Galantas Closes Private Placement
TORONTO, Sept. 26, 2018 - Galantas Gold Corp. (the “Company”), the AIM and TSX Venture Exchange quoted gold producer and explorer with a 100% interest in Northern Ireland’s Omagh gold mine, announces that on September 25, 2018 it has closed the previously announced private placement outlined in the disclosure dated 7th September 2018 (the "Private Placement”), pending delivery of final documentation.
Pursuant to the Private Placement, the Company issued 22,137,619 common shares of no par value ("Common Shares") for gross proceeds of CDN$ 1,571,771 (UK£929,780) (the “Offering”), in line with the terms and proposed price previously outlined. United Kingdom placees have subscribed at a price of UK£0.042 per Common Share. Canadian placees have subscribed at a price of CDN$0.071 per Common Share.
A four month plus one day hold period (“Hold Period”) will apply. The Hold Period will expire on January 26th, 2019. The shares issued pursuant to the Offering will rank pari passu with the existing Common Shares in issue of the Company.
Melquart Ltd, (“Melquart”) a UK based investment institution, subscribed for 11,904,762 Common Shares, which, in addition to the shares it already holds, gives rise to a holding of 19.2% of the Company’s issued Common Shares.
Mr. Ross Beaty (“Beaty”) has subscribed for 2,380,952 Common Shares, which, in addition to the shares he already holds, gives rise to an 17.9% holding.
Mr. Roland Phelps (“Phelps”), President & CEO, Galantas Gold Corp., has subscribed for 4,761,905 Common Shares, which, in addition to the shares he already holds, gives rise to an 18.7% holding.
Beaty, Phelps and Melquart (together, the “Insiders”) are deemed to be related parties of the Company by virtue of being Substantial Shareholders of the Company (as defined in the AIM Rules for Companies). As a consequence, the Directors of the Company (excluding Mr. Phelps) consider, having consulted with their nominated adviser, Grant Thornton UK LLP, that the terms of the Offering to these parties are fair and reasonable insofar as shareholders are concerned.
Additionally, the subscriptions made by the Insiders are related party transactions, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation.
The Company has applied for admission of the Common Shares in connection with the Offering to trading on the AIM market of the London Stock Exchange (“Admission”) with Admission expected to occur on or around 1 October 2018.
Following Admission and the closing, Galantas Gold Corp.’s Issued and Outstanding Common Shares will total 209,686,805.
Finders fees paid in connection with the Offering were a total of CDN$53,657 (£31,741).
The net proceeds raised by the Offering are intended to be used for working capital purposes and to continue underground development at the Omagh gold mine.
Roland Phelps, President & CEO, Galantas Gold Corp., said, “I am delighted to welcome the continued support from our shareholders. The funding allows us to continue the underground development of the Omagh gold-mine. The Kearney vein has been accessed and limited mill feed is being produced from vein development.
Safety remains a top priority. Conscious to maintain the record of zero lost time accidents, investments continue to be made in safety related matters, including training, equipment and infrastructure.
A new drill rig is operational and the delivery of new loading equipment is anticipated in October. The specification of the new loader is anticipated to lead to productivity improvements when operating within vein developments. The main access tunnel (decline) continues to be developed towards lower levels. Two larger, 14 tonne capacity, used loaders have been purchased for use in developing the decline. One has been refurbished in-house and is in operation.”
Neither 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 or accuracy of this release.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
Enquiries : Galantas Gold Corp.
L. Jack Gunter P.Eng – Chairman, Roland Phelps C.Eng – President & CEO
Email: info@galantas.com Telephone: (UK) +44 (0) 2882 241100
Website: www.galantas.com
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett, Richard Tonthat, Harrison Clarke: Telephone: +44(0)20 7383 5100
Whitman Howard Ltd (Broker & Corporate Adviser)
Nick Lovering, Grant Barker: Telephone: +44(0)20 7659 1234
(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: Reason for the notification | Roland Phelps |
| 2. | ||
| a) | Position/status: | President and Chief Executive Officer and Director |
| 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 Corp. |
| 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 instrument | Common Shares of nil par value |
| Identification Code | ||
| ISIN: CA36315W2022 | ||
| b) | Nature of the transaction | Purchase of shares in a private placement |
| c) | Price(s) and volume | £0.042 4,761,905 shares |
| d) | Aggregated information | 4,761,905 shares purchased at £0.042 per share |
| e) | Date of the transaction | 25th September 2018 |
| f) | Place of the transaction | Outside a trading venue |
