Galway Metals Announces Closing of $15 Million Bought Deal Private Placement Financing
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GALWAY METALS ANNOUNCES CLOSING OF $15 MILLION BOUGHT DEAL PRIVATE
PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Toronto, ON – March 25, 2021 – Galway Metals Inc. (TSXV: GWM) (“Galway Metals” or the "Company"),
is pleased to announce that it has closed the previously announced bought deal private placement offering
for aggregate gross proceeds of $1 5 million consisting of 5,999,900 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 "National FT Shares") at a price of $1.45 per National FT Share, 1,087,000 common shares of the
Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax
Act (Canada) and section 359.1 of the Taxation Act (Québec)) (the "QC FT Shares" and together with the
National FT Shares the “FT Shares”) at a price of $1.84 per QC FT Share, and 4,095,400 common shares
of the Company (“ Hard Dollar Shares ”) at a price of $1.05 per Hard Dollar Share (together, collectively
hereinafter referred as the “Offered Securities”) (the “Offering”).
The Offering was carried out by a syndicate of underwriters led by Paradigm Capital Inc. (the “ Lead
Underwriter”), and including Laurentian Bank Securities Inc., Desjardins Securities Inc., and BMO Capital
Markets (collectively, the “Underwriters”).
The Offering is subject to regulatory approval and all securities issued and issuable pursuant to the Offering
will have a hold period of four months and one day. The Company will use the gross proceeds from the
sale of the National FT Shares to incur eligible "Canadian exploration expenses" that qualify as "flow -
through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (" Qualifying
Expenditures") related to the Company’s projects in Canada, on or before December 31, 2022. The
Company will use the gross proceeds from the sale of the QC FT Shares to incur Qualifying Expenditures
related to the Company’s projects in Québec on or before December 31, 2022. The Qualifying Expenditures
will be renounced in favour of the subscribers of the FT Shares effective December 31, 2021.The proceeds
from the sale of the Hard Dollar Shares will be used for exploration, upd ating technical studies, and for
general corporate purposes.
As consideration for the services provided by the Underwriters in connection with the Offering: (a) the
Underwriters received a cash commission equal to $900,006.30; and (b) the Underwriters received 670,938
compensation options (the “ Compensation Options ”). Each Compensation Option is exercisable to
acquire one common share of the Company, issued on a non-flow through basis (each, a “Compensation
Option Share”) at a price of $1.05 per Compensation Option Share, for a period of twenty-four (24) months
following the closing of the Offering.
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 two gold projects in Canada, Clarence Stream, an emerging gold district in
New Brunswick, and Estrades, the former producing, high -grade VMS mine in Quebec. The Company
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began trading on January 4, 2013, after the s uccessful 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 val ue as it
had with Galway Resources.
For further information, please visit www.galwaymetalsinc.com or contact:
Robert Hinchcliffe
President, Chief Executive Officer & Director
Telephone: 1 (800) 771-0680
Cautionary Statement
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news
release.
This News Release includes certain "forward -looking statements" which are not comprised of historical
facts. Forward-looking statements include estimates and statements that describe the Company’s future
plans, objectives or goals, including words to the effect that the Company or management expects a stated
condition or result to occur. Forward -looking statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward -looking
statements are based on assumptions and address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Although these statements are based on information currently
available to the Company, the Company provides no assurance that actual results will meet management’s
expectations. Risks, uncertainties and other factors involved with forward -looking information 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,
but is not limited to, the Company’s objectives, goals or future plans, completion of the Private Placement,
use of proceeds of the Offering, renunciation and tax treatment of the FT Shares, the Closing Date. Factors
that could cause actual results to differ materially from such forward -looking information include, but are
not limited to the inability to complete the Private Placement on the terms as announced or at all, changes
in equity markets, changes in exchange rates, fluctuations in commodity prices capital, operating and
reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration
and development industry, an inability to predict and counteract the effects of COVID -19 on the business
of the Company, including but not limited
to the effects of COVID -19 on the price of commodities, capital market conditions, restrictions on labour
and international travel and supply chains, and those risks set out in the Company’s public documents filed
on SEDAR. Although the Company believes that the assumptions and factors used in preparing the
forward-looking information in this news release are reasonable, undu e 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, whether as a result of new information, future
events or otherwise, other than as required by law.