Mr. Mario Stifano reports
GALANTAS GOLD ANNOUNCES C$13.5 MILLION UPSIZED FINANCING AND PROVIDES UPDATE ON ACQUISITION OF RDL MINING CORP.
Galantas Gold Corp., as a result of strong investor demand, has agreed with Canaccord Genuity Corp. and Haywood Securities Inc. to increase the size of its previously announced best efforts private placement of units of the company to raise aggregate gross proceeds of up to $13.5-million, consisting of 168.75 million units at a price of eight cents per unit. The size of the overallotment option granted to the agents will be upsized to permit the agents to raise up to an additional $2,025,000 through sales of up to 25,312,500 additional units at the offering price. All dollar figures are in Canadian dollars, unless otherwise noted.
Each unit will comprise one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at a price of 12 cents for a period of 36 months from the closing of the offering.
As compensation for their services, the company will pay to the agents a cash commission equal to 7.0 per cent of the aggregate gross proceeds of the offering (including gross proceeds from the agents' option, if any), subject to reduction to 3.0 per cent of the gross proceeds of up to $1-million (increased from $500,000 as previously announced) from purchasers on the president's list to be agreed between the company and Canaccord Genuity Corp., and the company will issue to the agents compensation warrants in an amount equal to 7.0 per cent of the units sold in the offering (including units sold pursuant to the agents' option, if any), subject to reduction to 3.0 per cent for purchasers on the president's list. Each compensation warrant will entitle the holder thereof to acquire one common share for the offering price for a period of 24 months from the closing date of the offering.
Units sold under the offering may be offered to purchasers resident in the provinces and territories of Canada pursuant to applicable prospectus exemptions and in accordance with applicable laws. Units may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. Any securities issued under offering will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the issue date of the units.
The net proceeds from the offering will be used to finance exploration work on the Indiana project (as defined below), to finance option payments (as defined below) in respect of the Indiana project, and for general corporate and working capital purposes.
There is no minimum amount of units that must be sold in the offering as a condition to its completion. Completion of the offering is expected to occur on or around Dec. 10, 2025, and is subject to obtaining the required approvals of the TSX Venture Exchange and satisfaction of customary closing conditions.
Any subscriber that becomes an insider of the company will file a personal information form with the TSX-V for their review and approval. The warrants will restrict any holder from exercising any warrants that would result in any holder owning or controlling 20 per cent or more of the then issued and outstanding common shares (calculated on a partially diluted basis).
Update on acquisition of RDL Mining Corp.
The company's planned acquisition of all of the issued and outstanding common shares of RDL Mining in exchange for common shares, pursuant to a share purchase agreement dated Nov. 13, 2025, among Lawrence Roulston, Robert Sedgemore, Dorian L. (Dusty) Nicol and Galantas, continues to progress toward closing. The company wishes to provide certain additional information in respect of the transaction.
As consideration under the transaction, each RDL shareholder will receive approximately 44 million common shares, for an aggregate of approximately 132 million common shares, representing 49.99 per cent of the issued and outstanding common shares following the issue of the consideration shares, before taking into account common shares issued under the offering. None of the RDL shareholders are participating in the offering. If the maximum amount is raised under the offering, each RDL shareholder will hold approximately 10.2 per cent of the issued and outstanding common shares. The deemed issue price of each consideration share is eight cents, for an aggregate value of approximately $10.6-million. The consideration shares will be held in escrow in accordance with TSX Venture Exchange Policy 5.4 following the completion of the transaction. As additional consideration under the transaction, each RDL shareholder will be granted a 0.66-per-cent net smelter return (NSR) royalty payable by Galantas in respect of the Indiana project, for an aggregate NSR royalty of approximately 2 per cent.
The total consideration paid under the transaction to RDL shareholders in exchange for all of the issued and outstanding common shares of RDL was determined pursuant to arm's-length negotiations between the management and board of directors of Galantas and RDL. No finders' fees were paid in relation to the transaction. After consultation with its financial and legal advisers, the board of directors of Galantas unanimously approved the entering into of the transaction.
RDL was incorporated on July 18, 2025, under the laws of British Columbia. As of Sept. 30, 2025, based on RDL's unaudited interim financial statements, RDL had total assets of $189,425, total liabilities of $223,658 and total equity of negative $34,233. For the period between its incorporation and Sept. 30, 2025, RDL had a net loss of $34,263. Subsequent to Sept. 30, 2025, RDL has entered into the following material agreements:
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A definitive option agreement with Mineria Activa SpA (Activa) to acquire a 100-per-cent interest in the Indiana gold-copper project, located in Chile, which is currently owned by Activa, on the satisfaction of certain conditions. In order to exercise the option, RDL must make payments totalling $15-million (U.S.) to Activa over a period of five years, with the first payment consisting of $50,000 (U.S.) paid by RDL from the proceeds of the copper stream (as defined below), and $450,000 (U.S.) paid by Ocean Partners U.K. Ltd. as an advance to Galantas and paid to Activa in the fourth quarter of 2025. The remaining payments consist of $1-million (U.S.) in years 1 and 2, $2-million (U.S.) in years 3 and 4, and a final payment of $8.5-million (U.S.) in year 5.
- A copper stream agreement with 1555070 B.C. Ltd. (155) in respect of a copper stream at the Indiana project for a total upfront payment of $550,000 in return for a fixed percentage of copper produced at the Indiana project to be delivered at a discount to the prevailing copper price. This $550,000 payment has been made to RDL. In return, RDL will deliver to 155 6 per cent of the payable copper delivered from the Indiana project, until two million pounds of copper have been delivered, after which RDL will deliver to 155 3 per cent of the payable copper produced at the Indiana project, for which 155 will pay 20 per cent of the spot price on delivery.
Following completion of the transaction, the board of directors of Galantas will comprise six members, being Mario Stifano, Roisin Magee, James Clancy, David Cather, Brent Omland (existing directors of Galantas) and Mr. Roulston (a new director and a current RDL shareholder). In addition, Mr. Sedgemore will be appointed as senior vice-president, operations, of Galantas following completion of the transaction.
Mr. Roulston is a mining professional with a BSc in geology with over 40 years of diverse experience in the mining industry. He is a co-founder and the chairman of Metalla Royalty and Streaming Ltd., and the managing director of WestBay Capital Advisors, providing business advisory and capital markets expertise to the junior and mid-tier sectors of the mining industry. Previously, he was president of Quintana Resources Capital ULC, a company that provided resource advisory services for United States private investors. Before that, he was a mining analyst and consultant, as well as the editor of Resource Opportunities, an independent investment publication focused on the mining industry. For the first 20 years of his career, Mr. Roulston was involved in management of both large and junior resource companies. Mr. Roulston been a director of MTB Metals Corp. since Dec. 15, 2017, as well as the president and CEO since July 27, 2018. He has also been a director of GT Resources Inc. since March 28, 2019, and has served as a director of several other companies.
Mr. Sedgemore is a process engineer with over 25 years of international experience in the mining industry involved in the design, construction, commissioning and optimization of mineral processing plants in multiple jurisdictions worldwide, including extensive experience in South America, including major Chilean mines (Escondida, Chuquicamata, Zaldivar), having worked with BHP, Placer Dome and IFC Principal Mining Specialist. Mr. Sedgemore is a graduate of the Haileybury School of Mines.
The RDL shareholders do not have any special relationship with each other, except in their capacities as current directors, officers and shareholders of RDL, as applicable.
Subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the transaction in the fourth quarter of 2025.
Trading halt
Trading in the common shares of Galantas is currently halted in accordance with TSX-V Policy 5.3.
About Galantas Gold Corp.
Galantas Gold is a Canadian public company that trades on the TSX Venture Exchange and the London Stock Exchange AIM (Alternative Investment Market), 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 expanding gold production and resources at the Omagh project in Northern Ireland and exploring the Gairloch project hosting the Kerry Road gold-bearing VMS (volcanogenic massive sulphide) deposit in Scotland.
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