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Not for distribution to U.S. newswire companies or dissemination in america
Galantas Gold Company (TSX-V & AIM: GAL; OTCQB: GALKF) (” Galantas ” or the ” Firm “) is happy to announce that, on account of robust investor demand, the Firm has agreed with Canaccord Genuity Corp. and Haywood Securities Inc. (collectively, the ” Brokers “) to extend the scale of its beforehand introduced “greatest efforts” personal placement of items of the Firm (every, a ” Unit “) to lift combination gross proceeds of as much as C$13.5 million (the ” Providing “), consisting of 168,750,000 Items at a worth of C$0.08 per Unit (the ” Providing Value “). The dimensions of the over-allotment possibility (the ” Brokers’ Possibility “) granted to the Brokers will likely be upsized to allow the Brokers to lift as much as a further C$2,025,000 by gross sales of as much as 25,312,500 extra Items on the Providing Value.
Every Unit will likely be comprised of 1 widespread share of the Firm (every, a ” Frequent Share “) and one Frequent Share buy warrant (every, a ” Warrant “). Every Warrant will entitle the holder thereof to accumulate one Frequent Share at a worth of C$0.12 for a interval of 36 months from the closing of the Providing.
As compensation for his or her companies, the Firm can pay to the Brokers a money fee equal to 7.0% of the mixture gross proceeds of the Providing (together with gross proceeds from the Brokers’ Possibility, if any), topic to discount to three.0% of the gross proceeds of as much as C$1,100,000 (elevated from C$500,000 as beforehand introduced) from purchasers on the president’s record to be agreed between the Firm and Canaccord Genuity Corp. (the ” President’s Checklist “), and the Firm will subject to the Brokers compensation warrants (” Compensation Warrants “) in an quantity equal to 7.0% of the Items offered within the Providing (together with Items offered pursuant to the Brokers’ Possibility, if any), topic to discount to three.0% for purchasers on the President’s Checklist. Every Compensation Warrant will entitle the holder thereof to accumulate one Frequent Share for the Providing Value for a interval of 24 months from the time limit of the Providing.
Items offered beneath the Providing could also be supplied to purchasers resident within the provinces and territories of Canada pursuant to relevant prospectus exemptions and in accordance with relevant legal guidelines. Items may additionally be supplied on the market in america pursuant to accessible exemptions from the registration necessities of the United States Securities Act of 1933 , as amended (the ” U.S. Securities Act “), and in these different jurisdictions exterior of Canada and america, supplied it’s understood that no prospectus submitting or comparable obligation arises in such different jurisdiction. Any securities issued beneath Providing will likely be topic to a maintain interval in accordance with relevant Canadian securities legal guidelines, expiring 4 months and in the future following the difficulty date of the Items.
The web proceeds from the Providing will likely be used to fund exploration work on the Indiana Venture (as outlined beneath), to fund Possibility Funds (as outlined beneath) in respect of the Indiana Venture, and for basic company and dealing capital functions.
There isn’t a minimal quantity of Items that should be offered within the Providing as a situation to its completion. Completion of the Providing is anticipated to happen on or round December 10, 2025, and is topic to acquiring the required approvals of the TSX Enterprise Trade (the ” TSXV “) and satisfaction of customary closing situations.
Any subscriber that turns into an insider of the Firm will file a private data type with the TSXV for his or her evaluate and approval. The Warrants will prohibit any holder from exercising any Warrants that may lead to any holder proudly owning or controlling 20% or extra of the then issued and excellent Frequent Shares (calculated on {a partially} diluted foundation).
The securities to be supplied within the Providing haven’t been, and won’t be, registered beneath the U.S. Securities Act or the relevant securities legal guidelines of any state of america, and is probably not supplied or offered in america or to, or for the account or advantage of, U.S. individuals (as outlined in Rule 902(ok) of Regulation S beneath the U.S. Securities Act) or individuals in america absent registration or any relevant exemption from the registration necessities of the U.S. Securities Act and the relevant securities legal guidelines of any state of america. No securities regulatory authority has both accredited or disapproved of the contents of this information launch. This information launch shall not represent a proposal to promote or the solicitation of a proposal to purchase securities in america, nor shall there be any sale of those securities in any jurisdiction by which such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction.
Replace on Acquisition of RDL Mining
The Firm’s deliberate acquisition (the ” Transaction “) of the entire issued and excellent widespread shares of RDL Mining Corp. (” RDL “) in alternate for Frequent Shares, pursuant to a share buy settlement dated November 13, 2025, amongst Lawrence Roulston, Robert Sedgemore, Dorian L. (Dusty) Nicol (collectively, the ” RDL Shareholders “) and Galantas, continues to progress towards closing. The Firm needs to supply sure extra data in respect of the Transaction.
As consideration beneath the Transaction, every RDL Shareholder will obtain roughly 44 million Frequent Shares, for an combination of roughly 132 million Frequent Shares (collectively, the ” Consideration Shares “), which represents 49.99% of the issued and excellent Frequent Shares following the difficulty of the Consideration Shares, earlier than bearing in mind Frequent Shares issued beneath the Providing. Not one of the RDL Shareholders are collaborating within the Providing. If the utmost quantity is raised beneath the Providing, every RDL Shareholder will maintain roughly 10.2% of the issued and excellent Frequent Shares. The deemed subject worth of every Consideration Share is C$0.08, for an combination worth of roughly C$10.6 million. The Consideration Shares will likely be held in escrow in accordance with TSXV Coverage 5.4 following the completion of the Transaction. As extra consideration beneath the Transaction, every RDL Shareholder will likely be granted a 0.66% web smelter returns (” NSR “) royalty payable by Galantas in respect of the Indiana Venture, for an combination NSR royalty of roughly 2%.
The whole consideration paid beneath the Transaction to RDL Shareholders in alternate for the entire issued and excellent widespread shares of RDL was decided pursuant to arm’s size negotiations between the administration and board of administrators of Galantas and RDL. No finder charges have been paid in relation to the Transaction. After session with its monetary and authorized advisors, the board of administrators of Galantas unanimously accredited the getting into into of the Transaction.
RDL was included on July 18, 2025 beneath the legal guidelines of British Columbia. As of September 30, 2025, based mostly on RDL’s unaudited interim monetary statements, RDL had whole property of C$189,425, whole liabilities of C$223,658 and whole fairness of C$(34,233). For the interval between its incorporation and September 30, 2025, RDL had a web lack of C$(34,263). Subsequent to September 30, 2025, RDL has entered into the next materials agreements:
- A definitive possibility settlement with Minería Activa SpA (” Activa “) to accumulate a 100% curiosity within the Indiana gold-copper undertaking situated in Chile (the ” Indiana Venture “), which is at the moment owned by Activa, on the satisfaction of sure situations (the ” Possibility “). In an effort to train the Possibility, RDL should make funds totaling US$15 million to Activa over a interval of 5 years, with the primary cost consisting of US$50,000 paid by RDL from the proceeds of the Copper Stream (as outlined beneath) and US$450,000 paid by Ocean Companions UK Restricted as an advance to Galantas and paid to Activa within the fourth quarter of 2025. The remaining funds include US$1 million in years one and two, US$2 million in years three and 4 and a closing cost of US$8.5 million in yr 5 (collectively, the ” Possibility Funds “).
- A copper stream settlement with 1555070 B.C. Ltd. (” 155 “) in respect of a copper stream on the Indiana Venture for a complete upfront cost of C$550,000 in return for a hard and fast proportion of copper produced on the Indiana Venture to be delivered at a reduction to the prevailing copper worth (the ” Copper Stream “). This C$550,000 cost has been made to RDL. In return, RDL will ship to 155 6% of the payable copper delivered from the Indiana Venture, till 2,000,000 kilos of copper have been delivered, after which RDL will ship to 155 3% of the payable copper produced on the Indiana Venture, for which 155 can pay 20% of the spot worth on supply.
Following completion of the Transaction, the board of administrators of Galantas will likely be comprised of six members, being Mario Stifano, Róisín Magee, James Clancy, David Cather, Brent Omland (present administrators of Galantas) and Lawrence Roulston (a brand new director and a present RDL Shareholder). As well as, Robert Sedgemore will likely be appointed as Senior Vice President, Operations, of Galantas following completion of the Transaction.
- Mr. Roulston is a mining skilled with a B.Sc. in geology with over 40 years of various expertise within the mining business. He’s a co-founder and the Chairman of Metalla Royalty and Streaming Ltd. (NYSE: MTA) and the Managing Director of WestBay Capital Advisors, offering enterprise advisory and capital markets experience to the junior and mid-tier sectors of the mining business. Beforehand, he was President of Quintana Assets Capital ULC, an organization which supplied useful resource advisory companies for United States personal buyers. Earlier than that, he was a mining analyst and guide, in addition to the editor of “Useful resource Alternatives”, an impartial funding publication targeted on the mining business. For the primary 20 years of his profession, Mr. Roulston was concerned in administration of each massive and junior useful resource firms. Mr. Roulston been a Director of MTB Metals Corp. since December 15, 2017, in addition to the President and CEO since July 27, 2018. He has additionally been a Director of GT Assets Inc. since March 28, 2019 and has served as a director of a number of different firms.
- Mr. Sedgemore is a course of engineer with over 25-years of worldwide expertise within the mining business concerned within the design, development, commissioning and optimization of mineral processing vegetation in a number of jurisdictions worldwide together with in depth expertise in South America, together with main Chilean mines (Escondida, Chuquicamata, Zaldivar), having labored with BHP, Placer Dome, and IFC Principal Mining Specialist. Mr. Sedgemore is a graduate of the Haileybury College of Mines.
The RDL Shareholders would not have any particular relationship with one another, besides of their capacities as present administrators, officers and shareholders of RDL, as relevant.
Topic to satisfying all crucial situations and receipt of all required approvals, the events anticipate completion of the Transaction within the fourth quarter of 2025.
Buying and selling Halt
Buying and selling within the Frequent Shares of Galantas is at the moment halted in accordance with TSXV Coverage 5.3.
Neither TSXV nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this information launch.
The knowledge contained inside this announcement is deemed to represent inside data as stipulated beneath the retained EU regulation model of the Market Abuse Regulation (EU) No. 596/2014 (the ” UK MAR “) which is a part of UK regulation by advantage of the European Union (Withdrawal) Act 2018. The knowledge is disclosed in accordance with the Firm’s obligations beneath Article 17 of the UK MAR. Upon the publication of this announcement, this inside data is now thought of to be within the public area.
About Galantas Gold Company
Galantas Gold Company is a Canadian public firm that trades on the TSX Enterprise Trade and the London Inventory Trade AIM market, each beneath the image GAL. It additionally trades on the OTCQB Trade beneath the image GALKF. The Firm’s technique is to create shareholder worth by increasing gold manufacturing and assets on the Omagh Venture in Northern Eire, and exploring the Gairloch Venture internet hosting the Kerry Street gold-bearing VMS deposit in Scotland.
Enquiries
Galantas Gold Company
Mario Stifano: Chief Government Officer
Electronic mail: information@galantas.com
Web site: www.galantas.com
Phone: +44(0)28 8224 1100
Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, Elliot Peters
Phone: +44(0)20 7383 5100
SP Angel Company Finance LLP (AIM Dealer)
David Hignell, Charlie Bouverat (Company Finance)
Grant Barker (Gross sales & Brokering)
Phone: +44(0)20 3470 0470
Ahead-Wanting Statements
This information launch accommodates forward-looking statements inside the which means of america Non-public Securities Litigation Reform Act of 1995 and relevant Canadian securities legal guidelines, together with the phrases of the Transaction and the Providing, the anticipated timing for the completion of the Transaction and the Providing, the anticipated use of proceeds from the Providing and plans for the Firm following completion of the Transaction. Ahead-looking statements are based mostly on estimates and assumptions made by Galantas in gentle of its expertise and notion of historic traits, present situations and anticipated future developments, in addition to different elements that Galantas believes are applicable within the circumstances. Many elements may trigger Galantas’ precise outcomes, the efficiency or achievements to vary materially from these expressed or implied by the ahead wanting statements or technique, together with: gold worth volatility; discrepancies between precise and estimated manufacturing, precise and estimated metallurgical recoveries and throughputs; mining operational danger, geological uncertainties; regulatory restrictions, together with environmental regulatory restrictions and legal responsibility; dangers of sovereign involvement; speculative nature of gold exploration; dilution; competitors; lack of or availability of key workers; extra funding necessities; uncertainties concerning planning and different allowing points; and faulty title to mineral claims or property. These elements and others that might have an effect on Galantas’ forward-looking statements are mentioned in better element within the part entitled “Threat Components” in Galantas’ Administration Dialogue & Evaluation of the monetary statements of Galantas and elsewhere in paperwork filed now and again with the Canadian provincial securities regulators and different regulatory authorities. These elements must be thought of fastidiously, and individuals reviewing this information launch shouldn’t place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to replace or revise any forward-looking statements on this information launch, besides as required by regulation.
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