Galileo Resourc Regulatory News (GLR)

29 September 2023

Galileo Resources Plc

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

Audited Results for the year ended 31 March 2023 and Notice of Annual General Meeting

Galileo (AIM: GLR), the exploration and development mining company, announces its audited results for the year ended 31 March 2023.

Highlights for the period under review

· In April 2022, the company announced the commencement of exploration on the newly acquired Kamativi lithium and Bulawayo gold projects in Zimbabwe, which are the subject of a $1.5 million earn-in agreement with BC Ventures, announced on the 7 March 2022.

· On 4 August 2022 the company announced their intention to start a 3,000m drilling programme at the Luansobe project.

· In August 2022, the company reported that several gold and nickel targets had been identified based on interpretation of the recent high quality Xcalibur Airborne Geophysics (Pty)Ltd aeromagnetic and radiometric survey flown over the Bulawayo gold project.

· In October 2022 the company announced that it has satisfied conditions to acquire an initial 29% shareholding in BC Ventures Limited, with the option to increase to 51% interest through the company spending $1.5 million on exploration expenditure by the 21 January 2024.

· On 20 October 2022 the company announced that Afrimat Limited had given notice to Glenover Phosphate Proprietary Limited, in which Galileo has a 30.7% direct and 4.99% indirect investment held via Galagen Proprietary Limited, to acquire 100% of the shares in Glenover for consideration ZAR300 million (the "Glenover Acquisition").

· On 23 November 2022 the company reported the completion of drilling at the Luansobe project. A total of 28 vertical diamond holes were drilled for 3,564 of drilling. Best results included a 23.7m intercept at 2.63% Cu from 85.3m in hole LUDD013, and the company announced their intention to engage external independent consultants Addison Mining Services to complete a JORC (2012) compliant resource.

· Issuance of 1,000,000 options were reported in November 2022 to a consultant of the company at an exercise price of 2.25 pence per share, vesting immediately.

· In November 2022 a number of new gold and nickel targets were reported on the Bulawayo project following a period of intense surface exploration.

· In December 2022 the company reported that surface exploration work on the Kamativi lithium project in southwest Zimbabwe had defined four target zones with potential for pegmatite-hosted lithium, tin and tantalum.

· In January 2023, the company announced the full assay results for the nine diamond drill holes completed on the Shinganda project. A total of 1,227 meters were drilled, confirming a supergene copper-gold mineralised gossan zone containing malachite, chalcocite, native copper and associated gold mineralisation. Best intercepts included;

o  50.3 at 1.54% Cu and 0.30 g/t Au from 21m in hole SHDD002

o  43.7m at 1.01% Cu and 0.18 g/t Au from 7.3m in hole SHDD004

· In early February 2023, further potential was announced at Shinganda with the company reporting on encouraging surface grab and soil sampling, with target zones returning up to 33.9 g/t Au in grab sampling

· On 9 February 2023 the company announced an initial JORC (2012) Inferred Mineral Resource Estimate for the Luansobe copper project in Zambia, including;

o  approximately 5.8 million tonnes gross at 1% Cu above a cut-off grade of 0.25% total Cu for 56,000 tonnes of contained Cu, potentially amenable to open pit mining

o  approximately 6.3 million tonnes gross at 1.5% total Cu above a cut-off grade of 1% total Cu for 97,000 tonnes of contained Cu, potentially amenable to underground mining

· On the 9 February 2023, the company announced additional potential at the Luansobe project, including a 3 to 7 million tonne gross exploration target with grades in the region of 1% to 1.5% total Cu, at depths between 100m and 300m, in an underexplored area of the licence.

· In March 2023, the company reported on the Bulawayo Gold project, that wide-spaced soil traverses along the Bembeshi Trend had delineated a 1.5km long gold anomaly, with individual soil samples returning analytical values of up to 1,458ppb Au. At the Queen's West target, a ground magnetic survey identified seven priority targets, with a number under-going continued ground exploration works.

· In July 2022, the Company announced that options to subscribe for 39,000,000 new ordinary shares of the Company were granted to the directors of the Company and key officers and employees at an exercise price of 1.35 pence per share.

· In August 2022, the Company announced that it had acquired 29% of BC Ventures for 50 million Galileo ordinary shares.

Highlights post the period under review

· In May 2023, the company announced plans to commence low detection mobile-metal-ion (Terra-LeachTM) soil sampling over critical contact zones across its three licences at the Kalahari Copper Belt project in Botswana. Additionally, it was announced that at no cost, the company will acquire the results of an airborne gravity survey jointly commissioned by Cobre Limited and Sandfire Resources, who hold neighbouring licences, on part of its licence PL253/2018. 

· In mid-June 2023, the company announced that drilling had commenced at the Kamativi lithium project, following the discovery of a substantial lithium-in-soil anomaly, which peaks at 1,000ppm Li and extends over a strike length of 3km. 

· In June 2023, the company provided an update and revised timetable regarding The Glenover Acquisition to Afrimat Limited. The amendment removes the requirement for the previous suspensive conditions to be met before the first two tranches of consideration are paid, setting a revised timetable, with the final payment made on 30 April 2024. 

· In June 2023, the company announced that they had exercised the option to enter into a joint venture agreement, and be a issued a 51% interest over the Shinganda Copper-Gold Project, following the expenditure of more than US$500,000 in direct exploration costs. This enabls Galileo the ability to increase its equity in the project to a percentage ranging from 65 to 85 per cent depending on the size of any future discovery.

· At the end of June 2023, the company announced the delineation of a number of elevated gold-in-soil targets at the Bulawayo gold project in Zimbabwe. The targets follow structural trends surrounding the historic Queen's Gold Mine, peaking at 2.1 g/t Au with associated elements.

· In August 2023, the company reported that their first hole drilled at Kamativi had been successful in intersecting significant lengths of lithium mineralisation in pegmatite rocks, with peak values including a 4m intersection of 1% Li2O from 35m downhole depth in drill hole KSDD001. Numerous additional pegmatite zones were intersected and await assay results.

· In September 2023, the company announced that it had entered in to an earn-in agreement with Cooperlemon Consultancy Limited for the exploration of copper on its licence 28001-HQ-LEL in Northwest Zambia. After the initial cash payment of US$230,000, Galileo will have the opportunity to earn a 65% interest in the joint venture via the commitment of a Phase One exploration expenditure of not less than US$750,000 over an initial 18-month period, and, issuance of 2,500,000 Galileo Resources plc shares at a price of 1.175 pence per share.

· In September 2023, the company reported several immediate drill targets had been delineated at Shinganda after a review and combination of historical geophysical surveys with its own had unlocked the structural framework of the property, highlighting a cluster of IP (Induced Polarisation) anomalies and a new splay fault close to the Shinganda prospect. Both target areas display elevated copper in soils.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Galileo will be held at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG on 08 November 2023 at 11:00 a.m.

A copy of this announcement is available on the Company's website www.galileoresources.com. along with a copy of the Annual Report and Notice of AGM, both of which are being posted to shareholders.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

You can also follow Galileo on Twitter: @GalileoResource.

Damon Heath Tel +44 (0) 20 7186 9952

I am pleased to report that the Company has enjoyed a very progressive and successful year with its projects across Zimbabwe, Zambia, and Botswana and a successful exit from our Glenover project in South Africa. 

In Zimbabwe the Agreement with BC Ventures, we acquired a 29% share of the company which we announced on the 10th of August 2022 and at the time of the report, we have expended in excess of the expenditure of USD1.5million required to acquire 51% interest in two Zimbabwean projects, thus entitling us to become an 80% shareholder in the BC Ventures company. We have made particularly good progress with the Zimbabwean based assets, in that we have identified a significant gold target nearby the Queen's Mine, close to Bulawayo.

In following up our airborne geophysical programme, we also identified a new nickel target and large tracts of ground with potential for gold mineralisation. We intend to follow up by test drilling the gold anomalies in 2023 and undertaking further ground geophysics to get a better understanding of the nickel prospect.

The Kamativi Lithium/Tin project of some 520km2 has presented us with the most exciting target in the BC Ventures acquisition portfolio. During the year under review, we carried out significant fieldwork and identified multiple anomalies which warranted a reconnaissance drilling programme. 

Post balance sheet, we commenced drilling and are currently on the 10th hole, with the first hole reporting viable grade lithium, with a short drilling interval reporting over 2% lithium oxide, which was a very pleasing result. We have elected to continue with this programme but have upgraded its status from reconnaissance to resource definition status i.e., we are looking for depth and strike extensions to build up a tonnes/grade profile for that particular area in the Kamativi concession.

In Zambia during the period, we carried out further drilling to establish the near-surface potential of the Luansobe Project, with particular emphasis on filling gaps in the data and establishing the amount of pre-strip required to commence an operation. We have established a minable resource, together with all the parameters necessary to commence an open pit operation with a mine life of 4-5 years, thereafter, progressing to an underground operation. 

Also, in Zambia our Shinganda Joint Venture Project is proving to be very exciting, since field work has found numerous indications of shallow copper/gold mineralisation. The area is also beginning to show all the indications of an IOCG deposit (Iron-Oxide-Copper-Gold), which academia has talked about in Zambia, without real solid evidence. We have built up significant potential strike as well as question marks against what lies below the intrusives. We intend to test both of these targets in the fourth quarter of this year, continuing into next year. We have completed our initial option period with Garbo Resource Solutions Ltd and are now agreeing our formal final joint venture relationship. 

In Zambia we are currently working on developing a local arrangement with artisan labour in the Kashitu area. Initially stripping high grade willemite (+/- 30% Zn). Thereafter, if the project is sustainable, we will look towards upgrade processing techniques to treat the +/-5% Zn material, if the quantity and zinc price support the decision.

In Botswana our Sandfire joint venture is progressing well, and the year under review has seen Sandfire bring in their T3 mining operation with current information suggesting that they are having a painless production ramp-up with their anticipated result. This is a credit to Sandfire's exploration and engineering prowess.

Sandfire is exploring a number of former Galileo licences in the Kalahari Belt, for which the Company has financial exit formulas in place, whilst we also have our own licences which we are actively working on. 

In South Africa the proceeds from the Afrimat deal were, post the period, renegotiated and we received half the consideration in shares during July 2023, with the balance to be received in cash before the end of April 2024.

The international copper price remains rangebound between USD7,500-USD8,500 per tonne, whilst the general forecast for 2024/2025 is USD9,000-USD11,000 per tonne, which is based as much on supply fundamentals as demand. The demand features are very easy to understand, but as yet the supply features are not. Simplistically, there are not enough projects in development and not too many large discoveries. In any event, the development of a large discovery, will take some 8-12 years to bring into production. It is my firm belief, often quoted, that copper is moving from being an important metal to a critical strategic metal and global major mining companies and governments are adjusting their mines to this fact.

Again, my opinion is that the Majors will have to lower the bar and seek discoveries or potential discoveries of 500,000 tonnes of contained copper instead of the current 2 million tonnes of contained copper. 

To this end, we are very pleased with our recent joint venture agreement, in Zambia in respect of a large exploration licence adjacent to the Angolan border, which we believe has the potential to host the Western Foreland terrain and Kamoa style mineralisation. The licence is extremely well positioned in this regard, and we look forward to commencing early exploration to test our and other third-party companies' postulations.

I would like to thank my fellow directors, management team and dedicated consultants for their support and excellent work for the period under review. I look forward to the coming year, realising one of our projects, any one of which could be transformational for the company and its shareholders.

Colin Bird

Chairman

CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 March 2023

These financial statements were approved by the directors and authorised for issue on 28 September 2023 and are signed on their behalf by:

Colin Bird Joel Silberstein

Company number: 05679987

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 March 2023

All operating expenses and operating losses relate to continuing activities.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 March 2023

(1) Foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

(2) Shares to be issued reserve comprises shares to be issued post year end arising out a contractual obligation that existed at year end.

(3) Merger reserve comprises the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange.

(4) Share based payment reserve comprises the fair value of an equity-settled share based payment.

(5) On 4 March Galileo entered into a Deed of Assignment with Cordoba and BC Ventures (the "Deed of Assignment") under which Cordoba has assigned all its rights and obligations under the Principal Agreement to Galileo for £150,000 which is being settled by the issue of 13 741 609 new ordinary Galileo Resources plc shares which will rank pari passu with existing Galileo Resources plc shares.

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 March 2023

Statement of Directors' Responsibilities for the year ended 31 March 2023

· 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.

· The consolidated annual financial statements are prepared in accordance with UK adopted international accounting standards 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 behavior are applied and managed within predetermined procedures and constraints.

· 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.

· 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

Joel Silberstein Finance director

Ed Slowey Technical director

J Richard Wollenberg Non-Executive director

Christopher Molefe Non-Executive Director

NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS

1. Basis of preparation

The consolidated annual financial statements have been prepared in accordance with UK-adopted International Accounting Standard 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 set out below. 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.

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. Financial review

The Group reported a loss of £1,466,530 (2022: earnings of £1,542,576) after taxation. Basic losses are 0.13 pence (2022: earnings of 0.15pence) per share.

4. 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:

Geographical segments

An analysis of total liabilities:

Geographical segments

An analysis of total assets:

5. Taxation

As announced on 16 September 2021, Galileo concluded the sale of 9 of its Company's Kalahari Copper Belt Licences to Sandfire Resources. As part of the transaction, during the previous financial year when the transaction was still subject to certain conditions precedent the Company recognised a deferred tax liability in the amount of £425,813. The transaction was completed during 2022 and the corresponding tax charge recognised in profit or loss.

The applicable tax rate is calculated with reference to the weighted average tax rate across the reporting jurisdictions for the period under review. The weighted average tax rate for the year under review was 19% (2022: 17.79%). No provision has been made for 2023 tax as the Group has no taxable income. The estimated Group tax losses available for set off against future taxable income is in excess of £5,000,000. 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.

6. Auditors' Report

The figures for the financial year ended 31 March 2023 are not the Company's statutory accounts for that financial year but are derived from those accounts.

The accounts for the financial year ended 31 March 2023, have been reported on by the Company's auditors and are to be delivered to the registrar of companies on or before the 30 September 2023. The report of the auditors is (i) unqualified, (ii) does not give any reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report, and (iii) does not contain a statement under sections 498 (2) or (3) of the Companies Act 2006, relating to the accounting records of the company.

The comparative figures for the financial year ended 31 March 2022 are not the Company's statutory accounts for that financial year but are derived from those 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.

7. Availability of the Annual Report

This information has been extracted from the Company's Audited Annual Report for the year ended 31 March 2023, copies of which were mailed to shareholders on 29 September 2023 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 1st Floor, 7/8 Kendrick Mews, London, SW7 3HD. Alternatively, a downloadable version will be available from 30 September 2023 from Company's website: www.galileoresources.com.