TORONTO: Galantas Gold Corporation has entered into a share purchase agreement to acquire all of the issued and outstanding common shares of RDL Mining Corp. in exchange for common shares of Galantas.
The transaction will create a combined company that intends to lead the advancement of the Indiana gold-copper project located in Chile (the “Indiana Project”), over which RDL holds an option to acquire a 100% interest from Minería Activa SpA (“Activa”) by meeting certain conditions (the “Option”).
Mario Stifano, CEO of Galantas, commented: “The Indiana Project represents a compelling dual‑path opportunity – with an operating mine and historical high‐grade gold-copper resources, this Transaction positions Galantas to fast‑track the project into production, while simultaneously unlocking significant exploration upside by drilling the numerous outcropping and untested veins on the property. The addition of seasoned mining veterans, Lawrence Roulston and Robert Sedgemore, to our board and leadership team, respectively, further strengthens our ability to execute on this vision and deliver meaningful growth for our shareholders. Robert, who has extensive mine building expertise, including experience at Escondida and Chuquicamata, will lead the Indiana Project, as the Company ramps up production and unlocks its significant exploration potential.”
Details on the Indiana Project
The Indiana Project is located 40 kilometres (km) from Copiapó at 1470 metres above sea level, in one of the world’s most prolific mining districts. The region combines exceptional geological endowment, strategic infrastructure, and a highly skilled local workforce. The Indiana Project sits within the rich copper‑gold‐silver belt of the coastal cordillera of the Atacama Region, Chile, a region which has attracted major mining companies, including Fenix Gold, Minera Candelaria (Lundin Mining), Kinross Gold and ENAMI. With Copiapó serving as a well‑established staging and services hub – offering mining suppliers, experienced workforce and infrastructure such as power and transport routes – projects benefit from reduced lead times and enhanced operational flexibility.
The Indiana Project is an operating gold and copper mine, which is ready for immediate expansion. It comprises mineral concessions covering 923 hectares. It is currently 100% owned by Activa, subject to the Option. Work by previous operators of the Indiana Project includes 13,000 metres of diamond drilling in 40 holes, 2,000 chip and trench samples, and detailed geology and structural modelling. Eight major ~1 metre wide veins ranging up to 1.5 kilometres in length and down to 400 metres depth have been delineated. A historical inferred mineral resource estimate for the Indiana Project1 outlines 607,000 ounces of gold equivalent (AuEq)2, consisting of 3.09 million tonnes, averaging 2.8 grams per tonne (g/t) gold and 1.6% copper, at a 4 g/t AuEq cut-off, supported by a technical report (the “2013 Technical Report”) prepared for Activa in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Metallurgical tests indicate very good recoveries for sulphide material of approximately 90% for gold and 95% for copper.
The Company is updating the mineral resource estimate for the Indiana Project, and an updated NI 43-101 technical report is expected to be completed before the end of November 2025. The updated mineral resource estimate is being prepared by DRA Global and will include the results of drilling and underground channel sampling completed since the 2013 Technical Report.
The historical resource includes only five veins drilled to a vertical depth of 300 metres. Over 20 veins, as well as outcropping breccia, remain untested over the 25 km of identified major and minor veins. Two underground declines provide access for exploration and development and enable near-term mining potential.
Transaction Terms
As consideration for the acquisition of RDL, each RDL shareholder (being Lawrence Roulston, Robert Sedgemore and Dorian L. (Dusty) Nicol (the “RDL Shareholders”)) will receive approximately 44 million Galantas Shares (the “RDL Shares”), for an aggregate of approximately 132 million Galantas Shares, which represents 49.99% of the issued and outstanding Galantas Shares following the issue of the RDL Shares. Additionally, each RDL Shareholder will be granted a 0.66% net smelter returns (“NSR”) royalty payable by Galantas in respect of the Indiana Project, for an aggregate NSR royalty of approximately 2%.
The completion of the Transaction is subject to a number of terms and conditions contained in the Share Purchase Agreement, including without limitation, the approval of the TSX Venture Exchange (the “TSXV”), there not having occurred a material adverse change in the business of Galantas or RDL, and other standard conditions of closing for a transaction of this nature. There can be no assurance that all necessary approvals will be obtained or that all conditions of closing will be satisfied.
Following the completion of the Transaction and the Concurrent Financing (as defined below), each RDL Shareholder is expected to hold approximately 12.5% of the issued and outstanding Galantas Shares.
Activa Option
In order to exercise the Option, RDL must make payments totaling US$15 million to Activa over a period of five years (the “Option Period”), with the first payment of US$500,000 paid by Ocean Partners UK Limited as an advance to Galantas and paid to Activa in the fourth quarter of 2025 (the “Ocean Payment”). The Ocean Payment will be repaid by Galantas from the proceeds of the proposed fundraising as set out below. The remaining payments consist of US$1 million in years one and two, US$2 million in years three and four and a final payment of US$8.5 million in year five (together, the “Option Payments”).
RDL has committed to spend a minimum of US$1 million per year during the Option Period on exploration and development activities within the Indiana Project. In addition, RDL has committed to (i) excavate a minimum of five hundred linear metres of exploration drifts, (ii) complete a minimum of 2,500 metres of exploration drilling, or (iii) a combination thereof using an equivalence ratio of one metre of drifts for every five metres of drilling.
Until RDL has exercised the Option, RDL will be leasing the Indiana Project for a 10% NSR royalty payable to Activa. Until the Indiana Project goes into commercial production, the NSR royalty will be paid as a rent payment, which will not be less than 25% of the Option Payment corresponding to that year. Once the Indiana Project goes into commercial production, the NSR royalty will not be greater than 50% of the Option Payment corresponding to that year.
There is an existing NSR royalty of 2.5% payable to an underlying property owner, which covers approximately 40% of the present concessions comprising the Indiana Project and which will be payable by RDL, including after exercise of the Option.
RDL was incorporated in British Columbia on July 18, 2025, for the purpose of identifying, exploring and developing mining projects. RDL has entered into an agreement with 1555070 B.C. Ltd. (“155”) in respect of a copper stream at the Indiana Project for a total upfront payment of C$550,000 in return for a fixed percentage of copper produced at the Indiana Project to be delivered at a discount to the prevailing copper price (the “Copper Stream”). This C$550,000 payment has been made to RDL. In return, RDL will deliver to 155 6% of the payable copper delivered from the Indiana Project, until 2,000,000 pounds of copper have been delivered, after which RDL will deliver to 155 3% of the payable copper produced at the Indiana Project, for which 155 will pay 20% of the spot price on delivery. Other than in relation to the Indiana Project, RDL has not entered into any other material agreements. As of September 30, 2025, RDL had gross assets of approximately C$190,000 and losses of approximately C$225,000.
