Galileo Resources plc (“Galileo “or the “Company”) further to its announcement of 7 March 2022 is pleased to provide details regarding an addendum dated 9 August 2022 (the “Addendum”) to an agreement dated 21 January 2022 between BC Ventures and Cordoba Investments Limited (the “Principal Agreement”) to acquire a 51% interest in B.C. Ventures Limited (“BC Ventures”) which was assigned to the Company on 4 March 2022 (the “Deed of Assignment”). Under the Addendum, Galileo is to acquire a 29% shareholding in BC Ventures (the “Share Acquisition”) for the issue of 50,000,000 Galileo Resources plc shares (the “Consideration Shares”), BC Ventures is the owner of a highly prospective lithium project in Southwest Zimbabwe (the “Kamativi Lithium Project”) and two gold licenses (the “Bulawayo Gold Project”) close to Bulawayo (the “Projects”) through its wholly owned Zimbabwe subsidiary Sinamatella Investments (Private) Limited.
Highlights
· The 29% shareholding in BC Ventures is being acquired by the Company by the issue of the Consideration Shares which is expected to complete once the closing formalities have been completed in relation to the Share Acquisition which is expected to occur during August 2022.
· Following the Share Acquisition and satisfaction of the conditions of the Principal Agreement, Galileo would hold an 80% interest in BC Ventures
· The Consideration Shares will be issued at 1.2 pence per share which is a premium of 4.4% to the closing share price of 1.15 pence per share on Monday 8 August 2022.
· The Consideration Shares will be subject to a 12-month lock up and 12-month orderly market arrangements detailed below.
Colin Bird Chairman & CEO said: “The issue of the Consideration Shares is at a premium to the current share price and subject to lock up arrangements. The Board believes that it is important that the interests of the members of a joint venture are aligned to the same mission. The issue of the Consideration Shares to acquire 29% of BC Ventures has very much achieved this objective and we look forward to working with the BC Ventures shareholders to unlock the Zimbabwean Projects’ value.
Summary of Addendum
The Addendum was entered into on 9 August 2022 and amends the terms of the Principal Agreement as below:
1. The Company is to acquire 29% of BC Ventures in consideration of the issue of the Consideration Shares to Angus Kynaston Forbes or his nominee;
2. The Consideration Shares are subject to the following lockup and orderly market arrangements and cannot be sold during the lockup periods. During the orderly market period the Option Consideration Shares shall first be offered for sale by Galileo’s company broker at a price no lower than the Galileo Shares have traded in the previous five days (the “Nominated Price”) and if not sold by Galileo’s company broker within 30 days may be sold via another broker at the Nominated Price or higher
Percentage of Option Considerations Shares
Lock Up Period
Orderly Market Period
100%
12 months
12 months
3. The period for the expenditure of US$1.5M to be incurred by the Company under the Principal Agreement to acquire 51% of BC Ventures has been extended six months to 21 July 2024.
4. All provisions of (i) the Principal Agreement, and (ii) the Deed of Assignment as included in the announcement of 7 March 2022 remain unamended and in full force and effect. As such Galileo’s share of any pro rata costs will be 80% post completion reflecting its revised equity interest.
