Lannister Mining Corp.

F-1/A 1 ea0297030-f1a12_lannister.htm AMENDMENT NO. 12 TO FORM F-1

**As filed with the U.S. Securities and Exchange Commission on July 22, 2026 **

Registration No. 333-281149

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 12

TO

FORM F-1

**REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

1055 West Georgia Street, # Suite 1500

Vancouver, British Columbia V6E 4N7

778-788-2745

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

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, 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 effective 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 statement number of the earlier effective registration statement the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

$15,000,000 Units

3,000,000****Units

Each Unit Consisting of One Common Share and One Warrant to Purchase One Common Share

We are offering $15,000,000 of Units, each Unit consisting of one share of our Common Share, no par value per share, and a Warrant to purchase one Common Share. Each Common Share is being sold together with one Warrant to purchase one Common Share. Each whole share exercisable pursuant to the Warrants will have an exercise price per share at $[*], equal to 125% of the initial public offering price. The Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Units will not be certificated. The Common Shares and related Warrants are immediately separable and will be issued separately, but must be purchased together as a Unit in this offering. We anticipate that the initial public offering price will be between US$4 and US$6 per Unit. We are offering 3,000,000 Units, assuming an initial public offering price of US$5 per Unit (which is the midpoint of the estimated range of the initial public offering price).

Currently, no public market exists for our Common Shares and Warrants. We have applied to list our Common Shares on the NYSE American under the symbol “DRIL” and plan to apply to list our Warrants on the NYSE American under the symbol “DRILW.” We will not close this offering unless the NYSE American has approved our Common Shares and Warrants for listing.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being a Foreign Private Issuer.”

Investing in our Common Shares and Warrants (collectively, “Securities”) involves a high degree of risk. See “Risk Factors” beginning on page 30 of this prospectus for a discussion of information that should be considered in connection with an investment in our Securities.

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.

We have granted a 45 day option to the representatives of the underwriters to purchase up to an additional 450,000 Common Shares and/or up to 450,000 additional Warrants (equal to 15% of the Common Shares and Warrants underlying the Units sold in the offering) in any combination thereof, solely to cover over-allotments, if any at the public offering price less the underwriting discount and commissions. If the representatives of the underwriters exercises the option in full, the total underwriting discounts and commissions will be US$ and the additional proceeds to us, before expenses, from the over-allotment option exercise will be US$ .

The underwriters expect to deliver the Securities to purchasers on or about , 2026.

The date of this prospectus is , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of Units.

For investors outside the United States: Neither we, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Units and the distribution of this prospectus outside the United States.

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

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QUALIFIED PERSONS STATEMENT

Some technical mining information contained herein with respect to the Basin Gulch Property is derived from the report titled “S-K 1300 Technical Report: The Basin Gulch Property, Granite County, Montana, USA” prepared for us with an effective date of October 1, 2023. We refer to this report herein as our S-K 1300 Report. Each of Michael B. Dufresne, M.Sc., P. Geol., P.Geo. and Dean J. Besserer, B.Sc., P.Geo. have approved and verified the technical mining information related to the Basin Gulch Property contained in the S-K 1300 Report and reproduced in this prospectus.

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