GAL.V · 2023-03-27 12:00:00

Galantas GOLD Announces Closing of C$2.9 Million Private Placement of Units and Terms of Shares-FOR-Debt Transaction, and Issuance of Warrants

Financings

GALANTAS GOLD ANNOUNCES CLOSING OF C$2.9 MILLION PRIVATE PLACEMENT

OF UNITS AND TERMS OF SHARES-FOR-DEBT TRANSACTION, AND ISSUANCE OF

WARRANTS

Not for distribution to United States news wire services or for dissemination in the

United States

March 27, 2023, TORONTO, CANADA – Galantas Gold Corporation (TSX -V & AIM: GAL; OTCQX:

GALKF) ("Galantas" or the "Company") is pleased to announce that it has closed its previously

announced non-brokered private placement (the "Offering"), pursuant to which the Company sold an

aggregate of 8,230,951 units of the Company ("Units") at a price of C$0.36 per Unit for aggregate gross

proceeds of C$2,963,142.36. Each Unit was comprised of one common share of the Company (a

"Common Share") and one Common Share purchase warrant (a "Warrant"), with each Warrant entitling

the holder thereof to purchase one Common Share at a price of C$0.55 per share until March 27, 2028.

The Offering was oversubscribed.

The net proceeds of the Offering are expected to be used for exploration , including follow-up drilling

targeting the high -grade dilation zo nes to depth at the Joshua Vein and the recently identified Kerr

Vein target, development at Galantas' gold project in Northern Ireland , as well as exploration at the

recently announced gold -rich volcanogenic massive sulphide project in Scotland, and for general

working capital purposes.

Canaccord Genuity Corp., Sprott Capital Partners L P, Echelon Wealth Partners Inc., Haywood

Securities Inc., Research Capital Corporation, Apex GT Capital Corp. and Red Cloud Securities Inc.

(collectively, the "Finders") acted as finders in connection with the Offering. In consideration for their

services, the Company paid the Finders cash finder's fees in the aggregate amount of C$130,966.41,

representing 7% of the gross proceeds generated by such Finders pursuant to the Offering. In

addition, the Company also issued an aggregate of 237,162 non-transferable compensation warrants

(the "Finder's Warrants") to the Finders, representing 7% of the number of Units sold to subscribers

identified by such Finders pursuant to the Offering. Each Finder's Warrant entitles the holder thereof

to purchase one Common Share at a price of C$0.36 per share until March 27, 2025. In consideration

for providing certain advisory services to the Company in connection with the Offering, the Company

also paid an advisory fee to Research Capital Corporation in the amount of C$16,000.

Existing shareholder Ross Beaty acquired 1,000,000 Units for consideration of C$360,000.

Ocean Partners UK Ltd. acquired 691,666 Units for consideration of approximately C$249,000.

Following the Offering, Ocean Partners UK Ltd. will hold 3,561,113 Common Shares representing

approximately 3.19% of the issued and outstanding Common Shares on a non-diluted basis.

Brendan Morris, an officer of the Company, subscribed for 468,416 Units under the Offering on the

same terms as arm's length investors. The participation of Mr. Morris in the Offering constitutes a

"related party transaction" for the purposes of Multilateral Instrument 61 -101 – Protection of Minority

Security Holders in Specia l Transactions ("MI 61 -101"). The Company is exempt from the

requirements to obtain a formal valuation or minority shareholder approval in connection with the

Offering in reliance on sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as no securities of the

Company are listed or quoted on the specified markets and neither the fair market value of the

securities to be received by the related party nor the fair market value of the consideration for the

securities exceeds 25% of the Company's market ca pitalization as calculated in accordance with MI

61-101.

The Offering remains subject to the final acceptance of the TSX Venture Exchange. The securities

issued pursuant to the Offering are subject to a four -month hold period under applicable Canadian

securities laws which will expire on July 28, 2023.

The securities offered have not been, nor will they be, registered under the United States Securities

Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United

States absent registration or an exemption from such registration requirements. This news release

shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of

the securities in any state in which such offer, solicitation or sale would be unlawful.

An application has been filed for admittance of 8,230,951 additional shares to AIM ("Admission") with

Admission expected to occur on or around March 31, 2023. Following Admission, the Company's

issued and outstanding Common Shares will total 111,763,460.

Debt Settlement Transaction

In addition to the foregoing, further to the Company's news release dated March 2 0, 2023, the

Company has received strong support from additional stakeholders and also announces th at it has

agreed to the terms of a propo sed shares-for-debt transaction (the "Debt Settlement") with several

additional arm's length creditors of the Company . In connection with the Debt Settlement, the

Company has agreed to settle a total of approximately C$749,020 of indebtedness through the

issuance of an aggregate of 2,080,609 Units at a deemed price of C$0.36 per Unit on substantially

the same terms as the Units issued under the Offering. The securities issued pursuant to the Debt

Settlement will be subject to a four-month hold period under applicable Canadian securities laws.

The Debt Settlement and the issuance of Units shall be subject to the prior approval of the TSX

Venture Exchange. There is no assurance that TSX Venture Exchange approval will be obtained. A

further update will be made once the Debt Settlement has been approved.

Issuance of Previously Announced Warrants

Following receipt of TSXV approval, the Company has issued previously announced warrants to

Ocean Partners UK Ltd. (“OP”) (see the Company’s December 8, 2022 news release) and to Melquart

Ltd. (“Melquart”) (see the Company’s February 13, 2023 news release). The warrants issued to OP

are subject to a hold period expiring on July 17, 2023, and the warrants issued to Melquart are subject

to a hold period expiring on July 25, 2023.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in 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.

The notification set out below, made pursuant to Article 19(3) of the Market Abuse Regulation which

is part of UK law by virtue of the European Union (withdrawal) Act 2018, provides further details.

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

OTCQX 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.

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, George Grainger, Samuel Littler

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, but not

limited to, the terms of the Debt Settlement, the use of proceeds of the Offering, the timing and ability

of the Company to receive necessary regulatory approvals, including the fin al acceptance of the

Offering and the Debt Settlement from the TSX Venture Exchange, and the plans, operations and

prospects of the Company. 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 differ materially from those expressed or implied by the forward looking statements or strategy,

including: gold price volatility; discrepancies between a ctual 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 regulatory 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.

(UK) DEALING NOTIFICATION FORM

FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR

CLOSELY ASSOCIATED PERSONS

1. Details of the person discharging managerial responsibilities/person closely

associated

a) Name: Ocean Partners UK Ltd

2. Reason for the notification

a) Position/status: Ocean Partners UK Ltd is a person

closely associated with Brent

Omland, a Director of Galantas

b) Initial notification/Amendment: Initial Notification

3. Details of the issuer, emission allowance market participant, auction platform,

auctioneer or auction monitor

a) Name: Galantas Gold Corporation

b) LEI: LEI: 213800JKVPLLKO4KVB93

4. Details of the transaction(s): section to be repeated for (i) each type of

instrument; (ii) each type of transaction; (iii) each date; and (iv) each place

where transactions have been conducted

a) Description of the financial instrument

type of instrument

Identification Code

Common Shares and Share

Purchase Warrants

ISIN: CA36315W3012

b) Nature of the transaction Private Placement for a "Unit" at

C$0.55 per Unit, where each Unit

comprises one common share and

one common share purchase

warrant

c) Price(s) and volume Price Volume

C$0.55 691,666

d) Aggregated information N/A single transaction

e) Date of the transaction March 27, 2023

f) Place of the transaction Outside of a trading venue