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Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQB: GALKF) ("Galantas" or the "Company") is pleased to announce that it intends to raise up to $85 million (the "Offering") pursuant to a brokered private placement of up to 154,546,000 units of Galantas (each, a "Unit"), on a "best efforts" agency basis, at a price of $0.55 per Unit (the "Issue Price"). Canaccord Genuity Corp. will act as sole bookrunner and lead agent (the "Agent"), in connection with the Offering.
Each Unit will be comprised of one common share of the Company (a "Galantas Share") and one-half of one Galantas Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Galantas Share for $0.80 for a period of 24 months from the closing date of the Financing. The Galantas Shares and Warrants issuable in connection with the Offering will be subject to a statutory hold period in Canada which extends to four months and one day after the closing of the Offering (the "Hold Period"). Starting effective the day after the Hold Period, in the event that the closing price of the common shares of the Company on the TSX Venture Exchange (the "TSXV") for ten (10) consecutive trading days exceeds $1.00, the Company may, within 5 business days of the occurrence of such event, deliver a notice (including by way of a news release) to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice.
The Company has granted the Agent an option, which will permit the Agent to sell up to 27,273,000 additional Units at the Issue Price for additional gross proceeds of up to $15 million.
The Units will be offer for sale in each of the provinces and territories of Canada in reliance on exemptions from prospectus requirements under applicable securities laws. The Units may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States as may be agreed between Galantas and the Agent, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
The net proceeds from the Offering will be used to fund exploration and development work on the Indiana Gold and Copper Project and the Andacollo Gold Project in Chile, and for general corporate and working capital purposes.
Closing of the Offering is expected to occur on May 28, 2026, or such other date as agreed between the Company and the Agent and is subject to obtaining the required approvals of the TSXV and satisfaction of customary closing conditions.
Certain insiders of the Company are anticipated to participate in the Offering, and such participation by insiders will constitute a related party transaction as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by insiders of the Company will exceed 25% of the Company's market capitalization.
The securities to be offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, 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 Galantas Gold Corporation
Galantas Gold Corporation is a publicly traded gold company focused on the acquisition, development, and advancement of gold and copper assets in stable mining jurisdictions. The Company is currently advancing the Indiana Project in Chile and has entered into a definitive share purchase agreement to acquire the Andacollo Project through the acquisition of Sol, subject to applicable approvals and closing conditions. Galantas' strategy is to build long-term shareholder value through disciplined capital allocation, technically rigorous project evaluation, and responsible development of high-quality mineral assets.
Enquiries
Galantas Gold Corporation
Mario Stifano: Chief Executive Officer
Email: info@galantas.com
Website: www.galantas.com
Telephone: +1 416-848-7744
Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, Elliot Peters
Telephone: +44(0)20 7383 5100
SP Angel Corporate Finance LLP (AIM Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales & Brokering)
Telephone: +44(0)20 3470 0470
ON BEHALF OF THE BOARD OF DIRECTORS
Mario Stifano
Chief Executive Officer and Director
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. Forward-looking information includes, but is not limited to, statements regarding the terms of the Financing, the expected timing for the completion of the Financing, the expected use of proceeds from the Financing.
Forward-looking information is based on the opinions, estimates, assumptions, and expectations of management and the qualified persons as of the date of this news release. Such assumptions include, but are not limited to, assumptions regarding completion of the Offering, receipt of required TSXV approvals, use of proceeds of the Offering, future gold prices, operating and capital costs, infrastructure condition, contractor availability, property access, commercial arrangements with neighbouring property holders and the Company's ability to execute its plans. Forward-looking information is subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking information. These factors and others that could affect Galantas' forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities.
Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except as required by applicable securities laws.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
The Company is admitted to trading on AIM and, accordingly, further disclosure may be found on the Company's profile on the London Stock Exchange website.
The information contained in this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. This information is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. Upon publication of this announcement, this inside information is now considered to be in the public domain.
