Galway Metals (GWM-V) director Robert Hinchcliffe has acquired beneficial ownership and control of 4.15 million units of Galway Metals Inc., with each unit comprising one common share in the capital of the reporting issuer and one-half of one share purchase warrant, each warrant entitling the holder thereof to acquire one additional share at a price of 15 cents for a period of 36 months following the date of closing of the offering. The 4.15 million units were acquired at a price of 10 cents per unit as part of a private placement of 6.6 million units by the reporting issuer.Prior to the offering, Mr. Hinchcliffe had beneficial ownership and control of an aggregate of 2,921,717 shares, representing approximately 5.78 per cent of the issued and outstanding shares on a non-diluted basis.
Immediately following the offering, Mr. Hinchcliffe has beneficial ownership and control of an aggregate of 7,071,717 shares, representing approximately 12.37 per cent of the issued and outstanding shares on a non-diluted basis, and beneficial ownership and control of 2,075,000 warrants, representing approximately 62.88 per cent of the outstanding warrants.
Assuming the exercise of the warrants, Mr. Hinchcliffe would beneficially own and control an aggregate of 9,146,717 shares, representing approximately 15.45 per cent of the issued and outstanding shares on a partially diluted basis.
The shares and the warrants directly and indirectly held by Mr. Hinchcliffe, including those underlying the units indirectly purchased by Mr. Hinchcliffe as part of the offering, are being held for investment purposes. In the future Mr. Hinchcliffe may, depending on market and other conditions, increase or decrease his beneficial ownership of securities of the reporting issuer.
Mr. Hinchcliffe resides in a foreign jurisdiction and his purchase of units was made on a prospectus-exempt basis pursuant to the securities laws of such foreign jurisdiction.
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April 16, '14 - NR
Galway Metals Inc. has completed a non-brokered private placement financing, as previously announced on March 31, 2014. The financing consisted of the sale of 6,600,000 units (each, a "Unit") at a price of $0.10 per Unit, with each Unit consisting of one common share of the Company (each, a "Share") and one-half of one Share purchase warrant (each whole such warrant, a "Warrant"), each Warrant entitling the holder to acquire one additional Share for a period of three years from the date hereof at a price of $0.15 per Share.All securities issued pursuant to the Financing are subject to a statutory hold period of four months from the date hereof.
A total of 4,400,000 Units, representing gross proceeds of $440,000, were acquired by directors and senior officers of the Company, including Units acquired by persons for accounts over which directors and/or senior officers of the Company have direction and control (the "Insider Purchases"). The Insider Purchases constituted a 'related party transaction' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Financing was approved by all of the non-interested directors of the Company; the interested directors (and senior officers) abstained from approval of this matter. The Insider Purchases are exempt from the valuation and minority approval requirements of MI 61-101 on the basis that no securities of the Company are listed or quoted on any specified markets, namely the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc, and at the time the Financing was agreed to, neither the fair market value of the Units nor the consideration to be received for those Units, insofar as the Placement involved interested parties, exceeded $2,500,000.
Pursuant to the Financing, Robert Hinchcliffe (c/o 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5), the President, Chief Executive Officer and a director of the Company, through an account controlled by him, subscribed for 4,150,000 Units and acquired beneficial ownership and control of 4,150,000 Shares and 2,075,000 Warrants. Accordingly, Mr. Hinchcliffe now has beneficial ownership and control of a combination of Shares and convertible securities representing an aggregate of 9,146,717 Shares (or approximately 15.45% of the outstanding Shares on a partially-diluted basis after completion of the Financing). Mr. Hinchcliffe has advised the Company that he acquired the Units for investment purposes and may, depending on market and other conditions, increase or decrease his beneficial ownership of securities of the Company.
The Company intends to use the proceeds from the Financing for exploration expenditures, property acquisitions and general working capital purposes. |
