17:50:38 EST Thu 01 Jan 2026
Enter Symbol
or Name
USA
CA



Galantas Gold Corp (3)
Symbol GAL
Shares Issued 132,400,637
Close 2025-12-31 C$ 0.125
Market Cap C$ 16,550,080
Recent Sedar Documents

Galantas Gold completes acquisition of RDL Mining

2025-12-31 17:00 ET - News Release

Mr. Mario Stifano reports

GALANTAS GOLD COMPLETES ACQUISITION OF RDL MINING CORP. AND FINANCINGS FOR AGGREGATE GROSS PROCEEDS OF $15.525 MILLION, AND ANNOUNCES UPDATED NI 43-101 MINERAL RESOURCE ESTIMATE

Galantas Gold Corp. has completed its previously announced acquisition of all of the issued and outstanding shares of RDL Mining Corp. (RDL) in exchange for common shares of Galantas, pursuant to a share purchase agreement among Galantas and the former shareholders of RDL, being Lawrence Roulston, Robert Sedgemore and Dorian L. (Dusty) Nicol (collectively, the RDL shareholders).

In addition, Galantas announces that it has closed (i) its previously announced private placement of 186.25 million units of the company at a price of eight cents per unit, for aggregate gross proceeds of $14.9-million, including the partial exercise of the overallotment option of the agents (as defined below), and (ii) a non-brokered private placement of 7,812,500 Galantas shares to Ocean Partners UK Ltd. to settle an outstanding debt owing by the company to Ocean Partners of $625,000. The non-brokered offering constitutes a shares for debt settlement under Policy 4.3 of the TSX Venture Exchange.

The brokered offering was led by Canaccord Genuity Corp. and Haywood Securities Inc. The agents acted as financial advisers in connection with the non-brokered offering.

The company is also pleased to announce the completion of an updated independent mineral resource estimate contained in the technical report titled "Mineral Resource Estimate, Indiana Project, Atacama Region, Chile" with an effective date of Dec. 9, 2025, which was prepared by DRA Americas Inc. in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) definition standards. Highlights from the technical report include:

  • 4.93 million tonnes (t) grading 2.24 g/t gold (Au) and 1.31 per cent copper (Cu), containing inferred mineral resources of 355,516 ounces (oz) Au and 64,690 t Cu (in situ);
  • Mine design and preliminary economic assessment (PEA) workstreams initiated;
  • Mineral resource definition and geotechnical drilling planned to support underground mine design and stope optimization;
  • Halo mineralization not included in the current technical report; planned for incorporation into the PEA mine model and future mineral resource update;
  • Commercial offtake agreement executed with Ocean Partners for copper-gold concentrate.

Mario Stifano, chief executive officer of Galantas, commented: "The completion of the updated NI 43-101 mineral resource estimate for the Indiana project (as defined below) represents an important technical milestone for the company. The quality, grade profile and continuity of the vein systems, together with the scale of the in-vein resource, provide a solid foundation as we advance mine design and commence the PEA. With financing closed and a commercial offtake partner secured, we are well positioned to systematically advance the project while continuing to evaluate opportunities to enhance value through drilling to explore at least 21 untested veins."

Completion of the transaction

The acquisition of RDL provides Galantas with an option to acquire a 100-per-cent interest in the Indiana gold/copper project located in Chile, by meeting certain conditions, pursuant to an option agreement between Compania Minera RDL SpA (RDL SpA), a wholly owned subsidiary of RDL, and Mineria Indiana Ltd. dated Oct. 30, 2025. Additional details of the option are included in Galantas's press releases dated Nov. 13, 2025, Nov. 21, 2025, and Dec. 19, 2025.

As consideration under the transaction, each RDL shareholder received approximately 44 million Galantas shares, for an aggregate of approximately 132 million Galantas shares. Each RDL shareholder holds Galantas shares representing approximately 10 per cent of the issued and outstanding Galantas shares following the completion of the transaction and the offerings. As additional consideration under the transaction, each RDL shareholder was 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 2.0 per cent.

In connection with the transaction, Lawrence Roulston was appointed to the board of directors of Galantas. The Galantas board now comprises six members, being Mr. Stifano, Roisin Magee, James Clancy, David Cather, Brent Omland (existing directors of Galantas) and Mr. Roulston (a new director and a former RDL shareholder). In addition, Robert Sedgemore was appointed as senior vice-president, operations, of Galantas.

Completion of the offerings

The company completed the brokered offering of 186.25 million units for aggregate gross proceeds of $14.9-million. Each unit is comprised of one Galantas share and one Galantas share purchase warrant. Each warrant entitles the holder thereof to acquire one Galantas share at a price of 12 cents for a period of 36 months from the date hereof.

As compensation for their services, the company: (i) paid to the agents a cash commission of $1,042,750 representing 7.0 per cent of the aggregate gross proceeds of the offerings (including gross proceeds from the agents' overallotment option), reduced to 3.0 per cent of the gross proceeds of $1.1-million from certain purchasers on the president's list agreed to between the company and Canaccord Genuity Corp., and (ii) issued to the agents 13,034,375 compensation warrants, representing 7.0 per cent of the units and shares, as applicable, sold in the offerings (including units sold pursuant to the agents' overallotment option), reduced to 3.0 per cent for purchasers on the president's list. Each compensation warrant entitles the holder thereof to acquire one Galantas share for the offering price for a period of 24 months from the date hereof.

A separate cash finder's fee of $77,000.00 was paid to Harbourfront Wealth Management Inc., representing 7.0 per cent of the gross proceeds from investors introduced to the company by Harbourfront Wealth Management Inc. as consideration for finding and introducing such investors to the company.

The net proceeds from the offerings will be used to finance exploration work on the Indiana project, to finance payments in connection with the option for the Indiana project, and for general corporate and working capital purposes.

Certain insiders of the company (as such term is defined under the policies of the TSX Venture Exchange) purchased an aggregate of 10.9 million units in the offerings, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the offerings, insofar as it involves the insiders, does not exceed 25 per cent of the market capitalization of the company.

Ocean Partners participated in the brokered offering for 35,937,500 units and in the non-brokered offering for 7,812,500 shares resulting in Ocean Partners becoming an insider of the company. Eric Sprott (through 2176423 Ontario Ltd.) participated in the brokered offering for 50 million units becoming an insider of the company. Following the completion of the transaction and the offerings, Ocean Partners and Mr. Sprott held approximately 10.7 per cent and 13.1 per cent of the issued and outstanding Galantas shares, respectively.

No new control persons (as such term is defined under the policies of the TSX-V) were created in connection with the offerings. In addition, the warrants 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 Galantas shares (calculated on a partially diluted basis).

Any securities issued under the offerings will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the date hereof.

Updated National Instrument 43-101 mineral resource estimate -- Indiana project

The updated mineral resource estimate contained in the technical report (titled "Mineral Resource Estimate, Indiana Project, Atacama Region, Chile" with an effective date of Dec. 9, 2025, and prepared by DRA in accordance with NI 43-101 and the CIM Definition Standards) and is reported on an in-vein basis across seven principal vein systems. Mineral resources are constrained by reasonable prospects for eventual economic extraction and reported using gold equivalent (AuEq) cut-off grades of 0.99 gram per tonne AuEq for sulphide material and 0.95 g/t AuEq for oxide material.

Resource upside and mine model refinement

DRA notes that the 2025 mineral resource estimate is restricted to in-vein mineralization only and does not include mineralized halos surrounding the veins. The presence and continuity of halo mineralization have been validated by historical drilling and underground sampling; however, this material has not been incorporated into the current estimate as the updated geological and block modelling for halo domains has not yet been completed.

DRA further notes that inclusion of halo material in future resource updates, subject to completion of the updated geological modelling, appropriate drilling density and engineering validation, may result in changes to tonnage and mine planning assumptions and provide additional mine planning flexibility.

The company intends to incorporate halo mineralization into the updated geological and mine model currently being developed as part of the PEA, subject to validation through additional drilling, geological interpretation and engineering analysis.

The technical report will be filed by the company on SEDAR+ on the date of this news release.

Project advancement: mine design and offtake

Galantas intends to commence formal mine design activities and preparation of the PEA.

Planned work programs include resource definition drilling and geotechnical drilling designed to support underground mine design, stope geometry, ground support assumptions and infrastructure layout, together with mine engineering, scheduling and cost estimation activities, required to support the PEA. The PEA will include an evaluation of mining methods, processing options, infrastructure, capital and operating cost estimates, and economic sensitivities, subject to the limitations inherent in a preliminary-level study. These activities are intended to evaluate the technical and economic parameters of a potential mining operation and do not constitute a production decision.

RDL, through its Chilean subsidiary, RDL SpA, has also executed a concentrate offtake agreement with a subsidiary of Ocean Partners, pursuant to which Ocean Partners, through its subsidiary, has agreed to purchase copper-gold concentrate produced from the Indiana project under market-based treatment, refining and payable metal terms. The offtake agreement is intended to support future project development and does not constitute a production decision.

Disclosure required pursuant to Rule 17 and Schedule 2(g) of the AIM (Alternative Investment Market) rules for companies

The names of all companies and partnerships of which Lawrence Roulsten, aged 73, has been a director or partner at any time in the previous five years are set out in the attached table.

Mr. Roulston became a director of KBL Mining Ltd. in March, 2015, a company listed on the Australian Stock Exchange at the time, as a result of being the director nominee of Quintana Resources Capital ULC. On Sept. 7, 2016, Mr. Roulston resigned his position as director of KBL and on Sept. 8, 2016, KBL was placed into voluntary administration. On Sept. 19, 2016, receivers were appointed in respect of KBL.

Following the completion on the transaction and the completion of the offerings, Mr. Roulston currently owns 44,133,545 Galantas shares of no par value, representing 9.62 per cent of the company's voting rights.

Other than as set out in this news release, there are no other matters required to be disclosed pursuant to Rule 17 or Paragraph (g) of Schedule Two to the AIM rules for companies with regard to Mr. Roulston's appointment.

AIM Rule 13 -- related party transaction

Melquart Ltd., a shareholder with 35.8-per-cent ownership of Galantas prior to the completion of the transaction and the offerings, participated in the brokered offering for 10 million units, purchasing these units at the offering price for a total consideration of $800,000.

Melquart is deemed a related party to the company for the purposes of the AIM rules for companies, and the Melquart participation 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 participation, having consulted with their nominated adviser, consider the terms of the Melquart participation to be fair and reasonable insofar as the company's shareholders are concerned.

Following the Melquart participation, Melquart holds 57,372,977 Galantas shares, representing approximately 12.5 per cent of the company's issued share capital.

Issued share capital on admission and total voting rights

Application will be made for the admission of 132,400,635 Galantas shares pursuant to the transaction and 194,062,500 Galantas shares pursuant to the offerings to trading on AIM, with admission expected to occur on or around Jan. 6, 2026. An application has also been made for the following issues and cancellation of Galantas shares as previously notified to the market (i) 2,815,034 Galantas shares previously issued and announced on Dec. 14, 2022, as part of a block listing, (ii) 78,000 Galantas shares previously issued and announced on May 15, 2023, as part of a block listing, (iii) 933,334 Galantas shares issued and announced on Aug. 29, 2023, as part of the acquisition of the historical Gairloch drill data on April 13, 2023, and (iv) 77,777 Galantas shares cancelled and previously announced on March 4, 2024. Admission for the block listing shares and Gairloch shares and cancellation for the cancellation shares is expected to occur on or around Jan. 6, 2026.

Following admission, the company's issued share capital will consist of 458,863,772 common shares each with one voting right per share. There are no shares held in treasury. The company notes that the figure of 458,863,772 for the total issued share capital referred to in this news release is accurate and correct.

When calculating the total number voting rights, shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the company under the Financial Conduct Authority's disclosure guidance and transparency rules.

Qualified person

Scientific and technical disclosures in this news release have been reviewed and approved by Gavin Berkenheger, who is considered, by virtue of his education, experience and professional association, a qualified person and independent under the terms of NI 43-101.

About Galantas Gold Corp.

Galantas Gold is a Canadian public company that trades on the TSX Venture Exchange and the London Stock Exchange AIM market, both under the symbol GAL. It also trades on the OTCQB exchange under the symbol GALKF. Galantas is focused on advancing the Indiana gold-copper project in Chile, where the company is progressing mine design, engineering studies and a preliminary economic assessment. The company's strategy is to unlock value through disciplined advancement of the Indiana project toward development and production while also advancing the significant exploration potential.

In addition to Indiana, Galantas maintains exposure to gold production and exploration assets in the United Kingdom, including the Omagh project in Northern Ireland and the Gairloch project in Scotland, which hosts the Kerry Road high-grade gold-bearing VMS (volcanogenic massive sulphide) deposit.

We seek Safe Harbor.

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