TIDMGLR
RNS Number : 3266M
Galileo Resources PLC
07 May 2020
For immediate release
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
7 May 2020
Galileo Resources Plc
("Galileo" or "the Company")
Proposed Acquisition of Copper Exploration Assets in
Botswana
Highlights
-- Galileo agrees conditional Heads of Terms ("Heads") to
acquire 100% of Botswana- incorporated Crocus-Serv (Pty) Ltd
(Crocus) (the "Acquisition")
-- Crocus assets include 21 exploration prospecting licences
(PLs) totalling 14,875 square kilometres; 19 PLs in the in the
Kalahari Copper Belt (KCB) and 2 PLs in the Limpopo Mobile Belt
(LMB) in western and north eastern Botswana respectively
-- The Heads are conditional on, amongst other matters Galileo
completing satisfactory due diligence on Crocus and its assets, and
contains a 30-day exclusivity period for such conditions to be
satisfied
-- The consideration for the Acquisition comprises GBP163,020
of, in aggregate, 38,814,246 ordinary Galileo shares ("Share
Consideration") - deemed at share price of GBP0.0042)- and
GBP10,082 in cash
-- Exploration potential of the tenements predicated on the
favourable geological settings along and proximal to strike of the
Kalahari Copper and Limpopo Mobile Belts.
-- KCB is a key emerging trend in a stable and pro-mining jurisdiction . (a)
-- KCB includes several recent major copper discoveries and
development projects including Cupric Canyon Capital's Zone 5
project (JORC reported 92Mt @2.1% Cu and 22g/t Ag) (a) Banana Zone
(155Mt @0.85%Cu and 28g/t Ag) project (b) and ASX-listed Sandfire
Ltd's T3 project (34Mt @1.0%Cu and 13.2g/tAg) (c)
a www.khoemacau.com
b Virgo Resources Ltd Geology and Resource Estimate October
2019
c Sandfire ASX announcement 25 March 2019
Galileo is pleased to announce that it has entered into an
exclusive and binding conditional Heads of Agreement (HoA) with
Botswana-incorporated Crocus-Serv (Pty) Ltd ("Crocus") to acquire
100% of Crocus' issued share capital (the "Acquisition") for the
issue to Crocus of an aggregate 38,814,246 Galileo ordinary shares
(equivalent to GBP163,020 at a deemed price of GBP0.0042) and a
cash consideration of GBP10,828. Crocus assets include 21
exploration tenements in the prospective Kalahari Copper Belt
("KCB") and Limpopo Mobile Belt ("LMB") of Botswana, Southern
Africa.
This Acquisition is subject to due diligence and all necessary
regulatory approvals.
At the time of release of this announcement, the Company
directors are not aware of any material change in the current
Company's assets.
Colin Bird (CEO) said: "We are very pleased with this proposed
Acquisition. The Kalahari Copper Belt has been the site of recent
important large copper discoveries. The Licences include tenements
proximal to these discoveries and the initial prognosis for further
discovery is excellent. Relative to the average copper grade of
discoveries globally, this region has the potential to develop into
a major copper supplier. The Limpopo Mobile Belt tenements in
eastern Botswana are close to important nickel-copper discoveries
in the area and lie on a similar trend and strike to the historic
major BCL's Selebi Phikwe nickel-copper mine (2.5% nickel), which
operated from 1970 to 2008. The Licence package is extremely well
placed in a good geological jurisdiction and the propensity for
discovery is high. We look forward to commencing exploration in the
near future.
Material Terms of the Heads
Lock in
The Share Consideration will be subject to Orderly Market
trading and trading schedules as follows:
i) 25% (twenty-five per centum) of the Share Consideration will
be freely tradeable on Completion and Settlement;
ii) 50% (fifty per centum) 6 (six) months after Completion and
Settlement;
III) 25% (twenty-five per centum) - the balance- 9 (nine months
after Completion and Settlement; and
iv) CROCUS will make a first offer to GLR for the Share
Consideration under (i), (ii) and (iii) above, valid for 30
calendar days, after which CROCUS will be free to trade the
respective Share Consideration in Orderly Market manner
Net Smelter Revenue Royalty (NSR)
GLR agrees to grant the CROCUS Shareholders, a 1.5% (one point
five per centum) net smelter revenue royalty (NSR) subject to the
following performance milestone being achieved ("Achievement"):
(i) achievement of a Mineral Resource in accordance with the
JORC Code (2012 Edition) on CROCUS's tenements located in Botswana,
of at least 20Mt (twenty million tonnes) mineral combined across
all categories of Inferred, Indicated and Measured mineral, on any
Tenement or contiguous Tenements at a combined grade equal to or
greater than 1.20% (one point two per centum) copper (Cu)
equivalent at a cut-off grade of 0.50% (nought point five per
centum) Cu); and
(ii) GLR will have the right, at its election, to buy back the
NSR, in whole or in part and at any time for US $500,000 (five
hundred thousand dollars) per 0.5% (nought point five per centum)
NSR. For the avoidance of doubt, e.g. if GLR elects to buy back 1%
NSR, it will pay the CROCUS shareholders
US$1,000,000 in cash (i.e. 500,000 x1/0.5).
Schedule of Tenements ( Virgo Business Solutions is a wholly
owned subsidiary of Crocus)
Tenement Registered Holder (%) Date of 3-year Grant
PL no.
KALAHARI COPPER BELT
---------------------------------------- ---------------------
001/2018 Crocus-Serv Resources Pty Ltd (100) 1 January 2018
002/2018 Crocus-Serv Resources Pty Ltd (100) 1 January 2018
003/2018 Crocus-Serv Resources Pty Ltd (100) 1 January 2018
004/2018 Crocus-Serv Resources Pty Ltd (100) 1 January 2018
005/2018 Crocus-Serv Resources Pty Ltd (100) 1 January 2018
---------------------------------------- ---------------------
250/2018 Crocus-Serv Resources Pty Ltd (100) 1 October 2018
251/2018 Crocus-Serv Resources Pty Ltd (100) 1 October 2018
252/2018 Crocus-Serv Resources Pty Ltd (100) 1 October 2018
253/2018 Crocus-Serv Resources Pty Ltd (100) 1 October 2018
254/2018 Crocus-Serv Resources Pty Ltd (100) 1 October 2018
---------------------------------------- ---------------------
039/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
040/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
041/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
042/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
043/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
044/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
045/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
046/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
047/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
---------------------------------------- ---------------------
LIMPOPO MOBILE BELT
---------------------------------------- ---------------------
048/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
---------------------------------------- ---------------------
049/2018 Virgo Business Solutions Pty Ltd (100) 1 January 2018
---------------------------------------- ---------------------
Notes ( Abstracted from Geology and Resource Estimate report in
ASX-listed Virgo Resources Ltd Prospectus dated 12 October
2019)
Kalahari Copper Belt
Geological Setting
Botswana contains parts of the Angolan, Zimbabwe and Kaapvaal
Archaean cratons as well as parts of Archaean to Upper Proterozoic
mobile belts.
The Kalahari Copper Belt, approximately 1,000 km long by up to
250 km wide, is a NE-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 that have been folded, faulted and
metamorphosed to greenschist facies
Crocus holds 19 PL's in the Kalahari Copperbelt; these PL's were
owned by ASX-listed Virgo Resources Ltd and are included within its
Prospectus dated 12 October 2019. Since that date no further
exploration work has been undertaken on the PL's. Two of the 19
Kalahari Copperbelt licenses formed part of previous explorers (MOD
Resources and Discovery Metals / Cupric Canyon) license packages
i.e.
-- PL 250/2018 - Discovery Metals / Cupric Canyon
-- PL 251/2018 - Discovery Metals / Cupric Canyon and MOD Resources
Known previous exploration on the license areas.
Period Company Work completed Data Available
Unknown MOD Resources Geophysics / Soil geochem (in map format only)
-------------- -------------------------- ---------------------
Unknown Cupric Canyon Geophysics (in map format only)
-------------- -------------------------- ---------------------
The Kalahari Copper Belt is relatively well exposed in western
and central Namibia, while in eastern Namibia and most of Botswana
the belt is covered by the Cenozoic Kalahari sands. The sand cover
impacts general surface geological mapping and geochemistry and
most information is obtained from geophysical surveys and
drilling.
While stratigraphic mapping is regarded as difficult in areas of
no outcrop, the Kalahari Copper Belt has been investigated in
detail by a number of companies over the last few decades, which
has resulted in the stratigraphic placement of these copper-silver
prospects. Larger prospects have been identified by:
-- Discovery Metals Ltd (acquired by Cupric Canyon Capital)
-- Cupric Canyon Capital
-- ASX listed MOD Resources Ltd (acquired by Sandfire Resources)
Copper Mineralisation
The lowermost coarsening-upward assemblage at the base of the
D'Kar Formation (on the contact with lower Ngwako Pan Formation)
hosts copper sulphide minerals and is informally referred to as the
ore zone package.
The ore zone package consists of green to grey mudstone and
siltstone with minor marlstone and sandstone. The package varies in
thickness with the greatest thicknesses reported from the northern
part of the Belt where it ranges from 20 to >100 m. At Cupric
Canyon's Plutus Prospect (JORC compliant 82 Mt @ 1.3 % Cu and 13
g/t Ag), the ore zone package displays variable thicknesses along
strike from 130 meters thick in the southwest to roughly 80 meters
thick in the northeast. To the northeast, the ore zone package
thickens to approximately 50 meters, is dominated by mudstone, and
grades upwards to mudstone intercalated with minor siltstone,
limestone, and sandstone.
Limpopo Mobile Belt
The project in the Limpopo Mobile Belt (LMB) comprises 2
pprospecting licenses (located within north eastern Botswana on the
border with Zimbabwe. The project has been investigated
historically with multiple methods of exploring for Volcanic
Massive Sulphide mineralisation.
-- Geophysical surveys - airborne magnetic, electro-magnetic and IP (induced
polarisation)
-- Geological mapping and surface geochemistry (soil sampling)
-- 871 m of RC drilling from 9 drill holes and unknown meters from 4 diamond drill holes
The LMB project has exceptional additional exploration potential
based upon, amongst other things, the setting of the licenses along
the prospective North Limpopo Thrust Zone, as well as historical
work completed by numerous groups (i.e. previously ASX listed
Botswana Metals Ltd), who proved the presence of copper
mineralisation in the area. This provides significant potential for
further exploration.
Geological
Regional Setting
The Limpopo Mobile Belt of southern Africa is an extensive
strongly deformed and high metamorphic grade terrane that can be
subdivided into three lithologically and structurally distinct
zones in southern Zimbabwe, eastern Botswana and northern South
Africa. Each zone is separated from another by shear zones. For
example, the Northern Marginal Zone (NMZ) is separated from the
Zimbabwe Craton (ZC) by a southward dipping ductile shear zone
known as the North Limpopo Thrust Zone (NLTZ) extending from the NE
to the SW through the Limpopo licenses
The Limpopo Mobile Belt licenses lie on strike along the
prospective Magogaphate shear zone (an extension of the North
Limpopo Thrust Zone - NLTZ) , which also hosts the Botswana Metals
Ltd Copper - Nickel massive sulphide mineralisation .
Extensive work was previously carried out, (amongst others Roan
Selection Trust, Falconbridge and previously ASX-listed Botwana
Metals Ltd now Six Sigma Metals Ltd ) in the regional area over the
past more than 50 years include geophysical surveys, soil sampling,
mapping, trenching, drilling and underground exploration by shafts
and drives. Work carried out on the in the 2 Limpopo Licence area
are restricted to geophysical surveys.
Technical Sign-Off
Andrew Sarosi, Technical Director of Galileo, holds a B.Sc.
Metallurgy and M.Sc. Engineering, University of Witwatersrand and
is a member of The Institute of Materials, Minerals and Mining. He
is a 'qualified person' as defined under the AIM Rules for
Companies and a competent person under the reporting standards. The
technical parts of this announcement have been prepared under
Andrew Sarosi's supervision and he has approved the release of this
announcement.
You can also follow Galileo on Twitter: @GalileoResource
For further information, please contact: Galileo Resources
PLC
Colin Bird, Chairman Tel +44 (0) 20 7581
Andrew Sarosi, Executive Director 4477
Tel +44 (0) 1752 221937
Beaumont Cornish Limited - Nomad Tel +44 (0) 20 7628
Roland Cornish/James Biddle 3396
--------------------------
Novum Securities Limited - Joint
Broker
Colin Rowbury /Jon Belliss +44 (0) 20 7399 9400
--------------------------
Shard Capital Partners LLP - Tel +44 (0) 20 7186
J oint Broker 9952
Damon Heath
--------------------------
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END
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