Blue Gold Ltd 6-K, filed May 6, 2026
Blue Gold Ltd (BGL)
About this 6-K
Blue Gold Ltd filed this 6-K on May 6, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number 001-42717
Blue Gold Limited
(Translation of registrant’s name into English)
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT
Entry into Exchange Agreements
On May 5, 2026, Blue Gold Limited (the “Company”) entered into two exchange agreements (the “Exchange Agreements”) with Kaela Ritchie (the “Lender”), pursuant to which the Company exchanged certain outstanding indebtedness owed to the Lender under two facility agreements for newly issued Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company.
Pursuant to the first exchange agreement (“Exchange Agreement A”), dated May 5, 2026, the Company exchanged the entirety of its outstanding indebtedness under that certain Facility Agreement, dated January 10, 2026, in the aggregate amount of $2,042,132 (reflecting all principal, plus all accrued and unpaid interest through the date of the Exchange Agreement), for 2,042,132 Class A Ordinary Shares.
Pursuant to the second exchange agreement (“Exchange Agreement B”), dated May 5, 2026, the Company exchanged the entirety of its outstanding indebtedness under that certain Facility Agreement dated March 26, 2026, in the aggregate amount of $778,617 (reflecting all principal, plus all accrued and unpaid interest through the date of the Exchange Agreement), for 778,617 Class A Ordinary Shares.
Each exchange was effected in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), with no commission or other remuneration paid in connection therewith. Pursuant to each Exchange Agreement, the Company has agreed to file, within sixty (60) days following May 5, 2026, a registration statement on Form F-1 (or another appropriate form) to register for resale the Class A Ordinary Shares issued in the exchanges, and to use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable.
Entry into Facility Agreement
On May 5, 2026, concurrently with the execution of the Exchange Agreements, the Company entered into a Facility Agreement (the “New Facility Agreement”) with the Lender that provides for a drawdown loan facility of up to $4,000,000, subject to increase upon mutual agreement of the parties. The facility is available for drawdown by the Company for a period of six months with a maximum aggregate drawdown per week of $500,000. Interest will accrue at 10% per year on the drawn amounts. At any time and from time to time prior to maturity, the Lender has the right, but not the obligation, to deliver a mandatory conversion notice requiring the Company to convert all or any portion of the outstanding balance into Class A Ordinary Shares at a conversion price of $1.00 per share (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Class A ordinary shares following May 5, 2026) (the “Conversion Shares”). The Company is obligated to prepare and file a registration statement with the SEC within sixty (60) calendar days following the date of a mandatory conversion notice to register the Conversion Shares, and shall use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable. At maturity, the Company shall repay the balance and interest, provided, that, the Company may repay the balance at any time prior to maturity without premium or penalty. The New Facility Agreement matures on May 5, 2027.
Dilutive Issuance Notice
On May 5, 2026, the Company delivered a notice of dilutive issuance to 3i, LP, a Delaware limited partnership (the “Holder”), pertaining to certain outstanding senior convertible notes issued pursuant to the Securities Purchase Agreement by and between the Company and the Holder, dated August 29, 2025, notifying the Holder that, in connection with the Company’s entry into the Facility Agreement, the conversion price of the senior convertible notes held by the Holder will be reduced pursuant to the anti-dilution provisions set forth in Section 7(c) of the senior convertible notes such that the conversion price applicable to the senior convertible notes will be reduced to mean the lower of (A) 93% of the lowest volume weighted average price (VWAP) of the Company’s Class A Ordinary Shares during the three (3) trading days immediately preceding the date the conversion notice is delivered, but in no event lower than $0.50, and (B) $1.00, in each case as adjusted for stock splits, stock dividends, combinations, recapitalizations and similar events.
The foregoing description of Exchange Agreement A, Exchange Agreement B and the New Facility Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements, copies of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Report on Form 6-K.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2026
| BLUE GOLD LIMITED | ||
| By: | /s/ Andrew Cavaghan | |
| Andrew Cavaghan | ||
| Chief Executive Officer | ||
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Exhibit 10.1
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of May 5, 2026 (the “Effective Date”), is entered into by and between BLUE GOLD LIMITED, a Cayman Islands exempted company with its registered office located at 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman Islands (the “Company”); and KAELA RITCHIE, a natural person (the “Lender”). As used herein, the term “Parties” shall be used to refer to the Company and the Lender together.
WHEREAS:
A. Pursuant to that certain Facility Agreement, dated as of January 10, 2026 (the “Facility Note”), by and between the Lender and the Company, the Company has borrowed from Lender an aggregate outstanding amount of $2,042,132 (reflecting all principal, plus all interest accrued and unpaid thereon to the date of this Agreement) (“Indebtedness”).
B. The Lender and the Company desire to exchange (the “Exchange”) the Facility Note and the entire outstanding amount of the Indebtedness reflected in the Facility Note on the basis and subject to the terms and conditions set forth in this Agreement, for 2,042,132 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Exchange Shares”).
C. The Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
NOW THEREFORE, in consideration of the premises and for the good and valuable consideration, the parties hereby agree as follows:
1.0 Exchange of Facility Note. On the Effective Date, subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Lender shall convey, assign and transfer the Facility Note to the Company in exchange for which the Company shall issue the Exchange Shares to the Lender. Immediately following the delivery of the Exchange Shares to the Lender, the Lender shall relinquish all rights, title and interest in the Indebtedness (including any claims the Lender may have against the Company related thereto) and assign the same to the Company, and the Indebtedness and Facility Note shall be deemed canceled and the Facility Note of no further force or effect. The Parties agree that, notwithstanding anything to the contrary herein, assuming the accuracy of the representations and warranties of each of the Company and the Lender set forth in Sections 2 and 3 of this Agreement, respectively, the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act. Within sixty (60) days following the Effective Date, the Company shall file a new registration statement on Form F-1, or another appropriate form, to register for resale the Exchange Shares, and use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable.
2.0 Representations of the Company. The Company hereby makes to the Lender the following representations and warranties as of the Effective Date:
2.01 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies generally.
2.02 No Conflicts. The execution, delivery and performance of this Agreement and the issuance of the Exchange Shares by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s memorandum and articles of incorporation, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien or encumbrance upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing a Company or subsidiary debt or otherwise) or other material understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary thereof is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a subsidiary is subject, or by which any property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect on the Company or its business or financial condition.
2.03 Filings, Consents and Approvals. The Company is not required to obtain any approval, consent, waiver, authorization or order of, give any notice to, or make any filing, qualification or registration with, any court or other federal, state, local, foreign or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Company of this Agreement, including without limitation the issuance of the Exchange Shares.
2.04 No Consideration Paid. No consideration, commission or other remuneration has been paid by the Lender to the Company, its subsidiaries or any of their agents or affiliates in connection with the Exchange.
2.05 Section 3(a)(9). The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Shares pursuant to this Agreement to be integrated with prior offerings of securities by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Shares to the Lender pursuant to Section 3(a)(9) of the Securities Act. The Company has not taken any action that would cause the Exchange, issuance and delivery of the Exchange Shares to be integrated with other offerings to the effect that the delivery of the Exchange Shares to the Lender would be exempt from the registration requirements under the Securities Act pursuant to Section 3(a)(9) thereof.
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3.0 Representations of the Lender. The Lender hereby makes to the Company the following representations and warranties as of the Effective Date:
3.01 Reliance on Exemptions. The Lender understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Exchange Shares.
3.02 No Governmental Review. The Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Exchange Shares or the fairness or suitability of the investment in the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares.
3.03 Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Lender and shall constitutes the legal, valid and binding obligations of the Lender enforceable against the Lender in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies generally.
3.04 No Conflicts. The execution, delivery and performance by the Lender of this Agreement, and the consummation by the Lender of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Lender or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Lender is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Lender, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Lender to perform Lender’s obligations hereunder.
3.05 Investment Risk; Sophistication. The Lender is acquiring the Exchange Shares hereunder in the ordinary course of Lender’s business. The Lender has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Exchange Shares, and has so evaluated the merits and risk of such investment. The Lender is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.
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3.06 Ownership of Existing Securities. The Lender owns the Facility Note, free and clear of any liens (other than the obligations pursuant to this Agreement and applicable securities laws) and has the requisite power and authority to enter into and perform Lender’s obligations under this Agreement and to consummate the transactions contemplated hereby.
4.0 Miscellaneous.
4.01 Counterparts. This Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
4.02 Effect of Invalidity. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
4.03 Matter of Further Assurances and Cooperation. The Lender and the Company hereby agree and the Company further agrees that it shall provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement without unreasonable delay.
4.04 Successors. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnitees of each of the Parties to this Agreement.
4.05 Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the Parties and supersedes and replaces all prior negotiations and agreements of the Parties, whether written or unwritten, with respect to the subject matter hereof.
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4.06 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.
4.07 Consent to Jurisdiction. Each of the Company and the Lender (i) hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case sitting in the County of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Lender consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address, as applicable, and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.07 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Lender hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Agreement shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.
4.08 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
[Balance of the Page Intentionally Left Blank; Signatures Follow on Subsequent Pages]
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IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date first set forth above.
| COMPANY: | ||
| BLUE GOLD LIMITED | ||
| By: | /s/ Andrew Cavaghan | |
| Name: | Andrew Cavaghan | |
| Title: | CEO and Director | |
| LENDER: | |
| /s/ KAELA RITCHIE | |
| KAELA RITCHIE |
[Signature Page to Exchange Agreement]
Exhibit 10.2
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of May 5, 2026 (the “Effective Date”), is entered into by and between BLUE GOLD LIMITED, a Cayman Islands exempted company with its registered office located at 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman Islands (the “Company”); and KAELA RITCHIE, a natural person (the “Lender”). As used herein, the term “Parties” shall be used to refer to the Company and the Lender together.
WHEREAS:
A. Pursuant to that certain Facility Agreement, dated as of March 26, 2026 (the “Facility Note”), by and between the Lender and the Company, the Company has borrowed from Lender an aggregate outstanding amount of $778,617, (reflecting all principal, plus all interest accrued and unpaid thereon to the date of this Agreement) (“Indebtedness”).
B. The Lender and the Company desire to exchange (the “Exchange”) the Facility Note and the entire outstanding amount of the Indebtedness reflected in the Facility Note on the basis and subject to the terms and conditions set forth in this Agreement, for 778,617 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Exchange Shares”).
C. The Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
NOW THEREFORE, in consideration of the premises and for the good and valuable consideration, the parties hereby agree as follows:
1.0 Exchange of Facility Note. On the Effective Date, subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Lender shall convey, assign and transfer the Facility Note to the Company in exchange for which the Company shall issue the Exchange Shares to the Lender. Immediately following the delivery of the Exchange Shares to the Lender, the Lender shall relinquish all rights, title and interest in the Indebtedness (including any claims the Lender may have against the Company related thereto) and assign the same to the Company, and the Indebtedness and Facility Note shall be deemed canceled and the Facility Note of no further force or effect. The Parties agree that, notwithstanding anything to the contrary herein, assuming the accuracy of the representations and warranties of each of the Company and the Lender set forth in Sections 2 and 3 of this Agreement, respectively, the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act. Within sixty (60) days following the Effective Date, the Company shall file a new registration statement on Form F-1, or another appropriate form, to register for resale the Exchange Shares, and use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable.
2.0 Representations of the Company. The Company hereby makes to the Lender the following representations and warranties as of the Effective Date:
2.01 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies generally.
2.02 No Conflicts. The execution, delivery and performance of this Agreement and the issuance of the Exchange Shares by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s memorandum and articles of incorporation, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien or encumbrance upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing a Company or subsidiary debt or otherwise) or other material understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary thereof is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a subsidiary is subject, or by which any property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect on the Company or its business or financial condition.
2.03 Filings, Consents and Approvals. The Company is not required to obtain any approval, consent, waiver, authorization or order of, give any notice to, or make any filing, qualification or registration with, any court or other federal, state, local, foreign or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Company of this Agreement, including without limitation the issuance of the Exchange Shares.
2.04 No Consideration Paid. No consideration, commission or other remuneration has been paid by the Lender to the Company, its subsidiaries or any of their agents or affiliates in connection with the Exchange.
2.05 Section 3(a)(9). The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Shares pursuant to this Agreement to be integrated with prior offerings of securities by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Shares to the Lender pursuant to Section 3(a)(9) of the Securities Act. The Company has not taken any action that would cause the Exchange, issuance and delivery of the Exchange Shares to be integrated with other offerings to the effect that the delivery of the Exchange Shares to the Lender would be exempt from the registration requirements under the Securities Act pursuant to Section 3(a)(9) thereof.
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3.0 Representations of the Lender. The Lender hereby makes to the Company the following representations and warranties as of the Effective Date:
3.01 Reliance on Exemptions. The Lender understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Exchange Shares.
3.02 No Governmental Review. The Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Exchange Shares or the fairness or suitability of the investment in the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares.
3.03 Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Lender and shall constitutes the legal, valid and binding obligations of the Lender enforceable against the Lender in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies generally.
3.04 No Conflicts. The execution, delivery and performance by the Lender of this Agreement, and the consummation by the Lender of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Lender or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Lender is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Lender, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Lender to perform Lender’s obligations hereunder.
3.05 Investment Risk; Sophistication. The Lender is acquiring the Exchange Shares hereunder in the ordinary course of Lender’s business. The Lender has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Exchange Shares, and has so evaluated the merits and risk of such investment. The Lender is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.
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3.06 Ownership of Existing Securities. The Lender owns the Facility Note, free and clear of any liens (other than the obligations pursuant to this Agreement and applicable securities laws) and has the requisite power and authority to enter into and perform Lender’s obligations under this Agreement and to consummate the transactions contemplated hereby.
4.0 Miscellaneous.
4.01 Counterparts. This Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
4.02 Effect of Invalidity. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
4.03 Matter of Further Assurances and Cooperation. The Lender and the Company hereby agree and the Company further agrees that it shall provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement without unreasonable delay.
4.04 Successors. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnitees of each of the Parties to this Agreement.
4.05 Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the Parties and supersedes and replaces all prior negotiations and agreements of the Parties, whether written or unwritten, with respect to the subject matter hereof.
4.06 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.
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4.07 Consent to Jurisdiction. Each of the Company and the Lender (i) hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case sitting in the County of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Lender consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address, as applicable, and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.07 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Lender hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Agreement shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.
4.08 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
[Balance of the Page Intentionally Left Blank; Signatures Follow on Subsequent Pages]
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IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date first set forth above.
| COMPANY: | ||
| BLUE GOLD LIMITED | ||
| By: | /s/ Andrew Cavaghan | |
| Name: | Andrew Cavaghan | |
| Title: | CEO and Director | |
| LENDER: | |
| /s/ KAELA RITCHIE | |
| KAELA RITCHIE |
[Signature Page to Exchange Agreement]
Exhibit 10.3
BLUE GOLD LIMITED
and
KAELA RITCHIE
FACILITY AGREEMENT
THIS FACILITY AGREEMENT is made on May 5, 2026
BETWEEN:
BLUE GOLD LIMITED, a Cayman Islands exempted company with its registered office located at 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman Islands (the Borrower); and
KAELA RITCHIE (the Lender), together, the Lender and the Borrower are herein referred to as the Parties.
WHEREAS:
| (A) | The Lender is providing a drawdown loan facility to the Borrower of up to US$4,000,000 (Four Million United States Dollars), subject to increase upon the mutual agreement of Lender and Borrower. |
| (B) | The Parties wish to record their agreement as to the terms of such Facility for purposes of providing the Borrower with working capital. |
NOW IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
| 1.1 | Unless the context otherwise requires, in this Agreement the following expressions shall have the following meanings :- |
| Facility | US$4,000,000.00 (Four Million United States Dollars), subject to increase upon the mutual agreement of Lender and Borrower; | ||
| Advance Balance | the total amount of the Facility that has been drawn and remains outstanding; | ||
| Business Day | a day other than a Saturday or a Sunday on which banks are open in London; | ||
| Drawdown | a drawdown under the Facility exercised by the Borrower; | ||
| Effective Date | May 5, 2026; | ||
| Interest | interest shall accrue at ten percent (10%) per annum only on Drawn Amounts from the date of each advance. All computations of interest shall be based on a 365-day year for the actual number of days occurring in the period for which such interest is payable. | ||
| Maturity | 12 calendar months after the Effective Date, or such later date agreed by the Parties; | ||
| US$ or US Dollars | the lawful currency for the time being of the United States of America. |
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| 1.2 | Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time extended amended or re-enacted. |
| 1.3 | Reference to a Party or Parties means a party or parties to this Agreement (including permitted assigns, transferees or successors in title in accordance with the terms of this Agreement). |
| 1.4 | The words “include”, “including” and “in particular” shall not be construed as limiting the generality of the foregoing words. |
| 1.5 | The headings in this Agreement are inserted for convenience only and shall not affect the construction, or interpretation of this Agreement. |
| 1.6 | Unless otherwise stated a reference to a Clause or a Schedule is a reference to a clause, sub-clause in or a schedule to this Agreement. The Schedule comprises a schedule to this Agreement and forms part of this Agreement. |
| 2. | FACILITY |
| 2.1 | The Facility shall be available for drawdown by the Borrower for a period of 6 months from the Effective Date (the “Availability Period”). Any portion of the Facility not drawn by the end of the Availability Period shall be cancelled. |
| 2.2 | Notwithstanding anything to the contrary contained herein, at any time and from time to time prior to the date of Maturity, the Lender shall have the right, but not the obligation, to deliver a mandatory conversion notice to the Borrower requiring the Borrower to convert all or any portion of the outstanding Advance Balance into shares of the Borrower’s Class A ordinary shares, par value $0.0001 per share (collectively, the “Conversion Shares”), at a conversion price per share of $1.00 (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Class A ordinary shares following the Effective Date). |
| 2.3 | Within sixty (60) days following the date of any conversion hereunder, the Borrower shall file a new registration statement on Form F-1, or another appropriate form, to register for resale the Conversion Shares, and use commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable. |
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| 3. | DRAWDOWNS |
| 3.1 | The Borrower may request a Drawdown by delivering a written notice (“Drawdown Request”) specifying the requested amount and proposed funding date. |
| 3.2 | The Borrower shall be limited to a maximum aggregate Drawdown per week of US$500,000.00 (Five Hundred Thousand Dollars). |
| 3.3 | The Lender shall fund any Drawdown by wire transfer of immediately available funds no later than the fifth calendar day after the date of the Drawdown Request. |
| 3.4 | Amounts advanced hereunder are referred to as “Drawn Amounts”. Amounts not yet advanced remain as “Undrawn Facility”. |
| 4. | REPAYMENT AND PREPAYMENT |
| 4.1 | The Borrower shall repay the Advance Balance and Interest in full at Maturity. |
| 4.2 | The Borrower may repay any portion of the Advance Balance at any time prior to Maturity without premium or penalty provided that any such payment will be applied first to the payment of costs and expenses due under this Facility, second to interest accrued on the Advance Balance and third, if the amount of payment exceeds the amount of all such costs, expenses and accrued interest, to the payment of the oldest outstanding Drawn Amount. |
| 5. | GENERAL |
| 5.1 | No failure or delay by the Lender in exercising any right or remedy provided by law or under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other right or remedy. |
| 5.2 | The Borrower shall make all payments under or in respect of this Agreement without set-off or counterclaim and free and clear of any withholding or deduction for or on account of tax, save as may be required by law, provided that if the Borrower is required by law or in any event make any such reduction or withholding it will pay to the Lender such amount as will after such tax has been deducted or withheld be the same amount as the Borrower would have been entitled to receive in the absence of the tax deduction or withholding. |
| 5.3 | A certificate signed by any officer of the Lender as to any amounts due hereunder shall be final and binding upon the Borrower save for any manifest error on the face thereof. |
| 5.4 | This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and references in this Agreement to either of them shall be construed accordingly. |
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| 5.5 | The Lender shall be entitled at any time to assign the benefit (subject to the burden) of this Agreement. The Borrower may not assign or transfer any of its rights and/or obligations under this Agreement. |
| 5.6 | No purported variation of this Agreement shall be effected unless made in writing and signed by all Parties. Any waiver by the Lender of any breach or other terms of this Agreement, and any consent or approval given by the Lender for the purposes of this Agreement, shall only be effective if given in writing and then only for the purpose and upon the terms and conditions, if any, on which it is granted. |
| 5.7 | If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions of this Agreement. |
| 5.8 | This Agreement may be entered into in two or more counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all counterparts shall together constitute one and the same instrument. |
| 5.9 | The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the continuation in force of the remainder of this Agreement. |
| 6. | NOTICES |
| 6.1 | Any notice or other communication required or authorised to be served or otherwise dealt with under this Agreement shall be in writing and signed by or on behalf of the party giving the same. |
| 6.2 | Such notice or other communication shall be deemed to have been duly served if delivered by hand or sent by email to the relevant Party at its address set out below (or such other address as shall be notified pursuant to this Clause 7 from time to time. |
BORROWER
Email:
Address: Blue Gold Limited, 94
Solaris Avenue, Camana Bay, Grand
Cayman, KY1-1108, Cayman Islands
For the attention of: Andrew Cavaghan
LENDER
Email:
Address:
For the attention of: Kaela Ritchie
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| 7. | GOVERNING LAW |
| 7.1 | This Facility and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Facility, or the negotiation, execution or performance of this Facility shall be governed by and construed in accordance with the laws of the state of New York, including without limitation New York laws relating to applicable statutes of limitation and burdens of proof, available remedies and applicable evidentiary privileges. |
| 7.2 | The courts of the State of New York, in the County of New York (the “Specified Courts”) shall have exclusive jurisdiction in relation to all matters which may arise out of or in connection with this Facility (each, an “Action”). Each of Borrower and Lender (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Note may not be enforced in or by any Specified Court. Each of Borrower and Lender agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each such party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Note, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Clause 6.2. Nothing in this Clause 7.2 shall affect the right of any party to serve legal process in any other manner permitted by law. |
| 7.3 | Each of Borrower and Lender waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any action directly or indirectly arising out of, under or in connection with this Facility. Each such party (a) certifies that no representative of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of any action, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties have been induced to enter into this transactions contemplated by this note by, among other things, the mutual waivers and certifications in this clause 7.3. |
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IN WITNESS WHEREOF, the undersigned have executed this Facility Note as of the Effective Date.
| SIGNED for and on behalf of | ) |
| BLUE GOLD LIMITED | ) |
| ) | |
| /s/ Andrew Cavaghan | |
| Andrew Cavaghan | |
| Director | |
| SIGNED by Kaela Ritchie | ) |
| ) | |
| ) | |
| /s/ Kaela Ritchie | |
| Kaela Ritchie |
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