REG - Galantas Gold Corp - Galantas Gold Closes Shares For Debt Transactions

Galantas GoldAnnouncement

24/09/2025 07:00

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RNS Number : 5317A  Galantas Gold Corporation  24 September 2025

 

 

GALANTAS GOLD CLOSES TRANSACTION TO FORM JOINT VENTURE WITH OCEAN PARTNERS UK
LIMITED TO DEVELOP OMAGH GOLD PROJECT IN NORTHERN IRELAND

 

SEPTEMBER 24, 2025, TORONTO, CANADA - Galantas Gold Corporation (TSX-V &
AIM: GAL; OTCQB: GALKF) ("Galantas" or the "Company") is pleased to announce
that it has closed the previously announced joint venture transaction with
Ocean Partners UK Limited ("Ocean Partners") to develop the high-grade Omagh
Gold Project in County Tyrone, Northern Ireland (the "Omagh Project"), as
described in the Binding Term Sheet dated June 6, 2025 (see Galantas Gold's
news release dated June 9, 2025).

 

Mario Stifano, CEO of Galantas, commented: "We are delighted to have closed
this transformative transaction with Ocean Partners. With finance in place and
the joint venture formally established, work will begin on a new drill program
targeting high-grade zones at the Joshua Vein and testing the northern
extension of the Kearney Vein to accelerate resource definition at the Omagh
Project.

 

"With the Company's now strengthened financial position, through the
substantially reduced legacy debt along with the Melquart debt conversion,
Galantas will continue advancing its other interests, including exploration at
the Gairloch high-grade gold and copper volcanogenic massive sulphide ("VMS")
project in Scotland."

 

Highlights of the Closing

 

Ocean Partners has completed the exchange of its existing loans, totalling
approximately US$14 million (GBP £10.3 million), for an 80% interest in
Flintridge Resources Limited ("Flintridge") and Omagh Minerals Ltd ("Omagh
Minerals"), subsidiaries of Galantas that collectively own the Omagh Project.
As a result, Galantas retains a 20% interest in each subsidiary.

 

As part of the transaction, Ocean Partners has provided an initial capital
investment of US$3 million (GBP £2.2 million). These funds are allocated
toward exploration, restart planning, and general and administrative costs
during the first phase of the joint venture, referred to as the Initial Term.
Galantas is free carried during this period. Ocean Partners has also confirmed
its option to provide an additional US$5 million (GBP £3.7 million) in a
second phase (the "Second Term"), which will be directed toward further
exploration and the commissioning of a development program. Galantas retains
the option to participate pro-rata in this future funding.

 

In connection with the joint venture, a shareholders' agreement has been
executed, appointing Ocean Partners as operator of the Omagh Project. The
board of Flintridge will consist of four representatives nominated by Ocean
Partners and one representative nominated by Galantas, for so long as Galantas
maintains at least a 10% interest in Flintridge.

 

During the Initial Term, Galantas holds the right to convert its 20% equity
interest in Flintridge into a 3.00% Net Smelter Return ("NSR") royalty. Half
of this royalty would be subject to buy-back by Flintridge for US$8 million
(GBP £5.9 million). If Galantas does not exercise this option and its
ownership in Flintridge is subsequently diluted below 10%, its equity interest
will automatically convert into a 1.50% NSR, with half of that amount subject
to buy-back for US$4 million (GBP £3.0 million).

 

Closing of Melquart Debt Transaction

 

The Company also announces the closing of the Proposed Melquart Debt
Transaction, previously announced on June 9, 2025. Pursuant to shareholder
approval at the Annual & Special Meeting held on August 5, 2025, Melquart
converted US$875,000 (GBP £646,171) of its debt under a convertible note,
plus accrued interest of US$182,803 (GBP £134,997), into 17,630,050 common
shares of no par value ("Common Shares") in Galantas, at a deemed price of
US$0.06 (GBP £0.044) per share (the "Melquart Common Shares").

 

Following the closing of the Melquart Debt Transaction, Melquart now holds
47,372,977 Common Shares, representing approximately 35.4% of the issued share
capital of Galantas. The Common Shares issued in connection with the Melquart
Debt Transaction are subject to a hold period of four months and a day,
expiring on January 24, 2026.

 

Issued Share Capital on Admission and Total Voting Rights

 

Application will be made for the admission of the Melquart Common Shares to
trading on AIM, with admission expected to occur on or around September 29,
2025 ("Admission"). Following Admission, the Company's issued share capital
will comprise 132,400,637 Ordinary Shares each with one voting right per
share. There are no shares held in treasury. 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.

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this 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 & Broking)

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 use of proceeds, results of
exploration and mine development programs at the Omagh Project and Gairloch
Project. 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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