GAL.V · 2022-08-30 12:00:00

Galantas GOLD Announces Closing of C$6.9 Million Private Placement of Units

Financings

GALANTAS GOLD ANNOUNCES CLOSING OF C$6.9 MILLION PRIVATE

PLACEMENT OF UNITS

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

United States

August 30, 2022, 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 private placement, pursuant to which the Company sold an aggregate

of (i) 14,826,674 units of the Company ("Units") at a price of C$0.45 per Unit (the "Offering

Price") on a "best efforts" brokered private placement basis (the " Brokered Offering") for

gross proceeds of C $6,672,003.30 and (ii) 506,667 Units at the Offering Price on a non -

brokered private placement basis (the " Non-Brokered Offering " and, together with the

Brokered Offering, the "Offering") for gross proceeds of C$228,000.15, for aggregate gross

proceeds to the Company of approximately C$6.9 million, including full exercise of the agents'

option. Each Unit was comprised of one common share in the capital of the Company (each,

a "Common Share") and one-half of one common share purchase warrant of the Company

(each whole common share purchase warrant, a " Warrant"). Each Warrant will entitle the

holder thereof to purchase one Common Share (a "Warrant Share") at a price of C$0.55 per

Warrant Share until February 28, 2025.

Canaccord Genuity Corp., Cormark Securities Inc. and Research Cap ital Corporation acted

as agents (the "Agents") in connection with the Brokered Offering pursuant to the terms of an

agency agreement dated August 30, 2022. In consideration for their services in connection

with the Brokered Offering, the Company paid the Agents a cash commission equal to

C$355,320, be ing 6% of the aggregate gross proceeds from the sale of Units under the

Brokered Offering , and a reduced cash commission equal to 3% of the aggregate gross

proceeds from the sale of Units under the Brokered Offering to certain purchasers identified

by the Company's management to the Agents (t he "President's List "). As additional

consideration for their services in connection with the Brokered Offering, the Company issued

the Agents 789,600 non-transferable broker warrants of the Company ("Broker Warrants"),

being 6% of the aggregate number of Units issued pursuant to the Brokered Offering, and a

reduced number of Broker Warrants equal to 3% of the number of Units issued pursuant to

the Brokered Offering to certain purchasers on the President's List . Each Broker Warrant is

exercisable to acquire one Common Share at an exercise price of C$ 0.45 per share until

August 30, 2024. In addition, the Company also paid the Agents a cash advisory fee equal to

C$13,680 and issued the Agents an additional 30,400 Broker Warrants.

The Company intends to use the net proceeds of the Offering for exploration and development

at the Joshua Target as well as for working capital and general corporate purposes.

Melquart Limited, a London -based investment firm and an existing shareholder, acquired

2,666,667 Units for consideration of C$1,200,000.15. Following the Offering, Melquart Limited

will hold 28,140,195 Common Shares, representing approximately 27.36% of the issued and

outstanding Common Shares on a non-diluted basis.

Eric Sprott, through 2176423 Ontario Ltd., a corporation that is beneficially owned by Mr.

Sprott, acquired 1,333,334 Units for consideration of C$600,000.30 . Following the Offering ,

Eric Sprott will hold 10,166,667 Common Shares, representing approximately 9.88% of the

issued and outstanding Common Shares on a non -diluted basis. Mr. Sprott is a renowned

and respected leader in the investment community and one of the world's pre mier gold and

silver investors.

Michael Gentile acquired 222,222 Units for consideration of C$ 99,999,90. Following the

Offering, Michael Gentile will hold 6,217,222 Common Shares, representing approximately

6.04% of the issued and outstanding Common Shares on a non -diluted basis. Mr. Gentile is

a retired professional money manager with over 20 years' experience investing in the mining

and natural resource sector. Currently, Mr. Gentile is an active investor in the junior mining

space with significant positions in a number of companies.

Ocean Partners UK Ltd. acquired 461,112 Units for consideration of C$207,500.40 .

Following the Offering , Ocean Partners UK Ltd. will hold 2,869,446 Common Shares ,

representing approximately 2.80% of the issued and outstanding Common Shares on a non-

diluted basis.

Mario Stifano , a director of the Company , acquired 55,556 Units for consideration of

C$25,000.20. Following the Offering , Mario Stifano will hold 547,388 Common Shares ,

representing approximately 0.53% of the issued and outstanding Common Shares on a non-

diluted basis.

As indicated above, Melquart Limited, an insider of the Company, Eric Sprott, an insider of

the Company, and Mario Stifano, an officer and a director of the Company, subscribed for

2,666,667 Units, 1,333,334 Units and 55,556 Units, respectively, un der the Offering on the

same terms as arm's length investors. The participation of Melquart Limited, Mr. Sprott and

Mr. Stifano in the Offering constitutes a "related party transaction" for the purposes of

Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special

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 parties nor the fair market value of the consideration for the

securities exceeds 25% of the Company's market capitalization as calculated in accordance

with MI 61-101. The Company did not file a material change report more than 21 days before

the expected closing date of the Offering as the aforementioned insider participation had not

been confirmed at that time and the Company wished to close the Offering as expeditiously

as possible.

Melquart Limited and Eric Sprott are deemed to be related parties of the Company by virtue

of being Substantial Shareholder s of the Company and Mario Stifano is deemed to be a

related party of the Company by virtue of being a director of the Company as defined in the

AIM Rules for Companies (together the "Related Parties"). As a consequence, the Directors

of the Company (excluding Mr. Stifano for the purposes of considering his involvement in the

placing) consider, having consulted with their nominated adviser, Grant Thornton UK LLP,

that the term s of the Related Parties' involvement in the Offering are fair and reasonable

insofar as shareholders are concerned.

The Offering was made by way of private placement in each of the provinces of Can ada

pursuant to applicable exemptions from the prospectus requirements and in certain other

jurisdictions, in each case in accordance with all applicable laws. The securities issued under

the Offering are subject to a four month hold period under applicable Canadian securities

laws which will expire on December 31, 2022. The Offering is subject to final acceptance of

the TSX Venture Exchange.

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 securiti es in any state in which such offer, solicitation or sale

would be unlawful.

An application has been filed for admittance of 15,333,341 additional shares to AIM

("Admission") with Admission expected to occur on or around September 5, 2022. Following

Admission, the Company's issued and outstanding Common Shares will total 102,862,143.

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

Panmure Gordon & Co (AIM Joint Broker & Corporate Adviser)

Hugh Rich, John Prior

Telephone: +44(0)20 7886 2500

SP Angel Corporate Finance LLP (AIM Joint 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 use of proceeds of the Offering, the timing and ability of

the Company to receive necessary regulatory approvals, including the final acceptance of the

Offering from the TSX Venture Exchange, and the pla ns, 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 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 regulatory authorities. These factors should be considered carefully, and

persons reviewing t his 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$0.45 per Unit, where each Unit

comprises one common share and

one-half of one common share

purchase warrant

c) Price(s) and volume Price Volume

C$0.45 461,112

d) Aggregated information N/A single transaction

e) Date of the transaction August 30, 2022

f) Place of the transaction Outside of a trading venue

(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: Mario Stifano