Galloper Gold Announces Closing of Non-Brokered Private Placement
900, 885 West Georgia St.
Vancouver, B.C., V6C 3H1,
778-655-9266, [email protected]
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
GALLOPER GOLD ANNOUNCES CLOSING OF NON-
BROKERED PRIVATE PLACEMENT
VANCOUVER, Canada (July 10, 2024) – Galloper Gold Corp. ( CSE: BOOM) (“ Galloper Gold ” or
the “ Company ”) announces that it has completed its previously announced non-brokered private placement
(the “ Offering ”), as described in its news release of May 23, 202 4, pursuant to which it has issued an
aggregate of 10,000,000 units (each, a “ Unit ”) at a price of $0.08 per Unit, for aggregate gross proceeds of
$800,000. Due to increased interest, the size of th e Offering was increased from $750,000, the amount
initially anticipated in the news release of May 23, 2024.
Each Unit comprises one common share in the capital of the Company (each, a “ Share ”) and one half of
one non-transferable share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to
purchase one additional Share in the capital of the Company (each, a “ Warrant Share ” and collectively
with the Units, Shares and Warrants, the “ Securities ”) for a period of 24 months from the closing date at
an exercise price of $0.15 per Warrant Share, subje ct to the Acceleration Provision (as defined below) . If
the daily trading price of the Shares on the Canadi an Securities Exchange (“ Exchange ”) (or such other
exchange on which the Shares may be traded at such time) is $0.25 or greater per Share for ten (10)
consecutive trading days, the Company, within five days of such event, may accelerate the expiry date of
the Warrants by giving notice via news release to t he holders thereof and, in such case, the Warrants will
expire on the first day that is 30 calendar days after the date on which the news release is disseminated by
the Company (the “ Acceleration Provision ”).
The Company paid cash finder’s fees of an aggregate of $14,694.40 and issued an aggregate of 183,680
share purchase warrants (each, a “ Finder’s Warrant ”) to certain finders in connection with the closin g of
the Offering. Each Finder’s Warrant is exercisable into one Share (each, a “ Finder’s Warrant Share ”) at
a price of $0.15 per Finder’s Warrant Share for a period of 24 months from the date of issuance, subject to
the Acceleration Provision.
The Company intends to use the aggregate gross proc eeds for general and administrative purposes and
marketing and investor relations expenses, and may, if warranted, be used for further exploration of t he
company’s mineral exploration projects.
The Securities issued under the Offering, including the Warrant Shares and Finder’s Warrant Shares tha t
may be issuable on exercise of the Warrants and Finder’s Warrants, as applicable, are subject to a statutory
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hold period expiring on November 10, 2024, pursuant to applicable securities laws and the policies of the
Exchange.
None of the securities sold in connection with the Offering will be registered under the United States
Securities Act of 1933, as amended, and no such sec urities may be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements. This news release s hall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On behalf of the Board of Directors,
Mr. Mark Scott
CEO and Director
Galloper Gold Corp.
Company Contact [email protected] , 778-655-9266
Forward-Looking, Cautionary Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any
of the words “anticipate”, “plan”, “continue”, “exp ect”, “estimate”, “objective”, “may”, “will”, “proj ect”, “should”,
“predict”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this
news release contains forward-looking statements concerning, without limitation, statements relating to the Offering and
its terms, including the intended use of proceeds o f the Offering; the expiry of hold periods for secu rities distributed
pursuant to the Offering; and other matters regarding the business plans of the Company. Although the Company believes
that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the Company cannot give any assurance that they will
prove correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions,
risks and uncertainties, including the risk that th e proceeds of the Offering may not be used as state d herein. Actual
results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These
assumptions and risks include, but are not limited to, assumptions and risks associated with mineral e xploration
generally, risks related to capital markets, risks related to the state of financial markets or future metals prices and the
other risks described in the Company’s publicly filed disclosure.
Management has provided the above summary of risks and assumptions related to forward-looking statements in this
news release in order to provide readers with a more comprehensive perspective on the Company’s future operations.
The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied
by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive
from them. These forward-looking statements are made as of the date of this news release, and, other than as required
by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or results or otherwise.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.