Galway Metals Announces Brokered LIFE Offering for Gross Proceeds of up to C$10 Million

Executive Summary

• Galway Metals Inc. entered into a “best‑efforts” private placement agreement with Red Cloud Securities to raise up to C$10,000,000.55 in gross proceeds.
• The offering consists of 3,703,704 Units at C$0.54 each and 10,596,027 Charity Flow‑Through Units at C$0.755 each, plus an Agent’s Option for an additional C$1.5 million.
• Net proceeds are earmarked for exploration of the Clarence Stream gold project in New Brunswick, working capital and general corporate purposes.

Key Details

• Agent & Bookrunner: Red Cloud Securities Inc., acting as sole agent and bookrunner on a “best‑efforts” basis.
• Units Offered: 3,703,704 Units @ C$0.54 per Unit → C$2,000,000 gross proceeds (approx.). Each Unit contains one common share and half of a common‑share purchase warrant.
• Charity Flow‑Through Units: 10,596,027 Charity FT Units @ C$0.755 per Unit → C$8,000,000.55 gross proceeds (approx.). Each includes one flow‑through common share and half of a warrant.
• Warrant Terms: Each warrant permits purchase of one common share at C$0.80, exercisable up to 36 months after the closing date.
• Agent’s Option: Red Cloud may sell up to an additional C$1,500,000 in any mix of Units and Charity FT Units up to 48 hours before closing.
• Use of Proceeds: Primarily for exploration and advancement of the Clarence Stream gold project; remaining funds for working capital and general corporate purposes.
• Flow‑Through Tax Treatment: Gross proceeds from Charity FT Units will be used for eligible Canadian exploration expenses (Qualifying Expenditures) on the Clarence Stream project, to be renounced to subscribers by 31 Dec 2025.
• Closing Date: Expected on or before 10 December 2025, subject to regulatory approvals and TSX‑V exchange clearance.
• Regulatory Framework: Offering relies on NI 45‑106 listed issuer financing exemption (Part 5A) for Canadian residents in specified provinces; Units may also be sold offshore under applicable U.S. exemptions.

Notable Quotes

(No direct quotes were included in the release.)