Mr. Robert Hinchcliffe reports
GALWAY METALS ANNOUNCES CLOSING OF $14 MILLION BROKERED PRIVATE PLACEMENT LED BY MICHAEL GENTILE
Galway Metals Inc. has closed its previously announced brokered best effort private placement offering, pursuant to which the company has issued 19,437,000 flow-through units of the company at a price of 72 cents per FT unit for aggregate gross proceeds to the company of approximately $14-million. The FT units were issued pursuant to applicable exemptions from the prospectus requirements under Canadian securities laws. Beacon Securities Ltd. acted as sole agent in connection with the offering.
Each FT unit consists of one common share in the capital of the company and one common share purchase warrant, with each FT share and warrant comprising each FT unit qualifying as a flow-through share for the purposes of the Income Tax Act (Canada). Each warrant entitles the holder thereof to acquire one non-flow-through common share at a price per warrant share of 80 cents for a period of 36 months from the closing of the offering.
An amount equal to the gross proceeds from the sale of the FT units will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the tax act related to the company's Clarence Stream gold project in New Brunswick, Canada, on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers, effective Dec. 31, 2026.
As a result of his participation in the offering, leading strategic investor Michael Gentile now holds approximately 10.94 per cent of the issued and outstanding common shares (approximately 19.72 per cent assuming exercise of the warrants comprising his FT units). In connection with the offering, Mr. Gentile has agreed to enter into a 12-month lock-up agreement pursuant to which, among other things, he may not sell, offer or grant options to purchase any of the securities purchased in the offering.
The securities issued pursuant to the offering are subject to a hold period under Canadian securities laws of four months after the closing of the offering.
In consideration for services provided in connection with the offering, the company paid the agent a cash commission of $606,434.40.
Closing of the offering is subject to the final acceptance of the TSX Venture Exchange.
Early warning disclosure
Immediately prior to the offering, Mr. Gentile did not beneficially own or control, directly or indirectly, any securities of the company.
Immediately following the closing of the offering, Mr. Gentile beneficially owns or controls 17.15 million common shares and 17.15 million warrants of the company, representing approximately 10.94 per cent of the issued and outstanding common shares (approximately 19.72 per cent assuming exercise of the warrants comprising his FT units).
Mr. Gentile acquired the FT units for investment purposes. Depending on market conditions, his view of the company's prospects and other relevant factors, Mr. Gentile may, from time to time, acquire additional securities, may dispose of some or all of the existing securities, or may continue to hold the securities. In satisfaction of the requirements of National Instrument 62-104 (Take-Over Bids and Issuer Bids) and National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), Mr. Gentile will be filing an early warning report related to his acquisition of the FT units, containing additional information omitted from this news release, under the company's SEDAR+ profile.
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 the existing resource is open in virtually all directions. Galway Metals holds a 90-per-cent participating interest 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.
© 2026 Canjex Publishing Ltd. All rights reserved.