REG - Greatland Gold PLC - ASX listing update

Greatland GoldAnnouncement

23/05/2025 08:15

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RNS Number : 9534J  Greatland Gold PLC  23 May 2025

Greatland Gold plc (AIM: GGP)

E: info@greatland.com.au

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

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 23 May 2025

 

 

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

 

ASX listing update

 

Greatland Resources Limited ("Greatland Resources") Prospectus lodged

with ASIC and ASX

 

Initial public offer of Greatland Resources shares on ASX to raise up to A$50
million

 

UK retail offer of Greatland Resources shares on AIM to raise up to A$14
million

 

Greatland Resources AIM Schedule 1 and Appendix published

 

 

Greatland Gold plc (AIM:GGP) (Greatland Gold or the Company) is pleased to
announce that Greatland Resources Limited (Greatland Resources) has today
lodged its prospectus (Prospectus) with the Australian Securities &
Investments Commission (ASIC) and the Australian Securities Exchange (ASX) in
respect of the proposed listing of Greatland Resources on the ASX (ASX
Listing) and the Offer of Greatland Resources Shares (see further detail
below), as the Group pursues a cross-listing on the ASX and AIM.

 

Lodgement of Greatland Resources' prospectus today follows approval by
Greatland Gold shareholders on 12 May 2025 of the scheme of arrangement under
Part 26 of the Companies Act 2006 (Scheme) proposed to be made between
Greatland Gold and the holders of the ordinary shares on issue in Greatland
Gold at the Scheme Record Time (as defined in the scheme document dated 24
April 2025 (Scheme Document)) (Scheme Shareholders).

 

Greatland Resources has also published today the Schedule 1 and Appendix in
connection with its application for the admission of the Greatland Resources
Shares to trading on AIM (AIM Admission).  Both the Prospectus and the
Schedule 1 and Appendix are available on the Company's website at
http://www.greatland.com.au (http://www.greatland.com.au) .

 

Subject to the Scheme being sanctioned by the Court and other conditions to
the implementation of the Scheme being satisfied, upon implementation of the
Scheme which is expected to occur on 20 June 2025, Scheme Shareholders will be
issued one ordinary share in Greatland Resources (Greatland Resources Share)
for every 20 Greatland Gold shares that they hold. The AIM Admission of
Greatland Resources Shares is expected to occur on 23 June 2025 and the
expected quotation of Greatland Resources Shares on the ASX is expected to
occur on 24 June 2025.

 

Offer of Greatland Resources Shares under the ASX Listing

 

An initial public offer of Greatland Resources Shares is being made by
Greatland Resources pursuant to and as set out in the 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 Greatland Resources Shares are also offered for
sale pursuant to, and as set out in, the Prospectus, representing half of the
Greatland Resources Shares that Newmont NOL Pty Ltd (a subsidiary of Newmont
Corporation) (Newmont) will be issued under the Scheme (Secondary Offer). The
Secondary Offer is made by Bright SaleCo Limited (SaleCo), a special purpose
vehicle incorporated to enable the potential Secondary Offer.

 

The Primary Offer and Secondary Offer will be made at the same price (Offer
Price) and on the same terms, pursuant to and as set out in the Prospectus,
and together they are referred to as the Offer in this announcement. The Offer
is not underwritten.

 

The Offer is being made to (i) institutional investors in Australia, New
Zealand and certain other eligible jurisdictions (the Institutional Offer);
and (ii) to Australian resident retail clients of participating brokers (the
Broker Firm Offer).

 

The Offer Price has not been determined yet and will only be determined at the
conclusion of the Institutional Offer bookbuild which is expected to occur
from 16 June 2025 to 17 June 2025.

 

The number of Greatland Resources Shares to be issued pursuant to the Primary
Offer will depend on the Offer Price. The determination of the number of
Greatland Resources Shares that are sold pursuant to the Secondary Offer (if
any) will be made by SaleCo, having regard to Offer demand and expected
pricing.

 

Further information about the Offer is contained in the Prospectus. Anyone who
wants to acquire, and who may be eligible to acquire, securities in Greatland
Resources under the Prospectus will need to complete the application form that
will accompany the Prospectus and otherwise in accordance with the Prospectus.

 

Appointments & Offer Management Agreement and Related Party Transaction

 

In respect of the ASX Listing and the Offer, the Company and Greatland
Resources have appointed:

 

§ Merrill Lynch Equities (Australia) Limited (BofA Securities), Barrenjoey
Markets Pty Limited (Barrenjoey) and Canaccord Genuity (Australia) Limited
(Canaccord) as Joint Lead Managers (together, the Joint Lead Managers); and

 

§ Sternship Advisers Pty Ltd (Sternship) and Argonaut Securities Pty Limited
(Argonaut) as Co-Managers.

 

The Company has also entered into an offer management agreement with Greatland
Resources, SaleCo, BofA Securities, Barrenjoey and Canaccord (the Offer
Management Agreement) on normal market terms, pursuant to which the Joint Lead
Managers will arrange and manage the Offer and provide settlement support for
the Institutional Offer and Broker Firm Offer. The Joint Lead Managers have
not agreed to underwrite the Offer and do not guarantee that the Offer will be
successful.

 

As the directors of the Company are all also directors of one or both of
Greatland Resources and SaleCo. the entry into of the Offer Management
Agreement constitutes a related party transaction under rule 13 of the AIM
Rules.  As there are no independent directors for this transaction, SPARK
Advisory Partners Limited, acting in its capacity as the Company's nominated
adviser, confirms that it considers the terms of the Offer Management
Agreement are fair and reasonable insofar as the Company's Shareholders are
concerned.

 

UK Retail Offer

 

A separate offer of Greatland Resources Shares (not made under the Prospectus)
will be made to existing Greatland Gold 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 Joint Lead
Managers are not acting for the Company or Greatland Resources with respect to
the UK Retail Offer.

 

The Greatland Resources Shares subscribed for by such investors will be
admitted to trading on AIM at the same time as the other Greatland Resources
Shares are admitted to trading on AIM, currently expected to be 23 June 2025.

 

The UK Retail Offer is expected to open on 2 June 2025 and close on 17 June
2025.  Further details of the UK Retail Offer and how investors located in
the UK may participate will be announced separately by the Company.

 

Expected Timetable of Principal Events

 

The Scheme remains subject to the satisfaction or (where applicable) waiver of
the remaining Conditions (as set out in paragraph 5 of Part II of the Scheme
Document), including the Court sanctioning the Scheme at the Scheme Sanction
Hearing, which is expected to be held on 18 June 2025.

 

The expected timetable of the remaining principal events for the
implementation of the Scheme remains as set out in the announcement made by
Greatland Gold plc on 12 May 2025 and is also set out below. Any updates to
the expected timetable will be announced through RNS.

 

For context, additional principal events in respect of the Greatland Resources
ASX Listing and Offer have also been included in the timetable below.

 

The times and dates set out in the timetable below are based on the Company's
current expectations and are subject to change. If the scheduled date of the
Court Hearing is changed, the Company will give adequate notice of the change
by issuing an announcement through RNS and via the Company's website. Any
changes to other times or dates indicated below may, in the Company's
discretion, be notified in the same manner. All Shareholders have the right to
attend the Court Hearing.

 

Unless otherwise stated, all references to times and dates above and in this
document are to BST.

 

 Item                                                                           Date and time
 Lodgment of Prospectus with ASIC,                                              23 May 2025

 AIM Schedule 1 and Appendix published
 Broker Firm Offer opens                                                        2 June 2025
 UK Retail Offer opens                                                          2 June 2025
 Broker Firm Offer closes                                                       13 June 2025
 UK Retail Offer closes                                                         17 June 2025
 Institutional Offer bookbuild to determine Offer Price                         16 - 17 June 2025
 Second UK Court Hearing                                                        18 June 2025
 Last day of dealings in, and for registration of transfers of, Greatland Gold  19 June 2025
 shares
 Scheme Record Time                                                             Close of business on 19 June 2025
 Scheme Effective Date                                                          20 June 2025
 Trading in Greatland Gold shares suspended on AIM                              7.30 a.m. on 20 June 2025
 Scheme Effective Time                                                          6.00 p.m. on 20 June 2025
 Issuance of Greatland Resources Shares                                         20 June 2025
 Cancellation of Admission of Greatland Gold shares to trading on AIM           7:00 a.m. on 23 June 2025
 Admission of, and dealings commence in, the Greatland Resources Shares on AIM  8.00 a.m. 23 June 2025
 Crediting of Depositary Interests representing the Greatland Resources Shares  23 June 2025
 to CREST accounts
 Expected quotation of Greatland Resources Shares on ASX                        24 June 2025
 Quotation on and dealings become effective on the ASX                          24 June 2025
 Dispatch of holding statements for Greatland Resources Shares                  By 24 June 2025
 Dispatch of holding statements for Greatland Resources Limited CSN Facility    By 27 June 2025

 

 

Contact

 

For further information, please contact:

 

Greatland Gold plc

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

 

The Greatland portfolio includes the 100% owned Telfer gold-copper mine, the
adjacent 100% owned world class Havieron gold-copper project (under
development), 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.

 

The group is targeting a cross listing on the ASX and AIM in June 2025.

Except as required by law, and only to the extent so required, none of
Greatland Gold or its related bodies corporate or affiliates, or any of each
of their securityholders, directors, officers, employees, partners,
consultants, contractors, agents or advisers (together, the Beneficiaries) or
BofA Securities, Barrenjoey or Canaccord as financial advisers (Financial
Advisers) or their respective Beneficiaries nor any other person, warrants or
guarantees the future performance of Greatland Gold or any return on any
investment made pursuant to this announcement. The Financial Advisers have not
authorised, permitted or caused the issue, lodgment, dispatch or provision of
this announcement and do not make or purport to make any statement in it and
there is no statement in this announcement which is based on any statement by
a Financial Adviser. The Financial Advisers and their respective
Beneficiaries, to the maximum extent permitted by law, expressly disclaim all
liabilities in respect of, make no representation regarding, and take no
responsibility for, any part of this announcement and make no representation
or warranty (express or implied) as to the currency, accuracy, reliability,
reasonableness or completeness of this announcement.

 

This announcement and the information contained herein is 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.

 

The Offer has not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the Securities Act) or under the applicable state
securities laws of the United States and may not be offered or sold directly
or indirectly in or into the United States. The Offer is being offered and
sold only in "offshore transactions" as defined in, and in reliance on,
Regulation S under the Securities Act. There will be no public offer of
Greatland Resources Shares in the United States.

 

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