C$13.5M Upsized Financing and Acquisition Update
Galantas Gold Corporation has announced an upsized private placement to raise C$13.5 million through the sale of units at C$0.08 each, with warrants exercisable at C$0.12 for 36 months, and is also progressing its acquisition of RDL Mining Corp. for approximately 132 million common shares valued at C$10.6 million, representing 49.99% of the post-offering shares, and a 2% net smelter returns royalty. The net proceeds from the financing will fund exploration and option payments for the Indiana Project, while RDL's assets include an option to acquire the Indiana gold-copper project requiring US$15 million in payments over five years and a copper stream agreement. Trading in Galantas shares remains halted pending regulatory approvals.
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Galantas Gold Announces C$13.5 Million Upsized Financing and Provides Update on Acquisition of RDL Mining Corp.
Not for distribution to U.S. newswire services or dissemination in the United States
TORONTO, November 21, 2025 -- Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQB: GALKF) ("Galantas" or the "Company") is pleased to announce that, as a result of strong investor demand, the Company has agreed with Canaccord Genuity Corp. and Haywood Securities Inc. (together, the "Agents") to increase the size of its previously announced "best efforts" private placement of units of the Company (each, a "Unit") to raise aggregate gross proceeds of up to C$13.5 million (the "Offering"), consisting of 168,750,000 Units at a price of C$0.08 per Unit (the "Offering Price"). The size of the over-allotment option (the "Agents' Option") granted to the Agents will be upsized to permit the Agents to raise up to an additional C$2,025,000 through sales of up to 25,312,500 additional Units at the Offering Price.
Each Unit will be comprised of one common share of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.12 for a period of 36 months from the closing of the Offering.
As compensation for their services, the Company will pay to the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including gross proceeds from the Agents' Option, if any), subject to reduction to 3.0% of the gross proceeds of up to C$1,100,000 (increased from C$500,000 as previously announced) from purchasers on the president's list to be agreed between the Company and Canaccord Genuity Corp. (the "President's List"), and the Company will issue to the Agents compensation warrants ("Compensation Warrants") in an amount equal to 7.0% of the Units sold in the Offering (including Units sold pursuant to the Agents' Option, if any), subject to reduction to 3.0% for purchasers on the President's List. Each Compensation Warrant will entitle the holder thereof to acquire one Common Share for the Offering Price for a period of 24 months from the closing date of the Offering.
The net proceeds from the Offering will be used to fund exploration work on the Indiana Project (as defined below), to fund Option Payments (as defined below) in respect of the Indiana Project, and for general corporate and working capital purposes.
There is no minimum amount of Units that must be sold in the Offering as a condition to its completion. Completion of the Offering is expected to occur on or around December 10, 2025, and is subject to obtaining the required approvals of the TSX Venture Exchange (the "TSXV") and satisfaction of customary closing conditions.
Any subscriber that becomes an insider of the Company will file a personal information form with the TSXV for their review and approval. The Warrants will restrict any holder from exercising any Warrants that would result in any holder owning or controlling 20% or more of the then issued and outstanding Common Shares (calculated on a partially diluted basis).
Update on Acquisition of RDL Mining
The Company's planned acquisition (the "Transaction") of all of the issued and outstanding common shares of RDL Mining Corp. ("RDL") in exchange for Common Shares, pursuant to a share purchase agreement dated November 13, 2025, among Lawrence Roulston, Robert Sedgemore, Dorian L. (Dusty) Nicol (collectively, the "RDL Shareholders") and Galantas, continues to progress toward closing. The Company wishes to provide certain additional information in respect of the Transaction.
As consideration under the Transaction, each RDL Shareholder will receive approximately 44 million Common Shares, for an aggregate of approximately 132 million Common Shares (collectively, the "Consideration Shares"), which represents 49.99% of the issued and outstanding Common Shares following the issue of the Consideration Shares, before taking into account Common Shares issued under the Offering. None of the RDL Shareholders are participating in the Offering. If the maximum amount is raised under the Offering, each RDL Shareholder will hold approximately 10.2% of the issued and outstanding Common Shares. The deemed issue price of each Consideration Share is C$0.08, for an aggregate value of approximately C$10.6 million. The Consideration Shares will be held in escrow in accordance with TSXV Policy 5.4 following the completion of the Transaction. As additional consideration under the Transaction, each RDL Shareholder will be granted a 0.66% net smelter returns ("NSR") royalty payable by Galantas in respect of the Indiana Project, for an aggregate NSR royalty of approximately 2%.
The total consideration paid under the Transaction to RDL Shareholders in exchange for all of the issued and outstanding common shares of RDL was determined pursuant to arm's length negotiations between the management and board of directors of Galantas and RDL. No finder fees were paid in relation to the Transaction. After consultation with its financial and legal advisors, the board of directors of Galantas unanimously approved the entering into of the Transaction.
RDL was incorporated on July 18, 2025 under the laws of British Columbia. As of September 30, 2025, based on RDL's unaudited interim financial statements, RDL had total assets of C$189,425, total liabilities of C$223,658 and total equity of C$(34,233). For the period between its incorporation and September 30, 2025, RDL had a net loss of C$(34,263). Subsequent to September 30, 2025, RDL has entered into the following material agreements:
· A definitive option agreement with Minería Activa SpA ("Activa") to acquire a 100% interest in the Indiana gold-copper project located in Chile (the "Indiana Project"), which is currently owned by Activa, on the satisfaction of certain conditions (the "Option"). In order to exercise the Option, RDL must make payments totaling US$15 million to Activa over a period of five years, with the first payment consisting of US$50,000 paid by RDL from the proceeds of the Copper Stream (as defined below) and US$450,000 paid by Ocean Partners UK Limited as an advance to Galantas and paid to Activa in the fourth quarter of 2025. The remaining payments consist of US$1 million in years one and two, US$2 million in years three and four and a final payment of US$8.5 million in year five (collectively, the "Option Payments").
· A copper stream agreement with 1555070 B.C. Ltd. ("155") in respect of a copper stream at the Indiana Project for a total upfront payment of C$550,000 in return for a fixed percentage of copper produced at the Indiana Project to be delivered at a discount to the prevailing copper price (the "Copper Stream"). This C$550,000 payment has been made to RDL. In return, RDL will deliver to 155 6% of the payable copper delivered from the Indiana Project, until 2,000,000 pounds of copper have been delivered, after which RDL will deliver to 155 3% of the payable copper produced at the Indiana Project, for which 155 will pay 20% of the spot price on delivery.
Following completion of the Transaction, the board of directors of Galantas will be comprised of six members, being Mario Stifano, Róisín Magee, James Clancy, David Cather, Brent Omland (existing directors of Galantas) and Lawrence Roulston (a new director and a current RDL Shareholder). In addition, Robert Sedgemore will be appointed as Senior Vice President, Operations, of Galantas following completion of the Transaction.
· Mr. Roulston is a mining professional with a B.Sc. in geology with over 40 years of diverse experience in the mining industry. He is a co-founder and the Chairman of Metalla Royalty and Streaming Ltd. (NYSE: MTA) and the Managing Director of WestBay Capital Advisors, providing business advisory and capital markets expertise to the junior and mid-tier sectors of the mining industry. Previously, he was President of Quintana Resources Capital ULC, a company which provided resource advisory services for United States private investors. Before that, he was a mining analyst and consultant, as well as the editor of "Resource Opportunities", an independent investment publication focused on the mining industry. For the first 20 years of his career, Mr. Roulston was involved in management of both large and junior resource companies. Mr. Roulston been a Director of MTB Metals Corp. since December 15, 2017, as well as the President and CEO since July 27, 2018. He has also been a Director of GT Resources Inc. since March 28, 2019 and has served as a director of several other companies.
- Mr. Sedgemore is a process engineer with over 25-years of international experience in the mining industry involved in the design, construction, commissioning and optimization of mineral processing plants in multiple jurisdictions worldwide including extensive experience in South America, including major Chilean mines (Escondida, Chuquicamata, Zaldivar), having worked with BHP, Placer Dome, and IFC Principal Mining Specialist. Mr. Sedgemore is a graduate of the Haileybury School of Mines.
The RDL Shareholders do not have any special relationship with each other, except in their capacities as current directors, officers and shareholders of RDL, as applicable.
Subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction in the fourth quarter of 2025.
Trading Halt
Trading in the Common Shares of Galantas is currently halted in accordance with TSXV Policy 5.3.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.