Mr. Mario Stifano reports
GALANTAS GOLD COMPLETES TRANSACTION TO ACQUIRE ANDACOLLO GOLD
Galantas Gold Corp. has completed its previously announced acquisition of all of the issued and outstanding shares of Sol de Oro Mining Ltd. in exchange for a cash payment of $1.5-million (U.S.) and the assumption of certain obligations to the former shareholders of Compania Minera e Inmobiliaria Dragones SpA (Dragones), pursuant to a share purchase agreement between Galantas and Robert Sedgemore, dated Jan. 6, 2026. The transaction provides Galantas with a 100-per-cent ownership interest in the Andacollo Oro project, located in the Coquimbo region of central Chile.
Mario Stifano, chief executive officer, commented: "The acquisition of Andacollo gold, which hosts a substantial open-pit gold resource, marks a transformative milestone for Galantas. We are already rapidly advancing the restart of operations and buildout of our operational work force in Chile with the clear objective of starting gold production in 2027. We plan to commence an aggressive drill program to specifically target higher-grade gold potential at El Sauce and Toro, while also evaluating the broader copper potential at Andacollo gold. In closing this transaction, we are delighted to welcome Mr. Luis Catril as a significant shareholder and look forward to delivering substantial long-term value for all Galantas shareholders."
Completion of the transaction
Sol owns 100 per cent of Compania Minera OXI SpA (OXI), which owns 100 per cent of the shares of Dragones, the owner of the Andacollo gold project, pursuant to certain share purchase agreements dated Jan. 6, 2026, with the former Dragones shareholders. All former Dragones shareholders are arm's length to OXI, Sol and Galantas. If the payments described below are not completed to the former Dragones shareholders, such shares will be transferred back to the former shareholders with any partial payments forfeited. Sol and OXI were established as dedicated transaction vehicles to consolidate ownership and facilitate the acquisition of the Andacollo gold project.
The total cash consideration payable under the agreement and the Dragones agreements is $32.5-million (U.S.), which includes $27.5-million (U.S.) payable by the company to the Dragones shareholders, the Sol payment (as defined below), the assumption of the streaming agreements (as defined below) for $500,000 (U.S.) and the assumption of $3.0-million (U.S.) of debt under the promissory note (as defined below).
These payments will occur through structured staged cash payments by Dec. 31, 2029, in order to align with development planning and capital discipline, and are broken down as follows:
- On Jan. 6, 2026, $3.5-million (U.S.) was paid by OXI to former Dragones shareholders, which was financed by the streaming agreements for $500,000 (U.S.) and a promissory note from Ocean Partners U.K. Ltd. for $3.0-million (U.S.) (such streaming agreements and promissory note have been assumed by the company as of the closing of the Sol transaction).
- On closing, $1.5-million (U.S.) was paid to Robert Sedgemore.
- On Dec. 31, 2026, $3.5-million (U.S.) is payable to the Dragones shareholders.
- On Dec. 31, 2027, $4.0-million (U.S.) is payable to the Dragones shareholders.
- On Dec. 31, 2028, $6.0-million (U.S.) is payable to the Dragones shareholders.
- On Dec. 31, 2029, $14.0-million (U.S.) is payable to the Dragones shareholders.
In addition to the cash consideration, Luis Catril, the controlling shareholder of Dragones, has been issued 91,313,890 common shares of Galantas (representing 19.9 per cent and 11.1 per cent of the issued and outstanding common shares of Galantas as of Jan. 6, 2026, and closing, respectively). Such common shares are subject to a standard four-month hold period in accordance with applicable securities laws.
Prior to closing, Sol was owned 100 per cent by Robert Sedgemore. Mr. Sedgemore is an executive officer of Galantas and is a non-arm's-length party as defined in the TSX-V policies in relation to Galantas. As a result, the transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX-V policies. The transaction has received minority approval and disinterested shareholder approval as required by MI 61-101 and TSX-V policies, respectively.
The Andacollo gold project is subject to two silver stream agreements, requiring delivery of 33.4 per cent and 66.6 per cent of each payable ounce of silver produced at the Andacollo gold project to K2 Resources Inc. and ExGen Resources Inc., respectively, until the payment of 333,334 ounces of silver to K2 and 666,667 ounces of silver to ExGen is complete. Following this threshold, 16.7 per cent and 33.3 per cent of each ounce of payable silver produced at the Andacollo gold project will be delivered to K2 and ExGen, respectively. The streaming agreements also include minimum quarterly delivery thresholds (8,400 ounces for ExGen and 4,200 ounces for K2), pursuant to which any silver delivery shortfall must be satisfied through the delivery of gold based on prevailing market prices. In addition, any payment amounts not made when due under the streaming agreements bear interest at a rate equal to prime plus 3 per cent per annum until paid.
Additional details regarding the transaction and the Andacollo gold project are included in Galantas's news releases dated Jan. 6, 2026, March 31, 2026, and June 15, 2026, and in the company's management information circular dated May 12, 2026. The company has also filed a technical report for the Andacollo gold project in accordance with the requirements of National Instrument 43-101, Standards of Disclosure for Mineral Projects. Each of these documents are available on the company's profile on SEDAR+.
Issued share capital on admission and total voting rights
Application will be made for the admission of 91,313,890 common shares pursuant to the transaction, with admission expected to occur on or around closing.
Following admission, the company's issued share capital will consist of 829,500,590 common shares, each with one voting right per share. There are no shares held in treasury. The company notes that the figure of 829,500,590 for the total issued share capital referred to in this news release is accurate and correct.
When calculating the total number of voting rights, shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the company under the Financial Conduct Authority's Disclosure guidance and transparency rules.
About Galantas Gold Corp.
Galantas Gold is a publicly traded gold and copper company focused on the acquisition, development and advancement of gold and copper assets in stable mining jurisdictions. The company is currently advancing the development of the Indiana project and the Andacollo gold project in Chile. Galantas's strategy is to build long-term shareholder value through disciplined capital allocation, technically rigorous project evaluation and responsible development of high-quality mineral assets.
We seek Safe Harbor.
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