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  4. [D] Nevada Sunrise Metals Corp. SEC Filing

Nevada Sunrise Metals Corp. (NVSGF) sells $176,928 in private units with 3-year warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Nevada Sunrise Metals Corp., a British Columbia corporation, filed a notice of an exempt securities offering under Rule 506(b) of Regulation D. This new offering began on July 7, 2026 and consists of units, each with one common share and one common share purchase warrant.

The company reports $176,928 USD total amount sold to date and $294,867 USD remaining to be sold. Each unit is priced at $0.021 USD (C$0.03) per share, with attached warrants exercisable into one share at $0.035 USD (C$0.05) for three years, expiring on July 7, 2029. The structure covers 8,424,865 units, combining share purchase amounts and the aggregate exercise price of the warrants, and no finders’ fees are disclosed.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing reports $0 USD in finders’ fees and does not identify a use of proceeds, so the disclosed economics cover the offering terms and sales amounts but not how funds will be deployed.

Exemption Rule 506(b) Federal exemption claimed for this private offering
Total Amount Sold $176,928 USD Units sold to date under the exempt offering
Total Remaining to be Sold $294,867 USD Undistributed portion of the offering
Share Price per Unit $0.021 USD (C$0.03) Price of the common share component in each unit
Warrant Exercise Price $0.035 USD (C$0.05) Exercise price for each common share purchase warrant
Units Covered 8,424,865 units Shares and warrants referenced in the total offering amount
Date of First Sale 2026-07-07 Initial sale date for securities in this offering
Warrant Expiry July 7, 2029 Final date warrants may be exercised
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.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
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.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"
unit financial
"Units, each comprised of one common share and one common share purchase warrant."
A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.
common share purchase warrant financial
"Each warrant is exercisable into a share at C$0.05 for a period of three years"
A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.
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.

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

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FAQ

What type of securities is Nevada Sunrise Metals Corp. (NVSGF) offering in this Form D?
Nevada Sunrise Metals Corp. is offering units, each consisting of one common share and one common share purchase warrant. The warrants allow the holder to acquire an additional share at a set exercise price for three years.

How much has Nevada Sunrise Metals Corp. (NVSGF) sold so far in this exempt offering?
The company reports a total amount sold of $176,928 USD. It also discloses a total remaining to be sold of $294,867 USD under the same unit-and-warrant structure described in the notice.

What are the pricing terms of the Nevada Sunrise Metals Corp. (NVSGF) units and warrants?
Each unit includes a share priced at $0.021 USD (C$0.03) and a warrant exercisable at $0.035 USD (C$0.05). The warrants are exercisable for a period of three years from issuance, expiring on July 7, 2029.

Under which exemption is Nevada Sunrise Metals Corp. (NVSGF) conducting this offering?
The offering is conducted under Rule 506(b) of Regulation D of the Securities Act. This rule allows certain private offerings subject to specific investor and information requirements instead of full SEC registration.

When did Nevada Sunrise Metals Corp. (NVSGF) first sell securities in this exempt offering?
The notice lists the date of first sale as 2026-07-07. From that date, the company began selling the unit-and-warrant securities described under its Regulation D, Rule 506(b) exemption.

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
None
Entity Type
0001415758
Nevada Sunrise Gold Corp
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Nevada Sunrise Metals 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
Nevada Sunrise Metals Corp.
Street Address 1 Street Address 2
SUITE 408 - 1199 WEST PENDER STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6E 2R1 604.428.8028

3. Related Persons

Last Name First Name Middle Name
Stanyer Warren
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and CEO
Last Name First Name Middle Name
Fung Jonathan
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Ahuja Suraj
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Roy Charles
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kent Cory
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Boddy Christina
Street Address 1 Street Address 2
Suite 408 - 1199 West Pender St
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 2R1
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Corporate Secretary

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 2026-07-07 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 common share purchase warrant. Each warrant is exercisable into a share at C$0.05 for a period of three years from issuance.

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 $471,795 USD
or Indefinite
Total Amount Sold $176,928 USD
Total Remaining to be Sold $294,867 USD
or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount represents price of units, consisting of shares (8424865 x $0.021|C$0.03) plus the aggregate exercise price of Warrants (8424865 x $0.035|C$0.05). There is no assurance that the Warrants, expiring July 7, 2029, will be exercised.

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:
12

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
Nevada Sunrise Metals Corp. /s/ Christina Boddy Christina Boddy Corporate Secretary 2026-07-21

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.

Source: View Original Filing on SEC EDGAR