Blue Gold Limited Closes on $5 Million Senior Convertible Notes and $75 Million Equity Line of Credit

Rhea-AI Summary

Blue Gold Limited (NASDAQ:BGL) has secured significant financing through two key arrangements: a $5 million senior convertible notes private placement and a $75 million equity line of credit. The convertible notes include an initial $3.5M tranche maturing September 2026, with a potential additional $1.5M tranche, featuring a 7% annual interest rate and conversion price of $13.51 per share.

The financing package includes warrants for 215,299 shares at $16.88 per share and an equity line enabling BGL to sell up to $75M in new shares, subject to SEC and regulatory requirements. The company plans to use proceeds for acquiring mining assets and expanding its Digital Gold Initiative, which includes developing a gold-backed stablecoin platform.

Positive

• None.

Negative

• 8% original issue discount on convertible notes indicates relatively high cost of capital
• Potential shareholder dilution from convertible notes and equity line of credit
• Equity line of credit subject to various conditions and regulatory approvals
• 7% interest rate on convertible notes represents significant debt service obligation

Insights

Financial Analyst

Blue Gold secured $5M in convertible debt and $75M potential equity line, strengthening its balance sheet for mining acquisitions and digital gold initiatives.

Blue Gold Limited has secured $5 million in senior convertible notes with an 8% original issue discount and 7% interest rate, convertible at $13.51 per share. The funding includes an initial $3.5 million tranche and a potential additional $1.5 million tranche. The company also established a $75 million equity line of credit facility that can be accessed once certain conditions are met, including SEC registration.

This dual financing approach provides both immediate capital and flexible future funding. The convertible note structure, maturing in September 2026, includes warrants for 215,299 shares at $16.88 per share, representing a 24.9% premium to the conversion price. This suggests investor confidence in potential share price appreciation.

The capital infusion addresses two strategic priorities: expansion of mining assets (gold, uranium, critical minerals) and development of a gold-backed stablecoin. This hybrid business model merges traditional resource extraction with financial technology, positioning Blue Gold at the intersection of commodities and digital assets - a potentially valuable diversification strategy as gold continues to serve as a store of value while blockchain applications expand.

The financing structure balances immediate needs with longer-term capital access, though the equity line's effectiveness depends on market conditions and share price performance. Investors should note that while the convertible notes provide certainty, the $75 million equity line is contingent on several factors and represents potential rather than guaranteed capital.

NEW YORK, NY, Sept. 04, 2025 (GLOBE NEWSWIRE) -- Blue Gold Limited (Nasdaq: BGL) ("Blue Gold" or the “Company”), a next-generation gold development and technology company, today announced that it has closed a $5 million senior convertible notes private placement with a certain accredited investor. In addition to the convertible notes, Blue Gold has also entered into an agreement with an instutitional investor for a $75 million equity line of credit, which upon the satisfaction of certain conditions, will provide the Company with access to additional capital to support its operational and strategic growth initiatives. 

The senior convertible notes, issued at an 8% original issue discount, include an initial tranche of $3,500,000, which matures on September 3, 2026, and an additional tranche of $1,500,000 that may be issued subject to the satisfaction or waiver of customary closing conditions. The senior convertible notes are convertible at a price per share of $13.51 and bear interest at 7% per annum. The Company has also issued the investor warrants for up to an aggregate of 215,299 Ordinary Shares at a price of $16.88 per share.

The equity line of credit agreement will enable Blue Gold to sell up to $75 million in newly issued ordinary shares to an accredited investor, subject to satisfaction of certain conditions, including the filing and effectiveness of a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), market conditions, and certain regulatory requirements.

The proceeds from the senior convertible notes and equity line of credit are expected to strengthen the Company’s balance sheet, provide working capital, and support key strategic and long term growth initiatives across its core markets, which include, but are not limited to:

• Acquisition of high-value mining assets across gold, uranium, and critical minerals, strengthening the Company’s global resource portfolio.

• Expansion of its Digital Gold Initiative, including the development of a blockchain-enabled stablecoin backed by physical gold reserves, offering investors a secure bridge between traditional precious metals and the digital asset economy.

Gold remains a cornerstone of global finance, and demand for gold-backed digital products is expanding. By combining real mining assets with a tokenized gold platform, Blue Gold intends to deliver growth for shareholders while addressing the rising demand for secure, asset-backed digital currencies.

“This funding is a major milestone for Blue Gold,” said Andrew Cavaghan, Chief Executive Officer of Blue Gold Limited. “With access to scalable capital, we are well positioned to execute on our strategy and accelerate our vision of combining traditional mining with cutting-edge digital assets.”

Additional information regarding the terms of the senior convertible notes, the related warrants, and the equity line of credit can be found in the Company’s reports on Form 6-K furnished to the SEC on September 3, 2025.

About Blue Gold Limited
Blue Gold Limited (Nasdaq: BGL) is a next-generation gold development company focused on acquiring and aggregating high-potential mining assets across strategic global jurisdictions. The Company’s mission is to unlock untapped value in the gold sector by combining disciplined resource acquisition with innovative monetization models, including asset-backed digital instruments. Blue Gold is committed to responsible development, operational transparency, and leveraging modern financial technologies to redefine how gold is produced, accessed, and owned in the 21st century.

Blue Gold prioritizes growth, sustainable development, and transparency in all our business practices. We believe that our commitment to responsible mining will enable us to create value for our shareholders while minimizing our environmental footprint.



Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements include, but are not limited to: general economic and industry conditions; changes in applicable laws or regulations; Blue Gold Limited’s ability to satisfy the conditions for the issuance of the additional tranche of senior convertible notes; Blue Gold Limited’s compliance with covenants under its financing agreements; the potential occurrence of events of default; Blue Gold Limited’s ability to maintain Nasdaq listing requirements; the dilutive impact of financings, including conversions of the notes and sales under the equity line of credit; and Blue Gold Limited’s ability to raise additional capital on acceptable terms or at all; negative economic conditions that could impact Blue Gold Limited and the gold industry in general; reduction in demand for Blue Gold Limited's products; changes in the markets that Blue Gold Limited targets; and any change in laws applicable to Blue Gold Limited or any regulatory or judicial interpretation. As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. These and other important factors and risks are discussed in Blue Gold Limited’s shell company report on Form 20-F, filed with the SEC on July 1, 2025, and other filings with the SEC. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to, and will not, update any forward-looking statements, whether as a result of new information, future events, or otherwise. For more information regarding Blue Gold Limited, please visit https://bluegoldmine.com.

No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption.

For Further Information Contact:
Tavistock Communications
BlueGold@tavistock.co.uk
+44 20 7920 3150

Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, NY. 10036
Office: (646) 893-5835
Email: info@skylineccg.com

FAQ

What financing did Blue Gold Limited (BGL) secure in September 2025?

Blue Gold secured $5 million in senior convertible notes and a $75 million equity line of credit. The convertible notes include an initial $3.5M tranche and potential additional $1.5M tranche.

What are the terms of BGL's convertible notes announced in September 2025?

The notes have a 7% annual interest rate, conversion price of $13.51 per share, and mature on September 3, 2026. They were issued at an 8% original issue discount.

How will Blue Gold Limited use the new financing proceeds?

The proceeds will be used for acquiring mining assets across gold, uranium, and critical minerals, and expanding their Digital Gold Initiative, including development of a gold-backed stablecoin platform.

What warrants were issued with BGL's convertible notes?

Blue Gold issued warrants for 215,299 Ordinary Shares at an exercise price of $16.88 per share.

What conditions apply to Blue Gold's $75M equity line of credit?

The equity line requires SEC registration statement effectiveness, favorable market conditions, and meeting certain regulatory requirements before the company can sell new shares.