NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES.
TORONTO, Nov. 19, 2025 (GLOBE NEWSWIRE) — Galway Metals Inc. (TSX-V: GWM) (“Company” or “Galway“) is pleased to announce that we have entered into an agreement with Red Cloud Securities Inc. (“Red Cloud“) act as sole agent and bookrunner in connection with the private placement “to the best efforts” (“Market offer“) for aggregate gross proceeds of up to C$10,000,000.55 from the sale of (i) 3,703,704 units of the Company (each, “Unit“) priced at C$0.54 per unit (“Unit price“) and (ii) 10,596,027 pass-through shares of the Company to be sold to charitable purchasers (each, “FT Charity Division“, and together with the Divisions, “Securities offered“) priced at C$0.755 per Charity FT unit.
Each unit will consist of one common share of the Company (“Unit share“) and one-half of one common share purchase warrant (each whole warrant is “Order“). Each FT Charity Unit will consist of one ordinary share of the Company, which will be issued as a “pass-through share” within the meaning of subsection 66(15). Income Tax Law (Canada) (each, “FT Share“) and one-half of one warrant. Each warrant entitles the holder to purchase one common share of the Company (each – “Share warrant“) at a price of C$0.80 at any time on or before that date, which is 36 months after the Closing Date (as defined herein).
The Company also grants Red Cloud an option, exercisable in whole or in part no later than 48 hours prior to the closing of the Trading Offer, to sell up to an additional C$1,500,000 in any combination of Units and Charity FT Units at the applicable offer prices (“Agent option“). The Market Offer and the securities issued upon exercise of the Agent's Option are collectively referred to as “Offer“
The Company intends to use the net proceeds from the Offering for the exploration and advancement of the Company's Clarence Stream gold project located in New Brunswick and for working capital and general corporate purposes as more fully described in the Offering Document (as defined herein).
The gross proceeds from the sale of the FT Shares will be used by the Company to defray eligible “Canadian exploration expenses”, which qualifies as “flowing mining expenses” as both terms are defined in Income Tax Law (Canada) (“Qualifying Expenses“) associated with the Company's Clarence Stream gold project, no later than December 31, 2026. All applicable charges will be waived for the benefit of Charity FT Units subscribers from 31 December 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Exceptions from the prospectus (“IS 45-106“”), The securities offered will be offered for sale to purchasers located in the provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan pursuant to the listed issuer's financing exemption under Part 5A of NI 45-106, as amended by Coordinated General Order 45-935 – Exemptions from certain conditions of a listed issuer's exemption from financing. The securities issued pursuant to the sale of the Offering Securities are expected to immediately become freely tradable under applicable Canadian securities laws for the Offering Securities sold to Canadian resident purchasers. Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exceptions to the United States registration requirements. Securities Act of 1933.as amended (“US Securities Law“).
There is an offer document (“Offer document“) associated with the Offering, which can be accessed through the Company's profile at www.sedarplus.ca and on the Company's website at www.galwaymetalsinc.com. Prospective investors should read this Offering Document before making an investment decision.
The offering is expected to close on December 10, 2025 or such other date mutually agreed upon by the Company and Red Cloud (“Closing date“). Completion of the Offering is subject to certain conditions, including, without limitation, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act or any United States state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the United States Securities Act and applicable United States state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, nor is there any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Galway Metals Inc.
Galway Metals is a Canadian mineral exploration and development company focused on advancing its 100% high-grade flagship open-pit gold project, Clarence Stream, in southwest New Brunswick. Clarence Stream is a developing gold district with an exploration area of approximately 65 kilometers long and up to 28 kilometers wide in some areas. Galway Metals also has a 100% interest in the Estrades Project, a former high-grade, gold-rich VMS polymetallic deposit in northern Abitibi in western Quebec. Led by a management team with a proven track record of creating shareholder value following the sale of Galway Resources for US$340 million, Galway Metals is focused on creating value for all its stakeholders.
For more information about Galway Metals Inc. contact:
Robert Hinchcliffe, President and CEO
Phone: 1-800-771-0680
E-mail: [email protected]
Website: www.galwaymetalsinc.com.
Find us on Facebook, Twitter or LinkedIn.
Warning Statement
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
This press release contains certain “forward-looking statements” that are not based on historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, goals or objectives, including statements that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by terms such as “believes,” “expects,” “anticipates,” “estimates,” “may,” “could,” “will,” “would,” or “plans.” Because forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors associated with forward-looking information may 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 press release includes, without limitation, statements regarding the Offering, the closing of the Offering, the intended use of proceeds from the Offering, the filing of the Offering Document and the tax treatment of the FT Shares. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in economic conditions or financial markets, political and competitive developments, operational or exploration difficulties, changes in equity markets, changes in exchange rates, fluctuations in commodity prices, capital expenditures, operating and reclamation costs differing materially from estimates, and other risks associated with the mineral exploration and development industry, failure to predict and address the business impacts of COVID-19 The Company, including, without limitation, the impact of COVID-19 on commodity prices, capital market conditions, labor restrictions, international travel and supply chains, and those risks set forth in the Company's public filings on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within the disclosed periods or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
