Ben Richardson, CEO at SulNOx, confident they can cost-effectively decarbonise commercial shipping. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksGalantas Gold Regulatory News (GAL)

Share Price Information for Galantas Gold (GAL)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 12.50
Bid: 11.50
Ask: 13.50
Change: 0.00 (0.00%)
Spread: 2.00 (17.391%)
Open: 12.50
High: 0.00
Low: 0.00
Prev. Close: 12.50
GAL Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

GALANTAS ANNOUNCES CONVERTIBLE DEBENTURE

16 Dec 2019 07:00

RNS Number : 9005W
Galantas Gold Corporation
16 December 2019
 

GALANTAS GOLD CORPORATION

TSXV and AIM: Stock Symbol - 'GAL'

GALANTAS ANNOUNCES GBP£1 MILLION CONVERTIBLE DEBENTURE, SHARE CONSOLIDATION AND SPECIAL MEETING.

Date: December 16. 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 a Convertible Debenture for GBP£1,000,000 /CAD$1,731,190 (based on the exchange rate as of December 3, 2019) (the "Debenture").

The Debenture is unsecured, is for a term of one year commencing on the date that it is issued, carries a coupon of 15% per annum and is convertible into common shares of the Company. The conversion price is floating and is set at a discount of a maximum of 25% to the closing price on the Toronto Venture Exchange on the day immediately prior to conversion, with a minimum price of CAD$0.05. The Company is unable to issue shares below the $0.05 minimum pricing requirement set by the TSX Venture Exchange. The maximum number of common shares therefore issuable on conversion of the debenture, assuming a minimum price of CAD$0.05 is 34,623,800.

The Debenture has been fully subscribed by Melquart Limited ("Melquart"), an Insider and Control Person of the Company (as defined in the TSX Venture Exchange Corporate Finance Manual). Melquart currently holds 77,565,719 Common shares, equivalent to 24% of the Company. Melquart are under no obligation to convert the Debenture and should Melquart choose not to convert, the Company will need to raise further funds to repay the Debenture within 12 months.

Given the current share price of the Company on the TSX Venture Exchange, a ten for one share consolidation is proposed ("Share Consolidation") and the Company is to hold a Special Meeting to discuss and vote on the said proposal. Shareholders holding significant voting shares of the Company, namely Ross Beaty, Miton Asset Management Ltd. and Roland Phelps, (President & CEO, Galantas Gold Corporation) have already indicated their support for the proposal and have given written undertakings in this respect. With Melquart, these parties represent more than the 50% of shareholder votes required in support of the Share Consolidation.

The meeting will take place prior to the maturity date of the Debenture.

Assuming the market capitalisation of the Company following the Share Consolidation remains static (currently approximately CAD$8,080,405) and Melquart converts its Debenture into shares at the permitted discount, Melquart will hold 40.9% of the common shares issued by the Company. If Melquart is able to convert the Debenture into common shares following the Share Consolidation at the aforementioned CAD$0.05 minimum conversion price, Melquart could hold a maximum of approximately 56.7% of the Company's issued and outstanding common shares.

The Debenture offering is subject to conditional approval of the TSX Venture Exchange and the Company plans to close the Debenture offering on December 17, 2019 for the receipt of CDN$1,731,190 / GBP£1,000,000. The net proceeds to be raised by the Debenture are intended to be used to maintain the Omagh gold mine, fund a potential resolution regarding the expansion of blasting and explore opportunities for a sale to a development partner.

A four month hold period (the "Hold Period") will apply to the common shares converted through the Debenture. The Hold Period will expire on April 18, 2020. The shares issued pursuant to the Debenture will rank pari passu with the existing common shares issued by the Company.

It has been agreed that, following the subscription by Melquart to the Debenture, G&F Phelps Ltd ("G&F Phelps") will enter into an arrangement in respect of its loans with the Company which will provide that G&F Phelps will not call for repayment of it loans (which are repayable on demand) for a period of six months from the date of the Debenture unless certain events occur including inter alia a sale or insolvency of the Company or a material liquidity event.

The Company have explored alternative funding options and the Directors have determined that the Debenture is currently the best funding option available to the Company at this time. Commission payable to Whitman Howard Ltd. for acting as the broker in relation to the Debenture offering total GBP £50,000 (CAD$ 86,308).

Melquart is deemed to be a related party of the Company by virtue of being a Substantial Shareholders of the Company (as defined in the AIM Rules for Companies). As a consequence, the Directors of the Company consider, having consulted with their nominated adviser, Grant Thornton UK LLP, that the terms of the Debenture are fair and reasonable insofar as shareholders are concerned. The subscription 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.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

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.

Enquiries : Galantas Gold Corporation

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
MSCGGGUCPUPBGBW
Date   Source Headline
14th Feb 20113:00 pmRNSOperational Update
22nd Dec 20103:00 pmRNSEquipment Purchase
25th Nov 20103:00 pmRNSQuarterly Results
25th Nov 20103:00 pmRNSManagement Discussion and Analysis
28th Oct 20102:00 pmRNSGold Processing Plant Upgrade
19th Oct 20102:00 pmRNSResults of Mining of Kerr Vein
13th Oct 20103:22 pmRNSFurther re Issue of Equity
23rd Aug 20103:00 pmRNSHalf Yearly Report
23rd Aug 20103:00 pmRNSManagement Discussion and Analysis
11th Aug 20103:00 pmRNSTrading Update
22nd Jul 20103:00 pmRNSIssue of Equity
12th Jul 20103:00 pmRNSResult of Special Meeting
25th Jun 20103:00 pmRNSResult of AGM and Notice of Special Meeting
18th Jun 20102:00 pmRNSAppointment of General Manager at Omagh Mine
27th May 20102:30 pmRNSManagement Discussion & Analysis
27th May 20102:30 pmRNSQuarterly Results
28th Apr 20103:00 pmRNSFinal Results
28th Apr 20103:00 pmRNSManagement Discussion & Analysis
27th Nov 20095:10 pmRNSManagement Discussion and Analysis
27th Nov 20095:09 pmRNS3rd quarter interim results
27th Aug 20093:00 pmRNSManagement Discussion and Analysis
27th Aug 20093:00 pmRNSConsolidated Financial Statements
29th May 20093:00 pmRNSConsolidated Financial Statements
29th May 20093:00 pmRNSManagement Discussion and Analysis
29th Apr 20094:04 pmRNSFinal Results
29th Apr 20094:00 pmRNSManagement Discussion and Analysis
1st May 20087:01 amRNSTrading Statement
1st May 20087:01 amRNSMD&A
1st May 20087:01 amRNSFinal Results
15th Aug 200611:01 amRNSMD&A
15th Aug 200611:00 amRNSInterim Results
16th May 200612:56 pmRNS1st Quarter Results

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.