Red Mountain Ventures Limited Partnership

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 →

Class structure · 6 classes· viewing as Class C2 Units

How Red Mountain Ventures Limited Partnership divides the cap table

The cascade above is filtered to Class C2 Units. Reset to blended view.

Class D Units (USD$ Series)
preferred
Min · $1K
“Up to 800,000 Class D USD$ Series Limited Partnership Units (the 'Units' or 'Class D Units'), at a price of $10.00 per Unit ... The minimum investment is $1,000.00 (100 Class D Units).”— PPM p. 1
Class A Units
common
“The class A unit holders do not receive any preferential distribution or profit and loss allocations.”— PPM p. 30
Class B Units
common
“Subject to prior right to return of capital and preferential distribution of the Class D, C and C2 units, the Class B unit holders will receive distributions on a pro rata basis until each has received an amount equal to 100% of its capital contribution.”— PPM p. 30
Class C Units
common
“second, to the holders of Class C Units on a pro rata basis until each has received an amount equal to 100% of its capital contribution”— PPM p. 30
Class C2 Units● active
common
“third, to the holders of Class C2 Units until each has received an amount equal to (i) its applicable pro rata share of CDN$9,474,801 plus (ii) its applicable pro rata share of an additional CDN$7,523 per day from June 30, 2017 up until the earlier of (A) April 18, 2019 and (b) the date of distribution to the holders of Class C2 Units”— PPM p. 30
General Partner Unit
membership interest
“General Partner Unit ... 1 ... 1”— PPM p. 30

Deal diligence15 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 — Residual Distribution example - Class D allocation denominator

High

In the Residual Distribution worked example the Class A/B/C/C2 allocations all divide by the stated Aggregate Participation Total of CDN$63,104,977, but the Class D allocation divides by a different figure (CDN$62,604,977), so the same total is stated two ways and the percentages cannot all be correct.

“for an Aggregate Participation Total of CDN$63,104,977; (B) the Class A Units will be allocated 3.57% of the Residual Distribution (CDN$2,250,000/CDN$63,104,977 X 100%); ... and (F) the Class D Units will be allocated 15.85% of the Residual Distribution (CDN$10,000,000/CDN$62,604,977 X 100%)”

PPM p.3295% confidence

Numeric inconsistency — Fiscal 2017 depreciation expense

Medium

Fiscal 2017 depreciation expense is stated as $635,882 in one paragraph and $653,882 in the immediately following paragraph on the same page; the audited Statement of Operations confirms $653,882, so the $635,882 figure is a transposition error.

“Depreciation expense for fiscal 2017, was $635,882, a 5% decrease compared to $664,590 for fiscal 2016. ... The loss includes depreciation expense of $653,882, which is a non-cash item and therefore not a typical operating expense.”

PPM p.2190% confidence

Defined-term defect — Offering Memorandum

Low

The document is captioned and consistently referred to as an 'Offering Circular', but the SIDIT discussion refers to 'the date of this Offering Memorandum', an inconsistent term for the same document.

“As of the date of this Offering Memorandum, SIDIT has made a non-binding commitment to extend the maturity date of the SIDIT Credit Facility to April 18, 2024 and reduce the interest rate to 6%.”

PPM p.2470% confidence

Numeric inconsistency — Jeff Busby - director tenure start date

Low

The directors table lists Jeff Busby's term of office as a director beginning 'June 2004', but his bio on the following page states he has served as a director 'since 2008'; the two start dates for the same fact conflict.

“Jeff Busby Director June 2004 - Present ... Jeff Busby , has a served as a Director of the General Partner since 2008.”

PPM p.2585% confidence

Unfilled placeholder text — _____ (cover-page offering circular date)

Low

The cover page carries an unfilled blank where the offering-circular date should appear.

“PRELIMINARY OFFERING CIRCULAR DATED _____, 2017”

PPM p.170% confidence

Unfilled placeholder text — _____ (estimated sale commencement date)

Low

The estimated date on which the sale of securities will commence is left as an unfilled blank line.

“We currently estimate that the sale of the securities will commence on approximately _____________________.”

PPM p.280% confidence

Spelling / typo — LIMTED

Info

The fund's own name is misspelled 'LIMTED PARTNERSHIP' (missing the 'I' in LIMITED) in the financial-statements cover heading.

“RED MOUNTAIN VENTURES LIMTED PARTNERSHIP”

PPM p.4390% confidence

Spelling / typo — RED MOUNTAN

Info

The fund's own name is misspelled 'RED MOUNTAN VENTURES' (missing the 'I' in MOUNTAIN) in the Consolidated Statements of Cash Flows heading.

“RED MOUNTAN VENTURES LIMITED PARTNERSHIP”

PPM p.4690% 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 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 answered1 partial7 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?6 distribution tier(s) extracted; structure type not classified.Partial
What is the fund's investment strategy / asset class?UnknownAnswered
What is the fund's vintage year?Vintage 2017.Answered
What is the target offering size?Target offering of $8,000,000.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.)?5 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 4.00%

Fee

Trigger

Basis

Rate

Platform Fee (StartEngine)

Per investor subscription through StartEngine.com

$50.00 per investor for hosting the Class D Unit offering on the StartEngine platform, plus a warrant to purchase Class D Units

0.00%

Escrow and Technology Services Fee (FundAmerica / Prime Trust)

Offering and closing administration

One-time escrow fee $500; $395 bad actor checks; $500/month service setup; $25/month escrow fee; $12.50/transaction accounting API; $2 per domestic AML check ($5 UK, up to $60 international); 0.0025% cash management fee; ACH $0.50, check $10, wire $15/$35 per fund transfer

0.00%

Credit Card Processing Fee

Credit card subscription payment

Approximately 4% of subscription amount if credit card payments are accepted, plus approximately 6% holding reserve for approximately 6 months

4.00%

General Partner Expense Reimbursement

Monthly, ongoing operations

Reimbursement of all costs and expenses incurred by the General Partner in operation of the business, including administrative, overhead, professional, technical, and advisory expenses, plus interest at the General Partner's banking rate on any advances

0.00%

Province Operating Agreement Fee

Annual gross revenue

1.3% of annual gross revenue payable to the Province of British Columbia for the right to use Crown land (current rate after terrain expansion; subject to potential increases up to 2% of gross revenue)

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

45.0.

LP-favorability score · 5 weighted dimensions

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Venture Capital

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Score breakdown5 dimensions

Absolute LP Takeⓘunscored—

GP Timing Riskⓘ40

Pref Qualityⓘ15

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

Red Mountain Ventures Limited Partnership

Class D Units (USD$ Series)

Class A Units

Class B Units

Class C Units

Class C2 Units● active

General Partner Unit

Document quality

Numeric inconsistency — Residual Distribution example - Class D allocation denominator

Numeric inconsistency — Fiscal 2017 depreciation expense

Defined-term defect — Offering Memorandum

Numeric inconsistency — Jeff Busby - director tenure start date

Unfilled placeholder text — _____ (cover-page offering circular date)

Unfilled placeholder text — _____ (estimated sale commencement date)

Spelling / typo — LIMTED

Spelling / typo — RED MOUNTAN

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 is the GP's capital commitment (skin in the game)?

DDQ readiness

Fee scheduletaken before LP distributions

Community threads0 active

Reviews