Toronto, Ontario--(Newsfile Corp. - July 9, 2025) - Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the "Company" or "Galleon Gold") is pleased to announce that it has closed the first tranche of its non-brokered private placement offering of convertible debentures (the "Offering") previously announced on July 2, 2025 and July 7, 2025. The Company has issued 130 convertible debentures (the "Debentures") for gross proceeds of $6,500,000. The remaining subscription of $1,000,000 is expected to close shortly.
Comment from the CEO
David Russell, CEO and President of Galleon Gold comments, "We would like to welcome our new investors and thank the current shareholders who also participated in the Offering, including Eric Sprott and Michael Gentile. We look forward to providing updates on the West Cache bulk sample program as we start the surface development."
The Offering
The Debentures have a term of 36 months (the "Term") from the date of issuance, bear interest at a rate of 8.0% per annum payable in cash or Common Shares at the option of the investor at the end of the Term. The Debentures are convertible into common shares of the Company (the "Common Shares") at $0.30 per share (the "Conversion Price").
At any time during the Term, each holder of Debentures may elect to convert any portion of the principal amount of the Debentures into Common Shares at the Conversion Price. If an investor exercises the Debentures prior to the end of the Term the accrued interest to that date will be payable in Common Shares and the price will be based on the higher of the average closing price of the last 20 trading days or the closing market price.
Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, and an insider of the Corporation, acquired 20 Debentures for $1,000,000 and an officer of the Company also acquired 2 Debentures under the Offering for $100,000. The participation of the insiders in the Offering constituted "related party transactions" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the insider participation contained in sections 5.5 (a) and 5.7 (1) (a) of MI 61-101, as neither the fair market value of the securities issued to the related parties, nor the fair market value of the consideration for the securities issued exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101. The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the expected closing date of the Offering as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the Offering as expeditiously as possible.
Finders' fees consisting of a cash commission of $369,000 and 1,230,000 non-transferrable finders' warrants have been paid in connection with this closing of the Offering. Each finder warrant entitles the holder to acquire one common share at $0.36 per share over a two (2) year period.
The Company intends to use the proceeds raised from the Offering for the exploration and advancement of the Company's West Cache Gold Project in Timmins, Ontario and for general working capital purposes.
The Debentures, Finder's Warrants, if applicable, the underlying Common Shares, will be subject to a hold period of four months and one day from the date of closing in accordance with applicable securities laws. The Offering is subject to the final acceptance of the TSX Venture Exchange.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Galleon Gold
Galleon Gold is an advanced exploration and development company focused on the West Cache Gold Project in Timmins, Ontario. The Project is located 7 km northeast of Pan American Silver's Timmins West Mine and 14 km southwest of the Hollinger Mine. The Company is gearing up for its first test mining at West Cache; the 86,500-tonne underground bulk sample is designed to produce 22,600 ounces of gold (prior to recoveries) and provide valuable data for pre-feasibility studies. Galleon Gold's strategy is to systematically derisk the Project while continuing to grow the asset through grassroots exploration.
For further information:
Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
info@galleongold.com
www.galleongold.com
Forward-Looking Statements
This news release contains certain "forward-looking statements," as defined under applicable Canadian securities laws, that reflect the current views and/or expectations of Galleon Gold with respect to the Offering, the use of proceeds from the Offering, the expected closing of second tranche of the Offering, its long-term strategy, proposed work, plans, bulk sample program and other reports including the PEA for its projects. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which Galleon Gold operates. Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, expectations, plans, and objectives of Galleon Gold are forward-looking statements that involve various risks. The following are important factors that could cause Galleon Gold's actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world-wide price of mineral commodities, general market conditions and uncertainty of access to additional capital, risks inherent in mineral exploration, delays in the receipt of government approvals, risks associated with development, construction, mining operations and third party contractor activities, risks related to unanticipated events related to health, safety and environmental matters. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Galleon Gold undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to United States Newswire Services or for dissemination in the United States
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SOURCE: Galleon Gold Corp.
