29th Aug 2025 07:00
GALANTAS GOLD CORPORATION
TSXV & AIM: Symbol GAL
GALANTAS REPORT FINANCIAL RESULTS FOR THE QUARTER ENDED June 30, 2025
August 29, 2025: Galantas Gold Corporation (the 'Company') is pleased to announce its unaudited financial results for the Quarter ended June 30, 2025.
Financial Highlights
Highlights of the second quarter 2025 results, which are expressed in Canadian Dollars, are summarized below:
All figures denominated in Canadian Dollars (CDN$) |
Quarter Ended June 30
2025 2024 | |
Revenue | $ 0 | $ 0 |
Cost and expenses of operations | $ (14,471) | $ (30,318) |
Loss before the undernoted | $ (14,471) | $ (30,318) |
Depreciation | $ (93,803) | $ (107,281) |
General administrative expenses | $ (1,274,016) | $ (1,507,639) |
Foreign exchange gain (loss) | $ 656,841 | $ (31,399) |
Unrealized gain on derivative fair value adjustment | $ 48,747 | $ 85,018 |
Write-down of prepaid expenses | $ (33,333) | $ - |
Net (Loss) for the quarter | $ (710,035) | $ (1,591,619) |
Working Capital Deficit | $ (18,510,440) | $ (12,593,186) |
Cash loss from operating activities before changes in non-cash working capital | $ (151,930) | $ (961,910) |
Cash at June 30, 2025 | $ 245,085 | $ 395,514 |
Sales revenue for the quarter ended June 30, 2025 amounted to $ Nil compared to revenue of $ Nil for the quarter ended June 30, 2024. Shipments of concentrate commenced during the third quarter of 2019. Concentrate sales provisional revenues totalled US$ Nil for the second quarter of 2025 compared to US$ 124,000 for the second 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 June 30, 2025 amounted to $ 710,035 (2024: $ 1,591,619) and the cash outflow from operating activities before changes in non-cash working capital for the quarter ended June 30, 2025 amounted to $ 151,930 (2024: $ 961,910).
The Company had a cash balance of $ 245,085 at June 30, 2025 compared to $ 395,514 at June 30, 2024. The working capital deficit at June 30, 2025 amounted to $ 18,510,440 compared to a working capital deficit of $ 12,593,186 at June 30, 2024.
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/0985X_1-2025-8-28.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.
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries
Galantas Gold Corporation Mario Stifano - CEOEmail: [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 Six Months Ended June 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 Interim Consolidated Statements of Financial Position(Expressed in Canadian Dollars)(Unaudited) |
As atJune 30,2025 | As atDecember 31,2024 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | 245,085 | $ | 525,643 | ||
Accounts receivable and prepaid expenses (note 4) | 367,262 | 364,362 | ||||
Inventories (note 5) | 248,510 | 213,644 | ||||
Total current assets | 860,857 | 1,103,649 | ||||
Non-current assets | ||||||
Property, plant and equipment (note 6) | 30,575,592 | 28,946,456 | ||||
Long-term deposit (note 8) | 560,970 | 540,870 | ||||
Exploration and evaluation assets (note 7) | 5,789,202 | 5,487,196 | ||||
Total non-current assets | 36,925,764 | 34,974,522 | ||||
Total assets | $ | 37,786,621 | $ | 36,078,171 | ||
EQUITY AND LIABILITIES | ||||||
Current liabilities | ||||||
Accounts payable and other liabilities (notes 9 and 16) | $ | 3,394,750 | $ | 3,437,002 | ||
Due to related parties (note 14) | 15,976,547 | 13,885,635 | ||||
Total current liabilities | 19,371,297 | 17,322,637 | ||||
Non-current liabilities | ||||||
Decommissioning liability (note 8) | 696,788 | 666,128 | ||||
Convertible debenture (note 10) | 7,080,905 | 6,556,155 | ||||
Derivative liability (note 10) | 440,085 | 123,542 | ||||
Total non-current liabilities | 8,217,778 | 7,345,825 | ||||
Total liabilities | 27,589,075 | 24,668,462 | ||||
Equity | ||||||
Share capital (note 11(a)(b)) | 71,782,203 | 71,782,203 | ||||
Reserves | 20,871,488 | 20,148,500 | ||||
Deficit | (82,456,145 | ) | (80,520,994 | ) | ||
Total equity | 10,197,546 | 11,409,709 | ||||
Total equity and liabilities | $ | 37,786,621 | $ | 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 16)
Event after the reporting period (note 17)
Galantas Gold Corporation Condensed Interim Consolidated Statements of Loss(Expressed in Canadian Dollars)(Unaudited) |
Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||
Revenues | ||||||||||||
Sales of concentrate (note 13) | $ | - | $ | - | $ | - | $ | - | ||||
Cost and expenses of operations | ||||||||||||
Cost of sales | 14,471 | 30,318 | 29,406 | 47,650 | ||||||||
Depreciation (note 6) | 93,803 | 107,281 | 183,595 | 213,507 | ||||||||
108,274 | 137,599 | 213,001 | 261,157 | |||||||||
Loss before general administrative and other expense (income) | (108,274 | ) | (137,599 | ) | (213,001 | ) | (261,157 | ) | ||||
General administrative expenses | ||||||||||||
Management and administration wages (note 14) | 161,903 | 150,050 | 291,685 | 260,982 | ||||||||
Other operating expenses | 31,506 | 38,115 | 62,522 | 73,025 | ||||||||
Accounting and corporate | 21,258 | 25,078 | 39,124 | 53,606 | ||||||||
Legal and audit | 64,934 | 70,516 | 93,618 | 103,465 | ||||||||
Stock-based compensation (notes 11(d) and 14) | 39,442 | 256,054 | 110,915 | 285,868 | ||||||||
Shareholder communication and investor relations | 194,729 | 77,997 | 253,950 | 201,533 | ||||||||
Transfer agent | 22,605 | 39,786 | 26,189 | 61,051 | ||||||||
Director fees (note 14) | 35,000 | 35,000 | 70,000 | 70,000 | ||||||||
General office | 4,566 | 10,775 | 12,340 | 33,735 | ||||||||
Accretion expenses (notes 8, 10 and 14) | 194,719 | 338,045 | 397,870 | 631,320 | ||||||||
Loan interest and bank charges less deposit interest (notes 10 and 14) | 503,354 | 466,223 | 1,003,291 | 906,089 | ||||||||
1,274,016 | 1,507,639 | 2,361,504 | 2,680,674 | |||||||||
Other expense (income) | ||||||||||||
Foreign exchange loss | (656,841 | ) | 31,399 | (900,341 | ) | (87,728 | ) | |||||
Unrealized (loss) gain on derivative fair value adjustment (note 10) | (48,747 | ) | (85,018 | ) | 316,543 | (608,868 | ) | |||||
Write-down (write-up) of prepaid expenses (note 4) | 33,333 | - | (55,556 | ) | - | |||||||
(672,255 | ) | (53,619 | ) | (639,354 | ) | (696,596 | ) | |||||
Net loss for the period | $ | (710,035 | ) | $ | (1,591,619 | ) | $ | (1,935,151)$ | (2,245,235 | ) | ||
Basic and diluted net loss per share (note 12) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02) $ | (0.02 | ) | ||
Weighted average number of common shares outstanding - basic and diluted (note 12) | 114,770,587 | 114,673,471 | 114,770,587 | 114,702,474 | ||||||||
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold CorporationCondensed Interim Consolidated Statements of Comprehensive Loss(Expressed in Canadian Dollars)(Unaudited) |
Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||
Net loss for the period | $ | (710,035 | ) | $ | (1,591,619 | ) | $ | (1,935,151 | ) | $ | (2,245,235 | ) |
Other comprehensive income | ||||||||||||
Items that will be reclassified subsequently to profit or loss | ||||||||||||
Exchange differences on translating foreign operations | 195,423 | 194,751 | 612,073 | 272,085 | ||||||||
Total comprehensive loss | $ | (514,612 | ) | $ | (1,396,868 | ) | $ | (1,323,078)$ | (1,973,150 | ) | ||
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold CorporationCondensed Interim Consolidated Statements of Cash Flows(Expressed in Canadian Dollars)(Unaudited) |
Six Months EndedJune 30, | ||||||
2025 | 2024 | |||||
Operating activities | ||||||
Net loss for the period | $ | (1,935,151)$ | (2,245,235 | ) | ||
Adjustment for: | ||||||
Depreciation (note 6) | 183,595 | 213,507 | ||||
Stock-based compensation (note 11(d)) | 110,915 | 285,868 | ||||
Accrued interest (notes 10 and 14) | 1,382,834 | 885,547 | ||||
Foreign exchange gain | (608,536 | ) | (124,049 | ) | ||
Accretion expenses (notes 8, 10 and 14) | 397,870 | 631,320 | ||||
Unrealized loss (gain) on derivative fair value adjustment (note 10) | 316,543 | (608,868 | ) | |||
Non-cash working capital items: | ||||||
Accounts receivable and prepaid expenses | 2,374 | 177,552 | ||||
Inventories | (34,866 | ) | (124,931 | ) | ||
Accounts payable and other liabilities | (138,255 | ) | (484,066 | ) | ||
Net cash and cash equivalents used in operating activities | (322,677 | ) | (1,393,355 | ) | ||
Investing activities | ||||||
Net purchase of property, plant and equipment | (748,512 | ) | (868,853 | ) | ||
Exploration and evaluation assets | (162,169 | ) | (307,718 | ) | ||
Net cash and cash equivalents used in investing activities | (910,681 | ) | (1,176,571 | ) | ||
Financing activities | ||||||
Advances from related parties | 944,108 | 363,097 | ||||
Net cash and cash equivalents provided by financing activities | 944,108 | 363,097 | ||||
Net change in cash and cash equivalents | (289,250 | ) | (2,206,829 | ) | ||
Effect of exchange rate changes on cash held in foreign currencies | 8,692 | 9,078 | ||||
Cash and cash equivalents, beginning of period | 525,643 | 2,593,265 | ||||
Cash and cash equivalents, end of period | $ | 245,085 | $ | 395,514 | ||
Cash | $ | 245,085 | $ | 395,514 | ||
Cash equivalents | - | - | ||||
Cash and cash equivalents | $ | 245,085 | $ | 395,514 | ||
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold CorporationCondensed Interim Consolidated Statements of Changes in Equity(Expressed in Canadian Dollars)(Unaudited) |
Reserves | |||||||||||||||||||||
Sharecapital | Warrantsreserve | Equity settledshare-basedpaymentsreserve | Foreigncurrencytranslationreserve | 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 10) | 82,404 | - | - | - | - | 82,404 | |||||||||||||||
Stock-based compensation (note 11(d)) | - | - | 285,868 | - | - | 285,868 | |||||||||||||||
Exchange differences on translating foreign operations | - | - | - | 272,085 | - | 272,085 | |||||||||||||||
Net loss for the period | - | - | - | - | (2,245,235 | ) | (2,245,235 | ) | |||||||||||||
Balance, June 30, 2024 | $ | 71,782,203 | $ | 3,546,313 | $ | 14,631,406 | $ | 959,701 | $ | (81,277,545 | ) | $ | 9,642,078 | ||||||||
Balance, December 31, 2024 | $ | 71,782,203 | $ | 3,401,849 | $ | 14,921,992 | $ | 1,824,659 | $ | (80,520,994 | ) | $ | 11,409,709 | ||||||||
Stock-based compensation (note 11(d)) | - | - | 110,915 | - | - | 110,915 | |||||||||||||||
Warrants expired | - | (1,767,545 | ) | 1,767,545 | - | - | - | ||||||||||||||
Exchange differences on translating foreign operations | - | - | 612,073 | - | 612,073 | ||||||||||||||||
Net loss for the period | - | - | - | - | (1,935,151 | ) | (1,935,151 | ) | |||||||||||||
Balance, June 30, 2025 | $ | 71,782,203 | $ | 1,634,304 | $ | 16,800,452 | $ | 2,436,732 | $ | (82,456,145) | $ | 10,197,546 | |||||||||
The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.
Galantas Gold CorporationNotes to Condensed Interim Consolidated Financial StatementsThree and Six Months Ended June 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.
The Company's operations include the consolidated results of Gairloch, Cavanacaw, and its wholly-owned subsidiaries Omagh, Galántas and Flintridge.
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 has 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.
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 June 30, 2025, the Company had a deficit of $82,456,145 (December 31, 2024 - $80,520,994). Comprehensive loss for the six months ended June 30, 2025 was $1,323,078 (six months ended June 30, 2024 - $1,973,150). 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
Statement of compliance
The Company applies International Financial Reporting 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 August 28, 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. 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.
4. Accounts Receivable and Prepaid Expenses
As atJune 30,2025 | As atDecember 31,2025 | |||||
Sales tax receivable - Canada | $ | 20,624 | $ | 13,225 | ||
Valued added tax receivable - Northern Ireland | 58,775 | 61,414 | ||||
Accounts receivable | 57,662 | 69,806 | ||||
Prepaid expenses | 230,201 | 219,917 | ||||
$ | 367,262 | $ | 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 six months ended June 30, 2025, prepaid expenses were (written-down) written-up by $(33,333) and $55,556, respectively (three and six months ended June 30, 2024 - $nil) to reflect anticipated value of associated services to be received in future.
The following is an aged analysis of receivables:
As atJune 30,2025 | As atDecember 31,2024 | |||||
Less than 3 months | $ | 79,399 | $ | 101,263 | ||
3 to 12 months | 29,632 | 20,173 | ||||
More than 12 months | 28,030 | 23,009 | ||||
Total accounts receivable | $ | 137,061 | $ | 144,445 |
5. Inventories
As atJune 30,2025 | As atDecember 31,2024 | |||||
Concentrate inventories | $ | 248,510 | $ | 213,644 |
6. Property, Plant and Equipment
Freehold | Plant | Motor | Office | ||||||||||||||||||
land and | and | 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 | - | - | - | - | 748,512 | - |
| 748,512 | |||||||||||||
Foreign exchange adjustment | 92,444 | 357,704 | 9,066 | 8,868 | 985,355 | - |
| 1,453,437 | |||||||||||||
Balance, June 30, 2025 | $ | 2,580,023 | $ | 10,016,958 | $ | 253,031 | $ | 247,489 | $ | 28,500,474 | $ | - | $ | 41,597,975 | |||||||
|
| ||||||||||||||||||||
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 | 1,394 | 172,249 | 5,534 | 4,418 | - | - |
| 183,595 | |||||||||||||
Foreign exchange adjustment | 77,319 | 297,291 | 7,824 | 6,784 | - | - |
| 389,218 | |||||||||||||
Balance, June 30, 2025 | $ | 2,158,819 | $ | 8,449,028 | $ | 222,146 | $ | 192,390 | $ | - | $ | - | $ | 11,022,383 | |||||||
|
|
| |||||||||||||||||||
Carrying value |
|
| |||||||||||||||||||
Balance, December 31, 2024 | $ | 407,473 | $ | 1,679,766 | $ | 35,177 | $ | 57,433 | $ | 26,766,607 | $ | - | $ | 28,946,456 | |||||||
Balance, June 30, 2025 | $ | 421,204 | $ | 1,567,930 | $ | 30,885 | $ | 55,099 | $ | 28,500,474 | $ | - | $ | 30,575,592 |
7. 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 | - | 162,169 | 162,169 | ||||||
Foreign exchange adjustment | - | 139,837 | 139,837 | ||||||
Balance, June 30, 2025 | $ | 1,140,115 | $ | 4,649,087 | $ | 5,789,202 | |||
Carrying value | |||||||||
Balance, December 31, 2024 | $ | 1,140,115 | $ | 4,347,081 | $ | 5,487,196 | |||
Balance, June 30, 2025 | $ | 1,140,115 | $ | 4,649,087 | $ | 5,789,202 | |||
8. 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 June 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 June 30, 2025, the estimated fair value of the liability is $696,788 (December 31, 2024 - $666,128). Changes in the provision during the six months ended June 30, 2025 are as follows:
As at | As at | |||||
June 30, | December 31, | |||||
2025 | 2024 | |||||
Decommissioning liability, beginning of period | $ | 666,128 | $ | 611,452 | ||
Accretion | 5,774 | 11,056 | ||||
Foreign exchange | 24,886 | 43,620 | ||||
Decommissioning liability, end of period | $ | 696,788 | $ | 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 300,000 (December 31, 2024 - GBP 300,000), of which GBP 300,000 was funded as of June 30, 2025 (GBP 300,000 was funded as of December 31, 2024) and reported as long-term deposit of $560,970 (December 31, 2024 - $540,870).
9. 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 | |||||
June 30, | December 31, | |||||
2025 | 2024 | |||||
Accounts payable | $ | 2,068,352 | $ | 2,015,836 | ||
Accrued liabilities | 1,326,398 | 1,421,166 | ||||
Total accounts payable and other liabilities | $ | 3,394,750 | $ | 3,437,002 | ||
The following is an aged analysis of the accounts payable and other liabilities:
As at | As at | |||||
June 30, | December 31, | |||||
2025 | 2024 | |||||
Less than 3 months | $ | 483,090 | $ | 496,691 | ||
3 to 12 months | 566,111 | 555,504 | ||||
12 to 24 months | 948,237 | 1,304,549 | ||||
More than 24 months (see also note 16) | 1,397,312 | 1,080,258 | ||||
Total accounts payable and other liabilities | $ | 3,394,750 | $ | 3,437,002 | ||
10. 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).
As at June 30, 2025, the fair value of the derivative liability was revalued at $214,039 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 130%, risk-free interest rate - 2.60% and an expected average life of 1.47 years.
During the three and six months ended June 30, 2025, the Company recorded accretion expense of $129,254 and $263,280, respectively and interest expense of $115,472 and $235,207, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss. During the three and six months ended June 30, 2025, $38,462 and $78,343, respectively of the interest expense was related to the convertible debenture subscribed by Melquart. During the three and six months ended June 30, 2025, $38,462 and $78,343, 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.
As at June 30, 2025, the fair value of the derivative liability was revalued at $226,046 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 130%, risk-free interest rate - 2.60% and an expected average life of 1.47 years.
During the three and six months ended June 30, 2025, the Company recorded accretion expense of $62,546 and $127,401, respectively and interest expense of $131,330 and $267,509, respectively as loan interest and bank charges less deposit interest in the unaudited condensed interim consolidated statement of loss.
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 | ||||
Interest expense (i)(ii) | 502,716 | - | ||||
Accretion expense (i)(ii) | 390,681 | - | ||||
Change in fair value (i)(ii) | - | 316,543 | ||||
Foreign exchange adjustment | (368,647 | ) | - | |||
Balance, June 30, 2025 | $ | 7,080,905 | $ | 440,085 |
11. Share Capital and Reserves
a) Authorized share capital
At June 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 June 30, 2025, the issued share capital amounted to $71,782,203. The continuity of issued share capital for the periods presented is as follows:
Number ofcommonshares | Amount | |||||
Balance, December 31, 2023 | 114,841,403 | $ | 71,809,999 | |||
Shares cancelled | (306,110 | ) | (110,200 | ) | ||
Convertible debenture converted (note 10) | 235,294 | 82,404 | ||||
Balance, June 30, 2024 | 114,770,587 | $ | 71,782,203 |
Number ofcommonshares | Amount | |||||
Balance, December 31, 2024 and June 30, 2025 | 114,770,587 | $ | 71,782,203 |
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 and June 30, 2024 | 19,658,904 | $ | 0.54 | |||
Balance, December 31, 2024 | 18,838,904 | $ | 0.54 | |||
Expired | (8,674,631 | ) | 0.54 | |||
Balance, June 30, 2025 | 10,164,273 | $ | 0.55 |
The following table reflects the actual warrants issued and outstanding as of June 30, 2025:
Expiry date | Numberof warrants | Grant datefair value($) | Exerciseprice($) | ||||||
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, June 30, 2024 | 8,690,000 | $ | 0.58 | |||
Balance, December 31, 2024 and June 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 six months ended June 30, 2025, amounted to $39,442 and $110,915, respectively (three and six months ended June 30, 2024 - $256,054 and $285,868, respectively). In addition, during the three and six months ended June 30, 2025, nil options granted in the current and prior years were cancelled (three and six months ended June 30, 2024 - 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 $589,000 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%, expected volatility - 123.07%, risk-free interest rate - 3.81% and an expected average life of 5 years. The vested portion was expensed in the unaudited condensed interim consolidated statements of loss and credited to equity settled share-based payments reserve.
The following table reflects the actual stock options issued and outstanding as of June 30, 2025:
Weighted average | Number of | Number of | Number of | ||||||||||||
remaining | options | ||||||||||||||
Exercise | contractual | options | vested | options | |||||||||||
Expiry date | price ($) | life (years) | outstanding | (exercisable) | unvested | ||||||||||
May 19, 2026 | 0.86 | 0.88 | 3,560,000 | 3,560,000 | - | ||||||||||
June 21, 2026 | 0.73 | 0.98 | 425,000 | 425,000 | - | ||||||||||
August 27, 2026 | 0.86 | 1.16 | 20,000 | 20,000 | - | ||||||||||
May 3, 2027 | 0.60 | 1.84 | 1,560,000 | 1,560,000 | - | ||||||||||
April 29, 2029 | 0.23 | 3.83 | 3,125,000 | 2,083,333 | 1,041,667 | ||||||||||
0.58 | 2.12 | 8,690,000 | 7,648,333 | 1,041,667 |
12. Net Loss per Common Share
The calculation of basic and diluted loss per share for the three and six months ended June 30, 2025 was based on the loss attributable to common shareholders of $710,035 and $1,935,151, respectively (three and six months ended June 30, 2024 - $1,591,619 and $2,245,235, respectively) and the weighted average number of common shares outstanding of 114,770,587 and 114,770,587, respectively (three and six months ended June 30, 2024 - 114,673,471 and 114,702,474, respectively) for basic and diluted loss per share. Diluted loss did not include the effect of 10,164,273 warrants (three and six months ended June 30, 2024 - 19,658,904) and 8,690,000 options (three and six months ended June 30, 2024 - 8,690,000) for the three and six months ended June 30, 2025, as they are anti-dilutive.
13. Revenues
Shipments of concentrate under the off-take arrangements commenced during the second quarter of 2019. Concentrate sales provisional revenues during the three and six months ended June 30, 2025 totalled approximately $nil (three and six months ended June 30, 2024 - US$124,000 (CAD$169,719) and US$331,000 (CAD$453,040). However, until the mine reaches the commencement of commercial production, the net proceeds from concentrate sales will be offset against Development assets.
14. 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 | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||
Interest on related party loans | (i) | $ | 460,901 | $ | 153,799 | $ | 880,118 | $ | 297,106 | ||||
(i) Refer to note 14(a)(iii)(iv).
(ii) Refer to note 10.
(iii) As at June 30, 2025, the Company owes Ocean Partners $14,347,814 (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.
June 30, | December 31, | |||||
2025 | 2024 | |||||
Balance, beginning of period | $ | 12,613,719 | $ | 5,673,150 | ||
Converted to convertible debentures (note 10) | - | (2,457,358 | ) | |||
Loans transferred to Ocean Partners | - | 7,096,775 | ||||
Advance | 944,108 | 931,474 | ||||
Repayment | - | (8,749 | ) | |||
Interest | 816,560 | 897,886 | ||||
Foreign exchange adjustment | (26,573 | ) | 480,541 | |||
Balance, end of period | $ | 14,347,814 | $ | 12,613,719 | ||
(iv)
June 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 | 63,558 | 88,567 | ||||
Foreign exchange adjustment | 36,656 | 48,603 | ||||
Balance, end of period | $ | 1,208,509 | $ | 922,030 | ||
(b) Remuneration of officer and directors of the Company was as follows:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||
Salaries and benefits (1) | $ | 90,624 | $ | 128,193 | $ | 211,115 | $ | 220,314 | ||||
Stock-based compensation | 27,136 | 174,127 | 76,309 | 195,696 | ||||||||
$ | 117,760 | $ | 302,320 | $ | 287,424 | $ | 416,010 | |||||
(1) Salaries and benefits include director fees. As at June 30, 2025, due to directors for fees amounted to $280,000 (December 31, 2024 - $210,000) and due to officers, mainly for salaries and benefits accrued amounted to $140,224 (December 31, 2024 - $139,886), and is included with due to related parties.
(c) As at June 30, 2025, the issued shares of Galantas total 114,770,587. Ross Beaty owns 3,744,747 common shares of the Company or approximately 3.3% of the outstanding common shares. Premier Miton owns 4,848,243 common shares of the Company or approximately 4.2%. Melquart owns, directly and indirectly, 28,140,195 common shares of the Company or approximately 24.5% of the outstanding common shares of the Company. G&F Phelps owns 5,353,818 common shares of the Company or approximately 4.7%. Eric Sprott owns 10,166,667 common shares of the Company or approximately 8.9%. Mike Gentile owns 6,217,222 common shares of the Company or approximately 5.4%. Ocean Partners owns 5,269,477 common shares of the Company and approximately 4.6%.
Excluding the Melquart Ltd, Premier Miton, Mr. Beaty, Mr. Phelps, Mr. Sprott and Mr. Gentile shareholdings discussed above, the remaining 49% 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.
15. 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:
June 30, 2025 | United Kingdom | Canada | Total | ||||||
Current assets | $ | 606,302 | $ | 254,555 | $ | 860,857 | |||
Non-current assets | $ | 35,016,100 | $ | 1,909,664 | $ | 36,925,764 | |||
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 | $ | - | $ | - | $ | - |
16. 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 $568,992 (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. A provision has now been included in the unaudited condensed interim consolidated financial statements in respect of the aggregates levy plus interest and penalty.
There is a contingent liability in respect of potential additional interest which may be applied in respect of the aggregates levy dispute. Omagh is unable to make a reliable estimate of the amount of the potential additional interest that may be applied by HMRC.
17. Event After the Reporting Period
On June 6, 2025, the Company entered into a Binding Term Sheet with Ocean Partners to joint venture the Omagh Project. Ocean Partners will exchange approximately US$14 million (GBP 10.3 million) in existing loans for an 80% interest in Flintridge and 80% interest in Omagh, subsidiaries of Galantas which together own the Omagh Project (the "Proposed Transaction"). The remaining 20% interest in Flintridge and 20% interest in Omagh will be retained by Galantas. Following the Proposed Transaction, Ocean Partners will have the option to convert the approximately US$1 million (GBP 738,784) of remaining debt into a 0.001% interest in Flintridge at any time after mining has restarted on the Omagh Project.
Ocean Partners will invest an initial US$3 million (GBP 2.2 million) in the Omagh Project for exploration, a restart plan and general and administrative costs for a period of up to one year (the "Initial Term"). After the Initial Term, Ocean Partners will have the option to invest an additional US$5 million (GBP 3.7 million) for exploration and commissioning a development program for a period of up to one year (the "Second Term"). Galantas will be free carried on the initial US$3 million (GBP 2.2 million) investment and will have the option to invest its pro-rata share on future investments, including the Second Term.
Upon closing of the Proposed Transaction, Ocean Partners and Galantas will sign a shareholders agreement (the "Joint Venture") focused on exploration and restart plans with Ocean Partners as project operator. The board of directors of Flintridge shall be comprised of four representatives of Ocean Partners and one representative of the Company for so long as the Company owns at least a 10% interest in Flintridge. There will be no change to the board of directors of the Company following the Proposed Transaction. Flintridge will have a fixed valuation of US$15 million (GBP 11.1 million) for future cash calls.
During the Initial Term, Galantas shall have the option (the "Galantas Option") to convert its 20% ownership interest in Flintridge into a 3.00% net smelter return royalty (the "3% NSR"). 50% of the 3% NSR shall be subject to a buy-back provision for US$8 million (GBP £5.9 million) by Flintridge. In the event that: (i) Galantas does not exercise the Galantas Option during the Initial Term; and (ii) Galantas is diluted to below 10% ownership in Flintridge, the entirety of Galantas' ownership shall automatically convert to a 1.5% net smelter return royalty (the "1.5% NSR"). The remaining 50% of the 1.5% NSR shall be subject to a buy-back provision for US$4 million (GBP 3.0 million) by Flintridge.
Galantas has entered into an exclusivity period with Ocean Partners regarding the Proposed Transaction, including without limitation, the settling of the form of Definitive Agreements, until the earlier of (i) the date of the execution of a mutually acceptable Definitive Agreements, (ii) the date upon which Ocean Partners and Galantas mutually agree in writing to terminate discussions, or (iii) June 30, 2025, unless extended by mutual agreement by Ocean Partners and Galantas.
The Proposed Transaction remains subject to conditions precedent, including Ocean Partners board approval and completion of due diligence by Ocean Partners, the completion of definitive documentation and the receipt of all required approvals and consents, including shareholder approval by Galantas shareholders as well as formal filings with and approval from the TSXV. Galantas shareholders approved the Proposed Transaction on August 5, 2025.
Melquart, a shareholder with 24.5% ownership, indicated that, subject to approval by the Company's shareholders, it intends to convert US$875,000 (GBP 646,171) of its debt held as a convertible note plus accrued interest of US$182,803 (GBP 134,997) into 17,630,050 common shares of no par value ("Common Shares") in Galantas at a deemed price of US$0.06 (GBP 0.044) per share (the "Melquart Debt Transaction").
Following the Melquart Debt Transaction, Melquart will hold 47,372,977 Common Shares equal to approximately 35.4% of the Company's issued share capital.
Related Shares:
Galantas Gold