Galantas GOLD Enters into Binding Term Sheet FOR Joint Venture with Ocean Partners UK Limited to Develop Omagh GOLD Project in Northern Ireland US$3.0 Million Investment FOR Exploration and Restart Plan, Shares FOR Debt Transactions and Notice of Annual General
GALANTAS GOLD ENTERS INTO BINDING TERM SHEET FOR JOINT
VENTURE WITH OCEAN PARTNERS UK LIMITED TO DEVELOP OMAGH
GOLD PROJECT IN NORTHERN IRELAND
US$3.0 MILLION INVESTMENT FOR EXPLORATION AND RESTART PLAN,
SHARES FOR DEBT TRANSACTIONS AND NOTICE OF ANNUAL GENERAL
MEETING AND SPECIAL MEETING
JUNE 9, 2025 , TORONTO, CANADA – Galantas Gold Corporation (TSX -V & AIM: GAL;
OTCQB: GALKF) (“Galantas” or the “Company”) is pleased to announce that it has entered into
a Binding Term Sheet with Ocean Partners UK Limited (“Ocean Partners”) on June 6, 2025 to
joint venture the high -grade Omagh Gold Project in County Tyrone, Northern Ireland (the
“Omagh Project”) . Ocean Partners will exchange approximately US$14 million (GBP £ 10.3
million) in existing loans for an 80% interest in Flintridge Resources Limited (“Flintridge”) and an
80% interest in Omagh Minerals Ltd (“Omagh Minerals”) , subsidiaries of Galantas which
together own the Omagh Project (the “Proposed Transaction”). The remaining 20% interest in
Flintridge and 20% interest in Omagh Minerals will be retained by Galantas. Following the
Proposed Transaction, Ocean Partners will have the option to convert the approximately US$1
million (GBP £738,481) of remaining debt into a 0.001% interest in Flintridge at any time after
mining has restarted on the Omagh Project.
Ocean Partners will invest an initial US$3 million (GBP £2.2 million) in the Omagh Project for
exploration, a restart plan and general and administrative costs for a period of up to one year
(the “Initial Term”) . After the Initial Term, Ocean Partners will have the option to invest a n
additional US$5 million (GBP £3.7 million) for exploration and commissioning a development
program for a period of up to one year (the “Second Term”). Galantas will be free carried on the
initial US$3 million (GBP £2.2 million) investment and will have the option to invest its pro-rata
share on future investments, including the Second Term.
Mario Stifano, CEO of Galantas, commented: “We are very pleased to enter into the Proposed
Transaction with Ocean Partners, a long-standing stakeholder who recognizes the district-scale
and high-grade potential of the Omagh Project. The Proposed Transaction represents a turning
point in the Omagh Project ’s development, enabling Galantas to benefit from a
recommencement in production amid rising gold prices, while also strengthening the Company's
balance sheet. The Company will have the benefit of receiving gold ounces once the Omagh
Project is restarted, while also advancing the Gairloch high-grade gold and copper VMS project
in Scotland. Upon closing of the Proposed Transaction, the joint venture intends to commence
a drill program targeting the high-grade zones at the Omagh Project’s Joshua Vein and test the
northern extension of the Kearney Vein.”
Rule 15 of the AIM Rules for Companies – Fundamental change of business
The Proposed Transaction constitutes a fundamental change in business under Rule 15 of the
AIM Rules for Companies by virtue of the size of the disposition and is subject to shareholder
approval at a meeting or by a written shareholders’ resolution signed by at least 50% of the
shareholders of the issuer. Notwithstanding the Company proposes to divest substantially all of
its trading business and assets, the Company will continue to be admitted to trading on AIM and
will not be classified as an AIM Rule 15 cash shell. If the Proposed Transaction is concluded,
Galantas will focus on initiating an inaugural mineral resource estimate at the Gairloch Project
in Scotland and also commence an exploration drilling program at Gairloch.
Upon closing of the Proposed Transaction, Ocean Partners and Galantas will sign a
shareholders agreement (the “Joint Venture”) focused on exploration and restart plans with
Ocean Partners as project operator. The board of directors of Flintridge shall be comprised of
four representatives of Ocean Partners and one representative of the Company for so long as
the Company owns at least a 10% interest in Flintridge. There will be no change to the board of
directors of the Company following the Proposed Transac tion. Flintridge will have a fixed
valuation of US$15 million (GBP £11.1 million) for future cash calls.
During the Initial Term, Galantas shall have the option (the “Galantas Option”) to convert its 20%
ownership interest in Flintridge into a 3.00% net smelter return royalty (the “3% NSR”). 50% of
the 3% NSR shall be subject to a buy -back provision for US$8 million (GBP £5.9 million) by
Flintridge. In the event that: (i) Galantas does not exercise the Galantas Option during the Initial
Term; and (ii) Galantas is diluted to below 10% ownership in Flintridge, the entirety of Galantas’
ownership shall automatically convert to a 1.5% net smelter return royalty (the “1.5% NSR”) .
The remaining 50% of the 1.5% NSR shall be subject to a buy -back provision for US$4 million
(GBP £3.0 million) by Flintridge.
Galantas has entered into an exclusivity period with Ocean Partners regarding the Proposed
Transaction, including without limitation, the settling of the form of Definitive Agreement s, until
the earlier of (i) the date of the execution of a mutually acceptable Definitive Agreements, (ii) the
date upon which Ocean Partners and Galantas mutually agree in writing to terminate
discussions, or (iii) June 30, 2025, unless extended by mutual agreement by Ocean Partners
and Galantas.
The Proposed Transaction remains subject to conditions precedent, including Ocean Partners
board approval and completion of due diligence by Ocean Partners, the completion of definitive
documentation and the receipt of all required approvals and consents, including shareholder
approval by Galantas shareholders as well as formal filings with and approval from the TSX
Venture Exchange.
Ocean Partners is a person closely associated with Brent Omland, a Director of Galantas (within
the meaning of the EU Market Abuse Regulation). Mr. Omland is Chief Executive Officer of
Ocean Partners and is a nominee of Ocean Partners on the board of Galantas and holds a
minority stake in, and is a director of, Ocean Partners' parent entity.
AIM Rule 13 – Related-party transaction
Melquart Limited (“Melquart”), a shareholder with 24.5% ownership, indicated that, subject to
approval by the Company's shareholders, it intends to convert US$875,000 (GBP £646,171) of
its debt held as a convertible note plus accrued interest of US$182,803 (GBP £ 134,997) into
17,630,050 common shares of no par value (“Common Shares”) in Galantas at a deemed price
of US$0.06 (GBP £0.044) per share (the “Discounted Price”) (the “Melquart Debt Transaction”).
Melquart is deemed a related party to the Company for the purposes of the AIM Rules for
Companies. The Melquart Debt Transaction is considered a related -party transaction for the
purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the directors of the Company,
who are all considered independent of the Melquart Debt Transaction , having consulted with
their Nominated Adviser, consider that the terms of the Melquart Debt Transaction to be fair and
reasonable in so far as the Company's shareholders (“Shareholders”) are concerned.
Following the Melquart Debt Transaction, Melquart will hold 47,372,977 Common Shares equal
to approximately 35.4% of the Company's issued share capital.
Multilateral Instrument 61-101 – Protection of Minority Security Holders
The Company is exempt from the requirements of MI 61-101 to obtain a formal valuation and
minority shareholder approval in connection with the Proposed Transaction with Ocean Partners
in reliance on section 5.5(g) of MI 61-101. The Company is also exempt from the formal valuation
requirements for the related party transaction with Melquart in reliance of section 5.5(g).
Specifically,
i. the Company in serious financial difficulty,
ii. the transaction is designed to improve the financial position of the Company,
iii. the Company is not in bankruptcy, insolvency or under a court order,
iv. the Company formed a committee comprised of three independent directors in respect of
the transaction, and
v. the Company’s board of directors, acting in good faith, unanimously determined, including
the independent committee, acting in good faith, determined that
a. the Company is in serious financial difficulty and the transaction is designed to
improve the financial position of the Company, and
b. the terms of the transaction are reasonable in the circumstances of the Company.
MI 61-101 does, however, require shareholder approval for the Melquart Debt Transaction by a
majority of “disinterested shareholders” as defined in MI 61 -101. Additionally, pursuant to
policies of the TSX Venture Exchange, the Proposed Transaction with Ocean Partners is being
treated as a “non -arm’s length” transaction,and will also require shareholder approval by a
majority of “disinterested shareholders” as defined in MI 61-101.
Notice of Annual General Meeting and Special Meeting
The Company has called a new meeting date for its Annual General Meeting and Special
Meeting of its Shareholders to consider, among other things, the Proposed Transaction and the
Melquart Debt Transaction to be held on August 5, 2025 at 11:00 a.m. (Toronto time) at the
offices of DSA Corporate Services Inc., 82 Richmond Street East, Toronto, Ontario, M5C 1P1 .
Shareholders of record at the close of business at 5:00 p.m. (Toronto time) on July 2, 2025 will
be entitled to vote at the meeting.
The total losses attributable to Flintridge and Omagh Minerals for the year ended December 31,
2023 were £3,516,576 and the total value of the assets were £17,321,724. Following the
Proposed Transaction, the assets of Flintridge and Omagh Minerals will no longer be
consolidated in the accounts of the Company.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
The information contained within this announcement is deemed to constitute inside information
as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No.
596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. The information is disclosed in accordance with the Company's obligations under
Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
About Galantas Gold Corporation
Galantas Gold Corporation is a Canadian public company that trades on the TSX Venture
Exchange and the London Stock Exchange AIM market, both under the symbol GAL. It also
trades on the OTCQB Exchange under the symbol GALKF. The Company's strategy is to create
shareholder value by operating and expanding gold production and resources at the Omagh
Project in Northern Ireland, and exploring the Gairloch Project hosting the Kerry Road gold -
bearing VMS deposit in Scotland.
Enquiries
Galantas Gold Corporation
Mario Stifano: Chief Executive Officer
Email: [email protected]
Website: www.galantas.com
Telephone: +44(0)28 8224 1100
Grant Thornton UK LLP (AIM Nomad)
Philip Secrett, Harrison Clarke, Elliot Peters
Telephone: +44(0)20 7383 5100
SP Angel Corporate Finance LLP (AIM Broker)
David Hignell, Charlie Bouverat (Corporate Finance)
Grant Barker (Sales & Broking)
Telephone: +44(0)20 3470 0470
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities laws, including closing of the Proposed
Transaction, Melquart Debt Transaction, and the Financing, and use of proceeds, results of exploration and mine
development programs at the Omagh Project and Gairloch Project. Forward -looking statements are based on
estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current
conditions and expected future developments, as well as other factors that Galantas believes are appropriate in
the circumstances. Many factors could cause Galantas’ actual results, the performance or achievements to di ffer
materially from those expressed or implied by the forward looking statements or strategy, including: gold price
volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries
and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental
regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution;
competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding
planning and other permitting issues; and defective title to mineral claims or property. These factors and others
that could affect Galantas’ forward-looking statements are discussed in greater detail in the section entitled “Risk
Factors” in Galantas’ Management Discussion & Analysis of the financial statements of Galantas and elsewhere
in documents filed from time to time with the Canadian provincial securities regulators and other regula tory
authorities. These factors should be considered carefully, and persons reviewing this news release should not
place undue reliance on forward -looking statements. Galantas has no intention and undertakes no obligation to
update or revise any forward-looking statements in this news release, except as required by law.