Galaxy Ventures Inc. Receives Conditional Approval for Qualifying Transaction with TruSilver Metals Corp.; TruSilver Completes $2.8 Million Financing Ahead of Drilling at Sturgis-Walton Silver Project
VANCOUVER, BC / ACCESS Newswire / October 9, 2026 /Galaxy Ventures Inc. (TSXV:GXY.P) ("Galaxy" or the "Company") is pleased to announce that the TSX Venture Exchange (the "Exchange") granted conditional approval on October 7, 2026 for its previously announced qualifying transaction with TruSilver Metals Corp. ("TruSilver") (the "Qualifying Transaction" or "QT").
Upon completion of the QT, Galaxy is expected to change its name to TruSilver Metals Corp. (the "Resulting Issuer") and continue TruSilver 's mineral exploration business, focused on the Sturgis-Walton Silver Project in Nova Scotia, a 100%-owned silver project free of any net smelter return royalty and adjacent to the historic Walton Mine. The trading symbol "TAG" has been reserved for the Resulting Issuer, subject to final Exchange acceptance.
Highlights
- Conditional Exchange approval received October 7, 2026.
- Approximately $2.8 million raised through the Concurrent Financing; all subscription receipts converted on October 8, 2026.
- Directors and officers of TruSilver and Galaxy subscribed for approximately $545,000 of the Concurrent Financing, including $240,000 by directors and officers of Galaxy.
- Initial drilling target, adjacent to the historic Walton Mine in Nova Scotia, defined for the 3,500-metre, five-hole program expected to commence in October 2026;
- Closing and listing on the TSXV under "TAG" anticipated in late October 2026, subject to final Exchange acceptance.
- Board and management team with experience at Glencore, Sherritt International, Sibanye-Stillwater, IAMGOLD and Noranda-Falconbridge.
- Rio Tinto has staked claims surrounding the Project.
"We have assembled a team with experience spanning exploration targeting, major-project development and public-company financing," said Michael Gross, President and CEO of TruSilver. "With the financing complete, a drilling permit in place and our first target defined beside a past-producing mine, our focus now is getting the drill turning at Sturgis-Walton and building shareholder value through results."
Conditional Approval and Transaction Completion
Galaxy and TruSilver are working to satisfy the remaining conditions required to complete the QT and obtain final Exchange acceptance.
The QT will proceed under the amalgamation agreement dated May 29, 2026, as amended, among Galaxy, its wholly owned subsidiary, 1590566 B.C. Ltd., and TruSilver. TruSilver and Galaxy 's subsidiary will amalgamate, with the amalgamated company continuing as a wholly owned subsidiary of Galaxy. Galaxy will issue one post-consolidation common share for each outstanding TruSilver common share.
Immediately before completing the QT, Galaxy intends to consolidate its common shares on the basis of one post-consolidation common share for every 2.5 pre-consolidation common shares and change its name to TruSilver Metals Corp.
TruSilver shareholders approved the QT on August 4, 2026. Galaxy shareholder approval is not required. The QT is an arm 's-length transaction under Exchange Policy 2.4.
Completion remains subject to satisfaction of the outstanding closing conditions and final Exchange acceptance. The Company will announce the closing and commencement of trading under the new name and symbol in a subsequent news release once final Exchange acceptance has been received. Closing is expected later this month.
Concurrent Financing
Between June and September 2026, TruSilver completed a concurrent financing for aggregate gross proceeds of approximately $2,830,090 (the "Concurrent Financing"), consisting of:
- 8,751,440 hard-dollar subscription receipts at $0.25 per receipt for gross proceeds of $2,187,860;
- 1,140,767 flow-through subscription receipts at $0.30 per receipt for gross proceeds of approximately $342,230;
- 800,000 units issued directly at $0.25 per unit for gross proceeds of $200,000; and
- 333,334 flow-through common shares issued directly at $0.30 per share for gross proceeds of approximately $100,000.
Receipt of conditional approval on October 7, 2026 satisfied the escrow release condition applicable to TruSilver 's subscription receipts. All outstanding hard-dollar and flow-through subscription receipts converted on October 8, 2026.
Each hard-dollar subscription receipt automatically converted, without additional consideration, into one TruSilver common share and one common share purchase warrant. Each warrant entitles its holder to acquire one additional common share at $0.45 for 24 months from issuance, subject to acceleration in specified circumstances.
Each flow-through subscription receipt automatically converted, without additional consideration, into one TruSilver common share intended to qualify as a flow-through share under the Income Tax Act (Canada).
Upon completion of the QT, 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 and issued or will issue finder 's warrants exercisable at $0.25 per share for two years.
Insider Participation
Directors and officers of TruSilver and Galaxy, and entities controlled by them, subscribed for an aggregate of approximately $545,000 of the Concurrent Financing.
The $300,000 direct-issuance portion of the Concurrent Financing consisted entirely of subscriptions by directors of TruSilver and entities controlled by them. Michael Gross, President, Chief Executive Officer and a director of TruSilver, and companies controlled by Dr. Gross, subscribed for an aggregate of 400,000 units and 333,334 flow-through shares for aggregate proceeds of approximately $200,000; William White, a director, and a company controlled by him subscribed for an aggregate of 200,000 units for $50,000; and Penelope White, a director, subscribed for 200,000 units for $50,000. In addition, Yucai (Rick) Huang, Chief Financial Officer and Corporate Secretary of TruSilver, subscribed for 20,000 hard-dollar subscription receipts at $0.25 per receipt for $5,000.
Directors and officers of Galaxy subscribed for an aggregate of 960,000 hard-dollar subscription receipts at $0.25 per receipt for gross proceeds of $240,000. Andrew Thomson, President, Chief Executive Officer and a director of Galaxy, subscribed for 400,000 subscription receipts for $100,000; Jonathan Younie, Chief Financial Officer and Corporate Secretary of Galaxy, subscribed for 200,000 subscription receipts for $50,000 through a company he controls; Baldev Sangara, a director of Galaxy, subscribed for 200,000 subscription receipts for $50,000; and Scott Sinclair, a director of Galaxy, subscribed for 160,000 subscription receipts for $40,000.
All dollar amounts in this news release are in Canadian dollars unless otherwise indicated.
Board and Management of the Resulting Issuer
The Resulting Issuer 's board and management team brings experience at Glencore, Sherritt International, Sibanye-Stillwater, IAMGOLD, Noranda-Falconbridge and Fortune Bay, spanning mineral discovery, major-project development and public-company finance.
Michael Gross, MBBS, FRCS (Lond.), FRCSC, ICD.D - President, Chief Executive Officer and Director
Michael Gross is the President and Chief Executive Officer and a director of TruSilver. He is an experienced executive and corporate leader with over 20 years of business development experience. He brings seasoned capital markets and venture-stage board experience, including past lead director roles with Linear Gold Corp. and Brigus Gold Corp., and currently serves as a director of Fortune Bay Corp., providing experience across the full lifecycle of mineral projects from discovery through to buy-out. Mr. Gross has also been actively involved in the financing and development of both public and private companies. In addition to his mining experience, he is a medical entrepreneur and founder of InkWell Health (inkwellhealth.com), and has served as a director of Sona Nanotech Inc.
Peter Hancock, B.E., M.Sc., Ph.D. - Director
Director Peter Hancock, B.E., M.Sc., Ph.D., is President and CEO of Sherritt International and a director of Sibanye-Stillwater, and a mining executive with 30+ years of experience, primarily with Glencore plc. During his tenure at Glencore, he managed the Murrin Murrin nickel-cobalt mining operations in Western Australia and served as President of Koniambo Nickel SAS from 2011 to 2016, where he led the completion, commissioning, and ramp-up of the US$7-billion Koniambo Nickel Mine in New Caledonia - one of the largest greenfield nickel projects globally. Earlier in his career, he oversaw operations at the Brunswick Smelter and led Technology and Business Development for Noranda Zinc, contributing to significant advancements in mineral processing and operational efficiency.
Matt Rees, M.Sc., P.Geo. - Director
Mr. Rees has over 30 years of technical leadership experience, including more than 11 years with IAMGOLD Corporation, serving first as Manager, New Opportunities Exploration and later Chief Geologist. During his tenure, he was part of the IAMGOLD team responsible for discovering or acquiring approximately 29 million ounces of gold, including the Nelligan gold discovery in Quebec, which received the Association de l 'exploration minière du Québec 's 2019 Discovery of the Year Award. Before joining IAMGOLD, Mr. Rees served as Vice-President, Exploration and Chief Geologist of Stockport Exploration, where he directed international exploration programs and contributed to significant discoveries at the Seymour Lake lithium project in Ontario and the Nyanza gold project in Kenya. He also led the drilling program that produced an NI 43-101 mineral-resource estimate for the KM61 molybdenum-copper-silver deposit. Previously, Mr. Rees spent 17 years with Noranda-Falconbridge exploring a variety of base and precious-metal deposit types globally.
William White - Director
William White has been a director of TruSilver since 2021. He has over 8 years of experience in capital markets, corporate finance, and business development. He is the Chief Executive Officer of WCG Cap Partners Corp., a family office focused on building a portfolio of growth companies, including in the resource sector. Mr. White has helped identify, finance, and develop numerous ventures and brings strong expertise in strategic planning, capital raising, and corporate governance. Mr. White 's recent activities include co-founding Tiger Gold Corp., a gold exploration company.
Yucai (Rick) Huang, BA, MBA, CPA - Chief Financial Officer and Corporate Secretary
Rick Huang is a financial executive with over a decade of experience as CFO of publicly traded companies, including junior and mid-tier mining companies. He brings expertise in financial reporting, treasury, internal controls, regulatory compliance and board-level financial oversight, and has led or supported public equity financings totalling over $100 million, along with several go-public transactions. Mr. Huang served as CFO and Corporate Secretary of Tiger Gold Corp. from December 2024 to July 2026 and, for the past five years, has provided accounting services to Canadian public issuers through his firm, Prospen Management Services Inc.
Penelope White, BA, LLB - Director
Ms. White is a mining entrepreneur and capital markets executive with more than 25 years of experience in corporate transactions, financing and go-public strategies. She has co-founded multiple ventures, including Tiger Gold Corp., Highbury Energy Inc. and Merus Labs International Inc., which was subsequently acquired by Norgine B.V. in July 2017 at an enterprise value of approximately C$342 million, including assumed debt. Ms. White has been recognized as a PROFIT Magazine Top Canadian Entrepreneur and was a national finalist for the RBC Award for Excellence in Entrepreneurship.
About TruSilver Metals Corp.
TruSilver Metals Corp. owns 100% of the Sturgis-Walton Silver Project in Nova Scotia, free of a net smelter return royalty (NSR), adjacent to the historic Walton Mine, where historical sources report mined ore head grades of 350-933 g/t silver (Ag).1 Overlapping magnetic, gravity and audio-magnetotelluric anomalies define a priority exploration target that, together with historic drilling, downhole geophysics and 3D modelling, is guiding the Company 's planned 2026/27 diamond drilling program of 3,500 metres across five holes to test for mineralization at depth. The initial drilling target has been defined, and a drilling permit is in place through 2027. Contract negotiations with the drilling contractor are underway, with drilling expected to begin in October 2026. Rio Tinto has staked claims surrounding the Project.
TruSilver 's team combines decades of exploration, mine-development and capital-markets experience, with current or former lead technical and board roles at IAMGOLD, Noranda-Falconbridge, Glencore, Sherritt International and Sibanye-Stillwater, as well as co-founding Tiger Gold. Team members contributed to the discovery or acquisition of over 30 million ounces of gold and led completion and initial ramp-up of a US$7 billion nickel project. The team brings strong knowledge of the Sturgis-Walton region, Nova Scotia 's geology and regulatory environment, and deep expertise in applying modern exploration technologies, including artificial intelligence.
For more information, visit www.TruSilverMetals.com.
1 Historical information: Source: Nova Scotia Department of Natural Resources Mineral Inventory files (O 'Reilly, 2007; Boyd, 1979). The silver grades represent a range reported in historical sources, not a single verified average production grade. These historical production figures have not been independently verified by the technical report 's author and should not be relied upon. Mineralization on adjacent properties is not necessarily indicative of mineralization on TruSilver 's property.
Qualified Person
Matt Rees, M.Sc., P.Geo., a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information herein. Mr. Rees is a director of TruSilver and is not independent.
For further information, please see the Company 's disclosure documents available under its profile on SEDAR+ at www.sedarplus.ca.
ON BEHALF OF THE BOARD
"Andrew Thomson"
Andrew Thomson
President, Chief Executive Officer and Director
Galaxy Ventures Inc.
Telephone: 604-417-2999
Email: athomson.galaxy@outlook.com
Cautionary Information
Completion of the Qualifying Transaction remains subject to outstanding conditions, including final Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors should review the filing statement prepared in connection with the QT. Information concerning the transaction outside that disclosure may be incomplete or inaccurate. Trading in the securities of a capital pool company is highly speculative.
The Exchange has not passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
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.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws. Such information includes statements concerning completion of the QT and final Exchange acceptance; the consolidation, name change and proposed trading symbol; the release of escrowed funds; anticipated capitalization and ownership; the expected board and management of the Resulting Issuer; and the timing, scope and objectives of the planned 2026/27 exploration and drilling program.
Forward-looking information reflects management 's current expectations and assumptions, including that the remaining regulatory and contractual requirements will be satisfied, closing documents will be completed, the transaction agreements will remain in effect, the QT will close on the contemplated terms, and the personnel, funding, permits and contractors required for planned exploration will be available.
Actual results may differ materially because of failure to satisfy closing conditions, delays in obtaining final Exchange acceptance, changes in transaction costs or available funds, changes in market conditions, permitting or contractor delays, exploration results, geological uncertainties or other unforeseen events. The timing and completion of the QT, the commencement of trading and the results of planned exploration cannot be assured.
Readers should not place undue reliance on forward-looking information. This information is provided as of the date of this news release. Galaxy undertakes no obligation to update it except as required by applicable law.
SOURCE:Galaxy Ventures Inc.
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