30 Sep Final Results
RNS Number : 5168N
Galileo Resources Plc
(“Galileo” or the “Company” or the “Group”)
Audited Results for the year ended 31 March 2021
Galileo (AIM: GLR), the exploration and development mining company, announces its audited results for the year ended 31 March 2021.
Highlights for the period under review
· In June 2020, the Company raised £990,000 before expenses to advance its operations in Botswana and Zambia
· Galileo agreed an optimal arrangement (“Arrangement”) with BMR to assume the rights to BMR’s Mauritian subsidiary, Enviro Mining Limited (“EML”) and its wholly-owned Zambian subsidiaries, which include, amongst other things the title to licences for Star Zinc and Kashitu (zinc willemite) projects. The Arrangement, which is subject to Zambian Ministry (“ZM”) approval, is for nil consideration since the Company has earned-in 100% rights to the two projects
· On 25 November 2020 Galileo announced that it had signed a marketing agreement with Zopco S.A. (“ZopCo”) in relation to the potential sale of zinc willemite ore from the group’s 95% owned Star Zinc project. Zopco is a Geneva based independent trading company focussed on non-ferrous metals and concentrates
· In relation to the Glenover phosphate and rare earth project in South Africa the final TSF design report was completed by Golder in November 2020 and has been submitted to the DWS for its RoD
· Glenover continued to identify potential investors in the Glenover project and initiated preliminary discussions, which are ongoing
· Galileo acquired 100% of Botswana- incorporated Crocus-Serv (Pty) Ltd (“Crocus”), whose assets comprise 21 copper and nickel-PGE (Platinum Group Elements) exploration Prospecting Licences (“PLs”) in the highly prospective Kalahari Copper Belt (“KCB”) and the Limpopo Mobile Belt (“LMB”) in western and eastern Botswana respectively. The consideration of £163,020 for the acquisition comprised the issue of a total 38,814,246 new Galileo ordinary shares of 0.1p at 0.42p each and a separate cash payment of £10,828
· The Company commenced development of an exploration programme for the KCB properties
· The Company’s subsidiary, Crocus, submitted, in terms of the Botswana Environmental Assessment Act (2011), a draft environmental management plan (“EMP”) for the KCB project to the Department of Environmental Affairs (“DEA”) Botswana for review
· In September 2020 Galileo announced a further agreement to acquire 100% of Africibum Co (Pty) Ltd, and its interest in five prospecting licences and two prospecting licence applications in the Kalahari Copper Belt in Botswana
· The Africibum licences include the Quirinus copper-silver prospect with historic shallow drill intercepts in a three-hole RC drilling programme which include 4m @ 1.7% Cu, 13g/t Ag and 6m @ 0.9% Cu, 14g/t Ag. The intercepts occur within a series of copper-in-soil anomalies that extend for 13.4km in total, much of it untested. The Quirinus prospect lies within 15km of major copper-silver discoveries, part of Cupric Canyon Capital’s Khoemacau Project
· In January 2021, Galileo announced the sale of 9 Kalahari Copper belt licences for US$3 million to ASX listed Sandfire Resources Ltd (“Sandfire”). The sale includes a first right of refusal in relation to the acquisition of 15 KCB licenses being retained by the Company as well as an exploration commitment by Sandfire to spend US$4 million on the 9 included licenses
· On 3 March 2021 Galileo announced it entered into a conditional agreement with Siege Mining Limited (“Siege”) in relation to the ceding of ownership and operation of the Star Zinc Project for US$750,000 and an ongoing royalty interest
· At Kashitu the Company reported that it was planning an exploration programme for 2021 with the primary objective of developing a resource for the supply to a nearby refinery and / or the raw ore export market
· The Group reported earnings of £99,122 which includes a gain on bargain purchase price through business combinations of £1,569,776 (2020: loss of £642,188) before and after taxation
· Basic earnings of 0.01 pence (2020: loss of 0.14 pence) per share
Highlights post the period under review
· On 1 June 2021, the Company announced a placing to raise approximately £2,000,000 (before expenses) through the issuance of 133,666,664 new ordinary shares at a placing price of 1.5p per share
· The Company reported on the results of the interpretation work on the airborne geophysical survey data over prospecting licences PL40 and PL39 in Botswana. Several targets were identified for drill testing and a contract was signed with a local drilling company to commence a drill programme in May 2021
· On 16 September 2021, the Company reported that all the conditions precedent had been met in relation to its conditional licence sale agreement with ASX listed Sandfire entered into in January 2021. As at the date of this report, the Group had received US$1.5M in cash for the 9 Kalahari Copper Belt licences being sold
· In June 2021, Glenover received confirmation that DWS had approved their tailings facility design and waste management plan, and NNR has approved its nuclear license. Glenover is now in the process of securing a guarantee for environmental remediation
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Galileo will be held at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG on 25 October 2021 at 1:00 p.m.
Resolution 9 contained in the Notice of AGM is as follows:
“Resolution number 9
This resolution seeks Shareholder approval to authorise the Company to issue 17,358,363 shares (“Fee Shares”) to settle contractually accrued but unpaid fees due to directors and consultants in respect of the period from March 2018 to March 2021, amounting to £118,750 (the “Accrued Fees”) .
At the Company’s AGMs held in 2018, 2019 and 2020 the Shareholders authorised the Company, at its discretion, to issue shares to directors, management, and consultants in lieu of deferred remuneration, fees and allowances over a period. Therefore the Company already has authority to issue the Fee Shares for the Accrued Fees but given the delay in issuing the Fee Shares primarily due to closed periods, it is as a matter of good corporate governance seeking authority to issue the Fee Shares.
The Accrued Fees includes accrued fees owed to directors totalling £106,250 (£65,000 owed to Mr Bird and £41,250 to Mr Wollenberg). The directors had suggested and the Board agreed to defer settlement of their Accrued Fees to preserve the Company’s cash resources in order to continue the implementation of the Company’s strategy on the understanding that the Accrued Fees would be settled in shares with the number of shares to be issued to be calculated on the basis of the Volume Weighted Average Price (“VWAP”) for the quarter in which the Accrued Fees were due to be paid. Accordingly, in 2018, 2019 2020 and 2021 the appropriate number of Fee Shares was calculated at the end of the relevant quarter using the VWAP for the quarter as summarised in the table below:
| Person | Period of
Accrued Fees |
Accrued Fees | Issue price of
New Shares |
New Shares to be issued |
| Colin Bird | Q4 2018 to Q4 2020 | £65,000 | 0.615 pence | 10,570,862 |
| Richard Wollenberg | Q2 2018 to Q4 2020 | £41,250 | 0.705 pence | 5,854,170 |
| Consultant | Q4 2020 to Q1 2021 | £12,500 | 1.34 pence | 933,331 |
The Company’s closing share price on 29 September 2021 the last practical date prior to the issue this notice was 1.275 pence per share. If Shareholder approval is not obtained to Resolution 9, the Accrued Fees will still be due and will be paid in cash to the directors and consultant to whom the Accrued Fees are due.”
The proposal set out above and as Resolution 9 in the Notice of Meeting is a related party transaction as defined by AIM Rule 13 of the AIM Rules for Companies. Accordingly, the Independent Directors (being the Directors with the exception of Colin Bird and Richard Wollenberg) consider that, having consulted with the Company’s Nominated Adviser, the terms of the proposal are fair and reasonable insofar as the Company’s shareholders are concerned. In coming to this decision, the Independent Directors have considered their preference for issuing shares as opposed to settling accrued fees in cash thereby preserving the Company’s cash resources, that Shareholders have previously approved a Resolution to issue accrued Director’s fees in shares using this pricing mechanism and that this Resolution, should it be approved by Shareholders, resolves a long standing Company creditor.
A copy of this announcement is available on the Company’s website www.galileoresources.com along with a copy of the Annual Report and Notice of AGM, both of which are being posted to shareholders.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
You can also follow Galileo on Twitter: @GalileoResource.
| For further information, please contact: Colin Bird, Chairman |
Tel +44 (0) 20 7581 4477 |
| Beaumont Cornish Limited – Nomad
Roland Cornish |
Tel +44 (0) 20 7628 3396 |
| Novum Securities Limited – Broker
Colin Rowbury/Jon Belliss |
Tel +44 (0) 20 7399 9400 |
| Shard Capital Partners LLP -Joint Broker |
Damon Heath Tel +44 (0) 20 7186 9952
Chairman’s report
Dear Shareholder,
The year under review has been challenging for the world in general, but Galileo has maintained its momentum despite all of the problems received from COVID-19 pandemic. Remote communications and logistic difficulties have been our main challenge. I am pleased to report that none of our team has suffered ill effect from the COVID-19 health crisis.
Kalahari Copperbelt: Botswana
On the 7th of May 2020, we announced a major copper exploration acquisition in the Kalahari Copperbelt in Botswana, which consisted of 21 exploration licences, totalling some 15,000km² in the Northern region of the belt. The areas acquired are in relatively close proximity to mining areas being developed by Sandfire Resources and Cupric Canyon Resources.
In August 2020 we commenced planning and execution of an heliborne electromagnetic geophysics programme together with a reconnaissance soil sampling survey. The programme was carried out over four licences PL250 and PL251, as well as PL40 and PL39 and results received from the flying indicated an environment potentially conducive to Kalahari style copper mineralisation.
In October 2020, we acquired five further licences by acquiring Africibum Co Pty Ltd, which again are very prospective in that some of the licences had previous reconnaissance drilling, which intercepted mineralisation, typical for that part of the Kalahari Copperbelt.
In late January 2021, we announced a conditional licence sale agreement with Sandfire Resources, an Australian listed company. The agreement is for the transfer of certain licences of potentially strategic value to Sandfire for a settlement of US$3 million, half in Sandfire shares and half in cash. The agreement requires Sandfire to incur exploration expenditure of US$4 million within two years of settlement and thereafter, if success is achieved in reporting an ore reserve under the JORC Code 2012 which exceeds 200,000 tonnes of contained copper, Galileo will be due a success payment in the range of US$10 million to US$80 million.
On 16 September 2021, we announced that all the conditions precedent had been met in relation to the sale agreement with Sandfire and at the date of this report, the Company had received US$1.5M in cash for the 9 Kalahari Copper Belt licences being sold.
Sandfire Resources is a successful Australian copper and gold producing company with a market capitalisation of over A$1 billion and a large and successful operation in Botswana where they have recently been awarded a mining licence and we look forward to our association with them.
Star Zinc: Zambia
During the period under review, we advanced discussions and licencing activities for the Star Zinc Project in Lusaka, Zambia. The area of the high grade willemite mineralisation is well defined and suitable for small scale mining activities. The potential mine, however, is in the midst of a very rapidly developing municipality and the activities associated with mining and processing in such circumstances requires a close relationship with the community and a strong local presence. Taking this into account we considered that a conditional agreement with Siege Mining was the best route to developing the property as this provides for the 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 arrangement reached with Siege, involves an initial US$50,000 payment and US$700,000 thereafter against certain deliverables, after which the Company receives a turnover based royalty.
Preliminary mining has commenced and trial shipments of willemite ore are currently on the ocean and will be tested for suitability shortly.
Kashitu Project: Zambia
The Company is currently assessing a work programme for the Kashitu Project, located 6km from the Sable Zinc Refinery in Zambia. Desk research has indicated the potential for a significant near surface resource of veined willemite. At the time of writing the Company is designing a drill programme to test quantity and grade of the willemite showings.
Glenover Project: South Africa
The Glenover Project in South Africa, which contains rare earth stockpiles and primary rare earth potential, has attracted the interest of a number of potential partners and acquirers, with one company being particularly interested in the entire proposition. Major test work has been carried out on the orebody and stockpiles to assess the potential and processing complexities to include fertilizer production materials, vermiculite and, of course, rare earths.
During the period under review, we have seen renewed interest in the production of non-Chinese rare earth production and the overall value of the project may have increased and could increase further should the interest be maintained.
The potential to conclude a commercial arrangement for part or all of the property exists for the 4th quarter of 2021. All of the test work carried out under the period under review belongs to Glenover and as such we have a strong platform to develop one or more of the opportunities from a much stronger test work basis.
Ferber Project: Nevada USA
Whilst limited work has been carried out at the Ferber Project, Nevada, USA, we have renewed our licences and intend to carry out reconnaissance exploration before year end. We feel this is prudent in the light of future forecasts for copper and gold, both of which has been evidenced at the property.
Prospects
The Galileo portfolio of projects are all at an interesting stage, in good jurisdictions and in commodities which are forecasted to show strong price growth, particularly copper.
We are very excited about our position in Botswana and feel the propensity for success is very high, compared to our peers. Since the commencement of the year, finance has been available for IPOs and secondary placings at a level not witnessed for many years and as such your Company is relatively well funded to meet its exploration obligations and requirements.
At the time of writing there exist many major geopolitical, trade and health threats facing the world and I am not convinced that the buoyant stock markets can be maintained against all of the threats, notwithstanding the spectre of inflation looming around the corner. Against all of these uncertainties the Company will use best endeavours to deploy its cash resourcefully, whilst being mindful of the fact that next year might present a very different mining investment climate.
Uncertainty generally brings extreme caution, but your Board remains of the view, that the opportunities presented by the global warming prevention requirements are tantamount to an industrial revolution and that copper will become the oil of the early 1970s. Against all this we remain motivated to increase our copper portfolio to be in the right place when the acquisition frenzy inevitably commences, which we expect to be during 2023.
I would like to thank my fellow directors, management, and employees for the efforts during the year under review and repeat my assertion that the Company has a broad-based portfolio, anyone of which constituents could return a significant enhanced value to shareholders.
In conclusion, I would like to thank the shareholders for their support during the year and assure all that the team will employ best efforts to produce the returns expected from a venture capital market.
Colin Bird
Chairman
The full Audited Results for the year ended 31 March 2021 are available in our Financial Section.