NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – March 25, 2021 – Galway Metals Inc. (TSXV: GWM) (“Galway Metals” or the “Company“), is pleased to announce that it has closed the previously announced bought deal private placement offering for aggregate gross proceeds of $15 million consisting of 5,999,900 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the “National FT Shares“) at a price of $1.45 per National FT Share, 1,087,000 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec)) (the “QC FT Shares” and together with the National FT Shares the “FT Shares”) at a price of $1.84 per QC FT Share, and 4,095,400 common shares of the Company (“Hard Dollar Shares”) at a price of $1.05 per Hard Dollar Share (together, collectively hereinafter referred as the “Offered Securities”) (the “Offering”).
The Offering was carried out by a syndicate of underwriters led by Paradigm Capital Inc. (the “Lead Underwriter”), and including Laurentian Bank Securities Inc., Desjardins Securities Inc., and BMO Capital Markets (collectively, the “Underwriters”).
The Offering is subject to regulatory approval and all securities issued and issuable pursuant to the Offering will have a hold period of four months and one day. The Company will use the gross proceeds from the sale of the National FT Shares to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Income Tax Act (Canada) (“Qualifying Expenditures“) related to the Company’s projects in Canada, on or before December 31, 2022. The Company will use the gross proceeds from the sale of the QC FT Shares to incur Qualifying Expenditures related to the Company’s projects in Québec on or before December 31, 2022. The Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2021.The proceeds from the sale of the Hard Dollar Shares will be used for exploration, updating technical studies, and for general corporate purposes.
As consideration for the services provided by the Underwriters in connection with the Offering: (a) the Underwriters received a cash commission equal to $900,006.30; and (b) the Underwriters received 670,938 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one common share of the Company, issued on a non-flow through basis (each, a “Compensation Option Share”) at a price of $1.05 per Compensation Option Share, for a period of twenty-four (24) months following the closing of the Offering.
The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Galway Metals Inc.
Galway Metals is focused on two gold projects in Canada, Clarence Stream, an emerging gold district in New Brunswick, and Estrades, the former producing, high-grade VMS mine in Quebec. The Company began trading on January 4, 2013, after the successful spinout to existing shareholders from Galway Resources following the completion of the US$340 million sale of that company. With substantially the same management team and Board of Directors, Galway Metals is keenly intent on creating similar value as it had with Galway Resources.
For further information, please visit www.galwaymetalsinc.com or contact:
President, Chief Executive Officer & Director
Telephone: 1 (800) 771-0680
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This News Release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s objectives, goals or future plans, completion of the Private Placement, use of proceeds of the Offering, renunciation and tax treatment of the FT Shares, the Closing Date. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to the inability to complete the Private Placement on the terms as announced or at all, changes in equity markets, changes in exchange rates, fluctuations in commodity prices capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited
to the effects of COVID-19 on the price of commodities, capital market conditions, restrictions on labour and international travel and supply chains, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.