REG - Galantas Gold Corp - RESULTS FOR THE 3 AND 6 MONTHS ENDED JUNE 30, 2025
29/08/2025 07:00
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RNS Number : 0985X Galantas Gold Corporation 29 August 2025
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE QUARTER ENDED June 30, 2025
August 29, 2025: Galantas Gold Corporation (the 'Company') is pleased to
announce its unaudited financial results for the Quarter ended June 30, 2025.
Financial Highlights
Highlights of the second quarter 2025 results, which are expressed in Canadian
Dollars, are summarized below:
All figures denominated in Canadian Dollars (CDN$)
Quarter Ended
June 30
2025 2024
Revenue $ 0 $ 0
Cost and expenses of operations $ (14,471) $ (30,318)
Loss before the undernoted $ (14,471) $ (30,318)
Depreciation $ (93,803) $ (107,281)
General administrative expenses $ (1,274,016) $ (1,507,639)
Foreign exchange gain (loss) $ 656,841 $ (31,399)
Unrealized gain on derivative fair value adjustment $ 48,747 $ 85,018
Write-down of prepaid expenses $ (33,333) $ -
Net (Loss) for the quarter $ (710,035) $ (1,591,619)
Working Capital Deficit $ (18,510,440) $ (12,593,186)
Cash loss from operating activities before changes in non-cash working capital $ (151,930) $ (961,910)
Cash at June 30, 2025 $ 245,085 $ 395,514
Sales revenue for the quarter ended June 30, 2025 amounted to $ Nil compared
to revenue of $ Nil for the quarter ended June 30, 2024. Shipments of
concentrate commenced during the third quarter of 2019. Concentrate sales
provisional revenues totalled US$ Nil for the second quarter of 2025 compared
to US$ 124,000 for the second quarter of 2024. Until the mine commences
commercial production, the net proceeds from concentrate sales are being
offset against development assets.
The Net Loss for the quarter ended June 30, 2025 amounted to $ 710,035 (2024:
$ 1,591,619) and the cash outflow from operating activities before changes in
non-cash working capital for the quarter ended June 30, 2025 amounted to $
151,930 (2024: $ 961,910).
The Company had a cash balance of $ 245,085 at June 30, 2025 compared to $
395,514 at June 30, 2024. The working capital deficit at June 30, 2025
amounted to $ 18,510,440 compared to a working capital deficit of $
12,593,186 at June 30, 2024.
Safety is a high priority for the Company and we continue to invest in
safety-related training and infrastructure. The zero lost time accident rate
since the start of underground operations continues. Environmental monitoring
demonstrates a high level of regulatory compliance.
The detailed results and Management Discussion and Analysis (MD&A) are
available on www.sedar.com (http://www.sedar.com) and www.galantas.com
(http://www.galantas.com) and the highlights in this release should be read in
conjunction with the detailed results and MD&A. The MD&A provides an
analysis of comparisons with previous periods, trends affecting the business
and risk factors.
Click on, or paste the following link into your web browser, to view the
associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/0985X_1-2025-8-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0985X_1-2025-8-28.pdf)
Qualified Person
The financial components of this disclosure have been reviewed by Alan Buckley
(Chief Financial Officer) and the production and permitting components by
Brendan Morris (COO), qualified persons under the meaning of NI. 43-101. The
information is based upon local production and financial data prepared under
their supervision.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains
forward-looking statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities
laws, including revenues and cost estimates, for the Omagh Gold project.
Forward-looking statements are based on estimates and assumptions made by
Galantas in light of its experience and perception of historical trends,
current conditions and expected future developments, as well as other factors
that Galantas believes are appropriate in the circumstances. Many factors
could cause Galantas' actual results, the performance or achievements to
differ materially from those expressed or implied by the forward looking
statements or strategy, including: gold price volatility; discrepancies
between actual and estimated production, actual and estimated
metallurgical recoveries and throughputs; mining operational risk,
geological uncertainties; regulatory restrictions, including environmental
regulatory restrictions and liability; risks of sovereign involvement;
speculative nature of gold exploration; dilution; competition; loss of or
availability of key employees; additional funding requirements; uncertainties
regarding planning and other permitting issues; and defective title to mineral
claims or property. These factors and others that could affect Galantas's
forward-looking statements are discussed in greater detail in the section
entitled "Risk Factors" in Galantas' Management Discussion & Analysis of
the financial statements of Galantas and elsewhere in documents filed from
time to time with the Canadian provincial securities regulators and other
regulatory authorities. These factors should be considered carefully, and
persons reviewing this press release should not place undue reliance on
forward-looking statements. Galantas has no intention and undertakes no
obligation to update or revise any forward-looking statements in this press
release, except as required by law.
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
Enquiries
Galantas Gold Corporation
Mario Stifano - CEO
Email: info@galantas.com (mailto:info@galantas.com)
Website: www.galantas.com (http://www.galantas.com/)
Telephone: 001 416 453 8433
Grant Thornton UK LLP (Nomad)
Philip Secrett, Harrison Clarke, Elliot
Peters
Telephone: +44(0)20 7383 5100
SP Angel Corporate Finance LLP (AIM Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales and Broking)
Telephone: +44(0)20 3470 0470
GALANTAS GOLD CORPORATION
Condensed Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three and Six Months Ended June 30, 2025
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements
of Galantas Gold Corporation (the "Company") have been prepared by and are the
responsibility of management. The unaudited condensed interim consolidated
financial statements have not been reviewed by the Company's auditors.
Galantas Gold Corporation
Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
As at As at
June 30,
December 31,
2025
2024
ASSETS
Current assets
Cash and cash equivalents $ 245,085 $ 525,643
Accounts receivable and prepaid expenses (note 4) 367,262 364,362
Inventories (note 5) 248,510 213,644
Total current assets 860,857 1,103,649
Non-current assets
Property, plant and equipment (note 6) 30,575,592 28,946,456
Long-term deposit (note 8) 560,970 540,870
Exploration and evaluation assets (note 7) 5,789,202 5,487,196
Total non-current assets 36,925,764 34,974,522
Total assets $ 37,786,621 $ 36,078,171
EQUITY AND LIABILITIES
Current liabilities
Accounts payable and other liabilities (notes 9 and 16) $ 3,394,750 $ 3,437,002
Due to related parties (note 14) 15,976,547 13,885,635
Total current liabilities 19,371,297 17,322,637
Non-current liabilities
Decommissioning liability (note 8) 696,788 666,128
Convertible debenture (note 10) 7,080,905 6,556,155
Derivative liability (note 10) 440,085 123,542
Total non-current liabilities 8,217,778 7,345,825
Total liabilities 27,589,075 24,668,462
Equity
Share capital (note 11(a)(b)) 71,782,203 71,782,203
Reserves 20,871,488 20,148,500
Deficit (82,456,145 ) (80,520,994 )
Total equity 10,197,546 11,409,709
Total equity and liabilities $ 37,786,621 $ 36,078,171
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Incorporation and nature of operations (note 1)
Going concern (note 2)
Contingency (note 16)
Event after the reporting period (note 17)
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Loss
(Expressed in Canadian Dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30,
June 30,
2025 2024 2025 2024
Revenues
Sales of concentrate (note 13) $ - $ - $ - $ -
Cost and expenses of operations
Cost of sales 14,471 30,318 29,406 47,650
Depreciation (note 6) 93,803 107,281 183,595 213,507
108,274 137,599 213,001 261,157
Loss before general administrative and other expense (income) (108,274 ) (137,599 ) (213,001 ) (261,157 )
General administrative expenses
Management and administration wages (note 14) 161,903 150,050 291,685 260,982
Other operating expenses 31,506 38,115 62,522 73,025
Accounting and corporate 21,258 25,078 39,124 53,606
Legal and audit 64,934 70,516 93,618 103,465
Stock-based compensation (notes 11(d) and 14) 39,442 256,054 110,915 285,868
Shareholder communication and investor relations 194,729 77,997 253,950 201,533
Transfer agent 22,605 39,786 26,189 61,051
Director fees (note 14) 35,000 35,000 70,000 70,000
General office 4,566 10,775 12,340 33,735
Accretion expenses (notes 8, 10 and 14) 194,719 338,045 397,870 631,320
Loan interest and bank charges less deposit interest (notes 10 and 14) 503,354 466,223 1,003,291 906,089
1,274,016 1,507,639 2,361,504 2,680,674
Other expense (income)
Foreign exchange loss (656,841 ) 31,399 (900,341 ) (87,728 )
Unrealized (loss) gain on derivative fair value adjustment (note 10) (48,747 ) (85,018 ) 316,543 (608,868 )
Write-down (write-up) of prepaid expenses (note 4) 33,333 - (55,556 ) -
(672,255 ) (53,619 ) (639,354 ) (696,596 )
Net loss for the period $ (710,035 ) $ (1,591,619 ) $ (1,935,151)$ (2,245,235 )
Basic and diluted net loss per share (note 12) $ (0.01 ) $ (0.01 ) $ (0.02) $ (0.02 )
Weighted average number of common shares outstanding - basic and diluted (note 114,770,587 114,673,471 114,770,587 114,702,474
12)
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30,
June 30,
2025 2024 2025 2024
Net loss for the period $ (710,035 ) $ (1,591,619 ) $ (1,935,151 ) $ (2,245,235 )
Other comprehensive income
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations 195,423 194,751 612,073 272,085
Total comprehensive loss $ (514,612 ) $ (1,396,868 ) $ (1,323,078)$ (1,973,150 )
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
Six Months Ended
June 30,
2025 2024
Operating activities
Net loss for the period $ (1,935,151)$ (2,245,235 )
Adjustment for:
Depreciation (note 6) 183,595 213,507
Stock-based compensation (note 11(d)) 110,915 285,868
Accrued interest (notes 10 and 14) 1,382,834 885,547
Foreign exchange gain (608,536 ) (124,049 )
Accretion expenses (notes 8, 10 and 14) 397,870 631,320
Unrealized loss (gain) on derivative fair value adjustment (note 10) 316,543 (608,868 )
Non-cash working capital items:
Accounts receivable and prepaid expenses 2,374 177,552
Inventories (34,866 ) (124,931 )
Accounts payable and other liabilities (138,255 ) (484,066 )
Net cash and cash equivalents used in operating activities (322,677 ) (1,393,355 )
Investing activities
Net purchase of property, plant and equipment (748,512 ) (868,853 )
Exploration and evaluation assets (162,169 ) (307,718 )
Net cash and cash equivalents used in investing activities (910,681 ) (1,176,571 )
Financing activities
Advances from related parties 944,108 363,097
Net cash and cash equivalents provided by financing activities 944,108 363,097
Net change in cash and cash equivalents (289,250 ) (2,206,829 )
Effect of exchange rate changes on cash held in foreign currencies 8,692 9,078
Cash and cash equivalents, beginning of period 525,643 2,593,265
Cash and cash equivalents, end of period $ 245,085 $ 395,514
Cash $ 245,085 $ 395,514
Cash equivalents - -
Cash and cash equivalents $ 245,085 $ 395,514
The notes to the unaudited condensed interim consolidated
financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
Reserves
Share Warrants Equity settled Foreign Deficit Total
capital
reserve
share-based
currency
payments
translation
reserve
reserve
Balance, December 31, 2023 $ 71,809,999 $ 3,546,313 $ 14,345,538 $ 687,616 $ (79,032,310 ) $ 11,357,156
Shares cancelled (110,200 - - - - (110,200 )
Convertible debenture converted (note 10) 82,404 - - - - 82,404
Stock-based compensation (note 11(d)) - - 285,868 - - 285,868
Exchange differences on translating foreign operations - - - 272,085 - 272,085
Net loss for the period - - - - (2,245,235 ) (2,245,235 )
Balance, June 30, 2024 $ 71,782,203 $ 3,546,313 $ 14,631,406 $ 959,701 $ (81,277,545 ) $ 9,642,078
Balance, December 31, 2024 $ 71,782,203 $ 3,401,849 $ 14,921,992 $ 1,824,659 $ (80,520,994 ) $ 11,409,709
Stock-based compensation (note 11(d)) - - 110,915 - - 110,915
Warrants expired - (1,767,545 ) 1,767,545 - - -
Exchange differences on translating foreign operations - - 612,073 - 612,073
Net loss for the period - - - - (1,935,151 ) (1,935,151 )
Balance, June 30, 2025 $ 71,782,203 $ 1,634,304 $ 16,800,452 $ 2,436,732 $ (82,456,145) $ 10,197,546
The notes to the unaudited condensed interim consolidated financial statements
are an integral part of these statements.
Galantas Gold Corporation
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
1. Incorporation and Nature of Operations
Galantas Gold Corporation (the "Company") was formed on September 20, 1996
under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario
Inc. and Consolidated Deer Creek Resources Limited. The name was changed to
European Gold Resources Inc. by articles of amendment dated July 25, 1997. On
May 5, 2004, the Company changed its name from European Gold Resources Inc. to
Galantas Gold Corporation. The Company was incorporated to explore for and
develop mineral resource properties, principally in Europe. In 1997, it
purchased all of the shares of Omagh Minerals Limited ("Omagh") which owns a
mineral property in Northern Ireland, including a delineated gold deposit.
Omagh obtained full planning and environmental consents necessary to bring its
property into production.
The Company entered into an agreement on April 17, 2000, approved by
shareholders on June 26, 2000, whereby Cavanacaw Corporation ("Cavanacaw"), a
private Ontario corporation, acquired Omagh. Cavanacaw has established an open
pit mine to extract the Company's gold deposit near Omagh, Northern Ireland.
Cavanacaw also has developed a premium jewellery business founded on the gold
produced under the name Galántas Irish Gold Limited ("Galántas"). As at July
1, 2007, the Company's Omagh mine began production and in 2013 production was
suspended. On April 1, 2014, Galántas amalgamated its jewelry business with
Omagh.
On April 8, 2014, Cavanacaw acquired Flintridge Resources Limited
("Flintridge"). Following a strategic review of its business by the Company
during 2014 certain assets owned by Omagh were acquired by Flintridge.
On November 16, 2023, Gairloch Resources Limited ("Gairloch") was
incorporated.
The Company's operations include the consolidated results of Gairloch,
Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.
The Company's common shares are listed on the TSX Venture Exchange ("TSXV")
and London Stock Exchange AIM under the symbol GAL. On September 1, 2021, the
Company's common shares started trading under the symbol GALKF on the OTCQX in
the United States. The primary office is located at The Canadian Venture
Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
2. Going Concern
These unaudited condensed interim consolidated financial statements have been
prepared on a going concern basis which contemplates that the Company will be
able to realize assets and discharge liabilities in the normal course of
business. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future,
which is at least, but is not limited to, twelve months from the end of the
reporting period. Management is aware, in making its assessment, of
uncertainties related to events or conditions that may cast doubt on the
Company's ability to continue as a going concern. The Company's future
viability depends on the consolidated results of the Company's wholly-owned
subsidiaries Gairloch which incorporated on November 16, 2023 and Cavanacaw.
Cavanacaw has 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.
The going concern assumption is dependent on forecast cash flows being met,
further financing negotiations being completed successfully. Management'
assumptions in relation to future financing, levels of production, gold prices
and mine operating costs are crucial to forecast cash flows being achieved.
Should production be significantly delayed, revenues fall short of
expectations or operating costs and capital costs increase significantly,
there may be insufficient cash flows to sustain day to day operations without
seeking further financing.
Based on the financial projections which have been prepared for a five-year
period and using assumptions which management believes to be prudent,
alongside ongoing negotiations with both current and prospective investors and
creditors, management believes it is appropriate to prepare the unaudited
condensed interim consolidated financial statements on the going concern
basis.
Should the Company be unsuccessful in securing the above, there would be
significant uncertainty over the Company's ability to continue as a going
concern. The unaudited condensed interim consolidated financial statements do
not include any adjustments that would result if forecast cash flows were not
achieved, if the existing creditors withdrew their support or if further
financing could not be raised from current or potential investors.
During the year ended December 31, 2024, the Company raised gross proceeds of
$1.1M through loans from related parties.
As at June 30, 2025, the Company had a deficit of $82,456,145 (December 31,
2024 - $80,520,994). Comprehensive loss for the six months ended June 30, 2025
was $1,323,078 (six months ended June 30, 2024 - $1,973,150). These conditions
raise material uncertainties which may cast significant doubt as to whether
the Company will be able to continue as a going concern. However, management
believes that it will continue as a going concern. However, this is subject to
a number of uncertainties detailed above. These unaudited condensed interim
consolidated financial statements do not reflect adjustments to the carrying
values of assets and liabilities, the reported expenses and financial position
classifications used that would be necessary if the going concern assumption
was not appropriate. These adjustments could be material.
3. Basis of Preparation
Statement of compliance
The Company applies International Financial Reporting Standards ("IFRS") as
issued by the International Accounting Standards Board and interpretations
issued by the International Financial Reporting Interpretations Committee
("IFRIC"). These unaudited condensed interim consolidated financial statements
have been prepared in accordance with International Accounting Standard 34 -
Interim Financial Reporting. Accordingly, they do not include all of the
information required for full annual financial statements.
The policies applied in these unaudited condensed interim consolidated
financial statements are based on IFRS issued and outstanding as of August 28,
2025 the date the Board of Directors approved the statements. The same
accounting policies and methods of computation are followed in these unaudited
condensed interim consolidated financial statements as compared with the most
recent annual consolidated financial statements as at and for the year ended
December 31, 2024. Any subsequent changes to IFRS that are given effect in the
Company's annual consolidated financial statements for the year ending
December 31, 2025 could result in restatement of these unaudited condensed
interim consolidated financial statements.
4. Accounts Receivable and Prepaid Expenses
As at As at
June 30,
December 31,
2025
2025
Sales tax receivable - Canada $ 20,624 $ 13,225
Valued added tax receivable - Northern Ireland 58,775 61,414
Accounts receivable 57,662 69,806
Prepaid expenses 230,201 219,917
$ 367,262 $ 364,362
Prepaid expenses includes advances for consumables and for construction of the
passing bays in the Omagh mine. Prepaid expenses includes also $166,667
(December 31, 2024 - $111,111) pursuant to services agreement for the
underground development at the Omagh Gold Project. During the three and six
months ended June 30, 2025, prepaid expenses were (written-down) written-up by
$(33,333) and $55,556, respectively (three and six months ended June 30, 2024
- $nil) to reflect anticipated value of associated services to be received in
future.
The following is an aged analysis of receivables:
As at As at
June 30,
December 31,
2025
2024
Less than 3 months $ 79,399 $ 101,263
3 to 12 months 29,632 20,173
More than 12 months 28,030 23,009
Total accounts receivable $ 137,061 $ 144,445
5. Inventories
As at As at
June 30,
December 31,
2025
2024
Concentrate inventories $ 248,510 $ 213,644
6. Property, Plant and Equipment
Freehold Plant Motor Office
land and and Development Assets under
Cost buildings machinery vehicles equipment assets construction Total
Balance, December 31, 2023 $ 2,323,111 $ 8,995,926 $ 227,835 $ 222,845 $ 20,640,066 $ 26,939 $ 32,436,722
Additions - - - - 2,555,601 - 2,555,601
Transfer - 28,928 - - - (28,928 ) -
Cash receipts from concentrate sales - - - - (1,228,232 ) - (1,228,232 )
Reversal of impairment - - - - 3,250,867 - 3,250,867
Foreign exchange adjustment 164,468 634,400 16,130 15,776 1,548,305 1,989 2,381,068
Balance, December 31, 2024 2,487,579 9,659,254 243,965 238,621 26,766,607 - 39,396,026
Additions - - - - 748,512 - 748,512
Foreign exchange adjustment 92,444 357,704 9,066 8,868 985,355 - 1,453,437
Balance, June 30, 2025 $ 2,580,023 $ 10,016,958 $ 253,031 $ 247,489 $ 28,500,474 $ - $ 41,597,975
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 1,394 172,249 5,534 4,418 - - 183,595
Foreign exchange adjustment 77,319 297,291 7,824 6,784 - - 389,218
Balance, June 30, 2025 $ 2,158,819 $ 8,449,028 $ 222,146 $ 192,390 $ - $ - $ 11,022,383
Carrying value
Balance, December 31, 2024 $ 407,473 $ 1,679,766 $ 35,177 $ 57,433 $ 26,766,607 $ - $ 28,946,456
Balance, June 30, 2025 $ 421,204 $ 1,567,930 $ 30,885 $ 55,099 $ 28,500,474 $ - $ 30,575,592
7. Exploration and Evaluation Assets
Acquisition Exploration
Cost costs costs Total
Balance, December 31, 2023 $ 1,140,115 $ 3,636,294 $ 4,776,409
Additions - 481,338 481,338
Foreign exchange adjustment - 229,449 229,449
Balance, December 31, 2024 1,140,115 4,347,081 5,487,196
Additions - 162,169 162,169
Foreign exchange adjustment - 139,837 139,837
Balance, June 30, 2025 $ 1,140,115 $ 4,649,087 $ 5,789,202
Carrying value
Balance, December 31, 2024 $ 1,140,115 $ 4,347,081 $ 5,487,196
Balance, June 30, 2025 $ 1,140,115 $ 4,649,087 $ 5,789,202
8. 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 June 30, 2025 based on a risk-free discount rate of 1% (December
31, 2024 - 1%) and an inflation rate of 1.50% (December 31, 2024 - 1.50%). The
expected undiscounted future obligations allowing for inflation are GBP
330,000 and based on management's best estimate the decommissioning is
expected to occur over the next 5 to 10 years. On June 30, 2025, the estimated
fair value of the liability is $696,788 (December 31, 2024 - $666,128).
Changes in the provision during the six months ended June 30, 2025 are as
follows:
As at As at
June 30, December 31,
2025 2024
Decommissioning liability, beginning of period $ 666,128 $ 611,452
Accretion 5,774 11,056
Foreign exchange 24,886 43,620
Decommissioning liability, end of period $ 696,788 $ 666,128
As required by the Crown in Northern Ireland, the Company is required to
provide a bond for reclamation related to the Omagh mine in the amount of GBP
300,000 (December 31, 2024 - GBP 300,000), of which GBP 300,000 was funded as
of June 30, 2025 (GBP 300,000 was funded as of December 31, 2024) and reported
as long-term deposit of $560,970 (December 31, 2024 - $540,870).
9. 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
June 30, December 31,
2025 2024
Accounts payable $ 2,068,352 $ 2,015,836
Accrued liabilities 1,326,398 1,421,166
Total accounts payable and other liabilities $ 3,394,750 $ 3,437,002
The following is an aged analysis of the accounts payable and other
liabilities:
As at As at
June 30, December 31,
2025 2024
Less than 3 months $ 483,090 $ 496,691
3 to 12 months 566,111 555,504
12 to 24 months 948,237 1,304,549
More than 24 months (see also note 16) 1,397,312 1,080,258
Total accounts payable and other liabilities $ 3,394,750 $ 3,437,002
10. Convertible Debentures
(i) On December 20, 2023, the Company closed a $3,502,054 (US$ 2,627,000)
convertible debenture. The convertible debenture is unsecured, is for a term
of three year commencing on the date that it is issued, carries a coupon of
10% per annum and is convertible into common shares of the Company. Each
debenture consists of US$1,000 principal amount of unsecured convertible
debentures. The convertible debentures have a term of 36 months from the date
of issuance with a conversion price of US$0.255 being the equivalent of a
conversion price of $0.35 per conversion share. A four month hold period will
apply to common shares converted through the convertible debenture. The hold
period expired on April 21, 2024.
In accordance with the terms of the convertible debentures, if, at any time
following the issuance of the convertible debentures, the closing price of the
common shares of the Company on the TSXV equals or exceeds $0.70 per common
share for 10 consecutive trading days or more, the Company may elect to
convert all but not less than all of the outstanding principal amount of the
convertible debentures into conversion shares at the conversion price, upon
giving the holders of the convertible debentures not less than 30 calendar
days advance written notice. On December 20, 2026, any outstanding principal
amount of convertible debentures plus any accrued and unpaid interest thereon
shall be repaid by the Company in cash.
Interest on the principal amount outstanding under each convertible debenture
shall accrue during the period commencing on December 20, 2023 until December
20, 2026 and shall be payable in cash on an annual basis on December 31st of
each year (each, an "Interest Payment Date"); provided, however, that the
first interest payment date shall be December 31, 2024. Each convertible
debenture shall bear interest at a minimum interest rate of 10% per annum (the
"Base Interest Rate"). During each interest period (an "Interest Period"),
being the period commencing on December 20, 2023 to but excluding the first
Interest Payment Date and thereafter the period from and including an Interest
Payment Date to but excluding the next Interest Payment Date or other
applicable payment date, the Base Interest Rate will be adjusted based on a
gold price of US$2,000 per ounce, with the Base Interest Rate being increased
by 1% per annum for each US$100 in which the average gold price for such
Interest Period exceeds US$2,000 per ounce, up to a maximum interest rate of
30% per annum; provided, however, that, without the prior acceptance of the
TSXV, the average interest rate shall not exceed 24% per annum during the term
of the convertible debentures. Any adjustment to the Base Interest Rate in
respect of an Interest Period shall be calculated based on the average gold
price quoted by the London Bullion Market Association, being the LBMA Gold
Price PM, in respect of the Interest Period ending on December 31, 2024, from
December 20, 2023 to and including December 15, 2024, and for each subsequent
Interest Period, from January 1st to and including December 15th of that year
or 15 days prior to the applicable payment date.
Melquart Limited ("Melquart"), an insider and control person of the Company
(as defined by the TSXV), subscribed for US$875,000. Ocean Partners, which has
a common director with the Company, acquired US$875,000 aggregate principal
amount of convertible debentures.
The Company paid a cash finder's fee of US$40,500 (CAD$53,990) and issued
158,823 non-transferable finder's warrants to Canaccord Genuity Corp. in
consideration for providing certain finder services to the Company under the
offering. Each finder warrant is exercisable to acquire one common share in
the capital of the Company at an exercise price of $0.35 per common share at
any time on or before December 20, 2026. The fair value of the 158,823 finder
warrants was estimated at $24,670 using the Black-Scholes option pricing model
with the following assumptions: expected dividend yield - 0%, expected
volatility - 107.02%, risk-free interest rate - 3.71% and an expected average
life of 3 years.
The debentures consist of the liability component and conversion feature. Due
to the convertible debenture being denominated in US$, the conversion feature
has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was
estimated to be $748,337 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
95.0%, risk-free interest rate - 3.94% and an expected average life of 3
years.
On issuance the fair value of the liability component was recorded at
$2,918,833, discounted at an effective interest rate of 37%.
The Company incurred transaction costs of $153,481 which was allocated
pro-rata on the value of the conversion feature and the liability component.
As at December 31, 2024, the fair value of the derivative liability was
revalued at $60,086 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
100%, risk-free interest rate - 2.92% and an expected average life of 1.97
years.
During the year ended December 31, 2024, the Company recorded accretion
expense of $389,379 and interest expense of $454,248 as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss. During the year ended December 31, 2024, $151,301 of the
interest expense was related to the convertible debenture subscribed by
Melquart. During the year ended December 31, 2024, $151,301 of the interest
expense was related to the convertible debenture subscribed by Ocean Partners.
During the year ended December 31, 2024, $82,404 (US$60,000) of convertible
debenture was converted into 235,294 common shares of the Company.
During the year ended December 31, 2024, the Company paid interest of $157,422
(US$109,411).
As at June 30, 2025, the fair value of the derivative liability was revalued
at $214,039 using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield - 0%, expected volatility - 130%,
risk-free interest rate - 2.60% and an expected average life of 1.47 years.
During the three and six months ended June 30, 2025, the Company recorded
accretion expense of $129,254 and $263,280, respectively and interest expense
of $115,472 and $235,207, respectively as loan interest and bank charges less
deposit interest in the unaudited condensed interim consolidated statement of
loss. During the three and six months ended June 30, 2025, $38,462 and
$78,343, respectively of the interest expense was related to the convertible
debenture subscribed by Melquart. During the three and six months ended June
30, 2025, $38,462 and $78,343, respectively of the interest expense was
related to the convertible debenture subscribed by Ocean Partners.
(ii) On February 5, 2024, the Company announced that it closed a debt
settlement transaction, pursuant to which the Company settled US$2,711,000 of
indebtedness owing to Ocean Partners through the issuance of US$2,711,000
aggregate principal amount of unsecured convertible debentures of the Company.
The convertible debenture issued in connection with the debt settlement were
issued on substantially the same terms as the unsecured convertible debentures
closed on December 20, 2023.
The debentures consist of the liability component and conversion feature. Due
to the convertible debenture being denominated in US$, the conversion feature
has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was
estimated to be $748,337 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
95.0%, risk-free interest rate - 4.28% and an expected average life of 2.87
years.
The fair value of the liability component was recorded at $2,918,833,
discounted at an effective interest rate of 20%.
As at December 31, 2024, the fair value of the derivative liability was
revalued at $63,456 using the Black-Scholes option pricing model with the
following assumptions: expected dividend yield - 0%, expected volatility -
100%, risk-free interest rate - 2.92% and an expected average life of 1.97
years.
During the year ended December 31, 2024, the Company recorded accretion
expense of $203,009 and interest expense of $482,978 as loan interest and bank
charges less deposit interest in the unaudited condensed interim consolidated
statement of loss.
As at June 30, 2025, the fair value of the derivative liability was revalued
at $226,046 using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield - 0%, expected volatility - 130%,
risk-free interest rate - 2.60% and an expected average life of 1.47 years.
During the three and six months ended June 30, 2025, the Company recorded
accretion expense of $62,546 and $127,401, respectively and interest expense
of $131,330 and $267,509, respectively as loan interest and bank charges less
deposit interest in the unaudited condensed interim consolidated statement of
loss.
Convertible Derivative
debenture liability
Balance, December 31, 2023 $ 1,923,509 $ 1,245,627
Principal amount (ii) 3,667,170 -
Derivative liability component (ii) (748,337 ) 748,337
Convertible debenture converted (i) (82,404 ) -
Interest payment (i) (157,422 ) -
Interest expense (i)(ii) 937,226 -
Accretion expense (i)(ii) 592,388 -
Change in fair value (i)(ii) - (1,870,422 )
Foreign exchange adjustment 424,025 -
Balance, December 31, 2024 6,556,155 123,542
Interest expense (i)(ii) 502,716 -
Accretion expense (i)(ii) 390,681 -
Change in fair value (i)(ii) - 316,543
Foreign exchange adjustment (368,647 ) -
Balance, June 30, 2025 $ 7,080,905 $ 440,085
11. Share Capital and Reserves
a) Authorized share capital
At June 30, 2025, the authorized share capital consisted of an unlimited
number of common and preference shares issuable in Series.
The common shares do not have a par value. All issued shares are fully paid.
No preference shares have been issued. The preference shares do not have a par
value.
b) Common shares issued
At June 30, 2025, the issued share capital amounted to $71,782,203. The
continuity of issued share capital for the periods presented is as follows:
Number of Amount
common
shares
Balance, December 31, 2023 114,841,403 $ 71,809,999
Shares cancelled (306,110 ) (110,200 )
Convertible debenture converted (note 10) 235,294 82,404
Balance, June 30, 2024 114,770,587 $ 71,782,203
Number of Amount
common
shares
Balance, December 31, 2024 and June 30, 2025 114,770,587 $ 71,782,203
c) Warrant reserve
The following table shows the continuity of warrants for the periods
presented:
Weighted
average
Number of exercise
warrants price
Balance, December 31, 2023 and June 30, 2024 19,658,904 $ 0.54
Balance, December 31, 2024 18,838,904 $ 0.54
Expired (8,674,631 ) 0.54
Balance, June 30, 2025 10,164,273 $ 0.55
The following table reflects the actual warrants issued and outstanding as of
June 30, 2025:
Expiry date Number Grant date Exercise
of warrants
fair value
price
($)
($)
December 20, 2026 158,823 24,670 0.35
March 27, 2028 7,924,841 1,284,806 0.55
April 26, 2028 2,080,609 324,828 0.55
10,164,273 1,634,304 0.55
d) Stock options
The following table shows the continuity of stock options for the periods
presented:
Weighted
average
Number of exercise
options price
Balance, December 31, 2023 5,862,500 $ 0.78
Granted (ii) 3,175,000 0.23
Expired (185,000 ) 0.90
Cancelled (i) (162,500 ) 0.61
Balance, June 30, 2024 8,690,000 $ 0.58
Balance, December 31, 2024 and June 30, 2025 8,690,000 $ 0.58
(i) The portion of the estimated fair value of options granted in the current
and prior periods and vested during the three and six months ended June 30,
2025, amounted to $39,442 and $110,915, respectively (three and six months
ended June 30, 2024 - $256,054 and $285,868, respectively). In addition,
during the three and six months ended June 30, 2025, nil options granted in
the current and prior years were cancelled (three and six months ended June
30, 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 $589,000 using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield - 0%, expected volatility - 123.07%, risk-free interest rate -
3.81% and an expected average life of 5 years. The vested portion was expensed
in the unaudited condensed interim consolidated statements of loss and
credited to equity settled share-based payments reserve.
The following table reflects the actual stock options issued and outstanding
as of June 30, 2025:
Weighted average Number of Number of Number of
remaining options
Exercise contractual options vested options
Expiry date price ($) life (years) outstanding (exercisable) unvested
May 19, 2026 0.86 0.88 3,560,000 3,560,000 -
June 21, 2026 0.73 0.98 425,000 425,000 -
August 27, 2026 0.86 1.16 20,000 20,000 -
May 3, 2027 0.60 1.84 1,560,000 1,560,000 -
April 29, 2029 0.23 3.83 3,125,000 2,083,333 1,041,667
0.58 2.12 8,690,000 7,648,333 1,041,667
12. Net Loss per Common Share
The calculation of basic and diluted loss per share for the three and six
months ended June 30, 2025 was based on the loss attributable to common
shareholders of $710,035 and $1,935,151, respectively (three and six months
ended June 30, 2024 - $1,591,619 and $2,245,235, respectively) and the
weighted average number of common shares outstanding of 114,770,587 and
114,770,587, respectively (three and six months ended June 30, 2024 -
114,673,471 and 114,702,474, respectively) for basic and diluted loss per
share. Diluted loss did not include the effect of 10,164,273 warrants (three
and six months ended June 30, 2024 - 19,658,904) and 8,690,000 options (three
and six months ended June 30, 2024 - 8,690,000) for the three and six months
ended June 30, 2025, as they are anti-dilutive.
13. Revenues
Shipments of concentrate under the off-take arrangements commenced during the
second quarter of 2019. Concentrate sales provisional revenues during the
three and six months ended June 30, 2025 totalled approximately $nil (three
and six months ended June 30, 2024 - US$124,000 (CAD$169,719) and US$331,000
(CAD$453,040). However, until the mine reaches the commencement of commercial
production, the net proceeds from concentrate sales will be offset against
Development assets.
14. Related Party Disclosures
Related parties pursuant to IFRS include the Board of Directors, close family
members, other key management individuals and enterprises that are controlled
by these individuals as well as certain persons performing similar functions.
Related party transactions conducted in the normal course of operations are
measured at the exchange amount and approved by the Board of Directors in
strict adherence to conflict of interest laws and regulations.
(a) The Company entered into the following transactions with related parties:
Three Months Ended Six Months Ended
June 30, June 30,
2025 2024 2025 2024
Interest on related party loans (i) $ 460,901 $ 153,799 $ 880,118 $ 297,106
(i) Refer to note 14(a)(iii)(iv).
(ii) Refer to note 10.
(iii) As at June 30, 2025, the Company owes Ocean Partners $14,347,814
(December 31, 2024 - $12,613,719) which is recorded as due to related parties
on the unaudited condensed interim consolidated statement of financial
position. The loan bears interest at an annual rate of 12% compounded monthly.
June 30, December 31,
2025 2024
Balance, beginning of period $ 12,613,719 $ 5,673,150
Converted to convertible debentures (note 10) - (2,457,358 )
Loans transferred to Ocean Partners - 7,096,775
Advance 944,108 931,474
Repayment - (8,749 )
Interest 816,560 897,886
Foreign exchange adjustment (26,573 ) 480,541
Balance, end of period $ 14,347,814 $ 12,613,719
(iv)
June 30, December 31,
2025 2024
Melquart Limited
Financing facilities, beginning of period $ 922,030 $ 638,432
Financing facility received 184,850 137,936
Accretion 1,415 8,492
Interest 63,558 88,567
Foreign exchange adjustment 36,656 48,603
Balance, end of period $ 1,208,509 $ 922,030
(b) Remuneration of officer and directors of the Company was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2025 2024 2025 2024
Salaries and benefits ((1)) $ 90,624 $ 128,193 $ 211,115 $ 220,314
Stock-based compensation 27,136 174,127 76,309 195,696
$ 117,760 $ 302,320 $ 287,424 $ 416,010
((1)) Salaries and benefits include director fees. As at June 30, 2025, due
to directors for fees amounted to $280,000 (December 31, 2024 - $210,000) and
due to officers, mainly for salaries and benefits accrued amounted to $140,224
(December 31, 2024 - $139,886), and is included with due to related parties.
(c) As at June 30, 2025, the issued shares of Galantas total 114,770,587.
Ross Beaty owns 3,744,747 common shares of the Company or approximately 3.3%
of the outstanding common shares. Premier Miton owns 4,848,243 common shares
of the Company or approximately 4.2%. Melquart owns, directly and indirectly,
28,140,195 common shares of the Company or approximately 24.5% of the
outstanding common shares of the Company. G&F Phelps owns 5,353,818 common
shares of the Company or approximately 4.7%. Eric Sprott owns 10,166,667
common shares of the Company or approximately 8.9%. Mike Gentile owns
6,217,222 common shares of the Company or approximately 5.4%. Ocean Partners
owns 5,269,477 common shares of the Company and approximately 4.6%.
Excluding the Melquart Ltd, Premier Miton, Mr. Beaty, Mr. Phelps, Mr. Sprott
and Mr. Gentile shareholdings discussed above, the remaining 49% 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.
15. Segment Disclosure
The Company has determined that it has one reportable segment. The Company's
operations are substantially all related to its investment in Cavanacaw and
its subsidiaries, Omagh and Flintridge. Substantially all of the Company's
revenues, costs and assets of the business that support these operations are
derived or located in Northern Ireland. Segmented information on a geographic
basis is as follows:
June 30, 2025 United Kingdom Canada Total
Current assets $ 606,302 $ 254,555 $ 860,857
Non-current assets $ 35,016,100 $ 1,909,664 $ 36,925,764
Revenues $ - $ - $ -
December 31, 2024 United Kingdom Canada Total
Current assets $ 838,421 $ 265,228 $ 1,103,649
Non-current assets $ 33,115,564 $ 1,858,958 $ 34,974,522
Revenues $ - $ - $ -
16. 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 $568,992 (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. A provision has now been included in the unaudited condensed
interim consolidated financial statements in respect of the aggregates levy
plus interest and penalty.
There is a contingent liability in respect of potential additional interest
which may be applied in respect of the aggregates levy dispute. Omagh is
unable to make a reliable estimate of the amount of the potential additional
interest that may be applied by HMRC.
17. Event After the Reporting Period
On June 6, 2025, the Company entered into a Binding Term Sheet with Ocean
Partners to joint venture the Omagh Project. Ocean Partners will exchange
approximately US$14 million (GBP 10.3 million) in existing loans for an 80%
interest in Flintridge and 80% interest in Omagh, subsidiaries of Galantas
which together own the Omagh Project (the "Proposed Transaction"). The
remaining 20% interest in Flintridge and 20% interest in Omagh will be
retained by Galantas. Following the Proposed Transaction, Ocean Partners will
have the option to convert the approximately US$1 million (GBP 738,784) of
remaining debt into a 0.001% interest in Flintridge at any time after mining
has restarted on the Omagh Project.
Ocean Partners will invest an initial US$3 million (GBP 2.2 million) in the
Omagh Project for exploration, a restart plan and general and administrative
costs for a period of up to one year (the "Initial Term"). After the Initial
Term, Ocean Partners will have the option to invest an additional US$5 million
(GBP 3.7 million) for exploration and commissioning a development program for
a period of up to one year (the "Second Term"). Galantas will be free carried
on the initial US$3 million (GBP 2.2 million) investment and will have the
option to invest its pro-rata share on future investments, including the
Second Term.
Upon closing of the Proposed Transaction, Ocean Partners and Galantas will
sign a shareholders agreement (the "Joint Venture") focused on exploration and
restart plans with Ocean Partners as project operator. The board of directors
of Flintridge shall be comprised of four representatives of Ocean Partners and
one representative of the Company for so long as the Company owns at least a
10% interest in Flintridge. There will be no change to the board of directors
of the Company following the Proposed Transaction. Flintridge will have a
fixed valuation of US$15 million (GBP 11.1 million) for future cash calls.
During the Initial Term, Galantas shall have the option (the "Galantas
Option") to convert its 20% ownership interest in Flintridge into a 3.00% net
smelter return royalty (the "3% NSR"). 50% of the 3% NSR shall be subject to a
buy-back provision for US$8 million (GBP £5.9 million) by Flintridge. In the
event that: (i) Galantas does not exercise the Galantas Option during the
Initial Term; and (ii) Galantas is diluted to below 10% ownership in
Flintridge, the entirety of Galantas' ownership shall automatically convert to
a 1.5% net smelter return royalty (the "1.5% NSR"). The remaining 50% of the
1.5% NSR shall be subject to a buy-back provision for US$4 million (GBP 3.0
million) by Flintridge.
Galantas has entered into an exclusivity period with Ocean Partners regarding
the Proposed Transaction, including without limitation, the settling of the
form of Definitive Agreements, until the earlier of (i) the date of the
execution of a mutually acceptable Definitive Agreements, (ii) the date upon
which Ocean Partners and Galantas mutually agree in writing to terminate
discussions, or (iii) June 30, 2025, unless extended by mutual agreement by
Ocean Partners and Galantas.
The Proposed Transaction remains subject to conditions precedent, including
Ocean Partners board approval and completion of due diligence by Ocean
Partners, the completion of definitive documentation and the receipt of all
required approvals and consents, including shareholder approval by Galantas
shareholders as well as formal filings with and approval from the TSXV.
Galantas shareholders approved the Proposed Transaction on August 5, 2025.
Melquart, a shareholder with 24.5% ownership, indicated that, subject to
approval by the Company's shareholders, it intends to convert US$875,000 (GBP
646,171) of its debt held as a convertible note plus accrued interest of
US$182,803 (GBP 134,997) into 17,630,050 common shares of no par value
("Common Shares") in Galantas at a deemed price of US$0.06 (GBP 0.044) per
share (the "Melquart Debt Transaction").
Following the Melquart Debt Transaction, Melquart will hold 47,372,977 Common
Shares equal to approximately 35.4% of the Company's issued share capital.
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