Galway Metals Announces Closing of Brokered LIFE Offering for Gross Proceeds of C$11.5 Million and a Separate Non-Brokered Private Placement for Gross Proceeds of Approximately C$462,000
Galway Metals Inc.
82 Richmond Street East, Toronto, Ontario, M5C 1P1
TSXV – GWM
OTCQB – GAYMF
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NEWS RELEASE
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Galway Metals Announces Closing of Brokered LIFE Offering for
Gross Proceeds of C$11.5 Million and a Separate Non-Brokered
Private Placement for Gross Proceeds of Approximately C$462,000
(Toronto, Ontario, December 10, 2025) – Galway Metals Inc. (TSX-V: GWM) (the "Company" or
“Galway”) is pleased to announce the closing of its previously announced “best efforts” private
placement (the “Offering”) for aggregate gross proceeds of approximately C$11,500,000, which
includes the exercise in full of the agent’s option. Pursuant to the Offering, the Company sold (i)
4,629,630 units of the Company (each, a "Unit") at a price of C$0.54 per Unit (the "Unit Price")
and (ii) 11,920,530 flow-through units of the Company that were sold to charitable purchasers
(each, a "Charity FT Unit", and collectively with the Units, the “Offered Securities”) at a price of
C$0.755 per Charity FT Unit. Red Cloud Securities Inc. (“ Red Cloud”) acted as sole agent and
bookrunner in connection with the Offering.
Each Unit consists of one common share of the Company (a “ Unit Share”) and one-half of one
common share purchase warrant (each whole warrant, a “ Warrant”). Each Charity FT Unit
consists of one common share of the Company issued as a “flow -through share” within the
meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half
of one Warrant, which will also qualify as a “flow-through share” within the meaning of subsection
66(15) of the Income Tax Act (Canada). Each Warrant entitle s the holder to purchase one
common share of the Company (each, a “Warrant Share”) at a price of C$0.80 at any time on or
before December 10, 2028.
The Company intends to use the net proceeds from the Offering for the exploration and
advancement of the Company’s Clarence Stream gold project located in New Brunswick as well
as for working capital and general corporate purposes, as is more fully described in the Offering
Document (as herein defined).
The gross proceeds from the sale of FT Shares will be used by the Company 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 ”) related to the
Company’s Clarence Stream gold p roject on or before December 31, 2026. All Qualifying
Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective
December 31, 2025.
In accordance with National Instrument 45 -106 - Prospectus Exemptions (“NI 45 -106”), the
Offered Securities were sold to Canadian purchasers pursuant to the listed issuer financing
exemption under Part 5A of NI 45 -106, as amended by Coordinated Blanket Order 45 -935 –
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption . The securities
Galway Metals Inc.
82 Richmond Street East, Toronto, Ontario, M5C 1P1
TSXV – GWM
OTCQB – GAYMF
2
issued from the sale of the Offered Securities are immediately freely tradeable in accordance with
applicable Canadian securities legislation for Offered Securities sold to purchasers resident in
Canada.
As consideration for their services, Red Cloud received aggregate cash fees of approximately
C$690,000 and 993,009 non-transferable common share purchase warrants (the “ Broker
Warrants”). Each Broker Warrant is exercisable into one common share of the Company at the
Unit Price at any time on or before December 10, 2028.
There is an offering document (the “ Offering Document”) related to the Offering that can be
accessed under the Company ’s profile at www.sedarplus.ca and on the Company ’s website at
www.galwaymetalsinc.com.
The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.
The Company is also pleased to announce that it intends to complete a separate non -brokered
private placement for the sale of up to 855,370 units of the Company (each, a “ NB Unit”) at a
price of C$0.54 per NB U nit for gross proceeds of up to C$461,899.80 (the “ Subsequent
Offering”). Each NB Unit in the Subsequent Offering will consist of one common share in the
capital of the Company and one-half of one transferable common share purchase warrant (each
whole warrant, a “ NB Warrant”). Each whole NB Warrant will entitle the holder to purchase one
common share of the Company at a price of C$0.80 per share at any time on or before the date
that is 36 months following the closing of the Subsequent Offering. The Company is planning to
close the Subsequent Offering on December 11, 2025, which will be subject to final acceptance
of the TSXV.
The securities to be offered pursuant to the Offering have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any
U.S. state securities laws, and may not be offered or sold in the United States or to, or for the
account or benefit of, United States persons absent registration or any applicable exemption from
the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities
in the United 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 a Canadian mineral exploration and development company focused on
advancing its 100% -owned, high-grade, open-pitable flagship Clarence Stream gold project in
southwest New Brunswick. Clarence Stream is an emerging gold district with an exploration strike
length of approximately 65 kilometres and widths of up to 28 kilometres in certain areas. Galway
Metals also has 100% -ownership in the Estrades project, a former producing high -grade, gold-
rich polymetallic VMS mine in the northern Abitibi of western Quebec. Led by a management team
with a proven track -record of creating shareholder value having sold Galway Resources for
US$340 million, Galway Metals is focused on creating value for all its stakeholders.
For additional Information on Galway Metals Inc., Please contact:
Robert Hinchcliffe President & Chief Executive Officer
Telephone: 1-800-771-0680
Email: [email protected]
Website: www.galwaymetalsinc.com
Galway Metals Inc.
82 Richmond Street East, Toronto, Ontario, M5C 1P1
TSXV – GWM
OTCQB – GAYMF
3
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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 Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy
of this news release. No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
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 e ffect 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 fr om those
expressed or implied by such forward -looking information. Forward looking information in this
news release includes, but is not limited to, statements regarding the Offering receiving final
approval by the TSX Venture Exchange, the intended use of proceeds of the Offering , the tax
treatment of the FT Shares , as well as the terms and completion of the Subsequent Offering .
Factors that could cause actual results to differ materially from such forward -looking information
include, but are not limited t o changes in economic conditions or financial markets, political and
competitive developments, operation or exploration difficulties, 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 eff ects 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 ass umptions and factors used in preparing the forward -looking
information in this news release are reasonable, 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, whether as a result
of new information, future events or otherwise, other than as required by law.