Mr. R. David Russell reports
GALLEON GOLD RECEIVES INDICATIVE TERM SHEET FOR A $46 MILLION DEBT FACILITY FROM PAN AMERICAN SILVER AND ANNOUNCES $25 MILLION IN EQUITY FINANCINGS
Galleon Gold Corp. has: (a) executed an indicative term sheet for a $46-million debt facility from Pan American Silver Corp.; (b) agreed to issue and sell units of the company at a price of 60 cents per non-brokered unit to Pan American on a non-brokered private placement for proceeds of $10.25-million; and (c) entered into an agreement with Cormark Securities Inc., as lead agent and sole bookrunner, on behalf of itself and a syndicate of agent in connection with a best efforts private placement for aggregate gross proceeds of approximately $14.75-million. The proposed terms of the debt facility are subject to confidentiality restrictions and will be announced at the time of the committed facility.
The company intends to use the net proceeds from the financing to advance surface infrastructure and underground development related to the bulk sample program at its West Cache gold project, to repurchase a 3-per-cent net smelter return (NSR) royalty on the project (see news release dated Oct. 16, 2025), and for working capital and general corporate purposes.
The completion of each component of the financing is subject to customary conditions, including the negotiation and execution of definitive documentation, and the receipt of all necessary regulatory approvals, including final approval of the TSX Venture Exchange. The company expects the debt facility to be in place before Dec. 31, 2025. The offerings are expected to close concurrently on or about Dec. 4, 2025, or on such other date as may be agreed to by the company and the agents, with respect to the LIFE 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. Notwithstanding the foregoing, the closing of the LIFE offering must occur no later than the 45th day following the date of this news release. The closing of the offerings is not conditioned on the closing of the debt facility (and vice versa) and neither offering is conditional on the other closing. Further details on each component of the financing are set out below.
Non-brokered offering
Each non-brokered 60-cent unit issued pursuant to the non-brokered offering will consist of one common share of the company and one-half of one common share purchase warrant. Each non-brokered warrant shall entitle the holder thereof to purchase one common share at a price of 75 cents at any time before 5 p.m. Toronto time on the date that is 24 months following the closing date (as defined below). The common shares and non-brokered warrants comprising the non-brokered units sold to Pan American, as well as the common shares issuable upon exercise of the non-brokered warrants, will be subject to a four-month hold period pursuant to applicable Canadian securities laws.
LIFE offering
The LIFE offering will consist of the issuance and sale of 24,583,333 units of the company at a price of 60 cents per LIFE unit for gross proceeds of approximately $14.75-million. Each LIFE unit will consist of one common share and one-half of one common share purchase warrant. Each LIFE warrant shall entitle the holder thereof to purchase one common share at a price of 75 cents at any time before 5 p.m. Toronto time on the date that is 24 months following the closing date. The company has granted the agents an option, exercisable at their sole discretion in whole or in part, at any time prior to closing date, to increase the size of the LIFE offering to raise additional gross proceeds of up to $2,212,500.
The LIFE units will be offered pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, to purchasers in each of the provinces of Canada. The agents may also offer the LIFE units for sale in the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States, pursuant to applicable regulatory requirements and in accordance with OSC Rule 72-503, Distributions Outside Canada, provided that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such other jurisdictions. The common shares and LIFE warrants comprising the LIFE units sold under the listed issuer financing exemption to investors resident in Canada or to investors outside of Canada pursuant to OSC Rule 72-503, as well as the common shares issuable upon exercise of the LIFE warrants, will not be subject to a hold period pursuant to applicable Canadian securities laws.
There are English and French versions of an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.
Adviser
West Harbour Capital acted as the financial adviser to Galleon Gold on these transactions.
About Galleon Gold
Corp.
Galleon Gold is an advanced exploration and development company focused on the West Cache gold project in Timmins, Ont. The project is located seven kilometres northeast of Pan American Silver's Timmins West mine and 14 kilometres southwest of Discovery Silver's 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 provide valuable data for feasibility studies. Galleon Gold's strategy is to systematically derisk the project while continuing to grow the asset through grassroots exploration.
We seek Safe Harbor.
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