Galleon Gold Announces Upsize of Previously Announced Bought Deal Private Placement to $27M

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TORONTO, Oct. 19, 2026 /CNW/ -- Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the "Company" or "Galleon Gold") is pleased to announce that, due to strong investor demand, it has entered into an amended agreement with ATB Cormark Capital Markets ("ATB Cormark"), as lead underwriter and sole bookrunner, on behalf of itself and a syndicate of underwriters (collectively, the "Underwriters"), to increase the size of its previously announced bought deal private placement from approximately $20 million to approximately $27 million. Under the amended terms, the Underwriters have agreed to purchase, on a bought-deal basis: (i) 4,717,000 common shares to be issued 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 (the "FT Offering Price") for aggregate gross proceeds of approximately $7.5 million; and (ii) 17,410,700 common shares (the "HD Shares") at a price of $1.12 per HD Share (the "HD Offering Price"), for aggregate gross proceeds of approximately $19.5 million (as amended, the "Bought Deal Offering"). The size of the Bought Deal Offering was increased from the previously announced 11,160,700 HD Shares. 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 and the previously announced non-brokered offering (the "Offerings") are expected to close concurrently on or about November 3, 2026 (the "Closing Date"), or on such other date as may be agreed to by the Company and ATB Cormark 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. Notwithstanding the foregoing, the closing of the sale of the FT Shares must occur no later than the 45th day following the date of this news release, failing which the FT Share portion of the Bought Deal Offering shall not proceed.  The 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. The completion of the Non-Brokered Offering is conditional on the completion of the Bought Deal Offering. The Bought Deal Offering is not conditional on the completion of the Non-Brokered Offering.

Bought Deal Offering

The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase additional HD Shares at the HD Offering Price for additional gross proceeds of up to $3,000,000. The Over-Allotment Option shall be exercisable, in whole or in part, at the sole discretion of ATB Cormark at any time prior to the Closing Date.

The Bought Deal Offering will be completed in reliance on a combination of prospectus exemptions. The FT Shares will be offered 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"), to purchasers in each of the provinces of Canada and will not be subject to a hold period pursuant to applicable Canadian securities laws.

The HD Shares will be offered (i) 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, provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions, and (ii) solely in the case of HD Shares issued upon exercise of the Over-Allotment Option, to purchasers resident in each of the provinces of Canada pursuant to the Listed Issuer Financing Exemption. The HD Shares will not be subject to a hold period under applicable Canadian securities laws.

An amended offering document (the "Offering Document") reflecting the upsize and the inclusion of Québec related to the Bought Deal Offering has been filed under the Company's profile on SEDAR+ at www.sedarplus.ca and posted on the Company's website at https://galleongold.com. A French language version of the Offering Document will be filed under the Company's profile on SEDAR+ and posted on the Company's website on or about October 20, 2026. Prospective investors should read the Offering Document before making an investment decision.

Non-Brokered Offering

The Non-Brokered Offering will consist of the issuance and sale to Pan American of 4,241,071 common shares at a price of $1.12 per share, for aggregate gross proceeds of $4,750,000. The securities sold to Pan American pursuant to the Non-Brokered Offering 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 (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 expected timing and completion of the Offerings, the filing of the French language version of the Offering Document and the anticipated use of proceeds of the Offerings.  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, the satisfaction of customary closing conditions 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 completion of the Offerings and the timing in respect thereof, the use of proceeds of the Offerings, the tax treatment of the FT Shares, the timing of incurring and renouncing qualifying expenditures, the filing of the amended Offering Document and the French language version thereof, timely receipt of all necessary approvals, including the approval of the TSX Venture Exchange, resale restrictions on the securities being offered under the Offerings, 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.

SOURCE Galleon Gold Corp.