Galane Gold Ltd. Closes C$2.7MM Private Placement and Satisfies Last Condition Precedent to Loan Agreement
Galane Gold Ltd. Closes C$2.7MM Private Placement and Satisfies Last
Condition Precedent to Loan Agreement
TORONTO, Oct. 02, 2018 -- Galane Gold Ltd. (“Galane Gold” or the “Company”) (TSXV: GG; OTCQB:GGGOF) is pleased to
announce that the Company has closed its previously announced non-brokered private placement (the “Private Placement”) of
54,000,000 units (the “Units”) at a price of C$0.05 per Unit for aggregate gross proceeds of C$2,700,000. Each Unit was
comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each,
a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share at an exercise price of C$0.05 until
October 1, 2020. The expiry date of the Warrants can be accelerated by the Company to the date that is 10 business days
after the date where the closing price of the Common Shares on the TSX Venture Exchange is higher than C$0.20 for 10
consecutive trading days, provided such trading days occur four months and one day after the issuance of the Warrants.
The closing of the Private Placement constituted the satisfaction of the last condition precedent to the effectiveness of the loan
agreement for the Company’s previously announced US$5,000,000 secured loan facility with Barak Fund SPC Limited (the
“Facility”).
The proceeds of the Facility and of the Private Placement will be used towards the restart of the Company’s Galaxy mine.
Galane Gold CEO, Nick Brodie commented: “The Galaxy project represents a key change in the future of Galane Gold and the
opportunity to bring it into production is unlocked by the Facility and the closing of the Private Placement. We are now in the
position to start the next phase, which includes a refurbishment and commissioning of the upgraded processing plant and
completing the development work required to restart underground mining. The Company still hopes to have first production from
Galaxy in the first quarter of 2019.” (1)
Pursuant to applicable securities laws, the Common Shares and Warrants comprising the Units, and the Common Shares
underlying the Warrants, are subject to a hold period until four months and one day after closing. The Private Placement
remains subject to the final approval of the TSX Venture Exchange.
As previously announced, certain directors and officers of the Company purchased 10,563,000 Units for aggregate gross
proceeds of C$528,150. Such issuances of Units were considered related party transactions within the meaning of Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied upon
exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(b) of MI 61-101.
Note:
(1) This is forward-looking information and is based on a number of assumptions. See "Cautionary Notes".
About Galane Gold
Galane Gold is an un-hedged gold producer and explorer with mining operations and exploration tenements in Botswana and
South Africa. Galane Gold is a public company and its shares are quoted on the TSXV under the symbol “GG” and on the
OTCQB under the symbol “GGGOF”. Galane Gold’s management team is comprised of senior mining professionals with
extensive experience in managing mining and processing operations and large-scale exploration programmes. Galane Gold is
committed to operating at world-class standards and is focused on the safety of its employees, respecting the environment,
and contributing to the communities in which it operates.
Cautionary Notes
Certain statements contained in this press release constitute “forward-looking statements”. All statements other than
statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future
financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any
statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”,
“may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative
thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s
expectations, estimates and projections regarding future events. These statements are not guarantees of future performance
and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from
what is expressed, implied or forecasted in such forward-looking statements.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited
to: the Company’s dependence on two mineral projects; gold price volatility; risks associated with the conduct of the
Company’s mining activities in Botswana and South Africa; regulatory, consent or permitting delays; risks relating to the
Company’s exploration, development, plant expansion and mining activities being situated in Botswana and South Africa; risks
relating to reliance on the Company’s management team and outside contractors; risks regarding mineral resources and
reserves; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency
fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and
equity issuances; risks arising from the Company’s fair value estimates with respect to the carrying amount of mineral
interests; mining tax regimes; risks arising from holding derivative instruments; the Company’s need to replace reserves
depleted by production; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and
resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties,
particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or
technical difficulties in connection with mining or development activities; lack of infrastructure; employee relations, labour
unrest or unavailability; health risks in Africa; the Company’s interactions with surrounding communities and artisanal miners;
the Company’s ability to successfully integrate acquired assets; risks related to restarting production; the speculative nature
of exploration and development, including the risks of diminishing quantities or grades of reserves; development of the
Company’s exploration properties into commercially viable mines; stock market volatility; conflicts of interest among certain
directors and officers; lack of liquidity for shareholders of the Company; risks related to the market perception of junior gold
companies; and litigation risk. Management provides forward-looking statements because it believes they provide useful
information to investors when considering their investment objectives and cautions investors not to place undue reliance on
forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by
these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that
the actual results or developments will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release
and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances
or otherwise, except as required by law.
Information of a technical and scientific nature that forms the basis of the disclosure in the press release has been approved
by Charles Byron Pr. Sci. Nat., MAusIMM., MGSSA and Chief Geologist for Galane Gold, and a “qualified person” as defined
by National Instrument 43-101.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
For further information please contact:
Nick Brodie
CEO, Galane Gold Ltd.
+ 44 7905089878
www.GalaneGold.com