REG - Galantas Gold Corp - FINANCIAL RESULTS FOR THE YEAR ENDED DEC 31 2025
29/04/2026 07:00
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RNS Number : 2952C Galantas Gold Corporation 29 April 2026
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2025
April 29, 2026: Galantas Gold Corporation (the 'Company') is pleased to
announce its audited financial results for the year ended December 31, 2025.
Financial Highlights
Highlights of the 2025 results, which are expressed in Canadian Dollars, are
summarized below:
All figures denominated in Canadian Dollars (CDN$)
Year Ended
December 31
2025 2024
Revenue $ 0 $ 0
Cost and expenses of operations $ (44,975) $ (112,568)
Loss before the undernoted $ (44,975) $ (112,568)
Depreciation $ (274,171) $ (434,912)
General administrative expenses $ (4,262,619) $ (4,611,618)
Foreign exchange gain (loss) $ 869,428 $ (561,986)
Unrealized (loss) / gain on derivative fair value adjustment $ (540,582) $ 1,870,422
Loss on extinguishment of convertible debentures $ (447,424) $ 0
Loss on disposal of interest in subsidiaries $ (2,885,663) $ 0
Loss on settlement of debt $ (859,495) $ 0
Reversal of Impairment of property, plant and equipment and exploration and $ 0 $ 3,250,867
evaluation assets
Share of loss on investment in associate $ (47,778)
Write-down of prepaid expenses $ 0 $ 888,889
Net (Loss) for the year $ (8,493,279) $ (1,488,684)
Working Capital Surplus/(Deficit) $ 8,072,100 $ (16,218,988)
Cash gain/(loss) from operating activities before changes in non-cash working $ (563,042) $ (1,098,038)
capital
Cash at December 31, 2025 $ 13,315,844 $ 525,643
Sales revenue for the year ended December 31, 2025 amounted to $ Nil compared
to revenue of $ Nil for the year ended December 31, 2024. Shipments of
concentrate commenced during the third quarter of 2019. Concentrate sales
provisional revenues totalled US$ 566,000 for the year 2025 compared to US$
853,591 for 2024. Until the mine reaches commercial production, the net
proceeds from concentrate sales are being offset against development assets.
The Net Loss for the year ended December 31, 2025 amounted to $ 8,493,279
(2024: $ 1,488,684) and the cash outflow from operating activities before
changes in non-cash working capital for the year ended December 31, 2025
amounted to $563,042 (2024: $1,098,038).
The Company had a cash balance of $ 13,315,844 at December 31, 2025 compared
to $ 525,643 at December 31, 2024. The working capital surplus at December 31,
2025 amounted to $ 8,072,100 compared to a working capital deficit of $
16,218,988 at December 31, 2024.
Safety is a high priority for the Company and we continue to invest in
safety-related training and infrastructure. The zero LTI (lost time
incident) rate since the start of underground operations continues.
Environmental monitoring demonstrates a high level of regulatory compliance.
The Financial Statements and Management Discussion and Analysis (MD&A) are
available on www.sedar.com (http://www.sedar.com) and
https://galantas.com/investors/financial-statements/
(https://galantas.com/investors/financial-statements/) 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/2952C_1-2026-4-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2952C_1-2026-4-28.pdf)
Qualified Person
The scientific and technical information contained in this press release was
reviewed and approved by Brendan Morris (COO), a Qualified Person under the
meaning of National Instrument 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 Indiana 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
Consolidated Financial Statements
(Expressed in Canadian Dollars)
Years Ended December 31, 2025 and 2024
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of
Galantas Gold Corporation
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Galantas Gold
Corporation (the Company), which comprise the consolidated statements of
financial position as at December 31, 2025 and 2024, and the consolidated
statements of loss, consolidated statements of comprehensive loss,
consolidated statements of cash flows and consolidated statements of changes
in equity for the years then ended, and notes to the consolidated financial
statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
December 31, 2025 and 2024 and its financial performance and its cash flows
for the years then ended, in accordance with International Financial Reporting
Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Our responsibilities under those standards are further described in
the Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in Canada, and we have fulfilled our other
ethical responsibilities in accordance with those requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw your attention to Note 2 in the consolidated financial statements,
which indicates that the Company incurred a comprehensive loss of $10,404,561
during the year ended December 31, 2025. As stated in Note 2, these events or
conditions, along with other matters as set forth in Note 2, indicate that a
material uncertainty exists that may cast significant doubt on the Company's
ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements for
the year ended December 31, 2025. These matters were addressed in the context
of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the Emphasis of Matter - Material
Uncertainty Related to Going Concern section of our report, we have
determined the matter described below to be the key audit matter to be
communicated in our report.
Deconsolidation of Subsidiaries (Flintridge Resources Limited ("Flintridge")
and Omagh Minerals Limited ("Omagh")
Description of the matter
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 of this
transaction, the Company lost control over these subsidiaries and
deconsolidated them effective September 30, 2025, retaining a 20% equity
interest in each.
Why the matter is a key audit matter
This matter represented an area of significant risk of material misstatement
due to the significance of the transaction and the complexity involved in
determining the appropriate accounting treatment under IFRS. This includes
assessing whether control was lost, derecognizing the assets and liabilities
of the subsidiaries, measuring any resulting gain or loss on deconsolidation,
and determining the fair value of the retained investment.
How the matter was addressed in the audit
The following were the primary procedures we performed to address this key
audit matter:
• We reviewed the transaction's agreements to assess the substance and
terms of the arrangement;
• We tested the calculation of the gain or loss on deconsolidation,
including performing audit procedures on Flintridge and Omagh financial
statements as of the deconsolidation date (September 23, 2025), assessed the
appropriateness of the disposal date.
• We evaluated management's assessment of loss of control in accordance
with IFRS 10 - Consolidated Financial Statements;
• We assessed the appropriateness and completeness of the related
disclosures in the consolidated financial statements.
Acquisition of RDL Mining Corp. ("RDL")
Description of the matter
As described in Note 5 to the consolidated financial statements, on December
31, 2025, the Company completed the acquisition of all of the issued and
outstanding shares of RDL in exchange for common shares ("Galantas Shares") of
Galantas.
The Company determined RDL did not meet the definition of a "Business" in
accordance with IFRS 3, Business Combinations, and as such, accounted for the
transaction as an asset acquisition.
The difference between the fair value of consideration paid, being the common
shares, and net identifiable assets acquired of $9,449,568 has been presented
as an "exploration property acquisition costs" in the statements of loss and
comprehensive loss.
Why the matter is a key audit matter
This matter represented an area of significant risk of material misstatement
given the magnitude of the transaction. In addition, Management was required
to exert judgment when: determining whether RDL met the definition of a
"Business" and whether the share-based-payment transaction was more reliably
measured with reference to the net assets acquired or common shares issued as
consideration. This in turn led to a high degree of auditor judgment,
subjectivity and effort in performing procedures and evaluating audit
evidence.
How the matter was addressed in the audit
The following were the primary procedures we performed to address this key
audit matter:
• We reviewed the share exchange and other related agreements to identify
and assess relevant terms and conditions;
• Tested management's key assumptions in concluding the transaction was an
asset acquisition; notably the lack of an organized workforce, grassroots
nature of mining claims acquired and no substantive management or operational
processes;
• Evaluated management's conclusion that the acquisition did not meet the
definition of a business under IFRS 3 Business Combinations, including
assessing whether substantially all of the fair value was concentrated in a
single identifiable asset (Exploration and Evaluation Assets);
• Assessed the fair value of the consideration transferred, including the
valuation of the Company's common shares issued with reference to observable
market data; evaluated the DLOM applied to the consideration shares, including
the valuation methodology, key assumptions (such as volatility and holding
period), and the impact of escrow restrictions, with the involvement of
valuation specialists;
• We assessed the appropriateness and completeness of the related
disclosures in the consolidated financial statements.
Information Other than the Consolidated Financial Statements and Auditor's
Report Thereon
Management is responsible for the other information. The other information
comprises the annual management's discussion and analysis, but does not
include the consolidated financial statements and our auditor's report
thereon.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with International Financial
Reporting Standards, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
Those charged with governance are responsible for overseeing the Company's
financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with Canadian
generally accepted auditing standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing
standards, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.
• Conclude on the appropriateness of management's use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units
within the group as a basis for forming an opinion on the group financial
statements. We are responsible for the direction, supervision and review of
the audit work performed for purposes of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in
our report because of the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's
report is John C. Sinclair.
Chartered Professional Accountants
Licensed Public Accountants
Mississauga, Ontario
April 28, 2026
Galantas Gold Corporation
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
As at As at
December 31,
December 31,
2025
2024
ASSETS
Current assets
Cash and cash equivalents (note 17(b)(ii)) $ 13,315,844 $ 525,643
Accounts receivable and prepaid expenses 228,522 364,362
Inventories (note 9) - 213,644
Total current assets 13,544,366 1,103,649
Non-current assets
Investment in associates (note 10) 5,820,725 -
Property, plant and equipment (note 11) - 28,946,456
Long-term deposit (note 13) - 540,870
Exploration and evaluation assets (note 12) 11,372,320 5,487,196
Total non-current assets 17,193,045 34,974,522
Total assets $ 30,737,411 $ 36,078,171
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and other liabilities (notes 14 and 21) $ 2,070,078 $ 3,437,002
Convertible debenture (note 16) 908,916 -
Due to related parties (note 21) 1,816,584 13,885,635
Deferred revenue (note 19) 550,000 -
Derivative liability (note 16) 126,688 -
Total current liabilities 5,472,266 17,322,637
Non-current liabilities
Decommissioning liability (note 13) - 666,128
Convertible debenture (note 16) - 6,556,155
Derivative liability (note 16) - 123,542
Total non-current liabilities - 7,345,825
Total liabilities 5,472,266 24,668,462
Equity
Share capital (note 17(a)(b)) 89,244,398 71,782,203
Reserves 25,035,020 20,148,500
Deficit (89,014,273 ) (80,520,994 )
Total equity 25,265,145 11,409,709
Total equity and liabilities $ 30,737,411 $ 36,078,171
The notes to the consolidated financial statements are an integral part of
these statements.
Incorporation and nature of operations (note 1)
Going concern (note 2)
Contingency (note 23)
Events after the reporting period (note 24)
Approved on behalf of the Board:
"Mario Stifano" , Director "Jim Clancy" , Director
Galantas Gold Corporation
Consolidated Statements of Loss
(Expressed in Canadian Dollars)
Year Ended
December 31,
2025 2024
Revenues
Sales of concentrate (note 19) $ - $ -
Cost and expenses of operations
Cost of sales 44,975 112,568
Depreciation (note 11) 274,171 434,912
319,146 547,480
Loss before general administrative and other expense (income) (319,146 ) (547,480 )
General administrative expenses
Management and administration wages (note 21) 823,319 564,638
Other operating expenses 92,755 172,801
Accounting and corporate 110,063 102,851
Legal and audit 237,974 170,784
Stock-based compensation (notes 17(d) and 21) 159,623 431,990
Shareholder communication and investor relations 380,662 288,271
Transfer agent 57,330 73,259
Director fees (note 21) 140,000 155,000
General office 54,216 63,512
Accretion expenses (notes 13, 16 and 21) 635,713 611,936
Loan interest and bank charges less deposit interest (notes 15, 16 and 21) 1,570,964 1,976,576
4,262,619 4,611,618
Other expense (income)
Foreign exchange (gain) loss (869,428 ) 561,986
Unrealized loss (gain) on derivative fair value adjustment (note 16) 540,582 (1,870,422 )
Loss on extinguishment of convertible debentures (note 16) 447,424 -
Loss on disposal of interest in subsidiaries (note 10) 2,885,663 -
Loss on settlement of debt (notes 16 and 17(b)(iii)) 859,495 -
Reversal of impairment on property, plant and equipment (note 11) - (3,250,867 )
Share of loss on investment in associate (note 10) 47,778 -
Write-down of prepaid expenses - 888,889
3,911,514 (3,670,414 )
Net loss for the year $ (8,493,279 ) $ (1,488,684 )
Basic and diluted net loss per share (note 18) $ (0.07 ) $ (0.01 )
Weighted average number of common shares outstanding - basic and diluted 119,549,163 114,736,787
(note 18)
The notes to the consolidated financial statements are an integral part of
these statements.
Galantas Gold Corporation
Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
Year Ended
December 31,
2025 2024
Net loss for the year $ (8,493,279 ) $ (1,488,684 )
Other comprehensive income (loss)
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations 567,843 1,137,043
Reclassification on disposal of interest in subsidiaries (note 10) (2,479,125 ) -
Total comprehensive loss $ (10,404,561 ) $ (351,641 )
The notes to the consolidated financial statements are an integral part of
these statements.
Galantas Gold Corporation
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
Year Ended
December 31,
2025 2024
Operating activities
Net loss for the year $ (8,493,279 ) $ (1,488,684 )
Adjustment for:
Depreciation (note 11) 274,171 434,912
Stock-based compensation (note 17(d)) 159,623 431,990
Accrued interest (notes 15, 16 and 21) 1,804,129 1,841,692
Foreign exchange loss 275,659 744,385
Accretion expenses (notes 13, 16 and 21) 635,713 611,936
Reversal of impairment of property, plant and equipment (note 11) - (3,250,867 )
Unrealized loss (gain) on derivative fair value adjustment (note 16) 540,582 (1,870,422 )
Write-down of prepaid expenses - 888,889
Loss on extinguishment of convertible debentures (note 16) 447,424 -
Loss on disposal of interest in subsidiaries (note 10) 2,885,663 -
Loss on settlement of debt (notes 16 and 17(b)(iii)) 859,495 -
Share of loss on investment in associate (note 10) 47,778 -
Non-cash working capital items:
Accounts receivable and prepaid expenses (98,705 ) 356,117
Inventories 213,644 (195,460 )
Accounts payable and other liabilities (239,815 ) (412,770 )
Net cash and cash equivalents used in operating activities (687,918 ) (1,908,282 )
Investing activities
Net purchase of property, plant and equipment (1,078,947 ) (769,238 )
Exploration and evaluation assets (538,719 ) (481,338 )
Cash on acquisition of RDL 756,345 -
Cash on disposal of interest in subsidiaries (151,906 ) -
Cost related to the acquisition of RDL (350,372 ) -
Net cash and cash equivalents used in investing activities (1,363,599 ) (1,250,576 )
Financing activities
Proceeds of private placements (note 17(b)(ii)) 14,900,000 -
Share issue costs (1,327,541 ) -
Advances from related parties 1,536,872 1,069,410
Repayments to related parties (210,000 ) (8,749 )
Net cash and cash equivalents provided by financing activities 14,899,331 1,060,661
Net change in cash and cash equivalents 12,847,814 (2,098,197 )
Effect of exchange rate changes on cash held in foreign currencies (57,613 ) 30,575
Cash and cash equivalents, beginning of year 525,643 2,593,265
Cash and cash equivalents, end of year $ 13,315,844 $ 525,643
Cash $ 13,315,844 $ 525,643
Cash equivalents - -
Cash and cash equivalents $ 13,315,844 $ 525,643
Supplemental information
Shares issued to settle accounts payable and other liabilities (note $ 976,563 $ -
17(b)(iii))
Shares issued to acquire RDL (note 5) $ 7,788,347 $ -
The notes to the consolidated financial statements are an integral part of
these statements.
Galantas Gold Corporation
Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
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 (note 17(b)(i)) (110,200 ) - - - - (110,200 )
Convertible debenture converted (note 16) 82,404 - - - - 82,404
Stock-based compensation (note 17(d)) - - 431,990 - - 431,990
Warrants expired - (144,464 ) 144,464 - - -
Exchange differences on translating foreign operations - - - 1,137,043 - 1,137,043
Net loss for the year - - - - (1,488,684 ) (1,488,684 )
Balance, December 31, 2024 71,782,203 3,401,849 14,921,992 1,824,659 (80,520,994 ) 11,409,709
Shares issued in private placement (note 17(b)(ii)) 14,900,000 - - - - 14,900,000
Warrants issued (notes 17(b)(ii)) (5,443,150 ) 5,443,150 - - - -
Share issue costs (note 17(b)(ii)) (2,522,570 ) 1,195,029 - - - (1,327,541 )
Shares issued for debt settlement (note 17(b)(iii)) 976,563 - - - - 976,563
Convertible debenture converted (note 16)) 1,763,005 - - - - 1,763,005
Shares issued to acquire RDL (note 5) 7,788,347 - - - - 7,788,347
Stock-based compensation (note 17(d)) - - 159,623 - - 159,623
Warrants expired - (1,767,545 ) 1,767,545 - - -
Disposal of interest in subsidiaries (note 10) - - - (2,479,125 ) - (2,479,125 )
Exchange differences on translating foreign operations - - - 567,843 - 567,843
Net loss for the year - - - - (8,493,279 ) (8,493,279 )
Balance, December 31, 2025 $ 89,244,398 $ 8,272,483 $ 16,849,160 $ (86,623 ) $ (89,014,273 ) $ 25,265,145
The notes to the consolidated financial statements are an integral part of
these statements.
Galantas Gold Corporation
Notes to Consolidated Financial Statements
Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
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 10.
On December 31, 2025, the Company acquired RDL Mining Corp. ("RDL") and its
wholly-owned subsidiary Compañía Minera RDL SpA ("RDL SpA"). Refer to note
5.
The Company's operations include the consolidated results of Gairloch,
Cavanacaw, RDL and its wholly-owned subsidiaries Omagh, Galántas, Flintridge
and RDL SpA. For Omagh and Flintridge the results are included up to September
23, 2025 (date of loss of control) (refer to note 10).
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 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, Cavanacaw and RDL. 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 disposed of an 80% interest of Flintridge and Omagh (refer to note
10).
The going concern assumption is dependent on forecast cash flows being met,
further financing negotiations being completed successfully. Management's
assumptions in relation to future financing, levels of production, gold and
copper 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 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 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. During the year ended December 31,
2025, the Company raised gross proceeds of $14.9M through the completion of a
private placement.
As at December 31, 2025, the Company had a deficit of $89,014,273 (December
31, 2024 - $80,520,994). Comprehensive loss for the year ended December 31,
2025 was $10,404,561 (December 31, 2024 - $351,641). 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 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
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with
IFRS® Accounting Standards ("IFRS") issued by the International Accounting
Standards Board ("IASB") and interpretations issued by the IFRS
Interpretations Committee ("IFRIC"). The Board of Directors approved the
consolidated financial statements on April 27, 2026.
(b) Basis of presentation
These consolidated financial statements have been prepared on a historical
cost basis with the exception of certain financial instruments, which are
measured at fair value. In addition, these consolidated financial statements
have been prepared using the accrual basis of accounting except for cash flow
information.
In the preparation of these consolidated financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
expenses during the year. Actual results could differ from these estimates. Of
particular significance are the estimates and assumptions used in the
recognition and measurement of items included in note 3(e).
(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries.
The results of subsidiaries acquired or disposed of during the years presented
are included in the consolidated statement of loss from the effective date of
control and up to the effective date of disposal or loss of control, as
appropriate. An investor controls an investee if the investor has the power
over the investee, has the exposure, or rights, to variable returns from its
involvement with the investee and the ability to use its power over the
investee to affect the amount of the investor's returns. All intercompany
transactions, balances, income and expenses are eliminated upon consolidation.
The following wholly owned companies have been consolidated within the
consolidated financial statements:
Company Registered Principal activity
Galantas Gold Corporation Ontario, Canada Parent company
Cavanacaw Corporation (1) Ontario, Canada Holding company
Omagh Minerals Limited (2)(3)(10) Northern Ireland Operating company
Galántas Irish Gold Limited (2)(4) Northern Ireland Dormant company
Flintridge Resources Limited (2)(5)(10) United Kingdom Operating company
Gairloch Resources Limited (1)(6) United Kingdom Operating company
RDL Mining Corp. (1)(7) British Columbia, Canada Holding company
Compañía Minera RDL SpA (8)(9) Chile Operating company
((1)) 100% owned by Galantas Gold Corporation;
((2)) 100% owned by Cavanacaw Corporation;
((3)) Referred to as Omagh (as defined herein);
((4)) Referred to as Galántas (as defined herein);
((5)) Referred to as Flintridge (as defined herein);
((6)) Referred to as Gairloch (as defined herein);
((7)) Referred to as RDL (as defined herein);
((8)) 100% owned by RDL;
((9)) Referred to as RDL SpA (as defined herein); and
((10)) Consolidated up to September 23, 2025, being the date on which the
Company lost control. Following the Transaction described in note 10, the
Company's remaining 20% interest in each entity is accounted for as an
investment in associate under IAS 28.
(d) Functional and presentation currency
The consolidated financial statements are presented in Canadian Dollars
("CAD"), which is the parent Company's functional currency.
Items included in the financial statements of each of the Company's operating
subsidiaries are measured using the currency of the primary economic
environment in which the entity operates (the "functional currency"). The
functional currency of Omagh, Flintridge and Gairloch is the U.K. Pound
Sterling ("GBP"). The functional currency of RDL SpA is the Chilean Peso. The
functional currency of the subsidiaries Cavanacaw and RDL, is the CAD.
Assets and liabilities of entities with functional currencies other than CAD
are translated at the year-end closing rate of exchange, and the results of
their operations are translated at average rates of exchange for the period
unless this average is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case the results of
their operations are translated at the rate prevailing on the dates of the
transactions. The resulting translation adjustments are recognized as a
separate component of equity.
Year Ended
December 31,
2025 2024
Closing rate (GBP to CAD) 1.8428 1.8029
Average for the year 1.8545 1.7504
(e) Use of estimates and judgments
The preparation of these consolidated financial statements in conformity with
IFRS requires management to make certain estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and reported amounts of revenues and
expenses during the reporting period. Actual outcomes could differ from these
estimates. These consolidated financial statements include estimates that, by
their nature, are uncertain. The impacts of such estimates are pervasive
throughout the consolidated financial statements, and may require accounting
adjustments based on future occurrences. Revisions to accounting estimates are
applied prospectively. These estimates are based on historical experience,
current and future economic conditions and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances.
Critical accounting estimates
Significant assumptions about the future that management has made that could
result in a material adjustment to the carrying amounts of assets and
liabilities, in the event that actual results differ from assumptions made,
relate to, but are not limited to, the following:
· the recoverability of accounts receivable that are included in
the consolidated statements of financial position;
· stock-based compensation - management is required to make a
number of estimates when determining the compensation expense resulting from
share-based transactions, including volatility, which is an estimate based on
historical price of the Company's share, the forfeiture rate and expected life
of the instruments;
· warrants - management is required to make a number of estimates
when determining the fair value of the warrants, including volatility and
expected life of the instruments;
· convertible debenture is separated into its liability (host loan)
and embedded derivative liability (conversion feature). The fair value of the
embedded derivative at the time of issue is calculated by using black-scholes
valuation model. Subsequent to the measurement of derivative liability, the
residual value will be allocated as fair value of the host loan. The host loan
will be subsequently measured at amortized cost by using an effective interest
rate method (see note 16). Changes in the input assumptions can materially
affect the fair value estimates and the Company's classification between debt
and derivative components. The transaction costs incurred to obtain the
convertible debenture are pro-rated between equity and debt liability;
· derivative liability - management is required to make a number of
estimates when determining the fair value of the derivative liability,
including volatility and expected life of the instruments;
· share issued for non-cash consideration - the Company measures
equity-settled share-based payment transactions based on an estimate of the
fair value of goods or services received, unless that fair value cannot be
estimated reliably, in which case the Company measures the fair value of the
goods or services received based on the fair value of the equity instruments
granted.
· decommissioning liabilities has been created based on the
estimated settlement amounts. Assumptions, based on the current economic
environment, have been made which management believes are a reasonable basis
upon which to estimate the future liability. These estimates take into account
any material changes to the assumptions that occur when reviewed regularly by
management. Estimates are reviewed quarterly and are based on current
regulatory requirements and constructive obligations. Significant changes in
estimates of contamination, restoration standards and techniques will result
in changes to liability on a quarterly basis. Actual decommissioning costs
will ultimately depend on actual future settlement amount for the
decommissioning costs which will reflect the market condition at the time the
decommissioning costs are actually incurred. The final cost of the currently
recognized decommissioning provisions may be higher or lower than currently
provided for.
Critical accounting judgments
· functional currency - the functional currency for the parent
entity and each of its subsidiaries, is the currency of the primary economic
environment in which the entity operates. Determination of functional currency
may involve certain judgments to determine the primary economic environment
and the parent entity reconsiders the functional currency of its entities if
there is a change in events and conditions which determined primary economic
environment;
· exploration and evaluation assets - the determination of the
demonstration of technical feasibility and commercial viability is subject to
a significant degree of judgment and assessment of all relevant factors;
· income taxes - measurement of income taxes payable and deferred
income tax assets and liabilities requires management to make judgments in the
interpretation and application of the relevant tax laws. The actual amount of
income taxes only becomes final upon filing and acceptance of the tax return
by the relevant authorities, which occurs subsequent to the issuance of the
consolidated financial statements;
· going concern assumption - Going concern presentation of the
consolidated financial statements which assumes that the Company will continue
in operation for the foreseeable future and will be able to realize its assets
and discharge its liabilities in the normal course of operations as they come
due; and
· whether there are any indicators that the Company's exploration
and evaluation assets are impaired. Where an indicator of impairment exists
for its non-current assets, the Company performs an analysis to estimate the
recoverable amount, which includes various key estimates and assumptions as
discussed above.
4. Material Accounting Policies
(a) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional
currencies of the operations at exchange rates at the dates of transactions.
Monetary assets and liabilities denominated in foreign currencies at the
reporting date are retranslated to the functional currency at the exchange
rate at that date. Non-monetary assets and liabilities denominated in foreign
currencies that are measured at fair value are retranslated to the functional
currency at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising in retranslation are recognized in the
consolidated statements of loss, except for differences arising on the
retranslation of available-for-sale equity instruments which are recognised in
other comprehensive loss. Non-monetary items that are measured in terms of
historical cost in foreign currency are translated using the exchange rate at
the date of the transaction.
(b) Financial instruments
Under IFRS 9 - Financial Instruments ("IFRS 9"), financial assets are
classified and measured based on the business model in which they are held and
the characteristics of their contractual cash flows. IFRS 9 contains the
primary measurement categories for financial assets: measured at amortized
cost, fair value through other comprehensive income ("FVTOCI") and fair value
through profit and loss ("FVTPL").
Below is a summary showing the classification and measurement bases of our
financial instruments.
Financial instruments Classification under IFRS 9
Cash and cash equivalents FVTPL
Accounts receivable Amortized cost
Long-term deposit Amortized cost
Accounts payable and other liabilities Amortized cost
Financing facilities Amortized cost
Due to related parties Amortized cost
Convertible debenture (host loan) Amortized cost
Derivative liability FVTPL
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized
cost, or FVTOCI. The Company determines the classification of its financial
assets at initial recognition.
i. Financial assets recorded at FVTPL
Financial assets are classified as FVTPL if they do not meet the criteria of
amortized cost or FVTOCI. Gains or losses on these items are recognized in
profit or loss.
The Company's cash and cash equivalents is classified as financial assets
measured at FVTPL.
ii. Amortized cost
Financial assets are classified as measured at amortized cost if both of the
following criteria are met and the financial assets are not designated as at
FVTPL: 1) the object of the Company's business model for these financial
assets is to collect their contractual cash flows; and 2) the asset's
contractual cash flows represent "solely payments of principal and interest".
The Company's accounts receivable and long-term deposit are classified as
financial assets measured at amortized cost.
iii. Financial assets recorded at FVTOCI
Financial assets are recorded at FVTOCI when the change in fair value is
attributable to changes in the Company's credit risk.
Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL
or at amortized cost. The Company determines the classification of its
financial liabilities at initial recognition.
i. Amortized cost
Financial liabilities are classified as measured at amortized cost unless they
fall into one of the following categories: financial liabilities at FVTPL,
financial liabilities that arise when a transfer of a financial asset does not
qualify for derecognition, financial guarantee contracts, commitments to
provide a loan at a below-market interest rate, or contingent consideration
recognized by an acquirer in a business combination.
The Company's accounts payable and other liabilities, financing facilities,
due to related parties and convertible debenture (host loan) do not fall into
any of the exemptions and are therefore classified as measured at amortized
cost.
ii. Financial liabilities recorded FVTPL
Financial liabilities are classified as FVTPL if they fall into one of the
five exemptions detailed above. The Company's derivative liability is measured
at FVTPL.
Transaction costs
Transaction costs associated with financial instruments, carried at FVTPL, are
expensed as incurred, while transaction costs associated with all other
financial instruments are included in the initial carrying amount of the asset
or the liability.
Subsequent measurement
Instruments classified as FVTPL are measured at fair value with unrealized
gains and losses recognized in profit or loss. Instruments classified as
amortized cost are measured at amortized cost using the effective interest
rate method. Instruments classified as FVTOCI are measured at fair value with
unrealized gains and losses recognized in other comprehensive loss.
Derecognition
The Company derecognizes financial liabilities only when its obligations under
the financial liabilities are discharged, cancelled, or expired. The
difference between the carrying amount of the financial liability derecognized
and the consideration paid and payable, including any non-cash assets
transferred or liabilities assumed, is recognized in profit or loss.
Expected credit loss impairment model
IFRS 9 introduced a single expected credit loss impairment model, which is
based on changes in credit quality since initial application. The adoption of
the expected credit loss impairment model had no impact on the Company's
consolidated financial statements.
The Company assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due. The Company considers a
financial asset to be in default when the borrower is unlikely to pay its
credit obligations to the Company in full or when the financial asset is more
than 90 days past due.
The carrying amount of a financial asset is written off (either partially or
in full) to the extent that there is no realistic prospect of recovery. This
is generally the case when the Company determines that the debtor does not
have assets or sources of income that could generate sufficient cash flows to
repay the amounts subject to the write-off.
(c) Impairment of non-financial assets
When events or circumstances indicate that the carrying value may not be
recoverable, the Company reviews the carrying amounts of its non-financial
assets to determine whether events or changes in circumstances indicate that
the carrying value may not be recoverable. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). The estimated recoverable amount is
determined on an asset by asset basis, except where such assets do not
generate cash flows independent of other assets, in which case the recoverable
amount is estimated at the CGU level.
The recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset.
If the recoverable amount of an asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to
its recoverable amount. An impairment loss is recognized immediately in the
consolidated statement of comprehensive loss.
If an impairment loss subsequently reverses, the carrying amount of the asset
(or CGU) is increased up to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognized for the
asset (or CGU) in prior years.
Fair values
The fair value of quoted investments is determined by reference to market
prices at the close of business on the statement of financial position date.
Where there is no active market, fair value is determined using valuation
techniques.
These include using recent arm's length market transactions; reference to the
current market value of another instrument which is substantially the same;
discounted cash flow analysis; and pricing models.
Financial instruments that are measured subsequent to initial recognition are
grouped into a hierarchy based on the degree to which the fair value is
observable as follows:
· Level 1 fair value measurements are quoted prices (unadjusted) in
active markets for identical assets or liabilities;
· Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are observable for the
asset or liability either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
· Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liabilities that are not based
on observable market data (unobservable inputs)
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, and short-term
deposits with an original maturity of three months or less, which are readily
convertible into a known amount of cash.
(e) 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 consolidated statement of loss and other comprehensive loss,
and its share of movements in reserves is recognized directly in equity.
(f) Property, plant and equipment
Property, plant and equipment are carried at cost, less accumulated
depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment consists of the purchase
price, any costs directly attributable to bringing the asset to the location
and condition necessary for its intended use and an initial estimate of the
costs of dismantling and removing the item and restoring the site on which it
is located.
Depreciation is recognized based on the cost of an item of property, plant and
equipment, less its estimated residual value, over its estimated useful life
at the following rates:
Detail Percentage Method
Buildings 20% Declining balance
Plant and machinery 20% Declining balance
Motor vehicles 25% Declining balance
Office equipment 15% Declining balance
Development assets No depreciation
Assets under construction No depreciation
An asset's residual value, useful life and depreciation method are reviewed,
and adjusted if appropriate, on an annual basis.
(g) Borrowing costs
General and specific borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are capitalised
during the period of time that is required to complete and prepare the asset
for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of
time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings
pending their expenditure on qualifying assets is deducted from the borrowing
costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
(h) Exploration and evaluation assets
These assets relate to the exploration and evaluation expenditures incurred in
respect to resource projects that are in the exploration and evaluation stage.
Exploration and evaluation expenditures include costs which are directly
attributable to acquisition, exploration and evaluation activities, assessing
technical feasibility and commercial viability. These expenditures are
capitalized using the full cost method until the technical feasibility and
commercial viability of extracting the mineral resource of a project are
demonstrable. During the exploration period, exploration and evaluation assets
are not amortized.
Exploration and evaluation assets are allocated to CGU for the purpose of
assessing such assets for impairment. At the end of each reporting period, the
asset is reviewed for impairment indicators in accordance with IFRS 6.20:
(i) the period for which the entity has the right to explore in the specific
area has expired during the period or will expire in the near future, and is
not expected to be renewed.
(ii) substantive expenditure on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted nor planned.
(iii) exploration for and evaluation of mineral resources in the specific
area have not led to the discovery of commercially viable quantities of
mineral resources and the entity has decided to discontinue such activities in
the specific area.
(iv) sufficient data exist to indicate that, although a development in the
specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.
If such indicators exist, the asset is tested for impairment and the
recoverable amount of the asset is estimated. If the recoverable amount of the
asset is estimated to be less than its carrying amount, the carrying amount of
the asset is reduced to its recoverable amount. An impairment loss is
recognized immediately in consolidated statements of loss.
Once the technical feasibility and commercial viability of extracting a
mineral resource of a project are demonstrable, the relevant exploration and
evaluation asset is assessed for impairment, and any impairment loss
recognized, prior to the balance being reclassified as a development asset in
property, plant and equipment.
The determination of the demonstration of technical feasibility and commercial
viability is subject to a significant degree of judgment and assessment of all
relevant factors. In general, technical feasibility may be demonstrable once a
positive feasibility study is completed. When determining the commercial
viability of a project, in addition to the receipt of a feasibility study, the
Company also considers factors such as the availability of project financing,
the existence of markets and/or long term contracts for the product, and the
ability of obtaining the relevant operating permits.
All subsequent expenditures to ready the property for production are
capitalized within development assets, other than those costs related to the
construction of property, plant and equipment. However, until the mine reaches
the commencement of commercial production, the net proceeds from concentrate
sales will be offset against development assets.
Once production has commenced, all costs included in development assets are
reclassified to mine development costs.
Exploration and evaluation expenditures incurred prior to the Company
obtaining mineral rights related to the property being explored are recorded
as expense in the period in which they are incurred.
(i) Stripping costs
Till stripping costs involving the removal of overburden are capitalized where
the underlying ore will be extracted in future periods. The Company defers
these till stripping costs and amortizes them on a unit-of-production basis as
the underlying ore is extracted.
(j) Inventories
Inventories are comprised of finished goods, concentrate inventory and
work-in-process amounts.
All inventories are recorded at the lower of production costs on a first-in,
first-out basis, and net realizable value. Production costs include costs
related to mining, crushing, mill processing, as well as depreciation on
production assets and certain allocations of mine-site overhead expenses
attributable to the manufacturing process.
Net realizable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
(k) Revenue recognition
Revenue from sales of finished goods is recognized at the time of shipment
when significant risks and rewards of ownership are considered to be
transferred, the terms are fixed or determinable, collection is probable, the
associated costs and possible return of goods can be estimated reliably, and
there is no continuing management involvement in the goods, and the amount of
revenue can be measured reliably.
Revenue from sales of metal concentrate is recognized at the time of shipment
when title passes and significant risks and benefits of ownership are
considered to be transferred and the amount of revenue to be receivable by the
Company is known or could be accurately estimated. The final revenue figure at
the end of any given period is subject to adjustment at the date of ultimate
settlement as a result of final assay agreement and metal prices changes.
Streaming arrangements
From time to time, the Company enters into arrangements pursuant to which the
Company receives consideration in advance of the delivery of metals.
Under streaming arrangements, the Company receives advanced consideration
against the delivery of a portion of future metal production referenced to the
mine(s) of the Company specified in the contract. In addition to the advanced
consideration, the Company may also receive a cash payment as metals are
delivered to the customer.
The Company recognizes the advanced consideration as deferred revenue and
recognizes the amounts in revenue as it satisfies its performance obligations
to deliver metal to the customer over the life of the contract.
(l) Provisions
A provision is recognized when the Company has a present legal or constructive
obligation as a result of a past event, it is probable that an outflow of
economic benefits will be required to settle the obligation, and the amount of
the obligation can be reliably estimated. If the effect is material,
provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of
money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to
be derived by the Company from a contract are lower than the unavoidable cost
of meeting its obligations under the contract.
(m) Share-based compensation transactions
Share-based compensation transactions
Employees (including directors and senior executives) of the Company receive a
portion of their remuneration in the form of share-based compensation
transactions, whereby employees render services as consideration for equity
instruments ("equity-settled transactions").
In situations where equity instruments are issued and some or all of the goods
or services received by the entity as consideration cannot be specifically
identified, such as share-based payments to employees, they are measured at
fair value of the share-based payment.
Share-based payments to employees of the subsidiaries are recognized as cash
settled share-based compensation transactions.
Equity-settled transactions
The costs of equity-settled transactions with employees are measured by
reference to the fair value at the date on which they are granted.
The costs of equity-settled transactions are recognized, together with a
corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award ("the vesting date").
The cumulative expense is recognized for equity-settled transactions at each
reporting date until the vesting date reflects the Company's best estimate of
the number of equity instruments that will ultimately vest. The profit or loss
charge or credit for a period represents the movement in cumulative expense
recognized as at the beginning and end of that period and the corresponding
amount is represented in "equity settled share-based payments reserve".
No expense is recognized for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied
provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, the minimum expense
recognized is the expense as if the terms had not been modified. An additional
expense is recognized for any modification which increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to
the employee as measured at the date of modification.
The dilutive effect of outstanding options (if any) is reflected as additional
dilution in the computation of loss per share.
Cash-settled transactions
The cost of cash-settled transactions is measured initially at fair value. The
liability is re-measured to fair value at each reporting date up to, and
including the settlement date, with changes in fair value recognised in
employee benefits expense.
(n) Income taxes
Income tax on the consolidated statements of loss for the years presented
comprises current and deferred tax. Income tax is recognized in the
consolidated statements of loss except to the extent that it relates to items
recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantively enacted at period end, adjusted
for amendments to tax payable with regards to previous years.
Deferred tax is recognized in respect of taxable temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not
recognized for the following temporary differences: the initial recognition of
assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss, and differences
relating to investments in subsidiaries and joint ventures to the extent that
it is probable that they will not reverse in the foreseeable future. In
addition, deferred tax is not recognized for taxable temporary differences
arising on the initial recognition of goodwill. Deferred tax is measured at
the tax rates that are expected to be applied to taxable temporary differences
when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date. Deferred tax assets and liabilities are offset
if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on
the same taxable entity, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will be realized
simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and
deductible temporary differences, to the extent that it is probable that
future taxable profits will be available against which they can be utilized.
Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be
realized.
(o) Convertible debentures
The convertible debenture is convertible into units in US$ and the Company's
functional currency is the Canadian Dollars. As a result the instrument
contains an embedded derivative liability.
The proceeds received on issuance of the Company's convertible debenture are
allocated to the host debt and derivative liability component. The fair value
of the component is determined based on the residual method.
At the time of issue, the derivative liability feature was measured using the
Black-Scholes option pricing model. The residual value was allocated as fair
value of the host debt component. The derivative liability is fair valued at
each statement of financial position date using the Black-Scholes option
pricing model.
The host debt component accretes up to the principal balance at maturity with
the accretion expense included in the consolidated statements of loss. The
derivative liability component will be reclassified to share capital on
conversion.
Transaction costs are apportioned to the debt liability and derivative
liability component in proportion to the allocation of proceeds.
(p) Decommissioning liability
A legal or constructive obligation to incur restoration, rehabilitation and
environmental costs may arise when environmental disturbance is caused by the
exploration, development or ongoing production of a mineral property interest.
Such costs arising from the decommissioning of plant and other site
preparation work, discounted to their net present value, are provided for and
capitalized at the start of each project to the carrying amount of the asset,
when there is a present obligation, as a result of a past event, it is
probable to be settled by a future outflow of resources and a reliable
estimate can be made of the obligation. Discount rates using a pretax rate
that reflects the risk and the time value of money are used to calculate the
net present value. These costs are charged against the consolidated statements
of loss over the economic life of the related asset, through amortization
using either a unit-of-production or the straight-line method as appropriate.
The related liability is adjusted for each period for the unwinding of the
discount rate and for changes to the current market-based discount rate,
amount or timing of the underlying cash flows needed to settle the obligation.
Costs for restoration of subsequent site damage that is created on an ongoing
basis during production are provided for at their net present values and
charged against profits and/or inventories as extraction progresses.
(q) Loss per share
The Company presents basic and diluted loss per share data for its common
shares, calculated by dividing the loss attributable to common shareholders of
the Company by the weighted average number of common shares outstanding during
the year. Diluted loss per share is computed similarly to basic loss per share
except that the weighted average shares outstanding are increased to include
additional shares for the assumed exercise of stock options and warrants, if
dilutive. The number of additional shares is calculated by assuming that
outstanding stock options and warrants were exercised and that the proceeds
from such exercises were used to acquire common stock at the average market
price during the years. Options and warrants are anti-dilutive and, therefore,
have not been taken into account in the per share calculation.
(r) Accounting standards issued but not yet adopted
IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18")
In April 2024, the IASB issued IFRS 18, which will replace IAS 1. IFRS 18 is
effective for periods beginning on or after January 1, 2027, with early
adoption permitted. IFRS 18 will require defined categories and subtotals in
the statement of profit or loss, require disclosure about management-defined
performance measures, and adds new principles for aggregation and
disaggregation of information. The Company is assessing the impact of this
standard on its disclosures.
IFRS 19 Subsidiaries without Public Accountability: Disclosures ("IFRS 1")
In May 2024, the IASB issued IFRS 19, which is effective for annual reporting
periods on or after January 1, 2027, with earlier application permitted. IFRS
19 permits some subsidiaries to apply IFRS Accounting Standards with reduced
disclosure requirements. These entities apply the requirements in other IFRS
Accounting Standards except for the disclosure requirements. Instead, these
entities apply the requirements in IFRS 19. The Company is assessing the
impact of this standard on its disclosures.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9
and IFRS 7)
The IASB issued amendments to IFRS 9 and IFRS 7 in May 2024 to clarify
classification, measurement, derecognition, and disclosure requirements,
effective for annual periods beginning on or after January 1, 2026. The
Company is assessing the impact of this standard on its disclosures.
5. Acquisition of RDL
On December 31, 2025, the Company completed the acquisition of all of the
issued and outstanding shares of RDL in exchange for common shares ("Galantas
Shares") of Galantas. The acquisition of RDL provides Galantas with an option
(the "Option") to acquire a 100% interest in the Indiana gold/copper project
located in Chile (the "Indiana Project"), by meeting certain conditions,
pursuant to an option agreement between RDL SpA, a wholly-owned subsidiary of
RDL, and Minería Indiana Limitada dated October 30, 2025.
RDL transaction terms
As consideration for the acquisition of RDL, each RDL shareholder (being
Lawrence Roulston, Robert Sedgemore and Dorian L. Nicol (the "RDL
Shareholders")) received approximately 44 million Galantas Shares (the "RDL
Shares"), for an aggregate of 132,400,635 Galantas Shares. Each RDL
Shareholder holds Galantas Shares representing approximately 10% of the issued
and outstanding Galantas Shares following the completion of the Transaction
and private placement completed on December 31, 2025. Additionally, each RDL
Shareholder was 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%.
In connection with the acquisition of RDL, Robert Sedgemore was appointed as
Senior Vice President, Operations, of Galantas.
The Acquisition did not meet the definition of a business combination under
IFRS 3, Business Combination. Accordingly, the acquisition was accounted for
as an asset acquisition. The Company recorded a total of $9,449,568 in
exploration and evaluation assets to the consolidated statement of financial
position which is the excess of the consideration paid over the fair value of
the identifiable net assets.
The following table summarizes the fair value of the purchase price and the
allocation to net assets acquired:
Purchase Price Consideration
132,400,635 common shares issued (i) $ 7,788,347
Cost related to the acquisition 350,372
$ 8,138,719
Net Assets Acquired (Fair Value)
Cash and cash equivalents $ 756,345
Accounts receivable and prepaid expenses 44,088
Exploration and evaluation assets 9,449,568
Accounts payable and other liabilities (698,006 )
Payable to Galantas (863,276 )
Deferred revenue (550,000 )
$ 8,138,719
(i) Fair value was calculated using the closing price of $0.125 on the date of
issuance with consideration for the lack of marketability. Discount for Lack
of Marketability ("DLOM") is based on the risk arising from the restrict
holding period set out on the Acquisition.
6. Capital Risk Management
The Company manages its capital with the following objectives:
· to ensure sufficient financial flexibility to achieve the ongoing
business objectives including funding of future growth opportunities, and
pursuit of accretive acquisitions; and
· to maximize shareholder return.
The Company monitors its capital structure and makes adjustments according to
market conditions in an effort to meet its objectives given the current
outlook of the business and industry in general. The Company may manage its
capital structure by issuing new shares, repurchasing outstanding shares,
adjusting capital spending, or disposing of assets. The capital structure is
reviewed by management and the Board of Directors on an ongoing basis.
The Company considers its capital to be equity, comprising share capital,
reserves and deficit which at December 31, 2025 totaled $25,265,145 (December
31, 2024 - $11,409,709). The Company manages capital through its financial and
operational forecasting processes. The Company reviews its working capital and
forecasts its future cash flows based on future sales revenues, operating
expenditures, and other investing and financing activities. The forecast is
updated based on its operating and exploration activities. Selected
information is provided to the Board of Directors of the Company. The
Company's capital management objectives, policies and processes have remained
unchanged during the year ended December 31, 2025. The Company is not subject
to any capital requirements imposed by a lending institution or regulatory
body.
7. Financial and Property Risk Management
Property risk
The Company's significant projects are the Indiana Project and the Gairloch
Project. Unless the Company acquires or develops additional significant
projects, the Company will be solely dependent upon the Indiana and Gairloch
Projects. If no additional projects are acquired by the Company, any adverse
development affecting the Indiana and Gairloch Projects would have a material
effect on the Company's consolidated financial condition and results of
operations.
Financial risk
The Company's activities expose it to a variety of financial risks: credit
risk and sales concentration, liquidity risk and market risk (including
interest rate risk, foreign currency risk and commodity and equity price
risk). Risk management is carried out by the Company's management team with
guidance from the Audit Committee under policies approved by the Board of
Directors. The Board of Directors also provides regular guidance for overall
risk management.
(i) Credit risk and sales concentration
Credit risk is the risk of loss associated with a counterparty's inability to
fulfill its payment obligations. The Company's credit risk is primarily
attributable to cash and cash equivalents and accounts receivable. Cash is
held with financial institutions and the United Kingdom Crown, respectively,
from which management believes the risk of loss to be minimal. Sales tax
receivable is collectable from government authorities in Canada.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash
resources to meet its financial obligations as they come due. The Company's
liquidity and operating results may be adversely affected if the Company's
access to the capital market is hindered, whether as a result of a downturn in
stock market conditions generally or matters specific to the Company. The
Company manages liquidity risk by monitoring maturities of financial
commitments and maintaining adequate cash reserves and available borrowing
facilities to meet these commitments as they come due. As at December 31,
2025, the Company had working capital of $8,072,100 (December 31, 2024 -
working capital deficit of $16,218,988). All of the Company's financial
liabilities have contractual maturities of less than 30 days other than
certain related party loans and the financing liabilities.
(iii) Market risk
Market risk is the risk of loss that may arise from changes in market factors
such as interest rate risk, foreign exchange rate risk and commodity price
risk.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate due to changes in market interest rates.
The Company has cash balances, significant interest-bearing debt due to
related parties. The Company is exposed to interest rate risk on certain
related party loans and third party loans which bear interest at variable
rates.
(b) Foreign currency risk
Certain of the Company's assets, liabilities are designated in GBP and certain
expenses are incurred in GBP which is the currency of Northern Ireland and the
United Kingdom while the Company's primary revenues are received in the
currency of United States and are therefore subject to gains and losses due to
fluctuations in these currencies against the functional currency. The loan
from convertible debentures and loan from third party is designated in US
dollars.
(c) Commodity price risk
The Company is exposed to price risk with respect to commodity prices.
Commodity price risk is defined as the potential adverse impact on earnings
and economic value due to commodity price movements and volatilities. The
Company closely monitors commodity prices, as it relates to gold/copper to
determine the appropriate course of action to be taken by the Company.
Sensitivity analysis
Based on management's knowledge and experience of the financial markets, the
Company believes the following movements are reasonably possible over a twelve
month period:
(i) Certain related party loans, a loan facility with a third party and
convertible debentures are subject to interest rate risk. As at December 31,
2025, if interest rates had decreased/increased by 1% with all other variables
held constant, the net loss for the year ended December 31, 2025, would have
been approximately $9,000 lower/higher respectively, as a result of
lower/higher interest rates from certain related party loans, a loan facility
and convertible debentures. Similarly, as at December 31, 2025, shareholders'
equity would have been approximately $9,000 higher/lower as a result of a 1%
decrease/increase in interest rates from certain related party loans, a loan
facility and convertible debentures.
(ii) The Company is exposed to foreign currency risk on fluctuations related
to cash and cash equivalents, accounts receivable, long-term deposit, accounts
payable and other liabilities and due to related parties that are denominated
in GBP as well as convertible debentures that are denominated in US$. As at
December 31, 2025, had the GBP and US$ weakened/strengthened by 5% against the
CAD with all other variables held constant, the Company's consolidated
comprehensive loss for the year ended December 31, 2025 would have been
approximately $142,000 higher/lower as a result of foreign exchange
losses/gains on translation of non-CAD denominated financial instruments.
Similarly, as at December 31, 2025, shareholders' equity would have been
approximately $142,000 higher/lower had the GBP and US$ weakened/strengthened
by 5% against the CAD as a result of foreign exchange losses/gains on
translation of non-CAD denominated financial instruments.
(iii) Commodity price risk could adversely affect the Company. In particular,
the Company's future profitability and viability of development depends upon
the world market price of gold and copper. Gold and copper prices have
fluctuated widely in recent years. There is no assurance that, even as
commercial quantities of gold and copper may be produced in the future, a
profitable market will exist for them. A decline in the market price of gold
and copper may also require the Company to reduce production of its mineral
resources, which could have a material and adverse effect on the Company's
value. Management believes that the impact would be immaterial for the year
ended December 31, 2025.
8. Categories of Financial Instruments
As at December 31, 2025 2024
Financial assets:
FVTPL
Cash and cash equivalents $ 13,315,844 $ 525,643
Amortized cost
Accounts receivable 68,158 144,445
Long-term deposit - 540,870
Financial liabilities:
FVTPL
Derivative liability 126,688 123,542
Amortized cost
Accounts payable and other liabilities 2,070,078 3,437,002
Due to related parties 1,816,584 13,885,635
Convertible debenture 908,916 6,556,155
9. Inventories
As at As at
December 31, December 31,
2025 2024
Concentrate inventories $ - $ 213,644
10. 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 ($6,853,000) 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% 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
($5,482,400).
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
consolidated statement of loss and comprehensive loss, 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. On loss of
control of Flintridge and Omagh, the cumulative foreign currency translation
differences relating to these foreign operations were reclassified from the
foreign currency translation reserve in equity to profit or loss in accordance
with IAS 21.
As at As at
December 31,
December 31,
2025 2024
Fair value of retained investment $ 5,954,818 $ -
Carrying amount of former subsidiaries net assets (notes 11, 12, 13 and 21) (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
Share of loss in associate (47,778 )
Foreign exchange adjustment (86,315 )
Balance, December 31, 2025 $ 5,820,725
The following is a summary of the financial information of Flintridge and
Omagh based on the latest available information. The numbers have not been
pro-rated for the Company's ownership interest.
As at December 31, 2025 Flintridge Omagh Total
Total current assets $ 4,816,064 $ 6,529 $ 4,822,593
Total non-current assets 34,427,024 - 34,427,024
Total current liabilities 2,851,392 1,665,018 4,516,410
Total non-current liabilities 677,500 - 677,500
Net loss (3 months ended) 233,218 5,673 238,891
Proportionate share of net loss 46,644 1,134 47,778
11. Property, Plant and Equipment
Cost Freehold Plant Motor Office Development Assets Total
land and
and
vehicles
equipment
assets
under
buildings
machinery
construction
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 (note 19) - - - - (1,228,232 ) - (1,228,232 )
Reversal of impairment (ii) - - - - 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 19) - - - - (787,929 ) - (787,929 )
Disposals of interest in subsidiaries (note 10) (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, December 31, 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 10) (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, December 31, 2025 $ - $ - $ - $ - $ - $ - $ -
Carrying value
Balance, December 31, 2024 $ 407,473 $ 1,679,766 $ 35,177 $ 57,433 $ 26,766,607 $ - $ 28,946,456
Balance, December 31, 2025 $ - $ - $ - $ - $ - $ - $ -
(i) Development assets are expenditures for the underground mining operations
in Omagh.
(ii) The Company conducts impairment testing on an annual basis. The cash
generating unit for the purpose of impairment testing is the Omagh Mine. The
basis on which the recoverable amount is assessed is its value in use. The
cash flow forecast employed for the value in use computation is for a five
year period discounted at a rate reflective of market conditions.
A critical assumption for the value in use calculation was the granting of
planning permission for the development of an underground mine. Planning
permission was granted but was the subject of a judicial review which found in
favour of the Company in September 2017. The judicial review decision was then
appealed by a third party to the Court of Appeal in relation to the positive
judicial review judgment. This appeal was completed in February 2018 and later
in 2018 the Court of Appeal delivered its judgement in regard to an appeal
against the Company's planning consent. The Court determined that the appeal
had failed and thus the planning consent is confirmed.
As at December 31, 2024, the Company performed an assessment of the carrying
values of its development assets in accordance with IAS 36, "Impairment of
Assets." Based on the results of this assessment, the Company recognized a
portion of reversal of previously recorded impairments amounting to
$3,250,867.
The impairment reversal was determined based on a five year value-in-use
discounted cash flow forecast utilizing a discount rate of 15% and an average
gold price assumption of US$2,042 per ounce over the forecast period.
Key Assumptions
Forecast Period 5 years
Average Gold Price US$2,042/oz
Discount Rate 15%
Management considers these assumptions to be reasonable based on prevailing
market conditions and internal forecasts.
(iii) 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
property, plant and equipment was derecognized. Refer to note 10.
12. Exploration and Evaluation Assets
Gairloch Omagh Gold Indiana
Year Ended December 31, 2025 Project Project Project Total
Acquisitions costs
Balance, December 31, 2023 and December 31, 2024 $ 1,140,115 $ - $ - $ 1,140,115
Acquisition of RDL (note 5) - - 9,449,568 9,449,568
Balance, December 31, 2025 1,140,115 - 9,449,568 10,589,683
Exploration costs
Balance, December 31, 2024 584,155 3,762,926 - 4,347,081
Additions 198,482 340,237 - 538,719
Disposal of interest in subsidiaries (note 10) - (4,243,418 ) - (4,243,418 )
Foreign exchange adjustment - 140,255 - 140,255
Balance, December 31, 2025 782,637 - - 782,637
Total $ 1,922,752 $ - $ 9,449,568 $ 11,372,320
Gairloch Omagh Gold Indiana
Year Ended December 31, 2024 Project Project Project Total
Acquisitions costs
Balance, December 31, 2023 and December 31, 2024 $ 1,140,115 $ - $ - $ 1,140,115
Exploration costs
Balance, December 31, 2023 395,353 3,240,941 - 3,636,294
Additions 188,802 292,536 - 481,338
Foreign exchange adjustment - 229,449 - 229,449
Balance, December 31, 2024 584,155 3,762,926 - 4,347,081
Total $ 1,724,270 $ 3,762,926 $ - $ 5,487,196
Gairloch Project
On January 26, 2023, the Company announced that it entered into an agreement
to acquire a 100% interest and the exclusive rights to explore and develop the
Gairloch Project from the owners of the Gairloch Estate lands. The Company has
acquired exploration and developments rights for an initial payment of GBP
347,000 and annual payments of GBP 69,000 beginning in year 6.
The lease agreement will continue for 30 years and will be renewable at the
election of Galantas, upon 90 days' prior written notice and upon the approval
of the lessor, not to be unreasonably withheld, for a further 20-year period,
assuming all conditions of this agreement have been met satisfactorily
according to the Lessor, acting reasonably, in respect of the Galantas'
conduct and operations. Galantas may terminate the agreement with 18 months'
notice.
Galantas made a payment of $580,392 (GBP 347,000) representing payment for the
first five years of the lease. If the exploration phase continues past the
fifth anniversary of the effective date of the agreement, Galantas will pay
the lessor GBP 69,400 index linked per lease year for each such lease year
following the fifth anniversary of the effective date, with such payment to be
made at the commencement of each such lease year.
During any mining phase, Galantas will pay the lessor GBP 50,000 index linked
per lease year, with such payment to be made at the commencement of each such
lease year. Galantas will grant a 5% net profits interest royalty (the "NPI"),
calculated according to standard industry terms and practices with the option
by the Lessor to convert the NPI to a 2% net smelter returns royalty,
calculated according to standard industry terms and practices.
Omagh Gold Project
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 Omagh
Gold Project was derecognized. Refer to note 10.
Indiana Project
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 Minería Activa SpA ("Activa"), subject to the 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").
An initial payment of US$500,000 was made. Of this amount, US$450,000
($625,000) was 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
was repaid by Galantas on December 31, 2025. Refer to note 17(b)(iii)). 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.
13. 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 December 31, 2024 based
on a risk-free discount rate of 1% and an inflation rate of 1.50%. At December
31, 2024, the expected undiscounted future obligations allowing for inflation
are GBP 330,000 and based on management's best estimate the decommissioning
was expected to occur over the next 5 to 10 years. 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 decommissioning liability is not
included in the consolidated financial statements anymore (refer to note 10).
Changes in the provision during the year ended December 31, 2025 are as
follows:
As at As at
December 31, December 31,
2025 2024
Decommissioning liability, beginning of year $ 666,128 $ 611,452
Accretion 8,706 11,056
Foreign exchange 24,944 43,620
Disposal of interest in subsidiaries (note 10) (699,778 ) -
Decommissioning liability, end of year $ - $ 666,128
As at December 31, 2024, as required by the Crown in Northern Ireland, the
Company was required to provide a bond for reclamation related to the Omagh
mine in the amount of GBP 300,000, of which GBP 300,000 was funded as of
December 31, 2024 and reported as long-term deposit of $540,870. 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 long-term
deposit is not included in the consolidated financial statements anymore
(refer to note 10).
14. 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
December 31, December 31,
2025 2024
Accounts payable $ 1,578,605 $ 2,015,836
Accrued liabilities 491,473 1,421,166
Total accounts payable and other liabilities $ 2,070,078 $ 3,437,002
15. Financing Facilities
Amounts payable on the Company's financial facilities are as follow:
As at As at
December 31, December 31,
2025 2024
G&F Phelps
Financing facility, beginning of period $ - $ 6,119,308
Financing facility transferred to due to related parties (i) - (7,096,775 )
Interest (i) - 633,566
Foreign exchange adjustment - 343,901
Financing facilities $ - $ -
(i) As at December 31, 2025, G&F Phelps Ltd. ("G&F Phelps") had
amalgamated loans to the Company of $nil (GBP nil) (December 31, 2024 - $nil -
GBP nil) included with financing facilities bearing interest at 2% above UK
base rates, repayable on demand and secured by a mortgage debenture on all the
Company's assets. In April 2018, the interest increased to 6.75% + US$ 12
month LIBOR. Interest accrued on G&F Phelps loan is included with
financing facilities. As at December 31, 2025, the amount of interest accrued
is $nil (GBP nil) (December 31, 2024 - $nil - GBP nil).
The G&F Phelps loans expired on December 31, 2023 and are being rolled
forward on a month to month basis. Interest may be deferred and added to the
balance outstanding until March 31, 2022, at which point interest will be paid
monthly. In consideration for extending the G&F loan and deferring
interest, G&F Phelps has received 1,700,000 warrants exercisable into one
common share at an exercise price of $0.33, with said warrants expiring on
December 31, 2023. The fair value of the 1,700,000 warrants was estimated at
$670,000 using the following Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
123.98% to 144.48%, risk-free interest rate - 0.32% and an expected average
life of 2.63 years.
During the year ended December 31, 2025, the Company recorded interest expense
of $nil in the consolidated statements of loss in regards with this loan
facility (year ended December 31, 2024 - $633,566).
During the year ended December 31, 2024, the G&F Phelps loans were
transferred to Ocean Partners with the same terms (note 16).
16. 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 $1,495,208 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
$2,006,846, 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 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. Refer to
note 17(b).
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. Refer to note 17(b). The fair value
of the shares issued was $1,763,005, resulting in a loss on settlement of debt
of $507,932.
On September 23, 2025, the Company and Ocean Partners reached a debt
settlement agreement as part of the Transaction (note 10) 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 consolidated statement of
loss as a loss on extinguishment of convertible debentures of $302,888.
As at December 31, 2025, the fair value of the derivative liability was
revalued at $126,649 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
151%, risk-free interest rate - 2.55% and an expected average life of 0.97
years.
During the year ended December 31, 2025, the Company recorded accretion
expense of $440,733 and interest expense of $418,007 as loan interest and bank
charges less deposit interest in the consolidated statement of loss. During
the year ended December 31, 2025, $91,440 of the interest expense was related
to the convertible debenture subscribed by Melquart. During the year ended
December 31, 2025, $187,335 of the interest expense was related to the
convertible debenture subscribed by Ocean Partners.
During the year ended December 31, 2025, the Company paid interest of $289,639
(US$210,480).
(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 consolidated statement of loss.
During the year ended December 31, 2025, the Company recorded accretion
expense of $184,859, respectively and interest expense of $426,434 as loan
interest and bank charges less deposit interest in the consolidated statement
of loss.
On September 23, 2025, the Company and Ocean Partners reached a debt
settlement agreement as part of the Transaction 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. Refer to note 10 for details of the Transaction. 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 consolidated as a loss on extinguishment of convertible debentures of
$144,537.
Convertible Derivative
debentures
liabilities
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) (1,657,582 ) (105,423 )
Extinguishment of convertible debentures (i)(ii) (5,928,478 ) (432,013 )
Loss on extinguishment of convertible debentures (i)(ii) 447,424 -
Loss on settlement of debt (i) 507,932 -
Interest payment (i) (289,639 ) -
Interest expense (i)(ii) 844,441 -
Accretion expense (i)(ii) 625,592 -
Change in fair value (i)(ii) - 540,582
Foreign exchange adjustment (196,929 ) -
Balance, December 31, 2025 $ 908,916 $ 126,688
17. Share Capital and Reserves
a) Authorized share capital
At December 31, 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 December 31, 2025, the issued share capital amounted to $89,244,398. The
continuity of issued share capital for the years presented is as follows:
Number of
common
shares Amount
Balance, December 31, 2023 114,841,403 $ 71,809,999
Shares cancelled (i) (306,110 ) (110,200 )
Convertible debenture converted (note 16(i)) 235,294 82,404
Balance, December 31, 2024 114,770,587 71,782,203
Shares issued in private placement (ii) 186,250,000 14,900,000
Warrants issued (ii) - (5,443,150 )
Share issue costs (ii) - (2,522,570 )
Shares issued to acquire RDL (note 5) 132,400,635 7,788,347
Convertible debenture converted (note 16(i)) 17,630,050 1,763,005
Shares issued for debt settlement (iii) 7,812,500 976,563
Balance, December 31, 2025 458,863,772 $ 89,244,398
(i) On February 27, 2024, total of 306,110 units issued to consultants in the
debt settlement transaction were canceled.
(ii) On December 31, 2025, the Company closed a non-brokered private
placement of 186,250,000 units at a price of $0.08 per unit for gross proceeds
of $14,900,000. Each unit consists of one common share of the Company and one
common share purchase warrant, with each warrant entitling the holder to
purchase an additional common share at a price of $0.12 per share until
December 31, 2028. The fair value of the 186,250,000 warrants was estimated at
$5,443,150 using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield - 0%, expected volatility -120.17%,
risk-free interest rate - 2.57% and an expected average life of 3 years.
The Company paid the agents a cash commission equal to $1,042,750 and issued
13,034,375 broker warrants of the Company. Each broker warrant is exercisable
to acquire one common share at an exercise price of $0.08 until December 31,
2027. The fair value of the 13,034,375 broker warrants was estimated at
$1,195,029 using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield - 0%, expected volatility - 132.72%,
risk-free interest rate - 2.58% and an expected average life of 2 years. Other
cash costs amounted to $284,791.
There is a 4-month hold period on the trading of securities issued in
connection with this offering.
Ocean Partners acquired 35,937,500 units for consideration of $2,875,000.
(iii) On December 31, 2025, the Company issued 7,812,500 common shares of the
Company to Ocean Partners to settle a balance payable of $625,000. Refer to
note 12. The fair value of the shares issued was $976,563, resulting in a loss
on settlement of debt of $351,563.
c) Warrant reserve
The following table shows the continuity of warrants for the years presented:
Number of Weighted
warrants
average
exercise
price
Balance, December 31, 2023 19,658,904 $ 0.54
Expired (820,000 ) 0.45
Balance, December 31, 2024 18,838,904 0.54
Issued (notes 17(b)(ii)) 199,284,375 0.12
Expired (8,674,631 ) 0.54
Balance, December 31, 2025 209,448,648 $ 0.14
The following table reflects the actual warrants issued and outstanding as of
December 31, 2025:
Number Grant date Exercise
Expiry date
of warrants
fair value
price
($)
($)
December 20, 2026 158,823 24,670 0.35
December 31, 2027 13,034,375 1,195,029 0.08
March 27, 2028 7,924,841 1,284,806 0.55
April 26, 2028 2,080,609 324,828 0.55
December 31, 2028 186,250,000 5,443,150 0.12
209,448,648 8,272,483 0.14
d) Stock options
The Company has a stock option plan (the "Plan"), the purpose of which is to
attract, retain and compensate qualified persons as directors, senior officers
and employees of, and consultants to the Company and its affiliates and
subsidiaries by providing such persons with the opportunity, through share
options, to acquire an increased proprietary interest in the Company. The
number of shares reserved for issuance under the Plan cannot be more than a
maximum of 10% of the issued and outstanding shares at the time of any grant
of options. The period for exercising an option shall not extend beyond a
period of five years following the date the option is granted.
Insiders of the Company are restricted on an individual basis from holding
options which when exercised would entitle them to receive more than 5% of the
total issued and outstanding shares at the time the option is granted. The
exercise price of options granted in accordance with the Plan must not be
lower than the closing price of the shares on the TSXV immediately preceding
the date on which the option is granted and in no circumstances may it be less
than the permissible discounting in accordance with the Corporate Finance
Policies of the TSXV.
The Company records a charge to the consolidated statements of loss using the
Black-Scholes option pricing model. The valuation is dependent on a number of
inputs and estimates, including the strike price, exercise price, risk-free
interest rate, the level of stock volatility, together with an estimate of the
level of forfeiture. The level of stock volatility is calculated with
reference to the historic traded daily closing share price at the date of
issue.
Option pricing models require the inputs including the expected price
volatility. Changes in the inputs can materially affect the fair value
estimate.
The following table shows the continuity of stock options for the years
presented:
Number of Weighted
options
average
exercise
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, December 31, 2024 and December 31, 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 year ended December 31, 2025, amounted
to $159,623 (year ended December 31, 2024 - $431,990). In addition, during the
year ended December 31, 2025, nil options granted in the current and prior
years were cancelled (year ended December 31, 2024 - 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 $589,000 using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield - 0%, expected volatility - 123.07%, risk-free interest rate -
3.81% and an expected average life of 5 years. The vested portion was expensed
in the consolidated statements of loss and credited to equity settled
share-based payments reserve.
The following table reflects the actual stock options issued and outstanding
as of December 31, 2025:
Weighted average Number of Number of Number of
Exercise
remaining
options
options
options
Expiry date
price ($)
contractual
outstanding
vested
unvested
life (years)
(exercisable)
May 19, 2026 0.86 0.38 3,560,000 3,560,000 -
June 21, 2026 0.73 0.47 425,000 425,000 -
August 27, 2026 0.86 0.65 20,000 20,000 -
May 3, 2027 0.60 1.34 1,560,000 1,560,000 -
April 29, 2029 0.23 3.33 3,125,000 2,083,333 1,041,667
0.58 1.62 8,690,000 7,648,333 1,041,667
18. Net Loss per Common Share
The calculation of basic and diluted loss per share for the year ended
December 31, 2025 was based on the loss attributable to common shareholders of
$8,493,279 (year ended December 31, 2024 - $1,488,684) and the weighted
average number of common shares outstanding of 119,549,163 (year ended
December 31, 2024 - 114,736,787) for basic and diluted loss per share. Diluted
loss did not include the effect of 209,448,648 warrants (year ended December
31, 2024 - 18,838,904) and 8,690,000 options (year ended December 31, 2024 -
8,690,000) for the year ended December 31, 2025, as they are anti-dilutive.
19. Revenues
Shipments of concentrate under the off-take arrangements commenced during the
second quarter of 2019. Concentrate sales provisional revenues during the year
ended December 31, 2025 totalled approximately US$566,000 ($787,929) (year
ended December 31, 2024 - US$853,591 (CAD$1,228,232). However, until the mine
reaches the commencement of commercial production, the net proceeds from
concentrate sales will be offset against Development assets. On September 23,
2025, the Company sold 80% interest in Flintridge and 80% in Omagh to Ocean
Partners as part of the Transaction (refer to note 10).
Deferred revenue
On September 3, 2025, RDL entered into an agreement granting a stream on a
portion of the copper production to 1555070 BC Ltd. ("BC Ltd"). In return for
an upfront purchase price of $550,000 ($200,000 received in September 2025;
$150,000 received in October 2025; $200,000 received in November 2025), BC Ltd
will be entitled to purchase 6% of the copper produced by the Indiana Project
until 2,000,000 pounds of copper have been delivered, after which the delivery
amount will drop to 3%. The purchase price is set at 20% of the spot copper
price at the time of delivery.
20. Taxation
(a) Provision for income taxes
The reported recovery of income taxes differs from amounts computed by
applying the statutory income tax rates to the reported loss before income
taxes due to the following:
Year Ended December 31, 2025 2024
Loss before income taxes $ (8,493,279 ) $ (1,488,684 )
Expected tax recovery at statutory rate of 26.5% (2024 - 26.5%) (2,250,719 ) (394,501 )
Difference resulting from:
Foreign tax rate differential (632,350 ) (105,240 )
Stock-based compensation 42,300 114,477
Share issue costs directly in equity (353,632 ) (165,481 )
Permanent differences and other (12,521 ) (2,494,137 )
Change in deferred income tax assets not recognized 3,206,922 3,044,882
$ - $ -
(b) Deferred tax balances
The temporary differences and unused tax losses that give rise to deferred
income tax balances are presented below:
As at December 31, 2025 2024
Deferred income tax assets (liabilities)
Losses carried forward $ 23,148,204 $ 20,490,890
Share issue costs and other 355,037 166,885
Non-current assets (2,700,559 ) (3,062,016 )
Deferred tax assets not recognized (20,802,682 ) (17,595,759 )
$ - $ -
(c) Losses carried forward
As at December 31, 2025, the Company had non-capital losses carried forward,
available to offset future taxable income for income tax purposes as follows:
Expires 2026 $ 1,064,484
2027 598,595
2029 373,962
2030 440,512
2031 993,770
2032 600,689
2033 1,100,268
2034 906,488
2035 884,526
2036 901,063
2037 772,787
2038 891,330
2039 1,027,232
2040 1,321,064
2041 1,409,070
2042 2,173,044
2043 2,147,833
2044 2,784,747
2045 3,396,361
Indefinite 67,257,449
$ 91,045,274
At December 31, 2025, the potential benefit of these losses and deductible
temporary differences in excess of the deferred tax liabilities have not been
recognized in these consolidated financial statements as it is not considered
probable that sufficient future tax profit will allow the deferred tax assets
to be recovered.
21. 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:
Year Ended
December 31,
2025 2024
Interest on related party loans (i) $ 1,249,327 $ 986,453
(i) Refer to note 21(a)(iv)(vii).
(ii) Refer to note 16.
(iii) Refer to note 17(b)(ii)(iii).
(iv) As at December 31, 2025, the Company owes Ocean Partners $205,590
(December 31, 2024 - $12,613,719) which is recorded as due to related parties
on the consolidated statement of financial position. The loan bears interest
at an annual rate of 12% compounded monthly.
December 31, December 31,
2025 2024
Balance, beginning of year $ 12,613,719$ 5,673,150
Converted to convertible debentures (note 16(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 (26,672 ) 480,541
Disposal of interest in subsidiaries (note 10) (14,638,808 ) -
Balance, end of year $ 205,590 $ 12,613,719
(v) In February 2024, a portion of the loan balance due to Ocean Partner was
converted to convertible debentures. Refer to note 16(i).
(vi) On December 31, 2025, the Company issued 7,812,500 common shares of the
Company to Ocean Partner to settle a balance payable of $625,000. Refer to
notes 12 and 17(b)(iii).
(a) The Company entered into the following transactions with related parties
(continued):
(vii) On February 13, 2023, the Company announced that it entered into a loan
agreement for $580,392 (GBP 347,000) with London-based family office Melquart,
an insider and control person of the Company (as defined by the TSXV). The
loan is to be used for the initial lease payment for the Gairloch Project in
Scotland (refer to note 12). The loan is payable 24 months from the date of
the loan agreement and will bear interest at an annual rate of 12% payable
upon repayment of the loan. The Company granted to Melquart a security
interest in the lease for the Gairloch Project.
During the year ended December 31, 2024, Melquart advanced an additional
$184,850 (GBP 100,000) to the Company with the same terms (December 31, 2024 -
$137,936 (GBP 76,965).
As at December 31, 2025, the amount of interest accrued is $298,703 (GBP
162,092) (December 31, 2024 - $159,079 (GBP 88,235).
During the year ended December 31, 2025, the Company recorded accretion
expense of $1,415 (year ended December 31, 2024 - $8,492) in the consolidated
statements of loss in regards with this loan facility.
During the year ended December 31, 2025, the Company recorded interest expense
of $137,155 (year ended December 31, 2024 - $88,567) in the consolidated
statements of loss in regards with this loan facility.
December 31, December 31,
2025 2024
Melquart Limited
Financing facilities, beginning of year $ 922,030 $ 638,432
Financing facility received 184,850 137,936
Accretion 1,415 8,492
Interest 137,155 88,567
Foreign exchange adjustment 18,815 48,603
Balance, end of year $ 1,264,265 $ 922,030
(b) Remuneration of officer and directors of the Company was as follows:
Year Ended
December 31,
2025 2024
Salaries and benefits (1) $ 764,100 $ 482,713
Stock-based compensation 109,820 286,097
$ 873,920 $ 768,810
((1) )Salaries and benefits include director fees. As at December 31, 2025,
due to directors for fees amounted to $nil (December 31, 2024 - $210,000) and
due to officers, mainly for salaries and benefits accrued amounted to $346,729
(December 31, 2024 - $139,886), and is included with due to related parties.
(c) As at December 31, 2025, the issued shares of Galantas total 458,863,772.
Melquart owns, directly and indirectly, 57,372,977 common shares of the
Company or approximately 12.5% of the outstanding common shares of the
Company.
Excluding the Melquart shareholdings discussed above, the remaining 88% 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.
(d) Additional disclosures required for Alternate Investment Market ("AIM")
reporting:
Pursuant to the AIM Rules for Companies (the "AIM Rules"), a related party is
any person who is; a director of an AIM company, a substantial shareholder
(any person who has a shareholding greater than 10%), their associates, or any
person who was a director of an AIM company or a substantial shareholder
within the twelve months preceding the date of the transaction.
1. As described in note 17(b)(ii), Ocean Partners i participated in the
private placement in December 2025.
2. Related party balances Loan accounts - owed to related parties
December 31,
2025 2024
Melquart (i) $ 1,264,265 $ 922,030
Ocean Partners (ii) 205,590 12,613,719
Total $ 1,469,855 $ 13,535,749
(i) Pursuant to the AIM Rules, Melquart is deemed to be a related party of
the Company by virtue of being a substantial shareholder in the Company.
(ii) Pursuant to IFRS, Ocean Partners are deemed to be a related of the
Company as they have a common director.
Year Ended
December 31,
Salaries and benefits 2025 2024
Mario Stifano, CEO $ 374,992 $ 189,583
Alan Buckley, CFO 249,108 153,130
Brent Omland, director 30,000 30,000
David Cather, director 30,000 30,000
James B. Clancy, director 30,000 30,000
Roisin Magee, Chairperson 50,000 50,000
$ 764,100 $ 482,713
(d) Additional disclosures required for Alternate Investment Market ("AIM")
reporting (continued):
The Company awarded incentive stock options on the Company's common shares to
directors and officers in accordance with the terms of the Company's incentive
Stock Option Plan as set out in the below table. The table also shows the fair
value of stock received during the year using the Black-Scholes option pricing
model.
Number of options Share-based compensation
Year Ended Year Ended
December 31, December 31,
Notes 2025 2024 2025 2024
Mario Stifano, CEO 17(d) - 1,000,000 $ - $ 138,857
Alan Buckley, CFO 17(d) - 250,000 - 34,714
Brendan Morris, COO 17(d) - 250,000 - 34,714
Brent Omland, director 17(d) - 125,000 - 15,544
David Cather, director 17(d) - 125,000 - 17,357
James B. Clancy, director 17(d) - 125,000 - 17,357
Roisin Magee, director 17(d) - 200,000 - 27,554
- 2,075,000 $ - $ 286,097
22. Segment Disclosure
The Company has determined that it has three reportable segments. The
Company's operations are substantially all related to its investment in
Cavanacaw and RDL and their subsidiaries, Omagh, Flintridge, Gairloch and RDL
SpA. Substantially all of the Company's revenues, costs and assets of the
business that support these operations are derived or located in Chile,
Northern Ireland, and Canada. Segmented information on a geographic basis is
as follows:
Chile United Kingdom Canada Total
As at December 31, 2025
Current assets $ 70,791 $ - $ 13,473,575 $ 13,544,366
Non-current assets 9,449,568 7,743,477 - 17,193,045
Total assets 9,520,359 7,743,477 13,473,575 30,737,411
Total liabilities 42,676 - 5,429,590 5,472,266
Year Ended December 31, 2025
Net loss $ - $ (5,955,558 ) $ (2,537,721 ) $ (8,493,279 )
United Kingdom Canada Total
December 31, 2024
Current assets $ 838,421 $ 265,228 $ 1,103,649
Non-current assets $ 33,115,564 $ 1,858,958 $ 34,974,522
Total assets $ 33,953,985 $ 2,124,186 $ 36,078,171
Total liabilities $ 16,103,791 $ 8,564,671 $ 24,668,462
Year Ended December 31, 2024
Net loss $ 967,466 $ (2,456,150 ) $ (1,488,684 )
23. 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 $560,746 (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
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 no longer included in the consolidated financial statements.
Refer to note 10.
24. Events After the Reporting Period
(i) On January 6, 2026, the Company entered into a share purchase agreement
(the "Agreement") to acquire a 100% ownership interest in the Andacollo Oro
Gold Project (the "Andacollo Project"), located in the Coquimbo Region of
central Chile (the "Andacollo Transaction"). The Andacollo Transaction
represents a significant strategic step for Galantas and is expected to
constitute a Fundamental Acquisition under the policies of the TSXV.
The Andacollo Transaction will be effected by way of the Agreement, pursuant
to which Galantas will acquire 100% of the shares of Sol de Oro Mining Ltd.
("Sol"), which in turn owns 100% of Compañía Minera OXI SpA ("OXI"). OXI has
purchased 100% of the shares of Compañía Minera e Inmobiliaria Dragones SpA
("Dragones"), the owner of the Andacollo Project, pursuant to certain share
purchase agreements dated January 6, 2026 with the former Dragones
shareholders (the "Dragones Agreements"). All former Dragones shareholders are
arm's length to OXI, Sol and Galantas. If the payments described below are not
completed to the former Dragones shareholders, such shares will be transferred
back to the former shareholders with any partial payments forfeited. Sol and
OXI were established as dedicated transaction vehicles to consolidate
ownership and facilitate the acquisition of the Andacollo Project.
Sol is owned 100% by Robert Sedgemore, who is an executive officer of Galantas
and is a Non-Arm's Length Party as defined in the TSXV policies in relation to
Galantas. The Transaction has received full Board approval and will be subject
to all required regulatory approvals.
Subject to TSXV approval, the total cash consideration payable under the
Agreement and the Dragones Agreements is US$32.0 million, structured as staged
payments over four years to align with development planning and capital
discipline.
The consideration is payable as follows:
· On closing of the Andacollo Transaction (the "Closing"): US$4.5
million, comprised of:
° the assumption of debts held by OXI and Sol, which is approximately US$3.0
million; and
° US$1.5 million payable to the Sol shareholder, Robert Sedgemore, as
consideration for 100% of the shares of Sol (the "Sol Payment").
· On December 31, 2026: US$3.5 million payable to the Dragones
shareholders.
· On December 31, 2027: US$4.0 million payable to the Dragones
shareholders.
· On December 31, 2028: US$6.0 million payable to the Dragones
shareholders.
· On December 31, 2029: US$14.0 million payable to the Dragones
shareholders.
In addition to the cash consideration, on Closing, Luis Catril, the
controlling shareholder of Dragones, will receive 91,313,890 common shares of
Galantas (representing 19.9% of the issued and outstanding common shares of
Galantas as of January 6, 2026), subject to TSXV approval and Galantas
shareholder approval, excluding Robert Sedgemore as a connected party to the
Andacollo Transaction.
The common shares to be issued to Mr. Catril will be issued at a deemed price
equal to the market price on the day prior to closing of the transaction of
the Company's shares in accordance with TSXV policies and are expected to be
subject to applicable resale restrictions and escrow requirements, if any, as
determined by the TSXV.
K2 Resources Inc. ("K2") and ExGen Resources Inc. ("ExGen") hold silver
streams on the Andacollo Project, each requiring delivery of 33.4% and 66.6%,
respectively, of each payable ounce of silver produced at the Property to K2
and ExGen until the payment of 333,334 ounces of silver to K2 and 666,667 of
silver to ExGen is complete, and after which 16.7% and 33.3%, respectively, of
each ounce of payable silver produced at the Andacollo Project will be
delivered to each of K2 and ExGen.
(ii) Since December 31, 2025 there has been 3 exercises of warrants totalling
42,237,0000 common shares at $0.12 per common share.
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