REG - AIM Greatland Gold PLC - Schedule One - Greatland Gold PLC

Greatland GoldAnnouncement

15/11/2024 08:00

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RNS Number : 4114M  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/
 (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 Corporation(1)                     -                                20.41
 Wyloo Consolidated Investments Pty Ltd(1)  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

 

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

 

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