RCS - Greatland Gold PLC - UK Scheme of Arrangement Effective and Admission

Greatland GoldAnnouncement

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RNS Number : 9346N  Greatland Gold PLC  23 June 2025

Greatland Resources Limited

E: info@greatland.com.au

W: www.greatland.com.au (http://www.greatland.com.au)

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 23 June 2025

 

 

UK Scheme of Arrangement becomes Effective and

Admission to ASX and AIM

 

Completion of UK Scheme of Arrangement

Issue of Shares

PDMR Dealings

Cancellation of Greatland Gold plc to trading on AIM

AIM and ASX Admission of Greatland Resources Limited

Other effects of the Scheme

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION

 

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.

 

Further to the announcement of Greatland Gold plc dated 18 June 2025,
Greatland Resources Limited  (ASX: GGP and AIM:GGP) (Greatland Resources or
the Company) is pleased to announce that the reorganisation of Greatland Gold
plc (Greatland Gold) and its subsidiaries by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006 (UK Scheme) pursuant to which
Greatland Resources has become the new holding company of the Greatland Gold
group, became effective in accordance with its terms, following delivery of
the Court Order to the Registrar of Companies on 20 June 2025.

 

Admission of Greatland Resources

 

Further to the announcement dated 20 June 2025, the Company is pleased to
announce that Greatland Resources has been admitted to the Official List of
the Australian Securities Exchange (ASX) (ASX Admission) and that the ordinary
shares in Greatland Resources (Ordinary Shares) are expected to be quoted on
the ASX and commence trading on a normal settlement basis at 1.00 p.m. (Sydney
Time) / 4.00 a.m. (London Time) on 24 June 2025.

 

As announced on 20 June 2025, an application has been made to the London Stock
Exchange for 670,618,774 Ordinary Shares in Greatland Resources to be admitted
to trading on AIM. Admission of the Ordinary Shares on AIM is expected to take
effect at 8.00 a.m. today, 23 June 2025 (AIM Admission).

 

Issue of Shares and Total Voting Rights

 

The Ordinary Shares pursuant to the UK Scheme, the Offer and UK Retail Offer
(each as defined in the replacement prospectus published by the Company on 30
May 2025 in relation to ASX Admission (Prospectus)), have been issued.

 

Upon AIM Admission the Company's issued share capital will comprise
670,618,774 Ordinary Shares each with one voting right per share.  There are
no shares held in treasury. When calculating the total number voting rights,
shareholders should use this figure as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Directors' Interests

 

Following the implementation of the UK Scheme and the participation in the
Offer by certain directors  and persons discharging managerial duties
(PDMRs), the interests of the Directors and PDMRs in the Ordinary Shares are
as set out below:

 

 Name              Ordinary Shares issued under the UK Scheme  Amount subscribed under the Offer (AUD)  Number of Ordinary Shares issued under the Offer  Total holding in Ordinary Shares following the Offer and the UK Scheme  Percentage of issued share capital at ASX Admission
 Directors
 Mark Barnaba      1,478,389                                   Nil                                      Nil                                               1,478,389                                                               0.22%
 Elizabeth Gaines  822,385                                     Nil                                      Nil                                               822,385                                                                 0.12%
 Shaun Day         1,150,933                                   Nil                                      Nil                                               1,150,933                                                               0.17%
 Alex Borrelli     1,770,169                                   Nil                                      Nil                                               1,770,169                                                               0.26%
 Paul Hallam       599,302                                     $50,000                                  7,576                                             606,878                                                                 0.09%
 Clive Latcham     192,500                                     Nil                                                                                        192,500                                                                 0.03%
 Jimmy Wilson      599,302                                     $250,000                                 37,879                                            637,181                                                                 0.10%
 Yasmin Broughton  26,488                                      $200,000                                 30,303                                            56,791                                                                  0.01%
 PDMR
 Monique Connolly  279,785                                     Nil                                      Nil                                               279,785                                                                 0.04%

 

PDMR forms for the Directors who participated in the Offer are set out below.
The above figures do not include the Director's and PDMR's interests in
options referred to below.

 

 

Cancellation of Greatland Gold Listing

 

Further to the announcement dated 18 June 2025, the ordinary shares of
Greatland Gold  (Greatland Gold Shares) have now been cancelled from trading
on AIM with effect as of 7.00 a.m. today, 23 June 2025.

 

Other Effects of the UK Scheme

 

As disclosed in the scheme document sent to shareholders of Greatland Gold on
24 April 2025 (Scheme Document), the Company announces that Greatland Gold has
cancelled an aggregate of53,283,873 options and performance share rights over
Greatland Gold Shares held by certain Directors and persons discharging
managerial responsibility (PDMRs) and a further 104,383,212 options and
performance share rights over Greatland Gold Shares held by a number of other
employees (together, the Greatland Gold Options), pursuant to Deeds of
Cancellation and Covenant entered into between Greatland Gold, Greatland
Resources and the respective holders of the Greatland Gold Options, and,
following ASX Admission, the holders of the Greatland Gold Options will be
invited to participate in the Greatland Resources Limited Legacy Long Term
Incentive Plan (Greatland Rollover EIP) and will be issued options and
performance share rights (as relevant) in Greatland Resources on substantially
similar terms to the Greatland Gold Options (and in accordance with the rules
of the Greatland Rollover EIP). A further announcement will be made when such
replacement options and performance share rights are issued detailing the
number of awards issued by Greatland Resources and the exercise price of such
awards.  PDMR forms in respect of the cancellation of the Greatland Gold
Options are set out below.

 

As further disclosed in the Scheme Document, pursuant to the warrant
cancellation and re-grant deed entered into between Greatland Gold, Greatland
Resources and Wyloo Consolidated Investments Pty Ltd (Wyloo), the 352,620,000
warrants on issue in Greatland Gold (Greatland Warrants) immediately prior to
the implementation of the Scheme have now been cancelled and Greatland
Resources will grant 17,631,000 'replacement' warrants (such number reflecting
the 20:1 consolidation ratio under the Scheme) in respect of Ordinary Shares
to Wyloo (Replacement Warrants) by the earlier of one business day after ASX
Admission or 5 business days after the implementation of the Scheme on terms
substantially similar to the terms of the Greatland Warrants. The exercise
price of the Replacement Warrants is A$4.1434 per Ordinary Share (being the
Australian dollar equivalent of £2.00 per share, determined based on an
agreed exchange rate as at the business day prior to the implementation of the
Scheme). A further announcement will be made when the Replacement Warrants are
issued.

 

Managing Director, Shaun Day commented:

 

"We are pleased to have completed the corporate reorganisation successfully,
with a new Australian holding company. I would like to thank our existing
shareholders for the overwhelming support throughout this process.

 

I would also like to thank our existing and new shareholders for the
successful capital raising and look forward to debuting on the ASX as a
leading new Australian gold-copper producer.

 

Our primary focus is to create value for all shareholders and in addition to
continuing to operate Telfer successfully under the 2-Year Outlook whilst
considering opportunities for further growth and extension, our next major
corporate milestone is to deliver the Havieron Feasibility Study by December
quarter CY 2025".

 

Contact

 

For further information, please contact:

 

Greatland Resources Limited

Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
info@greatland.com (mailto:info@greatland.com) .au

 

Nominated Advisor

SPARK Advisory Partners

Andrew Emmott / James Keeshan / Neil Baldwin  |  +44 203 368 3550

 

Corporate Brokers

Canaccord Genuity  |  James Asensio / George Grainger  |  +44 207 523 8000

SI Capital Limited  |  Nick Emerson / Sam Lomanto  |  +44 148 341 3500

 

Media Relations

Australia - Fivemark Partners  |  Michael Vaughan  |  +61 422 602 720

UK - Gracechurch Group  | Harry Chathli / Alexis Gore / Henry Gamble  |
+44 204 582 3500

 

About Greatland

 

Greatland Resources is a gold and copper mining company listed on the ASX and
London Stock Exchange's AIM Market (ASX:GGP and AIM:GGP) and operates its
business from Western Australia.

 

The Greatland portfolio includes the 100% owned Telfer operating mine, the
adjacent 100% owned world-class Havieron gold-copper brownfield development
project, and a significant exploration portfolio within the surrounding
region. The combination of Telfer and Havieron provides for a substantial and
long life gold-copper operation in the Paterson Province of Western Australia.

 

 

 

PDMR dealing notifications - Australian Offering

The following notifications are provided in accordance with the requirements
of the UK Market Abuse Regulation.

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Company directors/officers:
                                                                  1. Paul Hallam       Non-Executive Director
                                                                  2. Jimmy Wilson      Non-Executive Director
                                                                  3. Yasmin Broughton  Non-Executive Director
 2   Reason for the notification
 a)  Position/status                                              See 1(a) above for all positions - classified as PDMRs of the Company
 b)  Initial notification /Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Greatland Resources Limited
 b)  LEI                                                          213800KQI75ZGE53GX44
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code

                                                                  AU0000397705
 b)  Nature of the transaction                                    Subscription for Ordinary Shares
 c)  Price(s) and volume(s)                                       Subscription price of 316 pence per Ordinary Share

Number of Ordinary Shares subscribed for:
                                                                  1. Paul Hallam       7,576
                                                                  2. Jimmy Wilson      37,879
                                                                  3. Yasmin Broughton  30,303
 d)  Aggregated information                                       n/a - single transaction

     Volume Price
 e)  Date of the transaction                                      23 June 2025
 f)  Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

See 1(a) above for all positions - classified as PDMRs of the Company

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Greatland Resources Limited

b)

LEI

213800KQI75ZGE53GX44

4

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

 

AU0000397705

b)

Nature of the transaction

Subscription for Ordinary Shares

c)

Price(s) and volume(s)

Subscription price of 316 pence per Ordinary Share

 Number of Ordinary Shares subscribed for:
 1. Paul Hallam       7,576
 2. Jimmy Wilson      37,879
 3. Yasmin Broughton  30,303

d)

Aggregated information

Volume Price

n/a - single transaction

e)

Date of the transaction

23 June 2025

f)

Place of the transaction

Outside a trading venue

 

 

PDMR dealing notifications - cancellation of options

The following notifications are provided in accordance with the requirements
of the UK Market Abuse Regulation by virtue of the cancellation of the
existing Greatland Gold Options.  Replacement options and performance rights
are expected to be issued by Greatland Resources on substantially similar
terms on 30 June 2025.

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Company directors/officers:

                                                                  1. Shaun Day         Managing Director
                                                                  2. Monique Connolly  Chief Financial Officer
 2   Reason for the notification
 a)  Position/status                                              See 1(a) above for all positions - classified as PDMRs of the Company
 b)  Initial notification /Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Greatland Resources Limited
 b)  LEI                                                          213800KQI75ZGE53GX44
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares

     Identification code

                                                                  AU0000397705
 b)  Nature of the transaction                                    Cancellation of options and performance share rights over the ordinary shares
                                                                  of Greatland Gold plc (Greatland Gold Options).
 c)  Price(s) and volume(s)                                       Price - nil.   The following holders of Greatland Gold Options will be           Volume
                                                                  invited to participate in the Greatland Resources Limited Legacy Long Term
                                                                  Incentive Plan (Greatland Rollover EIP) and will be issued options and
                                                                  performance share rights (as relevant) over ordinary shares in Greatland
                                                                  Resources Limited on substantially similar terms to the Greatland Gold Options

                                                                  1. Shaun Day                                                                     Cancellation of 44,574,065 @Greatland Gold Options

                                                                  2. Monique Connolly                                                              Cancellation of 8,709,808 Greatland Gold Options
 d)  Aggregated information                                       n/a - single transaction

     Volume Price
 e)  Date of the transaction                                      23 June 2025
 f)  Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

See 1(a) above for all positions - classified as PDMRs of the Company

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Greatland Resources Limited

b)

LEI

213800KQI75ZGE53GX44

4

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares

 

AU0000397705

b)

Nature of the transaction

Cancellation of options and performance share rights over the ordinary shares
of Greatland Gold plc (Greatland Gold Options).

c)

Price(s) and volume(s)

 Price - nil.   The following holders of Greatland Gold Options will be           Volume
 invited to participate in the Greatland Resources Limited Legacy Long Term
 Incentive Plan (Greatland Rollover EIP) and will be issued options and
 performance share rights (as relevant) over ordinary shares in Greatland
 Resources Limited on substantially similar terms to the Greatland Gold Options

 1. Shaun Day                                                                     Cancellation of 44,574,065 @Greatland Gold Options

 2. Monique Connolly                                                              Cancellation of 8,709,808 Greatland Gold Options

d)

Aggregated information

Volume Price

n/a - single transaction

e)

Date of the transaction

23 June 2025

f)

Place of the transaction

Outside a trading venue

 

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