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TORONTO, ON / ACCESS Newswire / October 14, 2026 / Galway Metals Inc. (TSX-V:GWM)(OTCQB:GAYMF) ("Galway Metals" or the "Company") is pleased to announce that it has closed its previously announced brokered "best efforts" private placement offering, pursuant to which the Company has issued 19,437,000 flow-through units of the Company (each, a "FT Unit") at a price of $0.72 per FT Unit (the "Issue price") for aggregate gross proceeds to the Company of approximately $14 million (the "Offering"). The FT Units were issued pursuant to applicable exemptions from the prospectus requirements under Canadian securities laws. Beacon Securities Limited acted as sole agent in connection with the Offering.
Each FT Unit consists of one common share in the capital of the Company (a "FT Share") and one common share purchase warrant (a "Warrant"), with each FT Share and Warrant comprising each FT Unit qualifying as a "flow-through share" for the purposes of the Income Tax Act (Canada) (the "Tax Act"). Each Warrant entitles the holder thereof to acquire one non-flow-through common share (a "Warrant Share") at a price per Warrant Share of $0.80 for a period of 36 months from the closing of the Offering.
An amount equal to the gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Tax Act (the "Qualifying Expenditures") related to the Company's Clarence Stream gold project in New Brunswick, Canada on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2026.
As a result of his participation in the Offering, leading strategic investor Michael Gentile now holds approximately 10.94% of the issued and outstanding common shares (approximately 19.72% assuming exercise of the Warrants comprising his FT Units). In connection with the Offering, Mr. Gentile has agreed to enter into a 12-month lock-up agreement pursuant to which, among other things, he may not sell, offer, or grant options to purchase any of the securities purchased in the Offering.
The securities issued pursuant to the Offering are subject to a hold period under Canadian securities laws of four months after the closing of the Offering.
In consideration for services provided in connection with the Offering, the Company paid the Agent a cash commission of $606,434.40.
Closing of the Offering is subject to the final acceptance of the TSX Venture Exchange.
Early Warning Disclosure
Immediately prior to the Offering, Mr. Gentile did not beneficially own or control, directly or indirectly, any securities of the Company.
Immediately following the closing of the Offering, Mr. Gentile beneficially owns or controls 17,150,000 common shares and 17,150,000 warrants of the Company, representing approximately 10.94% of the issued and outstanding common shares (approximately 19.72% assuming exercise of the Warrants comprising his FT Units).
Mr. Gentile acquired the FT Units for investment purposes. Depending on market conditions, his view of the Company's prospects, and other relevant factors, Mr. Gentile may, from time to time, acquire additional securities, dispose of some or all of the existing securities, or may continue to hold the securities. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Gentile will be filing an early warning report related to his acquisition of the FT Units, containing additional information omitted from this news release, under the Company's SEDAR+ profile at www.sedarplus.ca.
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 the existing resource is open in virtually all directions. Galway Metals holds a 90% participating interest in the Estrades Project, a former producing high-grade, gold-rich polymetallic VMS mine in the northern Abitibi of western Québec. 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: 1-800-501-4808
Website: www.galwaymetalsinc.com
Email: info@galwaymetalsinc.com
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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 TSX Venture 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 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, statements about the tax treatment of the FT Units issued in the Offering, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds of the Offering, the final acceptance of the TSXV and Mr. Gentile's future intentions with respect to the acquisition, disposition or continued holding of securities of the Company. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, 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, 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, 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.
SOURCE: Galway Metals
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