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

Executive Summary

• Galantas Gold completed its acquisition of RDL Mining Corp., issuing ~132 M shares to former RDL shareholders and granting a 0.66% NSR royalty on the Indiana Project.
• The company closed a brokered private placement of 186.25 M units at $0.08/unit for gross proceeds of $14.9 M and a non‑brokered “shares‑for‑debt” placement of 7.81 M shares to settle a $625 k debt with Ocean Partners.
• An updated NI 43‑101 inferred resource estimate for the Indiana Project was released: 4.93 Mt at 2.24 g/t Au and 1.31% Cu, containing 355,516 oz Au and 64,690 t Cu; mine design and PEA work have been initiated.

Key Details

• Acquisition of RDL Mining Corp.
• Consideration: each former RDL shareholder received ~44 M Galantas shares (total ~132 M shares), representing ~10% of post‑transaction equity.
• Additional consideration: a 0.66% net smelter return royalty on the Indiana Project (≈2.0% aggregate).

• New directors/appointees: Lawrence Roulston to Board; Robert Sedgemore as SVP Operations.

• Brokered Private Placement (Units)

• Units offered: 186,250,000 (each = 1 share + 1 warrant).
• Offering price: $0.08 per unit → gross proceeds $14,900,000.

• Warrants: exercise price $0.12, term 36 months.

• Non‑Brokered “Shares for Debt” Placement

• Shares issued: 7,812,500 to Ocean Partners to settle $625,000 debt.

• Resulting ownership: Ocean Partners ~10.7% of Galantas shares (incl. brokered placement participation).

• Placement Expenses & Compensation

• Cash commission to agents: $1,042,750 (7.0% of gross proceeds), reduced to 3.0% on President’s List purchases ($1,100,000).
• Compensation warrants issued: 13,034,375 (representing 7.0% of Units/Shares sold, reduced to 3.0% for President’s List).

• Finder’s fee to Harbourfront Wealth Management: $77,000 (7.0% of proceeds from introduced investors).

• Insider Participation

• Insiders purchased 10,900,000 units in the offerings.

• Ocean Partners and Eric Sprott became insiders holding ~10.7% and ~13.1% respectively.

• Use of Net Proceeds

• Fund exploration on Indiana Project.
• Finance Option payments for Indiana Project.

• General corporate and working‑capital purposes.

• Updated NI 43‑101 Inferred Resource (Indiana Project)

• Tonnes: 4,932 kt
• Grade: 2.24 g/t Au; 1.31% Cu

• Contained metals: 355,516 oz Au; 64,690 t Cu

• Project Advancement

• Mine design and Preliminary Economic Assessment (PEA) workstreams launched.
• Planned resource‑definition and geotechnical drilling to support underground mine design.

• Commercial off‑take agreement executed with Ocean Partners for copper‑gold concentrate.

• Related‑Party Transaction – Melquart Participation

• Melquart purchased 10,000,000 units at $0.08/unit = $800,000.

• Post‑transaction ownership: ~12.5% of Galantas shares.

• Share Capital & Admission

• Application to admit 132,400,635 shares (from acquisition) + 194,062,500 shares (from placements) on AIM expected around 2026‑01‑06.

• Post‑admission issued share count: 458,863,772 common shares, no treasury shares.

• Quotes

• “The completion of the updated NI 43‑101 mineral resource estimate… provides a solid foundation as we advance mine design and commence the PEA.” – Mario Stifano, CEO

All forward‑looking statements are subject to risks and uncertainties detailed in Galantas’ filings.