Galantas Gold Announces Strategic Acquisition of Andacollo Oro Gold Project in Chile

Historical resources and reserves – read the fine print

The project carries a historical mineral resource estimate from an August 23, 2021 NI 43-101 technical report. These are not current resources or reserves for Galantas, and the company is not treating them as such. A new NI 43-101 report and updated resource will be needed after closing.

• Measured and Indicated: 130.0 Mt at 0.48 g/t Au for 2.02 Moz
• Inferred: 358.0 Mt at 0.45 g/t Au for 5.06 Moz
• Total: 488.0 Mt at 0.46 g/t Au for 7.08 Moz

The historical reserve within M&I was 40.74 Mt at 0.64 g/t Au for 0.83 Moz. The historical resource used US$1,750/oz gold and a 0.15 g/t cut-off. The historical reserve used US$1,550/oz and a 0.20 g/t cut-off. Again, these figures are historical and will need verification.

Deal terms, staged payments and dilution explained

Total cash consideration is US$32.0 million, staged over four years to align with development pacing. On closing, US$4.5 million is due, comprising the assumption of about US$3.0 million of debt at OXI and Sol, plus US$1.5 million payable to Sol’s shareholder, Robert Sedgemore, for 100% of Sol (the Sol Payment).

• On closing: US$4.5 million in total, including approx. US$3.0 million debt assumed and US$1.5 million Sol Payment
• 31 December 2026: US$3.5 million
• 31 December 2027: US$4.0 million
• 31 December 2028: US$6.0 million
• 31 December 2029: US$14.0 million

In addition, on closing Luis Catril, the controlling shareholder of Dragones, will receive 91,313,890 Galantas shares, equal to 19.9% of the issued and outstanding shares as of 6 January 2026. These will be issued at a deemed market price, subject to TSXV and Galantas shareholder approvals, and may be subject to resale restrictions and escrow.

Importantly, if the staged payments to former Dragones shareholders are not completed, the shares of Dragones revert to the sellers and any partial payments are forfeited. Galantas expects to fund the cash consideration through a combination of future financing and working capital.

Related-party angle and governance safeguards

Sol, the vehicle being acquired, is 100% owned by Robert Sedgemore, an executive officer of Galantas. That makes this a related party transaction under MI 61-101 and the AIM Rules. The board negotiated terms on a commercial basis, relied on exemptions from a formal valuation, and the transaction needs minority shareholder approval under MI 61-101.

For AIM purposes, the independent directors, having consulted the company’s Nominated Adviser, consider the Sol Payment fair and reasonable for shareholders. No finder fees were paid.

Streams and encumbrances to note

The property has existing silver streams with K2 Resources Inc. and ExGen Resources Inc. Deliveries are 33.4% of payable silver to K2 and 66.6% to ExGen until 333,334 ounces and 666,667 ounces are delivered, respectively. After that, the ongoing streams reduce to 16.7% and 33.3% of payable silver. This does not affect gold, but it does skim value from any silver by-product.

Exploration upside – copper wrinkles and structural targets

There is scope to improve grade by angle-drilling higher-grade feeder structures, as past drilling was mostly vertical. There is potential to extend mineralisation along strike and down-dip. Drilling between the project and Teck’s pit in 2011 returned up to 30 metres at 0.53% copper, and there are indications of a chalcocite-enriched copper blanket in the transition zone. None of this is guaranteed, but it broadens the optionality beyond oxide gold.

Conditions to closing and what to watch next

• TSXV approval, including Fundamental Acquisition status
• All applicable regulatory approvals
• Required shareholder approvals, including minority approval under MI 61-101
• Customary closing conditions

Galantas is preparing a new NI 43-101 report and intends to file it after completion. The company is also advancing its Indiana Gold-Copper Project, with a Preliminary Economic Assessment underway and drilling planned in Q1 2026, subject to permitting, financing and approvals.

Key numbers at a glance

Item	Figure
Total cash consideration	US$32.0 million (staged to 2029)
Closing outlay	US$4.5 million (incl. approx. US$3.0 million debt assumed + US$1.5 million Sol Payment)
Share issuance to Dragones’ controller	91,313,890 shares (19.9% of issued shares as of 6 January 2026), subject to approvals
Historical M&I resource	130.0 Mt at 0.48 g/t Au for 2.02 Moz
Historical inferred resource	358.0 Mt at 0.45 g/t Au for 5.06 Moz
Historical probable reserve	40.74 Mt at 0.64 g/t Au for 0.83 Moz
Past production	1.12 Moz Au cumulative, peak year approx. 135,000 oz
Sol consolidated assets	US$4,275,908 (£3,168,918)
Sol consolidated liabilities	US$4,343,429 (£3,218,958)
Sol profit/(loss) for 2025	(US$67,521) ((£50,040))

My take – a bold bid for scale, with clear caveats

This is a meaningful swing for Galantas. On the positive side, it adds a large-scale, permitted, past-producing heap leach asset with existing infrastructure and an ADR plant, in a mining-friendly district. The staged consideration, reversion mechanism and existing pads suggest a capital-disciplined approach with optionality to phase development after updated studies.

The caveats are real. It is a related party transaction that needs minority approval. The resource and reserve figures are historical and will need to be refreshed. Funding is “to be arranged” through financing and working capital, so equity or debt raises are likely. The silver streams bite into by-product value. And while the district is strong, timelines for a Fundamental Acquisition and a new NI 43-101 can stretch.

Net-net, if Galantas executes on the technical de-risking and financing, this acquisition could transform the company’s scale and profile in Chile, alongside progress at Indiana. For now, the value hinge sits on approvals, the new technical report, and clarity on the development plan and funding path.