Galileo Announces Closing of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Galileo Announces Closing of Non-Brokered Private Placement
Vancouver, British Columbia – September 16, 2020 – Galileo Exploration Ltd. ("Galileo" or the
"Company") (TSX VENTURE: GXL ) is pleased to announce that it has completed a non -
brokered private placement (the " Offering") of common shares in the capital of the Company
(the "Common Shares"). Pursuant to the Offering, the Company issued 17,000,000 Common
Shares at a price of $0.05 per Common Share , raising gross proceeds to the Company of
$850,000. The proceeds of the Offering will be used to secure options on certain mining
properties located in Wyoming, related Bureau of Land Management fees and staking fees, to
repay indebtedness and for general corporate purposes.
The Common Shares issued pursuant to the Offering will be subject to a statutory four -month
hold period in Canada.
Subscribers to the Offering include certain related parties of the Company, including Wes Adams,
Galileo's Chief Financial Officer and a Director, and John Adams, a holder of greater than 10%
of the issued and outstanding Common Shares (collectively, the "Related Parties"). Pursuant to
the Offering Wes Adams subscribed for 2,600,000 Common Shares and John Adams subscribed
for 2,444,000 Common Shares. The subscriptions by the Related Parties will constitute a
"related party transaction" under Multilateral Instrument 61 -101 - Protection of Minority
Securityholders in Special Transactions ("MI 61 -101"). The Company intends to rely on the
exemptions from the valuation and the minority approval requirements of MI 61- 101 provided
for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the
subject of, and the consideration paid in the Offering, in relation to the interested parties, will not
represent more than 25% of the Company’s market capitalization, as determined in accordance
with MI 61- 101. The participation by the Related Parties in the Offering has been approved by
directors of the Company who are independent in connection with such transactions. The
Company did not file a material change report more than 21 days before the expected closing of
the Offering, as the details of the Offering were not finalized until immediately prior to the
closing and the Company wished to close the t ransaction as soon as practicable for sound
business reasons.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the
securities in any jurisdiction. The securities will not be and have not been registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or applicable exemption from the registration requirements.
For further information please contact:
John Kanderka, Chief Executive Officer
Galileo Exploration, Ltd.
410-325 Howe Street
Vancouver, BC V6C 1Z7
Tel: (403) 861-6329
Disclaimer for Forward-Looking Information
Certain information set forth in this news release may contain forward- looking statements that
involve substantial known and unknown risks and uncertainties, certain of which are beyond the
control of Galileo . Forward-looking statements are frequently char acterized by words such as
"plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or statements that certain events or
conditions "may" or "will" occur. Forwar d-looking statements in this press release include the
anticipated use of proceeds of the Offering. Forward- looking statements are necessarily based
on a number of estimates and assumptions that, while considered reasonable, are subject to
known and unknow n risks, uncertainties and other factors which may cause actual results and
future events to differ materially from those expressed or implied by such forward- looking
statements. Such factors include, but are not limited to: general business, economic and social
uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and
competitive developments; a determination by the Company to use the proceeds in a manner
different than disclosed herein; those additional risks set out in the Company’s public documents
filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and
factors used in preparing the forward- looking statements are reasonable, undue reliance should
not be placed on these statements, which only apply as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time frames or at all. Except
where required by law, the Company disclaims any intention or obligation to update or revise
any forward-looking statement, whether as a result of new information, future events, or
otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.