Galleon Gold Receives Indicative Term Sheet for a $46 Million Debt Facility from Pan American Silver and Announces $25 Million in Equity Financings
Galleon Gold Receives Indicative Term Sheet for a $46 Million Debt
Facility from Pan American Silver and Announces $25 Million in Equity
Financings
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Toronto, Ontario , November 24 th, 2025. Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the
“Company” or “Galleon Gold”) is pleased to announce it has (a) executed an indicative term sheet
for a $46 million debt facility (the “ Debt Facility”) from Pan American Silver Corp. (“ Pan
American”), (b) agreed to issue and sell units of the Company (the " Non-Brokered Units") at a
price of $0.60 per Non-Brokered Unit to Pan American on a non-brokered private placement for
proceeds of $10,250,000 (the “Non-Brokered Offering”), and (c) entered into an agreement with
Cormark Securities Inc., as lead agent and sole bookrunner, on behalf of itself and a syndicate of
agent (collectively, the “ Agents”) in connection with a “best efforts” private placement for
aggregate gross proceeds of approximately $14,750,000 million (the “ LIFE Offering ” and
collectively with the Non-Brokered Offering, the “Offerings”, and together with the Debt Facility,
the “Financing”). The proposed terms of the Debt Facility are subject to confidentiality restrictions
and will be announced at the time of the committed facility. All amounts are in Canadian dollars.
The Company intends to use the net proceeds from the Financing to advance surface
infrastructure and underground development related to the bulk sample program at its West
Cache Gold Project (the “ Project”), to repurchase a 3% net smelter royalty on the Project ( see
press release dated October 16, 2025), and for working capital and general corporate purposes.
The completion of each component of the Financing is subject to customary conditions, including
the negotiation and execution of definitive documentation and the receipt of all necessary
regulatory approvals, including final approval of the TSX Venture Exchange. The Company expects
the Debt Facility to be in place before December 31, 2025. The Offerings are expected to close
concurrently on or about December 4, 2025 (the “ Closing Date”), or on such other date as may
be agreed to by the Company and the Agents, with respect to the LIFE Offering, and by the
Company and Pan American, with respect to the Non-Brokered Offering, in each case subject to
compliance with applicable securities laws. Notwithstanding the foregoing, the closing of the LIFE
Offering must occur no later than the 45th day following the date of this news release. The closing
of the Offerings is not conditioned on the closing of the Debt Facility (and vice versa), and neither
Offering is conditional on the other closing. Further details on each component of the Financing
are set out below.
Non-Brokered Offering
Each Non-Brokered $0.60 Unit issued pursuant to the Non-Brokered Offering will consist of one
common share of the Company (each, a “ Common Share”) and one-half of one Common Share
purchase warrant (each whole warrant, a "Non-Brokered Warrant"). Each Non-Brokered Warrant
shall entitle the holder thereof to purchase one Common Share at a price of $0.75 at any time
before 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as
defined below). The Common Shares and Non-Brokered Warrants comprising the Non-Brokered
Units sold to Pan American, as well as the Common Shares issuable upon exercise of the Non-
Brokered Warrants, will be subject to a four-month hold period pursuant to applicable Canadian
securities laws.
LIFE Offering
The LIFE Offering will consist of the issuance and sale of 24,583,333 units of the Company (the
“LIFE Units”) at a price of $ 0.60 per LIFE Unit for gross proceeds of approximately $14,750,000.
Each LIFE Unit will consist of one Common Share and one-half of one Common Share purchase
warrant (each whole warrant, a “LIFE Warrant”). Each LIFE Warrant shall entitle the holder thereof
to purchase one Common Share at a price of $0.75 at any time before 5:00 p.m. (Toronto time)
on the date that is 24 months following the Closing Date. The Company has granted the Agents
an option, exercisable at their sole discretion in whole or in part, at any time prior to Closing Date,
to increase the size of the LIFE Offering to raise additional gross proceeds of up to $2,212,500 (the
“Agents’ Option”).
The LIFE Units will be offered pursuant to Part 5A of National Instrument 45-106 – Prospectus
Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”) to
purchasers in each of the provinces of Canada. The Agents may also offer the LIFE Units for sale
in the United States pursuant to available exemptions from the registration requirements of the
United States Securities Act of 1933 , as amended, and in certain other jurisdictions outside of
Canada and the United States pursuant to applicable regulatory requirements and in accordance
with OSC Rule 72-503 - Distributions Outside Canada (“ OSC Rule 72-503 ”); provided that no
prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory
or governmental approval arises in such other jurisdictions. The Common Shares and LIFE
Warrants comprising the LIFE Units sold under the Listed Issuer Financing Exemption to investors
resident in Canada or to investors outside of Canada pursuant to OSC Rule 72-503, as well as the
Common Shares issuable upon exercise of the LIFE Warrants, will not be subject to a hold period
pursuant to applicable Canadian securities laws.
There are English and French versions of an offering document (the “Offering Document”) related
to the LIFE Offering that can be accessed under the Company’s profile on SEDAR+
at www.sedarplus.ca and on the Company’s website at https://galleongold.com. Prospective
investors should read the Offering Document before making an investment decision.
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.
Advisor
West Harbour Capital acted as the financial advisor to Galleon Gold on these transactions.
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 Discovery Silver’s 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 provide valuable data for feasibility studies. Galleon Gold’s strategy is to
systematically derisk the Project while continuing to grow the asset through grassroots
exploration.
For further informaƟon:
Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
www.galleongold.com
Investor Relations
North Star Investor Relations
Graham Farrell
T. (416) 842-9003
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 expected timing and completion of the Debt Facility and the Offerings and the
anticipated use of proceeds of the Debt Facility and 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 completion of the Financing and the timing in respect
thereof, the use of proceeds of the Financing, including the repurchase of the royalty, the filing
of the Offering Document, timely receipt of all necessary approvals, including the approval of the
TSX Venture Exchange, resale restrictions on the securities being offering under the Financing,
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.