GALILEO RESOURCES PLC — Earnings Release 2020

Jan 29, 2021

National Storage Mechanism | Additional information

RNS Number : 3962N

Galileo Resources PLC

29 January 2021

Galileo Resources PLC

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

Unaudited interim results for the six months ended 30 September 2020

Galileo (AIM: GLR), the exploration and development mining company, announces its unaudited interim results for the six-month period ended 30 September 2020. A copy of the interim results is available on the Company's website, www.galileoresources.com.

Operational Highlights

BOTSWANA

Acquisition of Exploration Assets in Botswana

Period under review

·    Galileo acquired 100% of Botswana-incorporated Crocus-Serv (Pty) Ltd ("Crocus"), whose assets comprise of 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.

Post the period under review

·    Galileo undertook a heliborne-EM geophysical surveying over several licences in its highly prospective Kalahari Copper Belt Project, specifically PL250/2018, PL251/2018, PL39/2018 and PL40/2018. Preliminary overview of the results is considered very promising, with the EM data interpreted to show several highly prospective geological settings for copper-silver mineralisation. Detailed data interpretation is under way, utilising Spectral Geophysics, a consultancy that was involved in the discovery of the A4 Dome deposit (targeted from EM data) and the Company will announce these conclusions once known. The most prospective EM targets will be selected for early drill testing.

·    On 16 October 2020, Galileo completed (the "Completion Date") of the acquisition of 100% of Africibum Co Pty Ltd ("Africibum") and its interests in the North East Kalahari Copper Belt Project in Botswana. The Company acquired 100% of Africibum Co (Pty) Ltd, incorporated in Botswana (Company number 1828747) ("Africibum") and its 100% interest in five prospecting licences PL366/2018, PL367/2018, PL368/2018, PL122/2020, PL123/2020 and two mining tenement applications in Botswana (the "North East Kalahari Copper Belt Project").

·    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.

·    On 25 January 2021 Galileo entered into two legally binding agreements with ASX listed Sandfire Resources Limited (ASX: SFR) ("Sandfire"). The first agreement being a conditional licence sale agreement (the "Licence Sale Agreement") and the second a share subscription agreement (the "Share Subscription Agreement"). The Licence Sale Agreement provides for the sale of 9 of the Company's Kalahari Copper Belt Licences (the "Included Licences") which the Company acquired in May and October 2020. Sandfire will pay an aggregate consideration of US$3 million payable on the Settlement Date of which US$1.5 million will be paid in cash and US$1.5 million by the issue of 370,477 Sandfire ordinary shares to the Company at an issue price of A$5.227 per share, being the VWAP of the Sandfire share price for the 10 trading days prior to the date of signing the Licence Sale Agreement. Under the terms of the agreements Sandfire committed to spend US$4 million on the Included Licences within two years of settlement and if the US$4 million is not spent, any shortfall will be paid to the Company. (Sandfire will have a first right of refusal in relation to the acquisition of the 15 Kalahari Copper Belt Licences being retained by the Company (the "Excluded Licences") ("ROFR: Excluded Licences"). Settlement is conditional upon:

o  The parties having executed the Share Subscription Agreement;

o  Ministerial consent for the transfer of the Included Licences by the Botswana Minister of the Ministry of Minerals, Energy and Water Resources ("Ministerial Consent");

o  ASX and AIM regulatory approvals; 

o  Approval of the acquisition of the Included Licences by the Competition Authority of Botswana (or confirmation from such authority or from either party's Botswana legal counsel that such approval is not required) ("Competition Approval");

o  Duly executed transfers of the Included Licences in the form required by the Mining Act under which a 100% interest in the Included Licences may be transferred.

If the Ministerial Consent and / or the Competition Approval is not granted by the Long Stop Date (31 July 2021 or such later date agreed by the parties) the agreement shall automatically terminate and cease to have effect and no Party shall have any obligation or liability to any other Party.

ZAMBIA

Star Zinc & Kashitu

Period under review

·    Galileo agreed an arrangement ("Arrangement") with BMR to assume the rights to BMR's Mauritian subsidiary, Enviro Mining Limited and its wholly-owned Zambian subsidiaries, which include, amongst other things the title to the licences for Star Zinc and Kashitu (zinc willemite) Projects. The Arrangement, which is subject to Zambian Ministry approval, is for nil consideration since the Company has earned-in its 95% right to the two projects. Galileo has decided to cease seeking Ministry approval and therefore will no longer be assuming the rights from BMR.

Post the period under review

·    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 focused on non-ferrous metals and concentrates.

SOUTH AFRICA

Glenover Phosphate Project ("Glenover")

Period under review

·    Glenover continued to progress Department of Mineral Resources approval of its application for a mining right, for which the only outstanding matter remains a Record of Decision ("RoD") from the Department of Water and Sanitation ("DWS") on the proposed Tailings Storage Facility ("TSF") design.

·    Glenover continued to identify potential investors in the Glenover project and initiated preliminary discussions, which are ongoing.

Post the period under review

·    The final TSF design report was completed by Golder Associates (Pty) Ltd in November 2020 and has been submitted to the DWS for its RoD, with a decision expected during Q1 2021.

FUNDRAISING

Period under review

·    In June 2020, the Company raised £900,000 before expenses (1 June 2020: AIM - RNS number 45490) by way of a placing of 112,500,000 Galileo ordinary 0.1p shares at a 14% discounted price of 0.8p per share. The Company intended to use the proceeds of the placing for general working capital towards exploration on the 15 Kalahari Copper Belt Licences in Botswana being retained by the Company under the Licence Sale Agreement and progressing its two Zambian zinc projects.

Post the period under review

·    On 25 January 2021, the Company entered into a Share Subscription Agreement with Sandfire who agreed to subscribe for 41,100,124 ordinary shares of 0.1p in the Company ("Sandfire Shares") at a price of 2.68p per share, being a 25% premium to the 10 day VWAP of the Company's share price as at 22 January 2021, raising £1.1 million (US$1.5 million at current conversion rates). The Sandfire Shares will be issued at a premium of 17% to the closing mid-price of the Galileo Shares on 25 January 2021 of 2.30p and admitted for trading on AIM on or around 9 February 2021. This will represent a 4.62% interest in Galileo.

For further information, please contact:

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

Statement of Responsibility for the six months ended 30 September 2020

The directors are responsible for preparing the consolidated interim financial statements for the six months ended 30 September 2020 and they acknowledge, to the best of their knowledge and belief, that:

·   the consolidated interim financial statements for the six months ended 30 September 2020 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.

Colin Bird                                Chairman and Chief Executive Officer

29 January 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION			Six months ended 30 September 2020		Six months ended 30 September 2019			Year ended 31 March 2020
			(Unaudited)		(Unaudited)			(Audited)
			£s		£s			£s
ASSETS
Intangible assets			3,610,194		3,268,814			3,348,019
Investment in joint ventures			1,867,227		2,185,144			1,834,710
Loans to joint ventures and associates			339,420		448,388			291,442
Other financial assets			351,881		408,885			344,523
Non-current assets			6,168,722		6,311,231			5,818,694
Trade and other receivables			5,452		56,077			2,228
Cash and cash equivalents			1,054,247		135,506			356,485
Current assets			1,059,699		191,583			358,713
Total Assets			7,228,421		6,502,814			6,177,407
EQUITY AND LIABILITIES
Share capital and share premium			27,774,345		26,073,551			26,469,319
Reserves			749,594		599,753			621,131
Accumulated loss			(21,589,733)		(20,774,084)			(21,222,788)
Equity			6,934,206		5,899,220			5,867,662
Liabilities
Other financial liabilities			5		4,078			5
Non-current liabilities			5		4,078			5
Trade and other payables			294,210		599,516			309,740
Total liabilities			294,215		603,594			309,745
Total Equity and liabilities			7,228,421		6,502,814			6,177,407
Joel Silberstein 29 January 2021 Company number: 05679987
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2020		Six months ended 30 September 2020		Six months ended 30 September 2019			Year ended 31 March 2020
		(Unaudited)		(Unaudited)			(Audited)
		£s		£s			£s
Revenue		-		-			-
Operating expenses		(360,390)		(189,189)			(630,384)
Operating loss		(360,390)		(189,189)			(630,384)
Investment revenue		-		1			2
Share of loss from equity accounted investments		(6,555)		(4,296)			(11,806)
Loss for the period		(366,945)		(193,484)			(642,188)
Other comprehensive loss:
Exchange differences on translating foreign operations		(119,646)		81,015			26,078
Total comprehensive loss		(486,591)		(112,469)			(616,110)
Total comprehensive loss attributable to:
Owners of the parent		(486,591)		(112,469)			(616,110)
Weighted average number of shares in issue		600,066,170		353,542,063			484,524,276
Basic loss per share - pence		(0.06)		(0.03)			(0.14)

STATEMENT OF CHANGES IN EQUITY as at 30 September 2020

Share           Share	Total share	Foreign	Convertible	Share based	Total reserves	Accumulated	Total equity
Capital       premium	capital	currency	instruments	payment	loss
Figures in Pound Sterling		translation reserve reserve		reserve

Balance at 1 April 2019		5,915,231		19,525,088		25,440,319	(736,060)			1,047,821			149,793						461,554			(20,580,600)				5,321,273
Loss for the year		-		-		-	-			-			-						-			(642 188)				(642,188)
Other comprehensive income		-		-		-	26 078			-			-						26,078			-				26,078
Total comprehensive income for the year		-		-		-	26 078			-			-						26,078			(642 188)				(616,110)
Issue of warrants		-		(133,499)		(133,499)	-			-			133,499						133,499			-				-
Issue of shares		253,215		909,284		1,162,499	-			-			-						-			-				1,162,499
Total contributions by and distributions to owners of company recognised directly in equity		253,215		775,785		1,029,000	-			-             -			133,499						133,499			-				1,295,998
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 6 months		-		-		-	-			-			-						-			(366 945)				(366,945)
Other comprehensive income		-		-		-	(119 646)			-			-						(119,646)			-				(119,646)
Total comprehensive income for the 6 months		-		-		-	(119 646)			-			-						(119,646)			-				(486,591)
Warrants issued		-		(150,544)		(150,544)	-			-			150,544						150,544			-				-
Warrants exercised		-		65,650		65,650	-			-			(65,650)						(65,650)			-				-
Options granted		-		-		-	-			-			163,215						163,215			-				163,215
Issue of shares		216,964		1,172,957		1,389,920	- --			-			-						-			-				1,389,920
Total contributions by and distributions to owners of company recognised directly in equity		216,964		1,088,063		1,305,026	-			-			248,109						248,109			-				1,553,135
Balance at 30 September 2020		6,385,410		21,388,936		27,774,345	(829,628)			1,047,821			531,401						749,594							- 6,934,206

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2020		Six months ended 30 September 2020	Six months ended 30 September 2019	Year ended 31 March 2020
		(Unaudited)	(Unaudited)	(Audited)
		£s	£s	£s
Cash used in operations		(315 552)	(179 723)	(331,288)
Interest income		-	1	2
Net cash from operating activities		(315 552)	(179 722)	(331,286)
Investment in intangible assets		(167 738)	(94 778)	(290,232)
Increase in investment in joint ventures		-	(54 602)	-
Loans advanced		(45 848)	(4 384)	(13,072)
Net cash from investing activities		(213 586)	(153 764	(303,304)
Proceeds on share issue		1 226 900	467 917	990,000
Net cash flows from financing activities		1 226 900	467 917	990,000
Total cash movement for the period		697 762	134 431	355,410
Cash at the beginning of the period		356 485	1 075	1,075
Total cash at end of the period		1 054 247	135 506	356,485

Notes to the Financial Statements

1.         Status of interim report

The Group unaudited condensed interim results for the 6 months ended 30 September 2020 have been prepared using the accounting policies applied by the Company in its 31 March 2020

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 2020 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 2020 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 ended 30 September 2020 (Unaudited)		Six months ended 30 September 2019 (Unaudited)	Year ended 31 March 2020   (Audited)
					£s		£s	£s
Loss on ordinary activities before taxation:
Rare earths, aggregates and iron ore and manganese						(6,555)	(4,296)	(11,806)
Gold, Copper						-	(191)	(23,187)
Corporate costs						(360,390)	(188,997)	(607,195)
					(366,945)		(193,484)	(642,188)

An analysis of the assets and liabilities of the geographical segments as at 30 September 2020 are presented below:                                                            

		Corporate	Corporate	Gold/Copper	Zinc	Copper
	£s	(UK)	(RSA)	(USA/RSA)	Zambia	Botswana	Total
Non-current Assets		237 568	2 320 960	1 705 271	1 608 231	296 691	6 168 721
Current Assets		1 050 909	7 701	1 093	-	-	1 059 702
Non-current liabilities		-	(5)	-	-	-	(5)
Current liabilities		(275 186)	(19 026)	-	-	-	(294 213)
Net assets		1 013 288	2 309 629	1 706 364	1 608 231	296 691	6 934 206

An analysis of the assets and liabilities of the geographical segments as at 30 September 2019 are presented below:                                                            

	Corporate	Corporate	Gold/Copper	Zinc
£s	(UK)	(RSA)	(USA/RSA)	Zambia	Total
Non-current Assets	330 037	2 712 381	1 718 744	1 550 070	6 311 231
Current Assets	160 396	2,714	28 473	-	191 583
Non-current liabilities	-	(6)	(4 072)	-	(4 078)
Current liabilities	(240 181)	(31 569)	(327 766)	-	(599 516)
Net assets	250 252	2 680 806	1 415 379	1 550 070	5 899 220

An analysis of the assets and liabilities of the geographical segments as at 31 March 2020 are presented below:
			Corporate		Corporate		Gold/Copper		Zinc
£s			(UK)		(RSA)		(USA/RSA)		Zambia		Total
Non-current Assets	357 354			2 287 255		1 773 859		1 574 160		5 992 628
Current Assets	422 341			2 405		28 102		-		455 848
Non-current liabilities	-			(5)		(4 047)		-		(4 052)
Current liabilities	(216 849)			(34 137)		(325 775)		-		(576 761)
Net assets	562 846			2 258 518		1 472 139		1 574 160		5 867 662

4.         Financial review

The Group reported a net loss of £ 366 945 (2019: £ 193 484) before and after taxation. Basic loss reported is 0.06 pence (2019: 0.03 pence) per share. Loss per share is based on a weighted average number of ordinary shares of 600 066 170 (2019: 345 966 425).

5.         Share Capital

	Six months Six months ended 30 September 2020		Six months Six months ended 30 September 2020		Year Six months ended 30 September 2020
	ended		ended		ended
	30 September		30 September		31 March September
	2020		2019		2020
	(Unaudited)		(Unaudited)		(Audited)
	£s		£s		£s
Authorised share capital
Unlimited ordinary shares of 0.01 pence (2019: 0.01) pence)
Issued share capital
Reported as at 1 April	557,811,947		304,596,562			304,596,562
Share issues	216,964,246		128,215,385			253,215,385
Reported as at 30 September	774,776,193		432,811,947			557,811,947
Reconciliation of share capital:
Ordinary shares of 0.1p	774,776		432,812			557,812
Deferred shares of 4.9p	5,610,634		5,610,634			5,610,634
Share premium	21,323,286		20,030,105			20,300,873
	27,708,695		26,073,551			26,469,319

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

Date	Number of ordinary shares	Issue price		Purpose of issue
Opening balance	557,811,947
28-May-20	38,814,246		0.40p		Acquisition
28-May-20	26,505,000		0.60p		Warrants exercised
2-Jun-20	18,625,000		0.60p		Warrants exercised
4-Jun-20	11,820,000		0.60p		Warrants exercised
12-Jun-20	54,562,500		0.80p		Placing for cash
24-Jun-20	57,937,500		0.80p		Placing for cash
28-Aug-20	1,200,000		0.60p		Warrants exercised
14-Sep-20	1,250,000		0.60p		Warrants exercised
22-Sep-20	6,250,000		0.60p              Warrants exercised
Closing balance	774,776,193

During the period under review the Company issued a total of 216,964,246 ordinary shares, through the placing of 112,500,000 shares for cash to raise £900,000 before expenses, 38,814,246 shares issued for the acquisition of its Botswana-incorporated Crocus-Serv (Pty) Ltd and further 65,650,000 shares through the exercise of warrants with total proceeds of £393,900.

Post the period under review to the date of this report, the Company issued 73,925,000 new ordinary shares as follows:

	Number of
Date	ordinary shares	Issue price		Purpose of issue
22-Oct-20	42,000,000		0.78p		Acquisition
18-Nov-20	300,000		0.60p		Warrants exercised
26-Nov-20	1,125,000		0.60p		Warrants exercised
07-Dec-20	12,500,000		0.60p		Warrants exercised
21-Dec-20	1,000,000		0.60p		Warrants exercised
06- Jan-21	3,750,000		0.60p		Warrants exercised
13-Jan-21	5,000,000		0.60p		Warrants exercised
18-Jan-21	3,000,000		0.60p		Warrants exercised
28-Jan-21	3,000,000		0.75p		Warrants exercised
28-Jan-21	2,250,000		0.60p		Warrants exercised

6.         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 £900,000 before expenses and the Company has no external debt or overdrafts. Up to the date of this report the Group raised a further £1.1 million net of expenses.

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.

7.         Changes to the Board

As announced on 4 September 2020, Andrew Sarosi has, because of his retirement, resigned as a director of the Company and its subsidiaries and Edward (Ed) Slowey has joined the Board as Technical Director on the same date. As announced on 7 October, Joel Silberstein was appointed Finance Director of the Company.

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