KDKGF Private Placement: Units with CAD$0.12 Warrants, $203.6K Remaining

Rhea-AI Filing Summary

Klondike Gold Corp filed a Form D reporting a Regulation D, Rule 506(b) exempt offering of units consisting of one common share plus one warrant (warrant exercise price CAD$0.12, two‑year term). The total offering size is stated as $373,326 USD (amounts converted from CAD at a 0.7221 rate), of which $169,694 USD has been sold and $203,632 USD remains available. The company reports No Revenues and indicates the offering may continue for more than one year. Two investors have participated to date and no sales commissions or finders' fees were paid. The notice was signed by Jasvir Kaloti, CFO.

Positive

• Capital raised to date: $169,694 USD has already been sold under the offering
• Exemption reliance: Offering conducted under Rule 506(b), a commonly used SEC exemption
• No sales commissions or finders' fees reported, preserving proceeds for the issuer

Negative

• No revenues reported, indicating limited or no operating income at filing
• Small total offering size ($373,326 USD) may be insufficient for major development or expansion
• Low investor breadth: only 2 investors reported to date, concentrating ownership and funding

Insights

Securities/Financial Analyst

TL;DR: Small Rule 506(b) capital raise with warrants; proceeds limited so near-term impact on operations is likely modest.

The filing documents a private placement under Rule 506(b) totaling $373,326 USD, with $169,694 USD sold so far and $203,632 USD remaining. Units include a warrant with a CAD$0.12 exercise price and two‑year term, which could dilute equity if exercised. The issuer reports no revenues, signaling an early‑stage or non‑operating company; proceeds may be used for general working capital. With only two investors and no sales commissions reported, the raise appears tightly held and limited in scale relative to meaningful operational funding.

Corporate Governance Expert

TL;DR: Disclosure is routine and compliant; related persons and officers are identified at a single Vancouver address.

The Form D lists executive officers and directors (including the CFO signer) with a common principal place of business in Vancouver, British Columbia. The filing confirms the issuer is relying on a private offering exemption and affirms the company is not claiming investment‑company status. The statement that proceeds are not earmarked for payments to officers/directors but may be used for general working capital is a standard disclosure. No litigation, conflicts, or material governance events 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

0000872699

ARBOR RESOURCES INC /FI/ /FI

KLONDIKE GOLD CORP /FI

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

Name of Issuer

KLONDIKE GOLD CORP /FI

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
KLONDIKE GOLD CORP /FI
Street Address 1		Street Address 2
3123 - 595 BURRARD STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V7X 1J1	604-609-6138

3. Related Persons

Last Name	First Name	Middle Name
Tallman	Peter
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kaloti	Jasvir
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Keep	Gordon
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Labelle	Anne
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pallot	John
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brunelle	Steve
Street Address 1	Street Address 2
3123 - 595 Burrard Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7X 1J1

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
X	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
	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	2025-09-12				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes 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)
		Units, each comprised of one common share and one share purchase warrant having an exercise price of CAD$0.12 and a term of 2 years

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	$373,326	USD	or Indefinite
Total Amount Sold	$169,694	USD
Total Remaining to be Sold	$203,632	USD	or Indefinite

Clarification of Response (if Necessary):

Dollar amounts have been converted from Canadian dollars using the 0.7221 Bank of Canada daily exchange rate on 9-12-25. Total Remaining to be Sold represents the aggregate exercise price of all warrants sold in the United States.

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:

2

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 X Estimate

Clarification of Response (if Necessary):

A portion of the net proceeds may be used for general working capital purposes, including for payments to officers and directors in the ordinary course, but proceeds are not earmarked for such payments

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
KLONDIKE GOLD CORP /FI	/s/ Jasvir Kaloti	Jasvir Kaloti	Chief Financial Officer	2025-09-29

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 amount has Klondike Gold Corp (KDKGF) raised in this Form D offering?

The filing shows $169,694 USD sold to date out of a $373,326 USD total offering amount.

What securities are being offered by Klondike Gold Corp in this Form D?

Units comprised of one common share and one share purchase warrant; warrants have an exercise price of CAD$0.12 and a two‑year term.

Under which exemption is the Klondike Gold Corp offering made?

The issuer is claiming an exemption under Regulation D, Rule 506(b).

How many investors participated in Klondike Gold Corp's offering?

The filing reports 2 investors have already invested in the offering.

Will Klondike Gold Corp use proceeds to pay officers or directors?

The filing states $0 USD is currently identified for payments to named officers/directors, but a portion of net proceeds may be used for general working capital including ordinary course payments.

Where is Klondike Gold Corp based and who signed the Form D?

Principal place of business is Vancouver, British Columbia, Canada. The Form D was signed by Jasvir Kaloti, Chief Financial Officer.