Blue Gold Ltd
All Connections
7 total
All Connections
7 total3i LP issued three tranches of senior convertible notes to Blue Gold Ltd (Aug 2025 $3.8M; Nov 2025 $1.6M; Jan 2026 $1.6M) totaling ~$7.065M. Warrants at $0.01 exercise price post-Omnibus Amendment. The Feb 2026 placement proceeds were earmarked partly to repay these notes, creating a potential circular transaction.
Tumim Stone Capital LLC holds an equity commitment line to purchase up to $75M in BGL shares at VWAP prices. Filed as Selling Shareholder in multiple 424B3 prospectuses. BGL has 20 EDGAR filings mentioning Tumim.
Andrew Cavaghan is sole owner of Pegasus Capital Limited, which holds 2,631,965 BGL shares. He is also sole director of Blue Gold Holdings Ltd. (350,000 shares) and formerly 50% owner/director of BCMP Services Limited (763,750 shares). Cavaghan group holds ~11.3% of BGL. CEO and Director.
Resource Capital Fund VII LP was the SPAC sponsor for Perception Capital Corp. IV (formerly RCF Acquisition Corp.), which merged with Blue Gold Holdings Ltd to create BGL. RCF holds 1,903,125 BGL shares. Mason Hills is General Counsel.
BCMP Services Limited sold 1,850,000 Class A ordinary shares back to BGHL under a Securities Purchase Agreement dated December 12, 2025. Andrew Cavaghan was formerly 50% shareholder and director of BCMP. After his resignation on October 28, 2025, BCMP is now controlled by William Lunn-Rockliffe.
Kaela Ritchie provided a $2M drawdown loan facility to BGL on January 10, 2026 at 10% pa, maturating January 2027. Her pre-existing relationship with BGL satisfies the 506(b) requirement, making her a candidate for the Feb 2026 $10M placement purchaser.
Think Katalyst LLC received 500,000 BGL shares as a consulting fee and registered them for resale in the Dec 2025 F-1. This represents ~$1.1M in value at then-current prices. The consulting relationship likely predates the SPAC listing and may involve investor relations or stock promotion services.
All Findings
16 total
All Findings
16 totalfinancial (8)
Blue Gold Ltd shares experienced extreme price volatility post-listing: high of $133.00 and low of $7.23 in the first 5 months of trading (June 26–December 2, 2025), with daily volume ranging from 30,948 to 1,147,782 shares.
From 424B3 (Jan 2026): price ranged $133.00 high to $7.23 low June 26–Dec 2, 2025. Dec 2, 2025 close: $4.57. Dec 29, 2025 close: $2.05. Company states no material changes in financial condition explain volatility. Consistent with promotional/pump-and-dump pattern for pre-revenue mining SPACs.
Blue Gold Ltd had zero revenue as of June 30, 2025 and is pre-revenue exploration stage.
F-1 Dec 2025 states: 'As of June 30, 2025, Blue Gold Limited had not generated any revenue.' SIC code 1000 (Metal Mining/Gold Mining). Core asset (Bogoso Prestea Mine) not operational.
Blue Gold Ltd entered into a $75M equity line with Tumim Stone Capital LLC, registering 34,473,089 shares for resale at below-VWAP pricing (0.95x-0.97x VWAP).
Ordinary Share Purchase Agreement dated August 29, 2025. Commitment Shares (69,419) issued September 3, 2025. 34,403,670 additional VWAP Purchase Shares registered. Pricing: lower of 0.95x closing price or 0.97x 3-day VWAP. Daily caps unless F-3 used. Tumim Stone Capital LLC appears in 800+ EDGAR filings including Nikola, SeaStar Medical, Gaucho Group — a provider of dilutive equity lines to distressed micro-caps.
Blue Gold capital structure: Tumim Stone Capital LLC equity line ($75M VWAP at 97% discount) plus 3i convertible notes (93% of 3-day VWAP floor $0.50); both are dilutive structures
Blue Gold 424B3 (accession 0001213900-26-009136): 'On August 29, 2025, Blue Gold Limited entered into an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC pursuant to which the Company may, at its option, issue and sell up to an aggregate principal amount of $75 million in ordinary shares... The ordinary shares may be sold and issued by the Company at a price per share equal to 0.97 multiplied by the lowest daily volume-weighted average price (VWAP).' Also references 'Existing Notes' held by 3i with conversion price mechanics including 93% of 3-day lowest VWAP and $0.50 floor price.
Blue Gold Ltd amended convertible note warrants with 3i, LP to $0.01 exercise price (repriced from $16.88), effectively granting 3i near-costless right to acquire 279,889 shares.
Omnibus Amendment (Jan 23, 2026) repriced both Existing Warrants (First Warrant: 150,709 shares; Second Warrant: 64,590 shares) to $0.01. New January Warrant (64,590 shares) also at $0.01. Total 279,889 warrant shares at $0.01. Conversion price post-Feb 15, 2026: 93% of lowest 3-day VWAP, $0.50 floor, $10.00 cap. 3i LP is a known toxic convertible lender appearing in 150+ micro-cap EDGAR filings.
Blue Gold Ltd completed a private placement of 2,500,000 shares at $4.00/share for $10M gross proceeds from an unnamed purchaser under Regulation D 506(b).
6-K filed Feb 26, 2026. Proceeds earmarked for working capital, general corporate purposes, and debt repayment (i.e., likely partial repayment of 3i notes). Purchaser identity not disclosed. Closing expected by March 9, 2026.
BGL volume spiked 13x on placement announcement; stock fell 49% over subsequent 4 weeks
Trading volume on Feb 26, 2026 (announcement day of the placement) was 6,490,500 shares versus typical daily volumes of 200,000-500,000 shares — a 13x spike. BGL stock closed at $2.13 that day (down from $2.22 on Feb 23) and continued declining to $1.14 by March 27, a 49% decline from placement announcement.
Ritchie's $2M loan functioned as bridge financing pending the Hudson Dunes PIPE; PIPE proceeds explicitly state intent to repay debt obligations. Ritchie's loan is the most likely target for repayment.
The Feb 26 2026 6-K states PIPE proceeds are 'for working capital, general corporate purposes and to repay certain debt obligations.' The Ritchie $2M loan (Jan 10 2026) is the only disclosed debt obligation incurred between the deal's prior refinancing (Jan 23 2026 omnibus with 3i LP) and the PIPE close. Hudson Dunes FZCO's pre-existing relationship with BGL predates the Ritchie loan via the Dec 2025 supply and trading agreements, so the Ritchie loan was not needed to establish the 506(b) exemption for Hudson Dunes.
corporate (6)
Blue Gold Ltd went public via SPAC Business Combination with Perception Capital Corp. IV (formerly RCF Acquisition Corp., CIK 0001870143), closing June 25, 2025. Transaction required 6 amendments to the BCA.
Business Combination Agreement originally dated June 12, 2024. BCA amended November 7, 2024; January 8, 2025; March 28, 2025; April 20, 2025; May 8, 2025; June 10, 2025. Six amendments over 18 months suggests troubled transaction.
William Lunn-Rockliffe replaced Cavaghan and Green across the entire UK corporate infrastructure on Oct 22-28 2025 as BGL became a public company — a complete management transition of the Cavaghan mining empire
UK Companies House records show William Robert Lunn-Rockliffe (DOB March 1987, British, 124 City Road London) was appointed director of Future Global Resources Limited, Blue International Holdings Limited, Joule Africa Limited, Joule Bumbuna Holdings Limited, Joule Bumbuna Operations Limited, and Future Global Gold Limited on October 22 2025, and BCMP Services Limited on October 28 2025 — replacing Cavaghan and Green across the entire corporate network simultaneously. Lunn-Rockliffe now holds 75-100% of BCMP shares.
Andrew Cavaghan resigned as director of BCMP Services Limited and transferred his 50% ownership stake on October 28, 2025, shortly after Blue Gold's SPAC listing closed.
Disclosed in Schedule 13D/A Amendment 2 (March 23, 2026). BCMP Services Limited director William Lunn-Rockliffe signed the 13D/A on behalf of the entity. Entity formerly held 763,750 BGL shares through Cavaghan's indirect stake.
Blue Gold Ltd registered 2,615,072 shares for resale in F-1 (Dec 2025), including 500,000 shares issued to Think Katalyst LLC as consulting fees and 10,000 shares to Sameer Salgar as consulting fees.
Selling shareholders: 250,000 (establishment fee, unnamed); 5,072 Phil Newall (board fee); 10,000 Sameer Salgar (consulting); 500,000 Think Katalyst LLC (consulting); 1,850,000 (securities purchase agreement, unnamed). Consulting fees in stock for pre-revenue mining company with no product raises questions about services rendered.
Eight Form 3 initial beneficial ownership statements filed simultaneously on 2026-03-18 reveal the full insider roster: Andrew Cavaghan (CEO/Director, ~11.3%), plus seven additional insiders including two officers (Nathan Dionne, Lorenz Werndle) and multiple consultants holding via personal companies.
Cavaghan aggregate: 3,984,229 shares via Pegasus Capital Limited (2,631,965), Pegasus Capital Holdings Ltd (6,780), Blue Gold Holdings Ltd (350,000), direct (995,484). Others: Candice Beaumont 160,000 via Bonaventura Industries Inc.; David Edward 912,992 + options via Blue 4D Ltd. and Blue Perception Capital LLP; Phil Newall 5,072 direct; Daniel Owiredu 113,109 + options; Tao Tan 434,689 via Cibreo Partners LLC; Lorenz Werndle options only; Nathan Dionne no shares.
Andrew Cavaghan controls Blue Gold Ltd through four corporate vehicles: Pegasus Capital Limited (sole owner), Pegasus Capital Holdings Limited (50%, with wife Elizabeth), Blue Gold Holdings Ltd (sole director), and holds shares directly.
From Schedule 13D/A Amendment 2. Total group beneficial ownership: 3,984,229 shares (~11.3% of 35,147,712 outstanding as of Feb 4, 2026). Excludes 1,738 shares held by Elizabeth Cavaghan. Pegasus Capital Limited jurisdiction unknown; likely UK or BVI based on Cavaghan's profile. Blue Gold Holdings Ltd shares a name with BGHL (UK operating subsidiary) but is described as Cavaghan's separate personal vehicle.
legal (2)
Ghanaian Minerals Commission terminated mining leases at the Bogoso Prestea Mine on September 20, 2024, and formed an Interim Management Committee (IMC) assuming managerial control of the mine site.
Notice of termination issued to FGR Bogoso Prestea Ltd (previous leaseholder). Commission alleges violations of related leases. BGHL disputes contents and legality. If arbitration fails, mineral rights value reduces to zero. UK-Ghana BIT arbitration (Permanent Court of Arbitration, The Hague) filed April 2, 2025; tribunal constituted December 8, 2025.
RCF VII Sponsors LLC and S&R Capital Ltd. (former SPAC sponsor parties) filed suit in Grand Court of Cayman Islands disputing share classification; obtained interim injunction blocking shareholder EGM in September 2025.
Plaintiffs seek declaration that shares received in Perception reorganization are Unrestricted Shares. Court issued interim injunction Sept 5, 2025. Company postponed EGM Sept 10, 2025. Converted to writ action; preliminary issues trial Nov 20–21, 2025; judgment reserved. New EGM March 15, 2026 to amend articles.