Placing and Notice of GM

Galileo Resources PLC 1 June 2020

Galileo Resources Plc

("Galileo" or "the Company")

Placing and

Notice of General Meeting

Galileo Resources Plc is pleased to announce that the Company has agreed in conjunction with its brokers, a placing with institutional and retail investors ("the Placees") of 112,500,000 ordinary shares of 0.1p each ("Placing  Shares") at a price of 0.80p ("Placing Price") per Placing Share to raise £900,000 before expenses ("Placing"). The Placing consists of 54,562,500 new Ordinary Shares ("Firm Placing Shares") to be allotted and issued immediately ("Firm Placing") and 57,937,500 new Ordinary Shares ("Conditional Placing Shares") to be allotted and issued subject to shareholder approval ("Conditional Placing") at a general meeting ("General Meeting"). The Placing Price is at a discount of approximately 14% compared to the closing mid-market price of 0.93p on Friday 29 May 2020.

The Company intends to use the proceeds of the Placing for general working capital towards exploration on its newly acquired copper-nickel-platinum group metals licences in the Kalahari Copper Belt of Botswana (the Kalahari Licences) and progressing its Star Zinc and Kashitu projects (the Projects) in Zambia, including, for the former, an application and related environmental activities for a small-scale mining permit.

Colin Bird CEO says: " This equity placing will allow the Company to complete its various applications for its Star Zinc project, commence exploration at Kashitu and initiate an aggressive programme of exploration for its highly prospective new acquisition in the Kalahari copper belt. We look forward to progressing with the aforementioned works and keeping the market informed on our progress on a regular basis."

Pursuant to the Placing, each Placee will also be issued one warrant for every two Placing Shares to subscribe ("Placing Warrants") for Ordinary Shares at an exercise price of 1.25p per share. In connection with the Placing, the Company has also issued 5,625,000 warrants to its brokers ("Broker Warrants"), to subscribe for Ordinary Shares at the Placing Price. The Warrants and the Broker Warrants will also be issued subject to shareholder approval. The Warrants and the Broker Warrants may be exercised at any time in the period expiring on the 18-month anniversary of the date of admission of the Firm Placing Shares and the date of admission of the Conditional Placing Shares. 

The issue of the Firm Placing Shares will use up entirely the authority given to the Directors' authority to issue Ordinary Shares. Therefore, in order to issue: the Conditional Placing Shares; the Warrants to be issued in connection with the Firm Placing and the Conditional Placing; and the Broker Warrants, the Directors are convening a general meeting of shareholders in order to pass resolutions to give them the authority to do so. 

As the issue of the Firm Placing Shares will use up entirely the authority given to the Directors' authority to issue Ordinary Shares given at the 2019 AGM, the Directors require the authority of Shareholders in order to have the flexibility to allot further Ordinary Shares in the future should they consider it to be in the best interests of the Company to do so. Accordingly, a resolution will be tabled to authorise the Directors to allot further new Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount of £ 114,911         (equivalent to 114,911,429 Ordinary Shares) and can be used for any purpose that the Directors consider to be in the best interests of Shareholders. This authority, if granted, will be in addition to any authority to allot new Ordinary Shares granted to the Directors pursuant to the Placing.  This authority will expire on the earlier of the conclusion of the 2020 annual general meeting of the Company or 30 September 2020.  

The Firm Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares. Application will be made for Admission of the Firm Placing Shares, which is expected to take place on or around 12 June 2020. Following the issue of the Firm Placing Shares, the Company's issued share capital will be 708,138,693 Ordinary Shares with voting rights. Shareholders in the Company may use these figures as the denominator for the calculation, by which they would determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Notice of General Meeting

Notice is hereby given that the General Meeting will be held on Thursday 18 June 2020 at 11am UK time to give shareholders the opportunity to consider and approve, the resolutions required to give the Directors the authority to issue the Conditional Placing Shares, the Warrants, the Broker Warrants and a further authority to allot new Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount of £ 114,911 (equivalent to 114,911,429 Ordinary Shares) and to allow for the disapplication of the Statutory Pre-Emption Rights in regard to the above authorities to allot and issue Ordinary Shares.

The Conditional Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares. Following the issue of the Conditional Placing Shares, the Company's issued share capital will be 766,076,193 Ordinary Shares with voting rights. Application will be made for Admission of the Conditional Placing Shares, which is expected to take place following shareholder approval at the General Meeting.

The Notice of General Meeting will be posted to shareholders and available on the Company's website from Tuesday 2 June 2020 at www.galileoresources.com

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014. You can also follow Galileo on Twitter: @GalileoResource

For further information, please contact: Galileo Resources PLC

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