TIDMGAL
RNS Number : 3884U
Galantas Gold Corporation
28 March 2023
GALANTAS GOLD ANNOUNCES CLOSING OF C$2.9 MILLION PRIVATE
PLACEMENT OF UNITS AND TERMS OF SHARES-FOR-DEBT TRANSACTION, AND
ISSUANCE OF WARRANTS
Not for distribution to United States news wire services or for
dissemination in the
United States
March 27, 2023, 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
non-brokered private placement (the "Offering"), pursuant to which
the Company sold an aggregate of 8,230,951 units of the Company
("Units") at a price of C$0.36 per Unit for aggregate gross
proceeds of C$2,963,142.36. Each Unit was comprised of one common
share of the Company (a "Common Share") and one Common Share
purchase warrant (a "Warrant"), with each Warrant entitling the
holder thereof to purchase one Common Share at a price of C$0.55
per share until March 27, 2028. The Offering was
oversubscribed.
The net proceeds of the Offering are expected to be used for
exploration, including follow-up drilling targeting the high-grade
dilation zones to depth at the Joshua Vein and the recently
identified Kerr Vein target, development at Galantas' gold project
in Northern Ireland, as well as exploration at the recently
announced gold-rich volcanogenic massive sulphide project in
Scotland, and for general working capital purposes.
Canaccord Genuity Corp., Sprott Capital Partners LP, Echelon
Wealth Partners Inc., Haywood Securities Inc., Research Capital
Corporation, Apex GT Capital Corp. and Red Cloud Securities Inc.
(collectively, the "Finders") acted as finders in connection with
the Offering. In consideration for their services, the Company paid
the Finders cash finder's fees in the aggregate amount of
C$130,966.41, representing 7% of the gross proceeds generated by
such Finders pursuant to the Offering. In addition, the Company
also issued an aggregate of 237,162 non-transferable compensation
warrants (the "Finder's Warrants") to the Finders, representing 7%
of the number of Units sold to subscribers identified by such
Finders pursuant to the Offering. Each Finder's Warrant entitles
the holder thereof to purchase one Common Share at a price of
C$0.36 per share until March 27, 2025. In consideration for
providing certain advisory services to the Company in connection
with the Offering, the Company also paid an advisory fee to
Research Capital Corporation in the amount of C$16,000.
Existing shareholder Ross Beaty acquired 1,000,000 Units for
consideration of C$360,000.
Ocean Partners UK Ltd. acquired 691,666 Units for consideration
of approximately C$249,000. Following the Offering, Ocean Partners
UK Ltd. will hold 3,561,113 Common Shares representing
approximately 3.19% of the issued and outstanding Common Shares on
a non-diluted basis.
Brendan Morris, an officer of the Company, subscribed for
468,416 Units under the Offering on the same terms as arm's length
investors. The participation of Mr. Morris 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 party 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 Offering remains subject to the final acceptance of the TSX
Venture Exchange. The securities issued pursuant to the Offering
are subject to a four-month hold period under applicable Canadian
securities laws which will expire on July 28, 2023.
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 8,230,951
additional shares to AIM ("Admission") with Admission expected to
occur on or around March 31, 2023. Following Admission, the
Company's issued and outstanding Common Shares will total
111,763,460 .
Debt Settlement Transaction
In addition to the foregoing, further to the Company's news
release dated March 21, 2023, the Company has received strong
support from additional stakeholders and also announces that it has
agreed to the terms of a proposed shares-for-debt transaction (the
"Debt Settlement") with several additional arm's length creditors
of the Company. In connection with the Debt Settlement, the Company
has agreed to settle a total of approximately C$749,020 of
indebtedness through the issuance of an aggregate of 2,080,609
Units at a deemed price of C$0.36 per Unit on substantially the
same terms as the Units issued under the Offering. The securities
issued pursuant to the Debt Settlement will be subject to a
four-month hold period under applicable Canadian securities
laws.
The Debt Settlement and the issuance of Units shall be subject
to the prior approval of the TSX Venture Exchange. There is no
assurance that TSX Venture Exchange approval will be obtained. A
further update will be made once the Debt Settlement has been
approved.
Issuance of Previously Announced Warrants
Following receipt of TSXV approval, the Company has issued
previously announced warrants to Ocean Partners UK Ltd. ("OP") (see
the Company's December 8, 2022 news release) and to Melquart Ltd.
("Melquart") (see the Company's February 13, 2023 news release).
The warrants issued to OP are subject to a hold period expiring on
July 17, 2023, and the warrants issued to Melquart are subject to a
hold period expiring on July 25, 2023.
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
SP Angel Corporate Finance LLP (AIM 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 terms of the Debt Settlement, 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 and the Debt Settlement 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$0.55 per Unit,
where each Unit comprises
one common share and one
common share purchase warrant
------------------------------------ ---------------------------------
c) Price(s) and volume Price Volume
C$0.55 691,666
------------------------------------ ---------------------------------
d) Aggregated information N/A single transaction
------------------------------------ ---------------------------------
e) Date of the transaction March 27, 2023
------------------------------------ ---------------------------------
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: Brendan Morris
------------------------------------ ---------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Brendan Morris is an officer
of the 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$0.55 per Unit,
where each Unit comprises
one common share and one
common share purchase warrant
------------------------------------ ---------------------------------
c) Price(s) and volume Price Volume
C$0.55 468,416
------------------------------------ ---------------------------------
d) Aggregated information N/A single transaction
------------------------------------ ---------------------------------
e) Date of the transaction March 27, 2023
------------------------------------ ---------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------ ---------------------------------
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END
IOEUBAOROAUOUUR
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