Toronto, Ontario--(Newsfile Corp. - October 20, 2026) - Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the "Company" or "Galleon Gold") is pleased to announce that, in connection with the previously announced upsize of its bought deal private placement (the "Bought Deal Offering"), the concurrent non-brokered private placement offering of common shares (the "Shares") to Pan American Silver Corp. ("Pan American") at a price of $1.12 per Share (the "Offer Price") has also been upsized from 4,241,071 Shares to up to 6,250,000 Shares at the Offer Price, for total gross proceeds of up to $7,0000,000 (the "Non-Brokered Offering"). The final number of Shares issued pursuant to the Non-Brokered Offering will depend on the extent to which the over-allotment option granted under the Bought Deal Offering is exercised, and will be determined concurrently with the closing of the Bought Deal Offering.
The Company intends to use the gross proceeds from the sale of Shares for advancement of the West Cache Gold Project and for working capital and general corporate purposes.
More information regarding the Bought Deal Offering and the Non-Brokered Offering (together, the "Offerings") may be found in the Company's press releases dated October 19, 2026. The Company will file an amended and restated offering document relating to the Bought Deal Offering, which will be accessible under the Company's profile at www.sedarplus.ca and on the Company's website at www.galleongold.com. The Offerings are expected to close concurrently on or about November 3, 2026 (the "Closing Date"), or on such other date as may be agreed to by the Company and ATB Cormark Capital Markets with respect to the Bought Deal Offering, and by the Company and Pan American with respect to the Non-Brokered Offering, in each case subject to compliance with applicable securities laws. The completion of each of the Offerings is subject to certain customary closing conditions, including receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The completion of the Non-Brokered Offering is conditional on the completion of the Bought Deal Offering. The Bought Deal Offering is not conditional on the completion of the Non-Brokered Offering.
Pan American Silver is a related party of the Company for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the Non-Brokered Offering will constitute a "related party transaction" for the Company under MI 61-101. In connection with the issuance of the HD Shares under the Non-Brokered Offering, the Company will rely on the exemption from the formal valuation requirement of MI 61-101 contained in section 5.5(b) as the Company's Common Shares are not listed in a specified market and the Company will rely on the exemption from the minority shareholder approval requirement of MI 61-101 contained in section 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, will exceed 25% of the Company's market capitalization (as determined under MI 61-101). The securities sold to Pan American pursuant to the Non-Brokered Offering will be issued pursuant to exemptions from the prospectus requirements under NI 45-106 and the registration requirements of the U.S. Securities Act, and will be subject to a hold period of four months and one day from the Closing Date under applicable Canadian securities laws.
The securities have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act), absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Galleon Gold
Galleon Gold is advancing the West Cache Gold Project with a disciplined, de-risking strategy centered on resource growth and an upcoming 86,500-tonne bulk sample program, positioning the Company to unlock long-term shareholder value.
For further information:
Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
info@galleongold.com
www.galleongold.com
Investor Relations
North Star Investor Relations
Graham Farrell
T. (416) 842-9003
graham@northstarir.ca
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 expected timing and completion of the Offerings and the anticipated use of proceeds of the Offerings. 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, including but not limited to, the timely receipt of all necessary regulatory approvals, the satisfaction of customary closing conditions and general economic and market conditions remaining consistent with the Company's expectations.
Some of the statements contained herein may be forward-looking statements, which involve known and unknown risks and uncertainties. Forward-looking information includes, but is not limited to, statements with respect to the completion of the Offerings and the timing in respect thereof, the use of proceeds of the Offerings, timely receipt of all necessary approvals, including the approval of the TSX Venture Exchange, resale restrictions on the securities being offered under the Offerings, potential mineralization and resources, exploration results, expectations, plans, and objectives of Galleon Gold.
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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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