Blue Gold Limited SEC Filings

Blue Gold Limited entered a second closing under a prior securities purchase agreement. The company issued a Senior Convertible Note with a principal amount of $1,630,435 and warrants for up to 64,590 Class A ordinary shares, for aggregate proceeds of $1,500,000.

The note bears 7% annual interest, rising to 12% upon an event of default, and matures on November 12, 2026. It is initially convertible at $13.51 per share. The warrants are exercisable at $16.88 per share from November 12, 2025 through November 12, 2030. Conversions and exercises are subject to a beneficial ownership cap of 4.99% (or, at the holder’s option, 9.99%) of outstanding shares immediately after the transaction.

The note includes customary negative covenants and standard events of default. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Blue Gold Limited entered a Loan Agreement with City First Capital Pty Ltd for an aggregate principal amount of AUD$100 million, available in full after certain conditions precedent are satisfied, including evidence of resolution of the dispute over the Bogoso and Prestea mining lease with the Government of Ghana. The company states the Loan will be used exclusively to restart the Bogoso and Prestea mine, including associated working capital costs.

The Loan matures on November 3, 2029 and carries a 24% per annum interest rate or AUD$6,000,000, with interest payable quarterly. Blue Gold may prepay in whole or in part, subject to a termination fee equal to six months’ interest, payable on a quarterly interest date.

The company agreed to pay a USD$1 million establishment fee to the lender, to be settled in Class A ordinary shares based on the VWAP of the trading day prior to drawdown or cancellation. The agreement includes customary affirmative and restrictive covenants and provides that, upon an event of default, the lender may accelerate all obligations.

Blue Gold Limited filed an amended F-1 for the resale of up to 34,473,089 ordinary shares by Tumim Stone Capital under an Ordinary Share Purchase Agreement. The facility allows Blue Gold, at its option, to sell newly issued shares for up to $75 million at a price equal to 0.97 times the lowest daily VWAP during the applicable period. The registered shares include 69,419 Commitment Shares and up to 34,403,670 VWAP Purchase Shares for resale.

Blue Gold will not receive proceeds from sales by the selling shareholder; it may receive proceeds when it issues VWAP Purchase Shares under the agreement. Ordinary shares outstanding were 31,124,600 as of October 16, 2025; the table shows 65,528,270 after full issuance. The company notes recent price volatility (ordinary shares $10.01 close on October 16, 2025). Blue Gold is an emerging growth company and foreign private issuer, and as of June 30, 2025 had not generated revenue. The prospectus highlights risks including liquidity needs and the ongoing Ghana mining lease dispute and arbitration.

Blue Gold Limited filed an amended F‑1 for the resale of up to 1,215,299 ordinary shares by the Selling Shareholder. The registration covers 1,000,000 Pre‑Delivery Shares (inclusive of 301,419 Initial Conversion Shares and 129,179 Additional Conversion Shares) and 215,299 shares underlying warrants (150,709 Initial Exercise Shares and 64,590 Additional Exercise Shares).

The company will not receive proceeds from sales by the Selling Shareholder. It may receive approximately $3.6 million if all warrants are exercised for cash and up to $1,500,000 from the sale and issuance of an additional senior convertible note and additional warrants, as described. The senior convertible notes are convertible at $13.51 per share, and the warrants are exercisable at $16.88 per share. Ordinary shares outstanding were 31,124,600 as of October 16, 2025. The shares trade on Nasdaq as BGL, and the warrants trade as BGLWW.

Blue Gold Limited filed a post‑effective amendment to a Form F‑1, registering the issuance of up to 11,500,000 ordinary shares upon exercise of warrants and the resale of up to 15,411,618 ordinary shares by selling shareholders.

The warrants are exercisable at $11.50 per share; the company would receive approximately $132.3 million only if all warrants are exercised for cash. The company will not receive proceeds from sales by the selling shareholders. The filing notes there is no assurance of exercise, and any cashless exercises would reduce cash proceeds.

Ordinary shares outstanding were 31,124,600 as of October 16, 2025, and would be 42,624,600 after full warrant exercise. The ordinary shares trade on Nasdaq as BGL and the warrants as BGLWW; on October 16, 2025, the shares closed at $10.01 and the warrants at $0.550.

Blue Gold Ltd filed a Form D to notify a private securities offering under Rule 506(b). The offering size is $5,434,783, of which $3,804,348 has been sold and $1,630,435 remains available. The issuer, incorporated in the Cayman Islands in 2023, reports no revenues and indicates a minimum outside-investor subscription of $0. The filing lists one investor to date and states the offering is not connected to any business combination. Offered securities include equity, debt and options/warrants. No sales commissions, finders' fees, or payments to named officers/directors are reported.

Blue Gold Limited executed a sale agreement for the Mampon Gold Mine in Ghana and set share-issuance and commodity-payment mechanics tied to that transaction. The First Tranche Consideration Shares are 750,000 Ordinary Shares unless the 30-day VWAP is below $20 but not below $10, in which case Blue Gold will issue additional Ordinary Shares so that the aggregate value of those shares equals $15 million (calculated by reference to the VWAP). If the VWAP is below $10, the maximum First Tranche issuance is capped at 1,500,000 Ordinary Shares. The filing also records contingent commodity payments: up to $55 per ounce of gold (capped at 6 million ounces) and up to $50 per ton of copper (capped at 4 million tons). The Agreement for the Sale and Purchase of the Mampon Gold Mine is dated September 17, 2025, with an accompanying press release and an officer signature dated September 18, 2025.