AI Terminal
Galantas Gold Corporation
Earnings Release • Nov 28, 2025
10486_10-q_2025-11-28_bdef769c-37ac-425d-9c7a-0da1e4ee9258.html
Earnings Release
Open in ViewerOpens in native device viewer
National Storage Mechanism | Additional information 
RNS Number : 3611J
Galantas Gold Corporation
28 November 2025
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE QUARTER ENDED September 30, 2025
November 28, 2025: Galantas Gold Corporation (the 'Company') is pleased to announce its unaudited financial results for the Quarter ended September 30, 2025.
Financial Highlights
Highlights of the third quarter 2025 results, which are expressed in Canadian Dollars, are summarized below:
| All figures denominated in Canadian Dollars (CDN$) | Quarter Ended September 30 2025 2024 |
|
| Revenue | $ 0 | $ 0 |
| Cost and expenses of operations | $ (15,569) | $ (22,283) |
| Loss before the undernoted | $ (15,569) | $ (22,283) |
| Depreciation | $ (90,576) | $ (110,126) |
| General administrative expenses | $ (1,761,260) | $ (1,174,156) |
| Foreign exchange gain (loss) | $ (106,064) | $ (26,553) |
| Unrealized gain on derivative fair value adjustment | $ (156,025) | $ 592,489 |
| Gain on extinguishment of convertible debentures | $ 10,470 | $ 0 |
| Loss on disposal of interest in subsidiaries | $ (2,885,663) | $ 0 |
| Net (Loss) for the quarter | $ (5,004,687) | $ (740,629) |
| Working Capital Deficit | $ (2,557,662 ) | $ (14,098,845) |
| Cash gain/(loss) from operating activities before changes in non-cash working capital | $ 146,134 | $ 21,801 |
| Cash at September 30, 2025 | $ 19,943 | $ 383,011 |
Sales revenue for the quarter ended September 30, 2025 amounted to $ Nil compared to revenue of $ Nil for the quarter ended September 30, 2024. Shipments of concentrate commenced during the third quarter of 2019. Concentrate sales provisional revenues totalled US$ 566,000 for the third quarter of 2025 compared to US$ 528,000 for the third quarter of 2024. Until the mine commences commercial production, the net proceeds from concentrate sales are being offset against development assets.
The Net Loss for the quarter ended September 30, 2025 amounted to $ 5,004,687 (2024: $ 740,629) and the cash inflow from operating activities before changes in non-cash working capital for the quarter ended September 30, 2025 amounted to $146,134 (2024: cash inflow $21,801).
The Company had a cash balance of $ 19,943 at September 30, 2025 compared to $ 383,011 at September 30, 2024. The working capital deficit at September 30, 2025 amounted to $ 2,557,662 compared to a working capital deficit of $ 14,098,845 at September 30, 2024.
The Company shows a loss on disposal of interest in subsidiaries at quarter end September 30, 2025 amounting to $ 2,885,663 compared to $ nil in the previous period. Flintridge and Omagh are now shown under Investment in Associates on the balance sheet.
Safety is a high priority for the Company and we continue to invest in safety-related training and infrastructure. The zero lost time accident rate since the start of underground operations continues. Environmental monitoring demonstrates a high level of regulatory compliance.
The detailed results and Management Discussion and Analysis (MD&A) are available on www.sedar.com and www.galantas.com and the highlights in this release should be read in conjunction with the detailed results and MD&A. The MD&A provides an analysis of comparisons with previous periods, trends affecting the business and risk factors.
Click on, or paste the following link into your web browser, to view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/3611J_1-2025-11-27.pdf
Qualified Person
The financial components of this disclosure have been reviewed by Alan Buckley (Chief Financial Officer) and the production and permitting components by Brendan Morris (COO), qualified persons under the meaning of NI. 43-101. The information is based upon local production and financial data prepared under their supervision.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press 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 revenues and cost estimates, for the Omagh Gold 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 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's 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 press 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 press release, except as required by law.
Enquiries
Galantas Gold Corporation
Mario Stifano - CEO
Email: [email protected]
Website: www.galantas.com
Telephone: 001 416 453 8433
Grant Thornton UK LLP (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 and Broking)
Telephone: +44(0)20 3470 0470
GALANTAS GOLD CORPORATION
Condensed Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three and Nine Months Ended September 30, 2025
NOTICE TO READER
The accompanying unaudited condensed interim consolidated financial statements of Galantas Gold Corporation (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 19,943 | $ | 525,643 | ||
| Accounts receivable and prepaid expenses (note 4) | 189,532 | 364,362 | ||||
| Inventories (note 5) | - | 213,644 | ||||
| Total current assets | 209,475 | 1,103,649 | ||||
| Non-current assets | ||||||
| Investment in associates (note 6) | 5,954,818 | - | ||||
| Property, plant and equipment (note 7) | - | 28,946,456 | ||||
| Long-term deposit (note 9) | - | 540,870 | ||||
| Exploration and evaluation assets (note 8) | 1,779,490 | 5,487,196 | ||||
| Total non-current assets | 7,734,308 | 34,974,522 | ||||
| Total assets | $ | 7,943,783 | $ | 36,078,171 | ||
| EQUITY AND LIABILITIES | ||||||
| Current liabilities | ||||||
| Accounts payable and other liabilities (notes 10 and 18) | $ | 760,261 | $ | 3,437,002 | ||
| Due to related parties (note 15) | 2,006,876 | 13,885,635 | ||||
| Total current liabilities | 2,767,137 | 17,322,637 | ||||
| Non-current liabilities | ||||||
| Decommissioning liability (note 9) | - | 666,128 | ||||
| Convertible debenture (note 11) | 1,082,457 | 6,556,155 | ||||
| Derivative liability (note 11) | 58,635 | 123,542 | ||||
| Total non-current liabilities | 1,141,092 | 7,345,825 | ||||
| Total liabilities | 3,908,229 | 24,668,462 | ||||
| Equity | ||||||
| Share capital (note 12(a)(b)) | 73,037,276 | 71,782,203 | ||||
| Reserves | 18,459,110 | 20,148,500 | ||||
| Deficit | (87,460,832 | ) | (80,520,994 | ) | ||
| Total equity | 4,035,554 | 11,409,709 | ||||
| Total equity and liabilities | $ | 7,943,783 | $ | 36,078,171 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Incorporation and nature of operations (note 1)
Going concern (note 2)
Contingency (note 17)
Events after the reporting period (note 18)
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Loss
(Expressed in Canadian Dollars)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | ||||||||||||
| Sales of concentrate (note 14) | $ | - | $ | - | $ | - | $ | - | ||||
| Cost and expenses of operations | ||||||||||||
| Cost of sales | 15,569 | 22,283 | 44,975 | 69,933 | ||||||||
| Depreciation (note 7) | 90,576 | 110,126 | 274,171 | 323,633 | ||||||||
| 106,145 | 132,409 | 319,146 | 393,566 | |||||||||
| Loss before general administrative and other expense (income) | (106,145 | ) | (132,409 | ) | (319,146 | ) | (393,566 | ) | ||||
| General administrative expenses | ||||||||||||
| Management and administration wages (note 15) | 173,903 | 179,955 | 465,588 | 440,937 | ||||||||
| Other operating expenses | 30,233 | 34,353 | 92,755 | 107,378 | ||||||||
| Accounting and corporate | 106,836 | 17,737 | 145,960 | 71,343 | ||||||||
| Legal and audit | 96,115 | 34,235 | 189,733 | 137,700 | ||||||||
| Stock-based compensation (notes 12(d) and 15) | 24,354 | 73,061 | 135,269 | 358,929 | ||||||||
| Shareholder communication and investor relations | 83,455 | 43,750 | 337,405 | 245,283 | ||||||||
| Transfer agent | 17,874 | 16,618 | 44,063 | 77,669 | ||||||||
| Director fees (note 15) | 35,000 | - | 105,000 | 70,000 | ||||||||
| General office | 24,612 | 14,523 | 36,952 | 48,258 | ||||||||
| Accretion expenses (notes 9, 11 and 15) | 180,634 | 338,711 | 578,504 | 970,031 | ||||||||
| Loan interest and bank charges less deposit interest (notes 11 and 15) | 988,244 | 421,213 | 1,991,535 | 1,327,302 | ||||||||
| 1,761,260 | 1,174,156 | 4,122,764 | 3,854,830 | |||||||||
| Other expense (income) | ||||||||||||
| Foreign exchange loss (gain) | 106,064 | 26,553 | (794,277 | ) | (61,175 | ) | ||||||
| Unrealized loss (gain) on derivative fair value adjustment (note 11) | 156,025 | (592,489 | ) | 472,568 | (1,201,357 | ) | ||||||
| Gain on extinguishment of convertible debentures (note 11) | (10,470 | ) | - | (10,470 | ) | - | ||||||
| Loss on disposal of interest in subsidiaries (note 6) | 2,885,663 | - | 2,885,663 | - | ||||||||
| Write-up of prepaid expenses (note 4) | - | - | (55,556 | ) | - | |||||||
| 3,137,282 | (565,936 | ) | 2,497,928 | (1,262,532 | ) | |||||||
| Net loss for the period | $ | (5,004,687 | ) | $ | (740,629 | ) | $ | (6,939,838 | ) | $ | (2,985,864 | ) |
| Basic and diluted net loss per share (note 13) | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | (0.03 | ) |
| Weighted average number of common shares outstanding - basic and diluted (note 13) | 116,138,015 | 114,770,587 | 115,222,226 | 114,725,407 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Comprehensive (Loss) Income
(Expressed in Canadian Dollars)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net loss for the period | $ | (5,004,687 | ) | $ | (740,629 | ) | $ | (6,939,838 | ) | $ | (2,985,864 | ) |
| Other comprehensive income (loss) | ||||||||||||
| Items that will be reclassified subsequently to profit or loss | ||||||||||||
| Exchange differences on translating foreign operations | 42,393 | 864,230 | 654,466 | 1,136,315 | ||||||||
| Reclassification on disposal of interest in subsidiaries (note 6) | (2,479,125 | ) | - | (2,479,125 | ) | - | ||||||
| Total comprehensive (loss) income | $ | (7,441,419 | ) | $ | 123,601 | $ | (8,764,497 | ) | $ | (1,849,549 | ) |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
| Nine Months Ended | ||||||
| September 30, | ||||||
| 2025 | 2024 | |||||
| Operating activities | ||||||
| Net loss for the period | $ | (6,939,838 | ) | $ | (2,985,864 | ) |
| Adjustment for: | ||||||
| Depreciation (note 7) | 274,171 | 323,633 | ||||
| Stock-based compensation (note 12(d)) | 135,269 | 358,929 | ||||
| Accrued interest (notes 11 and 15) | 2,514,443 | 1,607,352 | ||||
| Foreign exchange (gain) loss | (56,444 | ) | 949,077 | |||
| Accretion expenses (notes 9, 11 and 15) | 578,504 | 970,031 | ||||
| Unrealized loss (gain) on derivative fair value adjustment (note 11) | 472,568 | (1,201,357 | ) | |||
| Gain on extinguishment of convertible debentures (note 11) | (10,470 | ) | - | |||
| Loss on disposal of interest in subsidiaries (note 6) | 2,885,663 | - | ||||
| Non-cash working capital items: | ||||||
| Accounts receivable and prepaid expenses | (103,804 | ) | 295,238 | |||
| Inventories | 213,644 | 18,184 | ||||
| Accounts payable and other liabilities | 11,650 | (474,672 | ) | |||
| Net cash and cash equivalents used in operating activities | (24,644 | ) | (139,449 | ) | ||
| Investing activities | ||||||
| Net purchase of property, plant and equipment | (1,078,947 | ) | (1,666,862 | ) | ||
| Exploration and evaluation assets | (395,382 | ) | (422,865 | ) | ||
| Cash on disposal of interest in subsidiaries | (151,906 | ) | - | |||
| Net cash and cash equivalents used in investing activities | (1,626,235 | ) | (2,089,727 | ) | ||
| Financing activities | ||||||
| Advances from related parties | 1,145,179 | - | ||||
| Net cash and cash equivalents provided by financing activities | 1,145,179 | - | ||||
| Net change in cash and cash equivalents | (505,700 | ) | (2,229,176 | ) | ||
| Effect of exchange rate changes on cash held in foreign currencies | - | 18,922 | ||||
| Cash and cash equivalents, beginning of period | 525,643 | 2,593,265 | ||||
| Cash and cash equivalents, end of period | $ | 19,943 | $ | 383,011 | ||
| Cash | $ | 19,943 | $ | 383,011 | ||
| Cash equivalents | - | - | ||||
| Cash and cash equivalents | $ | 19,943 | $ | 383,011 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Reserves | ||||||||||||||||||
| Equity settled | Foreign | |||||||||||||||||
| share-based | currency | |||||||||||||||||
| Share | Warrants | payments | translation | |||||||||||||||
| capital | reserve | reserve | reserve | Deficit | Total | |||||||||||||
| Balance, December 31, 2023 | $ | 71,809,999 | $ | 3,546,313 | $ | 14,345,538 | $ | 687,616 | $ | (79,032,310 | ) | $ | 11,357,156 | |||||
| Shares cancelled | (110,200 | ) | - | - | - | - | (110,200 | ) | ||||||||||
| Convertible debenture converted (note 11) | 82,404 | - | - | - | - | 82,404 | ||||||||||||
| Stock-based compensation (note 12(d)) | - | - | 358,929 | - | - | 358,929 | ||||||||||||
| Warrants expired | - | (144,464 | ) | 144,464 | - | - | - | |||||||||||
| Exchange differences on translating foreign operations | - | - | - | 1,136,315 | - | 1,136,315 | ||||||||||||
| Net loss for the period | - | - | - | - | (2,985,864 | ) | (2,985,864 | ) | ||||||||||
| Balance, September 30, 2024 | $ | 71,782,203 | $ | 3,401,849 | $ | 14,848,931 | $ | 1,823,931 | $ | (82,018,174 | ) | $ | 9,838,740 | |||||
| Balance, December 31, 2024 | $ | 71,782,203 | $ | 3,401,849 | $ | 14,921,992 | $ | 1,824,659 | $ | (80,520,994 | ) | $ | 11,409,709 | |||||
| Convertible debenture converted (note 11)) | 1,255,073 | - | - | - | - | 1,255,073 | ||||||||||||
| Stock-based compensation (note 12(d)) | - | - | 135,269 | - | - | 135,269 | ||||||||||||
| Warrants expired | - | (1,767,545 | ) | 1,767,545 | - | - | - | |||||||||||
| Disposal of interest in subsidiaries (note 6) | - | - | - | (2,479,125 | ) | - | (2,479,125 | ) | ||||||||||
| Exchange differences on translating foreign operations | - | - | - | 654,466 | - | 654,466 | ||||||||||||
| Net loss for the period | - | - | - | - | (6,939,838 | ) | (6,939,838 | ) | ||||||||||
| Balance, September 30, 2025 | $ | 73,037,276 | $ | 1,634,304 | $ | 16,824,806 | $ | - | $ | (87,460,832 | ) | $ | 4,035,554 |
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold Corporation
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
1. Incorporation and Nature of Operations
Galantas Gold Corporation (the "Company") was formed on September 20, 1996 under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario Inc. and Consolidated Deer Creek Resources Limited. The name was changed to European Gold Resources Inc. by articles of amendment dated July 25, 1997. On May 5, 2004, the Company changed its name from European Gold Resources Inc. to Galantas Gold Corporation. The Company was incorporated to explore for and develop mineral resource properties, principally in Europe. In 1997, it purchased all of the shares of Omagh Minerals Limited ("Omagh") which owns a mineral property in Northern Ireland, including a delineated gold deposit. Omagh obtained full planning and environmental consents necessary to bring its property into production.
The Company entered into an agreement on April 17, 2000, approved by shareholders on June 26, 2000, whereby Cavanacaw Corporation ("Cavanacaw"), a private Ontario corporation, acquired Omagh. Cavanacaw has established an open pit mine to extract the Company's gold deposit near Omagh, Northern Ireland. Cavanacaw also has developed a premium jewellery business founded on the gold produced under the name Galántas Irish Gold Limited ("Galántas"). As at July 1, 2007, the Company's Omagh mine began production and in 2013 production was suspended. On April 1, 2014, Galántas amalgamated its jewelry business with Omagh.
On April 8, 2014, Cavanacaw acquired Flintridge Resources Limited ("Flintridge"). Following a strategic review of its business by the Company during 2014 certain assets owned by Omagh were acquired by Flintridge.
On November 16, 2023, Gairloch Resources Limited ("Gairloch") was incorporated.
On September 23, 2025, the Company sold 80% interest in Flintridge and 80% in Omagh, subsidiaries of Galantas which together own the Omagh Project (the "Transaction"). The remaining 20% interest in Flintridge and 20% interest in Omagh will be retained by Galantas. Refer to note 6.
The Company's operations include the consolidated results of Gairloch, Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge. For Omagh and Flintridge the results are included up to the September 23, 2025 (date of loss of control).
The Company's common shares are listed on the TSX Venture Exchange ("TSXV") and London Stock Exchange AIM under the symbol GAL. On September 1, 2021, the Company's common shares started trading under the symbol GALKF on the OTCQX in the United States. The primary office is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
2. Going Concern
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of uncertainties related to events or conditions that may cast doubt on the Company's ability to continue as a going concern. The Company's future viability depends on the consolidated results of the Company's wholly-owned subsidiaries Gairloch which incorporated on November 16, 2023 and Cavanacaw. Cavanacaw had a 100% shareholding in Galántas, Flintridge who are engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland and Omagh who is engaged in the exploration of gold properties, mainly in the Republic of Ireland. The Omagh mine is an open pit mine, which was in production until 2013 when production was suspended and is reported as property, plant and equipment and as an underground mine which having established technical feasibility and commercial viability in December 2018 has resulted in associated exploration and evaluation assets being reclassified as an intangible development asset and reported as property, plant and equipment. On September 23, 2025, Cavanacaw lost control of Flintridge and Omagh (refer to note 6).
The going concern assumption is dependent on forecast cash flows being met, further financing negotiations being completed successfully. Management' assumptions in relation to future financing, levels of production, gold prices and mine operating costs are crucial to forecast cash flows being achieved. Should production be significantly delayed, revenues fall short of expectations or operating costs and capital costs increase significantly, there may be insufficient cash flows to sustain day to day operations without seeking further financing.
Based on the financial projections which have been prepared for a five-year period and using assumptions which management believes to be prudent, alongside ongoing negotiations with both current and prospective investors and creditors, management believes it is appropriate to prepare the unaudited condensed interim consolidated financial statements on the going concern basis.
Should the Company be unsuccessful in securing the above, there would be significant uncertainty over the Company's ability to continue as a going concern. The unaudited condensed interim consolidated financial statements do not include any adjustments that would result if forecast cash flows were not achieved, if the existing creditors withdrew their support or if further financing could not be raised from current or potential investors.
During the year ended December 31, 2024, the Company raised gross proceeds of $1.1M through loans from related parties.
As at September 30, 2025, the Company had a deficit of $87,460,832 (December 31, 2024 - $80,520,994). Comprehensive loss for the nine months ended September 30, 2025 was $8,764,497 (nine months ended September 30, 2024 - $1,849,549). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern. However, management believes that it will continue as a going concern. However, this is subject to a number of uncertainties detailed above. These unaudited condensed interim consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities, the reported expenses and financial position classifications used that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
3. Basis of Preparation and Material Accounting Policies
Statement of compliance
The Company applies IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of November 27, 2025 the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2024, except as noted below. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2025 could result in restatement of these unaudited condensed interim consolidated financial statements.
Investment in associate
The Company's investment in an associate is accounted for using the equity method of accounting. An associate is an entity over which the Company has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Under the equity method, the investment is initially recognized at cost and adjusted thereafter to recognize the Company's share of the post-acquisition profits or losses of the investee in profit or loss, and its share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from the associate reduce the carrying amount of the investment.
When the Company's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables from the associate, the Company does not recognize further losses unless it has incurred obligations or made payments on behalf of the associate or the Company is contractually required to fund these additional losses.
The carrying amount of the investment in associate is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, the carrying amount of the investment is written down to its recoverable amount.
Unrealized gains and losses resulting from transactions between the Company and an associate are eliminated to the extent of the Company's interest in the associate.
The Company's share of its associate's post-acquisition results is shown on the face of the unaudited condensed interim consolidated statement of loss and other comprehensive (loss) income, and its share of movements in reserves is recognized directly in equity.
4. Accounts Receivable and Prepaid Expenses
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Sales tax receivable - Canada | $ | 13,870 | $ | 13,225 | ||
| Valued added tax receivable - Northern Ireland | - | 61,414 | ||||
| Accounts receivable | - | 69,806 | ||||
| Prepaid expenses | 175,662 | 219,917 | ||||
| $ | 189,532 | $ | 364,362 |
Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine. Prepaid expenses includes also $166,667 (December 31, 2024 - $111,111) pursuant to services agreement for the underground development at the Omagh Gold Project. During the three and nine months ended September 30, 2025, prepaid expenses were written-up by $nil and $55,556, respectively (three and nine months ended September 30, 2024 - $nil) to reflect anticipated value of associated services to be received in future. The following is an aged analysis of receivables:
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Less than 3 months | $ | 13,870 | $ | 101,263 | ||
| 3 to 12 months | - | 20,173 | ||||
| More than 12 months | - | 23,009 | ||||
| Total accounts receivable | $ | 13,870 | $ | 144,445 |
5. Inventories
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Concentrate inventories | $ | - | $ | 213,644 |
6. Investment in associates
On September 23, 2025, Ocean Partners UK Ltd. ("Ocean Partners") completed the exchange of its existing loans, totalling approximately US$14 million ($19.7 million), for an 80% interest in Flintridge and Omagh, subsidiaries of Galantas that collectively own the Omagh Project. As a result, Galantas retains a 20% interest in each subsidiary.
As part of the transaction, Ocean Partners has provided an initial capital investment of US$3 million ($4,176,300). These funds are allocated toward exploration, restart planning, and general and administrative costs during the first phase of the joint venture, referred to as the Initial Term. Galantas is free carried during this period. Ocean Partners has also confirmed its option to provide an additional US$5 million ($6,960,500) in a second phase (the "Second Term"), which will be directed toward further exploration and the commissioning of a development program. Galantas retains the option to participate pro-rata in this future funding.
In connection with the Transaction, a shareholders' agreement has been executed, appointing Ocean Partners as operator of the Omagh Project. The Board of Directors of Flintridge will consist of four representatives nominated by Ocean Partners and one representative nominated by Galantas, for so long as Galantas maintains at least a 10% interest in Flintridge.
During the Initial Term, Galantas holds the right to convert its 20% equity interest in Flintridge into a 3.00% Net Smelter Return ("NSR") royalty. Half of this royalty would be subject to buy-back by Flintridge for US$8 million ($11,319,606). If Galantas does not exercise this option and its ownership in Flintridge is subsequently diluted below 10%, its equity interest will automatically convert into a 1.50% NSR, with half of that amount subject to buy-back for US$4 million ($5,568,400).
The Company assessed that it no longer had control of Flintridge as of the closing date but retained significant influence. The Company is accounting for the retained investment as an investment in associate in accordance with IAS 28, Investments in Associates and Joint Ventures. In accordance with IAS 28, the fair value of the retained investment is the deemed cost of the investment in associate as at the closing date. A loss has been recognized in the unaudited condensed interim consolidated statement of loss and comprehensive (loss) income, which is calculated as the difference between the closing date fair value of the retained investment and the carrying amount of the former subsidiaries net assets.
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Fair value of retained investment | $ | 5,954,818 | $ | - | ||
| Carrying amount of former subsidiaries net assets (notes 7, 8, 9 and 15) | (11,319,606 | ) | - | |||
| Reclassification of foreign currency translation reserve | 2,479,125 | - | ||||
| Loss on disposal of interest in subsidiaries | $ | (2,885,663 | ) | $ | - | |
| Investment in associates | ||||||
| Balance, December 31, 2024 | $ | - | ||||
| Additions (fair value of retained investment) | 5,954,818 | |||||
| Balance, September 30, 2025 | $ | 5,954,818 |
7. Property, Plant and Equipment
| Freehold | Plant | ||||||||||||||||||||
| land and | and | Motor | Office | Development | Assets under | ||||||||||||||||
| Cost | buildings | machinery | vehicles | equipment | assets | construction | Total | ||||||||||||||
| Balance, December 31, 2023 | $ | 2,323,111 | $ | 8,995,926 | $ | 227,835 | $ | 222,845 | $ | 20,640,066 | $ | 26,939 | $ | 32,436,722 | |||||||
| Additions | - | - | - | - | 2,555,601 | - | 2,555,601 | ||||||||||||||
| Transfer | - | 28,928 | - | - | - | (28,928 | ) | - | |||||||||||||
| Cash receipts from concentrate sales | - | - | - | - | (1,228,232 | ) | - | (1,228,232 | ) | ||||||||||||
| Reversal of impairment | - | - | - | - | 3,250,867 | - | 3,250,867 | ||||||||||||||
| Foreign exchange adjustment | 164,468 | 634,400 | 16,130 | 15,776 | 1,548,305 | 1,989 | 2,381,068 | ||||||||||||||
| Balance, December 31, 2024 | 2,487,579 | 9,659,254 | 243,965 | 238,621 | 26,766,607 | - | 39,396,026 | ||||||||||||||
| Additions | - | - | - | - | 1,866,876 | - | 1,866,876 | ||||||||||||||
| Cash receipts from concentrate sales (note 14) | - | - | - | - | (787,929 | ) | - | (787,929 | ) | ||||||||||||
| Disposals of interest in subsidiaries (note 6) | (2,580,299 | ) | (9,984,217 | ) | (253,058 | ) | (247,515 | ) | (28,651,230 | ) | - | (41,716,319 | ) | ||||||||
| Foreign exchange adjustment | 92,720 | 324,963 | 9,093 | 8,894 | 805,676 | - | 1,241,346 | ||||||||||||||
| Balance, September 30, 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
| Accumulated depreciation | |||||||||||||||||||||
| Balance, December 31, 2023 | $ | 1,939,409 | $ | 7,061,856 | $ | 181,541 | $ | 159,745 | $ | - | $ | - | $ | 9,342,551 | |||||||
| Depreciation | 3,298 | 407,802 | 13,975 | 9,837 | - | - | 434,912 | ||||||||||||||
| Foreign exchange adjustment | 137,399 | 509,830 | 13,272 | 11,606 | - | - | 672,107 | ||||||||||||||
| Balance, December 31, 2024 | 2,080,106 | 7,979,488 | 208,788 | 181,188 | - | - | 10,449,570 | ||||||||||||||
| Depreciation | 2,079 | 257,249 | 8,254 | 6,589 | - | - | 274,171 | ||||||||||||||
| Disposal of interest in subsidiaries (note 6) | (2,159,755 | ) | (8,503,607 | ) | (224,969 | ) | (194,646 | ) | - | - | (11,082,977 | ) | |||||||||
| Foreign exchange adjustment | 77,570 | 266,870 | 7,927 | 6,869 | - | - | 359,236 | ||||||||||||||
| Balance, September 30, 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
| Carrying value | |||||||||||||||||||||
| Balance, December 31, 2024 | $ | 407,473 | $ | 1,679,766 | $ | 35,177 | $ | 57,433 | $ | 26,766,607 | $ | - | $ | 28,946,456 | |||||||
| Balance, September 30, 2025 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
8. Exploration and Evaluation Assets
| Acquisition | Exploration | ||||||||
| Cost | costs | costs | Total | ||||||
| Balance, December 31, 2023 | $ | 1,140,115 | $ | 3,636,294 | $ | 4,776,409 | |||
| Additions | - | 481,338 | 481,338 | ||||||
| Foreign exchange adjustment | - | 229,449 | 229,449 | ||||||
| Balance, December 31, 2024 | 1,140,115 | 4,347,081 | 5,487,196 | ||||||
| Additions | - | 395,382 | 395,382 | ||||||
| Disposal of interest in subsidiaries (note 6) | - | (4,243,418 | ) | (4,243,418 | ) | ||||
| Foreign exchange adjustment | - | 140,330 | 140,330 | ||||||
| Balance, September 30, 2025 | $ | 1,140,115 | $ | 639,375 | $ | 1,779,490 | |||
| Carrying value | |||||||||
| Balance, December 31, 2024 | $ | 1,140,115 | $ | 4,347,081 | $ | 5,487,196 | |||
| Balance, September 30, 2025 | $ | 1,140,115 | $ | 639,375 | $ | 1,779,490 |
9. Decommissioning Liability
The Company's decommissioning liability is a result of mining activities at the Omagh mine in Northern Ireland. The Company estimated its decommissioning liability at September 30, 2025 based on a risk-free discount rate of 1% (December 31, 2024 - 1%) and an inflation rate of 1.50% (December 31, 2024 - 1.50%). The expected undiscounted future obligations allowing for inflation are GBP 330,000 and based on management's best estimate the decommissioning is expected to occur over the next 5 to 10 years. On September 30, 2025, the estimated fair value of the liability is $nil (December 31, 2024 - $666,128). Changes in the provision during the nine months ended September 30, 2025 are as follows:
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Decommissioning liability, beginning of period | $ | 666,128 | $ | 611,452 | ||
| Accretion | 8,706 | 11,056 | ||||
| Foreign exchange | 24,944 | 43,620 | ||||
| Disposal of interest in subsidiaries (note 6) | (699,778 | ) | - | |||
| Decommissioning liability, end of period | $ | - | $ | 666,128 |
As required by the Crown in Northern Ireland, the Company is required to provide a bond for reclamation related to the Omagh mine in the amount of GBP nil (December 31, 2024 - GBP 300,000), of which GBP nil was funded as of September 30, 2025 (GBP 300,000 was funded as of December 31, 2024) and reported as long-term deposit of $nil (December 31, 2024 - $540,870).
10. Accounts Payable and Other Liabilities
Accounts payable and other liabilities of the Company are principally comprised of amounts outstanding for purchases relating to exploration costs on exploration and evaluation assets, general operating activities and professional fees activities.
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Accounts payable | $ | 301,091 | $ | 2,015,836 | ||
| Accrued liabilities | 459,170 | 1,421,166 | ||||
| Total accounts payable and other liabilities | $ | 760,261 | $ | 3,437,002 |
The following is an aged analysis of the accounts payable and other liabilities:
| As at | As at | |||||
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Less than 3 months | $ | 227,576 | $ | 496,691 | ||
| 3 to 12 months | 12,293 | 555,504 | ||||
| 12 to 24 months | 520,392 | 1,304,549 | ||||
| More than 24 months | - | 1,080,258 | ||||
| Total accounts payable and other liabilities | $ | 760,261 | $ | 3,437,002 |
11. Convertible Debentures
(i) On December 20, 2023, the Company closed a $3,502,054 (US$ 2,627,000) convertible debenture. The convertible debenture is unsecured, is for a term of three year commencing on the date that it is issued, carries a coupon of 10% per annum and is convertible into common shares of the Company. Each debenture consists of US$1,000 principal amount of unsecured convertible debentures. The convertible debentures have a term of 36 months from the date of issuance with a conversion price of US$0.255 being the equivalent of a conversion price of $0.35 per conversion share. A four month hold period will apply to common shares converted through the convertible debenture. The hold period expired on April 21, 2024.
In accordance with the terms of the convertible debentures, if, at any time following the issuance of the convertible debentures, the closing price of the common shares of the Company on the TSXV equals or exceeds $0.70 per common share for 10 consecutive trading days or more, the Company may elect to convert all but not less than all of the outstanding principal amount of the convertible debentures into conversion shares at the conversion price, upon giving the holders of the convertible debentures not less than 30 calendar days advance written notice. On December 20, 2026, any outstanding principal amount of convertible debentures plus any accrued and unpaid interest thereon shall be repaid by the Company in cash.
Interest on the principal amount outstanding under each convertible debenture shall accrue during the period commencing on December 20, 2023 until December 20, 2026 and shall be payable in cash on an annual basis on December 31st of each year (each, an "Interest Payment Date"); provided, however, that the first interest payment date shall be December 31, 2024. Each convertible debenture shall bear interest at a minimum interest rate of 10% per annum (the "Base Interest Rate"). During each interest period (an "Interest Period"), being the period commencing on December 20, 2023 to but excluding the first Interest Payment Date and thereafter the period from and including an Interest Payment Date to but excluding the next Interest Payment Date or other applicable payment date, the Base Interest Rate will be adjusted based on a gold price of US$2,000 per ounce, with the Base Interest Rate being increased by 1% per annum for each US$100 in which the average gold price for such Interest Period exceeds US$2,000 per ounce, up to a maximum interest rate of 30% per annum; provided, however, that, without the prior acceptance of the TSXV, the average interest rate shall not exceed 24% per annum during the term of the convertible debentures. Any adjustment to the Base Interest Rate in respect of an Interest Period shall be calculated based on the average gold price quoted by the London Bullion Market Association, being the LBMA Gold Price PM, in respect of the Interest Period ending on December 31, 2024, from December 20, 2023 to and including December 15, 2024, and for each subsequent Interest Period, from January 1st to and including December 15th of that year or 15 days prior to the applicable payment date.
Melquart Limited ("Melquart"), an insider and control person of the Company (as defined by the TSXV), subscribed for US$875,000. Ocean Partners, which has a common director with the Company, acquired US$875,000 aggregate principal amount of convertible debentures.
The Company paid a cash finder's fee of US$40,500 (CAD$53,990) and issued 158,823 non-transferable finder's warrants to Canaccord Genuity Corp. in consideration for providing certain finder services to the Company under the offering. Each finder warrant is exercisable to acquire one common share in the capital of the Company at an exercise price of $0.35 per common share at any time on or before December 20, 2026. The fair value of the 158,823 finder warrants was estimated at $24,670 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 107.02%, risk-free interest rate - 3.71% and an expected average life of 3 years.
The debentures consist of the liability component and conversion feature. Due to the convertible debenture being denominated in US$, the conversion feature has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was estimated to be $748,337 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 95.0%, risk-free interest rate - 3.94% and an expected average life of 3 years.
On issuance the fair value of the liability component was recorded at $2,918,833, discounted at an effective interest rate of 37%.
The Company incurred transaction costs of $153,481 which was allocated pro-rata on the value of the conversion feature and the liability component.
As at December 31, 2024, the fair value of the derivative liability was revalued at $60,086 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 100%, risk-free interest rate - 2.92% and an expected average life of 1.97 years.
During the year ended December 31, 2024, the Company recorded accretion expense of $389,379 and interest expense of $454,248 as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss. During the year ended December 31, 2024, $151,301 of the interest expense was related to the convertible debenture subscribed by Melquart. During the year ended December 31, 2024, $151,301 of the interest expense was related to the convertible debenture subscribed by Ocean Partners.
During the year ended December 31, 2024, $82,404 (US$60,000) of convertible debenture was converted into 235,294 common shares of the Company.
During the year ended December 31, 2024, the Company paid interest of $157,422 (US$109,411).
On September 23, 2025, Melquart converted $1,210,300 (US$875,000) of its convertible debenture and accrued interest of $252,853 (US$182,803) into 17,630,050 common shares of the Company.
On September 23, 2025, the Company and Ocean Partners reached a debt settlement agreement as part of the Transaction (note 6) and $1,210,300 (US$875,000) of its convertible debenture and accrued interest of $347,660 (US$251,345) was satisfied in full. The settlement resulted in the derecognition of the convertible debenture and accrued interest. The difference between the carrying amount of the extinguished obligations and the fair value of the liability was recognized in the unaudited condensed interim consolidated as a gain on extinguishment of convertible debentures of $302,888.
As at September 30, 2025, the fair value of the derivative liability was revalued at $58,635 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 142%, risk-free interest rate - 2.47% and an expected average life of 1.22 years.
During the three and nine months ended September 30, 2025, the Company recorded accretion expense of $120,244 and $383,524, respectively and interest expense of $106,613 and $341,820, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss. During the three and nine months ended September 30, 2025, $13,097 and $91,440, respectively of the interest expense was related to the convertible debenture subscribed by Melquart. During the three and nine months ended September 30, 2025, $108,992 and $187,335, respectively of the interest expense was related to the convertible debenture subscribed by Ocean Partners.
(ii) On February 5, 2024, the Company announced that it closed a debt settlement transaction, pursuant to which the Company settled US$2,711,000 of indebtedness owing to Ocean Partners through the issuance of US$2,711,000 aggregate principal amount of unsecured convertible debentures of the Company.
The convertible debenture issued in connection with the debt settlement were issued on substantially the same terms as the unsecured convertible debentures closed on December 20, 2023.
The debentures consist of the liability component and conversion feature. Due to the convertible debenture being denominated in US$, the conversion feature has been presented as a non-cash derivative liability.
On the date of issuance, the fair value of the derivative liability was estimated to be $748,337 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 95.0%, risk-free interest rate - 4.28% and an expected average life of 2.87 years.
The fair value of the liability component was recorded at $2,918,833, discounted at an effective interest rate of 20%.
As at December 31, 2024, the fair value of the derivative liability was revalued at $63,456 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 100%, risk-free interest rate - 2.92% and an expected average life of 1.97 years.
During the year ended December 31, 2024, the Company recorded accretion expense of $203,009 and interest expense of $482,978 as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss.
During the three and nine months ended September 30, 2025, the Company recorded accretion expense of $57,458 and $184,859, respectively and interest expense of $692,969 and $960,478, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss.
On September 23, 2025, the Company and Ocean Partners reached a debt settlement agreement as part of the Transaction (note 6) and $3,749,855 (US$2,711,000) of its convertible debenture and accrued interest of $1,049,874 (US$759,018) was satisfied in full. The settlement resulted in the derecognition of the convertible debenture and accrued interest. The difference between the carrying amount of the extinguished obligations and the fair value of the liability was recognized in the unaudited condensed interim consolidated as a loss on extinguishment of convertible debentures of $313,358.
| Convertible | Derivative | |||||
| debenture | liability | |||||
| Balance, December 31, 2023 | $ | 1,923,509 | $ | 1,245,627 | ||
| Principal amount (ii) | 3,667,170 | - | ||||
| Derivative liability component (ii) | (748,337 | ) | 748,337 | |||
| Convertible debenture converted (i) | (82,404 | ) | - | |||
| Interest payment (i) | (157,422 | ) | - | |||
| Interest expense (i)(ii) | 937,226 | - | ||||
| Accretion expense (i)(ii) | 592,388 | - | ||||
| Change in fair value (i)(ii) | - | (1,870,422 | ) | |||
| Foreign exchange adjustment | 424,025 | - | ||||
| Balance, December 31, 2024 | 6,556,155 | 123,542 | ||||
| Convertible debenture converted (i) | (1,149,650 | ) | (105,423 | ) | ||
| Extinguishment of convertible debentures (i)(ii) | (5,949,379 | ) | (432,052 | ) | ||
| Gain on extinguishment of convertible debentures (i)(ii) | 10,470 | - | ||||
| Interest expense (i)(ii) | 1,302,298 | - | ||||
| Accretion expense (i)(ii) | 568,383 | - | ||||
| Change in fair value (i)(ii) | - | 472,568 | ||||
| Foreign exchange adjustment | (255,820 | ) | - | |||
| Balance, September 30, 2025 | $ | 1,082,457 | $ | 58,635 |
12. Share Capital and Reserves
a) Authorized share capital
At September 30, 2025, the authorized share capital consisted of an unlimited number of common and preference shares issuable in Series.
The common shares do not have a par value. All issued shares are fully paid.
No preference shares have been issued. The preference shares do not have a par value.
b) Common shares issued
At September 30, 2025, the issued share capital amounted to $73,037,276. The continuity of issued share capital for the periods presented is as follows:
| Number of | ||||||
| common | ||||||
| shares | Amount | |||||
| Balance, December 31, 2023 | 114,841,403 | $ | 71,809,999 | |||
| Shares cancelled | (306,110 | ) | (110,200 | ) | ||
| Convertible debenture converted (note 11(i)) | 235,294 | 82,404 | ||||
| Balance, September 30, 2024 | 114,770,587 | $ | 71,782,203 | |||
| Balance, December 31, 2024 | 114,770,587 | $ | 71,782,203 | |||
| Convertible debenture converted (note 11(i)) | 17,630,050 | 1,255,073 | ||||
| Balance, September 30, 2025 | 132,400,637 | $ | 73,037,276 |
c) Warrant reserve
The following table shows the continuity of warrants for the periods presented:
| Weighted | ||||||
| average | ||||||
| Number of | exercise | |||||
| warrants | price | |||||
| Balance, December 31, 2023 | 19,658,904 | $ | 0.54 | |||
| Expired | (820,000 | ) | 0.45 | |||
| Balance, September 30, 2024 | 18,838,904 | $ | 0.54 | |||
| Balance, December 31, 2024 | 18,838,904 | $ | 0.54 | |||
| Expired | (8,674,631 | ) | 0.54 | |||
| Balance, September 30, 2025 | 10,164,273 | $ | 0.55 |
The following table reflects the actual warrants issued and outstanding as of September 30, 2025:
| Grant date | Exercise | ||||||||
| Number | fair value | price | |||||||
| Expiry date | of warrants | ($) | ($) | ||||||
| December 20, 2026 | 158,823 | 24,670 | 0.35 | ||||||
| March 27, 2028 | 7,924,841 | 1,284,806 | 0.55 | ||||||
| April 26, 2028 | 2,080,609 | 324,828 | 0.55 | ||||||
| 10,164,273 | 1,634,304 | 0.55 |
d) Stock options
The following table shows the continuity of stock options for the periods presented:
| Weighted | ||||||
| average | ||||||
| Number of | exercise | |||||
| options | price | |||||
| Balance, December 31, 2023 | 5,862,500 | $ | 0.78 | |||
| Granted (ii) | 3,175,000 | 0.23 | ||||
| Expired | (185,000 | ) | 0.90 | |||
| Cancelled (i) | (162,500 | ) | 0.61 | |||
| Balance, September 30, 2024 | 8,690,000 | $ | 0.58 | |||
| Balance, December 31, 2024 and September 30, 2025 | 8,690,000 | $ | 0.58 |
(i) The portion of the estimated fair value of options granted in the current and prior periods and vested during the three and nine months ended September 30, 2025, amounted to $24,354 and $135,269, respectively (three and nine months ended September 30, 2024 - $73,061 and $358,929, respectively). In addition, during the three and nine months ended September 30, 2025, nil options granted in the current and prior years were cancelled (three and nine months ended September 30, 2024 - nil and 162,500 options cancelled).
(ii) On April 29, 2024, the Company granted 3,175,000 stock options to directors, officers, employees and consultants of the Company to purchase common shares at $0.23 per share until April 29, 2029. The options will vest as to one third immediately and one third on each of April 29, 2025 and April 29, 2026. The fair value attributed to these options was $589,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 123.07%, risk-free interest rate - 3.81% and an expected average life of 5 years. The vested portion was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.
The following table reflects the actual stock options issued and outstanding as of September 30, 2025:
| Weighted average | Number of | ||||||||||
| remaining | Number of | options | Number of | ||||||||
| Exercise | contractual | options | vested | options | |||||||
| Expiry date | price ($) | life (years) | outstanding | (exercisable) | unvested | ||||||
| May 19, 2026 | 0.86 | 0.63 | 3,560,000 | 3,560,000 | - | ||||||
| June 21, 2026 | 0.73 | 0.72 | 425,000 | 425,000 | - | ||||||
| August 27, 2026 | 0.86 | 0.91 | 20,000 | 20,000 | - | ||||||
| May 3, 2027 | 0.60 | 1.59 | 1,560,000 | 1,560,000 | - | ||||||
| April 29, 2029 | 0.23 | 3.58 | 3,125,000 | 2,083,333 | 1,041,667 | ||||||
| 0.58 | 1.87 | 8,690,000 | 7,648,333 | 1,041,667 |
13. Net Loss per Common Share
The calculation of basic and diluted loss per share for the three and nine months ended September 30, 2025 was based on the loss attributable to common shareholders of $5,004,687 and $6,939,838, respectively (three and nine months ended September 30, 2024 - $740,629 and $2,985,864, respectively) and the weighted average number of common shares outstanding of 116,138,015 and 115,222,226, respectively (three and nine months ended September 30, 2024 - 114,770,587 and 114,725,407, respectively) for basic and diluted loss per share. Diluted loss did not include the effect of 10,164,273 warrants (three and nine months ended September 30, 2024 - 18,838,904) and 8,690,000 options (three and nine months ended September 30, 2024 - 8,690,000) for the three and nine months ended September 30, 2025, as they are anti-dilutive.
14. Revenues
Shipments of concentrate under the off-take arrangements commenced during the second quarter of 2019. Concentrate sales provisional revenues during the three and nine months ended September 30, 2025 totalled approximately US$566,000 ($787,929), respectively (three and nine months ended September 30, 2024 - US$197,000 (CAD$265,930) and US$528,000 (CAD$712,747), respectively). However, until the mine reaches the commencement of commercial production, the net proceeds from concentrate sales will be offset against Development assets.
15. Related Party Disclosures
Related parties pursuant to IFRS include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Related party transactions conducted in the normal course of operations are measured at the exchange amount and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.
(a) The Company entered into the following transactions with related parties:
| Three Months Ended | Nine Months Ended | ||||||||||||
| September 30, | September 30, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| Interest on related party loans | (i) | $ | 332,027 | $ | 156,096 | $ | 1,212,145 | $ | 453,202 |
(i) Refer to note 15(a)(iii)(iv).
(ii) Refer to note 11.
(iii) As at September 30, 2025, the Company owes Ocean Partners $208,815 (December 31, 2024 - $12,613,719) which is recorded as due to related parties on the unaudited condensed interim consolidated statement of financial position. The loan bears interest at an annual rate of 12% compounded monthly.
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Balance, beginning of period | $ | 12,613,719 | $ | 5,673,150 | ||
| Converted to convertible debentures (note 11(i)) | - | (2,457,358 | ) | |||
| Loans transferred to Ocean Partners | - | 7,096,775 | ||||
| Advance | 1,145,179 | 931,474 | ||||
| Repayment | - | (8,749 | ) | |||
| Interest | 1,112,172 | 897,886 | ||||
| Foreign exchange adjustment | (23,447 | ) | 480,541 | |||
| Disposal of interest in subsidiaries (note 6) | (14,638,808 | ) | - | |||
| Balance, end of period | $ | 208,815 | $ | 12,613,719 |
(iv)
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Melquart Limited | ||||||
| Financing facilities, beginning of period | $ | 922,030 | $ | 638,432 | ||
| Financing facility received | 184,850 | 137,936 | ||||
| Accretion | 1,415 | 8,492 | ||||
| Interest | 99,973 | 88,567 | ||||
| Foreign exchange adjustment | 36,994 | 48,603 | ||||
| Balance, end of period | $ | 1,245,262 | $ | 922,030 |
- 20 -
Galantas Gold Corporation
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
(b) Remuneration of officer and directors of the Company was as follows:
| Three Months Ended | Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Salaries and benefits (1) | $ | 125,253 | $ | 88,695 | $ | 371,368 | $ | 309,009 | ||||
| Stock-based compensation | 16,755 | 50,266 | 93,064 | 245,962 | ||||||||
| $ | 142,008 | $ | 138,961 | $ | 464,432 | $ | 554,971 |
(1) Salaries and benefits include director fees. As at September 30, 2025, due to directors for fees amounted to $315,000 (December 31, 2024 - $210,000) and due to officers, mainly for salaries and benefits accrued amounted to $237,799 (December 31, 2024 - $139,886), and is included with due to related parties.
(c) As at September 30, 2025, the issued shares of Galantas total 132,400,637. Ross Beaty owns 3,744,747 common shares of the Company or approximately 2.8% of the outstanding common shares. Premier Miton owns 4,848,243 common shares of the Company or approximately 3.7%. Melquart owns, directly and indirectly, 47,372,977 common shares of the Company or approximately 35.8% of the outstanding common shares of the Company. Eric Sprott owns 10,166,667 common shares of the Company or approximately 7.7%. Ocean Partners owns 5,269,477 common shares of the Company and approximately 4.0%.
Excluding the Melquart Ltd, Premier Miton, Mr. Beaty, Mr. Phelps and Mr. Sprott shareholdings discussed above, the remaining 46% of the shares are widely held, which includes various small holdings which are owned by directors of the Company. These holdings can change at anytime at the discretion of the of the owner.
The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.
16. Segment Disclosure
The Company has determined that it has one reportable segment. The Company's operations are substantially all related to its investment in Cavanacaw and its subsidiaries, Omagh and Flintridge. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Northern Ireland. Segmented information on a geographic basis is as follows:
| September 30, 2025 | United Kingdom | Canada | Total | ||||||
| Current assets | $ | - | $ | 209,475 | $ | 209,475 | |||
| Non-current assets | $ | 7,734,308 | $ | - | $ | 7,734,308 | |||
| Revenues | $ | - | $ | - | $ | - | |||
| December 31, 2024 | United Kingdom | Canada | Total | ||||||
| Current assets | $ | 838,421 | $ | 265,228 | $ | 1,103,649 | |||
| Non-current assets | $ | 33,115,564 | $ | 1,858,958 | $ | 34,974,522 | |||
| Revenues | $ | - | $ | - | $ | - |
17. Contingency
During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs ("HMRC") in the amount of $569,053 (GBP 304,290) in connection with an aggregate levy arising from the removal of waste rock from the mine site during 2008 and early 2009. Omagh believed this claim to be without merit. An appeal was lodged with the Tax Tribunals Service and the hearing started at the beginning of March 2017 and following a number of adjournments was completed in August 2018. During the year ended December 31, 2019, the Tax Tribunals Service issued their judgement dismissing the appeal by Omagh in respect of the assessments. As at December 31, 2024, a provision has been included in the unaudited condensed interim consolidated financial statements in respect of the aggregates levy plus interest and penalty.
On September 23, 2025, the Company sold 80% interest in Flintridge and 80% in Omagh to Ocean Partners as part of the Transaction and as a result, the provision is not included in the unaudited condensed interim consolidated financial statements anymore. Refer to note 6.
18. Events After the Reporting Period
(i) On November 13, 2025, the Company announced that it has entered into a share purchase agreement (the "Share Purchase Agreement"), pursuant to which Galantas will acquire all of the issued and outstanding common shares of RDL Mining Corp. ("RDL") in exchange for common shares ("Galantas Shares") of Galantas (the "RDL Transaction"). The RDL 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").
The Indiana Project sits within the rich copper-gold-silver belt of the coastal cordillera of the Atacama Region, Chile. 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.
RDL 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 RDL Transaction is subject to a number of terms and conditions contained in the Share Purchase Agreement, including without limitation, the approval of 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 RDL 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 ($20.9 million) to Activa over a period of five years (the "Option Period"), with the first payment of US$500,000 ($696,050) paid by Ocean Partners 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 ($1.4 million) in years one and two, US$2 million ($2.8 million) in years three and four and a final payment of US$8.5 million ($11.8 million) in year five (together, the "Option Payments").
RDL has committed to spend a minimum of US$1 million ($1.4 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.
Details on RDL
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 $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 $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.
Board of Directors and Management
Promptly following the closing of the RDL Transaction and subject to regulatory approval(s), Galantas will appoint Lawrence Roulston to its board of directors (the "Galantas Board") as a non-executive director and Robert Sedgemore as its Senior Vice President, Operations. Mr. Roulston will receive $30,000 per annum in director fees. Each of Mr. Roulston and Mr. Sedgemore are current shareholders and directors of RDL. No other changes are expected to be made to the Galantas Board or its senior management in connection with the RDL Transaction.
Dorian L. Nicol will act as a special advisor to the Company regarding exploration, on terms to be agreed between the parties in advance of closing of the RDL Transaction.
Concurrent Financing
Concurrent with the RDL Transaction, Galantas intends to raise up to $7 million pursuant to a brokered private placement of up to 87,500,000 units of Galantas, at a price of $0.08 per Unit (the "Concurrent Financing").
Each unit will be comprised of one Galantas Share and one Galantas Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Galantas Share for $0.12 for a period of 36 months from the closing date of the Concurrent Financing.
The Company has granted the agents an over-allotment option (the "Agents' Option"), which will permit the agents to raise up to an additional $1.05 million through sales of additional units. As compensation for their services, the Company will pay to the agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Concurrent Financing and the Company will issue to the agents compensation warrants in an amount equal to 7.0% of the units sold in the Concurrent Financing. Each compensation warrant will entitle the holder thereof to acquire one Galantas Share for $0.08 for a period of 24 months from the closing date of the Concurrent Financing. The Galantas Shares, Warrants and compensation warrants issuable from the Concurrent Financing will be subject to a statutory hold period expiring four months and one day from the closing of the Concurrent Financing.
Completion of the Concurrent Financing is expected to occur on or around December 4, 2025, and is subject to obtaining the required approvals of the TSXV and satisfaction of customary closing conditions.
RDL Transaction Timeline
Pursuant to the Share Purchase Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the RDL Transaction in the fourth quarter of 2025.
Approval of Board of Directors and Shareholder Support
After consultation with its financial and legal advisors, the Galantas Board of Directors unanimously approved the entering into of the Share Purchase Agreement.
Following consultation with certain shareholders, the Company has received confirmation from its shareholders who hold approximately 57% of the issued and outstanding Galantas Shares, confirming that they are fully supportive of each of the components of the RDL Transaction and that they would vote in favour of the RDL Transaction were a vote on the matter put to the shareholders of the Company at a general meeting. The Company confirms that there are currently no plans to hold a general meeting in order to approve the RDL Transaction.
(ii) On November 21, 2025, the Company announced the increase of the Concurrent Financing to raise up to $13.5 million, consisting of 168,750,000 units at a price of $0.08 per unit. The size of the over-allotment option granted to the agents will be upsized to permit the agents to raise up to an additional $2,025,000 through sales of up to 25,312,500 additional units.
Completion of the Concurrent Financing is expected to occur on or around December 10, 2025, and is subject to obtaining the required approvals of the TSXV and satisfaction of customary closing conditions.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
QRTDBBDBDBDDGUR