(Toronto, Ontario, November 19, 2025) – Galway Metals Inc. (TSX-V: GWM) (the “Company” or
“Galway”) is pleased to announce that it has entered into an agreement with Red Cloud Securities
Inc. (“Red Cloud”) to act as sole agent and bookrunner in connection with a “best efforts” private
placement (the “Marketed Offering”) for aggregate gross proceeds of up to C$10,000,000.55
from the sale of (i) 3,703,704 units of the Company (each, a “Unit“) at a price of C$0.54 per Unit
(the “Unit Price“) and (ii) 10,596,027 flow-through units of the Company to be sold to charitable
purchasers (each, a “Charity FT Unit“, and collectively with the Units, the “Offered Securities”)
at a price of C$0.755 per Charity FT Unit.
Each Unit will consist of one common share of the Company (a “Unit Share”) and one-half of one
common share purchase warrant (each whole warrant, a “Warrant”). Each Charity FT Unit will
consist of one common share of the Company to be issued as a “flow-through share” within the
meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half
of one Warrant. Each Warrant shall entitle the holder to purchase one common share of the
Company (each, a “Warrant Share”) at a price of C$0.80 at any time on or before that date which
is 36 months after the Closing Date (as herein defined).
The Company also grants Red Cloud an option, exercisable in full or in part up to 48 hours prior
to the closing of the Marketed Offering, to sell up to an additional C$1,500,000 in any combination
of Units and Charity FT Units at their respective offering prices (the “Agent’s Option”). The
Marketed Offering and the securities issuable upon exercise of the Agent’s Option shall be
collectively referred to as the “Offering”.
The Company intends to use the net proceeds from the Offering for the exploration and
advancement of the Company’s Clarence Stream gold project located in New Brunswick as well
as for working capital and general corporate purposes, as is more fully described in the Offering
Document (as herein defined).
The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible
“Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms
are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the
Company’s Clarence Stream gold project on or before December 31, 2026. All Qualifying
Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective
December 31, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered
Galway Metals Inc.
82 Richmond Street East, Toronto, Ontario, M5C 1P1
TSXV – GWM
OTCQB – GAYMF
1for sale to purchasers resident in the provinces of Alberta, British Columbia, Manitoba, Ontario,
Québec and Saskatchewan pursuant to the listed issuer financing exemption under Part 5A of NI
45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions
of the Listed Issuer Financing Exemption. The securities issuable from the sale of the Offered
Securities are expected to be immediately freely tradeable in accordance with applicable
Canadian securities legislation for Offered Securities sold to purchasers resident in Canada. The
Units may also be sold in offshore jurisdictions and in the United States on a private placement
basis pursuant to one or more exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”).
There is an offering document (the “Offering Document”) related to the Offering that can be
accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at
www.galwaymetalsinc.com. Prospective investors should read this Offering Document before
making an investment decision.
The Offering is scheduled to close on December 10, 2025 or such other date as the Company
and Red Cloud may agree (the “Closing Date”). Completion of the Offering is subject to certain
conditions including, but not limited to, the receipt of all necessary regulatory approvals, including
the approval of the TSX Venture Exchange.
The securities to be offered pursuant to the Offering have not been, and will not be, registered
under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for the account or benefit of, United States persons absent registration
or any applicable exemption from the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.