Representative Matters

Galane Gold Completes Acquisition of the Summit Mine and Banner Mill in New Mexico and Private Placement

Overview

On May 19, 2021, Galane Gold Ltd. (“Galane”) (TSX-V: GG; OTCQB: GGGOF), through a wholly-owned subsidiary, completed the acquisition (the “Acquisition”) of the Summit Mine and the infrastructure constituting the Banner Mill (collectively, the “Assets”) in New Mexico from Pyramid Peak Mining, LLC, a wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP. The aggregate consideration paid for the Assets is US$17.0 million, consisting of cash consideration of US$6.0 million paid at closing, the issuance at closing of 16 million common shares of Galane at a deemed issuance price of C$0.22 per share and warrants to purchase up to 16 million common shares of Galane exercisable at an exercise price of C$0.30 for a period of three years, and cash consideration of US$8.2 million upon commencement of production at the Summit Mine.

In connection with the Acquisition, Galane also closed a private placement of subscription receipts on April 8, 2021 (the “Offering”). Canaccord Genuity Corp. acted as lead agent in connection with the Offering, on behalf of a syndicate of agents, including Research Capital Corporation. Galane issued 44,028,700 subscription receipts at a price of C$0.22 per subscription receipt. Upon closing of the Acquisition, each subscription receipt converted into one Galane common share and one warrant with each warrant entitling the holder thereof to purchase one common share at a price of C$0.30 for a period of three years.

Aird & Berlis represented Galane Gold with a team including Richard Kimel, Adria Leung Lim, Sean Green, David Mba (Capital Markets) and Francesco Gucciardo (Tax).