Galantas Gold increases financing to $13.5-million

Executive Summary

• Galantas Gold Corp. has upsized its best efforts private placement to raise up to C$13.5 million (plus an additional C$2.025 million via over-allotment option), consisting of 168.75 million units at C$0.08 per unit.
• The company provided an update on its planned acquisition of RDL Mining Corp., where RDL shareholders will receive approximately 132 million common shares (49.99% post-issuance) and a 2% aggregate Net Smelter Return (NSR) royalty on the Indiana project.
• The acquisition involves RDL holding the Indiana gold-copper project in Chile, acquired via a C$15M option from Mineria Activa SpA, and includes a copper stream agreement with 1555070 B.C. Ltd.

Key Details

• Financing Structure:
  • Gross Proceeds: Up to C$13.5 million from 168.75 million units at C$0.08 per unit.
  • Over-allotment Option: Upsized to allow for an additional C$2,025,000 via 25,312,500 additional units.
  • Unit Composition: Each unit comprises one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant allows acquisition of one common share at C$0.12 for 36 months from closing.
  • Agent Compensation: 7.0% cash commission on gross proceeds (reducible to 3.0% for "president's list" purchasers up to C$1M); compensation warrants equal to 7.0% of units sold (reducible to 3.0%), exercisable at offering price for 24 months.
  • Use of Proceeds: Exploration and option payments for the Indiana project, and general corporate/working capital.
  • Closing: Expected on or around Dec. 10, 2025, subject to TSX-V approval.
  • Hold Period: 4 months and 1 day following issue date.
• RDL Mining Acquisition Terms:
  • Consideration: Approximately 132 million common shares (approx. 49.99% of issued/outstanding post-transaction) valued at C$0.08 per share (approx. C$10.6 million total).
  • Royalty: Additional consideration includes a 0.66% NSR royalty per RDL shareholder, totaling approx. 2% aggregate NSR on the Indiana project.
  • Escrow: Consideration shares held in escrow per TSX-V Policy 5.4.
  • RDL Financials (as of Sept 30, 2025): Total assets $189,425; Total liabilities $223,658; Total equity negative $34,233; Net loss $34,263.
• Indiana Project Assets (via RDL):
  • Option Agreement: Definitive option with Mineria Activa SpA for 100% interest in Indiana gold-copper project in Chile.
  • Option Payments: Total C$15M (USD) over 5 years.
    • Payment 1: $50,000 USD from copper stream proceeds.
    • Payment 2: $450,000 USD advance from Ocean Partners U.K. Ltd. (paid to Activa in Q4 2025).
    • Payments 3-4: $1M USD in Years 1 and 2.
    • Payments 5-6: $2M USD in Years 3 and 4.
    • Final Payment: $8.5M USD in Year 5.
  • Copper Stream Agreement: With 1555070 B.C. Ltd.
    • Upfront payment: $550,000 USD (paid to RDL).
    • Terms: 6% of payable copper delivered until 2 million lbs delivered; thereafter 3% of payable copper.
    • Price: 20% of spot price on delivery.
• Corporate Governance Changes:
  • New Board Member: Lawrence Roulston (current RDL shareholder) to join the board.
  • New Officer: Robert Sedgemore to be appointed Senior Vice-President, Operations.
  • Board Composition: Post-transaction board will have 6 members (Mario Stifano, Roisin Magee, James Clancy, David Cather, Brent Omland, Lawrence Roulston).
• Trading Status: Trading in common shares is currently halted per TSX-V Policy 5.3.

Notable Quotes

• None explicitly quoted in the text provided.