Galantas Gold Announces Closing of US$2.6 Million Private Placement of Unsecured Convertible Debentures and Terms of Debt Settlement Transaction

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TORONTO, Dec. 20, 2023 (GLOBE NEWSWIRE) -- Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQX: GALKF) ("Galantas" or the "Company") is pleased to announce the closing of its previously announced non-brokered private placement, pursuant to which the Company sold US$2,627,000 aggregate principal amount of unsecured convertible debentures of the Company (the "Debentures"), in the principal amount of US$1,000 per Debenture (the "Offering"). The net proceeds of the Offering are expected to be used for exploration and development, working capital and for general corporate purposes.

Each Debenture is convertible at the option of the holder thereof into common shares in the capital of the Company (the "Conversion Shares") at a conversion price of US$0.255 per Conversion Share (the "Conversion Price") at any time prior to 5:00 p.m. (Toronto time) on the last business day immediately preceding December 20, 2026 (the "Maturity Date"). In accordance with the terms of the Debentures, if, at any time following the issuance of the Debentures, the closing price of the common shares of the Company on the TSX Venture Exchange (the "TSXV") equals or exceeds C$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 Debentures into Conversion Shares at the Conversion Price, upon giving the holders of the Debentures not less than 30 calendar days advance written notice. On the Maturity Date, any outstanding principal amount of Debentures plus any accrued and unpaid interest thereon shall be repaid by the Company in cash.

Interest on the principal amount outstanding under each Debenture shall accrue during the period commencing on the date hereof (the "Closing Date") until the Maturity Date and shall be payable in cash on an annual basis on December 31^st of each year (each, an "Interest Payment Date"); provided, however, that the first Interest Payment Date shall be December 31, 2024. Each 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 the Closing Date 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 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 the Closing Date to and including December 15, 2024, and for each subsequent Interest Period, from January 1^st to and including December 15^th of that year or 15 days prior to the applicable payment date.