/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Aug. 30,
2022 /CNW/ - Galantas Gold Corporation (TSXV: GAL)
(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.
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
Identification
Code
|
Common Shares and Share
Purchase Warrants
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 instrument type of instrument
Identification
Code
|
Common Shares and Share
Purchase Warrants
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
|
SOURCE Galantas Gold Corporation