Galaxy Ventures Inc. (TSXV:GXY.P) says TruSilver Corp. has completed a concurrent financing that satisfies the minimum financing condition for their proposed arm’s-length Qualifying Transaction. The transaction itself remains conditional on regulatory approvals and other requirements under the parties’ Amalgamation Agreement.
#Financing reaches $2.5 million minimum
TruSilver completed the concurrent financing for aggregate gross proceeds of $2,510,090. The financing consisted of 7,871,440 hard-dollar subscription receipts priced at $0.25 per receipt for gross proceeds of $1,967,860; 807,434 flow-through subscription receipts at $0.30 per receipt for gross proceeds of $242,230; 800,000 units issued directly to related parties at $0.25 per unit for gross proceeds of $200,000; and 333,334 flow-through common shares issued directly to related parties at $0.30 per share for gross proceeds of approximately $100,000.
The company said $2.5 million of the financing has been completed, meeting the minimum financing condition attached to the Qualifying Transaction. Related parties participated for aggregate gross proceeds of approximately $305,000.
#Terms of the securities and finder arrangements
Each hard-dollar subscription receipt is scheduled to convert automatically, without additional consideration, into one TruSilver common share and one common share purchase warrant once the escrow release condition is satisfied. Each warrant will entitle its holder to purchase one TruSilver common share at $0.45 for two years, subject to acceleration in certain circumstances.
Each flow-through subscription receipt is also scheduled to convert automatically, without additional consideration, into one TruSilver common share intended to qualify as a flow-through share under the Income Tax Act (Canada). Following completion of the Qualifying Transaction, the underlying TruSilver securities will be exchanged or adjusted for equivalent securities of the resulting issuer in accordance with their terms.
TruSilver paid or will pay eligible finders cash fees equal to 8% of the gross proceeds attributable to subscribers introduced by them. It also issued or will issue broker warrants exercisable at $0.25 per share for two years. Further financing terms are set out in the company’s filing statement.
#Matt Rees joins TruSilver leadership
Effective September 3, 2026, Matt Rees, M.Sc., P.Geo., became TruSilver’s Vice-President, Exploration and a director. He replaces co-founder James Michaelis, who will remain Strategic Technical Advisor. If the Qualifying Transaction is completed, Rees will continue in those roles with the resulting issuer, TruSilver Metals Corp.
Rees has more than 40 years of domestic and international mineral-exploration experience. He spent more than 11 years at IAMGOLD Corporation, serving as Manager, New Opportunities Exploration from 2012 to 2018 and Chief Geologist from 2018 to 2023.
During his career, Rees has worked in exploration, mineral-resource modelling, project evaluation, mergers and acquisitions, and the advancement of gold, silver, copper, molybdenum, zinc, lithium and other mineral deposits. He also previously held senior roles at Stockport Exploration and worked for 17 years with Noranda-Falconbridge.
#Qualifying Transaction remains under review
Galaxy and TruSilver have submitted the Qualifying Transaction application and supporting documents. Galaxy is responding to comments from the TSX-V, while both parties continue working through the remaining conditions required for completion.
Under the Amalgamation Agreement, Galaxy’s wholly owned subsidiary, 1590566 B.C. Ltd., is to amalgamate with TruSilver, with the resulting company continuing as a direct, wholly owned subsidiary of Galaxy. Galaxy would issue one post-consolidation common share for each outstanding TruSilver common share.
The parties amended the agreement on August 26, 2026, revising certain definitions to allow TruSilver to raise up to $300,000 through the direct issuance of TruSilver units or TruSilver flow-through shares rather than subscription receipts.
Completion remains subject to conditional approval from the Exchange and the satisfaction or waiver of the remaining conditions in the Amalgamation Agreement. After those steps, the parties will seek final Exchange acceptance. The parties presently anticipate completing the Qualifying Transaction in fall 2026, but the transaction may not be treated as completed unless the required approvals and conditions are met.
#Proposed TSX Venture listing
TruSilver has reserved the ticker symbol “TAG” and is targeting a listing on the TSX Venture Exchange in fall 2026, subject to receipt of Exchange approval and satisfaction of the remaining closing conditions.
The symbol reservation does not constitute approval of the Qualifying Transaction or the listing. It remains subject to final regulatory, TSX-V and transaction approvals.
#Sturgis-Walton Silver Project
TruSilver Metals Corp. owns a 100% interest in the Sturgis-Walton Silver Project in Hants County, Nova Scotia, which is not subject to any royalties. The 1,120-hectare property includes 70 mineral claims held under three exploration licences.
The company holds a Crown land exploration permit authorising drilling at three locations, valid until 2028. TruSilver has said its planned work includes a Phase 1 programme, with diamond drilling anticipated to begin in the fall of 2026, followed by a Phase 2 programme comprising approximately 3,500 metres of planned drilling.
Historical information concerning the adjacent Walton Mine and historical drilling results for the project have not been independently verified by TruSilver or its qualified person and should not be relied upon without further confirmation.
#Key Takeaways
- TruSilver completed a concurrent financing for aggregate gross proceeds of $2,510,090, including $2.5 million that satisfied the minimum financing condition.
- Matt Rees was appointed TruSilver’s Vice-President, Exploration and a director effective September 3, 2026.
- Galaxy and TruSilver are still addressing TSX-V comments and remaining conditions for the proposed Qualifying Transaction.
- The parties presently anticipate completing the transaction in fall 2026, subject to Exchange approval and other required conditions.
- The proposed resulting issuer has reserved the ticker symbol “TAG”, but the reservation is not approval of the transaction or listing.
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