14:49:54 EDT Wed 15 May 2024
Enter Symbol
or Name
USA
CA



Galleon Gold Corp (2)
Symbol GGO
Shares Issued 65,348,008
Close 2024-04-19 C$ 0.19
Market Cap C$ 12,416,122
Recent Sedar Documents

Galleon closes $1.96-million final tranche of placement

2024-04-19 17:23 ET - News Release

Mr. R. David Russell reports

GALLEON GOLD COMPLETES $3M PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES WITH LEAD ORDER FROM ERIC SPROTT

Galleon Gold Corp. has closed a second and final tranche of a non-brokered private placement offering of convertible debenture units at a price of $1,000 per debenture unit. The second tranche consists of 1,968 debenture units for proceeds of $1,968,000. Aggregate gross proceeds from the first tranche, together with the second tranche, are $3-million from the issuance of 3,000 debenture units.

Comment from the chief executive officer

David Russell, chief executive officer and president of Galleon, commented: "We would like to thank our current shareholders who participated in this offering and welcome several new investors, including Michael Gentile. We would also like to acknowledge Eric Sprott for his consistent support of the company since 2020."

The offering

Each debenture unit consists of $1,000 in principal of convertible debentures and 3,030 common share purchase warrants of the company. Each warrant will be exercisable to acquire one common share of the company for a period of three years from the date of issuance at an exercise price of 25 cents per warrant share. The debentures will bear interest at a rate of 7.5 per cent per annum from the date of issuance until the maturity date (in each case calculated on the basis of a 365-day year; 366 days in a leap year) calculated and payable semi-annually in arrears, and will have a three-year term. Holders shall have the option to cause the company to redeem the debentures on the 24-month anniversary of the debentures by providing written notice to the company at least 15 days prior to the 24-month anniversary of the debentures.

During the term, the company will have the option to: (i) pay interest payments in cash; or (ii) make payments in kind by way of the issuance of common shares of the company at a price equal to the market price of the common shares at the time the accrued interest becomes payable.

As security for the debentures, the company will grant the holders a security interest in the gold contained in an ore stockpile located on the company's Golden Trove property. In particular, there will be an interest in 0.333 ounce of contained gold for each $1,000 principal amount of debenture.

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 a conversion price equal to 16.5 cents per common share.

Mr. Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, and an insider of the corporation, acquired 750 units for $750,000 under the offering. The participation of the insiders in the offering constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the requirements to obtain a formal evaluation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued exceeds 25 per cent 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 $64,500 and 390,909 non-transferable finders' warrants have been paid in connection with the second tranche of the offering. Each finder's warrant entitles the holder to acquire one common share at 16.5 cents per share over a two-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, Ont., and for general working capital purposes.

The debentures, warrants and underlying common shares will be subject to a hold period of four months and one day in accordance with applicable securities laws. The offering is subject to the final acceptance of the TSX Venture Exchange.

About Galleon Gold Corp.

Galleon is an advanced exploration and development company focused on the West Cache gold project in Timmins, Ont. The West Cache gold project is located seven kilometres northeast of Pan American Silver's Timmins West mine and 14 kilometres southwest of Newmont's Hollinger mine. A 2022 preliminary economic assessment for the project demonstrates strong economics. The company is in the process of planning and permitting for an 86,500-tonne underground bulk sample. Mr. Sprott owns approximately 21 per cent of the company's outstanding common shares.

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