Galleon Gold Announces Closing of Oversubscribed $30M Financing with Lead Orders from Pan American Silver and Eric Sprott
Galleon Gold Announces Closing of
Oversubscribed $30M Financing with Lead
Orders from Pan American Silver and Eric
Sprott
Toronto, Ontario--(Newsfile Corp. - December 4, 2025) - Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90)
("
Galleon Gold
" or the "
Company
") is pleased to announce that it has closed its previously announced
equity financings, consisting of (i) a non-brokered private placement with Pan American Silver Corp. (the
"
Private Placement
") and (ii) a "best efforts" private placement (the "
Brokered
Offering
", and together
with the Private Placement, the "
Offerings
").
Under the Offerings, the Company issued an aggregate of 50,000,000 units of the Company (the
"
Units
") at a price of $0.60 per Unit for total gross proceeds of $30,000,000. Of this amount,
31,250,000 Units were issued pursuant to the Brokered Offering including the full exercise of the over-
allotment option and 18,750,000 Units were issued pursuant to the Private Placement.
Each Unit consists of one common share of the Company (a "
Common Share
") and one-half of one
Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant entitles the holder
to acquire one additional Common Share (a "
Warrant Share
") at an exercise price of $0.75 per
Common Share until December 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 Corp.
("
Pan American Silver
") subscribed for
$11,250,000
in the Private
Placement. Pan American Silver has agreed not to convert its convertible debenture or to exercise
its warrants to the extent that they will own (together with any person acting jointly or in concert with
the them), directly or indirectly, more than 19.9% 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%
and
29.68%
of the Common Shares on a
fully and partially diluted basis, respectively.
Eric Sprott
subscribed for
$3,000,000
in the Brokered Offering.
CEO 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. (the "
Lead Agent
") on behalf of a syndicate
of agents, including Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the "
Agents
").
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 (the "
Broker Warrants
"). Each Broker
Warrant is exercisable to acquire one Common Share at a price of $0.60 per Common Share until
December 4, 2027.
Directors, Officers and other insiders of the Company subscribed for a total of 5,550,000 Units for
aggregate gross proceeds of $3,330,000. 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
("
MI 61-101
"). 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% 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+ at
www.sedarplus.com
and may also be obtained by calling Ms. Siren Fisekci, VP,
Investor Relations & 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% 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% 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% and 29.68% of the Common Shares on a
fully and partially diluted basis, respectively.
Hold Period & 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
(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.
The securities have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the "
U.S. Securities Act
"), or any U.S. state securities laws, and may not be offered or
sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms
are defined in Regulation S under the U.S. Securities Act), absent registration under the U.S. Securities
Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This
news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Galleon Gold
Galleon Gold Corp. is a Canadian exploration and development company focused on advancing its
100%-owned
West Cache Gold Project
located west of Timmins, Ontario, a prolific and well-
established mining camp with excellent infrastructure and access to skilled labour. The Company's
strategy is to de-risk and advance West Cache through resource expansion, engineering studies, and
permitting, with the objective of realizing long-term value for shareholders. For more information, please
visit
www.galleongold.com
.
For further information:
Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
Investor Relations
North Star Investor Relations
Graham Farrell T. (416) 842-9003
Forward-Looking Information
This news release contains certain "forward-looking statements", as defined under applicable Canadian
securities laws, that reflect the current views and/or expectations of Galleon Gold with respect to the
expected timing and completion of the Offerings and the anticipated use of proceeds of the Offerings.
Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates
and forecasts about the business and the markets in which Galleon Gold operates.
Some of the statements contained herein may be forward-looking statements, which involve known and
unknown risks and uncertainties. Forward-looking information includes, but is not limited to, statements
with respect to the use of proceeds of the Offerings, including the repurchase of the royalty, resale
restrictions on the securities being offered under the Offerings, final approval of the Offerings by the
TSXV, whether the shareholders' vote at the next annual general meeting of the Company to make Pan
American Silver a control person will be successful, and potential mineralization and resources,
exploration results, expectations, plans, and objectives of Galleon Gold. The following are important
factors that could cause Galleon Gold's actual results to differ materially from those expressed or implied
by such forward-looking statements: changes in the world-wide price of mineral commodities, general
market conditions and uncertainty of access to additional capital, risks inherent in mineral exploration,
delays in the receipt of government approvals, risks associated with development, construction, mining
operations and third party contractor activities, risks related to unanticipated events related to health,
safety and environmental matters. There can be no assurance that forward-looking statements will prove
to be accurate, as actual results and future events may differ materially from those anticipated in such
statements. Galleon Gold undertakes no obligation to update such forward-looking statements if
circumstances or management's estimates or opinions should change.
The reader is cautioned not to
place undue reliance on such forward-looking statements.
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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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