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

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RNS Number : 9538J  AIM  23 May 2025

 

 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 Resources Limited ("Greatland Resources" or the "Company")
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered and Trading Office:

 Greatland Resources Limited

 Level 2, 502 Hay Street

 Subiaco

 Western Australia

 6008

 Australia

 COUNTRY OF INCORPORATION:
 Australia with company number 668 338 618
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://greatland.com.au
 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:
 The business described is currently owned by Greatland Gold plc and its
 subsidiary undertakings and if the Scheme (as defined in the Appendix to this
 Schedule One announcement) is approved and becomes effective, Greatland
 Resources will become the ultimate holding company of Greatland Gold plc.

 The Business and Principal Activities

 The principal activity of the Greatland Group is to operate, develop and
 explore precious and base metal projects with a focus on the Paterson region
 of Western Australia. Greatland Group's principal assets are its 100% interest
 in the operating Telfer gold-copper mine and its 100% interest in Havieron, a
 high-grade gold-copper deposit, both located in the Paterson Province in
 Western Australia.

 In addition to its wholly owned interests in Havieron and Telfer, the
 Greatland Group holds a significant portfolio of interests in precious and
 base metals focused exploration tenements in Western Australia.

 Vision and Strategy

 The Greatland Group aspires to become a profitable multi-mine resources
 company by focusing on the responsible and sustainable discovery, development,
 extraction, processing and sale of precious and base metals.

 The Greatland Group's strategy is to renew and develop an integrated
 Telfer-Havieron mining and processing operation, with the intention of
 creating a generational gold-copper mining complex. To help achieve this, the
 Greatland Group is focused on the following:

 ·    Continue to operate Telfer profitably;

 ·    Extend the current Telfer 2-Year Outlook;

 ·    Develop and optimise Havieron through to production; and

 ·    Leverage Telfer infrastructure with a 'hub and spoke' strategy in the
 Paterson region to supplement Havieron production.

 Operations

 Telfer

 Telfer is an operating gold-copper mine located in the Paterson Province of
 the East Pilbara region in Western Australia, with the third largest
 gold-copper processing capacity in Australia.

 Telfer is a fly-in fly-out mine with both open pit and underground mining
 operations, an established workforce and significant infrastructure. Gold and
 copper are produced by a large processing facility comprising two 10Mtpa
 capacity trains, totaling 20Mtpa in nominal capacity, that produces Gold
 doré, copper concentrate, gold middlings high-grade concentrate.

 In March 2025, the Greatland Group announced an updated 2024 Group Mineral
 Resource Statement. Ore from Telfer is currently being mined from the West
 Dome open pit and the Main Dome underground. In April 2025, the Greatland
 Group announced an Ore Reserve estimate for Telfer and also announced a Telfer
 2-Year Outlook, a Production Target for Telfer production across FY26 and FY27
 (for the period from 1 July 2025 to 30 June 2027). The Greatland Group is
 assessing a number of opportunities to extend this Telfer 2-Year Outlook.

 Telfer's strategic positioning in the Paterson region, with existing
 infrastructure and processing capacity, de-risks, expedites and reduces the
 cost of completing Havieron's development. As the only operating processing
 infrastructure in the Paterson region with surplus capacity, Telfer enables a
 'hub and spoke' strategy to incorporate accretive regional opportunities.

 Havieron

 Havieron is a world-class, brownfield, high grade underground, long-life,
 gold-copper development project located approximately 45km to the east of
 Telfer in the Paterson province of Western Australia.

 The Havieron deposit was discovered by the Greatland Group in 2018. It is one
 of the largest high-grade gold discoveries in Australia of the last 20 years.

 Total development at Havieron now exceeds 3,060m, including over 2,110m of
 advance in the main access decline. There is approximately 80 vertical metres
 of development remaining before the decline reaches the base of the Permian
 cover and top of the Havieron orebody at around 420 vertical metres.
 Accordingly, over 80% of vertical distance is complete in terms of reaching
 the top of the Havieron ore body. Underground development is currently paused
 prior to development through the third and final lower confined aquifer that
 the decline passes through before reaching the ore body. Recommencement of the
 underground development is not currently on the overall project development
 critical path under the mine development plan.

 The Greatland Group is currently preparing a Havieron Feasibility Study due to
 be completed in the December 2025 quarter which will assess a significantly
 expanded Havieron mining rate, increasing from an initial (post ramp-up)
 2.8Mtpa mining rate up to between 4.0 - 4.5Mtpa, by development of an
 underground crusher and material handling system, with gold production from
 Havieron expected to begin during FY28.

 Further detailed information relating to the Greatland Group's business is set
 out in the Australian Prospectus published by Greatland Resources on 23 May
 2025.
 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):
 TBC fully paid ordinary shares of no par value ("Ordinary Shares")

 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:
 An initial public offer of Ordinary Shares is being made by Greatland
 Resources pursuant to and as set out in the Australian Prospectus, to raise
 gross proceeds of up to approximately A$50 million (approximately £24.2
 million) (Primary Offer).

 Up to a further 66,729,557 Ordinary Shares are also offered for sale pursuant
 to, and as set out in, the Australian Prospectus, representing half of the
 Ordinary Shares that Newmont NOL Pty Ltd (a subsidiary of Newmont Corporation)
 will be issued under the Scheme (Secondary Offer).

 The Primary Offer and Secondary Offer will be made at the same price and on
 the same terms, pursuant to and as set out in the Australian Prospectus.  The
 Primary Offer and Secondary Offer are not underwritten.

 A separate offer of Ordinary Shares (not made under the Australian Prospectus)
 will be made to existing Greatland Gold plc shareholders and new investors
 located in the UK, to raise gross proceeds of up to approximately £6.7
 million (approximately A$14 million) (UK Retail Offer). The UK Retail Offer
 will be conducted through RetailBook. The UK Retail Offer will be a separate
 offer of Greatland Resources and will be made under a prospectus exemption in
 the United Kingdom.

 The anticipated market capitalisation of Greatland Resources on Admission is
 expected to be A$3,421 million (£1,653 million), based on the Illustrative
 Offer Price of A$5.08 per Ordinary Share as outlined in the Prospectus
 published on 23 May May 2025, and assuming the Primary Offer and UK Retail
 Offer are fully subscribed.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 21.60%
 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:
 Application has been made for the admission of the Ordinary Shares to the
 official list of ASX.  Admission to the official list of the ASX is expected
 to occur on 23 June 2025 and quotation on and dealings in Ordinary Shares is
 expected to be effective on the ASX on 24 June 2025.
 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 No.
 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 shareholding prior to admission  Percentage shareholding following admission
 Newmont Corporation                     20.19                                       TBC
 Wyloo Consolidated Investments Pty Ltd  8.36                                        TBC
 Tembo Capital Holdings Guernsey Ltd     6.03                                        TBC
 Firetrail Investments Pty Limited       4.87                                        TBC
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 Other than as disclosed in the Admission Document dated 10 September 2024, the
 Supplementary Admission Document dated 3 December 2024 and the Prospectus
 dated 23 May 2025:

 Herbert Smith Freehills

 (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)         30 June

 (ii)         31 December 2024

 (iii)        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

 Annual Report for the year ending 30 June 2026 - by 31 December 2026

 EXPECTED ADMISSION DATE:
 23 June 2025
 NAME AND ADDRESS OF NOMINATED ADVISER:
 SPARK Advisory Partners Limited

 5 St. John's Lane, London EC1M 4BH
 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:
 n/a
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 Corporate Governance Principles and Recommendations (4(th) Edition) as
 published by the ASX Corporate Governance Council.
 DATE OF NOTIFICATION:
 23 May 2025
 NEW/ UPDATE:
 New
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
 HAVE BEEN TRADED:
 Greatland Resources will be, following the implementation of the Scheme of
 Arrangement, the new holding company for Greatland Gold plc which has been
 admitted to trading on AIM since 3 July 2006.

 Greatland Resources is expected to be admitted to the official list of the ASX
 on 23 June 2025 and trading in the Ordinary Shares in Greatland Resources is
 expected to commence on ASX on 24 June 2025.
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
 Greatland Gold plc was first listed on AIM on 3 July 2006.

 Trading in the Ordinary Shares in Greatland Resources is expected to commence
 on ASX on 24 June 2025.
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
 ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
 SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
 BREACH:
 Confirmed.
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
 APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
 ITS SECURITIES SO TRADED) ARE AVAILABLE:
 https://greatland.com.au
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, INTHE CASE
 OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
 The purpose of introducing Greatland Resources as a new holding company is to
 facilitate a cross listing on both AIM and the ASX and to target the other
 benefits set out in the Australian Prospectus published by Greatland Resources
 on 23 May 2025.

 There will be no change in operational strategy as a result of the cross
 listing.
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
 THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
 FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
 On 10 September 2024, Greatland Gold plc published an admission document in
 relation to the acquisition from certain Newmont Corporation subsidiaries
 ("Newmont") of their 70% ownership interest in the Havieron gold-copper
 project ("Havieron"), 100% ownership of the Telfer gold-copper mine
 ("Telfer"), and other related interests in assets in the Paterson region (the
 "Acquisition"), to be funded by a fully underwritten institutional placing
 raising of US$325 million (c. £248.6 million) (the "Institutional Placing")
 and a retail offer raising of US$8.8 million (c. £6.7 million) (the "Retail
 Offer"), including commitments of approximately £0.3 million from certain
 Directors of Greatland Gold plc.

 These proposals were approved at a general meeting on 30 September 2024 and on
 1 October 2024, new Greatland Gold plc ordinary shares were issued under the
 Institutional Placing and Retail Offer and admitted to trading, comprising
 5,179,010,416 Greatland Gold plc ordinary shares for the Institutional Placing
 and 140,725,613 Greatland Gold plc ordinary shares for the Retail Offer.

 On 4 December 2024, Greatland Gold plc announced that it had completed the
 Acquisition ("Acquisition Completion") and had paid the upfront cash
 consideration of approximately US$167.0 million (£130.2 million) (comprising
 approximately US$155.1 million initial cash consideration and certain
 estimated purchase price adjustments) and US$167.5 million consideration in
 the form of 2,669,182,291 Greatland Gold plc ordinary shares issued to Newmont
 based on the issue price of the Institutional Placing. The fair value of the
 shares issued at Acquisition Completion was approximately £200.2 million
 based on the Greatland Gold plc share price on 4 December 2024.

 At Acquisition Completion, Greatland also agreed to pay up to a maximum of
 US$100 million in deferred cash consideration to Newmont on the first five
 years of Havieron gold production, contingent on certain price hurdles.  At
 Acquisition Completion, Greatland Gold plc repaid debt of approximately
 US$52.4 million (£41.4 million), being the entire outstanding balance of the
 former Havieron joint venture loan made available by Newmont, and the loan has
 been terminated.

 On 3 December 2024, Greatland Gold plc executed a facility agreement with a
 syndicate of banks in respect of a working capital facility (A$75 million) and
 contingent instrument facility (A$25 million). As at 21 May 2025, the working
 capital facility remained undrawn and approximately A$8.5 million remained
 available under the contingent instrument facility.

 For the March 2025 Quarter, Greatland Gold plc generated free cash flow
 of A$253 million and had a A$398 million cash balance at 31 March
 2025 (A$145.0 million at 31 December 2024) arising from operations at
 Telfer.

 On 15 April 2025, Greatland Gold plc announced an updated Telfer Ore Reserve
 and an updated Telfer 2-year Outlook to extend dual-train production through
 FY27.

 On 22 April 2025, Greatland Gold plc announced the surrender of 497,700,000
 director and employee share options and pursuant to the proposals set out in
 that announcement, on 19 May 2025 Greatland Gold plc issued 139,248,894 new
 ordinary shares.

 On 16 October 2024 and 25 April 2025, Greatland Gold plc announced the award
 of performance rights which had been disclosed in the Admission Document dated
 10 September 2024.
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
 THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
 LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
 The directors of Greatland Resources Limited have no reason to believe that
 the working capital available to it or its group will be insufficient for at
 least 12 months from the date of AIM Admission.

 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
 No lock-in arrangements pursuant to Rule 7 of the AIM Rules are to be
 effected.
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
 SECURITIES:
 The Ordinary Shares will not be represented by a physical share certificate,
 but will be held on the Australian share register in Uncertificated form.

 Settlement in relation to trading on AIM will be in the form of Depositary
 Interests representing Ordinary Shares in Greatland Resources and settled in
 CREST.

 Settlement in relation to trading on ASX will be through CHESS, the paperless
 settlement system operated by ASX.

 Settlement in certificated form will not be possible.
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:
 https://greatland.com.au
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
 CURRENTLY PUBLIC:
 See the Appendix to this Schedule One announcement, available at:

 https://greatland.com.au
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
 AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
 PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE
 PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
 19:
 https://greatland.com.au
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
 Nil

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

Other than as disclosed in the Admission Document dated 10 September 2024, the
Supplementary Admission Document dated 3 December 2024 and the Prospectus
dated 23 May 2025:

 

Herbert Smith Freehills

 

(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)         30 June

(ii)         31 December 2024

(iii)        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

Annual Report for the year ending 30 June 2026 - by 31 December 2026

 

EXPECTED ADMISSION DATE:

23 June 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St. John's Lane, London EC1M 4BH

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:

n/a

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

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

DATE OF NOTIFICATION:

23 May 2025

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:

Greatland Resources will be, following the implementation of the Scheme of
Arrangement, the new holding company for Greatland Gold plc which has been
admitted to trading on AIM since 3 July 2006.

Greatland Resources is expected to be admitted to the official list of the ASX
on 23 June 2025 and trading in the Ordinary Shares in Greatland Resources is
expected to commence on ASX on 24 June 2025.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

Greatland Gold plc was first listed on AIM on 3 July 2006.

Trading in the Ordinary Shares in Greatland Resources is expected to commence
on ASX on 24 June 2025.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:

Confirmed.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://greatland.com.au

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, INTHE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The purpose of introducing Greatland Resources as a new holding company is to
facilitate a cross listing on both AIM and the ASX and to target the other
benefits set out in the Australian Prospectus published by Greatland Resources
on 23 May 2025.

There will be no change in operational strategy as a result of the cross
listing.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

On 10 September 2024, Greatland Gold plc published an admission document in
relation to the acquisition from certain Newmont Corporation subsidiaries
("Newmont") of their 70% ownership interest in the Havieron gold-copper
project ("Havieron"), 100% ownership of the Telfer gold-copper mine
("Telfer"), and other related interests in assets in the Paterson region (the
"Acquisition"), to be funded by a fully underwritten institutional placing
raising of US$325 million (c. £248.6 million) (the "Institutional Placing")
and a retail offer raising of US$8.8 million (c. £6.7 million) (the "Retail
Offer"), including commitments of approximately £0.3 million from certain
Directors of Greatland Gold plc.

These proposals were approved at a general meeting on 30 September 2024 and on
1 October 2024, new Greatland Gold plc ordinary shares were issued under the
Institutional Placing and Retail Offer and admitted to trading, comprising
5,179,010,416 Greatland Gold plc ordinary shares for the Institutional Placing
and 140,725,613 Greatland Gold plc ordinary shares for the Retail Offer.

On 4 December 2024, Greatland Gold plc announced that it had completed the
Acquisition ("Acquisition Completion") and had paid the upfront cash
consideration of approximately US$167.0 million (£130.2 million) (comprising
approximately US$155.1 million initial cash consideration and certain
estimated purchase price adjustments) and US$167.5 million consideration in
the form of 2,669,182,291 Greatland Gold plc ordinary shares issued to Newmont
based on the issue price of the Institutional Placing. The fair value of the
shares issued at Acquisition Completion was approximately £200.2 million
based on the Greatland Gold plc share price on 4 December 2024.

At Acquisition Completion, Greatland also agreed to pay up to a maximum of
US$100 million in deferred cash consideration to Newmont on the first five
years of Havieron gold production, contingent on certain price hurdles.  At
Acquisition Completion, Greatland Gold plc repaid debt of approximately
US$52.4 million (£41.4 million), being the entire outstanding balance of the
former Havieron joint venture loan made available by Newmont, and the loan has
been terminated.

On 3 December 2024, Greatland Gold plc executed a facility agreement with a
syndicate of banks in respect of a working capital facility (A$75 million) and
contingent instrument facility (A$25 million). As at 21 May 2025, the working
capital facility remained undrawn and approximately A$8.5 million remained
available under the contingent instrument facility.

For the March 2025 Quarter, Greatland Gold plc generated free cash flow
of A$253 million and had a A$398 million cash balance at 31 March
2025 (A$145.0 million at 31 December 2024) arising from operations at
Telfer.

On 15 April 2025, Greatland Gold plc announced an updated Telfer Ore Reserve
and an updated Telfer 2-year Outlook to extend dual-train production through
FY27.

On 22 April 2025, Greatland Gold plc announced the surrender of 497,700,000
director and employee share options and pursuant to the proposals set out in
that announcement, on 19 May 2025 Greatland Gold plc issued 139,248,894 new
ordinary shares.

On 16 October 2024 and 25 April 2025, Greatland Gold plc announced the award
of performance rights which had been disclosed in the Admission Document dated
10 September 2024.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The directors of Greatland Resources Limited have no reason to believe that
the working capital available to it or its group will be insufficient for at
least 12 months from the date of AIM Admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

No lock-in arrangements pursuant to Rule 7 of the AIM Rules are to be
effected.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:

The Ordinary Shares will not be represented by a physical share certificate,
but will be held on the Australian share register in Uncertificated form.

Settlement in relation to trading on AIM will be in the form of Depositary
Interests representing Ordinary Shares in Greatland Resources and settled in
CREST.

Settlement in relation to trading on ASX will be through CHESS, the paperless
settlement system operated by ASX.

Settlement in certificated form will not be possible.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:

https://greatland.com.au

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:

See the Appendix to this Schedule One announcement, available at:

https://greatland.com.au

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE
PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
19:

https://greatland.com.au

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

Nil

 

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