Galantas GOLD Announces up to US$3.0 Million Private Placement of Unsecured Convertible Debentures
GALANTAS GOLD ANNOUNCES UP TO US$3.0 MILLION PRIVATE
PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES
Not for distribution to United States news wire services or for dissemination in the United States
NOVEMBER 9, 2023, TORONTO, CANADA – Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQX:
GALKF) ("Galantas" or the "Company") is pleased to announce the terms of a proposed non -brokered
private placement of up to US$3.0 million aggregate principal amount of unsecured convertible
debentures of the Company (the "Debentures"), in the principal amount of US$1,000 per Debenture (the
"Offering"). The Company anticipates that the closing of the Offering will occur on or about November
30, 2023 (the "Closing Date").
The net proceeds of the Offering are expected to be used for exploration and development, working
capital and for general corporate purposes.
Each Debenture will be convertible at the option of the holder thereof into common shares in the capital
of the Company (the "Conversion Shares") at a conversion price of US$0.255 per Conversion Share (the
"Conversion Price"), being the equivalent of a conversion price of C$0.35 per Conversion Share, at any
time prior to 5:00 p.m. (Toronto time) on the last business day immediately preceding the date that is 36
months following the Closing Date (the "Maturity Date"). On the Maturity Date, any outstanding principal
amount of Debentures plus any accrued and unpaid interest thereon shall be repaid by the Company in
cash. In accordance with the terms of the Debentures, if at any time following the issuance of the
Debentures, the closing price of the common shares of the Company on the TSX Venture Exchange (the
"TSXV") equals or exceeds C$ 0.70 per common share for 10 consecutive trading days or more, the
Company may elect to convert all but not less than all of the outstanding principal amount of the
Debentures into Conversion Shares at the Conversion Price, upon giving the holders of the Debentures
not less than 30 calendar days advance written notice.
Interest on the principal amount outstanding under each Debenture shall accrue during the period
commencing on the Closing Date until the Maturity Date and shall be payable in cash on an annual basis
on December 31 st of each year (each, an "Interest Payment Date"); provided, however, that the first
Interest Payment Date shall be December 31, 2024. Each Debenture shall bear interest at a minimum
interest rate of 10% per annum (the "Base Interest Rate"). During each int erest period (an "Interest
Period"), being the period commencing on the Closing Date to but excluding the first Interest Payment
Date and thereafter the period from and including an Interest Payment Date to but excluding the next
Interest Payment Date or other applicable payment date, the Base I nterest Rate will be adjusted based
on a gold price of US$2,000 per ounce, with the Base Interest Rate being increased by 1% per annum
for each US$100 in which the average gold price for such Interest Period exceeds US$2,000 per ounce,
up to a maximum interest rate of 30% per annum. Any adjustment to the Base Interest Rate in respect of
an Interest Period shall be calculated based on the average gold price quoted by the London Bullion
Market Association, being the LBMA Gold Price PM, in respect of the first Interest Period, from the
Closing Date to and including December 15, 2024, and for each subsequent Interest Period, from January
1st to and including December 15th of that year or 15 days prior to the applicable payment date.
The Debentures will be offered for sale by way of private placement in each of the provinces and
territories of Canada pursuant to applicable exemptions from the prospectus requirements under
applicable Canadian securities laws. The Debentures may also be offered for sale in the United States
pursuant to available exemptions from the registration requirements of the United States Securities Act
of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided
that no prospectus filing or comparable obligation arises in such other jurisdiction.
In connection with the Offering, certain finders may receive from the Company: (i) a cash finder's fee
payment equal to 5.0% of the gross proceeds raised under the Offering from subscribers introduced to
the Company by such finder; and (ii) such number of non-transferable finder's warrants ("Finder
Warrants") as is equal to 5.0% of the maximum number of Conversion Shares issuable under the
Debentures sold under the Offering to subscribers introduced to the Company by such finder. Each Finder
Warrant will be exercisable to acquire one common share in the capital of the Company at the Conversion
Price at any time on or before that date which is 36 months following the Closing Date.
The Offering remain s subject to the acceptance of the TSXV. The securities issued pursuant to the
Offering will be subject to a four-month hold period under applicable Canadian securities laws.
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.
About Galantas Gold Corporation
Galantas Gold Corporation is a Canadian public company that trades on the TSXV 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, and exploring the Gairloch
Project hosting the Kerry Road gold-bearing VMS deposit in Scotland.
Enquiries
Galantas Gold Corporation
Mario Stifano: Chief Executive Officer
Email: [email protected]
Website: www.galantas.com
Telephone: +44(0)28 8224 1100
Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, Enzo Aliaj
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 the terms of
the Offering, the use of proceeds of the Offering, the timi ng and ability of the Company to close the
Offering (if at all) and on the terms announced, the timing and ability of the Company to receive necessary
regulatory approvals in respect of the Offering, 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 productio n, 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.
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.