Galantas Gold Announces Closing of US$2.6 Million Private Placement of Unsecured Convertible Debentures and Terms of Debt Settlement Transaction - Seite 2

In connection with the Offering, the Company paid a cash finder's fee of US$40,500 and issued 158,823 non-transferable finder's warrants ("Finder 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 C$0.35 per common share at any time on or before December 20, 2026.

In connection with the Offering, Ocean Partners UK Ltd. acquired US$875,000 aggregate principal amount of Debentures.

The Offering remains subject to the final acceptance of the TSXV. The securities issued pursuant to the Offering are subject to a four-month hold period under applicable Canadian securities laws which will expire on April 21, 2024.

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 securities in any state in which such offer, solicitation or sale would be unlawful.

Debt Settlement Transaction

The Company is also pleased to announce the terms of a proposed debt settlement transaction (the "Debt Settlement") with an arm's length creditor of the Company pursuant to which the Company intends to settle approximately US$2,712,000 of indebtedness through the issuance of US$2,712,000 aggregate principal amount of Debentures on substantially the same terms as the Debentures issued under the Offering.

Closing of the Debt Settlement is expected to occur on or about December 29, 2023, and remains subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the conditional acceptance of the TSXV. The securities issued pursuant to the Debt Settlement will be subject to a four-month hold period under applicable Canadian securities laws.

61-101 Disclosure

In connection with the Offering, Melquart Ltd. ("Melquart") subscribed for US$875,000 aggregate principal of Debentures. Melquart is a "related party" of the Company by virtue of being a control person of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the participation of Melquart in the Offering constitutes a "related party transaction" for purposes of MI 61-101. The Company has completed the Offering in reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted on a specified market under MI 61-101. Additionally, the Company is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves "interested parties", 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 participation therein by Melquart was not confirmed until shortly prior to closing, and the Company wished to close the Offering as expeditiously as possible.