NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – April 27, 2023 – Galway Metals Inc. (TSXV: GWM) (“Galway Metals” or the “Company”), is pleased to announce that it has closed the previously announced best efforts private placement offering for aggregate gross proceeds of approximately $4.0 million consisting of the sale of 6,666,700 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 “FT Shares”) at a price of $0.60 per FT Share (the “Offering”).
The Offering was carried out by Paradigm Capital Inc. as lead agent, and Laurentian Bank Securities Inc. (together, the “Agents”).
The Offering is subject to final regulatory approval, and all securities issued and issuable pursuant to the Offering have a hold period of four months and one day. The Company will use the gross proceeds from the sale of the 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”) on or before December 31, 2024. The Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2023.
As consideration for the services provided by the Agents in connection with the Offering: the Agents received (i) a cash commission of $240,001.20; and (b) 200,001 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one common share of the Company on a non-flow through basis (each, a “Compensation Option Share”) at a price of $0.60 per Compensation Option Share, for a period of 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 creating significant per share value through the exploration and sustainable development of its two 100%-owned projects in Canada. Galway’s flagship project, Clarence Stream, is one of the most important gold districts in Atlantic Canada as it hosts a large, high-grade gold resource in SW New Brunswick. Also important is Estrades, the former-producing, high-grade, gold- and zinc-rich polymetallic VMS mine in the northern Abitibi of western Quebec as it hosts significant resources in the middle of a major gold camp. After its successful spinout to existing shareholders from Galway Resources following the completion of the US$340 million sale of that company. The company is looking to replicate the same success in Canada with our two highly perspective projects.
Should you have any questions and for further information, please contact (toll free):
Galway Metals Inc.
President & Chief Executive Officer
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains forward-looking information, which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that 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 statements made herein with respect to, among other things, the use of proceeds of the Offering, the tax treatment of the securities offered under the Offering, the timing of the Qualifying Expenditures, the Company’s objectives, goals or future plans, the final approval of the TSXV of the Offering. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, exploration results being less favourable than anticipated, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, changes in tax laws, fluctuations in commodity prices, delays in the development of projects, risks associated with the defence of legal proceedings and other risks involved in the mineral exploration and development industry, as well as those risks set out in the Company’s public disclosure documents filed on SEDAR. Although the Company believes that management’s assumptions used to develop the forward-looking information in this news release are reasonable, including that, among other things, the Company will be able to identify and execute on opportunities to acquire mineral properties, exploration results will be consistent with management’s expectations, financing will be available to the Company on favourable terms when required, commodity prices and foreign exchange rates will remain relatively stable, and the Company will be successful in the outcome of legal proceedings, 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 contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.