28 April 2014
This press release, provided pursuant to applicable regulatory requirements, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from registration requirements.
Galileo Resources Plc
("Galileo" or the "Company")
Galileo Proposed Acquisition of Gold-Copper Property in Nevada USA
Revised Consideration and Application for new issues
to be admitted to trading on AIM
The Board of Galileo, (AIM:GLR) announces, further to the announcement of 4 February 2014, that it has agreed to revise the consideration payable for the acquisition of the entire issued share capital of Toronto (Ontario) incorporated St. Vincent Minerals Inc. ("SVM") (the "Acquisition").
On completion of the Acquisition, Galileo will now issue 26,195,583 (previously 21,650,000) new Galileo ordinary shares of 5p ("new Galileo Shares") in exchange for the entire issued share capital of SVM, resulting in SVM shareholders holding approximately 22.88% of the enlarged issued share capital of Galileo. The agreed transactional value is CAN$ 4.33 million.
As previously announced, the new Galileo Shares will have an 8-month lock-up period, during which the Galileo shares may not be disposed of without the prior written consent of Galileo (not to be unreasonably withheld or delayed).
In addition, it has been agreed with certain SVM shareholders ("Note Holders") entitled to 11,739,442new Galileo Shares at completion/closure ("Closure"), that should Galileo effect a financing at less than 9p per share ("Lesser Placing Price") within 180 days of Closure, the Company will Top Up the Note Holders' shareholding in Galileo at Closure, with additional ordinary Galileo shares ("Top UP Shares"), such that the aggregate of the Galileo Shares issued to the Note Holders at Closure and the Top Up Shares will equal the number of Galileo Shares that would have been issued to the Note Holders at Closure had the Lesser Placing Price prevailed at Closure.
As previously announced, the Company proposes to appoint SVM's CEO, Brian Gavin, to the board as CEO of Galileo. Brian is a professional geologist who will bring more than 30 years exploration and corporate experience in the mineral resource sector. Further details will be announced in accordance with the AIM Rules on his appointment.
The following conditions, as previously announced, have now been met:
(1) All regulatory approvals, consents, waivers, permits, orders or exemptions from any Government Authority having jurisdiction or authority over any party or the subsidiary of any party, which is required or advisable to be obtained in order to permit the Acquisition to be effected;
(2) SVM shareholders adopting SVM's consent resolution approving the Acquisition;
(3) SVM converting its debt (approximately CDN$1.85 million) into SVM Shares prior to closure of the Acquisition; and
(4) SVM shareholders entering into a Lock-Up Letter Agreement, pursuant to which SVM shareholders agree not to, directly or indirectly, offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, other otherwise dispose of or deal with, or publicly announce any intention to offer, sell, grant or sell any option to purchase, make any short sale, hypothecate, pledge, transfer, assign, purchase any option to contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Galileo share to be issued to the SVM shareholders in connection with the Acquisition, without, in each case, the prior written consent of Galileo, which will not be unreasonably withheld or delayed, until eight months after the closure of the Acquisition and Amalgamation.
All other matters remain as previously announced.
Application has been made for the 26,195,583 new Ordinary Shares of 5p each (which will on issue rank pari passu with all existing shares in issue) being issued as consideration for the whole of the issued share capital of SVM to be admitted to trading on AIM, with dealings expected to commence on 2 May 2014
Total Voting Rights
Following the issue of the new Ordinary Shares as described above, the Company's issued share capital will consist of 114,502,721 Ordinary Shares of 5p each with voting rights. The Company also holds no Ordinary Shares in treasury, which would have voting rights. Therefore, the total number of Ordinary Shares in the Company with voting rights is 114,502,721 and this figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
For further information, please contact:
Colin Bird Chairman & CEO |
Tel +44 (0)20 7581 4477 |
Andrew Sarosi Technical Director |
Tel +44 (0)1752 221937 |
Beaumont Cornish Limited - Nominated Advisor Roland Cornish |
Tel +44 (0)20 7628 3396 |
Shore Capital Stockbrokers Limited - Joint Broker Jerry Keen/Toby Gibbs |
Tel +44 (0)20 7408 4090 |
Hume Capital - Joint Broker Jon Belliss |
Tel +44 (0) 20 3693 1470 |
Gable Communications Justine James |
Tel +44 (0) 7193 7463 M +44 (0) 7525 324431 |
