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TORONTO, March 22, 2021 /CNW/ - Galane Gold Ltd. ("Galane
Gold" or the "Company") (TSXV: GG) (OTCQB: GGGOF) is pleased to
provide an update in respect of its previously announced
C$9.0 million private placement
(the "Offering") of subscription receipts of the Company (the
"Subscription Receipts") in connection with the Company's binding
offer to acquire ("the Acquisition"), through a wholly-owned
subsidiary, the Summit Mine and the infrastructure constituting the
Banner Mill in New Mexico from
Pyramid Peak Mining, LLC, a wholly owned subsidiary of Waterton
Precious Metals Fund II Cayman, LP.
In connection with the Offering, the Company has determined that
the common share purchase warrants of Galane (the "SR Warrants")
issuable on conversion of the Subscription Receipts will be
exercisable at a price of $0.30 per
common share for a period of three years following Closing of the
Acquisition.
The Offering shall consist of the issuance of up to
40,909,090 Subscription Receipts at a price
of C$0.22 per Subscription Receipt (the "Issue Price")
for aggregate gross proceeds of up to C$9.0 million. Canaccord Genuity, on behalf
of a syndicate of agents, including Mackie Research Capital
Corporation (the "Agents") shall have the option (the "Agents'
Option"), exercisable until the closing of the Offering, to sell up
to an additional 6,136,364 Subscription Receipts at the Issue Price
for additional gross proceeds to the Company of up
to C$1.35 million. Palisades Goldcorp Ltd.
("Palisades") has committed to place a lead order in the
Offering.
Each Subscription Receipt will entitle the holder thereof to
receive one common share of Galane, and SR Warrant, without any
further action on the part of the holder and without payment of
additional consideration, upon satisfaction of the escrow release
conditions including the satisfaction of all conditions precedent
to completing the Acquisition.
The aggregate gross proceeds of the Offering, less 50% of the
Agents' commission and certain expenses of the Offering, will be
held in escrow pending closing of the Acquisition. In the event
that the Acquisition is not completed within 60 days
after of the closing of the Offering, the escrow agent shall return
to the holders of the Subscription Receipts an amount equal to the
aggregate purchase price paid for the Subscription Receipts held by
each holder.
The net proceeds of the Offering will be used to fund the
initial cash consideration payable in connection with the
Acquisition. The Offering is expected to close on or about
April 8, 2021, and is subject to
customary regulatory and stock exchange approvals, including
approval of the TSXV.
For further details on the Offering and the Acquisition, please
see the Company's press release dated March
16, 2021.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the
United States. The securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Galane Gold
Galane Gold is an un-hedged gold
producer and explorer with mining operations and exploration
tenements in Botswana and
South Africa. Galane Gold is a public company and its shares
are quoted on the TSXV under the symbol "GG" and the OTCQB under
the symbol "GGGOF". Galane Gold's
management team is comprised of senior mining professionals with
extensive experience in managing mining and processing operations
and large-scale exploration programmes. Galane Gold is committed to operating at
world-class standards and is focused on the safety of its
employees, respecting the environment, and contributing to the
communities in which it operates.
About Palisades Goldcorp
Palisades Goldcorp is Canada's
resource focused merchant bank. Palisades' management team has a
demonstrated track record of making money and is backed by many of
the industry's most notable financiers. With junior resource
equities valued at generational lows, management believes the
sector is on the cusp of a major bull market move. Palisades is
positioning itself with significant stakes in undervalued companies
and assets with the goal of generating superior returns.
Cautionary Notes
Certain statements contained in this press release constitute
"forward-looking statements". All statements other than statements
of historical fact contained in this press release, including,
without limitation, those regarding the closing of the Acquisition
and the Offering, obtaining customary governmental, regulatory
and stock exchange approvals including that of the TSXV for the
Acquisition and the Offering, the use of proceeds of the Offering,
the participation of Palisades in the Offering, technical,
financial and business prospects of the Company, future financial
position and results of operations, strategy, proposed
acquisitions, plans, objectives, goals and targets, and any
statements preceded by, followed by or that include the words
"believe", "expect", "aim", "intend", "plan", "continue", "will",
"may", "would", "anticipate", "estimate", "forecast", "predict",
"project", "seek", "should" or similar expressions or the negative
thereof, are forward-looking statements. These statements are not
historical facts but instead represent only the Company's
expectations, estimates and projections regarding future events.
These statements are not guarantees of future performance and
involve assumptions, risks and uncertainties that are difficult to
predict. Therefore, actual results may differ materially from what
is expressed, implied or forecasted in such forward-looking
statements.
Additional factors that could cause actual results, performance
or achievements to differ materially include, but are not limited
to: the Company's dependence on two mineral projects; gold price
volatility; risks associated with the conduct of the Company's
mining activities in Botswana and
South Africa; regulatory, consent
or permitting delays; risks relating to the Company's exploration,
development and mining activities being situated in Botswana and South
Africa; risks relating to reliance on the Company's
management team and outside contractors; risks regarding mineral
resources and reserves; the Company's inability to obtain insurance
to cover all risks, on a commercially reasonable basis or at all;
currency fluctuations; risks regarding the failure to generate
sufficient cash flow from operations; risks relating to project
financing and equity issuances; risks arising from the Company's
fair value estimates with respect to the carrying amount of mineral
interests; mining tax regimes; risks arising from holding
derivative instruments; the Company's need to replace reserves
depleted by production; risks and unknowns inherent in all mining
projects, including the inaccuracy of reserves and resources,
metallurgical recoveries and capital and operating costs of such
projects; contests over title to properties, particularly title to
undeveloped properties; laws and regulations governing the
environment, health and safety; the ability of the communities in
which the Company operates to manage and cope with the implications
of COVID-19; the economic and financial implications of COVID-19 to
the Company; operating or technical difficulties in connection with
mining or development activities; lack of infrastructure; employee
relations, labour unrest or unavailability; health risks in
Africa; the Company's interactions
with surrounding communities and artisanal miners; the Company's
ability to successfully integrate acquired assets; risks related to
restarting production; the speculative nature of exploration and
development, including the risks of diminishing quantities or
grades of reserves; development of the Company's exploration
properties into commercially viable mines; stock market volatility;
conflicts of interest among certain directors and officers; lack of
liquidity for shareholders of the Company; risks related to the
market perception of junior gold companies; and litigation risk.
Management provides forward-looking statements because it believes
they provide useful information to investors when considering their
investment objectives and cautions investors not to place undue
reliance on forward-looking information. Consequently, all of the
forward-looking statements made in this press release are qualified
by these cautionary statements and other cautionary statements or
factors contained herein, and there can be no assurance that the
actual results or developments will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company. These forward-looking
statements are made as of the date of this press release and the
Company assumes no obligation to update or revise them to reflect
subsequent information, events or circumstances or otherwise,
except as required by law.
Neither the 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
release.
SOURCE Galane Gold Ltd.
