Galileo Resources PLC Placing and Notice of GM (4549O)
01 Giugno 2020 - 8:00AM
UK Regulatory
TIDMGLR
RNS Number : 4549O
Galileo Resources PLC
01 June 2020
Galileo Resources PLC 1 June 2020
Galileo Resources Plc
("Galileo" or "the Company")
Placing and
Notice of General Meeting
Galileo Resources Plc is pleased to announce that the Company
has agreed in conjunction with its brokers, a placing with
institutional and retail investors ("the Placees") of 112,500,000
ordinary shares of 0.1p each ("Placing Shares") at a price of 0.80p
("Placing Price") per Placing Share to raise GBP900,000 before
expenses ("Placing"). The Placing consists of 54,562,500 new
Ordinary Shares ("Firm Placing Shares") to be allotted and issued
immediately ("Firm Placing") and 57,937,500 new Ordinary Shares
("Conditional Placing Shares") to be allotted and issued subject to
shareholder approval ("Conditional Placing") at a general meeting
("General Meeting"). The Placing Price is at a discount of
approximately 14% compared to the closing mid-market price of 0.93p
on Friday 29 May 2020.
The Company intends to use the proceeds of the Placing for
general working capital towards exploration on its newly acquired
copper-nickel-platinum group metals licences in the Kalahari Copper
Belt of Botswana (the Kalahari Licences) and progressing its Star
Zinc and Kashitu projects (the Projects) in Zambia, including, for
the former, an application and related environmental activities for
a small-scale mining permit.
Colin Bird CEO says: " This equity placing will allow the
Company to complete its various applications for its Star Zinc
project, commence exploration at Kashitu and initiate an aggressive
programme of exploration for its highly prospective new acquisition
in the Kalahari copper belt. We look forward to progressing with
the aforementioned works and keeping the market informed on our
progress on a regular basis."
Pursuant to the Placing, each Placee will also be issued one
warrant for every two Placing Shares to subscribe ("Placing
Warrants") for Ordinary Shares at an exercise price of 1.25p per
share. In connection with the Placing, the Company has also issued
5,625,000 warrants to its brokers ("Broker Warrants"), to subscribe
for Ordinary Shares at the Placing Price. The Warrants and the
Broker Warrants will also be issued subject to shareholder
approval. The Warrants and the Broker Warrants may be exercised at
any time in the period expiring on the 18-month anniversary of the
date of admission of the Firm Placing Shares and the date of
admission of the Conditional Placing Shares.
The issue of the Firm Placing Shares will use up entirely the
authority given to the Directors' authority to issue Ordinary
Shares. Therefore, in order to issue: the Conditional Placing
Shares; the Warrants to be issued in connection with the Firm
Placing and the Conditional Placing; and the Broker Warrants, the
Directors are convening a general meeting of shareholders in order
to pass resolutions to give them the authority to do so.
As the issue of the Firm Placing Shares will use up entirely the
authority given to the Directors' authority to issue Ordinary
Shares given at the 2019 AGM, the Directors require the authority
of Shareholders in order to have the flexibility to allot further
Ordinary Shares in the future should they consider it to be in the
best interests of the Company to do so. Accordingly, a resolution
will be tabled to authorise the Directors to allot further new
Ordinary Shares or grant rights to subscribe for or convert any
securities into Ordinary Shares up to an aggregate nominal amount
of GBP 114,911 (equivalent to 114,911,429 Ordinary Shares) and can
be used for any purpose that the Directors consider to be in the
best interests of Shareholders. This authority, if granted, will be
in addition to any authority to allot new Ordinary Shares granted
to the Directors pursuant to the Placing. This authority will
expire on the earlier of the conclusion of the 2020 annual general
meeting of the Company or 30 September 2020.
The Firm Placing Shares will, when issued, rank pari passu in
all respects with the existing Ordinary Shares. Application will be
made for Admission of the Firm Placing Shares, which is expected to
take place on or around 12 June 2020. Following the issue of the
Firm Placing Shares, the Company's issued share capital will be
708,138,693 Ordinary Shares with voting rights. Shareholders in the
Company may use these figures as the denominator for the
calculation, by which they would determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure and Transparency Rules.
Notice of General Meeting
Notice is hereby given that the General Meeting will be held on
Thursday 18 June 2020 at 11am UK time to give shareholders the
opportunity to consider and approve, the resolutions required to
give the Directors the authority to issue the Conditional Placing
Shares, the Warrants, the Broker Warrants and a further authority
to allot new Ordinary Shares or grant rights to subscribe for or
convert any securities into Ordinary Shares up to an aggregate
nominal amount of GBP 114,911 (equivalent to 114,911,429 Ordinary
Shares) and to allow for the disapplication of the Statutory
Pre-Emption Rights in regard to the above authorities to allot and
issue Ordinary Shares.
The Conditional Placing Shares will, when issued, rank pari
passu in all respects with the existing Ordinary Shares. Following
the issue of the Conditional Placing Shares, the Company's issued
share capital will be 766,076,193 Ordinary Shares with voting
rights. Application will be made for Admission of the Conditional
Placing Shares, which is expected to take place following
shareholder approval at the General Meeting.
The Notice of General Meeting will be posted to shareholders and
available on the Company's website from Tuesday 2 June 2020 at
www.galileoresources.com
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014. 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 Tel +44 (0) 20 7399
Broker 9400
Colin Rowbury/Jon Belliss
Shard Capital Partners LLP - Joint Tel +44 (0) 207
Broker 186 9952
Damon Heath
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END
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