Galway Metals Announces $501,000 Non-Brokered Private Placement for a Total Of $5.1 Million in Proceeds and Director Resignation
82 Richmond Street East, Suite 200 Tel: 800-771-0680
Toronto, ON M5C 1P1 Fax: 416-361-0923
Galway Metals Announces $501,000 Non-Brokered Private Placement for a Total Of $5.1 Million in Proceeds and
Director Resignation
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
(Toronto, Ontario, Decemb er 21, 2017) – Galway Metals Inc. (TSX-V: GWM) (the “Company”) is pleased to
announce that it has completed a non-brokered private placement financing (the "Offering"). The Offering
consisted of the sale of 860,000 Hard Dollar Units (“HD Units”) at a price of $0.35 per HD Unit and 465,116
Flow Through Units (“FT Units”) at a price of $0.43 per FT Unit for total gross proceeds of $501,000. This is in
addition to the closing of two earlier financings totaling $4.6 which were announced on November 14, 2017 and
November 27, 2017.
Each HD Unit consists of one (1) common share in the capital stock of Galway Metals (each a "Share") and
one-half (1/2) of one Share purchase warrant (a "Warrant"). Each FT Unit consists of one (1) Flow Through
Share and one-half (1/2) of one Warrant. Each Warrant will entitle the holder to purchase one Share at the
price of $0.50 for a period of 24 months after closing. If the closing price on the TSX Venture Exchange
equals or exceeds $0.75 per Share for a period of 20 consecutive trading days, the Company has the right to
accelerate the expiry date of the Warrants to the 30th day following the company mailing a notice of acceleration.
The $301,000 in HD Units w ere subscribed by Fonds de solidarité FTQ, which is a development capital
investment fund that channels the savings of Quebecers into investments. As at May 31, 2017, the
organization had $13.1 billion in net assets, and through its current portfolio of investments has helped create
and protect 186,440 jobs. The Fonds is a partner in more than 2,700 companies and has 645,664 shareholder-
savers. For more information: www.fondsftq.com.
In connection with the Offering, Michael Sutton an officer and a Director of the Company, has acquired
465,116 FT Units. This issuance of FT Units to Mr. Sutton is considered a "related party transaction" as such
term is defined under Multilateral Instrume nt 61- 101 - Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority
shareholder approval requirements provided under MI 61- 101 on the basis that participation in the Offering by
Insiders does not exceed 25% of the fair market value of the Company's market capitalization.
The securities issued and issuable pursuant to the Offering will be subject to a four month and one-day statutory
hold period. Galway Metals intends to use net proceeds from the Offering to complete field work on its
Estrades and Clarence Stream properties in western Québec , Canada and New Brunswick, Canada,
respectively.
The Company also announces the resignation of Robb Doub from the Board of Directors but we are pleased to
announce that Mr. Doub will remain involved with the company in his capacity as an advisor.
Robert Hinchcliffe, President and CEO stated, “The Board of Directors and management would like to thank Mr.
Doub for his contribution to the Company. His experience and advice has been very important to the advancement
of Galway Metals and we are very grateful. We look forward to continuing to rely on Robb for his invaluable
insights as an advisor. The Company is presently reviewing a short-list of potential Board candidates and we
expect to add a new member in the coming weeks.”
For further information, please contact: Galway Metals Inc.
Robert Hinchcliffe
1-800-771-0680 www.galwaymetalsinc.com
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 co mmission 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 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 anticipated, capital and
operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, enviro nmental 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 mineral e xploration 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 cons istent 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 r eliance
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 revi se any forward-
looking information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable
securities laws.