Toronto, Ontario--(Newsfile Corp. - November 3, 2026) - Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the "Company" or "Galleon Gold") is pleased to announce that it has closed its previously announced and upsized "bought deal" private placement (the "Bought Deal Offering"), including the full exercise of the over-allotment option (the "Over-Allotment Option"), for aggregate gross proceeds of approximately $30 million. Pursuant to the Bought Deal Offering, the Company issued: (i) 4,717,000 common shares of the Company ("Common Shares") as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (the "FT Shares") at a price of $1.59 per FT Share for aggregate gross proceeds of approximately $7.5 million; and (ii) 20,089,271 Common Shares (the "HD Shares") at a price of $1.12 per HD Share for aggregate gross proceeds of approximately $22.5 million, which includes 2,678,571 HD Shares issued pursuant to the full exercise of the Over-Allotment Option for gross proceeds of approximately $3 million. The Company also announces that it has closed its previously announced and upsized concurrent non-brokered private placement to Pan American Silver Corp. ("Pan American") of 6,250,000 Common Shares at a price of $1.12 per Common Share for aggregate gross proceeds of $7 million (the "Non-Brokered Offering" and, together with the Bought Deal Offering, the "Offerings"). All amounts are in Canadian dollars.
The Company intends to use the gross proceeds from the sale of FT Shares to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Tax Act that will qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act and as eligible expenditures for purposes of the Ontario focused flow-through share tax credit on the West Cache Gold Project (the "Project") in Timmins, Ontario. Such expenditures will be renounced to the initial purchasers of the FT Shares with an effective date no later than December 31, 2026 and will be incurred no later than December 31, 2027. The net proceeds from the sale of HD Shares and the Non-Brokered Offering will be used for advancement of the Project and for working capital and general corporate purposes.
The Bought Deal Offering was completed by a syndicate of underwriters led by ATB Cormark Capital Markets, as lead underwriter and sole bookrunner, and including Stifel Nicolaus Canada Inc. (collectively, the "Underwriters"). In consideration for their services, the Underwriters received a cash commission equal to 6.0% of the gross proceeds of the Bought Deal Offering, including the gross proceeds from the exercise of the Over-Allotment Option. No commission was paid in connection with the Non-Brokered Offering. The Offerings remain subject to the final acceptance of the TSX Venture Exchange (the "TSXV").
Bought Deal Offering
The FT Shares and 1,898,771 of the HD Shares were issued to purchasers resident in each of the provinces of Canada pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended by OSC Rule 45-513 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), and are not subject to a hold period under applicable Canadian securities laws.
The remaining HD Shares were issued on a private placement basis in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in certain other jurisdictions outside of Canada and the United States, in each case in reliance on OSC Rule 72-503 - Distributions Outside Canada, and are not subject to a hold period under applicable Canadian securities laws. HD Shares issued in the United States are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act. The Common Shares issued to insiders of the Company under the Bought Deal Offering are subject to a four-month hold period pursuant to the policies of the TSXV, expiring March 4, 2027.
The amended and restated offering document dated October 20, 2026 relating to the Bought Deal Offering, in both English and French, is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://galleongold.com.
Non-Brokered Offering
The Common Shares issued to Pan American pursuant to the Non-Brokered Offering were issued pursuant to exemptions from the prospectus requirements under NI 45-106 and the registration requirements of the U.S. Securities Act and are subject to a hold period of four months and one day under applicable Canadian securities laws, expiring March 4, 2027.
MI 61-101 Disclosure
Pan American subscribed for 6,250,000 Common Shares under the Non-Brokered Offering for aggregate gross proceeds of $7,000,000. Certain directors and officers of the Company also subscribed for a total of 128,571 Common Shares under the Bought Deal Offering for aggregate gross proceeds of $143,999.52. The participation of Pan American and such directors and officers in the Offerings constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemption from the formal valuation requirement of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market, and the exemption from the minority shareholder approval requirement of MI 61-101 contained in section 5.7(1)(a) of MI 61-101, in respect of the related party participation in the Offerings, 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 parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report more than 21 days before the closing of the Offerings, as the details of the related party participation were not settled until shortly before closing and the Company wished to complete the Offerings in an expeditious manner, which the Company considers reasonable in the circumstances.
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 (as such term is defined in Regulation S under the U.S. Securities Act), absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
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 the anticipated use of proceeds of the Offerings and the receipt of final acceptance of the TSXV. 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, including, but not limited to, the timely receipt of all necessary regulatory approvals and general economic and market conditions remaining consistent with the Company's expectations.
Some of the statements contained herein may be forward-looking statements, which involve known and unknown risks and uncertainties. Forward-looking information includes, but is not limited to, statements with respect to the use of proceeds of the Offerings, the tax treatment of the FT Shares, the timing of incurring and renouncing qualifying expenditures, the receipt of final acceptance of the TSXV, potential mineralization and resources, exploration results, expectations, plans, and objectives of Galleon Gold.
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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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