00:01:50 EST Fri 05 Dec 2025
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or Name
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CA



Galleon Gold Corp (2)
Symbol GGO
Shares Issued 76,806,922
Close 2025-12-04 C$ 0.69
Market Cap C$ 52,996,776
Recent Sedar Documents

Galleon Gold closes financings for $30-million

2025-12-04 20:44 ET - News Release

Mr. David Russell reports

GALLEON GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED $30M FINANCING WITH LEAD ORDERS FROM PAN AMERICAN SILVER AND ERIC SPROTT

Galleon Gold Corp. has closed its previously announced equity financings, consisting of: (i) a non-brokered private placement with Pan American Silver Corp.; and (ii) a best efforts private placement.

Under the offerings, the company issued an aggregate of 50 million units of the company at a price of 60 cents per unit for total gross proceeds of $30-million. Of this amount, 31.25 million units were issued pursuant to the brokered offering, including the full exercise of the overallotment option, and 18.75 million units were issued pursuant to the private placement.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of 75 cents per common share until Dec. 4, 2027.

The net proceeds of the offerings, together with existing cash and cash equivalents, will be applied to advance exploration activities on the West Cache gold project. The majority of the net proceeds will be allocated to surface infrastructure and development work required to support the bulk sample. The remaining balance of the net proceeds will be used for general corporate purposes and working capital.

Strategic participation from lead investors

The offerings received strong support from cornerstone mining investors, including:

  • Pan American Silver subscribed for $11.25-million in the private placement. Pan American Silver has agreed not to convert its convertible debenture or to exercise its warrants to the extent that it will own (together with any person acting jointly or in concert with the it), directly or indirectly, more than 19.9 per cent of the issued and outstanding common shares immediately following such exercise until the disinterested shareholders of the company have approved Pan American Silver as a control person of the company at the next annual general and special meeting of the company. If Pan American Silver is approved as a control person of the company, Pan American Silver will then own 19.60 per cent and 29.68 per cent of the common shares on a fully and partially diluted basis, respectively.

Eric Sprott subscribed for $3-million in the brokered offering.

Chief executive officer comment

David Russell, president and CEO of Galleon Gold, commented: "We are very pleased to have closed this financing with the continued participation of Pan American Silver and the strong support of respected mining investors, including Michael Gentile, alongside several other institutional investors. Their involvement underscores the quality of the West Cache gold project and our strategy to advance it toward development in a disciplined, value-focused approach."

The brokered offering was led by Cormark Securities Inc. on behalf of a syndicate of agents, including Canaccord Genuity Corp. and Haywood Securities Inc. In consideration for the services provided by the agents in connection with the brokered offering, the company paid to the agents an aggregate cash commission of $1,106,640 and issued to the agents an aggregate of 1,844,400 broker warrants of the company. Each broker warrant is exercisable to acquire one common share at a price of 60 cents per common share until Dec. 4, 2027.

Directors, officers and other insiders of the company subscribed for a total of 5.55 million units for aggregate gross proceeds of $3.33-million. The participation of insiders in the offerings constitutes a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, in respect of the related party participation in the offerings, 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, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).

Pan American Silver acquired the units for investment purposes. Pan American Silver has a long-term view of the investment and may acquire additional securities of the company, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Pan American Silver's early warning report will appear on the company's profile on SEDAR+ and may also be obtained by calling Siren Fisekci, vice-president, investor relations and corporate communications, for Pan American Silver, at 604-806-3191. Pan American Silver shall only be entitled to exercise its warrants to the extent that it owns (together with any person acting jointly or in concert with it), directly or indirectly, not more than 19.9 per cetn of the issued and outstanding common shares immediately following such exercise until such time as shareholders of the company have approved Pan American Silver as a control person of the company in accordance with the requirements of the TSX Venture Exchange. Pan American Silver and the company have also amended the convertible debenture Pan American Silver holds to include the same restriction provision. At the time the units were issued to Pan American Silver, it beneficially owned and controlled common shares representing an aggregate of 17,777,777 common shares of the company, representing approximately 18.66 per cent of the company's outstanding common shares on a partially diluted basis. Pan American Silver now beneficially owns and controls common shares, convertible debentures and warrants, representing an aggregate of 45,902,777 common shares of the company, and upon a successful shareholder vote at the next annual general meeting of the company to make Pan American Silver a control person, Pan American Silver will own 19.60 per cent and 29.68 per cent of the common shares on a fully and partially diluted basis, respectively.

Hold period and approvals

The units issued pursuant to the brokered offering were issuing either: (a) in respect of units issued to Canadian purchasers, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption; or (b) in respect of units issued to purchasers in the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; or (c) in respect of Units issued to purchasers in certain other jurisdictions outside of Canada and the United States, pursuant to OSC Rule 72-503. The common shares and the warrant shares underlying the units sold to purchasers resident in Canada pursuant to the listed issuer financing exemption are immediately freely tradeable in accordance with applicable Canadian securities legislation. Securities issued under the private placement are subject to a statutory hold period of four months and one day from the date of issuance, ending April 5, 2026, in accordance with applicable Canadian securities laws.

The offering remains subject to final approval of the TSX Venture Exchange.

About Galleon Gold Corp.

Galleon Gold is a Canadian exploration and development company focused on advancing its 100-per-cent-owned West Cache gold project, located west of Timmins, Ont., a prolific and well-established mining camp with excellent infrastructure and access to skilled labour. The company's strategy is to derisk and advance West Cache through resource expansion, engineering studies and permitting, with the objective of realizing long-term value for shareholders.

We seek Safe Harbor.

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