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AmmPower (AMMPF)

Filed: 28 Feb 22, 6:22pm

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001913952
Soldera Mining Corp.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
AmmPower Corp.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2019
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
AmmPower Corp.
Street Address 1 Street Address 2
5 HAZELTON AVENUE SUITE 400
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
TORONTO ONTARIO, CANADA M5R 2E1 6046020001

3. Related Persons

Last Name First Name Middle Name
Benninger Gary
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer
Last Name First Name Middle Name
Bharti Rene
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President
Last Name First Name Middle Name
Faizaan Lalani
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Moreno Luisa
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Comai Alia
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Zhang Zhenyu
Street Address 1 Street Address 2
5 Hazelton Avenue Suite 400
City State/Province/Country ZIP/PostalCode
Toronto CANADA (FEDERAL LEVEL) M5R 2E1
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technologist

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
X Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2022-02-13 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security 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?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
H.C. Wainwright & Co., LLC 375
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
430 Park Avenue 4th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
All States
Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount $5,477,973 USD
or Indefinite
Total Amount Sold $2,363,135 USD
Total Remaining to be Sold $3,114,838 USD
or Indefinite

Clarification of Response (if Necessary):

7,142,858 com. stock shares & warrants for 7,142,858 shares at C$0.42 per sh./war., war. ex. price C$0.52; war. issued to placement agent for 571,429 shares, war. ex. price C$0.42. USD based on C$1.2695 Bank of Canada daily exc. rate 2/17/22.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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:
1

15. Sales Commissions & Finder's 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 $289,327 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

Includes 8.0% commission & non-accountable expenses. H.C. Wainwright or designees also received warrants to purchase up to 571,429 shares common stock at C$0.42/share. USD based on CAD$1.2695 Bank of Canada daily exchange rate on 2/17/22.

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
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
AmmPower Corp. Gary N. Benninger Gary N. Benninger CEO & Executive Chairman 2022-02-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.