Galloper Gold Completes Debt Settlement

Rhea-AI Summary

Galloper Gold (OTC: GGDCF) issued 1,000,000 common shares at a deemed price of $0.065 per share to settle $65,000 of debt for past management services, completed November 27, 2025. The sole creditor was CEO Hratch Jabrayan, making the transaction a related party deal under MI 61-101. The company relied on the Issuer Not Listed on Specified Markets and Fair Market Value ≤ $2,500,000 exemptions to avoid formal valuation and minority approval requirements. The issued shares are subject to a statutory four-month hold period under applicable securities laws.

Positive

• Debt settled with equity: 1,000,000 shares for $65,000
• Transaction completed using MI 61-101 exemptions (no formal valuation)
• Related party creditor was CEO, simplifying counterparty coordination

Negative

• Related party transaction involving CEO may raise governance concerns
• Potential dilution from 1,000,000 new shares (size relative to O/S not disclosed)
• Issued shares subject to a 4-month statutory hold, delaying liquidity

Vancouver, British Columbia--(Newsfile Corp. - November 27, 2025) - Galloper Gold Corp. (CSE: BOOM) (OTC Pink: GGDCF) (the "Company" or "Galloper") announces that, further to its news release of November 19, 2025, it has issued an aggregate of 1,000,000 common shares (each a "Share") in the capital of the Company at a deemed price of $0.065 per Share to settle debt owing pursuant to past management services provided to the Company for a total amount of $65,000 (excluding goods and services tax) (the "Debt Settlement").

Hratch Jabrayan, the CEO and a director of the Company, was the sole creditor in the Debt Settlement and received 1,000,000 Shares. As a result, the Debt Settlement is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied upon section 5.5(b) the "Issuer Not Listed on Specified Markets" and 5.7(a) the "Fair Market Value Not More than $2,500,000" and exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.

The Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months following the closing of the Debt Settlement in accordance with applicable securities legislation.

About Galloper Gold Corp.

Galloper is focused on mineral exploration in the Central Newfoundland Gold Belt with its flagship Glover Island Property, 24 km southeast of Corner Brook, and its Mint Pond prospect in the Gander area. Galloper recently completed the first diamond drilling program at Glover Island since 2012, completing six holes with results pending.

For more information please visit www.GalloperGold.com and the Company's profile on SEDAR+ at www.sedarplus.ca.

On behalf of the Board of Directors,

Mr. Hratch Jabrayan
CEO and Director
Galloper Gold Corp.

Company Contact:

info@gallopergold.com
Tel: 778-655-9266

Investor Relations:
MarketSmart Communications
Tel: 877-261-4466

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276045

FAQ

What did Galloper Gold (OTC: GGDCF) announce on November 27, 2025?

Galloper Gold issued 1,000,000 common shares at a deemed price of $0.065 to settle $65,000 of debt owed for past management services.

Who received the shares in Galloper Gold's debt settlement (GGDCF)?

The sole creditor was CEO Hratch Jabrayan, who received 1,000,000 shares in the settlement.

Why did Galloper Gold rely on MI 61-101 exemptions for the GGDCF share issue?

The company used the Issuer Not Listed on Specified Markets and Fair Market Value ≤ $2,500,000 exemptions to avoid formal valuation and minority shareholder approval requirements.

Are the shares issued in Galloper Gold's debt settlement tradable immediately?

No; the shares are subject to a statutory four-month hold period under applicable securities legislation.

Does the GGDCF debt settlement create a related party transaction?

Yes; because the creditor was the CEO, the issuance is classified as a related party transaction under MI 61-101.

How much nominal value was used per share in Galloper Gold's settlement (GGDCF)?

The deemed price was $0.065 per share, totaling $65,000 (excluding goods and services tax).