Welcome to our dedicated page for Blue Gold SEC filings (Ticker: BGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Blue Gold Limited (Nasdaq: BGL) files reports with the U.S. Securities and Exchange Commission as a foreign private issuer, primarily on Form 20-F and Form 6-K. This SEC filings page allows users to review the company’s regulatory disclosures, which describe its activities as a next-generation gold development and technology company focused on gold-related financial and technology operations and the acquisition and aggregation of high-potential mining assets.
In its Form 6-K filings, Blue Gold has reported a range of material agreements and corporate events. These include a loan agreement that provides for a loan facility intended to fund the restart of the Bogoso and Prestea mine in Ghana, subject to conditions such as resolution of a dispute with the Government of Ghana, and an amendment to that loan agreement. The company has also disclosed a securities purchase agreement involving senior convertible notes and warrants, detailing terms such as maturity, interest rate, conversion price, warrant exercise price, and related covenants and events of default.
Other filings cover the definitive Agreement for the Purchase of the Mampon Gold and Copper Mining Lease in Ghana’s Ashanti Gold Belt, including the structure of consideration in ordinary shares and potential additional share issuance based on volume-weighted average price conditions. Blue Gold has also furnished unaudited condensed consolidated interim financial statements and related management’s discussion and analysis, as well as information about changes in its independent registered public accounting firms.
Through this page, users can access Blue Gold’s SEC submissions, including exhibits such as loan agreements, purchase agreements, notes, warrants, financial statements, and auditor correspondence. Stock Titan’s platform associates these filings with AI-powered tools that summarize key terms, highlight material covenants, and help users quickly understand items such as loan facilities, convertible instruments, mining asset purchase agreements, and auditor changes disclosed by Blue Gold in its official filings.
Blue Gold Ltd executive Dionne Nathan, the Chief Technology Officer, has filed an initial Form 3 insider ownership report for ticker BGL. This filing establishes her status as a reporting officer under SEC rules and, in this excerpt, shows no reported insider share transactions or option exercises.
Blue Gold Ltd CEO and director Cavaghan Andrew filed an initial Form 3 showing his beneficial ownership of the company’s Class A ordinary shares. The filing lists direct ownership and several indirect holdings through Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse, without reporting any recent share purchases or sales.
Blue Gold Ltd director Beaumont Candice S. has reported beneficial ownership of 160,000 Class A ordinary shares as of 2026-03-18. The shares are held indirectly through Bonaventura Industries Inc., a corporation of which she is the director and sole shareholder.
Blue Gold Limited has called a virtual extraordinary general meeting on March 16, 2026 for holders of its Class A ordinary shares. Shareholders will vote on adopting the 2025 Equity Incentive Plan, which authorizes up to 6,000,000 ordinary shares for equity awards to employees, directors and consultants. As of the February 23, 2026 record date, 35,218,003 ordinary shares were issued and outstanding. The meeting will also consider amendments to the articles of association to shorten annual meeting notice to 30 days and reduce shareholder proposal notice periods to generally 20–30 days before the annual meeting. The board unanimously recommends voting in favor of both proposals.
Blue Gold Limited has entered into a Securities Purchase Agreement for a private placement of 2,500,000 Class A ordinary shares at $4.00 per share, raising gross proceeds of $10,000,000. The company plans to use this cash for working capital, general corporate purposes and to repay certain debt obligations.
The shares are being sold in a transaction exempt from registration under the Securities Act, relying on Section 4(a)(2) and Rule 506(b) of Regulation D. The private placement is expected to close on or before March 9, 2026, subject to the terms of the purchase agreement.
Blue Gold Limited is registering up to 2,615,072 Class A ordinary shares for resale by existing shareholders. The company will not receive any proceeds from these sales; all proceeds go to the selling shareholders. Blue Gold is an early-stage gold company focused on restarting the Bogoso Prestea Mine in Ghana and developing additional gold assets, but had generated no revenue as of June 30, 2025 and reported significant operating losses and negative equity. Its plans rely on resolving a mining lease dispute with the Government of Ghana, securing multiple operating permits, and accessing several financing arrangements, including senior convertible notes, equity purchase facilities and high-interest loan agreements, all of which underscore the high-risk, capital‑intensive nature of its business.
Blue Gold Limited files a prospectus supplement covering the resale of up to 34,473,089 ordinary shares by Tumim Stone Capital under an existing $75 million Ordinary Share Purchase Agreement. The company will not receive proceeds from these shareholder resales, though it may still issue shares to Tumim under the agreement.
The supplement also describes an Omnibus Amendment with investor 3i that fixes the conversion price of existing senior convertible notes at $3.00 through February 15, 2026, then moves to a VWAP-based formula with a $0.50 floor and $10.00 cap. Warrant exercise prices held by 3i are reset to $0.01, and Blue Gold issues 3i a new $1,630,435 senior convertible note and a new warrant for 64,590 Class A ordinary shares, both subject to a 4.99% (or 9.99% at 3i’s option) beneficial ownership cap.
Blue Gold Limited has filed a prospectus supplement for a secondary offering of up to 1,215,299 ordinary shares to be sold from time to time by 3i, LP as the selling shareholder. These shares include up to 1,000,000 Pre-Delivery Shares, which are inclusive of shares issuable upon conversion of senior convertible notes, and additional shares issuable upon exercise of warrants whose exercise price has been amended to $0.01 per share. The company will not receive any proceeds from resales by 3i, though it previously received $1,500,000 from the sale of an additional senior convertible note with a principal amount of $1,630,435 and 64,590 additional warrants.
An Omnibus Amendment with 3i fixes the note conversion price at $3.00 through February 15, 2026, and thereafter sets it at the lower of 93% of the lowest three-day VWAP (with a $0.50 floor) or $10.00. It also limits 3i’s daily share disposals and reduces warrant exercise prices to $0.01. A new January Note of $1,630,435 and a January Warrant for 64,590 shares were issued, both subject to a beneficial ownership cap of 4.99% or, at 3i’s option, 9.99% of outstanding Class A ordinary shares.
Blue Gold Limited has renegotiated its existing financing with a key investor and issued a new convertible note and warrant. An omnibus amendment updates the 2025 securities purchase agreement, two senior convertible notes with original principal of $3,804,348 and $1,630,435, and related warrants for 150,709 and 64,590 Class A ordinary shares.
The investor’s daily share sales are now limited to the greater of 10% of trading volume or $10,000 per day through February 15, 2026, and $40,000 per day after that. The notes’ conversion price is fixed at $3.00 until February 15, 2026, then becomes the lower of 93% of the lowest three-day VWAP (with a $0.50 floor) and $10.00. Installment payments after January 1, 2026 are largely eliminated, the event-of-default and redemption terms are clarified, and the existing warrant exercise prices are cut to $0.01.
At the same time, the company issued a new senior convertible note with $1,630,435 principal, maturing January 23, 2027, and a new warrant for 64,590 shares at a $0.01 exercise price. Conversions and exercises are capped so the investor cannot exceed 4.99% ownership, or 9.99% at its option. These securities were placed privately under a Regulation D exemption.
Blue Gold Limited has entered into a new loan facility to provide additional funding flexibility. On January 10, 2026, the company signed a Facility Agreement with Kaela Ritchie that offers a drawdown loan facility of up to $2,000,000. The company can draw funds for six months, with a maximum aggregate drawdown of $500,000 per week, allowing it to access cash in stages as needed.
Interest accrues at 10% per year only on amounts actually drawn, calculated on a 365-day year basis. The facility matures on January 9, 2027, when any outstanding balance and interest must be repaid. Blue Gold Limited may repay the loan early at any time before maturity without any premium or penalty, giving it flexibility to reduce debt if cash becomes available.