Mr. Robert Hinchcliffe reports
GALWAY METALS ANNOUNCES $14 MILLION BROKERED PRIVATE PLACEMENT LED BY MICHAEL GENTILE
Galway Metals Inc. has entered into an agreement with Beacon Securities Ltd., as sole agent, in connection with a best efforts private placement offering of up to 19,437,000 flow-through (FT) units of the company at a price of 72 cents per FT unit for aggregate gross proceeds to the company of up to approximately $14-million, led by strategic investor Michael Gentile, a leader in Canadian resource investing. Mr. Gentile has agreed to enter into a 12-month lock-up agreement in connection with his investment.
Each FT unit will consist of one common share in the capital of the company and one common share purchase warrant, with each FT share and warrant comprising each FT unit qualifying as a flow-through share for the purposes of the Income Tax Act (Canada). Each warrant will entitle the holder thereof to acquire one non-flow-through common share at a price per warrant share of 80 cents for a period of 36 months from the closing date (as defined herein).
"We are extremely pleased to welcome Michael Gentile as a significant strategic investor in Galway Metals," said Robert Hinchcliffe, president and chief executive officer of Galway Metals. "Michael shares our vision for the significant potential of our two Canadian projects and has a strong track record of identifying and supporting high-quality opportunities in the junior mining sector. We believe his investment and 12-month commitment represent a strong vote of confidence in Galway as we continue to advance both Clarence Stream and Estrades. We also look forward to benefiting from Michael's extensive network within the mining investment community, including our participation in the inaugural Gentile Mining Investor Forum in London on Oct. 19, 2026, where Galway will have the opportunity to present alongside more than 20 of Michael's portfolio companies to an audience of up to 150 investors, family offices and wealth managers."
Mr. Gentile has agreed to subscribe for 17.15 million FT units under the offering. Upon completion of the offering, Mr. Gentile is expected to own or control approximately 11.04 per cent of the company's issued and outstanding common shares (approximately 19.9 per cent assuming exercise of the warrants comprising his FT units) and will become a new insider of the company. As a result, the closing of Mr. Gentile's subscription is subject to receipt of the final acceptance of the offering from the TSX Venture Exchange. Mr. Gentile will file an early warning report in respect of his subscription, a copy of which will be available under the company's profile on SEDAR+.
An amount equal to the gross proceeds from the sale of the FT units will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the tax act related to the company's Clarence Stream gold project in New Brunswick, Canada, on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers effective Dec. 31, 2026.
The offering will be made to eligible purchasers resident in each of the provinces of Canada in compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions.
The offering is expected to close on or about Oct. 14, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The FT units, warrants and the warrant shares acquired upon the due exercise of the warrants will be subject to a hold period under Canadian securities laws of four months after the closing date.
The agent will receive a cash fee of 6 per cent in connection with the offering.
About Galway Metals Inc.
Galway Metals is a Canadian mineral exploration and development company focused on advancing its 100-per-cent-owned, high-grade, open-pitable flagship Clarence Stream gold project in southwestern New Brunswick. Clarence Stream is an emerging gold district with an exploration strike length of approximately 65 kilometres and the existing resource is open in virtually all directions. Galway Metals holds a 90-per-cent participating interest in the Estrades project, a former-producing high-grade, gold-rich polymetallic VMS (volcanogenic massive sulphide) mine in the northern Abitibi of western Quebec. Led by a management team with a proven record of creating shareholder value having sold Galway Resources for $340-million (U.S.), Galway Metals is focused on creating value for all its stakeholders.
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