00:05:06 EST Fri 12 Dec 2025
Enter Symbol
or Name
USA
CA



Galway Metals Inc (3)
Symbol GWM
Shares Issued 108,354,567
Close 2025-12-10 C$ 0.535
Market Cap C$ 57,969,693
Recent Sedar Documents

Galway closes one private placement, arranges another

2025-12-10 19:03 ET - News Release

Mr. Robert Hinchcliffe reports

GALWAY METALS ANNOUNCES CLOSING OF BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF C$11.5 MILLION AND A SEPARATE NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF APPROXIMATELY C$462,000

Galway Metals Inc. has closed its previously announced best effort private placement for aggregate gross proceeds of approximately $11.5-million, which includes the exercise in full of the agent's option. Pursuant to the offering, the company sold: (i) 4,629,630 units of the company at a price of 54 cents per unit; and (ii) 11,920,530 flow-through units of the company that were sold to charitable purchasers at a price of 75.5 cents per charity FT unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each charity FT unit consists of one common share of the company issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one warrant, which will also qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each warrant entitles the holder to purchase one common share of the company at a price of 80 cents at any time on or before Dec. 10, 2028.

The company intends to use the net proceeds from the offering for the exploration and advancement of the company's Clarence Stream gold project located in New Brunswick, as well as for working capital and general corporate purposes, as is more fully described in the offering document (as herein defined).

The gross proceeds from the sale of FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's Clarence Stream gold project on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of the charity FT units, effective Dec. 31, 2025.

In accordance with National Instrument 45-106 (Prospectus Exemptions), the offered securities were sold to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The securities issued from the sale of the offered securities are immediately freely tradable in accordance with applicable Canadian securities legislation for offered securities sold to purchasers resident in Canada.

As consideration for their services, Red Cloud received aggregate cash fees of approximately $690,000 and 993,009 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the company at the unit price at any time on or before Dec. 10, 2028.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.

The closing of the offering remains subject to the final approval of the TSX Venture Exchange.

The company is also pleased to announce that it intends to complete a separate non-brokered private placement for the sale of up to 855,370 units of the company at a price of 54 cents per NB unit for gross proceeds of up to $461,899.80. Each NB unit in the subsequent offering will consist of one common share in the capital of the company and one-half of one transferable common share purchase warrant. Each whole NB warrant will entitle the holder to purchase one common share of the company at a price of 80 cents per share at any time on or before the date that is 36 months following the closing of the subsequent offering. The company is planning to close the subsequent offering on Dec. 11, 2025, which will be subject to final acceptance of the TSX Venture Exchange.

About Galway Metals Inc.

Galway Metals is a Canadian mineral exploration and development company focused on advancing its 100-per-cent-owned, high-grade, open-pittable flagship Clarence Stream gold project in southwestern New Brunswick. Clarence Stream is an emerging gold district with an exploration strike length of approximately 65 kilometres and widths of up to 28 kilometres in certain areas. Galway Metals also has 100-per-cent ownership in the Estrades project, a former producing high-grade, gold-rich polymetallic volcanogenic massive sulphide mine in the northern Abitibi of western Quebec. Led by a management team with a proven record of creating shareholder value having sold Galway Resources for $340-million (U.S.), Galway Metals is focused on creating value for all its stakeholders.

We seek Safe Harbor.

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