Norsemont Files Form D Amendment: $690,997 Raised, Warrants Exercisable to 2027

Rhea-AI Filing Summary

Norsemont Mining Inc. filed an amended Form D reporting a Regulation D, Rule 506(b) exempt offering. The issuer states a total offering amount of $690,997 USD, all of which has been sold, with $0 remaining. The securities issued were units of one share plus one-half of one warrant; each whole warrant is exercisable into one share at CDN$0.75 until August 25, 2027. The first sale date listed is August 25, 2025. The filing reports 2 investors and indicates $0 paid in sales commissions or finders’ fees and $0 of proceeds paid to insiders. The filing was signed by Charles Ross, Director, on September 9, 2025. The issuer's principal place of business is Vancouver, British Columbia.

Positive

• Offering fully subscribed: Total offering of $690,997 USD reported as sold with $0 remaining
• No commissions or finders' fees: The filing reports $0 in sales commissions and $0 in finders' fees
• No proceeds to insiders: The filing indicates $0 of gross proceeds used to pay executive officers, directors or promoters

Negative

• Concentrated investor base: Only 2 investors reported, implying concentration risk
• Potential dilution: Warrants exercisable at CDN$0.75 through August 25, 2027 could dilute equity if exercised

Insights

Securities & Capital Markets Analyst

TL;DR: Small, completed Reg D 506(b) equity/warrant unit offering; limited direct market impact given size but establishes financing and warrant overhang.

The filing documents a completed private placement of $690,997 USD raised via units composed of common shares and detachable warrants exercisable at CDN$0.75 through August 25, 2027. The use-of-proceeds disclosures show $0 paid to insiders and $0 in commissions, suggesting a direct placement without intermediary fees. With only 2 investors reported, the offering appears concentrated. Under Rule 506(b), general solicitation was not used. The absolute size is small relative to the issuer classification indicated, so this is unlikely to materially change enterprise valuation but could create potential warrant dilution if exercised.

Corporate Governance Expert

TL;DR: Administrative amendment confirms offering details and signatures; governance disclosures are routine and complete.

The amendment clarifies offering mechanics, investor count, and that no commissions or insider payments were made from proceeds. The document lists named officers and directors with corporate addresses and roles, and includes an authorized signature by a director. These elements meet Form D disclosure expectations and present no immediate governance red flags in the filing itself. The limited investor base and absence of intermediary involvement are notable governance facts for board oversight of shareholder concentration.

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

0001778940

Norsemont Capital Inc.

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

Name of Issuer

Norsemont Mining 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
Norsemont Mining Inc.
Street Address 1		Street Address 2
SUITE 1120		789 W PENDER STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 1H2	778-228-2269

3. Related Persons

Last Name	First Name	Middle Name
Levy	Marc
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Chairman

Last Name	First Name	Middle Name
Larmour	Allan
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Perrault	Nikolas
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sandher	Kulwant
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Secretary

Last Name	First Name	Middle Name
Ross	Charles
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Diakov	Sergei
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thiele	Mijael
Street Address 1	Street Address 2
Suite 1120	789 W. Pender Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 1H2

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	2025-08-25				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		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	$690,997	USD	or Indefinite
Total Amount Sold	$690,997	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

CDN$956,000.40 based on Bank of Canada exchange rate of $0.7228 on August 25, 2025. Units consisting of one share and one-half of one warrant. Each warrant is exercisable into one share at CDN$0.75 per share until August 25, 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:

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

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
Norsemont Mining Inc.	/s/ Charles Ross	Charles Ross	Director	2025-09-09

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 Norsemont Mining Inc. (NRRSF) raise in this offering?

The filing reports total offering proceeds of $690,997 USD, and that the full amount was sold.

What securities were issued in the Norsemont offering?

Units consisting of one share and one-half of one warrant were issued; each whole warrant is exercisable into one share at CDN$0.75 until August 25, 2027.

How many investors participated in the offering?

The Form D reports a total of 2 investors.

Were any sales commissions or finders' fees paid?

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

Did Norsemont pay any of the offering proceeds to insiders?

No. The filing indicates $0 of the gross proceeds were used for payments to executive officers, directors, or promoters.

Under which exemption was the offering made?

The offering claims the Regulation D exemption under Rule 506(b).