REG - Galantas Gold Corp - Update on Acquisition of Andacollo Project

Galantas GoldAnnouncement

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RNS Number : 7222Y  Galantas Gold Corporation  31 March 2026

GALANTAS GOLD PROVIDES UPDATE ON ACQUISITION OF THE ANDACOLLO ORO GOLD
PROJECT, CHILE

Toronto, Ontario - March 31, 2026 - Galantas Gold Corporation (TSX-V: GAL |
AIM: GAL) ("Galantas" or the "Company")  provides an update with respect to
its previously announced acquisition (the "Sol Transaction") of all of the
issued and outstanding shares of Sol de Oro Mining Ltd. ("Sol") from Robert
Sedgemore. Sol holds all of the issued and outstanding shares of Compañía
Minera OXI SpA ("OXI"), which owns all of the issued and outstanding shares of
Compañía Minera e Inmobiliaria Dragones SpA ("Dragones"). Dragones is the
owner of the Andacollo Oro Gold project located in the Coquimbo Region of
central Chile (the "Andacollo Project").

The Company is working diligently to satisfy closing conditions, including the
approval of the TSX Venture Exchange (the "TSXV") and obtaining minority
approval from the Company's shareholders. The Sol Transaction is expected to
be completed during the second quarter of 2026. Trading in the common shares
of Galantas ("Common Shares") is currently halted on the TSXV in accordance
with TSXV Policy 5.3.

This news release is being issued in connection with the TSXV's ongoing review
of the Sol Transaction and is intended to provide additional factual context
and clarification for shareholders. It is intended to provide: (a) a
chronology of the timing of the Sol Transaction negotiations, (b) a detailed
breakdown of the original and proposed revised use of proceeds from the
Company's brokered private placement completed on December 31, 2025 (the
"December Financing"), and (c) details of the parties and securities subject
to new escrow requirements imposed by the TSXV. In addition, the Company is
providing an update on the environmental permits required for the restart of
the Andacollo Project following completion of the Sol Transaction.

Chronology of the Sol Transaction

The Company's management and board of directors (the "Board") regularly
consider and investigate opportunities to strategically grow the Company's
business and enhance value for shareholders, including through acquisitions.
The following chronology summarizes the timing of events relevant to the Sol
Transaction, which was announced on January 6, 2026, shortly following the
December 31, 2025 completion of its acquisition (the "RDL Transaction") of all
of the issued and outstanding shares of RDL Mining Corp. ("RDL") and the
December Financing.

•     August 2025: The Company's Chief Executive Officer, Mario Stifano,
commenced negotiations regarding the acquisition of RDL and the Indiana
Project (as defined below).

•     September 2025: Another TSXV‑listed issuer announced it would
acquire the Andacollo Project, but subsequently announced in October that its
acquisition of the Andacollo Project would not proceed.

•     Mid‑October 2025: Following the termination of the TSXV-listed
issuer's attempted acquisition of the Andacollo Project, Mr. Sedgemore began
discussions with the Dragones shareholders regarding the acquisition of
Dragones (the owner of the Andacollo Project), and an exclusivity agreement
was entered into between OXI and the Dragones shareholders in respect of such
acquisition.

•     Late October 2025: Mr. Stifano and Mr. Sedgemore discussed the
Andacollo Project and the potential for the Company to acquire the Andacollo
Project directly. At that time, the Company did not pursue the opportunity due
to its capital position and ongoing negotiations regarding the RDL
Transaction.

•     November 2025: The Company entered into an agreement to acquire
RDL. Prior to closing of the RDL Transaction, Mr. Sedgemore held a 33.3%
interest in RDL and had no employment, governance or insider relationship with
the Company.

•     December 31, 2025: The Company completed the RDL Transaction and
the December Financing. Upon closing of the RDL Transaction, Mr. Sedgemore was
appointed as Senior Vice President, Operations, of the Company and received
Common Shares as consideration for his RDL shares.

•     January 2, 2026: Following completion of the RDL Transaction, Mr.
Sedgemore approached Mr. Stifano to discuss the Company's interest in
acquiring the Andacollo Project, noting that the agreements governing the
proposed Andacollo Project acquisition had to be executed by January 6, 2026.
The Company convened a Board meeting on January 2, 2026 to consider the
opportunity.

•     January 2 to January 6, 2026: The Company and its advisors
conducted due diligence and negotiated definitive documentation. Mr. Sedgemore
did not participate in Board deliberations on the Sol Transaction and did not
participate in the Company's evaluation of the opportunity.

•     January 6, 2026: The Board unanimously approved the Sol
Transaction and the Company entered into a share purchase agreement to acquire
all of the issued and outstanding shares of Sol from Mr. Sedgemore. On the
same date, Sol's subsidiary, OXI, acquired Dragones pursuant to share purchase
agreements with the former Dragones shareholders. OXI made an initial payment
of US$3.5 million to former Dragones shareholders, funded by a promissory note
from Ocean Partners UK Ltd. and silver streaming arrangements.

Based on the foregoing chronology, the Company considers the Sol Transaction
and the RDL Transaction to have arisen from separate and independent
circumstances, which were both evaluated and approved independently by the
Board, and were not conceived or pursued as part of a single transaction or
coordinated plan. The Company does not view the Sol Transaction and the RDL
Transaction as components of a larger scheme or series of related
transactions.

December Financing - Use of Proceeds Reallocation

On December 31, 2025, the Company concurrently completed the December
Financing and the RDL Transaction. As such, the Company was focused on the
Indiana gold-copper project located in Chile (the "Indiana Project"). The
Company, indirectly through RDL and its subsidiary, holds an option to acquire
a 100% interest in the Indiana Project upon the satisfaction of certain
conditions, including staggered option payments over a period of five years
(the "Option Payments").

The December Financing raised aggregate gross proceeds of $15.525 million and
the Company's original intended use of proceeds (the "Original Use of
Proceeds") was to fund exploration work on the Indiana Project, to fund
payments in connection with the Option for the Indiana Project, and for
general corporate and working capital purposes. Of the gross proceeds,
approximately $10.0 million was raised on a "part and parcel" basis in
connection with the RDL Transaction, of which the Company specifically
allocated approximately $6.9 million to the Indiana Project. The remaining
approximately $3.1 million was intended to be retained by the Company to cover
approximately six months of operating expenses, including general working
capital and funding for the Company's projects owned prior to completion of
the RDL Transaction. Funding dedicated to the Company's pre-RDL Transaction
projects was expected to be approximately $1.2 million, including
approximately $0.9 million for the Company's Gairloch project located in
Scotland (the "Gairloch Project") and approximately $0.3 million for the
Company's Omagh project in Northern Ireland (the "Omagh Project").

Following the Company's evaluation of the Sol Transaction opportunity in early
January 2026, and in connection with the TSXV's ongoing review, the Company
intends to reallocate the net proceeds from the December Financing (the
"Revised Use of Proceeds"), as follows below:

•     Approximately $8.4 million is allocated to the Andacollo Project,
including the closing payment owed to Mr. Sedgemore under the Sol Transaction,
deferred payments to the former Dragones shareholders and for exploration work
on the Andacollo Project.

•     Approximately $3.9 million is allocated to the Indiana Project,
including costs related to exploration and drilling activities, the
preparation of a preliminary economic assessment and Option Payments and lease
payments for the Indiana Project.

•     With respect to the Company's pre-RDL Transaction projects,
approximately $0.1 million is allocated solely to the Gairloch Project.

•     The remaining funds are allocated for general working capital and
corporate purposes.

The primary change between the Original Use of Proceeds and the Revised Use of
Proceeds is a substantial reallocation of funds from the Indiana Project and,
to a lesser extent, amounts intended for the Company's pre-RDL Transaction
projects, to the Andacollo Project, which the Company plans to acquire through
the Sol Transaction.

At the time of completion of the December Financing and the RDL Transaction on
December 31, 2025, the Company's primary operational focus was the Indiana
Project. The Original Use of Proceeds was therefore structured to support
exploration, technical studies, development and Option Payments associated
with the Indiana Project, while maintaining sufficient working capital to
advance the Company's broader portfolio of assets and corporate initiatives.
The Company continues to view the Indiana Project as a core asset and intends
to continue advancing exploration and technical work programs at the Indiana
Project in parallel with the integration and evaluation of the Andacollo
Project.

Following the execution of the Sol Transaction in early January 2026, the
Company's asset base and strategic priorities evolved to include the Andacollo
Project, a large‑scale, asset that has production history with existing
infrastructure and staged development potential. In light of the near‑term
funding requirements associated with the Sol Transaction and the Company's
objective of preserving capital flexibility while advancing both projects in a
disciplined manner, the Company determined that a reallocation of the net
proceeds from the December Financing was appropriate and in the Company's best
interests. The Revised Use of Proceeds reflects the Company's intention to
balance continued advancement of the Indiana Project with the evaluation and
staged development of the Andacollo Project, while maintaining liquidity to
satisfy near‑term corporate obligations and evaluate future financing
alternatives to support the Company's expanded project portfolio.

Additional Escrow Requirements

The TSXV has advised that a three‑year escrow must be applied to the
securities issued to the following parties for their participation in the
December Financing and the related "shares-for-debt" transaction completed on
December 31, 2025:

•     Mario Stifano (Chief Executive Officer and a director): 400,000
units.

•     George Duguay (Corporate Secretary): 500,000 units.

•     Melquart Limited: 10,000,000 units.

•     Ocean Partners UK Ltd.: 35,937,500 units and 7,812,500 Common
Shares.

The Company has agreed to work with the TSXV to implement the required escrow
arrangements. The escrow will apply for a three‑year period on terms
acceptable to the TSXV and in accordance with TSXV policies.

Andacollo Environmental Approval

As part of its ongoing evaluation of the Andacollo Project in advance of
completing the Sol Transaction, the Company is pleased to announce that
Dragones, the owner of the Andacollo Project, has received formal written
confirmation from the Servicio de Evaluación Ambiental (the "SEA"), Coquimbo
Regional Office, that the proposed restart and extension of mine life at the
Andacollo Project following completion of the Sol Transaction does not require
re‑entry into Chile's Environmental Impact Assessment system.

Mario Stifano, CEO of Galantas, commented: "This is a major milestone for
Galantas and the acquisition of the Andacollo Project, as it confirms the
project can advance to restart without the need for a new environmental
permitting process. The confirmation from SEA that the existing environmental
approval remains valid significantly reduces both the timeline to restart and
permitting risk. We are now focused on completing an updated NI 43-101
Technical Report by April 2026, and finalizing the remaining technical studies
required to support a restart."

The SEA determination confirms that the contemplated restart activities fall
within the scope of the Andacollo Project's existing environmental approval,
Resolución de Calificación Ambiental No. 151/2014, and do not constitute a
material change requiring the submission of a new environmental impact
declaration or study. As a result, the Andacollo Project has the required
environmental approval in place for the proposed restart activities as
currently contemplated, subject to the completion of remaining technical and
sectoral approvals.

Shareholders are cautioned that the Andacollo Project is not currently owned
by the Company, and the Company's interest in the Andacollo Project remains
subject to the completion of the Sol Transaction. The Company is providing
this update as it relates to material information concerning the Andacollo
Project and its existing permitting status, which the Company believes is
relevant to shareholders in evaluating the proposed Sol Transaction.
Completion of the Sol Transaction remains subject to, among other things,
receipt of minority shareholder approval, approval of the TSXV, and the
satisfaction of customary closing conditions, and there can be no assurance
that the Sol Transaction will be completed on the terms described herein and
the Company's news release dated January 6, 2026, or at all.

About the Andacollo Project

The Andacollo Project is a past-producing gold open pit heap leach operation
with proven metallurgy, having historically operated at commercial scale for
more than two decades. The Andacollo Project was placed on care and
maintenance in 2015. Mining methods, metallurgical performance, and processing
routes are documented based on extensive historical operating data from prior
operations at the Andacollo Project, which management believes provides a
meaningful body of information relative to earlier-stage assets, subject to
confirmation through current technical work.

The Andacollo Project hosts a historical mineral resource base supported by a
large drilling database and multiple historical technical studies. In
addition, significant mineralized material remains on site, including material
placed on existing leach pads, providing a tangible foundation for staged
evaluation and development activities. From a development perspective, the
combination of existing infrastructure, valid permits, historical production,
historical mineral resource estimates and proven processing methods provides a
clear pathway to advance the Andacollo Project on an accelerated timeline
toward production.

The historical mineral resource estimates referenced herein are historical in
nature and were prepared prior to Galantas' involvement in the Andacollo
Project. A qualified person has not done sufficient work to classify the
historical estimates as current mineral resources, and Galantas is not
treating the historical estimates as current mineral resources or mineral
reserves.

About Galantas Gold Corporation

Galantas Gold Corporation is a publicly traded gold company focused on the
acquisition, development, and advancement of gold assets in stable mining
jurisdictions. The Company is currently advancing the Indiana Project in Chile
toward production.

 

Galantas' strategy is to build long-term shareholder value through disciplined
capital allocation, technically rigorous project evaluation, and responsible
development of high-quality mineral assets.

 

Neither TSXV nor its Regulation Services Provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this news release. The Company is admitted to trading on AIM and
accordingly, further disclosure on the matter can be found on the Company's
profile on the London Stock Exchange website.

 

The information in relation to the Sol Transaction 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.

On behalf of the Board of Directors,

Galantas Gold

 

Mario Stifano

CEO and Director

Enquiries

Galantas Gold Corporation

Mario Stifano: Chief Executive Officer

Email: info@galantas.com

Website: www.galantas.com

Telephone: +1 416-848-7744

 

Grant Thornton UK LLP (AIM Nomad)

Philip Secrett, Harrison Clarke, Elliot Peters

Telephone: +44(0)20 7383 5100

 

SP Angel Corporate Finance LLP (AIM Broker)

David Hignell, Charlie Bouverat (Corporate Finance)

Grant Barker (Sales & Brokering)

Telephone: +44(0)20 3470 0470

Forward-Looking Statements

This news release contains forward‑looking statements within the meaning of
applicable Canadian securities laws and the United States Private Securities
Litigation Reform Act of 1995, including statements regarding: the TSXV's
review of the Sol Transaction; the timing and completion of the Sol
Transaction; the Company's ability to satisfy TSXV and minority shareholder
approval requirements; the proposed Revised Use of Proceeds and the impacts
thereof; the implementation and timing of escrow arrangements; and statements
regarding the restart of the Andacollo Project as a result of the formal
written correspondence received from the SEA. Forward‑looking statements are
based on estimates and assumptions made by the Company in light of its
experience and perception of historical trends, current conditions and
expected future developments, as well as other factors that the Company
believes are appropriate in the circumstances.

Actual results may differ materially from those expressed or implied by
forward‑looking statements due to risks and uncertainties including, but not
limited to: regulatory and TSXV review outcomes; shareholder approval risk;
financing and liquidity risk; timing of transaction completion; commodity
price volatility; operational and development risks; and other risks described
in the Company's continuous disclosure record, including the risk factors
described in the Company's management's discussion and analysis. Readers are
cautioned not to place undue reliance on forward‑looking statements. The
Company disclaims any intention or obligation to update or revise any
forward‑looking statements except as required by law.

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