a 10% equity interest in MTM Sub.  In connection with the acquisition of the Mining Licence, the Company, pursuant to a finder’s fee agreement dated May 15, 2020, engaged Grupo Andino de Inversiones LLC (“Grupo Andino”) to identify potential mining licences and acquisition targets in Colombia and to assist the Company with the completion of any acquisition of such assets.  Grupo Andino identified the Mining Licence for the Company and facilitated the acquisition thereof by the Company from the Vendors.  As consideration for Grupo Andino’s services, the Company agreed to pay Grupo Andino (i) $500,000 on or before June 29, 2021 (not completed), subject to the Company completing an equity or debt financing of a minimum of $2,000,000; and (ii) $500,000 upon the Company commencing a mineral exploration drill program on any mining license in Columbia within 18 months of the acquisition date. As the payment terms are contingent upon certain triggering events that have not taken place, no amounts have been paid or accrued in connection with this agreement. The Company is in discussions with Grupo Andino with respect to the potential amendment of the terms of the agreement.

Effective July 30, 2020, the Company, through MTM Sub, acquired the Commercialization Licence from the MCIT. Pursuant to the Commercialization License, MTM Sub can purchase raw gold from private licensed miners in Colombia and sell such raw gold, at a higher price, to gold refineries in Colombia and internationally.  The Company paid COP$160,000,000 (approximately $44,445) to the MCIT to acquire the Commercialization Licence. In connection with the acquisition of the Commercialization Licence, the Company, pursuant to a finder’s fee agreement dated May 15, 2020, engaged Quantum Energy & Gas LLC (“Quantum”) to assist the Company in soliciting the Commercialization Licence, including assisting the Company with the preparation of all materials required for the application and advising the Company on governmental relations related to the solicitation of the Commercialization Licence.  As consideration for Quantum’s services, the Company agreed to pay Quantum (i) $500,000 on or before June 29, 2021 (not completed), subject to the Company completing an equity or debt financing of a minimum of $3,000,000; and (ii) $500,000 upon the Company commencing the commercial sale of gold pursuant to the Commercialization Licence within 18 months of the acquisition date. As the payment terms are contingent on certain triggering events that have not yet taken place, no amounts have been paid or accrued in connection with this agreement. The Company is in discussions with Quantum with respect to the potential amendment of the terms of the agreement.

Competitive Conditions

The mining business is competitive in all phases of exploration, development and production. Madre Tierra competes with a number of other exploration and mining companies in the search for, and acquisition of, mineral properties or the raising of capital, many of whom have greater financial resources. As a result of this competition, Madre Tierra may be unable to acquire attractive mineral properties in the future on terms it considers acceptable or raise additional capital. Madre Tierra also competes for financing with other resource companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to Madre Tierra.

The ability of Madre Tierra to acquire properties or raising additional capital largely depends on its success in exploring and developing its present properties and on its ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development. Madre Tierra may compete with other exploration and mining companies for the procurement of equipment and for the availability of skilled labor. Factors beyond the control of Madre Tierra may affect the marketability of minerals mined or discovered by Madre Tierra.

See “Risk Factors” in this Offering Circular.

Industry and economic factors that may affect our business

Madre Tierra anticipates having to rely on financings through the issuances of Common Stock in order to continue to fund activities. There are significant uncertainties in capital markets impacting the availability of equity financing for the purposes of mineral exploration and development. Certain uncertainties relating to the global economy, political uncertainties and increasing geopolitical risk, increased volatility in the prices of potash and other minerals, as well as increasing volatility in the foreign currency exchange markets may also impact the Company’s business and our ability to raise new capital, and accordingly, may impact our ability to remain a going concern.

Madre Tierra’s operations are also exposed to various levels of regulatory, economic, political and other risks and uncertainties which may impact the Company’s business and our ability to raise new capital. There can be no assurance that Madre Tierra will be able to comply with any a changing regulatory, economic or political environment. See “Risk Factors” in this Offering Circular.

Environmental

Under Colombian law, land ownership creates a presumption of liability for environmental damage in case of the breach of environmental laws, environmental damages, and the breach of an environmental license or any other administrative act issued by environmental authorities. Environmental authorities may investigate potential claims, authorize preventative measures, or impose sanctions to corporations for breaching environmental laws.

General principles of environmental law are set out in Law 99 of 1993. Moreover, article 9 of the National Code of Natural Resources and Protection of the Environment, issued through Decree 2811 of 1974, establishes the principles governing the use of natural resources, including, inter alia, that natural resources must be used without causing any harm to the interests of the community or third parties.

Any person, including corporations, that cause environmental damage while acting under the authority of a permit or environmental license, are responsible for the costs incurred on rectifying the damage. Environmental sanctions are independent from other civil and criminal penalties that may be imposed for the same action or damage. Therefore, environmental damage caused while a party is performing any activity without the required license constitutes a breach of Law 99 of 1993 and may lead to the imposition of sanctions, in addition to civil or criminal proceedings. Furthermore, Parties liable for environmental damage will also be required to carry out studies to assess the characteristics of the damage.

Political and Economic

Colombia is a republic, characterized as a democratically elected representative system with a president as its head of state and head of the executive.  The Colombian legislature is made up of a 102-member Senate and a 166-member Chamber of Representatives. On June 17, 2018, Iván Duque Márquez of the right wing Centro Democrático (CD) was elected president. President-elect Duque took office on August 7, 2018.

Colombia has a multitude of political parties and coalitions divided along ideological or single issue lines. Changes in who holds political office at both the national and regional level is common.

Political conditions in Colombia are generally stable. However, large portions of the country remain in the control of armed groups, despite efforts to advance peace processes.

Risks Faced by Foreign Companies Operating in Colombia

Although Colombia is generally open to foreign direct investments, foreign companies operating in Colombia face a number of risks. For example, while Colombia has a strong legal framework for commercial matters that defines the rights of businesses, reviews regulatory enforcement procedures and resolves contract disputes, the system is constrained by delays and corruption. A lack of coordination between government bodies and a lack of available resources have contributed to the delays. The time between when a plaintiff files a lawsuit and a resolution averages 1,288 days; the enforcement of an award granted due to an arbitration can take up to two years. Furthermore, high profile corruption cases continue to frequently arise despite many anti-corruption initiatives being implemented in the past eight years by outgoing president Juan Manuel Santos.

Furthermore, while free trade agreements, economic integration agreements, and other initiatives have streamlined the process for importing and exporting goods in Colombia, barriers to trade persist. For example, theft in both customs warehouses and of transportation trucks continues to be an issue. Additionally, customs officials can detain shipments indefinitely for errors ranging from incorrect tariff schedule classifications to typographical errors in paperwork.

Lastly, a lack of effective enforcement of labour law, particularly in rural areas, creates a reputational risk for foreign companies operating in Colombia. Moreover, decreases in the number of inspections of workplaces by government labour officials and the inability of inspectors to receive logistical assistance from employers and/or employees when accessing workplaces, are also concerns.

El Carlinita Project

Project Description and Location

The Carlinita Project is located 199 km from the city of Bucaramanga and 260 km from Cartagena de Indias, the capital of the Department of Bolivar.  Each of Bucaramanga and Cartagena has an international airport.  The Project is in the southern region of the Department of Bolivar the municipalities of Santa Rosa del Sur and Montecristo.

This shows the location of the Project site:

The basement is unconformably overlaid by a thick late Triassic-early Jurassic volcano-sedimentary sequence deposited under extensional tectonic processes, which gave rise to deposition of rift-related sedimentary sequences such as: Sudan and Morrocoyal Formations, represented by fluvial and shallow marine sediments along with incipient subaerial dacite-andesite explosive volcanism (Clavijo, et al., 2008; Leal-Mejía, 2011). This sedimentary sequence is transitional into the overlying Norean volcano-sedimentary sequence represented by calc-alkaline, intermediate to felsic, pyroclastic-dominated rock types, including andesitic to dacitic tuff and agglomerate, locally intercalated with andesite flows. This volcano-sedimentary sequence is intruded by the subduction-related Norosi and San Martin batholiths dioritic through granodioritic plutons of metaluminous, high-K calc-alkaline affinity. From a metallogeny point of view, mineral deposit-styles recognized in the SSL including: km-scale batholith-rooted, auriferous veins and vein swarms with localized breccias, disseminations and replacement-style mantos hosted by the Jurassic Norosi batholith and the volcano-sedimentary sequence of the Norosi Formation. (Leal-Mejia, 2014; Shaw, et al., 2019).

In the area comprising the Mining License, Jurassic volcano-sedimentary sequences correlated with the Norean Formation, are intruded by Jurassic granodioritic rocks, correlated with the Norosi batholith. Strong structural control is evidenced in the area by the presence of NE and NW- striking regional faults, which represent the first or second order structural systems, which are evidenced through geophysical anomalies.

The mineralization style observed in the region and Mining License area corresponds to quartz + pyrite + chalcopyrite ± sphalerite ± galena veins hosted by intrusive rocks or close to the intrusive contact with volcano-sedimentary rocks.

Prior History

Prior to the Company’s acquisition of the Mining Licence, there was no recorded history of mining operations or development of mining infrastructure on the El Carlinita Project. Previous owners have conducted minimal investigations on the property including imaging and soil testing. The Company has commissioned a study on the property, the results of which are outstanding.

Present Condition

This is a new exploration project. No work has been completed on the El Carlinita Project other than some surveying work that is ongoing by the Company.  There are no infrastructure, equipment or facilities located on the property. The primary means of transportation to deliver materials for construction of the Project will be through the roads from Santa Rosa del Sur.  The El Carlinita Project is located near several private operating mines and artisanal mines.

Exploration

To date, the Company has conducted remote sensing topographic mapping using drones and satellite imaging as well geological and geomorphological surveys.

Permitting and Encumbrances

There are no significant encumbrances on the area comprising the Mining License. In order to maintain the Mining License in good standing, MTM Sub must pay annual license fees of approximately COP$1,900,000 (approximately USD$532).

In order to commence with a drill program, MTM Sub will need to obtain a PMA from the Colombian Ministry of the Environment.  To obtain the PMA, the Colombian Ministry of the Environment will conduct an environmental assessment of the proposed drill program.  The Company expects to obtain the PMA in Q2 2021.

Planned Operations

Madre Tierra plans to initially undertake a 12-month exploration program which is budgeted to include the drilling of 39,500 meters of reverse circulation and diamond drill holes.  The drilling will be initiated subsequent to an additional program of trenching, sampling and geophysical work to identify potential gold mineralization zones.  The bulk of the holes will be spotted based on a combination of the detailed mapping, trenching and sampling, and in conjunction with the geophysics that has been performed to date. This drilling will be followed up with infill drilling on 50-meter sections in the areas identified as hosting significant gold mineralization. In addition to the drilling, the planned program also entails additional trenching and sampling along with continued metallurgical testing.   The results of the drilling program and related exploration work will be used to prepare an independent National Instrument 43-101 compliant mineral resource estimate and technical report.  Madre Tierra expects to engage a recognized independent geological/engineering firm to complete such report.

Gold Commercialization Licence

Madre Tierra, through MTM Sub, was issued the Commercialization Licence on July 30, 2020 by the MCIT. See Exhibit 6.2 for an English translation of the license. Currently, there are only 24 Commercialization Licences in good standing in Colombia.

Pursuant to the Commercialization License, MTM Sub intends to purchase raw gold from private licensed miners and sell such raw gold, at a higher price, to gold refineries in Colombia and internationally.  Subject to obtaining adequate financing, Madre Tierra shall recruit a sales team to identify private licensed miners and purchase raw gold from such entities. The purchased raw gold will then be sold, at a higher price, to refineries in Colombia and Internationally.  Purchasing and selling gold is restricted by the Colombian government and only companies with Commercialization Licenses may engage in such transactions.

You should read the following discussion and analysis of our financial condition and results of our operations together with the consolidated financial statements and 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” starting on page 8, “Cautionary Statement Regarding Forward-Looking Statements” starting on page 2 and elsewhere in this Offering Circular. Please see the notes to our consolidated financial statements for information about our significant accounting policies, critical estimates, judgements and financial management and risk management.

The following represents our performance highlights:

As of December 31, 2020, the Company has not generated any revenue.

The Company had a net loss of $1,165,707 during the period from incorporation on May 7, 2020 to December 31, 2020. The bulk of the expenses of the Company during the fiscal year ending December 31, 2020 are attributable to consulting and management fees. The Company issued 47,595,100 common shares to consultants and an officer of the Company at a price of $0.02 per share for the value of $951,902 based on the value of consulting services agreed upon by consultants and directors of the Company. Of the 47,595,100 common shares issued, a total of 500,000 common shares with a value of $10,000 were granted to an officer of the Company.

Liquidity and Capital Resources

As of December 31, 2020, the Company had $122,974 in cash on hand. We have received $236,298 in cash investments from our founders, officers and directors in return for Common Shares. In addition, we have issued 7,000,000 options to purchase common stock of the Company at $0.05 per share, and warrants to purchase 7,000,000 shares of our common stock at $0.05 per share.

We have significantly limited financial resources and our plan to enter the gold mining business cannot be funded with our existing resources. We believe these cumulative factors raise doubt about our ability to continue as a going concern. As a result of our decision to enter gold exploration and mining production market we expect to incur significantly higher costs and our resources are insufficient to cover those expected costs without raising capital. We do not consider our available cash and current assets to be sufficient to meet our future business plans without additional sources of liquidity. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

We believe these conditions have resulted from the inherent risks associated with emerging growth companies. Such risks include, but are not limited to (i) uncertainty of gold and mineral production, (ii) changes in commodity prices at levels sufficient to cover our costs and provide a return for investors, (iii) our ability to attract additional capital in order to finance growth, and (iv) being able to successfully compete with other comparable companies in Colombia and the surrounding region that have substantially more financial resources than us.

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for us, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in our business.

Our financial statements have been prepared on a going concern basis which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

The Company’s future viability depends upon the acquisition and financing of mineral exploration or other projects. If the mineral projects are to be successful, additional funds will be required for development and, if warranted, to place them into commercial production. The sources of future funds presently available to the Company is through the issuance of common shares. The ability of the Company to arrange such financing will depend, in part, on prevailing market conditions as well as the business performance of the Company. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in its efforts to arrange the necessary financing, if needed, on terms satisfactory to the Company. If additional financing is arranged through the issuance of shares, control of the Company may change, and shareholders may suffer significant dilution.

Our 12-month plan is to raise additional capital to support the development of El Carlinita Project. Our key planned activities and milestones to achieve our 12-month plan are set out under “Description of the Business – El Carlinita Project – Planned Operations”.

Sasha Kaplun has over 15 years of capital markets experience across trading, equity research and investment banking. He began his career as an analyst with Citigroup in Toronto in their trading and risk treasury group and then with Citi’s investment management group. After completing his MBA he worked two years as an associate at CEO Capital a boutique private equity firm specializing in turnarounds and restructuring of diversified and industrial companies. Mr. Kaplun was previously a partner at Clarus Securities for 6 years where he started as an equity research associate in the metals mining sector before moving over to investment banking where he specialized in mining, diversified, technology and cannabis sectors.

Robert Harrison is a FCPA, FCGA and received his CGA designation in 1991. Mr. Harrison has a 40-year career in accounting, working for firms in the areas of commercial real estate, transportation, waste management, vehicle leasing, food and beverage operations, radio stations, aquaculture and public accounting. During the previous five years, Mr. Harrison has been the CFO of the privately held, owner operated Trius Group of Companies. In addition, he is the CFO of the public companies TRU Precious Metals Corp. (formerly Trius Investments Inc.) and IM Exploration Inc.

Oscar Sepulveda, VP Exploration:

Oscar Sepulveda is a geologist with over 20 years of experience in planning, management and development of “greenfield” exploration programs, both for small and large companies, including: Muriel Mining Corp, Gold-Plata Ltd, Geominera S.A and AngloGold Ashanti Colombia S.A. (“AGAC”). Mr. Sepulveda has been directly involved in the development of exploratory programs at various phases for Au-Cu-Mo Porphyry type deposits, Au-Ag veined Orogenic Systems and Gold Systems associated with intrusions, with special focus on the Northern Andes Block. As a member of the technical staff of AGAC (2003-2013), he was an integral part of the team responsible for the discoveries of the porphyry deposits of La Mina in 2004, Quebradona in 2005 and La Colosa in 2006. He well also directly involved in the early exploration stages of the Gramalote deposit. Mr. Sepulveda also participated in the joint venture between Gold-Plata and Goldfiends Ltd that led to the discovery of the Au-Cu porphyry from Titiribí in 1996.

Since July 2015, he has overseen general management of METALS Consulting S.A.S, in which he has lead consulting work in the South of Boliva and generation of exploration targets in different areas of Colombia. From September 2017 to July 2018, he served as the VP of Exploration at Royal Road Minerals Ltd, responsible for the exploration program in Nicaragua (JV Mineros S.A.- RRM) and Colombia.

Mr. Sepulveda holds a Bachelor’s degree in Geology from Caldas University in Manizales, Colombia as well as a Master’s Degree in Exploration and Geology from Rhodes University in South Africa.

Joel Freudman, Chairman:

Joel Freudman has served as Chairman of the Board of Directors of the Company since its inception in May 2020. Mr. Freudman is the Founder and President of Resurgent Capital Corp., a privately-owned merchant bank, and serves as a director and/or officer of a number of other micro-capitalization public and private companies, including TRU Precious Metals Corp. and Holly Street Capital Ltd. Prior to founding Resurgent, he was Legal Counsel at Industrial Alliance Insurance and Financial Services Inc. Mr. Freudman holds a Bachelor of Commerce from University of Toronto and a J.D. from Western University.

Michael Chow, Director:

Michael Chow is currently Head of Syndication at an institutional equity and bond trader at CI Financial, one of the largest mutual fund companies in Canada. He has been in that position for the last three years. Prior to that he was an Associate Vice President in Equity and Debt Capital Markets Investment Banking at Credit Suisse Securities for 4 years, where he advised companies in various industries from tech to mining on raising money in the public and private markets. He holds a B.A from University of Western Ontario.

Peter Simeon is an experienced corporate commercial and securities lawyer. As a partner in Gowling WLG (Canada) LLP’s Toronto office, he focuses his practice on corporate finance, mergers and acquisitions, and structured products.  Working closely with issuers, underwriters and other corporate clients, Mr. Simeon delivers practical, effective advice to help businesses move their transactions forward.  He has acted for clients across a range of industries, such as mining, energy and technology.  His expertise includes public offerings, including initial public offerings, private placements, reverse takeovers and qualifying transactions, bought deal financings, secondary offerings and share and asset purchase transactions.  In addition to his work in private practice, Mr.  Simeon is also an experienced in-house lawyer.  He spent several years as corporate counsel at a multinational technology company and completed a secondment at the Ontario Securities Commission in its Market Regulation Group.  Mr. Simeon is on the board of   directors of Bald Eagle Gold Corp. (TSXV: BIG), Phivida Holdings Inc. (CSE:VIDA), Tolima Gold Inc. (TSXV:TOM) and Cluny Capital Corp. (NEX:CLN.H). He holds an LLB from Osgoode Hall Law School at York University and a BA (Political Studies) from Queen’s University.

The following describes the respective consulting agreements entered into by the Company and its executive officers in place as of the date hereof.

The Company has a contract with Sasha Kaplun for provision of consulting services to the Company in Mr. Kaplun’s capacity as Chief Executive Officer dated June 1, 2020, pursuant to which Mr. Kaplun is entitled to compensation for the provision of such services of base fees of CAD$10,000per month.  This agreement provides for a severance payment of six months’ base fees on termination by the Company without cause. This agreement may be terminated at any time for just cause without notice or payment in lieu of notice and without payment of any fees.

In the event that there is a change in control of the Company, either Mr. Kaplun or the Company shall have one year from the date of such change in control to elect to have this agreement terminated.  In the event that such an election is made, the Company shall, within 30 days of such election, make a lump sum termination payment to Mr. Kaplun that is equivalent to 12 months’ base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Kaplun in the 12 months prior to the change in control.  Following a change in control, all options granted to Mr. Kaplun shall be dealt with in accordance with the terms of the Company’s stock option plan; however, all options granted to Mr. Kaplun, but not yet vested, shall vest immediately. Similarly, following a change in control, all shares granted to Mr. Kaplun under the Company’s share compensation plan, but not yet vested, shall vest immediately.

The Company has a contract with Robert Harrison  for consulting services to the Company in Mr. Harrison’s capacity as Chief Financial Officer, dated July 1, 2020, pursuant to which Mr. Harrison is entitled to compensation for the provision of such services of base fees of CAD$3,500 per month.  This agreement provides for a severance payment of six months’ base fees on termination by the Company without cause. This agreement may be terminated at any time for just cause without notice or payment in lieu of notice and without payment of any fees.

In the event that there is a change in control of the Company, either Mr. Harrison or the Company shall have one year from the date of such change in control to elect to have this agreement terminated.  In the event that such an election is made, the Company shall, within 30 days of such election, make a lump sum termination payment to Mr. Harrison that is equivalent to 12 months’ base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Harrison in the 12 months prior to the change in control.  Following a change in control, all options granted to Mr. Harrison shall be dealt with in accordance with the terms of the Company’s stock option plan; however, all options granted to

Mr. Harrison, but not yet vested, shall vest immediately. Similarly, following a change in control, all shares granted to Mr. Harrison under the Company’s share compensation plan, but not yet vested, shall vest immediately.

The following table displays, as of August 13, 2021 , the voting securities beneficially owned by all executive officers and directors as a group. There are no holders who beneficially owns more than 10% of any class of our capital stock:

(1) Includes shares issuable upon exercise of warrants and options.

(2) The final column (Percent of Class) includes a calculation of the amount the group owns now, plus the amount the group is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount all executive officers and directors as a single class could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%. 

Pursuant to our Articles, the quorum for the transaction of business at a meeting of our shareholders is at least two persons who are, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least five percent of the issued shares entitled to be voted at the meeting.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

 

The Company will be required to make annual and semi-annual filings with the SEC. It will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The Company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, and which will include unaudited financial statements for the six months to June 30. The Company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The Company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 shareholders of record and have filed at least one Form 1-K.

 

The Company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

 

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Madre Tierra Mining Ltd. Consolidated Statement of Financial Position (Expressed in United States Dollars)
		As at December 31, 2020
ASSETS
Current assets Cash		$	122,974
Accrued interest receivable			32
Prepaid expenses			822
Total assets		$	123,828
LIABILITIES AND EQUITY
Current liabilities Accounts payable and accrued liabilities (note 10)		$	101,334
Total liabilities			101,334
Equity
Share capital (note 7)			1,188,201
Deficit			(1,159,352	)
Equity attributable to owners of the Company			28,849
Non-controlling interest			(6,355	)
Total equity			22,494
Total liabilities and equity		$	123,828
Nature of operations and going concern (note 1) Commitment and contingencies (note 11) Subsequent events (note 12)

Madre Tierra Mining Ltd. Consolidated Statement of Loss and Comprehensive Loss (Expressed in United States Dollars)
		From period from incorporation on May 7, 2020 to December 31, 2020
Operating expenses
Consulting and management fees (note 10)		$	1,036,207
Professional fees			54,032
General and administrative expenses			70,518
Exploration expenses			5,848
(Gain) on foreign exchange			(875	)
Interest (income)			(23	)
Net loss and comprehensive loss for the period		$	1,165,707
Net loss and comprehensive loss attributable to:
Equity holders		$	1,159,352
Non-controlling interest			6,355
Net loss and comprehensive loss for the period		$	1,165,707
Basic and diluted net loss per share attributable to equity holders		$	(0.03	)
Weighted average number of common shares outstanding – basic and diluted			33,305,588

	Attributable to owners of the Company
	Number of Shares				Share capital				Deficit				Total				Non- controlling interest				Total equity
Balance, May 7, 2020 (Incorporation)			-			$	-			$	-			$	-			$	-			$	-
Common shares issued (note 7)			70,000,000				1,188,201				-				1,188,201				-				1,188,201
Net loss for the period			-				-				(1,159,352	)			(1,159,352	)			(6,355	)			(1,165,707	)
Balance, December 31, 2020			70,000,000			$	1,188,201			$	(1,159,352	)		$	28,849			$	(6,355	)		$	22,494

Madre Tierra Mining Ltd. Consolidated Statement of Cash Flows (Expressed in United States Dollars)
		From period from incorporation on May 7, 2020 to December 31, 2020
Operating activities
Net loss		$	(1,165,707	)
Changes in non-cash working capital
Accrued interest receivable			(32	)
Prepaid expense			(822	)
Amounts payable and accrued liabilities			1,053,236
Net cash used in operating activities			(113,325	)
Financing activities
Proceeds from share issuance			236,299
Net cash provided by financing activities			236,299
Net change in cash		$	122,974
Cash, beginning of period			-
Cash, end of period		$	122,974
Supplementary information
Shares issued for services (note 7 (b) (iii))		$	951,902

1.

Nature of operations and going concern

2.

Basis of presentation and compliance (continued)

-

The valuation of share-based compensation (note 3 and 7);

-

The recoverability and measurement of deferred income taxes (note 3 and 8)

-

Income, value added, withholding and other taxes (note 3); and

-

The recognition of contingent liabilities (note 11)

-

the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty (note 1)

3.

Significant accounting policies

4.

Capital risk management

5.

Financial instruments and risk management

♦

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

♦

Level 2 – Inputs other than quoted prices included in Level 1 that are observable, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

♦

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

6.

Mining rights

7.

Share capital

a)

Authorized share capital

b)

Common shares issued

		Number of common shares				Amount
Balance, May 7, 2020			-			$	-
Issuance of common stock (i)			10,590,000				1
Issuance of common stock (ii)			11,814,900				236,298
Issuance of common stock (iii)			47,595,100				951,902
Balance, December 31, 2020			70,000,000			$	1,188,201

(i)

On May 7, 2020, the Company issued 10,590,000 common shares, at a price of $0.0000001 per common shares for gross proceeds of $1. The Company retained certain repurchase rights such that if certain milestones are not met the Company may reacquire the common shares at their issue price.

(ii)

On October 1, 2020, the Company completed a non-brokered private placement with the issuance of 11,814,000 common shares, at a price of $0.02 per common share, for gross proceeds of $236,298.

(iii)

On October 1, 2020, the Company issued 47,595,100 common shares to consultants and an officer of the Company at a price of $0.02 per share for the value of $951,902 in payment for the value of their consulting services invoiced to the Company.

c)

Warrants

	Number of warrants	Weighted average exercise price
Warrants outstanding, May 7, 2020	-	$ -
Warrants issued	7,000,000	0.05
Warrants outstanding, December 31, 2020	7,000,000	$ 0.05

Weighted average exercise price	Weighted average contractual life	Number of warrants outstanding
$0.05	4.60 years	7,000,000

7.

Share capital (continued)

d)

Stock options

	Number of options	Weighted average exercise price
Options outstanding, May 7, 2020	-	$ -
Options granted	7,000,000	0.05
Options outstanding, December 31, 2020	7,000,000	$ 0.05
Options exercisable, December 31, 2020	7,000,000	$ 0.05

Weighted average exercise price	Number of options outstanding	Weighted average contractual life	Number of options exercisable	Weighted average contractual life
$0.05	7,000,000	4.60 years	7,000,000	4.60 years

8.

Income taxes

a)

Provision for income taxes

The reconciliation of the combined Canadian federal and provincial income taxes at statutory rate of 26.5% to the effective tax rate is as follows:
		December 31, 2020
Loss before income taxes		$	(1,165,707	)
Expected income tax recovery based on statutory rate			(309,000	)
Adjusted to expected income tax recovery:
Change in foreign exchange rates			(13,000	)
Change in tax rates			(3,000	)
Change in unrecorded deferred tax asset			325,000
Deferred income tax provision (recovery)		$	-

b)

Deferred income taxes

		December 31, 2020
Unrecognized deferred tax assets
Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:
Non-capital loss carry-forwards		$	312,000
Total		$	312,000

9.

Loss per share

10.

Related party transactions

		Period from incorporation on May 7, 2020 to December 31, 2020
Directors & officers’ compensation		$	71,326

11.

Commitments and contingencies

12.

Subsequent events

PART III

INDEX TO EXHIBITS

* Previously Filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, on August 17 , 2021.