Galantas Gold closes JV transaction with Ocean Partners

Executive Summary

• Galantas Gold Corp. closed a joint‑venture transaction with Ocean Partners UK Ltd., giving Ocean an 80 % interest in the Omagh gold project subsidiaries and retaining a 20 % stake for Galantas.
• Ocean Partners contributed $3 M upfront (with an option for an additional $5 M) to fund exploration and development, while appointing itself as operator of the project.
• The company also completed the conversion of Melquart’s convertible debt into approximately 17.63 million common shares, increasing Melquart’s ownership to ~35.4 % and triggering a forthcoming AIM admission.

Key Details

• Joint‑Venture Structure: Ocean Partners exchanged existing loans (~US$14 M / £10.3 M) for an 80 % equity interest in Flintridge Resources Ltd. and Omagh Minerals Ltd.; Galantas retains 20 % of each subsidiary.
• Initial Capital Injection: Ocean provided US$3 M (≈£2.2 M) for exploration, restart planning, and G&A costs during the initial term; Galantas is “free‑carried” in this phase.
• Optional Follow‑On Funding: Ocean may contribute an additional US$5 M (≈£3.7 M) in a second phase for further exploration and development; Galantas can participate pro‑rata.
• Operator & Board Composition: Ocean Partners appointed as operator; Flintridge board to have four Ocean nominees and one Galantas nominee, contingent on Galantas maintaining ≥10 % equity.
• Equity‑to‑Royalty Conversion Rights:
• Galantas may convert its 20 % equity in Flintridge into a 3.00 % NSR royalty (half buy‑backable by Flintridge for US$8 M).
• If not exercised and ownership falls below 10 %, the equity automatically converts to a 1.50 % NSR royalty (half buy‑backable for US$4 M).
• Melquart Debt Conversion:
• Converted $875,000 principal + $182,803 accrued interest into 17,630,050 common shares at US$0.06 per share.
• Post‑conversion, Melquart holds 47,372,977 shares (~35.4 % of Galantas’ issued capital).
• Share Lock‑up: Converted shares subject to a hold period of four months and one day, expiring 24 Jan 2026.
• AIM Admission: Application for admission of Melquart shares to AIM expected around 29 Sep 2025; post‑admission total issued share capital will be 132,400,637 ordinary shares.

Notable Quotes

“We are delighted to have closed this transformative transaction with Ocean Partners. With finance in place and the joint venture formally established, work will begin on a new drill program targeting high‑grade zones at the Joshua vein…” – Mario Stifano, CEO, Galantas Gold Corp.