[D] G2 Goldfields Inc. SEC Filing

Rhea-AI Filing Summary

G2 Goldfields Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt equity offering. The company completed the offering with $6,397,380 in total proceeds and reports $0 remaining to be sold. The filing converts Canadian dollar amounts to US dollars using the Bank of Canada rate on September 25, 2025. The offering sold securities to 3 investors, with a minimum outside investment of $0. No sales commissions or finders' fees were paid and no proceeds were allocated to named officers, directors or promoters. The filing indicates the issuer is a Canadian federal corporation headquartered in Toronto and claims the offering is not related to a business combination.

Positive

• Completed offering raising $6,397,380 with to be sold, indicating the financing target was met
• No sales commissions or finders' fees were paid, lowering transaction costs
• No proceeds allocated to officers, directors or promoters, reducing related-party payment concerns
• Clear disclosure of Rule 506(b) exemption and number of investors (3), improving transparency

Negative

• Limited investor base (3 investors) which may concentrate ownership or limit market breadth
• Minimum investment reported as $0, providing no public detail on investor stake sizes or investor types

Insights

Securities Analyst

TL;DR: Completed Rule 506(b) equity raise of $6.4M with no commissions, limited investors, indicating a privately placed financing.

The filing shows a private placement under Rule 506(b) that raised $6,397,380 in US dollars and is fully sold. Absence of sales commissions and finders' fees reduces transaction costs and dilution drag. The small number of investors reported (3) is consistent with a targeted institutional or strategic placement rather than a broad retail offering. Use of proceeds to insiders is reported as $0, which reduces certain governance concerns. Overall, this is a routine capital raise disclosed per SEC requirements with limited public-market signalling.

Corporate Governance Expert

TL;DR: Governance signals are neutral: offering completed, insiders not paid from proceeds, and company provided required disclosure.

The Form D identifies named executive officers and directors at the issuer address and certifies no payments to those persons from offering proceeds. That transparency is positive from a governance standpoint. Reporting the exchange rate used for USD conversion enhances clarity. The small investor count and Rule 506(b) reliance suggest the placement relied on accredited investors and limited solicitation. No material adverse items or related-party payments are disclosed in this notice.

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

0001526491

Lago Dourado Minerals Ltd.

SANDY LAKE GOLD INC.

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

Name of Issuer

G2 Goldfields Inc.

Jurisdiction of Incorporation/Organization

CANADA (FEDERAL LEVEL)

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
G2 Goldfields Inc.
Street Address 1		Street Address 2
141 ADELAIDE STREET WEST, SUITE 1101
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TORONTO	ONTARIO, CANADA	M5H 3L5	416-628-5904

3. Related Persons

Last Name	First Name	Middle Name
Noone	Daniel
Street Address 1	Street Address 2
141 Adelaide St. West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marrelli	Carmelo
Street Address 1	Street Address 2
141 Adelaide Street West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Michalsen	Torben
Street Address 1	Street Address 2
141 Adelaide Street West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stow	Stephen
Street Address 1	Street Address 2
141 Adelaide Street West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rosenberg	Bruce
Street Address 1	Street Address 2
141 Adelaide St. West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sheridan	Patrick
Street Address 1	Street Address 2
141 Adelaide Street West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Diges	Carmen
Street Address 1	Street Address 2
141 Adelaide Street West, Suite 1101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5H 3L5

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

X	New Notice			Date of First Sale	2025-09-25				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 $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	$6,397,380	USD	or Indefinite
Total Amount Sold	$6,397,380	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

US dollar amounts based on Bank of Canada exchange rate on September 25, 2025 of CAD$1.00=USD$0.7180.

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:

3

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):

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
G2 Goldfields Inc.	/s/ Daniel Noone	Daniel Noone	CEO and Director	2025-10-02

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.

FAQ

What did G2 Goldfields Inc. (GUYGF) disclose in its Form D filing?

The company reported a Rule 506(b) exempt equity offering that raised $6,397,380 USD with $0 remaining to be sold.

How many investors participated in G2 Goldfields' offering?

The filing reports a total of 3 investors in the offering.

Were any sales commissions or finders' fees paid in the offering?

No. The filing shows $0 in sales commissions and $0 in finders' fees.

Did G2 Goldfields use offering proceeds to pay officers, directors or promoters?

No. The amount disclosed for payments to named officers, directors or promoters is $0.

What exemption did G2 Goldfields rely on for the offering?

The issuer claimed the Regulation D Rule 506(b) exemption.