Galantas Gold closes acquisition of Andacollo Gold

Galantas Gold Corp. [TSXV: GAL; OTC: GALKF] reported that the company 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 US$1.5 million and the assumption of certain obligations to the former shareholders of Compañía Minera e Inmobiliaria Dragones SpA under a share purchase agreement between Galantas and Robert Sedgemore dated January 6, 2026. The transaction provides Galantas with a 100% ownership interest in the Andacollo Oro 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.”

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. 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, 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.

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).

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, 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 four-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 shareholder approval as required by MI 61-101 and TSXV policies, respectively.

The Andacollo Gold Project is subject to two silver stream 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., 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.

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.

The company is currently advancing the development of the Indiana Project and the Andacollo Gold Project in Chile.