Notice of General Meeting

RNS Number : 0507A

Greatland Gold PLC

20 September 2022

 

20 September 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK MARKET ABUSE REGULATIONS.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN .

Greatland Gold plc

("Greatland" or "the Company")

Notice of General Meeting

Greatland Gold plc (AIM:GGP), a mining development and exploration company with a focus on precious and base metals , announces that a General Meeting ("GM") will be held at Druces LLP Suite 425, Salisbury House, London Wall, London EC2M 5PS on Friday, 7^th October 2022 at 9.30am.

The Notice of GM has been posted to Shareholders. A copy of the Notice of GM will also be made available on the Company's website at  www.greatlandgold.com .

A letter from the Chairman accompanied the Notice of GM, as set out below:

20 September 2022

To: Holders of Ordinary Shares

Proposed allotment of 430,024,390 ordinary shares at 8.2 pence per share ("New Ordinary Shares"), and issuance of warrants to subscribe for up to 352,620,000 ordinary shares in the Company at 10 pence per share ("Warrants") (together the "Fundraising")

Dear Shareholder,

I am pleased to give you notice of a general meeting of the Company to be held at Druces LLP Suit 425, Salisbury House, London Wall, London EC2M 5PS on Friday, 7^th of October 2022 at 9:30am BST (the "General Meeting").

The meeting will be held to consider certain matters in connection with the Fundraising, to grant the Directors' authority to allot shares and to disapply pre-emption rights in respect of the New Ordinary Shares and Warrants, as part of the Fundraising.

You can register your vote(s) for the General Meeting either:

· by logging on to www.shareregistrars.uk.com , clicking on the "Proxy Vote" button and then following the on-screen instructions;

· by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying the Notice (the "Form of Proxy"); or

· in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 14 below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 9:30am BST on 5 October 2022.

The completion and return of a Form of Proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so. Voting at the meeting will be taken by way of Poll and all valid proxy votes will be included in the poll to be taken at the meeting, the results of which will be announced via a Regulatory Information Service ("RIS") and published on our website as soon as practicable after the conclusion of the General Meeting.

Background and reasons for the Fundraising

Further to the placing in August, the Company had been in continuing discussions with a number of financial institutions regarding a potential grant of debt facilities to fund the Company's share of costs of the Havieron JV and cover other corporate costs and expenses. This resulted in the Company entering into the Commitment Letter with Australia and New Zealand Banking Group Limited, HSBC Bank and ING Bank (Australia), as announced on 12 September 2022. The proposed facility is subject, amongst other things, on agreeing definitive documentation.

As announced on 12 September 2022, the Company has agreed a proposed AUD60 million / £35.3 million investment in the Company with Wyloo Metals Pty Ltd ("Wyloo") by way of subscription for 430,024,390 ordinary shares in the Company (the "Subscription Shares") at 8.2 pence per share (the "Proposed Subscription"). The Company, as part of these discussions, and as a condition to the Proposed Subscription, has agreed to issue to Wyloo warrants to subscribe for up to 352,620,000 ordinary shares in the Company, at a price of 10 pence per ordinary Share (the "Warrants") to Wyloo ("the Warrants Issuance").

However in order to issue the Subscription Shares and the Warrants, the Company needs additional authorisations which are being sought at the General Meeting.

Completion of the debt facilities and Fundraising will enable the Company to be fully funded for its 30 per cent share of the Havieron project development based upon an October 2021 2Mtpa pre-feasibility study, and well positioned to be fully funded in respect of the feasibility study targeting an expansion to around 3Mtpa due in the December 2022 quarter.

General Meeting Fundraising Resolutions

Completion of the Proposed Subscription and Warrants Issuance is conditional upon, inter alia, the Shareholders' approval of Resolutions 1 and 2 outlined in the Notice (the "Fundraising Resolutions") being obtained at the General Meeting to be held at Druces LLP Suite 425, Salisbury House, London Wall, London EC2M 5PS on Friday, 7^th of October 2022 at 9:30am BST. 

A summary and explanation of the Fundraising Resolutions is set out below. Please note that this is not the full text of the Fundraising Resolutions which are contained in the Notice at the end of this document.

Resolution 1 - Directors ' authority to allot the Subscription Shares and issue the Warrants

Resolution 1 is proposed to grant the Directors the authority under section 551 of the Companies Act 2006 (the " Act " ) to allot and issue equity securities with an aggregate nominal value of up to £430,024.39 in the Company, and to issue the warrants to subscribe for equity securities with an aggregate nominal value of up to £352,620 in the Company. 

The authority sought in Resolution 1 at the General Meeting will expire on the 31^st of December 2022 and will be in addition to any prior authority given to the Directors.

Resolution 2 - Disapplication of pre-emption rights in relation to the Proposed Subscription and Warrants Issuance

This resolution is a special resolution and if passed gives the Directors authority to allot shares for cash, and to grant rights to subscribe for or convert any security into shares, without first offering them to existing shareholders in proportion to their holdings. Resolution 2 authorises the disapplication of pre-emption rights on allotment of the Subscription Shares and the Warrants Issuance. 

The authority sought in Resolution 2 at the General Meeting will expire on the 31st of December 2022 and will be in addition to any prior authority given to the Directors.

General Meeting Additional Resolutions

The Directors believe it would also be prudent to update the current authorities granted at the Company's Annual General Meeting held on the 14^th of December 2021 (the "2021 AGM") in light of the Fundraising, as the authorities taken at the 2021 AGM have been substantially utilised by the August placing and the grant of options. The Directors, therefore, propose that the Company refresh the authorities taken at the 2021 AGM.

The Additional Resolutions in respect of these authorities are set out in Resolutions 3, 4 and 5 of the Notice as set out at the end of this document. An explanation of the Additional Resolutions is set out below.

Resolution 3 - General Authority to Allot Shares

Under the Companies Act 2006 the Directors may only allot shares (or grant certain rights over shares) with the authority of Shareholders in a general meeting (other than in certain circumstances including pursuant to an employee share scheme).

Resolution 3 in the Notice will be proposed, as an ordinary resolution, to authorise the Directors to allot Ordinary Shares up to a maximum nominal amount of £1,650,800 (representing approximately one third of the nominal value of the Company's issued share capital following the completion of the Proposed Subscription (the "Enlarged Share Capital"). The authority conferred by Resolution 3 will expire at the earlier of the next Annual General Meeting and the date falling 15 months following the date of the General Meeting being convened by the Notice.

Whilst the Directors have no present intention of exercising this authority, the authority gives the Directors flexibility to issue shares where they believe it is in the best interests of the Company to do so.

Resolutions 4 and 5 - Power to Disapply Pre-emption Rights

Unless they are given an appropriate authority by Shareholders, if the Directors wish to allot any shares or grant rights over any shares, in each case for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their existing holdings. These are known as 'statutory pre-emption rights'.

Resolutions 4 and 5 in the Notice of General Meeting will be proposed, as special resolutions, to give the Directors power to allot shares without the application of these statutory pre-emption rights:

(i)  first, in relation to pre-emptive offers of equity securities such as rights issue, open offers or other similar arrangements, but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties, For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlement;

(ii)  second, in relation to the allotment of equity securities for cash up to a maximum aggregate nominal amount of £250,121 (representing approximately 5 per cent, of the nominal value of the Enlarged Share Capital); and

(iii)  third, in relation to an acquisition or other capital investment as defined by the Pre-Emption Group's Statement of Principles, up to an aggregate nominal amount of £250,121 (representing approximately an additional 5 per cent, of the Enlarged Share Capital).

These limits are in accordance with guidelines issued by the Pre-Emption Group, Investment Association and market practice.

The Directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 5:

(i)   in excess of an amount equal to 5 per cent, of the total issued ordinary share capital of the Company excluding treasury shares; or

(ii)   in excess of an amount equal to 7.5 per cent, of the total issued ordinary share capital of the Company excluding treasury shares within a rolling three-year period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

The power conferred by Resolutions 4 and 5 expire at the earlier of the next Annual General Meeting and the date falling 15 months following the date of the General Meeting being convened by the Notice.

The Directors have no current intention of exercising the authority under Resolutions 4 and 5 but consider the authority to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer having made appropriate exclusions or arrangements to address such difficulties.

Action to be taken

Shareholders will find enclosed a Form of Proxy for use at the General Meeting. Whether or not shareholders intend to be present at the General Meeting, shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed on the form to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. The Form of Proxy must be received by Share Registrars Limited no later than 48 hours (excluding UK non-working days) prior to the General Meeting, in circumstances where the General Meeting is adjourned, 48 hours before the time of the adjourned meeting. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the registrar (under CREST Participant ID 7RA36) by no later than 48 hours (excluding UK non-working days) before the time appointed for holding the meeting or, in circumstances where the General Meeting is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). Unless the Form of Proxy or the CREST Proxy Instruction is received by the date and time specified above, it will be invalid.

If your shareholding is held through a broker or nominee, as the registered shareholder they will be required to submit your vote by completing the Form of Proxy or voting through CREST. Should you wish to vote at the General Meeting (instead of your broker or nominee), your broker or nominee may appoint you as their proxy or as a corporate representative. A proxy may only be appointed by using the procedures set out in the notes contained in the Notice and the notes to the Form of Proxy or, if shares are held in uncertificated form by using the CREST electronic proxy appointment service as detailed in the notes contained in the Notice.

Shareholders are reminded that the Fundraising is conditional, inter alia, on the passing of the Fundraising Resolutions to be proposed at the General Meeting. Should the Fundraising Resolutions not be passed, the Fundraising will not proceed. In such circumstances the Company will require additional funding to be fully funded for its 30 per cent share of the Havieron project development based upon the October 2021 2Mtpa Pre-Feasibility Study and there is no certainty on whether funding will be available or the terms on which it would be available.

Recommendation

The Board believes that the resolutions to be put to the General Meeting are in the best interests of the Company and shareholders as a whole and, accordingly, recommends that shareholders vote in favour of the resolutions as the Board intend to do in respect of their own beneficial holdings of Ordinary Shares which represent 0.31 per cent of the Company's issued ordinary share capital at the date of this document.

Y ours faithfully

Michael Alexander Borrelli

Chairman

20 September 2022

Enquiries:

Greatland Gold PLC Shaun Day	[e-mail] www.greatlandgold.com
SPARK Advisory Partners Limited (Nominated Adviser) Andrew Emmott/James Keeshan	[phone]
Berenberg (Joint Corporate Broker and Financial Adviser) Matthew Armitt/ Jennifer Lee/ Jack Botros	[phone]
Canaccord Genuity (Joint Corporate Broker and Financial Adviser) James Asensio/Patrick Dolaghan	[phone]
Hannam & Partners (Joint Corporate Broker and Financial Adviser) Andrew Chubb/Matt Hasson/Jay Ashfield	[phone]
SI Capital Limited (Joint Broker) Nick Emerson/ Sam Lomanto	[phone]
Gracechurch Group (Media and Investor Relations) Harry Chathli/Alexis Gore	[phone]

Notes for Editors:

Greatland Gold plc (AIM:GGP) is a mining development and exploration company with a focus on precious and base metals. The Company's flagship asset is the potentially world class Havieron gold-copper deposit in the Paterson region of Western Australia, discovered by Greatland and presently under development through a joint venture with Newcrest (the " JV "). Newcrest holds a joint venture interest of 70% (30% Greatland).

Havieron is located approximately 45km east of Newcrest's Telfer gold mine and, subject to positive feasibility study and   decision to mine, will leverage the existing infrastructure and processing plant to significantly reduce the project's capital expenditure and carbon impact for a low-risk and low-cost pathway to development.

Construction is well advanced and continuing with the   box cut and decline to develop the Havieron deposit originally commenced in February 2021. An extensive growth drilling programme continues at Havieron with a view to further expanding the understanding and scale of the ore body.

Greatland has a proven track record of discovery and exploration success. It is pursuing the next generation of tier-one mineral deposits by applying advanced exploration techniques in under-explored regions. The Company is focused on safe, low-risk jurisdictions and is strategically positioned in the highly prospective Paterson region. Greatland has a total of six projects across Australia with a focus on becoming a multi-commodity mining company of significant scale.

Overview of Wyloo Metals

Wyloo Metals Pty Ltd is a privately-owned metals company with a focus on investing in the critical mineral supply chain. Led by a multidisciplinary team of geologists, engineers and financial professionals, Wyloo Metals manages a diverse portfolio of exploration and development projects and cornerstone interests in a number of public companies. Wyloo has a long-term investment mandate and is focused on producing commodities that support the transition to a low-carbon future.

More information about Wyloo can be found on its website: https://www.wyloometals.com

 

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