Frequently Asked Questions
Looking for some answers to questions you may have? Check down below, and if we haven’t answered yours, send us a question at the bottom and we’ll respond to you ASAP!
Tiered Rewards
The clubhouse will be a group space for members and guests of members. The clubhouse will be located on mountain in general proximity to the overnight cabins. It will include a fireplace and a few different social gathering areas and will have a cash bar and select daily menu food service. All members will be issued a membership card and will be allowed to sign in guests (based on space availability).
The clubhouse is expected to be open every day during lift operation hours during the winter season.
The overnight cabins for those who invest $10,000 or more will be based upon a to-be-developed reservation system. Fees for “RedHead” members are per cabin $100/night for a housekeeping fee. The cabins will be open during the winter ski season, weather-dependent.
After RedHead member priority period has closed, the cabins will be open to public reservations if space is available. Minimum stay 1 night. Maximum stay TBD based on reservations. The pricing for the public will be determined but will not be the simple $100 per night that RedHead members pay.
Reservations must be secured with a credit card. Full payment is required prior to check in. For large groups requiring more than one cabin a 20% non-refundable deposit is required at the time of booking. Balance is required 60 days prior to check in.
We continue to operate and find ways to improve the resort. Although we are going live in Canada on August 14, 2017, RED has already commenced construction of the remodeling of Paradise Lodge, High Performance Center, Piste Off Retail Center and the expansion of the parking lot using a short-term bridge loan as described in the Canadian Offering Memorandum. All of these projects are disclosed in the use of proceeds section of our Canadian Offering Memorandum but we wanted these four projects to be complete by the beginning of this upcoming winter. We are hopeful that our Fight the Man campaign will be successful in order to repay the bridge loan for these projects.
You can assign the perks to a friend or family member. Details of perk transfer can be provided upon request.
RED is pleased to offer a complimentary custom ski or snowboard with the Equity purchase of $3,500 and up (details will be provided to investors after closing). To compliment this, we will offer both ski and snowboard bindings for purchase at a special Investor price. Bindings will not be sold individually, and must be packaged along with the ski or snowboard. Investors do not have to purchase bindings through RED; the purchase of bindings is completely optional. Sizing options are available per model and can be found in detail right here.
Watch our partnership videos with Blizzard and Lib Tech here »
Equity, Stock, & Ownership
The US launch is scheduled approximately 90 days following the Canadian launch as a result of the US securities law filing procedures and time to get RED’s US “Offering Circular” qualified by the US SEC.** The US investors will not be disadvantaged in any way by the later offering and will have the same opportunity to invest and enjoy whatever associated level of rewards for the upcoming winter at RED Mountain.
Investors resident in Canada will invest through the FrontFundr portal and will receive electronic notification from FrontFundr once Class D Units have been issued to each investor. Upon receiving such notification, the investor will be able to log in to their FrontFundr account to confirm details of their subscription.
Investors resident in a country other than Canada will invest through the StartEngine portal and will receive electronic notification from StartEngine once Class D Units have been issued to each investor. Upon receiving such notification, the investor will be able to log in to their StartEngine account to confirm details of their subscription.
Class D Units will be issued in book-entry form only; as such, investors will not receive a physical Class D Unit certificate.
Investors should read the Canadian Offering Memorandum describing the terms of the Class D Units and the other units of RED. There are currently Class A, B, C and C2 units outstanding. Class D Units will rank in priority to all of these issued securities in terms of repayment of capital. After the repayment of all capital and priority distributions, Class D Units will participate in residual distributions with all the other classes of units as set out in the Canadian Offering Memorandum. Class D Units will be non-voting. If RED proposes to issue any units ranking in priority to the Class D Units, holders of class D Units will be given the opportunity to participate pro rata. Investors in Class D Units will receive tiered rewards as set out in the Canadian Offering Memorandum – these tiered rewards were not provided to investors in the other classes of units.
Red is a partnership not a corporation so Class D Unit investors will not be shareholders, they will be limited partners. Pursuant to Section 64 of the Partnership Act (British Columbia), limited partners are not liable to creditors for the debts of the partnership so long as the limited partners do not participate in the management of the partnership. For reference, the B.C. Partnership Act can be found on CanLII at https://www.canlii.org/en/bc/laws/stat/rsbc-1996-c-348/latest/rsbc-1996-c-348.html
RED Ski Resort has just experienced its two most successful ski seasons (fiscal years ended April 30, 2016 and 2017) on record (records dating back to 1988). Compared to an average of the previous best four seasons since current ownership of RED was acquired in 2004, the 2015/16 season saw an 8% increase in guest visits. The 2016/17 ski season saw guest visits increase 21% compared to the same four season average. The 2016/17 ski season saw an increase in lift revenues of 23.9% over 2015/16. We are excited and hopeful that the addition of the 106 room Josie Hotel and some nice winter weather will continue this trend.
Sales of Class D Units by investors resident in Canada to residents of Canada are subject to resale restrictions as set out in the Canadian Offering Memorandum. Under these restrictions Canadian residents may sell their Class D Units to “accredited investors” as defined under Canadian securities laws or to family and friends of management of RED, as defined under Canadian securities laws.
Sales of Class D Units by investors resident in the United States to residents of the United States are not subject to resale restrictions.
If RED accepts investors from outside of Canada and the United States, Sales of Class D Units by these investors will be subject to the laws of the jurisdiction of the residence of both the purchaser and seller of the Class D Units.
RED has the discretion to refuse to register a transfer. All sales of Class D Units require the purchaser to agree to be bound by the RED partnership agreement and to make certain representations contained in the partnership agreement. There is no custodian of the Class D Units although there is a registrar and transfer agent in the United States for U.S. residents. All transfers will be registered and confirmed electronically. Investors may gift their Class D Units provided the recipient agrees to be bound by the RED partnership agreement and to make certain representations contained in the partnership agreement. The partnership agreement will be available for viewing on FrontFundr when the offering goes live in Canada and on StartEngine when the offering goes live in the United States and abroad.
Investors can sell part of their Class D Unit holdings provided they comply with the resale restrictions set forth above.
Class D Units can be held jointly or in a trust provided the subscription documentation can be filled out appropriately.
It is not anticipated that there will be a dividend associated with your ownership of Class D Units in the foreseeable future. In a sense, each investment with the associated reward is the upfront benefit. In the future, if all capital contributions are repaid and certain priority distributions paid, holders of Class D Units will be entitled to participate in residual distributions as set out in the Canadian Offering Memorandum.
We will not close the offering unless we are comfortable that we will have enough funds to deliver all the rewards at all the levels of investment. The minimum offering is C$1,500,000 (including subscriptions from Canada, the United States and any other country that the partnership may accept subscriptions from). If this is all we are able to achieve for the offering, the clubhouse and overnight cabins on Gray or Granite mountain will still be constructed, although at a smaller scale. We hope to raise significantly more than C$1,500,000, however. In any event, all tiered rewards will still be provided to investors as set out in the offering documents.
If we do not achieve the minimum offering of C$1,500,000, we will return all funds and the offering will be cancelled. All investor funds will be held in trust pending closing and will be fully refunded if we do not achieve the minimum offering.
RED may accept investors outside of Canada depending on the response from each foreign jurisdiction. RED is required to ensure compliance with all foreign jurisdictions and there may be regulatory compliance costs that are prohibitive in any given jurisdiction. Please stay tuned to the StartEngine website for ongoing updates on other jurisdictions.
In Canada, through FrontFundr, the investment opportunity in RED Mountain is made available to residents of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia. Please note that there is a minimum investment threshold per province that must be reached before RED Mountain can accept new shareholders from that province. If you have questions regarding the minimum threshold for a particular province, please contact support@frontfundr.com
You can invest in this partnership as long as you use your Canadian company and as long as your Canadian company was not formed solely for the purposes of making this investment. Your company’s investment will be governed by the Canadian Offering Memorandum as posted on our FrontFundR portal.
This investment is in an existing partnership. The partnership issues units rather than shares. The maximum offering is C$10,000,000 (including subscriptions from Canada, the United States and any other country that the partnership may accept subscriptions from), and Class D Units will be issued at $10.00 per unit. This is a new offering, and not a resale of already issued units. Class D Units will be issued in a CDN$ series for Canadian dollar investors and USD$ series for US dollar investors. Both series will be issued at a subscription price of $10.00 in the respective currency.
Audited financial statements and full details of the offering are included in the Canadian Offering Memorandum – please review this document carefully prior to investing which you can find on our FrontFundr Campaign Page.
Investors should read the Canadian Offering Memorandum describing the terms of the Class D Units and the other units of RED. There are currently Class A, B, C and C2 units outstanding. Class D Units will rank in priority to all of these issued securities in terms of repayment of capital. After the repayment of all capital and priority distributions, Class D Units will participate in residual distributions with all the other classes of units as set out in the Canadian Offering Memorandum. It is estimated that the proportion in which the Class D Units would participate in the residual distributions is based upon a “pre-money” (i.e. prior to the Class D Unit offering) valuation of approximately C$53,104,977, as further described in the Canadian Offering Memorandum. If the maximum offering of C$10,000,000 of Class D Units is achieved, it is expected the holders of Class D Units would receive approximately 15.85% of the residual distributions (after the repayment of capital and priority distributions of the other classes of units) – see pages 16-17 of the Canadian Offering Memorandum for the calculations and assumptions behind this example. However, RED does not expect to be making residual distributions in the foreseeable future. Since Class D Units do not carry voting rights, there is no percentage of voting power afforded to the holders of the Class D Units.
This is not a club membership. To be clear, each investor will be an owner of an equity interest in RED Mountain Resort. The clubhouse membership and the RedHead membership giving access to overnight cabins are simply one of the perks that will be available to investors, depending upon level of subscription.
The offering is subject to both Canadian and U.S. securities legislation. It is not an initial public offering which is accomplished by way of prospectus in Canada and formal registration statement in the United States. Rather, it is considered a “private placement” pursuant to the offering memorandum prospectus exemption in Canada. In the United States, the offering is being made pursuant to Regulation A, which is an exempt public offering whereby investors receive specified disclosure but not the same disclosure required under an IPO.
As noted in the Canadian Offering Memorandum, on June 30, 2017 two lenders to RMR Acquisition Corp. (“RMR”), a wholly owned subsidiary of the Partnership, converted a little over C$23.5 M in principal of loans to Class C Units in the Partnership. These lenders agreed to convert their loans on a principal only basis and to waive all accrued interest owing by RMR to such lenders. In exchange for doing so, these lenders received a profits participation interest in the form of a new Class C2 Unit as described in the Canadian Offering Memorandum. The conversion of this debt has a very positive long term impact on the income statement, balance sheet and the business of the partnership. Most of the USD$25.6M of convertible debt shown on the balance sheet for the fiscal year ended April 30,2017 was either converted or waived on June 30, 2017. The Class C and C2 Units received by the lenders are subordinate to the Class D Units in respect of repayment of capital.
Miscellaneous
Over the past 3 years investments in excess of C$10 million have been made in the Trail Regional Airport, which is roughly a ten minute drive from RED. The investments include a new terminal and most notably the improvements to the runway, taxiway and apron that will result in longer take-off and landing distances of 300-500 feet, allowing for increased weight capacities for aircraft using the runway. In addition, in 2016 the airport applied the latest in satellite-based navigation technology to lower the approach limits and improve the reliability, accessibility and safety of flying operations. The Trail Regional airport currently offers daily commercial flights to and from Vancouver, British Columbia. After the Trail airport improvements are complete, we are hopeful, in the near term, that existing and new carriers, from other cities, will schedule direct flights to the updated Trail airport.
RED Mountain and StartEngine have partnered up with FrontFundr, a Canadian Crowdfunding portal, in order to open the investment opportunity in RED Mountain up to Canadian investors. In order to invest in RED Mountain, Canadian residents are required to create a FrontFundr account and provide their investor information. If you need assistance completing your investor profile, please contact support@frontfundr.com.
AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT. THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT CAN BE VIEWED HERE. YOU SHOULD READ THE OFFERING CIRCULAR BEFORE MAKING ANY INVESTMENT.
Investors should review the Canadian Offering Memorandum here dated Aug 12, 2017 as updated October 26, 2017, and further updated December 15, 2017, which can be found here.
