TORONTO, April 16, 2014 /CNW/ - Galway Metals Inc.
(TSX-V: GWM) (the "Company") is pleased to announce
that it has completed a non-brokered private placement financing
(the "Financing"), as previously announced on March 31, 2014. The Financing consisted of the
sale of 6,600,000 units (each, a "Unit") at a price of
$0.10 per Unit, with each Unit
consisting of one common share of the Company (each, a
"Share") and one-half of one Share purchase warrant (each
whole such warrant, a "Warrant"), each Warrant entitling the
holder to acquire one additional Share for a period of three years
from the date hereof at a price of $0.15 per Share.
All securities issued pursuant to the Financing are subject to a
statutory hold period of four months from the date hereof.
A total of 4,400,000 Units, representing gross proceeds of
$440,000, were acquired by directors
and senior officers of the Company, including Units acquired by
persons for accounts over which directors and/or senior officers of
the Company have direction and control (the "Insider
Purchases"). The Insider Purchases constituted a 'related party
transaction' under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Financing was approved by all of the
non-interested directors of the Company; the interested directors
(and senior officers) abstained from approval of this matter. The
Insider Purchases are exempt from the valuation and minority
approval requirements of MI 61-101 on the basis that no securities
of the Company are listed or quoted on any specified markets,
namely the Toronto Stock Exchange, the New York Stock Exchange, the
American Stock Exchange, the NASDAQ Stock Market, or a stock
exchange outside of Canada and
the United States other than the
Alternative Investment Market of the London Stock Exchange or the
PLUS market operated by PLUS Markets Group plc, and at the time the
Financing was agreed to, neither the fair market value of the Units
nor the consideration to be received for those Units, insofar as
the Placement involved interested parties, exceeded $2,500,000.
Pursuant to the Financing, Robert
Hinchcliffe (c/o 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5), the President,
Chief Executive Officer and a director of the Company, through an
account controlled by him, subscribed for 4,150,000 Units and
acquired beneficial ownership and control of 4,150,000 Shares and
2,075,000 Warrants. Accordingly, Mr. Hinchcliffe now has beneficial
ownership and control of a combination of Shares and convertible
securities representing an aggregate of 9,146,717 Shares (or
approximately 15.45% of the outstanding Shares on a
partially-diluted basis after completion of the Financing). Mr.
Hinchcliffe has advised the Company that he acquired the Units for
investment purposes and may, depending on market and other
conditions, increase or decrease his beneficial ownership of
securities of the Company.
The Company intends to use the proceeds from the Financing for
exploration expenditures, property acquisitions and general working
capital purposes.
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 of this news release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
This news release contains forward-looking information which is
not comprised of historical facts. Forward-looking information
involves risks, uncertainties and other factors that 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 statements made herein with respect to the
use of proceeds from the Financing. Factors that could cause actual
results to differ materially from such forward-looking information
include, but are not limited to, changes in demand and prices for
minerals; delays in obtaining or failures to obtain required
governmental, environmental or other project or regulatory
approvals; and other risks involved in the mineral exploration and
development industry. Although the Company believes that
management's assumptions used to develop the forward-looking
information in this news release are reasonable, including that,
among other things, the Company's actual use of the proceeds from
the Financing will be as currently contemplated, 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 contained herein, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws.
SOURCE Galway Metals Inc
