Table of Contents As filed with the Securities and Exchange Commission on February 4, 2026 Registration No. 333-292926 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S‑1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rocky Mountain Chocolate Factory, Inc. (Exact name of Registrant as specified in its charter) | Delaware | 2060 | 47-1535633 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | in ...

Core Viewpoint - Iconic Minerals Ltd. has successfully closed a non-brokered private placement, raising CAD$3,750,000 through the issuance of 30,000,000 units at CAD$0.0125 per unit [1] Group 1: Private Placement Details - Each unit consists of one common share and one common share purchase warrant, with the warrant allowing the purchase of an additional common share at an exercise price of CAD$0.17 for two years [2] - The company may accelerate the expiry date of the warrants if its common shares trade at or above CAD$0.35 for a minimum of 10 non-consecutive trading days [2] - All securities issued are subject to a four-month and one-day hold period in Canada, and the closing is contingent upon TSXV approval [3] Group 2: Use of Proceeds - Proceeds from the private placement will be allocated for exploration work on the New Pass gold property in Nevada, USA, and for general working capital [3] Group 3: Finder's Fees and Related Party Transactions - The company paid finder's fees of CAD$55,081.25 and issued 470,000 finder's warrants, which are also subject to the same exercise terms as the common share purchase warrants [4] - Insiders subscribed for a total of 4,000,000 units, with significant subscriptions from the President and CFO, categorizing the private placement as a related party transaction [4] - The company relied on exemptions from formal valuation and minority shareholder approval requirements under MI 61-101 [4]

Core Viewpoint - Greenstone Resources II LP and its affiliates have entered into an agreement with Paradigm Capital Inc to offer up to 143,208,937 common shares of Gunnison Copper Corp at a price of C$0.45 per share, aiming for gross proceeds of C$64,444,022 [1][2] Group 1: Offering Details - The offering will be conducted on a "best efforts" basis and is expected to be completed by February 17, 2026, subject to the execution of share purchase agreements [2] - The shares will be sold to accredited investors in Canada and to Qualified Institutional Buyers in the United States under applicable exemptions from the prospectus requirements [3] Group 2: Ownership and Impact - The Greenstone Group currently owns 143,208,937 common shares of Gunnison, representing a 36.6% ownership interest, which will be fully divested following the offering [4] - Post-offering, the Greenstone Group will no longer hold any common shares of Gunnison, indicating a complete exit from its investment in the company [4] Group 3: Future Actions - Depending on market conditions, the Greenstone Group may acquire or dispose of securities of Gunnison in the future [5]

Core Viewpoint - Howard Hughes Holdings Inc. has announced a private placement offering of $1 billion in senior notes, which includes notes due in 2032 and 2034, to refinance existing debt and for general corporate purposes [1][2]. Group 1: Offering Details - The offering consists of senior notes with an aggregate principal amount of $1 billion, specifically the 2032 Notes and 2034 Notes [1]. - The net proceeds from the offering will be used to redeem all outstanding 5.375% Senior Notes due 2028, covering premiums, accrued interest, and related expenses [2]. Group 2: Regulatory Information - The Notes are being offered in a private placement to qualified institutional buyers under Rule 144A of the Securities Act, and outside the U.S. to non-U.S. persons under Regulation S [3]. - The Notes have not been registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption [3][4]. Group 3: Company Overview - Howard Hughes Holdings Inc. is focused on long-term shareholder value through its real estate platform, owning and developing various commercial and residential properties across the U.S. [5]. - The company’s portfolio includes master planned communities and development opportunities in locations such as Greater Houston, Las Vegas, Greater Phoenix, Honolulu, and Columbia, Maryland [5].

Core Viewpoint - Surge Battery Metals Inc. has successfully closed a non-brokered private placement, raising a total of $25,000,000 to support its Nevada North Lithium Project and enhance its financial position [1][3]. Group 1: Private Placement Details - The private placement raised gross proceeds of $19,999,800 through the LIFE Offering by issuing 22,222,200 units at a price of $0.90 per unit [1]. - An additional $5,000,202 was raised through a Concurrent Offering by issuing 5,555,780 units at the same price of $0.90 per unit [1]. - Each Offered Unit consists of one common share and one-half of a common share purchase warrant, with each full warrant allowing the purchase of one common share at an exercise price of $1.35 until February 3, 2029 [2]. Group 2: Use of Proceeds - The proceeds from the private placement will be allocated to costs related to the preliminary feasibility study and definitive feasibility study for the Nevada North Lithium Project, as well as general working capital [5]. Group 3: Financial Advisor and Finder's Fees - The company paid aggregate finder's fees of $1,206,171.86 and issued 1,307,243 finder's warrants, each exercisable for one common share at a price of $1.35 until February 3, 2029 [4]. Group 4: Insider Participation - Insiders participated in the Concurrent Offering, which is classified as a "related party transaction" but is exempt from formal valuation and minority shareholder approval requirements due to its fair market value being below 25% of the company's market capitalization [6].

Core Viewpoint - Casa Minerals Inc. has successfully closed the first tranche of its non-brokered private placement, raising gross proceeds of $614,625 through the issuance of 4,917,000 units at a price of $0.125 per unit [1] Group 1: Offering Details - Each unit consists of one common share and one common share purchase warrant, with each warrant allowing the holder to acquire an additional share for two years until February 04, 2028 [2] - The warrant exercise price is set at $0.15 per share for the first three months, increasing to $0.20 per share thereafter for the remaining period [2] - A Finder's Fee of $24,000 has been paid to registered financial institutions involved in the offering [3] Group 2: Use of Proceeds - Net proceeds from the offering will be allocated for general administration, exploration, and development activities on the Company's projects located in Arizona and British Columbia, Canada [4] - The Company plans to continue raising the remaining placement in the upcoming week [4] Group 3: Company Overview - Casa Minerals Inc. is focused on the acquisition, exploration, and development of mineral properties in Canada and the USA, holding a 90% interest in the Congress gold mine in Arizona and a 100% interest in the Pitman polymetallic property in British Columbia [6] - The Company also has an option to acquire a 75% interest in the Arsenault VMS Property in British Columbia [6]

Core Viewpoint - TAG Oil Ltd. has increased its brokered offering to $10,000,000 due to strong investor demand, with units priced at $0.10 each [1] Offering Details - The offering consists of $5,640,000 under a prospectus-exempt LIFE Offering and $4,360,000 under a private placement [1] - Each unit includes one common share and one warrant, allowing the purchase of an additional common share at $0.13 for 48 months [2] - The Agents have an option to increase the private placement by up to $1,500,000 [4] Use of Proceeds - Proceeds will be used for appraisal and development activities at the Badr Oil Field and Southeast Ras Qattara concessions in Egypt, as well as for working capital [3] - Specific activities include drilling a new vertical well at BED-1 and conducting a Diagnostic Fracture Injectivity Test at SERQ [3] Regulatory and Closing Information - The closing of the offerings is expected around February 16, 2026, pending necessary regulatory approvals [8] - The LIFE Offering will be available in all Canadian provinces except Quebec and other qualifying jurisdictions, including the U.S. [5][7] Agent Compensation - Agents will receive an 8.0% cash commission on gross proceeds and broker warrants equal to 8.0% of units sold [9][10]

Core Viewpoint - Compass Gold Corporation has announced a private placement offering to raise between approximately $4 million and $5 million through the sale of units priced at $0.19 each [1][3]. Group 1: Offering Details - The offering consists of a minimum of 21,052,630 and a maximum of 26,315,800 units, each unit comprising one common share and one common share purchase warrant [1][2]. - Each warrant allows the holder to purchase one common share at a price of C$0.25 within three years following the closing date [2]. - The offering is expected to close around February 12, 2026, subject to regulatory approvals and the execution of a definitive agency agreement [5]. Group 2: Use of Proceeds - Net proceeds from the offering will be allocated for the evaluation and establishment of a gold processing facility at the Massala prospect, drilling, completion of a metallurgical study, bulk sampling, and general corporate purposes [3]. Group 3: Additional Offering Options - The company has granted the agent an option to sell up to an additional 3,947,370 units at the same offering price, potentially raising an additional gross amount of approximately $750,000 [4]. Group 4: Regulatory Compliance - The units will be offered in compliance with National Instrument 45-106, allowing for sales to purchasers in Canada and other jurisdictions without a hold period under applicable Canadian securities laws [6]. Group 5: Company Background - Compass Gold is a public company incorporated in Ontario, holding gold exploration permits in Mali, with a total land holding of 900 square kilometers [9]. - The company's exploration activities are focused on the Sikasso Property, located in a region with several multi-million-ounce gold projects [9].

Core Viewpoint - Meta Critical Minerals Inc. is initiating a non-brokered private placement offering of up to 30,000,000 units at a price of $0.20 per unit, aiming to raise up to $6,000,000, with Revere Securities LLC acting as a strategic advisor [1][4]. Group 1: Offering Details - Each unit consists of one common share and one transferable common share purchase warrant, with each warrant allowing the purchase of an additional common share at $0.30 for two years [2]. - The company holds an acceleration right for the warrants, which can be triggered if the common shares close at $0.45 or above for 10 consecutive trading days, allowing the company to notify warrant holders of an expiration date [3]. - Finder's fees may be paid to eligible finders in accordance with applicable securities laws and Canadian Securities Exchange policies [4]. Group 2: Use of Proceeds - Proceeds from the offering are intended to advance the company's various projects, marketing efforts, and general working capital [4]. Group 3: Company Overview - Meta Critical Minerals Inc. focuses on acquiring, exploring, and developing critical-mineral assets, targeting commodities essential for advanced manufacturing and electrification [7]. - The company's assets are located in regions with strong demand for critical minerals, including North America and Central-East Asia, emphasizing near-term production potential and disciplined capital allocation [7].

Core Viewpoint - Prince Silver Corp. has increased its non-brokered private placement from $3,000,000 to up to $4,750,000 due to strong investor demand [1][2]. Group 1: Offering Details - The Offering consists of units priced at $0.70 per Unit, each comprising one common share and one-half of a common share purchase warrant [3]. - Each whole warrant allows the holder to acquire one additional common share at $1.00 for two years, with an acceleration clause if the share price exceeds $1.40 for 10 consecutive trading days [3]. - The Company may issue up to 6,785,714 Units for total gross proceeds of up to $4,750,000, subject to regulatory approval [4]. Group 2: Use of Proceeds - Proceeds from the Offering are intended for advancing the next phase of drilling at the Prince Silver Project, completing a maiden mineral resource estimate, conducting ongoing metallurgical work, and general working capital [5]. Group 3: Company Overview - Prince Silver Corp. is focused on silver exploration, advancing its Prince Silver-Zinc-Manganese-Lead Mine in Nevada, which has been historically drill tested by over 129 holes [6]. - The Company also holds an interest in the Stampede Gap Project, a copper-gold-molybdenum porphyry system, indicating a focus on high-potential exploration assets [6].