o None
Entity Type
0001717010
Umbral Energy Corp.
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 Heritage Cannabis Holdings Corp.
Jurisdiction of Incorporation/Organization
ONTARIO, CANADA
 
Year of Incorporation/Organization
  o Over Five Years Ago
  x Within Last Five Years (Specify Year) 2019
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
 Heritage Cannabis Holdings Corp.  
Street Address 1 Street Address 2
 77 Bloor Street West  Suite 600
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
 Toronto  ONTARIO, CANADA  M5S 1M2  1 888-940-5925 



3. Related Persons
Last Name First Name Middle Name
Sharples Clint
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Phaure Daniel
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Ziraldo Donald
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Arsenault Celine
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 
Last Name First Name Middle Name
Staley Graeme
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Gerard Maxwell
Street Address 1 Street Address 2
77 Bloor Street West Suite 600
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5S 1M2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance x Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale  2021-04-07 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? x Yes o No
 
Clarification of Response (if Necessary)  
 In connection with the Issuer's acquisition of 100% of all the issued and outstanding common shares of Premium 5 Ltd. pursuant to a Acquisition Agreement.

11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation
Recipient Recipient CRD Number o None
   
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
   
Street Address 1 Street Address 2
   
City State/Province/Country ZIP/Postal Code
     
State(s) of Solicitation o All States
 
 



13. Offering and Sales Amounts
Total Offering Amount $ 361859 USD o Indefinite
Total Amount Sold $ 361859 USD  
Total Remaining to be Sold $ 0 USD o Indefinite
 
Clarification of Response (if Necessary)
 U.S. dollar amounts are based on the Bank of Canada exchange rate 0.7926 reported on April 7, 2021.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 9


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 0 USD o Estimate
Finders' Fees $ 0 USD o Estimate
 
Clarification of Response (if Necessary)
  


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $ 0 USD o
Heritage Cannabis (QX) (USOTC:HERTF)
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