REG - Galantas Gold Corp - Acquisition of RDL Mining Corp. and Placement

Galantas GoldAnnouncement

14/11/2025 07:00

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RNS Number : 5154H  Galantas Gold Corporation  14 November 2025

Galantas Gold Announces Acquisition of RDL Mining Corp.

with Option to Develop Indiana Gold-Copper Project in Chile and Brokered
Private Placement to Raise up to $7 million

Not for distribution to U.S. newswire services or dissemination in the United
States

TORONTO, November 13, 2025 -- Galantas Gold Corporation (TSX-V & AIM: GAL;
OTCQB: GALKF) ("Galantas" or the "Company") is pleased to announce that it has
entered into a share purchase agreement (the "Share Purchase Agreement"),
pursuant to which Galantas will acquire all of the issued and outstanding
common shares of RDL Mining Corp. ("RDL") in exchange for common shares
("Galantas Shares") of Galantas (the "Transaction"). The Transaction will
create a combined company that intends to lead the advancement of the Indiana
gold-copper project located in Chile (the "Indiana Project"), over which RDL
holds an option to acquire a 100% interest from Minería Activa SpA ("Activa")
by meeting certain conditions (the "Option").

Mario Stifano, CEO of Galantas, commented: "The Indiana Project represents a
compelling dual‑path opportunity - with an operating mine and historical
high‐grade gold-copper resources, this Transaction positions Galantas to
fast‑track the project into production, while simultaneously unlocking
significant exploration upside by drilling the numerous outcropping and
untested veins on the property. The addition of seasoned mining veterans,
Lawrence Roulston and Robert Sedgemore, to our board and leadership team,
respectively, further strengthens our ability to execute on this vision and
deliver meaningful growth for our shareholders. Robert, who has extensive mine
building expertise, including experience at Escondida and Chuquicamata, will
lead the Indiana Project, as the Company ramps up production and unlocks its
significant exploration potential."

Details on the Indiana Project

The Indiana Project is located 40 kilometres (km) from Copiapó at 1470 metres
above sea level, in one of the world's most prolific mining districts. The
region combines exceptional geological endowment, strategic infrastructure,
and a highly skilled local workforce. The Indiana Project sits within the rich
copper‑gold‐silver belt of the coastal cordillera of the Atacama Region,
Chile, a region which has attracted major mining companies, including Fenix
Gold, Minera Candelaria (Lundin Mining), Kinross Gold and ENAMI. With
Copiapó serving as a well‑established staging and services hub - offering
mining suppliers, experienced workforce and infrastructure such as power and
transport routes - projects benefit from reduced lead times and enhanced
operational flexibility.

The Indiana Project is an operating gold and copper mine, which is ready for
immediate expansion. It comprises mineral concessions covering 923 hectares.
It is currently 100% owned by Activa, subject to the Option. Work by previous
operators of the Indiana Project includes 13,000 metres of diamond drilling in
40 holes, 2,000 chip and trench samples, and detailed geology and structural
modelling. Eight major ~1 metre wide veins ranging up to 1.5 kilometres in
length and down to 400 metres depth have been delineated. A historical
inferred mineral resource estimate for the Indiana Project(1) outlines 607,000
ounces of gold equivalent (AuEq)(2), consisting of 3.09 million tonnes,
averaging 2.8 grams per tonne (g/t) gold and 1.6% copper, at a 4 g/t AuEq
cut-off, supported by a technical report (the "2013 Technical Report")
prepared for Activa in accordance with National Instrument 43-101 Standards of
Disclosure for Mineral Projects ("NI 43-101"). Metallurgical tests indicate
very good recoveries for sulphide material of approximately 90% for gold and
95% for copper.

The historical inferred mineral resource estimate(2) for the veins averaging
over 4 g/t AuEq is summarized in the table below.

 Vein            Tonnage    Au      Cu    Mo     AuEq (g/t)  AuEq ounces

                            (g/t)   (%)   (%)
 Bondadosa       910,400    3.4     1     0.019  5.5         160,900
 Rucas           750,200    2.1     1.7   0.006  5.6         133,800
 Flor de Espino  638,100    3.5     1.3   0.002  6.3         128,300
 Indian III      351,400    1.9     1.4   0.009  4.9         55,200
 Rosario         443,600    2.7     3.1   0.01   9.0         128
 Total           3,093,700  2.8     1.6   0.01   6.1         607,000

The Company is updating the mineral resource estimate for the Indiana Project,
and an updated NI 43-101 technical report is expected to be completed before
the end of November 2025. The updated mineral resource estimate is being
prepared by DRA Global and will include the results of drilling and
underground channel sampling completed since the 2013 Technical Report.

The historical resource includes only five veins drilled to a vertical depth
of 300 metres. Over 20 veins, as well as outcropping breccia, remain untested
over the 25 km of identified major and minor veins. Two underground declines
provide access for exploration and development and enable near-term mining
potential.

Transaction Terms

As consideration for the acquisition of RDL, each RDL shareholder (being
Lawrence Roulston, Robert Sedgemore and Dorian L. (Dusty) Nicol (the "RDL
Shareholders")) will receive approximately 44 million Galantas Shares (the
"RDL Shares"), for an aggregate of approximately 132 million Galantas Shares,
which represents 49.99% of the issued and outstanding Galantas Shares
following the issue of the RDL Shares. Additionally, each RDL Shareholder will
be granted a 0.66% net smelter returns ("NSR") royalty payable by Galantas in
respect of the Indiana Project, for an aggregate NSR royalty of approximately
2%.

The completion of the Transaction is subject to a number of terms and
conditions contained in the Share Purchase Agreement, including without
limitation, the approval of the TSX Venture Exchange (the "TSXV"), there not
having occurred a material adverse change in the business of Galantas or RDL,
and other standard conditions of closing for a transaction of this nature.
There can be no assurance that all necessary approvals will be obtained or
that all conditions of closing will be satisfied.

Following the completion of the Transaction and the Concurrent Financing (as
defined below), each RDL Shareholder is expected to hold approximately 12.5%
of the issued and outstanding Galantas Shares.

Activa Option

In order to exercise the Option, RDL must make payments totaling US$15 million
to Activa over a period of five years (the "Option Period"), with the first
payment of US$500,000 paid by Ocean Partners UK Limited as an advance to
Galantas and paid to Activa in the fourth quarter of 2025 (the "Ocean
Payment"). The Ocean Payment will be repaid by Galantas from the proceeds of
the proposed fundraising as set out below. The remaining payments consist of
US$1 million in years one and two, US$2 million in years three and four and a
final payment of US$8.5 million in year five (together, the "Option
Payments").

RDL has committed to spend a minimum of US$1 million per year during the
Option Period on exploration and development activities within the Indiana
Project. In addition, RDL has committed to (i) excavate a minimum of five
hundred linear metres of exploration drifts, (ii) complete a minimum of 2,500
metres of exploration drilling, or (iii) a combination thereof using an
equivalence ratio of one metre of drifts for every five metres of drilling.

Until RDL has exercised the Option, RDL will be leasing the Indiana Project
for a 10% NSR royalty payable to Activa. Until the Indiana Project goes into
commercial production, the NSR royalty will be paid as a rent payment, which
will not be less than 25% of the Option Payment corresponding to that year.
Once the Indiana Project goes into commercial production, the NSR royalty will
not be greater than 50% of the Option Payment corresponding to that year.

There is an existing NSR royalty of 2.5% payable to an underlying property
owner, which covers approximately 40% of the present concessions comprising
the Indiana Project and which will be payable by RDL, including after exercise
of the Option.

Details on RDL

RDL was incorporated in British Columbia on July 18, 2025, for the purpose of
identifying, exploring and developing mining projects. RDL has entered into an
agreement with 1555070 B.C. Ltd. ("155") in respect of a copper stream at the
Indiana Project for a total upfront payment of C$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 (the "Copper Stream"). This C$550,000
payment has been made to RDL. In return, RDL will deliver to 155 6% of the
payable copper delivered from the Indiana Project, until 2,000,000 pounds of
copper have been delivered, after which RDL will deliver to 155 3% of the
payable copper produced at the Indiana Project, for which 155 will pay 20% of
the spot price on delivery. Other than in relation to the Indiana Project, RDL
has not entered into any other material agreements. As of September 30, 2025,
RDL had gross assets of approximately C$190,000 and losses of approximately
C$225,000.

Board of Directors and Management

Promptly following the closing of the Transaction and subject to regulatory
approval(s), Galantas will appoint Lawrence Roulston to its board of directors
(the "Galantas Board") as a non-executive director and Robert Sedgemore as its
Senior Vice President, Operations. Mr. Roulston will receive C$30,000 per
annum in director fees. Each of Mr. Roulston and Mr. Sedgemore are current
shareholders and directors of RDL. No other changes are expected to be made to
the Galantas Board or its senior management in connection with the
Transaction. Dorian L. (Dusty) Nicol will act as a special advisor to the
Company regarding exploration, on terms to be agreed between the parties in
advance of closing of the Transaction.

Mr. Roulston has more than 40 years of diverse experience in the mining
industry and is a co-founder and the Chairman of Metalla Royalty and Streaming
Ltd. (NYSE: MTA).

Mr. Sedgemore is a graduate of the Haileybury School of Mines and has over 25
years of international experience as a mine developer and operator, including
major Chilean mines (Escondida, Chuquicamata, Zaldivar), having worked with
BHP, Placer Dome, and IFC Principal Mining Specialist.

Mr. Nicol, special advisor on exploration, is bilingual in Spanish and English
and has over 50 years of experience managing successful gold and copper
exploration programs around the world, as well as in due diligence and mining
development and production. He has significant experience leading mineral
projects in South America.

Concurrent Financing

Concurrent with the Transaction, Galantas intends to raise up to $7 million
pursuant to a brokered private placement of up to 87,500,000 units of Galantas
(each, a "Unit"), on a "best efforts" agency basis, at a price of $0.08 per
Unit, in reliance on exemptions from prospectus requirements under applicable
securities laws in each of the provinces and territories of Canada (the
"Concurrent Financing"). Canaccord Genuity Corp. and Haywood Securities Inc.
will act as co-lead agents and joint bookrunners (together, the "Agents"), in
connection with the Concurrent Financing.

Each Unit will be comprised of one Galantas Share and one Galantas Share
purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof
to purchase one Galantas Share for C$0.12 for a period of 36 months from the
closing date of the Concurrent Financing.

The Company has granted the Agents an over-allotment option (the "Agents'
Option"), which will permit the Agents to raise up to an additional C$1.05
million through sales of additional Units. As compensation for their services,
the Company will pay to the Agents a cash commission equal to 7.0% of the
aggregate gross proceeds of the Concurrent Financing (including gross proceeds
from the Agents' Option, if any), subject to reduction to 3.0% of the gross
proceeds of up to C$500,000 from purchasers on the president's list to be
agreed between the Corporation and Canaccord Genuity Corp. (the "President's
List"), and the Company will issue to the Agents compensation warrants
("Compensation Warrants") in an amount equal to 7.0% of the Units sold in the
Concurrent Financing (including Units sold pursuant to the Agents' Option, if
any), subject to reduction to 3.0% for purchasers on the President's List.
Each Compensation Warrant will entitle the holder thereof to acquire one
Galantas Share for C$0.08 for a period of 24 months from the closing date of
the Concurrent Financing.

The 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 as may be agreed between Galantas and the
Agents, provided it is understood that no prospectus filing or comparable
obligation arises in such other jurisdiction.

The Galantas Shares, Warrants and Compensation Warrants issuable from the
Concurrent Financing will be subject to a statutory hold period expiring four
months and one day from the closing of the Concurrent Financing. The net
proceeds from the Concurrent Financing will be used to fund exploration work
on the Indiana Project, to fund certain Option Payments in respect of the
Indiana Project and for general corporate and working capital purposes. The
remainder of the Option Payments will be paid through future financings.

Completion of the Concurrent Financing is expected to occur on or around
December 4, 2025, and is subject to obtaining the required approvals of the
TSXV and satisfaction of customary closing conditions.

Certain insiders of the Company are anticipated to participate in the
Concurrent Financing, and such participation by insiders will constitute a
related party transaction as defined in Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company intends to rely on exemptions from the formal valuation and
minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a)
of MI 61-101 on the basis that neither the fair market value of the securities
to be issued under the Concurrent Financing nor the consideration to be paid
by insiders of the Company will exceed 25% of the Company's market
capitalization.

The securities to be offered in the Concurrent Financing have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended, or
any U.S. state securities laws, and may not be offered or sold in the United
States or to, or for the account or benefit of, United States persons absent
registration or any applicable exemption from the registration requirements of
the U.S. Securities Act and applicable U.S. state securities laws. This news
release shall not constitute an offer to sell or the solicitation of an offer
to buy securities in the United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful.

Transaction Timeline

Pursuant to the Share Purchase Agreement and 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.

Approval of Board of Directors and Shareholder Support

After consultation with its financial and legal advisors, the Galantas Board
unanimously approved the entering into of the Share Purchase Agreement.

Following consultation with certain shareholders, the Company has received
confirmation from its shareholders who hold approximately 57% of the issued
and outstanding Galantas Shares, confirming that they are fully supportive of
each of the components of the Transaction and that they would vote in favour
of the Transaction were a vote on the matter put to the shareholders of the
Company at a general meeting. The Company confirms that there are currently no
plans to hold a general meeting in order to approve the Transaction.

Notes

 1  "Technical Report Indiana Gold and Copper Project Region III Chile" dated
December 9, 2013, prepared in accordance with NI 43-101 by Dr. Eduardo Magri
for Activa.

 

2 Gold equivalency based on the following prices: gold US$1,100/oz, copper
US$2.80/lb, molybdenum US$12/lb, and adjusted for the following recovery
rates: gold 75%, copper 88%, molybdenum 60% (e.g., 1 pound copper = (1 x
$2.80) / $1,100 x (88% / 75%) AuEq). Areas, tonnages and metal content are
rounded to the nearest hundred square metres, tonnes and ounces, respectively;
vein thickness is rounded to the nearest centimetre, grades are rounded to two
decimal places. Rounding may result in apparent differences between tonnes,
grade and metal content. A qualified person of Galantas has not done
sufficient work to classify this historical estimate as current mineral
resources or mineral reserves, and Galantas is not treating this historical
estimate as current mineral resources or mineral reserves.

Qualified Person

Scientific and technical disclosures in this news release have been reviewed
and approved by Mr. 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.

Neither TSXV nor its Regulation Services Provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this news release.

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

About Galantas Gold Corporation

Galantas Gold Corporation 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. 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 deposit in Scotland.

Enquiries

Galantas Gold Corporation

Mario Stifano: Chief Executive Officer

Email: info@galantas.com

Website: www.galantas.com

Telephone: +44(0)28 8224 1100

Grant Thornton UK LLP (AIM Nomad)

Philip Secrett, Harrison Clarke, Elliot Peters

Telephone: +44(0)20 7383 5100

SP Angel Corporate Finance LLP (AIM Broker)

David Hignell, Charlie Bouverat (Corporate Finance)

Grant Barker (Sales & Brokering)

Telephone: +44(0)20 3470 0470

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws, including the terms of the Transaction
and the Concurrent Financing, the expected timing for the completion of the
Transaction and the Concurrent Financing, the expected use of proceeds from
the Concurrent Financing, details of the Option and plans to explore and
advance the Indiana Project following completion of the Transaction.
Forward-looking statements are based on estimates and assumptions made by
Galantas in light of its experience and perception of historical trends,
current conditions and expected future developments, as well as other factors
that Galantas believes are appropriate in the circumstances. Many factors
could cause Galantas' actual results, the performance or achievements to
differ materially from those expressed or implied by the forward looking
statements or strategy, including: gold price volatility; discrepancies
between actual and estimated production, actual and estimated metallurgical
recoveries and throughputs; mining operational risk, geological uncertainties;
regulatory restrictions, including environmental regulatory restrictions and
liability; risks of sovereign involvement; speculative nature of gold
exploration; dilution; competition; loss of or availability of key employees;
additional funding requirements; uncertainties regarding planning and other
permitting issues; and defective title to mineral claims or property. These
factors and others that could affect Galantas' forward-looking statements are
discussed in greater detail in the section entitled "Risk Factors" in
Galantas' Management Discussion & Analysis of the financial statements of
Galantas and elsewhere in documents filed from time to time with the Canadian
provincial securities regulators and other regulatory authorities. These
factors should be considered carefully, and persons reviewing this news
release should not place undue reliance on forward-looking statements.
Galantas has no intention and undertakes no obligation to update or revise any
forward-looking statements in this news release, except as required by law.

 

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