Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQX: GALKF)
("Galantas" or the "Company") is pleased to announce the closing of
its previously announced non-brokered private placement, pursuant
to which the Company sold US$2,627,000 aggregate principal amount
of unsecured convertible debentures of the Company (the
"Debentures"), in the principal amount of US$1,000 per Debenture
(the "Offering"). The net proceeds of the Offering are expected to
be used for exploration and development, working capital and for
general corporate purposes.
Each Debenture is convertible at the option of
the holder thereof into common shares in the capital of the Company
(the "Conversion Shares") at a conversion price of US$0.255 per
Conversion Share (the "Conversion Price") at any time prior to 5:00
p.m. (Toronto time) on the last business day immediately preceding
December 20, 2026 (the "Maturity Date"). In accordance with the
terms of the Debentures, if, at any time following the issuance of
the Debentures, the closing price of the common shares of the
Company on the TSX Venture Exchange (the "TSXV") equals or exceeds
C$0.70 per common share for 10 consecutive trading days or more,
the Company may elect to convert all but not less than all of the
outstanding principal amount of the Debentures into Conversion
Shares at the Conversion Price, upon giving the holders of the
Debentures not less than 30 calendar days advance written notice.
On the Maturity Date, any outstanding principal amount of
Debentures plus any accrued and unpaid interest thereon shall be
repaid by the Company in cash.
Interest on the principal amount outstanding
under each Debenture shall accrue during the period commencing on
the date hereof (the "Closing Date") until the Maturity Date and
shall be payable in cash on an annual basis on December 31st of
each year (each, an "Interest Payment Date"); provided, however,
that the first Interest Payment Date shall be December 31, 2024.
Each Debenture shall bear interest at a minimum interest rate of
10% per annum (the "Base Interest Rate"). During each interest
period (an "Interest Period"), being the period commencing on the
Closing Date to but excluding the first Interest Payment Date and
thereafter the period from and including an Interest Payment Date
to but excluding the next Interest Payment Date or other applicable
payment date, the Base Interest Rate will be adjusted based on a
gold price of US$2,000 per ounce, with the Base Interest Rate being
increased by 1% per annum for each US$100 in which the average gold
price for such Interest Period exceeds US$2,000 per ounce, up to a
maximum interest rate of 30% per annum; provided, however, that,
without the prior acceptance of the TSXV, the average interest rate
shall not exceed 24% per annum during the term of the Debentures.
Any adjustment to the Base Interest Rate in respect of an Interest
Period shall be calculated based on the average gold price quoted
by the London Bullion Market Association, being the LBMA Gold Price
PM, in respect of the Interest Period ending on December 31, 2024,
from the Closing Date to and including December 15, 2024, and for
each subsequent Interest Period, from January 1st to and including
December 15th of that year or 15 days prior to the applicable
payment date.
In connection with the Offering, the Company
paid a cash finder's fee of US$40,500 and issued 158,823
non-transferable finder's warrants ("Finder Warrants") to Canaccord
Genuity Corp. in consideration for providing certain finder
services to the Company under the Offering. Each Finder Warrant is
exercisable to acquire one common share in the capital of the
Company at an exercise price of C$0.35 per common share at any time
on or before December 20, 2026.
In connection with the Offering, Ocean Partners
UK Ltd. acquired US$875,000 aggregate principal amount of
Debentures.
The Offering remains subject to the final
acceptance of the TSXV. The securities issued pursuant to the
Offering are subject to a four-month hold period under applicable
Canadian securities laws which will expire on April 21, 2024.
The securities offered have not been, nor will
they be, registered under the United States Securities Act of 1933,
as amended, or any state securities law, and may not be offered or
sold in the United States absent registration or an exemption from
such registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
Debt Settlement Transaction
The Company is also pleased to announce the
terms of a proposed debt settlement transaction (the "Debt
Settlement") with an arm's length creditor of the Company pursuant
to which the Company intends to settle approximately US$2,712,000
of indebtedness through the issuance of US$2,712,000 aggregate
principal amount of Debentures on substantially the same terms as
the Debentures issued under the Offering.
Closing of the Debt Settlement is expected to
occur on or about December 29, 2023, and remains subject to certain
closing conditions including, but not limited to, the receipt of
all necessary approvals, including the conditional acceptance of
the TSXV. The securities issued pursuant to the Debt Settlement
will be subject to a four-month hold period under applicable
Canadian securities laws.
61-101 Disclosure
In connection with the Offering, Melquart Ltd.
("Melquart") subscribed for US$875,000 aggregate principal of
Debentures. Melquart is a "related party" of the Company by virtue
of being a control person of the Company within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). Accordingly, the
participation of Melquart in the Offering constitutes a "related
party transaction" for purposes of MI 61-101. The Company has
completed the Offering in reliance on exemptions from the formal
valuation and minority approval requirements of MI 61-101. The
Company is exempt from the formal valuation requirement in Section
5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as no
securities of the Company are listed or quoted on a specified
market under MI 61-101. Additionally, the Company is exempt from
the minority approval requirement in Section 5.6 of MI 61-101 in
reliance on Section 5.7(1)(a) of MI 61-101 as neither the fair
market value of the subject matter of, nor the fair market value of
the consideration for, the Offering, insofar as it involves
"interested parties", exceeds 25% of the Company's market
capitalization as calculated in accordance with MI 61-101. The
Company did not file a material change report more than 21 days
before the expected closing date of the Offering as the
participation therein by Melquart was not confirmed until shortly
prior to closing, and the Company wished to close the Offering as
expeditiously as possible.
Melquart is also deemed a related party of the
Company by virtue of being a Substantial Shareholder of the Company
as defined in the AIM Rules for Companies. As a consequence, the
Directors of the Company consider, having consulted with their
nominated adviser, Grant Thornton UK LLP, that the terms of
Melquart's involvement in the Offering are fair and reasonable
insofar as shareholders are concerned.
About Galantas Gold
Corporation
Galantas Gold Corporation is a Canadian public
company that trades on the TSXV and the London Stock Exchange AIM
market, both under the symbol GAL. It also trades on the OTCQX
Exchange under the symbol GALKF. The Company's strategy is to
create shareholder value by operating and expanding gold production
and resources at the Omagh Project in Northern Ireland, and
exploring the Gairloch Project hosting the Kerry Road gold-bearing
VMS deposit in Scotland.
Enquiries
Galantas Gold CorporationMario Stifano: Chief
Executive OfficerEmail: info@galantas.comWebsite:
www.galantas.comTelephone: +44(0)28 8224 1100
Grant Thornton UK LLP (AIM Nomad)Philip Secrett,
Harrison Clarke, Enzo Aliaj Telephone: +44(0)20 7383 5100
SP Angel Corporate Finance LLP (AIM Broker)David
Hignell, Charlie Bouverat (Corporate Finance)Grant Barker (Sales
& Broking) Telephone: +44(0)20 3470 0470
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws, including the use of proceeds of the Offering, the
terms of the Debt Settlement, the timing and ability of the Company
to close the Debt Settlement (if at all) and on the terms
announced, the timing and ability of the Company to receive
necessary regulatory approvals in respect of the Offering and the
Debt Settlement, and the plans, operations and prospects of the
Company. Forward-looking statements are based on estimates and
assumptions made by Galantas in light of its experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that Galantas
believes are appropriate in the circumstances. Many factors could
cause Galantas' actual results, the performance or achievements to
differ materially from those expressed or implied by the forward
looking statements or strategy, including: gold price volatility;
discrepancies between actual and estimated production, actual and
estimated metallurgical recoveries and throughputs; mining
operational risk, geological uncertainties; regulatory
restrictions, including environmental regulatory restrictions and
liability; risks of sovereign involvement; speculative nature of
gold exploration; dilution; competition; loss of or availability of
key employees; additional funding requirements; uncertainties
regarding planning and other permitting issues; and defective title
to mineral claims or property. 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. These factors should be considered carefully, and
persons reviewing this news release should not place undue reliance
on forward-looking statements. Galantas has no intention and
undertakes no obligation to update or revise any forward-looking
statements in this news release, except as required by law.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
The information contained within 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 (the "UK MAR") which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. The
information is disclosed in accordance with the Company's
obligations under Article 17 of the UK MAR. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
(UK) DEALING NOTIFICATION
FORM FOR USE BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY ASSOCIATED
PERSONS
1. |
Details of the person discharging managerial
responsibilities/person closely associated |
a) |
Name: |
Ocean Partners UK Ltd |
2. |
Reason for the notification |
a) |
Position/status: |
Ocean Partners UK Ltd is a person closely associated with Brent
Omland, a Director of Galantas |
b) |
Initial notification/Amendment: |
Initial Notification |
3. |
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor |
a) |
Name: |
Galantas Gold Corporation |
b) |
LEI: |
LEI: 213800JKVPLLKO4KVB93 |
4. |
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument type of
instrumentIdentification Code |
DebenturesN/A |
b) |
Nature of the transaction |
Private Placement of Debentures |
c) |
Price(s) and volume |
Price |
|
Volume |
|
|
|
|
|
|
|
US$1,000 |
|
875 |
|
|
|
d) |
Aggregated information |
N/A single transaction |
e) |
Date of the transaction |
December 20, 2023 |
f) |
Place of the transaction |
Outside of a trading venue |
|
|
|
|
|
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