Galantas Gold Announces Up to US$3.0 Million Private Placement of Unsecured Convertible Debentures
November 09 2023 - 1:00AM
Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQX: GALKF)
("Galantas" or the "Company") is pleased to announce the terms of a
proposed non-brokered private placement of up to US$3.0 million
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 Company anticipates that the
closing of the Offering will occur on or about November 30, 2023
(the "Closing Date").
The net proceeds of the Offering are expected to
be used for exploration and development, working capital and for
general corporate purposes.
Each Debenture will be 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"), being the equivalent
of a conversion price of C$0.35 per Conversion Share, at any time
prior to 5:00 p.m. (Toronto time) on the last business day
immediately preceding the date that is 36 months following the
Closing Date (the "Maturity Date"). 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. 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.
Interest on the principal amount outstanding
under each Debenture shall accrue during the period commencing on
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. 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 first
Interest Period, 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.
The Debentures will be offered for sale by way
of private placement in each of the provinces and territories of
Canada pursuant to applicable exemptions from the prospectus
requirements under applicable Canadian securities laws. The
Debentures 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
provided that no prospectus filing or comparable obligation arises
in such other jurisdiction.
In connection with the Offering, certain finders
may receive from the Company: (i) a cash finder's fee payment equal
to 5.0% of the gross proceeds raised under the Offering from
subscribers introduced to the Company by such finder; and (ii) such
number of non-transferable finder's warrants ("Finder Warrants") as
is equal to 5.0% of the maximum number of Conversion Shares
issuable under the Debentures sold under the Offering to
subscribers introduced to the Company by such finder. Each Finder
Warrant will be exercisable to acquire one common share in the
capital of the Company at the Conversion Price at any time on or
before that date which is 36 months following the Closing Date.
The Offering remains subject to the acceptance
of the TSXV. The securities issued pursuant to the Offering will be
subject to a four-month hold period under applicable Canadian
securities laws.
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.
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 terms of the Offering, the use of
proceeds of the Offering, the timing and ability of the Company to
close the Offering (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 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.
SPDR SSgA Global Allocat... (AMEX:GAL)
Historical Stock Chart
From Dec 2024 to Jan 2025
SPDR SSgA Global Allocat... (AMEX:GAL)
Historical Stock Chart
From Jan 2024 to Jan 2025