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ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Greatland Gold plc
("Greatland" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS
AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING
POSTCODES):
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Registered Address:
Greatland Gold plc
Salisbury House
London Wall
EC2M 5PS
United Kingdom
Trading Office:
Greatland Pty Ltd
Level 3, 502 Hay Street
Subiaco
Western Australia
6008
Australia
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COUNTRY OF INCORPORATION:
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England and Wales, with company
number 05625107
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://greatlandgold.com/investors/aim-rule-26/
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Greatland has entered into an
agreement with certain subsidiaries of Newmont Corporation
(NYSE:NEM) ("Newmont") to
acquire, subject to certain conditions being satisfied, a 70%
ownership interest in the Havieron gold-copper project
("Havieron") (thus
consolidating Greatland's ownership of Havieron to 100%), and 100%
ownership of the Telfer gold-copper mine ("Telfer"), and other related assets and
interests (together the "Target
Assets") (the "Acquisition"). The Acquisition
constitutes a reverse takeover under Rule 14 of the AIM Rules and
accordingly an AIM admission document was published on 10 September
2024. The Acquisition is subject to a number
of conditions precedent. Satisfaction of the Acquisition conditions
precedent, and following that Acquisition completion and
readmission of Greatland's securities to trading on AIM, is
targeted in Q4 2024.
With effect from readmission of
Greatland's shares to trading on AIM upon completion of the
Acquisition, Greatland's business will comprise a 100% ownership
interest in Telfer, an operating gold and copper mine in the
Paterson Region of Western Australia, a 100% ownership interest in
Havieron, a high-grade gold and copper project located 45km from
Telfer in the Paterson Region, and a portfolio of exploration
assets and interests in Western Australia.
Greatland's main country of operation
is Australia.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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13,079,294,602 Ordinary Shares of
£0.01 each
No Ordinary Shares are held in
treasury
There are no restrictions on the
transfer of Ordinary Shares
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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In connection with the acquisition
the Company has completed an equity raising of approximately £255.3
million, comprising £248.6 million from an institutional placing (the Placing) and £6.7
million from a retail offer conducted through
PrimaryBid (the Retail
Offer). The Placing shares and Retail Offer shares
were admitted to trading on 1 October 2024.
The Company currently has
10,410,112,311 Ordinary Shares on issue. A further
2,669,182,291 Ordinary Shares are expected to be issued to Newmont
on Acquisition Completion as partial consideration for the
Acquisition.
Anticipated market capitalisation on
readmission is approximately £696 million at the closing price on 14 November 2024 (being the
last practicable date prior to the release of this
announcement).
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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20.77%
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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Upon readmission, the Company's
shares will only be admitted to trading on AIM.
However, within approximately six
months Greatland intends to undertake a listing of the Greatland
group on the Australian Securities Exchange (ASX).
Accordingly, the Greatland group would be dual listed on both ASX
and AIM.
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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Mark Bradley
Barnaba (Non-Executive Chairman)
Elizabeth Anne Gaines (Non-Executive Director and Deputy
Chair)
Shaun Gregory
Day (Managing Director)
James 'Jimmy'
John Wilson (Non-Executive Director)
Michael Alexander 'Alex' Borrelli (Non-Executive Director)
Paul Duncan
Hallam (Non-Executive Director)
Clive John
Latcham (Non-Executive Director)
Yasmin Broughton (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Shareholder
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Percentage prior to
readmission
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Percentage immediately
following readmission
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Newmont
Corporation1
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-
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20.41
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Wyloo Consolidated Investments Pty
Ltd1
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10.62
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8.45
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Tembo Capital Management
Limited
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7.65
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6.09
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Firetrail Investments Pty
Limited
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6.43
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5.12
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Notes:
1. Newmont has granted
an option to Wyloo to acquire up to 1,334,591,145 ordinary shares,
representing 50% of the ordinary shares held by Newmont at
readmission (as detailed in Part 2 (section 6) of the Company's
Admission Document dated 10 September 2024)
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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i. DRA Pacific Pty
Ltd
ii. Mapien Pty
Ltd
iii. AFX Commodities Pty
Ltd
iv. Tetra Tech Coffey Pty
Ltd
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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(i) The accounting
reference date of the Company is 30 June
(ii) 31 December 2023
(iii) Half Yearly Results for the 6
months ending 31 December 2024 - by 31 March 2025
Annual Report for the year ending 30
June 2025 - by 31 December 2025
Half Yearly Results for the 6 months
ending 31 December 2025 - by 31 March 2026
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EXPECTED ADMISSION DATE:
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Early December 2024*
*Targeted date for completion of the
Acquisition, which remains subject to satisfaction (or, where
applicable, waiver) of certain outstanding Acquisition conditions
precedent and completion of the Acquisition.
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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SPARK Advisory Partners
Limited
5 St John's Lane
London
EC1M 4BH
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NAME AND ADDRESS OF
BROKER:
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Canaccord Genuity Limited
88 Wood Street, London EC2V
7QR
Joh. Berenberg, Gossler & Co.
KG
60 Threadneedle St, London EC2R
8HP
SI Capital Limited,
46 Bridge Street, Godalming, Surrey,
GU7 1HL
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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The Admission Document contains full
details about the applicant and the readmission of its securities
and is available on the Company's website:
https://greatlandgold.com/investors/results/
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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Corporate Governance Principles and
Recommendations (4th Edition) as published by the ASX Corporate
Governance Council.
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DATE OF NOTIFICATION:
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15 November 2024
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NEW/ UPDATE:
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NEW
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