Golden Arrow unit sale $5.2K, up to $1.3M warrants

Golden Arrow Resources Corp updates its Rule 506(b) exempt unit offering, reporting $5,182 sold and significant additional potential proceeds from warrant exercises.

Rhea-AI Filing Summary

Golden Arrow Resources Corp (GARWF) filed an amended Form D for an exempt offering of equity units under Rule 506(b) of Regulation D. Each unit consists of one common share and one share purchase warrant, with each warrant allowing the holder to acquire one common share at an exercise price of Cdn $0.15 until March 26, 2027. As of the amendment, Golden Arrow reports $5,182 USD in total amount sold and discloses that an additional $1,300,173 USD may be received upon the exercise of share purchase warrants sold inside and outside the United States. No finders' fees are reported, and the company states that, in the ordinary course of business, some proceeds may be used to pay salaries to certain executive officers and directors.

Filing Explained

The $1,300,173 is not current financing: it is conditional warrant-exercise capacity through March 26, 2027, and exercising those warrants would issue additional common shares, reducing existing holders’ percentage ownership.

Key Figures

Total Amount Sold: $5,182 USD Potential Additional Proceeds: $1,300,173 USD Warrant Exercise Price: Cdn $0.15 per common share +4 more

7 metrics

Total Amount Sold $5,182 USD Equity unit offering under Rule 506(b) of Regulation D

Potential Additional Proceeds $1,300,173 USD May be received upon exercise of share purchase warrants sold inside and outside the U.S.

Warrant Exercise Price Cdn $0.15 per common share Exercise price for share purchase warrants included in each unit

Warrant Expiry Date March 26, 2027 Last date to exercise share purchase warrants

Finders' Fees $0 USD Reported finders' fees for the offering

FX Rate Used Cdn$1.3509 = USD$1.00 Bank of Canada average rate on September 26, 2023 for U.S. dollar amounts

Date of First Sale September 26, 2023 Initial sale date for the exempt offering

Key Terms

Rule 506(b), Regulation D, covered securities, Investment Company Act of 1940, +2 more

6 terms

Rule 506(b) regulatory

"Rule 506(b) is selected among the federal exemptions claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

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

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

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.

share purchase warrant financial

"Each unit consists of one common share and one share purchase warrant"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

exempt offering of securities regulatory

"FORM D Notice of Exempt Offering of Securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is Golden Arrow Resources Corp (GARWF) offering in this Form D/A?

Golden Arrow is offering equity units, with each unit consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of Cdn $0.15 until March 26, 2027.

How much has Golden Arrow Resources Corp (GARWF) sold in this exempt offering so far?

Golden Arrow reports a total amount sold of $5,182 USD in the exempt offering. The filing is an amendment to a prior notice, with the date of first sale stated as September 26, 2023.

What additional proceeds could Golden Arrow Resources Corp (GARWF) receive from this offering?

The company states that $1,300,173 USD may be received upon the exercise of share purchase warrants sold inside and outside the U.S. U.S. dollar figures are based on a Bank of Canada exchange rate of Cdn$1.3509 = USD$1.00 on September 26, 2023.

Under which exemption is Golden Arrow Resources Corp (GARWF) conducting this offering?

Golden Arrow is conducting the offering under Rule 506(b) of Regulation D, a federal exemption that permits certain private offerings of securities without full registration under the Securities Act of 1933.

Are there any finders' fees or sales commissions in Golden Arrow Resources Corp’s (GARWF) Form D/A?

The filing reports finders' fees of $0 USD. No specific sales commissions are disclosed in the provided content for this exempt offering.

How might Golden Arrow Resources Corp (GARWF) use the proceeds from this offering?

Golden Arrow states that, in the ordinary course of business, it may use some offering proceeds to pay salaries to certain executive officers and directors named in the filing.

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

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Available on EDGAR 09/21/2026 - 06:34 AM Accepted by SEC EDGAR 09/21/2026 - 06:33 AM Learn about SEC filing dates

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

0001403870

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

Name of Issuer

Golden Arrow Resources 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
Golden Arrow Resources Corp
Street Address 1		Street Address 2
837 WEST HASTINGS ST		SUITE 411
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Vancouver	BRITISH COLUMBIA, CANADA	v6c 3n6	604-687-1828

3. Related Persons

Last Name	First Name	Middle Name
Urquhart	Darren
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Norman	Connie
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cacos	Nikolaos
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McEwen	Brian
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gallardo	Pompeyo
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Terry	David
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Celorrio	Ignacio
Street Address 1	Street Address 2
837 W. Hastings Street	Suite 411
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3N6

Relationship: 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)
	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

	New Notice			Date of First Sale	2023-09-26				First Sale Yet to Occur
X	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	X	Other (describe)
		Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holders to acquire one common share at an exercise price of Cdn $0.15 until March 26, 2027.

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 X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,305,355	USD	or Indefinite
Total Amount Sold	$5,182	USD
Total Remaining to be Sold	$1,300,173	USD	or Indefinite

Clarification of Response (if Necessary):

The additional $1,300,173.00 may be received upon the exercise of share purchase warrants sold inside and outside the U.S. U.S. dollar amounts are based on the Bank of Canada average rate of exchange on September 26, 2023, which was CDN$1.3509=USD$1.00.

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	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

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):

In the ordinary course of business, the issuer may use some of the proceeds of the offering to pay salaries to certain of its executive officers and directors.

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
Golden Arrow Resources Corp	/s/ Connie Norman	Connie Norman	Secretary	2026-09-21

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.