REG - Galantas Gold Corp - Closing of C$2.9 Million Private Placement

Galantas GoldAnnouncement

28/03/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230328:nRSb3884Ua&default-theme=true

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 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$0.55 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

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 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$0.55 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

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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEUBAOROAUOUUR