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  4. [D] Phenom Resources Corp. SEC Filing

Phenom Resources (PHNMF) completes $3,814,843 Rule 506(b) equity raise

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

Rhea-AI Filing Summary

Phenom Resources Corp., a British Columbia corporation organized over five years ago, completed a private placement of equity securities relying on the U.S. Securities Act Regulation D Rule 506(b) exemption. The issuer’s principal office is in Vancouver, British Columbia.

The offering raised $3,814,843 USD, with no remaining amount to be sold, and the first sale occurred on June 26, 2026. No finders’ fees were paid. The company states that, in the ordinary course of business, it may use a portion of the proceeds to pay salaries to certain executive officers and directors.

Positive

  • None.

Negative

  • None.
Total amount sold $3,814,843 USD Equity securities sold in exempt Regulation D Rule 506(b) offering
Total remaining to be sold $0 USD Balance of the exempt equity offering after completion
Bank of Canada FX rate USD$1 = CDN$1.4186 Average exchange rate used for U.S. dollar amounts on June 26, 2026
Date of first sale 2026-06-26 Initial sale date for securities in the exempt offering
Finders' fees $0 USD Reported sales commissions and finders fees expenses for the offering
Rule 506(b) regulatory
"Rule 506(b) exemption is claimed under Regulation D for this offering"
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.
Regulation D exemption regulatory
"Certifying that the issuer is claiming a Regulation D exemption for the offering"
covered securities regulatory
"If the securities that are the subject of this Form D are covered securities"
finders' fees financial
"Provide separately the amounts of sales commissions and finders fees expenses"
A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.
accredited investors regulatory
"Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

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

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FAQ

What type and size of offering did Phenom Resources (PHNMF) complete?
Phenom Resources Corp. completed an exempt equity offering raising $3,814,843 USD. The securities were issued in a private placement relying on a Regulation D Rule 506(b) exemption, and the total remaining to be sold is reported as $0 USD, indicating completion.

Which securities law exemption does Phenom Resources (PHNMF) rely on?
The company relies on the Regulation D Rule 506(b) exemption under the U.S. Securities Act. This allows a private offering of securities to accredited investors and certain others without full registration, subject to specific limitations and disclosure obligations under U.S. federal securities laws.

When did Phenom Resources (PHNMF) first sell securities in this offering?
The first sale in the exempt equity offering occurred on June 26, 2026. The issuer also notes that U.S. dollar amounts in the notice use the Bank of Canada average exchange rate reported that day of USD$1 = CDN$1.4186 for currency conversion.

Did Phenom Resources (PHNMF) pay any finders’ fees or sales commissions?
The notice reports finders’ fees of $0 USD. The section covering sales commissions and finders’ fees shows no amounts paid, indicating the company did not incur these specific offering-related distribution expenses in connection with this exempt equity issuance.

How might Phenom Resources (PHNMF) use proceeds from this offering?
The company states it may use some proceeds, in the ordinary course of business, to pay salaries to certain executive officers and directors. This indicates a portion of the funds could support ongoing compensation, alongside any other unstated corporate purposes or general working capital needs.

Where is Phenom Resources (PHNMF) incorporated and headquartered?
Phenom Resources Corp. is incorporated in British Columbia, Canada and has its principal office at Suite 1100, 1099 West Hastings Street, Vancouver, British Columbia. The phone number listed for the issuer’s principal place of business is (604) 340-7711.

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
0001720553
First Vanadium Corp.
Cornerstone Metals Inc.
Appleton Exploration Inc.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Phenom Resources 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
Phenom Resources Corp.
Street Address 1 Street Address 2
SUITE 1100 - 1099 WEST HASTINGS STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6E 3T5 (604) 340-7711

3. Related Persons

Last Name First Name Middle Name
Cowley Paul
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Moriarty Rebecca
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mathewson Dave
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mracek Michael
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Anderson John
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Francis Janet
Street Address 1 Street Address 2
1100-1199 West Hastings Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 3T5
Relationship: X Executive Officer 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 2026-06-26 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 $3,814,843 USD
or Indefinite
Total Amount Sold $3,814,843 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

The U.S. dollar amounts are based on the Bank of Canada average rate of exchange reported on June 26, 2026, which was USD$1 = CDN$1.4186.

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:
1

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):

In the ordinary course of business, the issuer may use some of the proceeds of the offering to pay salaries to certain of its executive officers and directors.

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
Phenom Resources Corp. /s/ Janet Francis Janet Francis Corporate Secretary 2026-07-06

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