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Blue Gold Ltd (NASDAQ:BGD), a metal mining company based in the Cayman Islands, announced Wednesday it has completed a second closing of its previously disclosed securities purchase agreement, issuing a senior convertible note and warrants to a buyer for a total purchase price of $1.5 million.
According to the press release statement filed with the SEC, Blue Gold Ltd issued a senior convertible note with a principal amount of $1,630,435, maturing on November 12, 2026. The note carries an annual interest rate of 7%, increasing to 12% in the event of default. The note is convertible into the company’s Class A ordinary shares at an initial conversion price of $13.51 per share, subject to adjustment as specified in the agreement.
Alongside the note, Blue Gold Ltd issued warrants to purchase up to 64,590 ordinary shares at an exercise price of $16.88 per share. These warrants are exercisable from November 12, 2025, through November 12, 2030, and the exercise price is subject to customary adjustments for events such as stock splits or dividends.
The agreement includes covenants restricting the company from incurring additional indebtedness, creating liens, paying cash dividends, transferring assets, or changing its line of business. Standard default provisions apply, including failure to make payments, breach of covenants, or insolvency.
The transaction was conducted under exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.
This information is based on a press release statement from Blue Gold Ltd’s recent SEC filing.
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