TIDMGLR
RNS Number : 3706L
Galileo Resources PLC
30 December 2022
The announcement below replaces the RNS released by the Company
at 10.00am today with RNS number 3395L. The only change is that the
' Non-current assets held for sale' in the Consolidated Statements
of Finance Position was incorrectly included in 'Non-current
assets' and is now disclosed separately . All other text remains
the same.
30 December 2022
Galileo Resources PLC
("Galileo" or "the Company" or "the Group")
Unaudited interim results for the six months ended 30 September
2022
Galileo (AIM: GLR) , the exploration and development mining
company, announces its unaudited interim results for the six-month
period ended 30 September 2022. A copy of the interim results is
available on the Company's website, www.galileoresources.com .
Operational Highlights
ZAMBIA
Luansobe Copper Project
The Company holds a 75% interest in the Luansobe project and is
undertaking an advanced exploration programme with a view to
completing a Project Feasibility Study within 18 months of 20
February 2022.
The Luansobe area is situated some 15km to the northwest of
Mufulira Mine in the Zambian Copperbelt which produced well over
9Mt of copper metal during its operation. It forms part of the
north-western limb of the northwest - southeast trending Mufulira
syncline and is essentially a strike continuation of Mufulira, with
copper mineralisation hosted in the same stratigraphic horizons. At
the Luansobe prospect mineralisation occurs in at least two
horizons, dipping at 20-30 degrees to the northeast, over a strike
length of about 3km and to a vertical depth of at least 1,250m.
Period Under Review
Re-logging of historic drill core dating from the 1950s and
1960s was completed, with core from five vertical holes being split
for assaying of possible copper-bearing zones not previously
recognised or considered of interest by earlier operators. This
work identified mineralised lenses of moderate copper grade, with
some higher-grade intervals in an upper zone at Luansobe - selected
assay results received included:
-- 16m @ 1.20% Cu from 58m in hole L0071
-- 14m @ 0.99% Cu from 70m in hole L0069
The newly discovered mineralisation was considered by the
Company to have the potential to add incremental value to a
possible open pit mining operation.
A contract was signed in August 2022 for a programme of core
drilling designed to infill gaps in historic drilling and twin
selected holes, with a particular focus on shallow levels of the
Luansobe deposit. The new data will be utilised to complete a
mineral resource estimate reported in accordance with JORC (2012)
which will be used as the basis for potential open pit mine
planning.
Post Period Under Review
On 03 November 2022 the Company confirmed completion of the
drill programme, comprising 28 vertical diamond drill holes
totalling 3,563.5m, thus marking an important step towards the
definition of a new Mineral Resource Estimate for the Project.
Assay results for the first 15 of 28 holes drilled were received.
These identified wide zones of moderate grade, near-surface copper
mineralisation, potentially offsetting open pit pre-stripping
costs, which could be expected to impact positively on project
economics.
Selected assay intervals for the first fifteen holes,
included:
-- 23.73m @ 2.63% Cu from 85.27m in hole LUDD013
-- 2.56m @ 2.78% Cu from 45.44m in hole LUDD005
-- 16.39m @ 0.95% Cu from 54.0m in hole LUDD009
-- 7.0m @ 0.66% Cu from 21.0m in hole LUDD006
External independent consultant, Addison Mining Services of the
UK, will complete a JORC (2012) Mineral Resource Estimate as soon
as the balance of geological data and supporting assays have been
received. The Mineral Resource Estimate will provide the
information required to progress towards a potential open pit mine
plan.
Shinganda Project
Galileo has an Option and Joint Venture project covering the
Shinganda Copper-Gold project, Zambia where the Company has the
right to earn an initial 51% interest.
The project area covers part of a major 10km structural trend
with two previously developed small-scale open pit copper-gold
mines. Very limited historic drilling on the property is reported
to have intersected 1.07% Cu over a true width of 28.3m at shallow
depth within supergene copper oxides. Drilling on the structure
within the Shinganda property further to the west by Vale S.A.
recorded a 2m interval @ 3.93% Cu, 1.72g/t Au.
Period Under Review
The Company engaged a contractor to undertake a detailed ground
magnetic survey at Shinganda, covering 383-line kilometres in
total. Results were received and are being used to help guide
further exploration.
On 20 July 2022 Galileo reported that it had completed a
reconnaissance mapping and sampling exercise over the most
prospective western sector of the exploration licence. Much of the
area is covered by a layer of overburden and duricrust,
nevertheless nine target areas with mineralisation or alteration of
interest were identified during mapping. Almost all were artisanal
pit working exposures with visible copper oxide mineralisation.
Altogether 27 rock grab samples were collected for copper and gold
assay from the exposed rocks. Assay results returned strongly
anomalous values for copper and gold from many of these,
including:
-- 1.42% Cu, 3.14g/t Au from the Shinganda outcrop
-- 1.79% Cu, 10.19g/t Au from Target No.1
-- 3.77% Cu, 1.24g/t Au from Target No.7
The outcome of the prospecting, showing the presence of copper
and gold mineralisation over an area of at least 12km x 6km on the
Shinganda licence, points to the potential for several shallow
copper-gold deposits on the property or for a potentially larger
target.
The Company engaged a contractor to undertake an initial
drilling programme to test the Shinganda pit workings in the
vicinity of the historic intersection of 1.07% Cu over a true width
of 28.3m at shallow depth within supergene copper oxides - previous
drill holes at Shinganda were not assayed for gold.
Results were reported for the first six angled holes totalling
963.9m drilled at the Shinganda outcrop target, with copper assays
being received for the first four of these. Gold assay results were
awaited. Shallow intervals of semi-massive hematite mineralisation
with strongly disseminated copper were noted particularly in holes
SHDD002 and SHDD005.
Assay results included:
-- 50.3m @ 1.53% Cu from 21m downhole depth in SHDD002, with a
sub-interval of 7m @ 4.36% Cu, including 2.0m @ 11.31% Cu
-- 43.7m @ 1.01% Cu from 7.3m downhole depth in SHDD004, including 10.0m @ 1.61% Cu
Further drilling is planned.
Kashitu
Period under review
A new small-scale exploration licence was issued on 23 February
2022 covering the core of the Kashitu project area. The licence
will run for four years from the issue date.
The Company has continued to plan for a drilling programme at
the Kashitu zinc project. Site visits were previously undertaken to
establish the suitability of several potential drill sites, with
the initial focus on testing of a high-grade willemite zinc
silicate vein zone which has been partially mined previously in a
small open pit.
ZIMBABWE
Galileo announced an agreement entered into on 04 March 2022
which assigned to Galileo an option granted under an agreement
dated 21 January 2022 between BC Ventures and Cordoba Investments
Limited to acquire a 51% interest in BC Ventures. BC Ventures is
the owner of a highly prospective lithium project in western
Zimbabwe (the Kamativi Lithium Project) and two gold licences (the
Bulawayo Gold Project) close to Bulawayo through its wholly owned
Zimbabwe subsidiary Sinamatella Investments (Private) Limited.
Under the terms of the agreement the Company committed to spend
US$1.5 million on exploration expenditure by 21 January 2024.
On 10 August 2022, the Company further announced an agreement to
acquire a further 29% shareholding in the Sinamatella projects and
an extension on the commitment to spend US$ 1.5 million on
exploration expenditure by 6 months to 21 July 2024. Post the
financial period under review the Company announced that all
conditions had been met in relation to the agreement to acquire a
29% shareholding in BC Ventures Limited (the "Share Acquisition")
accordingly, the Company issued 50,000,000 Galileo ordinary shares
at a price of 1.2 pence per share being the consideration shares
due in relation to the Share Acquisition. As a result, Galileo now
has an interest of 29% in BC Ventures alongside an option to
acquire a further 51% interest through the Company spending
$1.5million on exploration and evaluation of the Projects by 21
July 2024.
Zimbabwe is recognised as one of the most potentially
prospective countries in Africa for pegmatite-hosted lithium. Among
other explorers, Prospect Resources Ltd (ASX: PSC) estimates that
its Arcadia open pit lithium deposit, hosted within a stacked
series of pegmatite dykes, contains JORC- compliant proven and
probable ore reserves of 37.4Mt, grading at 1.22% Li2O. China's
Zhejiang Huayou Cobalt recently announced that it had agreed a deal
to purchase 100% of the Arcadia hard-rock lithium project for
US$422m. Zimbabwe has also long been a significant gold producer,
primarily from Greenstone Belt quartz 'reef' deposits that are host
to many small to mid-size quartz reef gold mines and deposits.
Period Under Review
Kamativi Lithium Project
The Kamativi Lithium Project comprises EPO 1782, covering
520km2, and lies on the Kamativi Belt directly adjacent to, and
along strike from the historic Kamativi tin- tantalum mine which
operated from 1936 to 1994. The Kamativi Mine produced 37,000
tonnes of tin and 3,000 tonnes of tantalum ore from pegmatites, and
in 2018 Chimata Gold Corp (Zimbabwe Lithium Company) announced a
new JORC (2012) compliant Indicated Mineral Resource of 26Mt @
0.58% Li2O within the Kamativi mine tailings, confirming that the
mine contained significant quantities of lithium.
The Sinamatella licence area encloses extensions and splays of
the Kamativi Tin Mine host unit, including mapped pegmatites, and
it has been reported that there are old tin-fluorite workings
within the Sinamatella property. The licence area also contains a
large extent of the pre-Cambrian Malaputese Formation which is
considered to be strongly prospective for VMS hosted copper,
surrounding the old Gwaii River Copper Mine and including numerous
other copper prospects and occurrences.
Little exploration has been carried out on the licence area in
the past 25+ years, however there is very good historical data
available to advance exploration for lithium prospects.
Environmental studies were completed on the permit area and the
necessary permissions were granted by the Zimbabwe authorities to
facilitate commencement of exploration on the property.
Reconnaissance mapping/sampling site visits were undertaken, and
detailed exploration work commenced on the property, comprising
geological mapping, rock grab sampling and soil sampling aimed at
identifying potentially lithium-bearing pegmatite host rocks.
Bulawayo Gold-Nickel-Copper Project
The Bulawayo Project comprises EPO 1783 and EPO 1784, covering a
large 1,300km2 licence area near Bulawayo with extensive Greenstone
Belt rock formations in Zimbabwe. No systematic exploration has
been carried out in the area for more than 25 years due to the
previously unfavourable investment climate in Zimbabwe. Prospective
areas with thin sand/alluvial/Karoo basalt cover have never been
explored and preliminary grab sampling on the property reported
assays ranging from 3.9-16g/t Au, confirming the prospectivity of
the ground.
The aim is to explore for resources to support the development
of a large scale mine. The licences adjoin and enclose a number of
small-scale gold mines on pre-existing mining permits which
provides the opportunity to integrate the production from these
operations which have a total historic production reported as more
than 1Moz Au.
The Company contracted Xcalibur Airborne Geophysics (Pty) Ltd,
to carry out a fixed-wing airborne magnetic and radiometric survey
over the Bulawayo licence area, with the programme being completed
in June 2022. The survey comprised 12,184 line km of flying at 100m
line spacing covering extensive Greenstone Belt rock formations.
The aim of the survey was to map critical structures and belts
linking the many known small-scale gold mines and deposits to help
identify targets for the potential development of a medium to large
scale mine.
The survey successfully mapped magnetic greenstone lithologies
that have remained unexplored, hidden beneath relatively shallow
alluvial and Karoo sandstone cover. The new geophysical data was
then integrated with existing gold deposit and soil geochemical
datasets. Modelling of the integrated dataset identified multiple
gold targets associated with these prospective lithologies and
geological structures known to provide the setting for both
historic gold producers and operating mines within the Bulawayo
licences.
In addition to gold targets, three nickel targets were also
identified together with several further sites of interest. These
included a 1.5km long soil geochemical anomaly up to 1,700ppm Ni
with a coincident magnetic signature in the Fingo area, as well as
several other buried or previously unidentified gabbro and
ultra-mafic intrusives that represent potential hosts for
nickel-copper mineralisation
Post Period Under Review
Kamativi
On 08 December 2022 the Company provided an update on a
reconnaissance mapping and sampling programme which identified four
target zones with potential for pegmatite-hosted lithium, tin and
tantalum. Work included collection of 1,661 samples, comprising
rock chips, stream sediments and soil samples which were dispatched
to an assay laboratory for a range of elements, including lithium,
tin and tantalum. Possible spodumene and petalite lithium
mineralisation was visually identified in rock chip samples from
one site, however this will require laboratory confirmation.
Bulawayo
In November 2022 Galileo reported in relation to the Bulawayo
Project that the following work was under way or planned on the
initial targets selected for follow-up, as a precursor to proposed
drilling in early 2023.
Bembeshi Gold:
At the Bembeshi gold target, evidence was found of both historic
and current gold mining along a 7km-long outcropping greenstone
trend. Exploration encountered visible sulphides and associated
alteration in multiple shear-hosted quartz veins and stockworks
over zones up to 30m wide. High-grade gold is currently being mined
by artisans and small-scale miners at reported average grades of 5
to 7g/t Au. A wide-spaced soil survey had commenced over a 6km-long
greenstone gold target hosting former producing mines to confirm
the continuity of gold mineralisation.
Bembeshi Nickel:
The new Bembeshi nickel target was outlined, located east of the
Fingo prospect, representing an entirely new potential nickel
target. The target was based on available evidence for a large
buried mafic - ultramafic body with potential to host nickel. Soil
and rock sampling by the Company returned encouraging Ni results
from preliminary handheld XRF analysis.
At the Fingo nickel target, infill and extension soil lines were
planned on the prospect.
Queens West:
Ground geophysical surveys (resistivity and magnetic) were
undertaken to test possible gold-bearing structures identified
under surface cover extending away from current and historic gold
mining activity in the Queens mine area, supported by historic
anomalous gold in soil ranging from 0.5 to 1.0g/t Au. Discovery of
multiple quartz veins/stockworks at surface containing sulphide
mineralisation, and active artisanal mining were considered to
provide clear evidence of the presence of gold along these
structural extensions. Supplementary IP-Resistivity ground
geophysics was planned to generate drill-ready gold targets
Galileo also reported that it had commissioned an external
geological contractor to build a small-scale mining database for
legally held small mining claims within the larger Bulawayo Licence
to assist with exploration in the medium-term.
BOTSWANA
Kalahari Copperbelt
Period under review
Following completion of the first phase drilling programme on
PL40, PL39 and PL253 an overview report of the programme was
prepared incorporating recommendations for follow-up drilling on
the Galileo retained licences.
Significant encouragement in relation to the Kalahari Copperbelt
is derived from the recent commencement of mining operations by
Sandfire Resources Limited on its' Motheo Copper Mine and
especially drilling reports by ASX listed Cobre Limited from its'
newly discovered Ngami copper-silver project along 10km of strike
which lies just about 20km from Galileo's PL253.
NEVADA
Ferber gold-copper project
Period Under Review
An earlier Galileo project review identified several drill
targets at Ferber to test both skarn-type gold-copper occurrences
and Carlin-type gold occurrences on the 100% held property. Due to
strong demand for drill machines in Nevada, it proved difficult to
find a contractor to undertake diamond core drilling at Ferber in
2022. However, the Company has proceeded with an application for
environmental permit for the planned programme and has engaged
Rangefront Mining Services, based in Elko Nevada, to assist in
seeking quotes from drilling contractors for Reverse Circulation
(RC) drilling with the aim of completing the planned programme
during Q3 2023.
SOUTH AFRICA
Glenover Phosphate Project (" Glenover")
Period Under Review
The Company received confirmation that all conditions for
Afrimat Limited ("Afrimat") to acquire the Vermiculite Mining Right
from Glenover had been met and that Glenover had elected for the
Vermiculite Mining Right Consideration to be paid in cash, of which
of ZAR11.6 million (approx. GBP0.6 million) was received by the
Company.
Post Period Under Review
The Company announced that Afrimat had given notice to Glenover
of its intention to conditionally acquire 100% of the shares in
Glenover from the current shareholders of Glenover for
consideration of ZAR300 million (approximately GBP14.3 million)
with the to receive ZAR107 million (approximately GBP5.1
million).
The Sale Shares Consideration will be settled through a
combination of cash and Afrimat shares;
-- 50% of the Sale Shares Consideration shall, at the election
of Afrimat, be split between Afrimat shares based on the Afrimat
30-day VWAP at which the Afrimat shares traded on the JSE Limited
on the relevant Effective Date and cash (Afrimat has to make this
election on the relevant Effective Date); and
-- 50% of the Sale Shares Consideration shall, at the election
of the Sellers (which includes the Company), be split between
Afrimat shares 30-day VWAP at which the Afrimat shares traded on
the JSE Limited on the relevant Effective Date and cash (the
Sellers have to make this election on the relevant Effective
Date).
The remaining suspensive conditions of the Glenover Acquisition
include approval from the South African Department of Mineral
Resources and Energy ("DMRE") in terms of Section 11 of the South
African Mineral and Petroleum Resource Development Act No. 28 of
2000 and South African Competition Commission approval for the
Acquisition. The Company anticipates that the above suspensive
conditions will be met by 31 July 2023.
In the event that either or both the suspensive conditions are
not fulfilled by 31 July 2023, interest will be payable at the
prime lending rate of the South African Reserve Bank (basic rate of
interest that commercial banks charge their customers) less 2% on
the remaining purchase consideration of ZAR300 million (GBP14.3
million) from 1 August 2023 until the suspensive conditions are
fulfilled or waived, as applicable, prior to the longstop date of
30 April 2024.
The Company has a very prospective portfolio of projects all of
which will be pursued during 2023. The progress of certain projects
beyond the first half of 2023 will depend on receipt of the funds
from the Glenover sale proceeds as referred to above. Should the
receipt of funds be delayed, then certain low priority projects may
be deferred until receipt of the funds or alternative funding is
secured.
Financial Highlights
The Group reported earnings of GBP1,209,344 (2021: loss of
GBP552,493) after taxation. This included a fair value adjustment
on non-current asset held for sale of GBP 2,392,670 in relation to
the Group's interest in Glenover as more fully described in the
announcement of 9 December 2021 . Earnings reported is 0.11 pence
(2021: loss of 0.06 pence) per share. Earnings per share is based
on a weighted average number of ordinary shares of 1,115,819,649
(2021: 919,808,258).
For further information, please contact:
Colin Bird, Chairman and Tel +44 (0) 20 7581 4477
CEO
Edward Slowey, Executive Tel +353 (1) 601 4466
Director
www.galileoresources.com
Beaumont Cornish Limited
Nominated Advisor
Roland Cornish/James Biddle Tel +44 (0)20 7628 3396
Novum Securities Limited
- Broker Tel +44 (0)20 7382 8416
Colin Rowbury/ Jon Belliss
Statement of Responsibility for the six months ended 30
September 2022
The directors are responsible for preparing the consolidated
interim financial statements for the six months ended 30 September
2022 and they acknowledge, to the best of their knowledge and
belief, that:
-- the consolidated interim financial statements for the six
months ended 30 September 2022 have been prepared in accordance
with UK adopted IAS 34 - Interim Financial Reporting;
-- 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.
C Bird
Chairman and Chief Executive Officer
30 December 2022
CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2022 2021 2022
(Unaudited) (Unaudited) (Audited)
GBPs GBPs GBPs
ASSETS
Intangible assets 6 4,382,659 2,854,706 3,875,570
Investment in joint ventures - 1,990,053 2,936,125
Loans to joint ventures,
associates and subsidiaries 284,792 364,644 792,259
Other financial assets 2,318,549 1,440,148 1,994,617
---------------- --------------- --------------
Non-current assets 6,986,000 6,649,551 9,598,571
---------------- --------------- --------------
Trade and other receivables 387,734 49,796 119,855
Cash and cash equivalents 3,309,842 3,523,794 4,648,995
Other financial assets - 6,930 -
--------------- --------------
Current assets 3,697,576 3,580,520 4,768,850
---------------- --------------- --------------
Non-current assets held for
sale 7 5,138,367 1,574,160 -
---------------- --------------- --------------
Total Assets 15,821,943 11,804,231 14,367,421
---------------- --------------- --------------
EQUITY AND LIABILITIES
Share capital 32,146,730 31,636,356 31,996,730
Reserves 1,352,184 887,304 1,223,801
Accumulated loss (18,142,010) (21,687,406) (19,351,353)
---------------- --------------- --------------
15,356,904 10,836,254 13,869,178
Non-controlling interest 117,754 - 117,754
---------------- --------------- --------------
Equity 15,474,658 10,836,254 13,986,932
---------------- --------------- --------------
Liabilities
Other financial liabilities 6 6 6
Deferred taxation - 425,813 -
---------------- ---------------
Non-current liabilities 6 425,819 6
---------------- --------------- --------------
Trade and other payables 141,628 542,158 106,233
Taxation payable 205,651 - 274,250
---------------- --------------- --------------
347,279 542,158 380,483
---------------- --------------- --------------
Total liabilities 347,285 967,977 380,489
---------------- --------------- --------------
Total Equity and liabilities 15,821,943 11,804,231 14,367,421
---------------- --------------- --------------
Joel Silberstein
30 December 2022
Company number: 05679987
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2022 2021 2022
(Unaudited) (Unaudited) (Audited)
GBPs GBPs GBPs
Revenue - - -
Operating expenses (629,417) (556,524) (753,321)
---------------- --------------- --------------
Operating loss (629,417) (556,524) (753,321)
Investment revenue 218,012 - 332,904
Fair value adjustments 2,392,670 - 141,205
Profit/(loss) on sale of
investments - - (1,266,967)
Provision for impairment - - (495,842)
Share of (loss)/profit from
equity accounted investments (771,921) 4,031 3,433,034
---------------- --------------- --------------
Profit/(loss) for the period
before taxation 1,209,344 (552,4933) 1,391,013
Taxation - - 151,563
---------------- --------------- --------------
Profit for the period after
taxation 1,209,344 (552,493) 1,542,576
---------------- --------------- --------------
Other comprehensive loss:
Exchange differences on translating
foreign operations 91,182 41,091 483,319
---------------- --------------- --------------
Total comprehensive income/(loss) 1,300,526 (511,402) 2,025,895
---------------- --------------- --------------
Total comprehensive loss
attributable to:
Owners of the parent 1,300,526 (511,402) 2,025,895
Weighted average number of
shares in issue 1,115,819,649 919,808,258 1,038,799,984
Basic earnings/(loss) per
share - pence 0.11 (0.06) 0.15
STATEMENTS OF CHANGES IN EQUITY as at 30 September 2022
Share Share Total Foreign Convertible Shares Share based Total Accumulated Total NCI Total
Capital capital currency instruments to be issued payment reserves loss equity equity
premium translation reserve reserve attributable
reserve to equity
holders
of the
company
---------- ------------
Figures in Pound Sterling
reserve
---------------------------------------------------------------------------------------------------- ------------------- ----------------- ----------------------------- ----------------- ------------ --- ----- -------------- ------------
Balance at 1 April 2021 6,522,609 23,182,635 29,705,244 (776,495) 1,047,821 - 566,374 837,700 (21,134,916) 9,408,029 - 9,408,029
Loss for the year - - - - - - - - 1,542,576 1,542,576 - 1,542,576
Other comprehensive income - - - 483,319 - - - 483,319 - 483,319 - 483,319
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
Total comprehensive income
for the year - - - 483,319 - - - 483,319 1,542,576 2,025,895 - 2,025,895
Warrants lapsed (91,194) (91,194) 91,194 - -
Options lapsed (149,793 (149,793) 149,793 - -
Warrants issued - (27,560) (27,560) - - - 27,560 27,560 - - - -
Warrants exercised - 33,791 33,791 - - - (33,791) (33,791) - - - -
- -
Issue of shares 184,559 2,100,696 2,285,255 -- - - - - - - - -
Shares to be issued - - - - - 150,000 - 150,000 - 150,000 - 150,000
Change in share in associate - - - - - - - - - - 117,754 117,754
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
Total contributions by
and distributions to owners
of company recognised
directly in equity 184,559 2,106,927 2,291,486 - - - (247,218) (97,218) 240,987 2,435,255 117,754 2,553,009
Balance at 1 April 2022 6,707,168 25,289,562 31,996,730 (293,176) 1,047,821 150,000 319,156 1,223,801 (19,351,353) 13,869,178 117,754 13,986,932
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
Loss for the 6 months - - - - - - - - 1,209,344 1,209,344 - 1,209,344
Other comprehensive income - - - 91,182 - 91,182 - 91,182 - 91,182
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
Total comprehensive income
for the 6 months - - - 91,182 - - - 91,182 1,209,344 1,300,526 - 1,300,526
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
Options issued - - - - - - 187,201 187,201 - 187,201 - 187,201
Warrants exercised - - - - - - - - - - - -
Issue of shares 13,742 136,258 150,000 - - (150,000) - (150,000) - - - -
Total contributions by
and distributions to owners
of company recognised
directly in equity 13,742 136,258 150,000 - - (150,000) 187,201 37,201 - 187,201 - 187,201
Balance at 30 September
2022 6,720,910 25,425,820 32,146,730 (201,994) 1,047,821 - 506,357 1,352,184 (18,142,010) 15,356,904 117,754 15,474,658
------------------- -------------------- ------------------------------------- ----------------- -------------------- --------------------------- ------------ ---------------- -------------- ------------ -------------- -------------
CONSOLIDATED STATEMENTS OF Six months Six months Year
CASH FLOW ended ended ended
30 September 30 September 31 March
2022 2021 2022
(Unaudited) (Unaudited) (Audited)
GBPs GBPs GBPs
Cash used in operations (595,592) (175,946) (901,220)
Interest income 2,884 - 238,827
Net cash from operating activities (592,708) (175,946) (662,393)
-------------- -------------- ------------
Additions to intangible assets (154,106) (700,753) (1,559,823)
Distributions from Joint Ventures
(incl subs, JVs & Assoc) - - 2,417,977
Proceeds on sale of non-current
assets held for sale - 1,095,385 1,132,394
Loans repaid/(advanced) 509,567 (18,960) -
Purchase of financial assets (1,101,906) - (132,644)
Net cash flows from investing
activities (746,445) 375,672 1,857,904
-------------- -------------- ------------
Net Proceeds on share issue - 1,931,113 2,060,529
Net cash flows from financing
activities - 1,931,113 2,060,529
Total cash movement for the
period (1,339,153) 2,130,839 3,256,040
Cash at the beginning of the
period 4,648,995 1,392,955 1,392,955
-------------- -------------- ------------
Total cash at end of the period 3,309,842 3,523,794 4,648,995
-------------- -------------- ------------
Notes to the Financial Statements
1. Status of interim report
The Group unaudited condensed interim results for the six months
ended 30 September 2022 have been prepared using the accounting
policies applied by the Company in its 31 March 2022
annual report, which are in accordance with UK adopted
international Accounting Standard, 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 2022 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 2022 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 financial statements incorporate the financial
statements of the Company and all entities for the six months ended
30 September 2022, 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 unit
The Company's investments in subsidiaries and associates, that
were operational at year-end, operate in four geographical
locations being South Africa, Botswana, Zambia, Zimbabwe 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.
The Company's investment in Zambia and Zimbabwe did not
contribute to the operating profit or losses and is excluded from
the segmental analysis.
Geographical segments
An analysis of the profit/(loss) on ordinary activities before
taxation is given below:
Six months Six months Year
ended 30 ended 30
September September ended
2022 2021 31 March
(Unaudited) (Unaudited) 2022
(Audited)
GBPs GBPs GBPs
Profit/(loss) on ordinary
activities before taxation:
Rare earths, aggregates
and iron ore and manganese
- South Africa 2,191,462 4,031 3,433,034
Gold - USA (4,214) (2,288) 8,170
Copper - Botswana (22,664) - 117,599
Corporate costs - United
Kingdom (955,240) (443,598) (2,167,790)
1,209,344 (552,493) 1,391,013
-------------- ------------- ------------
4. Financial review
The Group reported earnings of GBP1,209,344 (2021: loss of
GBP552,493) after taxation. Earnings reported is 0.11 pence (2021:
loss of 0.06 pence) per share. Earnings per share is based on a
weighted average number of ordinary shares of 1,115,819,649 (2021:
919,808,258).
5. Share Capital
During the period under review the Company issued new ordinary
shares as follows:
Number of
Date ordinary shares
================ ================
Opening balance 1 096 946 844
Acquisition 13 741 609
================ ================
Closing balance 1 110 688 453
================ ================
Post the period under review the Company issued new ordinary
shares as follows:
Number of
Date ordinary shares
================ ================
Opening balance 1 110 688 453
Acquisition 50 000 000
================ ================
Closing balance 1 160 688 453
================ ================
Warrants
The Company had the following warrants outstanding at the period
end:
Issue date Number of warrants Issue Expiry date
price
(pence)
15-Sep-20 10 000 000 2.00 2022/10/15
--------------------------- ------------- ------------
01-Jun-21 3 341 666 2.25 2023/06/01
--------------------------- ------------- ------------
01-Jun-21 66 833 332 2.25 2023/06/01
--------------------------- ------------- ------------
80 174 998
--------------------------- ------------- ------------
The Company had the following warrants outstanding at the date
of this report:
Issue date Number of warrants Issue Expiry date
price
(pence)
01-Jun-21 3 341 666 2.25 2023/06/01
--------------------------- ------------- ------------
01-Jun-21 66 833 332 2.25 2023/06/01
--------------------------- ------------- ------------
70 174 998
--------------------------- ------------- ------------
Share Options 30 September 30 September 31 March
2022 2021 2022
Outstanding at the beginning
of the year 58,700,000 68,400,000 68,400,000
Options lapsed - - (9,700,000)
58,700,000 68,400,000 58,700,000
--------------- --------------- ------------
During the period under review, on 28 July 2022 the Company
granted 13,500,000 new options to employees and management at a
strike price of 1.35 pence. The options vest immediately and expire
on 25 July 2025. The fair value of options issued prior to the
period end was determined by using the Black-Scholes Valuation
Model.
6. Intangible assets
Reconciliation of Intangible assets:
Group as at 30 September 2022
Asset Opening Additions Foreign Closing
currency balance exchange balance
movements
Exploration
and evaluation
asset - Botswana BWP 1,467,320 32,692 12,976 1,512,988
----------- ------------- ----------- ------------- ----------
Exploration
and evaluation
asset - U.S.A. US$ 1,893,024 121,414 340,007 2,354,445
----------- ------------- ----------- ------------- ----------
Exploration
and evaluation
asset - Zambia ZMW 515,226 - - 515,226
----------- ------------- ----------- ------------- ----------
Total intangible
assets 3,875,570 154,106 352,983 4,382,659
------------- ----------- ------------- ----------
Group as at 30 September 2021
Asset Opening Disposal Additions Foreign Closing
currency balance as part exchange balance
of assets movements
held for
sale
Exploration
and evaluation
asset - Botswana BWP 2,796,950 (2,378,626) 605,575 391 1,024,290
------------ -------------- ------------ ----------- ---------------- ------------
Exploration
and evaluation
asset - U.S.A. US$ 1,696,493 - 95,178 38,744 1,830,415
------------ -------------- ------------ ----------- ---------------- ------------
Total intangible
assets 4,493,443 (2,378,626) 700,753 39,135 2,854,705
-------------- ------------ ----------- ---------------- ------------
Group as at 31 March 2022
Asset Opening Additions Foreign Total
currency exchange
movements
Exploration
and evaluation
asset - Botswana BWP 418,324 1,047,628 1,367 1,467,320
----------- ---------- ---------- ------------------ ----------
Exploration
and evaluation
asset - U.S.A. US$ 1,696,493 114,723 81,807 1,893,024
----------- ---------- ---------- ------------------ ----------
Exploration
and evaluation
asset - Zambia ZMW - 515,226 - 515,226
----------- ---------- ---------- ------------------ ----------
2,114,817 1,667,577 83,174 3,875,570
------------------------------- ---------- ---------- ------------------ ----------
Botswana
The Company currently holds copper licenses in the highly
prospective Kalahari Copper Belt ("KCB"), The KCB is approximately
800km long by up to 250km wide, is a northeast-trending Meso- to
Neoproterozoic belt that occurs discontinuously from western
Namibia and stretches into northern Botswana along the northwestern
edge of the Paleoproterozoic Kalahari Craton. The belt contains
copper-silver mineralisation, which is generally stratabound and
hosted in metasedimentary rocks of the D'Kar Formation near the
contact with the underlying Ngwako Pan Formation. The hanging
wall-footwall redox contact is a distinctive target horizon that
consistently hosts copper-silver mineralization in fold-hinge
settings. The geological setting is similar to that of the major
Central African Copper Belt and Kupferschiefer in Poland.
7. Non-current assets held for sale
Group as at 30 September 2022
Glenover Phosphate (Pty) Ltd
The Company currently holds a 30.70% direct investment in
Glenover and also has an indirect investment of 4.99% in Glenover
through its shareholding in Galagen Proprietary Limited, a special
purpose vehicle incorporated to hold the BEE shareholding in the
Glenover project, resulting in a total interest in Glenover of
35.69%.
As announced on 9 December 2021, Glenover entered into a
conditional sale of shares agreement with JSE Limited listed
Afrimat Limited (JSE: AFT) ("Afrimat") Glenover also between
Afrimat, Glenover and the shareholders of Glenover including
Galileo Resources SA (Pty) Ltd the Company's wholly owned South
African subsidiary under which Afrimat has the option to acquire
the sale of shares in and shareholders loans made to Glenover for
ZAR300 million (approximately GBP14 .3 million).
On 26 October 2022 , The Company announced that Afrimat had
given notice to Glenover of its intention to conditionally acquire
100% of the shares in Glenover from the current shareholders of
Glenover for consideration of ZAR300 million (approximately GBP14.3
million) with the to receive ZAR107 million (approximately GBP5.1
million).
The Sale Shares Consideration will be settled through a
combination of cash and Afrimat shares;
-- 50% of the Sale Shares Consideration shall, at the election
of Afrimat, be split between Afrimat shares based on the Afrimat
30-day VWAP at which the Afrimat shares traded on the JSE Limited
on the relevant Effective Date and cash (Afrimat has to make this
election on the relevant Effective Date); and
-- 50% of the Sale Shares Consideration shall, at the election
of the Sellers (which includes the Company), be split between
Afrimat shares 30-day VWAP at which the Afrimat shares traded on
the JSE Limited on the relevant Effective Date and cash (the
Sellers have to make this election on the relevant Effective
Date).
The remaining suspensive conditions of the Glenover Acquisition
include approval from the South African Department of Mineral
Resources and Energy ("DMRE") in terms of section 11 of the South
African Mineral and Petroleum Resource Development Act No. 28 of
2000 and South African Competition Commission approval for the
Acquisition.
In the event that either or both the suspensive conditions are
not fulfilled by 31 July 2023, interest of the South African
Reserve Bank at prime rate less 2% will be payable on the remaining
purchase consideration of ZAR300 million from 1 August 2023 until
the suspensive conditions are fulfilled or waived, as applicable,
prior to the longstop date of 30 April 2024.
8. Going concern
The Company has sufficient financial resources to enable it to
continue in operational existence for the foreseeable future and
meet its liabilities as they fall due.
The directors have further reviewed the financial position of
the Company at the date of this report and Company's cash flow
forecast which includes the receipt of GBP5.1 million from the
proceeds of the sale of shares in Glenover which the Company
anticipates will be received by the 31 July 2023. The Company has a
very prospective portfolio of projects all of which will be pursued
during 2023. The progress of certain projects beyond the first half
of 2023 will depend on receipt of the funds from the Glenover sale
proceeds as referred to above. Should the receipt of funds be
delayed, then certain low priority projects may be deferred until
receipt of the funds or alternative funding is secured.
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 and commitments will occur in the
ordinary course of business.
9. Post balance sheet events
9.1 Acquisition of a further 29% shareholding in BC Ventures Limited
On 20 October 2022, the Company announced that all conditions
had been met in relation to the agreement to acquire a 29%
shareholding in BC Ventures Limited (the "Share Acquisition");
accordingly, the Company issued 50,000,000 Galileo ordinary shares
at a price of 1.2 pence per share being the consideration shares
due in relation to the Share Acquisition (the "Consideration
Shares").
As a result, Galileo hold an interest of 29% in BC Venturers
alongside an option to acquire a further 51% interest through the
Company spending $1.5million on exploration and evaluation of the
Projects by 21 January 2024.
The Consideration Shares are subject to the following lockup and
orderly market arrangements and cannot be sold during the lockup
periods.
9.2 Update on Afrimat Option to sell shares in Glenover
The Company announced 26 October 2022 that Afrimat Limited
("Afrimat") had given notice to Glenover of its intention to
conditionally acquire 100% of the shares in Glenover from the
current shareholders of Glenover for consideration of ZAR300
million (approximately GBP14.3 million) with the to receive ZAR107
million (approximately GBP5.1 million).
The Sale Shares Consideration will be settled in a combination
of cash and Afrimat shares;
-- 50% of the Sale Shares Consideration shall, at the election
of Afrimat, be split between Afrimat shares based on the Afrimat
30-day VWAP at which the Afrimat shares traded on the JSE Limited
on the relevant Effective Date and cash (Afrimat has to make this
election on the relevant Effective Date); and
-- 50% of the Sale Shares Consideration shall, at the election
of the Sellers (which includes the Company), be split between
Afrimat shares 30-day VWAP at which the Afrimat shares traded on
the JSE Limited on the relevant Effective Date and cash (the
Sellers have to make this election on the relevant Effective
Date).
The remaining suspensive conditions of the Glenover Acquisition
include approval from the South African Department of Mineral
Resources and Energy ("DMRE") in terms of section 11 of the South
African Mineral and Petroleum Resource Development Act No. 28 of
2000 and South African Competition Commission approval for the
Acquisition.
In the event that either or both the suspensive conditions are
not fulfilled by 31 July 2023, interest of the South African
Reserve Bank at prime rate less 2% will be payable on the remaining
purchase consideration of ZAR300 million from 1 August 2023 until
the suspensive conditions are fulfilled or waived, as applicable,
prior to the longstop date of 30 April 2024.
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END
IR BKKBQDBDDNBN
(END) Dow Jones Newswires
December 30, 2022 06:46 ET (11:46 GMT)
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