Galleon Gold Announces Brokered Private Placement for up to C$5.0 Million with Participation by Eric Sprott and Concurrent Share Consolidation
Galleon Gold Announces Brokered Private
Placement for up to C$5.0 Million with
Participation by Eric Sprott and Concurrent
Share Consolidation
Toronto, Ontario--(Newsfile Corp. - February 9, 2022) - Galleon Gold Corp. (TSXV: GGO) (the
"Company" or "Galleon Gold") is pleased to announce that it has entered into an agreement with Red
Cloud Securities Inc. (the "
Agent
") to act as sole agent and bookrunner in connection with a best efforts
private placement for gross proceeds of up to C$5,000,000 (the "
Offering
") and its intention to
complete a consolidation of its issued and outstanding common shares immediately prior to the closing
of the Offering on the basis of ten (10) existing common shares for one (1) post consolidation common
share (the "
Consolidation
").
The Offering will be comprised of the sale of any combination of the
following:
units of the Company (each, a "
Unit
") at a pre-Consolidation price of C$0.05 per Unit (C$0.50
post- Consolidation);
flow-through units of the Company (each, a "
FT Unit
") at a pre-Consolidation price of C$0.055 per
FT Unit (C$0.55 post-Consolidation); and
FT Units to be sold to charitable purchasers (each, a "
Charity FT Unit
") at a pre-Consolidation
price of C$0.07 per Charity FT Unit. (C$0.70 post-Consolidation)
Eric Sprott has indicated his intention to subscribe in the Offering.
The Units, FT Units and Charity FT Units shall collectively be referred to as the "
Offered Securities
".
Each Unit will consist of one common share of the Company (each a "
Unit Share
") and one half of one
common share purchase warrant (each whole warrant, a "
Warrant
"). Each FT Unit and Charity FT Unit
will consist of one common share of the Company to be issued as a "flow-through share" within the
meaning of the Income Tax Act (Canada) (each, a "
FT Share
") and one half of one Warrant. Each
Warrant shall entitle the holder to purchase one common share of the Company (each, a "
Warrant
Share
") at a pre-Consolidation price of C$0.075 (C$0.75 post-Consolidation) at any time on or before
that date which is 24 months after the closing date of the Offering.
The Agent will have an option, exercisable in full or in part up to 48 hours prior to the closing of the
Offering, to sell up to an additional C$1,000,000 in any combination of Offered Securities at the offering
prices (the "
Agent's Option
").
Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined
in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in
subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an
effective date not later than December 31, 2022, in the aggregate amount of not less than the total
amount of gross proceeds raised from the issue of FT Shares.
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, Ontario as well as for general working capital
purposes. The Offering is scheduled to close on or around March 2, 2022 and is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals including the approval of the
TSX Venture Exchange. The Unit Shares, FT Shares and Warrant Shares will have a hold period of four
months and one day from the closing date.
The Board has concluded that the Consolidation would be in the best interests of the shareholders as it
could lead to increased interest by a wider audience of potential investors and could better position the
Company to obtain financing and pursue acquisition opportunities. The Consolidation was previously
approved by shareholders but remains subject to the approval of the TSXV. The Company currently has
470,915,655 issued and outstanding common shares, and assuming no additional common shares are
issued prior to completion of the Consolidation (including under the Offering) upon completion of the
Consolidation there will be 47,091,565 common shares issued and outstanding. The Company will not
be changing its name in connection with the Consolidation.
The securities described herein have not been, and will not be, registered under the United States
Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the
United States except in compliance with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions therefrom. This press release
does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Galleon Gold
Galleon Gold is an exploration and development company focused on advancing the West Cache Gold
Project in Timmins, Ontario. The project is situated along the Porcupine-Destor gold belt, approximately
7 km northeast of Pan American Silver's Timmins West Mine and 14 km southwest of Newmont's
Hollinger Mine. Since acquiring the project the Company has demonstrated significant resource growth
while providing a strong valuation in its maiden Preliminary Economic Assessment. Permitting and
baseline studies in support of a bulk sample are currently underway. Eric Sprott holds approximately
23% of the Company's outstanding common shares.
For further information:
Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
www.galleongold.com
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. "Forward-looking information" includes, but is not limited to, statements with
respect to the activities, events or developments that the Company expects or anticipates will or may
occur in the future, including the expectation that the Offering will close in the timeframe and on the terms
as anticipated by management and the expectation that Eric Sprott will participate in the Offering.
Generally, but not always, forward-looking information and statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved" or the negative connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including
among others, that the Company will complete Offering in the timeframe and on the terms as anticipated
by management and that Eric Sprott will participate in the Offering. Although the assumptions made by
the Company in providing forward-looking information or making forward-looking statements are
considered reasonable by management at the time, there can be no assurance that such assumptions
will prove to be accurate and actual results and future events could differ materially from those
anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company's plans or
expectations include risks relating to the failure to complete the Offering in the timeframe and on the
terms as anticipated by management, that Eric Sprott will not participate in the Offering, market
conditions and timeliness regulatory approvals. Although the Company has attempted to identify
important factors that could cause actual results to differ materially from those contained in the forward-
looking information or implied by forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking
information and statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated, estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements or information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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