Registration No. 333-288744

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3 to
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Blue Gold Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Mourant Governance Services (Cayman) Limited,

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108, Cayman Islands

Tel. +1 (345) 949 4123

(Address, including zip code, and telephone number, including area code, of registrant’s principal offices)

Corporation Service Company,

251 Little Falls Drive
Wilmington, DE 19808

Tel. +1 (302) 421-6100

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to

Anna T. Pinedo
Brian D. Hirshberg
Mayer Brown LLP
1221 Avenue of the Americas
New York, New York 10020-1001
Tel. (212) 506-2275
Fax (212) 849-5767

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Prospectus. ☒

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 

The information in this preliminary prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Primary offering of up to 11,500,000 ordinary shares issuable upon the exercise of warrants

Secondary offering of up to 15,411,618 ordinary shares offered by the Selling Shareholders

This Prospectus relates to the issuance by us of up to an aggregate of 11,500,000 Class A ordinary shares, par value $0.0001 per share, herein referred to as “ordinary shares,” of Blue Gold Limited, a Cayman Islands exempted company limited by shares (“Blue Gold Limited”), issuable upon the exercise of 11,500,000 warrants, herein referred to as “warrants.” The warrants are exercisable for ordinary shares at an exercise price of $11.50. The warrants were issued on the closing date of the Business Combination (defined below) in exchange for the warrants of Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares, formerly known as RCF Acquisition Corp. (“Perception”), that were underlying the units of Perception, each of which was comprised of one Class A ordinary share of Perception and one-half of one redeemable warrant of Perception, sold in Perception’s initial public offering, in addition to warrants offered by Perception in a private placement. Perception initially issued 11,500,000 warrants, which were exchanged on a one-for-one basis for warrants to purchase ordinary shares of Blue Gold Limited. As of the date of this Prospectus, 11,500,000 warrants remain outstanding. We will receive approximately $132.3 million in aggregate proceeds from the exercise of the warrants, assuming the exercise in full of all of the warrants.

There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants. The exercise price of the warrants is $11.50 per share. The likelihood that warrant holders will exercise the warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our ordinary shares. If the trading price for our ordinary shares is less than $11.50 per share, we believe holders of the warrants will be unlikely to exercise their warrants. There is no guarantee that the warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless and we may receive no proceeds from the exercise of the warrants. To the extent that any of the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. We do not expect to rely on the cash exercise of warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this Prospectus to continue to support our operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.

In addition, this Prospectus relates to the resale from time to time of our ordinary shares. The Selling Shareholders identified in this Prospectus are offering 15,411,618 ordinary shares. The Selling Shareholders may, from time to time, sell the ordinary shares offered by them described in this Prospectus. We will not receive any proceeds from the sale of ordinary shares by the Selling Shareholders. We will bear all costs, expenses and fees in connection with the registration of the Selling Shareholder’s ordinary shares underlying the warrants. The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of their ordinary shares.

On June 25, 2025 (the “Closing Date”), Blue Gold Limited consummated the previously announced business combination (the “Business Combination”) pursuant to the Second Amended and Restated Business Combination Agreement, dated as of June 12, 2024 (as amended and restated, the “BCA”), and further amended on November 7, 2024, January 8, 2025, March 28, 2025, April 30, 2025, May 8, 2025, and June 10, 2025 by and among Blue Gold Limited, Perception and Blue Gold Holdings Limited (“BGHL”). The following transactions occurred pursuant to the terms of the BCA to effectuate the Business Combination:

Prior to Perception merging with and into its wholly-owned subsidiary, Blue Gold Limited, Blue Gold Limited conducted no business operations and held no material assets. The total assets held by Blue Gold Limited, as of December 31, 2024, represent less than 0.05% of the total assets held by Perception as of December 31, 2024. For more information, see the section titled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Recent Developments.”

Our ordinary shares are listed on The Nasdaq Global Market under the symbol “BGL” and our warrants are listed on The Nasdaq Capital Market under the symbol “BGLWW.” On September 11, 2025 the closing price of our ordinary shares was $7.23 per share and the closing price of our warrants was $0.33. Our securities have recently experienced extreme volatility in price and trading volume. From June 26, 2025, the first day of trading, to September 11, 2025, the closing price of our ordinary shares ranged from as low as $7.23 to as high as $133.00 and daily trading volume ranged from 30,800 to 1,125,170 ordinary shares. Likewise, on the same period, the closing price of our warrants ranged from as low as $0.02 to as high as $0.75 and daily trading volume ranged from 10,930 to 1,803,071 warrants. During this time, we have not experienced any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. See “Risk Factors — Risks Relating to our Securities —  The price of the Blue Gold Limited ordinary shares may fluctuate significantly, which could negatively affect Blue Gold Limited and holders of its ordinary shares.”

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary —  Emerging Growth Company.”

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary —  Foreign Private Issuer.”

Investing in our ordinary shares involves risks that are described in the “Risk Factors” section beginning on page 10 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities being offered by this Prospectus, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated           , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this Prospectus any amendment or supplement to this Prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we, the Selling Shareholders, nor any of the underwriters have authorized anyone to provide you with different information. This Prospectus is an offer to sell only the ordinary shares offered by the Selling Shareholders hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our ordinary shares.

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks, service marks and trade names appearing in this Prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this Prospectus are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should consider carefully the following risk factors, as well as the other information in this Prospectus, before deciding to invest in our ordinary shares. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs and, as a result, the market price of our ordinary shares could decline and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may have similar adverse effects on us.

Risks Related to Our Business

Failure to manage the Company’s growth effectively could cause its business to suffer and will have an adverse effect on its financial condition and operating results.

Failure to manage the Company’s growth effectively could cause its business to suffer and have an adverse effect on its financial condition and operating results. To manage its growth effectively, the Company must continually evaluate and evolve its business and manage employees, operations, finances, technology and development and capital investments efficiently. Its efficiency, productivity and the quality of its business may be adversely impacted if it fails to appropriately coordinate across all of its business operations. Additionally, rapid growth may place a strain on its resources, infrastructure, and ability to maintain the quality of our production. If and when the Company’s structure becomes more complex as it adds additional staff, the Company will need to improve its operational, financial and management controls as well as its reporting systems and procedures. The Company’s failure to manage its growth could disrupt its operations and ultimately prevent it from generating revenues.

BGHL’s business requires substantial capital investment and BGHL may be unable to raise additional funding on favorable terms.

The construction and operation of potential future projects and various exploration projects will require significant funding. BGHL’s operating cash flow and other sources of funding may become insufficient to meet all of these requirements, depending on the timing and costs of development of these and other projects. As a result, new sources of capital may be needed to meet the funding requirements of these investments and fund BGHL’s ongoing business activities. The Company’s ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold prices, BGHL’s operational performance and its current cash flow and debt position, among other factors. In the event of lower gold prices, unanticipated operating or financial challenges, or a further dislocation in the financial markets as experienced in recent years, BGHL’s ability to pursue new business opportunities, invest in existing and new projects, fund BGHL’s ongoing operations and retire or service all of its outstanding obligations could be significantly constrained.

Our financial condition raises substantial doubt about our ability to continue as a “going concern” and its shareholder my lose their entire investment in the Company.

Since inception, BGHL’s primary sources of liquidity have been cash flows from (i) a loan provided to us by an affiliated company and (ii) funds generated from the issuance of convertible loan notes payable and common stock. For the year ended December 31, 2024, BGHL reported an operating loss of $11.6 million and cash flows used in operations of $6.2 million. As of December 31, 2024, BGHL had an aggregate cash and cash equivalents balance of $170.6 thousand and a net working capital deficit of $7.6 million.

The funding of BGHL’s future capital requirements will depend on many factors, including BGHL’s revenue growth rate, the timing and extent of spending to support the restart of the Bogoso Prestea Mine, including whether the Bogoso Prestea Mine will restart at all, and further exploration activities. To finance these activities, BGHL will need to raise additional capital, and there can be no assurances that BGHL will be able to raise such capital. On August 19 2024, BGHL entered into a Gold Advance Payment Purchase Agreement (the “Advance Payment Agreement”) with Gerald Metals Sarl, a company incorporated in Switzerland (“Gerald Metals”), amongst other parties, for an advance payment facility of up to a maximum amount of $25,000,000, whereby Gerald Metals has agreed to fund certain costs in connection with the restart of the Bogoso Prestea Mine; however, such financing is subject to satisfying several conditions precedent, including satisfactory due diligence by Gerald. Additional or alternative financing will be required from outside sources, which BGHL may not be able to raise on terms acceptable to BGHL or at all. If BGHL is unable to raise additional capital, BGHL’s business, results of operations and financial condition will be materially and adversely affected.

In addition to BGHL, the Company’s ability to manage growth effectively will depend on its ability to quickly scale-up operations and to recruit, train and manage operations, management and technical personnel. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Prospectus do not include any adjustments that might result from our inability to continue as a going concern.

There can be no assurance that management will be able to manage growth effectively. If the Company is unable to properly manage the growth of its business, it may experience significant strains on its management and operations and disruptions in its business. In addition, the Company may not have sufficient working capital to fund the expansion of its operations and to provide the working capital necessary for our ongoing operations and obligations. It may need to raise significant additional capital to fund its operating expenses, pay its obligations, and grow its business. Therefore, future operations may be adversely impacted.

Growing production costs could affect our financial condition.

The Company anticipates that project costs will be subject to variation due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans. In addition, costs are affected by the price of commodities such as fuel, rubber and electricity that are used in its operations. Such commodities are subject to volatile price movements, including increases that could make extraction less profitable. A material increase in costs could have a significant effect on the Company’s profitability.

We compete with larger, better capitalized competitors in the mining industry.

The mining industry is very competitive. Much of BGHL’s competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. BGHL’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion or efficiency of their operations than BGHL can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to BGHL’s detriment. BGHL may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on BGHL’s business, financial condition or results of operations.

Mineral resource calculations are only estimates and actual production results and future estimates may vary significantly from the current estimates.

BGHL’s estimates of mineral resources are based on interpretation and assumptions and, under actual conditions, may yield less mineral production than is currently estimated or may result in additional impairment charges to BGHL’s operations. Calculations of mineral resources are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate. There is a degree of uncertainty attributable to the calculation of mineral resources. Until mineral resources are actually mined and processed, the quantity of metal and grades must be considered as estimates only and no assurance can be given that the indicated levels of metals will be produced. In making determinations about whether to advance any of BGHL’s projects to development, BGHL must rely upon estimated calculations for the mineral resources and grades of mineralization on BGHL’s properties.

The estimation of mineral resources is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

Estimated mineral resources may be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserves and mineral resources estimates. The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon a feasibility study and the demonstration of their profitable recovery. Any material changes in volume and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. The Company cannot provide assurance that mineralization can be mined or processed profitably.

Mineral resource estimates have been determined and valued based on assumed future metal prices, cutoff grades, (based upon historic mine accounts), and operating costs that may prove to be inaccurate. The current mineral resource estimates may be adversely affected by:

Unless otherwise disclosed, measured, indicated and inferred resources figures presented in Blue Gold Limited’s filings with securities regulatory authorities, including the SEC, in Blue Gold Limited’s news releases and other public statements that may be made from time to time, are based upon estimates made by both independent and its own internal professionals. Estimates of measured, indicated and inferred resources are subject to considerable uncertainty. These prices and interpretations are subject to change. If Blue Gold Limited determines that certain of BGHL’s estimated resources have become uneconomic, BGHL may be forced to reduce estimates.

When making determinations about whether to advance any of BGHL’s projects to development, Blue Gold Limited will rely upon such estimated calculations as to the mineralized material and grades of mineralization on BGHL’s properties. Until ore is mined and processed, mineralized material and grades of mineralization must be considered as estimates only. Blue Gold Limited cannot ensure that these estimates will be accurate, or this mineralization can be mined or processed profitably.

Any material changes in mineral estimates and grades of mineralization may affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered in large-scale tests under on-site conditions or in production scale. Extended declines in market prices for gold may render portions of BGHL’s mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability of one or more of BGHL’s properties. Any material reductions in estimates of mineralization, or of BGHL’s ability to extract this mineralization, could have a material adverse effect on Blue Gold Limited’s results of operations or financial condition.

Investors should also be aware that the calculation of “resources” differs under SEC reporting standards and those under other international standards. Investors should also be aware that resources may not be converted into reserves.

The Company’s accounting and other estimates may be imprecise.

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosure of assets, liabilities, revenue and expenses at the date of the consolidated financial statements and reporting periods. The more significant areas requiring the use of management assumptions and estimates relate to:

Future estimates and actual results may differ materially from these estimates as a result of using different assumptions or conditions.

Diversity in application of accounting literature in the mining industry may impact the Company’s reported financial results.

The mining industry has limited industry-specific accounting literature and, as a result, diversity in practice exists in the interpretation and application of accounting literature to mining-specific issues. As diversity in mining industry accounting is addressed, the Company may need to restate the Company’s reported results if the resulting interpretations differ from the Company’s current accounting practices.

The Company has been subject to recent shareholder litigation.

The Company is and may in the future be subject to litigation and other legal proceedings. The recent shareholder actions pose a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Overview” for additional information.

Due to the nature of the Company’s business, the Company may be subject to a variety of regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of the Company’s business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges, and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on the Company’s share price.

Risks Related to Our Operations and Industry

General Risks Related to Our Operations

BGHL’s operations involve significant risks and hazards inherent to the mining industry.

BGHL’s operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods and earthquakes are inherent risks in BGHL’s operations. Certain of these hazards may be more severe or frequent as a result of climate change. Hazards inherent to the mining industry have in the past caused and may in the future cause injuries or death to employees, contractors or other persons at BGHL’s mine, severe damage to and destruction of BGHL’s property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of BGHL’s exploration activities and future development and production activities. While BGHL aims to maintain best safety practices as part of BGHL’s culture, safety measures implemented by us may not be successful in preventing or mitigating future accidents.

In addition, from time-to-time BGHL may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at BGHL’s properties or otherwise in connection with BGHL’s operations. To the extent that BGHL is subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if BGHL is subject to governmental investigations or proceedings, BGHL may incur significant penalties and fines, and enforcement actions against us could result in the closing of certain of BGHL’s mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on BGHL’s financial performance, financial position and results of operations. Also, if BGHL mines on property without the appropriate licenses and approvals, Blue Gold Limited and BGHL could incur liability, or BGHL’s operations could be suspended.

BGHL’s plans to estimate possible mining and processing efficiencies are based on the prior operating results of these properties and the general mining experience of management and independent consultants. Various unforeseen conditions can occur that may materially affect estimates. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties that could lead to failure of the operation.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could adversely and materially affect BGHL’s operations.

Exploration for and production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to production. BGHL’s current exploration efforts, and future development and mining operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

Any of these risks can adversely and materially affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates.

If BGHL determines that capitalized costs associated with any of BGHL’s mineral interests are not likely to be recovered, BGHL would incur a write-down of BGHL’s investment in these interests. All of these factors may result in losses in relation to amounts spent and those amounts that would then not be recoverable.

BGHL will maintain insurance that is customary for the mining industry but may not cover all losses. Such insurance is, however, subject to certain exclusions and potential claims could exceed policy limits. There is no guarantee that BGHL will receive insurance proceeds with respect to a particular event or loss. Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available. Any liabilities that BGHL incurs for these risks and hazards could be significant and could adversely affect results of operations, cash flows and financial condition.

The Company’s operations will be subject to risks of doing business in multiple jurisdictions.

Exploration, development, production and mine closure activities are subject to regional, political, economic, community and other risks of doing business in multiple jurisdictions, including:

Actual capital costs, operating costs, production and economic returns may differ significantly from those BGHL has anticipated and there are no assurances that any future development activities will result in profitable mining operations.

The actual capital and operating costs will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in ore recovery and mining rates from those assumed in the mining plan, operational risks, changes in governmental regulation, including taxation, environmental, permitting, and other regulations and other factors, many of which are beyond BGHL’s control. Due to any of these or other factors, the capital and operating costs may be significantly higher than those set forth in the Technical Report Summary. As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in the Technical Report Summary and there are no assurances that any future development activities will result in profitable mining operations.

Blue Gold Limited’s estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

Blue Gold Limited may provide estimates and projections of BGHL’s future production, costs, expenditures and financial results. Any such information is forward- looking. Neither Blue Gold Limited’s independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, will not express any opinion or any other form of assurance on these estimates and projections. Estimates and projections will be made by BGHL’s management and technical personnel and are qualified by, and subject to the assumptions contained or referred in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, BGHL’s costs of production, the market prices of gold, BGHL’s ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and doré and related treatment and refining charges, the sufficiency of BGHL’s infrastructure, the performance of its personnel and equipment, BGHL’s ability to maintain and obtain mining interests and permits, the state of government and community relations, and BGHL’s compliance with existing and future laws and regulations. BGHL sometimes states possible outcomes as high and low ranges, which are intended to provide a sensitivity analysis as variables are changed, but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any production, cost, expenditure or financial results estimates speak only as of the date on which they are made, and BGHL disclaims any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.

We are an exploration stage property and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy and our business operations are in the exploration stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our Company.

The price of gold fluctuates on a regular basis and a downturn in price could negatively impact the Company’s operations and cash flow.

BGHL’s operations will be significantly affected by changes in the market price of gold. Gold prices can fluctuate widely and may be affected by numerous factors, such as expectations for inflation, levels of interest rates, currency exchange rates, purchases and sales by governments and central banks, monetary policies employed by the world’s major central banks, fiscal policies employed by the world’s major industrialized economies, forward selling or other hedging activities, demand for gold, global or regional political and economic crises, and production costs in major gold-producing regions. The aggregate effect of these factors, all of which are beyond our control, is impossible for us to predict. If gold prices decline substantially, it could adversely affect the realizable value of the Company’s assets and, potentially, future results of operations and cash flow.

The Company currently does not hedge its exposure to gold price fluctuation or changes in inflation or exchange rates, and it currently does not have plans to put hedges in place. Accordingly, the Company may be exposed to more significant price fluctuations if gold prices decline. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of the Company and our financial condition and results of operations.

As opportunities arise, BGHL plans to continue to acquire properties with gold resources and/or reserves with exploration potential. The price that BGHL pays to acquire these properties will be influenced, in large part, by the price of gold at the time of the acquisition. The Company expects its potential future revenues to be derived from the production and sale of gold from these properties or from the sale of some of these properties. The value of any mineralized material, and the value of any potential mineral production, will vary in direct proportion to variations in those mineral prices. The price of gold has fluctuated widely as a result of numerous factors beyond the Company’s control. The effect of these factors on the price of gold, and the economic viability of BGHL’s projects, cannot accurately be predicted. Any drop in the price of gold or strategic metals would negatively affect the Company’s asset values, cash flows, potential revenues and profits.

Land reclamation and mine closure may be burdensome and costly and such costs may exceed BGHL’s estimates.

Land reclamation and mine closure requirements are generally imposed on mining and exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that BGHL is required to spend could be materially higher than current estimates. Any additional amounts required to be spent on reclamation and mine closure may have a material adverse effect on BGHL’s financial performance, financial position and results of operations and may cause us to alter BGHL’s operations. In addition, BGHL is required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of BGHL’s operations. Letters of credit or other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation.

Supplies and equipment needed for exploration may not always be available. If BGHL is unable to secure raw materials and exploration supplies, BGHL may have to delay its anticipated business operations.

Competition and unforeseen limited sources of supplies needed for BGHL’s proposed exploration work could result in occasional shortages of supplies of certain products, equipment or materials. There is no guarantee BGHL will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms, if at all. Such delays could affect BGHL’s anticipated business operations and could increase expenses.

The Company’s ability to execute its strategic plan depends on many factors, some of which are beyond the Company’s control.

The Company’s strategic plan is focused on high-value, cash-generating, gold activities, including, but not limited to, gold exploration, resource development, economic feasibility assessments and cash-generating mineral production. Many of the factors that impact the Company’s ability to execute its strategic plan, such as the advancement of certain technologies, legal and regulatory obstacles and general economic conditions, are beyond the Company’s control. Changes in value or a lack of demand for the sale of non-core assets would negatively affect the Company’s financial condition and performance. The Company’s inability to identify successful joint venture candidates and to complete joint ventures or strategic alliances as planned or to realize expected synergies and strategic benefits could impact the Company’s financial condition and performance. The Company’s inability to deploy capital to maximize shareholder value could impact its financial performance. The Company cannot give assurance that it will be able to execute any or all of its strategic plan. Failure to execute any or all of the Company’s strategic plan could have a material adverse effect on its financial condition, results of operations, and cash flows.

The Company’s exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value.

Substantial expenditures are required to acquire gold properties, establish mineral resources through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining. The Company cannot be assured that any such activities will be commercially successful, lead to gold production or add value.

BGHL may be unable to replace gold resources as they become depleted.

Like all gold producers, BGHL must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, locating new deposits or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization. Accordingly, BGHL’s current or future exploration programs may not result in new mineral producing operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration to commencement of production, during which time the economic feasibility of production may change.

From time to time, BGHL may acquire reserves from other parties. Such acquisitions are based on an analysis of a variety of factors including historical operating results, estimates and assumptions on the extent of ore reserves, the timing of production from such reserves, cash and other operating costs. In addition, BGHL may rely on data and reports prepared by third parties (including in relation to the ability to permit and comply with existing regulations), which may contain information or data that BGHL is unable to independently verify or confirm in advance. Other than historical operating results, these factors are uncertain, they may contribute to the uncertainties related to the process used to estimate ore reserves and resources and have an impact on BGHL’s revenue, BGHL’s cash flow and other operating issues.

Suitable infrastructure may not be available or damage to existing infrastructure may occur.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of BGHL’s projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation or development of BGHL’s projects will be commenced or completed on a timely basis or at all, or that the resulting operations will achieve the anticipated production volume, or that the construction costs and operating costs associated with the exploitation and/or development of BGHL’s projects will not be higher than anticipated. In addition, extreme weather phenomena, sabotage, vandalism, government, non- governmental organization and community or other interference in the maintenance or provision of such infrastructure could adversely affect Blue Gold Limited’s operations and profitability.

Disputes regarding BGHL’s mining claims, concessions or surface rights to land in the vicinity of BGHL’s mining projects could adversely impact operations.

The validity of mining or exploration claims, concessions, or rights, which constitute most of BGHL’s property holdings, may be contested. BGHL has used commercially reasonable efforts, in accordance with industry standards, to investigate BGHL’s title or claims to BGHL’s various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining claims, concessions or rights or that such exploration and mining claims, concessions or rights will not be challenged by third parties. BGHL has attempted to acquire satisfactory title to undeveloped properties in accordance with mining industry practice. Defective title to any of BGHL’s exploration and mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting BGHL’s business as a whole. There may be challenges to the title of any of the claims comprising BGHL’s projects that, if successful, could impair development and operations. A defect could result in us losing all or a portion of BGHL’s right, title, estate, and interest in and to the properties to which the title defect relates.

BGHL’s operations may be adversely affected by rising energy prices or energy shortages.

BGHL’s mining operations and development projects will require significant amounts of energy. BGHL’s operations will be in remote locations requiring long-distance transmission of power, and in some locations BGHL competes with other companies for access to third party power generators or electrical supply networks. A disruption in the transmission of energy, inadequate energy transmission infrastructure or the termination of any of BGHL’s energy supply contracts could interrupt BGHL’s energy supply and adversely affect BGHL’s operations.

BGHL’s operations may be disrupted, and BGHL’s financial results may be adversely affected by an outbreak of infectious disease or pandemic.

An outbreak of infectious disease, pandemic or a similar public health threat could adversely impact BGHL’s business and operations. If a significant portion of BGHL’s workforce becomes unable to work or travel to BGHL’s operations due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), BGHL may be forced to reduce or suspend operations at one or more of BGHL’s mines, which could reduce production, limit exploration activities and development projects and impact liquidity and financial results. Initiatives to protect the health and safety of BGHL’s employees, contractors and communities to date previously have and may in the future result in additional costs to us, there can be no assurance that BGHL will remain unaffected by potential future health crises. Illnesses or government restrictions, including potential closure of national borders, related to a public health threat may disrupt the supply of raw goods, equipment, supplies and services upon which BGHL’s operations rely. However, these effects could have a material impact on BGHL’s operations, and Blue Gold Limited will continue to monitor such situations closely.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations.

As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate impacts, businesses generally, and large multinational corporations in natural resources industries in particular, face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that, as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, communities surrounding operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have a high impact on their social and physical environment.

A number of community based groups continue pressuring BGHL for additional benefits related to jobs, training and benefit sharing. The potential consequences of these pressures include operational disruption, reputational damage, legal suits, increasing social investment obligations to communities and pressure to increase taxes and royalties payable to governments.

Increased exposure to foreign exchange fluctuations and capital controls may adversely affect the Company’s costs, earnings and the value of some of the Company’s assets.

The Company’s reporting currency is the U.S. dollar and the majority of the Company’s earnings and cash flows are denominated in U.S. dollars. The Company conducts certain business in currencies other than the U.S. dollar. A portion of the Company’s operating expenses are incurred in local currencies. Our revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

Further, the appreciation of those local currencies against the U.S. dollar increases the Company’s costs of production in U.S. dollar terms at mines located outside the United States. The Company’s consolidated earnings and cash flows may also be impacted by movements in the exchange rates. Change in the value of the currencies could negatively impact the Company’s earnings.

In addition, from time to time, countries in which the Company operates adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. Also, many emerging market countries require consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on the Company, reducing the immediately available capital that the Company could otherwise deploy for investment opportunities or the payment of expenses. Measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for the Company.

Failure to obtain the advance payment facility or a delay in obtaining it, could have a material adverse effect on BGHL’s ability to adequately explore, develop and operationalize the mines.

On August 19 2024, BGHL entered into the Advance Payment Agreement with Gerald for an advance payment facility of up to a maximum amount of twenty-five million U.S. dollars ($25,000,000). The Advance Payment Agreement was entered into to enable BGHL to finance the exploration, development, and operation of its mine. Blue Gold Limited shareholders may experience a dilutive effect to the value of their shares if Gerald Metals exercises its conversion option under the Advance Payment Agreement. Additionally, if BGHL does not meet the conditions precedent under the Advance Payment Agreement and is not able to obtain the advance payment facility, it may lead to material adverse effects on its ability to effectively explore, develop, and operate the mine. This may have a material adverse effect on the exploration, results of operation, financial condition, and cashflows.

As a result of the above, management has determined that BGHL’s liquidity condition raises substantial doubt about BGHL’s ability to continue as a going concern.

On September 20, 2024, FGRBPL received a Notice of Termination of its mining leases from the Minerals Commission of Ghana, which encompass those leases transferred to the Company, for alleged breaches of the terms of those mining leases. Delays or difficulties in obtaining a favorable arbitration outcome or in reaching a favorable agreement with the relevant Ghanaian authorities may interfere with future mining operations or plans of the Company, which could materially impact our business and financial position in the future.

On May 15, 2024, BGBPL became the new leaseholder of record for the Bogoso Prestea Mine. BGBPL assumed the related leases and licenses pursuant to the Purchase and Assumption Agreement with the Previous Leaseholder dated January 27, 2024. Subsequently, on September 20, 2024, the Previous Leaseholder received the Commission Notice from the Mineral Commission alleging violations of the related leases. After the Commission Notice, the Mineral Commission formed an IMC, and the IMC assumed managerial control of the mine site. The Company and the Previous Leaseholder, pursuant to the Mining Act, actively dispute the contents and legality of the Commission Notice and the appointment of an IMC. On October 14, 2024, the Company delivered notice to the Republic of Ghana requesting settlement of the Company’s dispute pursuant to UK-Ghana BIT. Pursuant to Article 10 of the UK-Ghana BIT, the Company retains the right to initiate international arbitration proceedings against the Republic of Ghana if the dispute is not resolved within three months from the date of the Company’s notice dated October 14, 2024. Pending the resolution of the Company’s dispute, BGHL has been advised by Kimathi & Partners, its counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute. During the period since the Commission Notice, there has been media attention and speculation regarding the Bogoso Prestea Mine, including reporting from certain media outlets in Ghana that the Bogoso Prestea mining leases were issued to a third party by the Ghanaian Minister of Lands and Natural Resources. 

On December 18, 2024, the Company filed an application for judicial review with The High Court of Justice (Commercial Division) requesting that the court grant an order returning the managerial control of the Bogoso Prestea Mines to BGBPL and FGRBPL.

On December 18, 2024, the Company also filed an application for interlocutory injunction (the “Injunction Application”) pending the court’s determination of the application for judicial review. Under the Injunction Application, the Company sought to prohibit the respondents, which include the IMC and the Ghanaian Minister of Lands and Natural Resources from (1) taking possession or control of the Bogoso Prestea Mines, (2) requesting parliamentary approval of any mining lease over the Bogoso Prestea Mines, and (3) taking any steps related to approving the transfer of the Bogoso Prestea Mines.

On December 23, 2024, the Economic and Organised Crime Office (“EOCO”) commenced an investigation into alleged fraud connected with the attempted acquisition of the Bogoso Prestea Mines by Heath Goldfields Limited. In accordance with its powers set forth in Section 33 of the Economic and Organised Crime Act, 2010 (Act 804) and their pending investigation, EOCO has frozen the attempted acquisition by Heath Goldfields Limited of the Bogoso Prestea Mines pending the completion of their investigation.

On January 27, 2025, the Company filed an Application For Contempt of Court with The High Court of Justice (Commercial Division) alleging that the IMC’s continued control, possession, and management of the Bogoso Prestea Mines and engagement with Heath Goldfields Limited for the purposes of handing over the Bogoso Prestea Mines to Heath Goldfields Limited was in violation of the judicial review application and Injunction Application that were served upon them, thus contemptuous.

On February 10, 2025, the EOCO dismissed its preliminary investigation into the transactions between Heath Goldfields and the Minerals Commission following allegations of falsification of official documents due to insufficient evidence.

On March 20, 2025, the High Court of Justice (Commercial Division) dismissed Heath Goldfields Limited’s application to strike the Company’s judicial review application as without merit. The High Court of Justice (Commercial Division) also dismissed the Company’s judicial review application to quash the decision of the Minister of Lands and Natural Resources and stated that the Company and FGRBPL did not properly invoke the jurisdiction of the court.

However, the Company has invoked its right to appeal the jurisdictional decision to the Court of Appeal, a higher court in the Ghanian court system.

On April 2, 2025, the Company served a notice of arbitration on the Republic of Ghana to commence international arbitration proceedings against the Republic of Ghana pursuant to Article 10 of the UK-Ghana BIT. On June 6, 2025, the Republic of Ghana submitted its response to the notice of arbitration in which it contests jurisdiction and disputes the validity and merits of BGHL’s claims and has agreed to have a three-person tribunal hear the dispute and for it to be administered by an arbitral institution (the Permanent Court of Arbitration in The Hague). Pending the resolution of the dispute, BGHL has been advised by Kimathi & Partners, its counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute.

On July 5, 2025, the Ministry of Lands and Natural Resources issued a stop work notice to Heath Goldfields on the Bogoso-Prestea Mine giving them 120 days to remedy all breaches and carry out essential services.

In the event the arbitration outcome is favorable to the Company, successful mine development, infrastructure construction, and mineral production is dependent on obtaining all necessary consents, approvals, and licenses provided elsewhere in this Prospectus for a successful design, construction and operation of efficient gathering, processing, and transportation facilities. No assurance can be given that we will be able to resolve this matter or obtain all necessary consents, approvals and licenses in a timely manner, or at all. If the outcome of the arbitration is unfavorable, it can adversely affect the value of the Company’s business. Delays or difficulties in obtaining a favorable arbitration outcome or in obtaining relevant approvals, may interfere with future mining operations or plans of Blue Gold, which will materially impact our business and financial position in the future.

Shareholders litigation and regulatory inquiries and investigations are expensive and could harm Blue Gold Limited’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. The recent shareholder actions pose a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Overview” for additional information.

Any Shareholders litigation and/or regulatory investigations against Blue Gold Limited, whether or not resolved in Blue Gold Limited’s favor, could result in substantial costs and divert Blue Gold Limited’s management’s attention from other business concerns, which could adversely affect Blue Gold Limited’s business and cash resources and the ultimate value Blue Gold Limited’s Shareholders receive as a result of the Business Combination.

Risks Related to Our Operations in Ghana

BGHL’s growth, future profitability and ability to continue BGHL’s operations may be affected by any instability in the West African subregion.

BGHL’s mines are located in Ghana, which is on the west coast of Africa. Though Ghana is a stable country with a functioning democracy and a good business environment, any civil disruptions or instability in Ghana or any neighboring countries may affect BGHL’s operations. Changes to, or increased instability in the political or social environment in West Africa could cause uncertainty that discourages investment in the region and may adversely affect future investments in BGHL’s business. The West African region has seen cases of political instability, civil strife, piracy and conflict in the past few years. Recent events in West Africa have shown an increased risk of conflict and fragility in the region. Election related violence in West Africa has increased. Elections provide political entrepreneurs with an opportunity to strengthen their position and issue extremist appeals to mobilize their ethnic or religious constituencies, which can ramp up violence. Recently Nigeria, Cote d’Ivoire and Burkina Faso have experienced varying degrees of election related turmoil.

Although there has been increased democratization of West African countries, recent coups in Burkina Faso, Mali, Guinea, and Niger have been a source of political instability in the region. There has also been an increase in piracy and drug trafficking on the West African coast. West Africa has become a key transit point in the trafficking of narcotics between Latin America and Europe. Illicit drug trafficking has been known to provide a source of funding to rebel movements and extremists and also pitting elites against one another in competition over drug-related rents and undermining institutions and weakening governance. Funds from the drug trade has fueled conflicts around parts of the subregion.

There has been an increased threat of terrorist and extremist groups in the Sahel region of West Africa. From the rise of extremist movements in the Sahel such as Ansar Dine (Defenders of the Faith) and MUJAO, to the escalating violence of Nigeria’s Boko Haram, the emergence of religious radicalism across West Africa has presented a growing threat to stability.

Though these instances of political instability and criminal activity in parts of the West African sub region do not directly affect Ghana, it may affect BGHL’s operations and ability to be productive if they spread to Ghana or BGHL’s supply lines. If any of these risks materialize, it could cause a decline in BGHL’s production and thereby cause investors to lose their investments.

BGHL’s operations in Ghana are subject to political, economic and other risks.

BGHL will operate in Ghana under an investment agreement which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for its operations in Ghana. The Republic of Ghana has experienced worsening socioeconomic conditions in recent years. The Ghanaian Cedi has experienced significant depreciation with inflation, and, whilst the value of the Cedi has recently increased during April and May 2025, there is no guarantee that such appreciation will be sustained or that the value will not begin to decline. Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt. Efforts in early 2023 to put in place a domestic debt exchange program have faced setbacks from pension funds and by individual bond holders leading to amended terms. Continued economic recession and/or unfavorable macroeconomic indicators have also resulted in pressures from the Government of Ghana to obtain more revenue and benefits from mining companies on the back of anti-mining sentiment and perceived inequities that the industry is not contributing its fair share. To address budgetary deficits, the Government of Ghana has in the past initiated measures to generate additional revenue from the mining industry and other sectors of the economy as it attempts to increase revenue collection through various tax audits and investigations, proposed new fees, increased revenue and tax initiatives and other vehicles. Other risks include impacts to supply chain, restrictions and local procurement requirements, increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. Additionally, the government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which BGHL has land rights, but no active operations, impacting BGHL’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact BGHL’s operations in Ghana.

Any downturn in Ghana’s economy may impact BGHL’s growth, profitability and ability to continue BGHL’s operations.

Any downturn in Ghana’s economy could adversely affect BGHL’s operations and profitability. In 2022, Ghana’s economic growth decreased as a result of the country’s sovereign debt crisis. In December 2022, Ghana ceased to make payments on its external debt to official bilateral and external commercial creditors, leading to mounting arrears.

In the third quarter of 2022, Ghana’s gross domestic product (GDP) growth slowed to 2.9% from 6.4% the previous year.

Central bank reserves dropped to a critically low level in the past quarters and the Cedi, the local currency, depreciated significantly. Intense balance of payment pressures resulted since Ghana was cut off from international capital markets, faced capital withdrawals and had trouble rolling over central bank foreign exchange liabilities. Gross international reserves fell to 1.1 billion U.S. dollars (0.5 months of imports) at the end of February 2023, almost 5 billion U.S. dollars below the level of mid-2021, largely due to foreign exchange interventions by the Bank of Ghana to reduce volatility.

In December 2022, inflation reached 54% due to a number of factors, including a rise in global energy and food costs as well as the lingering impact of fiscal and monetary stimulus during the pandemic, a decline in the value of the currency and massive monetary financing by the government. By April 2023, inflation dropped to 41% and the Cedi temporarily appreciated against the U.S. dollar, but the value of the Cedi continued to decline during 2024. While the value of the Cedi has recently increased during April and May 2025, there is no guarantee that such appreciation will be sustained or that the value will not begin to decline. 

Growth is predicted to remain muted over the coming years. Starting in 2026, growth is expected to begin rising again towards its long-term potential of about +5%. The combination of all such factors, and any continued or new downturns, would negatively impact Blue Gold’s business and financial condition.

Ghana may compulsorily acquire land that is subject to a mineral right.

Ghana can compulsorily acquire land that is subject to a mineral right. Ghana’s constitution stipulates that compulsory acquisition must be made under a law that makes provision for prompt payment of fair and adequate compensation and a right of access to the High Court by any person who has an interest in or right over the land for the determination of his interest or right and the amount of compensation to which he is entitled. Additionally, the Minister of Lands and Natural Resources has a first right to buy all minerals and products derived from the refining or treatment of them — raised, won or obtained in Ghana as well as from any area covered by territorial waters, the exclusive economic zone or the continental shelf. There is a risk to BGHL’s business that the government could exercise these powers, which would materially impact our business and financial condition.

Blue Gold Limited is subject to heightened legal, regulatory, economic and political risks associated with emerging markets.

Emerging markets, such as Ghana, are generally subject to greater risks, including legal, regulatory, economic and political risks, than more developed markets. There may also be unpredictability with respect to court judgments, including in cases involving the local government. Accordingly, investors should exercise particular care in evaluating the risks involved and should consider whether, in light of these risks, investing in the shares of a company whose assets and operations are based in an emerging market is appropriate. Economic crises in the country may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even though the economy of Ghana remains relatively stable, financial turmoil in such a developing economy could have an adverse effect on the Company’s business, financial condition, results of operations, prospects or liquidity. 

Risks Related to Laws, Regulations and Permits

Government regulation may adversely affect our business and planned operations.

BGHL’s mining activities are subject to various laws governing prospecting, mining, development, production, taxes, labor standards, occupational health, mine safety, toxic substances, land use, water use, land claims of local residents and other matters in Ghana and other jurisdictions in which it may operate. The exploration and development of mineral properties is subject to laws and regulations in the countries in which they are located in a variety of ways, including regulation of mineral exploration and land ownership, environmental regulation and taxation. These laws and regulations, as well as future interpretation of or changes to existing laws and regulations, may require substantial increases in capital and operating costs to us and delays, interruptions, or a termination of operations.

New rules and regulations may be enacted, or existing rules and regulations may be applied in a manner that could limit or curtail exploration at our mining properties in Ghana and any other future locations. Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future extraction or production costs, or could result in abandonment or delays in establishing operations at our mining property in Ghana. The economics of any potential mining operation on BGHL’s properties would be particularly sensitive to changes in the tax regimes.

In order to obtain permits for exploration or potential future development of mineral properties, environmental regulations generally require a description of the existing environment, including but not limited to natural, archeological and socio-economic environments, at the project site and in the region; an interpretation of the nature and magnitude of potential environmental impacts that might result from such activities; and a description and evaluation of the effectiveness of the operational measures planned to mitigate the environmental impacts. The expenditures to obtain exploration permits to conduct BGHL’s exploration activities may be material to BGHL’s total exploration cost.

The laws and regulations in all the countries in which BGHL operates, or owns assets are continually changing and are generally becoming more restrictive, especially environmental laws and regulations. As part of BGHL’s ongoing exploration activities, BGHL has made expenditures to comply with such laws and regulations, but such expenditures could substantially increase BGHL’s costs to achieve compliance in the future. Delays in obtaining or failure to obtain government permits and approvals or significant changes in regulation could have a material adverse effect on BGHL’s exploration activities, BGHL’s ability to locate economic mineral deposits, and BGHL’s potential to sell, joint venture or eventually develop BGHL’s properties, which could have a material adverse effect on BGHL’s financial position or results of operations.

We are located outside of the United States and, as such, we could be subject to a variety of additional risks that may adversely affect us.

Because we are located in and have operations outside of the United States, we are subject to additional risk factors that may negatively impact our operations. Accordingly, we are subject to special considerations or risks associated with companies operating in an international setting, including any of the following:

We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our business, financial condition and results of operations.

BGHL may be unable to obtain or retain necessary permits, licenses and leases, which could adversely affect BGHL’s operations.

BGHL’s mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While BGHL strives to obtain and comply with all permits required of us, there can be no assurance that BGHL will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. Failure to obtain and/or comply with required permits can have serious consequences, including damage to BGHL’s reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect Blue Gold Limited’s and BGHL’s business, results of operations or financial condition.

In addition, to begin operations, BGHL, through BGBPL, must obtain the following material licenses: Environmental Permit, Mine Operating Permit, Fire Certificate, Export Gold Permit and Water Usage Permit.

BGHL’s ability to obtain the required permits, licenses and approvals to explore for, develop and operate mines and to successfully operate near communities in the jurisdictions in which BGHL operates depends in part on BGHL’s ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. BGHL’s ability to obtain permits, licenses and approvals and to operate near certain communities may be adversely impacted by real or perceived detrimental events associated with BGHL’s activities or those of other mining companies affecting the environment, health and safety of communities in which BGHL operates. Key permits and approvals may be revoked or suspended or may be adjusted in a manner that adversely affects BGHL’s operations, including BGHL’s ability to explore or develop properties, commence production or continue operations. Permit review and approval could be delayed, adversely impacting project implementation due to delays in review and development of permits from limited resources at the regulatory agencies. If any of these licenses are not obtained it will prevent commencement of mining operations and production and will materially adversely affect our future operations. Failure to obtain any of these permits or licenses will prevent commencement of mining operations and production and will materially adversely affect our future operations.

Compliance with “conflict minerals” and “responsible gold” legislation and standards could result in significant costs.

Stringent standards relating to “conflict minerals” and “responsible” gold including, but not limited to the U.S. Dodd-Frank Act, the EU Regulation 2017/821 on supply chain due diligence obligations for EU importers of gold originating from conflict-affected and high-risk areas, the OECD Due Diligence Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the World Gold Council Conflict-Free Gold Standard and the London Bullion Market Association Responsible Gold Guidance have been introduced.

Any such legislation and standards may result in significant costs to ensure and demonstrate compliance (particularly where standards change rapidly or lack certainty due to court challenges) and may complicate the sale of gold emanating from certain areas. The complexities of the gold supply chain may cause significant uncertainties at each stage in the chain as to the provenance of the gold. As a result, the uncertainties in the process, the costs of due diligence and audit, and the reputational risks of defining their product or a constituent part as containing a “conflict mineral” may be too burdensome for the Company’s customers. Accordingly, manufacturers may decide to switch supply sources or to substitute gold with other minerals. This could have a material negative impact on the gold industry overall and the Company specifically, including a negative material impact on the Company’s results of operations and financial condition.

Our activities are subject to environmental laws and regulation that may materially adversely affect our future operations, in which case our operations could be suspended or terminated.

BGHL is subject to a variety of statutes, rules and regulations in connection with its exploration activities. BGHL is required to obtain various governmental permits to conduct exploration at and development of its property. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous agencies. The duration and success of each permitting effort is contingent upon many variables not within its control. In the context of permitting, including the approval of reclamation plans, BGHL must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on BGHL’s business, plans of operation, and property in that it may not be able to proceed with its exploration programs. Compliance with statutory environmental quality requirements may require significant capital investments, significantly affect its earning power, or cause material changes in its intended activities. Environmental standards imposed by governments may be changed or become more stringent in the future, which could materially and adversely affect its proposed activities. As a result of these matters, BGHL’s operations could be suspended or cease entirely.

Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that BGHL becomes subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on its financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive. 

BGHL is subject to EPA rules and regulations relating to ground water pollution. Any failure to comply with these rules and regulations may lead to liability.

A holder of a mineral rights and operator of mines or mining related facilities generally must conduct operations with due diligence, efficiency, safety and economy, and in accordance with good mining industry practice. Persons who unlawfully pollute or foul a water resource beyond the level that the EPA prescribes commit an offence and face a penalty of up to 6,000 Ghanaian Cedi (“GHS”), imprisonment of up to two years, or both. Companies undertaking mining activities must submit environmental impact assessments to the EPA, including mitigation and management of adverse effects on the environment. The EPA may suspend, cancel, or revoke an environmental permit or certificate where a company fails to comply with mitigation commitments. The breaching company may also face a fine of up to GHS 2 million (and GHS 200,000 for each day the offence continues), imprisonment of up to one year, or both.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

Human rights laws may require BGHL to take actions that delay its operations or the advancement of its projects.

Various international and national laws, codes, resolutions, conventions, guidelines and other materials relate to human rights (including rights with respect to health and safety and the environment surrounding BGHL’s operations). Many of these materials impose obligations on government and companies to respect human rights. Some mandate that governments consult with communities surrounding BGHL’s projects regarding government actions that may affect local stakeholders, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to human rights continue to evolve and be defined. One or more groups of people may oppose BGHL’s current and future operations or further development or new development of BGHL’s projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against BGHL’s activities, and may have a negative impact on the Company’s reputation. Opposition by such groups to BGHL’s operations may require modification of, or preclude the operation or development of, BGHL’s projects or may require us to enter into agreements with such groups or local governments with respect to BGHL’s projects, in some cases causing considerable delays to the advancement of BGHL’s projects.

This change of control requirement under Ghana law could potentially be a risk to transfer of ownership and may impact the Company’s ability to enter into certain business transactions.

BGHL is subject to laws and regulations which impose stringent health and safety standards on numerous aspects of their operations.

BGHL’s operations are subject to extensive and complex local and foreign laws and regulations governing a wide range of matters, including environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards, and occupational health and safety. Compliance with these laws and regulations imposes substantial costs on BGHL, and any changes in existing laws, more restrictive interpretations, or increased enforcement by governmental authorities could result in additional expenses, capital expenditures, operational restrictions, suspensions, or delays in the development of new properties.

In particular, BGHL is subject to stringent health and safety standards across all operating regions. Government regulators regularly inspect BGHL’s mines and facilities, and may issue citations, orders, or require corrective measures—including the payment of fines or penalties, installation of additional equipment, or other remedial actions—if they determine that violations have occurred.

In addition to regulatory risks, BGHL’s ability to operate may be adversely affected by accidents, injuries, fatalities, or other events detrimental (or perceived to be detrimental) to the health and safety of employees, the environment, or the communities in which BGHL operates. These incidents may result in government-imposed restrictions, fines, penalties, or sanctions, as well as reputational harm, and could further impact BGHL’s workforce and operational continuity.

Failure to comply with applicable laws, regulations and permitting requirements may result in temporary or extended shutdowns, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including the payment of fines or penalties, capital expenditures, installation of additional equipment or remedial actions, any of which could have a material, adverse effect on BGHL’s business financial position and results of operations.

Certain U.S. Holders may be subject to adverse U.S. federal income tax consequences if we are classified as a PFIC.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules with respect to its subsidiaries, either (i) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, certain royalties and rents, and gains from the disposition of passive assets. Cash and cash equivalents are considered passive assets for this purpose.

If the Company or any of its non-U.S. subsidiaries were determined to be a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of our ordinary shares, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Because the classification of a non-U.S. corporation as a PFIC is a factual determination made annually after the close of each taxable year, the Company can provide no assurances that it will not be a PFIC for its 2025 taxable year or any future years.

Please see “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Considerations” for a more detailed discussion with respect to the Company’s potential PFIC status and certain tax implications thereof. U.S. Holders (as defined herein) are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares.

The Company’s business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and domestic anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

The Company operates in certain jurisdictions that have experienced governmental and private sector corruption to some degree, and, in certain circumstances, compliance with anti-bribery laws and heightened expectations of enforcement authorities may be in tension with certain local customs and practices. The U.S. Foreign Corrupt Practices Act and other laws with extraterritorial reach, including the UK Bribery Act, and anti-bribery laws in other jurisdictions in which the Company operates generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. The Company’s Code of Ethics and Business Conduct and other policies and standards, all of which mandate compliance with these anti-bribery laws by the Company and its affiliates and their personnel, and also by third parties when they are engaged on the Company’s behalf.

The Company could be held responsible if its internal control policies and procedures fail to protect us from misinterpretation of or noncompliance with applicable anti-bribery laws, regulations and internal policies, recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by the Company’s affiliates, employees, agents or associated persons for which the Company might be claimed to be responsible. As such, the Company’s corporate policies and processes may not prevent or detect all potential breaches of law or other governance practices. The Company occasionally identifies or is apprised of information or allegations that certain employees, affiliates, agents or associated persons may have engaged in improper or unlawful conduct for which the Company might be held responsible. The Company’s policy when receiving credible information or allegations is to conduct internal investigations and compliance reviews to evaluate that information, determine compliance with applicable anti-bribery laws and regulations and company policies and take such remedial steps as may be warranted. In appropriate circumstances, the Company plans to communicate with authorities in the United States and elsewhere about those investigations and reviews. Violations of these laws, or allegations of such violations, could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of operating licenses or permits and other collateral consequences, and may damage the Company’s reputation, which could have a material adverse effect on the Company’s business, financial position and results of operations or cause the market value of the Company’s common shares to decline.

Risks Related to Management of a Public Company

Blue Gold Limited will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, Blue Gold Limited will incur significant legal, accounting and other expenses that BGHL did not incur as a private company. Blue Gold Limited will be, subject to the reporting requirements of the Exchange Act, and be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq. Compliance with these requirements has increased and will continue to increase Blue Gold Limited’s legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, Blue Gold Limited expects that its management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, Blue Gold Limited expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when Blue Gold Limited is no longer an emerging growth company. Blue Gold Limited may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to incur additional costs to ensure we meet the applicable requirements of the Sarbanes-Oxley Act.

Certain members of our management team are unfamiliar with United States securities laws and they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Certain members of our management team do not have prior experience as officers and/or directors of U.S. listed companies and are unfamiliar with U.S. federal securities laws. Accordingly, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to an inadvertent failure to comply with SEC or Nasdaq rules and be subject to enforcement actions.

Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Blue Gold Limited.

Information regarding our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to provide positive returns to our shareholders. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Blue Gold Limited does not expect to pay any cash dividends for the foreseeable future.

Blue Gold Limited expects to retain all available funds and future earnings, if any, for use in the operation and growth of business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of Blue Gold Limited’s board, subject to compliance with applicable law, Blue Gold Limited’s organizational documents and any contractual provisions, including under agreements for indebtedness Blue Gold Limited may incur, that restrict or limit Blue Gold Limited’s ability to pay dividends, and will depend upon, among other factors, Blue Gold Limited’s results of operations, financial condition, earnings, capital requirements and other factors that Blue Gold Limited’s board deems relevant.

We are a holding company and will depend on dividends and distributions from BGHL and our other subsidiaries to pay any dividends.

Blue Gold Limited is a holding company with assets consisting primarily of our investment in BGHL. Our business operations are conducted primarily out of BGHL and certain of its subsidiaries. As a result, our ability to pay dividends, if any, will be dependent upon cash dividends and distributions or other transfers from BGHL. Payments to us from BGHL will be contingent upon its earnings and subject to any limitations on the ability of such entity to make payments or other distributions to us.

SEC rules regarding mining property disclosure by companies reporting with the SEC may result in increased operating and legal costs.

On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC in order to harmonize SEC disclosure requirements with international standards. These rules became effective after January 1, 2021. The rules require the preparation and filing of technical reports on the Company’s properties on a more frequent basis than would have been required in the past. The Company’s reporting requirements and the preparation of technical reports and assessments may result in significant compliance costs.

Risks Relating to the Ownership of Our Securities

The price of the Blue Gold Limited ordinary shares may fluctuate significantly, which could negatively affect Blue Gold Limited and holders of its ordinary shares.

The market price of the Blue Gold Limited ordinary shares is subject to volatility and may fluctuate significantly due to, among other things, changes in market sentiment regarding Blue Gold Limited’s operations, financial results or business prospects, the mining, metals, or environmental remediation industries generally, coordinated trading activities, large derivative positions or the macroeconomic outlook. Certain events or changes in the market or Blue Gold Limited’s industries generally are beyond Blue Gold Limited’s control.

In addition to the risk factors contained in this proxy statement/prospectus, other factors that could impact Blue Gold Limited’s trading price include:

Blue Gold Limited is an “emerging growth company” and Blue Gold Limited cannot be certain if the reduced disclosure requirements applicable to us will make Blue Gold Limited’s ordinary shares less attractive to investors.

Blue Gold Limited is an “emerging growth company,” as defined in the JOBS Act, and Blue Gold Limited intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Blue Gold Limited’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Blue Gold Limited cannot predict if investors will find its ordinary shares less attractive if Blue Gold Limited relies on these exemptions. If some investors find Blue Gold Limited’s ordinary shares less attractive as a result, there may be a less active trading market for its ordinary shares and its stock price may be more volatile.

Even after Blue Gold Limited no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Blue Gold Limited would also be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes Oxley Act. These exemptions and reduced disclosures in Blue Gold Limited’s SEC filings due to its status as a smaller reporting company mean its auditors do not review its internal control over financial reporting and may make it harder for investors to analyze Blue Gold Limited’s results of operations and financial prospects. Blue Gold Limited cannot predict if investors will find its ordinary shares less attractive because it may rely on these exemptions. If some investors find Blue Gold Limited’s ordinary shares less attractive as a result, there may be a less active trading market for its ordinary shares and its stock prices may be more volatile.

Failure of Blue Gold Limited to maintain compliance with the Nasdaq listing requirements could result in delisting of its ordinary shares, which in turn could adversely affect its financial condition and the market for its ordinary shares.

If the ordinary shares ultimately were to be delisted for any reason, it could negatively impact Blue Gold Limited by (i) reducing the liquidity and market price of Blue Gold Limited’s ordinary shares; (ii) reducing the number of investors willing to hold or acquire Blue Gold Limited’s ordinary shares, which could negatively impact Blue Gold Limited’s ability to raise equity financing; (iii) limiting Blue Gold Limited’s ability to use a registration statement to offer and sell freely tradable securities, adversely affecting Blue Gold Limited’s ability to access the public capital markets; and (iv) impairing Blue Gold Limited’s ability to provide equity incentives to its employees.

Blue Gold Limited may issue additional ordinary shares or other equity securities in the future that could dilute the ownership interest of existing Blue Gold Limited shareholders. reduce the trading price of the ordinary shares and impede Blue Gold Limited’s ability to raise future capital.

To maintain its capital at desired levels or to fund future growth, the Board may decide from time to time to issue additional ordinary shares, or securities convertible into, exchangeable for or representing rights to acquire ordinary shares. New investors in other equity securities issued in the future may also have rights, preferences, and privileges senior to, that may adversely impact, Blue Gold Limited’s current shareholders. Based on the need for additional capital to fund expected growth, it is likely that Blue Gold Limited will issue additional securities to provide such capital, and such additional issuances may involve a significant number of Blue Gold Limited’s ordinary shares. Issuance of additional securities in the future will dilute the percentage interest of existing shareholders and may reduce the market price of Blue Gold Limited’s ordinary shares and any other outstanding securities.

Blue Gold Limited cannot predict what effect, if any, future issuances by us of ordinary shares or other equity will have on the market price of the ordinary shares. Any shares that Blue Gold Limited may issue may not have any resale restrictions and could be immediately sold by the holders. The market price of the ordinary shares could decline if certain large holders of ordinary shares, or recipients of ordinary shares, sell all or a significant portion of their ordinary shares or are perceived by the market as intending to sell these shares other than in an orderly manner. The outstanding ordinary shares being offered for resale pursuant to this Prospectus by the Selling Shareholders represent approximately 51.7% of our total outstanding ordinary shares as of the date of this Prospectus. In addition, these sales could also impair Blue Gold Limited’s ability to raise capital through the sale of additional ordinary shares in the capital markets.

The ordinary shares issued in the Business Combination are subject to lock-up. If a large number of such shares are unrestricted and sold in the public market, the sales could reduce the trading price of the ordinary shares and impede our ability to raise future capital.

Our Memorandum and Articles of Association subject certain ordinary shares issued in connection with the Business Combination to lock-up restrictions.

As a result, large numbers of shares may become available for sale at one time, which may lead to a sharp decline in the market price of our ordinary shares. This may also hinder our ability to raise additional capital through the sale of ordinary shares in the capital markets. If the holders of ordinary shares sell all or a significant portion of their ordinary shares, or if the market anticipates such releases, there may be increased volatility or downward pressure on the share price. A decreased share price may make it more difficult for us to raise additional capital through equity offerings.

Our warrants may have an adverse effect on the market price of our ordinary shares.

We issued warrants to purchase 11.5 million of our ordinary shares as part of the units sold in the Offering each exercisable to purchase one ordinary share at $11.50 per share. Such warrants, when exercised, will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued by the Company.

The warrants may never be in the money, may be exercised on a “cashless” basis or may expire worthless and therefore we may not receive cash proceeds from the exercise of warrants.

We will receive up to an aggregate of approximately $132.3 million in proceeds from the exercise of the warrants, assuming the exercise in full of all of such warrants for cash. To the extent that the warrants are exercised on a “cashless” basis, we will not receive any proceeds from the exercise of such warrants. We expect to use the net proceeds from the exercise of the warrants, if any, for working capital and general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the warrants. However, there is no assurance that the holders of our warrants will elect to exercise any or all of such warrants. The cash proceeds associated with the exercises of the warrants is dependent on the stock price inasmuch as the holders are unlikely to exercise their warrants if the exercise price thereof is more than the price of our ordinary shares at the time of exercise. In that circumstance, a holder may be less likely to exercise their warrants as such holder would be selling at a loss if they exercised their warrants and sold their ordinary shares. Accordingly, we have not included the net proceeds from any exercise of the warrants in our assessment of our liquidity and our ability to fund operations on a prospective basis. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in this Prospectus.

The securities being registered in this Prospectus represent a substantial percentage of our outstanding ordinary shares and the sale of such securities, or the perception that these sales could occur, could cause the market price of our ordinary shares to decline significantly.

This Prospectus relates, among other things, to the offer and sale from time to time by the Selling Shareholders of up to 15,411,618 ordinary shares, consisting of: (i) 2,237,104 ordinary shares issuable upon the conversion of Loeb Convertible Promissory Note, June Notes and July Notes and (ii) 13,174,514 ordinary shares held by certain holders, in addition to up to 11,500,000 ordinary shares issuable by the Company upon the exercise of outstanding warrants.

Given the substantial number of ordinary shares being registered for issuance upon conversion of the warrants and potential resale by Selling Shareholders pursuant to this Prospectus, the sale or issuance of ordinary shares by us or the Selling Shareholders, or the perception in the market that a large number of ordinary shares may be issued or sold, could increase the volatility or result in a significant decline of the market price of our ordinary shares and could make it more difficult for our shareholders to sell their ordinary shares at such times and at such prices as they deem desirable.

BGHL may be unable to generate enough revenue necessary for working capital requirements.

If BGHL is unable to effectively develop, mine, recover and sell adequate quantities of gold or generate cash flows from other activities, it is unlikely that the cash generated from BGHL’s internal operations will suffice as a source of the liquidity necessary for anticipated working capital requirements. There is no assurance that BGHL’s initiatives to improve its liquidity and financial position will be successful. Accordingly, there is substantial risk that BGHL will be unable to continue as a going concern. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of BGHL, any creditors would be entitled to payment in full out of the Company’s assets before holders of ordinary shares would be entitled to any payment, and the claims on such assets may exceed the value of such assets.

Volatility in gold prices may impact the price of Blue Gold Limited’s outstanding securities.

Blue Gold Limited’s results of operations and cash flow on a consolidated basis will reflect fluctuations in the results of operations and cash flow of BGHL, which will be dependent in part on the price of gold. Short term volatility in the price of gold due to speculation in the market may result in significant changes in the price of Blue Gold Limited’s securities.

If securities or industry analysts do not publish research or reports about Blue Gold Limited’s business, or if they issue an adverse or misleading opinion regarding Blue Gold Limited’s securities, Blue Gold Limited’s stock price and trading volume could decline.

The trading market for Blue Gold Limited’s ordinary shares may be influenced by the research and reports that securities or industry analysts publish about us or Blue Gold Limited’s business. If analysts who cover us downgrade the ordinary shares or publish inaccurate or unfavorable research about Blue Gold Limited’s business model or Blue Gold Limited’s stock performance, or if Blue Gold Limited’s results of operations fail to meet the expectations of analysts, the price of Blue Gold Limited’s ordinary shares would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, Blue Gold Limited could lose visibility in the financial markets, which in turn might cause the price of Blue Gold Limited’s ordinary shares and trading volume to decline.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Our corporate affairs are governed by our Memorandum and Articles of Association, the Cayman Islands Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of ordinary shareholders to take action against the directors, actions by minority ordinary shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

We have been advised by Mourant Ozannes (Cayman) LLP (“Mourant”), Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be given by a court of competent jurisdiction, must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, ordinary shareholder may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board or controlling shareholders than they would as ordinary shareholders of a United States company.

The laws of the Cayman Islands may protect our directors from certain types of lawsuits.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our Memorandum and Articles of Association provide that every director or officer of the Company shall be indemnified against any liability incurred by that director or officer as a result of any act or failure to act in carrying out their functions other than such liability (if any) that the director or officer may incur by their own actual fraud, willful default or willful neglect.

The majority of Blue Gold Limited’s directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.

The majority of Blue Gold Limited’s directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state. Consequently, shareholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, shareholders may not be able to commence an action in a foreign court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this Prospectus that are not residents of the United States.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and the Company to claims, by making a distribution to our shareholders prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

Certain investors may have signed agreements which designate the courts of the State of New York, the United States District Court for the Southern District of New York or other specific jurisdictions as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders which can limit the ability of shareholders to obtain a favorable judicial forum for disputes with our Company.

Certain agreements provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the applicable agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York, the United States District Court for the Southern District of New York or another specific jurisdiction, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the applicable agreements will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and to have consented to the forum provisions in the applicable agreements. If any action, the subject matter of which is within the scope the forum provisions of the applicable agreements, is filed in a court other than a court of the State of New York, the United States District Court for the Southern District of New York or another specific jurisdiction, as applicable, (a “foreign action”) in the name of any holder of our securities, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York or another specific jurisdiction, as applicable, in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of certain agreements inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

Risks Related to Labor and Labor Relations

The Company may not be able to operate successfully if the Company is unable to recruit, hire, retain and develop key personnel and a qualified and diverse workforce. In addition, the Company is dependent upon the Company’s employees being able to perform their jobs in a safe and respectful work environment.

The Company depends upon the services of a number of key executives and management personnel. The Company’s success is also dependent on the contributions of the Company’s highly skilled and experienced workforce. The Company’s ability to achieve its operating goals depends upon the Company’s ability to recruit, hire, retain and develop qualified and diverse personnel to execute on the Company’s strategy. There continues to be competition over highly skilled personnel in the Company’s industry. If the Company loses key personnel, or one or more members of the Company’s senior management team, and the Company fails to develop adequate succession plans, or if the Company fails to hire, retain, and develop qualified and diverse employees, the Company’s business, financial condition, results of operations and cash flows could be harmed.

The Company’s business is dependent upon the Company’s workforce being able to safely perform their jobs, including the potential for physical injuries or illness. If the Company experiences periods where the Company’s employees are unable to perform their jobs for any reason, BGHL’s operations could be adversely affected. Features of the mining industry, such as being a historically hierarchical and male-dominated culture, create risk factors for harmful workplace behavior. Company policies and processes may not prevent or detect all potential harmful workplace behaviors. If the Company fails to maintain a safe, respectful and inclusive work environment, it could impact the Company’s ability to retain talent, damage the Company’s reputation and adversely impact employee engagement, performance, and productivity, resulting in potential legal claims and/or damage the Company’s reputation, which could have a material adverse effect on the Company’s business, financial position and results of operations.

BGHL’s reliance on contractors to conduct a significant portion of BGHL’s operations and construction projects could adversely affect BGHL.

A significant portion of BGHL’s operations are currently conducted in whole or in part by contractors. As a result, BGHL’s operations are subject to a number of risks, some of which are outside BGHL’s control, including:

In addition, BGHL may incur liability to third parties as a result of the actions of BGHL’s contractors. The occurrence of one or more of these risks could potentially adversely affect BGHL’s results of operations and financial position.

Risks Related to Cybersecurity

The Company is dependent on information technology systems, which are subject to certain risks, including cybersecurity risks, data leakage risks, and risks associated with implementation and integration.

The Company is dependent upon information technology systems in the conduct of its business. Any significant breakdown, invasion, virus, cyberattack, security breach, destruction or interruption of these systems by employees, others with authorized access to the Company’s systems, or unauthorized persons could negatively impact our business. The Company’s systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date the Company has not experienced any material losses relating to cyberattacks, the Company may suffer such losses in the future. The Company may be required to expend significant additional resources to continue to modify or enhance the Company’s protective measures. The Company may also be subject to significant litigation, regulatory investigation, and remediation costs associated with any information security vulnerabilities, cyberattacks or security breaches.

The Company’s business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.

The Company faces various security threats, including attempts by third parties to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of the Company’s employees; threats to the security of the Company’s infrastructure; and threats from terrorist acts. There can be no assurance that the procedures and controls the Company uses to monitor and mitigate the Company’s exposure to these threats will be sufficient in preventing them from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to the Company’s operations and could have a material adverse effect on the Company’s reputation, financial condition, results of operations, or cash flows. Although to date BGHL has not experienced any significant cyber-attacks, there can be no assurance that the Company will not be the target of such attacks in the future. As cyber threats continue to evolve, BGHL may be required to expend significant additional resources to continue to modify or enhance the Company’s protective measures or to investigate and remediate any security vulnerabilities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange. Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as “may”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” and similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management’s belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Forward-looking statements in this Prospectus may include, but are not limited to, statements about:

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including:

Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Prospectus. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Prospectus or to reflect the occurrence of unanticipated events. You should, however, review the information and risks described in the reports we will file from time to time with the SEC after the date of this Prospectus and any amendments or supplements thereto.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this Prospectus and any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting on its behalf.

MARKET, INDUSTRY AND OTHER DATA

In this Prospectus, we have used industry and market data obtained from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. We have compiled, extracted and reproduced industry and market data from external sources that we believe to be reliable. We caution prospective investors not to place undue reliance on the above mentioned data. Unless otherwise indicated in the prospectus, the basis for any statements regarding our competitive position is based on our own assessment and knowledge of the market in which we operate. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the capitalization of the Company as of December 31, 2024 on an unaudited pro forma combined basis after giving effect to the Business Combination and the agreements as described herein: 

USE OF PROCEEDS 

All of the securities offered by the Selling Shareholders pursuant to this Prospectus will be sold by the Selling Shareholders for their respective accounts. We will not receive any of the proceeds from these sales.

The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of their ordinary shares. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this Prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

We will receive approximately $132.3 million in aggregate from the exercise of the warrants, assuming the exercise in full of all of the warrants for cash. We expect to use the net proceeds from the exercise of the warrants for working capital and general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of these warrants.

There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants. The exercise price of the warrants is $11.50 per share. The likelihood that warrant holders will exercise the warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our ordinary shares, the last reported closing price for which was $7.23 per share on September 11, 2025. If the trading price for our ordinary shares is less than $11.50 per share, we believe holders of the warrants will be unlikely to exercise their warrants. There is no guarantee that the warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless and we may receive no proceeds from the exercise of the warrants. To the extent that any of the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. We do not expect to rely on the cash exercise of warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this Prospectus to continue to support our operations. See “Description of Securities — Warrants” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which our ordinary shares may be sold by the Selling Shareholders under this Prospectus. The offering price of the ordinary shares underlying the warrants offered hereby is determined by reference to the exercise price of such warrants of $11.50 per share.

DIVIDEND POLICY

We have never declared or paid cash dividends to our shareholders and currently we do not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.

SELECTED CONSOLIDATED FINANCIAL DATA

The following tables present our selected consolidated financial data and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Prospectus. The historical results are not necessarily indicative of the results to be expected for any future periods. We derived the summary statement of operations below for the year ended December 31, 2024, and the period from November 9, 2023 (Inception), through December 31, 2023, and the summary balance sheet data as of December 31, 2024 from our condensed consolidated financial statements included elsewhere in this Prospectus. We have derived the summary statements of income data below for the years ended December 31, 2024 and 2023 from our financial statements included elsewhere in this Prospectus. Our condensed consolidated financial statements are presented in U.S. dollars and prepared in accordance with accounting principles generally accepted in the United States, or U.S. generally accepted accounting principals (“U.S. GAAP”).

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the section of this Prospectus titled “Business,” in addition to (i) our consolidated financial statements for the year ended December 31, 2024 and for the period from November 9, 2023 (inception) to December 31, 2023, (ii) the unaudited condensed combined pro forma financial statements of the Company as of and for the year ended December 31, 2024 and the notes thereto and (iii) the financial statements of Blue Gold Limited as of and for the year ended December 31, 2024 and the period from December 4, 2023 (inception) to December 31, 2023, and other information included elsewhere in this Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “we,” “us,” and “our” generally refer to Blue Gold Holding Limited in the present tense or Blue Gold Limited from and after the Business Combination.

Business Overview

Blue Gold Limited is parent company to its a wholly owned subsidiary, BGHL, incorporated in the United Kingdom. BGHL’s purpose is to acquire, develop, finance, license and operate gold mines. BGHL’s initial activities are focused on the Ashanti Gold Belt located in Ghana. As of the date of this Prospectus, BGHL has no historical revenue.

BGHL has one subsidiary, BGBPL, a wholly owned subsidiary company, incorporated in Ghana on January 26, 2024. Blue Gold Limited, BGHL, BGBPL collectively are herein referred to as the “Company”.

Organizational Structure

History and Development of the Company

Blue Gold Limited, a Cayman Islands exempted company limited by shares, was incorporated on December 4, 2023. The Company’s registered office is at the offices of Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman Islands. Mourant Governance Services (Cayman) Limited serves as its agent. The business of the Company is conducted through BGHL, the Company’s indirect subsidiary, and BGHL’s subsidiaries, including BGBPL.

BGHL is a private company limited by shares formed under the laws of England and Wales. BGHL was incorporated on November 9, 2023. It operates under the laws of England and Wales. Other than in connection with the Business Combination, neither Blue Gold Limited nor BGHL have engaged in any (i) other material reclassification, merger or consolidation; (ii) acquisitions or dispositions of material assets other than in the ordinary course of business; (iii) material changes in the types of products produced or services rendered; name changes; or (iv) the nature and results of any bankruptcy, receivership or similar proceedings with respect to the company or significant subsidiaries. On May 15, 2024, following the consummation of the Purchase and Assumption Agreement, dated January 27, 2024, BGHL’s subsidiary acquired certain mining assets, primarily mining leases, on an exploration property in the Ashanti gold belt of Ghana, the Bogoso Prestea Mine. At the acquisition date, mineral rights valued at approximately $30.1 million, mine assets valued at approximately $1.8 million, and building and leasehold land valued at approximately $0.8 million was acquired and was fair valued as of the acquisition date. As of the date of this Prospectus, neither Blue Gold Limited, BGHL, nor any of their respective subsidiaries have any principal capital expenditures and divestitures in progress.

The Company is subject to certain of the informational filing requirements under the Exchange Act. Since the Company is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of the Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of ordinary shares. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as domestic U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC.

Recent Developments

Recent events impacting our business are as follows:

Asset Acquisition

On January 27, 2024, the BGBPL and FGRBPL entered into the Purchase Agreement to acquire certain mining assets, primarily mining leases, of the Bogoso Prestea Mine, subject to certain closing conditions including approval by the Ministry of Lands and Natural Resources of the Republic of Ghana. The Purchase Agreement provided for the transfer of mining assets from FGRBPL (the previous leaseholder) to BGBPL, including four mining leases (Bogoso I, Bogoso II, Prestea Surface and Prestea Underground), a government indemnity in favor of the previous leaseholder in respect of certain environmental damage and liabilities, fixed assets including immovable structures, buildings and facilities. Consideration for the transfer of the mining assets is the assumption of the previous leaseholder’s royalty agreement obligation with Golden Star Resources and stream agreement with RGLD Gold AG (“Royal Gold”).

The Purchase Agreement became effective as of May 1, 2024. The closing conditions have been met, with a number of subsequent closing deliverables still to be concluded (including the Royal Gold Agreement novation, the Golden Star Resources Agreement novation, and the Corporate Social Responsibility Agreement novation). The registration of the legal transfer was completed on May 15, 2024. In accordance with the laws of Ghana, BGBPL will ultimately be 90% owned by BGHL and 10% owned by the Government of the Republic of Ghana. As of the date of these financials, the shares have not been transferred to the Government of the Republic of Ghana.

BGHL evaluated this acquisition under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets and liabilities assumed based on their fair values and a determination is made whether any goodwill results from the transaction. This mine has been shut in with limited activities necessary to maintain the surface as required by regulation. In evaluating the criteria outlined by this standard, BGHL concluded that the acquired set of assets did not meet the U.S. GAAP definition of a business. BGHL did not acquire an assembled workforce nor a substantive process. BGHL has contracted through a transition services agreement (the “TSA”), FGRBPL to continue various mine maintenance processes. In order to commence operations, BGHL will need to hire additional skilled workers to execute its exploration and development plan. Therefore, BGHL accounted for the purchase as an asset acquisition rather than a business combination, and allocated the total consideration transferred on the date of the acquisition to the assets and liabilities acquired on a relative fair value basis.

Also on January 27, 2024, Blue Gold Bogoso Prestea Ltd entered into the Bond SPV Royalty with FGRBPL and Bond SPV. The Bond SPV Royalty provides for Blue Gold Bogoso Prestea Ltd to pay a royalty in refined gold to Bond SPV (as priority payee) and the previous leaseholder (as secondary payee, once Bond SPV debt service obligations are met) at a rate of the lesser of (i) 2,000 ounces per month, or 30% of gross production per month for the first 36 months following the start of commercial production, and (ii) 3,250 ounces per month, or 30% of gross production per month after 36 months until Bond SPV Royalty payments total the 250,000 ounce cap. This agreement represents a volumetric production payment and in accordance with ASC 932, is accounted for as a retention of the mineral right by the pervious leaseholder and therefore not part of the asset acquisition described above.

The following table summarizes the acquisition date fair value of the assets acquired and the liabilities assumed:(1)

Purchase and Assumption Agreement

On January 27, 2024, BGBPL and FGRBPL entered into a Purchase and Assumption Agreement for BGBPL to acquire certain mining assets, primarily mining leases, of the Bogoso Prestea Mine, subject to certain closing conditions including approval by the Ministry of Lands and Natural Resources of the Republic of Ghana. The closing conditions have been met, with a number of subsequent closing deliverables still to be concluded (including the Royal Gold Agreement novation, the Golden Star Resources Agreement novation and the Corporate Social Responsibility Agreement novation). The registration of the legal transfer was completed on May 15, 2024. In accordance with the laws of Ghana, BGBPL will ultimately be 90% owned by BGHL and 10% owned by the Government of the Republic of Ghana. BGHL accounted for the purchase as an asset acquisition in accordance with ASC 805 and allocated the total consideration transferred on the date of acquisition to the assets on a relative fair value basis.

Royalty Agreement

Also on January 27, 2024, BGBPL entered into a Royalty Agreement (“Bond SPV Royalty”) with FGRBPL and Bond SPV (as defined below).  The Bond SPV Royalty provides for BGBPL to pay a royalty in refined gold to Bond SPV (as priority payee) and FGRBPL (as secondary payee, once Bond SPV debt service obligations are met) at a rate of the lesser of (i) 2,000 ounces per month, or 30% of gross production per month for the first 36 months following the start of commercial production, and (ii) 3,250 ounces per month, or 30% of gross production per month, after 36 months until Bond SPV Royalty payments total the 250,000 ounce cap.

Changes to the Unaudited Interim Condensed Consolidated Financial Statements of BGHL

In connection with the preparation of BGHL’s audited consolidated financial statements included in this Prospectus, the Company identified required changes to the unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2024. The changes relate to the initial asset acquisition accounting performed by the Company when it acquired the assets pursuant to the Purchase and Assumption Agreement. The adjustments primarily relate to the removal of the Bond SPV Royalty liability and the removal of certain fixed assets (and the related depreciation expense) that were not part of the Purchase and Assumption Agreement. After further investigation, it was determined the Bond SPV Royalty Agreement should be accounted for as FGRBPL’s retention of a mineral right in accordance with ASC 932 as it represents a volumetric production payment, whereas previously it was accounted for as part of the consideration payable to FGRBPL. Under ASC 932, FGRBPL would retain the rights to their share of the ounces of gold and no entry should be recorded on BGHL as those rights were not part of the lease transfer.

Mineral rights are measured at fair value at the acquisition date and determined by the net present value of expected future cashflows, which, under an asset acquisition, are then adjusted to match the consideration paid, in this case being the liabilities assumed. Given BGHL accounted for the purchase as an asset acquisition rather than a business combination, the total adjusted consideration transferred on the date of the acquisition was allocated to the assets and liabilities acquired on a relative fair value basis therefore the net impact of these adjustments on the consolidated balance sheet as of the acquisition date was zero. 

The following table summarizes the reporting acquisition date fair value of the assets acquired and the liabilities assumed, restatement adjustments and adjusted allocation of fair value of assets acquired:

Convertible Secured Interest-Bearing Loan Notes

On June 16, 2024, BGHL executed $2,500,000 of convertible secured interest-bearing loan notes, as amended and restated by an amendment and restatement deed, dated June 26, 2024, with a redemption date of December 14, 2024 (the “Notes”), to fund working capital needs. The Notes were convertible into ordinary shares at a conversion rate of $0.50 per BGHL share. The Notes accrued fixed interest of 15% of the principal amount of the Notes which are repaid or redeemed but no interest shall accrue on any Notes that are converted. The Notes were secured by the underlying equity of BGHL held by three shareholders of BGHL. The Notes could be repaid or converted at the option of the Noteholder at any time, up to the redemption date of December 14, 2024. In June and July 2024, BGHL issued $2,500,000 of the Notes, of which $350,000 was redeemed and reissued to new noteholders at a fixed rate of 10% on July 30, 2024. In September 2024, $27,152 was repaid. BGHL records the Note liability at its fixed monetary amount on the issuance date and interest expense charged over the outstanding period of the Note. At December 31, 2024, the balance of $2,472,848 was due on demand and reported as Convertible notes payables on the accompanying consolidated balance sheet. For the year ended December 31, 2024, interest expense of $442,869 was accrued on these loans and included on the consolidated statement of income.

On January 10, 2025 the Notes were amended and restated to extend the redemption date to June 14, 2025; increase the fixed interest rate to 30% of the principal amount of the Notes which are repaid or redeemed but no interest shall accrue on any Notes that are converted; and decreased the conversion rate to $0.40 per share. As at the date of these financial statements, 100% of the Notes have been converted. The Noteholders converted their Notes into shares by accepting shares issued by BC2, with a corresponding intercompany loan being put in place owing by BGHL to BC2.

Update on Status of Notice of Termination of Mining Leases

On September 20, 2024, FGRBPL, the Previous Leaseholders, received the Commission Notice, notifying FGRBPL of an action for termination of the mining leases, from the Mineral Commission alleging violations of the related leases. After the Commission Notice, the Mineral Commission formed an IMC, and the IMC assumed managerial control of the mine site. BGHL and the Previous Leaseholder, pursuant to the Mining Act, actively dispute the contents and legality of the Commission Notice and the appointment of an IMC. On October 14, 2024, BGHL delivered notice to the Republic of Ghana requesting settlement of BGHL’s dispute pursuant to the UK- Ghana BIT. Pending the resolution of BGHL’s dispute, BGHL has been advised by Kimathi & Partners, its legal counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute.

On April 2, 2025, BGHL served a notice of arbitration on the Republic of Ghana to commence international arbitration proceedings against the Republic of Ghana pursuant to Article 10 of the UK-Ghana BIT. On June 6, 2025, the Republic of Ghana submitted its response to the notice of arbitration in which it contests jurisdiction and disputes the validity and merits of BGHL’s claims and has agreed to have a three-person tribunal hear the dispute and for it to be administered by an arbitral institution (the Permanent Court of Arbitration in The Hague). Pending the resolution of the dispute, BGHL has been advised by Kimathi & Partners, its legal counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute.

On July 5, 2025, the Ministry of Lands and Natural Resources issued a stop work notice to Heath Goldfields on the Bogoso-Prestea Mine giving them 120 days to remedy all breaches and carry out essential services.

In the event the arbitration outcome or any of these actions is favourable to the existing mining leases, successful mine development, infrastructure construction, and mineral production is dependent on obtaining all necessary consents, approvals and licenses for a successful design, construction, and operation of efficient mining, processing, and transportation facilities. No assurance can be given that we will be able to resolve this matter or obtain all necessary consents, approvals, and licenses in a timely manner, or at all. If the outcome of the arbitration is unfavourable, it will adversely affect the value of BGHL’s business. Delays or difficulties in obtaining a favourable arbitration outcome or in obtaining relevant approvals, may interfere with future mining operations or plans of BGHL, which will materially impact our business and financial position in the future.

Due to the uncertainty surrounding the outcome of the lease dispute with the Government of Ghana, and the possibility that the mining leases may not be returned to BGBPL, there is a material uncertainty that BGHL will not be able to undertake its business plan to restart the Bogoso Prestea Mine. If the Company is not successful with its arbitration proceedings with the Republic of Ghana, the leases may be relinquished which will reduce the mineral rights value reflected in BGHL’s balance sheet to zero.

Subscription Agreement with Cibreo Partners LLC

In November 2024, the Company and Perception, Cibreo Partners LLC, a New York limited liability company (“Cibreo”), and BCMP Services Limited, a private company limited by shares formed under the laws of England and Wales (“BCMP”) entered into a Letter Agreement by which, among other things: (i) Cibreo agreed to purchase up to 432,891 ordinary shares of the Company at the price of $0.0001 per share (for purposes of this paragraph, the “Shares”) at least 10 days before the closing of the Business Combination and (ii) BCMP had the right to purchase 86,578 shares of the Shares from Cibreo upon the same terms as the Company offered the Shares to Cibreo if the shareholders listed on Schedule 1 of the Letter Agreement do not enter into lock-up agreements in connection with the Business Combination under the terms of the associated Subscription Agreement, dated March 17, 2025, among the Company, Perception and Cibreo (the “Subscription Agreement”). The parties to the Letter Agreement later executed a Subscription Agreement with regard to the Shares. Following the closing of the Business Combination, BCMP clarified its intent not the exercise the right to purchase the Shares from Cibreo that was provided in the Letter Agreement.

Mineral Rights

As of December 31, 2024, BGHL has mineral rights in Ghana to mine the Bogoso and Prestea properties acquired under the Purchase Agreement. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of gold. The mine is currently on care and maintenance, no mining activities are being undertaken and there is currently no production from the mine. As of December 31, 2024, the carrying value of the mineral rights of $30.1 million represents the relative fair value on the acquisition date allocated to the acquired mineral rights pursuant to the Purchase Agreement. Amortization is computed using the unit of production method and there was no amortization for the year ended December 31, 2024, due to the lack of gold production.

Due to the uncertainty surrounding the outcome of the lease dispute with the Government of Ghana (Note 15), and the possibility that the mining leases may not be returned to BGBPL, there is a material uncertainty that BGHL will not be able to undertake its business plan to restart the Bogoso Prestea mine. If BGHL is not successful with its arbitration proceedings with the Republic of Ghana, the leases may be relinquished which will reduce the mineral rights value reflected in BGHL’s balance sheet to zero.

Asset Acquisition Property, Plant and Equipment

The value of property, plant and equipment (“PP&E”), including land, buildings and processing equipment, that were acquired as part of the Asset Acquisition are recorded at a relative fair value assessed at the time of the acquisition less depreciation. Any additional PP&E acquired, and any expenditures that extend the life of such assets are recorded at historical cost, including direct acquisition costs less depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Capital work in progress is recorded at cost less impairment losses but is not depreciated until it is in use and transferred into other PP&E classifications.

Business Combination Agreement

On June 25, 2025, Blue Gold Limited consummated the previously announced Business Combination pursuant to the BCA. The following transactions occurred pursuant to the terms of the BCA:

Prior to Perception merging with and into its wholly-owned subsidiary, Blue Gold Limited, Blue Gold Limited conducted no business operations and held no materials assets. The total assets held by Blue Gold Limited, as of December 31, 2024, represent less than 0.05% of the total assets held by Perception as of December 31, 2024.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, although Blue Gold Limited acquired all of the outstanding equity interests of BGHL in the Business Combination, Blue Gold Limited was treated as the “acquired” company and BGHL was treated as the accounting acquirer for financial statement reporting purposes.

Blue Gold Limited’s ordinary shares are traded on The Nasdaq Global Market under the symbol “BGL” and its warrants are traded on The Nasdaq Capital Market under the symbol “BGLWW”.

Convertible Promissory Note and Registration Rights Agreement

On June 25, 2025, Blue Gold Limited entered into the Loeb Convertible Promissory Note in the principal amount of $805,000, maturing on December 15, 2025 for the settlement of legal fees owed by Perception. The note is convertible, at Loeb’s option, into ordinary shares of Blue Gold Limited at a price equal to 80% of the average daily volume-weighted average price of the ordinary shares over the 30 trading days prior to conversion. Also on June 25, 2025, in connection with the note, Blue Gold Limited and Loeb entered into a Registration Rights Agreement, granting Loeb the right to require Blue Gold Limited to register the resale of the ordinary shares issuable upon conversion of the note.

Convertible Note Purchase Agreement

In June 2025, the Company entered into several convertible note purchase agreements raising an aggregate amount of approximately $2.2 million (the “June Notes”). In July 2025, the Company entered into several additional convertible note purchase agreements raising an aggregate amount of approximately $0.4 million (the “July Notes”). Both the June Notes and July Notes were scheduled to mature on October 31, 2025 but, pursuant to their respective terms, automatically converted into the Company’s ordinary shares 30 days following the listing of such shares on Nasdaq. The June Notes had a conversion price of the lower of (i) the volume weighted average price (VWAP) over the 30-day period following the listing of the Company on the Nasdaq less the Applicable Discount (defined below) and (ii) the closing price on the day prior to the conversion less the Applicable Discount. The July Notes had a conversion price of the lower of (i) $30, (ii) the volume weighted average price (VWAP) over the 30-day period following listing of the Company on the Nasdaq less the Applicable Discount and (iii) the closing price on the day prior to the conversion less the Applicable Discount. “Applicable Discount” means, (i) in the case of the June notes, a forty percent (40%) discount or (ii) in the case of the July notes, a twenty percent (20%) discount. The conversion price for the June Notes and July Notes is $17.69 (less the Applicable Discount).

Shareholder Actions

On July 28, 2025, RCF VII Sponsors LLC, the former sponsor of Perception Capital Corp. IV, and S&R Capital Ltd. (together, “Plaintiffs”) filed an originating summons against the Company in the Grand Court of the Cayman Islands (the “Court”). Plaintiffs seek a declaration that the ordinary shares received in exchange for Perception shares are Unrestricted Shares, as such term is defined in the Company’s Memorandum and Articles of Association (the “Pending Action”). The Company believes this claim has no merit and intends to vigorously defend against it. This claim poses a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time.

On August 29, 2025, the Company filed a Form 6-K to provide its notice and proxy statement related to the extraordinary general meeting of shareholders (the “EGM”) that was scheduled to be held on September 8, 2025. Subsequently, the Plaintiffs filed an application for the interim injunction with the Court (the “Injunction Proceeding”) to prevent the Company from holding such EGM. The Injunction Proceeding was brought before the Court ex parte by the Plaintiffs, claiming in part that (i) the proper procedures for convening the EGM were not followed as the class of shareholders entitled to vote were not properly constituted and (ii) the purpose of the EGM was to frustrate the Pending Action.

On September 5, 2025, the Court issued an interim injunction in favor of the Plaintiffs.. A further hearing is currently scheduled for October 2, 2025 at which the Court may determine to continue, discharge or vary the injunction. On September 10, 2025, the Company filed a Form 6-K disclosing that the directors of the Company have determined to postpone the EGM indefinitely.

Securities Purchase Agreement and Registration Rights

On August 29, 2025, the Company entered into a Securities Purchase Agreement authorizing a new series of senior convertible notes, in the aggregate principal amount of up to $5,434,783 (the “Senior Convertible Notes”), and warrants to purchase up to an aggregate of 215,299 ordinary shares (the “Warrants”). On September 3, 2025, the Company sold a Senior Convertible Note in the principal amount of $3,804,348 and 150,709 Warrants (at an original issue discount of 8%, for an aggregate purchase price of $3,500,000. The Senior Convertible Notes bear interest at the rate of 7% per annum, except upon an event of default, in which such interest rate will be 12%. Following the registration of the ordinary shares underlying the Senior Convertible Note and Warrants, the Company has agreed to sell and the buyer has agreed to buy an additional Senior Convertible Note in the principal amount of $1,630,435 at an 8% discount, for an aggregate purchase price of $1,500,000, and 64,590 additional Warrants.

At any time after issuance, the Senior Convertible Notes are convertible into ordinary shares, subject to customary terms and conditions. The Senior Convertible Notes convert into ordinary shares at an conversion price of $13.51 per share, subject to certain adjustments, and the Warrants are exercisable at $16.88 per share until September 3, 2030. Also on August 29, 2025, the Company entered into a Registration Rights Agreement with the buyer providing for the registration of the ordinary shares issuable upon conversion of the Senior Convertible Notes and exercise of the Warrants. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the SEC within 30 calendar days after the date of the Registration Rights Agreement to register the resale of the Note Shares and the Warrant Shares and cause such registration statement to be effective within 60 calendar days after the date of the Registration Rights Agreement, if the registration statement is subject to review by the SEC, and if the Company has been notified by the SEC that the registration statement will not be reviewed by the SEC, within 15 trading days after such notification. If at any time not all the Note Shares or Warrant Shares are registered pursuant to the Securities Purchase Agreement, the Company will be required to file another registration statement to register the resale of any such Note Shares and Warrant Shares.

Ordinary Share Purchase Agreement and Registration Rights Agreement

On August 29, 2025, the Company entered into an Ordinary Share Purchase Agreement (the “August SPA”), pursuant to which the Company may sell up to $75,000,000 of newly issued ordinary shares (the “VWAP Purchase Shares”) to an investor at the Company’s option, subject to certain conditions, at a price per share equal to (i) 0.97 multiplied by the lowest daily volume-weighted average price (VWAP) of the ordinary shares during the applicable VWAP Purchase Valuation Period (as defined in the August SPA), provided that the parties to the August SPA may mutually agree to a different price if a Form F-3 is being used to register the VWAP Purchase Shares. In consideration for entering into the August SPA, the Company issued to the investor 69,419 ordinary shares (the “Commitment Shares”). Also on August 29, 2025, the Company entered into a Registration Rights Agreement with the investor requiring the Company to register for resale the VWAP Purchase Shares and the Commitment Shares. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the SEC within 30 days after the date of the Registration Rights Agreement to register the resale of the VWAP Purchase Shares and the Commitment Shares and cause such registration statement to be effective within 60 days after the date of the Registration Rights Agreement, if the registration statement is subject to review by the SEC, and if the Company has been notified by the SEC that the registration statement will not be reviewed by the SEC, within 15 days after such notification.

Bogoso Prestea Mine Property

On May 15, 2024, BGBPL became the new leaseholder of record for the Bogoso Prestea Mine. BGBPL assumed the related leases and licenses pursuant to the Purchase and Assumption Agreement with the Previous Leaseholder dated January 27, 2024. Subsequently, on September 20, 2024, the Previous Leaseholder received the Commission Notice, notifying the Previous Leaseholder of an action for termination of the mining leases, from the Mineral Commission alleging violations of the related leases. After the Commission Notice, the Mineral Commission formed an IMC, and the IMC assumed managerial control of the mine site. The Company and the Previous Leaseholder, pursuant to Mining Act, actively dispute the contents and legality of the Commission Notice and the appointment of an IMC. On October 14, 2024, the Company delivered notice to the Republic of Ghana requesting settlement of the Company’s dispute pursuant to the UK-Ghana BIT. Pursuant to Article 10 of the UK-Ghana BIT, the Company retains the right to initiate international arbitration proceedings against the Republic of Ghana if the dispute is not resolved within three months from the date of the Company’s notice dated October 14, 2024.

During the period since the Commission Notice, there has been media attention and speculation regarding the Bogoso Prestea Mine, including reporting from certain media outlets in Ghana that the Bogoso Prestea mining leases were issued to a third party by the Ghanaian Minister of Lands and Natural Resources. To the Company’s knowledge, no such lease issuance has occurred. Further, if such action were taken, Kimathi & Partners has further advised BGHL that under Section 5 of the Mining Act and Article 268(1) of the 1992 Constitution of Ghana, Ghanaian law requires parliamentary ratification of such issuance of the mining lease and, consequently, BGHL would contest as part of the ongoing dispute described in this paragraph.

On December 18, 2024, the Company filed an application for judicial review with The High Court of Justice (Commercial Division) requesting that the court grant an order returning the managerial control of the Bogoso Prestea Mines to BGBPL and FGRBPL.

On December 18, 2024, the Company also filed an Injunction Application pending the court’s determination of the application for judicial review. Under the Injunction Application, the Company sought to prohibit the respondents, which include the IMC and the Ghanaian Minister of Lands and Natural Resources, from (1) taking possession or control of the Bogoso Prestea Mines, (2) requesting parliamentary approval of any mining lease over the Bogoso Prestea Mines, and (3) taking any steps related to approving the transfer of the Bogoso Prestea Mines.

On December 23, 2024, the EOCO commenced an investigation into alleged fraud connected with the attempted acquisition of the Bogoso Prestea Mines by Heath Goldfields Limited. In accordance with its powers set forth in Section 33 of the Economic and Organised Crime Act, 2010 (Act 804) and their pending investigation, EOCO has frozen the attempted acquisition by Heath Goldfields Limited of the Bogoso Prestea Mines pending the completion of their investigation.

On January 27, 2025, the Company filed an Application For Contempt of Court with The High Court of Justice (Commercial Division) alleging that the IMC’s continued control, possession, and management of the Bogoso Prestea Mines and engagement with Heath Goldfields Limited for the purposes of handing over the Bogoso Prestea Mines to Heath Goldfields Limited was in violation of the judicial review application and injunction application that were served upon them, thus contemptuous.

On February 10, 2025, the EOCO dismissed its preliminary investigation into the transactions between Heath Goldfields and the Minerals Commission following allegations of falsification of official documents due to insufficient evidence. 

On March 20, 2025, the High Court of Justice (Commercial Division) dismissed Heath Goldfields Limited’s application to strike the Company’s judicial review application as without merit. The High Court of Justice (Commercial Division) also dismissed the Company’s judicial review application to quash the decision of the Minister of Lands and Natural Resources and stated that the Company and FGR did not properly invoke the jurisdiction of the court.

However, the Company has invoked its right to appeal the jurisdictional decision to the Court of Appeal, a higher court in the Ghanian court system. 

On April 2, 2025, BGHL served a notice of arbitration on the Republic of Ghana to commence international arbitration proceedings against the Republic of Ghana pursuant to Article 10 of the UK-Ghana BIT. On June 6, 2025, the Republic of Ghana submitted its response to the notice of arbitration in which it contests jurisdiction and disputes the validity and merits of BGHL’s claims and has agreed to have a three-person tribunal hear the dispute and for it to be administered by an arbitral institution (the Permanent Court of Arbitration in The Hague). Pending the resolution of the dispute, BGHL has been advised by Kimathi & Partners, its legal counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute.

On July 5, 2025, the Ministry of Lands and Natural Resources issued a stop work notice to Heath Goldfields on the Bogoso-Prestea Mine giving them 120 days to remedy all breaches and carry out essential services.

The Bogoso Prestea Mine is an exploration stage property located in the Ashanti gold belt, whose mining operations are currently suspended. The Property is in an area where mining has occurred more or less continuously since the late 1800s, so local skilled mine workers are readily available. The plant, currently on care & maintenance, and equipment have been in use since the 1980’s and has been continuously maintained, but the plant will require a refurbishment as part of the redevelopment of the Mine.

As of December 31, 2024, BGHL has generated no revenue. BGHL will endeavor to bring the former Bogoso Prestea Mine, back into operation, to cost-effectively deliver gold to the global gold markets. To begin operations, BGBPL must obtain the following material licenses: Environmental Permit, Mine Operating Permit, Fire Certificate, Export Gold Permit, and Water Usage Permit. BGBPL have prepared an Environmental Management Plan which has been submitted to the Environmental Protection Agency (EPA) for consideration. This is currently under review by the EPA. Once the EPA is satisfied, they will issue BGBPL an Environmental Permit, following which BGBPL can apply to the Minerals Commission for a Mine Operating Permit; and following issuance of this, the other permits will be applied for. If any of these material licenses are not obtained the Bogoso Prestea Mine cannot commence production.

The area is well serviced by the public road network, mains electricity, water supply, and the immediate area can support tailings storage, waste rock disposal, heap leach pad areas, and potential processing plant expansion. For more information, see our Technical Report Summary.

The Bogoso Prestea Project includes an extensive underground mine complex, open pit mine, oxide CIL plant, refractory sulphide plant, waste rock dumps, tailings management facilities and associated mine site infrastructure. It is confirmed that the operations are suspended and therefore a mechanical and engineering review is required before they can be safely restarted. The oxide CIL plant is in reasonable condition but will require some refurbishment and improvements. The refractory plant will need to be largely rebuilt before it can be operational.

Infrastructure

Prestea is a long-established mining town, such that the basic infrastructure required for the project is in place and consists of Electrical substations at Prestea and the Bondaye Marsh area (for discharge water management). The Prestea mine electrical distribution is supplied with electrical power from the Ghana electrical distribution company, GridCo, at a voltage level of 34.5kV (typically referred to as 33kV) to the mine’s Job 600 outdoor substation. Job 600 substation transforms power to 6.6kV and 3.3kV for distribution at Central Shaft as well feeding 34.5kV power to the Bondaye Shaft.

Bondaye Shaft medium voltage distribution will remain at 3.3kV with upgrades made to the substation to transform from 34.5kV to 3.3kV and hardware to meet modern safety and international norms.

Raw materials and consumables

We will require gasoline, diesel fuel, other raw materials, and consumables to start gold production.

Competition

Gold mining is competitive in all its phases. The gold mining industry is fragmented, and we expect initially to be a small participant in this sector. Many of our competitors have significant operations across different properties around the world, including significant operations in the Ashanti gold belt. However, based on the Technical Report Summary, we believe the resource quantity, grade and metallurgy in the Bogoso Prestea Mine creates a unique opportunity for superior economics. As of the date hereof, the current price of gold is at over $2,400/oz, versus the Life of Mine model (“LoM”) average gold price of $2,006/oz, which will believe will help to ensure that we operate profitably and sustainability even in the case of a sharp drop in gold price.

Results of Operations

The following table summarizes our financial results for the year ended December 31, 2024 and for the period from November 9, 2023 (inception) to December 31, 2023:

As of December 31, 2024, BGHL has not generated any revenue since inception. For the year ended December 31, 2024, BGHL’s expenses are associated with start-up costs related to the Business Combination as described above and plant maintenance costs associated with the mine leases.

For the period from November 9, 2023 (inception) to December 31, 2023, BGHL’s expenses are associated with start-up and costs related to the Business Combination, as described above.

Liquidity and Capital Resources

Since inception, BGHL’s primary sources of liquidity have been cash flows from loans provided by affiliated companies, Blue International Holdings Limited and Future Global Resources Limited (“FGR”), the parent of the Previous Leaseholder, as well as funds generated from the issuance of convertible notes payable and ordinary shares. For the year ended December 31, 2024, BGHL reported an operating loss of $11.6 million and cash flows used in operations of $6.2 million. As of December 31, 2024, BGHL had an aggregate cash and cash equivalents balance of $170,557 and a net working capital deficit of $7.6 million.

In August 2024, BGHL entered into that certain Advance Payment Agreement with Gerald Metals, BGBPL, Blue Gold Ltd and BIHL, to which the Company has become a party, and whereby, subject to satisfying several conditions precedent, Gerald Metals has agreed to make advance payments of up to an aggregate of $25,000,000 to fund restart costs of BGBPL’s project in Ghana. All advance payment amounts, plus interest accruing and compounding daily at 7% plus 3M SOFR per annum, are required to be repaid 24 months after the date of the first advance payment disbursement. Until such time as all such amounts are paid in full, Gerald Metals is granted a first ranking perfected security interest over all of BGBPL’s assets, including real property, machinery, and equipment, its mining license, each with regard to the Bogoso Prestea Mine, and certain other assets. In consideration of the advance payment, BGBPL will sell 100% of the total material produced at the Bogoso and Prestea site to Gerald Metals for a period of 60 months after the offtake commencement date at a discount. The total amount of material sold will be no less than 760,000 oz of gold, delivered pursuant to a prescribed delivery schedule, and such 60 month period can be extended until such amount is delivered. Pursuant to the Advance Payment Agreement, Gerald Metals was also granted a right of first refusal to participate in the development funding of certain future projects. The Advance Payment Agreement gives Gerald Metals the option to convert the advance payment, or part thereof, into shares and warrants of Blue Gold Limited. In relevant part, under Tranche B, $10.0 million of advance payment can be converted to ordinary shares of the Company for a period of 24 months after the first disbursement of the advance payment. Under Tranche B, Gerald Metals can elect to convert during the first calendar month of commercial production. Relevantly, the conversion price shall be the initial listing price. Upon conversion, each share issued to Gerald Metals is accompanied by a warrant, entitling Gerald Metals to purchase an additional common share at the listing price (for cash) at any time prior to 12 months from the date of issue of the warrant, provided that Gerald Metals elects to convert after the 12th month following the last disbursement of the advance payment. If Gerald Metals elects to convert prior to or within 12 months of the last disbursement, the warrant exercise period extends to 24 months from the date of issuance. Furthermore, the Advance Payment Agreement gives Gerald Metals the right, for the duration of the agreement, to two seats on the Board.

In September 2024, BGBPL signed a Mining Equipment Supply Framework Agreement with Attachy Construction Limited (“Attachy”), whereby Attachy has agreed to procure certain goods and equipment necessary for the restart of the Bogoso Prestea Mine, up to a total value of $8.0 million. BGBPL must repay to Attachy the equipment purchase price plus a mark-up of 30% of such price. Repayment of the purchase price and mark-up amount will commence three months after an equipment purchase and will be repaid over seven equal monthly installments. BGBPL paid $1,084,872 to Attachy under this Agreement as a service fee, which has been expensed as plant maintenance costs for the year ended December 31, 2024.

On November 7, 2024, BGHL received a $345,000 advance from Attachy. On each of October 2, 2024, October 28, 2024 and November 13, 2024, BGHL’s subsidiary, BGBPL, received advances in the aggregate amount of $303,000 from Attachy. These advances are non-interest bearing and do not require collateral. The advances are due on demand and, to date, Attachy has not demanded repayment of the advances.  

In March 2025, BGHL received an advance of $866,691 from BC2, BGHL’s parent company.

In June 2025, the Company entered into the June Notes raising an aggregate amount of approximately $2.2 million.  In July 2025, the Company entered into the July Notes raising an aggregate amount of approximately $0.4 million. Both the June Notes and July Notes were scheduled to mature on October 31, 2025 but, pursuant to their respective terms, automatically converted into the Company’s ordinary shares 30 days following the listing of such shares on Nasdaq. The June Notes had a conversion price of the lower of (i) the volume weighted average price (VWAP) over the 30-day period following the listing of the Company on the Nasdaq less the Applicable Discount and (ii) the closing price on the day prior to the conversion less the Applicable Discount. The July Notes had a conversion price of the lower of (i) $30, (ii) the volume weighted average price (VWAP) over the 30-day period following listing of the Company on the Nasdaq less the Applicable Discount and (iii) the closing price on the day prior to the conversion less the Applicable Discount. The conversion price for the June Notes and July Notes is $17.69 (less the Applicable Discount).

The funding of BGHL’s future capital requirements depends on many factors, including BGHL’s revenue growth rate, the timing and extent of spending to support the restart of the Bogoso Prestea Mine and further exploration activities. To finance these activities, BGHL will need to raise additional or alternative capital from outside sources. While there can be no assurances, BGHL currently intends to raise such capital through issuances of additional equity, debt finance, trade finance and/or offtake finance. BGHL may not be able to raise it on terms acceptable to BGHL or at all. If BGHL is unable to raise additional capital when at the time or in amounts necessary, BGHL’s business, results of operations and financial condition will be materially and adversely affected.

As a result of the above, in connection with BGHL’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that BGHL’s liquidity condition raises substantial doubt about BGHL’s ability to continue as a going concern for the next twelve months and thereafter. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should BGHL be unable to continue as a going concern.

Cash flows for the year ended December 31, 2024 and for the period from November 9, 2023 (inception) to December 31, 2023

The following table summarizes BGHL’s cash flows from operating, investing and financing activities for the year ended December 31, 2024 and for the period from November 9, 2023 (inception) to December 31, 2023:

Cash flows used in operating activities

Net cash used in operating activities for the year ended December 31, 2024 was $6.2 million, primarily due to expenses associated with start-up costs related to the Business Combination, as described above, and plant maintenance costs associated with the mine leases.

Cash flows used in investing activities

Net cash used in investing activities for the year ended December 31, 2024 was $0.4 million and was primarily related to purchases of vehicles.

Cash flows provided by financing activities

Net cash provided by financing activities for the year ended December 31, 2024 was $6.7 million and was primarily related to proceeds from convertible notes ($2.5 million), proceeds from the issuance of ordinary shares ($3.6 million) and proceeds from a loan ($0.6 million) from Attachy described above.

Off-Balance Sheet Arrangements

BGHL does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

BGHL prepares its financial statements in accordance with U.S. GAAP, expressed in U.S. dollars. BGHL’s financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP. References to U.S. GAAP issued by the FASB are to the FASB Accounting Standards Codification (“ASC” and together “FASB ASC”). All significant intercompany balances and transactions have been eliminated in consolidation.

Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires BGHL to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Actual results could materially differ from these estimates. On an ongoing basis, BGHL evaluates its estimates, including those relating to fair values, income taxes, and contingent liabilities among others. BGHL bases its estimates on assumptions both historical and forward looking that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of its assets and liabilities.

Critical Accounting Estimates

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant estimates made by management include, but are not limited to, valuation of mineral rights, valuation of royalty liabilities, contingent consideration, reserve volumes and future net revenues associated with mine resources and the asset retirement obligations.

The Life of Mine model, or LoM, which has been used as the basis for calculating the mineral rights value and the royalty liability values is prepared to a Scoping Study level. The LoM is preliminary in nature and there is a high degree of uncertainty over the assumptions made. The LoM is solely based on Measured and Indicated Resources which are considered too speculative geologically to have economic considerations applied to them that would allow them to be categorized as mineral reserves, and there is no certainty that the LoM will be realized.

BGHL’s reporting currency is the U.S. dollar. The functional currency of each entity in the group is the currency of the primary economic environment in which it operates. Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of each transaction.

BGHL translates the financial statements from the local (functional) currency into U.S. Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830”). Assets and liabilities are translated at exchange rates as of the balance sheet date. Expenses are translated at average rates in effect for the periods presented. Translation gains and losses resulting from re-measurement from functional to reporting currency are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

Gains and losses resulting from transactions denominated in a currency other than the functional currency of the entity are included in other (expense) income, net in the consolidated statements of operations using the average exchange rates in effect during the period.

BGBPL holds certain long-lived assets in Ghana including the mineral assets. Ghana has experienced economic instability and the Ghanian government has implemented various monetary policies. Ghana has also experienced high rates of inflation over the past several years. BGHL applies hyper-inflationary accounting to Ghana in accordance with the guidelines in ASC 830, “Foreign Currency.” A hyper-inflationary economy designation occurs when a country has experienced cumulative inflation of approximately 100 percent or more over a 3-year period. This hyper-inflationary designation requires BGHL’s subsidiary in Ghana to record all transactions as if they were denominated in U.S. dollars. The subsidiary in Ghana has not generated revenue to the date of this Prospectus and total net currency exchange losses were not significant.

Property, Plant and Equipment

The value of PPE, including land, buildings and processing equipment, that were acquired as part of the Asset Acquisition are recorded at fair value assessed at the time of the acquisition less depreciation. Any additional PP&E acquired, and any expenditures that extend the life of such assets are recorded at historical cost, including direct acquisition costs less depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Capital work in progress is recorded at cost less impairment losses but is not depreciated until it is in use and transferred into other PP&E classifications.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to BGHL and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred.

Depreciation

Depreciation for mobile equipment and other assets is computed using the straight-line method at rates calculated to depreciate the cost of the assets, less their anticipated residual values, if any, over their estimated useful lives as follows:

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

BGHL evaluates the carrying value of PP&E and finite-lived intangible assets whenever a change in circumstances indicates that the net carrying value may not be recoverable from the entity-specific undiscounted future cash flows expected to result from our use of and eventual disposition of a long-lived asset or asset group. Events or circumstances that could trigger an impairment review of a long-lived asset or asset group include, but are not limited to: (i) a significant decrease in the market price of the asset, (ii) a significant adverse change in the extent or manner that the asset is used or in its physical condition, (iii) a significant adverse change in legal factors or in the business climate that could affect the value of the asset, (iv) an accumulation of costs significantly in excess of original expectation for the acquisition or construction of the asset, (v) a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast of continuing losses associated with the use of the asset and (vi) a more-likely-than-not expectation that the asset will be sold or disposed of significantly before the end of its previously estimated useful life. If an impairment exists, the net carrying values are reduced to fair values. BGHL estimates the fair values of these long-lived assets by performing a discounted future cash flow analysis for the remaining useful life of the asset, or the remaining useful life of the primary asset in the case of an asset group. An individual asset within an asset group is not impaired below its estimated fair value. There were no impairments recorded as of December 31, 2024 and 2023.

Mineral Rights and Amortization

Amortization of Mineral Rights, buildings, leasehold land and plant and machinery (collectively the “mineral assets”) is provided for using the unit-of-production method with separate calculations made for each mineral resource.

The calculation of the units-of-production rate of amortization could be impacted to the extent that actual production in the future differs from current forecasted production resulting in possible revision to the estimate of total resources to be produced.

The carrying values of the mineral rights are assessed for impairment by management on an annual basis (while under development) or when indicators of impairment exist. BGHL compares the carrying value of the mine assets to its estimates of undiscounted future cash flows from the underlying resources. Should management determine that these carrying values cannot be recovered, the carrying value is compared to an estimate of fair value and the unrecoverable amounts are written off against earnings and cannot be subsequently reversed. As of December 31, 2024, as the lease termination and ensuing dispute represented a triggering event, in accordance with ASC 360, BGHL compared the undiscounted cash flows of the long-lived asset group to their carrying amounts which determined there was no impairment required. 

Mineral Exploration Rights and Costs, Exploration, Evaluation and Development Expenditures

Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred. When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves and all regulatory operating permits have been secured, the costs incurred after such determination will be capitalized until the commencement of production and amortized over their useful lives. To date, BGHL has not established the commercial feasibility and received the necessary regulatory operating permits for any of its exploration prospects; therefore, all exploration costs are being expensed as incurred.

Asset Retirement Obligation

BGHL follows FASB ASC, which established a uniform methodology for accounting for estimated reclamation and abandonment costs. FASB ASC 410 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred or when acquired. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its future value each period and charged to accretion expense, and the initial capitalized cost is amortized over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is recorded.

BGHL may enter into convertible notes, some of which contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder into common shares at a fixed rate at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. BGHL records the convertible note liability at its fixed monetary amount on the issuance date and interest expense charged over the outstanding period of the note.

Business Combination and Asset acquisition

BGHL applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination.

When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, BGHL accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

When an acquisition is accounted for as a business combination, BGHL recognizes and measures the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, while transaction and integration costs related to business combinations are expensed as incurred. Any excess of the purchase consideration in excess of the aggregate fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. For material acquisitions, BGHL engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and noncontrolling interest, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using discrete financial forecasts, long-term growth rates, appropriate discount rates, and expected future capital requirements. The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset. The fair value of property, plant and mine development is estimated to include the fair value of asset retirement costs of related long-lived tangible assets. During the measurement period, not to exceed one year from the date of acquisition, BGHL may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the period the adjustment arises. 

Fair Value Measurement

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (exit price). BGHL utilizes market data or assumption that market participants use in pricing an asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that participants used to measure fair value. The hierarchy gives us the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1: Quoted prices are available in an active market for identical assets or liabilities as of the reporting data. Active markets are those in which transactions for the assets or liability occur in sufficient frequency and volume to provide information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Subsequently all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supposed by observable level at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, option and collar.

Level 3: Pricing inputs includes significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The fair value of cash, prepaid expenses and other assets, advances to related parties, accrued expenses and other liabilities, and due to related parties approximate their carrying values due to their short term to maturity. The royalty payable, contingent consideration payable and the asset retirement obligation were recorded at fair value as of the closing date of the Purchase and Assumption Agreement using Level 3 inputs.

Recent Accounting Pronouncements

Certain new standards, amendments and interpretations and improvements to existing standards have been published by the FASB and the SEC but are not yet effective and have not been adopted early by BGHL. BGHL does not anticipate that any of these pronouncements will have a material impact on its consolidated financial statements.

Regulatory Matters

BGHL is subject to a wide range of laws and regulations governing all aspects of its operations, including with respect to environmental protection, reclamation, exploration, development, production, taxes, immigration, labour standards and employment issues, occupational health, mine safety, dam safety, toxic substances and wastes, securities and foreign corrupt practices. BGHL has made, and expects to make in the future, significant expenditures to comply with these laws and regulations. Non-compliance can result in violations and legal claims, as well as substantial fines, penalties, reputational damage and delays in or suspension of day-to-day operations. Pending or proposed changes to existing laws and regulations, as well as any proposed or contemplated new laws or regulations, could also have significant impacts on BGHL’s business and results of operations, the extent of which cannot always be predicted.

Ghana: General Laws Relating to Mining

Control of minerals and mining companies

The Constitution of Ghana as well as the Minerals and Mining Act, 2006 (Act 703) (the “GMM Act”) provide that all minerals in Ghana in their natural state are the property of the State and title to them is vested in the President on behalf of and in trust for the people of Ghana, with rights of reconnaissance, prospecting, recovery and associated land usage being granted under licence or lease. The grant of a mining lease by the Ghana Minister of Lands and Natural Resources (the “LNR Minister”) upon the advice of the Minerals Commission is subject to parliamentary ratification unless the mining lease falls into a class of transactions exempted by the Ghanaian Parliament. The LNR Minister has the power to object to a person becoming or remaining a controller of a company which has been granted a mining lease if the LNR Minister believes, on reasonable grounds, that the public interest would be prejudiced by the person concerned becoming, or remaining, a controller.

Tax laws relating to mining

Currently, the main tax laws in Ghana include the following acts and regulations, which have been frequently amended over the years:

The Income Tax Act, 2015 (Act 896) ringfences and taxes income derived from mining operations at the rate of 35 percent.

Furthermore, mining companies must pay ground rent and royalties. Ground rent is payable annually and is calculated based on the number of cadastral units of land held. Royalties are calculated as a percentage of total revenue from minerals obtained by the mining company. The Government of Ghana currently applies a five percent royalty rate to mining companies who have not agreed a different royalty rate under an agreement with the State.

The Exemptions Act defines the scope of tax exemptions that may be granted under Ghanaian law, and sets out the administrative process for obtaining a tax exemption. The Exemptions Act requires a person with the benefit of an existing tax exemption to apply to the Ghana Minister of Finance by 11 March 2023 in order to continue to benefit from that tax exemption.

Environmental laws relating to mining

Mining companies are required, under the GMM Act, Environmental Assessment Regulations, 1999 (L.I. 1652), Environmental Protection (Mining in Forest Reserves) Regulations, 2022 (L.I. 2462) and Water Use Regulations, 2001 (L.I. 1692), to obtain all necessary approvals from the Environmental Protection Agency (the “Ghana EPA”) and, in appropriate cases, the Water Resources Commission, the Forestry Commission and/or the Minerals Commission before undertaking mining operations. This includes undergoing an environmental impact assessment process and, following the issuance of the environmental permit, periodically preparing environmental management plans, which include details of the likely impacts of mining operations on the environment and local communities, as well as a comprehensive plan and timetable for actions to mitigate and remediate any adverse effects of the mining operations, for submission to the Ghana EPA. The Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182) also impose further obligations to obtain the necessary permits from the Inspectorate Division of the Minerals Commission for the operation of mines.

Environmental laws in Ghana also require mining operators to rehabilitate land negatively impacted by mining operations according to an environmental cost reclamation plan agreed with the Ghana EPA. The environmental cost reclamation plan includes two cost estimates, namely the cost of rehabilitating the mining area at the end of the life of the mine as well as the cost of rehabilitating the mine as at the date of the reclamation plan. These estimates are reviewed annually and updated every two years. Each mining company is typically required to secure a percentage (typically between 50 percent and 100 percent) of the estimated rehabilitation costs by posting reclamation bonds underwritten by banks and restricted cash. The terms of each reclamation bond are determined by a reclamation security agreement between that company and the Ghana EPA.

Foreign exchange, export and other rules

The Foreign Exchange Act, 2006 (Act 723) (“Foreign Exchange Act”), is the principal law governing foreign exchange in Ghana. It provides for amongst other things, the exchange of foreign currency, international payment transactions and foreign exchange transfers. The Bank of Ghana (BoG) is the licensing, regulatory and supervisory authority to give effect to the Foreign Exchange Act. A license issued by the BoG is required to deal in or denominate transactions in foreign exchange. Dealing in foreign exchange is defined to mean (a) purchase and sale of foreign currency; (b) receipt or payment of foreign currency; (c) importation and exportation of foreign currency; and (d) lending and borrowing of foreign currency.

Rules regarding the export of gold and diamonds

The Bank of Ghana introduced new measures to regulate and monitor the export of gold and diamonds from Ghana in 2015. From September 2015, all exports of gold and diamonds must be carried out through the Precious Minerals Marketing Company Ltd (“PMMC”), except where the exporter is the holder of a license that permits it to export directly. The Ghana Revenue Authority (Customs Division) only permits gold to be exported by a licensed gold exporter who has a completed Form FEX A4 bearing Bank of Ghana’s embossment.

Local assaying and refinement policies

In November 2016, the Ministry of Lands and Natural Resources issued a ministerial directive appointing the PMMC as designated laboratory for assaying in Ghana. The directive requests all persons holding export licences for gold to submit all gold to be exported to the PMMC for assay before export. Mining businesses, including AngloGold Ashanti, acting through the Ghana Chamber of Mines were opposed to this directive due to its potential negative impact on mining companies in the region. As a result, the Chamber initiated proceedings to reverse or modify the directive. Following discussions in respect of the mining industry’s concerns, the Chamber and Government agreed on the modalities for implementing the national assaying policy and it was introduced in February 2018 following a one-month pilot among certain mining companies. Subsequently, in June 2019, the LNR Minister released a statement reiterating the Government of Ghana’s plans to locally refine 30 percent of the gold produced in the country. Discussions between the Ghana Chamber of Mines and the Government of Ghana’s economic management team in 2019 led to the Chamber agreeing to consider the proposal and for the parties to discuss detailed modalities to ensure that a move to locally refined gold does not become detrimental to the mining industry.

Local content and local participation policy

Mining companies must submit a detailed program for the recruitment and training of Ghanaians with a view to achieving “localisation”, which is the replacement of expatriate personnel in a company’s Ghanaian operations by Ghanaian personnel. In addition, mining companies must give preference to Ghanaian products and personnel, to the maximum extent possible, consistent with safety, efficiency and economies. The Minerals and Mining (General) Regulations, 2012 (L.I. 2173) give further details on the localisation policy. The Minerals and Mining (Local Content and Local Participation) Regulations, 2020 (L.I. 2431) came into force on December 22, 2020, with the purpose of developing Ghanaian participation in the mining industry value chain by imposing an obligation on mining companies to procure goods and services with Ghanaian content to the maximum extent possible.

Cayman Islands Corporate Law

Cayman Islands companies are governed by the Cayman Islands Companies Act. The Cayman Islands Companies Act is modeled on English law but does not follow recent English law statutory enactments and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain material provisions of the Cayman Islands Companies Act applicable to the Company.

Special Considerations for Exempted Companies

The Company is an exempted company with limited liability (meaning the Company’s public shareholders have no liability, as members of the Company, for liabilities of the Company over and above the amount paid for their shares) under the Cayman Islands Companies Act. The Cayman Islands Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Emerging Growth Company

We qualify as an “emerging growth company” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to:

We will cease to be an “emerging growth company” upon the earliest of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700.0 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2030 (the last day of the fiscal year following the fifth anniversary of the Business Combination (as defined hereinafter)).

We have elected to take advantage of certain of the reduced disclosure obligations in this Prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our shareholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

Foreign Private Issuer

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. As a foreign private issuer, we are also subject to reduced disclosure requirements and may comply with Cayman Islands corporate governance practices in lieu of certain listing rules of the Nasdaq, provided that we disclose which requirements we are not following and the equivalent Cayman Islands requirements, and we are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and “short-swing” profit rules.

Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026. For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information relating to the executive officers and directors of the Company as of the date of this Prospectus.

Andrew Cavaghan

Mr. Cavaghan is the CEO of the Company. He resides in Accra, Ghana, where he co-leads BGHL as Executive Chairman. Mr. Cavaghan is also co-founder and Executive Director of Blue International Holdings, formed in 2012, which has raised and invested over $150m into energy and mining projects in sub–Saharan Africa. Prior to this Mr. Cavaghan co-founded investment group, Desert Lion Partners, in 2009 which originated multiple projects in Sub Saharan Africa in the mining, transportation, real estate and infrastructure sectors. Between 2002 and 2009 Mr. Cavaghan was a venture capital and private equity executive, latterly with Octopus Investment. During his time with Octopus funds under management grew from $30m to $1bn, Mr. Cavaghan was called to the bar in 2002 and became a member of Middle Temple. Mr. Cavaghan has worked at the law firm Addleshaw Goddard (formerly Theodore Goddard), and gained his undergraduate degree in Philosophy at University College London.

Lorenz Werndle

Mr. Werndle is the CFO of the Company, as well as the CFO for BGHL. He was previously the Head of Corporate Development, leading Mergers & Acquisitions and Financial Planning and Analysis for Mwana Africa PLC and Lonrho PLC, both companies focused on Africa. At Mwana Africa, he led the corporate finance elements of the financing and successful restart of the Bindura Nickel Mine in Zimbabwe growing group revenue to over $110M/yr. At Lonrho, he was part of the team that grew group revenue by £100M/yr through business acquisitions. Mr. Werndle has also worked for Ambrian Partners PLC in their Corporate Finance advisory division, advising mining clients on IPOs and sell side transactions. He started his career as a strategy consultant for Andersen Consulting in their South African office advising global clients on delivering operational improvements and on their African expansion strategies. Mr. Werndle holds a Bachelor of Commerce Degree in Accounting and an Honours Degree in Economics from Stellenbosch University, where he received the CGW Schumann medal for the top postgraduate student in the Faculty of Economics and Management Sciences in 1998 and the Cloete Medal for the top Economics student in 1997 and 1998. He also holds an MSc from the University of Oxford where he was the recipient of the Clarendon scholarship.

Daniel Owiredu

Mr. Owiredu is the chairman of the Company. He is an accomplished Mining Executive with over 35 years of experience in the mining sector in Ghana and other parts of Africa. He holds a BSc degree in Mechanical Engineering from the Kwame Nkrumah University of Science & Technology, Kumasi and an MBA degree from Strathclyde Business School in Scotland, UK. Mr. Owiredu was previously the President of the Chamber of Mines in Ghana. He was awarded an honorary doctorate in 2018 by the University of Mines and Technology in recognition of his various critical roles. Prior to 2006, Mr. Owiredu was the Chief Operating Officer, West Africa and Deputy Chief Operating Officer, Africa for AngloGold Ashanti. He also served as the Managing Director of the then Ashanti Goldfields, Bibiani Mine in Ghana, Siguiri Mine in Guinea and Obuasi Mine in Ghana. Mr. Owiredu joined Golden Star Resources Ltd. in September 2006 as Vice President, Operations and was subsequently appointed Executive Vice President, Operations and Chief Operating Officer in January 2013. He was appointed to the Board of Directors in November 2014. He was critical in the development of the Wassa underground mine and the revamping of the Prestea underground mine. Mr. Owiredu was appointed President of Golden Star Resources and retired from executive management in December 2019. Mr. Owiredu served as the Executive Chairman of FGR Bogoso Prestea local board until June 2022 when he was appointed as the CEO of Blue Gold International.

David Edward

Mr. Edward is a director of the Company. Mr. Edward spent his entire working career in the Lloyd’s insurance market where he established himself as a leading underwriter in the fine art and specie market. He has global experience of providing insurance solutions for the precious metals industry including the mining, refining, transportation and jewelry manufacture of gold where he could commit up to $500m of liability. His reputation for excellent risk assessment and financial management delivering highly profitable results led to his appointment as a director of Brockbank Syndicate Management Ltd where he also took management responsibility for other classes of business. In 2001 he was a founding partner and director of a start-up company in the Lloyd’s market, Ascot Underwriting Limited. Mr. Edward was instrumental in building an underwriting team across eight classes of business that quickly established itself as a market leader and underwriting more than $1bn of premium income. The success of the business led to the sale of the company in 2008 to AIG. Since that time, Mr. Edward has been active in investing in early-stage companies whilst also fulfilling non-executive director and advisory roles including Blue International Holdings since its establishment. He has also undertaken expert witness assignments.

Phil Newall

Mr. Newall is a director of the Company. He recently retired as Managing Director of Wardell Armstrong International following a career in the mining industry spanning more than 40 years. He has a first degree in Mining Geology and a PhD in Exploration Geochemistry. During this time, Mr. Newall has provided a broad range of consultancy services to minerals companies throughout the world, with emphasis in Central Asia, sub-Saharan Africa and Europe. He has developed an extensive portfolio of exploration and mining-related contracts, from project management through to technical audits of a large variety of metalliferous and industrial mineral deposits, although particular specialisation lies in gold and base metals. Mr Newall brings a wealth of experience from across the industry and has been involved in some important IPO’s such as Glencore, Nordgold, IRC and London Mining. In addition, he has been instrumental in managing some major Feasibility studies, is very familiar with NI 43-101, JORC/CIM resource reporting, as well as undertaking numerous due diligences, fatal flaw and scoping studies. Phil also continues to be involved in Expert Witness work.

Tao Tan

Mr. Tan is a director of the Company. He has nearly 15 years of experience across finance, strategy and business transformation. Mr. Tan was previously Senior Vice President at Fanatics, President of Perception, and Partner at Perception Capital Partners. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company’s New York office. At McKinsey, Mr. Tan led teams across the firm’s transformation and private equity & principal investor practices, where he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey’s SPAC service line, and served in a leadership role in McKinsey’s COVID-19 client response team. Prior to McKinsey, Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm’s first-round investment in JUMP Bikes, which was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets roles at Bank of America Merrill Lynch and Lehman Brothers. Mr. Tan is a member of the Council on Foreign Relations, the Atlantic Council of the United States, and of the Economic Club of New York. Mr. Tan received his B.A. and his M.B.A, both with honors, from Columbia University in the City of New York, where he was an Erwin Wolfson Scholar and a Toigo Foundation Fellow.

Candice Beaumont

Ms. Beaumont is a director of the Company. She has served since 2016 as Chairman of the Salsano Group, a Panama based family office and conglomerate invested in private equity. Since 2003 Ms. Beaumont has served as Chief Investment Officer of L Investments, a single-family office invested in public and private equity. Ms. Beaumont was a member of the Board of Directors of Clean Earth Acquisitions Corp. (Nasdaq: CLINU) that completed its initial public offering in February 2022 and completed its business combination with Alternus Energy Group in December 2023, as well as Israel Acquisitions Corp that completed its IPO in January 2023. Beginning in March 2021 Candice began to serve as Advisor to Athena Technology Acquisition Corp (NYSE: ATHN.U) and as Advisor of Springwater Situations Corp. (NASDAQ: SWSSU), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses, which completed its initial public offering on August 25, 2021. She speaks at numerous family office and investment conferences globally, including the Stanford University Graduate School of Business Global Investor’s Forum, is a NYU Stern Family Office Council member serving on the Steering Committee, and is an Advisory Board member of the Family Office Association. From 2012 to 2014, Ms. Beaumont was a member of the Board of Directors of I2BF Venture Fund II, a Dubai Financial Services Authority regulated clean tech venture capital firm with offices in Dubai, New York and London. She started her career in Corporate Finance at Merrill Lynch in 1996 and worked as an investment banker at Lazard Frères from 1997 to 1999, during which time she executed over $20 billion of merger and acquisition advisory assignments. Ms. Beaumont also worked in private equity at Argonaut Capital from 1999 to 2001. Ms. Beaumont obtained a Bachelor in Business Administration from the University of Miami, graduating first in her class with a major of International Finance & Marketing.

2024 Named Executive Officer and Director Compensation

This section discusses material components of the executive compensation programs for BGHL’s executive officers. In 2024, BGHL’s named executive officers (“NEO”) and their positions were as follows:

This discussion may contain forward-looking statements that are based on BGHL’s current plans, considerations, expectations, and determinations regarding future compensation programs.

Summary Compensation Table

The following table contains information pertaining to the compensation of BGHL’s named executive for fiscal years 2023 and 2024.

Summary Compensation Table

Outstanding Equity Awards as of December 31, 2024

There were no outstanding options to acquire BGHL Common Stock held by BGHL’s NEOs as of December 31, 2024. The BGHL NEOs did not hold any other outstanding equity awards as of that date.

Director Compensation — Fiscal 2024

The following table sets forth information regarding the compensation paid to, or earned by our directors, during fiscal 2024:

As of December 31, 2024, BGHL had no formal plan for compensating its directors. BGHL’s directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred. BGHL’s board may award special remuneration to any director undertaking any special services on BGHL’s behalf other than services ordinarily required of a director.

Blue Gold Limited increased the base salaries of its NEOs and directors following the Business Combination in connection with reviews by the compensation committee.

Corporate Governance Practices

Board Practices

The Board consists of the following members, with two vacancies remaining: Daniel Owiredu, Andrew Cavaghan, David Edward, Philip Newall, Candice Beaumont and Tao Tan. The Board is divided into three classes designated as Class I, Class II, and Class III, respectively, serving staggered three-year terms.

Initially, Class I directors stand appointed for a term expiring at the Company’s first annual general meeting, the Class II directors stand appointed for a term expiring at the Company’s second annual general meeting and the Class III directors stand appointed for a term expiring at the Company’s third annual general meeting. As a result of this classification, it generally takes at least two annual meetings of shareholders for shareholders to effect a change in a majority of the Board. Daniel Owiredu and Candice Beaumont are Class I directors and will serve until the Company’s first annual general meeting. Tao Tan and David Edward are Class II directors and will serve until the Company’s second annual meeting. Philip Newall and Andrew Cavaghan are Class III directors and will serve until our third annual meeting.

The Board has determined that David Edward, Philip Newall, Candice Beaumont and Tao Tan are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules, and that each satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing requirements of Nasdaq applicable to audit committee members. The Company has an independent audit committee, nominating and corporate governance committee, and compensation committee (the “Audit Committee,” “Nominating Committee” and “Compensation Committee,” respectively).

Directors may be appointed and removed by an ordinary resolution of the shareholders. In addition directors, by a simple majority vote, may appoint a person to be a director, either to fill a Board vacancy or to appoint an additional director, provided that the appointment does not cause the number of directors to exceed the directors may be appointed either to fill a vacancy in the Board arising from the resignation of a former director or as an addition to the existing board by the affirmative vote of a simple majority of the directors present and voting at a board meeting.

Committees of the Board of Directors

Under the Memorandum and Articles of Association, the Board is permitted to form committees, consisting of such member or members of their body as they think fit, and delegate to any such committee any of their powers. The Board may impose regulations on any committee which, in turn, must conform to such regulations. The Board has established the following committees pursuant to the Memorandum and Articles of Association and applicable Nasdaq listing standards.

Audit Committee

Our Audit Committee is responsible for, among other things:

Our Audit Committee consists of Tao Tan, Philip Newall and David Edward, each of whom will qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to Audit Committee membership. In addition, each of the Audit Committee members qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K, and therefore also has accounting or related financial management expertise under Nasdaq Rule 5605(c)(2). Tao Tan serves as the chairperson of our Audit Committee. The Board has adopted a written charter for the Audit Committee, which is available on the Company’s website. The reference to the Company’s website address in this Prospectus does not include or incorporate by reference the information on the Company’s website into this Prospectus.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

Our Compensation Committee consists of David Edward, Tao Tan and Candice Beaumont, each of whom qualify as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to Compensation Committee membership, including the heightened independence standards for members of a compensation committee under Exchange Act Rule 10C-1. Each member also qualifies as a “non-employee director” for the purposes of Section 16 of the Exchange Act. David Edward serves as chairperson of our compensation committee. The Company Board adopted a written charter for the Compensation Committee, which is available on the Company’s website. The reference to the Company’s website address in this Prospectus does not include or incorporate by reference the information on the Company’s website into this Prospectus.

Nominating and Corporate Governance Committee

Our Nominating Committee is responsible for, among other things:

Our Nominating Committee consists of David Edward, Tao Tan and Philip Newall, each of whom qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to Nominating Committee membership. David Edward serves as chairperson of our nominating and corporate governance committee. The Company Board adopted a written charter for the Nominating Committee, which is available on the Company’s website. The reference to the Company’s website address in this Prospectus does not include or incorporate by reference the information on the Company’s website into this Prospectus.

General Meetings of Shareholders

Pursuant to the Memorandum and Articles of Association, the Company shall in each year hold a general meeting as its annual general meeting for so long as any of its shares are traded on Nasdaq or any other national securities exchange.

At least five calendar days’ notice shall be given for any general meeting except annual general meetings, in which case 120 days’ prior notice shall be given. If the Board determines that prompt shareholder action is advisable, it may shorten the notice period for any general meeting to such period as it considers reasonable. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner specified in the Memorandum and Articles of Association, provided that a general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in the Memorandum and Articles of Association, be deemed to have been duly called with regard to the length of notice if it is so agreed: (i) in the case of an annual general meeting, by all the shareholders entitled to attend and vote thereat; and (ii) in the case of any other general meeting, by shareholders having a right to attend and vote at the meeting, together holding not less than 95% by par value of the shares giving that right. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any shareholder shall not invalidate the proceedings at any meeting.

The Board may call extraordinary general meetings, and must convene an extraordinary general meeting upon the requisition of its shareholders holding at the date of deposit of the requisition not less than one-third (1/3) of the votes that may be cast by all of the issued share capital of the Company as at that date carries the right of voting at general meetings of the Company. The requisition must be in writing and state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form each signed by one or more requisitionists. If the directors do not within 21 calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said 21 calendar days.

No business shall be transacted at any general meeting unless a quorum of shareholders is present. One or more shareholders holding, in the aggregate, at least a majority in par value of the issued shares which confer the right to attend and vote at the meeting will be a quorum for any general meeting, provided that if within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of or by shareholders, shall be dissolved and, in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors of the Company may determine and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the shareholders present shall be a quorum.

The chairperson of the Board shall preside as chairperson at every general meeting of the Company. If at any meeting the chairperson of the Board is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, another director nominated by the Board shall preside as chairperson of the meeting, or, if no such director is present and willing to be chairperson of the meeting, the shareholders present shall choose one of their number to be chairperson of the meeting.

The chairperson of the meeting may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Additionally, the chairperson of the meeting may adjourn any meeting without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to: secure the orderly conduct or proceedings of the meeting; or give all persons present in person or by proxy and having the right to speak and/or vote at such meeting, the ability to do so. When a meeting is adjourned for ten calendar days or more, not less than seven calendar days’ notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Record Dates

As a condition of admission to a shareholders’ meeting, a Blue Gold Limited shareholder must be duly registered as such at the applicable record date for that meeting.

For the purpose of determining those shareholders that are entitled to receive notice of, attend or vote at any meeting of shareholders or any adjournment thereof, or those shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a shareholder for any other purpose, the directors may provide that the register of members shall be closed for transfers for a stated period but not to exceed in any case thirty calendar days.

In lieu of or apart from closing the register of members, the directors may fix in advance or arrears a date as the record date for any such determination of those shareholders that are entitled to receive notice of, attend or vote at a meeting of the shareholders, or for the purpose of determining those shareholders that are entitled to receive payment of any dividend or in order to make a determination as to who is a shareholder for any other purpose.

Certain Anti-Takeover Provisions of the Company’s Memorandum and Articles of Association

Our Memorandum and Articles of Association provide that our Board is classified into three classes of directors. As a result, in most circumstances, it generally takes at least two annual meetings of shareholders for shareholders to effect a change in a majority of the members of our Board by successfully engaging in a proxy contest.

The Company’s authorized but unissued ordinary shares and preferred shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.

Employees

As of September 11, 2025, we employed a total number of 5 full-time employees. Our employees are employed in the United Kingdom. To management’s knowledge, there are no labor disputes pending or threatened.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth information relating to the beneficial ownership of the ordinary shares as of September 11, 2025 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or conversion of a convertible note within 60 days of September 11, 2025. All 11,500,000 currently outstanding warrants, which entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share, became exercisable on July 25, 2025, which was 30 days after the completion of the Business Combination; provided, however, that an effective registration statement or a valid exemption therefrom is available. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to the Company, the Company believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of our ordinary shares is based on 32,924,600 ordinary shares issued and outstanding as of September 11, 2025, which amount does not include ordinary shares issuable upon the exercise of the warrants.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. To our knowledge, no ordinary shares beneficially owned by any executive officer, director or director nominee have been pledged as security.

Related Party Transactions – Certain relationships and related-party transactions: BGHL

Purchase and Assumption Agreement

On January 27, 2024, BGBPL entered into Purchase and Assumption Agreement (“P&AA”) with FGR Bogoso Prestea Limited, the Previous Leaseholder, and Bogoso Gold Streaming Limited (“Bond SPV”). On each of March 28, 2024 and April 26, 2024, the P&AA was amended, as described below. The P&AA provided for the transfer of mining assets from the Previous Leaseholder to BGBPL, including four mining leases (Bogoso I, Bogoso II, Prestea Surface and Prestea Underground), a government indemnity in favor of the Previous Leaseholder in respect of certain environmental damage and liabilities, fixed assets including immovable structures, buildings, and facilities (including facilities no longer relevant to production), and various relevant documents. The P&AA became effective as of May 1, 2024, following the achievement of closing the necessary pre-conditions to transfer, and the registration of the legal transfer was completed on May 15, 2024. Consideration for the transfer of the mining assets is the payment of a Bond SPV Royalty, and the assumption of the Previous Leaseholder’s royalty agreements with Golden Star Resources and Royal Gold, as described below.

Royalty Agreement with Bogoso Gold Streaming Limited

On January 27, 2024, BGBPL entered into Royalty Agreement, providing for the Bond SPV Royalty, with Previous Leaseholder and Bond SPV. The Bond SPV Royalty served as consideration for the P&AA. The Bond SPV Royalty provides for BGBPL to pay a royalty in refined gold to Bond SPV (as priority payee) and the Previous Leaseholder (as secondary payee, once Bond SPV debt service obligations are met) at a rate of the lesser of (i) 2,000 ounces per month, or 30% of gross production per month for the first 36 months following the start of commercial production, and (ii) 3,250 ounces per month, or 30% of gross production per month after 36 months until Bond SPV Royalty payments total the 250,000 ounce cap.

Royalty Agreement with Golden Star Resources

On September 30, 2021, the Previous Leaseholder entered into Royalty and Contingent Payment Agreement with Golden Star Resources Limited (“GSR Royalty”). The GSR Royalty provides for the payments of two types of royalties to Golden Star Resources Limited. First, a royalty of 1.0% of sale of product of net smelter returns of 100,000 to 300,000 cumulative ounces of gold, and a royalty of 2.0% of sale of product of net smelter returns of over 300,000 cumulative ounces of gold after October 1, 2020. The net smelter return royalty terminates when the aggregate payments exceed $35,000,000 United States dollars. To date there has been no payment triggered towards the net smelter return royalty. The second contingent payment defined as the payment of $20,000,000 (if the price of gold is <$1,400/oz), $30,000,000 (if the price of gold is $1,400–$1,700/oz), or $40,000,000 (if the price of gold is >$1,700/oz) United States dollars upon the start of sulphide mining (refractory), such payment to be made in stages during the construction and operation of the sulphide project. To date, no payments have been made towards the sulphide mining royalty.

Purchase and Sale Agreement with Royal Gold

Between May 6, 2015 and September 20, 2020, the Previous Leaseholder and the leaseholder predating the Previous Leaseholder entered into a purchase and sale agreement and a series of amendments with Royal Gold. Under the 2020 amendment, Royal Gold has the right to purchase 5.5% of payable gold produced from the Bogoso Prestea Mine. The cash purchase price for gold is 30% of the spot price of gold per ounce delivered.

SELLING SHAREHOLDERS

This Prospectus relates to the offer and sale by the Selling Shareholders as set forth in the table below of up to an aggregate of 15,411,618 ordinary shares.

The table below presents information regarding the Selling Shareholders and the ordinary shares that may be resold by the Selling Shareholders from time to time under this Prospectus. This table is prepared based on information supplied to us by the Selling Shareholders, and reflects holdings as of September 11, 2025. The number of shares in the column “Number of Ordinary Shares to be Sold” represents all of the ordinary shares being offered for resale by the Shareholders under this Prospectus. The Selling Shareholders may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Shareholders will hold the shares before selling them, and we are not aware of any existing arrangements between the Selling Shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the ordinary shares of being offered for resale by this Prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes ordinary shares with respect to which the Selling Shareholders have sole or shared voting and investment power. The percentage of ordinary shares beneficially owned by the Selling Shareholders prior to the offering shown in the table below is based on an aggregate of ordinary shares of outstanding on September 11, 2025. The fourth column assumes the resale by the Selling Shareholders of all of the ordinary shares being offered for resale pursuant to this Prospectus.

Except as indicated in the footnotes to this table, each shareholder in the table has sole voting and dispositive power for the ordinary shares shown as beneficially owned by them. Unless otherwise noted below, each shareholder’s address is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman Islands.

The beneficial ownership of our ordinary shares is based on 32,924,600 ordinary shares issued and outstanding as of September 11, 2025, which amount does not include ordinary shares issuable upon the exercise of the warrants.

Selling Shareholders information for each additional Selling Shareholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Shareholder’s shares pursuant to this Prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this Prospectus, including the identity of each Selling Shareholder and the number of shares registered on its behalf.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.