GLR Galileo Resources Plc

 
TIDMGLR 
 
4 July 2012 
 
                            Galileo Resources Plc 
 
                         ("Galileo" or the "Company") 
 
                   Galileo Share Placing and Share Exchange 
 
The Board of Galileo Resources Plc ("Galileo"), the AIM-quoted emerging African 
Rare Earth exploration company, is pleased to announce that the Company has 
entered into a Share Exchange Agreement (the "Exchange Agreement") with 
prospective AIM-quoted Praetorian Resources Limited ("Praetorian") and a 
subscription agreement with Praetorian for a placing of 2.5 million Galileo 
ordinary shares for cash ("Subscription Agreement"). 
 
Highlights of Exchange and Subscription Agreements include: 
 
  * Galileo agrees to exchange five million of its ordinary shares of GBP0.05 
    each at a strike price of GBP0.40 ("Exchange Shares") for four million 
    Praetorian ordinary shares of nil par value which are expected to represent 
    9.98% of Praetorian's issued share capital on Admission (falling to 8.57% 
    on admission of a further 6,566,020 Praetorian ordinary shares that are 
    conditional on shareholder consents) (with Subscription Shares of nil par 
    value attached on 1 for 2 basis) at a price GBP0.50 ("Share Exchange"). 
 
  * Praetorian agrees to subscribe, for cash, for 2.5 million Galileo ordinary 
    shares of par value GBP0.05 at GBP0.40 to raise GBP1 million (the "Issue"). 
 
The issue of Galileo Exchange Shares is conditional, inter alia, on the 
`Admission of the entire issued and to be issued Ordinary Shares and 
Subscription Shares of Praetorian to trading on AIM becoming effective in 
accordance with the AIM rules ("Admission"). The Company expects this to be 
around 9 July 2012. 
 
The new Galileo ordinary shares are expected to be admitted to AIM on 10 July 
2012. On the issue to Praetorian of the aggregate 7,500,000 new Galileo 
ordinary shares in respect of the above Agreements, the Company's issued share 
capital will be 83,057,183 and Praetorian's shareholding in the Company will be 
9.03%. 
 
The Share Exchange and the Issue will provide Galileo with an aggregate of GBP3 
million of additional cash and marketable securities to provide additional 
working capital for the development of the Company's Glenover Rare Earth 
Project ("Glenover"). 
 
Praetorian is a newly formed natural resource focused investment holding 
company incorporated in Guernsey. The company's investment strategy is focused 
on investing in mining and energy stocks with depressed valuations arising, 
inter alia, during cyclic economic downturns. By arranging share exchanges the 
intent is to provide its investee companies with an additional means of raising 
capital in current market conditions. Praetorian is expected, on admission of 
its shares to AIM, to have GBP5.5 million in cash and to have made investments 
in resource companies totalling GBP17.3 million. 
 
Praetorian's admission document will be available at www.praetorian.com. 
 
Colin Bird, Chairman and Chief Executive Officer of Galileo Resources, 
commented: "We are pleased that Praetorian, a new resource focused investment 
holding company has selected Galileo as part of its core of investments. The 
Praetorian management comprises industry specialists both in corporate finance 
and resource stock selection. We are pleased to take part in this placing in 
Praetorian with the firm belief in Praetorian's underlying investment model." 
 
Details of the Subscription Shares include: 
 
The holder of Praetorian Subscription Shares of no par value will have the 
right, inter alia, to convert into Praetorian ordinary shares of nil par value 
on the basis of one Praetorian ordinary share for every one Subscription Share 
held, at the price of GBP0.70 per ordinary share, payable in full on 
subscription. The expiry date for conversion is the last business day in July 
2015. 
 
On Admission, the Subscription Shares will become fully detached from the 
Ordinary Shares and trade separately on AIM. 
 
The Subscription Shareholder will not be entitled to any right of participation 
in the profits of Praetorian. 
 
A copy of this announcement will be available on the Company's website 
www.galileoresources.com 
 
For further information, please contact: 
 
Colin Bird                                              Tel +44 (0)20 7581 4477 
Chairman & CEO 
 
Andrew Sarosi                                           Tel +44 (0) 1752 221937 
Technical Director 
 
Beaumont Cornish Limited,                               Tel +44 (0)20 7628 3396 
Nominated Advisor and Broker 
Roland Cornish/James Biddle 
 
Shore Capital Stockbrokers Limited                      Tel +44 (0)20 7408 4090 
Joint Broker 
Jerry Keen/Toby Gibbs 
 
Bishopsgate Communications                              Tel +44 (0)20 7562 3350 
Nick Rome 
 
 
 
END 
 

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