REG - Galantas Gold Corp - C$13.5M Upsized Financing and Acquisition Update

Galantas GoldAnnouncement

24/11/2025 07:00

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RNS Number : 6272I  Galantas Gold Corporation  24 November 2025

Galantas Gold Announces C$13.5 Million Upsized Financing and Provides Update
on Acquisition of RDL Mining Corp.

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

TORONTO, November 21, 2025 -- Galantas Gold Corporation (TSX-V & AIM: GAL;
OTCQB: GALKF) ("Galantas" or the "Company") is pleased to announce that, as a
result of strong investor demand, the Company has agreed with Canaccord
Genuity Corp. and Haywood Securities Inc. (together, the "Agents") to increase
the size of its previously announced "best efforts" private placement of units
of the Company (each, a "Unit") to raise aggregate gross proceeds of up to
C$13.5 million (the "Offering"), consisting of 168,750,000 Units at a price of
C$0.08 per Unit (the "Offering Price"). The size of the over-allotment option
(the "Agents' Option") granted to the Agents will be upsized to permit the
Agents to raise up to an additional C$2,025,000 through sales of up to
25,312,500 additional Units at the Offering Price.

Each Unit will be comprised of one common share of the Company (each, a
"Common Share") and one Common Share purchase warrant (each, a "Warrant").
Each Warrant will entitle the holder thereof to acquire one Common Share at a
price of C$0.12 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% of the aggregate gross proceeds of the Offering
(including gross proceeds from the Agents' Option, if any), subject to
reduction to 3.0% of the gross proceeds of up to C$1,100,000 (increased from
C$500,000 as previously announced) from purchasers on the president's list to
be agreed between the Company 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
Offering (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 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 (the "U.S. Securities Act"), 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 fund exploration work on
the Indiana Project (as defined below), to fund 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 December 10, 2025, and is subject to obtaining the required
approvals of the TSX Venture Exchange (the "TSXV") and satisfaction of
customary closing conditions.

Any subscriber that becomes an insider of the Company will file a personal
information form with the TSXV 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% or more of the then issued and outstanding
Common Shares (calculated on a partially diluted basis).

The securities to be offered in the Offering have not been, and will not be,
registered under the U.S. Securities Act or the applicable securities laws of
any state of the United States, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons (as defined in
Rule 902(k) of Regulation S under the U.S. Securities Act) or persons in the
United States absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and the applicable
securities laws of any state of the United States. No securities regulatory
authority has either approved or disapproved of the contents of this news
release. 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 prior to registration or qualification
under the securities laws of any such jurisdiction.

Update on Acquisition of RDL Mining

The Company's planned acquisition (the "Transaction") of all of the issued and
outstanding common shares of RDL Mining Corp. ("RDL") in exchange for Common
Shares, pursuant to a share purchase agreement dated November 13, 2025, among
Lawrence Roulston, Robert Sedgemore, Dorian L. (Dusty) Nicol (collectively,
the "RDL Shareholders") 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 (collectively, the "Consideration Shares"), which
represents 49.99% 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% of the issued and outstanding Common
Shares. The deemed issue price of each Consideration Share is C$0.08, for an
aggregate value of approximately C$10.6 million. The Consideration Shares will
be held in escrow in accordance with TSXV Policy 5.4 following the completion
of the Transaction. As additional consideration under the Transaction, 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 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 finder fees were paid in relation
to the Transaction. After consultation with its financial and legal advisors,
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 September 30, 2025, based on RDL's unaudited interim financial statements,
RDL had total assets of C$189,425, total liabilities of C$223,658 and total
equity of C$(34,233). For the period between its incorporation and September
30, 2025, RDL had a net loss of C$(34,263). Subsequent to September 30, 2025,
RDL has entered into the following material agreements:

·    A definitive option agreement with Minería Activa SpA ("Activa") to
acquire a 100% interest in the Indiana gold-copper project located in Chile
(the "Indiana Project"), which is currently owned by Activa, on the
satisfaction of certain conditions (the "Option"). In order to exercise the
Option, RDL must make payments totaling US$15 million to Activa over a period
of five years, with the first payment consisting of US$50,000 paid by RDL from
the proceeds of the Copper Stream (as defined below) and US$450,000 paid by
Ocean Partners UK Limited as an advance to Galantas and paid to Activa in the
fourth quarter of 2025. 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 (collectively, the "Option Payments").

·    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
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.

Following completion of the Transaction, the board of directors of Galantas
will be comprised of six members, being Mario Stifano, Róisín Magee, James
Clancy, David Cather, Brent Omland (existing directors of Galantas) and
Lawrence Roulston (a new director and a current RDL Shareholder). In addition,
Robert Sedgemore will be appointed as Senior Vice President, Operations, of
Galantas following completion of the Transaction.

·    Mr. Roulston is a mining professional with a B.Sc. 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. (NYSE: MTA) 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 which 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 December 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 TSXV Policy 5.3.

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 Offering, the expected timing for the completion of the Transaction
and the Offering, the expected use of proceeds from the Offering and plans for
the Company 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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