Galantas Gold Completes $100 Million Private Placement

Rhea-AI Summary

Galantas Gold (OTCQB:GALKF) completed a private placement of 181,819,000 units at $0.55 per unit, raising gross proceeds of $100,000,450, including full exercise of the agents' option.

Proceeds will fund the Indiana and Andacollo Chile projects and working capital. Post-admission share capital will be 734,628,488 shares.

AI-generated analysis. Not financial advice.

Positive

• Raised $100,000,450 gross proceeds via private placement
• Full exercise of agents' option increases total financing
• Funds allocated to Indiana and Andacollo Chile project development
• Strong insider and strategic investor participation in 52,764,000 units
• No new control persons created under TSXV rules
• Admission of 181,819,000 new shares to AIM around 2 June 2026

Negative

• Cash commission of $5,000,022.50 paid to agents (about 5% of proceeds)
• Issuance of 181,819,000 new shares dilutes existing shareholders
• 7,272,750 compensation warrants add potential future dilution
• Use of proceeds tied to Andacollo acquisition, still requiring shareholder approval
• Board may reallocate proceeds if Andacollo acquisition does not complete

Not for distribution to U.S. newswire services or dissemination in the United States

TORONTO, ON / ACCESS Newswire / May 28, 2026 / Galantas Gold Corporation (TSXV:GAL)(AIM:GAL)(OTCQB:GALKF) ("Galantas" or the "Company") is pleased to announce that the Company has completed its previously announced private placement (the "Offering") of 181,819,000 units of the Company (each, a "Unit") at a price of $0.55 per Unit (the "Offering Price"), for aggregate gross proceeds of $100,000,450, which included the full exercise of the option (the "Agents' Option") granted to the Agents (as defined below). The Offering was led by Canaccord Genuity Corp. ("Canaccord") as lead agent and sole bookrunner on behalf of a syndicate of agents including Haywood Securities Inc., SCP Resource Finance LP and BMO Nesbitt Burns Inc. (collectively with Canaccord, the "Agents").

Each Unit is comprised of one common share of the Company (a "Galantas Share") and one-half of one Galantas Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Galantas Share for $0.80 per Galantas Share for a period of 24 months from the date hereof, subject to adjustment and acceleration in certain circumstances as set out in the warrant indenture between Galantas and TSX Trust Company. As compensation for their services, the Company: (i) paid to the Agents a cash commission of $5,000,022.50 representing approximately 5.0% of the aggregate gross proceeds of the Offering (including gross proceeds from the Agents' Option); and (ii) issued to the Agents 7,272,750 compensation warrants ("Compensation Warrants"). Each Compensation Warrant entitles the holder thereof to acquire one Galantas Share at the Offering Price for a period of 24 months from the date hereof.

The net proceeds of the Offering are expected to be used to fund exploration and development work on the Indiana Gold and Copper Project and the Andacollo Gold Project in Chile upon completion of the acquisition thereof (the "Andacollo Acquisition"), and for general corporate and working capital purposes. Completion of the Andacollo Acquisition is subject to Galantas shareholder approval and other customary closing conditions, but is it not subject to closing of the Offering. In the event the Andacollo Acquisition does not receive the requisite Galantas shareholder approval or is terminated for any other reason, the net proceeds of the Offering will be reallocated at the discretion of the Company's board of directors.

Mario Stifano, CEO of Galantas commented: "I am extremely pleased to announce the successful completion of this $100 million private placement with strong support from strategic shareholders including Eric Sprott, Ocean Partners and Melquart. Galantas has the financial strength to rapidly advance both the Indiana Gold and Copper project and the Andacollo Gold project in Chile upon completion of the Andacollo Acquisition. These funds will enable us to accelerate exploration and development with the goal of achieving production in early 2027. We are grateful for the continued support of our existing shareholders and new investors as we focus on delivering shareholder value by bringing our projects to production".

Certain "Insiders" of the Company (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV")) purchased an aggregate of 52,764,000 Units under the Offering, which constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering, insofar as it involves the Insiders, does not exceed 25% of the market capitalization of the Company.

Ocean Partners UK Limited ("Ocean Partners") participated in the Offering for 14,600,000 Units and Eric Sprott (through 2176423 Ontario Ltd.) participated in the Offering for 36,364,000 Units. Following the completion of the Offering, Ocean Partners and Eric Sprott hold approximately 13.32% and 18.45% of the issued and outstanding Galantas Shares, respectively.

No new "Control Persons" (as such term is defined under the policies of the TSXV) were created in connection with the Offering. In addition, the terms of the Warrants restrict any holder from exercising any Warrants to the extent such exercise would result in any holder owning or controlling 20% or more of the then issued and outstanding Galantas Shares (calculated on a partially diluted basis).

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Any securities issued under the Offering will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the date hereof.

AIM Rule 13 - Related-Party Transaction

Melquart Limited ("Melquart"), a shareholder with 10.38% ownership of Galantas prior to the completion of the Offering, participated in the Offering for 1,800,000 Units, purchasing these Units for a total consideration of $990,000 (the "Melquart Participation"). Ocean Partners, a shareholder with 15.06% ownership of Galantas prior to the completion of the Offering, participated in the Offering for 14,600,000 Units, purchasing these Units for a total consideration of $8,030,000 (the "Ocean Partners Participation"). Eric Sprott a shareholder with 17.94% ownership of Galantas prior to the completion of the Offering, participated in the Offering for 36,364,000 Units, purchasing these Units for a total consideration of $20,000,200 (the "Eric Sprott Participation")

Melquart, Ocean Partners and Eric Sprott are deemed related parties to the Company for the purposes of the AIM Rules for Companies, and the Melquart Participation, Ocean Partners Participation and Eric Sprott Participation are considered related-party transactions for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the directors of the Company, having consulted with their Nominated Adviser, consider the terms of the Melquart Participation and the Eric Sprott Participation to be fair and reasonable insofar as the Company's shareholders are concerned.

The independent directors of the Company in respect of the Ocean Partners Participation (being all directors excluding Brent Omland who is Chief Executive Officer of Ocean Partners), having consulted with their Nominated Adviser, consider the terms of the Ocean Partners Participation to be fair and reasonable insofar as the Company's shareholders are concerned.

Following the Melquart Participation, Melquart holds 59,172,977 Galantas Shares, representing approximately 8.05% of the Company's issued share capital. Following the Ocean Partners Participation, Ocean Partners holds 97,848,612 Galantas Shares, representing approximately 13.32% of the Company's issued share capital. Following the Eric Sprott Participation, Eric Sprott holds 135,530,667 Galantas Shares, representing approximately 18.45% of the Company's issued share capital.

Issued Share Capital on Admission and Total Voting Rights

Application will be made for the admission of 181,819,000 Galantas Shares pursuant to the Offering for trading on AIM, with admission expected to occur on or around 2 June, 2026 ("Admission").

Following Admission, the Company's issued share capital will consist of 734,628,488 common shares each with one voting right per share. The Company notes that the figure of 734,628,488 for the total issued share capital referred to in this news release is accurate and correct.

When calculating the total number 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 Corporation

Galantas Gold Corporation 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 Indiana Project in Chile and has entered into a definitive share purchase agreement to acquire the Andacollo Project through the acquisition of Sol, subject to applicable approvals and closing conditions. Galantas' strategy is to build long-term shareholder value through disciplined capital allocation, technically rigorous project evaluation, and responsible development of high-quality mineral assets.

Enquiries

Galantas Gold Corporation
Mario Stifano: Chief Executive Officer
Email: info@galantas.com
Website: www.galantas.com
Telephone: +44(0)28 8224 1100

Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, Elliot Peters
Telephone: +44(0)20 7383 5100

SP Angel Corporate Finance LLP (AIM Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales & Brokering)
Telephone: +44(0)20 3470 0470

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including the expected use of proceeds from the Offering, the expectation that the Andacollo Acquisition will be completed, and plans for the Company, the Indiana Project and the Andacollo Gold Project following completion of the Offering and the Andacollo Acquisition, as applicable. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results, the performance or achievements to differ materially from those expressed or implied by the forward- looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas' forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this news release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this news release, except as required by law.

SOURCE: Galantas Gold Corporation

View the original press release on ACCESS Newswire

FAQ

What are the key terms of the Galantas Gold (GALKF) $100 million private placement?

Galantas Gold raised $100,000,450 by issuing 181,819,000 units at $0.55 each. According to Galantas, each unit includes one share and half a warrant, with full warrants exercisable at $0.80 for 24 months, plus standard Canadian hold periods.

How will Galantas Gold (GALKF) use the proceeds from the May 28, 2026 private placement?

The proceeds are earmarked primarily for exploration and development of the Indiana Gold and Copper Project and the Andacollo Gold Project. According to Galantas, remaining funds will support general corporate purposes and working capital, with flexibility if the Andacollo acquisition does not close.

How does the May 2026 private placement affect Galantas Gold (GALKF) share count and voting rights?

The placement adds 181,819,000 new shares, taking total issued share capital to 734,628,488. According to Galantas, each share carries one vote, and investors should use 734,628,488 as the denominator when calculating notification thresholds under applicable disclosure rules.

What insider and strategic investor participation occurred in the Galantas Gold (GALKF) private placement?

Insiders subscribed for 52,764,000 units, making the deal a related-party transaction under MI 61-101 and AIM rules. According to Galantas, Melquart, Ocean Partners and Eric Sprott participated, holding approximately 8.05%, 13.32% and 18.45% of shares respectively after completion.

When will the new Galantas Gold (GALKF) shares from the private placement trade on AIM?

Application will be made for the 181,819,000 new shares to be admitted to AIM around June 2, 2026. According to Galantas, these securities will be subject to a four-month-and-one-day hold period under Canadian securities laws.

What are the warrant terms attached to Galantas Gold (GALKF) units in the private placement?

Each unit includes half a warrant, with each whole warrant exercisable at $0.80 per share for 24 months. According to Galantas, warrant terms include adjustment and acceleration provisions and caps preventing any holder from exceeding 20% ownership on a partially diluted basis.

What happens to Galantas Gold (GALKF) private placement proceeds if the Andacollo acquisition is not completed?

If the Andacollo acquisition does not receive shareholder approval or is otherwise terminated, the funds can be reallocated. According to Galantas, the company’s board will determine an alternative use of the net proceeds at its discretion.