Galantas Gold Completes Acquisition of RDL Mining Corp. and Financings for Aggregate Gross Proceeds of $15.525 Million, and Announces Updated NI 43-101 Mineral Resource Estimate

Extracted Document Text

This is a readable excerpt of the EGM normalized Markdown text. It helps search engines and researchers understand PDF, filing, or company-document content while the original source remains authoritative.

# Galantas Gold Completes Acquisition of RDL Mining Corp. and Financings for Aggregate Gross Proceeds of $15.525 Million, and Announces Updated NI 43-101 Mineral Resource Estimate

Source: https://galantas.com/site/assets/files/8834/blackline_-_galantas_-_closing_press_releasef.pdf
Published: 2025-12-31T00:00:00+00:00
Fetched: 2026-05-12T12:49:46.922+00:00
Source artifact: d0875da3-db58-4582-8ca0-4da28ce9d9c3
Normalizer input: text

## Content

# Galantas Gold Completes Acquisition of RDL Mining Corp. and Financings for Aggregate Gross Proceeds of $15.525 Million, and Announces Updated NI 43-101 Mineral Resource Estimate
Galantas Gold Completes Acquisition of RDL Mining Corp. and Financings for
Aggregate Gross Proceeds of $15.525 Million, and Announces Updated NI 43-101
Mineral Resource Estimate
Not for distribution to U.S. newswire services or dissemination in the United States
TORONTO, December 31, 2025 -- Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQB: GALKF)
(“Galantas” or the “Company”) is pleased to announce that the Company has completed its previously
announced acquisition (the “Transaction”) of all of the issued and outstanding shares of RDL Mining Corp.
(“RDL”) in exchange for common shares of Galantas (“Galantas Shares”), pursuant to a share purchase
agreement among Galantas and the former shareholders of RDL, being Lawrence Roulston, Robert Sedgemore
and Dorian L. (Dusty) Nicol (collectively, the “RDL Shareholders”).
In addition, Galantas announces that it has closed (i) its previously announced private placement (the “Brokered
Offering”) of 186,250,000 units of the Company (each, a “Unit”) at a price of $0.08 per Unit (the “Offering
Price”), for aggregate gross proceeds of $14,900,000, including the partial exercise of the over-allotment option
of the Agents (as defined below), and (ii) a non-brokered private placement (the “Non-Brokered Offering”, and
together with the Brokered Offering, the “Offerings”) of 7,812,500 Galantas Shares (each, a “Share”) to Ocean
Partners UK Limited (“Ocean Partners”) to settle an outstanding debt owing by the Company to Ocean Partners
of $625,000. The Non-Brokered Offering constitutes a “shares for debt” settlement under Policy 4.3 of the TSX
Venture Exchange (the “TSXV”).
The Brokered Offering was led by Canaccord Genuity Corp. and Haywood Securities Inc. (together, the
“Agents”). The Agents acted as financial advisors in connection with the Non-Brokered Offering.
The Company is also pleased to announce the completion of an updated independent mineral resource estimate
contained in the technical report titled “Mineral Resource Estimate, Indiana Project, Atacama Region, Chile” with
an effective date of December 9, 2025 (the “Technical Report”), which was prepared by DRA Americas Inc.
(“DRA”) in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-
101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards. Highlights
from the Technical Report include:
• 4.93 million tonnes (t) grading 2.24 g/t gold (Au) and 1.31% copper (Cu), containing inferred mineral
resources of 355,516 ounces (oz) Au and 64,690 t Cu (in situ)
• Mine design and Preliminary Economic Assessment (“PEA”) workstreams initiated
• Mineral resource definition and geotechnical drilling planned to support underground mine design and
stope optimization
• Halo mineralization not included in the current Technical Report; planned for incorporation into the PEA
mine model and future mineral resource update
• Commercial off-take agreement executed with Ocean Partners for copper-gold concentrate
Mario Stifano, CEO of Galantas, commented: “The completion of the updated NI 43-101 mineral resource
estimate for the Indiana Project (as defined below) represents an important technical milestone for the Company.
The quality, grade profile and continuity of the vein systems, together with the scale of the in-vein resource,
provide a solid foundation as we advance mine design and commence the PEA. With financing closed and a
commercial off-take partner secured, we are well positioned to systematically advance the project while
continuing to evaluate opportunities to enhance value through drilling to explore at least 21 untested veins.”
Completion of the Transaction
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 Compañía Minera RDL SpA (“RDL SpA”), a wholly-owned subsidiary of RDL, and Minería
Indiana Limitada dated October 30, 2025. Additional details of the Option are included in Galantas’ press
releases dated November 13, 2025, November 21, 2025, and December 19, 2025.
As consideration under the Transaction, each RDL Shareholder received approximately 44 million Galantas
Shares, for an aggregate of approximately 132 million 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 the Offerings. As additional consideration under the Transaction, each RDL Shareholder
was granted a 0.66% net smelter return (“NSR”) royalty payable by Galantas in respect of the Indiana Project,
for an aggregate NSR royalty of approximately 2.0%.
In connection with the Transaction, Lawrence Roulston was appointed to the board of directors of Galantas (the
“Galantas Board”). The Galantas Board is now comprised of six members, being Mario Stifano, Róisín Magee,
James Clancy, David Cather, Brent Omland (existing directors of Galantas) and Lawrence Roulston (a new
director and a former RDL Shareholder). In addition, Robert Sedgemore was appointed as Senior Vice President,
Operations, of Galantas.
Completion of the Offerings
The Company completed the Brokered Offering of 186,250,000 Units for aggregate gross proceeds of
$14,900,000. Each Unit is comprised of one Galantas Share and one Galantas Share purchase warrant (each,
a “Warrant”). Each Warrant entitles the holder thereof to acquire one Galantas Share at a price of $0.12 for a
period of 36 months from the date hereof.
As compensation for their services, the Company: (i) paid to the Agents a cash commission of $1,042,750
representing 7.0% of the aggregate gross proceeds of the Offerings (including gross proceeds from the Agents’
over-allotment option), reduced to 3.0% of the gross proceeds of $1,100,000 from certain purchasers on the
president’s list agreed to between the Company and Canaccord Genuity Corp. (the “President’s List”), and (ii)
issued to the Agents 13,034,375 compensation warrants (“Compensation Warrants”), representing 7.0% of the
Units and Shares, as applicable, sold in the Offerings (including Units sold pursuant to the Agents’ over-allotment
option), reduced to 3.0% for purchasers on the President’s List. Each Compensation Warrant entitles the holder
thereof to acquire one Galantas Share for the Offering Price for a period of 24 months from the date hereof.
A separate cash finder’s fee of $77,000.00 was paid to Harbourfront Wealth Management Inc., representing
7.0% of the gross proceeds from investors introduced to the Company by Harbourfront Wealth Management Inc.
as consideration for finding and introducing such investors to the Company.
The net proceeds from the Offerings will be used 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.
Certain “Insiders” of the Company (as such term is defined under the policies of the TSXV) purchased an
aggregate of 10,900,000 Units in the Offerings, which is considered a “related party transaction” within the
meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The Company relied on the exemptions from the formal valuation and minority approval requirements
of MI 61-101 based on a determination that the fair market value of the Offerings, insofar as it involves the
Insiders, does not exceed 25% of the market capitalization of the Company.
Ocean Partners participated in the Brokered Offering for 35,937,500 Units and in the Non-Brokered Offering for
7,812,500 Shares resulting in Ocean Partners becoming an Insider of the Company. Eric Sprott (through
2176423 Ontario Ltd.) participated in the Brokered Offering for 50,000,000 Units becoming an Insider of the
Company. Following the completion of the Transaction and the Offerings, Ocean Partners and Eric Sprott held
approximately 10.7% and 13.1% of the issued and outstanding Galantas Shares, respectively.
No new “Control Persons” (as such term is defined under the policies of the TSXV) were created in connection
with the Offerings. In addition, the Warrants restrict any holder from exercising any Warrants that would result in
any holder owning or controlling 20% or more of the then issued and outstanding Galantas Shares (calculated
on a partially diluted basis).
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Any securities issued under the Offerings will be subject to a hold period in accordance with applicable Canadian
securities laws, expiring four months and one day following the date hereof.
Updated NI 43-101 Mineral Resource Estimate – Indiana Project
The updated mineral resource estimate contained in the Technical Report (titled “Mineral Resource Estimate,
Indiana Project, Atacama Region, Chile” with an effective date of December 9, 2025 and prepared by DRA in
accordance with NI 43-101 and the CIM Definition Standards) and is reported on an in-vein basis across seven
principal vein systems. Mineral resources are constrained by reasonable prospects for eventual economic
extraction and reported using gold equivalent (AuEq) cut-off grades of 0.99 g/t AuEq for sulphide material and
0.95 g/t AuEq for oxide material.
Table 1 – 2025 Inferred Mineral Resource Estimate (Indiana Project – December 9, 2025)
Category Tonnes (000s) Au (g/t) Cu (%) Contained Au (oz) Contained Cu (t)
Inferred 4,932 2.24 1.31 355,516 64,690
Notes:
1. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any
mineral resources will be converted into mineral reserves.
2. AuEq cut-offs are based on assumed gold price of US$3,200/oz and copper price of US$4.70/lb, with metallurgical recoveries
and operating cost assumptions detailed in the Technical Report.
3. There are no known legal, political, environmental or other risks that could materially affect the potential development of the
mineral resources.
4. Numbers may not add due to rounding.
Resource Upside and Mine Model Refinement
DRA notes that the 2025 mineral resource estimate is restricted to in-vein mineralization only and does not
include mineralized halos surrounding the veins. The presence and continuity of halo mineralization have been
validated by historical drilling and underground sampling; however, this material has not been incorporated into
the current estimate as the updated geological and block modelling for halo domains has not yet been completed.
DRA further notes that inclusion of halo material in future resource updates, subject to completion of the updated
geological modelling, appropriate drilling density and engineering validation, may result in changes to tonnage
and mine planning assumptions and provide additional mine planning flexibility.
The Company
[Excerpt trimmed for readability. Open the original source for the complete filing or document.]