Mr. David Russell reports

GALLEON GOLD COMPLETES $46 MILLION SENIOR SECURED DEBT FINANCING WITH PAN AMERICAN SILVER CORP.

Further to Galleon Gold Corp.'s press release dated Nov. 24, 2025, it has entered into a credit facility of up to $46-million with Pan American Silver Corp.

Facility details

• 24-month maturity from closing with principal repayable at maturity, subject to a prepayment provision after one year;
• Bears interest at a floating rate equal to the 12-month prime reference rate plus 7.00 per cent, payable monthly in arrears;
• The facility is secured by first-ranking security over substantially all of the company's assets, including the West Cache gold project, subject to customary permitted encumbrances;
• An arrangement fee equal to 2.5 per cent of the facility;
• Standby fee on the daily unadvanced portion of the facility at a rate of 1.6 per cent per annum. The standby fee is payable in arrears on each interest payment date;
• Arrangement fee, interest payments and standby fee are payable in cash or, at Pan American's option, in common shares of the company, subject to applicable regulatory requirements and stock exchange approval.

"This financing represents a major milestone for Galleon Gold and along with the recent $30-million equity raised provides the capital required to completed the planned bulk sample at West Cache," said David Russell, president and chief executive officer of Galleon Gold. "The support of Pan American Silver underscores the strength of the project and positions the company to execute its near-term development objectives."

Funds drawn from the facility will be used to advance underground development and infrastructure required to complete the bulk sample program at the company's West Cache gold project and for working capital and general corporate purposes. An initial draw of $11-million will be used to finance the repurchase of the existing 3-per-cent net smelter return royalty on the project.

Pan American has elected to receive its arrangement fee of $1.15-million in common shares. The company will issue a total of 1,074,766 common shares at a price of $1.07 per share in satisfaction of the arrangement fee. The issuance of the arrangement fee shares in satisfaction of the arrangement fee has been conditionally accepted by the TSX Venture Exchange, subject to meeting customary conditions for final acceptance.

The facility and the issuance of the arrangement fee shares each constitute a related party transaction, for the company within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as, at the time of entering into the facility, Pan American was a related party of the company by reason of its ownership of more than 10 per cent of the issued and outstanding common shares. In connection with the facility, the company has relied on the exemption from the formal valuation requirement of MI 61-101 contained in Section 5.5(b) as the company's common shares are not listed in a specified market and minority shareholder approval requirement of MI 61-101 contained in Section 5.7(1)(f) of MI 61-101, as the facility is a commercial loan with no equity or voting component. In connection with the issuance of the arrangement shares, the company has relied on the exemption from the formal valuation requirement of MI 61-101 contained in Section 5.5(b) as the company's common shares are not listed in a specified market and minority shareholder approval requirement of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).

Prior to the issuance of the arrangement fee shares, Pan American owned 18.75 million common shares, 9,375,000 warrants and the debenture or 14.41 per cent of the issued and outstanding common shares on a non-diluted basis, and 29.19 per cent on a partially diluted basis, assuming exercise and conversion the warrants (as defined below) and the debenture (as defined below), respectively, in full. Following the issuance of the arrangement fee shares, Pan American will own 19,824,766 common shares, 9,375,000 warrants and the debenture or 15.11 per cent of the issued and outstanding common shares on a non-diluted basis and 29.67 per cent on a partially diluted basis, assuming exercise and conversion the warrants and debenture, respectively, in full. The ability of Pan American to exercise the warrants and convert the debenture remains subject to certain restrictions discussed below.

Summary of Pan American investments with Galleon Gold

On Aug. 13, 2025, the company issued to Pan American a $8-million convertible debenture convertible into 17,777,777 common shares at a price of 45 cents per share. Prior to the issuance of the debenture, Pan American did not own or have direction or control over any common shares. Following the issuance of the debenture and assuming conversion of the debenture in full, Pan American would have owned 17,777,777 common shares or approximately 19.59 per cent of the issued and outstanding common shares on a partially diluted basis. Under the terms of the investment agreement entered into between the company and Pan American in connection with the debenture, Pan American agreed to be subject to a standstill for a period of 36 months preventing Pan American from acquiring any additional securities of the company that would result in Pan American owning or having direction or control of over more that 19.9 per cent of the issued and outstanding common shares without the prior consent of the company. The investment agreement also grants Pan American a right to participate on a pro rata basis in any future equity financings by the company until the earlier of Nov. 20, 2025, and the date that Pan American owns less than 5 per cent of the issued and outstanding common shares calculated on a fully diluted basis.

On Nov. 22, 2025, the company and Pan American made certain amendments to the debenture and the investment agreement. In particular, the debenture was amended to include a restriction providing that the debenture could not be converted to the extent that after conversion Pan American would own or have direction or control over more than 9.9 per cent of the issued and outstanding common shares. In addition, the amendment further provided that the debenture could not be converted to the extent that following conversion Pan American would own or have direction or control over more that 19.9 per cent of the issued and outstanding common shares until such time as shareholders of the company have approved Pan American as a control person of the company in accordance with the requirements of the exchange. Under the terms of the amendment, the company also agreed to seek shareholder approval for Pan American as a control person of the company at its next annual general meeting. The investment agreement was amended to extend the expiry date of the pre-emptive rights granted to Pan American to Jan. 31, 2026. The amendments were put in place as the company and Pan American were then in discussions regarding possible additional financing being provided by Pan American and then amendments were intended to help facilitate those discussions.

On Dec. 4, 2025, Pan American purchased 18.75 million units of the company at a price of 60 cents per unit for an aggregate purchase price of $11.25-million with each unit comprising one common shares and one-half common share purchase warrant. The investment by Pan American completed along with a larger brokered financing of 31.25 million units for gross proceeds of $18.75-million. Prior to the completion of the December, 2025, financing, Pan American did not own or have direction of any common shares and owned the debenture, which was convertible into to 17,777,777 common shares, subject to restriction that Pan American cannot convert the debenture to extent it would own more than 9.9 per cent of the issued and outstanding common shares following conversion. Following the December, 2025, financing, Pan American owned 18.75 million common shares, 9,375,000 warrants and the debenture or 14.70 per cent of the issued and outstanding common shares on a non-diluted basis and 29.68 per cent on a partially diluted basis, assuming exercise and conversion the warrants and debenture, respectively, in full. The ability of Pan American to exercise the warrants and convert the debenture remains subject to the restriction on Pan American's ability to exercise the warrants or covert the debenture where Pan American's postexercise or conversion holding of common shares would be greater than 19.9 per cent of the issued and outstanding common shares unless shareholders of the company have first approved Pan American as a control person of the company in accordance with the policies of the exchange. The ability of Pan American to exercise the warrants and convert the debenture also remains subject to the standstill provisions contained in the investment agreement.

About Galleon Gold Corp.

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

We seek Safe Harbor.