Galileo Resourc Regulatory News (GLR)

2 September 2013

Galileo Resources PLC

("Galileo" or "the Company" or "the Group")

Audited results for the year ended 31 March 2013

Notice of AGM

Galileo, (AIM:GLR) the emerging African Rare Earth/Phosphate exploration company, announces its audited results for the year ended 31 March 2013.

HIGHLIGHTS

Glenover Rare Earth Project, South Africa

· Preliminary Economic Assessment (PEA) delivered very encouraging results in March 2013:

§ 34.5% internal rate of return (IRR) against a capital expenditure of US$ 233 million, providing a net present value (NPV) of some US$ 783 million at a discount rate of 5%

§ Results have focused management's strategy to develop the high-grade REE / Phosphate breccia and stockpile resources

· Project proving to be resilient to lower REE prices and benefits from potentially significant phosphate production

· Rare Earth processing testwork and optimisation commissioned in Germany and China.

Nkomba Hill Project, Zambia

· Due diligence report finalised in January 2013 confirmed that the Nkombwa Hill ("Nkombwa") prospecting license is in good standing and unencumbered, thereby concluding the acquisition

· Board subsequently approved and issued 5.25 million ordinary shares to Rare Earth International ('REI')

· Focus is now to advance the project to resource level in the shortest possible time to earn in the Group its 50% interest in the project

· Post year end, the Company commenced preparation for a drilling programme

Colin Bird, Chairman of Galileo commented: "I am pleased to report that the Company has made good progress in the past year with the development of its Glenover rare earth project joint venture. Notwithstanding the broader impact of market conditions, the Glenover project is proving itself to be resilient to lower REE prices, and also has the benefit of a potentially significant phosphate production, which would provide a strategic edge in the event of a fall in REE prices. The outlook for phosphate appears strong in the mid-term and our position in Africa could well benefit from the project's phosphate contribution. We look forward to updating shareholder as we advance with both the Glenover and Nkombwa Hill projects in the coming months."

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1. Chairman's report

I am pleased to report that the Company has made good progress in the past year with the development of its Glenover Rare Earth Project joint venture ("Glenover" or "the Project"). Overall, emerging rare earths projects face challenges that they are unable to overcome and often do not manage to achieve the important milestones we have delivered on to date. The obstacles are often due to low grade, poor infrastructure, processing complexity, environmental issues and deposit size; the latter being a common problem since rare earths (RE) are abundant, but difficult to find in parcels large enough to justify the development of a mine.

In March of this year, we announced the results of our preliminary economic assessment (PEA) which provided the Company with very encouraging results. The project returned a PEA with a 34.5% internal rate of return (IRR) against a capital expenditure of US$ 233 million, providing a net present value (NPV) of some US$ 783 million at a discount rate of 5%. A more detailed report on the works around the PEA is contained in the operations report.

Rare Earth Element (REE) prices have declined during the period under review, but not excessively as has been experienced with other commodities. The lower prices have been impacted due to the poor global economic conditions we are experiencing. The three months preceding this report have shown signs of the start of a robust recovery in the US, signs of slowdown in China and more recently some confidence re- emerging in Europe. We are confident, that the improved global economic conditions will result in an increasingly buoyant REE market for the coming years.

Notwithstanding the broader impact of market conditions, the Glenover project in South Africa is proving itself to be resilient to lower REE prices, and also has the benefit of a potentially significant phosphate production, which would provide a strategic edge in the event of a fall in REE prices. The outlook for phosphate appears strong in the mid-term and our position in Africa could well benefit from the project's phosphate contribution.

The Glenover board is currently investigating siting the project close to industrial port facilities on the east coast of South Africa, in order to benefit from the logistics of importing its process reagents and exporting its products to serve the emerging African market from a well-chosen strategic position.

The project is fortunate in having a good mix of the more critical REEs and, compared to its peer Group, has advanced significantly to a point where it can define the next phase of the strategy and advance the project to full feasibility study in a relatively short time. To this end, work is currently being carried out both in Germany and China to optimise the project fundamentals. This work takes the project beyond PEA and into the confines of a pre-feasibility study (PFS).

During the year, we carried out limited preparatory ground works, in anticipation of drilling, at the Nkombwa Hill project in Zambia. In addition, we advised Rare Earth International (REI) that we do not wish to continue with the Galineiro project in Spain and the Xiluvo project in Mozambique.

Irrespective of which commodity junior mining companies are engaged in, the availability of on-going financing presents a challenge. The Rare Earth space is particularly limited by the challenging fundamentals of the market, and the investment community waiting to see results from the small number of recently established rare earth operations. The financing constraints are common throughout smaller companies, and are not limited to the resource sector. We are currently in the midst of a global stock market "bull run", and my previous experience has shown that during such times investors start looking for value at the smaller Company level. Unfortunately, this has not yet happened to any measurable extent but we are confident that it will. We remain very confident, that the Glenover project is technically exceptional and financeable in the short-term.

Headline loss per ordinary share was 1.6 (2012: loss of 3.9) pence per share, which loss excludes a downward fair value adjustment to the Company's investment in Praetorian of £500 000 made at year end. The Group managed to contain corporate overheads during the period under review and all project related costs incurred during the period under review have been capitalised against the relevantprojects.

I would like to thank my fellow directors and management for their excellent efforts during the year under review, in advancing our Company to a new level of confidence for our shareholders, and look forward to updating you as we progress the Glenover project. 

Colin Bird

Chairman

2. Preliminary Economic Assessment (PEA) - Highlights

· SAMREC-code compliant resource statement for the Glenover project ("Project") delineates an indicated 7.04 million tonnes of apatite-hematite breccia (Breccia) assaying 2.13% TREO (total rare earth oxides) in an open pit and a further inferred 2 million tonnes assaying 1.94 % TREO in of similar Breccia on stockpiles on surface

· Metallurgical testwork on stockpile samples demonstrated amenability to hydrometallurgical processing to produce high grade >99% mixed REOs (rare earth oxides) product ("REO Product") at projected 80% REO recovery

· Preliminary Economic Assessment (PEA) of Project based on recovery, only of the REO component of the Breccia, demonstrated very positive valuation metrics

· PEA demonstrated Net Present Values ("NPV") of US$783 million and US$512 million at discounted rates respectively of 5% and 8% and a Project internal rate of return (IRR) of 34% using a discounted basket price of US$40/kg mixed REOa

· PEA is based on REO production of 167 100 tonnes of REO Product over 24-year life-of-mine (LOM) on the current Breccia component of the resource estimate

· PEA highlights potential for phosphate and by-product niobium and scandium

· Projected initial capital investment US$233 million, including a contingency of US$34 million, but excluding $57 million for deferred and sustaining capital

· Production from 2.7 million tonnes of stockpiles projected at 400 000 t per year in initial 7-year operation

· Open-pit-mine ore production from 7.1 million tonnes resource projected at 400,000 tonnes per year from year 8

· Waste to ore mine stripping ratio of 2.1 to 1 from year 8

a The REO basket price is calculated as the weighted average of the individual REO prices based on estimated future (2015) prices at the relative proportions in which the REOs occur within the Project deposit. No value was assigned for oxides of the five rare earth elements: Holmium, Erbium, Terbium, Ytterbium and Lutetium; these REOs have limited niche applications and would not form part of a standard off-take agreement. Based on

preliminary assessment of market conditions prevailing at the time of the PEA and a process of benchmarking other similar projects producing similar high-grade mixed REO product,

a discount factor of 35 % has been applied to the basket price used in the PEA. This factor reflects the effective loss in value, to off-takers, of generally around 35% of the contained mixed REOs, in further refining of the mixed product to produce oxides of the individual rare earth elements.

3. Nkombwa Hill Project

After year end, the Company commenced construction of a road to access the drill targets at the crest of Nkombwa Hill and the sinking of a borehole to supply water for drilling.

4. Annual Financial Statements

Statement of Directors' Responsibilities for the year ended 31 March 2013

Ø The directors are required in terms of the Companies Act 2006 to maintain adequate accounting records and are responsible for the content and integrity of the consolidated annual financial statements and related financial information included in this report. It is their responsibility to ensure that the consolidated annual financial statements fairly present the state of affairs of the Group as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with the applicable UK laws.

Ø The consolidated annual financial statements are prepared in accordance with International Financial reporting standards (IFRS) and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the Group and all employees are required to maintain the highest ethical standards in ensuring the Group's business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the Group is on identifying, assessing, managing and monitoring all known forms of risk across the Group. While operating risk cannot be fully eliminated, the Group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

Ø The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the consolidated annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.

Ø The going concern basis has been adopted in preparing the consolidated annual financial statements. The directors 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 annual financial statements support the viability of the company. the directors have 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 and they are satisfied that the Group has, or has access to, adequate resources to continue in operational existence for the foreseeable future.

Colin Bird Chairman and Chief Executive Officer

Andrew Francis Sarosi Finance & Technical Director

J Richard Wollenberg Non-Executive director

Christopher Molefe  Non-Executive Director

Notes to the Financial Statements

1. Basis of preparation

The consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards, IFRIC interpretations issued by the International Accounting Standards Board and the Companies Act 2006. The consolidated annual financial statements have been prepared on the historical cost basis, except for certain financial instruments at fair value and incorporate the principal accounting policies of the Group. Cost is based on the fair values of the consideration given in exchange for assets and they are presented in Pound Sterling. The accounting policies applied are consistent with those of the previous period.

The comparative figures for the financial year ended 31 March 2013 are not the Company's statutory accounts for that financial year but the consolidated accounts. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not give any reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006, relating to the accounting records of the company.

2. Basis of consolidation

The consolidated annual financial statements incorporate the annual financial statements of the Company and all entities, 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 so as 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.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest.

3. Segmental analysis

All investments in subsidiaries and associates that were operational at year end, operate in one geographical location being South Africa, and are organised into one business unit from which the Group's expenses are incurred and future revenues are expected to be earned, being for 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.

Business segments

The Group's business is the exploration and development of rare earths, aggregates and potentially Iron ore and Manganese.

Geographical segments

An analysis of the loss on ordinary activities before taxation and net assets is given below:

4. Taxation

Major components of the tax expense

Reconciliation of the tax expense

Reconciliation between accounting profit and tax expense:

Accounting loss (1 839 828) (1 835 935) (1 009 513) (1 702 765)

Tax at the applicable tax rate of

20% (2012: 20%) (367 966) (367 187) (201 903) (340 553)

Tax effect of adjustments on taxable income:

Expenses not allowed for tax purposes 4 013 199 382 199 382 199 382

Subsidiaries operating in other tax

jurisdictions 166 063 26 634 26 634 -

Tax losses carried forward 197 890 141 171 141 171 141 171

- - - -

No provision has been made for 2013 tax as the Group has no taxable income. The estimated tax loss available for set off against future taxable income is £ 974 428 (2012: £ 455 261). The Group has not reflected a deferred tax asset in respect of the losses carried forward as the Group is not expected to generate taxable profits in the foreseeable future.

5. Earnings per share

Basic earnings per share is determined by dividing profit or loss attributable to the ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Basic and diluted loss of 2.2 (2012: loss of 3.9) pence per share was calculated on a loss of £1 839 828 (2012: £1 835 935) and a weighted average number of ordinary shares of 84 049 649 (2012: 47 111 047).

Headline loss per ordinary share reported was 1.6 (2012: loss of 3.9) pence per share, which loss excludes a downward fair value adjustment to the Company's investment in Praetorian Resources Ltd ("Praetorian") of £500 000.

6. Intangible assets

Galileo's key asset is the Glenover Rare Earth Project, held through its shareholding in Glenover Phosphate (Pty) Limited ("Glenover"), which is a joint venture with Fer-Min-ore (Pty) Limited. The Project is Black Economic Empowered ("Bee") through a 26% ownership by Galagen (Pty) Limited in Glenover.

The intangible asset of £8.3 million represents the value attached to assets identified in a subsidiary of Skiptons Global Investment Limited (BVI) a wholly owned subsidiary of Galileo, namely Glenover, situated in South Africa.Glenover Phosphate Pty ("Glenover") is a joint venture company which is currently evaluating a Rare Earth/Phosphate project in South Africa.

The carrying amount of the exploration and evaluation asset identified, on acquisition as part of the purchase price allocation, is treated as assets of Glenover. The Rand amount attached to the exploration and evaluation asset on acquisition was ZAR116.8 million. The asset must be expressed in the functional currency of the foreign operation and is translated at the closing rate at the end of each reporting period. As at 31 March 2013 this amount represented £8.3 million. The translation difference of £1.9 million was allocated to a foreign currency translation reserve through other comprehensive income. This reserve forms part of equity.

7. Investment in joint venture

In terms of a funding agreement with Glenover, Galileo shall subscribe for 395 510 Glenover shares at an issue price of US$13.1 by 3 January 2014. The time line for the funding may be extended by mutual agreement between the parties. Up to 31 March 2013 Galileo has invested a total of US$3.73 million resulting in an effective interest in the project of 29, 71%. Galileo's portion of the loss in the joint venture for the period under review amounted to £113 039 (2012: £29 300).

8. Other financial assets

Group

9. Issue of ordinary shares

In July 2012 the Company entered into a Share Exchange Agreement with AIM-quoted Praetorian and a subscription agreement with Praetorian for a placing of 2.5 million Galileo ordinary shares for £1 million cash, in terms of which Galileo agreed to exchange 5 million of its ordinary shares of 5 pence each at a strike price of 40 pence for 4 million Praetorian ordinary shares of nil par value with Subscription Shares of nil par value attached on a 1 for 2 basis at a price of 50 pence.

10. Share based payments

By option certificates dated 1 September 2011, each of the following directors, key management and advisors were granted options to subscribe at a price of 23 pence per share for a number of ordinary shares of 5 pence each:

No charge has been recognised in the Statement of Comprehensive Income for the period under review, as the options vested on Admission to trading on AIM on 26 September 2011.

11. Availability of the Annual Report

This information has been extracted from the Company's Audited Annual Report for the year ended 31 March 2013, copies of which will be mailed to shareholders on 2 September 2013 and a copy will also be available to shareholders and members of the public in hard copy and free of charge, from the Company's London office at 4th floor 2 Cromwell Place, London SW7 2JE, United Kingdom. Alternatively a downloadable version will be available from 2 September 2013 from Company's website: www.galileoresources.com.

12. Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Galileo will be held at the Rembrandt Hotel, 11 Thurloe Place, Knightsbridge, London SW7 2RS, on 30 September 2013 at 11:00 a.m.