MAIDENHEAD, United Kingdom, Feb. 6, 2024 /CNW/ - Ocean Partners Holdings Limited ("Ocean Partners") announces that it has acquired unsecured convertible debentures ("February 2024 Debentures") of Galantas Gold Corporation ("Galantas") convertible into common shares ("Common Shares") in the capital of Galantas.
On February 5, 2024, Galantas completed a debt settlement transaction (the "Debt Settlement") by way of a private placement, pursuant to which Galantas settled US$2,711,000 of indebtedness owing to Ocean Partners UK Limited, a creditor of Galantas and a wholly-owned subsidiary of Ocean Partners, through the issuance of US$2,711,000 aggregate principal amount of February 2024 Debentures. The February 2024 Debentures are convertible at the option of the holder thereof into Common Shares at a conversion price of US$0.255 per Common Share (the "Conversion Price"), for an aggregate of 10,631,372 Common Shares, at any time prior to 5:00 p.m. (Toronto time) on the last business day immediately preceding the maturity date of the February 2024 Debentures, being December 20, 2026.
Ocean Partners acquired ownership and control of $2,711,000 aggregate principal amount of February 2024 Debentures pursuant to the Debt Settlement. Ocean Partners, through Ocean Partners UK Limited, acquired the February 2024 Debentures at a price of US$1,000 per February 2024 Debenture for an aggregate principal amount of US$2,711,000, or the equivalent of approximately CAD$1,352.70 per February 2024 Debenture for an aggregate principal amount of CAD$3,667,169.70, to settle US$2,711,000 of indebtedness owed to Ocean Partners UK Limited. If Ocean Partners, through Ocean Partners UK Limited, converts the February 2024 Debentures in full at the Conversion Price, Ocean Partners would acquire ownership and control of an additional 10,631,372 Common Shares, representing approximately 8.47% of the issued and outstanding Common Shares on a partially-diluted basis.
Immediately before the completion of the Debt Settlement, Ocean Partners, through Ocean Partners UK Limited and Ocean Partners USA Inc., beneficially owned and controlled: (i) 5,269,446 Common Shares, (ii) 1,422,222 warrants of Galantas (the "Warrants") exercisable for 1,422,222 Common Shares, and (iii) US$875,000 aggregate principal amount of unsecured convertible debentures of Galantas (the "December 2023 Debentures") convertible into 3,431,372 Common Shares on substantially the same terms as the February 2024 Debentures. If Ocean Partners exercised the Warrants in full and converted the December 2023 Debentures in full, Ocean Partners would have had ownership and control of an aggregate of 10,123,040 Common Shares, representing approximately 8.46% of the issued and outstanding Common Shares on a partially-diluted basis immediately before the completion of the Debt Settlement.
Immediately after the completion of the Debt Settlement, Ocean Partners, through Ocean Partners UK Limited and Ocean Partners USA Inc., beneficially owned and controlled: (i) 5,269,446 Common Shares, (ii) 1,422,222 Warrants exercisable for 1,422,222 Common Shares, (iii) US$875,000 aggregate principal amount of the December 2023 Debentures convertible into 3,431,372 Common Shares, and (iv) US$2,711,000 aggregate principal amount of the February 2024 Debentures convertible into 10,631,372 Common Shares. If Ocean Partners exercised the Warrants in full and converted the December 2023 Debentures and the February 2024 Debentures in full, Ocean Partners would own and control an aggregate of 20,754,412 Common Shares, representing approximately 15.92% of the issued and outstanding Common Shares on a partially-diluted basis immediately after the completion of the Debt Settlement.
Ocean Partners' acquisition of the February 2024 Debentures pursuant to the Debt Settlement was made for investment purposes. Ocean Partners and its joint actors currently have no plans or future intentions which relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. However, depending on market conditions, general economic and industry conditions, trading prices of Galantas' securities, Galantas' business, financial condition and prospects and/or other relevant factors, Ocean Partners and its joint actors may develop such plans or intentions in the future and may from time to time acquire additional Common Shares or other securities of Galantas, dispose of some or all of the existing or additional Common Shares or other securities of Galantas or may continue to hold the Common Shares or other securities of Galantas.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR+ profile of Galantas at www.sedarplus.ca. To obtain a copy of the early warning report, you may also contact Siva Pillay, Co-CEO of Ocean Partners, at +44 1628 644 060. Ocean Partners' address is Third Floor, The Pearce Building, West Street, Maidenhead, Berkshire, United Kingdom, SL6 1RL. The address of the head office of Galantas is 82 Richmond Street East, Suite 201, Toronto, Ontario, Canada, M5C 1P1.
SOURCE OCEAN PARTNERS HOLDINGS LIMITED
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