REG - Great Southrn.Copper - Notice of AGM & Approval of a Rule 9 Waiver

Great Southern CopperAnnouncement

05/09/2025 07:45

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RNS Number : 1950Y  Great Southern Copper PLC  05 September 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

5 September 2025

 

Great Southern Copper plc

("GSC" or the "Company")

 

Notice of Annual General Meeting

 

Approval of a Rule 9 Waiver in connection with the exercise of Warrants
granted to Foreign Dimensions Pty LTD

 

Great Southern Copper plc (LSE: GSCU), the Company focused on
copper-gold-silver exploration in Chile, announces that its 2025 Annual
General Meeting ("AGM") is to be held at Gowlings LLP, 4 More London
Riverside, London, SE1 2AU on Tuesday 30 September at 10:00 am.

 

One of the resolutions proposed at the AGM is for Independent Shareholders to
vote in relation to the Company's largest shareholder, Foreign Dimensions Pty
LTD ("Foreign Dimensions"), being permitted to exercise all of the Warrants it
holds in the Company without triggering an obligation to make a mandatory
offer under Rule 9 of the City Code on Takeovers and Mergers. Foreign
Dimensions, together with its concert parties, currently hold 46.72% of the
current issued share capital of the Company.

 

Foreign Dimensions is a strong advocate of the Company and its management
team, as evidenced by its financial support to date.  The Directors are keen
to ensure that Foreign Dimensions can maintain its ability to exercise all of
the Warrants it holds, which could provide an important source of funding as
the Company looks to build on the exploration success it has enjoyed to date
on its portfolio of projects in Chile.

 

In order to demonstrate its ongoing support, and notwithstanding the current
share price, Foreign Dimensions has agreed to exercise 6,250,000 of the
warrants it was issued in May 2023, exercisable at 2.4p per share. Foreign
Dimensions retains a further 25,083,328 warrants, exercisable at 2.4p per
share.

 

Application will be made to the London Stock Exchange for the 6,250,000 shares
issued pursuant to the warrant exercise to be admitted to listing on Equity
Shares (Transition) category of the Official List and to trading on the Main
Market of the London Stock Exchange, and it is expected that Admission of
these shares will become effective at 8.00 a.m. on 6 October 2025.

 

Charles Bond, Chairman of Great Southern Copper, said: "The continued support
of long-term shareholder Foreign Dimensions, who remain willing to exercise
warrants at 2.4p in the context of a lower share price, is greatly
appreciated. The current and possible future warrant exercises (which will be
enabled by the proposed shareholder approval) in combination with the draw
down of the £522,000 convertible loan (which converts at premium to market),
allow GSC to continue advancing its projects in Chile including Phase III
drilling at Mostaza due to commence shortly.

 

 "Foreign Dimensions had wanted to exercise its Warrants earlier this year,
but given its percentage holding had fallen below 50 per cent, principally as
they had invested using a convertible loan to assist with the Company's most
recent fundraising, it was determined by the Panel that any further exercise
of Warrants required a Rule 9 waiver, although the Warrants were granted at
a time when no offer obligation under Rule 9 of the Takeover Code would have
arisen on their exercise, as they held over 50 per cent of the Company's
voting rights at the time.

 

"We look forward to maintaining a strong ongoing relationship with Foreign
Dimensions and all our shareholders as we work together to advance
discoveries and development of our exciting assets in Chile."

 

Sam Garrett, Chief Executive Officer of Great Southern Copper, said: "With
Phase III drilling soon to commence on GSC's high grade copper-silver prospect
at Cerro Negro and the discovery of porphyry gold mineralisation at Viuda, GSC
is at a very exciting position in the exploration cycle.

 

"The Company's strategy of aggressive, yet efficient and focussed exploration
targeting copper-gold-silver deposits in the coastal belt of Chile with access
to excellent infrastructure has been highly successful and includes the
discovery of two deposits at Especularita plus a pipe-line of untested,
drill-ready prospects.

 

"The on-going support of our cornerstone investor with loan and warrant
funding is a strong endorsement of our success and, significantly, allows us
the opportunity to further extend our exploration plans."

 

Further details of the Rule 9 Waiver are set out in the Appendix below.

 

The Notice of AGM and form of proxy will be posted to shareholders today. The
documents will also be uploaded to the Company's website at www.gscplc.com
(http://www.gscplc.com) in due course. The Annual Report and Accounts for the
financial year ended 31 March 2025 were posted to shareholders following the
announcement made on 18 July 2025.

 

Shareholders should read the whole of the Notice of AGM and not only rely on
the information set out in this announcement.

 

 

Contact Details:

 

 Great Southern Copper plc
 Sam Garrett, Chief Executive Officer  +44 (0) 20 4582 3500

 SI Capital Limited
 Nick Emerson                          +44 (0) 1483 413500

 BlytheRay
 Tim Blythe / Megan Ray                +44 (0) 20 7138 3204

                                       gsc@blytheray.com

 

Appendix

 

APPROVAL OF A RULE 9 PANEL WAIVER

At the time of its admission to listing and trading in December 2021, the
Company's majority Shareholder was Foreign Dimensions, a family trust which
owns shares in the Company for the beneficiaries of the family of Colin and
Imelda Bourke. At that time Foreign Dimensions and its concert parties (being,
the shareholding of Imelda Bourke in her personal capacity and the two grown
up daughters of Colin and Imelda Bourke)  owned 54.96% per cent. of the
voting capital of the Company.

May 2023 Fundraising, First Convertible Loan and 2.4p Warrants

Foreign Dimensions has corner-stoned each of the Company's capital raises
since admission. This included support with a fundraising in May 2023 through
the provision of the First Convertible Loan, which was issued together with
2.4p Warrants, which were warrants to subscribe for new Ordinary Shares on the
same terms, including  the exercise price, as warrants granted to other
investors who subscribed for Ordinary Shares at the same time as part of a
wider equity fundraising. Foreign Dimensions was issued the First Convertible
Loan rather than new equity as the Company had insufficient headroom at the
time under the Prospectus Rules to issue new Ordinary Shares without
publishing a prospectus, and therefore the First Convertible Loan converted
upon sufficient headroom becoming available.

At the time of the May 2023 fundraising the Company consulted with the Panel
to ensure that no obligation would arise under Rule 9 of the Takeover Code for
Foreign Dimensions to make a mandatory offer for the other Ordinary Shares in
the Company that it and its concert parties did not already own on conversion
of the First Convertible Loan, as the percentage interest in the Company of
Foreign Dimensions and its concert parties would reduce on closing of the
fundraising from 54.96% to 45.97%, but would increase again to above 50% on
conversion of the First Convertible Loan. The Panel confirmed no Rule 9
obligation would arise on conversion of the First Convertible Loan Note and
full disclosure of the matter was set out in the Company's announcement of 15
May 2023. Upon conversion of the First Convertible Loan, Foreign Dimensions
and its concert parties percentage subsequently rose to 51.59%.

December 2023, June and November 2024 Fundraisings and 4.5p Warrants, 3.0p
Warrants and 2.5p Warrants

The Company subsequently carried out three further fundraises through 2023 and
2024, in all of which Foreign Dimensions participated as a cornerstone
investor, being granted its share of the 4.5p Warrants, 3.0p Warrants and 2.5p
Warrants.

March 2025 fundraising and Second Convertible Loan

In March 2025 the Company was in a similar position in relation to raising
funds, in so far as that it could not issue sufficient new Ordinary Shares
without publishing a prospectus, and Foreign Dimensions therefore entered into
the Second Convertible Loan on substantially similar terms to the First
Convertible Loan, although no warrants were issued to any investors, or
Foreign Dimensions and its concert parties, as part of that fundraising.

The Company again consulted with the Panel to check that the same treatment
would apply to the Second Convertible Loan, although in this instance on
conversion of the Second Convertible Loan the interest of Foreign Dimensions
and its concert parties would increase from 46.77% to 48.45%. The Panel
confirmed that no Rule 9 obligation would arise on conversion of the Second
Convertible Loan.

Exercise of 2.4p Warrants

Until the recent 1% Issue, Foreign Dimensions and its concert parties held a
45.91% interest in the voting capital of the Company. Given recent results
announced by the Company, its share price had risen to an extent whereby it
was above the level of the 2.4p Warrants and Foreign Dimensions wanted to be
able to exercise them as other Warrant holders have done.

On the basis that Foreign Dimensions and its concert parties held over 50% of
the voting share capital at the time of the grant to it of any of the Warrants
(and therefore no offer obligation on exercise would arise on their exercise),
the Company sought the consent of the Panel for the waiver, on the exercise of
certain of the 2.4p Warrants (and any other Warrants) held by Foreign
Dimensions, for Foreign Dimensions to make a mandatory offer for the other
Ordinary Shares in the Company that it and its concert parties did not already
own.

Whilst the Panel had scope under Note 11 of Rule 9.1 of the Takeover Code to
permit the 1% Issue to Foreign Dimensions without the requirement for a
mandatory offer to be made under Rule 9 of the Takeover Code being triggered,
the issue of any further Warrant Shares would require Foreign Dimensions to
make a mandatory offer for the company absent a Rule 9 Panel Waiver and its
approval by Independent Shareholders, further details of which are set out
below. This is on the basis that Foreign Dimensions now holds less than 50 per
cent of the voting rights of the Company.

Foreign Dimensions are strong advocates of the Company and its management team
as evidenced by their financial support to date and the Directors are keen to
ensure that Foreign Dimensions can maintain their ability to exercise all of
their Warrant Shares.

The Directors are therefore now approaching Independent Shareholders for their
approval for Foreign Dimensions to exercise any of their Warrants, so as to
acquire the Warrant Shares without triggering an obligation to make a
mandatory offer under Rule 9 of the Takeover Code. On the Initial Exercise,
the percentage interest of Foreign Dimensions and its concert parties would
rise from 46.72% to 47.29% (assuming no further issues of Ordinary Shares to
any other persons). This percentage would increase to 56.42% on the Further
Exercise (assuming no further issues of Ordinary Shares to any other persons),
and 57.51% on conversion of the Second Convertible Loan into equity (assuming
no further issues of Ordinary Shares to any other persons).

 

RULE 9 PANEL WAIVER

Foreign Dimensions and its concert parties are currently interested in 46.72
per cent. of the Ordinary Shares in the Company. As they are interested in
Ordinary Shares which in the aggregate carry not less than 30 per cent of the
voting rights of the Company, but do not hold Ordinary Shares carrying more
than 50 per cent. of such voting rights, if Foreign Dimensions subsequently
acquires an interest in any Warrant Shares which increases its percentage of
Ordinary Shares carrying voting rights, it must make a mandatory offer to all
other Shareholders, unless a waiver from such offer is granted by the Takeover
Panel pursuant to Rule 9 of the Takeover Code. The Panel has agreed to such a
waiver provided that Independent Shareholders approve the issue of the Warrant
Shares.

In the event that Foreign Dimensions was in a position to exercise all of its
outstanding Warrants, it and its concert parties would increase its percentage
of voting rights from 46.72% to 56.42% of the Company's Enlarged Share Capital
(assuming no further issues of Ordinary Shares to any other persons) and (for
so long as they continue to be acting in concert and hold more than 50 per
cent) will not be required to make a mandatory offer to all other Shareholders
in the event that it increases its percentage of Ordinary Shares carrying
voting rights by exercising the Warrant Shares.

For so long as Foreign Dimensions and its concert parties hold more than 50%
of the voting share capital, it may increase its aggregate interests in the
Ordinary Shares in the Company without incurring any obligation under Rule 9
to make a general offer for the remaining Ordinary Shares.

Furthermore, Foreign Dimensions and its concert parties are not restricted
from making an offer for the Company under the Code.

 

Rule 9 Waiver Resolution

Resolution 8 to be proposed at the Company's AGM, waives the obligation on
Foreign Dimensions to make a mandatory offer to all other Shareholders on the
exercise of any of its Warrants, and is proposed as an ordinary resolution for
Independent Shareholders to approve the Rule 9 Panel Waiver and shall be voted
on a poll. If passed it will approve the Rule 9 Panel Waiver and will allow
the immediate issue of the Initial Warrant Shares (and at a later date the
Further Warrant Shares) to Foreign Dimensions without Foreign Dimensions being
required to make a mandatory offer under Rule 9.

In the event that Resolution 8 is not passed at the Annual General Meeting,
Foreign Dimensions will not be able to exercise any Warrants without
triggering an obligation under Rule 9 of the Takeover Code. In such
circumstances, the Company may need to find other sources of funding to
replace the proceeds otherwise receivable by it on exercise of the Warrants by
Foreign Dimensions.

 

IRREVOCABLE UNDERTAKINGS AND RECOMMENDATION

The Directors recognise the support of Foreign Dimensions since the time of
the Company's admission to listing and trading in London, and believe the
grant of Warrants to Foreign Dimensions to be mutually beneficial, as both an
incentive to Foreign Dimensions and other investors participating in the
Company's fundraisings, as well as a means for injection of further capital
for the Company as its share price increased.

Given the Warrants were granted to Foreign Dimensions at a time when no offer
obligation under Rule 9 of the Takeover Code would have arisen on their
exercise (because Foreign Dimensions then held over 50 per cent of the
Company's voting rights), the Directors believe it would be unfair for Foreign
Dimensions to lose the benefit of the Warrants, and that it would seriously
impact the Company's funding plans should the Company's share price continue
to increase.

Shareholders have been fully informed of the grant of all Warrants to Foreign
Dimensions, and have previously approved the relevant share authorities for
any new Ordinary Shares to be allotted and issued on exercise of them at the
Company's 2023 and 2024 AGMs.

Foreign Dimensions remains subject to the Relationship Agreement entered into
at admission to listing until its shareholding drops below 20 %. The agreement
ensures that the Company is capable of carrying on its business independently
of Foreign Dimensions Pty Ltd and that transactions and relationships between
Foreign Dimensions Pty Ltd and the Company are at arm's length and on normal
commercial terms.

Therefore the Directors, who have been so advised by Greenwood Capital
Partners Limited, consider the Rule 9 Waiver to be fair and reasonable and in
the best interests of the Company and Independent Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Independent Shareholders
vote in favour of the Rule 9 Waiver Resolution (which is to be proposed as
Resolution 8), as well as all of the other Resolutions to be proposed at the
Annual General Meeting.

Each of the Directors other than Martin Page (who does not hold Ordinary
Shares) has irrevocably undertaken to vote in favour of all of the Resolutions
in respect of their respective holdings of Ordinary Shares in the Company,
being in aggregate approximately 4.0 per cent. of the Existing Ordinary
Shares.

 

DEFINITIONS

The following definitions apply throughout this announcement unless stated
otherwise:

 1% Issue  the issue of 10,416,667 Shares, for an aggregate exercise price of £250,000,
           under the 2.4p Warrants to Foreign Dimensions, as announced by the Company on
           25 June 2025, pursuant to Note 11 to Rule 9.1 of the Takeover Code

 

 2.4p Warrants      (i) 41,749,998 warrants granted to investors who participated in a placing and
                    subscription in May 2023 pursuant to a warrant instrument dated 18 May 2023
                    and exercisable at 2.4p per Ordinary Share with an exercise period expiring on
                    18 May 2026; and (ii) 41,749,995 warrants granted to Foreign Dimensions in
                    accordance with the terms of the First Convertible Loan pursuant to a warrant
                    instrument dated 18 May 2023 and exercisable at 2.4p per Ordinary Share with
                    an exercise period expiring on 18 May 2026
 2.5p Warrants      62,400,000 warrants granted to investors (including 31,200,000 to Foreign
                    Dimensions) who participated in a subscription in November 2024 pursuant to a
                    warrant instrument dated 13 November 2024 and exercisable at 2.5p per Ordinary
                    Share with an exercise period expiring on 13 November 2026
 3p Warrants        104,416,667 warrants granted to investors (including 50,250,000 to Foreign
                    Dimensions) who participated in a placing and subscription in July 2024
                    pursuant to a warrant instrument dated 2 July 2024 and exercisable at 3.0p per
                    Ordinary Share with an exercise period expiring on 2 July 2026
 4.5p Warrants      40,222,206 warrants granted to investors (including 14,888,888 to Foreign

                  Dimensions) who participated in a placing and subscription in December 2023
                    pursuant to a warrant instrument dated 6 December 2023 and exercisable at 4.5p

                  per Ordinary Share with an exercise period expiring on 13 December 2025

                  the exercise by Foreign Dimensions of up to 121,422,216 Warrants into the
                    Further Warrant Shares

 Further Exercise

 

 Further Warrant Shares    up to 121,422,216 Warrant Shares to be issued to Foreign Dimensions following
                           the exercise of its 2.5 Warrants, 3p Warrants, 4.5p Warrants and its remaining
                           25,083,328 2.4p Warrants
 Independent Shareholders  all of the Shareholders, with the exception of Foreign Dimensions and any
                           parties acting in concert with Foreign Dimensions
 Initial Exercise          the exercise of by Foreign Dimensions of 6,250,000 2.4p Warrants into the
                           Initial Warrant Shares
 Initial Warrant Shares    6,250,000 Warrant Shares to be issued to Foreign Dimensions following the
                           exercise of 6,250,000 of its 2.4p Warrants

 

 Rule 9                    Rule 9 of the Takeover Code
 Rule 9 Panel Waiver       the waiver granted by the Takeover Panel, subject to approval of the
                           Independent Shareholders, of any obligation on Foreign Dimensions (both
                           individually and collectively with those parties deemed to be acting in
                           concert with it) to make a mandatory offer to Shareholders under Rule 9 for
                           the Ordinary Shares not owned by Foreign Dimensions following any increase in
                           the percentage of Ordinary Shares carrying voting rights that Foreign
                           Dimension is interested in as a result of the Exercise
 Rule 9 Waiver Resolution  Resolution 8 as set out in the Notice of Annual General Meeting
 Second Convertible Loan   the convertible loan for £522,000 entered into between the Company and
                           Foreign Dimensions pursuant to a convertible loan note instrument dated 5
                           March 2025
 Takeover Code             the City Code on Takeovers and Mergers
 Takeover Panel            the Panel on Takeovers and Mergers

 

 

Greenwood Capital Partners Limited ("Greenwood Capital"), which is authorised
and regulated in the United Kingdom by the FCA is acting solely for the
Company and will not regard any other person as a client and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the contents
of this announcement or any other matter referred to herein. Greenwood Capital
has not authorised the contents of this announcement for any purpose and no
liability whatsoever is accepted by Greenwood Capital nor does it make any
representation or warranty, express or implied, as to the accuracy of any
information or opinion contained in this announcement or for the omission of
any information. Greenwood Capital expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement.

 

 

Notes for Editors:

 

About Great Southern Copper

 

Great Southern Copper PLC is a UK-listed mineral exploration company focused
on the discovery of copper-gold-silver deposits in Chile. The Company has the
option to acquire mining rights to 100% of Especularita project in the
under-explored coastal belt of Chile that is prospective for large scale
copper-gold-silver deposits. Chile is a globally significant mining
jurisdiction being the world's largest producer and exporter of copper.

 

The Especularita Project is located in the coastal metallogenic belt of Chile
which hosts significant copper mines and deposits, including Teck's Carmen de
Andacollo copper mine, and boasts excellent access to infrastructure such as
roads, power and ports. Significant historical small-scale and artisanal
workings for both copper and gold are readily evident in the exploration
project area. The coastal belt offers deposit type optionality for copper
including porphyry and IOCG style deposits as well as newly recognised
intrusive-related copper and gold deposits.

 

Great Southern Copper is strategically positioned to support the global market
for copper - a critical battery metal in the clean energy transition around
the world. The Company is actively engaged in exploration and evaluation work
programmes targeting both large tonnage, low to medium grade Cu-Au as well as
high-grade Cu-Ag-Au deposits.

 

Further information on the Company is available on the Company's
website: https://gscplc.com (https://gscplc.com/)

 

 

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