Ms. Siren Fisekci of Pan American Silver reports
PAN AMERICAN SILVER: EARLY WARNING NEWS RELEASE
Pan American Silver Corp. has acquired ownership of 18.75 million units of securities of Galleon Gold Corp. for 60 cents per unit, pursuant to a non-brokered private placement, which was completed in connection with a brokered private placement by Galleon, all for an aggregate of 50 million units, with each unit comprising one common share of Galleon and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share at an exercise price of 75 cents per common share until Dec. 4, 2027.
Prior to the acquisition, Pan American owned, directly or indirectly, or exercised control or direction over, no common shares, but had the right to acquire 17,777,777 common shares pursuant to the debenture (as defined below), which represented approximately 18.66 per cent of the total number of issued and outstanding common shares on a partially diluted basis.
Immediately following the acquisition, Pan American now owns, directly or indirectly, or exercises control or direction over, 18.75 million common shares, 9,375,000 warrants and the debenture, which represent approximately 14.7 per cent of the total number of issued and outstanding common shares on a non-diluted basis and approximately 29.7 per cent of the total number of issued and outstanding common shares on a partially diluted basis. Pan American has agreed not to convert its debenture or exercise its warrants to the extent that Pan American would own (together with any person acting jointly or in concert with Pan American), 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 Galleon have approved Pan American as a control person.
Galleon had previously issued an unsecured convertible debenture to Pan American for $8-million on Aug. 13, 2025. The debenture has a term of 36 months from the date of issuance, bears interest at a rate of 10.0 per cent per annum, payable in cash or common shares at the option of Pan American, and is convertible into common shares at a price of 45 cents per common share. If the principal amount of the debenture is converted into common shares, it would result in the issuance of up to 17,777,777 common shares, subject to the terms and conditions of the debenture. If Pan American converted the principal amount of the debenture and exercised its warrants, Pan American would own 45,902,777 common shares, representing approximately 19.6 per cent and 29.7 per cent of the common shares on a fully and partially diluted basis, respectively.
The acquisition was made for investment purposes. Pan American has a long-term view of the investment and may acquire additional securities of Galleon, 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.
The foregoing disclosure regarding Pan American's holdings is being disseminated pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of an early warning report will be filed on Galleon's SEDAR+ profile and may be obtained by contacting Siren Fisekci, vice-president, investor relations and corporate communications, for Pan American, at 604-806-3191. Galleon's head office is at TD Canada Trust Tower, 161 Bay St., Suite 2700, Toronto, Ont., M5J 2S1.
About Pan American Silver Corp.
Pan American is a leading producer of silver and gold in the Americas, operating mines in Canada, Mexico, Peru, Brazil, Bolivia, Chile and Argentina. Pan American also owns a 44-per-cent joint venture interest in the Juanicipio mine in Mexico and a 100-per-cent interest in the Escobal mine in Guatemala that is currently not operating, and it holds interests in exploration and development projects. Pan American has been operating in the Americas for over three decades, earning an industry-leading reputation for sustainability performance, operational excellence and prudent financial management. Pan American is headquartered in Vancouver, B.C., and the company's shares trade on the New York Stock Exchange and the Toronto Stock Exchange under the symbol PAAS.
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