Mr. Mario Stifano reports

GALANTAS GOLD ENTERS INTO BINDING TERM SHEET FOR JOINT VENTURE WITH OCEAN PARTNERS UK LIMITED TO DEVELOP OMAGH GOLD PROJECT IN NORTHERN IRELAND

Galantas Gold Corp. has entered into a binding term sheet with Ocean Partners U.K. Ltd. on June 6, 2025, to joint venture the high-grade Omagh gold project in County Tyrone, Northern Ireland. Ocean Partners will exchange approximately $14-million (U.S.) (10.3 million British pounds ) in existing loans for an 80-per-cent interest in Flintridge Resources Ltd. and an 80-per-cent interest in Omagh Minerals Ltd., subsidiaries of Galantas that together own the Omagh project. The remaining 20-per-cent interest in Flintridge and 20-per-cent interest in Omagh Minerals will be retained by Galantas. Following the proposed transaction, Ocean Partners will have the option to convert the approximately $1-million (U.S.) (738,481 British pounds) of remaining debt into a 0.001-per-cent interest in Flintridge at any time after mining has restarted on the Omagh project. Ocean Partners will invest an initial $3-million (U.S.) (2.2 million British pounds) in the Omagh project for exploration, a restart plan, and general and administrative costs for a period of up to one year. After the initial term, Ocean Partners will have the option to invest an additional $5-million (U.S.) (3.7 million British pounds) for exploration and commissioning a development program for a period of up to one year. Galantas will be free carried on the initial $3-million (U.S.) (2.2 million British pounds) investment and will have the option to invest its pro rata share on future investments, including the second term.

Mario Stifano, chief executive officer of Galantas, commented: "We are very pleased to enter into the proposed transaction with Ocean Partners, a long-standing stakeholder who recognizes the district-scale and high-grade potential of the Omagh project. The proposed transaction represents a turning point in the Omagh project's development, enabling Galantas to benefit from a recommencement in production amid rising gold prices while also strengthening the company's balance sheet. The company will have the benefit of receiving gold ounces once the Omagh project is restarted while also advancing the Gairloch high-grade gold and copper VMS [volcanogenic massive sulphide] project in Scotland. Upon closing of the proposed transaction, the joint venture intends to commence a drill program targeting the high-grade zones at the Omagh project's Joshua vein and test the northern extension of the Kearney vein."

Rule 15 of the AIM (Alternative Investment Market) rules for companies -- fundamental change of business

The proposed transaction constitutes a fundamental change in business under Rule 15 of the AIM rules for companies by virtue of the size of the disposition and is subject to shareholder approval at a meeting or by a written shareholder resolution signed by at least 50 per cent of the shareholders of the issuer. Notwithstanding the company proposes to divest substantially all of its trading business and assets, the company will continue to be admitted to trading on AIM and will not be classified as an AIM Rule 15 cash shell. If the proposed transaction is concluded, Galantas will focus on initiating an inaugural mineral resource estimate at the Gairloch project in Scotland and also commence an exploration drilling program at Gairloch.

Upon closing of the proposed transaction, Ocean Partners and Galantas will sign a shareholder agreement (the joint venture) focused on exploration and restart plans with Ocean Partners as project operator. The board of directors of Flintridge shall comprise four representatives of Ocean Partners and one representative of the company for so long as the company owns at least a 10-per-cent interest in Flintridge. There will be no change to the board of directors of the company following the proposed transaction. Flintridge will have a fixed valuation of $15-million (U.S.) (11.1 million British pounds) for future cash calls.

During the initial term, Galantas shall have the option to convert its 20-per-cent ownership interest in Flintridge into a 3.00-per-cent net smelter return (NSR) royalty. Fifty per cent of the 3-per-cent NSR royalty shall be subject to a buyback provision for $8-million (U.S.) (5.9 million British pounds) by Flintridge. In the event that: (i) Galantas does not exercise the Galantas option during the initial term; and (ii) Galantas is diluted to below 10-per-cent ownership in Flintridge, the entirety of Galantas's ownership shall automatically convert to a 1.5-per-cent NSR royalty. The remaining 50 per cent of the 1.5-per-cent NSR royalty shall be subject to a buyback provision for $4-million (U.S.) (3.0 million British pounds) by Flintridge.

Galantas has entered into an exclusivity period with Ocean Partners regarding the proposed transaction, including, without limitation, the settling of the form of definitive agreements, until the earlier of: (i) the date of the execution of a mutually acceptable definitive agreements, (ii) the date upon which Ocean Partners and Galantas mutually agree in writing to terminate discussions; or (iii) June 30, 2025, unless extended by mutual agreement by Ocean Partners and Galantas.

The proposed transaction remains subject to conditions precedent, including Ocean Partners board approval and completion of due diligence by Ocean Partners, the completion of definitive documentation, and the receipt of all required approvals and consents, including shareholder approval by Galantas shareholders as well as formal filings with and approval from the TSX Venture Exchange.

Ocean Partners is a person closely associated with Brent Omland, a director of Galantas (within the meaning of the European Union Market Abuse Regulation). Mr. Omland is chief executive officer of Ocean Partners, is a nominee of Ocean Partners on the board of Galantas, and holds a minority stake in and is a director of Ocean Partners' parent entity.

AIM Rule 13 -- related party transaction

Melquart Ltd., a shareholder with 24.5-per-cent ownership, indicated that, subject to approval by the company's shareholders, it intends to convert $875,000 (U.S.) (646,171 British pounds) of its debt held as a convertible note plus accrued interest of $182,803 (134,997 British pounds) into 17,630,050 common shares of no par value in Galantas at a deemed price of six U.S. cents (4.4 pence) per share.

Melquart is deemed a related party to the company for the purposes of the AIM rules for companies. The Melquart debt transaction is considered a related party transaction for the purposes of Rule 13 of the AIM rules for companies. Accordingly, the directors of the company, who are all considered independent of the Melquart debt transaction, having consulted with their nominated adviser, consider that the terms of the Melquart debt transaction to be fair and reasonable in so far as the company's shareholders are concerned.

Following the Melquart debt transaction, Melquart will hold 47,372,977 common shares equal to approximately 35.4 per cent of the company's issued share capital.

Multilateral Instrument 61-101 -- Protection of Minority Security Holders

The company is exempt from the requirements of MI 61-101 to obtain a formal valuation and minority shareholder approval in connection with the proposed transaction with Ocean Partners in reliance on Section 5.5(g) of MI 61-101. The company is also exempt from the formal valuation requirements for the related party transaction with Melquart in reliance of Section 5.5(g).

Specifically:

1. The company in serious financial difficulty;
2. The transaction is designed to improve the financial position of the company;
3. The company is not in bankruptcy, insolvency or under a court order;
4. The company formed a committee comprising three independent directors in respect of the transaction;
5. The company's board of directors, acting in good faith, unanimously determined, including the independent committee, acting in good faith, determined that:
   1. The company is in serious financial difficulty and the transaction is designed to improve the financial position of the company;
   2. The terms of the transaction are reasonable in the circumstances of the company.

MI 61-101 does, however, require shareholder approval for the Melquart debt transaction by a majority of disinterested shareholders as defined in MI 61-101. Additionally, pursuant to policies of the TSX-V, the proposed transaction with Ocean Partners is being treated as a non-arm's-length transaction and will also require shareholder approval by a majority of disinterested shareholders as defined in MI 61-101.

Notice of annual general meeting and special meeting

The company has called a new meeting date for its annual general meeting and special meeting of its shareholders to consider, among other things, the proposed transaction and the Melquart debt transaction to be held on Aug. 5, 2025, at 11 a.m. Toronto time, at the offices of DSA Corporate Services Inc., 82 Richmond St. E, Toronto, Ont., M5C 1P1. Shareholders of record at the close of business at 5 p.m. Toronto time on July 2, 2025, will be entitled to vote at the meeting.

The total losses attributable to Flintridge and Omagh Minerals for the year ended Dec. 31, 2023, were 3,516,576 British pounds and the total value of the assets were 17,321,724 British pounds. Following the proposed transaction, the assets of Flintridge and Omagh Minerals will no longer be consolidated in the accounts of the company.

About Galantas Gold Corp.

Galantas Gold is a Canadian public company that trades on the TSX-V and the London Stock Exchange AIM, both under the symbol GAL. It also trades on the OTCQB exchange under the symbol GALKF. The company's strategy is to create shareholder value by operating and expanding gold production and resources at the Omagh project in Northern Ireland and exploring the Gairloch project hosting the Kerry Road gold-bearing VMS deposit in Scotland.

We seek Safe Harbor.