Galleon Gold Announces Upsize of Previously Announced Non-Brokered Private Placement to up to $7M

Galleon Gold upsizes Pan American placement to $7,000,000 for West Cache advancement.

What the company is saying

Galleon Gold Corp. (TSXV:GGO, FSE:3H90) is announcing an upsize of its non-brokered private placement to Pan American Silver Corp., increasing the maximum from 4,241,071 to up to 6,250,000 shares at $1.12 per share, for potential gross proceeds of up to $7,000,000. The company frames this as a strategic move to fund the advancement of the West Cache Gold Project and to support working capital and general corporate purposes. The announcement highlights the concurrent timing with a previously upsized bought deal offering and emphasizes that closing is expected on or about November 3, 2026, pending regulatory and TSX Venture Exchange approval. Galleon Gold is explicit about the related party nature of the transaction under MI 61-101, stating reliance on exemptions due to the transaction not exceeding 25% of market capitalization. The company also notes that the securities will be subject to a four-month and one day hold period. The tone is confident, positioning the financing as a key step toward an 86,500-tonne bulk sample program at West Cache.

What the data suggests

The upsize increases the non-brokered placement to a maximum of 6,250,000 shares at $1.12 each, raising up to $7,000,000 if fully subscribed. The original offering was for 4,241,071 shares, so the upsize is material in scale. The final number of shares will depend on the exercise of the over-allotment option in the bought deal, introducing some uncertainty to the total proceeds. Proceeds are earmarked for the West Cache Gold Project and general purposes, but no detailed breakdown is provided. The company is preparing for an 86,500-tonne bulk sample program, indicating a move toward advanced exploration or early development. The transaction is a related party deal with Pan American Silver, but the company asserts that it falls below the 25% market capitalization threshold, allowing exemption from formal valuation and minority approval requirements. All securities issued will be subject to a four-month and one day hold. The offering is contingent on regulatory approvals and the completion of the bought deal, so funds are not yet secured.

Analysis

The announcement is factual and focused on the upsize of a non-brokered private placement, with clear disclosure of share counts, pricing, and gross proceeds. The language is proportionate to the event: a financing transaction that is expected to close in the near term, subject to customary conditions. While the company references the intended use of proceeds for the advancement of the West Cache Gold Project and an upcoming bulk sample program, these are standard forward-looking statements for an exploration-stage company and are not overstated. There are no exaggerated claims about project outcomes, production, or financial returns. The capital raise is significant relative to the company's likely scale, but the announcement does not overstate the immediate impact or certainty of future benefits. All forward-looking statements are appropriately caveated by regulatory and closing conditions.

Risk flags

• ●The offering is conditional on regulatory and TSX Venture Exchange approvals, as well as the completion of the bought deal, so there is execution risk if any condition is not met. Failure to close would delay or prevent the planned project advancement.
• ●The transaction is a related party deal with Pan American Silver, which can raise governance concerns, though the company states it is below the 25% market capitalization threshold for minority approval. Investors should be aware of potential conflicts of interest.
• ●The final proceeds are uncertain, as the number of shares issued depends on the exercise of the over-allotment option in the bought deal. This means the actual capital raised could be less than the headline $7,000,000.

Bottom line

Galleon Gold is raising up to $7,000,000 from Pan American Silver through an upsized private placement at $1.12 per share, with proceeds intended for the West Cache Gold Project and general use. The deal is structured to close concurrently with a bought deal offering in early November 2026, but remains subject to regulatory and exchange approvals, as well as the completion of the bought deal itself. The transaction is a related party deal but falls below the 25% market capitalization threshold, allowing exemption from certain minority protections. Investors should recognize that the final amount raised is not fixed and will depend on the bought deal's over-allotment outcome. The most important takeaway is that while this financing could provide significant near-term capital for project advancement, execution risks remain until all conditions are satisfied and funds are received.

Announcement summary

(TSXV:GGO) (FSE:3H90) Galleon Gold Corp. announced that the concurrent non-brokered private placement offering of common shares to Pan American Silver Corp. at a price of $1.12 per share has been upsized from 4,241,071 shares to up to 6,250,000 shares at the offer price, for total gross proceeds of up to $7,0000,000. The final number of shares issued in the non-brokered offering will depend on the extent to which the over-allotment option under the bought deal offering is exercised and will be determined concurrently with the closing of the bought deal offering. The company intends to use the gross proceeds from the sale of shares for advancement of the West Cache Gold Project and for working capital and general corporate purposes. More information regarding the bought deal offering and the non-brokered offering can be found in the company's press releases dated October 19, 2026. Galleon Gold will file an amended and restated offering document relating to the bought deal offering, which will be accessible under the company's profile at www.sedarplus.ca and on the company's website. The offerings are expected to close concurrently on or about November 3, 2026, or on such other date as may be agreed to by the company and ATB Cormark Capital Markets with respect to the bought deal offering, and by the company and Pan American with respect to the non-brokered offering, in each case subject to compliance with applicable securities laws. Completion of each of the offerings is subject to certain customary closing conditions, including receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. Completion of the non-brokered offering is conditional on the completion of the bought deal offering, but the bought deal offering is not conditional on the completion of the non-brokered offering. Pan American Silver is a related party of the company for purposes of Multilateral Instrument 61-101, and the non-brokered offering will constitute a related party transaction under MI 61-101. The company will rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter nor the consideration for the transaction will exceed 25% of the company's market capitalization. The securities sold to Pan American will be issued pursuant to exemptions from the prospectus requirements under NI 45-106 and the registration requirements of the U.S. Securities Act, and will be subject to a hold period of four months and one day from the closing date under applicable Canadian securities laws. The securities have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an exemption. 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.

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