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Galileo Resources Plc LSE:GLR London Ordinary Share GB00B115T142 ORD 0.1P
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Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 0.0 0.0 0.0 90.0 10

Galileo Resources PLC Interim Results

31/12/2021 7:52am

UK Regulatory (RNS & others)


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RNS Number : 1694X

Galileo Resources PLC

31 December 2021

Galileo Resources PLC

("Galileo" or "the Company" or "the Group")

Unaudited interim results for the six months ended 30 September 2021

Galileo (AIM: GLR) , the exploration and development mining company, announces its unaudited interim results for the six-month period ended 30 September 2021. A copy of the interim results is available on the Company's website, www.galileoresources.com .

Operational Highlights

BOTSWANA - Kalahari Copperbelt

Period under review

On 2 August 2021 the Company announced that had it entered into a variation agreement dated 30 July 2021 (the "First Variation Agreement") with ASX listed Sandfire Resources Limited (ASX:SFR) ("Sandfire") in relation to its conditional licence sale agreement (the "Licence Sale Agreement") with Sandfire.

The Parties entered into the First Variation Agreement to facilitate the continuity of exploration expenditure on the Included Licences and to amend the list of Included Licences and Excluded Licences. The key commercial terms of the First Variation Agreement were to make the following variations to the Licence Sale Agreement:

-- Change the long stop date for the meeting of the conditions from 31 July 2021 to 31 August 2021;

-- Sandfire to at completion of the Licence Sale Agreement, reimburse Galileo up to US$500,000 of exploration expenditure incurred by Galileo in relation to licence obligations of certain Included Licences being transferred to Sandfire (the "Reimbursed Exploration Expenditure");

-- Sandfire's US$4,000,000 Exploration Commitment under the Licence Sale Agreement to be reduced by the amount of the Reimbursed Exploration Expenditure;

-- PL 368/2018 which was due to expire on 30 September 2021 to be removed from the list of Included Licences to be transferred to Sandfire as this licence is, with the agreement of Sandfire, being relinquished; and

-- Removing the option for Sandfire to elect to pay the Success Payment under the Licence Sale Agreement by issuing Sandfire shares to Galileo which means the Success Payment if due will be paid in cash.

On 1 September 2021, the Company announced that it had entered into a second variation agreement (the Second Variation Agreement) with Sandfire in relation to the Licence Sale Agreement to extend the long stop date to 15 September 2021 to facilitate the completion of the processes to obtain Ministerial Consent.

The Licence Sale Agreement transaction was completed on 22 September 2021.

Post period under review

On 8 November 2021 the Company provided an update on progress of a drilling campaign on the Kalahari Copper Belt licences, with more than 5,000 metres (m) of mixed core and reverse circulation drilling ('RC') completed on five of the Kalahari Copper Belt exploration licences. This included work on both the Company's retained licences and the Sandfire Agreement Licences (see RNS dated 16 September 2021), with the agreement of Sandfire Resources. Amongst the results reported were:

-- Drilling on the Sandfire Agreement Licences intersected visible copper mineralisation at 242.7m in core hole BDDD004 on PL366/2018 in the form of vein-hosted chalcopyrite.

-- Galileo drilled in two of its retained licences, PL40/2018 and PL253/2018, with most holes intersecting the target D'kar/Ngwako Pan Fm. One hole intersected a 6.32m interval of 2-5% fine-grained disseminated pyrite at the target horizon level which it was considered might represent a hydrothermal mineral system lateral to a copper occurrence.

-- RC drilling was ongoing on PL253/2018 and diamond drilling had commenced on PL39/2018 with the aim of testing an extensive airborne EM target on this property, focussed on the margins of a regional scale dome feature.

ZAMBIA

Kashitu

Period under review

The Company has continued to make plans for a drilling programme at the Kashitu zinc project. Site visits were undertaken to establish the suitability of several potential drill sites, with the focus on initial testing of a high-grade willemite zinc silicate vein zone which has been partially mined previously in a small open pit.

The aim is to undertake the programme, subject to access constraints during the rainy season.

Star Zinc

Period under review

The Company received an amount of US$50K from Siege Mining Limited under the agreement signed on 4 March 2021 in relation to the ceding of ownership and operation of the Star Zinc Project.

Shinganda Project

Post period under review

On 7 December 2021 the Company announced that it had entered into an Option and Joint Venture agreement with Garbo Resource Solutions Ltd ("Garbo"), a private special purpose UK company established to hold the Shinganda copper-gold property located in Central Zambia. The property is held as a large-scale exploration licence No. 22990-HQ-LEL, covering an area of 186.76km(2) , by Garbo Resource Zambia Ltd., which is 99.4% owned by Garbo. The principal terms of the agreement are as follows:

-- The option agreement gives Galileo the right to earn an initial 51% interest in the Shinganda copper-gold project in central Zambia, subject to any necessary Zambian regulatory approval, by spending US$0.5m on exploration and evaluation over two years.

-- The Company can subsequently increase its interest through entering into a Joint Venture to develop a mining operation, ranging from 65% interest for a large deposit of greater than 1Mt of contained copper equivalent, up to an 85% interest in a smaller deposit of less than 200,000 tonnes of contained copper equivalent.

The project area covers part of a major 10km structural trend with two previously developed small-scale open pit copper-gold mines. Very limited historic drilling on the property is reported to have intersected 1.07% Cu over a true width of 28.3m at shallow depth within supergene copper oxides. Drilling on the structure off-property to the west by Vale S.A. recorded 2m @ 3.93% Cu, 1.72 g/t Au.

Galileo plans to review past exploration data followed by a drilling programme focussed on testing the tenor and extent of the shallow copper/gold mineralisation indicated by previous drilling and nearby mining. Historic grab sampling in an exploration pit towards the south of the Project area by Vale S.A., with reported assay values of 10.45% Cu, 11g/t Au, will also be followed up in the field by Galileo for confirmation purposes.

Luansobe Copper Project

Post period under review

On 30 December 2021, the Company announced that it had entered into a Joint Venture Agreement (the "JV Agreement") on 29 December 2021 with Statunga Investments Limited (the "Vendor"), a private Zambian company owns the Luansobe Project comprising small-scale exploration licence No. 28340-HQ-SEL, covering an area of 918 Hectares granted on 16 February 2021 and with its initial 4-year term expiring on 15 February 2025.

The Luansobe area is situated some 15km to the northwest of Mufulira Mine in the Zambian Copperbelt which produced well over 9Mt of copper metal during its operation. It forms part of the northwestern limb of the northwest - southeast trending Mufulira syncline and is essentially a strike continuation of Mufulira, with copper mineralisation hosted in the same stratigraphic horizons. At the Luansobe prospect mineralisation occurs over two contiguous zones, dipping at 20-30 degrees to the northeast, over a strike length of about 3km and to a vertical depth of at least 1,250m.

The JV Agreement provides Galileo the right to earn an initial 75% interest in a special purpose joint venture company (the "JV Company") to be established under Zambia law to, with Ministerial Consent, acquire the Licence, and the technical information and other information and assets related to the Luansobe Project by making an initial payment of US$200,000 and a second payment of US$200,000 in the initial period from the date of the JV Agreement by 20 February 2022 (the "Initial JV Period") and issuing 5,000,000 Galileo shares to the Vendor. Based on the closing price share price of 0.98 pence on 29 December 2021 the last practicable date prior to this issue of this announcement, the aggregate consideration will be approximately GBP350,000.

During the Initial JV Period the Company will conduct further due diligence in relation to the Luansobe Project and may at its sole discretion at any time prior to the end of the Initial JV Period give notice to the Vendor that it has decided not to proceed with the Joint Venture.

The Company has undertaken to commence raw data investigation of the technical information available in relation to the Project and devise an exploration programme for the Luansobe Project, which in their opinion maximise the value of the Luansobe Project with a view to completing a Project Feasibility Study within 18 months of 20 February 2022.

SOUTH AFRICA

Glenover Phosphate Project ("Glenover")

Period under review

The Company continued to support Glenover in its application for a mining licence. Golder Associates completed a revised waste management facility design for environmental authorisation for the project which was submitted to the South African Department of Water and Sanitation. A Record of Decision was awaited in order to finalise Glenover's mining right.

Post period under review

The Company announced on 9 December 2021 that;

-- Glenover in which Galileo has a 29% direct shareholding and a 4.99% indirect shareholding held via Galagen Proprietary Limited who are the BEE partner of Galileo entered into an Asset sale agreement with JSE Limited listed Afrimat Limited (JSE: AFT) ("Afrimat") for ZAR 250M (approx. GBP11.64m) of certain deposits of phosphate rock located at the Glenover Mine and mining rights to mine the Vermiculite Deposit at the Glenover Mine (the "Asset Sale Agreement").

o ZAR 215.1M (approx. GBP10m) of the Asset Sale Agreement consideration is unconditional and is anticipated to result in a dividend of ZAR42M (approx. approx. GBP1.97M) being paid to Galileo by 28 February 2022 in respect of its 29% direct shareholding in Glenover; and

o ZAR34.9M (approx. GBP1.64m ) of the Asset Sale Agreement consideration is conditional on the issue of a vermiculite mining licence to Glenover and is anticipated to result in a dividend to Galileo of Afrimat Shares worth approximately ZAR10M (approx.GBP0.47K) in Q3 2022 in respect of its 29% direct shareholding in Glenover.

o

-- Glenover also entered into a conditional sale of shares agreement between Afrimat, Glenover and the shareholders of Glenover including Galileo Resources SA (Pty) Ltd the Company's wholly owned South African subsidiary under which Glenover has the option to acquire the sale of shares in and shareholders loans made to Glenover for ZAR300M (approx. GBP14m) which is expected to complete by 15 June 2023 if the option is exercised ("Conditional Share Sale Agreement"). Galileo's 29% share of the gross Conditional Share Sale Agreement consideration in respect of its 29% direct shareholding in Glenover is ZAR87M (approx. GBP4.1m)

NEVADA

Ferber gold-copper project

Post period under review

Galileo initiated a project review aimed at identifying drill targets to test both skarn-type gold-copper occurrences and small-scale workings and Carlin-type gold occurrences on the 100% held property. Several priority drill sites were highlighted, with drill testing now planned for early in 2022.

FUNDRAISING

Period under review

   --    The Company issued 133 666 664 new ordinary shares to raise GBP 2 million before expenses 

For further information, please contact:

 
 Colin Bird, Chairman & CEO       Tel +44 (0) 20 7581 4477 
 Edward Slowey, Executive        Tel +353 (1) 601 4466 
  Director 
 
  www.galileoresources.com 
 
   Beaumont Cornish Limited 
   Nominated Advisor 
   Roland Cornish/James Biddle     Tel +44 (0)20 7628 3396 
 
   Novum Securities Limited 
   - Broker                        Tel +44 (0)20 7382 8416 
   Colin Rowbury/ Jon Belliss 
 

Statement of Responsibility for the six months ended 30 September 2021

The directors are responsible for preparing the consolidated interim financial statements for the six months ended 30 September 2021 and they acknowledge, to the best of their knowledge and belief, that:

-- the consolidated interim financial statements for the six months ended 30 September 2021 have been prepared in accordance with IAS 34 - Interim Financial Reporting, as adopted by the EU;

-- based on the information and explanations given by management, the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the consolidated interim financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss;

-- the going concern basis has been adopted in preparing the consolidated interim financial statements and the directors of Galileo have no reason to believe that the Group will not be a going concern in the foreseeable future, based on forecasts and available cash resources;

   --   these consolidated interim financial statements support the viability of the Company; and 

-- having reviewed the Group's financial position at the balance sheet date and for the period ending on the anniversary of the date of approval of these financial statements they are satisfied that the Group has, or has access to, adequate resources to continue in operational existence for the foreseeable future.

   C Bird                                     Chairman and Chief Executive Officer 

31 December 2021

 
 CONSOLIDATED STATEMENTS OF FINANCIAL                Six months       Six months             Year 
  POSITION                                                ended            ended            ended 
                                                   30 September     30 September         31 March 
                                                           2021             2020             2021 
 
 
                                                    (Unaudited)      (Unaudited)        (Audited) 
                                                           GBPs             GBPs             GBPs 
 ASSETS 
 
 Intangible assets                                    2,854,706        3,610,194        2,114,817 
 Investment in joint ventures                         1,990,053        1,867,227        1,979,640 
 Loans to joint ventures and 
  associates                                            364,644          339,420          345,684 
 Other financial assets                               1,440,148          351,881          373,521 
                                                ---------------  ---------------  --------------- 
 Non-current assets                                   6,649,551        6,168,722        4,813,662 
                                                ---------------  ---------------  --------------- 
 
 Trade and other receivables                             49,796            5,452            1,359 
 Other financial assets                                   6,930                -                - 
 Cash and cash equivalents                            3,523,794        1,054,247        1,392,955 
                                                ---------------  ---------------  --------------- 
 Current assets                                       3,580,520        1,059,699        1,394,314 
                                                ---------------  ---------------  --------------- 
 Non-current assets held for 
  sale                                                1,574,160                -        3,952,786 
                                                ---------------  ---------------  --------------- 
 Total Assets                                        11,804,231        7,228,421       10,160,763 
                                                ---------------  ---------------  --------------- 
 
 EQUITY AND LIABILITIES 
 
 Share capital and share premium                     31,636,356       27,774,345       29,705,244 
 Reserves                                               887,304          749,594          837,700 
 Accumulated loss                                  (21,687,406)     (21,589,733)     (21,134,916) 
                                                ---------------  ---------------  --------------- 
 Equity                                              10,836,254        6,934,206        9,408,028 
                                                ---------------  ---------------  --------------- 
 
 Liabilities 
 Other financial liabilities                                  6                5                5 
 Deferred taxation                                      425,813                -          425,813 
 Non-current liabilities                                425,819                5          425,818 
                                                ---------------  ---------------  --------------- 
 
 
 Trade and other payables                               542,158          294,210          326,916 
                                                ---------------  ---------------  --------------- 
 Total liabilities                                      967,977          294,215          752,735 
                                                ---------------  ---------------  --------------- 
 
 Total Equity and liabilities                        11,804,231        7,228,421       10,160,763 
                                                ---------------  ---------------  --------------- 
 
 
 Joel Silberstein 
  31 December 2021 
  Company number: 05679987 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE 
  INCOME FOR THE SIX MONTHSED                    Six months       Six months 
  30 SEPTEMBER 2021                                       ended            ended 
                                                   30 September     30 September 
                                                           2021             2020 
                                                    (Unaudited)      (Unaudited) 
                                                           GBPs             GBPs 
 Revenue                                                      -                - 
 Operating expenses                                   (556,524)        (360,390) 
                                                ---------------  --------------- 
 Operating loss                                       (556,524)        (360,390) 
 Investment revenue                                           -                - 
 Gain on bargain purchase through                             - 
  business combinations 
 Share of loss from equity accounted 
  investments                                             4,031          (6,555) 
 Loss for the period                                  (552,493)        (366,945) 
 Other comprehensive loss: 
 Exchange differences on translating 
  foreign operations                                     41,091        (119,646) 
                                                ---------------  --------------- 
 Total comprehensive loss                             (511,402)        (486,591) 
                                                ---------------  --------------- 
 
 Total comprehensive loss attributable 
  to: 
 Owners of the parent                                 (511,402)        (486,591) 
 
 Weighted average number of shares 
  in issue                                        919,808,258        600,066,170 
 
 Basic loss per share - pence                            (0.06)           (0.06) 
 
 

STATEMENTS OF CHANGES IN EQUITY as at 30 September 2021

 
                                                                            Share Share     Total capital   Foreign currency                 Convertible      Share based     Total        Accumulated     Total 
                                                                                capital                          translation                 instruments  payment reserve   reserves              loss    equity 
                                                                                premium                              reserve 
                                                                                                                                                                           -----------                  -------- 
 
Figures in Pound Sterling 
 
 
 
                                                                                                                     reserve 
---------------------------------------------------------------------------------------  ----------------  -----------------  --------------------------  ---------------      -------  --------------  -------- 
Balance at 1 April 2020                6,168,446        20,300,873                         26,469,319      (709 982)                 1,047,821             283,292             621,131    (21 222 788)      5,867,662 
Loss for the year                              -                 -                                  -              -                         -                   -                   -          87,877         87,877 
Other comprehensive income                     -                 -                                  -       (66,513)                         -                   -            (66,513)               -       (66,513) 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Total comprehensive income 
 for the year                                  -                 -                                  -       (66,513)                         -                   -            (66,513)          87,877         21,364 
Issue of warrants                              -         (150,544)                          (150,544)              -                         -             150,544             150,544               -              - 
Options granted                                -                 -                                  -              -                         -             270,595             270,595               -        270,595 
Warrants exercised                             -           138,057                            138,057              -                         -           (138,057)           (138,057)               -              - 
                                                                                                                 - - 
Issue of shares                          354,163         2,894,249                          3,248,412             --                         -                   -                   -               -      3,248,412 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Total contributions by and 
 distributions to owners of 
 company recognised directly                                                                                                                 - 
 in equity                               354,163         2,881,762                          3,235,925              -                         -             283,082             283,082               -      3,519,007 
Balance at 1 April 2021                6,522,609        23,182,635                         29,705,244      (776,495)                 1,047,821             566,374             837,700    (21,134,913)      9,408,031 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Loss for the 6 months                   -                        -                                  -              -                         -                   -                   -       (552,493)      (552,493) 
Other comprehensive income              -                        -                                  -         41,091                         -                   -              41,091                         41,091 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Total comprehensive income 
 for the 6 months                       -                        -                                  -         41,091                                                            41,091       (552,493)      (511,402) 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Warrants issued                         -                        -                                  -              -                         -               8,513               8,513               -          8,513 
Warrants exercised                      -                        -                                  -              -                         -                   -                   -               -              - 
Issue of shares                       95,567             1,835,545                          1,931,112              -                         -                   -                   -               -      1,931,112 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
Total contributions by and 
 distributions to owners of 
 company recognised directly 
 in equity                             95,567            1,835,545                          1,931,112              -                         -               8,513               8,513               -      1,939,625 
Balance at 30 September 2021        6,618,176           25,018,180                         31,636,356      (735,404)                 1,047,821             574,887             887,304    (21,687,406)   10,836,254 
                                  --------------  ----------------  ---------------------------------  -------------  ------------------------  ------------------  ------------------  --------------  ------------- 
 
 
 
 
 CONSOLIDATED STATEMENTS OF                Six months      Six months          Year 
  CASH FLOW FOR THE SIX MONTHS                  ended           ended         endedED 30 SEPTEMBER 2021                30 September    30 September      31 March 
                                                 2021            2020          2021 
                                          (Unaudited)     (Unaudited)     (Audited) 
                                                 GBPs            GBPs          GBPs 
 
 Cash used in operations                    (175,946)       (315 552)   (1,186,567) 
 Interest income                                    -               -             - 
 Net cash from operating activities         (175,946)       (315 552)   (1,186,567) 
                                       --------------  --------------  ------------ 
 
 Investment in intangible assets            (700,753)       (167 738)     (453,724) 
 Proceeds on sale of non-current            1,095,385               -             - 
  assets held for sale 
 Loans advanced                              (18,960)        (45 848)      (84,239) 
 Net cash from investing activities           375,672       (213 586)     (537,963) 
                                       --------------  --------------  ------------ 
 
 Proceeds on share issue                    1,931,113       1 226 900     2,761,000 
                                       --------------  --------------  ------------ 
 Net cash flows from financing 
  activities                                1,931,113       1 226 900     2,761,000 
 Total cash movement for the 
  period                                    2,130,839         697 762     1,036,470 
 Cash at the beginning of the 
  period                                    1,392,955         356 485       356,485 
                                       --------------  --------------  ------------ 
 Total cash at end of the period            3,523,794       1 054 247     1,392,955 
                                       --------------  --------------  ------------ 
 
 

Notes to the Financial Statements

   1.         Status of interim report 

The Group unaudited condensed interim results for the 6 months ended 30 September 2021 have been prepared using the accounting policies applied by the Company in its 31 March 2021

annual report, which are in accordance with International Financial Reporting Standards (IFRS and IFRC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU ("IFRS"), including the SAICA financial reporting guides as issued by the Accounting Practices Committee, IAS 34 - Interim Financial Reporting, , the AIM rules of the London Stock Exchange and the Companies Act 2006 (UK). This condensed consolidated interim financial report does not include all notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 March 2021 and any public announcements by Galileo Resources Plc. All monetary information is presented in the presentation currency of the Company being Great British Pound. The Group's principal accounting policies and assumptions have been applied consistently over the current and prior comparative financial period. The financial information for the year ended 31 March 2021 contained in this interim report does not constitute statutory accounts as defined by section 435 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.

   2.         Basis of preparation 

The consolidated annual financial statements incorporate the annual financial statements of the Company and all entities, including special purpose entities, which are controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. The results of subsidiaries are included in the consolidated annual financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the annual financial statements of subsidiaries to bring their accounting policies in line with those of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the Group's interest therein and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest. Transactions which result in changes in ownership levels, where the Group has control of the subsidiary both before and after the transaction, are regarded as equity transactions and are recognised directly in the statement of changes in equity. The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent.

   3.         Segmental analysis 

Business segments

The Company's investments in subsidiaries and associates, that were operational during the period, operate in four geographical locations being South Africa, Zambia, Botswana and USA, and are organised into one business unit, namely Mineral Assets, from which the Group's expenses are incurred and future revenues are expected to be earned. This being the exploration for and extraction of its mineral assets through direct and indirect holdings. The reporting on these investments to the board focuses on the use of funds towards the respective projects and the forecasted profit earnings potential of the projects. An analysis of the loss on ordinary activities before taxation is given below:

 
 
                                              Six months     Six months          Year 
                                                ended 30       ended 30 
                                               September      September         ended 
                                                    2021           2020      31 March 
                                             (Unaudited)    (Unaudited)          2021 
                                                                            (Audited) 
                                                    GBPs           GBPs          GBPs 
Loss on ordinary activities 
 before taxation: 
Rare earths, aggregates 
 and iron ore and manganese                        4,031        (6,555)       (9,088) 
Gold, Copper - USA                               (2 288)              -             - 
Copper Botswana                                (110 638)              -     1,569,776 
Corporate costs                                (443,598)      (360,390)   (1,472,816) 
                                               (552,493)      (366,945)        87,872 
                                           -------------  -------------  ------------ 
 
 
   4.         Financial review 

The Group reported a net loss of GBP 552 493 (2020: GBP 366,945) before and after taxation. Basic loss reported is 0.06 pence (2020: 0.06 pence) per share. Loss per share is based on a weighted average number of ordinary shares of 919 808 258 (2020: 600 066 170 ).

   5.         Share Capital 

During the period under review the Company issued a total of 138 066 664 bringing the total number of shares in issue at the period end to 1 050 042 981 ordinary shares. During the period under review the Company issued 133 666 664 ordinary shares for cash to raise GBP 2.0 million before expenses and 4 400 000 ordinary shares through the exercise of warrants with total proceeds of GBP 0.03 million. Post the period under review the Company issued a total of 41 903 863 ordinary shares bringing the total shares in issue at the date of this report to 1 091 946 844 ordinary shares.

During the period under review the Company issued new ordinary shares as follows:

 
                            Number of 
  Date                ordinary shares 
===================  ================ 
Opening balance           911 976 317 
Warrants exercised          4 400 000 
===================  ================ 
Placing for cash          133 666 664 
===================  ================ 
Closing balance         1 050 042 981 
===================  ================ 
 

Post the period under review the Company issued new ordinary shares as follows:

 
                                                 Number of 
  Date                                     ordinary shares 
========================================  ================ 
Opening balance                              1 050 042 981 
Warrants exercised                              23 312 500 
========================================  ================ 
Shares in lieu of director remuneration         16 425 032 
========================================  ================ 
Shares issued in lieu of consultant 
 fees                                            2 166 331 
========================================  ================ 
Closing balance                              1 091 946 844 
========================================  ================ 
 

The Company had the following warrants outstanding at the period end:

 
 Issue date    Number of warrants           Issue          Expiry date 
                                             price 
                                             (pence) 
 
 01-Nov-19                    24 125 000            0.60   2021/10/18 
              ---------------------------  -------------  ------------ 
 12-Jun-20                    27 281 250           1.25    2021/12/12 
              ---------------------------  -------------  ------------ 
 24-Jun-20                      5 625 000           0.80   2021/12/24 
              ---------------------------  -------------  ------------ 
 24-Jun-20                    12 943 750            1.25   2021/12/24 
              ---------------------------  -------------  ------------ 
 15-Sep-20                    10 000 000            2.00   2022/10/15 
              ---------------------------  -------------  ------------ 
 01-Jun-21                      3 341 666           2.25   2023/06/01 
              ---------------------------  -------------  ------------ 
 01-Jun-21                    66 833 332            2.25   2023/06/01 
              ---------------------------  -------------  ------------ 
                            150 149 998 
              ---------------------------  -------------  ------------ 
 
 

The Company had the following warrants outstanding at the date of this report:

 
 Issue date    Number of warrants           Issue          Expiry date 
                                             price 
                                             (pence) 
 
 15-Sep-20                    10 000 000            2.00   2022/10/15 
              ---------------------------  -------------  ------------ 
 01-Jun-21                      3 341 666           2.25   2023/06/01 
              ---------------------------  -------------  ------------ 
 01-Jun-21                    66 833 332            2.25   2023/06/01 
              ---------------------------  -------------  ------------ 
                            80 174 998 
              ---------------------------  -------------  ------------ 
 
 
   6.         Intangible assets 

Reconciliation of Intangible assets:

Group as at 30 September 2021

 
                      Asset       Opening balance       Disposal        Additions           Foreign              Closing 
                   currency                              as part                           exchange              balance 
                                                       of assets                          movements 
                                                        held for 
                                                            sale 
  Exploration 
   and 
   evaluation 
   asset - 
   Botswana 
   (1)                  BWP             2,796,950    (2,378,626)          605,575               391            1,024,290 
                -----------  --------------------  -------------  ---------------  ----------------  ------------------- 
  Exploration 
   and 
   evaluation 
   asset - 
   U.S.A.               US$             1,696,493              -           95,178            38,744            1,830,415 
                -----------  --------------------  -------------  ---------------  ----------------  ------------------- 
 Total intangible 
  assets                                4,493,443    (2,378,626)          700,753            39,135            2,854,705 
                             --------------------  -------------  ---------------  ----------------  ------------------- 
 Exploration 
  and 
  evaluation 
  asset - 
  Zambia 
  held for 
  sale 
  (2)                   ZMW             1,574,160              -                -                 -            1,574,160 
                -----------  --------------------  -------------  ---------------  ----------------  ------------------- 
                                        6,067,603    (2,378,626)          700,753            39,135            4 428 865 
 --------------------------  --------------------  -------------  ---------------  ----------------  ------------------- 
 

Botswana

   1.   Sale of 9 licenses held in the Kalahari Copper Belt 

Further to announcements in May 2020 and October 2020, Sandfire and Galileo entered into a variation agreement on 30 July2021. The key commercial terms of the Variation Agreement were to make the following variations to the Licence Sale Agreement:

-- Change the long stop date for the meeting of the conditions from 31 July 2021 to 31 August 2021;

-- Sandfire to at completion of the Licence Sale Agreement, reimburse Galileo up to US$500,000 of exploration expenditure incurred by Galileo in relation to licence obligations of certain Included Licences being transferred to Sandfire (the "Reimbursed Exploration Expenditure");

-- Sandfire's US$4,000,000 Exploration Commitment under the Licence Sale Agreement to be reduced by the amount of the Reimbursed Exploration Expenditure;

-- PL 368/2018 which was due to expire on 30 September 2021 to be removed from the list of Included Licences to be transferred to Sandfire as this licence is, with the agreement of Sandfire, being relinquished; and

-- Removing the option for Sandfire to elect to pay the Success Payment under the Licence Sale Agreement by issuing Sandfire shares to Galileo which means the Success Payment if due will be paid in cash. Note: given the limited exploration conducted on the Included Licences to date and the many years that it could take to establish an Ore Reserve, there can be no guarantee that any such Success Payment will be forthcoming.

Included Licences to be assigned to Sandfire at completion:

 
 Licence ID      Title Holder                Beneficial 
                                              Interest 
 
                Crocus-Serv Resources 
 PL 250/2018     Pty Ltd                     100% 
               ---------------------------  ----------- 
                 Crocus-Serv Resources 
 PL 251/2018      Pty Ltd                    100% 
               ---------------------------  ----------- 
 PL 366/2018    Africibum Co Pty Ltd         100% 
               ---------------------------  ----------- 
 PL 367/2018    Africibum Co Pty Ltd         100% 
               ---------------------------  ----------- 
 PL 122/2020    Africibum Co Pty Ltd         100% 
               ---------------------------  ----------- 
 PL 154/2020    Africibum Co Pty Ltd         100% 
               ---------------------------  ----------- 
                Virgo Business Solutions 
 PL 044/2018     Pty Ltd                     100% 
               ---------------------------  ----------- 
                 Virgo Business Solutions 
 PL 045/2018      Pty Ltd                    100% 
               ---------------------------  ----------- 
 

On 16 September 2021, the Company reported that all the conditions precedent had been met in relation to its conditional licence sale agreement with Sandfire entered into in January 2021.

   2.   Star Zinc 

Assets of GBP1,574,460 are included as held for sale in the balance sheet as at 30 September 2021.

On 4 March 2021, the Company entered into a conditional agreement with Siege Mining Limited ("Siege") in relation to the ceding of ownership and operation of the Star Zinc Project (the "Star Zinc Project") for US$750,000 (being US$200,000 in relation to the large-scale exploration license 19653-HQ-LEL (the "Star Zinc Project License") (the "License Consideration") and US$550,000 for the Company ceding its participation in the Star Zinc Project and all exploration information which it has in relation to the Star Zinc Project (the "Project Assets") (the "Project Consideration"). The Company will also be paid a royalty (proportion share) based on future sales of zinc from the Star Zinc Project for Galileo allowing Siege to use Galileo's information, know-how and commercial experience in relation to the Star Zinc Project (the "Agreement").

Royalties payable under the Agreement are dependent upon the zinc concentrate in ore sold, future price of Zinc and ore produced at the Star Zinc project. The Company had previously announced that following a second phase of drilling the tonnage target was between 600,000 to 900,000 tonnes with an estimated average grade of 10-12% zinc at above 3% cut off grade.

The Company entered into the Agreement following a period in which it reviewed the options for putting the Star Zinc Project into operation taking into consideration operational, community and regulatory issues associated with mining a project that is in the outskirts of Lusaka and allowing ownership and operational responsibilities to be assumed by a Zambian mining company, whilst the Company can still participate in the future success of the Star Zinc Project.

The royalty will vary based on the contained zinc percentage of the ore sold (the "Contained Zinc Percentage") and the LME Zinc price at which the ore is sold (the "LME Zinc Price") The base royalty rate is 3% and will increase by 1% for each US$250 increase in the Zinc sale price over US$2,500 per tonne up to a maximum of 10% (the "Royalty Rate") The royalty will be calculated by multiplying the Contained Zinc Percentage * the LME Zinc price * Royalty Rate.

Group as at 30 September 2020

 
                             Asset      Opening            Additions             Foreign               Closing 
                          currency      balance                                 exchange               balance 
                                                                               movements 
  Exploration 
   and evaluation 
   asset - Botswana            BWP            -              229,323              67,368               296,691 
                      ------------  -----------  -------------------  ------------------  -------------------- 
  Exploration 
   and evaluation 
   asset - U.S.A.              US$    1,773,859              101,439           (135,956)             1,739,342 
                      ------------  -----------  -------------------  ------------------  -------------------- 
  Exploration 
   and evaluation 
   asset - Zambia              ZMW    1,574,160                    -                   -             1,574,160 
                      ------------  -----------  -------------------  ------------------  -------------------- 
                                      3,348,019              330,762            (68,588)             3,610,193 
 ---------------------------------  -----------  -------------------  ------------------  -------------------- 
 

Group as at 31 March 2021

 
                    Asset                                     Opening                              Additions                  Additions                            Foreign                Reclassify                      Total 
                 currency                                                                                                       through                           exchange                   as non- 
                                                                                                                               business                          movements                   current 
                                                                                                                           combinations                                                       assets 
                                                                                                                                                                                            held for 
                                                                                                                                                                                                sale 
 2021 
               ----------  ------------------------------------------  -------------------------------------  -------------------------  ---------------------------------  ------------------------  ------------------------- 
 Exploration 
  and 
  evaluation 
  asset - 
  Botswana            BWP                                           -                                342,946                  2,531,022                           (77,018)               (2,378,626)                    418,324 
               ----------  ------------------------------------------  -------------------------------------  -------------------------  ---------------------------------  ------------------------  ------------------------- 
 Exploration 
  and 
  evaluation 
  asset - 
  U.S.A.              US$                                   1,773,859                                110,778                          -                          (188,144)                         -                  1,696,493 
               ----------  ------------------------------------------  -------------------------------------  -------------------------  ---------------------------------  ------------------------  ------------------------- 
 Exploration 
  and 
  evaluation 
  asset - 
  Zambia              ZMW                                   1,574,160                                      -                          -                                  -               (1,574,160)                          - 
               ----------  ------------------------------------------  -------------------------------------  -------------------------  ---------------------------------  ------------------------  ------------------------- 
                                                            3,348,019                                453,724                  2,531,022                          (265,162)               (3,952,786)                  2,114,817 
 ------------------------  ------------------------------------------  -------------------------------------  -------------------------  ---------------------------------  ------------------------  ------------------------- 
 
   7.         Going concern 

The Group has sufficient financial resources to enable it to continue in operational existence for the foreseeable future, to continue the current development programme and meet its liabilities as they fall due. During the period under review the Group raised GBP2 million before expenses and the Company has no external debt or overdrafts. The Company also received proceeds on the exercise of warrants in an amount of GBP 0.2 million.

The directors have further reviewed the Group's cash flow forecast, and in light of this review and the financial position at the date of this report, they are satisfied that the Company and Group have access to adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider it appropriate to continue to adopt the going-concern basis in preparing these financial statements. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

   8.         Post balance sheet events 
   8.1.      Issue of equity 

On 30 November 2021 the Company issued a total of 18,591,363 shares, which included 17,358,363 shares ("Fee Shares") which was approved by shareholders at the last AGM, to settle contractually accrued but unpaid fees due to directors and consultants in respect of the period from October 2018 to March 2021, amounting to GBP118,750 (the "Accrued Fees") as well as 1,233,000 shares ("Consultant Fee Shares") issued at an issue price of 2.68p per share, to a consultant of the Company in relation to fees amounting to GBP22,030.

The Accrued Fees includes accrued fees owed to directors totalling GBP106,250 (GBP 65,000 owed to Mr Bird and GBP41,250 to Mr Wollenberg). Following the issue of the Fee Shares, Mr Bird was issued 10,570,862 Ordinary Shares and Mr Wollenberg 5,854,170 Ordinary Shares, following which Mr Bird is interested in a total of 78,605,862 Ordinary Shares representing 7.22% and Mr Wollenberg a total of 13,575,511 Ordinary Shares representing 1.25% of the Company's enlarged issued share capital.

On 23 December 2021 the Company announced that it had issued 2,812,500 fully paid ordinary shares in the Company at a price of 0.8p per share pursuant to the exercise of warrants in terms of the Placing Agreement dated 30 May 2020 (RNS announced 1 June 2020).

   8.2.      Option and Joint Venture Agreement over Shinganda Copper-Gold Project, Zambia 

On entered into an Option and Joint Venture agreement with Garbo Resource Solutions Ltd ("Garbo"), a private special purpose UK company established to hold the Shinganda copper-gold property located in Central Zambia. The property is held as a large-scale exploration licence No. 22990-HQ-LEL, covering an area of 186.76km2, by Garbo Resource Zambia Ltd., which is 99.4% owned by Garbo.

Project Licence

Licence No. 22990-HQ-LEL is in its initial 4-year term which expires on 22 August 2022. An exploration licence is valid for a period of four years. It may be renewed for two further periods not exceeding three years each but the maximum period from the initial grant of the licence shall not exceed 10 years. A holder of an exploration licence shall relinquish 50% of the licence at each renewal.

Summary of Option Terms

An Option and Joint Venture Agreement has been signed with Garbo on the following summary terms:

i. Galileo may earn an initial 51% interest in the Project by spending US$500,000 on exploration, including drilling and evaluation studies, over a two-year period, subject to any necessary Zambian regulatory approval.

   ii.         Galileo may withdraw without penalty at any stage during the Option period. 

iii. At any time during the Option period Galileo may elect to move forward to a Joint Venture to more fully evaluate and, if warranted, develop the Project.

iv. Should the parties decide to advance the Project to feasibility study, then Galileo will pay the cost

of such a study.

v. Galileo's share of profits from a mining operation will vary, depending on the projected size of the deposit, ranging from 85% if the project has the potential of greater than 50,000 but up to 200,000 tonnes of contained copper equivalent, to 65% if the project has the potential for more than 1,000,000 tonnes of contained copper equivalent.

vi. On decision to mine, each party will be responsible for funding of the development pro-rata to its equity holding in the Joint Venture.

vii. Should Garbo fail to finance its share in the development of the Project, 100% ownership of the Project will revert to Galileo and Garbo will be granted a 2% net smelter royalty on commercial production.

8.3 Glenover

On 9 December2021 Galileo announced a transaction in relation to its investment in Glenover Phosphate Proprietary Limited ("Glenover") as follows:

a. Glenover in which Galileo has a 29% direct shareholding and a 4.99% indirect shareholding held via Galagen Proprietary Limited who are the BEE partner of Galileo entered into an Asset sale agreement with JSE Limited listed Afrimat Limited (JSE: AFT) ("Afrimat") for ZAR 250M (approx. GBP11.64m) of certain deposits of phosphate rock located at the Glenover Mine and mining rights to mine the Vermiculite Deposit at the Glenover Mine (the "Asset Sale Agreement").

o ZAR 215.1M (approx. GBP10m) of the Asset Sale Agreement consideration is unconditional and is anticipated to result in a dividend of ZAR42M (approx. approx. GBP1.97M) being paid to Galileo by 28 February 2022 in respect of its 29% shareholding in Glenover; and

o ZAR34.9M (approx. GBP1.64m ) of the Asset Sale Agreement consideration is conditional on the issue of a vermiculite mining licence to Glenover and is anticipated to result in a dividend to Galileo of Afrimat Shares worth approximately ZAR10M (approx.GBP470K) in Q3 2022 in relation to Galileo's 29% shareholding in Glenover.

b. Glenover also entered into a conditional sale of shares agreement between Afrimat, Glenover and the shareholders of Glenover including Galileo Resources SA (Pty) Ltd the Company's wholly owned South African subsidiary under which Glenover has the option to acquire the sale of shares in and shareholders loans made to Glenover for ZAR300M (approx. GBP14m) which is expected to complete by 15 June 2023 if the option is exercised ("Conditional Share Sale Agreement"). Galileo's 29% share of the gross Conditional Share Sale Agreement consideration is ZAR87M (approx. GBP4.1m)

8.4 Joint Venture Agreement over Luansobe Copper Project, Zambia

On 30 December 2021, the Company announced that it had entered into a Joint Venture Agreement (the "JV Agreement") on 29 December 2021 with Statunga Investments Limited (the "Vendor"), a private Zambian company owns the Luansobe Project comprising small-scale exploration licence No. 28340-HQ-SEL, covering an area of 918 Hectares granted on 16 February 2021 and with its initial 4-year term expiring on 15 February 2025.

Summary of JV Agreement Terms

 
      1) Parties                     Statunga Investments Limited (hereinafter referred 
                                      to as "Vendor") and Galileo Resources Plc entered 
                                      into the JV Agreement on 29 December 2021 
-------------------------------  ---------------------------------------------------------- 
      2) Luansobe Project         The Luansobe Project's location in Zambia relative 
                                   to the Mufulira Copper Mine in Zambia is situated 
                                   approximately 15 kilometres to the North West 
                                   of Mufulira Mine site as per a 27 February 
                                   2008 report ( "2008 Report") provided by the 
                                   Vendor. The western limit is bounded by the 
                                   international border with the Democratic Republic 
                                   of the Congo (DRC). The Luansobe Project forms 
                                   part of the western limb of the northwest - 
                                   southeast trending Mufulira syncline and has 
                                   an estimated non-JORC compliant mineral resource 
                                   totalling 5.5 million tonnes at 1.6%TCu, 0.5%ASCu 
                                   and covers the full area of the shallow oxide 
                                   zone, down-dip to include the mixed oxide-sulphide 
                                   zone and the deeper sulphide zones as delineated 
                                   by drilling in 2006-07 and reported in the 
                                   2008 Report. The Luansobe (Insato, Kasaria) 
                                   Technical report also provided by the Vendor 
                                   refers to an Indicated Mineral Resource of 
                                   14.2 million tonnes at 2% Cu and the project 
                                   being 10 kilometres north-west of Mufulira 
                                   in the Copperbelt Province and contained within 
                                   ZCCM's Licence "Mufulira ML 15) 
-------------------------------  ---------------------------------------------------------- 
      3) Initial JV                   (a) The parties agreed on an exclusive basis 
       period                          to enter into a joint venture in relation to 
                                       the Luansobe Project. The initial period is 
                                       from the date of the JV Agreement to 20 February 
                                       2022 (the "Initial JV Period"). 
 
                                       (b) During the Initial Period Galileo will 
                                       conduct due diligence in relation to the Luansobe 
                                       Project and may at its sole discretion at any 
                                       time prior to the end of the Initial Period 
                                       give notice to the Vendor that it has decided 
                                       not to proceed with the Joint Venture ("Notice 
                                       Not To Proceed"). In the event of Galileo giving 
                                       Notice Not To Proceed (i) Galileo will not 
                                       be liable to pay the Second JV Payment (ii) 
                                       Galileo will only be entitled to a refund of 
                                       the Initial JV Payment in the event of a title 
                                       defect of the Licence or material misrepresentation 
                                       under the Vendor's warranties ("Refund Entitlement") 
                                       ; and (iii) The JV Agreement will be terminated 
                                       and the parties will have no further obligations 
                                       or liabilities under this agreement save if 
                                       Galileo is due a Refund Entitlement. 
-------------------------------  ---------------------------------------------------------- 
      4) Payments by              (a) Galileo has to pay the initial payment 
       Galileo                     of US$200,000 by 31 December 2021 (the "Initial 
                                   JV Payment"). 
 
                                   (b) Galileo has to pay the second payment of 
                                   US$200,000 by no later than 20 February 2022 
                                   but may elect to make the payment early (the 
                                   "Second JV Payment"). 
-------------------------------  ---------------------------------------------------------- 
            5) Issue of Galileo   (c) Upon payment of the Second JV Payment Galileo 
             Shares & lock         is to issue 5,000,000 Galileo Resources PLC 
             up                    shares to the Vendor which shall be subject 
                                   to a three month lock up arrangement and thereafter 
                                   a further three months orderly market arrangement. 
                                   Under the orderly market arrangement the shares 
                                   can be sold via Galileo's broker at a price 
                                   determined by the Vendor (the "Nominated Sale 
                                   Price") which shall not be less than the lower 
                                   of i) 10 day VWAP and ii) Galileo closing bid 
                                   price on the day before the fixing of the Nominated 
                                   Sale Price and Galileo's broker will have 10 
                                   business days to sell the shares at the Nominated 
                                   Sale Price. 
-------------------------------  ---------------------------------------------------------- 
      6) Joint Venture            (d) The JV Agreement established a joint venture 
                                   in relation to the Luansobe Project (the "Joint 
                                   Venture") and once Galileo has paid the Second 
                                   JV Payment (referred to above); Galileo or 
                                   its nominee will be issued 75% of the shares 
                                   in a to be established Zambian joint venture 
                                   company (the "JV Company") to own the Licence, 
                                   technical information and other information 
                                   and assets related to the Luansobe Project 
                                   and the Vendor will be issued 25% of the shares 
                                   in the JV Company 
-------------------------------  ---------------------------------------------------------- 
      7) Technical                    (a) Galileo is to undertake to commence a raw 
       management of                   data investigation of the technical information 
       JV                              available in relation to the Project and devise 
                                       an exploration programme for the Luansobe Project, 
                                       which in Galileo's opinion will maximise the 
                                       value of the Luansobe Project and conduct a 
                                       feasibility study, which in their opinion will 
                                       identify the most economic and practical way 
                                       of advancing the project. 
 
                                       (b) The parties have agreed that a benchmark 
                                       expenditure for the raw data investigation 
                                       and exploration to complete a project feasibility 
                                       study (the "Project Feasibility Study Work") 
                                       is US$4,000,000 (the "Benchmark Expenditure"). 
                                       In the event that the actual expenditure incurred 
                                       on the Project Feasibility Study Work prior 
                                       to a sale is; 
                                       1. less than the Benchmark Expenditure then 
                                       the shortfall (the " Benchmark Expenditure 
                                       Shortfall ") shall be added to the Vendor's 
                                       share of the gross sale proceeds; and 
                                       2. more than the Benchmark Expenditure then 
                                       the excess (the " Excess Benchmark Expenditure 
                                       ") shall be deducted from the Vendor's share 
                                       of the gross sale proceeds. 
                                       (c) The Project Feasibility Study is to be 
                                       concluded within 18 months from 20(th) February, 
                                       2022 and may be extended by a further 6 months 
                                       if during the initial 18 months there is a 
                                       JORC resource for the Project (the "Feasibility 
                                       Study Period") . 
-------------------------------  ---------------------------------------------------------- 
      8) Decision to              (a) If a decision to mine is made by Galileo 
       Mine and funding            (a "Decision to Mine"), then the parties will 
                                   be entitled to fund pro rata to their beneficial 
                                   interest in the JV Company and will seek funding 
                                   for a mine. 
 
                                   (b) Should the Vendor elect not to fund their 
                                   25%, then their interest will be assumed on 
                                   a carried basis ("Vendor Funding") to be borne 
                                   by a specific purpose vehicle to be formed 
                                   to raise the funding amount as debt for the 
                                   project construction ("SPV FundingCo") and 
                                   the SPV FundingCo will recover the Vendor Funding 
                                   from future cashflows on terms and conditions 
                                   to be agreed upon by the parties to the Vendor 
                                   Funding. 
                                   (c) The Vendor is not obligated to obtain the 
                                   Vendor Funding from the SPV FundingCo and is 
                                   at liberty to engage and obtain funding from 
                                   a commercial lending institution creating security 
                                   only to the extent of the Vendor's interest 
                                   in the JV company 
                                   (d) In the event that Galileo makes a decision 
                                   not to mine, the parties agree to seek to sell 
                                   the Project on the terms of point 8 below and 
                                   /or obtain a new investor. 
-------------------------------  ---------------------------------------------------------- 
      9) No commitment            Galileo makes no representation or commitment 
       to Mine                     to develop a mine and will only progress to 
                                   the development of a mine if in their opinion 
                                   the in-situ or primary material fulfil their 
                                   requirements for investment. 
-------------------------------  ---------------------------------------------------------- 
      10) Distribution            Upon commercial production the agreed and disclosed 
       of cashflows                debt ( indicative of the principal sum, interest 
                                   per annum, instalments and duration/period) 
                                   shall be deducted out of the daily of cashflow 
                                   for debt servicing. The remaining amount available 
                                   shall be paid 75% to Galileo and 25% to the 
                                   Vendor net of operational costs. 
-------------------------------  ---------------------------------------------------------- 
      11) Consequence             In the event of a third party sale of the Luansobe 
       of sale                     project and / or the JV Company after the Second 
                                   JV payment the gross sale proceeds will be 
                                   distributed as follows; 
 
                                   (a) First Priority: The Vendor will be entitled 
                                   to US$6,000,000 (the "Base Vendor Sale Consideration") 
                                   plus the Benchmark Expenditure Shortfall less 
                                   the Excess Benchmark Expenditure (the "Vendor's 
                                   Priority Return"). By way of example in the 
                                   event that prior to a sale no money has been 
                                   spent by Galileo on the Project Feasibility 
                                   Study Work then the Vendor's Priority Return 
                                   would equal U$10,000,000 (US$6,000,000 of Base 
                                   Vendor Sale Consideration + US$4,000,000 of 
                                   Benchmark Expenditure Shortfall); and 
 
                                   (b) Second Priority: After the Vendor has been 
                                   paid the Vendor's Priority Return the balance 
                                   of the sale proceeds shall be paid 75% to Galileo 
                                   and 25% to the Vendor. 
 
                                   The Vendor will have come along rights so Galileo 
                                   cannot sell without giving the Vendor the opportunity 
                                   to sell on the same terms on a pro rata basis. 
-------------------------------  ---------------------------------------------------------- 
      12) Maintenance             Vendor to assist on an ongoing basis in maintaining 
       of Licence                  the Licence in good standing with government 
                                   agencies and local communities. 
-------------------------------  ---------------------------------------------------------- 
      13) JV Committee            A joint venture committee shall be formed, 
                                   comprising three representatives from Galileo 
                                   and two from the Vendor. The chairman shall 
                                   be a representative and appointee of Galileo. 
-------------------------------  ---------------------------------------------------------- 
 
        14) JV Agreement            It is agreed by the parties that upon establishment 
        on establishment            of the JV Company the parties will enter into 
        of JV Company               a joint venture agreement in relation to the 
                                    JV Company which shall encompass all of the 
                                    commercial terms contained in the JV Agreement 
                                    (the "JV Company Agreement"). The JV Company 
                                    Agreement matters will consist of the following, 
                                    but not be limited to the commercial terms 
                                    outlined in the JV Agreement, grievance procedures, 
                                    arbitration procedures, notices, joint venture 
                                    committee functions, licence maintenance, SPV 
                                    construction. 
-------------------------------  ---------------------------------------------------------- 
      15) Termination             This agreement will only be terminated if; 
                                   (a) The parties jointly agree in writing to 
                                   terminate the agreement; or 
                                   (b) If Galileo has given Notice Not to Proceed; 
                                   or 
                                   (c) If Galileo fails to meet any conditions 
                                   precedent. 
-------------------------------  ---------------------------------------------------------- 
 

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