Madre Tierra Mining Ltd.

Cascade · Distributions

Where each dollar goes

$875K

LP $875K · Fees $0 · GP $0

Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →

Deal diligence18 findings · worst high

Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.

Document quality

Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.

Numeric inconsistency — Warrant exercise period (24-month vs 18-month)

High

The Warrant exercise period is stated as 24 months on the cover and throughout the body, but the financial-statement subsequent-events note states an 18-month exercise period for the same Warrants.

“at an exercise price of $0.75 per Warrant Share, subject to certain adjustments, over a 24-month exercise period following the date of issuance of the Warrant. ||| at an exercise price of $0.75 per Warrant Share, subject to certain adjustments, over an 18-month exercise period following the date of issuance of the Warrant.”

PPM p.193% confidence

Document-quality defect — Mining license number (ICQ-0800362X vs ICQ-080036X-Z1)

Medium

The single mining concession is identified by two different license numbers in the document: 'ICQ-0800362X' in the property description and 'ICQ-080036X-Z1' in the narrative description of the business.

“The Company holds one mining license, ICQ-0800362X, comprising 56.5 hectares. ||| acquired mining license ICQ-080036X-Z1 (the 'Mining Licence'), which comprises the Madre Tierra Project”

PPM p.2884% confidence

Numeric inconsistency — New-investor post-Offering ownership (approximately 55% vs 45%)

Medium

The Dilution narrative says new investors will own approximately 55% of Common Shares after the Offering, but the dilution capitalization table shows new investors at 45% (and existing shareholders at 55%) when 100% of Units are sold.

“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. ||| New Investors 57,142,857 45 %”

PPM p.1478% confidence

Numeric inconsistency — Use of Proceeds 50% total ($24,150,000) vs Dilution table 50% funding level ($24,125,000)

Medium

The 50%-sold scenario is presented as a $24,150,000 total in the Use of Proceeds table but as $24,125,000 in the Dilution funding-level table, two different figures for the same offering level.

“TOTAL $ 48,250,000 $ 36,187,500 $ 24,150,000 $ 12,062,500 ||| Funding Level $ 48,250,000 $ 36,187,500 $ 24,125,000 $ 12,062,500”

PPM p.2782% confidence

Unfilled placeholder text — Termination Date blank: [ (i) ____ , 202 ]

Medium

The Termination Date on the cover page is an unfilled fill-in template token rather than a completed date, indicating the offering circular shipped unfinished.

“This Offering will terminate on the earlier of [ (i) ________ __, 202__ ] , (ii) the date on which the Maximum Offering is sold”

PPM p.190% confidence

Broken cross-reference — Exhibit 6.2

Low

The text directs the reader to Exhibit 6.2 for an English translation of the Commercialization Licence, but the Index to Exhibits lists 6.2 as the Broker-Dealer Services Agreement and lists the Commercialization License (translation) as Exhibit 6.6.

“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.”

PPM p.3488% confidence

Document-quality defect — Principal place of business (Victoria, BC vs Toronto / Vancouver / Bucaramanga)

Low

The Summary and Corporate Information state the Company is headquartered in Victoria, British Columbia (with a Bogota operating office), but the Description of Business states its principal place of business is in Toronto, with corporate offices in Vancouver and technical operations in Bucaramanga.

“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”

PPM p.2880% confidence

Numeric inconsistency — Change-of-control USD conversion (CAD $162,000 = $128,250 vs $127,000; CAD $81,000 = $64,125 vs $63,500)

Low

The same CAD change-of-control and termination amounts are converted to different USD figures in the related-party narrative versus the financial-statement commitments note.

“these contracts require payments of approximately CAD $162,000 ( $128,250 USD) to be made upon the occurrence of a change in control ||| these contract requires payments of approximately CAD $162,000 ($127,000) to be made upon the occurrence of a change in control”

PPM p.4185% confidence

Spelling / typo — Auditor's report broken sentence: 'a net loss of during the period'

Info

The auditor's going-concern emphasis paragraph contains a broken sentence with a missing dollar amount: 'the Company has a net loss of during the period'.

“the Company has a net loss of during the period from incorporation on May 7, 2020 to December 31, 2020.”

PPM p.4686% confidence

Spelling / typo — Misspelled signatory name 'Robert Harrision'

Info

The CFO's surname is misspelled 'Harrision' in the signature block, whereas it is spelled 'Harrison' throughout the rest of the document.

“/s/Robert Harrison Robert Harrision Chief Financial Officer”

PPM p.6282% confidence

Diligence gaps

Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.

DDQ gap: Does the fund engage an independent auditor?

High

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: Does the fund have a GP clawback provision?

High

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: What is the LP/GP carried-interest split above the preferred return?

High

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: What is the preferred return (hurdle) rate offered to LPs?

High

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: Does the fund use a third-party fund administrator?

Medium

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: Is there a GP catch-up, and at what rate?

Medium

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: What distribution-waterfall structure does the fund use?

Medium

The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ gap: What is the GP's capital commitment (skin in the game)?

Medium

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

90% confidence

DDQ readiness

How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.

38%

Coverage

5 answered0 partial8 gaps13 questions

Economics

What is the preferred return (hurdle) rate offered to LPs?Gap
What is the LP/GP carried-interest split above the preferred return?Gap
Is there a GP catch-up, and at what rate?Gap
Does the fund have a GP clawback provision?Gap
What is the GP's capital commitment (skin in the game)?Gap

Structure

What distribution-waterfall structure does the fund use?Gap
What is the fund's investment strategy / asset class?Debt · UnknownAnswered
What is the fund's vintage year?Vintage 2021.Answered
What is the target offering size?Target offering of $49,999,999.Answered
What is the minimum LP investment?Minimum investment of $1,000.Answered

Fees & Expenses

Is the fund's fee schedule disclosed (management fee, etc.)?4 fee line item(s) extracted from the offering documents.Answered

Governance

Does the fund engage an independent auditor?Gap
Does the fund use a third-party fund administrator?Gap

Generate IC memo →

Fee scheduletaken before LP distributions

Total load 3.00%

Fee

Trigger

Basis

Rate

Broker-Dealer Commission

Closing of subscriptions in specified states

3% of aggregate amount raised from investors in seven specified states (Washington, Arizona, Texas, Alabama, North Dakota, Florida, and New Jersey) via Dalmore Group LLC

3.00%

Broker-Dealer Setup Fee

Execution of Broker-Dealer Agreement

Flat one-time fee of $5,000

0.00%

Consulting Fee

FINRA issues No Objection Letter and Offering Circular is qualified by the SEC

Flat one-time consulting fee of $50,000 for ongoing general consulting services relating to the Offering

0.00%

FINRA Corporate Filing Fee

Filing with FINRA

Flat fee of $8,000 required by the agreement with Dalmore

0.00%

Service providers3 gaps

Provider network →

Legal Counsel

Gap

Not disclosed

No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.

Auditor

Gap

Not disclosed

Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?

Fund Administrator

Gap

Not disclosed

No third-party fund administrator referenced. Manager likely handles admin internally — common for <$10M raises but reduces independence.

Placement Agent

No placement agent engaged

No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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Waterfalls Composite Score

41.3.

LP-favorability score · 5 weighted dimensions

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Score breakdown5 dimensions

Absolute LP Takeⓘunscored—

GP Timing Riskⓘ30

Pref Qualityⓘ10

Fee Dragⓘ100

Alignmentⓘ25

LP take × exit multiple

at 5y hold · 100% at 1.75×

LP take Fee drag· sim at $500k equity

Exit	LP IRR	LP MoC	LP Take	Fees
1.00×	0.0%	1.00×	100.0%	0.0%
1.50×	8.4%	1.50×	100.0%	0.0%
1.75×	11.8%	1.75×	100.0%	0.0%
2.00×	14.9%	2.00×	100.0%	0.0%
2.50×	20.1%	2.50×	100.0%	0.0%
3.00×	24.6%	3.00×	100.0%	0.0%

Jump to an exit

1.0× downside 1.5× base 2.0× upside 3.0× home run

Madre Tierra Mining Ltd.

Document quality

Numeric inconsistency — Warrant exercise period (24-month vs 18-month)

Document-quality defect — Mining license number (ICQ-0800362X vs ICQ-080036X-Z1)

Numeric inconsistency — New-investor post-Offering ownership (approximately 55% vs 45%)

Numeric inconsistency — Use of Proceeds 50% total ($24,150,000) vs Dilution table 50% funding level ($24,125,000)

Unfilled placeholder text — Termination Date blank: [ (i) ________ __, 202__ ]

Broken cross-reference — Exhibit 6.2

Document-quality defect — Principal place of business (Victoria, BC vs Toronto / Vancouver / Bucaramanga)

Numeric inconsistency — Change-of-control USD conversion (CAD $162,000 = $128,250 vs $127,000; CAD $81,000 = $64,125 vs $63,500)

Spelling / typo — Auditor's report broken sentence: 'a net loss of during the period'

Spelling / typo — Misspelled signatory name 'Robert Harrision'

Diligence gaps

DDQ gap: Does the fund engage an independent auditor?

DDQ gap: Does the fund have a GP clawback provision?

DDQ gap: What is the LP/GP carried-interest split above the preferred return?

DDQ gap: What is the preferred return (hurdle) rate offered to LPs?

DDQ gap: Does the fund use a third-party fund administrator?

DDQ gap: Is there a GP catch-up, and at what rate?

DDQ gap: What distribution-waterfall structure does the fund use?

DDQ gap: What is the GP's capital commitment (skin in the game)?

DDQ readiness

Fee scheduletaken before LP distributions

Community threads0 active

Reviews

Unfilled placeholder text — Termination Date blank: [ (i) ____ , 202 ]