Galway closes one private placement, arranges another

Executive Summary

• Galway Metals Inc. has closed a brokered best-effort private placement raising approximately C$11.5 million in gross proceeds, including the full exercise of the agent's over-allotment option.
• The company also announced a separate non-brokered private placement for up to C$462,000 in gross proceeds, scheduled to close on December 11, 2025.
• Net proceeds from the brokered offering will fund the exploration and advancement of the Clarence Stream gold project in New Brunswick, working capital, and general corporate purposes.

Key Details

• Brokered Offering Structure:
  • Sold 4,629,630 units at $0.54 per unit.
  • Sold 11,920,530 flow-through units (charity FT units) at $0.755 per unit.
  • Red Cloud Securities Inc. acted as sole agent and bookrunner.
• Securities Issued (Brokered):
  • Each standard unit consists of one common share and one-half of one common share purchase warrant.
  • Each charity FT unit consists of one flow-through common share and one-half of one warrant.
  • Warrants entitle holders to purchase one common share at $0.80 per share, exercisable until December 10, 2028.
• Use of Proceeds (Brokered):
  • Net proceeds to be used for exploration/advancement of the Clarence Stream gold project, working capital, and general corporate purposes.
  • Gross proceeds from FT shares specifically used to incur eligible Canadian exploration expenses (flow-through mining expenditures) related to Clarence Stream on or before December 31, 2026.
  • Qualifying expenditures to be renounced in favor of charity FT unit subscribers, effective December 31, 2025.
• Broker Compensation:
  • Red Cloud received aggregate cash fees of approximately $690,000.
  • Red Cloud received 993,009 non-transferable common share purchase warrants.
  • Broker warrants are exercisable into one common share at the unit price, exercisable until December 10, 2028.
• Non-Brokered Private Placement:
  • Intends to sell up to 855,370 units at $0.54 per unit.
  • Gross proceeds of up to $461,899.80.
  • Each NB unit consists of one common share and one-half of one transferable common share purchase warrant.
  • NB warrants entitle holders to purchase one common share at $0.80 per share, exercisable until 36 months following the closing of this specific offering.
  • Planned closing date for the non-brokered portion is December 11, 2025.
• Regulatory Status:
  • Securities sold under the listed issuer financing exemption (NI 45-106).
  • Securities are immediately freely tradable for Canadian residents.
  • Closing of the brokered offering is subject to final approval of the TSX Venture Exchange.
  • Closing of the non-brokered offering is subject to final acceptance of the TSX Venture Exchange.