REG - Galantas Gold Corp - C$6.9 Million Private Placement Closes

Galantas GoldAnnouncement

31/08/2022 07:00

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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 instrument type of instrument  Common Shares and Share 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

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 instrument type of instrument  Common Shares and Share 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

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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