Galleon Gold Announces Interest Payment on Convertible Debentures

The related-party interest payment qualifies for exemptions from minority approval and formal valuation requirements.

Rhea-AI Summary

Galleon Gold (GGOXF) has elected to pay accrued interest on its convertible debentures by issuing common shares rather than cash. Interest of $87,013, due October 12 and October 19, 2026, will be settled with 66,806 shares. Another $28,014, due October 29, 2026, will be settled with 23,235 shares.

The issuance remains subject to TSX Venture Exchange approval, and the shares will carry a four-month hold period from issuance. Pricing uses the greater of the exchange-defined Market Price and the 15-day volume-weighted average closing price preceding the applicable interest payment date. Certain officers and an insider hold the debentures, making the interest payment a related-party transaction.

Positive

• Minor point. Forward-looking: it has not happened yet and may not happen.Share settlement will satisfy $87,013 and $28,014 of accrued interest without cash payments.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.66,806 and 23,235 new common shares will dilute existing shareholders to settle the respective interest obligations.
• Minor pointInterest-payment share issuance remains subject to TSX Venture Exchange approval.
• Minor point. Forward-looking: it has not happened yet and may not happen.Interest-payment shares will carry a four-month hold period from issuance.

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Toronto, Ontario--(Newsfile Corp. - November 9, 2026) - Galleon Gold Corp. (TSXV: GGO) (OTCQX: GGOXF) (FSE: 3H90) (the "Company" or "Galleon Gold") announces that under the terms of the convertible debentures (the "Convertible Debentures") issued on April 12, 2024, April 19, 2024 and April 29, 2024 (see news releases dated April 12, 19, and 29, 2024), it has elected to satisfy its obligation to pay interest accrued by issuing common shares (the "Common Shares").

Under the terms of the Convertible Debentures, no fractional Common Shares will be issued upon payment of the interest obligation. The Common Shares will be priced based on the greater of the Market Price (as defined in the policies of the TSXV) and the 15-day volume-weighted average closing price of the Common Shares on the TSXV preceding the applicable interest payment date.

The issuance of Common Shares in payment of interest remains subject to the approval of the TSX Venture Exchange (the "Exchange"). The Common Shares to be issued in respect of the Interest Payment will be subject to a hold period of four months from the date of issuance.

Convertible Debentures issued on April 12, 2024 and April 19, 2024

An aggregate of $87,013 in interest accrued on the Convertible Debentures will be satisfied by issuing to such debenture holders for the interest payment due October 12, 2026 and October 19, 2026, an aggregate of 66,806 common shares of the Company.

Convertible Debentures issued on April 29, 2024

An aggregate of $28,014 in interest accrued on the Convertible Debentures will be satisfied by issuing to such debenture holders for the interest payment due October 29, 2026 an aggregate of 23,235 common shares of the Company.

Certain officers and an insider and of the Company are holders of the Convertible Debentures. As a result, the Interest Payment is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Interest Payment in respect of this individual is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt, nor the fair market value of the shares to be issued in settlement of the debt, exceeds 25% of the Company's market capitalization.

About Galleon Gold

Galleon Gold is advancing the West Cache Gold Project with a disciplined, de-risking strategy centered on resource growth and an upcoming 86,500-tonne bulk sample program, positioning the Company to unlock long-term shareholder value.

For further information:

Galleon Gold
R. David Russell
Chairman and CEO
T. (416) 644-0066
info@galleongold.com

Graham Farrell
Investor Relations
T. (416) 842-9003
grahamfarrell@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 its long-term strategy, financing plans, 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 the use of the proceeds of from the Facility, the sufficiency of funds to complete and the completion of the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323243

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much interest will Galleon Gold pay in shares?

Galleon Gold will settle $87,013 of interest due October 12 and October 19, 2026, with 66,806 common shares, and $28,014 due October 29, 2026, with 23,235 common shares. The issuance remains subject to TSX Venture Exchange approval.

Why is Galleon Gold's interest payment exempt from minority approval and formal valuation?

The related-party interest payment qualifies for exemptions under MI 61-101 subsections 5.5(b) and 5.7(1)(a) because neither the fair market value of the debt nor that of the settlement shares exceeds 25% of the company's market capitalization. Certain officers and an insider hold the debentures.