Arras Minerals (ARRKF) sells $4,425,743 in US, $13,160,087 abroad

Rhea-AI Filing Summary

Arras Minerals Corp., a British Columbia corporation based in Vancouver, reports selling $4,425,743 USD of equity securities to U.S. investors in a private offering conducted under Rule 506(c) of Regulation D. An additional US$13,160,087 of securities were sold to investors outside the United States. The securities offered are equity interests, and the date of first sale is 2026-07-07. Haywood Securities (USA) Inc. is identified in connection with sales compensation, and finders' fees on U.S. sales are reported as $0 USD. All U.S. dollar figures were converted from Canadian dollars at an exchange rate of US$0.70344 to CDN$1.00 as of July 7, 2026.

Filing Explained

The July 16 Form D reports equity sales already made, but does not quantify any remaining amount to be sold or state the offering’s use of proceeds, leaving the financing’s further scope and deployment of funds unresolved.

Key Figures

Total Amount Sold in US: $4,425,743 USD Additional Amount Sold Outside US: US$13,160,087 Exchange Rate: US$0.70344 to CDN$1.00 +2 more

5 metrics

Total Amount Sold in US $4,425,743 USD Equity securities sold to U.S. investors in the exempt offering

Additional Amount Sold Outside US US$13,160,087 Equity securities sold to non-U.S. investors in the same offering

Exchange Rate US$0.70344 to CDN$1.00 Conversion rate used as of 7/7/2026 for reporting offering amounts

Finders' Fees $0 USD Sales commissions on amounts sold in the U.S. portion of the offering

Date of First Sale 2026-07-07 Initial sale date for the Regulation D equity offering

Key Terms

Rule 506(c), Regulation D, covered securities, Investment Company Act of 1940, +1 more

5 terms

Rule 506(c) regulatory

"Rule 506(c) exemption is claimed for this Regulation D offering"

A SEC rule that lets companies publicly advertise private securities offerings, provided they sell only to accredited investors and take reasonable steps to verify buyers’ financial status. Think of it like a public event that still requires checking IDs and qualifications at the door: it widens a company’s pool of potential backers but requires stricter verification to protect less-experienced investors. For investors, it signals easier deal access but also higher due diligence responsibility.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"the Investment Company Act of 1940, or any rule or regulation under any of these statutes"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

National Securities Markets Improvement Act of 1996 regulatory

"Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA")"

A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/16/2026 - 01:17 PM Accepted by SEC EDGAR 07/16/2026 - 01:17 PM Learn about SEC filing dates

FAQ

What type of offering did Arras Minerals Corp. (ARRKF) report on Form D?

Arras Minerals Corp. reported a private offering of equity securities conducted under Rule 506(c) of Regulation D. This exemption allows the company to raise capital from accredited investors while avoiding a full public registration process, subject to specific U.S. securities law requirements.

How much has Arras Minerals (ARRKF) sold in this exempt offering in the United States and abroad?

Arras Minerals reports $4,425,743 USD of equity securities sold to U.S. investors and an additional US$13,160,087 sold to investors outside the U.S.. These amounts reflect only capital already placed as part of the same private offering.

When did the Arras Minerals (ARRKF) exempt equity offering first close sales?

The date of first sale in Arras Minerals’ private equity offering is 2026-07-07. This date marks when securities were initially sold to investors under the Rule 506(c) exemption and is a key reference point for regulatory and reporting timelines.

What sales compensation and finders' fees are disclosed for Arras Minerals (ARRKF)?

Arras Minerals lists Haywood Securities (USA) Inc. in connection with sales compensation and reports finders' fees of $0 USD for amounts sold in the U.S. The company notes that these U.S. figures were converted from Canadian dollars using a specified exchange rate.

What exchange rate did Arras Minerals (ARRKF) use to report its Form D offering amounts?

Arras Minerals used an exchange rate of US$0.70344 to CDN$1.00 as of July 7, 2026. This rate was applied to convert Canadian dollar proceeds into U.S. dollars for both the $4,425,743 USD sold in the U.S. and US$13,160,087 sold abroad.

Is Arras Minerals (ARRKF) claiming that it is eligible to use the Regulation D exemption?

In connection with its Regulation D offering, Arras Minerals certifies it is not disqualified from relying on Rule 504 or Rule 506. This certification is required to use the exemption and confirms no disqualifying events listed in Rule 506(d) apply.

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
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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

X None

Entity Type

0001855743

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ARRAS MINERALS CORP.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ARRAS MINERALS CORP.
Street Address 1		Street Address 2
999 WEST HASTINGS STREET		SUITE 1508
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2	604-687-5800

3. Related Persons

Last Name	First Name	Middle Name
EDGAR	BRIAN	D.
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
BARRY	TIMOTHY	T.
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
RICHARDS	CHRISTOPHER
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
CARSON	G.	WESLEY
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
KOBALIA	VERA
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
KUNZ	DANIEL	J.
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HEFFERNAN	SCOTT
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
KLINCK	DARREN	E.
Street Address 1	Street Address 2
999 WEST HASTINGS STREET	SUITE 1508
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2W2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

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

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

X

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)
		Rule 506(b)
	X	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	2026-07-07				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
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	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 $42,081 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Haywood Securities (USA) Inc.	42072
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
220 Burrard Street	Suite 700
City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA COLORADO CONNECTICUT MINNESOTA WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$4,425,743	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

Represents only the amount sold in the US. An additional US$13,160,087 was sold to investors outside of the US. Amounts were converted from Canadian dollars at an exchange rate of US$0.70344 to CDN$1.00 as of 7/7/2026.

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:

10

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	$265,545	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents only the sales commissions on amounts sold in the US. Amounts were converted from Canadian dollars at an exchange rate of US$0.70344 to CDN$1.00 as of 7/7/2026.

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
ARRAS MINERALS CORP.	/s/ Christopher Richards	Christopher Richards	Chief Financial Officer	2026-07-16

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.