10:58:03 EDT Fri 24 Jul 2026
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Galantas Gold Corp (3)
Symbol GAL
Shares Issued 830,901,823
Close 2026-07-23 C$ 0.39
Market Cap C$ 324,051,711
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Galantas Gold amends Dragones share purchase deal

2026-07-24 09:48 ET - News Release

Mr. Mario Stifano reports

GALANTAS ANNOUNCES AMENDMENT TO A DRAGONES SHARE PURCHASE AGREEMENT

Galantas Gold Corp., together with its subsidiary, Compania Minera OXI SpA (OXI), has entered into an amendment to the share purchase agreement (SPA) with Luis Catril, a former shareholder of Compania Minera e Inmobiliaria Dragones SpA (Dragones), to adjust the timing of cash payments. Pursuant to the SPA amendment: (i) $14-million (U.S.) originally payable on Dec. 31, 2029, has been adjusted such that $5-million (U.S.) was paid today and $9-million (U.S.) is payable by April 25, 2027; and (ii) Galantas is a guarantor and joint and several co-debtor of the obligation to pay the remaining cash payments.

OXI continues to hold 100 per cent of the shares of Dragones, the owner of the Andacollo gold project. The SPA amendment varies the share purchase agreement dated Jan. 6, 2026, with Mr. Catril, and all other share purchase agreements dated Jan. 6, 2026, with the former Dragones shareholders remain unchanged.

The total cash consideration payable under the Dragones agreements is $31-million (U.S.). Following the payment made today, $22-million (U.S.) remains payable and $9-million (U.S.) has been paid to former Dragones shareholders, along with the issuance of 91,313,890 common shares of Galantas to Mr. Catril. Pursuant to the Dragones agreements, the remaining cash consideration is payable through structured staged cash payments as follows:

  • By Dec. 31, 2026: $3-million (U.S.) is payable to the Dragones shareholders;
  • By April 25, 2027: $9-million (U.S.) is payable to the Dragones shareholders;
  • By Dec. 31, 2027: $4-million (U.S.) is payable to the Dragones shareholders;
  • By Dec. 31, 2028: $6-million (U.S.) is payable to the Dragones shareholders.

Rather than the final payments to the Dragones shareholders occurring on Dec. 31, 2029, pursuant to the SPA amendment, the final payment will now be made a year earlier on Dec. 31, 2028. If the payments described above are not completed to the former Dragones shareholders within the required timelines, the former Dragones shareholders have the right to seek that the shares of Dragones held by OXI be transferred back to such shareholder, with partial payments be forfeited.

In relation to entering into the SPA amendment, Mr. Catril has acknowledged full payment of the variable amount of 91,313,890 shares of Galantas owed under the applicable Dragones agreement, releasing the company and its affiliates from any potential disputes relating to such Dragones agreement.

The SPA amendment constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9 as Mr. Catril beneficially owns or exercises control or direction over more than 10 per cent of the outstanding common shares of the company. The company is relying on the exemption from the formal valuation requirement in Section 5.5(b) of MI 61-101 as the company is not listed on a specified market and the exemption from the minority shareholder approval requirement in Section 5.7(1)(a) of MI 61-101 as the fair market value of the subject matter of and the consideration for the SPA amendment, insofar as it involves the related party, do not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

AIM (Alternative Investment Market) Rule 13 -- related party transaction

Mr. Catril is deemed a related party to the company for the purposes of the AIM Rules for Companies, and the SPA amendment and co-debtor are considered related party transactions for the purposes of the AIM Rules for Companies. Accordingly, the directors of the company, who are all considered independent of the SPA amendment, having consulted with their nominated adviser, consider the SPA amendment and co-debtor to be fair and reasonable insofar as the company's shareholders are concerned.

About Galantas Gold Corp.

Galantas Gold is a publicly traded gold and copper company focused on the acquisition, development and advancement of gold and copper assets in stable mining jurisdictions. The company is currently advancing the development of the Indiana project and the Andacollo gold project in Chile. Galantas's strategy is to build long-term shareholder value through disciplined capital allocation, technically rigorous project evaluation and responsible development of high-quality mineral assets.

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