2766604 Ontario D $1.44M in equity / options, sold $1.44M, 44 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001905072

2766604 Ontario Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

2766604 Ontario Ltd.

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
2766604 Ontario Ltd.
Street Address 1		Street Address 2
1100 RUSSELL STREET, SUITE 200
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
THUNDER BAY	ONTARIO, CANADA	P7B 5N2	(416) 712-5151

3. Related Persons

Last Name	First Name	Middle Name
Begeman	John
Street Address 1	Street Address 2
1100 Russell Street, Suite 200
City	State/Province/Country	ZIP/PostalCode
Thunder Bay	ONTARIO, CANADA	P7B 5N2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gowans	James	K.
Street Address 1	Street Address 2
1100 Russell Street, Suite 200
City	State/Province/Country	ZIP/PostalCode
Thunder Bay	ONTARIO, CANADA	P7B 5N2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McCarthy	Christina
Street Address 1	Street Address 2
1100 Russell Street, Suite 200
City	State/Province/Country	ZIP/PostalCode
Thunder Bay	ONTARIO, CANADA	P7B 5N2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Filipovic	Steve
Street Address 1	Street Address 2
1100 Russell Street, Suite 200
City	State/Province/Country	ZIP/PostalCode
Thunder Bay	ONTARIO, CANADA	P7B 5N2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))
	Rule 504 (b)(1)(i)
	Rule 504 (b)(1)(ii)
	Rule 504 (b)(1)(iii)
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2021-12-29	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		SUBSCRIPTION RECEIPTS, AUTOMATICALLY CONVERTIBLE INTO SHARES OF COMMON STOCK

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
Canaccord Genuity Corp.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
535 Madison Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Cormark Securities Inc.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
200 Bay Street, Suite 1800
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5J 2J2
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Sprott Capital Partners LP	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
1910 Palomar Point Way, Suite 200
City	State/Province/Country	ZIP/Postal Code
Carlsbad	CALIFORNIA	92008
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
Echelon Wealth Partners Inc.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
1 Adelaide Street E., Suite 2000
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5C 2V9
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
BMO Investorline Inc.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
51 Nelson Street
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5V 2B9
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
RBC Dominion Securities Inc.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
1104, 333 - 7th Avenue S.W.
City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 2Z1
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Haywood Securities Inc.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
200 Burrard Street, Suite 700
City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Raymond James Ltd.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Sprott Global Resource Investments Ltd.	35878
Street Address 1	Street Address 2
400 King Street W., Suite 5300
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 3Y2
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,436,230	USD	or Indefinite
Total Amount Sold	$1,436,230	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Converted into U.S. dollars using an exchange rate of C$1.2804 = US$1.00.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$86,174	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
2766604 Ontario Ltd.	/s/ Steve Filopovic	Steve Filopovic	Chief Financial Officer	2022-02-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.