[D] Lion Rock Resources Inc. SEC Filing

Rhea-AI Filing Summary

Lion Rock Resources Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt offering of equity and related warrants. The issuer raised $661,780 USD (CDN $913,556 at the stated Sept. 15, 2025 rate) and reports total amount sold $661,780 with $0 remaining. Units were one share plus one warrant exercisable into one share at CDN $0.30 until Sept. 15, 2027. The filing lists 23 investors, states a $0 minimum investment accepted, and reports $0 in sales commissions and finders' fees. The notice was signed by Corporate Secretary Carrie Cesarone.

Positive

• Offering fully subscribed: Total offering amount of $661,780 USD has been sold with $0 remaining.
• No sales commissions or finders' fees: Reported $0 in commissions and finders' fees, lowering issuance costs.
• No proceeds paid to insiders: The filing indicates $0 of gross proceeds used to pay executive officers, directors or promoters.

Negative

• Small capital raise: Total proceeds of $661,780 USD represent a modest financing that may be immaterial to larger strategic initiatives.
• Issuer declined to disclose size category: The filing marks "Over $100,000,000" category but also includes "Decline to Disclose" entries, creating ambiguity about asset/revenue disclosure.

Insights

Securities Analyst

TL;DR: Small private raise completed under Rule 506(b); limited market impact but shows successful capital formation.

The filing documents a completed exempt offering totaling $661,780 USD, with warrants at CDN $0.30 exercisable through Sept. 15, 2027. Use of proceeds to insiders is reported as $0. The offering used Rule 506(b), indicating reliance on the non-general solicitation framework and accredited-investor exemption. The absence of sales commissions and finders' fees reduces transaction costs. With 23 investors and no remaining amount to be sold, this appears to be a closed, modest-sized financing typical for junior resource issuers.

Corporate Governance Expert

TL;DR: Filing discloses issuer officers/directors and compliance with Form D signature requirements.

The Form D lists named executives and directors, including specified roles for CEO, CFO and Corporate Secretary, and provides consistent principal place of business information in Vancouver, BC. The signature by Corporate Secretary Carrie Cesarone certifies the notice. The filing states no payments to named insiders from the gross proceeds ($0), which is a favorable disclosure for governance transparency. No amendments or solicitation state details beyond "All States" unchecked are provided.

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

0001992500

King's Bay Resources Corp.

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

Name of Issuer

Lion Rock Resources Inc.

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
Lion Rock Resources Inc.
Street Address 1		Street Address 2
200 BURRARD STREET, SUITE 1615
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3L6	604 678 5308

3. Related Persons

Last Name	First Name	Middle Name
Ginn	R.	Dale
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Boulay	Rick
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Verdejo	Dominic
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Meagher	Patrick	Joseph
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Cesarone	Carrie
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Corporate Secretary

Last Name	First Name	Middle Name
Dhaliwal	Navjit
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chair

Last Name	First Name	Middle Name
Farmer	Laurence
Street Address 1	Street Address 2
200 Burrard Street, Suite 1615
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

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

X 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

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	2025-09-15				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
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		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	$661,780	USD	or Indefinite
Total Amount Sold	$661,780	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

CDN $913,556 based on Bank of Canada exchange rate of 0.7244 on Sept. 15, 2025. Units consist of one share and one warrant. Each warrant is exercisable into one share at CDN $0.30 per share until Sept 15, 2027.

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:

23

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
Lion Rock Resources Inc.	/s/ Carrie Cesarone	Carrie Cesarone	Corporate Secretary	2025-09-30

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 did Lion Rock Resources Inc. (LRRIF) raise in this Form D filing?

The filing reports total proceeds of $661,780 USD (CDN $913,556 using the stated Sept. 15, 2025 exchange rate).

How many investors participated in Lion Rock's offering?

The Form D lists a total of 23 investors who have invested in the offering.

What securities were issued in the offering reported by LRRIF?

Units consist of one share and one warrant; each warrant is exercisable into one share at CDN $0.30 until Sept. 15, 2027.

Were any sales commissions or finders' fees paid in Lion Rock's offering?

No; the filing reports $0 in sales commissions and $0 in finders' fees.

Did Lion Rock disclose payments to insiders from the offering proceeds?

Yes. The Form D indicates $0 of the gross proceeds were used for payments to executive officers, directors, or promoters.