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TORONTO, Jan. 13 /CNW/ - Galway Resources Ltd. (TSX Venture: GWY)
("Galway" or "the Company") is pleased to announce that it has
completed its previously announced private placement (the "Offering")
with a syndicate of underwriters led by GMP Securities L.P. and
including Wellington West Capital Markets Inc. and MGI Securities Inc.
(collectively, the "Underwriters"). Under the Offering, the Company has
sold 17,720,000 units (the "Units") and 8,000,000 common shares (the
"Shares") at a price of C$1.00 per Unit or Share for aggregate gross
proceeds to the Company of C$25,720,000. Each Unit consists of one
common share of the Company and one-half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant entitles the
holder to acquire one common share of the Company for a period of two
years from the closing date of the Offering at an exercise price of
C$1.50 per share (the "Exercise Price"). If over a period of 20
consecutive trading days following the date which is 4 months and one
day from the closing of the Offering, the daily volume weighted average
trading price of the Company's common shares on the TSX Venture
Exchange exceeds the Exercise Price by 25% on each of those days, the
Company will have the right to give notice in writing to the holders of
Warrants within 30 days of such an occurrence that the Warrants shall
expire at 4:00 p.m. (Toronto time) on the 45th day following the giving of such notice unless exercised by the holders
thereof prior to such date.
The Company paid a cash commission to the Underwriters equal to 6% of
the gross proceeds of the Offering and issued compensation options
equal to 6% of the number of Units and Shares sold pursuant to the
Offering. Each compensation option entitles the Underwriters to acquire
one Unit comprised of one common share of the Company and one-half of
one Warrant for a period of two years from the date of issuance at an
exercise price of C$1.00 per Unit.
The common shares and Warrants comprising the Units and the Shares, as
well as the common shares issuable upon exercise of the Warrants, are
subject to a hold period expiring May 14, 2011 in accordance with
applicable securities laws and TSX Venture Exchange policies.
Net proceeds from the Offering are intended to be used by the Company to
advance its California and Vetas gold projects located in Colombia, and
for general working capital and corporate purposes.
The Company has received conditional acceptance of the Offering from the
TSX Venture Exchange. The Offering is subject to final acceptance of
the TSX Venture Exchange.
About the Company
Galway Resources is a well capitalized company, primarily focused on the
exploration of gold and coal in Colombia. The core focus of the Company
is gold exploration in northeast Colombia, with a drill program
occurring at the California gold project and a geophysical program
occurring at the Vetas project, which will be followed by a drill
program later in the first quarter. The Company has also reported that
drilling occurred in 2010 at the GALCA coal project, which is being
managed and funded by Prodeco, the Colombian subsidiary of Glencore.
Efforts are underway to secure access from the GALCA property owners to
move the drill rig to the next set of planned drill holes.
Forward-Looking Statements: Statements in this release that are
forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed under the
heading "Risk Factors" and elsewhere in the corporations' periodic
filings with Canadian Securities Regulators. Such information contained herein represents management's best judgment as of the date hereof
based on information currently available. Statements in this press
release other than purely historical information, including statements
relating to the companies' future plans and objectives or expected
results, constitute forward-looking statements. Forward looking
statements are based on numerous assumptions and are subject to all of
the risks and uncertainties inherent in the companies' business,
including risks inherent in mineral exploration and development. The
companies do not assume the obligation to update any forward-looking
statement. In particular, a decision to place the Legacy Project into
development, and the implementation of that decision, are subject to
numerous risks and factors, including that ability to access capital
sufficient to finance start-up costs. Additional risks include changes
to economic factors used in the Feasibility Study that may impact the
feasibility of the project, unexpected limitations on expansion of
estimates of resource and reserves, permitting risks and other economic
and processing factors, all of which may be beyond our control.
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 release.
These securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws and may not be offered or sold in
the United States or to U.S. persons except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption therefrom.
Accordingly, this news release does not constitute an offer for sale of
securities in the United States.
SOURCE Galway Resources Ltd.
For further information:
President and Director
Galway Resources Ltd.