REG - Galileo Resources - Update on Afrimat Option to acquire Glenover

Galileo ResourcesAnnouncement

23/06/2023 07:00

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RNS Number : 6592D  Galileo Resources PLC  23 June 2023

23 June 2023

 

Galileo Resources Plc

("Galileo" or "the Company")

 

Update on Afrimat Option to acquire shares in Glenover

 

Galileo Resources plc ("Galileo "or the "Company") is pleased to inform
shareholders on progress in relation to JSE Listed Afrimat Limited's
("Afrimat") option to buy for ZAR300 million (approx. GBP12.8M) shares in and
shareholder loans ("Sale Claims") made to Glenover Phosphate Proprietary
Limited ("Glenover") ("Afrimat's Option") in which Galileo has a 30.70% direct
and 4.99% indirect investment held via Galagen Proprietary Limited ("Galagen")
(refer to announcements of 9 December 2021, 11 February 2022, 30 March 2022,
20 October 2022 and 22 March 2023).

 

The parties on 21 June 2023 have signed an addendum to the conditional sale of
shares and shareholders loan agreement between Afrimat, Glenover and the
shareholders of Glenover which gave rise to Afrimat's Option (the "Addendum")
which confirms that the Sale Claims and Share sale consideration will be
settled as below.

 

In summary, the amended terms remove the requirement for the previous
suspensive conditions to be met before the first two tranches of consideration
are paid and instead sets a revised timetable for the receipt of such amounts,
as detailed below, as well as amending the second tranche to be paid in cash.

 

 

 Payment Date                         Payments due                                                                    Conditions

 15 Business days after 21 June 2023  First tranche payment of ZAR150 million (approx. GBP6.4M) in respect of Sales   None
                                      Claims to be settled by the issue of Afrimat shares calculated on a 30-day
                                      volume weighted average price ("VWAP") on the payment date.

                                      Galileo's estimated portion will be approximately ZAR50 million (approx.
                                      GBP2.1M).

 30 April 2024                        Second tranche payment of ZAR147 million (approx. GBP6.3M) in respect of Sales  None
                                      Claims to be settled in cash.

                                      Galileo's estimated portion will be approximately ZAR49 million (approx.
                                      GBP2.1M).

 30 April 2024                        Cash consideration of ZAR3 million (approx. GBP128K) in respect of the          Fulfilment of suspensive conditions
                                      Glenover shares subject to the fulfilment of the suspensive conditions (Note

                                      1)

                                      Galileo's estimated portion will be approximately ZAR1 million (approx.
                                      GBP42K).

Note 1: The suspensive conditions applicable to the sale of Glenover shares
are:

 

i) the Approval in terms of section 11 of the Mineral and Petroleum Resources
Development Act No. 28 of 2002 ("MPRDA"); and

ii) the completion of the 30 June 2023 audited financial statements and
collation of all company documentation on or before 30 April 2024.

 

Colin Bird Chairman and CEO commented "We are very pleased with the amended
agreement regarding phase 2 of the Glenover/Afrimat transaction.  Afrimat is
a very proactive and progressive company and we are pleased to become
shareholders in that entity, and of course, look forward to the final cash
payment in April 2024, which will conclude the transaction in its entirety."

 

Further information re the Addendum:  The Addendum provides that upon payment
of the first tranche payment in respect of the Sale Claims, the parties shall
enter into a contract mining agreement whereby Afrimat shall become entitled
to commence mining of other minerals in addition to vermiculite.

 

 

You can also follow Galileo on Twitter: @GalileoResource

 

For further information, please contact: Galileo Resources PLC

 

 Colin Bird, Chairman                       Tel +44 (0) 20 7581 4477
 Beaumont Cornish Limited - Nomad           Tel +44 (0) 20 7628 3396

 Roland Cornish/James Biddle
 Novum Securities Limited - Joint Broker    +44 (0) 20 7399 9400

 Colin Rowbury /Jon Belliss
 Shard Capital Partners LLP - Joint Broker  Tel +44 (0) 20 7186 9952

 Damon Heath

 

 

 

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