Galileo Exploration Announces Closing of Shares FOR Debt Transaction
GALILEO EXPLORATION ANNOUNCES CLOSING OF SHARES FOR DEBT
TRANSACTION
VANCOUVER, British Columbia, October 5, 2020 -- Galileo Exploration Ltd. (the "Company"
or "Galileo") (TSXV:GXL) is pleased to announce that it has closed its shares for debt
transaction, previously announced on August 13, 2020 (the " Transaction"). Pursuant to the
Transaction, an aggregate of $524,665.28 of the Company 's outstanding debts were settled
through the issuance of 10,493,306 common shares in the capital of the Company ("Shares") at a
deemed price of $0.05 per Share . The creditors include d certain related parties of the Company,
including John Kanderka, Galileo 's Chief Executive Officer and a Director , Wes Adams,
Galileo's Chief Financial Officer and a Director, Marc Blythe, a Director and John Adams, a
holder of greater than 10% of the issued and outstanding Shares (collectively, the " Related
Parties"). Every other creditor is an arm 's length party who has provided consulting services to
the Company.
Pursuant to the Transaction an aggregate of 9,288,493 Shares were issued to the Related Parties.
An aggregate of 2,015,535 Shares were issued John Kanderka, representing $ 100,776.75 in full
satisfaction of the amount owing for services rendered in his capacity as the Chief Executive
Officer and for expenses paid on behalf of the Company. An aggregate of 3,927,473 Shares were
issued to the Wes Adams, representing $ 196,373.63 in partial satisfaction of the amount owing
for services rendered in his capacity as the Chief Financial Officer , for loans extended to the
Company and for expenses paid on behalf of the Company . An aggregate of 797,540 Shares
were issued to Marc Blythe, representing $39,877.02 in full satisfaction for expenses paid on
behalf of the Company. An aggregate of 2,547,945 Shares were issued to John Adams,
representing $127,397.26 in full satisfaction of loans extended to the Company.
Pursuant to these share issuances to the Related Parties, their fully -diluted beneficial ownership
of the issued and outstanding Shares will increase as follows: John Kanderka, 6.03% (previously
2.67%); Wes Adams 18.45% (previously 13.61%); Marc Blythe 1.76% (previously 0.27%); and
John Adams 16.64% (previously 14.69%).
The Company determined to satisfy the indebtedness with Shares in order to preserve its cash for
development of its business. The Shares issued pursuant to the shares for debt agreements will be
subject to a four month plus one day hold period pursuant to applicable securities legislation.
The shares for debt transactions involving 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(b) and 5.7(1)(e) of MI 61- 101, respectively, as, respectively, the Company is not listed on a
specified exchange and the Company is experiencing serious financial difficulty . The
participation by the Related Parties in the shares for debt transactions has been approved by
directors of the Company who are independent in connection with such transactions. A material
change report will be filed less than 21 days before the closing date of the transactions
contemplated by this news release. The Company believes this shorter period is reasonable and
necessary in the circumstances as t he Company wishes to improve its financial position by
reducing its liabilities as soon as possible.
With the closing of the Transaction, and the recently announced private placement of $850,000,
the Company intends to use its improved financial position to move forward with its plans for the
Wolf Project in Fremont County, Wyoming, USA as announced on September 30.
Contact:
John Kanderka, Chief Executive Officer
Galileo Exploration, Ltd.
410-325 Howe Street
Vancouver, BC V6C 1Z7
Tel: (403) 861-6329
FORWARD-LOOKING STATEMENTS
This news release contains "forward -looking statements" within the meaning of Canadian
securities legislation. These include, without limitation, statements with respect to: the use of the
Company's cash for the development of its business . Such forward‑looking statements or
information are based on a number of assumptions, which may prove to be incorrect.
Assumptions have been made regarding, among other things: the Company's development plans .
The actual results could differ mater ially from those anticipated in these forward -looking
statements as a result of risk factors including general market and industry conditions. Forward-
looking statements are based on the expectations and opinions of the Company's management on
the date the statements are made. The assumptions used in the preparation of such statements,
although considered reasonable at the time of preparation, may prove to be imprecise and, as
such, readers are cautioned not to place undue reliance on these forward- looking statements,
which speak only as of the date the statements were made. The Company undertakes no
obligation to update or revise any forward- looking statements included in this news release if
these beliefs, estimates and opinions or other circumstances should change, except as otherwise
required by applicable law.
Neither the 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.