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Completion of Acquisition of Andacollo Project

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Galantas Gold Corporation has completed its acquisition of the Andacollo Gold Project in Chile for a total cash consideration of US$32.5 million, including an initial US$1.5 million payment and staged payments through December 31, 2029. The company also issued 91,313,890 common shares to a former shareholder, representing 11.1% of the issued shares post-transaction. Galantas plans to restart operations with the objective of commencing gold production in 2027, while also evaluating copper potential and targeting higher-grade gold zones through an aggressive drill program. The project is subject to silver stream agreements with K2 Resources Inc. and ExGen Resources Inc.

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TORONTO, Ontario - June 23, 2026 - Galantas Gold Corporation ("Galantas" or the "Company") ) (TSX-V: GALAIM: GAL) is pleased to announce that the Company has completed its previously announced acquisition (the "Transaction") of all of the issued and outstanding shares of Sol de Oro Mining Ltd. ("Sol") in exchange for a cash payment of US$1.5 million and the assumption of certain obligations to the former shareholders of Compañía Minera e Inmobiliaria Dragones SpA ("Dragones"), pursuant to a share purchase agreement between Galantas and Robert Sedgemore dated January 6, 2026 (the "Agreement"). The Transaction provides Galantas with a 100% ownership interest in the Andacollo Oro Project (the "Andacollo Gold Project"), located in the Coquimbo Region of central Chile.

Mario Stifano, CEO 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 build out of our operational workforce 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% of Compañía Minera OXI SpA ("OXI"), which owns 100% of the shares of Dragones, the owner of the Andacollo Gold Project, pursuant to certain share purchase agreements dated January 6, 2026 with the former Dragones shareholders (the "Dragones Agreements"). 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 US$32.5 million, which includes US$27.5 million payable by the Company to the Dragones shareholders, the Sol Payment (as defined below), the assumption of the Streaming Agreements (as defined below) for US$0.5 million and the assumption of US$3.0 million of debt under the Promissory Note (as defined below).

These payments will occur through structured staged cash payments by December 31, 2029, in order to align with development planning and capital discipline, and are broken down as follows:

  • On January 6, 2026: US$3.5 million was paid by OXI to former Dragones shareholders, which was funded by the Streaming Agreements for US$0.5 million and a promissory note from Ocean Partners UK Ltd. for US$3.0 million (the "Promissory Note") (such Streaming Agreements and Promissory Note have been assumed by the Company as of the closing of the Sol Transaction ("Closing")).
  • On Closing: US$1.5 million was paid to Robert Sedgemore (the "Sol Payment").
  • On December 31, 2026: US$3.5 million is payable to the Dragones shareholders.
  • On December 31, 2027: US$4.0 million is payable to the Dragones shareholders.
  • On December 31, 2028: US$6.0 million is payable to the Dragones shareholders.
  • On December 31, 2029: US$14.0 million is payable to the Dragones shareholders.

In addition to the cash consideration, Mr. Luis Catril, the controlling shareholder of Dragones, has been issued 91,313,890 common shares of Galantas (representing 19.9% and 11.1% of the issued and outstanding common shares of Galantas as of January 6, 2026 and Closing, respectively). Such common shares are subject to a standard 4-month hold period in accordance with applicable securities laws.

Prior to Closing, Sol was owned 100% by Robert Sedgemore. Robert Sedgemore is an executive officer of Galantas and is a Non-Arm's Length Party as defined in the TSXV 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 ("MI 61-101") and TSXV policies. The Transaction has received minority approval and disinterested shareholder approval as required by MI 61-101 and TSXV policies, respectively.

The Andacollo Gold Project is subject to two silver stream agreements (the "Streaming Agreements"), requiring delivery of 33.4% and 66.6% of each payable ounce of silver produced at the Andacollo Gold Project to K2 Resources Inc. ("K2") and ExGen Resources Inc. ("ExGen"), 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% and 33.3% 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 annum until paid.

Additional details regarding the Transaction and the Andacollo Gold Project are included in Galantas' press releases dated January 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+ at www.sedarplus.ca.

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 ("Admission").

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.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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