Galway Metals Inc. Announces Closing of $3.37 Million Non-Brokered Private Placement; Four Insiders Participate
Galway Metals Inc. Announces Closing of $3.37 Million Non-Brokered Private Placement; Four
Insiders Participate
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
(Toronto, Ontario, December 21, 2018) – Galway Metals Inc. (TSX -V: GWM) (the “Company ”) is
pleased to announce that, further to its news release dated November 30, 2018, it has completed a non-
brokered private placement (the “Offering”). As a result of increased demand, the Company increased the
size of the offering from up to $3,000,000 to $3,367,090. The Offering consisted of the sale of : (i)
2,826,086 Québec flow -through shares (“ QC FT Shares”) at a price of $0.23 per QC FT Share ; (ii)
5,600,000 federal flow-through shares (“FT Shares”) at a price of $0.20 per FT Share; and (iii) 9,394,636
hard-dollar common shares (“HD Shares”) at a price of $0.17 per HD Share , for a ggregate gross
proceeds of $3,367,090.
Each HD Share consists of one common share in the capital stock of the Company (“ Common Share”).
Each QC FT Share and each FT Share consist of one Common Share issued on a flow -through basis
within the meaning of the Income Tax Act (Canada) (“Tax Act”).
Proceeds of the Offering will be used for exploration on the Company’s Clarence Stream gold property
located in south- western New Brunswi ck and on th e Estrades polymetallic property located in the
northern Abitibi of western Québec, and for working capital purposes.
Gross proceeds received by the Company from the sale of FT Shares and QC FT Shares will be used to
incur “Canadian Exploration Expenses ” that are “flow-through” mining expenditures (as such term s are
defined in the Tax Act , and in the case of QC FT Shares, the Taxation Act (Québec)) on the Company’s
properties in Québec. Such gross proceeds will be renounced to the subscribers with an effective date no
later than December 31, 2020, in the aggregate amount of not less than the total amount of the gross
proceeds raised from the issue of FT Shares or QC FT Shares, as applicable.
The Offering is subject to the receipt of all necessary regulatory approvals, including final acceptance of
the TSX Venture Exchange (the “Exchange”). In connection with the Offering, the Company has agreed
to pay a commission of $64,590, in accordance with the rules of the Exchange.
Related Party Transaction
In connection with the Offering , Joseph Cartafalsa has acquired 294,117 HD Shares , Larry Strauss has
acquired 275,000 HD Shares, Mari Trowbridge has acquired 147,058 HD Shares, and Robert Hinchcliffe
has acquired 588,235 HD Shares. These are “related party transactions” as such term is defined by
Multilateral Instrument 61- 101 - Protection of Minorit y Security Holders in Special Transactions (“MI
61-101”), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and
minority shareholder approval of, the “related party transactions”. The Company is relying on an
exemption from the formal valuation and minority shareholder approval requirements set out in MI 61 -
101 as the fair market value of the participation in the Offering by Robert Hinchcliffe, Larry Strauss, Mari
Trowbridge, and Joseph Cartafalsa does not exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101.
The securities issued pursuant to the Offering will have a hold period of four months and one day from
the closing date.
For further information, please contact:
Galway Metals Inc.
82 Richmond Street East, Suite 200 Tel: 800-771-0680
Toronto, ON M5C 1P1 Fax: 416-361-0923
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, securitie s
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 opportuni ties
to differ materially fro m 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, 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 mineral 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 acqui re 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 C ompany 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 contained herein, whether as a result of new
information, future events or otherwise, except as required by applicable securities laws.