Galileo Resources Plc entered into an agreement and announced a standby facility of private placement of unsecured convertible loan funding facility to raise gross proceeds of £600,000 on May 11, 2026. The transaction involves participation from new investor Sanderson Capital Partners Ltd. The Loan is convertible on fixed conversion terms at a price of £0.01 per share over three tranches. The Loan is interest free and can be drawdown in its first tranche of £200,000 from 18 May 2026 or within 6 months of 18 May 2026, second tranche of £200,000 to be drawn down from 30 July 2026 or within 6 months of 30 July 2026 and third tranche of £200,000 to be drawn down from 15 October 2026 or within 6 months of 15 October 2026.
Unless otherwise converted, the Company must repay each Loan Tranche on the first anniversary (being 12 months) of the advance by the Lender of the applicable Loan Tranche for each Tranche. The Company may repay the whole or part of the Facility on any day prior to the Maturity Date for a Loan Tranche upon giving not less than 14 days' prior written notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the Borrower prepays in cash before the Maturity Date. The Lender can during the 14 days' notice period make an election for all or part of the Loan subject to a prepayment notice to be repaid in Shares at the Conversion Price in which case the 5% fee shall not apply to that proportion of the Loan repaid in Shares.
The lender may at any time during the facility period elect to convert all or part of any drawn down amount into such number of new Galileo Ordinary Shares of £0.001 each equal to the amount of the loan tranche that is to be repaid at the date of the election, divided by the agreed and fixed conversion price for the relevant loan tranche. The conversion price per Share for loan tranche 1, 2 and 3 is £0.01. The closing share price on May 8, 2026 the latest practicable date prior to this announcement was £0.00775 per Share.
The Company may at any time during the Loan period elect to convert all or part of a Loan Tranche if the Share price exceeds £0.014 for a period of five or more business days. The Borrower will inform the lender prior to selling any of the conversion shares in the Lender within 3 months of conversion. The lender shall be paid an initial arrangement fee of 7% of the amount of the facility to be settled by the issue of 5,419,355 new Shares credited as fully paid at an issue price of £0.00775 per Share (being the lower of the five day VWAP of £0.00778 on the date of signing the facility and £0.00775 per Share).
The lender has confirmed that neither the lender nor its associates will short sell the Company's Shares from the date of the facility agreement until the later of six months from loan tranche three drawdown date; and the repayment of the loan. On the drawdown of any Loan tranche, the lender shall be issued three-year warrants over Shares with a face value at the warrant exercise price equal to 50% of the amount drawn down under the Loan tranche. The exercise price for the warrants applicable to each of the tranche is £0.0125.
