GALANE
GOLD CONFIRMS
THE PRICING OF THE THREE
YEAR FULL
WARRANT FOR THE ANNOUNCED
$9.0
MILLION
PRIVATE PLACEMENT WHICH
HAS A LEAD
ORDER COMMITMENT FROM PALISADES GOLDCORP
TORONTO, ONTARIO -
March 22, 2021 -- InvestorsHub
NewsWire -- Galane Gold Ltd. ("Galane Gold" or the "Company")
(TSX-V: 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.
Not for
distribution to U.S. newswire services or for dissemination
in the
United States.
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.
For further
information please contact:
Nick Brodie
CEO, Galane Gold Ltd.
+ 44 7905 089878
Nick.Brodie@GalaneGold.com
www.GalaneGold.com
43902535.3
