Galway Metals Announces $4 Million Best Efforts Private Placement Financing
GALWAY METALS ANNOUNCES $4 MILLION BEST EFFORTS PRIVATE PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Toronto, ON – April 6, 2023 – Galway Metals Inc. (TSX-V: GWM) (“Galway Metals” or the “Company”), is
pleased to announce that it has entered into an agreement with Paradigm Capital Inc. on behalf of a
syndicate of agents (collectively, the “Agents”), in connection with a best efforts private placement financing
(the “Offering”) for total proceeds of up to $4 million, consisting of up to 6,666,700 common shares of the
Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax
Act (Canada)) (the "FT Shares") at a price of $0.60 per FT Share.
The Agent will be paid by the Company on closing of the Offering a cash commission equal to 6% of the
gross proceeds of the Offering including on any exercise of the Agent’s Option. In addition, the Company
shall grant the Agent on closing of the Offering, broker warrants (the "Broker Warrants") entitling the Agent,
from time to time for a period of 24 months from the Closing Date, to acquire that number of common shares
of the Company (the "Broker Shares") that is equal to 3% of the number of FT Shares issued pursuant to
the Offering, at an exercise price of $0.60 per Broker Share.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Shares , pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian
exploration expenses” that qualify as “flow-through mining expenditures ” as both terms are defined in the
Income Tax Act (Canada) (the “ Qualifying Expenditures ”) on or before December 31, 2024, and to
renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December
31, 2023.
The Offering is subject to regulatory approval and all securities issued pursuant to the Offering will have a
hold period of four months and one day. Closing of the Offering is anticipated to occur on or about April 28,
2023.
The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be offered or sold in the
Unites States without registration under the U.S. Securities Act and all applicable state securities laws or
compliance with requirements of an applicable exemption therefrom. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any
sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Galway Metals Inc.
Galway Metals is focused on creating significant per share value through the exploration and sustainable
development of its two 100% -owned projects in Canada. Galway’s flagship project, Clarence Stream, is
one of the most important gold districts in Atlantic Canada as it hosts a large, high- grade gold resource in
SW New Brunswick. Also important is Estrades, the former -producing, high- grade, gold- and zinc -rich
polymetallic VMS mine in the northern Abitibi of western Quebec as it hosts si gnificant resources in the
middle of a major 10- million-ounce gold camp, based on production, reserves and resources. Galway’s
activities will be conducted while respecting the environment and communities in which it operates. Galway
is well capitalized. The Company began trading on January 4, 2013, after its successful spinout to existing
shareholders from Galway Resources following the completion of the US$340 million sale of that company.
With substantially the same management team and Board of Directors , Galway Metals is keenly intent on
creating similar value as it had with Galway Resources.
82 Richmond Street East Tel: 800-771-0680
Toronto, ON M5C 1P1 Fax: 416-361-0923
Should you have any questions and for further information, please contact (toll free):
Galway Metals Inc.
Robert Hinchcliffe
President & Chief Executive Officer
1-800-771-0680
Website: www.galwaymetalsinc.com
Email: [email protected]
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Cautionary Statement
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release. No
stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein.
This news release contains forward-looking information which is not comprised of historical facts. Forward-
looking information involves risks, uncertainties and other factors that could cause actual events, results,
performance, prospects and opportunities to differ materially from those expressed or implied by such
forward-looking information. Forward- looking information in this news release includes statements made
herein with respect to, among other things, the use of proceeds of the Offering, the anticipated closing date
of the Offering, the Company’s objectives, goals or future plans, potential corporate and/or property
acquisitions, exploration results, potential mineralization, exploration and mine development plans, timing
of the commencement of operations, and estimates of market conditions. Factors that could cause actual
results to differ materially from such forward- looking information include, but are not limited to, exploration
results being less favourable than antici pated, capital and operating costs varying significantly from
estimates, delays in obtaining or failures to obtain required governmental, environmental or other project
approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future,
changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays
in the development of projects, risks associated with the defence of legal proceedings and other risks
involved in the mi neral exploration and development industry, as well as those risks set out in the
Company’s public disclosure documents filed on SEDAR. Although the Company believes that
management’s assumptions used to develop the forward- looking information in this news release are
reasonable, including that, among other things, the Company will be able to identify and execute on
opportunities to acquire mineral properties, exploration results will be consistent with management’s
expectations, financing will be available to the Company on favourable terms when required, commodity
prices and foreign exchange rates will remain relatively stable, and the Company will be successful in the
outcome of legal proceedings, undue reliance should not be placed on such information, which only applies
as of the date of this news release, and no assurance can be given that such events will occur in the
disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any
forward-looking information c ontained herein, whether as a result of new information, future events or
otherwise, except as required by applicable securities laws.