REG - Galantas Gold Corp - RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2025
28/11/2025 07:00
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RNS Number : 3611J Galantas Gold Corporation 28 November 2025
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE QUARTER ENDED September 30, 2025
November 28, 2025: Galantas Gold Corporation (the 'Company') is pleased to
announce its unaudited financial results for the Quarter ended September 30,
2025.
Financial Highlights
Highlights of the third quarter 2025 results, which are expressed in Canadian
Dollars, are summarized below:
All figures denominated in Canadian Dollars (CDN$)
Quarter Ended
September 30
2025 2024
Revenue $ 0 $ 0
Cost and expenses of operations $ (15,569) $ (22,283)
Loss before the undernoted $ (15,569) $ (22,283)
Depreciation $ (90,576) $ (110,126)
General administrative expenses $ (1,761,260) $ (1,174,156)
Foreign exchange gain (loss) $ (106,064) $ (26,553)
Unrealized gain on derivative fair value adjustment $ (156,025) $ 592,489
Gain on extinguishment of convertible debentures $ 10,470 $ 0
Loss on disposal of interest in subsidiaries $ (2,885,663) $ 0
Net (Loss) for the quarter $ (5,004,687) $ (740,629)
Working Capital Deficit $ (2,557,662 ) $ (14,098,845)
Cash gain/(loss) from operating activities before changes in non-cash working $ 146,134 $ 21,801
capital
Cash at September 30, 2025 $ 19,943 $ 383,011
Sales revenue for the quarter ended September 30, 2025 amounted to $ Nil
compared to revenue of $ Nil for the quarter ended September 30, 2024.
Shipments of concentrate commenced during the third quarter of 2019.
Concentrate sales provisional revenues totalled US$ 566,000 for the third
quarter of 2025 compared to US$ 528,000 for the third quarter of 2024. Until
the mine commences commercial production, the net proceeds from concentrate
sales are being offset against development assets.
The Net Loss for the quarter ended September 30, 2025 amounted to $ 5,004,687
(2024: $ 740,629) and the cash inflow from operating activities before changes
in non-cash working capital for the quarter ended September 30, 2025 amounted
to $146,134 (2024: cash inflow $21,801).
The Company had a cash balance of $ 19,943 at September 30, 2025 compared to $
383,011 at September 30, 2024. The working capital deficit at September 30,
2025 amounted to $ 2,557,662 compared to a working capital deficit of $
14,098,845 at September 30, 2024.
The Company shows a loss on disposal of interest in subsidiaries at quarter
end September 30, 2025 amounting to $ 2,885,663 compared to $ nil in the
previous period. Flintridge and Omagh are now shown under Investment in
Associates on the balance sheet.
Safety is a high priority for the Company and we continue to invest in
safety-related training and infrastructure. The zero lost time accident rate
since the start of underground operations continues. Environmental monitoring
demonstrates a high level of regulatory compliance.
The detailed results and Management Discussion and Analysis (MD&A) are
available on www.sedar.com (http://www.sedar.com) and www.galantas.com
(http://www.galantas.com) and the highlights in this release should be read in
conjunction with the detailed results and MD&A. The MD&A provides an
analysis of comparisons with previous periods, trends affecting the business
and risk factors.
Click on, or paste the following link into your web browser, to view the
associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/3611J_1-2025-11-27.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3611J_1-2025-11-27.pdf)
Qualified Person
The financial components of this disclosure have been reviewed by Alan Buckley
(Chief Financial Officer) and the production and permitting components by
Brendan Morris (COO), qualified persons under the meaning of NI. 43-101. The
information is based upon local production and financial data prepared under
their supervision.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press 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 revenues and cost estimates, for the Omagh Gold 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's
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 press 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 press
release, except as required by law.
Enquiries
Galantas Gold Corporation
Mario Stifano - CEO
Email: info@galantas.com (mailto:info@galantas.com)
Website: www.galantas.com (http://www.galantas.com/)
Telephone: 001 416 453 8433
Grant Thornton UK LLP (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 and Broking)
Telephone: +44(0)20 3470 0470
GALANTAS GOLD CORPORATION
Condensed Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three and Nine Months Ended September 30, 2025
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements
of Galantas Gold Corporation (the "Company") have been prepared by and are the
responsibility of management. The unaudited condensed interim consolidated
financial statements have not been reviewed by the Company's auditors.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
As at As at
September 30, December 31,
2025 2024
ASSETS
Current assets
Cash and cash equivalents $ 19,943 $ 525,643
Accounts receivable and prepaid expenses (note 4) 189,532 364,362
Inventories (note 5) - 213,644
Total current assets 209,475 1,103,649
Non-current assets
Investment in associates (note 6) 5,954,818 -
Property, plant and equipment (note 7) - 28,946,456
Long-term deposit (note 9) - 540,870
Exploration and evaluation assets (note 8) 1,779,490 5,487,196
Total non-current assets 7,734,308 34,974,522
Total assets $ 7,943,783 $ 36,078,171
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and other liabilities (notes 10 and 18) $ 760,261 $ 3,437,002
Due to related parties (note 15) 2,006,876 13,885,635
Total current liabilities 2,767,137 17,322,637
Non-current liabilities
Decommissioning liability (note 9) - 666,128
Convertible debenture (note 11) 1,082,457 6,556,155
Derivative liability (note 11) 58,635 123,542
Total non-current liabilities 1,141,092 7,345,825
Total liabilities 3,908,229 24,668,462
Equity
Share capital (note 12(a)(b)) 73,037,276 71,782,203
Reserves 18,459,110 20,148,500
Deficit (87,460,832 ) (80,520,994 )
Total equity 4,035,554 11,409,709
Total equity and liabilities $ 7,943,783 $ 36,078,171
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Incorporation and nature of operations (note 1)
Going concern (note 2)
Contingency (note 17)
Events after the reporting period (note 18)
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Loss
(Expressed in Canadian Dollars)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Revenues
Sales of concentrate (note 14) $ - $ - $ - $ -
Cost and expenses of operations
Cost of sales 15,569 22,283 44,975 69,933
Depreciation (note 7) 90,576 110,126 274,171 323,633
106,145 132,409 319,146 393,566
Loss before general administrative and other expense (income) (106,145 ) (132,409 ) (319,146 ) (393,566 )
General administrative expenses
Management and administration wages (note 15) 173,903 179,955 465,588 440,937
Other operating expenses 30,233 34,353 92,755 107,378
Accounting and corporate 106,836 17,737 145,960 71,343
Legal and audit 96,115 34,235 189,733 137,700
Stock-based compensation (notes 12(d) and 15) 24,354 73,061 135,269 358,929
Shareholder communication and investor relations 83,455 43,750 337,405 245,283
Transfer agent 17,874 16,618 44,063 77,669
Director fees (note 15) 35,000 - 105,000 70,000
General office 24,612 14,523 36,952 48,258
Accretion expenses (notes 9, 11 and 15) 180,634 338,711 578,504 970,031
Loan interest and bank charges less deposit interest (notes 11 and 15) 988,244 421,213 1,991,535 1,327,302
1,761,260 1,174,156 4,122,764 3,854,830
Other expense (income)
Foreign exchange loss (gain) 106,064 26,553 (794,277 ) (61,175 )
Unrealized loss (gain) on derivative fair value adjustment (note 11) 156,025 (592,489 ) 472,568 (1,201,357 )
Gain on extinguishment of convertible debentures (note 11) (10,470 ) - (10,470 ) -
Loss on disposal of interest in subsidiaries (note 6) 2,885,663 - 2,885,663 -
Write-up of prepaid expenses (note 4) - - (55,556 ) -
3,137,282 (565,936 ) 2,497,928 (1,262,532 )
Net loss for the period $ (5,004,687 ) $ (740,629 ) $ (6,939,838 ) $ (2,985,864 )
Basic and diluted net loss per share (note 13) $ (0.04 ) $ (0.01 ) $ (0.06 ) $ (0.03 )
Weighted average number of common shares 116,138,015 114,770,587 115,222,226 114,725,407
outstanding - basic and diluted (note 13)
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Comprehensive (Loss) Income
(Expressed in Canadian Dollars)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Net loss for the period $ (5,004,687 ) $ (740,629 ) $ (6,939,838 ) $ (2,985,864 )
Other comprehensive income (loss)
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations 42,393 864,230 654,466 1,136,315
Reclassification on disposal of interest in subsidiaries (note 6) (2,479,125 ) - (2,479,125 ) -
Total comprehensive (loss) income $ (7,441,419 ) $ 123,601 $ (8,764,497 ) $ (1,849,549 )
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
Nine Months Ended
September 30,
2025 2024
Operating activities
Net loss for the period $ (6,939,838 ) $ (2,985,864 )
Adjustment for:
Depreciation (note 7) 274,171 323,633
Stock-based compensation (note 12(d)) 135,269 358,929
Accrued interest (notes 11 and 15) 2,514,443 1,607,352
Foreign exchange (gain) loss (56,444 ) 949,077
Accretion expenses (notes 9, 11 and 15) 578,504 970,031
Unrealized loss (gain) on derivative fair value adjustment (note 11) 472,568 (1,201,357 )
Gain on extinguishment of convertible debentures (note 11) (10,470 ) -
Loss on disposal of interest in subsidiaries (note 6) 2,885,663 -
Non-cash working capital items:
Accounts receivable and prepaid expenses (103,804 ) 295,238
Inventories 213,644 18,184
Accounts payable and other liabilities 11,650 (474,672 )
Net cash and cash equivalents used in operating activities (24,644 ) (139,449 )
Investing activities
Net purchase of property, plant and equipment (1,078,947 ) (1,666,862 )
Exploration and evaluation assets (395,382 ) (422,865 )
Cash on disposal of interest in subsidiaries (151,906 ) -
Net cash and cash equivalents used in investing activities (1,626,235 ) (2,089,727 )
Financing activities
Advances from related parties 1,145,179 -
Net cash and cash equivalents provided by financing activities 1,145,179 -
Net change in cash and cash equivalents (505,700 ) (2,229,176 )
Effect of exchange rate changes on cash held in foreign currencies - 18,922
Cash and cash equivalents, beginning of period 525,643 2,593,265
Cash and cash equivalents, end of period $ 19,943 $ 383,011
Cash $ 19,943 $ 383,011
Cash equivalents - -
Cash and cash equivalents $ 19,943 $ 383,011
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
Reserves
Equity settled Foreign
share-based currency
Share Warrants payments translation
capital reserve reserve reserve Deficit Total
Balance, December 31, 2023 $ 71,809,999 $ 3,546,313 $ 14,345,538 $ 687,616 $ (79,032,310 ) $ 11,357,156
Shares cancelled (110,200 ) - - - - (110,200 )
Convertible debenture converted (note 11) 82,404 - - - - 82,404
Stock-based compensation (note 12(d)) - - 358,929 - - 358,929
Warrants expired - (144,464 ) 144,464 - - -
Exchange differences on translating foreign operations - - - 1,136,315 - 1,136,315
Net loss for the period - - - - (2,985,864 ) (2,985,864 )
Balance, September 30, 2024 $ 71,782,203 $ 3,401,849 $ 14,848,931 $ 1,823,931 $ (82,018,174 ) $ 9,838,740
Balance, December 31, 2024 $ 71,782,203 $ 3,401,849 $ 14,921,992 $ 1,824,659 $ (80,520,994 ) $ 11,409,709
Convertible debenture converted (note 11)) 1,255,073 - - - - 1,255,073
Stock-based compensation (note 12(d)) - - 135,269 - - 135,269
Warrants expired - (1,767,545 ) 1,767,545 - - -
Disposal of interest in subsidiaries (note 6) - - - (2,479,125 ) - (2,479,125 )
Exchange differences on translating foreign operations - - - 654,466 - 654,466
Net loss for the period - - - - (6,939,838 ) (6,939,838 )
Balance, September 30, 2025 $ 73,037,276 $ 1,634,304 $ 16,824,806 $ - $ (87,460,832 ) $ 4,035,554
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
1. Incorporation and Nature of Operations
Galantas Gold Corporation (the "Company") was formed on September 20, 1996
under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario
Inc. and Consolidated Deer Creek Resources Limited. The name was changed to
European Gold Resources Inc. by articles of amendment dated July 25, 1997. On
May 5, 2004, the Company changed its name from European Gold Resources Inc. to
Galantas Gold Corporation. The Company was incorporated to explore for and
develop mineral resource properties, principally in Europe. In 1997, it
purchased all of the shares of Omagh Minerals Limited ("Omagh") which owns a
mineral property in Northern Ireland, including a delineated gold deposit.
Omagh obtained full planning and environmental consents necessary to bring its
property into production.
The Company entered into an agreement on April 17, 2000, approved by
shareholders on June 26, 2000, whereby Cavanacaw Corporation ("Cavanacaw"), a
private Ontario corporation, acquired Omagh. Cavanacaw has established an open
pit mine to extract the Company's gold deposit near Omagh, Northern Ireland.
Cavanacaw also has developed a premium jewellery business founded on the gold
produced under the name Galántas Irish Gold Limited ("Galántas"). As at July
1, 2007, the Company's Omagh mine began production and in 2013 production was
suspended. On April 1, 2014, Galántas amalgamated its jewelry business with
Omagh.
On April 8, 2014, Cavanacaw acquired Flintridge Resources Limited
("Flintridge"). Following a strategic review of its business by the Company
during 2014 certain assets owned by Omagh were acquired by Flintridge.
On November 16, 2023, Gairloch Resources Limited ("Gairloch") was
incorporated.
On September 23, 2025, the Company sold 80% interest in Flintridge and 80% in
Omagh, subsidiaries of Galantas which together own the Omagh Project (the
"Transaction"). The remaining 20% interest in Flintridge and 20% interest in
Omagh will be retained by Galantas. Refer to note 6.
The Company's operations include the consolidated results of Gairloch,
Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.
For Omagh and Flintridge the results are included up to the September 23, 2025
(date of loss of control).
The Company's common shares are listed on the TSX Venture Exchange ("TSXV")
and London Stock Exchange AIM under the symbol GAL. On September 1, 2021, the
Company's common shares started trading under the symbol GALKF on the OTCQX in
the United States. The primary office is located at The Canadian Venture
Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
2. Going Concern
These unaudited condensed interim consolidated financial statements have been
prepared on a going concern basis which contemplates that the Company will be
able to realize assets and discharge liabilities in the normal course of
business. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future,
which is at least, but is not limited to, twelve months from the end of the
reporting period. Management is aware, in making its assessment, of
uncertainties related to events or conditions that may cast doubt on the
Company's ability to continue as a going concern. The Company's future
viability depends on the consolidated results of the Company's wholly-owned
subsidiaries Gairloch which incorporated on November 16, 2023 and Cavanacaw.
Cavanacaw had a 100% shareholding in Galántas, Flintridge who are engaged in
the acquisition, exploration and development of gold properties, mainly in
Omagh, Northern Ireland and Omagh who is engaged in the exploration of gold
properties, mainly in the Republic of Ireland. The Omagh mine is an open pit
mine, which was in production until 2013 when production was suspended and is
reported as property, plant and equipment and as an underground mine which
having established technical feasibility and commercial viability in December
2018 has resulted in associated exploration and evaluation assets being
reclassified as an intangible development asset and reported as property,
plant and equipment. On September 23, 2025, Cavanacaw lost control of
Flintridge and Omagh (refer to note 6).
The going concern assumption is dependent on forecast cash flows being met,
further financing negotiations being completed successfully. Management'
assumptions in relation to future financing, levels of production, gold prices
and mine operating costs are crucial to forecast cash flows being achieved.
Should production be significantly delayed, revenues fall short of
expectations or operating costs and capital costs increase significantly,
there may be insufficient cash flows to sustain day to day operations without
seeking further financing.
Based on the financial projections which have been prepared for a five-year
period and using assumptions which management believes to be prudent,
alongside ongoing negotiations with both current and prospective investors and
creditors, management believes it is appropriate to prepare the unaudited
condensed interim consolidated financial statements on the going concern
basis.
Should the Company be unsuccessful in securing the above, there would be
significant uncertainty over the Company's ability to continue as a going
concern. The unaudited condensed interim consolidated financial statements do
not include any adjustments that would result if forecast cash flows were not
achieved, if the existing creditors withdrew their support or if further
financing could not be raised from current or potential investors.
During the year ended December 31, 2024, the Company raised gross proceeds of
$1.1M through loans from related parties.
As at September 30, 2025, the Company had a deficit of $87,460,832 (December
31, 2024 - $80,520,994). Comprehensive loss for the nine months ended
September 30, 2025 was $8,764,497 (nine months ended September 30, 2024 -
$1,849,549). These conditions raise material uncertainties which may cast
significant doubt as to whether the Company will be able to continue as a
going concern. However, management believes that it will continue as a going
concern. However, this is subject to a number of uncertainties detailed above.
These unaudited condensed interim consolidated financial statements do not
reflect adjustments to the carrying values of assets and liabilities, the
reported expenses and financial position classifications used that would be
necessary if the going concern assumption was not appropriate. These
adjustments could be material.
3. Basis of Preparation and Material Accounting Policies
Statement of compliance
The Company applies IFRS® Accounting Standards ("IFRS") as issued by the
International Accounting Standards Board and interpretations issued by the
International Financial Reporting Interpretations Committee ("IFRIC"). These
unaudited condensed interim consolidated financial statements have been
prepared in accordance with International Accounting Standard 34 - Interim
Financial Reporting. Accordingly, they do not include all of the information
required for full annual financial statements.
The policies applied in these unaudited condensed interim consolidated
financial statements are based on IFRS issued and outstanding as of November
27, 2025 the date the Board of Directors approved the statements. The same
accounting policies and methods of computation are followed in these unaudited
condensed interim consolidated financial statements as compared with the most
recent annual consolidated financial statements as at and for the year ended
December 31, 2024, except as noted below. Any subsequent changes to IFRS that
are given effect in the Company's annual consolidated financial statements for
the year ending December 31, 2025 could result in restatement of these
unaudited condensed interim consolidated financial statements.
Investment in associate
The Company's investment in an associate is accounted for using the equity
method of accounting. An associate is an entity over which the Company has
significant influence but not control or joint control, generally accompanying
a shareholding of between 20% and 50% of the voting rights.
Under the equity method, the investment is initially recognized at cost and
adjusted thereafter to recognize the Company's share of the post-acquisition
profits or losses of the investee in profit or loss, and its share of
movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from the associate reduce the
carrying amount of the investment.
When the Company's share of losses in an associate equals or exceeds its
interest in the associate, including any other unsecured receivables from the
associate, the Company does not recognize further losses unless it has
incurred obligations or made payments on behalf of the associate or the
Company is contractually required to fund these additional losses.
The carrying amount of the investment in associate is reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If impaired, the carrying amount of the investment is
written down to its recoverable amount.
Unrealized gains and losses resulting from transactions between the Company
and an associate are eliminated to the extent of the Company's interest in the
associate.
The Company's share of its associate's post-acquisition results is shown on
the face of the unaudited condensed interim consolidated statement of loss and
other comprehensive (loss) income, and its share of movements in reserves is
recognized directly in equity.
4. Accounts Receivable and Prepaid Expenses
As at As at
September 30, December 31,
2025 2024
Sales tax receivable - Canada $ 13,870 $ 13,225
Valued added tax receivable - Northern Ireland - 61,414
Accounts receivable - 69,806
Prepaid expenses 175,662 219,917
$ 189,532 $ 364,362
Prepaid expenses includes advances for consumables and for construction of the
passing bays in the Omagh mine. Prepaid expenses includes also $166,667
(December 31, 2024 - $111,111) pursuant to services agreement for the
underground development at the Omagh Gold Project. During the three and nine
months ended September 30, 2025, prepaid expenses were written-up by $nil and
$55,556, respectively (three and nine months ended September 30, 2024 - $nil)
to reflect anticipated value of associated services to be received in future.
The following is an aged analysis of receivables:
As at As at
September 30, December 31,
2025 2024
Less than 3 months $ 13,870 $ 101,263
3 to 12 months - 20,173
More than 12 months - 23,009
Total accounts receivable $ 13,870 $ 144,445
5. Inventories
As at As at
September 30, December 31,
2025 2024
Concentrate inventories $ - $ 213,644
6. Investment in associates
On September 23, 2025, Ocean Partners UK Ltd. ("Ocean Partners") completed the
exchange of its existing loans, totalling approximately US$14 million ($19.7
million), for an 80% interest in Flintridge and Omagh, 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 ($4,176,300). 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 ($6,960,500) 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 Transaction, a shareholders' agreement has been
executed, appointing Ocean Partners as operator of the Omagh Project. The
Board of Directors 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
($11,319,606). 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 ($5,568,400).
The Company assessed that it no longer had control of Flintridge as of the
closing date but retained significant influence. The Company is accounting for
the retained investment as an investment in associate in accordance with IAS
28, Investments in Associates and Joint Ventures. In accordance with IAS 28,
the fair value of the retained investment is the deemed cost of the investment
in associate as at the closing date. A loss has been recognized in the
unaudited condensed interim consolidated statement of loss and comprehensive
(loss) income, which is calculated as the difference between the closing date
fair value of the retained investment and the carrying amount of the former
subsidiaries net assets.
As at As at
September 30, December 31,
2025 2024
Fair value of retained investment $ 5,954,818 $ -
Carrying amount of former subsidiaries net assets (notes 7, 8, 9 and 15) (11,319,606 ) -
Reclassification of foreign currency translation reserve 2,479,125 -
Loss on disposal of interest in subsidiaries $ (2,885,663 ) $ -
Investment in associates
Balance, December 31, 2024 $ -
Additions (fair value of retained investment) 5,954,818
Balance, September 30, 2025 $ 5,954,818
7. Property, Plant and Equipment
Freehold Plant
land and and Motor Office Development Assets under
Cost buildings machinery vehicles equipment assets construction Total
Balance, December 31, 2023 $ 2,323,111 $ 8,995,926 $ 227,835 $ 222,845 $ 20,640,066 $ 26,939 $ 32,436,722
Additions - - - - 2,555,601 - 2,555,601
Transfer - 28,928 - - - (28,928 ) -
Cash receipts from concentrate sales - - - - (1,228,232 ) - (1,228,232 )
Reversal of impairment - - - - 3,250,867 - 3,250,867
Foreign exchange adjustment 164,468 634,400 16,130 15,776 1,548,305 1,989 2,381,068
Balance, December 31, 2024 2,487,579 9,659,254 243,965 238,621 26,766,607 - 39,396,026
Additions - - - - 1,866,876 - 1,866,876
Cash receipts from concentrate sales (note 14) - - - - (787,929 ) - (787,929 )
Disposals of interest in subsidiaries (note 6) (2,580,299 ) (9,984,217 ) (253,058 ) (247,515 ) (28,651,230 ) - (41,716,319 )
Foreign exchange adjustment 92,720 324,963 9,093 8,894 805,676 - 1,241,346
Balance, September 30, 2025 $ - $ - $ - $ - $ - $ - $ -
Accumulated depreciation
Balance, December 31, 2023 $ 1,939,409 $ 7,061,856 $ 181,541 $ 159,745 $ - $ - $ 9,342,551
Depreciation 3,298 407,802 13,975 9,837 - - 434,912
Foreign exchange adjustment 137,399 509,830 13,272 11,606 - - 672,107
Balance, December 31, 2024 2,080,106 7,979,488 208,788 181,188 - - 10,449,570
Depreciation 2,079 257,249 8,254 6,589 - - 274,171
Disposal of interest in subsidiaries (note 6) (2,159,755 ) (8,503,607 ) (224,969 ) (194,646 ) - - (11,082,977 )
Foreign exchange adjustment 77,570 266,870 7,927 6,869 - - 359,236
Balance, September 30, 2025 $ - $ - $ - $ - $ - $ - $ -
Carrying value
Balance, December 31, 2024 $ 407,473 $ 1,679,766 $ 35,177 $ 57,433 $ 26,766,607 $ - $ 28,946,456
Balance, September 30, 2025 $ - $ - $ - $ - $ - $ - $ -
8. Exploration and Evaluation Assets
Acquisition Exploration
Cost costs costs Total
Balance, December 31, 2023 $ 1,140,115 $ 3,636,294 $ 4,776,409
Additions - 481,338 481,338
Foreign exchange adjustment - 229,449 229,449
Balance, December 31, 2024 1,140,115 4,347,081 5,487,196
Additions - 395,382 395,382
Disposal of interest in subsidiaries (note 6) - (4,243,418 ) (4,243,418 )
Foreign exchange adjustment - 140,330 140,330
Balance, September 30, 2025 $ 1,140,115 $ 639,375 $ 1,779,490
Carrying value
Balance, December 31, 2024 $ 1,140,115 $ 4,347,081 $ 5,487,196
Balance, September 30, 2025 $ 1,140,115 $ 639,375 $ 1,779,490
9. Decommissioning Liability
The Company's decommissioning liability is a result of mining activities at
the Omagh mine in Northern Ireland. The Company estimated its decommissioning
liability at September 30, 2025 based on a risk-free discount rate of 1%
(December 31, 2024 - 1%) and an inflation rate of 1.50% (December 31, 2024 -
1.50%). The expected undiscounted future obligations allowing for inflation
are GBP 330,000 and based on management's best estimate the decommissioning is
expected to occur over the next 5 to 10 years. On September 30, 2025, the
estimated fair value of the liability is $nil (December 31, 2024 - $666,128).
Changes in the provision during the nine months ended September 30, 2025 are
as follows:
As at As at
September 30, December 31,
2025 2024
Decommissioning liability, beginning of period $ 666,128 $ 611,452
Accretion 8,706 11,056
Foreign exchange 24,944 43,620
Disposal of interest in subsidiaries (note 6) (699,778 ) -
Decommissioning liability, end of period $ - $ 666,128
As required by the Crown in Northern Ireland, the Company is required to
provide a bond for reclamation related to the Omagh mine in the amount of GBP
nil (December 31, 2024 - GBP 300,000), of which GBP nil was funded as of
September 30, 2025 (GBP 300,000 was funded as of December 31, 2024) and
reported as long-term deposit of $nil (December 31, 2024 - $540,870).
10. Accounts Payable and Other Liabilities
Accounts payable and other liabilities of the Company are principally
comprised of amounts outstanding for purchases relating to exploration costs
on exploration and evaluation assets, general operating activities and
professional fees activities.
As at As at
September 30, December 31,
2025 2024
Accounts payable $ 301,091 $ 2,015,836
Accrued liabilities 459,170 1,421,166
Total accounts payable and other liabilities $ 760,261 $ 3,437,002
The following is an aged analysis of the accounts payable and other
liabilities:
As at As at
September 30, December 31,
2025 2024
Less than 3 months $ 227,576 $ 496,691
3 to 12 months 12,293 555,504
12 to 24 months 520,392 1,304,549
More than 24 months - 1,080,258
Total accounts payable and other liabilities $ 760,261 $ 3,437,002
11. Convertible Debentures
(i) On December 20, 2023, the Company closed a $3,502,054 (US$ 2,627,000)
convertible debenture. The convertible debenture is unsecured, is for a term
of three year commencing on the date that it is issued, carries a coupon of
10% per annum and is convertible into common shares of the Company. Each
debenture consists of US$1,000 principal amount of unsecured convertible
debentures. The convertible debentures have a term of 36 months from the date
of issuance with a conversion price of US$0.255 being the equivalent of a
conversion price of $0.35 per conversion share. A four month hold period will
apply to common shares converted through the convertible debenture. The hold
period expired on April 21, 2024.
In accordance with the terms of the convertible debentures, if, at any time
following the issuance of the convertible debentures, the closing price of the
common shares of the Company on the TSXV equals or exceeds $0.70 per common
share for 10 consecutive trading days or more, the Company may elect to
convert all but not less than all of the outstanding principal amount of the
convertible debentures into conversion shares at the conversion price, upon
giving the holders of the convertible debentures not less than 30 calendar
days advance written notice. On December 20, 2026, any outstanding principal
amount of convertible debentures plus any accrued and unpaid interest thereon
shall be repaid by the Company in cash.
Interest on the principal amount outstanding under each convertible debenture
shall accrue during the period commencing on December 20, 2023 until December
20, 2026 and shall be payable in cash on an annual basis on December 31st of
each year (each, an "Interest Payment Date"); provided, however, that the
first interest payment date shall be December 31, 2024. Each convertible
debenture shall bear interest at a minimum interest rate of 10% per annum (the
"Base Interest Rate"). During each interest period (an "Interest Period"),
being the period commencing on December 20, 2023 to but excluding the first
Interest Payment Date and thereafter the period from and including an Interest
Payment Date to but excluding the next Interest Payment Date or other
applicable payment date, the Base Interest Rate will be adjusted based on a
gold price of US$2,000 per ounce, with the Base Interest Rate being increased
by 1% per annum for each US$100 in which the average gold price for such
Interest Period exceeds US$2,000 per ounce, up to a maximum interest rate of
30% per annum; provided, however, that, without the prior acceptance of the
TSXV, the average interest rate shall not exceed 24% per annum during the term
of the convertible debentures. Any adjustment to the Base Interest Rate in
respect of an Interest Period shall be calculated based on the average gold
price quoted by the London Bullion Market Association, being the LBMA Gold
Price PM, in respect of the Interest Period ending on December 31, 2024, from
December 20, 2023 to and including December 15, 2024, and for each subsequent
Interest Period, from January 1st to and including December 15th of that year
or 15 days prior to the applicable payment date.
Melquart Limited ("Melquart"), an insider and control person of the Company
(as defined by the TSXV), subscribed for US$875,000. Ocean Partners, which has
a common director with the Company, acquired US$875,000 aggregate principal
amount of convertible debentures.
The Company paid a cash finder's fee of US$40,500 (CAD$53,990) and issued
158,823 non-transferable finder's warrants to Canaccord Genuity Corp. in
consideration for providing certain finder services to the Company under the
offering. Each finder warrant is exercisable to acquire one common share in
the capital of the Company at an exercise price of $0.35 per common share at
any time on or before December 20, 2026. The fair value of the 158,823 finder
warrants was estimated at $24,670 using the Black-Scholes option pricing model
with the following assumptions: expected dividend yield - 0%, expected
volatility - 107.02%, risk-free interest rate - 3.71% and an expected average
life of 3 years.
The debentures consist of the liability component and conversion feature. Due
to the convertible debenture being denominated in US$, the conversion feature
has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was
estimated to be $748,337 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
95.0%, risk-free interest rate - 3.94% and an expected average life of 3
years.
On issuance the fair value of the liability component was recorded at
$2,918,833, discounted at an effective interest rate of 37%.
The Company incurred transaction costs of $153,481 which was allocated
pro-rata on the value of the conversion feature and the liability component.
As at December 31, 2024, the fair value of the derivative liability was
revalued at $60,086 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
100%, risk-free interest rate - 2.92% and an expected average life of 1.97
years.
During the year ended December 31, 2024, the Company recorded accretion
expense of $389,379 and interest expense of $454,248 as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss. During the year ended December 31, 2024, $151,301 of the
interest expense was related to the convertible debenture subscribed by
Melquart. During the year ended December 31, 2024, $151,301 of the interest
expense was related to the convertible debenture subscribed by Ocean Partners.
During the year ended December 31, 2024, $82,404 (US$60,000) of convertible
debenture was converted into 235,294 common shares of the Company.
During the year ended December 31, 2024, the Company paid interest of $157,422
(US$109,411).
On September 23, 2025, Melquart converted $1,210,300 (US$875,000) of its
convertible debenture and accrued interest of $252,853 (US$182,803) into
17,630,050 common shares of the Company.
On September 23, 2025, the Company and Ocean Partners reached a debt
settlement agreement as part of the Transaction (note 6) and $1,210,300
(US$875,000) of its convertible debenture and accrued interest of $347,660
(US$251,345) was satisfied in full. The settlement resulted in the
derecognition of the convertible debenture and accrued interest. The
difference between the carrying amount of the extinguished obligations and the
fair value of the liability was recognized in the unaudited condensed interim
consolidated as a gain on extinguishment of convertible debentures of
$302,888.
As at September 30, 2025, the fair value of the derivative liability was
revalued at $58,635 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
142%, risk-free interest rate - 2.47% and an expected average life of 1.22
years.
During the three and nine months ended September 30, 2025, the Company
recorded accretion expense of $120,244 and $383,524, respectively and interest
expense of $106,613 and $341,820, respectively as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss. During the three and nine months ended September 30, 2025,
$13,097 and $91,440, respectively of the interest expense was related to the
convertible debenture subscribed by Melquart. During the three and nine months
ended September 30, 2025, $108,992 and $187,335, respectively of the interest
expense was related to the convertible debenture subscribed by Ocean Partners.
(ii) On February 5, 2024, the Company announced that it closed a debt
settlement transaction, pursuant to which the Company settled US$2,711,000 of
indebtedness owing to Ocean Partners through the issuance of US$2,711,000
aggregate principal amount of unsecured convertible debentures of the Company.
The convertible debenture issued in connection with the debt settlement were
issued on substantially the same terms as the unsecured convertible debentures
closed on December 20, 2023.
The debentures consist of the liability component and conversion feature. Due
to the convertible debenture being denominated in US$, the conversion feature
has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was
estimated to be $748,337 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
95.0%, risk-free interest rate - 4.28% and an expected average life of 2.87
years.
The fair value of the liability component was recorded at $2,918,833,
discounted at an effective interest rate of 20%.
As at December 31, 2024, the fair value of the derivative liability was
revalued at $63,456 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
100%, risk-free interest rate - 2.92% and an expected average life of 1.97
years.
During the year ended December 31, 2024, the Company recorded accretion
expense of $203,009 and interest expense of $482,978 as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss.
During the three and nine months ended September 30, 2025, the Company
recorded accretion expense of $57,458 and $184,859, respectively and interest
expense of $692,969 and $960,478, respectively as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss.
On September 23, 2025, the Company and Ocean Partners reached a debt
settlement agreement as part of the Transaction (note 6) and $3,749,855
(US$2,711,000) of its convertible debenture and accrued interest of $1,049,874
(US$759,018) was satisfied in full. The settlement resulted in the
derecognition of the convertible debenture and accrued interest. The
difference between the carrying amount of the extinguished obligations and the
fair value of the liability was recognized in the unaudited condensed interim
consolidated as a loss on extinguishment of convertible debentures of
$313,358.
Convertible Derivative
debenture liability
Balance, December 31, 2023 $ 1,923,509 $ 1,245,627
Principal amount (ii) 3,667,170 -
Derivative liability component (ii) (748,337 ) 748,337
Convertible debenture converted (i) (82,404 ) -
Interest payment (i) (157,422 ) -
Interest expense (i)(ii) 937,226 -
Accretion expense (i)(ii) 592,388 -
Change in fair value (i)(ii) - (1,870,422 )
Foreign exchange adjustment 424,025 -
Balance, December 31, 2024 6,556,155 123,542
Convertible debenture converted (i) (1,149,650 ) (105,423 )
Extinguishment of convertible debentures (i)(ii) (5,949,379 ) (432,052 )
Gain on extinguishment of convertible debentures (i)(ii) 10,470 -
Interest expense (i)(ii) 1,302,298 -
Accretion expense (i)(ii) 568,383 -
Change in fair value (i)(ii) - 472,568
Foreign exchange adjustment (255,820 ) -
Balance, September 30, 2025 $ 1,082,457 $ 58,635
12. Share Capital and Reserves
a) Authorized share capital
At September 30, 2025, the authorized share capital consisted of an unlimited
number of common and preference shares issuable in Series.
The common shares do not have a par value. All issued shares are fully paid.
No preference shares have been issued. The preference shares do not have a par
value.
b) Common shares issued
At September 30, 2025, the issued share capital amounted to $73,037,276. The
continuity of issued share capital for the periods presented is as follows:
Number of
common
shares Amount
Balance, December 31, 2023 114,841,403 $ 71,809,999
Shares cancelled (306,110 ) (110,200 )
Convertible debenture converted (note 11(i)) 235,294 82,404
Balance, September 30, 2024 114,770,587 $ 71,782,203
Balance, December 31, 2024 114,770,587 $ 71,782,203
Convertible debenture converted (note 11(i)) 17,630,050 1,255,073
Balance, September 30, 2025 132,400,637 $ 73,037,276
c) Warrant reserve
The following table shows the continuity of warrants for the periods
presented:
Weighted
average
Number of exercise
warrants price
Balance, December 31, 2023 19,658,904 $ 0.54
Expired (820,000 ) 0.45
Balance, September 30, 2024 18,838,904 $ 0.54
Balance, December 31, 2024 18,838,904 $ 0.54
Expired (8,674,631 ) 0.54
Balance, September 30, 2025 10,164,273 $ 0.55
The following table reflects the actual warrants issued and outstanding as of
September 30, 2025:
Grant date Exercise
Number fair value price
Expiry date of warrants ($) ($)
December 20, 2026 158,823 24,670 0.35
March 27, 2028 7,924,841 1,284,806 0.55
April 26, 2028 2,080,609 324,828 0.55
10,164,273 1,634,304 0.55
d) Stock options
The following table shows the continuity of stock options for the periods
presented:
Weighted
average
Number of exercise
options price
Balance, December 31, 2023 5,862,500 $ 0.78
Granted (ii) 3,175,000 0.23
Expired (185,000 ) 0.90
Cancelled (i) (162,500 ) 0.61
Balance, September 30, 2024 8,690,000 $ 0.58
Balance, December 31, 2024 and September 30, 2025 8,690,000 $ 0.58
(i) The portion of the estimated fair value of options granted in the current
and prior periods and vested during the three and nine months ended September
30, 2025, amounted to $24,354 and $135,269, respectively (three and nine
months ended September 30, 2024 - $73,061 and $358,929, respectively). In
addition, during the three and nine months ended September 30, 2025, nil
options granted in the current and prior years were cancelled (three and nine
months ended September 30, 2024 - nil and 162,500 options cancelled).
(ii) On April 29, 2024, the Company granted 3,175,000 stock options to
directors, officers, employees and consultants of the Company to purchase
common shares at $0.23 per share until April 29, 2029. The options will vest
as to one third immediately and one third on each of April 29, 2025 and April
29, 2026. The fair value attributed to these options was $589,000 using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield - 0%, expected volatility - 123.07%, risk-free interest rate -
3.81% and an expected average life of 5 years. The vested portion was expensed
in the unaudited condensed interim consolidated statements of loss and
credited to equity settled share-based payments reserve.
The following table reflects the actual stock options issued and outstanding
as of September 30, 2025:
Weighted average Number of
remaining Number of options Number of
Exercise contractual options vested options
Expiry date price ($) life (years) outstanding (exercisable) unvested
May 19, 2026 0.86 0.63 3,560,000 3,560,000 -
June 21, 2026 0.73 0.72 425,000 425,000 -
August 27, 2026 0.86 0.91 20,000 20,000 -
May 3, 2027 0.60 1.59 1,560,000 1,560,000 -
April 29, 2029 0.23 3.58 3,125,000 2,083,333 1,041,667
0.58 1.87 8,690,000 7,648,333 1,041,667
13. Net Loss per Common Share
The calculation of basic and diluted loss per share for the three and nine
months ended September 30, 2025 was based on the loss attributable to common
shareholders of $5,004,687 and $6,939,838, respectively (three and nine months
ended September 30, 2024 - $740,629 and $2,985,864, respectively) and the
weighted average number of common shares outstanding of 116,138,015 and
115,222,226, respectively (three and nine months ended September 30, 2024 -
114,770,587 and 114,725,407, respectively) for basic and diluted loss per
share. Diluted loss did not include the effect of 10,164,273 warrants (three
and nine months ended September 30, 2024 - 18,838,904) and 8,690,000 options
(three and nine months ended September 30, 2024 - 8,690,000) for the three and
nine months ended September 30, 2025, as they are anti-dilutive.
14. Revenues
Shipments of concentrate under the off-take arrangements commenced during the
second quarter of 2019. Concentrate sales provisional revenues during the
three and nine months ended September 30, 2025 totalled approximately
US$566,000 ($787,929), respectively (three and nine months ended September 30,
2024 - US$197,000 (CAD$265,930) and US$528,000 (CAD$712,747), respectively).
However, until the mine reaches the commencement of commercial production, the
net proceeds from concentrate sales will be offset against Development
assets.
15. Related Party Disclosures
Related parties pursuant to IFRS include the Board of Directors, close family
members, other key management individuals and enterprises that are controlled
by these individuals as well as certain persons performing similar functions.
Related party transactions conducted in the normal course of operations are
measured at the exchange amount and approved by the Board of Directors in
strict adherence to conflict of interest laws and regulations.
(a) The Company entered into the following transactions with related parties:
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Interest on related party loans (i) $ 332,027 $ 156,096 $ 1,212,145 $ 453,202
(i) Refer to note 15(a)(iii)(iv).
(ii) Refer to note 11.
(iii) As at September 30, 2025, the Company owes Ocean Partners $208,815
(December 31, 2024 - $12,613,719) which is recorded as due to related parties
on the unaudited condensed interim consolidated statement of financial
position. The loan bears interest at an annual rate of 12% compounded monthly.
September 30, December 31,
2025 2024
Balance, beginning of period $ 12,613,719 $ 5,673,150
Converted to convertible debentures (note 11(i)) - (2,457,358 )
Loans transferred to Ocean Partners - 7,096,775
Advance 1,145,179 931,474
Repayment - (8,749 )
Interest 1,112,172 897,886
Foreign exchange adjustment (23,447 ) 480,541
Disposal of interest in subsidiaries (note 6) (14,638,808 ) -
Balance, end of period $ 208,815 $ 12,613,719
(iv)
September 30, December 31,
2025 2024
Melquart Limited
Financing facilities, beginning of period $ 922,030 $ 638,432
Financing facility received 184,850 137,936
Accretion 1,415 8,492
Interest 99,973 88,567
Foreign exchange adjustment 36,994 48,603
Balance, end of period $ 1,245,262 $ 922,030
- 20 -
Galantas Gold Corporation
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
(b) Remuneration of officer and directors of the Company was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Salaries and benefits ((1)) $ 125,253 $ 88,695 $ 371,368 $ 309,009
Stock-based compensation 16,755 50,266 93,064 245,962
$ 142,008 $ 138,961 $ 464,432 $ 554,971
((1)) Salaries and benefits include director fees. As at September 30, 2025,
due to directors for fees amounted to $315,000 (December 31, 2024 - $210,000)
and due to officers, mainly for salaries and benefits accrued amounted to
$237,799 (December 31, 2024 - $139,886), and is included with due to related
parties.
(c) As at September 30, 2025, the issued shares of Galantas total 132,400,637.
Ross Beaty owns 3,744,747 common shares of the Company or approximately 2.8%
of the outstanding common shares. Premier Miton owns 4,848,243 common shares
of the Company or approximately 3.7%. Melquart owns, directly and indirectly,
47,372,977 common shares of the Company or approximately 35.8% of the
outstanding common shares of the Company. Eric Sprott owns 10,166,667 common
shares of the Company or approximately 7.7%. Ocean Partners owns 5,269,477
common shares of the Company and approximately 4.0%.
Excluding the Melquart Ltd, Premier Miton, Mr. Beaty, Mr. Phelps and Mr.
Sprott shareholdings discussed above, the remaining 46% of the shares are
widely held, which includes various small holdings which are owned by
directors of the Company. These holdings can change at anytime at the
discretion of the of the owner.
The Company is not aware of any arrangements that may at a subsequent date
result in a change in control of the Company.
16. Segment Disclosure
The Company has determined that it has one reportable segment. The Company's
operations are substantially all related to its investment in Cavanacaw and
its subsidiaries, Omagh and Flintridge. Substantially all of the Company's
revenues, costs and assets of the business that support these operations are
derived or located in Northern Ireland. Segmented information on a geographic
basis is as follows:
September 30, 2025 United Kingdom Canada Total
Current assets $ - $ 209,475 $ 209,475
Non-current assets $ 7,734,308 $ - $ 7,734,308
Revenues $ - $ - $ -
December 31, 2024 United Kingdom Canada Total
Current assets $ 838,421 $ 265,228 $ 1,103,649
Non-current assets $ 33,115,564 $ 1,858,958 $ 34,974,522
Revenues $ - $ - $ -
17. Contingency
During the year ended December 31, 2010, the Company's subsidiary Omagh
received a payment demand from Her Majesty's Revenue and Customs ("HMRC") in
the amount of $569,053 (GBP 304,290) in connection with an aggregate levy
arising from the removal of waste rock from the mine site during 2008 and
early 2009. Omagh believed this claim to be without merit. An appeal was
lodged with the Tax Tribunals Service and the hearing started at the beginning
of March 2017 and following a number of adjournments was completed in August
2018. During the year ended December 31, 2019, the Tax Tribunals Service
issued their judgement dismissing the appeal by Omagh in respect of the
assessments. As at December 31, 2024, a provision has been included in the
unaudited condensed interim consolidated financial statements in respect of
the aggregates levy plus interest and penalty.
On September 23, 2025, the Company sold 80% interest in Flintridge and 80% in
Omagh to Ocean Partners as part of the Transaction and as a result, the
provision is not included in the unaudited condensed interim consolidated
financial statements anymore. Refer to note 6.
18. Events After the Reporting Period
(i) On November 13, 2025, the Company announced 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 "RDL Transaction"). The RDL 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").
The Indiana Project sits within the rich copper-gold-silver belt of the
coastal cordillera of the Atacama Region, Chile. 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.
RDL 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 RDL Transaction is subject to a number of terms and
conditions contained in the Share Purchase Agreement, including without
limitation, the approval of 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 RDL 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
($20.9 million) to Activa over a period of five years (the "Option Period"),
with the first payment of US$500,000 ($696,050) paid by Ocean Partners 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 ($1.4 million) in years one and two, US$2 million
($2.8 million) in years three and four and a final payment of US$8.5 million
($11.8 million) in year five (together, the "Option Payments").
RDL has committed to spend a minimum of US$1 million ($1.4 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 $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 $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.
Board of Directors and Management
Promptly following the closing of the RDL 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
$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 RDL
Transaction.
Dorian L. 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 RDL Transaction.
Concurrent Financing
Concurrent with the RDL Transaction, Galantas intends to raise up to $7
million pursuant to a brokered private placement of up to 87,500,000 units of
Galantas, at a price of $0.08 per Unit (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 $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 $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 and the Company will
issue to the agents compensation warrants in an amount equal to 7.0% of the
units sold in the Concurrent Financing. Each compensation warrant will entitle
the holder thereof to acquire one Galantas Share for $0.08 for a period of 24
months from the closing date of the Concurrent Financing. 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.
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.
RDL 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 RDL 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
of Directors 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 RDL Transaction and that they would vote in
favour of the RDL 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
RDL Transaction.
(ii) On November 21, 2025, the Company announced the increase of the
Concurrent Financing to raise up to $13.5 million, consisting of 168,750,000
units at a price of $0.08 per unit. The size of the over-allotment option
granted to the agents will be upsized to permit the agents to raise up to an
additional $2,025,000 through sales of up to 25,312,500 additional units.
Completion of the Concurrent Financing is expected to occur on or around
December 10, 2025, and is subject to obtaining the required approvals of the
TSXV and satisfaction of customary closing conditions.
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