Galleon Gold Closes the First Tranche of a $7.5M Oversubscribed Private Placement of Convertible Debentures
Galleon Gold Closes the First Tranche of a
$7.5M Oversubscribed Private Placement of
Convertible Debentures
Toronto, Ontario--(Newsfile Corp. - July 9, 2025) -
Galleon Gold Corp.
(TSXV: GGO) (FSE: 3H90) (the
"
Company
" or "
Galleon Gold
") is pleased to announce that it has closed the first tranche of its non-
brokered private placement offering of convertible debentures (the "
Offering
") previously announced on
July 2, 2025 and July 7, 2025. The Company has issued 130 convertible debentures (the "
Debentures
")
for gross proceeds of $6,500,000.
The remaining subscription of $1,000,000 is expected to close
shortly.
Comment from the CEO
David Russell, CEO and President of Galleon Gold comments,
"We would like to welcome our new
investors and thank the current shareholders who also participated in the Offering, including Eric
Sprott and Michael Gentile. We look forward to providing updates on the West Cache bulk sample
program as we start the surface development."
The Offering
The Debentures have a term of 36 months (the "
Term
") from the date of issuance, bear interest at a rate
of 8.0% per annum payable in cash or Common Shares at the option of the investor at the end of the
Term. The Debentures are convertible into common shares of the Company (the "
Common Shares
") at
$0.30 per share (the "
Conversion Price
").
At any time during the Term, each holder of Debentures may elect to convert any portion of the principal
amount of the Debentures into Common Shares at the Conversion Price. If an investor exercises the
Debentures prior to the end of the Term the accrued interest to that date will be payable in Common
Shares and the price will be based on the higher of the average closing price of the last 20 trading days
or the closing market price.
Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, and an
insider of the Corporation, acquired 20 Debentures for $1,000,000 and an officer of the Company also
acquired 2 Debentures under the Offering for $100,000. The participation of the insiders in the Offering
constituted "related party transactions" for the purposes of Multilateral Instrument 61-101 –
Protection of
Minority Security Holders in Special Transactions
("
MI 61-101
").
The Company is relying on the
exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101 in
connection with the insider participation contained in sections 5.5 (a) and 5.7 (1) (a) of MI 61-101, as
neither the fair market value of the securities issued to the related parties, nor the fair market value of the
consideration for the securities issued exceeds 25% of the Company's market capitalization as
calculated in accordance with MI 61-101. The Company did not file a material change report containing
all of the disclosure required by MI 61-101 more than 21 days before the expected closing date of the
Offering as the aforementioned insider participation had not been confirmed at that time and the
Company wished to close the Offering as expeditiously as possible.
Finders' fees consisting of a cash commission of $369,000 and 1,230,000 non-transferrable finders'
warrants have been paid in connection with this closing of the Offering. Each finder warrant entitles the
holder to acquire one common share at $0.36 per share over a two (2) year period.
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 and for general working capital
purposes.
The Debentures, Finder's Warrants, if applicable, the underlying Common Shares, will be subject to a
hold period of four months and one day from the date of closing in accordance with applicable securities
laws. The Offering is subject to the final acceptance of the TSX Venture Exchange.
This news release does not constitute an offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of
1933, as amended, and such securities may not be offered or sold within the United States absent
U.S. registration or an applicable exemption from U.S. registration requirements.
About Galleon Gold
Galleon Gold is an advanced exploration and development company focused on the West Cache Gold
Project in Timmins, Ontario.
The Project is located 7 km northeast of Pan American Silver's Timmins
West Mine and 14 km southwest of the Hollinger Mine. The Company is gearing up for its first test
mining at West Cache; the 86,500-tonne underground bulk sample is designed to produce 22,600
ounces of gold (prior to recoveries) and provide valuable data for pre-feasibility studies. Galleon Gold's
strategy is to systematically derisk the Project while continuing to grow the asset through grassroots
exploration.
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 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
Offering, the use of proceeds from the Offering, the expected closing of second tranche of the Offering,
its long-term strategy, proposed work, plans, bulk sample program and other reports including the PEA
for its projects.
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.
Without limitation, statements regarding potential
mineralization and resources, exploration results, expectations, plans, and objectives of Galleon Gold
are forward-looking statements that involve various risks.
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.
Not for distribution to United States Newswire Services or for dissemination in the United States
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/258298