REG - Greatland Gold PLC - Debt facilities executed with banking syndicate

Greatland GoldAnnouncement

03/12/2024 07:00

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RNS Number : 5768O  Greatland Gold PLC  03 December 2024

Greatland Gold plc (AIM: GGP)

E: info@greatlandgold.com

W: https://greatlandgold.com

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 3 December 2024

 

 

Debt facilities executed with banking syndicate

 

A$100 million Syndicated Facility Agreement signed with ANZ, HSBC and ING

 

 

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.

 

Highlights

 

§ Syndicated Facility Agreement signed with leading Australian and
international natural resource banks ANZ, HSBC and ING for A$100 million in
Debt Facilities

 

§ Debt Facilities provide additional liquidity and flexibility for working
capital requirements for the operation of the Telfer gold-copper mine,
augmenting the existing equity funded working capital successfully raised in
connection with the Acquisition

 

§ Gold price downside protection secured by the purchase of gold put options
for 100,000 ounces of future Telfer gold production at a weighted average
price of A$3,887.50 per ounce with expiry dates variously through to December
2025. The options are a right to deliver, but not an obligation, meaning
Greatland retains all gold price upside exposure across 100% of Telfer
production volumes

 

Background

 

On 10 September 2024, Greatland Gold plc (AIM:GGP; Greatland or Company)
announced the acquisition of 100% ownership of the Havieron gold-copper
project (Havieron), the Telfer gold-copper mine (Telfer), and other related
assets and interests in the Paterson region from Newmont Corporation
(NYSE:NEM) (Acquisition).

 

As described in the Company's admission document dated 10 September 2024, on
that date Greatland entered into a legally binding commitment letter with a
syndicate of banks comprising ANZ, HSBC and ING (the Banks) in respect of a
A$75 million working capital facility and a A$25 million contingent instrument
facility (together, the Debt Facilities) and associated hedging facilities.

 

Greatland is pleased to announce that it has executed a full form facility
agreement and related documentation with ANZ, HSBC and ING (the Syndicated
Facility Agreement), establishing the Debt Facilities.

 

Satisfaction of customary conditions precedent and financial close of the Debt
Facilities is targeted in December 2024 following Acquisition completion,
after which Greatland will be able to draw down the Debt Facilities.  The
conditions to financial close must be satisfied by 5 February 2025.

 

Syndicated Facility Agreement

Greatland Pty Ltd, Greatland Holdings Group Pty Ltd and the Company executed a
Syndicated Facility Agreement and related documentation on 3 December 2024
with ANZ, HSBC and ING, in respect of the Debt Facilities.  Key terms of the
Syndicated Facility Agreement are as follows.

 

 Aspect                 Working Capital Facility                                                        Contingent Instrument Facility
 Borrower               Greatland Pty Ltd
 Guarantors             Greatland Gold plc and Greatland Holdings Group Pty Ltd
 Lenders                Australia and New Zealand Banking Group Limited (ANZ), The Hongkong and         ANZ and HSBC
                        Shanghai Banking Corporation Limited, Sydney Branch (HSBC), ING Bank
                        (Australia) Limited (ING)
 Commitment             A$75 million                                                                    A$25 million
 Use of Proceeds        ·      Costs and expenses including working capital for the operation of        ·      Issue contingent instruments such as bank guarantees, performance
                        Telfer                                                                          guarantees and other contingent instruments in favour of counterparties to key

                                                                               contracts for Telfer and Havieron
                        ·      Early development works, study costs (including the Greatland
                        Feasibility Study for Havieron) and other similar costs of Havieron

                        ·      Corporate costs and similar expenses, and costs, fees and
                        expenses in connection with the Working Capital Facilities
 Interest               Bank Bill Swap Bid Rate (BBSY) plus an agreed margin                            Agreed fixed rates in respect of financial guarantees and performance
                                                                                                        guarantees, payable quarterly in arrears
 Fees                   ·      Up-front fee calculated as an agreed percentage of the total             ·      Up-front fee calculated as an agreed percentage of the total
                        commitments, payable on financial close                                         commitments, payable on financial close

                        ·      An undrawn commitment fee of 40% of the margin on the undrawn            ·      Undrawn commitment fee calculated as an agreed percentage on the
                        amount available, accrues from financial close and is payable quarterly in      undrawn amount available accrues from financial close and is payable quarterly
                        arrears                                                                         in arrears
 Maturity               1 December 2025                                                                 Earlier of 31 December 2027 and 36 months after financial close
 Repayment              Revolving                                                                       N/A

                        Quarterly repayments may be made, repaid amounts available for redraw until
                        maturity
 Security               Senior secured

                        Secured by:

                        ·      all present and after acquired property of Greatland Pty Ltd

                        ·      security granted by Greatland Holdings Group Pty Ltd over its
                        shares in Greatland Pty Ltd and its rights in subordinated loans owed by
                        Greatland Pty Ltd and a featherweight security (similar to a floating charge)
                        over its other present and after acquired property

                        ·      mining mortgages over key tenements of Greatland Pty Ltd

                        ·      subject to obtaining consent from third parties, real property
                        mortgages over key leases.
 Mandatory prepayments  Customary mandatory prepayments including illegality and insurance proceeds
                        and mandatory prepayment for warranty claims relating to the Acquisition
 Governing Law          Western Australia
 Other                  Customary representations, undertakings, review events, and events of default
                        for a debt facility of this nature, and certain other ongoing obligations

 

Gold puts hedging program

 

Separately, Greatland has purchased put options from the Banks in respect of
100,000 ounces of Telfer gold production volumes. The weighted average strike
price of the put options is A$3,887.50 per ounce with a series of expiry dates
through to December 2025 as detailed in the table below. Greatland expects to,
in due course, hedge a further 50,000 ounces of Telfer gold production volumes
via put options.

 

Importantly, the put options establish a price level at which Greatland would
have the right, but not obligation, to sell gold, therefore providing a
minimum downside price protection for the protected ounces while retaining
full upside exposure to the gold price across 100% of Telfer production
volumes.

 

 

 Quarter End Date  Gold Volumes Under              Put Options (koz)               Average Blended                       Strike Price
 31-Mar-2025       22,664                                                          3,887.50
 30-Jun-2025       30,868                                                          3,887.50
 30-Sep-2025       25,940                                                          3,887.50
 31-Dec-2025       20,528                                                          3,887.50
 Total             100,000                                                         3,887.50

 

 

Greatland Chief Financial Officer, Dean Horton, commented: "We are pleased to
have executed the A$100 million Syndicated Facility Agreement with our leading
Australian and international natural resource banking syndicate of ANZ, ING
and HSBC.  Greatland appreciates the support of these leading banks, who have
been important partners since 2022 as we have evolved from a developer to,
very soon, a producer."

 

"Together with the equity funded working capital successfully raised for the
Telfer-Havieron acquisition, the Syndicated Facility Agreement provides
important liquidity and financial flexibility for Greatland's working capital
requirements ahead of taking ownership of the substantial Telfer-Havieron
gold-copper mine."

 

 

Contact

 

For further information, please contact:

 

Greatland Gold plc

Shaun Day, Managing Director  |  Rowan Krasnoff, Head of Business
Development

info@greatlandgold.com

 

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

Berenberg  |  Matthew Armitt / Jennifer Lee  |  +44 203 368 3550

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

 

Media Relations

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

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

 

About Greatland

 

Greatland is a mining development and exploration company focused primarily on
precious and base metals.

 

Havieron is located approximately 45km east of the Telfer gold mine. The box
cut and decline to the Havieron orebody commenced in February 2021. Total
development exceeds 3,060m including over 2,110m of advance in the main access
decline (as at 30 June 2024).  Havieron is intended to leverage the existing
Telfer infrastructure and processing plant, which would de-risk the
development and reduces capital expenditure.

 

On 10 September 2024, Greatland announced that certain of its wholly owned
subsidiaries had entered into a binding agreement with certain Newmont
Corporation subsidiaries to acquire, subject to certain conditions being
satisfied, a 70% ownership interest in the Havieron gold-copper project
(consolidating Greatland's ownership of Havieron to 100%), 100% ownership of
the Telfer gold-copper mine, and other related interests in assets in the
Paterson region. Completion of the acquisition is subject to the satisfaction
of certain conditions precedent and is scheduled to occur on 4 December 2024.

 

Greatland has a proven track record of discovery and exploration success and
is pursuing the next generation of tier-one mineral deposits by applying
advanced exploration techniques in under-explored regions. Greatland has a
number of exploration projects across Western Australia and in parallel to the
development of Havieron is focused on becoming a multi-commodity miner of
significant scale.

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