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GALANTAS CLOSES FIRST PART OF PRIVATE PLACEMENT

13 Dec 2018 07:00

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 (UK£4,000,000) 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 UK£0.05 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 (UK£2,871,753). 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 (UK£1,128,247) (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 UK£500,000 (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 CorporationL. 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 FORMFOR 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

2.

Reason for the notification

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 instrument type of instrument

Identification Code

Common Shares of nil par value

ISIN: CA36315W2022

b)

Nature of the transaction

Share for Debt Exchange

c)

Price(s) and volume

£0.05 10,000,000 shares

d)

Aggregated information

10 million shares for £500,000 of debt

e)

Date of the transaction

12th December 2018

f)

Place of the transaction

Outside a trading venue

 

 

(UK) DEALING NOTIFICATION FORMFOR 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

2.

Reason for the notification

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 instrument type of instrument

Identification Code

Common Shares of nil par value

ISIN: CA36315W2022

b)

Nature of the transaction

Subscription in Private Placement

c)

Price(s) and volume

£0.05 500,000 shares

d)

Aggregated information

£0.05 500,000 shares £25,000

e)

Date of the transaction

12th December 2018

f)

Place of the transaction

Outside a trading venue

 

 

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
 
 
IOEQLLFFVLFZFBE
Date   Source Headline
27th Jan 20177:00 amRNSPRIVATE PLACEMENT SUBSCRIPTIONS RECEIVED
18th Jan 20172:45 pmRNSGALANTAS ANNOUNCES PROPOSED PRIVATE PLACEMENT
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27th Nov 20158:00 amRNS3rd Quarter Results
5th Nov 20157:00 amRNSADDITIONAL ENCOURAGING EXPLORATION RESULTS
13th Oct 20157:00 amRNSPOTENTIAL CHALLENGE TO PLANNING CONSENT
16th Sep 20157:55 amRNSHIGH GRADE GOLD RESULTS NEAR OMAGH GOLD MINE
10th Sep 20157:55 amRNSEXPLORATION RESULTS ON ROI LICENCES
27th Aug 20152:00 pmRNSInterim Results
27th Jul 20158:00 amRNSGALANTAS ANNOUNCES CLOSING OF PRIVATE PLACEMENT
6th Jul 201510:00 amRNSGALANTAS ANNOUNCES PRIVATE PLACEMENT
22nd Jun 20152:00 pmRNSEncouraging exploration results
11th Jun 201511:59 amRNSGALANTAS RECEIVES PLANNING PERMIT
3rd Jun 20152:00 pmRNSGALANTAS REPORTS AWARD OF INCENTIVE STOCK OPTIONS
1st Jun 20152:00 pmRNSCHANGES TO ADVISERS FOR LONDON'S AIM
29th May 20152:00 pmRNS1st Quarter Results
28th Apr 20152:00 pmRNSFinal Results
16th Feb 20152:00 pmRNSIssue of Equity
4th Feb 20153:00 pmRNSPrivate Placement
9th Jan 20152:00 pmRNSPlanning Update
3rd Dec 20142:00 pmRNSAgreement
27th Nov 20143:00 pmRNS3rd Quarter Results
6th Oct 20142:00 pmRNSGalantas Gold - Resource Update
4th Sep 20143:00 pmRNSResource Update
20th Aug 20143:00 pmRNSHalf Yearly Report
28th Jul 20142:00 pmRNSUpdated Resource Estimate
2nd Jun 20142:00 pmRNSCompletion of Shares for Debt Exchange
28th May 20142:00 pmRNS1st Quarter Results
8th May 20142:00 pmRNSCompletion of Private Placement
23rd Apr 20142:00 pmRNSFinal Results
8th Apr 20142:00 pmRNSShare Consolidation and Issue of Equity
23rd Jan 20142:00 pmRNSResult of General Meeting
20th Dec 20132:00 pmRNSSpecial Meeting of Shareholders
22nd Nov 20132:00 pmRNS3rd Quarter Results
10th Oct 20133:45 pmRNSRe Contract

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