Form 40FR12B Black Mammoth Metals

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

OR

For the fiscal year ended        Commission file number:     

 Black Mammoth Metals Corporation 

(Exact name of Registrant as specified in its charter)

1710 – 1177 West Hastings Street

Vancouver, British Columba V6E 2L3, Canada

       Telephone (604) 347-9101       

(Address and telephone number of Registrant’s principal

executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

        Telephone (800) 221-0102        

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

Copies of all communications, including communications

sent to agent for service, should be sent to:

Alex Farkas

Cozen O’Connor LLP

Bentall 5

550 Burrard Street, Suite 2501

Vancouver, British Columbia V6C 2B5, Canada

Telephone (236) 317-6203

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”):

Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None

For annual reports, indicate by check mark the information filed with this form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.                                                 ☐ Yes ☐ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).                                                      ☐ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.                                                Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                       ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.                                               ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.                             ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).                                                      ☐

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(l) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through Exhibit 99.56, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.56, as set forth in the Exhibit Index attached hereto.

FORWARD LOOKING STATEMENTS

This Registration Statement on Form 40-F, including the exhibits incorporated by reference into this Registration Statement, includes certain statements that constitute “forward-looking statements” and “forward-looking information” (collectively referred to as “forward-looking statements”) within the meaning of applicable Canadian and United States securities laws. These statements are based on the Registrant’s current expectations, estimates and assumptions in light of its experience and perception of historical trends. All statements other than statements of historical fact may constitute forward-looking statements. Often, forward-looking statements are identified by words such as “believe,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “project,” “potential,” “ongoing,” “could,” “would,” “target” or the negative of these terms or similar expressions, although not all forward-looking statements contain these terms or similar expressions. These statements reflect management’s beliefs with respect to future events and are based on information available to management as of the respective dates of this Registration Statement and the documents incorporated by reference herein, including reasonable assumptions, estimates, internal and external analysis and opinions of management considering its experience, perception of trends, current conditions and expected developments as well as other factors that management believed to be relevant as at the date such statements were made. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including in the documents incorporated by reference herein.

The Registrant and management caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Although the Registrant believes that the expectations reflected in the forward-looking statements were reasonable as of the time such forward-looking statements were made, it can give no assurance that such expectations will prove to have been correct. The Registrant and management assume no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities laws.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its audited annual financial statements, which are filed with this Registration Statement and attached hereto as Exhibit 99.43, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards. Such financial statements may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement and the documents incorporated herein by reference are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on September 29, 2026, based upon the average rate of exchange of Canadian dollars into United States dollars as quoted by the Bank of Canada was US$1.00 = CDN$1.3875.

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

Unless otherwise indicated, all mineral resource and mineral reserve estimates included in the documents incorporated by reference into this Registration Statement have been prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian securities administrators, which

establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ from the requirements of the Commission. Accordingly, mineral resource and mineral reserve estimates, and other scientific and technical information, contained in the documents incorporated by reference into this Registration Statement may not be comparable to similar information disclosed by U.S. companies.

DESCRIPTION OF COMMON SHARES

The Registrant is authorized to issue an unlimited number of common shares without par value. The holders of the common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Registrant and shall have one vote for each common share held at all meetings of the shareholders of the Registrant, except meetings at which only holders of another specified class or series of shares of the Registrant are entitled to vote separately as a class or series. Subject to the prior rights of the holders of other shares ranking senior to the common shares with respect to priority in payment of dividends, the holders of common shares shall be entitled to receive dividends and the Registrant shall pay dividends thereon, as and when declared by the directors of the Registrant out of moneys properly applicable to the payment of dividends, in such amount and in such form as the directors of the Registrant may from time to time determine and all dividends which the directors of the Registrant may declare on the common shares shall be declared and paid in equal amounts per common share on all common shares at the time outstanding. In the event of the liquidation, dissolution or winding-up of the Registrant or any other distribution of assets of the Registrant among its shareholders for the purpose of winding-up its affairs or upon a reduction of capital, the holders of the common shares shall, subject to the prior rights of the holders of other shares ranking senior to the common shares in respect of priority in the distribution of assets upon liquidation, dissolution, winding-up or any other distribution of assets for the purpose of winding-up or a reduction of capital, be entitled to share equally, share for share, in the remaining assets and property of the Registrant.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet transactions that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CONTRACTUAL AND OTHER OBLIGATIONS

As of December 31, 2025, the Registrant’s material cash requirements consisted of: (i) current liabilities of C$240,375, comprised of accounts payable and accrued liabilities and amounts due to related parties, all of which were due within 12 months; and (ii) fixed-dated cash payments under certain mineral property option, lease and related agreements disclosed in the Registrant’s audited consolidated financial statements and MD&A, which are principally denominated in U.S. dollars. Such fixed-dated obligations included, among others, US$200,000 due March 28, 2026 under the Quito option, US$30,000 due April 2, 2026 under the Leadore option, US$10,000 due April 3, 2026 under the Adelaide Crown option, US$15,000 due April 7, 2026 under the Coal Canyon lease, US$50,000 due May 1, 2026 under the Christmas option, US$15,000 due July 17, 2026 under the Callaghan option, US$5,000 due September 24, 2026 under the Charlie option, US$20,000 due November 14, 2026 under the St. Elmo option, US$15,000 due January 8, 2026 under the Clover option and US$25,000 due February 20, 2026 in respect of the Pilgrim Tailing option. The Registrant also has additional contractual and other obligations, including annual lease, BLM, county and similar holding costs, certain royalty-related obligations and contingent payments that become payable only upon the occurrence of specified events, such as the declaration of a maiden resource or the commencement of a drilling program

NASDAQ CORPORATE GOVERNANCE

The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and its common shares are listed on the TSX Venture Exchange Inc. (the “TSXV”). Nasdaq Stock Market Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the Nasdaq Stock Market Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the Nasdaq Stock Market Rules must disclose each Nasdaq corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the Nasdaq corporate governance

requirement(s), either on its website or in its annual filings with the SEC. A description of the significant ways in which the Registrant’s governance practices differ from those followed by United States domestic companies pursuant to the Nasdaq Stock Market Rules is available on the Registrant’s website at www.blackmammothmetals.com.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has filed with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities to which this Registration Statement relates. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Registration Statement.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 2, 2026