TIDMGAL
RNS Number : 3091K
Galantas Gold Corporation
13 December 2018
GALANTAS GOLD CORPORATION
TSXV and AIM: Stock Symbol - 'GAL'
GALANTAS CLOSES FIRST PART OF PRIVATE PLACEMENT AND SHARES FOR
DEBT TRANSACTION
Date: December 13, 2018. Galantas Gold Corporation (the
"Company"), the AIM and TSXV quoted gold producer and explorer with
a 100% interest in Northern Ireland's Omagh gold mine, announces
that the proposed private placement (the "Private Placement") for
80,000,000 common shares ("Common Shares") for gross proceeds of
CDN$6,900,000 (UKGBP4,000,000) previously outlined in the
disclosure dated November 19, 2018 and updated on December 5, 2018
is anticipated to close in two parts.
The first part of the Private Placement closed on December 12,
2018 (the "First Closing") for 57,435,065 common shares of no par
value. United Kingdom placees have subscribed at a price of
UKGBP0.05 per Common Share. Canadian placees have subscribed at a
price of CDN$0.08625 per Common Share. Receipts attached to the
First Closing of the Private Placement total CDN$4,953,774
(UKGBP2,871,753). The Private Placement is still subject to final
approval from the TSX Venture Exchange.
The second part of the Private Placement requires acceptance of
the TSX Venture Exchange and is anticipated to be for 22,564,935
Common Shares for receipt of CDN$1,946,226 (UKGBP1,128,247) (the
"Second Closing"). The Second Closing pertains to Miton Asset
Management Limited ("Miton"), a UK based investment institution,
who has subscribed for a total of 50,000,000 Common Shares in total
under the Private Placement, representing 16.68% of the Company's
issued and outstanding Common Shares after the First Closing,
Second Closing and the issuance of the Arrangement (as defined
below). The TSX Venture Exchange imposes due diligence requirements
on persons becoming an insider and acquiring 10% or more of an
issuer's shares. As a result, on the First Closing and issuance of
the Arrangement (noted below), Miton has been issued 27,435,065
Common Shares or 9.9% of the Company's issued and outstanding
Common Shares. On completion of the Second Closing and subject to
TSX Venture Exchange acceptance, Miton would become an insider of
the Company by acquiring an additional 22,564,935 Common Shares on
the Second Closing and would be the only subscriber in the Second
Closing of the Private Placement.
The shares for debt transaction (the "Arrangement"), with Mr.
Roland Phelps, President & CEO, Galantas Gold Corporation, as
outlined on November 19, 2018 and updated on December 5, 2018, took
place in parallel with the First Closing and the Company has issued
10 million Common Shares, in exchange for converting UKGBP500,000
(CDN$ 862,500) of debt accrued from past management fees. A written
shareholder resolution approving the Arrangement was received from
in excess of 50% of disinterested shareholders (the "Written
Shareholder Resolution"). Upon completion of the First Closing and
the Arrangement, Mr. Phelps will hold 49,338,167 Common Shares,
representing 17.8% of the Company's total issued and outstanding
Common Shares. After completion of the First Closing, the
Arrangement, and the Second Closing, Mr. Phelps will hold 16.46% of
the Company's total issued and outstanding Common Shares. The
Arrangement has received final approval from the TSX Venture
Exchange.
A four month hold period (the "Hold Period") will apply to the
Common Shares of the Private Placement and Arrangement. The Hold
Period will expire for the First Closing on April 13, 2019. The
shares issued pursuant to the Private Placement and Arrangement
will rank pari passu with the existing Common Shares in issue of
the Company.
Melquart Ltd. ("Melquart") currently holds 40,224,545 common
shares (representing 19.2% of the Company's total issued and
outstanding Common Shares) and has subscribed for 22,000,000 Common
Shares under the First Closing of the Private Placement. After the
First Closing of the Private Placement and the issuance of the
Arrangement, Melquart will hold 62,224,545 Common Shares,
representing 22.45% of the total issued and outstanding Common
Shares. After the First Closing, the issuance of the Arrangement
and the Second Closing, Melquart's holdings will equate to 20.76%
of the Company's issued and outstanding Common Shares.
As a result of Melquart's holdings, under Canadian securities
law, Melquart is deemed to be a "control person" and the Company
has therefore obtained the Written Shareholder Resolution
consenting to Melquart's increased shareholding under the Private
Placement to approximately 21% of the issued and outstanding Common
Shares (excluding the issuance of the Arrangement). Melquart
becoming a "control person" is still subject to final approval by
the TSX Venture Exchange.
Additionally, the subscription made by Melquart is a related
party transaction, 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(g) of MI 61-101 in respect of related party participation.
Roisin Magee, a Director of Galantas Gold Corporation, has
participated in the Private Placement with a subscription for
500,000 Common Shares. Ms. Magee will hold approximately 0.2% of
the company's issued and outstanding Common Shares following the
First Closing of the Private Placement and the issuance of the
Arrangement.
The Company has applied for admission of the 67,435,065 Common
Shares in connection with the First Closing of the Private
Placement and the Arrangement to trade on the AIM market of the
London Stock Exchange ("Admission") with Admission expected to
occur on or around 18 December 2018.
Following Admission and the First Closing of the Private
Placement and closing of the Arrangement, Galantas Gold
Corporation's Issued and Outstanding Common Shares will total
277,121,870.
A further announcement will be released upon receipt of final
approval of the Private Placement from the TSX Venture
Exchange.
Roland Phelps, President & CEO, Galantas Gold Corporation,
said, "I am delighted to welcome Miton Asset Management Limited as
a new London financial institution to our shareholder list and
welcome the increased participation by Melquart Ltd. and other
investors. The funding allows the Company to proceed to commercial
production at the Omagh gold-mine."
The net proceeds raised by the Private Placement are intended to
be used for working capital purposes and to fund commercial
production underground at the Omagh gold mine.
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 Corporation
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 (AIM Nominated Advisor)
Philip Secrett, Richard Tonthat: 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: Roland Phelps
Reason for the notification
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 Corporation
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 Common Shares of nil par
instrument type of instrument value
Identification Code
ISIN: CA36315W2022
b) Nature of the transaction Share for Debt Exchange
c) Price(s) and volume GBP0.05 10,000,000 shares
d) Aggregated information 10 million shares for
GBP500,000 of debt
e) Date of the transaction 12(th) December 2018
f) Place of the transaction Outside a trading venue
(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: Roisin Magee
Reason for the notification
2.
a) Position/status: 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 Corporation
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 Common Shares of nil par
instrument type of instrument value
Identification Code
ISIN: CA36315W2022
b) Nature of the transaction Subscription in Private
Placement
c) Price(s) and volume GBP0.05 500,000 shares
d) Aggregated information GBP0.05 500,000 shares
GBP25,000
e) Date of the transaction 12(th) December 2018
f) Place of the transaction Outside a trading venue
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END
IOEQLLFFVLFZFBE
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