Galloper Gold Announces Closing of Non-Brokered Private Placement

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VANCOUVER, BC / ACCESSWIRE / July 10, 2024 / Galloper Gold Corp. (CSE:BOOM) (“Golden Gallop” or the “Business“) announces that it has completed its previously announced non-brokered private placement (the “Offer“), as described in its press release dated May 23, 2024, pursuant to which it issued an aggregate of 10,000,000 units (each, a “Unit“) at a price of $0.08 per unit, for total gross proceeds of $800,000. Due to increased interest, the offering size has been increased from $750,000, the amount originally anticipated in the press release dated May 23, 2024.

Each Unit consists of one common share in the capital of the Company (each, a “Common Share”).Share“) and one-half non-transferable stock subscription warrant (each, a “To guarantee“). Each warrant will entitle the holder to purchase one additional share in the capital of the Company (each, a “Warrant Action“and collectively with the Units, Shares and Warrants, the “Securities“) for a period of 24 months from the Closing Date at an exercise price of $0.15 per Warrant Share, subject to the Acceleration Provision (as defined below). If the daily trading price of the Shares on the Canadian Securities Exchange (“Exchange“) (or any other exchange on which the shares may be traded at that time) is $0.25 or more per share for ten (10) consecutive trading days, the Company, within five days following such event, may accelerate the expiration date of the warrants by giving notice by press release to the holders thereof and, in such event, the warrants will expire on the first day that is 30 calendar days after the date on which the press release is issued by the Company (the “Acceleration arrangement“).

The Company paid cash finder’s fees totaling $14,694.40 and issued a total of 183,680 share purchase warrants (each, a “Discovery warrant“) to certain discoverers in connection with the closing of the Offering. Each discoverer warrant may be exercised into one share (each, a “Investigation mandate Share“) at a price of $0.15 per share of the initiator warrant for a period of 24 months from the date of issuance, subject to the acceleration provision.

The Company intends to use the aggregate gross proceeds for general and administrative purposes and for marketing and investor relations expenses, and may, if warranted, be used for further exploration of the Company’s mineral exploration projects.

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The securities issued pursuant to the Offering, including the Warrant Shares and Finder’s Warrant Shares issuable upon exercise of the Warrants and Finder’s Warrants, as applicable, are subject to a statutory hold period expiring on November 10, 2024, in accordance with applicable securities laws and the policies of the Exchange.

None of the securities sold in the Offering will be registered under the United States Securities Act of 1933, as amended, and none of such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors,

Mr. Mark Scott
CEO and Director
Galloper Gold Corp.

Company contact [email protected]778-655-9266

Forward-Looking Statements and Cautionary Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate,” “plan,” “continue,” “expect,” “estimate,” “objective,” “may,” “project,” “should,” “predict,” “potential” and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning, without limitation, statements relating to the Offering and its terms, including the intended use of proceeds from the Offering; the expiration of the hold periods for the securities distributed pursuant to the Offering; and other matters concerning the Company’s business plans. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that they will prove to be correct. Because forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties, including the risk that the proceeds of the Offering will not be used as indicated herein. Actual results could differ materially from those currently anticipated as a result of a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with mineral exploration generally, risks related to financial markets, risks related to the state of financial markets or future metal prices and other risks described in the Company’s public information.

Management has provided the above summary of risks and assumptions relating to forward-looking statements in this press release in order to provide readers with a more complete perspective on the Company’s future operations. The Company’s actual results, performance or achievements could differ materially from those expressed or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do occur, what benefits the Company will derive therefrom. These forward-looking statements are made as of the date of this press release and, except as required by applicable securities laws, the Company disclaims any intention or obligation to publicly update any forward-looking statements, whether as a result of new information, future events or results or otherwise.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Galloper Gold Corp.

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