UNITED STATES SECURITIES | OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 | |
Notice of Exempt Offering of Securities | ||
| 1. Issuer's Identity | ||
| CIK (Filer ID Number) | Previous Name(s) o None | Entity Type |
0001555980 | Falco Pacific Resource Group Inc. Druk Capital Partners Inc. |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other |
| Name of Issuer | ||
Falco Resources Ltd. | ||
| Jurisdiction of Incorporation/Organization | ||
| BRITISH COLUMBIA, CANADA | ||
| Year of Incorporation/Organization | |||
| x | Over Five Years Ago | ||
| o | Within Last Five Years (Specify Year) | ||
| o | Yet to Be Formed | ||
| 2. Principal Place of Business and Contact Information | ||||
| Name of Issuer | ||||
| Falco Resources Ltd. | ||||
| Street Address 1 | Street Address 2 | ||
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| Montr?al | QUEBEC, CANADA | H3B 2S2 | (514) 905-3162 |
| 3. Related Persons |
| Last Name | First Name | Middle Name |
| Lessard | Luc |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | x | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Cartier | Helene |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Glavac | Anthony |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Caron | Mario |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Dann | Alexander |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Farnesi | Paola |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Last Name | First Name | Middle Name |
| Sorel | Chantal |
| Street Address 1 | Street Address 2 |
| 1100, avenue des Canadiens-de-Montreal | Suite 300 |
| City | State/Province/Country | ZIP/Postal Code |
| Montreal | QUEBEC, CANADA | H3B 2S2 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| 4. Industry Group |
| o | Agriculture | Health Care | o | Retailing | ||||
| Banking & Financial Services | o | Biotechnology | o | Restaurants | ||||
| o | Commercial Banking | o | Health Insurance | Technology | ||||
| o | Insurance | o | Hospitals & Physicians | o | Computers | |||
| o | Investing | o | Pharmaceuticals | o | Telecommunications | |||
| o | Investment Banking | o | Other Health Care | o | Other Technology | |||
| o | Pooled Investment Fund | Travel | ||||||
| o | Other Banking & Financial Services | o | Manufacturing | o | Airlines & Airports | |||
| Real Estate | o | Lodging & Conventions | ||||||
| o | Commercial | o | Tourism & Travel Services | |||||
| o | Construction | o | Other Travel | |||||
| o | REITS & Finance | x | Other | |||||
| o | Residential | |||||||
| o | Other Real Estate | |||||||
| o | Business Services | |||||||
| Energy | ||||||||
| o | Coal Mining | |||||||
| o | Electric Utilities | |||||||
| o | Energy Conservation | |||||||
| o | Environmental Services | |||||||
| o | Oil & Gas | |||||||
| o | Other Energy | |||||||
| 5. Issuer Size |
| Revenue Range | Aggregate Net Asset Value Range | ||
| o | No Revenues | o | No Aggregate Net Asset Value |
| o | $1 - $1,000,000 | o | $1 - $5,000,000 |
| o | $1,000,001 - $5,000,000 | o | $5,000,001 - $25,000,000 |
| o | $5,000,001 - $25,000,000 | o | $25,000,001 - $50,000,000 |
| o | $25,000,001 - $100,000,000 | o | $50,000,001 - $100,000,000 |
| o | Over $100,000,000 | o | Over $100,000,000 |
| x | Decline to Disclose | o | Decline to Disclose |
| o | Not Applicable | o | Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
| o | Rule 504(b)(1) (not (i), (ii) or (iii)) | o | Rule 505 | |||
| o | Rule 504 (b)(1)(i) | x | Rule 506(b) | |||
| o | Rule 504 (b)(1)(ii) | o | Rule 506(c) | |||
| o | Rule 504 (b)(1)(iii) | o | Securities Act Section 4(a)(5) | |||
| o | Investment Company Act Section 3(c) | |||||
| 7. Type of Filing |
| x | New Notice | Date of First Sale | 2025-10-17 | o | First Sale Yet to Occur |
| o | Amendment |
| 8. Duration of Offering |
| Does the Issuer intend this offering to last more than one year? | x | Yes | o | No |
| 9. Type(s) of Securities Offered (select all that apply) |
| o | Pooled Investment Fund Interests | x | Equity |
| o | Tenant-in-Common Securities | o | Debt |
| o | Mineral Property Securities | x | Option, Warrant or Other Right to Acquire Another Security |
| x | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | x | Other (describe) |
| Each Unit comprised of 1 common share (Share) and 1/2 of 1 common share purchase warrant (Warrant). Each Warrant entitles holder to purchase 1 additional Share at an exercise price of CDN$0.46 per Share at any time on or before April 17, 2027. | |||
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | o | 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 | o | None | ||
| Cantor Fitzgerald & Co. | 134 | ||||
| (Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
| Canaccord Genuity LLC | 1020 | ||||
| Street Address 1 | Street Address 2 | ||||
| 110 EAST 59TH STREET | 4TH FLOOR | ||||
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10022 |
| State(s) of Solicitation | o | All States | o | Foreign/Non-US |
| FLORIDA NEW YORK | ||||
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 10481761 USD | o Indefinite |
| Total Amount Sold | $ 3762024 USD | |
| Total Remaining to be Sold | $ 6719737 USD | o Indefinite |
| Clarification of Response (if Necessary) |
| Additional $6,719,737 may be received upon the exercise of common share purchase warrants sold inside and outside the U.S. U.S. dollar amounts based on Bank of Canada average rate of exchange reported on October 17, 2025, which was CDN$1.4035=US$1.00 |
| 14. Investors |
| o | Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, 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: | 3 |
| 15. Sales Commissions & Finders’ 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 | $ 180578 USD | o | Estimate |
| Finders' Fees | $ 0 USD | o | Estimate |
| Clarification of Response (if Necessary) |
| Cantor Fitzgerald & CO. received approximately $158,005 in sales commissions and Canaccord Genuity LLC received approximately $22,573 in sales commissions. |
| 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 | o | 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: | ||
|
| 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 |
| Falco Resources Ltd. | /s/ Anthony Glavac | Anthony Glavac | Chief Financial Officer | 2025-11-03 |