TIDMGAL
RNS Number : 6686X
Galantas Gold Corporation
31 August 2022
GALANTAS GOLD ANNOUNCES CLOSING OF C$6.9 MILLION PRIVATE
PLACEMENT OF UNITS
Not for distribution to United States news wire services or for
dissemination in the United States
August 31, 2022, TORONTO, CANADA - Galantas Gold Corporation
(TSX-V & AIM: GAL; OTCQX: GALKF) ("Galantas" or the " Company")
is pleased to announce that it has closed its previously announced
private placement, pursuant to which the Company sold an aggregate
of (i) 14,826,674 units of the Company ("Units") at a price of
C$0.45 per Unit (the "Offering Price") on a "best efforts" brokered
private placement basis (the "Brokered Offering") for gross
proceeds of C$6,672,003.30 and (ii) 506,667 Units at the Offering
Price on a non-brokered private placement basis (the "Non-Brokered
Offering" and, together with the Brokered Offering, the "Offering")
for gross proceeds of C$228,000.15, for aggregate gross proceeds to
the Company of approximately C$6.9 million, including full exercise
of the agents' option. Each Unit was comprised of one common share
in the capital of the Company (each, a "Common Share") and one-half
of one common share purchase warrant of the Company (each whole
common share purchase warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one Common Share (a "Warrant
Share") at a price of C$0.55 per Warrant Share until February 28,
2025.
Canaccord Genuity Corp., Cormark Securities Inc. and Research
Capital Corporation acted as agents (the "Agents") in connection
with the Brokered Offering pursuant to the terms of an agency
agreement dated August 30, 2022. In consideration for their
services in connection with the Brokered Offering, the Company paid
the Agents a cash commission equal to C$355,320, being 6% of the
aggregate gross proceeds from the sale of Units under the Brokered
Offering, and a reduced cash commission equal to 3% of the
aggregate gross proceeds from the sale of Units under the Brokered
Offering to certain purchasers identified by the Company's
management to the Agents (the "President's List"). As additional
consideration for their services in connection with the Brokered
Offering, the Company issued the Agents 789,600 non-transferable
broker warrants of the Company ("Broker Warrants"), being 6% of the
aggregate number of Units issued pursuant to the Brokered Offering,
and a reduced number of Broker Warrants equal to 3% of the number
of Units issued pursuant to the Brokered Offering to certain
purchasers on the President's List. Each Broker Warrant is
exercisable to acquire one Common Share at an exercise price of
C$0.45 per share until August 30, 2024. In addition, the Company
also paid the Agents a cash advisory fee equal to C$13,680 and
issued the Agents an additional 30,400 Broker Warrants.
The Company intends to use the net proceeds of the Offering for
exploration and development at the Joshua Target as well as for
working capital and general corporate purposes.
Melquart Limited, a London-based investment firm and an existing
shareholder, acquired 2,666,667 Units for consideration of
C$1,200,000.15. Following the Offering, Melquart Limited will hold
28,140,195 Common Shares, representing approximately 27.36% of the
issued and outstanding Common Shares on a non-diluted basis.
Eric Sprott, through 2176423 Ontario Ltd., a corporation that is
beneficially owned by Mr. Sprott, acquired 1,333,334 Units for
consideration of C$600,000.30. Following the Offering, Eric Sprott
will hold 10,166,667 Common Shares, representing approximately
9.88% of the issued and outstanding Common Shares on a non-diluted
basis. Mr. Sprott is a renowned and respected leader in the
investment community and one of the world's premier gold and silver
investors.
Michael Gentile acquired 222,222 Units for consideration of
C$99,999,90. Following the Offering, Michael Gentile will hold
6,217,222 Common Shares, representing approximately 6.04% of the
issued and outstanding Common Shares on a non-diluted basis. Mr.
Gentile is a retired professional money manager with over 20 years'
experience investing in the mining and natural resource sector.
Currently, Mr. Gentile is an active investor in the junior mining
space with significant positions in a number of companies.
Ocean Partners UK Ltd. acquired 461,112 Units for consideration
of C$207,500.40. Following the Offering, Ocean Partners UK Ltd.
will hold 2,869,446 Common Shares, representing approximately 2.80%
of the issued and outstanding Common Shares on a non-diluted
basis.
Mario Stifano, a director of the Company, acquired 55,556 Units
for consideration of C$25,000.20. Following the Offering, Mario
Stifano will hold 547,388 Common Shares, representing approximately
0.53% of the issued and outstanding Common Shares on a non-diluted
basis.
As indicated above, Melquart Limited, an insider of the Company,
Eric Sprott, an insider of the Company, and Mario Stifano, an
officer and a director of the Company, subscribed for 2,666,667
Units, 1,333,334 Units and 55,556 Units, respectively, under the
Offering on the same terms as arm's length investors. The
participation of Melquart Limited, Mr. Sprott and Mr. Stifano in
the Offering constitutes a "related party transaction" for the
purposes of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company
is exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Offering in
reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI
61-101, as no securities of the Company are listed or quoted on the
specified markets and neither the fair market value of the
securities to be received by the related parties nor the fair
market value of the consideration for the securities exceeds 25% of
the Company's market capitalization as calculated in accordance
with MI 61-101. The Company did not file a material change report
more than 21 days before the expected closing date of the Offering
as the aforementioned insider participation had not been confirmed
at that time and the Company wished to close the Offering as
expeditiously as possible.
Melquart Limited and Eric Sprott are deemed to be related
parties of the Company by virtue of being Substantial Shareholders
of the Company and Mario Stifano is deemed to be a related party of
the Company by virtue of being a director of the Company as defined
in the AIM Rules for Companies (together the "Related Parties"). As
a consequence, the Directors of the Company (excluding Mr. Stifano
for the purposes of considering his involvement in the placing)
consider, having consulted with their nominated adviser, Grant
Thornton UK LLP, that the terms of the Related Parties' involvement
in the Offering are fair and reasonable insofar as shareholders are
concerned.
The Offering was made by way of private placement in each of the
provinces of Canada pursuant to applicable exemptions from the
prospectus requirements and in certain other jurisdictions, in each
case in accordance with all applicable laws. The securities issued
under the Offering are subject to a four month hold period under
applicable Canadian securities laws which will expire on December
31, 2022. The Offering is subject to final acceptance of the TSX
Venture Exchange.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered or
sold in the United States absent registration or an exemption from
such registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
An application has been filed for admittance of 15,333,341
additional shares to AIM ("Admission") with Admission expected to
occur on or around September 5, 2022. Following Admission, the
Company's issued and outstanding Common Shares will total
102,862,143.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
The notification set out below, made pursuant to Article 19(3)
of the Market Abuse Regulation which is part of UK law by virtue of
the European Union (withdrawal) Act 2018, provides further
details.
About Galantas Gold Corporation
Galantas Gold Corporation is a Canadian public company that
trades on the TSX Venture Exchange and the London Stock Exchange
AIM market, both under the symbol GAL. It also trades on the OTCQX
Exchange under the symbol GALKF. The Company's strategy is to
create shareholder value by operating and expanding gold production
and resources at the Omagh Project in Northern Ireland.
Enquiries
Galantas Gold Corporation
Mario Stifano: Chief Executive Officer
Email: info@galantas.com
Website: www.galantas.com
Telephone: +44(0)28 8224 1100
Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, George Grainger, Samuel
Littler
Telephone: +44(0)20 7383 5100
Panmure Gordon & Co (AIM Joint Broker & Corporate
Adviser)
Hugh Rich, John Prior
Telephone: +44(0)20 7886 2500
SP Angel Corporate Finance LLP (AIM Joint Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales & Broking)
Telephone: +44(0)20 3470 0470
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995 and applicable Canadian securities laws, including, but
not limited to, the use of proceeds of the Offering, the timing and
ability of the Company to receive necessary regulatory approvals,
including the final acceptance of the Offering from the TSX Venture
Exchange, and the plans, operations and prospects of the Company.
Forward-looking statements are based on estimates and assumptions
made by Galantas in light of its experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors that Galantas believes are
appropriate in the circumstances. Many factors could cause
Galantas' actual results, the performance or achievements to differ
materially from those expressed or implied by the forward looking
statements or strategy, including: gold price volatility;
discrepancies between actual and estimated production, actual and
estimated metallurgical recoveries and throughputs; mining
operational risk, geological uncertainties; regulatory
restrictions, including environmental regulatory restrictions and
liability; risks of sovereign involvement; speculative nature of
gold exploration; dilution; competition; loss of or availability of
key employees; additional funding requirements; uncertainties
regarding planning and other permitting issues; and defective title
to mineral claims or property. These factors and others that could
affect Galantas' forward-looking statements are discussed in
greater detail in the section entitled "Risk Factors" in Galantas'
Management Discussion & Analysis of the financial statements of
Galantas and elsewhere in documents filed from time to time with
the Canadian provincial securities regulators and other regulatory
authorities. These factors should be considered carefully, and
persons reviewing this news release should not place undue reliance
on forward-looking statements. Galantas has no intention and
undertakes no obligation to update or revise any forward-looking
statements in this news release, except as required by law.
(UK) DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND
THEIR CLOSELY ASSOCIATED PERSONS
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Ocean Partners UK Ltd
------------------------------------ ---------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Ocean Partners UK Ltd is
a person closely associated
with Brent Omland, a Director
of Galantas
------------------------------------ ---------------------------------
b) Initial notification/Amendment: Initial Notification
------------------------------------ ---------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Galantas Gold Corporation
------------------------------------ ---------------------------------
b) LEI: LEI: 213800JKVPLLKO4KVB93
------------------------------------ ---------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Common Shares and Share
instrument type of instrument Purchase Warrants
Identification Code
ISIN: CA36315W3012
------------------------------------ ---------------------------------
b) Nature of the transaction Private Placement for a
"Unit" at C$0.45 per Unit,
where each Unit comprises
one common share and one-half
of one common share purchase
warrant
------------------------------------ ---------------------------------
c) Price(s) and volume Price Volume
C$0.45 461,112
------------------------------------ ---------------------------------
d) Aggregated information N/A single transaction
------------------------------------ ---------------------------------
e) Date of the transaction August 30, 2022
------------------------------------ ---------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------ ---------------------------------
(UK) DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND
THEIR CLOSELY ASSOCIATED PERSONS
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Mario Stifano
------------------------------------ ---------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Chief Executive Officer
------------------------------------ ---------------------------------
b) Initial notification/Amendment: Initial Notification
------------------------------------ ---------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: Galantas Gold Corporation
------------------------------------ ---------------------------------
b) LEI: LEI: 213800JKVPLLKO4KVB93
------------------------------------ ---------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place
where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Common Shares and Share
instrument type of instrument Purchase Warrants
Identification Code
ISIN: CA36315W3012
------------------------------------ ---------------------------------
b) Nature of the transaction Private Placement for a
"Unit" at C$0.45 per Unit,
where each Unit comprises
one common share and one-half
of one common share purchase
warrant
------------------------------------ ---------------------------------
c) Price(s) and volume Price Volume
C$0.45 55,556
------------------------------------ ---------------------------------
d) Aggregated information N/A single transaction
------------------------------------ ---------------------------------
e) Date of the transaction August 30, 2022
------------------------------------ ---------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------ ---------------------------------
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END
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