Galway Metals Announces $14 Million Brokered Private Placement Led by Michael Gentile

Galway Metals plans a $14 million flow-through financing to fund Clarence Stream exploration, anchored by new insider investor Michael Gentile.

Rhea-AI Summary

Galway Metals (GAYMF) entered into an agreement with Beacon Securities for a best-efforts brokered private placement of up to 19,437,000 flow-through units at $0.72 each, for gross proceeds of up to approximately $14 million.

Each FT unit comprises one flow-through common share and one flow-through warrant, with each warrant exercisable into one non-flow-through common share at $0.80 for 36 months from the expected October 14, 2026 closing date. Strategic investor Michael Gentile has agreed to subscribe for 17,150,000 FT units, enter a 12‑month lock-up, and is expected to own about 11.04% of basic shares, or 19.9% assuming full exercise of his warrants, becoming a new insider subject to TSXV approval. Proceeds will fund qualifying Canadian exploration expenses at the Clarence Stream gold project to December 31, 2027, renounced to investors effective December 31, 2026.

Positive

• Brokered flow-through offering of up to $14 million at $0.72 per unit
• Lead investor Michael Gentile subscribing for 17,150,000 FT units
• Gentile expected to hold 11.04% basic, 19.9% fully diluted from his units
• Warrants add potential capital at $0.80 over 36 months
• Proceeds earmarked for qualifying exploration at Clarence Stream through 2027

Negative

• Issuance of up to 19,437,000 new FT units implies share dilution
• Agent cash fee of 6.0% reduces net proceeds to the company
• FT units, warrants and warrant shares subject to 4‑month hold period
• Closing of lead investor’s subscription conditional on final TSXV acceptance

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, ON / ACCESS Newswire / September 22, 2026 / Galway Metals Inc. (TSXV:GWM)(OTCQB:GAYMF) ("Galway Metals" or the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited ("Beacon" or the "Agent"), as sole agent, in connection with a "best efforts" private placement offering of up to 19,437,000 flow-through units of the Company (each, a "FT Unit") at a price of $0.72 per FT Unit (the "Issue Price") for aggregate gross proceeds to the Company of up to approximately $14 million (the "Offering"), 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 (a "FT Share") and one common share purchase warrant (a "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) (the "Tax Act"). Each Warrant will entitle the holder thereof to acquire one non-flow-through common share (a "Warrant Share") at a price per Warrant Share of $0.80 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 October 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 17,150,000 FT Units under the Offering. Upon completion of the Offering, Mr. Gentile is expected to own or control approximately 11.04% of the Company's issued and outstanding common shares (approximately 19.9% 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 (the "TSXV"). 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+ at www.sedarplus.ca.

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 (the "Qualifying Expenditures") related to the Company's Clarence Stream gold project in New Brunswick, Canada on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 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 October 14, 2026 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

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 6.0% cash fee in connection with the Offering.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any U.S. state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Galway Metals Inc.

Galway Metals is a Canadian mineral exploration and development company focused on advancing its 100%-owned, high-grade, open-pitable flagship Clarence Stream gold project in southwest 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% participating interest in the Estrades Project, a former producing high-grade, gold-rich polymetallic VMS mine in the northern Abitibi of western Québec. Led by a management team with a proven track-record of creating shareholder value having sold Galway Resources for US$340 million, Galway Metals is focused on creating value for all its stakeholders.

For additional information on Galway Metals Inc., please contact:

Robert Hinchcliffe, President & Chief Executive Officer
Telephone: 1-800-501-4808
Website: www.galwaymetalsinc.com
Email: info@galwaymetalsinc.com
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Cautionary Statement

Neither the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, statements about the tax treatment of the FT Units issued in the Offering, the timing to renounce all Qualifying Expenditures in favour of the subscribers and use of proceeds of the Offering, and the expected Closing Date. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to changes in economic conditions or financial markets, political and competitive developments, operation or exploration difficulties, changes in equity markets, changes in exchange rates, fluctuations in commodity prices, capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, risk that the Offering will not close on the anticipated timeline or at all on the anticipated terms, risk that the Company will not receive all necessary approvals, and those risks set out in the Company's public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

SOURCE: Galway Metals

View the original press release on ACCESS Newswire

FAQ

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What exactly does each flow-through unit in Galway Metals’ offering include?

Each FT Unit consists of one flow-through common share and one flow-through common share purchase warrant. Each warrant entitles the holder to acquire one non-flow-through common share at $0.80 per share for a period of 36 months from the Closing Date.

How will Galway Metals use the gross proceeds from this private placement?

An amount equal to the gross proceeds from the sale of the FT Units will be used to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures under the Income Tax Act (Canada), related to the Clarence Stream gold project in New Brunswick, on or before December 31, 2027. These expenditures will be renounced in favour of subscribers effective December 31, 2026.

When is the Galway Metals private placement expected to close and what approvals are required?

The Offering is expected to close on or about October 14, 2026. Closing is subject to certain conditions, including the receipt of all necessary approvals such as the approval of the TSX Venture Exchange, and the closing of Michael Gentile’s subscription is specifically subject to the TSXV’s final acceptance of the Offering.

What lock-up and hold periods apply to the securities in this financing?

Michael Gentile has agreed to a 12‑month lock-up in connection with his investment. The FT Units, the warrants and the warrant shares issuable upon exercise will be subject to a four-month hold period under Canadian securities laws after the Closing Date.

What compensation will Beacon Securities receive for acting as agent?

Beacon Securities, as sole agent, will receive a 6.0% cash fee in connection with the Offering.

Can investors in the United States participate in this Galway Metals offering?

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The news release does not constitute an offer or solicitation in any jurisdiction where it would be unlawful.