Galantas Gold Acquires RDL Mining to Advance Indiana Gold-Copper Project in Chile

Deal terms and ownership – a big share issuance and board additions

Galantas will issue approximately 132 million new shares to the three RDL shareholders (around 44 million each). Post-issue, those RDL shares will represent 49.99% of the company. Following completion of the acquisition and the financing, each RDL shareholder is expected to hold about 12.5%. That is meaningful dilution, but it brings the Indiana option and a seasoned team into the tent.

• New appointments: Lawrence Roulston to the board (C$30,000 per annum fee) and Robert Sedgemore as Senior VP, Operations. Dorian L. (Dusty) Nicol will advise on exploration.
• New royalties: each RDL shareholder gets a 0.66% net smelter returns (NSR) royalty on Indiana – approximately 2% in aggregate.
• Approvals and timing: TSX Venture Exchange approval and standard conditions apply. Targeted closing in Q4 2025.

The Minería Activa option – payments, commitments and lease terms

RDL’s option to acquire 100% of Indiana requires US$15 million in staged payments over five years, plus work commitments. An initial US$500,000 has been advanced by Ocean Partners UK Limited and paid to Activa in Q4 2025, to be repaid from the financing.

Option payments to Activa (US$)	Amount
Q4 2025 (Ocean Payment)	US$500,000
Year 1	US$1,000,000
Year 2	US$1,000,000
Year 3	US$2,000,000
Year 4	US$2,000,000
Year 5	US$8,500,000
Total	US$15,000,000

Work commitments: at least US$1 million per year on exploration and development, plus a minimum of 500 metres of exploration drifts and/or 2,500 metres of drilling over the option period (with an equivalence of 1 metre drift to 5 metres drilling).

Lease NSR until exercise: RDL will lease the project and pay a 10% NSR to Activa. Before commercial production, that rent will be at least 25% of the option payment due for the year. Once in commercial production, the NSR will not be greater than 50% of that year’s option payment. There is also an existing 2.5% NSR on about 40% of the concessions payable to an underlying owner.

Funding package – private placement, warrants and fees

Alongside the acquisition, Galantas plans to raise up to $7 million through a brokered private placement of up to 87,500,000 units at $0.08 per unit. Each unit is one share plus one warrant exercisable at C$0.12 for 36 months. Canaccord Genuity and Haywood are co-leads on a best-efforts basis.

Financing term	Detail
Size	Up to $7 million
Units	Up to 87,500,000 at $0.08 each
Warrant	1 per unit, C$0.12 strike, 36 months
Over-allotment	Agents’ option up to C$1.05 million
Fees	7.0% cash commission and 7.0% compensation warrants (reduced to 3.0% for President’s List purchasers up to C$500,000)
Comp warrants	Exercisable at C$0.08 for 24 months
Closing	Expected on or around 4 December 2025, subject to TSXV approval

Use of proceeds: Indiana exploration, option payments and general working capital. Insiders are expected to participate, with MI 61-101 exemptions relied upon. Securities will be subject to a four-month-and-one-day hold.

Royalties and streams – read the small print on future cash flow

• Lease NSR: 10% payable to Activa until the option is exercised, as described above.
• Underlying NSR: 2.5% on approximately 40% of current concessions, payable by RDL (including after option exercise).
• New NSR to vendors: approximately 2% aggregate NSR to the three RDL shareholders.
• Copper stream: RDL agreed a C$550,000 upfront payment from 1555070 B.C. Ltd in exchange for 6% of payable copper delivered until 2,000,000 pounds, then 3% thereafter, with 155 paying 20% of spot on delivery.

Why it matters: the stack of royalties and the copper stream will reduce future operating margins. The lease NSR is temporary until option exercise, but the vendors’ NSR, the underlying NSR (on part of the ground) and the copper stream are ongoing obligations that investors should factor into project valuation.

What I like – and what to watch

Positives

• Operating mine with two declines offers a fast-track route to production if financing and permits align.
• High-grade historical resource and very good metallurgical recoveries are encouraging, pending an updated NI 43-101 resource before the end of November 2025.
• Strong local infrastructure near Copiapó reduces development friction.
• Experienced leadership additions – Roulston and Sedgemore – bring credibility in execution.
• Over 20 veins and breccia targets remain untested across 25 km of structures – substantial exploration runway.

Risks and constraints

• Dilution is heavy – approximately 132 million new shares for 49.99% post-issue ownership to RDL vendors, plus up to 87.5 million placement shares and full warrant overhang.
• Option payment schedule back-end loaded – US$8.5 million in year five – and the project carries multiple royalties and a copper stream.
• The 2013 resource is historical and non-current; the updated estimate is not yet published.
• Closing risk remains – TSXV approvals and standard conditions apply for both the transaction and financing.