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Golden Cross Resources (ZCRMF) files Form D for Rule 506(b) units

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

Rhea-AI Filing Summary

Golden Cross Resources Inc., a British Columbia corporation based in Vancouver, has filed a Form D as a new notice for an exempt private offering under Rule 506(b) of Regulation D. The securities are units, each consisting of one common share and one-half of one common share purchase warrant.

The company reports $33,796 USD sold to date in this offering and $29,400 USD remaining to be sold. The total offering amount equals the U.S. dollar equivalent of 280,000 units priced at CAD$0.17 per unit plus 140,000 underlying warrants with an exercise price of CAD$0.30 per share, and there is no guarantee the warrants will be exercised. The notice reports no finders’ fees and lists CEO Matthew Roma and other senior executives as related persons.

Positive

  • None.

Negative

  • None.

Filing Explained

The offering is underway, but its eventual effect on existing holders’ ownership depends on share issuance and warrant exercise.

The Form D signed July 15 reports that Golden Cross Resources Inc. has begun a Rule 506(b) offering, with the first sale dated June 17, 2026; the terms could increase the common share count, but the offering is not shown as complete.

Each unit contains one common share and one-half of a common share purchase warrant. If additional common shares are issued, the supplied definition of dilution means existing holders’ percentage ownership would decrease absent offsetting changes.

The filing leaves the eventual share-count effect conditional on the securities sold under the offering and any subsequent warrant exercises, rather than establishing the final number of shares outstanding.

Total Amount Sold $33,796 USD Amount sold to investors in the exempt offering
Total Remaining to be Sold $29,400 USD Remaining securities offered in the same exempt offering
Units Offered 280,000 units Units referenced in pricing for the total offering amount
Unit Price CAD$0.17 per unit Price per unit used to calculate the total offering amount
Warrants Underlying Units 140,000 warrants One-half warrant per unit, used in total offering calculation
Warrant Exercise Price CAD$0.30 per share Exercise price for common shares issuable upon warrant exercise
Exemption Relied Upon Rule 506(b) Regulation D exemption used for this private offering
Date of First Sale 2026-06-17 Date when the issuer first sold securities in this offering
Regulation D regulatory
"Certifying that, 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.
accredited investors regulatory
"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.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities""
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 Golden Cross Resources (ZCRMF) offering under this Form D?
Golden Cross Resources (ZCRMF) is offering units, each made up of one common share and one-half of one common share purchase warrant. In total, the structure references 280,000 units and 140,000 warrants with a specified exercise price per share.

How much has Golden Cross Resources (ZCRMF) sold and how much remains in its exempt offering?
Golden Cross Resources reports $33,796 USD sold so far and $29,400 USD remaining to be sold in this exempt offering. These figures relate to its Rule 506(b) private placement of equity units and associated warrants described in the notice.

What pricing terms did Golden Cross Resources (ZCRMF) disclose for the units and warrants?
The company states that 280,000 units are priced at CAD$0.17 per unit and the 140,000 underlying warrants have an exercise price of CAD$0.30 per share. The total offering amount reflects these Canadian-dollar terms converted into U.S. dollars.

Under which exemption is Golden Cross Resources (ZCRMF) conducting this offering?
Golden Cross Resources is conducting the offering under Rule 506(b) of Regulation D. This exemption permits a private placement of securities, subject to specific investor and disclosure conditions, without registering the securities under the Securities Act of 1933.

When did sales begin in Golden Cross Resources (ZCRMF)’s exempt offering?
The notice lists a Date of First Sale of 2026-06-17 for the exempt offering. This date marks when the issuer first sold securities in this Rule 506(b) private placement of units and related common share purchase warrants.

Did Golden Cross Resources (ZCRMF) report any finders’ fees in this offering?
The company reports finders’ fees of $0 USD in connection with this exempt offering. That indicates no separate finder compensation has been paid or allocated in the amounts disclosed for the Rule 506(b) unit and warrant financing.

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
0001425061
ZINCORE METALS INC
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Golden Cross 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
Golden Cross Resources Inc.
Street Address 1 Street Address 2
SUITE 1012, 1030 WEST GEORGIA STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6C 2V6 778.726.3356

3. Related Persons

Last Name First Name Middle Name
Cardey Darryl S.
Street Address 1 Street Address 2
1012-1030 West Georgia St.
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Roma Matthew
Street Address 1 Street Address 2
1012-1030 West Georgia St.
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CEO
Last Name First Name Middle Name
Rowley Nicholas
Street Address 1 Street Address 2
1012-1030 West Georgia St.
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Till Alan
Street Address 1 Street Address 2
1012-1030 West Georgia St.
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

VP Exploration
Last Name First Name Middle Name
Lingal Cheryll
Street Address 1 Street Address 2
1012-1030 West Georgia St.
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

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 2026-06-17 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
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Units, each containing one common share and one-half of one common share purchase warrant.

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 $63,196 USD
or Indefinite
Total Amount Sold $33,796 USD
Total Remaining to be Sold $29,400 USD
or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount equals price of Units (280,000 units at CAD$0.17) plus exercise price of underlying Warrants (140,000 warrants at CAD$0.30) converted into USD. There is no guarantee the Warrants 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:
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
Golden Cross Resources Inc. "Matthew Roma" Matthew Roma CEO 2026-07-15

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