Acquisition of St Vincent Minerals Completes

 

15 May 2014  

This press release, provided pursuant to applicable regulatory requirements, is not for distribution to U.S. or Canadian news services or for dissemination in the United States or Canada, and does not constitute an offer of the securities described herein.  These securities have not been registered in Canada or 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 Canada or to U.S. or Canadian persons absent registration or applicable exemption from registration requirements.

 

Galileo Resources Plc

("Galileo" or the "Company")

Galileo Completes Acquisition of St Vincent Minerals

and Admission to Trading of the new Galileo Shares

 

Further to previous announcements of the proposal to acquire the entire issued share capital of Toronto (Ontario) incorporated St. Vincent Minerals Inc. ("SVM") (the "Acquisition"), the Board of Galileo is pleased to announce that the Company has effected closure ("Closure"). The Acquisition is funded by way of share exchange and issue of 26,195,538 new Galileo ordinary shares of 5p each ("Galileo Shares"), pursuant to the Business Combination Agreement ("Business Combination") signed on 28 January 2014 and as amended by way of a Third Amendment dated 28 April 2014 between Galileo, its wholly-owned Canadian subsidiary 2404119 Ontario Inc. and SVM. SVM's assets include the resource-estimate level Gabbs gold-copper property ("Gabbs Property") and a prospective Ferber gold-copper property ("Ferber Property") in Nye County, and Elko County Nevada, USA.

 

Highlights of the Closure and Acquisition 

 

·     Galileo has issued 26,195,538 new Galileo Shares at a strike price of 9p, in exchange for the entire issued
 share capital of SVM, including shares converted to SVM shares for loan notes held by SVM shareholders
 ("Note Holders ").

 

·     The agreed transactional value is CAN$ 4.33 million.

 

·     SVM shareholders hold 22.88% of the enlarged issued share capital of Galileo following the Acquisition.

 

·     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).

 

·     The increased share issuance reflects, in part, a further appraisal of the prospectivity of the Ferber
 Property in SVM's asset portfolio.

 

·     In consideration for the Note Holders converting their loan notes to SVM shares and then to Galileo
 Shares, in the event, that the Company places Galileo Shares within six months of Closure, at a price
 lower ("Lower Placing Price") than the price of 9p prevailing at Closure, the Company will top up the
 Note Holders' shareholding in Galileo, 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 had the  Lower Placing Price prevailed at Closure.

 

·     Mr Brian Gavin, Founder, President and CEO of St. Vincent Minerals Inc. is taking on the role of CEO of
 Galileo (as announced on 4 February 2014) from Colin Bird, who continues as Chairman, and joins the
 Board of Directors of Galileo, with immediate effect. 

 

 

Colin Bird, Chairman, said: "We are pleased to have completed the acquisition of SVM, which provides Galileo with an advanced gold-copper project in the Gabbs property and a highly prospective Ferber project. There is a strong suggestion of new Carlin-style trends emerging in Nevada and Ferber is well positioned in this regard with similarities in geology and mineralisation.  

 

"I would like to welcome Brian Gavin to the Board and we look forward to working with Brian to accelerate the growth of the Company and increase the value of our portfolio of assets."

 

Admission to trading of the new Galileo Shares and Total Voting Rights

 

Further to the announcement of 8 May 2014, the Company advises that an application has been made for the 26,195,538 new Galileo Shares (which on admission will rank pari passu in all respects with the existing Galileo Shares), being issued as consideration for the whole of the issued share capital of SVM, to be admitted to trading on AIM, and dealings are expected to commence on 20 May 2014.

Following the issue of the new Galileo 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. 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.

 

Ongoing Strategy

 

The ongoing strategy will include exploring the significant potential on the Gabbs Property, the potential of the Ferber Property and progressing the Glenover rare earth project to full feasibility.

 

By acquiring SVM, the board was mindful of the quest for new large copper resources in favourable political jurisdictions. After an extensive search, the Nevada copper-gold properties were identified as fitting all of the Company's criteria particularly since the Gabbs Property is close to financial study.

 

It remains the opinion of the board that the Glenover rare earth project has advanced to the point where strategic partners can be identified. The project is robust and ranks high against its peers.

 

SVM Asset Portfolio

Gabbs Property, Nye County, Nevada

The Gabbs Property is located in the Fairplay Mining District, on the southwest flank of the Paradise Range, about 9 km (5.6 mi) south-southwest of the town of Gabbs, Nye County, Nevada.

 

The Gabbs Property consists of 355 unpatented lode claims and 1 patented lode claim which constitute a 28-square kilometre contiguous claim block.

 

The Gabbs Property is underlain by a stratigraphic sequence of intermediate volcanic rocks and shallow marine sediments that are intruded by a large mafic to ultramafic igneous gabbroic complex. 

 

Monzonite bodies intrude the Triassic units and gabbroic complex. These intrusive bodies are extremely significant as they host porphyry style Au-Cu mineralization found at the Sullivan, Lucky Strike and Gold Ledge mineralized areas on the property. The Car Body prospect by comparison is classified as an epithermal gold system.

 

Overlying the pre-Tertiary (Triassic) rocks are thick sequences of Tertiary intermediate and felsic volcanic rocks.

 

SUMMARY - SENSITIVITY OF GABBS RESOURCE ESTIMATE TO CUT-OFF

(Details of the Resource Estimate were previously announced 5 February 2014)

 

Grade Sensitivity Matrix, Gabbs, Nevada
Cut-off Au g/t Oxide/Non-oxide	Tonnage (1,000 t)	Au (g/t)	Au (1,000 oz)	Cu (ppm)	AuEq (g/t)	AuEq (1,000 oz)
0.60 / 0.50	20,132	0.82	532	2740	1.17	756
0.50 / 0.40	38,528	0.65	806	2443	0.97	1,208
0.40 / 0.30	57,199	0.56	1,029	2,342	0.88	1,612
0.30 / 0.20	85,014	0.46	1,262	2253	0.77	2,117
0.20 / 0.10	167,942	0.37	1,977	2213	0.74	3,972

 

 

Ferber Property, Elko County, Nevada

 

The Ferber property is located about 25 miles south of Wendover in Elko County Nevada and approximately 20 kilometres east of the Kinsley Mountains.

 

The Ferber claim block ("Ferber Flat") comprises 42 unpatented lode claims.

 

The Ferber District consists of a multi-phase Tertiary igneous complex intruding Permian carbonates.  Marble and skarn are developed at the margin of the intrusive complex.  USGS Rock chip sampling has shown copper <= 2% and lesser gold (<= 0.2 ppm) to occur in 'skarn', 'jasperoid', and 'marble'. 

 

Historical drilling in the district in the mid-late 1990's reported mineralization in metamorphosed sedimentary rocks and intrusives.  Intercepts included:

 

11 metres of 0.53g/t Au in contact metamorphosed rocks

5 metres of   2.15g/t Au in oxidized intrusive

5 metres of   0.718% Cu (oxide) in intrusive

26 metres of 0.415% Cu (oxide) in contact zone

12 metres of 0.832% Cu (oxide) in contact zone

 

Active exploration by others in the nearby Kinsley Mountains has recently reported  inter alia " that infill and step-out drilling at Kinsley Mountain's Western Flank target continues to intersect high grade gold mineralization, including 21.3 grams per tonne gold ("g/t Au") over 29.0 metres.  The upper portion of this intercept, including an interval grading 46.4 g/t Au over 4.9 metres, is oxidized, similar to other nearby drill holes with high grade zones of oxidation." 1.

 

Kinsley Mountain hosts near-surface mineralization similar to other Carlin-style, sediment-hosted gold systems. 2

 

¹ (http://www.pilotgold.com/news/pilot-gold-reports-213-gt-gold-over-290-metres-western-flank-kinsley-mountain)

 

² Pilot Gold NEWS RELEASE 14-14 April 23, 2014

 

Appointment of Brian Gavin

 

Brian is a professional geologist who brings more than 30 years exploration and corporate experience in the mineral resource sector. He began his career as consultant with Ernest K. Lehmann & Associates Inc, a geological mining consulting firm in the US. In 1994 he co-founded Minera Andes Inc. Under his leadership as Vice President Exploration  Minera Andes discovered the currently producing San José gold/silver mine and the billion tonne Los Azules porphyry copper deposit, both in Argentina, before its merger into McEwan Mining Inc in 2009. 

 

Brian was a founder and served as President, Director and CEO of Franconia Minerals Corporation where, among other duties, he was responsible for leading Franconia's major asset, Birch Lake copper-nickel-PGM deposit in the Duluth Complex of Minnesota from exploration to the pre-feasibility stage. Mr. Gavin led Franconia from its inception as a private company to a full listing on the Toronto Stock Exchange and eventual purchase by Duluth Metals Inc. in 2011.  

 

The following table sets out the names of all companies and partnerships of which Brian Gavin (aged 60) has been a director or partner at any time in the previous five years:-

 

Current:	Former:
Brionor Resources Inc.	Franconia Minerals Corporation
Atala Resources Corporation	Franconia Minerals Corporation (US) Inc.
St Vincent Minerals Inc.	Minera Andes Inc.
	Minera Andes S.A.
	Minera Santa Cruz S.A.

 

Brian Gavin does not currently hold any ordinary shares in the issued share capital of Galileo.

There are no further disclosures to be made under Schedule 2(g) of the AIM Rules for Companies.

 

Technical Sign-Off

Andrew Sarosi, Director of Galileo, who holds a B.Sc. Metallurgy  and M.Sc. Engineering, University of Witwatersrand and is a member of the Institute of Materials, Minerals and Mining, is a "qualified person" as defined under the AIM Rules for Companies and a competent person under the reporting standards. The technical parts of this announcement have been prepared under Andrew's supervision and he has approved the release of this announcement.

 

A copy of this announcement is available on the Company's website www.galileoresources.com 

 

 

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 - Nominated Advisor Roland Cornish	Tel +44 (0)20 7628 3396
Shore Capital - 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 / John Bick	Tel +44 (0)20 7193 7463 M: +44 (0) 7525 324431

 

Glossary

 

Carlin style	Carlin-style gold deposits are sediment-hosted finely disseminated gold deposits.
feldspar	a rock forming silicate mineral
epithermal	adjective describing deposits of minerals formed from warm water at shallow depth
g/t	gram per tonne
igneous	formed through the cooling and solidification of magma (mixture of molten/semi-molten rock)  or lava
mafic	adjective describing a silicate mineral or rock that is rich in magnesium and iron
metamorphism	the change of minerals or geologic texture in pre-existing rocks, primarily due to heat, pressure, and the introduction of chemically active fluids.
monzonite	an igneous intrusive rock comprising approximately equal amounts of plagioclase and alkali feldspar,
oz	Troy ounce
Permian	a geologic period and system, which extends from 298 to 252 million years ago.
plagioclase	a silicate mineral within the feldspar family
porphyry	a variety of igneous rock consisting of large-grained crystals such as feldspar and quartz in a fine-grained rock matrix
ppm	part per million   (equivalent to  g/t)
skarn	calcium-bearing silicate rocks of any age most often formed at the contact zone between intrusions of granitic magma bodies and carbonate sedimentary rocks such as limestone
Tertiary	geologic period from 65 million to 1.806 million years ago
Triassic	a geologic period and system that from about 250 to 200 million years ago
tonne	1000 kilograms
ultramafic	darker coloured mafic rock