Rafex Gold Corp S-1, filed Sep 10, 2026
Rafex Gold Corp. (RAFX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAFEX GOLD CORP
(Exact Name of Registrant as Specified in its Charter)
| Wyoming | 1041 | 92-0606065 | ||
| (State or other jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification Number) |
|
Richard Chiang Chief Financial Officer 1111 South Roop Street, #1915 Carson City, NV 89702 775-386-2570 |
Russell Brimage 1912 Capitol Avenue, Suite 500 Cheyenne, WY 82001 775-386-2570 | |
|
(Address and telephone number of principal executive offices) |
Name, address and telephone of agent for service |
With copies to:
Darian Andersen
General Counsel, PC
1015 Waterwood Parkway Ste Ga-1
Edmond, OK 73034
Tel: (405) 330 2235
Fax: (405) 330 2236
Approximate date of commencement of proposed sale to public:
As soon as practical after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer”, “accelerated file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filed | ☐ | |
| Non-accelerated filed | ☒ | Smaller reporting company | ☒ |
We are an ‘emerging growth company’ as defined in the Jumpstart Our Business Startups Act of 2012 (the ‘JOBS Act’) and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filing
The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
RAFEX GOLD CORP
22,667,672 Shares
Common Stock
This prospectus relates to the offer and sale of 22,667,672 Shares of common stock of Rafex Gold Corp., a Wyoming corporation (the “Company”), $0.001 par value per share (the “Shares”), offered by the holders thereof. The Selling Shareholders, identified herein, will offer to sell their shares at a price of $0.25 per share, or at prevailing market prices or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale. The Selling Shareholders are deemed to be statutory underwriters.
The maximum number of Shares that can be sold pursuant to the terms of this offering by all the Selling Shareholders is 22,667,672 Shares (the “Selling Shareholder Shares”). Because all of the shares being offered under this prospectus are Resale Shares being offered by Selling Shareholders, we cannot currently determine the price or prices at which our Common Stock may be sold under this prospectus. Any Selling Shareholder may sell all or a portion of these shares from time to time in market transactions through any market on which the Common Stock is then traded, in negotiated transactions or otherwise, and at prices on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. Funds received from the sale of the Selling Shareholder Shares will be immediately available to such Selling Shareholder. The Company will not receive any proceeds from the sale of Selling Shareholder Shares. For additional information on the methods of sale of the Resale Shares, you should refer to the section titled “Plan of Distribution”.
The offering will terminate twelve (12) months from the date that the registration statement relating to the Shares is declared effective, unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy of this prospectus and to allow Selling Shareholders to offer and sell the Shares for a period of up to one (1) year, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission. All costs incurred in the registration of the Shares are being borne by the Company.
The Company’s common stock is quoted on the OTCID Marketplace under the trading symbol RAFX; however, due to very limited amounts of trading, there has been no public market for the Company’s common stock. Upon this Registration Statement being deemed effective, the Selling Shareholders may be able to sell the Selling Shareholder Shares at then-current market rates. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectus is a part.
As of the date of this prospectus, there are 63,711,675 shares of Common Stock issued and outstanding, reflecting the cancellation of 75,229 shares of Common Stock previously held by Rafex Pty Ltd., a wholly-owned subsidiary of the Company, pursuant to a Board resolution dated April 1, 2026 and the issuance of 10,358,936 to eliminate debt as of March 31, 2026, by The Robert Francis Davies Trust on May 18, 2026.
Neither the Company nor any Selling Shareholders has any current arrangements nor entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company or any Selling Shareholder can locate and enter into any such arrangement(s), the Shares of such Selling Shareholder(s) will be sold through such licensed underwriter(s), broker-dealer(s) and/or selling agent(s).
| Offering Price | Underwriting Discounts and Commissions | Proceeds to Selling Shareholders | |||||||||
| Per Share | $ | 0.25 | None | $ | 0.25 | ||||||
| Total | $ | 5,666,918 | None | $ | 5,666,918 | ||||||
The securities offered in this prospectus involve a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September __, 2026.
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.
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PART I — INFORMATION REQUIRED IN PROSPECTUS
This summary highlights selected information contained elsewhere in this Prospectus and does not contain all of the information you should consider in making your investment decision. Before investing in the securities offered hereby, you should read the entire Prospectus, including our consolidated financial statements and related notes included in this Prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In this Prospectus, the terms “Rafex Gold,” “the Company,” “we,” “us,” and “our” refer to Rafex Gold Corp., a Wyoming corporation., or Triple Twenty Ltd Pty, or Rafex Pty Ltd. its wholly owned subsidiaries.
RAFEX GOLD CORP
Corporate History
Rafex Gold Corp. (the “Company”) was originally incorporated in Nevada on January 28, 2000, under the name American Resources Corporation. On August 30, 2005, to September 22, 2022 the Company’s name was Sakha Enterprises Corp. On September 14, 2018, the Company changed its domicile to Wyoming, and on September 23, 2022, the Company changed its name to Rafex Gold Corp., its current name. The Company primarily engages in gold and iron ore exploration activities, with a focus on exploring and developing mining leases in Australia and Malaysia. In 2023, the Company completed a merger by and between Rafex Gold Acquisition Corp. and Triple Twenty Pty, Ltd, with Triple Twenty Pty, Ltd. becoming a wholly-owned subsidiary of Rafex Gold Corp. In 2025, the Company completed a merger by and between Rafex Gold Acquisition Corp II and Rafex Pty Ltd., bringing in additional mining leases and operations in Malaysia.
The Company has an address for mailing purposes at 1111 S. Roop Street, #1915, Carson City, NV 89702. The Company’s main phone number is 775-386-2570.
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Business Overview
Rafex Gold Corp. primarily engages in mineral exploration activities, with a focus on exploring and developing various mineral resources. The Company’s four primary assets are the Bendoc, Mt Bute/Ballarat, Rutherglenn and Aur Gading. The Mt Bute Project is located in the Lachlan Orogeny, known to host gold deposits, and is currently undergoing exploration and development activities.
Bendoc Project
The tenement includes the Bonang, Clarkville, and Bendoc goldfields. Most of the area consists of crown land where logging was active until recently. Drilling has identified an estimated (Non-JORC) resource of approximately 94,000 ounces at the Victoria Star mine, while most other mines in the area remain largely unexplored.
At Victoria Star, drilling has indicated the presence of both unmined high-grade veins and extensive stock-work zones, which could potentially be suitable for shallow open cut mining. Gold mineralization is associated with a north-south fault system extending over 13 kilometers, much of which has not been explored using modern techniques. Geophysical surveys are expected to be effective across this tenement.
Mt Bute/Ballarat Project
This tenement is near key west-dipping faults known for major gold deposits in Victoria. Up to 50m of basalt cover has limited past exploration, though some areas may have none. In the 1980s, CRA found gold beneath the basalt on basement rocks. There is potential for a large deposit similar to Sovereign Hill. Modern geoscience surveys could directly detect gold within this area.
Rutherglenn Project
EL 8456 was granted to the company in the first quarter of 2025. The lease is centered on the town of Rutherglenn in rural Victoria, Australia. It is 248km^2 and expires on April 30, 2030.1.4 million ounces of gold were produced in the area by 1920, mainly from underground mining of high-grade ancient placers (4.0–7.9 g/m²). The primary gold source remains unidentified. The exploration target exceeds 300,000 ounces, and geophysics should help determine the depth of deep leads.
Aur Gading Iron Ore Project
Through its wholly-owned subsidiary Rafex Pty Ltd., the Company holds a 50% equity interest in Datgeo Minerals Sdn Bhd (Company No. 1453020-W), a Malaysian private limited company established to operate the Aur Gading iron ore project (the “Project”) pursuant to an Agreement to Mine, Process and Operate dated December 3, 2024 (the “Operating Agreement”) among Datgeo Minerals Sdn Bhd, Rafex Pty Ltd., and Datgeo Sdn Bhd (Company No. 1063860-W) (“DGO”), the Project Manager. The remaining 50% of Datgeo Minerals Sdn Bhd is held by DGO.
The Project is located on Mining Licence No. ML05/2021 (“ML05/2021”) covering approximately 116.9 hectares (288.87 acres) in the district of Batu Yon, Kuala Lipis, State of Pahang, Malaysia. ML05/2021 is held by Aras Kuasa Sdn Bhd, which has granted DGO the right to explore, mine, process, recover, and sell all minerals from within the designated area pursuant to an Exploration and Mining Agreement dated July 4, 2023. Rafex’s rights to the Project flow through this structure and are therefore subject to the continued validity of ML05/2021 and the Exploration and Mining Agreement between DGO and Aras Kuasa Sdn Bhd.
If the Aras Kuasa agreement were degraded, amended or terminated or if Aras Kuasa lost its mining licence, Rafex’s interest in the Aur Gading Project would be at risk. We cannot make any assurances that if Aras Kuasa is impaired by any negative issues that our agreement with DGO would therefore not be at risk.
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Pursuant to the Operating Agreement, Rafex Pty Ltd. is responsible for providing project funding of up to AUD $1,000,000 in tranches, which is classified as a loan to Datgeo Minerals Sdn Bhd. Following repayment of this loan and recovery by DGO of prior exploration expenses of up to RM2,000,000, DGO and Rafex Pty Ltd. shall each receive a 50% profit share of revenues from the sale of minerals extracted from the Project. The Operating Agreement is governed by the laws of Malaysia. Commercial production at the Aur Gading Project is currently targeted during Q3 2026.
Map of Malaysia, Aur Gading
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Western and Eastern drilled iron ore areas within Aur Gading
Exposed magnetite
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Magnetite and quartz carbonate vein in diamond core
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Markets
Markets Overview
Gold has been recognized as a store of value and a medium of exchange for thousands of years. Historically, its price has experienced significant fluctuations due to factors such as geopolitical events, inflation, currency movements, and shifts in global economic conditions. Over the past several decades, gold prices have generally trended upward, with notable peaks in the 1980s, 2011, and most recently in January 2026, when the price reached an all-time high of $5,595 per ounce. Following this peak, the price has adjusted, and as of August 2026, gold is trading in the range of approximately $3,922–$4,171 per ounce. The precious metal continues to be influenced by central bank policies, investor demand, and macroeconomic trends.
Chart from Monex Precious Metals.
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Iron ore is a key raw material in steel production and its price is influenced by global industrial demand, particularly from the construction and manufacturing sectors. Historically, iron ore prices have experienced significant volatility due to factors such as changes in global steel production, supply disruptions, and shifts in economic activity, especially in China, the world’s largest consumer. After reaching a low in September 2024, prices began to recover in late 2024 and early 2025, reaching a high of $112 per ton in May 2026. As of August 2026, iron ore is trading in the range of $97.50 to $100 per metric ton, reflecting a modest increase compared to the same period last year. The market remains sensitive to supply-side developments, including production levels from major exporters such as Australia and Brazil, as well as evolving trade policies and environmental regulations.
Chart from FRED St Louis.
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Implications of Being an Emerging Growth Company
We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earliest of: (i) the last day of our fiscal year following the fifth anniversary of the effective date of this registration statement; (ii) the last day of the fiscal year in which our total annual gross revenues exceed $1.235 billion; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous three-year period; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter.
As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including:
| · | not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 regarding internal controls over financial reporting; |
| · | reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, including not being required to provide a compensation discussion and analysis; |
| · | exemption from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved; and |
| · | an extended transition period for complying with new or revised accounting standards, allowing us to adopt new accounting standards on the same timeline applicable to private companies. |
We have elected to take advantage of the extended transition period for complying with new or revised accounting standards under the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with public company effective dates for new or revised accounting standards.
We have also elected to take advantage of the reduced executive compensation disclosure requirements available to emerging growth companies. Accordingly, this prospectus contains reduced executive compensation disclosure compared to what would be required for a non-emerging growth company.
We cannot predict whether investors will find our Common Stock less attractive as a result of our reliance on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and the price of our Common Stock may be more volatile.
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The following is a summary of the shares being offered by the Selling Stockholders.
| Common Stock Offered by Selling Stockholders | 22,667,672 shares | |
| Common Stock Outstanding as of September 10, 2026 | 63,711,675 | |
| Use of Proceeds | The Selling Stockholders shall receive the proceeds from the sale of the Resale Shares. Rafex Gold Corp will receive no proceeds from the sale of the Resale Shares by the Selling Stockholders. | |
| OTCID Trading Symbol | RAFX | |
| Offering Price | The Selling Stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices at their discretion. | |
| Dividend Policy | Rafex Gold Corp does not anticipate paying dividends on the Common Stock in the foreseeable future. | |
| Risk Factors | Investing in the Common Stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning page 10 of this prospectus. |
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Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity, results of operations, and prospects. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business. If any of the following risks or other risks not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our shares of common stock could decline.
Risks Related to Our Common Stock and Other Risks
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stockless attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on our results of operations, financial condition or business. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources.
The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business.
As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.
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Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.
Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.
As of the date of this prospectus, our officers and directors beneficially own approximately 86.43% voting power of our issued and outstanding voting securities. As a result, they possess significant influence over our elections and votes. As a result, their ownership and control may have the effect of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging a potential acquirer to make a tender offer. Their ownership and control may also have the effect of delaying, impeding, or preventing a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer. Additionally, our President, Chief Executive Officer, Chairman, Russell Brimage and our Director and largest shareholder, Robert Francis Davies maintains title to 100,000 shares of Series A Preferred Stock, (“Series A”).There are 1,000,000 shares of Series A, par value $0.001 per share authorized of which 100,000 Series A are issued and outstanding. Each Series A is entitled to 1,000 votes towards the common stock and convertible into 1,000 shares of common stock. It has no rights to dividends, no liquidation rights, redemption, or sinking fund provisions.
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.
Voting Control by Management through Series A Preferred Stock
Our Series A Preferred Stock, which is held exclusively by our President, Chief Executive Officer and Chairman, Russell Brimage, and our Director and largest shareholder, Robert Francis Davies, has voting rights that significantly exceed those of our Common Stock and could limit the ability of our common stockholders to influence matters submitted to a stockholder vote.
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Each share of Series A Preferred Stock is entitled to 1,000 votes per share, compared to one vote per share for our Common Stock. As a result of this disproportionate voting power, the 100,000 outstanding shares of Series A Preferred Stock represent 100,000,000 votes, which alone constitute approximately 61.08% of the 163,711,675 total votes outstanding. When combined with the common stock votes held by Messrs. Brimage and Davies, these two individuals together control approximately 78.40% of the total voting power of our outstanding capital stock. When the common stock votes held by our other directors, Richard Chiang and Justin Leigh Ward, are included, our management team as a whole controls approximately 86.43% of the total voting power of our outstanding capital stock.
This significant and concentrated voting control enables management to approve or prevent any action requiring stockholder approval, including the election of directors, amendments to our Articles of Incorporation or Bylaws, and significant corporate transactions such as mergers or asset sales, regardless of the votes of other stockholders. Non-management stockholders, including the Selling Stockholders named in this prospectus, collectively hold less than approximately 13.57% of the total voting power and are therefore unable to influence the outcome of any matter submitted to a stockholder vote. This voting structure may also discourage stockholder litigation against our Company or our directors, officers, or employees, as management could effectively control the outcome of any stockholder vote related to such disputes. Additionally, the ability of the Series A Preferred Stock holders to determine the terms of any preferred stock issuance, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no current plans to issue any further shares of Series A Preferred Stock or any other class of preferred stock.
The price of our Common Stock may fluctuate significantly, which could negatively affect us and holders of our Common Stock.
The trading price of our common stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. For instance, if our financial results are below the expectations of securities analysts and investors, the market price of our common stock could decrease, perhaps significantly. Other factors that may affect the market price of our common stock include:
| Ø | actual or anticipated fluctuations in our quarterly results of operations; |
| Ø | liquidity; |
| Ø | sales of common stock by our stockholders; |
| Ø | changes in gold, precious mineral, iron ore prices; |
| Ø | changes in our cash flow from operations or earnings estimates; |
| Ø | publication of research reports about us or the gold, precious mineral, iron ore exploration and production industry generally; |
| Ø | competition for, among other things, capital, acquisition of reserves, undeveloped land and skilled personnel; |
| Ø | increases in market interest rates which may increase our cost of capital; |
| Ø | changes in applicable laws or regulations, court rulings and enforcement and legal actions; |
| Ø | changes in market valuations of similar companies; |
| Ø | adverse market reaction to any indebtedness we may incur in the future; |
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| Ø | additions or departures of key management personnel; |
| Ø | actions by our stockholders; |
| Ø | commencement of or involvement in litigation; |
| Ø | news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in our industry; |
| Ø | speculation in the press or investment community regarding our business; |
| Ø | political conditions in gold, precious mineral, iron ore producing regions; |
| Ø | general market and economic conditions; and |
| Ø | domestic and international economic, legal and regulatory factors unrelated to our performance. |
In addition, the U.S. securities markets have experienced significant price and volume fluctuations. These fluctuations often have been unrelated to the operating performance of companies in these markets. Market fluctuations and broad market, economic and industry factors may negatively affect the price of our common stock, regardless of our operating performance. Any volatility or a significant decrease in the market price of our Common Stock could also negatively affect our ability to make acquisitions using common stock. Further, if we were to be the object of securities class action litigation as a result of volatility in our common stock price or for other reasons, it could result in substantial costs and diversion of our management’s attention and resources, which could negatively affect our financial results.
Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.
Given our plans and our expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible into or exercisable for shares of common stock, including preferred stock, options or warrants. Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.
Our common stock may become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.
The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:
| Ø | Make a special written suitability determination for the purchaser; | |
| Ø | Receive the purchaser’s prior written agreement to the transaction; | |
| Ø | Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and | |
| Ø | Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed. |
As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.
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Risks Related to Our Business
Increased levels of volatility or a rapid destabilization of global economic conditions and war could have a material adverse effect on our operations and financial condition.
In recent years, global financial conditions have been characterized by increased volatility which has impacted many industries, including the mining industry. Global financial conditions are subject to sudden and rapid destabilization in response to current and future events, as governmental authorities may have limited resources to respond to such events. Global capital markets continue to experience increased volatility in response to global events such as the significant increase in the rate of inflation in recent years, and the effects of certain countermeasures taken by central banks including increased interest rates. Future economic crises may be precipitated by any number of causes, including natural disasters, epidemics (such as the COVID-19 virus pandemic), geopolitical instability and war (such as the ongoing Russian invasion of Ukraine, the Israel-Palestine conflict and the Israel/U.S. war with Iran, prolonged closure of the Hormuz Strait), the failure of financial institutions, terrorism, material changes in the price of oil, the volatility of metal prices, and the volatility of global financial markets. Continued increased levels of volatility or a sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing or to make other suitable arrangements to finance our mining operations, could have a material adverse effect on our operations and financial condition.
Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future.
Our ability to continue as a going concern is dependent on our ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement our business plan.
There is no assurance that we will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to us. However, management believes that we have sufficient working capital to meet our projected minimum financial obligations for the next fiscal year. The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company, and we have incurred losses since our inception.
We will require significant additional capital to fund our business plan.
We will be required to expend significant funds to determine whether proven and probable gold and mineral reserves exist at our properties, to continue exploration and, if warranted, to develop our existing properties, and to identify and acquire additional properties to diversify our property portfolio. We anticipate that we will be required to make substantial capital expenditures for the continued exploration. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological, and geochemical analysis, assaying, permitting, and feasibility studies. We may not benefit from some of these investments if we are unable to identify commercially exploitable mineral reserves.
Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the price of metals. Capital markets worldwide were adversely affected by substantial losses by financial institutions, caused by investments in asset-backed securities, and remnants from those losses continue to impact the ability for us to raise capital. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.
Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations, and prospects. Sales of substantial amounts of securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of shares of our Common Stock in the public markets, or the potential for such sales, could decrease the trading price of those shares and could impair our ability to raise capital through future sales of Common Stock. We have not yet commenced commercial production at any of our properties and, therefore, have not generated positive cash flows to date. We expect to continue to incur negative investing and operating cash flows until such time, if ever, that we are able to enter into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise capital on acceptable terms, or at all, to fund our operations and planned exploration activities.
| 14 |
All of our mineral properties that we currently intend to develop are undeveloped; therefore the risk associated with our success is much greater than would be the case if the majority of our properties were categorized as proved developed producing.
All of our mineral properties are undeveloped; therefore, the risk associated with our success is much greater than would be the case if the majority of our properties were categorized as producing properties.
All of our mineral properties are undeveloped, and we will require significant additional capital to develop such properties before they may become productive. Further, because of the inherent uncertainties associated with mining and the development of mineral deposits, some, if not all, of these properties may never be developed to the extent that they result in positive cash flow. Even if we are successful in our development efforts, it could take several years for a significant portion of our undeveloped properties to be converted to positive cash flow.
While we estimate that our current business plan is to fund the development costs with potential cash flow from our property such as Aur Gading, if such cash flow is not sufficient we may be forced to seek alternative sources for cash, through the issuance of additional equity or debt securities, increased borrowings or other means.
Rafex has not established or disclosed any Mineral Resources or Mineral Reserves under Subpart 1300; accordingly, Rafex has not filed a Technical Report Summary because it is not making a disclosure of Mineral Resources or Mineral Reserves requiring a TRS at this time.
We have not established any Mineral Resources or Mineral Reserves on our mineral properties in accordance with the definitions and requirements of Subpart 1300 of Regulation S-K. Accordingly, we are not currently disclosing any Mineral Resources or Mineral Reserves in this registration statement. A mineral reserve is an estimate of the tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a qualified person, can be the basis for an economically viable project. Because we are not currently disclosing any Mineral Resources or Mineral Reserves under Subpart 1300, we have not included a Technical Report Summary prepared by a Qualified Person to support such a disclosure. Any future disclosure of Mineral Resources or Mineral Reserves would be subject to the applicable requirements of Subpart 1300, including the requirement to obtain and, where applicable, file a Technical Report Summary prepared by a Qualified Person. In general, the probability of any individual prospect having a Mineral Reserve that meets the requirements of Subpart 1300 is small, and our mineral properties may not contain any Mineral Resources or Mineral Reserves. Any funds that we spend on exploration or development could be lost. Even if we eventually establish a Mineral Resource or Mineral Reserve on one or more of our properties, there can be no assurance that our properties can be developed into producing mines or that we can extract those minerals economically. Both mineral exploration and mineral development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade, and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as processing facilities, roads, rail, power, and a point for shipping, government regulation, and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.
A substantial or extended decline in gold and mineral prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
The price we would receive for our gold mining production heavily influences our revenue, profitability, access to capital and future rate of growth. Gold and minerals are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for gold and minerals have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our potential production, and the levels of our potential production, depend on numerous factors beyond our control. These factors include, but are not limited to, the following:
| Ø | economic impacts and global inflationary shocks; | |
| Ø | global instability and the outlook of the United States dollar currency; | |
| Ø | export controls of gold, silver and other precious metals from countries like China; | |
| Ø | political conditions, including embargoes, in or affecting other gold mining, mineral-producing activity; | |
| Ø | the level of global manufacturing activity using gold and other minerals; | |
| Ø | the level of global gold inventories; | |
| Ø | weather conditions; |
| 15 |
Lower gold and mineral prices may not only decrease our revenues on a per unit basis but also may reduce the amount of gold that we can mine for and produce economically. Lower prices will also negatively impact the value of our proved reserves. A substantial or extended decline in gold and mineral prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.
Mining for and producing gold are very high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.
Our future success will depend on the success of our acquisition opportunities, exploitation, exploration, and development, production activities. Our gold mining and production activities are subject to numerous risks beyond our control; including the risk that mining will not result in commercially viable gold production. Further, we operate the Aur Gading iron ore project in Malaysia with our partner Datgeo Minerals Sdn. Bhd. of which we own 50%.
The Aur Gading Project is located on Mining Licence No. ML05/2021 (“ML05/2021”) covering approximately 116.9 hectares (288.87 acres) in the district of Batu Yon, Kuala Lipis, State of Pahang, Malaysia. ML05/2021 is held by Aras Kuasa Sdn Bhd, which has granted DGO the right to explore, mine, process, recover, and sell all minerals from within the designated area pursuant to an Exploration and Mining Agreement dated July 4, 2023. Rafex’s rights to the Project flow through this structure and are therefore subject to the continued validity of ML05/2021 and the Exploration and Mining Agreement between DGO and Aras Kuasa Sdn Bhd.
Thus, if the Aras Kuasa agreement were degraded, amended or terminated or if Aras Kuasa lost its mining licence, Rafex’s interest in the Aur Gading Project would be at risk. We cannot make any assurances that if Aras Kuasa is impaired by any negative issues that our agreement with DGO would therefore not be at risk.
Special risks in operating in Malaysia
There are special risks to operating in Malaysia that could negatively affect our business plans. While we meet their requirement to partner with a local Malaysian entity with our Aur Gading iron ore mine operation, we cannot assure you that we will not encounter additional regulatory, complex bureaucratic, custom approval, bribery, or corruption risks. There is also a newly implemented 2026 Carbon Tax by the Ministry of Finance in Malaysia that would affect our operations if we decide to expand our mining by integrating additional processing procedures, adding additional tax obligations. If the Malaysian government implements new rules against iron ore mining, or adds additional regulations, or higher taxes, or impedes our operations at Aur Gading, our business could be severely impaired and investors could lose their entire investment. We cannot make any assurances that we would be able to avoid such risks now or in the future
Our operational risk in developing leased or purchased properties
Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Our cost of mining operations, completing and operating is often uncertain before mining commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel mining, including the following:
| Ø | delays imposed by or resulting from compliance with regulatory requirements; | |
| Ø | pressure or irregularities in geological formations; | |
| Ø | shortages of or delays in obtaining equipment and qualified personnel; | |
| Ø | equipment failures or accidents; | |
| Ø | adverse weather conditions; | |
| Ø | reductions in gold prices; | |
| Ø | land tenement title problems; and |
| 16 |
If our assessments of recently purchased properties are materially inaccurate, it could have significant impact on future operations and earnings.
We are aggressively expanding our base of producing tenements. The successful acquisition of producing properties requires assessments of many factors, which are inherently inexact and may be inaccurate, including the following:
| Ø | the amount of recoverable gold reserves; | |
| Ø | future gold prices; | |
| Ø | estimates of operating costs; | |
| Ø | estimates of future development costs; | |
| Ø | estimates of the costs and timing of mining operations; and | |
| Ø | potential environmental and other liabilities. |
Our assessment will not reveal all existing or potential problems, nor will it permit us to become familiar enough with the tenements to assess fully their capabilities and deficiencies. As noted previously, we plan to undertake further development of our properties through the use of cash flow from existing production. Therefore, a material deviation in our assessments of these factors could result in less cash flow being available for such purposes than we presently anticipate, which could either delay future development operations (and delay the anticipated conversion of reserves into cash), or cause us to seek alternative sources to finance development activities.
A significant decrease in gold prices may require us to take write-downs of the carrying values of any gold tenement properties, potentially requiring earlier than anticipated debt repayment and negatively impacting the trading value of our securities.
Accounting rules require that we would need to review periodically the carrying value of any gold tenement properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our gold tenement properties. If at such time our properties serve as collateral for advances under our existing credit facilities, a write-down in the carrying values of our properties could require us to repay debt earlier than we would otherwise be required. A write-down could also constitute a non-cash charge to earnings. It is likely the cumulative effect of a write-down could also negatively impact the trading price of our securities.
Geophysicist estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
The process of estimating gold reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of our reported reserves.
| 17 |
In order to prepare our estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, historical site process, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as gold prices, mining and operating expenses, capital expenditures, taxes and availability of funds. Therefore, estimates of gold reserves are inherently imprecise.
Actual future production, gold prices, reserves, revenues, taxes, development expenditures, operating expenses and quantities of recoverable gold reserves most likely will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reported reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development, prevailing gold reserves and other factors, many of which are beyond our control.
If future values decline or costs increase it could negatively impact our ability to finance operations, and individual properties could cease being commercially viable, affecting our decision to continue operations on producing properties or to attempt to develop properties. All of these factors would have a negative impact on earnings and net income, and most likely the trading price of our securities.
Prospects that we decide to mine may not yield gold in commercially viable quantities.
Our prospects are in various stages of evaluation, ranging from prospects that are currently being mined, to prospects that will require substantial additional seismic data processing and interpretation. There is no way to predict in advance of mining and testing whether any particular prospect will yield gold in sufficient quantities to recover mining or completion costs or to be economically viable. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to mining whether gold will be present or, if present, whether gold will be present in commercial quantities. We cannot assure you that the analogies we draw from available data from other mines, more fully explored prospects or producing gold fields will be applicable to our mining prospects.
We are not insured against all risks and may incur substantial losses and be subject to substantial liability claims as a result of our oil and natural gas operations.
We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations. Our gold mining and iron ore production activities are subject to all of the operating risks associated with mining for and producing gold and iron ore including the possibility of:
| Ø | environmental hazards, such as, toxic gas or other pollution into the environment, including groundwater and contamination; | |
| Ø | abnormal pressured formations; | |
| Ø | mechanical difficulties, such as excavator service tools and parts impairment; | |
| Ø | fires and explosions; | |
| Ø | personal injuries and death; and | |
| Ø | natural disasters. |
Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could adversely affect us.
| 18 |
We are subject to complex laws and regulations that can affect the cost, manner or feasibility of our mining operations.
Gold exploration, development, mining and sale are subject to extensive federal, state, local and international regulation. We may be required to make large expenditures to comply with governmental laws and regulations. Matters subject to regulation include:
| Ø | environmental permits for exploration and mining operations; |
| Ø | reclamation and closure bonds; |
| Ø | mine safety and health standards; |
| Ø | reports concerning mining operations and production; |
| Ø | land use, access rights and claim maintenance requirements; |
| Ø | water discharge and usage permits; |
| Ø | tailings and waste rock management; |
| Ø | air quality standards and emissions controls; |
| Ø | endangered species and habitat protection; and |
| Ø | taxation, royalties and mineral rights. |
Under these laws, we could be liable for personal injuries, property damage, environmental contamination and other damages. Failure to comply with these laws may result in the suspension or termination of our operations, the revocation of our permits or mining claims, and subject us to administrative, civil and criminal penalties, including substantial fines. Moreover, these laws could change in ways that substantially increase our costs, including more stringent environmental standards, increased bonding requirements, or additional restrictions on mining activities. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations.
Our insurance may be inadequate to cover our liabilities. Insurance costs are expected to continue to increase over the next few years, and we may decrease coverage and retain more risk to mitigate future cost increases. if we incur substantial liability, and the damages are not covered by insurance or are in excess of policy limits, then our business, results of operations and financial condition may be materially adversely affected.
If our access to markets is restricted, it could negatively impact our potential production, our income and ultimately our ability to retain our tenement leases.
Market conditions or the unavailability of satisfactory transportation arrangements may hinder our access to gold and iron ore markets or delay our production. The availability of a ready market for gold and iron ore production depends on a number of factors, including the demand for and supply of gold and iron ore and the proximity of reserves to mines and processing facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems and processing facilities owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business.
| 19 |
The unavailability or high cost of drilling rigs, mining equipment, supplies, personnel and geologist services could adversely affect our ability to execute exploration plans on a timely basis and within budget.
We are highly dependent upon third-party services. The cost of gold and iron ore services typically fluctuates based on demand for those services. There is no assurance that we will be able to contract for such services on a timely basis or that the cost of such services will remain at a satisfactory or affordable level. Shortages or the high cost of drilling rigs, mining equipment, supplies or personnel could delay or adversely affect our exploration operations, which could have a material adverse effect on our business, financial condition or results of operations.
Hedging transactions may limit our potential gains.
In order to reduce commodity price uncertainty and increase cash flow predictability relating to the marketing of our gold and iron ore, we may enter intogold and iron ore price hedging arrangements with respect to a portion of our expected production. While intended to reduce the effects of volatile gold and iron ore prices, such transactions may limit our potential gains if gold and iron ore prices rise over the price established by the arrangements.
We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.
Growth in accordance with our business plan, if achieved, could place a significant strain on our financial, technical, operational and management resources. As we expand our activities, increase the number of projects we are evaluating or in which we participate, there will be additional demands on our financial, technical, operational and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, geologists, engineers and other professionals in the gold and iron ore industry, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.
Our operations could be impacted by burdens and encumbrances on title to our properties.
Our leasehold acreage on our tenements may be subject to existing gold and iron ore leases, liens for current taxes and other burdens, including other mineral encumbrances and restrictions customary in the gold and iron ore industry. Such liens and burdens could materially interfere with the use or otherwise affect the value of such properties. Additionally, any potential issues on the title of the working interests, leases and other rights owned by us could have a material adverse effect on our operations.
Our operations are subject to hazards inherent in the gold mining and iron ore industry.
Risks inherent to our industry include the potential for significant losses associated with damage to the environment. Equipment design or operational failures, or vehicle operator error can result in explosions and discharges of toxic gases, chemicals and hazardous substances, and, in rare cases, mine collapses, or toxic fluids into environmental media, as well as personal injury, loss of life, long-term suspension or cessation of operations and interruption of our business and/or the business or livelihood of third parties, damage to geologic formations, environmental media and natural resources, equipment and/or facilities and property. We may use and generate hazardous substances and wastes in our operations and may become subject to claims relating to the release of such substances into the environment. In addition, some of our current properties are, or have been, used for industrial purposes, which could contain currently unknown contamination that could expose us to governmental requirements or claims relating to environmental remediation, personal injury and/or property damage. These conditions could expose us to liability for personal injury, wrongful death, property damage, loss of gold mining and iron ore production, pollution and other environmental damages and could materially impair our profitability, competitive position or viability. Depending on the frequency and severity of such liabilities or losses, it is possible that our operating costs, insurability and relationships with employees and regulators could be materially impaired.
| 20 |
The Trump Administration has shifted the focus of the U.S. government away from environmental, social, and governance (ESG) matters, continuing efforts to address such matters may negatively impact our business.
While the current Trump Administration has sought to scale back and dismantle federal ESG policies and regulations, ongoing attention to ESG matters, including those related to climate change and sustainability, and increasing societal, and investor and legislative pressures on companies to address ESG matters may result in increased costs, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. Increasing attention to climate change, for example, may result in additional governmental investigations and private litigation, or threats thereof, against our company. In addition, some organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward our company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste, and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.
Our business may suffer if we lose key personnel.
We depend to a large extent on the services of our officers, including Russell Brimage, our President and Chief Executive Officer; Justin Ward, our Geophysicist; Robert Francis Davies; our Director; and Richard Chiang, our Chief Financial Officer. These individuals have extensive experience and expertise in evaluating and analyzing producing gold mining and iron ore properties and mining/drilling prospects and developing and executing public company financing strategies. The loss of any of these individuals could have a material adverse effect on our operations. We do not maintain key-man life insurance with respect to any management personnel. Our success will be dependent on our ability to continue to retain and utilize skilled technical personnel.
Our primary source of financing carries special risks andif any obstruction to our financing resource occurswe may temporarily be impaired by capital contributions to the Company.
Robert Francis Davies, a Director and the largest shareholder of the Company, has historically been our primary source of external financing through the unsecured shareholder loan facility described elsewhere in this prospectus.
On May 18, 2026, the Company entered into an agreement with Mr. Davies to convert the outstanding loans made by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries at March 31, 2026. This amount totaled $2,589,734 USD which was converted at $0.25 USD cents per share for a total of 10,358,936 shares of restricted common stock. Further, Mr. Davies entered into a revenue sharing arrangement within the same agreement for any and all loans provided by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries from May 18, 2026 forward. All loans shall be non-interest bearing, and non-convertible. The revenue sharing arrangement calls for loans to be repaid exclusively from 25% of the Company’s 50% share of net income generated from the Aur Gading Iron Ore facility in Pahang, Malaysia operated by DatGeo Minerals Sdn. Bhd. our Malaysian joint venture in which Rafex Gold Corp holds a 50% interest.
Mr. Davies has indicated that he intends to continue to commit funds to the Company as they become available, and has reaffirmed his commitment to supporting the Company’s operations and development activities going forward.
| 21 |
While Mr. Davies has expressed confidence in his ability to continue supporting the Company, there can be no assurance as to the timing of receipt of such funds or the amount that will ultimately be committed to the Company. If there is a delay in Mr. Davies providing us funds, if he is incapacitated, impaired financially, or if such funds are not received in the amounts expected, the Company’s access to financing under the shareholder loan facility may be temporarily constrained, which could affect the Company’s ability to fund its planned operations and development activities on the anticipated timeline.
The Company is evaluating potential alternative sources of financing to supplement The Robert Francis Davies Trust. However there can be no assurance that such alternative financing will be available on acceptable terms or at all. Investors should carefully consider the risks associated with the Company’s dependence on Mr. Davies as its primary source of financing. See “Management’s Discussion and Analysis — Going Concern” and “Certain Relationships and Related Transactions — Robert Francis Davies Shareholder Loan Facility” for additional information.
| 22 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact included in this Prospectus regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this Prospectus. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Prospectus are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Prospectus. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Forward-looking statements also involve risks and uncertainties. Many of these risks and uncertainties are beyond our ability to control or predict and could cause results to differ materially from the results discussed in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following:
| Ø | our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our gold and iron ore properties; | |
| Ø | declines or volatility in the prices we receive for our gold and iron ore; | |
| Ø | general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business; | |
| Ø | risks associated with mining, drilling, including completion risks, cost overruns; | |
| Ø | uncertainties associated with estimates of potential mineralization and future mineral reserves;; | |
| Ø | the presence, grade, quantity and recoverability of mineralization, as well as the uncertainty regarding any future estimates of Mineral Resources or Mineral Reserves and actual future production rates and associated costs; | |
| Ø | risks and liabilities associated with acquired companies and properties; | |
| Ø | risks related to integration of acquired companies and properties; | |
| Ø | potential defects in title to our properties; | |
| Ø | cost and availability of mining equipment, drilling rigs, equipment, supplies, personnel and mine services; | |
| Ø | geological characteristics and concentration of mineralization on our properties; | |
| Ø | environmental or other governmental regulations; | |
| Ø | our ability to secure firm transportation for gold and iron ore we produce and to sell the gold and iron ore at market prices; | |
| Ø | exploration and development risks; | |
| 23 |
| Ø | management’s ability to execute our plans to meet our goals; | |
| Ø | our ability to retain key members of our management team; |
| Ø | weather conditions; |
| Ø | actions or inactions of third-party operators of our properties; |
| Ø | costs and liabilities associated with environmental, health and safety laws; |
| Ø | our ability to find and retain highly skilled personnel; |
| Ø | operating hazards attendant to the gold and iron ore business; |
| Ø | competition in the gold and iron ore industry; and |
| Ø | the other factors discussed under “Risk Factors.” |
Forward-looking statements speak only as of the date hereof. All such forward-looking statements and any subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.
| 24 |
The proceeds from the sale of the Resale Shares that may be offered pursuant to this prospectus will be received directly by the Selling Stockholders, and we will not receive any proceeds from the sale of these shares.
DETERMINATION OF OFFERING PRICE
The offering price of $0.25 per share for the Resale Shares has been arbitrarily determined by our Board of Directors. This price does not necessarily bear any relationship to our assets, book value, earnings, or any other recognized criteria of value. In determining the offering price, our Board of Directors did not employ investment banking firms or other professionals to make any valuation of the Company. There is currently a limited public market for our Common Stock. Accordingly, the offering price should not be considered an indication of the actual value of the Company or of our Common Stock. There can be no assurance that the shares could be resold at the offering price, at prevailing market prices upon effectiveness of this registration statement, or at any other price.
The shares of Common Stock to be sold by the Selling Stockholders pursuant to this prospectus are currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders as a result of this offering.
| 25 |
The Selling Stockholders are offering for possible resale 22,667,672 shares of our Common Stock in this prospectus, which comprises the Resale Shares. Certain of the Selling Stockholders may be deemed affiliates of the Company. The Selling Stockholders entered into the Subscription Agreements, which were entered into at the time of the Private Placement. See “Description of Capital Stock –Subscription Agreements” for a description of the terms of the Subscription Agreements.
The Resale Shares are being registered to permit public sales of such Resale Shares. The Selling Stockholders may offer the Resale Shares for resale from time to time pursuant to this prospectus. The Selling Stockholders may also sell, transfer or otherwise dispose of all or a portion of their Resale Shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. We may from time to time include additional Selling Stockholders in amendments to this prospectus.
The following table sets forth information, as of September 10, 2026, with respect to the Resale Shares owned by each Selling Stockholder and the number of Resale Shares that may be offered pursuant to this prospectus. Unless otherwise indicated below, to our knowledge, each Selling Stockholder named in the table has sole voting and investment power with respect to the shares of Common Stock beneficially owned by it. See “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the beneficial ownership of the Selling Stockholders in securities in the Company. As used in this prospectus, the term “Selling Stockholders” has the meaning set forth in the “Plan of Distribution” section of this prospectus. The information is based on information provided by or on behalf of the Selling Stockholders.
We do not know when or in what amounts any Selling Stockholder may offer shares for sale. Because (i) the Selling Stockholders may offer all or some of the shares pursuant to this offering, (ii) there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, (iii) the Selling Stockholders may acquire additional shares from us or in the open market in the future, no definitive estimate as to the number of shares that will be held by each Selling Stockholder after the offering can be provided. The column captioned “Shares Beneficially Owned After the Offering” in the following table has been prepared on the assumption that all Resale Shares offered under this prospectus will be sold to parties unaffiliated with the Selling Stockholders, even though the Resale Shares will continue to be owned by the Selling Stockholders after the offering until they are actually sold.
| Number of Shares | Percentage Before | Shares Offered | After Offering Number of Shares | Percentage After | |||||||||||
| Name | Owned | Offering(1) | Herein | Owned | Offering(2) | ||||||||||
| David Pettigrove | 1,500,000 | 2.35% | 1,500,000 | 0 | 0% | ||||||||||
| Robin Knaggs | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Kaliopi Kondogiannis | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Nadia Kline | 200,000 | * | 200,000 | 0 | 0% | ||||||||||
| Andrew & Kathy Susanne Kitt | 250,000 | * | 250,000 | 0 | 0% | ||||||||||
| Brett Holdsworth | 200,000 | * | 200,000 | 0 | 0% | ||||||||||
| Robyn Joan Grasso | 200,000 | * | 200,000 | 0 | 0% | ||||||||||
| John & Anne Ashlin | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Dane Morris | 250,000 | * | 250,000 | 0 | 0% | ||||||||||
| Jason Reginald Smith | 700,000 | 1.10% | 700,000 | 0 | 0% | ||||||||||
| Garth J. Hoolihan | 177,672 | * | 177,672 | 0 | 0% | ||||||||||
| Mark Ravenscroft | 120,000 | * | 120,000 | 0 | 0% | ||||||||||
| Graeme & Nicole Wood | 100,000 | * | 100,000 | 0 | 0% | ||||||||||
| Elizabeth Mann | 100,000 | * | 100,000 | 0 | 0% |
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| Jacob Morris | 250,000 | * | 250,000 | 0 | 0% | ||||||||||
| Dale & Sue Wood | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Neil Morris | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Graham Goodfellow | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Russell Guppy | 500,000 | * | 500,000 | 0 | 0% | ||||||||||
| Rod Allen | 6,500,000 | 10.20% | 6,500,000 | 0 | 0% | ||||||||||
| Ashley Jones | 20,000 | * | 20,000 | 0 | 0% | ||||||||||
| Maxwell Thompson | 300,000 | * | 300,000 | 0 | 0% | ||||||||||
| Tawriffic Super Fund Pty Ltd. (5) | 400,000 | * | 400,000 | 0 | 0% | ||||||||||
| Pettigrove Super Pty Ltd. (6) | 1,500,000 | 2.35% | 1,500,000 | 0 | 0% | ||||||||||
| Asia Pacific Holding Pty Ltd. (7) | 2,000,000 | 3.14% | 2,000,000 | 0 | 0% | ||||||||||
| BJ Cox Super Fund Pty Ltd. (8) | 150,000 | * | 150,000 | 0 | 0% | ||||||||||
| Shane Purss Pty Ltd. (9) | 200,000 | * | 200,000 | 0 | 0% | ||||||||||
| Anderson Super Holdings Pty Ltd. (10) | 250,000 | * | 250,000 | 0 | 0% | ||||||||||
| Gravy Investments Pty Ltd. (11) | 1,000,000 | 1.57% | 1,000,000 | 0 | 0% | ||||||||||
| Unity Investments Pty Ltd. (12) | 200,000 | * | 200,000 | 0 | 0% | ||||||||||
| Pankarra Nominees Pty Ltd. (13) | 300,000 | * | 300,000 | 0 | 0% | ||||||||||
| Ira Dolenter Nominees Pty Ltd. (14) | 2,000,000 | 3.14% | 2,000,000 | 0 | 0% | ||||||||||
| Jotome Super Pty (15) | 300,000 | * | 300,000 | 0 | 0% | ||||||||||
| Total | 22,667,672 | 35.58% | 22,667,672 | 0 | 0% |
*indicates ownership of 1% or less
(1) Shares beneficially owned by the Selling Stockholder prior to this offer to resale, including whose beneficially owned by Selling Stockholder prior to the Private Placement.
(2) Resale Shares offered in this prospectus.
(3) Shares beneficially owned by the Selling Stockholder assuming the Resale Shares are sold by the Selling Stockholders.
(4) Applicable percentage ownership is based on 63,711,675shares of Common Stock outstanding as of September 10, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock underlying securities that are currently exercisable or convertible within 60 days are deemed to be beneficially owned by the person holding such securities.
(5) James Whitelaw - 5/10 Eagle Street, Brisbane, Queensland, Australia 4000
(6) Geoffery Pettigrove - PO Box 1045, Buddina, Queensland, Australia 4575
(7) Daniel Agis - PO Box 95, Port Villa, Republic of Vanuatu
(8) Claudia Jones - 4/18, Grantview Grove, Baxter, Victoria, Australia 3911
(9) Shane Purss - 5 Nicolas Street, Shepparton,
Victoria, Australia 3630
(10) Campbell Anderson – 5 Awinya Court, Minyama, Queensland, Australia 4575
(11) Grant Wilckens– 19 Victoria Avenue, Unley Park, South Australia 5061
(12) Jackie & Mark Postles - 3 Awinya Court, Minyama, Queensland, Australia 4575
(13) Brian Reed – 704/118 Alexandra Parade, Alexandra Headlands, Queensland, Australia 4572
(14) Steven Beardsley – 212 Old Eltham Road, Lower Plenty, Victoria, Australia 3093
(15) Christiaan Busing – 29 Annadale Circle, Kinross, Australia 6028
None of the Selling Shareholders has, or within the past three years has had, any position, office or material or family relationship with our company or any of our predecessors or affiliates, except as follows:
| · | Garth J. Hoolihan is a former consultant of our company. His shares were issued pursuant to the 2023 Triple Twenty Pty merger agreement share exchange. |
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We are registering the Shares to permit the resale of those Shares under the Securities Act from time to time after the date of this prospectus at the discretion of the holders of such Shares. We will not receive any of the proceeds from the sale by the selling stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.
Each selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCID, or any other stock exchange, market, quotation service or trading facility on which the shares are traded or in private transactions, provided that all applicable US federal securities laws and other applicable local laws are satisfied. The selling stockholders may also sell their Shares directly or through one or more underwriters, broker-dealers, or agents. If the Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
| · | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
The selling stockholders may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this prospectus.
If the selling stockholders effect such transactions by selling Shares to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling stockholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealers engaged by any selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
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In connection with sales of Shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver Shares covered by this prospectus to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge Shares to broker-dealers that in turn may sell such Shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling stockholders and any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.
Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares.
Because the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Once this registration statement becomes effective, we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders and we are not subject to any cease and desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have been met.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.
Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling stockholder will sell any or all of the Shares registered pursuant to the registration statement of which this prospectus forms a part.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. For purposes of Regulation M, the restricted period begins one business day prior to the date of commencement of offers or sales of the Shares and ends upon completion of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our Common Stock by the selling stockholders or any other person. All of the foregoing provisions may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
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We will pay all expenses of the registration of the Shares, estimated to be approximately $36,586.60 in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky” laws, and legal and accounting fees; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. The obligation to register the Shares arises from the Subscription Agreements entered into between the Company and the selling stockholders in connection with the Company’s private placement. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the Subscription Agreements. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the Subscription Agreements, or we may be entitled to contribution.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the Shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, (ii) all of the Shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect, or (iii) twelve (12) months from the date that the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission, whichever is earliest.
Once sold under the registration statement of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.
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Common Stock
Our authorized capital consists of 100,000,000 shares of Common Stock with a par value of $0.001 per share. As of September 10, 2026, there were 63,711,675 shares of our Common Stock issued and outstanding.
In connection with the preparation of this registration statement, the Board of Directors identified that Rafex Pty Ltd., a wholly-owned subsidiary of the Company, held 75,229 shares of the Company’s Common Stock as a result of the August 2025 merger. On April 1, 2026, the Board of Directors passed a resolution cancelling these 75,229 shares and returning them to the status of authorized but unissued shares. Following this cancellation, the total number of shares of Common Stock issued and outstanding was 53,352,739. The cancellation was effected pursuant to the Wyoming Business Corporation Act, including without limitation Wyoming Statutes § 17-16-631and was approved by the Board of Directors at a duly convened meeting.
On May 18, 2026, the Company entered into an agreement with Mr. Davies to convert the outstanding loans made by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries at March 31, 2026. This amount totaled $2,589,734 USD which was converted at $0.25 USD cents per share for a total of 10,358,936 shares of restricted common stock. Further, Mr. Davies entered into a revenue sharing arrangement within the same agreement for any and all loans provided by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries from May 18, 2026 forward. All loans shall be non-interest bearing, and non-convertible. The revenue sharing arrangement calls for loans to be repaid exclusively from 25% of the Company’s 50% share of net income generated from the Aur Gading Iron Ore facility in Pahang, Malaysia operated by DatGeo Minerals Sdn. Bhd. our Malaysian joint venture in which Rafex Gold Corp holds a 50% interest. Following this transaction and as of the date of this prospectus, we have 63,711,675 shares of common stock issued and outstanding.
Holders of our Common Stock have no preemptive rights to purchase additional shares of Common Stock or other subscription rights. The Common Stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All of our issued Common Stock is entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to security holders.
Our Board of Directors is authorized to issue additional shares of Common Stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action.
Preferred Stock
We have authorized 1,000,000 shares of Preferred Stock, par value $0.001 per share. As of September 10, 2026, we had 100,000 shares of Series A Preferred Stock issued and outstanding, all of which are held by Russell Brimage, our President, Chief Executive Officer and Chairman, and Robert Francis Davies, our Director.
The Company filed a Certificate of Designation designating 1,000,000 shares of preferred stock as Series A Preferred Stock with a par value of $0.001 per share. The Series A Preferred Stock carries voting rights of 1,000 votes per share, is convertible into 1,000 shares of Common Stock at the option of the holder, and has no rights to dividends, liquidation preferences, redemption rights, or sinking fund provisions. As a result of the disproportionate voting power of the Series A Preferred Stock, the holders of the Series A Preferred Stock collectively control approximately 61.08% of the total voting power of our outstanding capital stock. We have no current plans to issue any additional shares of Series A Preferred Stock or any other class of preferred stock.
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Voting Rights
Each holder of our Common Stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.
Dividend Policy
Holders of our Common Stock are entitled to dividends if declared by the Board of Directors out of funds legally available for the payment of dividends. Since our inception, we have not declared any dividends, nor do we intend to issue any cash dividends in the foreseeable future. Our plans include retaining earnings, if any, to finance the development and expansion of our business.
Transfer Agent and Registrar
Our transfer agent and registrar is Pacific Stock Transfer Company, Inc. located at 6725 Via Austi Parkway, #300, Las Vegas, NV 89119. Their telephone number is 800-785-7782.
Warrants and Options
As of the date of this prospectus, we have no warrants, stock options, or other convertible securities outstanding.
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Common Stock is quoted on the OTCID Marketplace under the trading symbol “RAFX.” However, trading in our Common Stock has been minimal and sporadic, and there can be no assurance that an active public trading market will develop or be sustained following the effectiveness of the registration statement of which this prospectus forms a part. The absence of an active trading market may make it more difficult for shareholders to sell their shares and may depress the market price of our Common Stock.
The following table sets forth the high and low bid prices for our Common Stock for each quarter during the periods indicated, as reported by the OTCID Marketplace. These prices reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions. Due to the minimal and sporadic nature of trading in our Common Stock, the bid prices listed below may not be indicative of the market value of our Common Stock.
| Fiscal Quarter | High | Low | ||||||
| Second Quarter Ended June 30, 2026 | $ | 1.00 | $ | 0.49 | ||||
| First Quarter Ended March 31, 2026 | $ | 1.00 | $ | 0.29 | ||||
| Fourth Quarter Ended December 31, 2025 | $ | 0.90 | $ | 0.004 | ||||
| Third Quarter Ended September 30, 2025 | $ | 0.01 | $ | 0.01 | ||||
Holders
As of September 10, 2026, there were approximately 378 holders of record of our Common Stock. The number of holders of record does not include beneficial owners whose shares are held in street name by brokers and other nominees.
Dividends
We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain all available funds and future earnings, if any, for use in the operation and development of our business. We do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, contractual restrictions, and other factors deemed relevant by the Board.
Securities Authorized for Issuance Under Equity Compensation Plans
As of the date of this prospectus, we do not have any equity compensation plans in place, and no securities have been authorized for issuance under any such plan.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus. All dollar amounts are expressed in United States dollars unless otherwise indicated. References to “AUD” refer to Australian dollars. Where AUD amounts are converted to USD, we have used an exchange rate of AUD $1.00 = USD $0.63 unless otherwise stated.
Overview
Rafex Gold Corp. is a mineral exploration and development company incorporated in Wyoming, engaged primarily in gold and iron ore exploration activities in Australia and Malaysia. We are a pre-revenue stage company and have not generated any revenues from operations since inception. Our primary activities during the year ended December 31, 2025 consisted of corporate administration, the completion of the merger with Rafex Pty Ltd., the establishment of the Aur Gading iron ore joint venture in Malaysia through our wholly-owned subsidiary Rafex Pty Ltd., and ongoing exploration and maintenance activities across our Australian tenements: the Bendoc, Mt Bute/Ballarat, and Rutherglenn projects.
We anticipate that the Aur Gading iron ore facility will commence physical production during the third quarter of 2026, following which we expect to enter a ramp-up period during which we will negotiate offtake arrangements with third party purchasers. We currently anticipate recognizing our first revenues in approximately November 2026, subject to successful completion of commissioning, ramp-up activities, and execution of offtake agreements on acceptable terms. There can be no assurance that commercial production will commence on the anticipated timeline or that offtake arrangements will be secured on favorable terms.
Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
We generated no revenue during the years ended December 31, 2025 and 2024. We remain a pre-revenue exploration stage company. We do not expect to generate revenue from our Australian gold exploration projects in the near term, as those properties remain in the exploration and development stage. As noted above, we anticipate generating our first revenues from the Aur Gading iron ore operations in approximately November 2026, following a production ramp-up period and the negotiation of offtake arrangements.
General and Administrative Expenses
General and administrative expenses increased to $63,235 for the year ended December 31, 2025, compared to $2,244 for the year ended December 31, 2024, an increase of $60,991 or approximately 2,718%. The significant increase reflects the Company’s expanded corporate activity during 2025, including costs associated with the completion of the Rafex Pty Ltd. merger, the establishment of the Aur Gading joint venture, increased professional fees related to SEC reporting and registration obligations, and general corporate overhead associated with operating as a public company. We expect general and administrative expenses to continue to increase as we progress toward commercial production at Aur Gading and expand our public company reporting obligations.
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Stock-Based Compensation
Stock-based compensation expense was $2,500 for the year ended December 31, 2025, compared to $nil for the year ended December 31, 2024. On July 9, 2025, the Company issued 2,500,000 shares of restricted Common Stock to Richard Chiang, our Chief Financial Officer and Director, as compensation for services rendered in connection with his appointment as Chief Financial Officer of the Company on that date.
The fair value of the shares issued was determined to be $2,500 in the aggregate, or $0.001 per share, representing the par value of the Company’s Common Stock. In determining the fair value of the shares at the time of issuance, management considered the following factors: the Company had no active trading market for its Common Stock on the OTCID Marketplace at the time of issuance, with no established market price resulting from actual trading activity; there were no prior arm’s length transactions in the Common Stock of Rafex Gold Corp. at prices higher than par value at the time of the grant; and the Company had negative stockholders’ equity at the time of issuance reflecting its pre-revenue development stage. The offering price of $0.25 per share referenced elsewhere in this prospectus represents an arbitrary price determined by the Board of Directors solely for the purpose of calculating the SEC registration fee and does not reflect an actual arm’s length transaction establishing the fair value of the Common Stock. Based on these factors, management determined that the par value of $0.001 per share represented the best available estimate of the fair value of the Company’s Common Stock at the date of grant, consistent with the requirements of ASC 718, Compensation — Stock Compensation. This determination and the supporting analysis have been reviewed and approved by the Company’s independent registered public accounting firm.
Other Expenses
Other expenses were $87,082 for the year ended December 31, 2025, compared to $87,549 for the year ended December 31, 2024, a decrease of $467 or approximately 0.5%. This expense was attributed to consulting fees paid to Tech Associates Inc., and accounting fees. The relatively stable level of other expenses between periods reflects the consistent nature of the Company’s financing obligations during both years.
Net Loss
We incurred a net loss of $152,817 for the year ended December 31, 2025, compared to a net loss of $89,793 for the year ended December 31, 2024, an increase in net loss of $63,024 or approximately 70.2%. The increased net loss is primarily attributable to higher general and administrative expenses associated with expanded corporate activities, partially offset by the minimal change in other expenses between periods. We expect net losses to continue until such time as we generate sufficient revenues from the Aur Gading iron ore operations to cover our operating costs, which we do not currently anticipate occurring until late 2026 at the earliest.
Liquidity and Capital Resources
Cash Position
As of December 31, 2025, we had cash and cash equivalents of $31,715, compared to $775 as of December 31, 2024. While the increase in cash reflects net proceeds received from financing activities during 2025, our current cash position is not sufficient to fund our planned operations and development activities for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to raise additional capital through equity or debt financing, achieve commercial production at Aur Gading on the anticipated timeline, and ultimately generate positive cash flows from operations.
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Operating Activities
Net cash used in operating activities was $41,636 for the year ended December 31, 2025, compared to $104,412 for the year ended December 31, 2024, a decrease of $62,776 or approximately 60.1%. The decrease in cash used in operating activities primarily reflects favorable changes in working capital during the period, partially offset by the increased net loss. Despite the improvement in operating cash consumption relative to the prior year, we continue to consume cash in operations and have not achieved positive operating cash flow.
Investing Activities
Net cash used in investing activities was $294,142 for the year ended December 31, 2025, compared to $131,950 for the year ended December 31, 2024, an increase of $162,192 or approximately 122.9%. The increase in investing activities primarily reflects capital expenditures and acquisition costs associated with the Rafex Pty Ltd. merger completed during 2025 and initial development expenditures related to the establishment of the Aur Gading iron ore facility in Malaysia. We expect capital expenditures to remain significant in 2026 as we complete the commissioning of the Aur Gading facility and continue exploration and development activities on our Australian tenements.
Financing Activities
Net cash provided by financing activities was $350,530 for the year ended December 31, 2025, compared to $236,169 for the year ended December 31, 2024, an increase of $114,361 or approximately 48.4%. Financing activities during both periods consisted primarily of advances received under the shareholder loan arrangement with Robert Francis Davies, our Director and largest shareholder, described further below. The Company has been primarily dependent on shareholder loan advances to fund its operations and investing activities.
Related Party Financing — Robert Francis Davies Shareholder Loan
Since 2022, Robert Francis Davies, a Director and the largest shareholder of Rafex Gold Corp., has provided ongoing financial support to the Company through an unsecured shareholder loan facility pursuant to a formal written loan agreement dated September 28, 2021. As of December 31, 2025, the outstanding balance of this loan facility was approximately $3,171,112AUD (approximately $2,092,934USD at the exchange rate of AUD $1.00 = USD $0.66), of which approximately $1,634,803 is classified as a long-term liability on the Company’s balance sheet as of December 31, 2025, with the remainder classified within current liabilities or adjusted for foreign currency translation. As of March 31, 2026, the loan increased by $720,000 AUD or $496,800 USD. On May 18, 2026, Mr. Davies and the Company entered into a Debt Conversion and Revenue Sharing Agreement which converted the loan into shares of the company’s common stock in two tranches. The loan balance at December 31, 2025 was converted at $0.66 USD and the loan balance at March 31, 2026 was converted at $0.69USD. The total amount owed to Mr. Davies was $2,589,734 USD. The Company and Mr. Davies agreed upon a conversion price to align the loan conversion with the price of this offering at $0.25 USD per share. Mr. Davies was issued a total of 10,358,936 shares of restricted common stock to eliminate the loan. The loan was not subject to any interest and was repayable within 10 years. Further, Mr. Davies entered into a revenue sharing arrangement within the same agreement for any and all loans provided by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries from May 18, 2026 forward. All loans shall be non-interest bearing, and non-convertible. The revenue sharing arrangement calls for loans to be repaid exclusively from 25% of the Company’s 50% share of net income generated from the Aur Gading Iron Ore facility in Pahang, Malaysia operated by DatGeo Minerals Sdn. Bhd. our Malaysian joint venture in which Rafex Gold Corp holds a 50% interest. Following this transaction and as of the date of this prospectus, we have 63,711,675 shares of common stock issued and outstanding.
The Company is still materially dependent on the continued financial support of Mr. Davies with respect ongoing loans. See “Certain Relationships and Related Party Transactions” for additional information regarding this loan and ongoing financing arrangements.
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Historical Private Placement — Rafex Pty Ltd.
Prior to becoming a wholly-owned subsidiary of Rafex Gold Corp. in 2025, Rafex Pty Ltd. completed a private placement in 2022 in which it raised AUD $2,379,000 (approximately USD $1,498,770) at a price of AUD $0.10 per share. This private placement was conducted by Rafex Pty Ltd. as a standalone entity prior to the merger and is distinct from the current resale offering being registered under this prospectus, in which the Selling Stockholders are offering 22,667,672 shares of Common Stock of Rafex Gold Corp. at $0.25 per share. No shares of Common Stock of Rafex Gold Corp. have previously been sold in a private placement at any price. The Company will not receive any proceeds from the current resale offering.
Balance Sheet and Capital Structure
Total assets increased to $733,576 as of December 31, 2025, from $170,365 as of December 31, 2024, an increase of $563,211 or approximately 330.5%. The increase in total assets primarily reflects the addition of mineral property interests, equipment, and other non-current assets acquired in connection with the Rafex Pty Ltd. merger completed during 2025, together with capital expenditures related to the initial development of the Aur Gading iron ore facility.
Total liabilities increased to $1,816,048 as of December 31, 2025, from $241,641 as of December 31, 2024, an increase of $1,574,407. Current liabilities decreased to $181,245 from $241,641, reflecting partial settlement or reclassification of certain short-term obligations during 2025. Long-term liabilities of approximately $1,634,803 as of December 31, 2025 represent primarily the long-term portion of the shareholder loan facility provided by Robert Francis Davies as described above. As a result of total liabilities exceeding total assets, total stockholders’ deficit was $(1,082,472) as of December 31, 2025, compared to $(71,275) as of December 31, 2024, an increase in the deficit of $1,011,197.
Going Concern
Our audited financial statements for the year ended December 31, 2025 have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our independent registered public accounting firm has included an explanatory paragraph in their audit report expressing substantial doubt about our ability to continue as a going concern. This doubt arises from our history of net losses totaling $152,817 and $89,793 for the years ended December 31, 2025 and 2024 respectively, our accumulated stockholders’ deficit of $(1,082,472) as of December 31, 2025, our limited cash position of $31,715 as of December 31, 2025, and our ongoing dependence on external financing to fund operations.
Management’s plans to address the going concern doubt include the following:
| · | Advancing the Aur Gading iron ore facility toward physical production, currently targeted during the third quarter of 2026, followed by a ramp-up period during which offtake arrangements will be negotiated, with initial revenues currently anticipated in approximately November 2026 |
| · | Pursuing additional equity or debt financing as required to fund operations and planned development activities during the period prior to generating revenues |
| · | Continuing to rely on the shareholder loan facility provided by Robert Francis Davies to the extent necessary to bridge operating requirements, subject to Mr. Davies' continued willingness to provide such support under the terms of the loan agreement |
| · | Managing corporate overhead and general and administrative expenses to preserve available cash resources |
There can be no assurance that management will be successful in implementing these plans. If we are unable to achieve commercial production at Aur Gading on the anticipated timeline, execute offtake arrangements on acceptable terms, or raise sufficient additional capital, we may be unable to continue as a going concern.
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Capital Requirements and Planned Expenditures for 2026
Based on our current business plan and the anticipated timeline for commercial production at Aur Gading, we estimate our capital requirements for the twelve months following the date of this prospectus to be approximately AUD $2,750,000 (approximately USD $1,732,500), allocated across our projects as follows:
| Project | Tenement ID | Planned 2026 Capex (AUD) |
Planned 2026 Capex (USD) |
| Bendoc Project | EL006187 | AUD $2,000,000 | ~USD $1,260,000 |
| Mt Bute/Ballarat Project | EL007864 | AUD $500,000 | ~USD $315,000 |
| Rutherglenn Project | EL8456 | AUD $250,000 | ~USD $157,500 |
| Total | AUD $2,750,000 | ~USD $1,732,500 |
In addition, general and administrative expenses and public company compliance costs are expected to increase relative to prior periods as the Company expands its operations and reporting obligations. We intend to fund these requirements through a combination of cash on hand, cash flows from operations once commercial production commences at Aur Gading, continued access to the shareholder loan facility, and additional equity or debt financing as needed. We do not currently have committed financing arrangements sufficient to cover all of our planned expenditures for the next twelve months beyond the shareholder loan facility, and there can be no assurance that such financing will be available on acceptable terms or at all.
Minimum Annual Expenditure Commitments
In order to maintain our Australian exploration tenements in good standing under applicable Victorian regulatory requirements, we are required to meet minimum annual expenditure commitments on each tenement. Our minimum expenditure commitments for the twelve months following the date of this prospectus are as follows:
| Tenement | Tenement ID | Minimum Annual Commitment (AUD) |
Minimum Annual Commitment (USD) |
| Bendoc Project | EL006187 | AUD $125,000 | ~USD $78,750 |
| Mt Bute/Ballarat Project | EL007864 | AUD $39,600 | ~USD $24,948 |
| Rutherglenn Project | EL8456 | AUD $64,600 | ~USD $40,698 |
| Total | AUD $229,200 | ~USD $144,396 |
Failure to meet these minimum annual expenditure commitments could result in the forfeiture or cancellation of one or more of our exploration tenements, which would have a material adverse effect on our business and operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that would be material to investors.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. We consider the following accounting policies to be critical to understanding our financial statements:
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Mineral Property Costs
We capitalize costs directly related to the acquisition of mineral property interests. Exploration costs are expensed as incurred unless they satisfy the criteria for capitalization under US GAAP. We periodically evaluate the carrying value of our mineral properties for impairment based on management’s assessment of whether facts and circumstances suggest that the carrying amount may exceed the recoverable amount.
Foreign Currency Translation
The functional currency of our Australian and Malaysian subsidiaries is the Australian dollar and Malaysian Ringgit respectively. Assets and liabilities of these subsidiaries are translated into USD at period-end exchange rates, while revenues and expenses are translated at average exchange rates for the period. Translation adjustments are recorded in accumulated other comprehensive income or loss as a component of stockholders’ equity.
Going Concern Assessment
Management evaluates at each reporting period whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within twelve months of the financial statement issuance date, in accordance with ASC 205-40.
Use of Estimates
The preparation of our financial statements requires management to make estimates that affect the reported amounts of assets and liabilities as of the balance sheet date and the reported amounts of expenses during the reporting periods. Significant estimates include the carrying value of mineral property interests, the valuation of the shareholder loan facility, and foreign currency translation. Actual results may differ materially from these estimates.
Recently Issued Accounting Pronouncements
On February 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. As the Company has no revenue, the adoption of the new revenue standard had no material impact on our consolidated financial statements.
Under the new standard, revenue is recognized based on the following five step model:
| - | Identification of the contract with a customer | |
| - | Identification of the performance obligations in the contract | |
| - | Determination of the transaction price | |
| - | Allocation of the transaction price to the performance obligations in the contract | |
| - | Recognition of revenue when, or as, the Company satisfies a performance obligation |
Adoption of New Accounting Standards
The Company has evaluated recent accounting pronouncements and determined that there are no new standards that have been issued but not yet adopted that would have a material impact on its financial position, results of operations, or cash flows.
Standards Not Yet Adopted
As an emerging growth company, the Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards under Section 107(b) of the JOBS Act. This election allows the Company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers
The following table sets forth the name, age, and position of each of our directors and executive officers as of the date of this prospectus:
| Name | Age | Position | Director/Officer Since | |||
| Russell Brimage | 76 | President, Chief Executive Officer, Chairman of the Board | May 26, 2022 | |||
| Robert Francis Davies | 75 | Director | May 26, 2022 | |||
| Richard Chiang | 55 | Chief Financial Officer, Director | Director since May 27, 2022; CFO since July 9, 2025 | |||
| Justin Leigh Ward | 54 | Geophysicist, Director | Officer since March 10, 2023; Director since July 31, 2023 |
Each director holds office until the next annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Executive officers are appointed by and serve at the discretion of the Board of Directors.
Biographical Information
The following sets forth biographical information for each of our directors and executive officers. There are no family relationships among any of our directors or executive officers.
Russell Brimage, President, Chief Executive Officer and Chairman of the Board
Russell Brimage, has served as President, Chief Executive Officer and Chairman of the Board of Directors of Rafex Gold Corp. since May 26, 2022. Mr. Brimage brings over 40 years of experience in the upstream oil and gas industry, having operated at the C-suite level within both publicly listed oil and gas companies and the oil and gas services sector, both onshore and offshore.
In 1982, Mr. Brimage founded and served as Managing Director of an oilfield services company in Australia, which grew to become a dominant service contractor in the Australian oil and gas industry, providing contract field operations, testing and wireline services, facility design and construction, and drilling and workover services. Following the successful trade sale of that business, Mr. Brimage pursued a career in the public company arena, serving as Chief Executive Officer of multiple publicly listed companies. In that capacity he demonstrated a pattern of identifying and developing producing assets through industry counter-cyclical transactions, transforming companies from pre-revenue status to positive cash flow and profitability, with successful outcomes in Indonesia and in the state and federal shallow-shelf waters of the United States Gulf Coast.
As Chief Executive Officer of an ASX-listed company, Mr. Brimage identified and led the Company as an early mover into shale opportunities in the United States, including a successful farm-in to a 60,000-acre concession within the Niobrara shale play in the states of Colorado and Wyoming in August 2009. Mr. Brimage currently serves as a Non-Executive Director of Lion Energy Ltd., a company listed on the Australian Securities Exchange (ASX: LIO). He has served in that capacity since February 2018. Mr. Brimage is also the Chairman of Hyterra Ltd., and ASX listed entity (ASX:HYT) a position he has held since November 2022.
Mr. Brimage’s extensive experience leading publicly listed exploration and production companies through complex transactions, his deep knowledge of the mining and energy sectors, and his demonstrated track record of developing assets from exploration stage to commercial production qualify him to serve as President, Chief Executive Officer and Chairman of the Board of Rafex Gold Corp.
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Robert Francis Davies (known as Frank Davies), Director
Robert Francis Davies, known professionally as Frank Davies, has served as a Director of Rafex Gold Corp. since May 26, 2022. Mr. Davies has been a successful entrepreneur and business operator for over 45 years, with particular expertise in commercial real estate, tourism, and business development across Australia.
Mr. Davies has been actively involved in the Australian commercial property sector for approximately 30 years, having developed and managed a significant portfolio of commercial real estate assets. He is currently the owner and operator of a major tourism company conducting operations throughout Australia. Throughout his career Mr. Davies has demonstrated a strong capacity for identifying business opportunities, building operational teams, and executing growth strategies across diverse industries and economic environments.
Mr. Davies through his personal trust, The Robert Francis Davies Trust has been the primary source of financial support for Rafex Gold Corp. since 2022, providing funding through an unsecured shareholder loan facility that has been instrumental in enabling the Company to advance its mineral exploration activities in Australia and its iron ore development activities in Malaysia. His long-term commitment to and financial support of the Company reflects his belief in the Company’s mineral assets and management team.
Mr. Davies’ extensive experience in business development and operations, his deep knowledge of the Australian commercial and investment landscape, and his ongoing financial commitment to the Company qualify him to serve as a Director of Rafex Gold Corp.
Richard Chiang, Chief Financial Officer and Director
Richard Chiang, has served as a Director of Rafex Gold Corp. since May 27, 2022, and was appointed Chief Financial Officer of the Company on July 9, 2025.
Mr. Chiang began his career at Lehman Brothers and subsequently held senior executive positions at Bear, Stearns & Co. Inc., Wedbush Securities, and Roth Capital Partners LLC, where he was responsible for managing over $600 million in client assets. His transactional experience encompasses deal structuring, financing coordination, regulatory interface, and investor and shareholder communications.. Mr. Chiang has worked as a consultant to sponsors, target companies, and institutional investors across U.S.-domestic and cross-border business combinations involving complex regulatory and compliance considerations.
Since May 27, 2022, Mr. Chiang has provided consulting services to the Company through Tech Associates Inc., a company of which he is the sole principal. Tech Associates Inc. provides the Company with SEC reporting compliance support, corporate reporting disclosure preparation, and related corporate governance services. See “Certain Relationships and Related Transactions” for additional information regarding this consulting arrangement.
Mr. Chiang is also the sole officer and director of Rapid Line, Inc. He also holds the same positions as sole officer and director with Energy 1 Corp. GIB Capital Group Inc., and is a director of DevMar Equities, Inc.
Mr. Chiang holds degrees from the University of California, Berkeley, having graduated from both the Haas School of Business and the Goldman School of Public Policy. He formerly held securities industry licenses including the FINRA Series 7, Series 24, and Series 63, as well as the NASAA Series 65. He has also previously served as a FINRA arbitrator, adjudicating disputes within the securities industry.
Mr. Chiang’s extensive background in capital markets, SEC reporting compliance, and financial transaction structuring, together with his experience at leading financial institutions, qualify him to serve as Chief Financial Officer and Director of Rafex Gold Corp.
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Justin Leigh Ward, Geophysicist and Director
Justin Leigh Ward, has served as Geophysicist of Rafex Gold Corp. since March 10, 2023, and as a Director of the Company since July 31, 2023. Mr. Ward is a highly experienced geophysicist with almost 30 years of global mineral exploration experience spanning diamonds, mineral sands, iron ore, base metals, industrial minerals, and gold across multiple continents.
Mr. Ward is the founder and principal of Modern Mag, his own mining services business specializing in geophysical surveys, electromagnetics (TEM), potential field interpretation including magnetics, drill programs and site preparation, sampling, and rehabilitation. Mr. Ward was initially trained by the De Beers group of companies across operations on four continents, where he developed deep expertise in geophysical survey techniques applicable to a wide range of mineral commodities. Following his foundational training at De Beers, Mr. Ward was selected for the exclusive De Beers “Stargate” program, an accelerated career development initiative designed to fast-track high-potential geoscientists into senior management roles, through which he gained responsibility for various De Beers exploration projects and geophysical programs.
Mr. Ward has greenfields, brownfields, and mine-stage experience for all major commodities and has been an integral member of geoscience teams responsible for the discovery of numerous commercial mines, including the team credited with the discovery of the entire Ring of Fire mineral province in northern Ontario, Canada, in approximately 2004 — a discovery widely regarded as one of the most significant mineral discoveries in Canada in recent decades.
Mr. Ward’s nearly three decades of global exploration experience, his specialized expertise in geophysical survey techniques directly applicable to the Company’s Australian gold tenements, and his demonstrated track record of contributing to major mineral discoveries qualify him to serve as Geophysicist and Director of Rafex Gold Corp.
Involvement in Certain Legal Proceedings
To the best of the Company’s knowledge, none of our directors or executive officers has, during the past ten years:
| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; |
| · | had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time; |
| · | been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or his association with persons engaged in any such activity; |
| · | been found by a court of competent jurisdiction in a civil action, the SEC, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| · | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or |
| · | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, regulatory entity, or governmental body. |
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Board Composition and Committees
Our Board of Directors currently consists of four members: Russell Brimage, Robert Francis Davies, Richard Chiang, and Justin Leigh Ward. As none of our current directors qualify as independent under the independence standards of any national securities exchange, we do not currently maintain separately designated audit, compensation, or nominating committees. The functions customarily performed by such committees are performed by our Board of Directors as a whole. We intend to establish appropriate board committees and appoint independent directors as the Company’s operations and resources permit and as required by applicable SEC and exchange rules upon any future listing of our Common Stock on a national securities exchange.
Code of Ethics
We have not yet adopted a Code of Ethics applicable to our principal executive officer, principal financial officer, and other senior financial officers.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our Common Stock and Series A Preferred Stock as of the date of this prospectus, after giving effect to the cancellation of 75,229 shares of Common Stock previously held by Rafex Pty Ltd., a wholly-owned subsidiary of the Company, pursuant to a Board resolution dated April 1, 2026. Following such cancellation, and issuance of 10,358, 936 shares of common stock to eliminate its outstanding debt at March 31, 2026, the total number of shares of Common Stock issued and outstanding as of the date of this filing is 63,711,675.
The information presented below regarding beneficial ownership of our Common Stock has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities with respect to which that person has the right to acquire beneficial ownership within 60 days through the exercise of any option, warrant, conversion right, or similar right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Unless otherwise indicated in the footnotes below, each of the beneficial owners named in the table below has, to our knowledge, sole voting and investment power with respect to the indicated shares of Common Stock. Except as otherwise indicated below, the address of each beneficial owner listed in the table is c/o Rafex Gold Corp., 1111 S. Roop Street, Unit 1915, Carson City, NV 89702.
Section A — Directors, Executive Officers and Named Control Persons
In the table below, the column titled ’Shares of Common Stock Beneficially Owned’ includes both shares of Common Stock held directly and shares of Common Stock issuable upon conversion of Series A Preferred Stock, which is convertible at any time at the holder’s option. Because Russell Brimage and Robert Francis Davies each hold 50,000 shares of Series A Preferred Stock convertible into 50,000,000 shares of Common Stock, their total beneficial ownership figures are significantly larger than their direct Common Stock holdings. Readers should refer to the ’Shares of Common Stock Held Directly’ column for each individual’s current direct holdings of Common Stock.
| Name and Position | Shares of Common Stock Held Directly | Shares of Common Stock Issuable Upon Conversion of Series A (4) | Total Shares of Common Stock Beneficially Owned (1) | % of Common Stock Beneficially Owned (2) | Shares of Series A Preferred Stock | % of Series A | Total Voting Power (3) | ||||||||
| Russell Brimage, President, CEO, Chairman | 8,795,738 | 50,000,000 | 58,795,738 | 54.57% | 50,000 | 50% | 35.19% | ||||||||
| Robert Francis Davies, Director* | 19,554,785 | 50,000,000 | 69,554,785 | 59.28% | 50,000 | 50% | 41.92% | ||||||||
| Richard Chiang, CFO, Director | 2,500,000 | – | 2,500,000 | 3.92% | – | – | 1.53% | ||||||||
| Justin Leigh Ward, Geophysicist, Director | 9,633,574 | – | 9,633,574 | 15.12% | – | – | 5.88% | ||||||||
| All Directors and Officers as a Group (4 persons) | 41,484,097 | 100,000,000 | 141,484,097 | – | 100,000 | 100% | 86.43% |
*The Robert Francis Davies Trust shares were issued to Robert Francis Davies as an individual.
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Section B — Beneficial Owners of More Than 5% of Common Stock (Non-Management)
The following table sets forth the beneficial ownership of our Common Stock by each person known to us to be the beneficial owner of more than 5% of our outstanding Common Stock who is not a director or executive officer of the Company:
| Name and Address | Shares of Common Stock Beneficially Owned |
% of Common Stock (2) | Total Voting Power (3) |
|
Rod Allen (7) Lot 26, Devils Point Road, Kawene, Port Vila, Vanuatu |
6,500,000 | 10.20% | 3.97% |
Footnotes
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Shares of Common Stock subject to conversion of Series A Preferred Stock that are currently convertible or convertible within 60 days are deemed outstanding for purposes of computing the percentage of the person holding such securities but are not deemed outstanding for purposes of computing the percentage of any other person.
(2) Percentage of Common Stock beneficially owned is calculated by dividing the total shares of Common Stock beneficially owned by such person — including shares of Common Stock directly held plus shares issuable upon conversion of Series A Preferred Stock — by the sum of 63,711,675 shares of Common Stock currently outstanding plus the number of shares issuable upon conversion of the Series A Preferred Stock held by such person. Because conversion shares are added to the denominator only for the holder of those shares, the beneficial ownership percentages for Messrs. Brimage and Davies are not directly comparable to those of Messrs. Chiang and Ward, who hold no Series A Preferred Stock. The direct common stock holdings of Messrs. Brimage and Davies, excluding conversion shares, represent approximately 13.80% and 30.69% of the 63,711,675shares of Common Stock currently outstanding, respectively.
(3) Total Voting Power is calculated based on 163,711,675 total votes outstanding, comprising 63,711,675votes attributable to outstanding shares of Common Stock (one vote per share) and 100,000,000 votes attributable to the 100,000 outstanding shares of Series A Preferred Stock (1,000 votes per share).
(4) Includes 8,795,738 shares of Common Stock held directly by Russell Brimage and 50,000,000 shares of Common Stock issuable upon conversion of 50,000 shares of Series A Preferred Stock held by Mr. Brimage, which are convertible at any time at Mr. Brimage’s option at a ratio of 1,000 shares of Common Stock per share of Series A Preferred Stock.
(5) Includes 19,554,785 shares of Common Stock held directly by Robert Francis Davies and 50,000,000 shares of Common Stock issuable upon conversion of 50,000 shares of Series A Preferred Stock held by Mr. Davies, which are convertible at any time at Mr. Davies’ option at a ratio of 1,000 shares of Common Stock per share of Series A Preferred Stock.
(6) The total voting power of all directors and officers as a group of 86.43% is calculated as follows: aggregate common stock votes of 41,484,097 (comprising 8,795,738 shares held by Mr. Brimage, 19,554,785 shares held by Mr. Davies, 2,500,000 shares held by Mr. Chiang, and 9,633,574 shares held by Mr. Ward) plus aggregate Series A Preferred Stock votes of 100,000,000, divided by total outstanding votes of 163,711,675. This represents a significant concentration of voting control in the hands of management. See “Risk Factors — Voting Control by Management through Series A Preferred Stock” for additional information.
(7) Rod Allen holds 6,500,000 shares of Common Stock representing 10.20% of the outstanding Common Stock.
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Overview
We are an emerging growth company and a smaller reporting company as defined under applicable SEC rules. Accordingly, we have elected to provide the scaled executive compensation disclosure permitted for smaller reporting companies under Item 402(n) of Regulation S-K in lieu of the more extensive compensation disclosure required for larger public companies.
Named Executive Officers
For the fiscal years ended December 31, 2025 and December 31, 2024, our named executive officers are:
| · | Russell Brimage, President, Chief Executive Officer and Chairman of the Board |
| · | Justin Leigh Ward, Geophysicist and Director |
| · | Richard Chiang, Chief Financial Officer and Director |
Summary Compensation Table
The following table sets forth the total compensation paid to or earned by our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||
| Russell Brimage, | 2025 | – | – | – | – | – | – | |||||||||||||||||||
| President, CEO, Chairman | 2024 | – | – | – | – | – | – | |||||||||||||||||||
| Justin Leigh Ward, | 2025 | 115,000 | – | – | – | – | 115,000 | |||||||||||||||||||
| Geophysicist and Director (1) | 2024 | 115,000 | – | – | – | – | 115,000 | |||||||||||||||||||
| Richard Chiang, | 2025 | – | – | 2,500 | – | 60,000 | 62,500 | |||||||||||||||||||
| CFO and Director (2) | 2024 | – | – | – | – | 60,000 | 60,000 | |||||||||||||||||||
(1) Justin Leigh Ward’s compensation is paid in United States dollars to Modern Mag Pty Ltd., a mining services company of which Mr. Ward is the founder and principal, pursuant to a written consulting agreement dated September 5, 2022. All compensation was paid in cash during each year presented.
(2) Richard Chiang’s compensation consists of: (a) consulting fees of $5,000 per month ($60,000 per year) paid to Tech Associates Inc., a company of which Mr. Chiang is the sole principal, pursuant to a written consulting agreement approved by the Board of Directors on May 27, 2022; and (b) for 2025, a stock award consisting of 2,500,000 shares of fully paid, non-assessable restricted Common Stock issued on July 9, 2025 as compensation for services rendered in connection with Mr. Chiang’s appointment as Chief Financial Officer, valued at $2,500 in the aggregate ($0.001 per share) based on the fair value of the Company’s Common Stock at the date of grant as determined by management and reviewed by the Company’s independent registered public accounting firm. The shares were fully paid and non-assessable upon issuance and are not subject to any vesting schedule or forfeiture conditions. See “Certain Relationships and Related Transactions” for additional information regarding these arrangements.
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Narrative Disclosure to Summary Compensation Table
Russell Brimage — No Cash Compensation
Russell Brimage serves as President, Chief Executive Officer and Chairman of the Board of the Company. Mr. Brimage does not receive any cash compensation, salary, bonus, or other remuneration from the Company for his services in these capacities. Mr. Brimage has elected to serve without cash compensation during the Company’s current development stage. The Company does not have a written employment agreement with Mr. Brimage.
Justin Leigh Ward — Modern Mag Pty Ltd. Services Agreement
Justin Leigh Ward serves as Geophysicist of the Company. On September 5, 2022, Rafex Pty Ltd, a wholly owned subsidiary of the Company, entered into a Services Agreement with Modern Mag Pty Ltd., an Australian mineral exploration services company of which Mr. Ward is a director, pursuant to which Modern Mag provides services to Rafex Pty Ltd in connection with the Company's Australian mineral exploration activities.
Under the Services Agreement, Modern Mag provides exploration management services, personnel management services, and website management services. Exploration management services include planning, coordination and management of exploration programs, including geological supervision, sample collection and dispatch, data capture and reporting. Personnel management services include sourcing, rostering, supervision and management of field and technical personnel required for exploration activities. Website management services include maintenance, updating and management of the Company's corporate website, including content updates, hosting liaison and general website administration.
In consideration for the services, Rafex Pty Ltd pays Modern Mag A$12,500 per month, plus GST, and a car allowance of A$1,200 per month, plus GST. Modern Mag invoices Rafex Pty Ltd monthly, with payment due within 14 days of receipt. The Services Agreement commenced on September 5, 2022 and continues until terminated. Either party may terminate the agreement upon 30 days' written notice, subject to provisions permitting immediate termination under specified circumstances.
The Services Agreement acknowledges that Mr. Ward has a material personal interest in the agreement, which was disclosed to and recorded in the minutes of the Rafex board of directors. The agreement states that its terms represent a fair and reasonable commercial arrangement and that the directors of Rafex who do not have a material personal interest in the agreement approved its entry. Modern Mag provides the services as an independent contractor and may determine which of its personnel perform the services.
Richard Chiang — Tech Associates Inc. Consulting Agreement and Stock Award
Richard Chiang serves as Chief Financial Officer and Director of the Company pursuant to a written consulting agreement between the Company and Tech Associates Inc., a company of which Mr. Chiang is the sole principal, approved by the Board of Directors on May 27, 2022. Under this agreement, the Company pays Tech Associates Inc. a consulting fee of $5,000 per month ($60,000 per year) for services including SEC reporting compliance support, OTC Markets disclosure preparation, and corporate governance services. All consulting fees were paid in cash during each of the fiscal years ended December 31, 2025 and 2024. See “Certain Relationships and Related Transactions” for additional information regarding this arrangement and its related party nature.
On July 9, 2025, the Company issued 2,500,000 shares of fully paid, non-assessable restricted Common Stock to Mr. Chiang as compensation for services rendered in connection with his appointment as Chief Financial Officer. The shares were valued at $0.001 per share, representing the par value of the Company’s Common Stock, based on management’s determination of fair value at the date of grant, which reflected the absence of an active trading market, the Company’s negative stockholders’ equity, and the absence of prior arm’s length transactions in the Company’s Common Stock at prices higher than par value. This determination was reviewed and approved by the Company’s independent registered public accounting firm. The shares were fully paid and non-assessable upon issuance and are not subject to any vesting schedule, repurchase right, or forfeiture condition. The 2,500,000 shares are included in the total shares of Common Stock issued and outstanding as of the date of this prospectus.
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Director Compensation
The following table sets forth compensation paid to our non-employee directors for the fiscal year ended December 31, 2025. Directors who are also named executive officers and whose compensation is set forth in the Summary Compensation Table above are not included in this table.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||
| Robert Francis Davies | – | – | – | – | – |
Robert Francis Davies serves as a Director of the Company. Mr. Davies does not receive any cash fees, equity awards, or other remuneration from the Company for his services as a Director. Mr. Davies has provided significant financial support to the Company through the shareholder loan facility described in “Certain Relationships and Related Transactions,” but receives no compensation in his capacity as a Director.
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2025, there were no outstanding unexercised options, unvested stock awards, or other equity-based incentive awards held by any of our named executive officers. The 2,500,000 shares of restricted Common Stock issued to Richard Chiang on July 9, 2025 were fully paid and non-assessable upon issuance and are not subject to any vesting schedule, forfeiture condition, or repurchase right. Accordingly, no amounts are reportable in the outstanding equity awards table for any named executive officer as of December 31, 2025.
Equity Compensation Plans
As of the date of this prospectus, the Company has not adopted any formal equity compensation plan, stock option plan, or other equity incentive plan. No options, warrants, or other equity-based awards have been granted to any officer, director, or employee under any formal plan. The Company may consider adopting an equity compensation plan in the future as its operations expand and its need to attract and retain qualified personnel increases.
Employment and Consulting Agreements
The Company does not have a written employment agreement with Russell Brimage. The Company has written consulting agreements with Modern Mag Pty Ltd. (for Justin Leigh Ward’s services, dated September 5, 2022) and Tech Associates Inc. (for Richard Chiang’s services, approved May 27, 2022), the material terms of which are described above and in “Certain Relationships and Related Transactions.” There are no provisions in any of these agreements relating to severance payments, change of control payments, or post-termination benefits.
Compensation Policies and Practices
Given the Company’s current development stage and limited resources, our compensation philosophy is focused on conserving cash while attracting and retaining the qualified individuals needed to advance our business objectives. Our Board of Directors, acting as a whole given the absence of a formal compensation committee, reviews and approves the compensation arrangements for our executive officers and directors. We do not currently have a formal compensation policy or program and do not use compensation consultants.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Wyoming law and our Articles of Incorporation and Bylaws authorize us to indemnify our directors and officers. The Wyoming Business Corporation Act, W.S. § 17-16-851 et seq., permits a corporation to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit, or proceeding brought by reason of their being or having been a director or officer of the corporation, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
Our Articles of Incorporation provide that we shall indemnify our directors and officers to the fullest extent permitted by Wyoming law. Our Bylaws provide that we may advance expenses incurred by a director or officer in advance of the final disposition of an action, suit, or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.
We do not currently maintain director and officer liability insurance. We may seek to obtain such coverage in the future as the Company’s operations and resources permit.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-16-851 of the Wyoming Business Corporation Act (the “Wyoming Act”) authorizes a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers on such terms and conditions as the court or board of directors deems proper. Under the Wyoming Act, a corporation may indemnify its directors and officers against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with any action, suit, or proceeding brought by reason of the fact that such persons are or were a director or officer of the corporation. The Wyoming Act further provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against such person in such capacity, whether or not the corporation would have the power to indemnify such person under applicable law.
Our Articles of Incorporation and Bylaws provide for indemnification of our directors and officers to the fullest extent permitted by the Wyoming Act. Our Articles of Incorporation provide that no director shall be personally liable to the corporation or its stockholders for monetary damages for any act or omission in such director’s capacity as a director, except to the extent otherwise provided by applicable statute.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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RECENT SALES OF UNREGISTERED SECURITIES
The Resale Shares being registered pursuant to this prospectus were originally issued to the Selling Stockholders in a private placement transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The shares were sold by Rafex Pty Ltd., prior to our acquisition of the company. The shares were sold at a price of $0.10 AUD (Australia Dollar) per share pursuant to Subscription Agreements entered into between the Company and each of the Selling Stockholders. No underwriters were involved in the private placement and no underwriting discounts or commissions were paid.
Private Placement — Rafex Pty Ltd. (2022)
Prior to its merger with and into Rafex Gold Corp. in 2025, Rafex Pty Ltd. completed a private placement in 2022 in which it issued shares to investors at a price of AUD $0.10 per share, raising aggregate proceeds of approximately AUD $2,379,000. These shares were subsequently exchanged for shares of Common Stock of Rafex Gold Corp. upon completion of the merger. The selling shareholders listed in the Selling Shareholders section of this prospectus received their shares of Rafex Gold Corp. Common Stock as a result of this merger exchange. This offering was made pursuant to applicable Australian securities law exemptions as Rafex Pty Ltd. was an Australian proprietary limited company at the time of the offering.
Issuance to Richard Chiang — July 9, 2025
On July 9, 2025, the Company issued 2,500,000 shares of restricted Common Stock to Richard Chiang, our Chief Financial Officer and Director, as compensation for services rendered in connection with his appointment as Chief Financial Officer. The shares were issued at a fair value of $0.001 per share (par value) based on management’s determination of fair value at the date of grant, for aggregate consideration of $2,500. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
Debt Conversion — Robert Francis Davies Trust — May 18, 2026
On May 18, 2026, the Company issued 10,358,936 shares of restricted Common Stock to the Robert Francis Davies Trust in connection with the conversion of the outstanding loan balance under the Unsecured Loan Agreement dated September 28, 2021, as amended. The shares were issued in two tranches: 8,371,736 shares in respect of the First Tranche Balance of USD $2,092,934 as of December 31, 2025, and 1,987,200 shares in respect of the Second Tranche Balance of USD $496,800 for the period January 1, 2026 through March 31, 2026, all at a conversion price of USD $0.25 per share, for aggregate consideration of USD $2,589,734. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The shares issued in this transaction are not being registered for resale under this prospectus and are subject to applicable Rule 144 holding period requirements.
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation and Bylaws provide for indemnification of our directors, officers, employees, and agents to the fullest extent permitted by Wyoming law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following describes all transactions since January 1, 2024, and any currently proposed transactions, in which the Company was or is a participant, the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A “related person” includes any director, executive officer, nominee for director, holder of more than 5% of our Common Stock, and any immediate family member of any of the foregoing.
Robert Francis Davies (The Robert Francis Davies Trust)— Shareholder Loan Facility
Since 2022, Robert Francis Davies, a director and significant shareholder of Rafex Gold Corp, has advanced funds to the Company through his trust, The Robert Francis Davies Trust to support its operations. These advances were made on an informal basis and were not initially governed by a written agreement. The Company and Mr. Davies entered into the Unsecured Loan Agreement dated September 28, 2021 (the ‘Loan Agreement’) to govern all advances made by the Lender to the Borrowers. The Loan Agreement was subsequently amended to provide for convertibility of the outstanding balance into Common Stock of the Company pursuant to the terms of the Debt Conversion and Revenue Sharing Agreement dated May 18, 2026.
At March 31, 2026, the aggregate outstanding balance of such advances was approximately $3,891,112 AUD.
The Loan Agreement provides that the outstanding balance may be repaid in cash or, at the Company’s election, through the issuance of shares of the Company’s common stock. Any such conversion of the outstanding balance into equity will occur at a price of $0.25 per share. The Company determined this conversion price to be fair and reasonable and consistent with the price at which certain existing shareholders may offer shares for resale pursuant to this registration statement. The loan was not subject to any interest and was repayable within 10 years.
The Company’s board of directors reviewed and approved the Loan Agreement and the transactions contemplated thereby, including the potential conversion of the outstanding indebtedness into equity, and determined that such terms are fair to the Company and in its best interests.
As of December 31, 2025, the outstanding balance of this loan facility was approximately $3,171,112AUD (approximately $2,092,933.92USD at the exchange rate of AUD $1.00 = USD $0.66), of which approximately $1,634,803 is classified as a long-term liability on the Company’s balance sheet as of December 31, 2025, with the remainder classified within current liabilities or adjusted for foreign currency translation. As of March 31, 2026, the loan increased by $720,000 AUD or $496,800 USD with the total loan balance of approximately $3,891,112 AUD.
On May 18, 2026, the Company entered into an agreement with Mr. Davies to convert the outstanding loans made by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries at March 31, 2026. This amount totaled $2,589,734 USD which was converted at $0.25 USD cents per share for a total of 10,358,936 shares of restricted common stock. Further, Mr. Davies entered into a revenue sharing arrangement within the same agreement for any and all loans provided by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries from May 18, 2026 forward. All loans shall be non-interest bearing, and non-convertible. The revenue sharing arrangement calls for loans to be repaid exclusively from 25% of the Company’s 50% share of net income generated from the Aur Gading Iron Ore facility in Pahang, Malaysia operated by DatGeo Minerals Sdn. Bhd. our Malaysian joint venture in which Rafex Gold Corp holds a 50% interest. Following this transaction and as of the date of this prospectus, we have 63,711,675 shares of common stock issued and outstanding.
The Company and Mr. Davies agreed upon a conversion price to align the loan conversion with the price of this offering at $0.25 USD per share. Mr. Davies was issued a total of 10,358,936 shares of restricted common stock to eliminate the loan. The loan was not subject to any interest and was repayable within 10 years.
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The Company is materially dependent on the continued financial support of Mr. Davies with respect to its ongoing loan facility. While the Company does expect to receive income from cash flows at Aur Gading, it cannot make assurances that other material factors may cause a delay in cash flow, or the Company fails to anticipate issues that may impair its operations. Notwithstanding the repayment terms, there can be no assurance that the Company will have sufficient liquidity to repay the outstanding balance if it has not achieved positive cash flow from its Aur Gading operations. Mr. Davies has agreed to harbor this material risk for all loans made to the Company from its agreement date forward and confirmed his intention to continue making advances under the loan facility as funds become available. The Company is also evaluating alternative sources of financing as a precautionary measure.
Tech Associates Inc. — Consulting Agreement
On May 27, 2022, the Board of Directors simultaneously approved the engagement of Tech Associates Inc. as a consultant to the Company and the election of Richard Chiang, the sole principal of Tech Associates Inc., as a Director of the Company. Accordingly, the consulting arrangement between the Company and Tech Associates Inc. has constituted a related party transaction from its inception.
Pursuant to the consulting agreement, Tech Associates Inc. provides the Company with consulting services including, among other things, the preparation and filing of alternative disclosure reports with OTC Markets Group Inc., corporate governance support, and financial reporting services. The Company pays Tech Associates Inc. a consulting fee of $5,000 per month (approximately $60,000 per year). All consulting fees have been paid in cash on a monthly basis. From the inception of the agreement on May 27, 2022 through the date of this prospectus, the Company has paid aggregate consulting fees to Tech Associates Inc. of approximately $230,000.In mid-2025, Richard Chiang was additionally elected as Chief Financial Officer of the Company. His consulting services through Tech Associates Inc. have continued without modification to the terms of the consulting agreement following his election as CFO. Mr. Chiang does not receive a salary for his role as CFO and currently serves the Company in the dual capacity of Director and Chief Financial Officer, while providing consulting services to the Company through Tech Associates Inc.
The consulting arrangement was approved by the Board of Directors pursuant to the May 27, 2022 Board resolution, with Mr. Chiang having been simultaneously appointed to the Board at the time of approval.
Series A Preferred Stock — History and Current Holdings
The Company’s 100,000 shares of Series A Preferred Stock were originally designated pursuant to a Certificate of Designation filed in January 2018 under the authority of SmallCap Compliance LLC, acting as custodian of the Company under Nevada Revised Statutes governing custodianship, at a time when the Company was operating under the name Sakha Enterprises Corp. and was domiciled in Nevada. The issuance was made under the authority granted to the custodian under applicable Nevada law and did not require separate stockholder approval.
The Company subsequently underwent a series of ownership transitions. Following the custodianship by SmallCap Compliance LLC, ownership passed to Umarkhon Tokabaev, who subsequently assigned the Company to Tech Associates Inc., a company controlled by Richard Chiang. On May 3, 2022, Tech Associates Inc. sold Sakha Enterprises Corp. to Russell Brimage, at which time Richard Chiang resigned from all officer and director positions he then held with the Company.
As of the date of this prospectus, 50,000 shares of Series A Preferred Stock are held by Russell Brimage, our President, Chief Executive Officer and Chairman, and 50,000 shares are held by Robert Francis Davies, our Director. In connection with the 2025 merger of Rafex Gold Corp. and Rafex Pty Ltd., the transfer and allocation of the 100,000 shares of Series A Preferred Stock to Russell Brimage and Robert Francis Davies personally was approved by both the Board of Directors and by a majority vote of the Company’s shareholders. Pursuant to this dual approval, 50,000 shares of Series A Preferred Stock were allocated and transferred into the personal control of Russell Brimage and 50,000 shares were allocated and transferred into the personal control of Robert Francis Davies.
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As of the date of this prospectus, 50,000 shares of Series A Preferred Stock are held by Russell Brimage, our President, Chief Executive Officer and Chairman, and 50,000 shares are held by Robert Francis Davies, our Director. Each share of Series A Preferred Stock carries voting rights of 1,000 votes per share and is convertible into 1,000 shares of Common Stock at the option of the holder. The Series A Preferred Stock has no dividend rights, liquidation preferences, redemption rights, or sinking fund provisions. As a result of holding 50,000 shares of Series A Preferred Stock each, Messrs. Brimage and Davies each control 50,000,000 votes attributable to their respective Series A holdings, representing in aggregate approximately 61.08% of the total voting power of all outstanding capital stock of the Company attributable solely to the Series A Preferred Stock, with total aggregate management voting power of approximately 86.43% when combined with the common stock votes held by all directors. See "Description of Capital Stock" and "Security Ownership of Certain Beneficial Owners and Management" for additional information.
Justin Leigh Ward — Modern Mag Pty Ltd. Services Agreement
Justin Leigh Ward serves as Geophysicist of the Company. On September 5, 2022, Rafex Pty Ltd, a wholly owned subsidiary of the Company, entered into a Services Agreement with Modern Mag Pty Ltd., an Australian mineral exploration services company of which Mr. Ward is a director, pursuant to which Modern Mag provides services to Rafex Pty Ltd in connection with the Company's Australian mineral exploration activities.
Under the Services Agreement, Modern Mag provides exploration management services, personnel management services, and website management services. Exploration management services include planning, coordination and management of exploration programs, including geological supervision, sample collection and dispatch, data capture and reporting. Personnel management services include sourcing, rostering, supervision and management of field and technical personnel required for exploration activities. Website management services include maintenance, updating and management of the Company's corporate website, including content updates, hosting liaison and general website administration.
In consideration for the services, Rafex Pty Ltd pays Modern Mag A$12,500 per month, plus GST, and a car allowance of A$1,200 per month, plus GST. Modern Mag invoices Rafex Pty Ltd monthly, with payment due within 14 days of receipt. The Services Agreement commenced on September 5, 2022 and continues until terminated. Either party may terminate the agreement upon 30 days' written notice, subject to provisions permitting immediate termination under specified circumstances.
The Services Agreement acknowledges that Mr. Ward has a material personal interest in the agreement, which was disclosed to and recorded in the minutes of the Rafex board of directors. The agreement states that its terms represent a fair and reasonable commercial arrangement and that the directors of Rafex who do not have a material personal interest in the agreement approved its entry. Modern Mag provides the services as an independent contractor and may determine which of its personnel perform the services.
Policies and Procedures for Related Party Transactions
Our Board of Directors is responsible for reviewing and approving all related party transactions. In reviewing related party transactions, the Board considers the relevant facts and circumstances including the benefits to the Company, the terms of the transaction and whether they are consistent with arm’s length dealings, the direct or indirect nature of the related person’s interest in the transaction, and whether the transaction is in the best interests of the Company and its stockholders. Any director with a material interest in a proposed transaction recuses himself from the Board’s deliberations and vote on that transaction, to the extent practicable given the size and composition of the Board.
Director Independence
Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based on this review, and taking into account that Russell Brimage serves as President and Chief Executive Officer, Robert Francis Davies is the largest shareholder and a significant creditor of the Company, and Richard Chiang serves as Chief Financial Officer and is the principal of Tech Associates Inc. which has an ongoing consulting agreement with the Company, our Board has determined that none of our current directors qualify as independent under the independence standards of any national securities exchange. We intend to appoint independent directors to our Board as the Company’s operations and resources permit.
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The validity of the shares of Common Stock offered hereby will be passed upon for us by General Counsel, P.C., 1015 Waterwood Parkway, Suite Ga-1, Edmond, Oklahoma 73034. The legal opinion of General Counsel, P.C. regarding the validity of the securities being registered is filed as Exhibit 5.1 to this registration statement.
We are not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer, or affiliate of the Company, and no owner of record or beneficial owner of more than five percent of our securities, or any associate of any such director, officer, affiliate or security holder, is a party adverse to us or has a material interest adverse to us in reference to pending litigation.
The financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 included in this prospectus and in the registration statement have been so incorporated in reliance on the report of Dylan Floyd Accounting & Consulting, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
None of the above experts has received, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of our subsidiaries nor were they connected with our company or any of our subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
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The financial statements of Rafex Gold Corp. for the years ended December 31, 2025 and December 31, 2024, included in this prospectus have been audited by Dylan Floyd Accounting CPA, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the Shares of Common Stock being offered hereby. This prospectus and any prospectus supplement which form a part of the registration statement do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings, including the registration statement, are available on that website.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS — CROSS REFERENCE
See “Certain Relationships and Related Transactions” beginning on page 53 of this prospectus.
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Audited annual financial statements (balance sheet, income statement, statement of cash flows, statement of stockholders’ equity, and notes
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Rafex Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rafex Gold Corp. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders’ deficit, for the period ended December 31, 2025 and 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $2,645,094 and a negative cash flow from operations amounting to $166,832 for the period ended December 31, 2025. These factors as discussed in Note 4 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
| F-1 |
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
There are no critical matters.
/s/ DylanFloyd Accounting & Consulting
PCAOB # 6235
We have served as the Company’s auditor since 2025.
Newhall, California
August 11, 2026
| F-2 |
RAFEX GOLD CORP.
(Audited)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 31,715 | $ | 775 | ||||
| Security deposit | 13,682 | 12,685 | ||||||
| Accounts receivable | – | – | ||||||
| Other current assets | 24,704 | 101 | ||||||
| Total Current Assets | $ | 70,100 | $ | 13,561 | ||||
| Other Assets | ||||||||
| Exploration and evaluation costs | $ | 80,425 | $ | 33,045 | ||||
| Tenement acquisition | 140,154 | 123,760 | ||||||
| Property, plant and equipment | 177,005 | – | ||||||
| Other financial assets | 265,891 | – | ||||||
| Total Other Assets | 663,476 | 156,805 | ||||||
| TOTAL ASSETS | $ | 733,576 | $ | 170,365 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 99,206 | $ | 3,748 | ||||
| Due to related parties | 80,088 | 237,893 | ||||||
| Other current liabilities | 1,951 | – | ||||||
| Total Current Liabilities | $ | 181,245 | $ | 241,641 | ||||
| Non-Current Liabilities | ||||||||
| Long term liabilities | 1,634,804 | – | ||||||
| Total Non-Current Liabilities | 1,634,804 | – | ||||||
| TOTAL LIABILITIES | $ | 1,816,048 | $ | 241,641 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series A Preferred stock, par value $0.001 per share; 1,000,000 shares authorized; 100,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | $ | 100 | $ | 100 | ||||
| Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,427,968 and 27,285,968 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 53,428 | 27,286 | ||||||
| Additional paid-in capital | 1,523,341 | 2,391,786 | ||||||
| Accumulated other comprehensive loss | (14,247 | ) | (232 | ) | ||||
| Accumulated deficit | (2,645,094 | ) | (2,490,216 | ) | ||||
| Total Stockholders’ Equity | (1,082,472 | ) | (71,275 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 733,576 | $ | 170,365 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
RAFEX GOLD CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | – | $ | – | ||||
| Total Revenue | – | – | ||||||
| Operating expenses | ||||||||
| Stock-based compensation expense | 2,500 | – | ||||||
| Consulting fees | 87,082 | 87,549 | ||||||
| General and administrative expenses | 63,235 | 2,244 | ||||||
| Total Operating Expenses | 152,817 | 89,793 | ||||||
| Loss from Operations | $ | (152,817 | ) | $ | (89,793 | ) | ||
| Net Loss | $ | (152,817 | ) | $ | (89,793 | ) | ||
| Other comprehensive loss: | ||||||||
| Foreign currency translation adjustment | (14,015 | ) | 1,262 | |||||
| Comprehensive income (loss) | $ | (166,832 | ) | $ | (88,532 | ) | ||
| PER SHARE AMOUNTS | ||||||||
| Basic and diluted loss per share | (0.00 | ) | (0.00 | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | 34,311,056 | 27,285,968 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
RAFEX GOLD CORP.
Consolidated Statement of Stockholders’ Equity
For the year ended December 31, 2025 and 2024
(Audited)
| Common Stock | Series A Preferred Stock | Additional Paid-in | Accumulated | Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||||||||
| Balance at January 1, 2025 | 27,285,968 | $ | 27,286 | 100,000 | $ | 100 | $ | 2,391,786 | $ | (2,490,216 | ) | $ | (232 | ) | $ | (71,276 | ) | |||||||||||||||
| Shares issued | 26,142,000 | 26,142 | – | – | 1,513,088 | – | – | 1,539,230 | ||||||||||||||||||||||||
| Consolidation adjustments | – | – | – | – | (2,381,533 | ) | (2,061 | ) | – | (2,383,594 | ) | |||||||||||||||||||||
| Foreign currency translation adjustment | – | – | – | – | – | – | (14,015 | ) | (14,015 | ) | ||||||||||||||||||||||
| Net loss for the period ended December 31, 2025 | – | – | – | – | – | (152,817 | ) | – | (152,817 | ) | ||||||||||||||||||||||
| Balance at December 31, 2025 | 53,427,968 | $ | 53,428 | 100,000 | $ | 100 | $ | 1,523,341 | $ | (2,645,094 | ) | $ | (14,247 | ) | $ | (1,082,473 | ) | |||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid-in | Accumulated | Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||||||||
| Balance at January 1, 2024 | 27,285,968 | $ | 27,286 | 100,000 | $ | 100 | $ | 2,370,296 | $ | (1,482,217 | ) | $ | 1,030 | $ | 916,495 | |||||||||||||||||
| Forgiveness of related party debt | – | – | – | – | 21,490 | – | – | 21,490 | ||||||||||||||||||||||||
| Adjustments to consolidated reserves | – | – | – | – | (918,206 | ) | – | (918,206 | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | – | – | – | – | (1,262 | ) | (1,262 | ) | ||||||||||||||||||||||
| Net loss for the year ended December 31, 2024 | – | – | – | – | – | (89,793 | ) | – | (89,793 | ) | ||||||||||||||||||||||
| Balance at December 31, 2024 | 27,285,968 | $ | 27,286 | 100,000 | $ | 100 | $ | 2,391,786 | $ | (2,490,216 | ) | $ | (232 | ) | $ | (71,275 | ) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
RAFEX GOLD CORP.
(Audited)
| 2025 | 2024 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net loss for the period | $ | (152,817 | ) | $ | (89,793 | ) | ||
| Stock-based compensation expense | 2,500 | – | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) Decrease in security deposit | – | (6,597 | ) | |||||
| (Increase) Decrease in accounts receivable | – | – | ||||||
| (Increase) Decrease in other current assets | 17,168 | (7,440 | ) | |||||
| (Decrease) Increase in accounts payable | 88,741 | (581 | ) | |||||
| (Decrease) Increase in other current liabilities | 1,885 | – | ||||||
| Net Cash Used in Operating Activities | (41,636 | ) | (104,412 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Investment in exploration | (77,102 | ) | (131,950 | ) | ||||
| Acquisition of Property, Plant and equipment | (152,533 | ) | – | |||||
| Financial assets | (64,507 | ) | – | |||||
| Net cash provided by (used in) investing activities | (294,142 | ) | (131,950 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| (Payments) Proceeds (to) from related parties | 105,674 | 214,679 | ||||||
| Forgiveness of related party debt | – | 21,490 | ||||||
| Long term loans | 245,125 | – | ||||||
| Adjustment to additional paid in capital / retained earnings | (270 | ) | ||||||
| Net Cash Provided by Financing Activities | 350,530 | 236,169 | ||||||
| Net increase (decrease) in cash | 14,751 | (193 | ) | |||||
| Effects of foreign currency translation adjustment | 823 | |||||||
| Cash acquired from subsidiary at the beginning of the period | 15,365 | |||||||
| Cash at beginning of period | 775 | 968 | ||||||
| Cash at end of period | $ | 31,715 | $ | 775 | ||||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Interest paid during the period | $ | – | $ | – | ||||
| Income taxes paid during the period | $ | – | $ | – | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
RAFEX GOLD CORP.
Notes to Consolidated Financial Statements
December 31, 2025
(Audited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Rafex Gold Corp. (the “Company”) was originally incorporated in Nevada on January 28, 2000, under the name American Resources Corporation. On August 30, 2005, to September 22, 2022 the Company’s name was Sakha Enterprises Corp. On September 14, 2018, the Company changed its domicile to Wyoming, and on September 23, 2022, the Company changed its name to Rafex Gold Corp., its current name. The Company primarily engages in gold and iron ore exploration activities, with a focus on exploring and developing mining leases in Australia and Malaysia. In 2023, the Company completed a merger by and between Rafex Gold Acquisition Corp. and Triple Twenty Pty, Ltd, with Triple Twenty Pty, Ltd. becoming a wholly-owned subsidiary of Rafex Gold Corp. In 2025, the Company completed a merger by and between Rafex Gold Acquisition Corp II and Rafex Pty Ltd., bringing in additional mining leases and operations in Malaysia.
Rafex Gold Corp. primarily engages in mineral exploration activities, with a focus on exploring and developing various mineral resources. The Company’s four primary assets are the Bendoc, Mt Bute, Rutherglenn and Aur Gading. The Mt Bute Project is located in the Lachlan Orogeny, known to host gold deposits, and is currently undergoing exploration and development activities.
Principles of consolidation
These consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of Rafex Gold Corp. and its wholly-owned subsidiaries Triple Twenty Ltd and Rafex Pty Ltd. All intercompany accounts and transactions have been eliminated in consolidation.
NOTE 2 - AGREEMENT AND PLAN OF MERGER
On September 26, 2025, the Company executed an Agreement and Plan of Merger (“Merger Agreement”) with Rafex Gold Acquisition Corp. II and Rafex Pty, Ltd. The Merger Agreement stipulated a tax-free merger of Rafex Gold Acquisition Corp. II with and into Rafex Pty, Ltd. in reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code. As part of the merger, the shareholder of Rafex Pty, Ltd. received Common Stock in Rafex Gold Corp. in exchange for shares of Rafex Pty, Ltd. making Rafex Pty, Ltd. a subsidiary of Rafex Gold Corp. The Merger was subject to certain conditions precedent, including the approval of the shareholders of Rafex Pty, Ltd. and other customary closing conditions. Pursuant to the terms of the Merger Agreement, 23,642,000 shares of Rafex Gold Corp. with a value of $0.10 per share were issued to exchange for the shares of Rafex Pty, Ltd. on a 1 for 1 basis. These shares are included in the financial statements, which are consolidated based on the agreement. Rafex Pty, Ltd. became a wholly-owned subsidiary of Rafex Gold Corp, and the financial statements were adjusted to reflect the assets and liabilities acquired in the Merger, as well as any resulting changes in Rafex Gold Corp.’s capital structure.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
| F-7 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2025 and December 31, 2024.
Recent Accounting Pronouncements
The company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Translation Adjustment
For the year ended December 31, 2025, the accounts of the Subsidiary Company were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD in accordance with the Foreign Currency Matters Topic of the Codification (ASC 830), with the AUD as the functional currency. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity are translated at the historical rates, and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.
Comprehensive Income/(Loss)
The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive loss for the period ended September 30, 2025, is included in the statement of operations as a foreign currency translation adjustment.
| F-8 |
NOTE 4 - GOING CONCERN
The accompanying audited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has accumulated a deficit as of December 31, 2025, of $2,645,094. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 5 - RELATED PARTY TRANSACTIONS
As of December 31, 2025, and December 31, 2024, there were outstanding due to related party payables totaling $80,088 and $237,892 respectively.
NOTE 6 – COMMON STOCK
Pursuant to the terms of the Merger Agreement, see Note 2, 23,642,000 common shares of the Company with a value of $0.10 per share were issued in exchange for the 23,642,000 shares of Rafex Pty, Ltd.
On July 9, 2025, the Company issued 2,500,000 shares of common stock to its CFO with a value of $0.001 as stock-based compensation. There was no cash associated with this transaction.
On September 29, 2025, the Company issued 26,642,000 shares of common stock in exchange for the shares of Rafex Pty, Ltd. on a 1 for 1 basis (see note 2)
As of December 31, 2025, 53,427,968 shares of common stock were issued and outstanding.
NOTE 7 – PREFERRED STOCK
On January 29, 2018, the Company filed a Certificate of Designation designating 1,000,000 shares of preferred stock as Series A Preferred Stock with a par value of $0.001.
As of December 31, 2025, there were 100,000 shares of Series A preferred stock issued and outstanding.
NOTE 8 - TENEMENT ACQUISITION
The Company’s four primary assets are the Bendoc, Mt Bute, Rutherglenn and the Aur Gading iron ore mine.
Bendoc Project
The tenement includes the Bonang, Clarkville, and Bendoc goldfields. Most of the area consists of crown land where logging was active until recently. Drilling has identified an estimated (Non-JORC) resource of approximately 94,000 ounces at the Victoria Star mine, while most other mines in the area remain largely unexplored.
| F-9 |
At Victoria Star, drilling has indicated the presence of both unmined high-grade veins and extensive stock-work zones, which could potentially be suitable for shallow open cut mining. Gold mineralization is associated with a north-south fault system extending over 13 kilometers, much of which has not been explored using modern techniques. Geophysical surveys are expected to be effective across this tenement.
Mt Bute Project
This tenement is near key west-dipping faults known for major gold deposits in Victoria. Up to 50m of basalt cover has limited past exploration, though some areas may have none. In the 1980s, CRA found gold beneath the basalt on basement rocks. There is potential for a large deposit similar to Sovereign Hill. Modern geoscience surveys could directly detect gold within this area.
Rutherglenn Project
EL 8456 was granted to the company in the first quarter of 2025. The lease is centered on the town of Rutherglenn in rural Victoria, Australia. It is 248km^2 and expires on April 30, 2030.1.4 million ounces of gold were produced in the area by 1920, mainly from underground mining of high-grade ancient placers (4.0–7.9 g/m²). The primary gold source remains unidentified. The exploration target exceeds 300,000 ounces, and geophysics should help determine the depth of deep leads.
Aur Gading
The Company through its wholly-owned subsidiary, Rafex Pty Ltd holds a 50% equity interest in Datgeo Minerals Sdn. Bhd. a Malaysian joint venture established in December 2025. The partnership operates the Aur Gading iron ore facility in Pahang, Malaysia with commercial production targeted in Q2 2026. The Company believes there are preliminary mineral inventory targets of 3.95 million tonnes of iron-bearing ores, supported by extensive drilling, LiDAR surveys and independent technical reports.
Hume Dam
The Hume Dam tenement lease expired and is no longer held by the company. This tenement has been fully impaired during 2025 for a total amount of AUD 350,000 (USD 227,816).
NOTE 9 – SUBSEQUENT EVENTS
On April 1, 2026, the Board of Directors approved the cancellation of 75,229 shares of Common Stock of Rafex Gold Corp. that were held by Rafex Pty Ltd., a wholly-owned subsidiary of the Company, as a result of the August 2025 merger. These shares have been returned to the status of authorized but unissued shares. Following this cancellation, the total number of shares of Common Stock issued and outstanding is 53,352,739. The financial statements have been prepared using the pre-cancellation share count of 53,427,968 shares as of December 31, 2025, and the impact of the cancellation will be reflected in the financial statements for the period in which the cancellation was effected.
On May 18, 2026, the Company entered into an agreement with Mr. Davies to convert the outstanding loans made by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries at March 31, 2026. This amount totaled $2,589,734 USD which was converted at $0.25 USD cents per share for a total of 10,358,936 shares of restricted common stock. Further, Mr. Davies entered into a revenue sharing arrangement within the same agreement for any and all loans provided by The Robert Francis Davies Trust to Rafex Gold Corp and its subsidiaries from May 18, 2026 forward. All loans shall be non-interest bearing, and non-convertible. The revenue sharing arrangement calls for loans to be repaid exclusively from 25% of the Company’s 50% share of net income generated from the Aur Gading Iron Ore facility in Pahang, Malaysia operated by DatGeo Minerals Sdn. Bhd. our Malaysian joint venture in which Rafex Gold Corp holds a 50% interest. We are targeting production revenue from our operation at Aur Gading during the third quarter of 2026.
| F-10 |
Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses payable by us in connection with the offering described in this registration statement. All amounts are estimates except the SEC registration fee.
| Item | Amount | |||
| SEC Registration Fee | $ | 782.60 | ||
| Legal Fees and Expenses | 1,800 | |||
| Accounting Fees and Expenses | 31,000 | |||
| Transfer Agent Fees | 2,204 | |||
| Printing and Miscellaneous Expenses | 800 | |||
| Total | $ | 36,586.60 | ||
All expenses listed above are being borne by the Company. The Selling Stockholders will not bear any portion of the offering expenses listed above, but will pay any underwriting discounts, commissions, or transfer taxes applicable to the sale of their shares.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed as part of this registration statement:
| II-1 |
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| II-2 |
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| II-3 |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cheyenne, State of Wyoming, on September 10, 2026.
RAFEX GOLD CORP.
By: /s/ Russell Brimage Name: Russell Brimage
By: /s/ Richard Chiang | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ Russell Brimage Russell Brimage |
President, Chief Executive Officer, Chairman of the Board, and Director (Principal Executive Officer) |
September 10, 2026 | ||
|
/s/ Richard Chiang Richard Chiang |
Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
September 10, 2026 | ||
|
/s/ Robert Francis Davies Robert Francis Davies |
Director | September 10, 2026 | ||
|
/s/ Justin Leigh Ward Justin Leigh Ward |
Geophysicist and Director | September 10, 2026 |
| II-4 |
Exhibit 3.1
- FILED f � a =,a'i '"fD JAN 2 8 7.0011 � '=1l ---- · - AR1lCLBS OPINCORPORATION OP AMERICAN USOtJRCl'S CORPO.RADON 'J'bP - nndcraigned natmal penioa. - .bo ii at Jeu, eipteea (18) years of aae, for the pmpoae of formDB a PriYale Coiporadon, mxler and aubject to the prov . isiom ofNRS 78.010. et 11q. baeby adopts the fi>Dowfng Amc1e oflncoq,oradon. ARTia.B 1 NAME 1HBNAMB OPTHB CORPORAnON SHALL BS: AMERICAN IUlSOtJRCIS CORPOR.ADON ARTICU! 11 UGJS'J'EllD OfflCE AND JlEGIST.BUD AGENT The reptcn,d office of the corpondon shal be located at 202 S . Miuaesota Street, Canon City, NV 89703 . Tm inidal Registered Apnt at such address is Capitol Documlnt Services . Inc . The Board of dnctors may estabUsb form tiD to time, other places ofbu 1 D 11 within and without die State of Nevada for the conduct oftita busfnea . ARTICLE 111 DURA.DON The Corporation shall have perpetU8l emeace AR'lla.B JV PURPOSE The Corpondon is cqanizcd for the purpose . object and D 8 hUe of lnnsactiq ID}' 111 d all Jawtbl business for whlcb corporations may bo iacorponded under tbe lawsof tbe Stare of Nevada . as amended from time to lime . 1 I
. . . . AR'ffQJ!V Atrl'IIOIUZBD CAPJTAL TIie IIDOUlll of capka 1 llocJc IU'borir . ed tbaD be Om Bundled MiDioo ( 100 , 000 , 000 ) shares of common SCock . $ . 001 par YIJae . Sacb of aid sbarel sball be paid for and issued at such times and in 1 Ucb maaer IS tbe Bolld of Directors D'lf&y .. , .. ,, Aolf said ltock aball be ismed for real property, penoaal property or servkw, upon appnml of the Board of Dnctora . 111 d such sbna sbaD be deemed fidly paid 11111 ....... _ . ,_ Audlorky all Wit in the BOlld of Dhero 11 to chaap the cJus . die namber of ' 8 Cb elm of stock, and tbe vodDg powea, desipationa, p 1 efetwww . llmkadoas . leltricdom, aad die ielativeripes oteachdass of ltoc : k . AR1l<U!VI LIMITED LIABILITY AND INDEMND'ICA110N or Ol'J'ICIIS AND DIRECTORS No Ofli : er or Direclor of the Corpondoa sblD be liable to the Corporadoa or ira mehoJders for the damqra fi>r the breach of fiduc : illy duty IS a Director or Officer orher than : (a) acts or omissions wbicb iDvolved iareadomtl misconduct . fraud or a known w,Jation of the law ; (b) the payment of dmdeads in violation ofNRS 78 . 300 The Corporadon may purchase or n,eintai, insunD : e or make other financial manpmuts ma behalf of any penon wbo is or w a Director, Of&ccr, � :,ee. or Agent of tbe Corporadoa . or is or is or w servm, at the RqUeSt of the Corponlioa u a Dnctor . Officer, Emplo)'lle or Aaeat of anotber corporadoD . partmnbip, joim veaamt, tnllt or other enrerpdle tor any llabiJky asac : rrcd apimt bim . and liability and expeases mcuned by him fa bis capacity IS Dnctor, Ofllcer, Bq,loyee. or Agent. or arising out of bis saaaus IS such, wbetber or not the Coiporadoa bas tho audlority to iademify him apiast suda . lialli&y or expenR . The Coq,oration shall indenmify aD of its Ofi : en . Directors, past . paaeat and fiJtme . and their 1 espect : ive be : in, executo 11 and aclmiai . , .. on aaainst any and al expm 11 e 1 iDcWred by them, and each of diem . includina, but not limited to, Jep 1 fees, j • clp,mts . and penalties which may be . iacumld . nmdered or Je \ lfed in aay JepJ accion or adminlslrative poc : ecdina brought apinst them for any act or omillion aDeaed to !me been commiated while actina within the scope of their dutia u Officers and Directors of die Corporation . 1 be expenses of the Officers and Directon incumld and paid m advance of the 1 ina 1 disposition of tbe action or proc : eedina,, \ IJ)Oll request of any uadertakmg by or on behalf of tbe Officer or Director, sbaD be subject to repayment by such Olbr or Director if it is ultimately determined by a court of coq,etent jurisdiction that belalae ii not ear : itJed to be indemoilied by the Corporadon . Such riabl of imemaificedon shall not be exclasive of any other riahts of ,indeavri 6 catic , which the Omcen or Direc : toll may have or hereafter
: - - acquire. W - Jdlour B11it•IN>n of tlle foregoJaa. tlle Bolld of Dnctors may adopt by - laws or em . er no individual ... - .. with oae or rm 08 icers or Dncton ivm time to time to provide Ula m 1 Jest incleiooi& . t : iaa permitted by die laws of die Stale ofNc ¥ 1 da . ARTICLBVD BOARD Ol'DDECTOBS Tbci hJsineas and das of the Carpondoa sbaD be c : oar : lumd by a Boant of Dnctors . the IIIIIDber of which &ball be fixed and l 8 labliad by tlHs by - laws of tbe C . orporatioD as from timer to 1 : iD arnraled . The inidal Boald of Direct . on lball CODlist of om (I) Dilec : tor . Tbe penoD who shall ,erve II Dindor md die first ml lllfJetiDa of tbe sbnboJders or undl bislber suc : cessor is elected and qualified is : Franz Dol1aik rlo 'if/77 Gainey Center Drive• Suite 2SS Scottsdale, Arizona. 8S2S8 The above named Direcror may, at any time prior to the first me'Sdng of tbe Board of Dnctors . elect or appoint additional Dnc : tors . not offl'ding the number set tbrtb in cbe by - Jaws . to serve Wlli 1 Iii SUCCN 80 II are elected and qnalfied llHnafter, ,, .. on the Board of Directors, bowewz arising, may be filled from tune to lime by tbe RmliniDg Dilecton . The successors to the .. Board of Directors sball be elected at the ammal meema of the SbanboJden to be beJd OD the dare and at tho dme provided in die by - Jaws . The Dnc : toJS shall bold office for one - yes or uDlil Ibey are mmved or their u : ceuors have been duly qualified •• pzovided in tbe by - Jaws . The Board of Directors shall elect or appoint a Presidalt, a Sec:mary. a Treasmer, a Rcptaed Agent and such otbe:r Olicem aad Ageata for the administralian of the busineas of the Colporation as it sball iom time to mm determine. Such penou need not be stockholdcn of the Corporation of � rnembm of tbe Board of DirectoJS. AR'DCLBVDI ASSl'.SSMEN'IS To the pc : nnittcd by Jaw, the private property of each and every StockboJder . Oflicer, and Din=ctor of the Corporation . real or penonal . tlllllible or mtana,ble, now earned or heleinafter' acquired by any of them . is and shall fimMr be exempt from aD debts and obliptions of the Corporadoa • 3
• AR'DCJ!JX INCOltPOliTORS TIie names and addresses of die Jncorpontor(s) executma these Articles oflncorporarioD ••i>llows: Pre&loDJ.Shea Attmuy It Law sm Gamey Cearer Drive, Suire 25S Scousdale. AZ 85258 All powers, duties and respomibilides of the Incorporators shall c : case at the lime of deliwry of these Ankles of lm : oq,ondon to the Office of the Secrecary of the Stare of tbe Stare of Nevada for filing . AR'Da.BX AMENDMENT These Articles of Incorporation may be llmnded by die affirmame vote of a majority of the sbareboldas entitled to vote on each sudt aan,dmeat. IN wrrNDS WIIEREOF, tbe undeniped luc:orpomtor(s) ha/have executed thole Anic1el of Jncorporalion and cerdfies to the bUth of the facts stated thenria this � day of JIDUary, 2000. 4 tl
Exhibit 3.2
BYLAWS OF RAFEX GOLD CORP.
ARTICLE I
(Offices)
Section 1.1. Principal Office. The principal office of the corporation shall be located at such place as the board shall designate. The corporation may have such other offices and places of business, either within or outside of Wyoming, as the board may designate or as the affairs of the corporation may require.
Section 1.2. Registered Office. The registered office required by the Wyoming Corporation Code may, but need not, be identical with the principal office if in Wyoming, and the address of the registered office may be changed from time to time by the board. The board shall also appoint and maintain a registered agent, or agents if necessary.
ARTICLE II
(Shareholders)
Section 2.1. Annual Meeting. Unless otherwise designated by the board, the annual meeting of shareholders shall be held during the month of May, at a time and date fixed by the board, or at such other time as may be determined by the board, for the purpose of electing directors and for the transaction of such other business as may lawfully and properly come before the meeting. If the election of directors shall not be held at the annual meeting, or at any adjournment thereof, the board shall cause the election to be held at a special meeting as soon thereafter as convenient.
Section 2.2. Special Meetings. Special meetings may be called as set forth in the Wyoming Corporation Code.
Section 2.3. Place of Meeting. The board may designate any place, either in or outside of Wyoming, as the place for any annual meeting or any special meeting called by the board. If no designation is made, or if a special meeting shall be called otherwise than by the board, the place of the meeting shall be the registered office.
Section 2.4. Notice of Meeting; Waiver. Written notice or waiver thereof shall be made in accordance with the Wyoming Corporation Code.
Section 2.5. Conduct of Meeting. The president shall call meetings to order and act as chairman. In the absence of the president, any shareholder entitled to vote at that meeting, or any proxy of such shareholder, may call the meeting to order and a chairman shall be elected by a majority of thev shareholders entitled to vote at that meeting. Any person appointed by the chairman shall act as secretary of such meeting.
Section 2.6. Closing of Transfer Books or Fixing of Record Date. The Wyoming Corporation Code shall govern the closing of transfer books or the fixing of a record date for purposes of shareholders' meetings or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose.
Section 2.7. Quorum. Unless otherwise provided by the articles of incorporation, a majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting. If a quorum is not represented at a meeting, a majority of the shares present may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of shareholders so that less than a quorum remains. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.
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Section 2.8. Proxies. At all meetings, a shareholder may vote by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the meeting before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Section 2.9. Informal Action by Shareholders. Any action required or allowed to be taken at a meeting may be taken without a meeting; provided, however, that a consent in writing setting forth the action so taken shall be signed by those shareholders entitled to vote who are sufficient to result in the passage of the matter under Wyoming law. This consent shall have the same force and effect as a vote of the shareholders, and may be stated as such in any articles or document filed with the Secretary of State for the State of Wyoming under the Wyoming Corporation Code.
ARTICLE III
(Board of Directors)
Section 3.1. General Powers. The property, business and affairs of the corporation shall be managed by the board, except as otherwise provided in the Wyoming Corporation Code or the articles of incorporation. The board shall have all powers to act as set forth in the laws of Wyoming.
Section 3.2. Performance of Duties. A director shall perform his duties in good faith, including his duties as a member of any committee upon which he may serve, and in a manner reasonably believed to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Each directors' actions shall be subject to the business judgment rule and each director shall be free from liability to the full extent provided by the Wyoming Corporation Code.
Section 3.3. Number, Tenure and Qualifications. The number of directors shall initially be set at the organizational meeting therefore, or unanimous consent in lieu thereof. The number of directors shall not exceed seven (7), nor be less than one (1), and the maximum number of directors may be increased by the majority vote of the then existing directors. The directors shall be elected at each annual meeting of shareholders. Each director shall hold office until the next annual meeting of shareholders and thereafter until his successor shall have been elected and qualified. Directors shall be 18 years of age or older, but need not be residents of Wyoming or shareholders. Directors shall be removable in the manner provided by the Wyoming Corporation Code. A chairman shall be elected by the directors who will preside over the meetings.
Section 3.4. Resignation. Any director may resign at any time by giving notice (either oral or written) of his resignation to the board, the president or the secretary. The resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.5. Removal. Except as otherwise provided in the articles of incorporation or in these bylaws, any director may be removed, either with or without cause, at any time by the affirmative vote of the holders of a majority of the issued and outstanding shares of stock entitled to vote for the election of directors at a special meeting of the shareholders called and held for such purpose.
Section 3.6. Vacancies. Any vacancy occurring in the board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum.
Section 3.7. Regular Meetings. A regular meeting of the board shall be held without other notice than this bylaw immediately after and at the same place as the annual meeting of shareholders. The board may provide by resolution the time and place, either within or outside of Wyoming, for the holding of additional regular meetings without other notice than such resolution.
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Section 3.8. Notice. Notice of any special meeting shall be given at least forty-eight (48) hours previous thereto by written notice delivered personally, by email (to the email address on record for each such director) or mailed to each director at his business address. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.
Section 3.9. Quorum. A majority of the number of directors in office at the time of the meeting shall constitute a quorum for the transaction of business, but if less than such a majority is present, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 3.10. Manner of Acting. If a quorum is present, the affirmative vote of a majority present and entitled to vote on that particular matter shall be the act of the board, unless the vote of a greater number is required by law or the articles of incorporation.
Section 3.11. Compensation. By resolution of the board, any director may be reimbursed for all reasonable expenses incurred in attending any meeting and may be paid a fixed sum for attendance at such meeting, or receive a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 3.12. Committees. The board, by resolution adopted by a majority elected and qualified at the time of the resolution, may designate two or more directors to constitute an executive or any other committee, which shall have and may exercise all of the authority of the board or such lesser authority as may be set forth in said resolution. No such delegation of authority shall operate to relieve the board or any director from any responsibility imposed by law. The board shall at any time have the power to fill vacancies in, to change the size or constituent membership of and to discharge any committee in whole or in part. Each committee shall keep a written record of its acts and proceedings and shall submit this record to the board at each regular meeting thereof and at such other times as may be requested by the board. Failure to submit this record or of the board to approve any action set forth therein shall not invalidate any action taken by the committee to the extent the action was carried out prior to the time it was or should have been submitted to the board.
Section 3.13. Informal Action by Directors. Any action required or permitted to be taken at a meeting of directors, or at any meeting of any committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors, and may be stated as such in any articles or documents filed with the Secretary of State for the State of Wyoming under the Wyoming Corporation Code.
Section 3.14. Meetings by Telephone. Members of the board or any committee may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person.
ARTICLE IV
(Officers and Agents)
Section 4.1. General. The officers shall initially be a chairman, president, a secretary and a treasurer, each of whom shall be elected by the board. The board may also appoint one or more vice presidents and such other officers, assistant treasurers, and assistant secretaries as may be necessary, each of whom shall be chosen in such manner and hold office for such terms and have such authority and duties as from time to time may be determined by the board, or which may otherwise be commensurate with their position. The salaries or other compensation of all the officers shall be fixed by the board. One person may hold any two offices, except that no person may simultaneously hold the offices of president and secretary. The officers shall be 18 years of age or older. In all cases where the duties of any officer, agent or employee are not prescribed by the bylaws or by the board, such officer, agent or employee shall follow the orders and instructions of (a) the president, or if a chairman of the board has been elected, then (b) the chairman.
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Section 4.2. Election and Term in Office. The officers shall be elected by the board annually at the first meeting held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his successor shall have been duly elected and shall have qualified; until his death; until he shall resign; or until he shall have been removed in the manner hereinafter provided.
Section 4.3. Removal. Any officer, agent or employee may be removed by the board or by an executive committee, if any, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contracts rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.4. Vacancies. A vacancy in any office, however occurring, may be filled by the board for the unexpired portion of the term.
Section 4.5. Bonds. If the board by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the board, may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.
ARTICLE V
(Stock)
Section 5.1. Certificates. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice president and by the secretary or an assistant secretary, and shall be sealed with the seal of the corporation, if any. Certificates of stock shall be in such form consistent with law as shall be prescribed by the board. No certificate shall be issued until the shares represented thereby are fully paid. Once issued, shares shall be nonassessable.
Section 5.2. Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, the date of issuance and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof, and thus the holder of record of such shares of stock for all purposes.
ARTICLE VI
(Indemnification of Officers and Directors)
The corporation has the power to indemnify current or former directors, officers, employees, and agents to the fullest extent provided in its Articles of Incorporation and by the Wyoming Corporation Code as amended and in effect on the date of the adoption of this article.
ARTICLE VII
(Instruments; Loans, Checks, Deposits; Proxies)
Section 7.1. Execution of Instruments. The president shall have the power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in the articles of incorporation or these bylaws or where the execution and delivery thereof shall be expressly delegated by the board to some other officer or agent of the corporation. Unless authorized to do so by these bylaws or by the board, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniary for any purpose or in any amount.
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Section 7.2. Loans. The corporation may lend money to, guarantee the obligations of and otherwise assist directors, officers and employees of the corporation, or directors of another corporation of which the corporation owns a majority of the voting stock, only upon compliance with the requirements of the Wyoming Corporation Code. No loans shall be contracted for on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances.
ARTICLE VIII
(Miscellaneous)
Section 8.1. Amendments. The board shall have the power to alter, amend or repeal the bylaws or adopt new bylaws of the corporation at any regular meeting of the board or at any special meeting called for that purpose, subject to repeal or change by action of the shareholders.
Section 8.2. Emergency Bylaws. Subject to repeal or change by action of the shareholders, the board may adopt emergency bylaws in accordance with and pursuant to the provisions of the Wyoming Corporation Code.
The above and foregoing constitute the true, correct and complete bylaws of RAFEX GOLD CORP., a Wyoming corporation, as adopted by its directors first on September 14, 2018 and on September 1, 2022 pursuant to its amended name change.
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Exhibit 3.3
I llllll llllt 11111111111111111111 llllllll • )50103' BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.mmos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) Filed in the office of ' l.)<>et1ment Number ,&;.. 4 . 2018004153 � - “ � .. � . I3.arbara K. Cegavske 01/29/2018 8:24 AM Secretary of State Filing Dute nnd Tu11c i= - - ,......, - , - . --- ·· - ·· -- ······ - ·· Stat, of Nevada !Entity Number ' (; , C2328 - 2000 I USE SLACK INK OHLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE OHLY _ 1 . �� _ me _(?f c - 9 � 9. � '.. � Jio '!..: . .. Sakha Enterprises Corporation Certificate of Designation For Nevada Profit Corporations (Pursuantto NRS 78.1955) 7 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limi! � _tio � !· re_stri � ti � ns � - � d - � la ��� e ri ��� s ?.! th:_ to,llo'. - "ing � lass_ or ���� e - � � f � !?Ck . - -- •····• - ·· -- .. I 1 IT JS HEREBY RESOLVED. the Corporation shall designate 5,000,000 shares as Preferred Stock. 1 IT IS FURTHER RESOLVED, the Corporation shall designate 1,000,000 shares of the Preferred Stock as ' Convertible Series A Preferred Stock. ' fT JS FURTH RESOLVED, that each holder of the Convertible Series A Preferred Stock shall be entitled jto 1,000 votes per share on any and all matters considered and voted on the Corporation's Common Stock. in lS FURTHER RESOLVED. that I share of Convertible Series A Preferred Stock shall be converted into I : 1,000 shares of Common Stock 3. Effective date of filing: (optional) (must not be later than 90 days after the certificate ls filed) 4. Signature: (required) X ((](h , y \ Signature of Officer f "::) Filing Fee: $175.00 IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected . Tnis form must be accompanied by appropriate fees. Reset Nevada Secretary at Slate Slocl< Designation Rovi&nd: 1.s.1 s
Exhibit 3.4
Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov WY Secretary of State FILED: 09/141201812:03 PM ID: 2018 - 000820422 •= - =•====•= - = ---- · ------ == ------ ••= -- = - = --- = ------ · Foreign Profit Corporation Articles of Domestication Pursuant to W.S. 17 - 16 - 1801 the undersigned hereby applies for a Certificate of Domestication. I . Corporation name: F AKHA ENTERPRISES CORPORATION 2. Incorporated under the laws of: !Nevada ------------------------------------- ' (State of formation) 3. Date of incorporation: @1128/2000 ( mmlddlyyyy) 4. Period of duration: jPerpetual I (This is referring to the length of time the corporation intends to exist and not the length of time it has been in existence. The most common term used is "perpetual.") 5. Mailing address of the corporation: 1920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA 6. Principal office address: 1460 Brannan Street, Suite 78064 San Francisco, CA 94107 - Attn: Richard Chiang 7 . Name and physical address of its registered agent : (The r � gistered ag � nt may be an individual reside � t in Wyomin? or a do'!'estic or fore � gn business � ntity author � ed � '? ��� s in Wyoming . The registered agent !! . !lM 1 have a physical address u, Wyoming . If the registered office includes a suit �� 1 'jber, fl mustlie_, ; ( . , included in the registered office address . A Drop Box is not acceptable . A PO Box is acceptable if listed in • ' 9 . 1 , . ' . to a ph � ..... c .. al addi • . � :;. , Address: 1920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA (If mail is received at a Post Office Box, please list above in addition to the physical � .;,·r• . .. "'f)·• ., •.. � ... • ;•. � . ./ _.. - · •. ,. � .; -- .!:.; - � - - r:. � 8. Purpose or purposes of the corporation which it proposes to pursue in the transaction ?,fbumii s in • ••.. • g: o pursue rightful business opportunities as a Wyoming corporation FP - ArticlesDomestication - Revised February 2017
9. Names and usual business addresses of its current officers and directors: Office Address President I UMARKHON TOKTABAEV 11920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA Vice President._l ...J Secretary Treasurer Director I UMARKHON TOKTABAEV I UMARKHON TOKTABAEV !RICHARD CHIANG 11920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA j1920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA 11920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA Director Director 10. Aggregate number of shares or other ownership units which it has the authority to issue. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 100,000,000 common shares & 5,000,000 shares of Series A preferred stock, both $0.001 par value 11. Aggregate number of issued shares or other ownership units. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 56,000,000 common shares & 1,000,000 shares of Series A preferred stock, both $0.001 par value 12. The corporation accepts the constitution of the state of Wyoming in compliance with the requirement of Article 10, Section 5 of the Wyoming Constitution. Date:PB/17/2018 (mmldd/yyyy) Daytime Phone Number:j(415) 713 - 6957 1.... - -------------- ' Contact Person: jRichard Chiang I Email : I rchiang8@gmail.com (Email provided will receive annual report reminders and filing evidence) *May list multiple email addresses REQUIRED ATTACHMENTS TO INCLUDE WITH THE FILING: A certified copy of its original articles of incorporation and all amendments currently certified within the last six (6) months by the proper officer of the state offonnation. I The completed application must be accompanied by an original certificate of existence/good standing, dated � ot more than thirty ( 30 ) days prior to filing in Wyoming, duly authenticated by the Secretary of State or other official having custody of corporate records in the state of formation . t/ I I I t/ FP - ArticlesDomestication - Revised February 2017
Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov Consent to Appointment by Registered Agent JSL, Inc . I. registered office located at (name of registered agenl) 1920 Thomes Ave Ste 610 Cheyenne, WY 82001 USA voluntarily consent to serve * (registered office physical address, city, state & rip) as the reg • istered agent c J - . . Or b L L AKH A ENTERPRISES CORPORATION _. (name of bwiness entity) I hereby certify that I am in compliance with the requirements ofW.S. 17 - 28 - 101 through W.S. 17 - 28 - 11 l. Signature � r«Altu loaytime Phone : I .. . _3_0_2_ - 5_3_1_ - o_s_s_s _ Date: I 08/20/2018 (Shall be executed by the registered agent.) (mmlddlyyyy) Print Name: I Laura Parker Title: I Assistant Secretary j Email: I RADiv@lncserv.com Registered Agent Mailing Address (if different than above): Previous Registered Office(s): l hereby certify that: • After rhe changes are made, the street address of my registered office and business office will be identical. • This change affects every entity served by me and I have notified each entity of the registered office change. • l certify that the above information is correct and I am in compliance with the requirements ofW.S. 17 - 28 - 101 through w.s. 17 - 28 - 111. Signature: (Shall be executed by the regi. � tered agent.) RAConsent - Revised October 2015 Date: ! .. . _. (mmlddlyyyy)
Exhibit 4.1
Docusign Envelope ID: 2FF57355 - 5E17 - 8677 - 8136 - A4BF12F1FE2D 2026
Exhibit 4.2
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following summary describes the common stock of Rafex Gold Corp., a Wyoming corporation (the “Company,” “we,” “our” or “us”). The Company’s common stock is not currently registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the effectiveness of the Registration Statement of which this Exhibit is a part, the Company’s common stock will be registered under Section 12 of the Exchange Act pursuant to Section 12(b) or 12(g), as applicable.
This description is a summary and is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”), and our Bylaws, as amended (the “Bylaws”), which are incorporated by reference as exhibits to the Registration Statement of which this Exhibit is a part, and by applicable law, including the Wyoming Business Corporation Act (the “WBCA”). For purposes of this description, references to “Rafex Gold,” “we,” “our” and “us” refer only to the Company and not to its subsidiaries.
General
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share. As of the date hereof, 63,711,675 shares of our common stock are issued and outstanding.
Our common stock is listed on the OTC Markets ID listing service under the trading symbol “RAFX.”
Voting Rights
Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The presence of the persons entitled to vote a majority of the outstanding voting shares on a matter before the stockholders constitutes the quorum necessary for the consideration of the matter at a stockholders’ meeting.
Except as otherwise required by law or our Articles, (i) at all meetings of stockholders for the election of directors, a plurality of the votes cast is sufficient to elect such directors; (ii) any other action taken by stockholders is valid and binding upon the Company if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, at a meeting at which a quorum is present; and (iii) broker non-votes and abstentions are considered for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee.
In all elections for directors, every holder of common stock has the right to vote in person or by proxy, the number of shares owned by such holder, for as many persons as there are directors to be elected, or to cumulate such shares and to give one candidate as many votes equal to the number of directors multiplied by the number of his, her or its shares of stock or to distribute them on the same principle among as many candidates as he, she or it desires.
Dividend Rights
Holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors (the “Board”) out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of any outstanding series of preferred stock, if any.
Liquidation and Dissolution Rights
Upon liquidation, dissolution or winding-up of the Company, and after payment to our creditors and any holders of preferred stock, if any, our assets will be divided pro rata on a share-for-share basis among the holders of our common stock.
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Other Rights
Holders of our common stock have no preemptive rights to subscribe for any of our securities, and no shares of our common stock are subject to redemption, conversion rights, sinking fund provisions or redemption provisions.
Fully Paid and Nonassessable
All outstanding shares of our common stock are validly issued, fully paid and non-assessable.
Consideration for Shares
Shares of common stock may be issued for such consideration and on such terms as determined by the Board, without stockholder approval.
Anti-Takeover Effects of Our Articles and Wyoming Law
Our Articles provide for the issuance of up to an unlimited number of shares of common stock. Our authorized but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. Our Board has the authority to issue additional shares. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.
The WBCA contains certain provisions that may have an anti-takeover effect, including provisions that could delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interests.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Pacific Stock Transfer Company Inc.
Preferred Stock
We have 5,000,000 authorized preferred stock of which we have 1,000,000 designated as Series A preferred stock and 100,000 shares of Series A preferred stock issued and outstanding as of the date of this summary.
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Exhibit 5.1
Darian B. Andersen
General Counsel, P.C.
Attorneys and Counselors at Law
1015 Waterwood Parkway, Suite GA1
Edmond, Oklahoma 73034
(405) 330-2235 FAX: (405) 330-2236
EFAX: (580) 569-7075
darianandersen@gmail.com
August 11, 2026
Rafex Gold Corp.
1912 Capitol Avenue, Suite 500
Cheyenne, Wyoming 82001
Re: Form S-1 Registration Statement
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) by Rafex Gold Corp., a Wyoming corporation (the “Company”), of a Registration Statement on Form S-1 (the “Registration Statement”), including that certain related prospectus to be filed with the Commission (the “Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of up to a total of 22,667,672 shares of the Company’s common stock, $0.001 par value (the “Shares”), consisting of 22,667,672 outstanding Shares (the “Outstanding Shares”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company’s Articles of Incorporation, as amended to date; the Company’s Bylaws as in effect on the date hereof; the Company’s Certificate of Domestication; the agreements and corporate records relating to the Company’s acquisition of Rafex Pty Ltd.; records of the Company’s transfer agent relating to the issuance and ownership of the Shares; and certain resolutions and minutes of meetings of the Board of Directors of the Company relating to the issuance of the Outstanding Shares and the filing of the Registration Statement.
We have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
As to matters of fact material to our opinion, we have relied, without independent verification, on certificates and other inquiries of officers of the Company. We have assumed without investigation the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof, the accuracy and completeness of all records made available to us by the Company, and that all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof.
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We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and will continue to be effective at the time of any resale of the Shares, (ii) if necessary, a Prospectus supplement will have been prepared and filed with the Commission describing any Shares offered thereby by any Selling Stockholders, (iii) all Shares will be sold in the manner stated in the Registration Statement and, if necessary, the applicable Prospectus supplement, and (iv) at the time of the offering, there will not have occurred any changes in the law affecting the authorization, execution, delivery, validity or enforceability of the Shares. The opinion set forth in this letter is limited solely to the federal laws of the United States and the applicable laws of the State of Wyoming. We express no opinion with respect to any other laws.
Based upon the foregoing, and in reliance thereon, we are of the opinion that the Outstanding Shares are validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
GENERAL COUNSEL, P.C.
/s/ Darian B. Andersen
Darian B. Andersen
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Exhibit 10.1
UNSECURED LOAN AGREEMENT
by and between
ROBERT FRANCIS DAVIES TRUST
(as Lender)
and
RAFEX GOLD CORP.,
RAFEX PTY LTD., and
TRIPLE TWENTY PTY LTD.
(collectively, as Borrowers)
Dated: September 28, 2021
| 1. | PARTIES |
This Unsecured Loan Agreement (this "Agreement") is entered into as of September 28, 2021 (the "Effective Date") by and between the following parties:
(a) ROBERT FRANCIS DAVIES TRUST, a trust established under the laws of Australia, c/o Eleven Corporate Pty Ltd., Level 2, 7 Havelock Street, West Perth, Western Australia 6005; PO Box 369, Nedlands, Western Australia 6909 (the "Lender"); and
(b) RAFEX GOLD CORP., a corporation incorporated under the laws of the State of Wyoming, United States of America, having its principal place of business at 1912 Capitol Avenue, Suite 500, Cheyenne, Wyoming 82001, USA; RAFEX PTY LTD., an Australian proprietary limited company; and TRIPLE TWENTY PTY LTD., an Australian proprietary limited company, both having their registered address at 1912 Capitol Avenue, Suite 500, Cheyenne, Wyoming 82001, USA (collectively, the "Borrowers" and each individually a "Borrower").
The Lender and the Borrowers are referred to herein collectively as the "Parties" and each individually as a "Party."
| 2. | RECITALS |
WHEREAS, on September 28, 2021, the Board of Directors of the entity that would become Rafex Gold Corp. passed a resolution directing that all expenses, advances, and
financial contributions made in connection with mineral exploration and development activities that would eventually be conducted through Rafex Gold Corp. and its subsidiaries be recognized as obligations of and allocated to Rafex Gold Corp., retroactive to the date of the first such advance; this Agreement is dated as of September 28, 2021 in accordance with that Board resolution;
WHEREAS, commencing in 2021, Robert Francis Davies, as Trustee of the Robert Francis Davies Trust and in his capacity as a director and significant shareholder of Rafex Gold Corp., began providing financial support to the Borrowers through a series of unsecured advances for the purpose of funding the Borrowers’ mineral exploration and development activities, working capital requirements, and general corporate purposes;
WHEREAS, the Parties now wish to enter into this Agreement to formally document and govern all such prior advances, together with any future advances made by the Lender to the Borrowers from and after the Effective Date, on the terms and conditions set forth herein;
WHEREAS, the aggregate outstanding balance of all prior advances made by the Lender to the Borrowers prior to the Effective Date is reflected in the books and records of the Borrowers and shall be deemed to constitute the initial Loan Amount under this Agreement as of the Effective Date;
WHEREAS, the Lender has agreed to make available to the Borrowers an ongoing unsecured loan facility on the terms and conditions set forth in this Agreement;
WHEREAS, the Lender has further agreed that the outstanding Loan Amount, or any portion thereof, may be converted into shares of Common Stock of Rafex Gold Corp. at a conversion price of USD $0.25 per share, at the option of the Lender, subject to the terms and conditions set forth in this Agreement; and
WHEREAS, the Borrowers acknowledge and agree that they are jointly and severally liable for all obligations arising under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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| 3. | DEFINITIONS |
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
| 3.1 | "Agreement" means this Unsecured Loan Agreement, including all schedules and exhibits attached hereto, as may be amended from time to time by written agreement of the Parties. |
| 3.2 | "Borrowers" has the meaning set forth in Section 1(b) above. |
| 3.3 | "Business Day" means any day other than a Saturday, Sunday, or public holiday in the State of Wyoming, United States of America, or the State of Western Australia, Australia. |
| 3.4 | "Conversion Price" means USD $0.25 per share of Common Stock of Rafex Gold Corp., being the conversion price agreed by the Parties for the conversion of the Loan Amount into Conversion Shares. |
| 3.5 | "Conversion Shares" means the shares of Common Stock of Rafex Gold Corp. to be issued to the Lender upon exercise of the Conversion Right pursuant to Section 7.4 of this Agreement. |
| 3.6 | "Effective Date" means September 28, 2021, being the date of this Agreement. |
| 3.7 | "Event of Default" has the meaning set forth in Section 10 of this Agreement. |
| 3.8 | "Lender" has the meaning set forth in Section 1(a) above. |
| 3.9 | "Loan" means the aggregate principal amount advanced or to be advanced by the Lender to the Borrowers pursuant to this Agreement, including all prior advances documented hereby. |
| 3.10 | "Loan Amount" means the total outstanding principal balance of all advances made by the Lender to the Borrowers under this Agreement from time to time, as recorded in the Lender’s books and records. |
| 3.11 | "Maturity Date" means September 28, 2031, being the date that is ten (10) years from the Effective Date of this Agreement. |
| 3.12 | "Prior Advances" means all advances made by the Lender to the Borrowers prior to the Effective Date, which are hereby documented and governed by this Agreement. |
| 3.13 | "Repayment Date" means the Maturity Date, being the date on which the full outstanding Loan Amount shall be due and payable in accordance with Section 7 of this Agreement, subject to earlier conversion, repayment, or prepayment as provided herein. |
| 4. | LOAN FACILITY |
| 4.1 | Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrowers an unsecured loan facility in such amounts as the Lender, in its sole discretion, may advance to the Borrowers from time to time during the term of this Agreement (the "Loan"). |
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| 4.2 | The Parties acknowledge and agree that this Agreement documents and governs all Prior Advances made by the Lender to the Borrowers prior to the Effective Date. The Prior Advances shall be deemed to form part of the Loan Amount under this Agreement and shall be subject to all terms and conditions set forth herein. The aggregate outstanding balance of the Prior Advances as of the Effective Date shall be confirmed by the Parties from the consolidated financial statements of Rafex Gold Corp. |
| 4.3 | The Borrowers acknowledge that the Lender is under no obligation to make any particular advance or to maintain any minimum balance under this Agreement, and the Lender’s decision to advance funds shall be made at the Lender’s sole and absolute discretion. |
| 4.4 | The Loan shall be used by the Borrowers solely for the purposes of funding the Borrowers’ mineral exploration and development activities, working capital requirements, and general corporate purposes. The Borrowers shall not use the proceeds of the Loan for any purpose that is unlawful or contrary to applicable law or regulation. |
| 4.5 | The Loan is an unsecured obligation of the Borrowers. The Lender shall not hold any security interest, lien, charge, or other encumbrance over any assets of the Borrowers in connection with the Loan unless separately agreed in writing by the Parties. |
| 5. | ADVANCES |
| 5.1 | The Borrowers may request advances under the Loan from time to time by providing written notice to the Lender specifying the amount requested and the intended purpose of such advance. |
| 5.2 | The Lender shall maintain a record of all advances made to the Borrowers under this Agreement, including the date and amount of each advance. Such records shall be conclusive evidence of the Loan Amount outstanding at any time, absent manifest error. |
| 5.3 | All advances shall be made by bank transfer to such account or accounts as the Borrowers may designate in writing from time to time. |
| 6. | INTEREST |
| 6.1 | The Loan shall bear no interest. No interest shall accrue on the outstanding Loan Amount at any time during the term of this Agreement, including on the Prior Advances. |
| 6.2 | The Parties expressly acknowledge and agree that the absence of interest on the Loan represents a material benefit conferred by the Lender upon the Borrowers and reflects the Lender’s confidence in and commitment to the Borrowers’ business operations. |
| 6.3 | Notwithstanding the foregoing, if any amount due under this Agreement is not paid when due following an Event of Default, such overdue amount shall accrue interest at the rate of eight percent (8%) per annum from the date such amount became due until the date of actual payment, compounding monthly. |
| 7. | REPAYMENT AND CONVERSION |
| 7.1 | The Borrowers shall repay the full outstanding Loan Amount to the Lender on the Maturity Date, being September 28, 2031, unless earlier converted, prepaid, or otherwise satisfied in accordance with the terms of this Agreement. |
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| 7.2 | The Borrowers may, at their option, prepay all or any portion of the outstanding Loan Amount at any time prior to the Maturity Date upon not less than five (5) Business Days’ prior written notice to the Lender. The Parties expressly agree that any such voluntary prepayment, whether in full or in part, shall be made entirely free of any prepayment penalty, premium, fee, or other charge of any kind whatsoever. No prepayment compensation shall be owed to the Lender under any circumstances as a result of early repayment. Any partial prepayment shall be applied to reduce the outstanding Loan Amount. The Parties specifically contemplate and encourage the possibility that the Borrowers may repay the Loan in full or in substantial part prior to the Maturity Date in the event that the Borrowers achieve positive cash flow from operations, complete a financing transaction, or otherwise have funds available for early repayment, and the Lender hereby waives any right to object to or restrict any such voluntary prepayment. |
| 7.3 | All repayments of the Loan shall be made by bank transfer to such account as the Lender may designate in writing from time to time. |
| 7.4 | Conversion Right. The outstanding Loan Amount, or any portion thereof, shall be convertible into shares of Common Stock of Rafex Gold Corp. at the option of the Lender, at a conversion price of USD $0.25 per share (the "Conversion Price"), subject to the following terms and conditions: |
| (a) | The Lender may exercise the Conversion Right at any time by delivering written notice to Rafex Gold Corp. specifying the amount of the outstanding Loan Amount to be converted and the number of Conversion Shares to be issued. The number of Conversion Shares shall be calculated by dividing the portion of the Loan Amount to be converted (expressed in USD) by the Conversion Price of USD $0.25 per share, rounded down to the nearest whole share. |
| (b) | Rafex Gold Corp. shall issue the applicable Conversion Shares to the Lender within thirty (30) Business Days of receipt of a valid conversion notice. The Conversion Shares shall be issued as restricted shares of Common Stock and shall bear a restrictive legend in accordance with applicable United States securities laws, as the Conversion Shares have not been registered under the Securities Act of 1933, as amended. |
| (c) | Upon issuance of the Conversion Shares in respect of any portion of the Loan Amount, such converted portion of the Loan Amount shall be deemed fully satisfied and discharged, and the Lender shall have no further claim against any Borrower with respect to such converted amount. |
| (d) | The issuance of Conversion Shares pursuant to this Section 7.4 shall be subject to compliance with all applicable federal and state securities laws. Rafex Gold Corp. shall be responsible for ensuring that any issuance of Conversion Shares complies with applicable law, and the Lender shall execute such additional documents as may be reasonably requested to facilitate such compliance. |
| (e) | No fractional shares of Common Stock shall be issued upon conversion. Any fractional share resulting from the conversion calculation shall be rounded down to the nearest whole share and the value of any such fractional share shall be deemed waived by the Lender. |
| 8. | REPRESENTATIONS AND WARRANTIES |
Each Party represents and warrants to the other Parties as of the Effective Date as follows:
| 8.1 | It has full power and authority to enter into this Agreement and to perform its obligations hereunder. |
| 8.2 | This Agreement has been duly authorized, executed, and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity. |
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| 8.3 | The execution, delivery, and performance of this Agreement do not violate any applicable law, regulation, order, judgment, or agreement to which such Party is subject or by which it is bound. |
| 8.4 | Each Borrower further represents and warrants that it is not insolvent and is not aware of any circumstances that would give rise to an Event of Default as of the Effective Date. |
| 8.5 | The Lender represents and warrants that it is acquiring any Conversion Shares that may be issued pursuant to this Agreement for its own account for investment purposes and not with a view to distribution, and that it has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment in such Conversion Shares. |
| 9. | COVENANTS OF THE BORROWERS |
During the term of this Agreement, each Borrower covenants and agrees as follows:
| 9.1 | To use the proceeds of the Loan solely for the purposes set forth in Section 4.4 of this Agreement. |
| 9.2 | To maintain its corporate existence and good standing under the laws of its jurisdiction of incorporation or organization. |
| 9.3 | To promptly notify the Lender in writing of the occurrence of any Event of Default or any event that, with the passage of time or the giving of notice, would constitute an Event of Default. |
| 9.4 | To provide the Lender with such financial information and reports relating to the Borrowers’ business and financial condition as the Lender may reasonably request from time to time. |
| 9.5 | Not to take any action that would materially and adversely affect the Borrowers’ ability to repay or convert the Loan Amount on or before the Maturity Date without the prior written consent of the Lender. |
| 10. | EVENTS OF DEFAULT |
Each of the following events or conditions shall constitute an "Event of Default" under this Agreement:
| 10.1 | The Borrowers fail to repay the full outstanding Loan Amount (to the extent not previously converted pursuant to Section 7.4) on the Maturity Date and such failure continues for a period of thirty (30) Business Days following written notice from the Lender to the Borrowers; |
| 10.2 | Any Borrower becomes insolvent, makes a general assignment for the benefit of its creditors, has a receiver, liquidator, or administrator appointed over it or any material part of its assets, or commences or has commenced against it any bankruptcy, insolvency, reorganization, or similar proceeding; |
| 10.3 | Any representation or warranty made by any Borrower in this Agreement proves to have been materially false or misleading as of the date it was made; or |
| 10.4 | Any Borrower commits a material breach of any covenant or obligation under this Agreement and such breach, if capable of remedy, is not remedied within thirty (30) Business Days after written notice from the Lender requiring remedy. |
Upon the occurrence of an Event of Default, the Lender may, by written notice to the Borrowers, declare the full outstanding Loan Amount immediately due and payable, whereupon such amount shall become immediately due and payable without further demand or notice.
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| 11. | GOVERNING LAW AND DISPUTE RESOLUTION |
| 11.1 | This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles. |
| 11.2 | Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall first be submitted to good faith negotiation between the Parties for a period of not less than thirty (30) days following written notice from one Party to the other identifying the dispute. |
| 11.3 | If the Parties are unable to resolve any dispute through good faith negotiation within the period specified in Section 11.2, such dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in Cheyenne, Wyoming, USA. The decision of the arbitrator shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction. |
| 12. | MISCELLANEOUS |
| 12.1 | Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof, including without limitation all prior informal advance arrangements between the Lender and the Borrowers. |
| 12.2 | Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all of the Parties. The Parties expressly acknowledge that either Party may, at any time and from time to time, propose amendments to the terms of this Agreement, including without limitation amendments to the Maturity Date, the Conversion Price, the repayment schedule, the Loan Amount, or any other commercial term hereof. Any such proposed amendment shall be subject to the mutual written agreement of all Parties and shall not be binding unless and until a written amendment agreement has been duly executed by all Parties. No oral amendment, waiver, or modification of any term of this Agreement shall be valid or enforceable. Neither Party shall be under any obligation to agree to any proposed amendment, and any decision to agree to or reject a proposed amendment shall be made in each Party’s sole and absolute discretion. |
| 12.3 | Waiver. No waiver by any Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement. |
| 12.4 | Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the Parties shall use reasonable efforts to amend this Agreement to give effect to the original intent of the Parties to the fullest extent possible. |
| 12.5 | Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable for all obligations of the Borrowers under this Agreement. The Lender may proceed against any one or more of the Borrowers without first proceeding against any other Borrower. |
| 12.6 | Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by reputable overnight courier, or sent by electronic mail with confirmation of receipt, to the addresses set forth in Section 1 of this Agreement, or to such other address as a Party may designate by written notice to the other Parties. |
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| 12.7 | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic and facsimile signatures shall be deemed original signatures for all purposes of this Agreement. |
| 12.8 | No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. |
| 12.9 | Further Assurances. Each Party shall execute and deliver such additional documents, instruments, and agreements, and shall take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 12.10 | Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. The Lender is an independent party and is not an agent, partner, or joint venturer of any Borrower. |
| 12.11 | Mutual Agreement to Amend; Flexibility of Terms. The Parties expressly recognize and agree that the commercial circumstances of the Borrowers may change materially during the ten (10) year term of this Agreement, including as a result of the commencement of revenue-generating operations, completion of additional financing transactions, changes in the Borrowers’ capital structure, or other business developments. The Parties therefore agree that they shall negotiate in good faith to consider any request by either Party to amend the terms of this Agreement, including without limitation: (i) acceleration of the Maturity Date to permit earlier repayment if the Borrowers have sufficient cash flow or resources to repay the Loan prior to the scheduled Maturity Date; (ii) adjustment of the Loan Amount to reflect additional advances or partial repayments; (iii) amendment of the Conversion Price; or (iv) any other modification that the Parties mutually agree is appropriate in light of changed circumstances. For the avoidance of doubt, any such amendment shall require the mutual written agreement of all Parties and shall be documented in a formal written amendment agreement executed by all Parties. Nothing in this Section 12.11 shall obligate any Party to agree to any particular amendment or to negotiate any amendment to a conclusion. |
| 12.12 | SEC Disclosure. The Borrowers shall disclose the terms of this Agreement, including the Loan Amount, the conversion right, the Conversion Price, and the Maturity Date, in Rafex Gold Corp.’s registration statement on Form S-1 and in all subsequent periodic reports filed with the Securities and Exchange Commission, in accordance with applicable disclosure requirements. The Lender acknowledges and consents to such disclosure. |
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Unsecured Loan Agreement as of September 28, 2021.
FOR AND ON BEHALF OF ROBERT FRANCIS DAVIES TRUST (Lender):
Signature /s/ Robert Francis Davies
Name: Robert Francis Davies
Title: Trustee, Robert Francis Davies Trust
Date: 7/27/2026
Address: c/o Eleven Corporate Pty Ltd., Level 2, 7 Havelock Street, West Perth, Western Australia 6005
FOR AND ON BEHALF OF RAFEX GOLD CORP. (Borrower):
Signature /s/ Russell Brimage
Name: Russell Brimage
Title: President and Chief Executive Officer
Date: 6/17/2026
Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA
FOR AND ON BEHALF OF RAFEX PTY LTD. (Borrower):
Signature /s/ Russell Brimage
Name: Russell Brimage
Title: Authorized Signatory
Date: 6/17/2026
Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA
FOR AND ON BEHALF OF TRIPLE TWENTY PTY LTD. (Borrower):
Signature /s/ Russell Brimage
Name: Russell Brimage
Title: Authorized Signatory
Date: 6/17/2026
Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA
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* * * * *
[END OF UNSECURED LOAN AGREEMENT]
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Exhibit 10.2
DEBT CONVERSION AND REVENUE SHARING AGREEMENT by and between ROBERT FRANCIS DAVIES TRUST (as Lender) and RAFEX GOLD CORP., RAFEX PTY LTD., and TRIPLE TWENTY PTY LTD. (collectively, as Borrowers) Dated: May 18, 2026 1. PARTIES This Debt Conversion and Revenue Sharing Agreement (this "Agreement") is entered into as of May 18 , 2026 (the "Effective Date") by and between the following parties : (a) ROBERT FRANCIS DAVIES TRUST, a trust established under the laws of Australia, also known as Frank Davies, c/o Eleven Corporate Pty Ltd . , Level 2 , 7 Havelock Street, West Perth, Western Australia 6005 ; PO Box 369 , Nedlands, Western Australia 6909 (the "Lender") ; and (b) RAFEX GOLD CORP . , a corporation incorporated under the laws of the State of Wyoming, United States of America ; RAFEX PTY LTD . , an Australian proprietary limited company ; and TRIPLE TWENTY PTY LTD . , an Australian proprietary limited company (collectively, the "Borrowers" and each individually a "Borrower"), all having their principal address at 1912 Capitol Avenue, Suite 500 , Cheyenne, Wyoming 82001 , USA . The Lender and the Borrowers are referred to herein collectively as the "Parties" and each individually as a "Party . " 2 . RECITALS WHEREAS, the Lender and the Borrowers are parties to that certain Unsecured Loan Agreement dated September 28 , 2021 (the "Loan Agreement"), pursuant to which the Lender has advanced funds to the Borrowers from time to time since 2021 ; 1 Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
2 WHEREAS, of the total Conversion Balance of AUD $ 3 , 891 , 112 , the amount of AUD $ 601 , 601 represents advances made by the Lender directly to Datgeo Minerals Sdn . Bhd . for the purpose of acquiring a 50 % equity interest in the Aur Gading iron ore joint venture in Malaysia, which 50 % equity interest was subsequently transferred to and is now held by Rafex Gold Corp .; the Borrowers acknowledge and confirm that Rafex Gold Corp . received the direct economic benefit of such advances and accordingly owes the Lender the full Conversion Balance as set forth herein ; WHEREAS, as of December 31 , 2025 , the outstanding principal balance of advances made by the Lender to the Borrowers under the Loan Agreement was AUD $ 3 , 171 , 112 , which converts to USD $ 2 , 092 , 934 at the National Australia Bank AUD/USD exchange rate of 0 . 66 as of December 31 , 2025 (the "First Tranche Balance") ; WHEREAS, subsequent advances made by the Lender to the Borrowers between January 1 , 2026 and March 31 , 2026 total AUD $ 720 , 000 , which converts to USD $ 496 , 800 at the National Australia Bank AUD/USD exchange rate of 0 . 69 as of March 31 , 2026 (the "Second Tranche Balance") ; WHEREAS, the total outstanding Conversion Balance as of March 31 , 2026 is AUD $ 3 , 891 , 112 (USD $ 2 , 589 , 734 ), comprising the First Tranche Balance and the Second Tranche Balance ; WHEREAS, the Lender has agreed to convert the full Conversion Balance of USD $ 2 , 589 , 734 into 10 , 358 , 936 shares of Common Stock of Rafex Gold Corp . at a conversion price of USD $ 0 . 25 per share (the "Conversion Price"), on the terms and conditions set forth in this Agreement ; WHEREAS, the Lender has further agreed that all advances made to the Borrowers after the Effective Date of this Agreement (the "Future Advances") shall be non - convertible and non - interest bearing, and shall be repaid to the Lender solely from the Lender's allocated share of net income from the Aur Gading iron ore facility in Pahang, Malaysia, operated through Datgeo Minerals Sdn . Bhd . (the "Aur Gading JV"), on the terms and conditions set forth in this Agreement ; WHEREAS, the Lender accepts and assumes the risk that revenue from the Aur Gading JV may be insufficient, delayed, or uncertain, and agrees that the repayment of Future Advances is contingent solely upon and limited to the Lender's allocated share of Aur Gading JV net income as described herein ; WHEREAS, this Agreement amends and supplements the Loan Agreement to the extent of any inconsistency, and all other terms and conditions of the Loan Agreement not inconsistent with this Agreement shall continue in full force and effect ; and WHEREAS, this Agreement has been approved by the Board of Directors of Rafex Gold Corp . at a duly convened meeting held on May 18 , 2026 , with the Lender recusing himself from the relevant Board deliberations and vote in his capacity as a Director of the Company . NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows : Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
3 3. DEFINITIONS 1. "Agreement" means this Debt Conversion and Revenue Sharing Agreement, including all schedules and exhibits attached hereto . 2. "Aur Gading JV" means the iron ore mining and processing joint venture operated through Datgeo Minerals Sdn . Bhd . in Pahang, Malaysia, in which Rafex Gold Corp . holds a 50 % equity interest . 3. "Aur Gading Net Income" means the net income attributable to the Aur Gading JV after deduction of all operating costs, capital expenditures, taxes, royalties, and other expenses directly attributable to the Aur Gading facility, as determined from the audited or reviewed financial statements of Datgeo Minerals Sdn . Bhd . for each applicable period . 4. "Conversion Balance" means the aggregate outstanding principal balance of all advances made by the Lender to the Borrowers under the Loan Agreement as of March 31 , 2026 , being AUD $ 3 , 891 , 112 (USD $ 2 , 589 , 734 ), comprising the First Tranche Balance of AUD $ 3 , 171 , 112 (USD $ 2 , 092 , 934 ) and the Second Tranche Balance of AUD $ 720 , 000 (USD $ 496 , 800 ) . 5. "Conversion Price" means USD $ 0 . 25 per share of Common Stock of Rafex Gold Corp . 6. "Conversion Shares" means the 10 , 358 , 936 shares of Common Stock of Rafex Gold Corp . to be issued to the Lender upon conversion of the Conversion Balance pursuant to Section 4 of this Agreement . 7. "First Tranche Balance" means the outstanding principal balance of advances made by the Lender as of December 31 , 2025 , being AUD $ 3 , 171 , 112 (USD $2,092,934 at the NAB exchange rate of 0.66). 8. "Future Advances" means all advances made by the Lender to the Borrowers on or after the Effective Date of this Agreement . 9. "Loan Agreement" means the Unsecured Loan Agreement dated September 28 , 2021 between the Lender and the Borrowers, as amended by this Agreement . 10. "NAB" means National Australia Bank, the source of the AUD/USD exchange rates used for conversion calculations in this Agreement . 11. "Rafex JV Share" means Rafex Gold Corp . 's 50 % proportionate share of Aur Gading Net Income in any given period . 12. "Repayment Allocation" means 25 % of the Rafex JV Share payable to the Lender in each period as repayment of Future Advances, as further described in Section 5 of this Agreement . 13. "Second Tranche Balance" means the additional advances made by the Lender between January 1 , 2026 and March 31 , 2026 , being AUD $ 720 , 000 (USD $496,800 at the NAB exchange rate of 0.69). 4. CONVERSION OF LOAN BALANCE INTO COMMON STOCK Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
4 1. Conversion of Conversion Balance . Subject to the terms and conditions of this Agreement, the Lender hereby agrees to convert the full Conversion Balance of AUD $ 3 , 891 , 112 (USD $ 2 , 589 , 734 ) into 10 , 358 , 936 Conversion Shares of Rafex Gold Corp . at the Conversion Price of USD $ 0 . 25 per share, in full and final satisfaction of the Conversion Balance . The Conversion Balance comprises two tranches : (i) the First Tranche Balance of AUD $ 3 , 171 , 112 (USD $ 2 , 092 , 934 ), convertible into 8 , 371 , 736 shares ; and (ii) the Second Tranche Balance of AUD $ 720 , 000 (USD $ 496 , 800 ), convertible into 1 , 987 , 200 shares . 2. Confirmation of Conversion Balance . The Parties confirm that the Conversion Balance has been verified as follows : the First Tranche Balance of AUD $ 3 , 171 , 112 has been confirmed from the consolidated financial statements of Rafex Gold Corp . for the year ended December 31 , 2025 , and converted to USD $ 2 , 092 , 934 using the National Australia Bank AUD/USD exchange rate of 0 . 66 as of December 31 , 2025 ; the Second Tranche Balance of AUD $ 720 , 000 has been confirmed from the financial records of Rafex Gold Corp . for the quarter ended March 31 , 2026 , and converted to USD $ 496 , 800 using the National Australia Bank AUD/USD exchange rate of 0 . 69 as of March 31 , 2026 . Both conversion calculations have been reviewed by Albert Garcia, CPA, the Company's independent registered public accounting firm . The Conversion Balance as so confirmed is binding on all Parties absent manifest error . 3. Issuance of Conversion Shares . Upon execution of this Agreement, Rafex Gold Corp . shall issue 10 , 358 , 936 Conversion Shares to the Robert Francis Davies Trust within thirty ( 30 ) Business Days . The Conversion Shares shall be issued as restricted shares of Common Stock by book entry through Pacific Stock Transfer Co . , 6725 Via Austi Parkway, Suite 300 , Las Vegas, NV 89119 , and shall bear a restrictive legend in accordance with applicable United States securities laws . The Lender acknowledges that the Conversion Shares have not been registered under the Securities Act of 1933 , as amended, and may not be sold, transferred, or otherwise disposed of without registration or an applicable exemption therefrom . 4. Effect of Conversion . Upon issuance of the Conversion Shares, the Conversion Balance of USD $ 2 , 589 , 734 shall be deemed fully satisfied and discharged . The Lender shall have no further claim against any Borrower with respect to the Conversion Balance . The Loan Agreement shall remain in effect with respect to any Future Advances made after the Effective Date of this Agreement . 5. Amendment of Loan Agreement . This Agreement supplements and is consistent with the terms of the Loan Agreement, which has been amended to provide for convertibility of the loan balance at a conversion price of USD $ 0 . 25 per share . The conversion of the Conversion Balance pursuant to this Section 4 is made in accordance with such amended terms . All Future Advances made after the Effective Date shall remain non - convertible in accordance with Section 5 . 1 of this Agreement . 6. Conversion Amount and Share Calculation. (a) Outstanding Loan Balance . The Parties confirm that the total Conversion Balance as of March 31 , 2026 is AUD $ 3 , 891 , 112 (USD $ 2 , 589 , 734 ), comprising the following two tranches : Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
5 Balance (USD) NAB Rate Balance (AUD) Account Entity USD $79,200 0.66 AUD $120,000 Loan — Frank Davies (Dec 31, 2025) Triple Twenty Pty Ltd USD $2,013,734 0.66 AUD $3,051,112 Funds on Trust — Davies WA Trust (Dec 31, 2025) Rafex Pty Ltd USD $2,092,934 0.66 AUD $3,171,112 As of December 31, 2025 First Tranche Total USD $496,800 0.69 AUD $720,000 Additional Advances (Jan 1 — Mar 31, 2026) Rafex Pty Ltd USD $2,589,734 Blended AUD $3,891,112 As of March 31, 2026 TOTAL CONVERSION BALANCE [Note to Counsel : The Rafex Pty Ltd . Dec 31 , 2025 balance of AUD $ 3 , 051 , 112 includes AUD $ 601 , 601 advanced by the Lender directly to Datgeo Minerals Sdn . Bhd . for the acquisition of the 50 % Aur Gading JV interest subsequently transferred to Rafex Gold Corp . This is addressed in the Recitals above . ] (b) Calculation of Conversion Shares . The total Conversion Shares to be issued are calculated as follows : First Tranche: USD $2,092,934 · USD $0.25 = 8,371,736 shares Second Tranche: USD $496,800 · USD $0.25 = 1,987,200 shares Total Conversion Shares: 10,358,936 shares (c) Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion . Any fractional share resulting from the conversion calculation shall be rounded down to the nearest whole share and the value of any such fractional share shall be deemed waived by the Lender . (d) Written Confirmation . The Parties shall execute the Conversion Notice in the form attached hereto as Schedule A simultaneously with the execution of this Agreement . The executed Schedule A shall be conclusive evidence of the Conversion Balance and the number of Conversion Shares to be issued, absent manifest error . (e) Effect on Share Count . Upon issuance of the Conversion Shares, the total number of shares of Common Stock of Rafex Gold Corp . issued and Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
6 outstanding shall increase from 53 , 352 , 739 shares to 63 , 711 , 675 shares . Following conversion, the Robert Francis Davies Trust shall hold 10 , 358 , 936 Conversion Shares in addition to the 9 , 195 , 849 shares of Common Stock currently held by Robert Francis Davies, for an aggregate direct common stock holding of 19 , 554 , 785 shares, representing approximately 30 . 69 % of the post - conversion outstanding Common Stock . 4 . 7 Board Approval and Securities Compliance . The issuance of the Conversion Shares has been approved by the Board of Directors of Rafex Gold Corp . pursuant to a Board Resolution dated May 18 , 2026 . The Borrowers shall be responsible for ensuring that the issuance of the Conversion Shares complies with all applicable federal and state securities laws and the rules and regulations of the Securities and Exchange Commission . The Lender shall execute such additional documents and instruments as may be reasonably requested by the Borrowers to facilitate compliance with applicable law . 5. FUTURE ADVANCES — NON - CONVERTIBLE, NON - INTEREST BEARING, AND AUR GADING REPAYMENT 1. Nature of Future Advances . All Future Advances made by the Lender to the Borrowers on or after the Effective Date of this Agreement shall be : (i) non - convertible into equity, shares, or any other securities of any of the Borrowers or their affiliates under any circumstances ; (ii) non - interest bearing, with no interest accruing on the outstanding balance of Future Advances at any time ; and (iii) repayable solely from the Repayment Allocation as described in Section 5 . 2 of this Agreement . Future Advances shall not be subject to any fixed maturity date and shall not be repayable on demand . 2. Repayment of Future Advances from Aur Gading Revenue . The Borrowers shall repay the outstanding balance of Future Advances to the Lender exclusively from the Repayment Allocation, which shall be calculated and disbursed as follows : (a) In each calendar quarter in which the Aur Gading JV generates positive Aur Gading Net Income, Rafex Gold Corp . shall calculate the Rafex JV Share, being Rafex Gold Corp . 's 50 % proportionate share of such Aur Gading Net Income for that quarter ; (b) From the Rafex JV Share, 25 % shall be allocated to the Lender as the Repayment Allocation and disbursed to the Lender within thirty ( 30 ) Business Days of the end of each calendar quarter in which Aur Gading Net Income is generated ; and (c) The remaining 25 % of the Rafex JV Share shall be retained by Rafex Gold Corp . for its own account and general corporate purposes . 5 . 3 Illustrative Example . By way of illustration only, the Repayment Allocation mechanism shall operate as follows : Amount Calculation Description $100,000 Actual receipts after expenses Gross Aur Gading Revenue (example) Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
7 $50,000 $100,000 x 50% Rafex's 50% JV Share $12,500 $50,000 x 25% Davies Repayment (25% of JV share) $12,500 $50,000 x 25% Rafex Gold Corp. Retained (25% of JV share) 4. Contingent Repayment . The Lender expressly acknowledges and agrees that : (i) repayment of Future Advances is contingent solely upon the generation of positive Aur Gading Net Income ; (ii) if the Aur Gading JV does not generate positive Aur Gading Net Income in any quarter, no Repayment Allocation shall be due or payable for that quarter and no default shall arise as a result ; (iii) the Lender accepts and assumes the risk that the Aur Gading JV may generate insufficient income to repay the full balance of Future Advances within any particular timeframe or at all ; and (iv) the Borrowers shall have no obligation to repay Future Advances from any source other than the Repayment Allocation . 5. No Other Repayment Obligation . For the avoidance of doubt, the Borrowers shall have no obligation to repay Future Advances from cash, other assets, equity issuances, or any other source of funds other than the Repayment Allocation described in Section 5 . 2 . The Lender's recourse with respect to Future Advances is limited solely to the Repayment Allocation . 6. Reporting . Rafex Gold Corp . shall provide the Lender with quarterly statements showing the calculation of Aur Gading Net Income, the Rafex JV Share, and the Repayment Allocation for each quarter in which Aur Gading Net Income is generated, within thirty ( 30 ) Business Days of the end of each such quarter . Such statements shall be certified by the Chief Financial Officer of Rafex Gold Corp . 7. Record of Future Advances . The Borrowers shall maintain accurate records of all Future Advances received from the Lender, including the date and amount of each advance, and shall provide the Lender with a statement of the outstanding balance of Future Advances upon request . 6. REPRESENTATIONS AND WARRANTIES 1. Each Party represents and warrants to the other Parties as of the Effective Date that : (i) it has full power and authority to enter into this Agreement and to perform its obligations hereunder ; (ii) this Agreement has been duly authorized, executed, and delivered by such Party and constitutes a legal, valid, and binding obligation enforceable in accordance with its terms ; and (iii) the execution, delivery, and performance of this Agreement do not violate any applicable law, regulation, order, judgment, or agreement to which such Party is subject . 2. The Lender additionally represents and warrants that : (i) the Lender is acquiring the Conversion Shares for its own account for investment purposes and not with a view to distribution ; (ii) the Lender has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment in the Conversion Shares ; (iii) the Lender acknowledges that the Conversion Shares are restricted securities and may not be freely traded ; and (iv) the Lender has had Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
8 access to such information regarding Rafex Gold Corp . as it has deemed necessary or appropriate in connection with its decision to convert the Conversion Balance into Conversion Shares . 6 . 3 The Borrowers additionally represent and warrant that : (i) the issuance of the Conversion Shares has been duly authorized by the Board of Directors of Rafex Gold Corp . pursuant to a Board Resolution dated May 18 , 2026 ; (ii) upon issuance, the Conversion Shares shall be validly issued, fully paid, and non - assessable ; and (iii) Rafex Gold Corp . holds a 50 % equity interest in the Aur Gading JV through Datgeo Minerals Sdn . Bhd . and has the right to receive 50 % of the Aur Gading Net Income generated by the JV . 7. RELATIONSHIP TO LOAN AGREEMENT 1. This Agreement amends and supplements the Loan Agreement to the extent of any inconsistency between this Agreement and the Loan Agreement . In the event of any conflict between the provisions of this Agreement and the provisions of the Loan Agreement, the provisions of this Agreement shall prevail . 2. All terms and conditions of the Loan Agreement not inconsistent with this Agreement shall continue in full force and effect and shall apply to Future Advances made after the Effective Date, subject to the modifications set forth in Section 5 of this Agreement . 3. Upon issuance of the Conversion Shares pursuant to Section 4 of this Agreement, the outstanding principal balance under the Loan Agreement shall be reduced to zero with respect to the Conversion Balance, and the Loan Agreement shall thereafter apply only to Future Advances . 8. MISCELLANEOUS 1. Entire Agreement . This Agreement, together with the Loan Agreement as amended hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto . 2. Amendments . This Agreement may not be amended except by a written instrument duly executed by all of the Parties . 3. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles . 4. Severability . If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect . 5. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original . Electronic and facsimile signatures shall be deemed original signatures for all purposes . 6. Further Assurances . Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement . Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
7. SEC Disclosure . The Borrowers shall disclose the terms of this Agreement, including the conversion of the Conversion Balance and the Aur Gading revenue sharing arrangement, in Rafex Gold Corp . 's registration statement on Form S - 1 and in all subsequent periodic reports filed with the Securities and Exchange Commission, in accordance with applicable disclosure requirements . The Lender acknowledges and consents to such disclosure . 8. No Third - Party Beneficiaries . This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns . Nothing in this Agreement is intended to confer any rights or remedies upon any other person or entity . SIGNATURE PAGE IN WITNESS WHEREOF, the Parties have executed this Debt Conversion and Revenue Sharing Agreement as of May 18, 2026. FOR AND ON BEHALF OF ROBERT FRANCIS DAVIES TRUST (Lender): Signature Name: Robert Francis Davies (known as Frank Davies) Title: Trustee, Robert Francis Davies Trust Date: Address: c/o Eleven Corporate Pty Ltd., Level 2, 7 Havelock Street, West Perth, Western Australia 6005 FOR AND ON BEHALF OF RAFEX GOLD CORP. (Borrower): Signature Name: Russell Brimage Title: President and Chief Executive Officer Date: Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA FOR AND ON BEHALF OF RAFEX PTY LTD. (Borrower): Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C 6/17/2026 7/5/2026 9
Signature Name: Russell Brimage Title: Authorized Signatory Date: Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA FOR AND ON BEHALF OF TRIPLE TWENTY PTY LTD. (Borrower): Signature Name: Russell Brimage Title: Authorized Signatory Date: Address: 1912 Capitol Avenue, Suite 500, Cheyenne, WY 82001, USA * * * * * [END OF DEBT CONVERSION AND REVENUE SHARING AGREEMENT] SCHEDULE A TO THE DEBT CONVERSION AND REVENUE SHARING AGREEMENT by and between ROBERT FRANCIS DAVIES TRUST (as Lender) and RAFEX GOLD CORP., RAFEX PTY LTD., and TRIPLE TWENTY PTY LTD. (as Borrowers) CONVERSION NOTICE This Conversion Notice (this "Notice") is delivered pursuant to Section 4 . 6 (d) of the Debt Conversion and Revenue Sharing Agreement dated May 18 , 2026 (the "Agreement") by and between the Robert Francis Davies Trust (the "Lender") and Rafex Gold Corp . , Rafex Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C 6/17/2026 6/17/2026 10
11 Pty Ltd., and Triple Twenty Pty Ltd. (collectively, the "Borrowers"). Capitalized terms used but not defined in this Notice have the meanings ascribed to them in the Agreement. The Parties hereby confirm and agree to the following conversion details, which shall be conclusive and binding on all Parties absent manifest error: PART 1 — CONVERSION DETAILS Confirmed By Amount / Rate Item Albert Garcia, CPA (Auditor) AUD $3,171,112 Outstanding Loan Balance as of December 31, 2025 (AUD) National Australia Bank 0.66 AUD/USD Exchange Rate as of December 31, 2025 (National Australia Bank) Albert Garcia, CPA (Auditor) USD $2,092,934 USD Equivalent — December 31, 2025 Tranche Albert Garcia, CPA (Auditor) AUD $720,000 Outstanding Loan Balance as of March 31, 2026 (AUD) National Australia Bank 0.69 AUD/USD Exchange Rate as of March 31, 2026 (National Australia Bank) Albert Garcia, CPA (Auditor) USD $496,800 USD Equivalent — March 31, 2026 Tranche All Parties AUD $3,891,112 Total Conversion Balance (AUD) All Parties USD $2,589,734 Total Conversion Balance (USD) Board of Directors, Rafex Gold Corp. USD $0.25 Conversion Price Per Share (USD) All Parties 8,371,736 shares December 31, 2025 Tranche — Conversion Shares (USD $2,092,934 · $0.25) All Parties 1,987,200 shares March 31, 2026 Tranche — Conversion Shares (USD $496,800 · $0.25) All Parties 10,358,936 shares Total Conversion Shares to be Issued Transfer Agent / Corporate Records 53,352,739 Pre - Conversion Shares of Common Stock Outstanding All Parties 63,711,675 shares Post - Conversion Shares of Common Stock Outstanding Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
12 All Parties 30.69% Davies' Post - Conversion Direct % of Common Stock (incl. existing 9,195,849 shares) All Parties USD $0.00 Outstanding Loan Balance Following Conversion PART 2 — ADDITIONAL DETAILS Number of Shares to be Issued: 10,358,936 Date of Issuance of Conversion Shares: CUSIP Number of Common Stock: Form of Share Issuance: ܈ Book Entry ☐ Physical Certificate Transfer Agent Name: Pacific Stock Transfer Co. Transfer Agent Address: 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 Transfer Agent Reference / Instruction Number: PART 3 — RESTRICTIVE LEGEND The Parties acknowledge that the Conversion Shares are restricted securities that have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, assigned, pledged, or otherwise disposed of unless registered or an exemption from registration is available. The following restrictive legend shall be affixed to any book entry notation representing the Conversion Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE . THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM . THE HOLDER OF THESE SECURITIES SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME . Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C
PART 4 — ACKNOWLEDGMENTS By executing this Conversion Notice, the Parties acknowledge and confirm the following: (a) The First Tranche Balance of AUD $ 3 , 171 , 112 (USD $ 2 , 092 , 934 ) has been confirmed from the audited consolidated financial statements of Rafex Gold Corp . for the year ended December 31 , 2025 , reviewed by Albert Garcia, CPA, the Company's independent registered public accounting firm, using the National Australia Bank AUD/USD exchange rate of 0 . 66 as of December 31 , 2025 . (b) The Second Tranche Balance of AUD $ 720 , 000 (USD $ 496 , 800 ) has been confirmed from the financial records of Rafex Gold Corp . for the quarter ended March 31 , 2026 , reviewed by Albert Garcia, CPA, using the National Australia Bank AUD/USD exchange rate of 0 . 69 as of March 31 , 2026 . (c) Upon issuance of the 10 , 358 , 936 Conversion Shares, the total Conversion Balance of USD $ 2 , 589 , 734 shall be deemed fully satisfied and discharged and the Lender shall have no further claim against any Borrower with respect to the Conversion Balance . (d) The Conversion Shares are restricted securities and are not registered under the Securities Act of 1933 , as amended . The Lender acknowledges that the Conversion Shares may not be sold or transferred without registration or an applicable exemption therefrom . (e) The issuance of the 10 , 358 , 936 Conversion Shares has been duly authorized by the Board of Directors of Rafex Gold Corp . pursuant to a Board Resolution dated May 18 , 2026 . (f) This Conversion Notice shall be attached to the Agreement as Schedule A and shall form part of the Agreement upon execution by all Parties . SIGNATURES IN WITNESS WHEREOF, the Parties have executed this Conversion Notice as of the date last written below. FOR AND ON BEHALF OF ROBERT FRANCIS DAVIES TRUST (Lender): Signature Name: Robert Francis Davies (known as Frank Davies) Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C 13
Title: Trustee, Robert Francis Davies Trust Date: FOR AND ON BEHALF OF RAFEX GOLD CORP. (Borrower): Signature Name: Russell Brimage Title: President and Chief Executive Officer Date: FOR AND ON BEHALF OF RAFEX PTY LTD. (Borrower): Signature Name: Russell Brimage Title: Authorized Signatory Date: FOR AND ON BEHALF OF TRIPLE TWENTY PTY LTD. (Borrower): Signature Name: Russell Brimage Title: Authorized Signatory Date: * * * * * This Schedule A forms an integral part of the Debt Conversion and Revenue Sharing Agreement and shall be binding on all Parties upon execution. Docusign Envelope ID: 331AA110 - 711E - 8EEA - 82A8 - A902625DED5C 6/17/2026 6/17/2026 6/17/2026 7/5/2026 14
Exhibit 10.3
RAFEX GOLD CORP. 1912 Capitol Avenue, Suite 500 Cheyenne, Wyoming 82001 USA WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS Approval of Debt Conversion and Revenue Sharing Agreement Authorization of Issuance of 10,358,936 Shares of Common Stock to Robert Francis Davies Trust Authorization of Aur Gading Iron Ore Revenue Sharing Arrangement Date of Resolution : 05 / 18 / 2026 RECITALS WHEREAS, Rafex Gold Corp . , a Wyoming corporation (the "Company"), together with its wholly - owned subsidiaries Rafex Pty Ltd . and Triple Twenty Pty Ltd . (collectively, the "Borrowers"), has been the beneficiary of an ongoing unsecured shareholder loan facility provided by the Robert Francis Davies Trust, a trust of which Robert Francis Davies, a Director of the Company, is the Trustee (the "Lender"), pursuant to that certain Unsecured Loan Agreement dated September 28 , 2021 between the Lender and the Borrowers (the "Loan Agreement") ; WHEREAS, of the total Conversion Balance, the amount of AUD $ 601 , 601 represents advances made by the Lender directly to Datgeo Minerals Sdn . Bhd . for the purpose of acquiring a 50 % equity interest in the Aur Gading iron ore joint venture in Malaysia, which 50 % equity interest was subsequently transferred to and is now held by Rafex Gold Corp .; the Board confirms that Rafex Gold Corp . received the direct economic benefit of such advances and accordingly owes the Lender the full Conversion Balance as set forth herein ; WHEREAS, the total Conversion Balance as of March 31 , 2026 has been confirmed at AUD $ 3 , 891 , 112 (USD $ 2 , 589 , 734 ), comprising two tranches : (i) the First Tranche Balance of AUD $ 3 , 171 , 112 as of December 31 , 2025 , converted to USD $ 2 , 092 , 934 using the National Australia Bank AUD/USD exchange rate of 0 . 66 as of December 31 , 2025 , which generates 8 , 371 , 736 Conversion Shares ; and (ii) the Second Tranche Balance of AUD $ 720 , 000 for the period January 1 , 2026 through March 31 , 2026 , converted to USD $ 496 , 800 using the National Australia Bank AUD/USD exchange rate of 0 . 69 as of March Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD
31 , 2026 , which generates 1 , 987 , 200 Conversion Shares ; for a total of 10 , 358 , 936 Conversion Shares ; WHEREAS, the Lender has agreed to convert the full Conversion Balance of USD $ 2 , 589 , 734 into 10 , 358 , 936 shares of Common Stock of Rafex Gold Corp . (the "Conversion Shares") at a conversion price of USD $ 0 . 25 per share (the "Conversion Price"), pursuant to the terms of that certain Debt Conversion and Revenue Sharing Agreement by and between the Lender and the Borrowers dated May 18 , 2026 (the "Conversion Agreement") ; WHEREAS, pursuant to the Conversion Agreement, all future advances made by the Lender to the Borrowers after May 18 , 2026 shall be non - convertible and non - interest bearing, and shall be repayable exclusively from 25 % of the Company's 50 % share of net income generated by the Aur Gading iron ore facility in Pahang, Malaysia, operated through Datgeo Minerals Sdn . Bhd . , a Malaysian joint venture in which Rafex Gold Corp . holds a 50 % equity interest (the "Aur Gading Revenue Sharing Arrangement") ; WHEREAS, Robert Francis Davies, in his capacity as a Director of the Company, has recused himself from all deliberations and voting with respect to the matters set forth in this Resolution in light of his personal interest therein as Trustee of the Robert Francis Davies Trust, the counterparty to the Conversion Agreement ; WHEREAS, the Board of Directors of the Company, acting through its disinterested members being Russell Brimage, Richard Chiang, and Justin Leigh Ward, has reviewed the terms of the Conversion Agreement and the Aur Gading Revenue Sharing Arrangement and has determined that such terms are fair, reasonable, and in the best interests of the Company and its stockholders ; and WHEREAS, the Board of Directors wishes to approve and authorize the execution of the Conversion Agreement, the issuance of the 10 , 358 , 936 Conversion Shares, and the Aur Gading Revenue Sharing Arrangement, and to take all actions necessary to give effect thereto . NOW, THEREFORE, BE IT RESOLVED : RESOLVED, that the Board of Directors hereby approves, ratifies, and authorizes the Debt Conversion and Revenue Sharing Agreement dated May 18 , 2026 by and between the Robert Francis Davies Trust and the Borrowers, in the form presented to the Board, and all transactions contemplated therein, including without limitation the conversion of the full Conversion Balance of USD $ 2 , 589 , 734 into 10 , 358 , 936 Conversion Shares at the Conversion Price of USD $ 0 . 25 per share, and the Aur Gading Revenue Sharing Arrangement ; RESOLVED FURTHER, that the Board of Directors hereby authorizes and directs the issuance of 10 , 358 , 936 restricted shares of Common Stock of Rafex Gold Corp . to the Robert Francis Davies Trust, comprising 8 , 371 , 736 shares in respect of the First Tranche Balance of USD $ 2 , 092 , 934 , and 1 , 987 , 200 shares in respect of the Second Tranche Balance of USD $ 496 , 800 , all at the Conversion Price of USD $ 0 . 25 per share, such issuance to be made via book entry through the Company's transfer agent, Pacific Stock Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD
Transfer Co . , 6725 Via Austi Parkway, Suite 300 , Las Vegas, NV 89119 , within thirty ( 30 ) Business Days of the execution of the Conversion Agreement . Upon issuance, the total shares of Common Stock of Rafex Gold Corp . issued and outstanding shall increase from 53 , 352 , 739 shares to 63 , 711 , 675 shares ; RESOLVED FURTHER, that the Conversion Shares shall be issued as restricted shares of Common Stock of Rafex Gold Corp . and shall bear the standard restrictive legend required under applicable United States federal securities laws . The Conversion Shares have not been registered under the Securities Act of 1933 , as amended, and are being issued pursuant to an exemption from registration under Section 4 (a)( 2 ) thereof as a transaction by the issuer not involving any public offering . The Lender has represented that it is acquiring the Conversion Shares for its own account for investment purposes and not with a view to distribution ; RESOLVED FURTHER, that upon issuance of the 10 , 358 , 936 Conversion Shares, the full Conversion Balance of USD $ 2 , 589 , 734 under the Loan Agreement shall be deemed fully satisfied and discharged, and the Robert Francis Davies Trust shall have no further claim against any Borrower with respect to the Conversion Balance ; RESOLVED FURTHER, that the Board of Directors hereby approves and authorizes the Aur Gading Revenue Sharing Arrangement, pursuant to which 25 % of the Company's 50 % share of net income from the Aur Gading JV shall be allocated and disbursed to the Robert Francis Davies Trust in each calendar quarter in which such net income is generated, as repayment of future advances made by the Lender to the Borrowers after May 18 , 2026 , until such future advances are repaid in full ; RESOLVED FURTHER, that the Board of Directors hereby authorizes and directs the officers of the Company, and each of them acting singly, to execute and deliver the Conversion Agreement, the Conversion Notice (Schedule A to the Conversion Agreement), and any and all other documents, instruments, and agreements necessary or appropriate to give effect to the transactions contemplated by this Resolution, including without limitation any notifications to Pacific Stock Transfer Co . as transfer agent, any filings required with applicable regulatory authorities, and any amendments to the Company's books and records to reflect the issuance of the 10 , 358 , 936 Conversion Shares and the resulting increase in outstanding shares from 53 , 352 , 739 to 63 , 711 , 675 ; RESOLVED FURTHER, that the Board of Directors hereby authorizes and directs the officers of the Company to disclose the transactions contemplated by this Resolution, including the two - tranche conversion of the Conversion Balance into Conversion Shares and the Aur Gading Revenue Sharing Arrangement, in the Company's registration statement on Form S - 1 currently being prepared for filing with the United States Securities and Exchange Commission, and in all subsequent periodic reports filed with the SEC, in such form and manner as the officers, with the advice of counsel, deem appropriate and consistent with applicable disclosure requirements ; RESOLVED FURTHER, that the Board of Directors hereby authorizes and directs the officers of the Company to notify and seek any required consent or approval from Datgeo Minerals Sdn . Bhd . , the Company's joint venture partner in the Aur Gading JV, with respect to the Aur Gading Revenue Sharing Arrangement, and to execute any Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD
amendments to the Aur Gading JV agreement that may be required to give effect to such arrangement ; RESOLVED FURTHER, that the Board of Directors hereby ratifies, confirms, and approves all actions previously taken by any officer or director of the Company in connection with the matters described in this Resolution ; and RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument . Electronic or facsimile signatures shall be deemed original signatures for all purposes . NOTE REGARDING RECUSAL OF ROBERT FRANCIS DAVIES Robert Francis Davies has recused himself from all deliberations and the vote with respect to the matters set forth in this Resolution in his capacity as a Director of Rafex Gold Corp . , given his direct personal interest in the subject matter hereof as Trustee of the Robert Francis Davies Trust, the counterparty to the Conversion Agreement . Accordingly, Mr . Davies has signed this Resolution solely to acknowledge its adoption by the remaining members of the Board of Directors and not in his capacity as a voting member with respect to the matters herein approved . The Resolution has been adopted by the affirmative vote of the disinterested members of the Board of Directors, being Russell Brimage, Richard Chiang, and Justin Leigh Ward . SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned, being all of the directors of Rafex Gold Corp., hereby adopt or acknowledge the foregoing resolutions as of May 18, 2026. THE BOARD OF DIRECTORS OF RAFEX GOLD CORP.: VOTING DIRECTORS (The following directors voted in favor of the foregoing resolutions) Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD
FOR AND ON BEHALF OF RAFEX GOLD CORP.: Signature Name: Russell Brimage Title: President, Chief Executive Officer and Chairman of the Board Date: FOR AND ON BEHALF OF RAFEX GOLD CORP.: Signature Name: Richard Chiang Title: Chief Financial Officer and Director Date: FOR AND ON BEHALF OF RAFEX GOLD CORP.: Signature Name: Justin Leigh Ward Title: Geophysicist and Director Date: Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD 6/17/2026 7/3/2026 7/3/2026
RECUSING DIRECTOR (The following director has recused himself from the vote and signs solely to acknowledge adoption of this Resolution) FOR AND ON BEHALF OF RAFEX GOLD CORP.: Note: Robert Francis Davies signs this Resolution solely to acknowledge its adoption by the disinterested members of the Board of Directors. He has not participated in the deliberations or vote with respect to the matters herein approved and his signature does not constitute a vote in favor of or against such matters. Signature Name: Robert Francis Davies (known as Frank Davies) Title: Director (Recused) Date: * * * * * This Written Consent and Resolution constitutes the action of the Board of Directors of Rafex Gold Corp. and shall be filed with the minutes of the proceedings of the Board. Docusign Envelope ID: A8472F85 - F9B9 - 8DBB - 83ED - FF129A6D2CBD 7/2/2026
Exhibit 10.4
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") dated as of June 1 , 2022 , (the "Effective Date"), is by and between Tech Associates Inc . , (the "Consultant") with an address for mailing purposes at 460 Brannan Street, Suite 78064 , San Francisco, CA 94107 and Rafex Pty, Ltd . and Sakha Enterprises Corp . ("the Client") with an address for mailing purposes of 168 Stirling Highway, Nedlands, WA, Australia 6009 . RECITALS A. Th . e Client desires to retain the Consultant for the purpose of·providing consulting and assisting with maintaining compliance over its publicly - traded entity, Sakha Enterprises Corp . (SAKH) principally controlled by Rafex Pty, Ltd . , to coordinate and provide support to its legal counsel as necessary . B. The Consultant desires to provide the services under this Agreement and represents that it is qualified to perform such services . All work performed is being performed on a "best efforts'' basis and that no guarantees or warranties a . re given or expressed within this Agreement . NOW, THEREFORE, in consideration for the mutual promises, covenants and agreements hereinafter set forth, the parties agree as follows : 1. Retention of the Consultant . Subject to the terms and conditions set forth in this Agreement, the Client hereby retains the Consultant to perform the services set forth in this Agreement, and the Consultant accepts this retention on the terms and conditions set forth in this Agreement . 2. Term . The term of this Agreement shall commence on the Effective Date and continue for a period of 12 months, with an automatic extension to revert to a month to month engagement . If the work expands or changes materially, the Consultant has the right to amend this Agreement in writing to reflect the new work and rate accordingly . If either party wishes to terminate this Agreement, it has the right to do so at anytime . 3. Scope of Work . As described above within recitals A & B, the services to be performed by the Consultant under this Agreement (the "Work") shall consi � t of providing consulting and assisting with maintaining compliance over its publicly - traded entity, Sakha • Enterprises Corp . (SAKH) and to coordinate efforts and provide support to its legal, accounting teams as necessary . Consulting in the context of this Agreement shall mean the following : Reviewing the Client's documentation, assisting with the decision making process to benefit the advancement of the Client's objectives, troubleshooting issues with respect to any problems that may arise from the day to day ongoing operations of maintaining the Client's objectives . The Consultant shall rely on all materials provided by the Client to perform the work . If the Client refuses or fails to pay for certain or all expenses related to the work to be performed, the Consultant's work performance would be impaired and the Consultant is not responsible for the non - performance of this Agreement . The Consultant is acting only as a Consultant, and is not a licensed securities broker or dealer, or a licensed attorney 1
and shall have no author it y to perform any act which wou ld requ ir e the Consultant to become licensed as a securit i es broker or dealer under app li cab l e state or federal l aw, nor wil l the Consultant receive any compensation from the performance of any financings from investors, or broker - dealers; the Consultant has not engaged, and shall not engage in any actions requiring registration as a securities broker or dealer under any applicab l e federal, state or fo r eign laws. 4. Compensation, Payment and T iming . The Compensation is $ 5 , 020 (Five Thousand Twenty Dollars) per month, paid by the 4 th day of each month . Payment sha l l be provided by bank deposit or w ir e transfer . All payments will be deemed earned when paid and are non - refundable. The Cl i e nt shall be billed sepa r a t e · invoices for accounting outside of this Agreement . Fees for accounting will be billed and to be paid separate from this Agreement by the Client . 5. Independent Contractor . The Consultant agrees to perform his services he r eunder as an independent contractor and not as an employee of the Cl i e nt , its subsidiaries or affiliates . The Consultant is not granted any right or authority or r espons ibility , expressed, im plied or apparent, on behalf of, or in the name of the Client to bind, or act on behalf or, the C li ent . 6. Non - Circumvent . Both parties agree not to circumvent each other in this Agreement i n any part . 7. Modifications . No ame ' ndm e nt or modification to this Agreement shall be effective unless made in writing . 8. Assignment . This Agreement and a ll of the Consu l tant's rights, duties and obligations under this Agreement are personal in nature and shall not be subcontracted, assigned, delegated or otherwise disposed of by the Consultant without prior written consent of t h e Client . 9. Notice . Al l notices required under this Agreement shall be deemed given when sent by overnight courier or registered or certified mail, or when sent by telecopy, telegraph or other graphic, electronic means and confirmed by overnight courier or registered or certified mail addressed to the address set forth in the preamble to this Agreement . Either party sha ll have the right to change the address or name of the person to whom such notices are to be delivered by notice to the other party . 10. Ind emnificat i on . Th e Client agree to defend, indemn i fy and h o l d harmless th e Consultant and shall reimburse the Consu l tant for, from and against each c l aim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and inv est ig atio n , and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors), direct l y or indirectly r e l a ti ng to, resulting from or arising out of : (a) Any untrue re pr esen t at ion, misrepresentation, breach of warranty or non - fulfillment of any covenant, und er t a king , agreement or other ob l igat i on by or of the Client contained herein ; (b) Any acts and omissions of the Client . 11. Governing Law ; Exclusive Jurisdiction . This Agreement wi ll be governed by and construed in accordance with the law of the State of California as applicable to contracts made and to be performed in the State of California, without regard to conflicts of laws principles . The Part ie s hereby submit to the exclusive jurisdiction of any dispute through 2
3 private arbitration using the procedure set forth herein . In the event of a dispute, the Parties subject to the dispute will agree to a thirty - day tolling period in order to cooperate in good faith in choosing a mutually agreeable private arbitrator with the costs to be split between the Parties in the dispute unless otherwise ordered by the private arbitrator . The private arbitrator is to use those rules administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules . In the event the Parties in the dispute cannot reach an agreement on a private arbitrator during the thirty - day period, each party to the dispute shall pick an arbitrator within fourteen . days, and the arbitrators chosen by each party, shall have thirty days to pick the final private arbitrator . The final private arbitrator shall be the dispositive choice by the Parties to the dispute . Such private arbitration proceedings shall take place in the City and County of San Francisco, State of California . Judgment on the award rendered in any award rendered in such private arbitration may be entered in any court having jurisdiction . 12. Headings . The heading in this Agreement are provided for convenience of reference only and shall not affect the construction of the text of this Agreement . 13. Non - Waiver . No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver . No waiver shall be binding unless executed in writing by the party making the waiver . 14. Severability . If any provision of this Agreement shall be held of deemed to be invalid, inoperative or unenforceable, such circumstances shall not affect the validity of any other provision of this Agreement . 15. Survival . The obligation of the parties hereunder which by their nature survive the termination of this Agreement and/or the completion of the Work hereunder, shall survive and inure to the benefit of the parties . Those provisions of this Agreement which provide for the limitation of or protection against liability shall apply to the full extent permitted by law and shall survive termination of this Agreement and/or completion of the Work . 16. Complete Agreement . This Agreement constitutes the entire and final agreement and supersedes all prior and contemporaneous agreements, representations, warranties and understandings of the parties, whether oral, written or implied with respect to the subject matter hereof . The inclusion of this provision has been a material inducement for each of the parties to enter into this Agreement . 17. Publicity . The Consultant shall not make any public disclosures regarding the Client . its subsidiaries, or affiliates or the project for his it is performing the Work without prior approval from the Client . The parties have executed this Agreement effective as of the day and year first written above .
By: _ Frank Davies By: � Russell Brimage Rafex Pty, Ltd. Sakha Enterprises Corp. (SAKH) (the "Client") 4 . ... e "Consultant
Exhibit 10.5
SERVICES AGREEMENT
Between Rafex Pty Ltd (Client) and Modern Mag Pty Ltd (the Service
Provider). each a Party and together the Parties
| CLIENT | SERVICE PROVIDER | |
| Rafex Pty Ltd | Modern Mag Pty Ltd | |
| ACN: 658 300 693 | ACN: 150 446 432 | |
| Western Australia, Australia | Victoria 3029, Australia |
Background
A. Rafex is an Australian mineral exploration company_
B. Modern Mag is an Australian mineral exploration services company that provides exploration-related services.
C. The Client wishes to engage Modern Mag to provide the Services on the terms and conditions set out in this Agreement.
Agreed Terms
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
| Agreement | this Services Agreement as amended from time to time. | |
| Business Day | a day that is not a Saturday, Sunday or public holiday in Victoria, Australia. | |
| Commencement Date | 5th September, 2022. | |
| Confidential Information | all information relating to the business, operations, financial affairs, tenements, exploration data, technical data and strategies of either party that is disclosed or made available in connection with this Agreement, whether marked confidential or not. | |
| Deliverables | any reports, data, maps, records, models, databases, website content and other materials created or produced by Modern Mag in the course of providing the Services. |
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| Fee | the monthly fee set out in clause 5.1. | |
| GST | has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). | |
| Intellectual Property Rights | all present and future intellectual property rights including copyright, trade marks, patents, designs, know-how and confidential information. | |
| Services | the services described in Schedule 1. | |
| Term | the period described in clause 3. | |
| Tenements | the exploration licences and other mineral tenements held by Rafex from time to time. |
1.2 In this Agreement, unless the context otherwise requires, a reference to a person includes a corporation; the singular includes the plural and vice versa; and headings are for convenience only and do not affect interpretation.
2. Appointment
2.1 The Client appoints Modern Mag to provide the Services on a non-exclusive basis, and Modern Mag accepts that appointment, on the terms set out in this Agreement.
2.2 Modern Mag will perform the Services as an independent contractor. Nothing in this Agreement creates a relationship of employment, partnership, agency or joint venture between the parties.
2.3 Modern Mag may determine who performs the Services at its sole discretion and may engage, assign and replace any Personnel at any time with the consent of the Client. Modern Mag is not required to ensure that any particular individual performs the Services.
2.4 Modern Mag may subcontract all or any part of the Services to any person or entity only with the prior consent of the Client, provided always that Modern Mag remains responsible for the performance of the Services and for the acts and omissions of any subcontractor.
3. Term
3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 9.
4. Services
4.1 Modern Mag will provide the Services set out in Schedule 1 1A1ith reasonable skill, care and diligence.
4.2 The Client will provide Modern Mag with timely access to the Tenements, facilities, equipment (where agreed) and information reasonably necessary for the performance of the Services.
4.3 Modern Mag will keep the Client fully informed of the progress of the Services and will promptly notify the Client of any matters that may materially affect its ability to perform the Services.
4.4 The Parties may agree in writing from time to time to vary or expand the scope of the Services Any such variation must be confirmed in writing signed by authorised representatives of both Parties.
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5. Fees and Payment
5.1 In consideration for the provision of the Services, the Client will pay Modern Mag a flat monthly fee of $12,500.00 (AUD) plus GST, plus a Car Allowance of $1,200 (AUD) plus GST per month, together the Fee
5.2 Modern Mag will issue a tax invoice to the Client on or before the last Business Day of each calendar month. The Clients will pay each tax invoice within 14 days of receipt.
5.3 All amounts payable under this Agreement are exclusive of GST unless otherwise stated. Where GST is payable, it will be added to the amount payable and the Client will pay the GST amount at the same time as the relevant payment, provided Modern Mag has issued a valid tax invoke.
5.4 The Fee may be reviewed by written agreement of all parties no more than once per calendar year. No party is obliged to agree to any increase.
5.5 If any payment is overdue, Modern Mag may charge interest at the rate of 8% per annum, calculated daily, on the outstanding amount from the due date until the date of payment. This does not limit any other remedy available to Modern Mag.
6. Intellectual Property
6.1 As between the Parties, Modern Mag retains all Intellectual Property Rights in the Deliverables and any pre-existing materials, methodologies, tools and know-how used in providing the Services.
6.2 Modern Mag grants the Client a non-exclusive, royalty-free licence to use the Deliverables for the Clients' internal business purposes, including exploration activities on the Tenements and reporting to regulatory authorities.
6.3 The licence in clause 6.2 continues after the termination of this Agreement in respect of Deliverables created prior to termination, subject to all amounts due to Modern Mag having been paid in full.
6.4 Nothing in this Agreement prevents Modern Mag from using general skills, knowledge and experience acquired in the course of providing the Services.
7. Confidentiality
7.1 Each party must keep the other party's Confidential Information strictly confidential and must not disclose it to any third party without the prior written consent of the disclosing party, except as required by law or to its legal, financial or technical advisers on a need-to-know basis.
7.2 This obligation of confidentiality survives termination of this Agreement for a period of 1 year.
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8. Insurance and Liability
8.1 Rafex will maintain, at its own cost, public liability insurance of at least $10,000,000 per occurrence and any workers' compensation insurance required by law for the duration of this Agreement. Modern Mag is not required to hold public liability insurance, it being acknowledged that Rafex's policy covers the activities performed under this Agreement.
8.2 To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special or punitive loss or damage arising out of or in connection with this Agreement.
8.3 Modern Mag's aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, statute or otherwise) is limited to the total Fees paid by the Client in the 3 months immediately preceding the event giving rise to the claim.
8.4 Nothing in this clause limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.
9. Termination
9.1 Either party may terminate this Agreement at any time for any reason by giving the other party 30 days' written notice.
9.2 Either party may terminate this Agreement immediately by written notice if:
| (a) | the other party commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; | |
| (b) | the other party becomes insolvent, is wound up, enters into administration, or has a receiver or manager appointed over any of its assets; or | |
| (c) | the other party ceases or threatens to cease carrying on business. |
9.3 On termination of this Agreement:
| (a) | the Client must pay all outstanding Fees accrued up to and including the effective date of termination; | |
| (b) | each party must promptly return or destroy the other party's Confidential Information and materials; and | |
| (c) | clauses 6, 7, 8 and 11 survive termination. |
10. Related Party Acknowledgement
The parties confirm that:
| (a) | the material personal interest of Justin Ward has been disclosed to and recorded in the minutes of the Rafex board of directors; | |
| (b) | the terms of this Agreement represent a fair and reasonable commercial arrangement; and | |
| (c) | the directors of Rafex who do not have a material personal interest in this Agreement have approved its entry. |
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11. General
11.1 Entire Agreement. This Agreement (including the Schedule) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements.
11.2 Variation. This Agreement may only be varied by a written document signed by authorised representatives of all parties.
11.3 Waiver. A failure or delay by a party to exercise a right under this Agreement does not operate as a waiver of that right.
11.4 Severability. If any provision of this Agreement is invalid or unenforceable, it is to be read down to the extent necessary to make it valid and enforceable. If it cannot be so read down, it is severed without affecting the remaining provisions.
11.5 Notices. Notices under this Agreement must be in writing and delivered by email (with read receipt or delivery confirmation) or registered post to the addresses set out at the beginning of this Agreement or such other address as a party notifies in writing.
11.6 Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.
11.7 Counterparts. This Agreement may be executed in counterparts (including electronic signatures), each of which is an original, and which together constitute one agreement.
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SCHEDULE 1 - SERVICES
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EXECUTION
Executed as an agreement on the date last written below.
Signed for and on behalf of Rafex Pty Ltd (Client)
/s/ Russell Brimage
Signature
Russell Brimage / Director
Full Name I Title
5/09/2022
Date
Signed for and on behalf of Modern Mag Pty Ltd (Service Provider)
/s/ Justin Ward
Signature
Justin Ward / Director
Full Name I Title
5/9/2022
Date
Note: Prior to execution, the directors of Rafex Pty Ltd who do not have a material personal interest in this Agreement should resolve to approve the Agreement at a board meeting. That resolution should be minuted and retained with company records. All parties should seek independent legal and accounting advice to confirm the terms are at arm's length.
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Exhibit 10.6
AGREEMENT TO MINE, PROCESS AND OPERATE 1 THIS AGREEMENT is made on the BETWEEN 1. DATGEO MINERALS SON BHO (Company No.1453020 - W), a company incorporated in Malaysia and having its registered office address at Lot 10, Semambu Industrial Area, 25350, Kuantan, Pahang, Datul Makmur , ("OM"); Day of the Month of December 2024. 2. RAFEX PTY LTD (Company ABN - 29658300693 ), a company incorporated in Australia _and having it $ business address at No . 27 ,Skypac Drive, Truganina, Victoria, 3029 ("RFX") . 3. DATGEO SDN BHO (Company No . 1063860 - W), a company incorporated in Malaysia and having its registered office address at Lot 10 , Semambu Industrial Area, 25350 , Kuantan , Pahang, Datul Makmur , ("DGO") (Each of OM, DGO and RFX shall be referred to as a "Party", and collectively as "Parties"). WHEREAS: A . DATGEO SON BHD (OGO) has undertaken an Exploration and Mining Agreement, dated 4 th July 2023 , w � th ARAS KUASA SON BHD, the rightful holder of Mining Licence No . 05 / 2021 ("ML 0 S/ 2021 "), as stated, for the exploration, mining, processing, recovering and sell and/or trade of all minerals in the designated area of approximately 116 . 9 hectares ( 288 . 87 acres) in the district of Batu Yon, Kuala Lipis, State of Pahang, Malaysia ("Aur Gading Project") . A map of the ML 05 / 2021 is attached as Appendix A and a copy of the Exploration and Mining Agreement is attached at Appendix B hereto, B. DGO has the legal and beneficial rights over the said land to explore , mine, process, recover and sell and/or trade all minerals from within any of the related areas of ML 0 S/ 2021 . C. DGO and RFX now wish to enter into this Heads of Agreement in furtherance of the Project subject to the terms and conditions contained herein. NOW ITS IS HEREBY AGREED AS FOLLOWS: 1. Agreement to Explore, Mine, Process, Recover and Sell Minerals. 1. DGO and RFX have agreed to operate the joint venture through the company, DATGEO MINERALS SON BHD and shall each hold a fixed non - dilutable 50 percent ( 50 % ) shareholding in DM and agree to cooperate with each other in furtherance of the Aur Gading Project and as applicable in accordance with the Exploration and Mining Agreement .
2. Subject to the terms and conditions herein, this Agreement shall become effective from the date of execution and shall continue to be in full force and effect for the full economic life of the Aur Gading Project . 3. DGO warrants to RFX that the Exploration and Mining Agreement is in good standing and that DGO has all rights required to explore for, process, extract and sell all minerals from ML 0 S/ 2021 and any successor titles . 2 2. Rafex Responsibilities of Project Funding 2 . 1 RFX shall be responsible for the project funding loan for a total of AUD $ 1 million (AUD $ 1 , 000 , 000 ) and the Parties acknowledge and agree that $ 300 , 000 of this amount has been paid in two payments by RFX and received by DGO for the amounts of : (a) First tranche payment of AUD $ 100 , 000 was received on the 12 th March 2024 . (b) Second tranche payment of AUD $ 200 , 000 was received on the 29 th October 2024 . 2 . 2 RFX shall pay to the designated agreed account the following amounts ("Funds") in tranches by the end of each calendar month : (a) December 2024 - $100,000 (b) January 2025 - $100,000 (c) February 2025 - $100,000 (d) March 2025 - $100,000 '. (e) April 2025 - $100 . 000 (f) May 2025 - $100,000 (g} June 2025 - $100,000 3. DM and DGOC Responsibilities 1. DGO shall be the Project Manager and responsible for providing to DM all the necessary exploration, planning, all works, day to day operations and resources to undertake the Aur Gading Project including all related incidental expenses . 2. DGO shall procure for DM all exploration machinery, process equipment and/or vehicles required to undertake the Aur Gading Project . 3. Subject to the approval by the Government authorities, DGO shall, as DM's Project Manager . erect and install within the Aur Gading Project site, a suitable mineral ore processing plant as soon as practicable, called "the plant" processing up to 100 ton per hour of ore material .
3 . 4 Exploration works which have been carried out on the Aur Gading Project includes, but is not limited to, the following: i. ii. iii. iv. v. vi. Geological Mapping; Ground Magnetic Survey; Phase one RC drilling program to understand geology and mineralised ore zones . Logging of RC drill hole samples; Processing of RC drill samples; Phase two Diamond drilling program to further understand geology and define mineral resource; vii. Logging of Diamond drill core samples; viii. Assay of Diamond drill samples; ix. Metallurgy test work for mineral processing plant; x. Compiling of all geological and drilling data and mineral resource report; xi. To prepare and design of a suitable mineral processing process plant. (b) Work to be carried out by DGO under the direction of DGO. i. 11. iii iv. a second water retention dam and all earthworks to be carried out. Construction and installation of a mineral ore process plant. Design and construct a suitable water management process . Trial mining and plant commissioning. 5. Recovery of Prior Exploration Expenses DGO shall have the right to recover exploration costs of up to Ringgit Malaysia, RM 2 million from the profits of future sales of mineral ores . Payments shall be made only from profits from sales of ore from the Aur Gading Project and will be apportioned as follows : - Firstly to the payment of all required expenses of the Aur Gading Project ; - Secondly to ensure that at all times the designated bank account for the Aur Gading Project holds a minimum of AUD $ 100 , 000 at all times to cover any unplanned for or unexpected items ; - Finally 50 % of the remainder to the prior exploration expenses and 50 % of the remainder to repayment of the Funds contributed by RFX . The parties may alter the above proportions and amounts by mutual written agreement . 3 . 6 DGO shall ensure that all personnel, workers and/or consultants engaged by OM comply with all the laws, rules and regulations of Malaysia, the State and local authorities in the performance of the mining works throughout the Aur Gading Project . 3
7. OGO shall identify and source all parties for DM to employ, hire and engage any workers for the exploration and/or mining works, with full compliance and strict adherence with all the labour laws, rules and regulations of Malaysia . 8. OM shall be responsible towards its own employee's rights pertaining to their statutory contribution and insurance coverage during the employment . 9. OGO will ensure that OM will conduct all activities on the Aur Gading Project in such a manner and to such an extent as to cause no damage or injury to the owner or occupiers of any adjacent or neighbouring land . 4 3.1O OGO will ensure that DM will observe all planning requirements and all statutory provisions regulations and orders made by any duly constituted authority relating to or affecting the license and liberties hereby granted and produce to RFX forth with any notices or other documents received pursuant to any such requirement, provision, regulation or order . 11. OGO will ensure that DM will duly observe and perform all conditions, express or implied, to which the Aur Gading Project is subject and will keep RFX indemnified at all times against all actions claims and demands that may be lawfully brought or made against OM and RFX by any authorities due from willful neglect, oversight, mistake, intended or otherwise ; 12. OGO will ensure that OM shall report to RFX and OGO immediately of any accidents, serious or otherwise which has occurred on the Aur Gading Project ; 13. OM reserves the right to engage a third party as contractor for mining purposes or otherwise related purposes at standard commercial rates . 14. OM shall immediately notify RFX and OGO of any squatters or illegal occupiers or trespassers on the Aur Gading Project . 15. Any reports, data and/or documents relating to the exploration works on the Aur Gading Project shall be shared with RFX and DGO by OM immediately upon the same becoming available . 16. On and from the date of this Agreement DGO agrees with RFX that on or before the 10 th day of each calendar month DGO will ensure that DM provides to RFX a written report detailing all activities that have occurred on the Aur Gading Project . Such report must contain at a minimum details of all expenditure incurred, an operational update, an update on any production and details of the anticipated work to occur in the following month . 17. DGO covenants and agrees with RFX that it will ensure that DM remains in compliance with all relevant agreements and regulations affecting the licences comprising the Aur Gading Project, including the Exploration and Mining Agreement at Exhibit 8 . 4. Management
1. OGO's function is to determine the exploration and/or mining related matters as well as the operating procedures to be carried out through OM . DGO will devise the exploration program for OM and ensure that it has been carried out to date as outlined under clause 3 . 4 . Any decisions taken by DGO shall be by way of commercially reasonable efforts to strategise and co - ordinate the exploration and mining works so that the Parties' respective interests are protected and the value of the Aur Gading Project is maximised . 2. As and if necessary DM may invite a third party consultant or expert to any meetings to advise and/or arbitrate on any mining related matters . OM meetings between DGO and RFX representatives shall be held on a monthly basis (at a minimum) or as and when required by the either DGO or RFX . If a meeting is to be called other than the normal monthly meeting time, at least 5 working day's notice shall be given in writing by the party calling for the meeting . 5 5. Commercial Arrangement 1. The parties agree to the following: DGO and RFX have agreed to operate a joint venture under a separate company, being DM, in which OGO and RFX shall each hold an equal, fixed non - dilutive shareholding of 50 percent (50%) of the issued capital of DM and agree to cooperate with each other in furtherance of the Aur Gading Project. OM shall open a bank account for the purpose of the Aur Gading Project. 2. Phase One Project Funding Upon signing this agreement, RFX shall pay to DM the sum of AUD - Seven Hundred Thousand ($700,000) as set out in clause 2, which is classified as a Loan from RFX. All project funding shall be treated as a loan and repayment of these loans shall be made in installments derived from future project cash flow from sales of mineral ores. Payments shall be made as specified in clause 3.5. 3. Following the repayment of the loan Funds and the repayment of the OGO exploration expenses DGO and RFX shall each receive a 50 % profit share after all project expenses are deducted, (or � s agreed by both Parties) for all minerals processed and sold, but shall elect to keep an estimated minimum of at least three ( 3 ) months operating costs in the OM bank account . The DGO and RFX profit share shall be derived from all or any ores or minerals processed and sold from the Aur Gading Project. 5.4 For the avoidance of doubt, the tribute as stipulated in the original contract agreement between DGO and Aras Kuasa Sdn Bhd, all monthly royalty and tribute payments shall be calculated and paid by OM to DGO and thence paid by DGO to Aras Kuasa Sdn Bhd and the Government Authorities as per the original agreement between DGO and Aras Kuasa Sdn Bhd
The payment of all Government/State royalties etc, shall be paid within thirty ( 30 ) days of the sale and/or disposal of the mineral products . DGO will provide RFX with a list of all, Government, State royalties to be paid on a monthly basis . 5. DGO shall ensure that OM shall, always properly weigh and keep a proper account of the mineral products mined, sold and removed from the project. OM will provide a working copy of accounts and of all mineral products recovered and kept on site or sold. These reports are to be kept on site at all times for inspection by RFX or the Mines Department and/or any other Government authorities. RFX shall have the right to inspect the accounts of DM and DGO pertaining to this agreement at any time subject always to the advance notice in writing be made to DGO within 24 hours. 6. RFX shall, at any time, be able to take samples of the mining products extracted from any and all steps of the production and selling processes for the purpose of verifying the quality of the mineral products . 7. DM - RFX and/or DGO shall have the right to arrange for the disposal of all the mineral products . The purchase by any buyer arranged by DM - DGO and/or DGO shall be on an arm's length basis and on terms not more unfavourable to any one party than those available on the market price on the day of sales . RFX shall have the right to inspect the accounts of DGO in relation to any sales, including sales contracts and the audit rights . 8. DM - RFX and/or DGO shall have the right to carry out any further exploration to determine a larger mineral resource at a later date on the Aur Gading Project as agreed to by both parties . These costs shall be classified as an expense . 9. DM - RFX and/or DGO shall have the right to carry out, any plant upgrades as agreed to by both parties . Future plant maintenance and construction costs which shall be classified as an expense. 6 6. Termination 6.1 Subject to Clause 1.2 above, neither party shall have the right to terminate this Agreement save and except upon the occurrence of any of the following events: i. If due to no fault of either party, the government or the state authority or any other authorities prohibits or disallows the extraction, removal and transportation of the mining products from the Aur Gading Project ; or ii. If a receiver and/or manager is appointed over the assets, undertaking and/or properties or any part thereof of DGO or if DGO is wound - up; or iii. If DGO commits a breach of any of the terms and conditions herein and where such breach is capable of being remedied, but has failed to remedy the said breach within thirty ( 30 ) days from the date of the notice thereof ; or
iv . 7 If a receiver and/or manager is appointed over the assets, undertaking and/or properties or any part thereof of DGO or if DGO is wound - up. 6 . 2 Upon the occurrence of any of the events as provided in Clause 6 . 1 above, the aggrieved party shall be at liberty to terminate this Agreement summarily by giving thirty ( 30 ) days prior notice in writing whereupon this Agreement shall terminate and upon such termination DGO shall surrender to RFX, a copy of all report, data , and information acquired by DGO in carrying out the exploration and/or mining up to the date of termination including all rights attaching thereto at no cost to RFX . Subsequently this agreement shall be deemed to be terminated and shall become null and void and be of no further effect and neither DGO nor RFX shall have any further claims towards each other save as provided hereunder and under the law . 7. Miscellaneous 1. The Parties further recognise that it is impracticable to provide for every contingency that may arise under this Agreement and agree that they shall at all times act in good faith upon all matters set forth herein to ensure that the objectives intended by the Parties are successfully and expeditiously carried out . 2. Subject to prior approval of RFX, which shall not be unreasonably withheld, DGO shall be entitled to assign all or part of its rights under this Agreement to any company within its group or such other nominee as DGO may decide . 3. The Parties agree that they will at all times keep confidential and will not at any time use, divulge or communicate to any person other than to their respective officers, employees or agents (on a need to know basis only) or any regulatory authority whose province it is to know the same, all or any information disclosed by any Party to the other in connection with this Agreement, including without limitation, the existence of this Agreement and its contents . Any announcements proposed to be made by either Party in relation to this Agreement or the negotiations pertaining thereto, shall only be made after the prior consultation with and agreement of the other Party . 7 . 4 All information received or generated by the Parties in connection with this Agreement shall be kept strictly confidential and used only for the performance of this Agreement and shall not be disclosed except as required by law . 7.5 (i) Any notice or other communication required to be given hereunder shall be in writing in English and sent by registered post or ordinary post (as the case may be) or e - mail or facsimile or be delivered by hand to the Parties' addresses as mentioned in this Agreement . The Parties shall promptly notify each other of any changes in the above details, which shall substitute the above from the date of such notification .
(ii) 8 Any notice so served shall be deemed to have been served forty eight ( 48 ) hours after the time of sending or, if sent by e - mail or facsimile, at the time of dispatch after successful transmission with confirmed answerback . If the notice or communication is delivered or sent by facsimile after 5 p . m . on a business day or delivered or sent by facsimile on a day , wh i ch is not a business day , the notice or communication, shall be deemed to be delivered or sent on the next business day . 6. Each Party shall bear its own costs in relation to this Agreement. 7. This Agreement is not intended to create a partnership between the Parties . It is specifically understood that neither Party shall without prior written authorisation from the other Party have the authority , nor shall it hold itself as having the authority, to bind the other or to sign documents or make commitments on behalf of the other Party . 8. This Agreement shall be governed by the substantive laws of Malaysia . 9. Th i s Agreement shall be blinding upon the successors in title of the parties hereto. IN WITNESS HEREOF, the duly authorised representatives of the Parties hereto have executed this Agreement on the date and year first written above. DATGEO MINERALS SON BHD ) .... . l . l . . . . � .. . f . l . . . . . f . ! . - . V .... . . f . - . r . . , . . . $ . . b . . . r J . . . . . . J . C . . . f . < . . . . . ... . � ........ . , r . . v .. . ........ . . SIGNED by Name in full /I(_ � ' - ' . for and on behalf of DM).. . .. .. . .. .. .... .. . .. ................... . ......... . ... . ........ .. . . ..... > Ou Swee Ten, ) ....... .. .. . @: . .... . ..... ...... ........ .... . ... . . ....... ........ . ) .. . : : . , ... . ( . t . . . . : . D .. . . � .. . ( . . . . . . � .. . - . - . . , . � .. . r . t . . . . . . . .. . � . . 0 . . ' . - . C .. . , . - ... .. ... . .. ... " ... ' . Witness sign in the presence of Dated: -
RAFEX PTY LTD SIGNED by Name in full for and on behalf of RFX Witness sign in the presence of : Dated: - DATGEO SON BHD ) ...... . - - : � . �� P.f..... f/0. � .C:. 6 . . . . � - � .1.P. . ... .. � - .......: - -- � . .............. . ......... ..... . . ... ... . . ..... ........ ........ ... . ) • • � .R. � µ· - ························ > - ......... ? / t y . . z - f . . . . .......... .. . .... . ..... .. .. ...... . . . SIGNED by Name in full for and on behalf of DGO ) . . .. .. .. . ض . ! _ - � - � .'.":=: . ...... . .. . .................... .... Witness sign ) Jlfl. DI() u t - 0 � N � - ,J ; - ,I ). � �� :···1 · . · . - . - " . ' ...................................... . . ) ............. - � /. !. � / . . ?. i .............. ... .. . .. ...... ... ........ . . in the presence of Dated : - This part of the page has intentionally been left blank. 9
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Exhibit 10.7
Darialtll B. AltllJerse ltll Geltller a l Coultllsel, P.C. Attorney and Counselor at Law 1015 Waterwood Parkway, Suite GAl Edmond , Oklahoma 73034 (405) 330 - 2235 FAX : (405) 330 - 2236 darianandersen@gmail.com October 2 , 2023 Wyoming Secretary of State Herschler Building East Suite 101 122 W 25th Street Cheyenne , WY 82002 - 0020 RE: Rafex Gold Acquisition Corp. Agreement and Plan of Merger Articles of Merger Dear Sir or Madam: Enclosed for filing are an Agreement and Plan of Merger affecting Wyoming for profit corporation Rafex Gold Acquisition Corp. and the Articles of Merger, and copies of the adopting resolutions, together with the required filing fee of $60 . Note the name change included in the Articles of Merger. Please file the Agreement and Plan of Merger and the Articles of Merger , and provide me copies of the filed documents. I am sending a second copy of each of the documents to be filed and a stamped envelope. Very trul y yours, L'1/ /4, � � _ j A n a,t//[} - Darian B. Andersen cc: Russell E. Brimage Richard Chiang
ARTICLES OF MERGER (WYOMING) OF TRIPLE TWENTY PTY. LTD. (an Australian corporation) WITH AND INTO RAFEX GOLD ACQUISITION CORP. (a Wyoming corporation) (The surviving corporation is Rafex Gold Acquisition Corp. with the name Triple Twenty Pty. Ltd.) July 31, 2023 ln accordance with all applicable statutes of the Wyoming Business Corporation Act , the undersigned , Russell Ernest Brimage , bein g the President ofRafex Gold Acquisition Corp ., a Wyoming corporation, DOES HEREBY CERTIFY as follows : 1 ) The name s and states of incorporation of each of the constituent corporations are Rafex Gold Acquisition Corp ., a Wyoming corporation ("RFXAC "), and Triple Twenty Pty , Ltd . ("Triple Twenty"), a Australian corporation ; 2 ) An Agreement and Plan of Merger dated July 31, 2 023 ( t he "Merger Agreement") , setting forth the terms and conditions of the merger of Triple Twenty with and into the RFXAC (the "Merger"), has been duly approved , adopted , certified , executed and acknowledged by the directors and the shareholders of the RFXAC in the manner required by the Wyoming Business Corporation Act and the RFXAC's articles of incorporation . 3) The Amended Agreement and Plan of Merger and the Merger have been approved , adopted, certified, executed and acknowledged by the directors and stockholders ofRFXAC , Triple Twenty Pty , Ltd. And the parent company , Rafex Gold Corp. (a Wyoming Corporation) in accordance with all applicable statutes. 4) The name of the surviving corporation is Triple Twenty Pty , Ltd. ; 5) The surviving corporation, Triple Twenty Pty , Ltd. , will be a Wyoming corporation and its Articles of Incorporation as currently filed with Laws of Wyoming s hall be the Articles of Incorporation of the surviving corporation ; 6) The Merger Agreement is on file at the principal place of business of the surviving corporation, . A copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost , to any stockholder of either constituent corporation ; 7) This certificate shall become effective at the time i t is filed with the Secretary of State of the State of Wyoming .
IN WITNESS WHEREOF, Triple Twenty Pty, Ltd . , RFXAC and Rafex Gold Corp. have each caused these Articles of Merger to be executed in its name as of July 31, 2023 . TRIPLE TWENTY, PTY., LID. An Australian corporation By,/s/ � <.. RusseUEm iBrimage President and Chief Executive Officer lUFEX GOLD CORP. A Wyoming corporaJion By:/s/ � <.. Russell Ernest Brimage President and Chief Executive Offi � · 0 Robert Francis Davies Chief Financial Officer By: � - - - Justin Leigh Ward . Corporate Secretary By:/s/RidtuiJ � Richard Chiang Director . RAF.EX GOLD ACQUISITION CORP. (RFXAC) A Wyoming corporation By: � < .. . Russell Ernest Brimage President and Chief Executive Officer · By:/ � Robert Francis Davies Chief Financial Officer By: Isl 'RidtMiJ � Richard Chiang Director
AMENDED AGREEMENT AND PLAN OF MERGER THIS AMENDED AGREEMENT AND PLAN OF MERGER (this "Merger Agre e ment'') is made as ofJuly 31 , 2023 , with the original fil e d on March JO , 2023 , by and between Rajex Gold Corp , tlk/a, Sakha Enterprises Corp . , a Wyoming corporation ("Rafex Gold") publicly - traded under the symbol RAFX , Rafex Gold Acquisition Corp . , a Wyoming corporation ("RFXAC") and Triple Twenty Pty , Ltd . , an Australian corporation ("Triple Twenty") . This Agreement contemplates a tax - free merger of Triple Twenty with and into RFXAC , in reorganization pursuant to Section 368 (aXIXA) of the Internal Revenue Code, in which the shareholders of Triple Twenty will receive Common Stock in Rafex Gold in exchange shares for Triple Twenty, with the result that Triple Twenty becomes a subsidiary of Rafex Gold . Having received the proper board and shareholder approvals, this Amended Agreement and Plan of Merger only amends the number of common shares of Raf ex Gold issued to the receiving parties , all other directives, facts, stipulations , conditions shall remain consistent . RECITALS A. Rafex Gold Corp . was incorporated in the State ofNevada on January 28 , 2000 and re - domiciled to the State of Wyoming on September 14 , 2018 . Its current authorized capital stock consists of : (I) I 00 , 000 , 000 shares of Authorized Common Stock, 0 . 00 I par value ("Rafex Gold Corp . , Common Stock"), of which 560 , 000 shares were issued and outstanding as of the date of this Agreement ; and ( 2 ) 5 , 000 , 000 shares of Preferred Stock with I 00 , 000 designated as our Series A Preferred Stock 0 . 00 I par value ("Rafex Gold Corp . , Preferred Stock"), with powers to cast 1 , 000 votes of common from I share of Series A, of which I 00 , 000 shares is outstanding . The issued and outstanding shares of common stock are owned by 340 shareholders of record and our Series A Preferred Stock is owned by Rafex Pty , Ltd , with beneficial ownership held by Russell Ernest Brimage and Robert Francis Davies . B. RFXAC was incorporated in Wyoming on March 10 , 2023 . Its authorized capital stock consists of (I) I 00 , 000 shares of Common Stock , ("RFXAC Common Stock"), of which I 0 , 000 shares are issued and outstanding ; with ( 2 ) no shares of Preferred Stock or any other class of stock . All issued and outstanding shares of RFXAC are owned by Rafex Gold Corp . C. Triple Twenty Pty, Ltd . was incorporated in Australia on July 29 , 2021 . Its authorized capital stock consists of : (I) 3 , 000 shares of authorized Common Stock , par value $ 0 . 01 per share ("Triple Twenty Common Stock") , of which 3 , 000 shares are issued and outstanding ; with ( 2 ) no shares of Preferred Stock or any other class of stock The issued and outstanding shares of Triple Twenty are owned by Justin Leigh Ward , Russell Ernest Brimage and Robert Francis Davies . D. The respective Boards of Directors ofRafex Gold , RFXAC , and Triple Twenty have each determined that it is advisable and in the best interests of their respective stockholders that Triple Twenty merge with and into RFXAC upon the terms and subject to the conditions set forth in this Merger Agreement for the purpose of effecting a merger between Triple Twenty with and into RFXAC so that Triple Twenty (as the name of the successor corporation) becomes a wholly owned subsidiary of Rafex Gold Corp . E. The Board of Directors of each of the constituent corporations has approved this Merger Agreement . 1
F. For United States federal income tax purposes , it is intended that the Merger shall qualify as a "reorganization" within the meaning of Section 368 (a) of the Internal Revenue Code of 1986 , as amended (the "Code") , and that this Agreement shall be, and is hereby , adopted as a "plan ofreorganiz . ation" for purposes of Section 368 (a) of the Code . G. The Parties desire in this Agreement to make certain representations , warranties , covenants , and agreements in connection with , and establish certain conditions precedent to , the Merger . NOW, THEREFORE , the parties do hereby agree that Triple Twenty Pty . , Ltd . shall merge with and into RFXAC on the following terms, conditions and other prov 1 s 1 ons : THE MERGER I . MERGER AND EFFECTIVE TIME . At the Effective Time (as defined below) , Triple Twenty shall be merged with and into RFXAC (the "Merger") , and Triple Twenty shall be the surviving . corporation of the Merger (the "Surviving Corporation") . The Merger shall become effective upon the close of business on the date when a duly executed copy of this Merger Agreement , along with all required officers' certificates , is filed with the Secretary of State of Wyoming (the "Effective Time") . 2. EFFECT OF MERGER . At the Effective Time, the separate corporate existence of Triple Twenty Pty . , Ltd . shall cease ; the corporate identity , existence , powers , rights and immunities ofRFXAC as the Surviving Corporation shall continue unimpaired by the Merger ; and the name of RFXAC shall be changed to Triple Twenty Pty . , Ltd . and as the surviving corporation shall succeed to and shall possess all the assets, properties , rights, privileges , powers, franchises, immunities and purposes, and be subject to all the debts , liabilities, obligations, restrictions and duties ofTriple Twenty , all without further act or deed . As a result of the merger, Triple Twenty shall become a wholly owned subsidiary of Rafex Gold Corp . 3. GOVERNING DOCUMENTS . At the Effective Time, the Articles of Incorporation of RFXAC in effect immediately prior to the Effective Time shall become the Articles of Incorporation of the Surviving Corporation , amended to change the name of RFXAC to Triple Twenty Pty . , Ltd . and the Bylaws ofRFXAC in effect immediately prior to the Effective Time, without amendment thereto , shall become the Bylaws of the Surviving Corporation . 4. DIRECTORS AND OFFICERS . At the Effective Time, the directors and officers of RFXAC (renamed Triple Twenty) shall be and become the directors and officers (holding the same titles and positions) of the Surviving Corporation and after the Effective Time shall serve in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation . 5. CONVERSION OF SHARES OF RFXAC . Subject to the terms and conditions of this Agreement, at the Effective Time and without any further action on the part of any shareholder of RFXAC : a. All I 0 , 000 of th e issued and outstanding shares of RFXAC Common Stock outstanding immediately prior to the Effective Time shall b e cancelled and Triple Twenty merged into RFXAC . b. At the Effective Time , all 3 , 000 of the issued and outstanding shares of Triple Twenty Common Stock, of which are held by Justin Leigh Ward, Russell Ernest Brimage and Robe 11 Francis Davies , will be delivered to the President of Rafex Gold Corp . in exchange for a certificate for 26 , 725 , 951 shares of Rafex Gold Corp . common stock . 2
c. The merger will result in Rafex Gold Corp . owning all of the issued and outstanding shares of Triple Twenty . As of the Effective Time, after the exchange of shares referred to in paragraph b above , Justin Leigh Ward , Russell Ernest Brimage and Robert Francis Davies, who immediately prior to the Effective Time held all 3 , 000 shares of the outstanding shares of the Triple Twenty Common Stock shall cease to have any rights with respect thereto , except the right to receive a certificate or certificates representing 26 , 725 , 951 of shares of the Rafex Gold common stock . d. At the Effective Time , the stock certificate(s) representing all of the shares of outstanding stock of Triple Twenty ( 3 , 000 shares) shall be cancelled ; the stock certificate of RFXAC ( I 0 , 000 shares) will be cancelled , a new s tock certificate of successor corporation Triple Twenty Common Stock in the amount of 3 , 000 shares will b e issued to Rafex Gold ; and a stock certificate representing 26 , 725 , 951 share s of Rafex Gold common stock will be issued to Justin Leigh Ward , Russell Ernest Brimage and Rober t Francis Davies , as provided in Paragraph 5 b above . e. Triple Twenty will be merged into and RFXAC (and the name changed to Triple Twenty) shall be the surviving corporation and continue to be a wholly owned subsidiary of Rafex Gold . The merger transaction was approved by the Board of Directors and the Stockholder of Triple Twenty by a vote ofall 3 , 000 shares in favor of the merger . The merger transaction was approved by the Board of Director s and the Stockholder of RFXAC by a vote of all I 0 , 000 shares in favor of the merger . Pursuan t to the Wyoming Business Corporations Code , 2011 Wyoming Statues , Title 17 , Chapter 16 , † 17 - 16 - 1 I 0 2 ; A foreign business corporation , or a foreign eligible entity , may be a party to a merger with a domestic business corporation , or may be created by the terms of the plan of merger , only if the merger is permitted by the foreign business corporation or eligible entity . If Wyoming law does not otherwise provide procedures for the approval of a merger , a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this article and article 1 3 of this chapter. Since shares of a parent of the mergin g corporation are to be issued in conjunction with the merger the merger transaction was approved by the Board of Directors ofRafex Gold and the majority Stockholders of Rafex Gold by a vote of all Series A Preferred shares outstanding in favor of the merger . 6. STOCK CERTIFICATES . Prior to the Effective Time , all 10 , 000 shares of RFXAC common stock are owned by Rafex Gold . Prior to the Effective Time , all 3 , 000 shares of Triple Twenty common stock are owned by Justin Leigh Ward , Russell Ernest Brimage and Robert Francis Davies . The registered owner on the books and records of Triple Twenty of any such outstanding stock ce 11 ificate for Triple Twenty Common . Stock shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Triple Twenty or its transfer agent , be entitled to exercise any voting and other rights with respect to , and to receive any dividend and other distributions upon , the shares of Triple Twenty Common Stock evidenced by such outstanding certificate as above provided . 7. FURTHER ASSURANCES . From time to time , as and when required by the Surviving Corporation or by its successors or assigns , there shall be executed and delivered on behalfofRFXAC such deeds , assignments and other instruments , and there shall be taken or caused to be taken by it all such further action as shall be appropriate , advisable or necessary in order to vest , perfect or confirm , of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests , assets , rights , privileges , immunities , powers , franchises and authority ofRFXAC , and otherwise to carry out the purposes of this Merger Agreement . The officers and directors of the Surviving C orporation are fully authorized in the name of and on behalf of RFXAC , or otherwise , to take any and all such actions and to 3
execute and deliver any and all such deeds and other instruments as may be necessary or appropriate to accomplish the foregoing . 8. CONDITION . The consummation of the Merger is subject to the approval of this Merger Agreement and the Merger contemplated hereby by Rafex Gold , the sole stockholder of RFXAC , Robert Justin Leigh Ward , Russell Ernest Brimage and Robert Francis Davies the shareholders of Triple Twenty and by the majority stockholders of Rafex Gold (the "Series A Preferred Holders") prior to or at the Effective Time . 9. ABANDONMENT . At any time before the Effective Time, this Merger Agreement may be terminated and the Merger abandoned by the Board of Directors ofRFXAC , the Board of Directors of Triple Twenty or the Board of Directors of Rafex Gold , notwithstanding approval of this Merger Agreement by the Boards of Directors and shareholders of RFXAC , Triple Twenty and Rafex Gold . 10. AMENDMENT . At any time before the Effective Time , this Merger Agreement may be amended , modified or supplemented by the Boards of Directors of the Constituent Corporations , notwithstanding approval of this Merger Agreement by the shareholders of RFXAC , Triple Twenty and Rafex Gold , provided , however, that any amendment made subsequent to the adoption of this Agreement by the stockholder of RFXAC , Justin Leigh Ward , Russell Ernest Brimage and Robert Francis , the shareholders of Triple Twenty or the stockholders of Rafex Gold shall not : (i) alter or change the amount or kind of shares , securities , cash, property and/or rights to be received in exchange for or upon conversion of any shares of any class or series of Triple Twenty without board approval and shareholder approvals ; (ii) alter or change any of the terms of the Articles of Incorporation of the Surviving Corporation to be effected by the Merger ; or (iii) alter or change any of the terms or conditions of this Merger Agreement if such alteration or change would adversely affect the holders of any shares of any class or series of RFXAC , Triple Twenty or Rafex Gold . 11. TAX - FREE REORGANIZATION . The Merger is intended to be a tax - fi - ee plan of reorganization within the meaning of Section 368(a)( I )(F) of the Code . 12. DISSENTERS' RIGHTS . Holders of Dissenting Shares who have complied with all the requirements for perfecting the rights of dissenting shareholders as set forth in the Wyoming Business Corporations Act shall be entitled to their rights under such law . 13. GOVERNING LAW. Thi s Agreement shall be governed by and construed under the laws of the State of Wyoming . 14. COUNTERPARTS . In order to facilitate the filing and recording of this Merger Agreement , it may be executed in any number of counterparts , each of which shall be deemed to be an original . IN WITNESS WHEREOF, this Merger Agreement is hereby executed on behalfofeach of the Constituent Corporations and attested by their respective officers hereunto duly Authorized . SIGNATURES ON NEXT PAGE 4
TRIPLE TWENTY , PTY., L m . An Australian corporation By: / s / � < ._ Russell Ernest Brimage President and Chief Executive Officer RAFEXGOLD CORP A Wyoming c01poratio11 By :/ s / � < ._ Russell Ernest Br image President and Chief Executive Oft : By: � ... Justin Leigh Ward Corporate Secretary �� C) Robert Francis Davies Chief Financial Officer By: Isl � � Richard Chiang Director RAFEX GOLD ACQUISITION CORP. (RFXAC) A Wyoming corporation By: / � f= - '!< .... Russell Ernest Brimage President and Chief Executive Officer By:/ � Robert Francis Davies Chief Financial Officer By: Isl � � Richard Chiang Director 5
EXHIBIT A Justin Leigh Ward Russell Brimage Robert Francis Davies Gatth J. Hoolihan Rafex Pty Ltd . 13 , 680,858 with cancellation of 4,797,284 = 8 , 883,574 shares 13 , 543,873 with cancellation of 4 , 749 , 135 = 8 , 794 , 738 shares 11543,873 with cai1cellation of4 , 749 , 135 = 8 , 794 , 738 shares 273,559 with cancellation of95 , 887 = 177 , 672 shares 94 , 617 with cancellation of 19 , 388 = 75,229 shares Total : 26 , 725 , 951 Shares Issued [14,410,829 sent back to treasury] 6
RESOLUTIONS OF THE BOARD OF DIRECTORS OF RAFEX PTY, LTD. (ACN 658 300 693) ln accordance with the Corporations Act 2001 and the constitution, (the "Constitution") of Rafex Pty, Ltd . , a corporation registered under the laws of the Commonwealth of Australia, ("Rafex", or ·'the Company"), controlled by Robert Francis Davies and Russell Brimage, hereby resolves as follows : WHEREAS , the Company is the majority control shareholder of Rafex Gold Corp . a US corporation domiciled in the State of Wyoming, and a publicly - traded corporation under the trading symbol "RAFX" (the "Public Company") . WHEREAS , the Company seeks to enter into an Agreement and Plan of Merger dated March 10 , 2023 to acquire Triple Twenty Pty , Ltd . , WHEREAS , the Company has created a merger sub corporation named Rafex Gold Acquisition Corp . (RFXAC) in the State of Wyoming to serve as its legal entity to pursue a share exchange transaction whereby the surviving corporation shall be Triple Twenty Pty , Ltd . WHEREAS, the Board of Directors ofRafex consents to the following resolutions of the Company : With the signatures below, the Public Company's majority share holder of the Series A Prefe 1 Ted Stock, Rafex, consents to the actions contemplated above and votes all of its Series A Preferred Stock towards ratification of this Board Resolution . NOW THERFORE IT IS RESOLVED , that the actions titled above are hereby approved by the Board of Directors of the Company in accordance with the Constitution and for all purposes . DATED: March 12 , 2023 Russell Brimage Rafex Pty , Ltd.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF RAFEX GOLD CORP. Pursuant to Article Ill . Section IO or the Bylaws . (the "Uylaws .. ) or Rafe ; \ . Gol<l Corp .. a Wyoming Corporation (the "Company··) . the Board of Directors consents lo the f'olkming resolutions or the Company : The Consent and Resolutions ratilicd anc 1 /or approved certain actions or the shareholders an<l Board or Directors . The primary effec t ot'thc Consent an< . l the Resolutions was the approval and ratilication or the reverse merger acquisition of Triple Twenty Pty . Ltd . ("TT"') an Australian entity with title to the Mt Bute ( Victoria . Australia) and Hume Oam ( Ne \ \ ' South Walcs / NSW Australia) gold projects by Ral � , Acquisition Corp . (RFXAC) . a Wyoming corporation created as a sub - corp to enter into a share exchange agreement with TT . Following the approval from Rarex Ply . LtJ . the majority shareholder or the Series A Prc!'crrcd S 101 : k consented to the approval of the acquisition or TT . Wit ERF:AS. the following ol'licers and directors or the Company have consented alongside the majority shareholder or the Company approving the acquisition ol'TT by Rr - XAC. Pursuant to Article Ill. Section I() or the Bylaws . the onicers and directors or the Company have belo,, signed ratifying the actions as stated abo, e: Russell Rrimage . - Pre � iJc1 t. Chic!' Executive Ofticer and Chairman or the Roa rd f"rank Oa, · ies Chief Financial Officer. Secretary. Director Richard Chiang NOW THERFORE IT IS RESOLVED. that the a.:tions titled aboYC: arc hcrchy ratified by the Board of Dirc1:tors. DATLD : Man : h 10. 2023 M �� Russdl Bnmagc President. Chief Exccuti, · e Officer and Chairman of the Board
Exhibit 10.8
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of September 11, 2025, by and between Rafex Gold Corp, a Wyoming ("Rafex Gold") publicly-traded corporation under the symbol RAFX on the OTC Markets OTCID and Rafex Gold Acquisition Corp II., a Wyoming corporation ("RFXAC2") and Rafex Pty, Ltd., an Australian corporation ("Rafex Pty Ltd"). This Agreement contemplates a tax-free merger of RFXAC2, with and into Rafex Pty Ltd in reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code, in which the shareholders of Rafex Pty Ltd will receive Common Stock in Rafex Gold in exchange for shares of Rafex Pty Ltd with the result that Rafex Pty Ltd becomes a subsidiary of Rafex Gold.
Having received the proper board and shareholder approvals, this Agreement and Plan of Merger only amends the number of common shares of Rafex Gold issued to the receiving parties, all other directives, facts, stipulations, conditions shall remain consistent.
R E C I T A L S
A. Rafex Gold Corp. was incorporated in the State of Nevada on January 28, 2000 and re-domiciled to the State of Wyoming on September 14, 2018. Its current authorized capital stock consists of: (1) 100,000,000 shares of Authorized Common Stock, 0.001 par value ("Rafex Gold Corp., Common Stock"), of which 29,785,968 shares were issued and outstanding as of the date of this Agreement; and (2) 5,000,000 shares of Preferred Stock with 100,000 designated as our Series A Preferred Stock 0.001 par value ("Rafex Gold Corp., Preferred Stock"), with powers to cast 1,000 votes of common from 1 share of Series A, of which 100,000 shares is outstanding. The issued and outstanding shares of common stock are owned by 344 shareholders of record and our Series A Preferred Stock is owned by Rafex Pty, Ltd, with beneficial ownership held by Russell Ernest Brimage and Robert Francis Davies.
B. RFXAC2 was incorporated in Wyoming on September 11, 2025. Its authorized capital stock consists of: (1) 100,000 shares of Common Stock, ("RFXAC Common Stock"), of which 10,000 shares are issued and outstanding; with (2) no shares of Preferred Stock or any other class of stock. All issued and outstanding shares of RFXAC2 are owned by Rafex Gold Corp.
C. Rafex Pty Ltd., was incorporated in Australia on March 25, 2022, with the ACN of 658 300 693. Its authorized capital stock consists of: (1) 23,792,000 shares of authorized Common Stock, par value.
$0.10 per share ("Rafex Pty Ltd., Common Stock"), of which 23,792,000 shares are issued and outstanding; with (2) no shares of Preferred Stock or any other class of stock. The issued and outstanding shares of Rafex Pty Ltd., are owned by 50 shareholders.
D. The respective Boards of Directors of Rafex Gold, RFXAC2, and Rafex Pty Ltd. have each determined that it is advisable and in the best interests of their respective stockholders that RFXAC2 merge with and into Rafex Pty Ltd. upon the terms and subject to the conditions set forth in this Merger Agreement for the purpose of effecting a merger between RFXAC2 with and into Rafex Pty Ltd. so that Rafex Pty Ltd. becomes a wholly owned subsidiary of Rafex Gold Corp.
E. The Board of Directors of each of the constituent corporations has approved this Merger Agreement.
F. For United States federal income tax purposes, it is intended that the Merger shall qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall be, and is hereby, adopted as a "plan of reorganization" for purposes of Section 368(a) of the Code.
G. The Parties desire in this Agreement to make certain representations, warranties, covenants, and agreements in connection with, and establish certain conditions precedent to, the Merger. NOW, THEREFORE, the parties do hereby agree that RFXAC2 shall merge with and into Rafex Pty Ltd. on the following terms, conditions and other provisions:
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THE MERGER
1. MERGER AND EFFECTIVE TIME. At the Effective Time (as defined below), RFXAC2 shall be merged with and into Rafex Pty Ltd. (the "Merger"), and Rafex Pty Ltd., shall be the surviving corporation of the Merger (the "Surviving Corporation"). The Merger shall become effective upon the close of business on the date when a duly executed copy of this Merger Agreement, along with all required officers' certificates, is filed with the Secretary of State of Wyoming (the "Effective Time").
2. EFFECT OF MERGER. At the Effective Time, the separate corporate existence of RFXAC2 shall cease; the corporate identity, existence, powers, rights and immunities of Rafex Pty Ltd. as the Surviving Corporation shall continue unimpaired by the Merger; and Rafex Pty Ltd. shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes of RFXAC2, and be subject to all the debts, liabilities, obligations, restrictions and duties of RFXAC2, all without further act or deed. As a result of the merger, Rafex Pty Ltd. shall become a wholly-owned subsidiary of Rafex Gold Corp.
3. GOVERNING DOCUMENTS. At the Effective Time, the Articles of Incorporation of Rafex Pty Ltd. in effect immediately prior to the Effective Time shall remain the Articles of Incorporation of the Surviving Corporation, and the Bylaws of Rafex Pty Ltd. in effect immediately prior to the Effective Time, without amendment thereto, shall remain the Bylaws of the Surviving Corporation.
4. DIRECTORS AND OFFICERS. At the Effective Time, the directors and officers of Rafex Pty Ltd. shall continue as the directors and officers (holding the same titles and positions) of the Surviving Corporation and after the Effective Time shall serve in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.
5. CONVERSION OF SHARES. Subject to the terms and conditions of this Agreement, at the Effective Time and without any further action on the part of any shareholder:
a. All 10,000 of the issued and outstanding shares of RFXAC2 Common Stock outstanding immediately prior to the Effective Time shall be cancelled upon RFXAC2 being merged into Rafex Pty, Ltd.
b. At the Effective Time, all 23,792,000 of the issued and outstanding shares of Rafex Pty, Ltd., which are held by its current shareholders, will be exchanged for 23,792,000 shares of Rafex Gold Corp. common stock on a one-for-one basis.
c. The merger will result in Rafex Gold Corp. owning all of the issued and outstanding shares of Rafex Pty, Ltd., making Rafex Pty Ltd. a wholly-owned subsidiary of Rafex Gold Corp.
d. As of the Effective Time, the former shareholders of Rafex Pty Ltd. who immediately prior to the Effective Time held all 23,792,000 shares of the outstanding Rafex Pty Ltd. Common Stock shall cease to have any rights with respect thereto, except the right to receive certificates representing 23,792,000 shares of Rafex Gold common stock at the 1:1 Exchange Ratio.
e. At the Effective Time, the stock certificate(s) representing all of the shares of outstanding stock of Rafex Pty, Ltd (23,792,000 shares) shall be cancelled; stock certificates representing 23,792,000 shares of Rafex Gold common stock will be issued to the former shareholders of Rafex Pty, Ltd; and the 10,000 outstanding shares of RFXAC2 will remain outstanding and owned by Rafex Gold Corp.
f. Upon completion of the merger, Rafex Pty Ltd. will have merged into RFXAC2, with RFXAC2 being the surviving corporation, which will then be renamed to "Rafex Pty Ltd" and will remain a wholly-owned subsidiary of Rafex Gold Corp.
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The merger transaction was approved by the Board of Directors and the Stockholders of Rafex Pty, Ltd by a vote of all 23,792,000 shares in favor of the merger. The merger transaction was approved by the Board of Directors and the Stockholder of RFXAC2 by a vote of all 10,000 shares in favor of the merger. Pursuant to the Wyoming Business Corporations Code, 2011 Wyoming Statues, Title 17, Chapter 16, §17-16-1102;
A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity. If Wyoming law does not otherwise provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this article and article 13 of this chapter.
Since shares of a parent of the merging corporation are to be issued in conjunction with the merger, the merger transaction was approved by the Board of Directors of Rafex Gold and the majority Stockholders of Rafex Gold by a vote of all Series A Preferred shares outstanding in favor of the merger.
6. STOCK CERTIFICATES. Prior to the Effective Time, all 10,000 shares of RFXAC2 common stock are owned by Rafex Gold. Prior to the Effective Time, all 23,792,000 shares of Rafex Pty, Ltd common stock are owned by their respective shareholders. The registered owner on the books and records of Rafex Pty, Ltd of any such outstanding stock certificate for Rafex Pty, Ltd Common Stock shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Rafex Pty, Ltd or its transfer agent, be entitled to exercise any voting and other rights with respect to, and to receive any dividend and other distributions upon, the shares of Rafex Pty, Ltd Common Stock evidenced by such outstanding certificate as above provided.
7. FURTHER ASSURANCES. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of the former RFXAC2 such deeds, assignments and other instruments, and there shall be taken or caused to be taken by the appropriate parties all such further action as shall be appropriate, advisable or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of RFXAC2, and otherwise to carry out the purposes of this Merger Agreement. The officers and directors of the Surviving Corporation are fully authorized in the name of and on behalf of the former RFXAC2, or otherwise, to take any and all such actions and to execute and deliver any and all such deeds and other instruments as may be necessary or appropriate to accomplish the foregoing.
8. CONDITION. The consummation of the Merger is subject to the approval of this Merger Agreement and the Merger contemplated hereby by Rafex Gold, the sole stockholder of RFXAC2, the shareholders of Rafex Pty, Ltd and by the majority stockholders of Rafex Gold (the "Series A Preferred Holders") prior to or at the Effective Time.
9. ABANDONMENT. At any time before the Effective Time, this Merger Agreement may be terminated and the Merger abandoned by the Board of Directors of RFXAC2, the Board of Directors of Rafex Pty, Ltd or the Board of Directors of Rafex Gold, notwithstanding approval of this Merger Agreement by the Boards of Directors and shareholders of RFXAC2, Rafex Pty, Ltd and Rafex Gold.
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10. AMENDMENT. At any time before the Effective Time, this Merger Agreement may be amended, modified or supplemented by the Boards of Directors of the Constituent Corporations, notwithstanding approval of this Merger Agreement by the shareholders of RFXAC2, Rafex Pty, Ltd and Rafex Gold, provided, however, that any amendment made subsequent to the adoption of this Agreement by the stockholder of RFXAC2, the shareholders of Rafex Pty, Ltd or the stockholders of Rafex Gold shall not: (i) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or upon conversion of any shares of any class or series of Rafex Pty, Ltd without board approval and shareholder approvals; (ii) alter or change any of the terms of the Articles of Incorporation of the Surviving Corporation to be effected by the Merger; or (iii) alter or change any of the terms or conditions of this Merger Agreement if such alteration or change would adversely affect the holders of any shares of any class or series of RFXAC2, Rafex Pty, Ltd or Rafex Gold.
11. TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of reorganization within the meaning of Section 368(a)(1)(A) of the Code.
12. DISSENTERS' RIGHTS. Holders of Dissenting Shares who have complied with all the requirements for perfecting the rights of dissenting shareholders as set forth in the Wyoming Business Corporations Act shall be entitled to their rights under such law.
13. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Wyoming.
14. COUNTERPARTS. In order to facilitate the filing and recording of this Merger Agreement, it may be executed in any number of counterparts, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of each of the Constituent Corporations and attested by their respective officers hereunto duly authorized.
SIGNATURES ON NEXT PAGE
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RAFEX PTY, LTD.
An Australian corporation
By: /s/ Russell Ernest Brimage
Russell Ernest Brimage
President and Chief Executive Officer
By: /s/ Robert Francis Davies
Robert Francis Davies
Corporate Secretary
By: /s/ Robert Francis Davies
Robert Francis Davies
Director
By: /s/ Justin Leigh Ward
Justin Leigh Ward
Director
RAFEX GOLD CORP.
A Wyoming corporation
By: /s/ Russell Ernest Brimage
Russell Ernest Brimage
President and Chief Executive Officer
By: /s/ Richard Chiang
Richard Chiang
Chief Financial Officer
RAFEX GOLD ACQUISITION CORP II. (RFXAC2)
A Wyoming corporation
By: /s/ Russell Ernest Brimage
Russell Ernest Brimage
President and Chief Executive Officer
By: /s/ Richard Chiang
Richard Chiang
Chief Financial Officer
By: /s/ Robert Francis Davies
Robert Francis Davies
Director
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Exhibit 10.9
Exhibit 10.9
FORM OF SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of ________, 2026, by and between Rafex Gold Corp., a Wyoming corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
WHEREAS, the Company previously issued shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Subscriber in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”);
WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating to the registration for resale from time to time by the selling stockholders named therein of shares of the Company’s Common Stock, including the Shares (as defined below) held by the Subscriber;
WHEREAS, the Company is not selling any shares of its Common Stock in the offering contemplated by the Registration Statement and will not receive any proceeds from the resale of the Shares by the Subscriber; and
WHEREAS, the Subscriber desires to have its Shares included in the Registration Statement and agrees to be bound by the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Representations and Warranties of the Subscriber |
The Subscriber hereby represents and warrants to the Company as follows:
(a) Title to Shares. The Subscriber is the record and beneficial owner of the number of shares of Common Stock set forth on the signature page hereto (the “Shares”) and has good and valid title to the Shares, free and clear of all liens, claims, encumbrances, and restrictions, other than restrictions on transfer imposed by applicable securities laws.
(b) Authority. The Subscriber has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement, when executed and delivered by the Subscriber, will constitute the valid and legally binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) No Governmental Recommendation. The Subscriber understands that no federal, state, or other governmental authority has made any recommendation, finding, or determination relating to the merits of an investment in the Company or the resale of the Shares.
(d) Access to Information. The Subscriber has received and reviewed the prospectus forming part of the Registration Statement and has had the opportunity to ask questions of and receive answers from the Company and its designated representatives concerning the terms and conditions of the offering, the Company, and the business and financial condition of the Company. The Subscriber is not relying on any oral representation made by any person as to the Company or its operations, financial condition, or prospects.
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(e) Compliance with Securities Laws. The Subscriber acknowledges that the Shares may only be resold pursuant to the Registration Statement or pursuant to an exemption from the Securities Act, and under the terms set forth therein. The Subscriber will not offer or sell the Shares except in compliance with the Securities Act and applicable state securities laws.
| 2. | Representations and Warranties of the Company |
The Company hereby represents and warrants to the Subscriber as follows:
(a) Incorporation and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Wyoming.
(b) Power and Authority. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Authorization of the Shares. The Shares have been duly authorized and are validly issued, fully paid, and nonassessable and are free and clear of all liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws .
(e) Registration Statement. The Company has filed the Registration Statement with the Commission relating to the resale of the Shares by the Subscriber. The Company has not received any notice from the Commission regarding the Registration Statement that would prevent the resale of the Shares as contemplated therein.
(f) No Sale of Shares by Company. The Subscriber acknowledges and agrees that the Company is not selling any shares of its Common Stock in the offering contemplated by the Registration Statement and will not receive any proceeds from the resale of the Shares by the Subscriber.
| 3. | Registration Rights |
(a) The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective and to remain effective for the period required by the Commission under the Securities Act to permit the Subscriber to resell the Shares.
(b) The Subscriber agrees to provide the Company with all information reasonably requested by the Company for inclusion in the Registration Statement with respect to the Subscriber and its beneficial ownership of the Shares.
(c) The Subscriber agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 424 of the Securities Act, the Subscriber will forthwith discontinue disposition of the Shares until the Subscriber receives copies of a supplemented or amended prospectus or until it is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, the Subscriber will deliver to the Company all copies, other than permanent file copies then in the Subscriber’s possession, of the most recent prospectus covering the Shares at the time of receipt of such notice.
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| 4. | Indemnification |
(a) Indemnification by Subscriber. The Subscriber agrees to indemnify and hold harmless the Company against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs, and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by Subscriber to comply with any covenant or agreement made by Subscriber herein or in any other document furnished by Subscriber in connection with this subscription.
(b) Indemnification by Company. The Company agrees to indemnify and hold harmless the Subscriber against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs, and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by the Company to comply with any covenant or agreement made by the Company herein.
| 5. | Survival of Representations, Warranties, Agreements, and Acknowledgments |
The representations, warranties, agreements, and acknowledgments of the Company and Subscriber shall survive the offering and resale of Shares.
| 6. | Governing Law |
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflicts of law principles.
| 7. | Entire Agreement |
This Agreement contains the entire understanding of the parties and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by both parties.
| 8. | Notices |
All notices, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed given (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile or electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), (c) one (1) business day after deposit with an overnight courier service, or (d) on the third business day after it is mailed by registered or certified mail, postage prepaid, addressed as follows:
If to the Company:
Rafex Gold Corp.
1912 Capitol Avenue, Suite 500
Cheyenne, Wyoming 82001
If to the Subscriber:
At the address set forth on the Subscriber’s signature page hereto.
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| 9. | Successors and Assigns |
This Agreement shall bind and inure to the benefit of the Company, the Subscriber, and their respective successors and assigns.
| 10. | Severability |
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision in any other jurisdiction.
| 11. | Counterparts |
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Signatures delivered by facsimile or electronic mail shall be deemed effective for all purposes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of the date written below.
SUBSCRIBER:
Name: ___________________________
Signature: ___________________________
Date: ________________________
Address: __________________________
Email: ____________________________
Number of Shares Held: ______________
RAFEX GOLD CORP.
By: /s/ Russell Brimage
Name: Russell Brimage
Title: President & Chief Executive Officer
Date: __________________________
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Exhibit 10.10
RAFEX GOLD CORP.
1111 S. Roop Street, #1915
Carson City, NV 89702
1912 Capitol Avenue Suite 500
Cheyenne, WY 82001
WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS
Cancellation of Shares of Common Stock
Held by Rafex Pty Ltd., a Wholly-Owned Subsidiary
Date of Resolution: April 1, 2026
RECITALS
WHEREAS, Rafex Gold Corp., a Wyoming corporation (the “Company”), is the sole parent and 100% owner of Rafex Pty Ltd., an Australian proprietary limited company and wholly-owned subsidiary of the Company (“Rafex Pty Ltd.”);
WHEREAS, on March 10, 2023, Rafex Pty Ltd. was issued 94,617 shares of restricted Common Stock of the Company (the “Original Shares”) in connection with the merger between the Company and Triple Twenty Ltd Pty, of which Rafex Pty Ltd. held a minority interest at the time of such merger;
WHEREAS, on October 6, 2023, 19,388 shares of the Original Shares were cancelled pursuant to a prior Board action, reducing the number of shares of Common Stock held by Rafex Pty Ltd. to 75,229 shares (the “Subject Shares”);
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is not permissible, appropriate, or in the best interests of the Company or its stockholders for a wholly-owned subsidiary of the Company to hold shares of Common Stock of the Company, as such holdings create circular ownership that is contrary to sound corporate governance principles and applicable legal requirements;
WHEREAS, pursuant to the Wyoming Business Corporation Act, including without limitation Wyoming Statutes § 17-16-631, the Board has the authority to cancel shares held in treasury or to direct the cancellation of shares held by entities under the control of the Company;
WHEREAS, the Board has determined that the cancellation of the Subject Shares and their return to the status of authorized but unissued shares of Common Stock of the Company is in the best interests of the Company and its stockholders; and
WHEREAS, the undersigned, being all of the members of the Board of Directors of the Company, hereby adopt the following resolutions by written consent in lieu of a special meeting of the Board of Directors, pursuant to the Wyoming Business Corporation Act and the Bylaws of the Company.
| 1 | Board Resolution by the Board of Directors |
NOW, THEREFORE, BE IT RESOLVED
RESOLVED, that the Board of Directors hereby approves and authorizes the cancellation of all 75,229 shares of Common Stock of the Company currently held by Rafex Pty Ltd., a wholly-owned subsidiary of the Company (the “Cancellation”), effective as of the date of this Written Consent;
RESOLVED FURTHER, that upon the Cancellation, the 75,229 Subject Shares shall be returned to the status of authorized but unissued shares of Common Stock of the Company, and shall no longer be considered issued or outstanding for any purpose, including without limitation for the calculation of the total number of shares of Common Stock issued and outstanding, voting rights, and ownership percentages;
RESOLVED FURTHER, that following the Cancellation, the total number of shares of Common Stock of the Company issued and outstanding shall be 53,352,739 shares;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effectuate the Cancellation, including without limitation: (i) instructing the Company’s transfer agent to update the register of stockholders to reflect the Cancellation; (ii) notifying Rafex Pty Ltd. of the Cancellation; (iii) making all necessary filings with applicable regulatory authorities; and (iv) reflecting the Cancellation in the Company’s books and records and in the financial statements and notes thereto for the applicable reporting period;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to disclose the Cancellation in the Company’s registration statement on Form S-1 currently being prepared for filing with the United States Securities and Exchange Commission, including in the Description of Capital Stock section and as a subsequent event in the notes to the financial statements, in such form and manner as the officers, with the advice of counsel, deem appropriate;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take any and all further actions, execute and deliver any and all further instruments and documents, and do any and all further things as may be necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions; and
RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and that electronic or facsimile signatures shall be deemed original signatures for all purposes.
| 2 | Board Resolution by the Board of Directors |
IN WITNESS WHEREOF, the undersigned, being all of the directors of Rafex Gold Corp., hereby adopt the foregoing resolutions as of the date first written above.
THE BOARD OF DIRECTORS OF RAFEX GOLD CORP.:
| /s/ Russell Brimage | |
|
Russell Brimage |
|
| President, Chief Executive Officer and Chairman of the Board | |
| /s/ Frank Davies | |
| Robert Francis Davies (known as Frank Davies) | |
| Director | |
| /s/ Richard Chiang | |
|
Richard Chiang |
|
| Chief Financial Officer and Director | |
| /s/ Justin Leigh Ward | |
| Justin Leigh Ward | |
| Geophysicist and Director |
ACKNOWLEDGMENT AND CONSENT OF RAFEX PTY LTD.
The undersigned, being the authorized representative of Rafex Pty Ltd., a wholly-owned subsidiary of Rafex Gold Corp., hereby acknowledges receipt of notice of the foregoing Board Resolution and consents to the cancellation of the 75,229 shares of Common Stock of Rafex Gold Corp. held by Rafex Pty Ltd. as described herein.
|
Authorized Signatory, Rafex Pty Ltd. |
||
| /s/ Russell Brimage | Title: Director | |
| Russell Brimage |
* * * * *
This Written Consent and Resolution constitutes the action of the Board of Directors
of Rafex Gold Corp. and shall be filed with the minutes of the proceedings of the Board.
| 3 | Board Resolution by the Board of Directors |
Exhibit 21.1
SUBSIDIARIES OF RAFEX GOLD CORP.
Listed below are the subsidiaries of Rafex Gold Corp., a Wyoming corporation (the "Company"), as of the date hereof.
| Name | of Subsidiary Jurisdiction of Incorporation or Organization | |
| Rafex Pty Ltd. | Australia | |
| Triple Twenty Pty Ltd. | Australia |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of Rafex Gold Corp. (the “Company”) of our report dated August 11, 2026, relating to our audits of the Company’s financial statements as of December 31, 2025.
/s/ DylanFloyd Accounting & Consulting
Newhall, California
September 10, 2026
PCAOB # 6235