Schedule One - Greatland Gold PLC

AIM

15 November 2024

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Greatland Gold plc ("Greatland" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

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

COUNTRY OF INCORPORATION:

England and Wales, with company number 05625107

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://greatlandgold.com/investors/aim-rule-26/

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:

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.

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):

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

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

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).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

20.77%

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:

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.

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):

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)

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):

Shareholder Percentage prior to readmission Percentage immediately following readmission Newmont Corporation1 - 20.41 Wyloo Consolidated Investments Pty Ltd1 10.62 8.45 Tembo Capital Management Limited 7.65 6.09 Firetrail Investments Pty Limited 6.43 5.12 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)

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

i.    DRA Pacific Pty Ltd ii.    Mapien Pty Ltd iii.   AFX Commodities Pty Ltd iv.  Tetra Tech Coffey Pty Ltd

(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:

(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

EXPECTED ADMISSION DATE:

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.

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited 5 St John's Lane London EC1M 4BH

NAME AND ADDRESS OF BROKER:

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

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:

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/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Corporate Governance Principles and Recommendations (4th Edition) as published by the ASX Corporate Governance Council.

DATE OF NOTIFICATION:

15 November 2024

NEW/ UPDATE:

NEW

 

END