Galantas Gold Corporation, a publicly traded gold and copper company, has announced a significant amendment to its share purchase agreement with Mr. Luis Catril, a former shareholder of Compañía Minera e Inmobiliaria Dragones SpA (Dragones). This adjustment, effective July 24, 2026, modifies the timing of cash payments and solidifies Galantas’ role as a guarantor and joint co-debtor.
The amendment, known as the SPA Amendment accelerates the final payment date from December 31, 2029, to December 31, 2028. This change is part of a broader restructuring of the Dragones Agreements which outline the terms of Galantas’ acquisition of Dragones. The total cash consideration under these agreements amounts to US$31 million, with US$9.0 million already paid to former Dragones shareholders, including the issuance of 91,313,890 common shares to Mr. Catril.
Key Changes to the Payment Structure
The SPA Amendment introduces a new payment schedule for the remaining US$22.0 million. The revised timeline is as follows:
- By December 31, 2026 US$3.0 million is payable to the Dragones shareholders.
- By April 25, 2027 US$9.0 million is payable to the Dragones shareholders.
- By December 31, 2027 US$4.0 million is payable to the Dragones shareholders.
- By December 31, 2028 US$6.0 million is payable to the Dragones shareholders.
This accelerated timeline is designed to provide greater financial clarity and stability for both Galantas and the former Dragones shareholders. The amendment also includes provisions that allow former Dragones shareholders to seek the transfer of Dragones shares back to them if payments are not completed within the required timelines, with partial payments being forfeited.
The Role of Galantas as Guarantor and Co-Debtor
Under the SPA Amendment, Galantas assumes the role of guarantor and joint and several co-debtor for the remaining cash payments. This means that Galantas is fully responsible for ensuring that the payments are made on time. The company’s subsidiary, Compañía Minera OXI SpA (OXI), continues to hold 100% of the shares of Dragones, the owner of the Andacollo Gold Project.
The amendment also includes a release from Mr. Catril, acknowledging full payment of the variable amount of 91,313,890 shares of Galantas owed under the applicable Dragones Agreement. This release protects the company and its affiliates from any potential disputes relating to the Dragones Agreement.
Regulatory Compliance and Shareholder Considerations
The SPA Amendment constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 (MI 61-101) and TSX Venture Exchange (TSXV) Policy 5.9. As Mr. Catril beneficially owns or exercises control or direction over more than 10% of the outstanding common shares of Galantas, the company is relying on specific exemptions from formal valuation and minority shareholder approval requirements.
For the purposes of the AIM Rules for Companies, Luis Catril is deemed a related party, and the SPA Amendment and Co-Debtor are considered related-party transactions. The Directors of Galantas, who are all considered independent of the SPA Amendment, have consulted with their Nominated Adviser and consider the amendment to be fair and reasonable for the company’s shareholders.
Galantas Gold Corporation is focused on the acquisition, development, and advancement of gold and copper assets in stable mining jurisdictions. The company is currently advancing the development of the Indiana Project and the Andacollo Gold Project in Chile. Galantas’ strategy is to build long-term shareholder value through disciplined capital allocation, technically rigorous project evaluation, and responsible development of high-quality mineral assets.
This news release contains forward-looking information and statements within the meaning of applicable Canadian securities laws. Forward-looking information is based on the company’s current expectations, estimates, projections, assumptions, and beliefs. It involves known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such information.
Readers are cautioned not to place undue reliance on forward-looking information. The company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.
