SecProbe.io

March 4, 2025
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 5 to Offering Statement on Form 1-A
Filed February 20, 2025
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following
comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 6, 2025 letter.
Amendment No. 5 to Offering Statement on Form 1-A filed February 20, 2025
Dilution, page 18
1.Please revise your calculation of Net tangible book value as of August 31, 2024 to
remove Total liabilities as of August 31, 2024 to align the calculation with the
standard definition.
Use of Proceeds, page 21
2.We note your response to prior comment 5. Please similarly correct and update
the Gross Offering Proceeds in your 75% column.

March 4, 2025
Page 2
Description of Property
Talawaan Property, page 26
3.Please correct the date of the "agreement dated June 19, 2021" to the correct date of
June 21, 2024. Additionally, disclose when the transaction closed and became
effective. We note the disclosure in Note 9 on page F-12 that the Company completed
its acquisition in December 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Private Offering of Common Stock, page 40
4.You appear to have revised Item 4 of Part I in response to prior comment 7.
However, prior comment 7 referred to Item 6(c)(1) of Part I, and we reissue
that comment below. Also, in order to be consistent with Parts II and III of your
offering circular (which, reflects registration of a $500,000 resale offering) please
restore your Item 4 disclosure as it appeared in Amendment No. 4 or advise.

We note your disclosure that, on April 3, 2024, you offered and sold a total of
13,750,000 shares of common stock in a private offering to accredited investors under
Rule 506 (b) under Regulation D at price of $0.02 per share, for total proceeds of
$275,000, and that, on November 19, 2024, you closed an additional private offering
of 8,750,000 shares of common stock to accredited investors under Rule 506 (b) under
Regulation D at price of $0.02 per share, for total proceeds of $175,000. We note that
this amounts to $450,000 in total proceeds during 2024. This does not appear to be
consistent with your disclosure at Item 6(c)(1) of Part I of Form 1-A, which reflects
aggregate consideration for which the securities were issued of $500,000 within one
year. Please revise or advise.
2. Investment in Talawaan Project, page F-11
5.We note your expanded disclosure on page 26 regarding the Talawaan Property, the
Joint Operating Agreement dated June 19, 2024 and its Amendment dated October 14,
2024 filed as Exhibits 6.2 and 6.3 to Amendment No. 4 to Offering Statement
on Form 1-A filed January 13, 2025. Please revise and expand Note 2 to disclose
material terms of the Joint Operating Agreement and its Amendment. For example:

•Disclose the date the transaction closed and became effective;
•Correct the term of the agreement to 25 years;
•Correct the number of hectares to 10 and indicate the expected expansion to
50 hectares in April 2025;
•Disclose the $350,000 payment for the remaining 30% interest in the mining
operations;
•Disclose the quarterly transfer of excess income generated by the mining
operations to the Company by the operating partner; and
•Disclose the quarterly 25% royalty payment on net profit generated.

March 4, 2025
Page 3
Consolidated Financial Statements for the Quarters Ended August 31, 2024 and 2023
4. Funds held by operating partner for reinvestment, page F-11
6.Please revise Note 4 to address the changes resulting from the Joint Operating
Agreement and its Amendment. In this regard, we note that the operating partner will
no longer hold funds for reinvestment and that the balance will be converted via a
debt for equity swap of approximately $20 million.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joe Laxague