Sale Of Remaining Interest In Omagh Gold Project

Mario Stifano, CEO of Galantas, commented: "The completion of this transaction marks an important step in Galantas' continued strategic repositioning. The sale crystallizes value from our remaining minority interest in the Omagh Project, strengthens the Company's balance sheet through the receipt of cash proceeds and the settlement of indebtedness owing to Ocean Partners, and allows Galantas to focus its resources on advancing its portfolio of gold and copper assets in Chile. We believe this transaction is in the best interests of the Company and its shareholders, and we thank Ocean Partners for its ongoing commitment to the Omagh Project."

Pursuant to the Agreement, Cavanacaw sold to Ocean Partners all of Cavanacaw's right, title and interest in and to 20,000 shares of Flintridge Resources Limited ("Flintridge") and 215,208 shares of Omagh Minerals Limited ("Omagh"), representing Galantas' remaining 20% indirect interest in the Omagh Project (the "Transaction"). Flintridge and Omagh hold interests in, or otherwise relate to, the Omagh Project. The 20% interest in Flintridge and Omagh Minerals was held by the Company as an investment in associate, with a carrying value of approximately US$4.1 million (CAD$5.8 million) as at 30 June 2026, the Company's share of the loss attributable to this interest, was approximately US$72,457 (CAD$101,790) for the six months ended 30 June 2026.

The aggregate consideration paid by Ocean Partners to Cavanacaw under the Agreement was US$5.0 million. At closing, approximately US$3.26 million of indebtedness owing by the Company to Ocean Partners pursuant to an existing promissory note and other indebtedness was satisfied, set off or otherwise discharged in accordance with the Agreement, with the balance of the consideration paid in cash.

Following completion of the Transaction, Galantas no longer holds any equity interest in the Omagh Project and will no longer have a right to convert the disposed 20% equity interest in Flintridge into a 3.00% net smelter return royalty. The Transaction is consistent with the Company's strategy of focusing its capital and management resources on its current portfolio of gold and copper assets, including the Andacollo Gold Project, the Indiana Project and the Company's other mineral interests.

Ocean Partners is a substantial shareholder of the Company and Brent Omland, a director of the Company, is also the Chief Executive Officer of Ocean Partners. Mr. Omland disclosed the nature and extent of his interest in the Agreement and the Transaction to the Company's board of directors, and did not participate in the board's deliberations or vote on the Transaction, in accordance with the Canada Business Corporations Act. The disinterested directors of the Company consider the terms of the Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

Ocean Partners holds more than 10% of the Company's voting rights and is therefore a related party for the purposes of the AIM Rules for Companies. The Transaction is accordingly considered a related party transaction. Mr. Omland, as Chief Executive Officer of Ocean Partners, is not independent and has been excluded from the Board's consideration of the Transaction. The directors, other than Mr. Omland, having consulted with the Company's Nominated Adviser, consider the Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

In addition, 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 TSX Venture Exchange (the "TSXV") Policy 5.9, as Ocean Partners beneficially owns or exercises control or direction over more than 10% of the outstanding common shares of the Company. The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market, and the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101, as the fair market value of the subject matter of, and the consideration for, the Transaction, does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

As described above, no formal valuation was obtained in connection with the Transaction, as the Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101. There has been no prior valuation in respect of the Company that relates to the subject matter of, or is otherwise relevant to, the Transaction within the 24 months before the date hereof. No special committee was formed in connection with the Transaction, and there were no materially contrary views or disagreements expressed by any director in connection with the board's approval of the Transaction. Other than the Agreement and the related documentation entered into in connection with the settlement, set-off, discharge or assignment of the indebtedness described above, the Company is not aware of any agreement entered into by the Company or any related party of the Company with Ocean Partners or any joint actor with Ocean Partners in connection with the Transaction.

Additional details regarding the Company's prior transaction with Ocean Partners in respect of the Omagh Project are included in Galantas' initial press release of the prior transaction on 9 June 2025, the press release of the completion of the prior transaction dated September 24, 2025, and in the Company's continuous disclosure filings, each of which is available on the Company's profile on SEDAR+ at www.sedarplus.ca.