Galantas Gold completes acquisition of RDL Mining

Executive Summary

• Galantas Gold Corp. completed the acquisition of RDL Mining Corp., securing an option to acquire a 100% interest in the Indiana gold/copper project in Chile, in exchange for approximately 132 million common shares and a 2.0% aggregate Net Smelter Return (NSR) royalty.
• The company closed financings for aggregate gross proceeds of $15.525 million, consisting of a brokered private placement of 186.25 million units at $0.08 per unit ($14.9 million gross) and a non-brokered placement of 7,812,500 shares to settle $625,000 in debt with Ocean Partners.
• An updated NI 43-101 mineral resource estimate for the Indiana Project was announced, reporting 4.93 million tonnes grading 2.24 g/t Au and 1.31% Cu, containing 355,516 oz Au and 64,690 t Cu (inferred).

Key Details

• Acquisition Terms:
  • Target: RDL Mining Corp. (RDL).
  • Consideration: ~132 million Galantas common shares (approx. 44 million per RDL shareholder) and a 2.0% aggregate NSR royalty (0.66% per shareholder).
  • Result: Galantas holds an option to acquire 100% interest in the Indiana Project via subsidiary RDL SpA.
  • Board/Management Changes: Lawrence Roulston appointed to Board of Directors; Robert Sedgemore appointed Senior Vice-President, Operations.
• Financing Details:
  • Brokered Private Placement: 186.25 million units at $0.08/unit.
    • Gross Proceeds: $14.9 million (includes partial exercise of overallotment).
    • Unit Composition: One common share + one warrant.
    • Warrant Terms: Exercise price of $0.12/share for 36 months.
    • Agents: Canaccord Genuity Corp. and Haywood Securities Inc.
    • Commissions: 7.0% cash commission ($1,042,750) and 7.0% compensation warrants (13,034,375 warrants).
    • Finder’s Fee: $77,000 paid to Harbourfront Wealth Management Inc.
  • Non-Brokered Private Placement: 7,812,500 shares to Ocean Partners UK Ltd.
    • Purpose: Settlement of $625,000 outstanding debt.
    • Terms: Shares for debt settlement under TSXV Policy 4.3.
  • Use of Proceeds: Exploration on Indiana Project, option payments, and general corporate/working capital.
• Mineral Resource Estimate (Indiana Project):
  • Effective Date: Dec. 9, 2025.
  • Qualified Person: DRA Americas Inc.
  • Resource: 4.93 million tonnes grading 2.24 g/t Au and 1.31% Cu.
  • Contained Metal: 355,516 ounces Au and 64,690 tonnes Cu (inferred).
  • Cut-off Grades: 0.99 g/t AuEq (sulphide) and 0.95 g/t AuEq (oxide).
  • Scope: In-vein mineralization only; halo mineralization excluded but planned for future PEA and resource updates.
• Strategic Updates:
  • Mine design and Preliminary Economic Assessment (PEA) workstreams initiated.
  • Commercial offtake agreement executed with Ocean Partners for copper-gold concentrate.
  • Planned drilling: Resource definition and geotechnical drilling to support underground mine design.
• Shareholder & Insider Activity:
  • Ocean Partners holds ~10.7% post-transaction.
  • Eric Sprott (via 2176423 Ontario Ltd.) holds ~13.1% post-transaction.
  • Melquart Ltd. (related party) purchased 10 million units for $800,000, holding ~12.5% post-transaction.
  • Insiders purchased aggregate 10.9 million units.
• Admission to AIM:
  • Application for admission of ~326 million shares (132.4M from acquisition + 194.1M from offerings) to London Stock Exchange AIM.
  • Expected admission date: On or around Jan. 6, 2026.
  • Total issued share capital post-admission: 458,863,772 common shares.

Notable Quotes

• "The completion of the updated NI 43-101 mineral resource estimate for the Indiana project... 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 offtake 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." — Mario Stifano, Chief Executive Officer