REG - Greatland Gold PLC - Final Results and Publication of Annual Report
18/11/2024 11:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241118:nRSR6372Ma&default-theme=true
RNS Number : 6372M Greatland Gold PLC 18 November 2024
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 18 November 2024
Final Results and Publication of Annual Report
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.
Greatland Gold plc (AIM:GGP) (Greatland or the Company) is pleased to announce
its audited financial results for the year ended 30 June 2024.
Highlights
Transformational acquisition of 100% of Havieron and Telfer (post year end)
§ On 10 September 2024, Greatland announced the acquisition of 100% ownership
of the Havieron gold-copper project, the Telfer gold-copper mine, and other
related assets and interests in the Paterson region from Newmont Corporation
(NYSE:NEM) (Acquisition)
§ Total consideration and loan repayment of up to US$475 million including
US$155.1 million cash, US$52.4 million joint venture loan repayment, US$167.5
million Greatland shares and US$100 million deferred contingent payments
§ Greatland successfully raised US$334 million (c. £255.3 million) in equity
funding through an institutional placing and retail offer, to fund the
Acquisition and other uses
§ Debt financing support with Tier 1 banks ANZ, ING and HSBC:
§ Commitment letter for A$75 million working capital facility and A$25
million contingent instrument facility
§ Letter of support for A$750 million project finance facilities to complete
the development of Havieron
§ Significant and highly skilled Telfer workforce will join Greatland,
preserving the existing capability, expertise and knowledge to enable
continuity of efficient operations following Acquisition completion
§ Acquisition targeted to complete by early December 2024
§ Greatland will emerge from the acquisition as a significant Australian gold
and copper producer at Telfer, owner of Australia's second largest gold-copper
development project at Havieron, and owner of the only operating processing
plant in the Paterson region with a significant regional exploration portfolio
Havieron
§ Welcomed the world's largest gold miner, Newmont Corporation (NYSE:NEM) as
Havieron joint venture partner in November 2023
§ Completed an updated Mineral Resource Estimate (MRE) for Havieron in
December 2023, outlining an increase in the total gold equivalent (AuEq)
content to 8.4Moz, a 29% increase from Greatland's March 2022 MRE
§ Havieron access decline development progressed to over 3,060 meters,
including more than 2,110 meters in the main access decline
§ Feasibility study to be completed by Greatland within 12 months from
Acquisition completion
Greatland Managing Director, Shaun Day, commented: "It has been a truly
transformative period for Greatland and our flagship Havieron gold-copper
project. Thanks to a huge amount of work by our Greatland team and a highly
collaborative approach by our Havieron joint venture partner Newmont
throughout the year, we have been able to seize a compelling and strategic
opportunity to consolidate 100% ownership of Havieron and Telfer.
"The acquisition, announced on 10 September 2024 and targeted to complete by
early December, will make Greatland a significant Australian gold and copper
producer with one of the country's best development projects."
"The acquisition of Telfer provides a de-risked near term mine plan with
substantial ore stockpiles at surface, and attractive mine life extension
opportunities. Telfer's production is expected to generate free cash flow,
supporting the development of Havieron."
"Ownership of the Telfer infrastructure substantially de-risks and reduces the
cost of completing Havieron's development, and enhances the potential value of
exploration success in our extensive Paterson exploration portfolio. We are
well positioned to build a generational mining complex and create value for
our shareholders."
Publication of Annual Report
The 2024 Annual Report is available for download on our website at
https://greatlandgold.com/investors/results/ and will be mailed to registered
shareholders.
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 targeted to occur during
Q4 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
CHAIRMAN'S STATEMENT
I am pleased to present this Chairman's Statement for Greatland and its
consolidated group (Greatland or the Group) for the year ended 30 June 2024.
Together with my fellow Directors, I would like to acknowledge what has been a
pivotal and tremendous period for Greatland. This progress continues to
position Greatland as one of the mining industry's most exciting growth
stories.
Greatland 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. Our strategy to
achieve this growth is built on three horizons:
· continued advancement of the world class Havieron gold-copper
project through to production;
· exploration to identify new precious and base metals deposits
with a particular focus on the highly prospective Paterson Province of Western
Australia; and
· disciplined assessment and, where compelling, pursuit of new
investment and acquisition opportunities in the resources sector.
The past year has been an exceptionally important period for Greatland and our
flagship asset, the world-class Havieron gold-copper project in the Paterson
region of Western Australia. In November 2023, we welcomed Newmont
Corporation (NYSE:NEM; Newmont) as our joint venture partner in Havieron,
following the completion of Newmont's acquisition of Newcrest Mining Limited
(previously ASX:NCM). In February 2024, Newmont announced a portfolio
rationalisation involving their intended divestment of six mines (including
the Telfer gold-copper mine located 45km to the west of Havieron) and two
projects, including its 70% joint venture interest in Havieron.
Greatland discovered the Havieron deposit and is committed to delivering
Havieron's full potential for its shareholders and other stakeholders.
Greatland considers that it has unrivalled knowledge and experience of
Havieron and an organisational expertise that is exceptionally well placed to
develop and operate Havieron.
Accordingly, consistent with our strategy, after the end of the financial year
on 10 September 2024, Greatland announced that it had entered into a binding
agreement with Newmont to acquire the 70% ownership interest in the Havieron
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 (the Havieron-Telfer Acquisition). Completion of
the Havieron-Telfer Acquisition is subject to the satisfaction of certain
conditions precedent and is targeted to occur during Q4 2024.
The Havieron-Telfer Acquisition is a transformative, highly accretive, and
strategically compelling transaction that has the potential to deliver
material value for Greatland's shareholders. Although the signing and
announcement of the transaction occurred after the end of the financial year,
it was the result of an exceptional amount of planning and work that occurred
during the year, and is a watershed moment for Greatland, so I feel it is
appropriate for it to be the focus of this Chairman's Statement.
Greatland has agreed to acquire Havieron, Telfer and other related interests
in the Paterson region for total consideration and debt repayment of up to
US$475 million (c.£373.1 million) before adjustments, comprising a
combination of upfront cash, new Greatland shares to be issued to Newmont
(representing c.20.4% of the enlarged Greatland share capital), and deferred
cash consideration.
We expect that combining the Havieron and Telfer projects under Greatland's
single ownership will make us a material producer of gold and copper.
Havieron is a world class orebody with a defined pathway to become a
low-cost long life gold-copper asset of significant scale. The acquisition
of Telfer provides a defined mine plan that is materially de-risked with
substantial ore stockpiles and significant mine life extension prospects.
Telfer production is expected to generate free cash flow which will help to
fund the Havieron development. Importantly, we look forward to integrating
an experienced and knowledgeable existing workforce into the Greatland team
The acquisition will allow Greatland to finalise and complete the Havieron
feasibility study, to determine the optimal mining throughput rate and
development plan to deliver maximum value from the project by leveraging the
existing Telfer infrastructure. In connection with the Havieron-Telfer
Acquisition, on 10 September 2024 Greatland executed a non-legally binding
bank debt letter of support for A$750 million (c.£385.7 million) in proposed
banking facilities for the development of Havieron, with tier-1 lenders the
Australian and New Zealand Banking Group Limited, HSBC Bank and ING Bank
(Australia) (together, the Banking Syndicate). Combined with working capital
from the successful equity raising undertaken in connection with the
transaction, and expected cash flow generation from Telfer, we expect there is
a clear and non-dilutive pathway to the Havieron development being fully
funded.
To fund the Havieron-Telfer Acquisition, Greatland successfully raised, before
expenses, approximately US$325.0 million (c.£248.6 million) through an
underwritten oversubscribed institutional placing, and a further approximately
US$8.8 million (c.£6.7 million) through an oversubscribed retail offering.
This is the largest capital raising on any London market by a mining company
since 2017, a testament to the strength of the Greatland platform, the terms
of the Havieron-Telfer Acquisition, and the quality of the assets to be
acquired. On 30 September 2024 Greatland shareholders resoundingly approved
the transaction, with 99.75% of shareholders who voted voting in favour, and
on 1 October 2024, we welcomed many new investors as shareholders of
Greatland.
The consolidation of 100% ownership of Havieron and acquisition of Telfer is
the opportunity which Greatland has been working towards for some time, so we
are delighted to have executed the transaction. Our operating strategy
following completion of the acquisition is to renew and develop an integrated
Telfer-Havieron mining and processing operation, to create a generational
gold-copper mining complex. Our team is now busy with integration planning,
and we look forward to completing the Havieron-Telfer Acquisition and taking
ownership of the assets, targeted in Q4 2024.
I extend my gratitude to the Newmont team, for the collaborative approach they
have taken throughout our bilateral engagement on the Havieron-Telfer
Acquisition, and that they continue to take as we work towards completion.
We look forward to welcoming Newmont as our major shareholder upon completion
of the transaction, and to continuing our strong working relationship to make
Greatland's ownership of Havieron and Telfer a success for all stakeholders.
I would like to thank my fellow Directors and the entire Greatland team for
their support, dedication and hard work during 2024. Led by our Managing
Director, Shaun Day, the effort and achievement of our management team in
reaching agreement of the Havieron-Telfer Acquisition cannot be overstated.
We celebrate the milestone and turn our focus to the next chapter and work
ahead of us, as Greatland transforms to a material producer of gold and
copper. From a corporate perspective a focus for us in the year ahead will
be listing on the ASX, which we are targeting within approximately six months
from completing the Havieron-Telfer Acquisition, with preparations underway.
Finally, I thank our shareholders for their continued support. We believe we
have a compelling opportunity to create value for our shareholders and are
laser focused on striving to do so.
Mark Barnaba
Chairman
18 November 2024
STRATEGIC REPORT
The Managing Director presents the strategic report on Greatland for the year
ended 30 June 2024.
Principal activities, strategies and business model
The principal activity of the Group during the year was to explore for and
develop precious and base metal assets.
The 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.
Greatland has a clear strategy to achieve this growth which is built on three
horizons:
· Continued advancement of the world class Havieron
gold-copper project through to production;
· Exploration to identify new precious and base metals
deposits with a particular focus on the highly prospective Paterson region of
Western Australia; and
· Disciplined assessment and, where compelling, pursuit
of investment and acquisition opportunities in the resources sector.
Greatland's strategy and business model is developed by the Managing Director
and approved by the Board. The Managing Director reports to the Board and is
responsible for implementing the Group's strategy and operating its business,
with the executive team.
Safety
Greatland's most important priority is safety. Greatland achieved its goal
of maintaining a safe workplace with no fatalities at the Company's projects
and nil Total Recordable Injury Frequency Rate for the Company (fully owned or
operated projects) during the year.
Corporate
After the conclusion of the financial year, 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 (the Havieron-Telfer
Acquisition). Completion of the Havieron-Telfer Acquisition is subject to
the satisfaction of certain conditions precedent and is targeted to occur
during Q4 2024.
On 10 September 2024, in connection with the Havieron-Telfer Acquisition, a
fully underwritten institutional placing to raise US$325 million (c. £248.6
million ) (Institutional Placing) and retail offer to raise US$8.8 million (c.
£6.7 million) (Retail Offer), both before costs, were announced. The
Institutional Placing was oversubscribed and successfully closed on 11
September 2024, and the Retail Offer was oversubscribed and successfully
closed on 12 September 2024. On 30 September 2024, a general meeting of
shareholders approved the Havieron-Telfer Acquisition and the issue of shares
under the Institutional Placing, the Retail Offer, and to a subsidiary of
Newmont Corporation pursuant to the Havieron-Telfer Acquisition. Completion
of the Havieron-Telfer Acquisition is subject to the satisfaction of certain
conditions precedent and is targeted to occur during Q4 2024.
During the September 2023 quarter, Greatland continued to advance preparations
for a proposed cross-listing on the ASX, which were significantly
progressed. In September 2023, having regard to the listing timetable and
activities and opportunities for the business, Greatland decided to defer the
ASX cross-listing. Greatland is committed to a cross-listing on the ASX,
targeted within six months from completion of the Havieron-Telfer Acquisition.
In September 2023, Greatland entered into a A$50 million (c. £26 million)
unsecured standby debt facility with cornerstone shareholder Wyloo
Consolidated Investments Pty Ltd (Wyloo), providing additional flexibility for
Greatland's funding requirements through calendar year 2024. Wyloo currently
holds approximately 8.5% of Greatland shares post year end, A$7.0 million
(c.£3.6 million ) was drawn down, then subsequently repaid in full and the
facility terminated.
Havieron, Western Australia (Greatland: 30%)
Havieron is an exciting underground gold-copper development project and is the
cornerstone of Greatland's strategic position in the highly prospective
Paterson province in the East Pilbara region of Western Australia.
Discovered by Greatland in 2018, Havieron is currently owned and managed in
joint venture with Newmont Corporation (NYSE:NEM; Newmont) which, through a
wholly-owned subsidiary, holds a 70% joint venture interest in Havieron as
manager of the Joint Venture). Havieron has a Mineral Resource Estimate of
8.4Moz in total contained gold equivalent ounces (AuEq(1)), prepared by
Greatland in accordance with JORC. As noted above, pursuant to the
Havieron-Telfer Acquisition Greatland will consolidate 100% ownership of
Havieron, with completion of the acquisition targeted to occur during Q4
2024.
Early works commenced in January 2021 and are advanced, including development
of the underground main access decline through 80% of the total depth to the
top of the Havieron ore body.
(1) The gold equivalent (AuEq) is based on assumed prices of US$1,700/oz Au
and US$3.75/lb Cu for Mineral Resource and metallurgical recoveries based on
block metal grade, reporting approximately at 87% for Au and 87% for Cu which
in both cases equates to a formula of approximately AuEq = Au (g/t) + 1.6* Cu
(%). It is the company's opinion that all the elements included in the metal
equivalents calculation have a reasonable potential to be recovered and sold.
Newmont became Greatland's joint venture partner and manager of the Havieron
joint venture on 6 November 2023, following completion of Newmont's
acquisition of Newcrest Mining Limited (previously ASX:NCM).
During the year, development of the decline progressed a further 353 metres,
with total development at Havieron having reached in excess of 3,060 metres,
including over 2,110 metres of advance in the main access decline (as of
30 June 2024). There are approximately 80 vertical metres of the total 420
metres of vertical distance remaining before the decline reaches the base of
the Permian cover and top of the Havieron orebody.
In October 2023, Greatland announced a pause in development of the main access
decline prior to development through the lower confined aquifer (LCA) which is
the final of three aquifers before the decline reaches the top of the Havieron
orebody, to allow c. The pause commenced in the December 2023 quarter and
depressurisation and hydrogeological data collection and evaluation activities
were completed. A robust predictive hydrogeological model has been
developed, based on measured real time flow rates and pressure from
depressurisation bore holes in the LCA. Accordingly depressurisation and
dewatering requirements for the LCA are considered to be well understood.
Recommencement of underground development is reliant on the permitting,
construction and commissioning of an additional three evaporation ponds at
surface, and these approvals are being progressed. Recommencement of the
underground development is not currently on the overall project development
critical path.
On 21 December 2023, Greatland announced an updated Mineral Resource Estimate
(MRE) for Havieron, prepared in accordance with JORC, outlining an increase in
the total gold equivalent (AuEq) content to 8.4Moz, a 29% increase from
Greatland's previous March 2022 MRE (refer to Greatland's RNS of 21 December
2023 titled 'Havieron Mineral Resource Estimate Update'). The update
included a 32% increase in contained gold equivalent metal in the higher
confidence Indicated MRE category. The update confirmed continuous
mineralisation between the Eastern Breccia and main Havieron Breccia domains,
with the definition of a new high grade "Link Zone".
On 22 February 2024, Newmont announced an updated Mineral Reserve and Mineral
Resource for Havieron, prepared in accordance with the US Securities and
Exchange Commission's SK 1300 guidelines (SK 1300), which are different from
JORC. Refer to Greatland's RNS of 22 February 2024 titled 'Newmont Annual
Reserves & Resources Statement' for further information.
On 22 February 2024, Newmont also announced its intention to divest its joint
venture interest in Havieron, as well as its 100% owned Telfer mining
operations located 45km west of Havieron, where ore from Havieron is
contemplated to be processed.
After the conclusion of the financial year, on 10 September 2024 Greatland
announced the Havieron-Telfer Acquisition, pursuant to which the Greatland
group will consolidate 100% ownership of Havieron and acquire 100% ownership
of the Telfer gold-copper mine and other related interests in assets in the
Paterson region. Completion of the Havieron-Telfer Acquisition is subject to
the satisfaction of certain conditions precedent and is targeted to occur
during Q4 2024.
Paterson South Farm-In and Joint Venture Arrangement, Western Australia
(Greatland earning up to 75%)
In May 2023, Greatland entered into the Paterson South farm-in and joint
venture agreement with Rio Tinto Exploration Pty Ltd (RTX), a wholly-owned
subsidiary of global mining group Rio Tinto, to accelerate exploration at nine
exploration licences (Paterson South Tenements) which collectively cover
1,537km(2) of highly prospective tenure within the Paterson region of Western
Australia, near Havieron.
Greatland has the right to earn up to a 75% interest in the Paterson South
Tenements by spending at least A$21.1 million and completing 24,500 metres of
drilling as part of a two-stage farm-in over seven years. During the period,
Greatland achieved the stage one minimum commitment under the farm-in
arrangement by completing 2,000 metres of drilling and A$1.1 million of
expenditure before 31 December 2024.
In late June 2023, Greatland commenced its maiden exploration drilling
campaign at the Paterson South Tenements testing the Stingray and Decka
targets. Results of this drilling were announced in early November 2023. The
rapid commencement of drilling on the Paterson South Tenements within four
weeks of entering into the farm-in and joint venture arrangement is a
testament to both the high quality of the tenure and Greatland's drive to
rapidly unlock greater value from its Paterson region exploration portfolio.
During the year surface sampling programs were undertaken on the Wilki Lakes
(E45/5576) tenement, the results of which are pending. A gravity survey was
undertaken on the Budjidowns (E45/4815) tenement, with drilling anticipated in
financial year 2025.
Juri, Western Australia (Greatland: 49%)
Juri is a joint venture between Greatland (49%) and Newmont (51%) to explore
the Paterson Range East and Black Hills exploration licences located in the
Paterson region, near Havieron. Newmont has the right to earn up to a 75%
interest in the Juri tenements by spending up to a further A$17 million in
Stage 2 of the farm-in.
Greatland's Juri joint venture partner Newcrest Operations Limited, now a
wholly owned subsidiary of Newmont, elected to assume management of the Juri
Joint Venture on 1 July 2023. Greatland and Newmont are two of the largest
landholders in the Paterson region.
During the period, Newmont carried out an airborne gravity survey over parts
of the Juri Joint Venture tenure, the results of which are continuing to be
reviewed by the Joint Venture and will be incorporated into future on-ground
work plans.
After the conclusion of the financial year, on 10 September 2024 Greatland
announced the Havieron-Telfer Acquisition, pursuant to which Greatland will
acquire Newmont's 51% joint venture interest in Juri, therefore consolidating
100% ownership of the Juri project. Completion of the Havieron-Telfer
Acquisition is subject to the satisfaction of certain conditions precedent and
is targeted to occur during Q4 2024.
Exploration, Western Australia (Greatland: 100%)
Greater Paterson
Greatland's 100% owned Paterson region exploration projects comprise of the
Scallywag and Canning projects:
§ Scallywag comprises four wholly-owned granted exploration licences:
Scallywag, Pascalle, Rudall and Black Hills North located adjacent to and
around Havieron. Exploration work is focused on the discovery of intrusion
related gold-copper deposits similar to Havieron, Telfer and Winu.
§ Canning comprises two wholly-owned granted exploration licences: Canning
and Salvation Well located approximately 175km south-east of Havieron within
the south-eastern extensions of the Paterson region in Western Australia.
The tenements contain two large magnetic 'bullseye' anomalies similar to the
Havieron deposit magnetic signature.
During the year, Greatland completed diamond core drilling on the Scallywag
exploration licence, with 10 holes completed for over 2,500 metres at the A35,
A34, Pearl and Swan prospects, the results of which were announced in December
2023. The drilling program effectively tested previously defined
electromagnetic and geological targets, building Greatland's understanding of
the structure, stratigraphy and geochemistry of the ground.
Greatland completed ground magneto-telluric (MT) surveys of the Scallywag and
Canning exploration licences during the period. MT surveys are considered
particularly effective in areas of deep conductive cover when compared to
standard electromagnetic techniques as the signal only traverses the
conductive cover once, reducing the deleterious effect that this has at the
receiver(s). Modelling of the Scallywag MT survey data identified a
conductor at depth within a syncline fold structure along trend from Havieron,
referred to as the 'London' prospect, which is now a high priority drill
target for financial year 2025.
During the period Greatland also completed a soil sampling program at
Scallywag, with assay results under review.
Ernest Giles
The Ernest Giles project consists of five granted wholly-owned adjoining
exploration licences: Calanchini, Peterswald, Westwood North, Westwood West
and Mount Smith, which are located approximately 250km north-east of the town
of Laverton in the Yilgarn region of Western Australia. Ernest Giles is an
underexplored Archean greenstone belt which lies within the highly mineralised
Yilgarn Craton, to the north of the world-class Tropicana and Gruyere gold
mines.
During the year important progress was made at Ernest Giles.
In September 2023, Greatland entered into a land access agreement with the
Manta Rirrtinya Native Title Holders. The agreement provides for the consent
to the grant of tenure to, and land access by, Greatland over approximately
75% of the Ernest Giles project area.
In November 2023, Greatland completed two diamond core drill holes at the
Meadows prospect at Ernest Giles, co-funded by the Government of Western
Australia's Exploration Incentive Scheme drilling grant. The drilling
results have provided important geological and structural information.
The Ernest Giles footprint was expanded during the year, with the grant of the
Mount Smith (April 2024), and subsequent to year end, the grant of Westwood
North and Westwood West tenements (July 2024), and applications submitted for
Welstead Hill, Peterswald 2 and Peterswald 3. Granted tenure now comprises
1,323km(2) and covers more than 125km of strike length.
Greatland's planned exploration program at Ernest Giles for FY2025 includes a
regional geophysics program across the project tenure, as well as a targeted
airborne geophysics survey and 6,000m of drilling at the Meadows prospect.
Panorama
The Panorama project consists of three granted wholly-owned adjoining
exploration licences: Panorama, Panorama North and Panorama East, located in
the Pilbara region of Western Australia. The tenements are considered by
Greatland to be highly prospective for gold and nickel.
In November 2023 Greatland announced the results of a surface sampling program
at Panorama, with results including 27 soil samples from the Ni_04 prospect
returning above 0.1% nickel over a 1.4km strike extent, and a peak result of
0.3% nickel in a rock chip sample.
These samples sit within the Dalton Suite ultramafics, which the results
confirmed as nickel enriched and a potential primary nickel sulphide host.
The large extent of the prospective Dalton Suite ultramafics within the
Panorama tenure, and the existence of several untested highly prospective
conductors, presents the potential for a substantial nickel discovery at
Panorama. Greatland is planning its next steps to effectively test both the
geochemical and geophysical anomalies on the tenure.
Bromus
The Bromus project consists of two granted wholly-owned adjoining exploration
licences: Bromus and Bromus West which are considered prospective for nickel,
lithium and gold, located approximately 20km southwest of the town of Norseman
in southern Western Australia.
During the period the lithium prospectivity of the Bromus project tenure was
assessed and on-ground activities undertaken.
Mt Egerton
The Mt Egerton project consists of one granted wholly-owned exploration
licence: Woodlands; and two exploration applications Munjang and Mt Egerton,
located approximately 230km north of the town of Meekatharra gold camp in
central Western Australia. The Mt Egerton project is considered prospective
for gold and copper.
During the period the Mt Egerton project commenced with the grant of the
inaugural Woodlands tenement on 30 April 2024. Land access agreements were
also progressed during the period.
Principal Risks and Uncertainties
Management of the business and the execution of the Board's strategy during
the year was subject to a number of key risks and uncertainties, our approach
to managing these are detailed below:
Risk Description Key Mitigators
Occupational health and safety Safety risks are inherent in exploration and mining activities and include Every Director and employee of the Company is committed to promoting and
both internal and external factors requiring consideration to reduce the maintaining a safe and sustainable workplace environment. The Company
likelihood of negative impacts. The current highest risk, due to the regularly reviews occupational health and safety policies and compliance with
geological spread of exploration activities, is associated with transportation those policies. The Company also engages where required with external
of people to and from the project areas. occupational health and safety expert consultants to ensure that policies and
procedures are appropriate as the Company expands its activity levels.
Commodity price risk The principal commodities that are the focus of our exploration and On an ongoing basis we look at opportunities to further diversify our
development efforts (precious metals and base metals assets) are subject to commodity portfolio. In addition, we continuously review our costs as well as
highly cyclical patterns in global demand and supply, and consequently, the consider hedging strategies to make our projects more resilient.
price of those commodities can be highly volatile.
Havieron Feasibility Study and Decision to Mine A Decision to Mine between the Havieron Joint Venture participants is required Various workstreams to support the Havieron Feasibility Study are continuing
to commence construction, development and commercial scale mining operations to be progressed with several value enhancing options underway to maximise
at Havieron. Before a Decision to Mine can be made, a Havieron Feasibility value and de-risk the project.
Study is required, which Newcrest Operations as the Havieron Joint Venture
Manager is responsible for preparing. Preparation of the Havieron
Feasibility Study is ongoing.
Funding Havieron development Raising sufficient debt and equity to fund the Havieron Project is crucial to In September 2023, Greatland entered into a A$50 million (approx. £26.0
enable the Group to fast track the development of Havieron including early million) unsecured standby debt facility with cornerstone shareholder Wyloo,
works and mine development activities. providing additional flexibility for Greatland's funding requirements through
calendar year 2024.
Subsequent to year end, in connection with the Havieron-Telfer Acquisition, a
fully underwritten institutional placing to raise US$325 million (approx.
£248.6 million) (Institutional Placing) and retail offer to raise US$8.8
million (approx. £6.7 million) (Retail Offer) were announced. The
Institutional Placing and the Retail Offer were oversubscribed. The equity
raise included working capital funds to provide further flexibility for
Greatland to fund the Havieron development going forward.
Recruiting and retaining highly skilled directors and employees The Company's ability to execute its strategy is highly dependent on the We undertake ongoing initiatives to foster strong staff engagement and ensure
skills and abilities of its people. that remuneration packages are competitive in the market.
Mineral exploration discovery Inherent with mineral exploration is that there is no guarantee that the The Board regularly reviews our exploration and development programmes and
Company can identify a mineral resource that can be extracted economically. allocates capital in a manner that it believes will maximise risk-adjusted
return on capital, within our capital management plan.
Exploration work is conducted on a systematic basis. More specifically,
exploration work is carried out in a phased, results-based fashion and We apply advanced exploration techniques to undercover areas and regions that
leverages a wide range of exploration methods including modern geochemical and we believe are relatively under-explored.
geophysical techniques and various drilling methods.
We focus our activities on jurisdictions that we believe represent low
political and operational risk. We operate in jurisdictions where our team has
considerable on the ground experience. Presently all of the Company's projects
are in Australia, a country with established mining codes, stable government,
skilled labour force, excellent infrastructure and well-established mining
industry.
As a result of the Havieron-Telfer Acquisition, if completed, the Company's
business and activities will change substantially, and accordingly management
of the business and the execution of the Board's strategy will become subject
to different and additional risks. The Company's Admission Document dated 10
September 2024 describes the key risks that the enlarged Company group will
become subject to as a result of the Havieron-Telfer Acquisition.
Shaun Day
Managing Director
18 November 2024
OUR BOARD
The qualifications, experience and other directorships of the Directors in
office for the year ending 30 June 2024 and up to the date of this report are
detailed below.
Name Experience and background
Mark Barnaba Mark is a highly experienced investment banker and corporate advisor, having
focused predominantly in the natural resources sector. He currently serves as
Independent Non-Executive Chairman Deputy Chairman and Lead Independent Director of the world's fourth largest
iron ore producer Fortescue Ltd, and as Chairman of AirTrunk (a cloud-based
(Appointed 7 December 2022) data centre company operating in Asia-Pacific and Japan).
Mark also chairs the Hospital Benefit Fund Investment Committee and was
previously on the Board of the Reserve Bank of Australia.
Elizabeth Gaines Elizabeth is a highly experienced business leader with extensive international
experience as a Chief Executive Officer. She has significant experience in the
Independent Non-Executive Director and Deputy Chair resources sector and is an executive director of Fortescue Ltd, where she was
previously Chief Executive Officer and presided over a heralded period of
(Appointed 7 December 2022) operational delivery and significant growth in shareholder value.
Elizabeth is a board member of the Victor Chang Cardiac Institute, West Coast
Eagles Football Club and the Curtin University Advisory Board.
Shaun Day Shaun is Managing Director of Greatland Gold plc. Shaun has over 25 years of
experience in executive and commercial roles across mining, infrastructure and
Managing Director investment banking.
(Appointed 15 December 2020) Prior to joining the Company, Shaun was Chief Financial Officer of Northern
Star Resources Limited, an ASX100 company and a global-scale Australian gold
producer. Prior to this, Shaun was Chief Financial Officer of SGX listed
Sakari Resources Plc which operated multiple mines ahead of its takeover.
Shaun is Non-executive Chairman of Blue Ocean Monitoring Limited, a
non-executive director of ASX listed Aurumin Limited and a member of the
Senate of the University of Western Australia.
James (Jimmy) Wilson Jimmy is a highly experienced mining and natural resources executive with deep
operational experience across a range of commodities and jurisdictions. He
Non-Executive Director spent more than 25 years with one of the world's biggest mining companies BHP
and held various senior executive positions including President of the Iron
(Appointed 12 September 2022) Ore, Energy Coal and Stainless Steel Materials divisions.
Jimmy was appointed to the Export Finance Australia board in December 2020 for
a three year term, which was renewed in December 2023 for a further three
years.
Michael Alexander (Alex) Borrelli Alex is a senior Non-Executive Director of the Company. Alex qualified as a
Chartered Accountant and has many years' experience in investment banking
Senior Independent Non-Executive Director encompassing flotations, takeovers, and mergers and acquisitions for private
and quoted companies.
(Appointed 18 April 2016)
Alex is also a director of UK listed companies Bradda Head Lithium Limited,
Red Rock Resources plc, Kendrick Resources plc and Tiger Royalties and
Investments plc.
Yasmin Broughton Yasmin is a qualified lawyer with significant experience as a non-executive
director in a diverse range of industries with a particular focus on natural
Independent Non-Executive Director resources. With over 20 years of experience working with ASX-listed companies,
Yasmin has a deep understanding of governance, risk management, compliance and
(Appointed 2 May 2023) regulation. Yasmin currently serves as a non-executive director of Wright
Prospecting, RAC WA Holdings Pty Ltd, RAC Insurance Pty Ltd, Synergy
(Electricity Generation and Retail Corporation) and VOC Group Limited.
Yasmin has previously served as non-executive director of Resolute Mining
(ASX/LSE-listed gold producer), Western Areas (ASX-listed nickel producer) and
the Insurance Commission of Western Australia.
Paul Hallam Paul is a senior mining industry professional with more than 40 years of
Australian and international resource experience across a range of commodities
Independent Non-Executive Director including both surface and underground mining. He has global operational and
corporate experience from his executive roles including Director of Operations
(Appointed 1 September 2021) with Fortescue Ltd, Executive General Manager of Developments and Projects
with Newcrest Mining, Director of Victorian Operations with Alcoa as well as
Executive General Manager of Base and Precious Metals at North Ltd.
Since his retirement in 2011, Paul has advised several boards as a
non-executive director. Paul also currently serves on the board of CODA
Minerals Ltd where he is the chair of the Audit and Risk committee.
Clive Latcham Clive is a chemical engineer and mineral economist with over thirty years'
experience in senior roles in the mining sector. Clive joined the Company from
Independent Non-Executive Director Environmental Resource Management, one of the world's leading sustainability
consultancy groups, where he worked as Senior External Advisor, and advisor to
(Appointed 15 October 2018) the chairman and chief executive officer.
Prior to his role at Environmental Resource Management, Clive worked as an
independent advisor to private equity and mining consultancy firms, and spent
nine years in senior roles with Rio Tinto. During his time at Rio Tinto, Clive
spent four years as Copper Group Mining Executive, where he was responsible
for managing Rio Tinto's investments in the operating businesses of Escondida
in Chile, Grasberg in Indonesia, and Palabora in South Africa and for the
initial development of new projects and acquisitions, including La Granja in
Peru and La Sampala in Indonesia.
DIRECTORS' REPORT
The Directors present their report on the consolidated entity (Greatland or
the Group) consisting of the parent entity, Greatland Gold Plc (Company) and
the entities it controlled at the end of the year ended 30 June 2024.
Directors
The Directors of Greatland in office during the year and until the date of
this report, their qualifications, experience and other directorships held in
listed companies, are set out on pages 14 to 15 of the Annual Report.
Directors Interest
The Directors' holdings of shares and options in the Company as at 30 June
2024 were as follows:
Director Number of Shares Number of Options Number of Performance Rights
Mark Barnaba - 100,000,000 -
Elizabeth Gaines - 55,000,000 -
Shaun Day 1,089,000 85,000,000(1) 15,898,737
James Wilson - 40,000,000 -
Alex Borrelli 35,403,372 - -
Yasmin Broughton - - -
Paul Hallam - 40,000,000 -
Clive Latcham 3,850,000 - -
(1) Inclusive of Employee Retention Rights and Employee Co-Investment Options
as described in the Remuneration Report.
It is noted that:
§ On 1 October 2024, certain directors purchased shares in the Company by way
of subscription under the equity fundraising associated with the
Havieron-Telfer Acquisition, as follows:
Director Number of Shares pre fundraising Number of Shares purchased Number of Shares post fundraising
Mark Barnaba - 1,589,303 1,589,303
Elizabeth Gaines - 1,059,535 1,059,535
Shaun Day 1,089,000 1,589,303 2,678,303
James Wilson - 794,651 794,651
Yasmin Broughton - 529,767 529,767
Paul Hallam - 794,651 794,651
§ On 16 October 2024, after the end of the financial year, Mr Day was issued
a further 10,504,862 performance rights as detailed in the Remuneration
Report.
Principal activities
The principal activities of the Group during the year consisted of the early
works development, feasibility study and exploration of the Havieron
gold-copper project and the exploration and evaluation of mineral tenements in
Australia.
Results and dividends
§ Cash position at 31 October 2024 of £245.5 million and £4.8 million at 30
June 2024 (2023: £31.1 million)
§ Closing debt balance of £41.5 million at 30 June 2024 (2023: £41.5
million)
§ Net assets of £41.0 million at 30 June 2024 (2023: £52.5 million)
§ Havieron project costs capitalised of £16.4 million (2023: £23.4 million)
excluding interest during the year
§ Loss before finance items and share-based payments of £11.6 million (2023:
£11.0 million); statutory loss of £14.9 million (2023: £21.1 million)
§ Exploration expense of £4.2 million (2023: £3.4 million) for the year
Going Concern
Greatland's principal activities during the year include the development of
Havieron. At 30 June 2024, the Group had net current assets of £1.8 million
(2023: £35.4 million), with cash of £4.8 million (2023: £31.1 million) and
advanced Havieron joint venture cash contributions of £1.5 million (2023:
£12.6 million).
After the conclusion of the financial year, on 10 September 2024, Greatland
announced the Havieron-Telfer Acquisition and an associated fully underwritten
institutional placing to raise US$325 million (£248.6 million) and retail
offer to raise US$8.8 million (£6.7 million). On 30 September 2024, a
general meeting of shareholders approved the Havieron-Telfer Acquisition and
the issue of shares under the Institutional Placing, the Retail Offer, and to
a subsidiary of Newmont Corporation pursuant to the Havieron-Telfer
Acquisition. Greatland has a cash position of £245.5 million at 31 October
2024.
As part of the Havieron-Telfer Acquisition on 10 September 2024, Greatland Pty
Ltd signed a non-legally binding Letter of Support from its banking syndicate
comprising of the Australian and New Zealand Banking Group Limited, HSBC Bank
and ING Bank (Australia) (together, the Banking Syndicate). The Letter of
Support provides that the Banking Syndicate are fully supportive and
interested in the provision of a A$775 million (£406 million) facility which
includes a working capital facility of A$100 million (£52 million), for the
funding of Havieron. In addition, a commitment letter from the Banking
Syndicate was signed on 10 September 2024 for a facility of A$100 million
(£52 million) including a working capital facility of A$75 million (£39
million).
In addition, Greatland had in place a A$50 million (£26.0 million) standby
loan facility with Wyloo undrawn at year end. Post year end A$7 million (£3.6
million) was drawn down and then subsequently repaid from the proceeds of the
equity placing noted above, and the facility terminated.
If required, the Group has a number of options available to manage liquidity
including:
§ significantly reduce expenditure on its own exploration programmes;
§ significantly reduce corporate costs; and
§ raising additional funding through debt, equity or a combination of both,
which the Group considers it has the ability to do, should it be required and
has demonstrated an ability to do so in the past.
Having prepared forecasts for the next twelve months, based on current
resources and assessing methods of obtaining additional finance, the Directors
believe the Group has sufficient resources to meet its obligations.
Should the Group not achieve the matters set out above, there may be
significant uncertainty about whether it will continue as a going concern and
therefore whether it would be able to realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the
financial report.
Taking these matters into consideration, the Directors continue to adopt the
going concern basis of accounting in the preparation of the financial
statements. The financial statements do not include the adjustments that
would be required should the going concern basis of preparation no longer be
appropriate.
Likely developments and expected results
A review of the current and future development of the Group's business is
given in the Strategic Report.
Risk Management
The Board considers risk assessment to be important in achieving its strategic
objectives. There is a process of evaluation of performance targets through
regular reviews by senior management to forecasts. Project milestones and
timelines are regularly reviewed.
A risk register is maintained by the Company that identifies key risks in
areas including corporate strategy, financial, staff, occupational health and
safety, environmental and traditional owner engagement. The register is
reviewed periodically and is updated as and when necessary, with all employees
and directors being responsible for identifying, managing and mitigating
risks.
Refer to the 'Principle Risks and Uncertainties' section above for detailed
information on the principal risks and uncertainties and for further detailed
information on the financial risks refer to note 15
Key performance indicators
The Board has defined the following Key Performance Indicators (KPIs) during
the year to monitor and assess the performance of the Group as it advances
from an exploration company into a resource development company.
Long-Term Incentive KPIs
The following KPIs apply to the FY24 Performance Rights, defined and described
in the Remuneration Report, which have a three-year performance period from 1
July 2023 to 30 June 2026.
Performance Target Rationale Our performance in 2024
Total Shareholder Return (TSR) is equal to or greater than that of the VanEck The performance of Greatland's share price demonstrates the total return to TSR performance for the financial year 2024 was negative 1.5%, compared to 15%
Junior Gold Miners ETF (GDXJ). the shareholders. Our strategy aims to maximise shareholder returns through for GDXJ.
the commodity cycle, and TSR is a direct measure of that.
Investor engagement The proposed ASX cross-listing is an important pillar to create a During the year Greatland advanced preparations for its proposed cross-listing
fit-for-purpose platform and pursue objectives including increasing equity on the ASX. In September 2023, Greatland decided to defer the ASX
The Group completes its proposed ASX cross-listing (if directed by the Board), research and institutional ownership, enhanced capital markets profile, access cross-listing to optimise the outcome for its shareholders. Greatland remains
actively engages with a broad cross section of investors and grows the to deeper pools of capital to support longer term growth, and enhanced committed to listing on the ASX at the appropriate time and is well positioned
proportion of its shares held by institutional investors, specifically flexibility for growth initiatives including corporate and asset level by the work undertaken to date to efficiently resume and complete the ASX
targeting non-private investor ownership of 40.0% by the end of the transactions. listing process.
performance period, with the assessed outcome being proportional to the
increase achieved. Increased institutional ownership of Greatland shares is expected to support Greatland engaged significantly with investors during the year, including
greater liquidity and interest in Greatland shares. through conferences, investor roadshows, townhall events and other
engagements.
Sustainability and Environment Greatland is committed to safe, responsible and sustainable exploration and Greatland complied with its obligations under environmental laws and
development. The Company continues to focus on improving health and safety regulations without serious breaches or environmental incidents.
Greatland complies with its obligations under environmental laws and training and processes, and on further strengthening relationships with the
regulations without serious breaches or environmental incidents, and enhances indigenous communities in the areas that we operate, as well as on our ESG With the Board's approval, Greatland did not publish a Sustainability Report
governance, policies and reporting in respect of sustainability and focus for developing a responsible and sustainable resources company. in FY24.
environmental matters including publication of Sustainability Reports annually
in the ordinary course or as approved by the Board.
Performance Target Rationale Our performance in 2024
Native Title and Environment In areas that the Group operates, we are committed to understanding, Through formal processes outlined in Land Access Agreements, Greatland has
respecting and responsibly managing our impacts on Aboriginal cultural engaged Traditional Owners to undertake several surveys in advance of field
Greatland maintains demonstratively positive relations with all Native Title heritage, and co-operating and forming positive relationships with Aboriginal activities. Additionally, Greatland has worked alongside Aboriginal
groups in respect of the land it operates on, preserves heritage sites of communities. consultants for ground disturbance activities where cultural heritage
cultural significance as required to comply with applicable permits, and monitoring has been deemed appropriate through survey or by direction of the
remains in compliance with its obligations under land access agreements and prescribed body corporate.
applicable laws and regulations.
Greatland continues to work with our many traditional owners to understand and
manage our potential impacts to Aboriginal cultural heritage.
FY23
Number of Surveys Engaged
Incl. Planned
11
Cultural Heritage Survey- Days Completed
7
Cultural Heritage Monitoring- Days Undertaken 76
Feasibility Study for Havieron Havieron provides an outstanding cornerstone project on which to develop and The Feasibility Study for the Havieron project continued during the year and
pursue the Company's aim to become a multi asset producer. It enables the explored further value enhancing options to maximise value and derisk the
Greatland actively manages its relationship with its joint venture partner and Company to leverage our established footprint and proven methodology in the project. In parallel Greatland completed its own work to identify and assess
critically reviews, analyses and provides detailed input (based on its review Paterson region, one of the world's most attractive jurisdictions for optimised development pathways.
and analysis) on a timely basis into the Havieron Feasibility Study. discoveries of tier-one, gold-copper deposits.
Funding and balance sheet management Raising sufficient debt and equity to fund the Company's share of the Havieron During the financial year, Greatland executed a A$50 million (£26 million)
development is crucial to enable the completion of development of Havieron standby loan facility with Wyloo and met all of its cashflow requirements
Greatland has adequate liquidity to meet short, medium and long term cashflow including early works and other mine development activities, plus accelerate including funding its share of the Havieron development. Post year end
requirements, including to fund the Havieron development. Greatland exploration activities at the Group's 100% owned licences to target new Greatland has executed a successful equity raise to fund the Havieron-Telfer
maintains positive relationships with its bank lending group and other discoveries. Acquisition.
prospective debt financiers.
JORC Resource Growth of the JORC Resource is a crucial component to Greatland's long term During the year, in December 2023, Greatland released an updated Mineral
strategy. Resource Estimate for Havieron outlining an increase in the total gold
Greatland grows its Mineral Resource base (as per Greatland's March 2022 equivalent content to 8.4Moz, a 29% increase from Greatland's previous March
Mineral Resource Estimate) by at least 20% (noting that joint venture mining 2022 Mineral Resource estimate. Importantly, the update included a 32%
tenements are assessed on a 100% basis). increase in contained gold equivalent metal in the higher confidence Indicated
MRE category.
Performance Target Rationale Our performance in 2024
Corporate development Corporate development activity is a crucial component to amplify Greatland's Significant corporate activity was undertaken during the year, including
growth strategy and support the transition of the business from an explorer to progressing the proposed ASX listing, and consideration and analysis of
Greatland demonstrates success in pursuing portfolio enhancing business a developer and producer. potential acquisition opportunities.
development opportunities through identifying and presenting such
opportunities to the Board for consideration.
Short-Term Incentive KPIS
The following KPIs applied to the FY24 Short-Term Incentive, defined and
described in the Remuneration Report.
Element KPI Our performance in 2024
Strategic Demonstrate active engagement with Newmont on Havieron operations and Successfully influenced JV Committee decision-making in a number of respects.
development including providing detailed feedback on all studies etc received
from Newmont, and in parallel define and advance Greatland's own development Greatland defined a parallel development and mine plan for Havieron, which was
pathway. independently reviewed and reported on in the Competent Person's Report
contained within the Company's Admission Document dated 10 September 2024 in
connection with the Havieron-Telfer Acquisition.
Ensuring that Greatland has adequate liquidity to meet its short and medium Liquidity was managed throughout the year and all Havieron joint venture
term capital requirements, prioritising funding of Havieron joint venture commitments were met.
commitments.
Complete targeted exploration activities within budget and ensure optimisation Greatland completed all intended exploration activities in H1 FY24, within the
of such exploration. applicable budgets; multiple high priority targets were tested, including
Ernest Giles, Paterson South, Scallywag and Panorama
In H2 FY24 Greatland's exploration activities were rationalised at the Board's
direction to enable management of liquidity and progress of the
Havieron-Telfer Acquisition, with a focus on retaining and gaining access to
priority exploration targets for FY25.
New high priority targets were identified and acquired (through tenement
applications), including Mt Egerton and Yannarie.
Demonstrably engage with institutional investors and add new institutional Significant institutional engagement occurred during the year, albeit
investors to the register, specifically targeting increasing the percentage of non-private investor ownership increased only modestly during the year.
non-private investors.
Demonstrably pursue business development opportunities including potential During the year, significant effort and progress was made in respect of the
mergers, acquisitions and/or initial public offerings on alternative Havieron-Telfer Acquisition, which was announced subsequent to year end on 10
securities exchange(s). September 2024.
Completion of an updated Mineral Resource Estimate with independent review. Greatland Havieron Mineral Resource Estimate was completed and announced in
December 2023.
Health, Safety, Environment and Community Active engagement with joint venture partner on health and safety. Regular and effective engagement and information sharing occurred between
Greatland and JV partner.
Complete and implement Greatland Mine Safety Management Plan for Greatland Plan and external review completed, concluding that the current safety
controlled operations; complete external review of the Plan. management system, equipment and personnel culture, capability and training
are fit for purpose for the current level of operations.
Greatland remains compliant with workplace health and safety legislation and Greatland remained compliant with workplace health and safety legislation and
is free from any proceedings brought by the regulator in relation to breaches no proceedings were brought by the regulator in relation to breaches of
of applicable health and safety legislation. applicable health and safety legislation.
No significant adverse health, environmental or social incidents occur at No significant adverse incidents.
Greatland controlled sites and operations.
Personal Objectives Set by each employee's manager and approved by the Managing Director (with the Dependent on individual outcomes.
Managing Director's performance targets set by the Board).
Share Capital
Information relating to shares issued during the year is given in note 14 to
the accounts.
Substantial Shareholdings
On 30 June 2024 and 31 October 2024, the following were registered as being
interested in 3% or more of the Company's ordinary share capital:
30 June 2024
Ordinary shares of £0.001 each Share %
HARGREAVES LANSDOWN (NOMINEES) LIMITED (15942) 618,675,151 12.15%
LYNCHWOOD NOMINEES LIMITED (2006420) 450,757,257 8.86%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED (SMKTISAS) 378,973,658 7.44%
HARGREAVES LANSDOWN (NOMINEES) LIMITED (HLNOM) 333,249,833 6.55%
HARGREAVES LANSDOWN (NOMINEES) LIMITED (VRA) 316,516,744 6.22%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED (CLIENT1) 226,297,222 4.45%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED (SMKTNOMS) 210,906,067 4.14%
HSDL NOMINEES LIMITED (MAXI) 196,229,024 3.85%
STATE STREET NOMINEES LIMITED (OM02) 185,273,644 3.64%
31 October 2024
Ordinary shares of £0.001 each Share %
LYNCHWOOD NOMINEES LIMITED (2006420) 1,165,062,063 11.19%
FOREST NOMINEES LIMITED (GC1) 819,536,735 7.87%
HARGREAVES LANSDOWN (NOMINEES) LIMITED (15942) 700,180,962 6.73%
VIDACOS NOMINEES LIMITED (FGN) 548,686,221 5.27%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED (SMKTISAS) 420,508,315 4.04%
HARGREAVES LANSDOWN (NOMINEES) LIMITED (HLNOM) 369,386,142 3.55%
HARGREAVES LANSDOWN (NOMINEES) LIMITED (VRA) 351,654,663 3.38%
Additionally, the Company has been notified, in accordance with DTR 5 of the
FCA's Disclosure and Transparency Rules, or is aware, of the following
interests in its ordinary shares of shareholders with an interest of 3% or
more of the Company's ordinary share capital, as at 30 June 2024 and 31
October 2024:
30 June 2024
Ordinary shares of £0.001 each Share %
Wyloo Consolidated Investments Pty Ltd 430,024,390 8.45%
Van Eck Associates Corporation 222,779,994 4.38%
31 October 2024
Ordinary shares of £0.001 each Share %
Wyloo Consolidated Investments Pty Ltd 1,105,136,117 10.62%
Tembo Capital Holdings Guernsey Ltd 796,770,833 7.65%
Firetrail Investments Pty Ltd 669,619,721 6.43%
Political donations
During the period there were no political donations (2023: nil).
Auditors
PKF Littlejohn LLP has served as the Company's auditors since 2020. The
Directors will place a resolution before the annual general meeting to
reappoint PKF Littlejohn LLP as auditors for the coming year.
PKF Littlejohn LLP has signified its willingness to continue in office as
auditor.
Directors' Indemnity
The Company has maintained Directors' and Officers' insurance during the year.
Such provisions remain in force at the date of this report. 4
Events after the reporting period
Telfer and Havieron Acquisition
Subsequent to year end the Greatland announced:
§ On 10 September 2024, certain wholly owned subsidiaries of Greatland Gold
plc, including Greatland Pty Ltd, 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 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;
§ The formal completion of the transaction is subject to the satisfaction of
certain conditions precedent and is targeted to occur during Q4 2024;
§ Total consideration face value for the Havieron-Telfer Acquisition is
US$475 million (£373.1 million) made up of US$155.1 million (£121.7 million)
cash payment, US$52.4 million (£41.5 million) repayment of the outstanding
Havieron Joint Venture loan, US$167.5 million (£131.4 million) in new
Greatland Gold plc shares to be issued to Newmont and US$100 million (£78.5
million) in deferred cash consideration. The total estimated fair value
consideration is US$420.8 million (£330.5 million);
§ The cash consideration will be funded through a fully underwritten
institutional placing and retail offer approved by the shareholders on 30
September 2024; and
§ At the date of this report the initial business combination accounting is
incomplete as formal completion of the transaction is still subject to certain
condition precedents, including regulatory approvals. The business combination
accounting will be completed within 12 months from formal completion of the
transaction as per IFRS 3 Business Combinations.
Greatland Placing
The Company announced the Havieron-Telfer Acquisition along with an associated
fully underwritten institutional placing to raise US$325 million (£248.6
million) and retail offer to raise US$8.8 million (£6.7 million). On 30
September 2024, a general meeting of shareholders approved the Havieron-Telfer
Acquisition and the issue of shares. The proceeds of the placing will be used
to finance the Havieron-Telfer Acquisition, repayment of the £41.5 million
(US$52.4 million) outstanding Havieron JV loan to Newmont, transaction costs
and expenses in connection with the Acquisition and Placing and working
capital requirements.
Related party transactions
The following directors and officers of the Company participated in the share
placing in September 2024 at an issue price of £0.048 per share, as follows:
Number of Shares Subscribed
£
Directors / Officers
Mark Barnaba 1,589,303 76,287
Elizabeth Gaines 1,059,535 50,858
Shaun Day 1,589,303 76,287
James (Jimmy) Wilson 794,651 38,143
Yasmin Broughton 529,767 25,429
Paul Hallam 794,651 38,143
Dean Horton 211,773 10,165
Damien Stephens 317,661 15,248
Total 6,886,644 330,560
Grant of employee incentive options
On 16 October 2024, Greatland granted 25,000,000 Retention Rights at £0.119,
17,496,137 FY24 Performance Rights and 39,855,249 FY25 Performance Rights at
an exercise price of £0.001 to employees under the Company's employee share
plan. Collectively the rights are an important element in the attraction and
retention of individuals pivotal to Greatland's growth and their alignment
with shareholder outcomes. Further details are in the Remuneration Report.
Standby loan facility
Subsequent to year end, in July the Company executed a drawdown of A$7 million
(£3.6 million) of the unsecured A$50 million (£26.0 million) standby
facility with Wyloo. The loan was then subsequently repaid in full from the
equity proceeds and the facility terminated.
Streamlined energy and carbon reporting ("SECR")
Greenhouse gas emissions, energy consumption and energy efficiency disclosures
have not been provided because the Company has consumed less than 40,000 kWh
of energy during the period in the UK.
Corporate Governance
A corporate governance statement is included in the Annual Report.
Control Procedures
The Board has approved financial budgets and cash forecasts. In addition, it
has implemented procedures to ensure compliance with accounting standards and
effective reporting.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary companies and
operations may have on the environment. The Company ensures that it and its
subsidiaries at a minimum comply with the local regulatory requirements
regarding the environment.
Cultural awareness
The Company continues to engage with the traditional land owners to understand
and respect cultural heritage as a necessary part in obtaining access to
projects across its Australian operations and operate within the appropriate
protocols.
Health and Safety
The Group aims to achieve and maintain a high standard of workplace health,
safety and wellbeing. To achieve this objective, the Group provides mental
health wellbeing training, mentoring and supervision for employees and ongoing
pastoral care support plus regularly reviewing and implementing high standards
for workplace safety.
Employment Policies
The Group is committed to promoting policies which ensure that high calibre
employees are attracted, retained and motivated, to ensure the ongoing success
for the business. Employees and those who seek to work within the Group are
treated equally regardless of gender, marital status, disability, race,
ethnicity or any other basis. We provide equal opportunities for career
development and promotion as well as providing employees with appropriate
training opportunities.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
§ there is no relevant audit information of which the Company's auditor is
unaware; and
§ the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
By order of the Board
Shaun Day
Managing Director
18 November 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Note 2024 2023
£'000
£'000
Revenue - -
Exploration and evaluation expenses (4,210) (3,383)
Administrative expenses 5 (7,200) (5,723)
Share-based payment expense 24 (3,280) (9,787)
Transaction costs related to proposed IPO (209) (1,879)
Loss before finance items and tax (14,899) (20,772)
Net foreign exchange losses (134) (1,668)
Other income 67 194
Finance income 6 821 1,228
Finance costs 6 (725) (102)
Loss before tax (14,870) (21,120)
Income tax expense 7 - -
Loss for the year (14,870) (21,120)
Other comprehensive income:
Exchange differences on translation of foreign operations (204) (4,906)
Total comprehensive income for the year attributable to equity holders of the (15,074) (26,026)
Company
Earnings per share for loss attributable to the ordinary equity holders of the
Company:
Basic earnings per share (pence) 8 (0.29) (0.44)
The above consolidated statement of comprehensive income should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2024
Note 2024 2023
£'000
£'000
ASSETS
Exploration and evaluation assets 16 237 264
Mine development 17 82,174 59,931
Right of use asset 18 312 418
Property, plant and equipment 19 117 84
Financial assets held at fair value through profit and loss 39 88
Total non-current assets 82,879 60,785
Cash and cash equivalents 9 4,808 31,149
Advanced joint venture cash contributions 10 1,510 12,576
Trade and other receivables 11 137 116
Other current assets 630 414
Total current assets 7,085 44,255
TOTAL ASSETS 89,964 105,040
LIABILITIES
Trade and other payables 12 5,197 8,511
Lease liabilities 18 133 128
Provisions 25 - 186
Total current liabilities 5,330 8,825
Borrowings 13 41,493 41,503
Lease liabilities 18 176 284
Provisions 25 2,010 1,950
Total non-current liabilities 43,679 43,737
TOTAL LIABILITIES 49,009 52,562
NET ASSETS 40,955 52,478
EQUITY
Share capital 14 5,091 5,069
Share premium 14 70,998 70,821
Merger reserve 14 27,494 27,494
Foreign currency translation reserves (4,463) (4,259)
Share-based payment reserve 13,492 10,173
Retained earnings (71,657) (56,820)
TOTAL EQUITY 40,955 52,478
The above consolidated statements of financial position should be read in
conjunction with the accompanying notes.
Mark
Barnaba
Shaun
Day
Chairman
Managing Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Foreign currency translation reserve Share-based payment reserves
£'000
£'000 Retained earnings
£'000
Note Share capital Share premium Merger reserve Total equity
£'000
£'000
£'000 £'000
At 1 July 2022 4,071 36,166 225 647 335 (35,718) 5,726
Loss for the year - - - - - (21,120) (21,120)
Other comprehensive income - - - (4,906) - - (4,906)
Total comprehensive loss for the year - - - (4,906) - (21,120) (26,026)
Transactions with owners in their capacity as owners:
Share-based payments 24 - - - - 9,995 - 9,995
Transfer on exercise of options - - - - (157) 157 -
Share capital issued 14 998 34,685 29,393 - - (139) 64,937
Cost of share issue 14 - (30) (2,124) - - - (2,154)
Total contributions by and distributions to owners of the Company 998 34,655 27,269 - 9,838 18 72,778
At 30 June 2023 5,069 70,821 27,494 (4,259) 10,173 (56,820) 52,478
Loss for the year - - - - - (14,870) (14,870)
Other comprehensive income - - - (204) - - (204)
Total comprehensive loss for the year - - - (204) - (14,870) (15,074)
Transactions with owners in their capacity as owners:
Share-based payments 24 - - - - 3,352 - 3,352
Transfer on exercise of options - - - - (33) 33 -
Share capital issued 14 22 177 - - - - 199
Cost of share issue 14 - - - - - - -
Total contributions by and distributions to owners of the Company 22 177 - - 3,319 33 3,551
At 30 June 2024 5,091 70,998 27,494 (4,463) 13,492 (71,657) 40,955
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Loss before tax (14,870) (21,120)
Adjustments for:
Share-based payment expense 24 3,280 9,787
Depreciation and amortisation 162 224
Other non-cash items 36 (103)
Finance costs 6 686 -
Unwind of discount on provisions 25 25 91
Unrealised foreign exchange loss 134 1,668
Investing interest income 6 (821) (1,228)
Lease liability interest expense 18 13 7
Movement in operating assets / liabilities:
(Increase) / decrease in other current assets (39) 105
(Increase) in trade and other receivables 11 (99)
(Decrease) / increase in payables & other liabilities (857) (836)
Increase / (decrease) in provisions 41 37
Net cash outflow from operating activities (12,199) (11,467)
Cash flows from investing activities
Interest received 913 1,082
Payments for mine development and fixed assets (12,396) (14,522)
Payments in advance for joint venture contributions 10 (1,510) (13,406)
Net cash outflow from investing activities (12,993) (26,846)
Cash flows from financing activities
Proceeds from issue of shares 14 199 63,909
Transaction costs from issue of shares 14 - (2,154)
Repayment of lease obligations (130) (206)
Payments for prepaid borrowing costs for debt (987) -
Net cash inflow from financing activities (918) 61,549
Net increase in cash and cash equivalents (26,110) 23,236
Effects of exchange rate differences on cash and cash equivalents (231) (2,473)
Cash and cash equivalents at the beginning of the period 31,149 10,386
Cash and cash equivalents at the end of the year 9 4,808 31,149
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes.
PRINCIPAL ACCOUNTING POLICIES
1 Corporate information
The consolidated financial statements of Greatland Gold plc and its
subsidiaries (collectively, the Group) for the year ended 30 June 2024 were
authorised for issue in accordance with a resolution of the Directors on
18 November 2024.
Greatland Gold plc is a public limited company incorporated and domiciled in
England and Wales. The Company's ordinary shares are traded on LSE AIM
(AIM:GGP).
2 Basis of preparation
The consolidated financial statements of Greatland Gold plc (Greatland or the
Group) have been prepared in accordance with UK-adopted international
accounting standards and in accordance with the requirements of the Companies
Act 2006.
The financial statements have been prepared on the historical cost basis,
except for certain financial instruments and cash-settled share-based payments
which have been measured at fair value.
Going Concern
Greatland's principal activities include the development of Havieron. At 30
June 2024 the Group had net current assets of £1.8 million (2023: £35.4
million), with cash of £4.8 million (2023: £31.1 million) and advanced
Havieron joint venture cash contributions of £1.5 million (2023: £12.6
million).
After the conclusion of the financial year, on 10 September 2024 Greatland
announced the Havieron-Telfer Acquisition and an associated fully underwritten
institutional placing to raise US$325 million (£248.6 million) and retail
offer to raise US$8.8 million (£6.7 million). On 30 September 2024, a
general meeting of shareholders approved the Havieron-Telfer Acquisition and
the issue of shares under the Institutional Placing, the Retail Offer, and to
a subsidiary of Newmont Corporation pursuant to the Havieron-Telfer
Acquisition. Greatland has a cash position of £245.5 million at 31 October
2024.
As part of the Havieron-Telfer Acquisition on 10 September 2024 Greatland Pty
Ltd signed a non-legally binding Letter of Support from its banking syndicate
comprising of the Australian and New Zealand Banking Group Limited, HSBC Bank
and ING Bank (Australia) (together, the Banking Syndicate). The Letter of
Support provides that the Banking Syndicate are fully supportive and
interested in the provision of a A$775 million (£406 million) facility which
includes a working capital facility of A$100 million (£52 million), for the
funding of Havieron. In addition, a commitment letter from the Banking
Syndicate was signed on 10 September 2024 for a facility of A$100 million
(£52 million) including a working capital facility of A$75 million (£39
million).
In addition, Greatland had in place a A$50 million (£26.0 million) standby
loan facility with Wyloo undrawn at year end. Post year end A$7 million (£3.6
million) was drawn down and then subsequently repaid from the proceeds of the
equity placing noted above, and the facility terminated.
Management has prepared cash flow forecasts for the next twelve months under
various scenarios. These scenarios anticipate the Group will be able to meet
its commitments and pay its debts as and when they fall due.
If required, the Group has a number of options available to manage liquidity
including:
§ significantly reduce expenditure on its own exploration programmes;
§ significantly reduce corporate costs;
§ raising additional funding through debt and equity, or a combination of
both, which the Company considers it has the ability to do so, should it be
required and has demonstrated an ability to do so in the past.
Should the directors not achieve the matters set out above, there is
significant uncertainty whether the Company will continue as a going concern
and therefore whether they will realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the
financial report.
Greatland has considered sensitivities which include increases to the Havieron
development costs. In this situation, the Company can mitigate expenditure
including ceasing exploration activities and reducing corporate costs. Having
prepared forecasts based on current resources and assessing methods of
obtaining additional finance, the Directors believe the Group has sufficient
resources to meet its obligations for a period of twelve months from the date
of approval of these financial statements. Taking these matters into
consideration, the Directors continue to adopt the going concern basis of
accounting in the preparation of the financial statements.
Rounding
The amounts presented in this financial report have been rounded to the
nearest £1,000 where noted (£'000) under the option available to the Company
under the Companies Act 2006.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements requires management to use estimates,
judgements and assumptions. Application of different assumptions and estimates
may have a significant impact on Greatland's net assets and financial results.
Estimates and assumptions are reviewed on an ongoing basis and are based on
the latest available information at each reporting date.
This note provides an overview of the areas that involved a higher degree of
judgement and complexity, or areas where assumptions are significant to the
financial statements. Detailed information about each of these estimates and
judgements is included in other notes together with information about the
basis of calculation for each affected line item in the financial statements.
Description Key estimate or judgement Notes
Mine development The recoverable amount of mine development is dependent on the successful Note 17
development and commercial exploration, or alternatively, sale of the
respective area of interest.
Provisions Rehabilitation, restoration and dismantling provisions are reassessed at the Note 25
end of each reporting period. The estimated costs include judgement regarding
the Group's expectation of the level of rehabilitation activities that will be
undertaken, timing of cash flows, technological changes, regulatory
obligations, cost inflation and discount rates.
Share-based payment expense The Group measures the cost of share-based payment expenses with employees by Note 24
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value was determined using a Monte Carlos and
Black-Scholes model which includes key assumptions.
Going concern The ability of the Company to continue as a going concern depends upon Note 2
continued access to sufficient capital. Judgement is required in the
estimation of future cash flows.
Loan due from subsidiary and investment in subsidiary The parent entity holds a loan due from a 100% owned subsidiary. The Note 11 and 21
recoverable amount of the loan is dependent on the successful development and
commercial exploration, or alternatively, sale of the respective area of
interest.
Basis of consolidation
The consolidated financial statements comprise of the financial statements of
Greatland Gold plc and its subsidiaries it controls (as outlined in note 21).
Accounting for interests in joint arrangements is included in note 22.
Subsidiaries are those entities controlled directly or indirectly by the
Company. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The results of the
subsidiaries are included in the Consolidated Statement of Comprehensive
Income from the date of acquisition using the same accounting policies as
those of the Group.
The consideration transferred in a business combination is the fair value at
the acquisition date of the assets transferred and the liabilities incurred by
the Group and includes the fair value of any contingent consideration
arrangement. Acquisition-related costs are recognised in the income statement
as incurred. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured initially at their
fair value at the acquisition date.
All intra-group balances and transactions, including any unrealised income and
expenses arising from intragroup transactions, are eliminated in full in
preparing the consolidated financial statements. Unrealised gains arising from
transactions with equity accounted investees are eliminated against the
investment to the extent of the Group's interest in the investee. Unrealised
losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Foreign currencies
Both the functional and presentational currency of Greatland Gold plc is
sterling (£). Each entity in the Group determines its own functional
currency, the primary economic environment in which the entity operates, and
items included in the financial statements of each entity are measured using
that functional currency.
Transactions in foreign currencies are recorded at the spot rate at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet
date. All differences are taken to the Statement of Comprehensive Income.
On consolidation of a foreign operation, assets and liabilities are translated
at the balance sheet rate, income and expenses are translated at average
foreign currency rates prevailing for the relevant period. Gains/losses
arising on translation of foreign controlled entities into pounds sterling are
taken to the foreign currency translation reserve.
Other accounting policies
Significant and other accounting policies that summarise the measurement basis
used and are relevant in understanding the financial statements are provided
throughout the notes to the financial statements.
2 Basis of preparation (continued)
New standards, amendments and interpretations adopted by the Group
The group has applied the following standards and amendments for the first
time for their annual reporting period commencing 1 July 2023:
§ Amendments to IAS 1 Presentation of Financial Statements: Classification
of Liabilities as Current or Non-current
§ Amendments to IAS 1: Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting Policies
§ Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates
and Errors - Definition of Accounting Estimates
§ Amendments to IAS 12: Income Taxes - Deferred Tax related to Assets and
Liabilities arising from a Single Transaction - effective 1 January 2023
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
New and amended Standards and Interpretations issued but not effective
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases had not been adopted by
the UK):
§ IFRS S1: General Requirements for Disclosure of Sustainability-related
Financial Information - effective 1 January 2024
§ IFRS S2: Climate-related Disclosures - effective 1 January 2024
§ Amendments to IAS 1: Classification of Liabilities as Current or
Non-Current - effective 1 January 2024
§ Amendments to IFRS 16: Lease Liability in a Sale and Leaseback - effective
1 January 2024
§ Amendments to IAS 1: Non-current Liabilities with Covenants - effective 1
January 2024
§ Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements - effective 1
January 2024
The new and amended Standards and Interpretations which are in issue but not
yet mandatorily effective are not expected to be material.
FINANCIAL PERFORMANCE
3 Segmental information
Operating segments are reported in a manner that is consistent with the
internal reporting to the Board and the executive management team (the chief
operating decision makers). Greatland operates one segment being Exploration
and Evaluation of Minerals and Mine Development in Australia.
4 Employee information
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Wages and salaries 3,492 3,352 769 501
Bonus 919 863 - -
Pension / superannuation 287 349 37 24
Share-based payments 3,280 9,787 65 8,687
Total director and employee benefit expense 7,978 14,351 871 9,212
Average Number Average Number Average Number Average Number
Exploration 12 11 - -
Corporate and other 20 14 7 4
For further details on Director's remuneration refer to Remuneration Report.
4 Employee information (continued)
Recognition and measurement
Employee benefits
Wages, salaries and defined contribution superannuation expenses are
recognised as and when employees render their services. Expenses for
non-accumulating personal leave are recognised when the leave is taken and
measured at the rates paid or payable.
Share-based payments
The accounting policy, key estimates and judgements relating to employee
share-based payments are set out in note 24.
5 Administrative Expenses
Note 2024 2023
£'000
Administrative Expenses
Employee benefits 3,644 2,981
Havieron-Telfer acquisition costs 1,517 -
Other administrative costs 2,039 2,742
Total finance income 7,200 5,723
Recognition and measurement
Administrative expenses are recognised on an accrual basis.
6 Finance income and finance costs
Note 2024 2023
£'000 £'000
Finance income
Interest income 821 1,228
Total finance income 821 1,228
Finance costs
Interest on lease liabilities (13) (7)
Unwinding of discount on provisions 25 (25) (91)
Other (3) (4)
Finance facility fees (684) -
Total finance costs (725) (102)
Recognition and measurement
Interest income is recognised as interest accrues using the effective interest
method.
Provisions and other payables are discounted to their present value when the
effect of the time value of money is significant. The impact of the unwinding
of these discounts is reported in finance costs.
Borrowing costs
General and specific borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are capitalised
during the period that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale.
All other borrowing costs are recognised in income in the period in which they
are incurred.
7 Taxation
2024 2023
£'000 £'000
Components of income tax:
Deferred tax - temporary differences - -
Current tax - -
Income tax expense - -
There was no deferred or current tax during the year or in prior year.
Factors affecting tax charge for the year
The tax assessed on the loss on ordinary activities for the period differs
from the standard rate of corporation tax in the UK of 19% (2023: 19%) and
Australia of 30% (2023: 30%). The differences are explained below:
2024 2023
£'000 £'000
Loss before income tax (14,870) (21,120)
Weighted average applicate rate of tax of 28% (2023: 24%) (4,231) (5,052)
Increase (decrease) in income tax due to:
Share-based payments 977 1,981
Unwind of rehabilitation provision 10 30
Temporary differences (4,125) (1,730)
Net deferred tax assets not brought to account 7,369 4,771
Income tax expense - -
Tax losses
2024 2023
£'000 £'000
Unused tax losses for which no deferred tax asset has been recognised 84,616 57,967
Potential tax benefit - average effective tax rate of 28% 23,761 16,063
The Group has unrecognised carried forward losses for which no deferred tax
asset is recognised as the statutory requirements for recognising those
deferred tax assets have not yet been met. The Group recognises the benefit of
tax losses only to the extent of anticipated future taxable income or gains in
relevant jurisdictions. These losses do not expire. Unrecognised UK revenue
losses for which no deferred tax asset has been recognised are £14.8 million
(2023: £11.3 million). Unrecognised Australian revenue losses for which no
deferred tax asset has been recognised are approximately £69.9 million
(A$134.2 million) (2023: £46.4 million).
Recognition and measurement
Current tax assets and liabilities for the period are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted or
substantially enacted by the reporting date in the countries where the Group
operates.
Full provision is made for deferred taxation resulting from timing differences
which have arisen but not reversed at the reporting date.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
The Group offsets deferred tax assets and deferred tax liabilities if, and
only if, it has a legally enforceable right to set off current tax assets and
current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities which intend
either to settle current tax liabilities and assets on a net basis, or to
realise the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
Deferred tax assets on carried forward losses are only recorded where it is
expected that future trading profits will be generated in which this asset can
be offset. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Tax consolidation
Greatland Holdings Group Pty Ltd, a 100% owned subsidiary of Greatland Gold
plc, and its 100% owned Australian resident subsidiaries formed a tax
consolidated group with effect from 14 February 2023. Greatland Holdings Group
Pty Ltd is the head entity of the tax consolidated group. Members of the tax
consolidated group have entered into a tax funding agreement under which the
wholly-owned entities fully compensate Greatland Holdings Group Pty Ltd for
any current tax payable assumed and are compensated by Greatland Holdings
Group Pty Ltd for any current tax receivable and deferred tax assets related
to unused tax losses or unused tax credits that are transferred to Greatland
Holdings Group Pty Ltd under the tax consolidation.
8 Earnings per Share
2024 2023
£'000 £'000
Loss for the year (14,870) (21,120)
Weighted average number of ordinary shares of £0.001 in issue 5,084,605,107 4,849,928,345
Basic earnings per share (pence) (0.29) (0.44)
The weighted average number of the Group's shares including outstanding
options is 5,164,700,562 (2023: 4,921,573,345). Dilutive earnings per share
are not included on the basis inclusion of potential ordinary shares would
result in a decrease in basic earnings per share and is considered
anti-dilutive.
Recognition and measurement
Basic earnings per share
Basic earnings per share is calculated by dividing:
§ the profit attributable to owners of the company, excluding any costs of
servicing equity other than ordinary shares; and
§ by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for any bonus elements in the ordinary shares issued
during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to consider:
§ the after-income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares; and
§ the weighted average number of additional ordinary shares that would have
been outstanding assuming the conversion of all dilutive potential ordinary
shares.
CAPITAL MANAGEMENT
9 Cash and cash equivalents
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash at bank 4,703 25,794 519 489
Short-term deposits 105 5,355 - -
Total cash and cash equivalents 4,808 31,149 519 489
Recognition and measurement
Cash and cash equivalents in the consolidated statement of financial position
and consolidated statement of cash flows comprise cash at bank and short-term
deposits that are readily convertible to known amounts of cash with
insignificant risk of change in value. Short-term deposits are usually between
one to three months depending on the short-term cash flow requirements of the
Group. The Group holds short-term deposits with financial institutions that
have a long term credit rating of AA- or above.
10 Advanced joint venture cash contributions
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Havieron joint venture cash calls in advance 1,510 12,576 - -
Total advanced joint venture cash contributions 1,510 12,576 - -
Recognition and measurement
Joint venture cash calls are paid in advance of expenditure being incurred.
Once the funds have been incurred, they are transferred out of current assets
and into the relevant asset or expenditure depending on the nature of the
transaction.
11 Trade and other receivables
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
GST receivable 29 116 - -
Loans due from subsidiaries - - 3,382 92,721
Other receivables 108 -
Total trade and other receivables 137 116 3,382 92,721
Recognition and measurement
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method,
less any allowance for the expected future issue of credit notes and for
non-recoverability due to credit risk. The Group applies the simplified
approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables and contract assets. To measure
expected credit losses, trade receivables and contract assets have been
grouped based on shared risk characteristics. No such credit loss has been
recorded in these financial statements as any effect would be immaterial.
Key estimates and assumptions - Impairment on loan due from subsidiary
The Company holds loans due from its 100% owned subsidiaries. The recoverable
amount of the loan is dependent on the successful development and commercial
exploration of Havieron, or alternatively, sale of the respective area of
interest. Management has concluded the loans will be recoverable on this
basis.
12 Trade and other payables
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade and other payables 624 1,492 84 197
Payroll tax and other statutory liabilities 171 192 - -
Juri joint venture funds received in advance - 28 - -
Accruals(1) 4,399 6,799 84 -
Total trade and other payables 5,197 8,511 168 197
(1)Accruals are primarily related to accrued interest on the Newcrest
Operations Limited loan balance of £1.4 million (2023:£1.4 million), accrued
capital expenditure related to the Havieron Joint Venture £1.4 million
(2023:£4.2 million) and accrued operating expenditure £1.6 million
(2023:£1.2 million).
Recognition and measurement
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent
liabilities for goods and services provided to the Group prior to the end of
the financial year that are unpaid and arise when the Group becomes obliged to
make future payments in respect of the purchase of these goods and services.
The amounts are unsecured and are usually paid within 30 days of
recognition.
Employee benefits
Short term employee benefits are liabilities for wages and salaries, including
non-monetary benefits, annual leave and accumulating sick leave that are
expected to be settled wholly within 12 months after the end of the period in
which the employees render the related service are recognised in respect of
employees' services up to the end of the reporting period and are measured at
the amounts expected to be paid when the liabilities are settled. The
liabilities are presented as current other payables and accruals in the
statement of financial position.
13 Borrowings
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Opening balance 41,503 43,103 - -
Capitalised interest - 45 - -
Effect of foreign exchange revaluation 38 1,661 - -
Adjustment of currency translation (48) (3,306) - -
Total non-current borrowings 41,493 41,503 - -
The borrowings presented above relate to a loan agreement with Newcrest
Operations Limited, a wholly owned subsidiary of Newmont Corporation, dated 29
November 2020 in respect of Havieron. As at 30 June 2024, the loan was fully
drawn down. The key terms of the facility with Newcrest include:
§ The loan is made up of Facility A and Facility B with values of US$20
million and US$30 million respectively, in addition to capitalised interest;
§ Interest is calculated on the LIBOR rate plus a margin of 8% annually and
is calculated every 90 days. Following the removal of LIBOR this was
subsequently updated to SOFR plus a margin of 8.26161%;
§ The facility is secured against Greatland's share of the Havieron asset;
§ Repayment of the loan is from 80% of net proceeds from the sale of
Havieron products and must be repaid by the earlier of 10 years from the date
of the Feasibility Study or 12 years from the date of the Newcrest Loan
Agreement;
§ There are no financial covenants.
Unrealised foreign exchange loss of £0.1 million (2023: £1.7 million) was
incurred on the US$52.4 million loan balance held by the Australian
subsidiary. The functional currency of the Australian subsidiary is Australian
dollars while the loan is denominated in US dollars. The exchange rate
decreased during the year from 0.6630 USD/AUD at 30 June 2023 to 0.6624
USD/AUD at 30 June 2024.
Exchange differences arising on the translation of the functional currency of
the Australian subsidiary differing from the Group's presentation currency
resulted in a reduction to borrowings of £0.1 million during the year (2023:
reduction of £3.3 million). The exchange rate decreased during the year from
0.5250 GBP/AUD at 30 June 2023 to 0.5244 GBP/AUD at 30 June 2024.
At 30 June 2024, Greatland has access to a A$50 million (£26.0 million)
standby loan facility with Wyloo undrawn at year end. Refer to note 28 for
details of the extinguishment of the facility post year end.
Details of the Group's exposure to risks and the maturity of the loan are set
out in note 15.
13 Borrowings (continued)
Recognition and measurement
At initial recognition, financial liabilities are classified as financial
liabilities at fair value through profit or loss, amortised cost, or as
derivatives designated as hedging instruments in an effective hedge, as
appropriate. All financial liabilities are recognised initially at fair value
and, in the case of those measured at amortised cost, net of directly
attributable transaction costs. The subsequent measurement of financial
liabilities depends on their classification, as described below.
Financial liabilities measured at amortised cost
Borrowings are measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the effective interest method amortisation
process.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest. Refer to note 17 for interest capitalised to mine development.
14 Equity
Note No. of Shares Share Capital Share Premium Merger Reserve Total
£'000
£'000
£'000 £'000
Balance at 1 July 2023 of authorised fully paid shares 5,068,626,282 5,069 70,821 27,494 103,384
Issued at £0.025 - exercise of options on 24 September 2023 1,500,000 2 36 - 38
Issued at £0.030 - exercise of options on 24 September 2023 1,250,000 1 36 - 37
Issued at £0.003 - exercise of options on 1 October 2023 14,000,000 13 24 - 37
Issued at £0.014 - exercise of options on 1 October 2023 2,500,000 3 33 - 36
Issued at £0.020 - exercise of options on 1 October 2023 2,500,000 3 48 - 51
Balance at 30 June 2024 of authorised fully paid shares 5,090,376,282 5,091 70,998 27,494 103,583
Note No. of Shares Share Capital Share Premium Merger Reserve Total
£'000
£'000
£'000 £'000
Balance at 1 July 2022 of authorised fully paid shares 4,070,547,171 4,071 36,166 225 40,462
Issued at £0.001 - Havieron contingent consideration on 2 Aug 2022 (a) 138,981,150 138 - - 138
Issued at £0.082 - from equity raise on 25 Aug 2022 (b) 362,880,180 362 - 29,393 29,755
Issued at £0.078 - from Wyloo subscription on 7 Oct 2022 (c) 430,024,390 430 33,104 - 33,534
Issued at £0.0765 - Havieron 5% option fee to advisor on 11 Nov 2022 13,443,391 13 1,015 - 1,028
Issued at £0.020 - exercise of options on 9 January 2023 25,000,000 25 25 - 50
Issued at £0.025 - exercise of options on 9 January 2023 8,750,000 9 210 - 219
Issued at £0.070 - exercise of options on 9 January 2023 7,500,000 8 45 - 53
Issued at £0.025 - exercise of options on 30 January 2023 5,000,000 5 120 - 125
Issued at £0.03 - exercise of options on 30 January 2023 3,000,000 3 87 - 90
Issued at £0.001 - exercise of options on 13 February 2023 500,000 1 - - 1
Issued at £0.025 - exercise of options on 9 March 2023 1,500,000 2 36 - 38
Issued at £0.03 - exercise of options on 9 March 2023 1,500,000 2 43 - 45
Less: transaction costs on share issue - - (30) (2,124) (2,154)
Balance at 30 June 2023 of authorised fully paid shares 5,068,626,282 5,069 70,821 27,494 103,384
(a) Contingent deferred acquisition consideration
In July 2022 (prior to the outcome of the Havieron 5% option process),
Greatland successfully renegotiated the deferred consideration that was due to
be paid in respect of its 2016 acquisition of Havieron. The original terms of
the acquisition comprised an initial payment of A$25,000 in cash and
65,490,000 new ordinary shares. A further 145,530,000 new ordinary shares were
payable if Greatland's ownership interest in Havieron reduced to 25% or less,
or upon a decision to mine at Havieron whichever occurs earlier.
The 145,530,000 deferred share payment was renegotiated as follows:
i) 138,981,150 Greatland shares were issued to the vendor nominee, Five
Diggers, during the year. This represented a 4.5% reduction in total shares
issued relative to the ordinary agreed quantum
ii) In respect of the 138,981,150 shares issued, Five Diggers are subject
to the following restrictions:
§ A lock up which prohibits any shares from being disposed of for the first
12 months from grant, subject to carveouts (such as recommend takeovers), and
§ Orderly market arrangement, under which the shares may only be traded
through Greatland's broker (subject to customary carve outs)
The new ordinary shares were issued in Greatland on 2 August 2022. The fair
value of the contingent consideration formed part of the original acquisition
in 2016 and as such the equity instruments were issued to share capital for
£0.001 as required by the Companies Act 2006, with nil value attributable to
share premium in August 2022.
(b) August 2022 equity raise
On 25 August 2022, Greatland raised total gross proceeds of £29.8 million
through placing 362,880,180 new ordinary shares at an issue price of £0.082.
The raise was facilitated through an incorporated Jersey registered company,
Ferdinand (Jersey) Limited. The proceeds of the share issue were held in trust
by Greatland on behalf of Ferdinand (Jersey) Limited, which was then acquired
by way of share for share exchange in circumstances which qualified for merger
relief, therefore no amount was recognised as share premium on the share issue
as required under section 612 of the Companies Act.
The amount recognised in the merger reserve reflects the amount by which the
fair value of the shares issued exceeded their nominal value and is recorded
within the merger reserve on consolidation, rather than in a share premium
account.
(c) Strategic placement to Wyloo
On 12 September 2022, Greatland entered into an agreement for a strategic
equity investment with Wyloo, a privately owned minerals investment company.
Wyloo subscribed for 430,024,390 shares for A$60 million (£33.5 million), an
equivalent at the date of the agreement of £0.082 per share. This placement
occurred at the same price as the August 2022 raise which equated to a small
premium to the five-day VWAP of 9 September 2022. The transaction was approved
by shareholders on 7 October 2022, resulting in Wyloo becoming Greatland's
largest shareholder with approximately 8.6% of shares on issue. Settlement
occurred on 14 October 2022 at a converted share price of £0.078 per share.
On settlement, the A$60 million (£33.5 million) consideration received from
Wyloo was allocated to share capital and share premium reflecting the fair
value of the ordinary shares at settlement date.
As part of the equity subscription, a further £35 million may be raised from
Wyloo in the future through the conversion of 352,620,000 warrants with a
strike price of £0.10 per share and expiry date of 6 October 2025. The
warrants were recognised in the statement of financial position at nil value
on issue.
(d) Farm-in to Rio Tinto Exploration's Paterson South
In May 2023, Greatland entered into a farm-in and joint venture agreement with
Rio Tinto in respect of the Paterson South Project which comprises of nine
exploration licences. Under the farm-in and joint venture arrangement,
Greatland is required to make a payment to RTX of A$350,000 which Greatland
has elected to settle in shares. TAt the time of this report the shares are
yet to be issued. As the farm-in and joint venture agreement was executed
during the prior year, the up-front payment was capitalised as part of the
acquisition costs of the tenements and recognised in share-based payment
reserves until the shares are issued.
Capital management
Greatland's capital includes shareholders' equity, reserves and net debt. Net
debt is defined as borrowings and lease liabilities less cash and cash
equivalent.
Management controls the capital of the Group to generate long-term shareholder
value and ensure that the Group can fund operations and continue as a going
concern. Management effectively manages the Group's capital by assessing the
Group's financial risks and adjusting its capital structure in response to
changes in these risks and in the market. These responses include share issues
and debt considerations. Given the nature of the Group's current activities,
the entity will remain dependent on debt and equity funding in the short to
medium term until such time as the Group becomes self-financing from the
commercial production of mineral resources.
Recognition and measurement
Share capital and share premium
Share capital is the nominal value of shares issued at £0.001.
Share premium is the amount subscribed for share capital in excess of nominal
value, less share issue cost.
Ordinary shares participate in dividends and the proceeds on winding up the
Company in proportion to the number of shares held. At shareholder meetings
each ordinary share is entitled to one vote when a poll is called, otherwise
each shareholder has one vote on a show of hands.
14 Equity (continued)
Merger reserve
Where the Company issues equity shares in consideration for securing a holding
of at least 90% of the nominal value of each class of equity in another
company, the application of merger relief is compulsory. Merger relief is a
statutory relief from recognising any share premium on shares issued. A merger
reserve is recorded equal to the value of share premium which would have been
recorded if the provisions of section 612 of the Companies Act 2006 had not
been applicable.
15 Financial risk management
This note explains the Group's material exposure to financial risks and how
these risks could affect the Group's future financial performance.
Financial Risks Exposure arising from Measurement Management
Market risk - foreign exchange Recognised financial assets and liabilities not denominated in GBP § Cash flow forecasting Assessment of use of financial instruments, hedging contracts or techniques to
mitigate risk
§ Sensitivity analysis
Market risk - interest rate Long-term borrowings at variable rates § Cash flow forecasting Assessment of use of financial instruments, hedging contracts or techniques to
mitigate risk
§ Sensitivity analysis
Credit risk Cash and cash equivalents § Credit ratings Diversification of banks, credit limits, investment grade credit ratings
Liquidity risk Borrowings and other liabilities § Rolling cash flow forecasts Availability of committed credit lines and borrowing facilities, equity raises
There have been no changes in financial risks from the previous year. The
Group did not have any hedging in place at 30 June 2024 or in prior year.
Details on commodity price risk is included in the Principal Risks and
Uncertainties section above.
Market Risk
(a) Foreign currency risk and sensitivity analysis
The Group's exposure to foreign currency risk at the end of the reporting
period was as follows:
2024 2023
USD AUD USD AUD
$'000 $'000 $'000 $'000
Cash and cash equivalents - 8,179 - 58,400
Borrowings (52,412) - (52,412) -
The following table demonstrates the sensitivity of the exposure at the
balance sheet date to a reasonably possible change in AUD/USD/GBP exchange
rate, with all other variables held constant. The impact on the Group's profit
before tax and equity is due to changes in the fair value of monetary assets
and liabilities, expressed in GBP.
Effect on profit before tax
2024 2023
£'000 £'000
USD/GBP exchange rate - increase 4% (2023: 4%) (1,660) (1,660)
USD/GBP exchange rate - decrease 4% (2023: 4%) 1,660 1,660
AUD/GBP exchange rate - increase 6% (2023: 10%) 257 3,066
AUD/GBP exchange rate - decrease 6% (2023: 10%) (257) (3,066)
(b) Interest rate risk management and sensitivity analysis
The Group's policy is to retain its surplus funds in interest bearing deposit
accounts including term deposits available up to twelve months' maximum
duration. An increase / decrease of 2% in interest rates will impact the
Group's income statement by a gain/loss of £0.3 million (2023: £1.2
million). The Group considers that a +/-2% movement in interest rates
represents reasonable possible changes.
The Group has borrowing facilities with Newmont as part of the Havieron
project with a total facility limit of US$50 million, excluding interest.
Interest is calculated on the SOFR plus a margin of 8.26161% pa. Interest is
calculated every 90 days. Under the Group's accounting policy, interest on the
loan is capitalised to mine development and therefore movements in interest
rates had no impact on the profit or loss in the current year.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations
under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its financing activities,
including deposits with financial institutions. At the reporting date, the
carrying amount of the Group's financial assets represents the maximum credit
exposure.
The credit risk on cash and cash equivalents is managed by restricting dealing
and holding of funds to banks which are assigned high credit ratings by
international credit rating agencies. The Group's cash and cash equivalents as
at 30 June 2024 are predominately held with financial institutions with an
investment grade long term credit rating with Standard & Poor's. As
short-term deposits have maturity dates of less than twelve months, the Group
has assessed the credit risk on these financial assets using life time
expected credit losses. In this regard, the Group has concluded that the
probability of default on the term deposits is relatively low. Accordingly, no
impairment allowance has been recognised for expected credit losses on the
short-term deposits.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation. The Group manages liquidity risk by conducting
regular reviews of the timing of cash flows to ensure sufficient funds are
available to meet these obligations.
(a) Maturities of financial liabilities
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities. The amounts
disclosed in the table are contractual discounted cash flows. Balances due
within 12 months equal their carrying balances as the impact of discounting is
not significant.
Contractual maturities of financial liabilities Total contractual cashflows
At 30 June 2024 Less than 6 months 6- 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years £'000 Carrying amount
£'000 £'000 £'000 £'000 £'000 £'000
Trade payables 5,193 - - - - 5,193 5,193
Borrowings - - 41,493 - - 41,493 41,493
Lease liabilities 74 75 125 51 - 325 309
Total liabilities 5,267 75 41,618 51 - 47,011 46,995
Contractual maturities of financial liabilities Total contractual cashflows
At 30 June 2023 Less than 6 months 6- 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years £'000 Carrying amount
£'000 £'000 £'000 £'000 £'000 £'000
Trade payables 8,511 - - - - 8,511 8,511
Borrowings - - 41,503 - - 41,503 41,503
Lease liabilities 75 76 129 155 - 435 412
Total liabilities 8,586 76 41,632 155 - 50,449 50,426
INVESTED CAPITAL
16 Exploration and evaluation assets
Note 2024 2023
£'000 £'000
As at 1 July 264 94
Additions (a) - 189
Disposals (27)
Adjustment of currency translation - (19)
As at 30 June 237 264
(a) Farm-in to Rio Tinto Exploration's Paterson South
Greatland entered into a farm-in and joint venture agreement with RTX during
the year in respect of the Paterson South Project which comprises of nine
exploration licences. Greatland elected to settle the up-front payment to RTX
of A$350,000 in shares. Refer to note 14(d) for further details.
Recognition and measurement
Exploration and evaluation and development assets includes acquisition costs,
costs associated with exploring, investigating, examining and evaluating an
area of mineralisation, and assessing the technical feasibility and commercial
viability of extracting the mineral resource from that area.
Exploration and evaluation expenditure is capitalised and carried forward to
the extent that it relates to:
(i) acquisition costs; or
(ii) costs are expected to be recouped through successful development and
exploitation of the area of interest or alternatively through sale.
If the above criteria are not met, exploration expenditure is expensed when
incurred.
The recoverability of the exploration and evaluation assets is dependent on
the successful development and commercial exploration, or alternatively, sale
of the respective area of interest. Exploration and evaluation assets are
assessed for impairment if one or more of the following facts and
circumstances exist:
§ the right to explore the specific area has expired during the period or
will expire in the near future, and is not expected to be renewed;
§ substantive expenditure on further exploration for and evaluation of
mineral resources is the specific areas is neither budgeted nor planned;
§ exploration and evaluation of mineral resources in the specific area have
not led to the discovery of commercially viable quantities of mineral
resources and the company has decided to discontinue such activities in the
specific area;
§ sufficient data exists to indicate that, although development in the
specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.
An exploration and evaluation asset will be reclassified to mine development
when the technical feasibility and commercial viability of extracting a
mineral resource are demonstrable.
17 Mine Development
Assets under construction Rehabilitation asset Total
£'000
£'000 £'000
As at 1 July 2022 33,835 1,747 35,582
Additions 23,367 - 23,367
Capitalised interest 5,406 - 5,406
Adjustment of currency translation (4,294) (130) (4,424)
As at 30 June 2023 58,314 1,617 59,931
Additions 16,386 - 16,386
Capitalised interest 5,767 - 5,767
Adjustment of currency translation 92 (2) 90
As at 30 June 2024 80,559 1,615 82,174
Recognition and measurement
Mine Development
Mine development represents expenditure incurred when the technical
feasibility and commercial viability of extracting a mineral resource are
demonstrable and includes costs incurred up until such time as the asset is
capable of being operated in a manner intended by management.
Mine development is stated at historical cost less impairment losses, if any.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items and costs incurred in bringing the asset into use.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item flow to the Group and the cost of
the item can be measured reliably. The carrying amount of the replaced part is
de-recognised. All other repairs and maintenance costs are recognised in the
income statement as incurred.
Depreciation does not commence until the asset is in the location and
condition necessary for it to be capable of operating in the manner intended
by management.
An item of mine development is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included in
the income statement when the asset is derecognised.
Impairment
At each reporting date, the Company assesses whether there are any indicators
of impairment. If any indicator exists, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's
or cash generating unit's (CGU) fair value less cost of disposal and its value
in use. Recoverable amount is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets. When the carrying amount of an asset or
CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
The recoverable amount of mine development is dependent on the Company's
estimate of the Ore Reserve that can be economically and legally extracted.
The Company estimates its Ore Reserve and Mineral Resource based on
information compiled by appropriately qualified persons relating to the
geological data on the size, depth and shape of the ore body, and requires
complex geological judgments to interpret the data.
Impairment losses are recognised in the profit or loss.
Capitalised borrowing costs
General and specific borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are capitalised
during the period of time that is required to complete and prepare the asset
for its intended use or sale. Qualifying assets are assets that necessarily
take a substantial period of time to get ready for their intended use or sale.
17 Mine Development (continued)
Key estimates and assumptions - Mine Development
Development activities commence after commercial viability and technical
feasibility of the project is established. Judgement is applied by management
in determining when a project is commercially viable and technically feasible.
In exercising this judgement, management is required to make certain estimates
and assumptions as to future events. If, after having commenced the
development activity, a judgement is made that a development asset is impaired
the relevant capitalised amount will be written off to the income statement.
The Group's estimate of the Havieron Ore Reserve and Mineral Resource is based
on information compiled by appropriately qualified persons relating to the
geological data on the size, depth and shape of the ore body, and requires
complex geological judgments to interpret the data. The estimation is based on
factors such as estimates of foreign exchange rates, commodity prices, future
capital requirements, and production costs along with geological assumptions
and judgments made in estimating the size and grade of the ore body and
removal of waste material. Management have determined the mine development
asset to be recoverable based on the Havieron Reserve and Resource. Future
changes in these estimates may impact upon the carrying value of mine
properties, property, plant and equipment, and provision for rehabilitation. A
copy of the Havieron Reserve and Resource is available on the company's
website: https://greatlandgold.com
18 Leases
(a) Amounts recognised in the balance sheet
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Right-of-use asset
Office and other leases 312 418 - -
Lease liabilities
Current lease liabilities 133 128 - -
Non-current lease liabilities 176 284 - -
Total lease liabilities 309 412 - -
Maturity analysis of undiscounted future lease payments
Within one year 149 128 - -
Later than one year but not later than five years 176 307 - -
Later than five years - - - -
Total undiscounted future lease payments 325 435 - -
Additions to the right-of-use assets during the year were £0.1 million (2023:
£0.4 million) associated with the extension to the office and warehouse
leases.
(b) Amounts recognised in the statement of comprehensive income
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Depreciation charge of right-of-use assets 133 197 - 13
Interest expense (included in finance cost) 13 7 - 1
Expense relating to short-term leases of low value (included in administrative 13 6 - -
expense)
(c) The group's leasing activities and how these are accounted for
The Group leases various offices, warehouses, equipment and vehicles. Rental
contracts are typically made for fixed periods of 6 months to 8 years.
Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an
expense in the statement of profit or loss. Short-term leases are leases with
a lease term of 12 months or less without a purchase option. Low-value assets
comprise IT equipment and office furniture.
(d) Extension and termination options
Extension options are included in the leases if it is reasonably certain the
lease terms are to be extended. These are used to maximise operational
flexibility in terms of managing the assets used in the group's operations.
18 Leases (continued)
Recognition and measurement
Assets and liabilities arising from a lease are initially measured on present
value basis. Lease liabilities include the net present value of the
following lease payments:
§ fixed payments (including in-substance fixed payments), less any lease
incentives receivable
§ variable lease payments that are based on an index or a rate, initially
measured using the index or rate as at the commencement date
§ amounts expected to be payable by the group is reasonably certain to
exercise that option, and
§ payments of penalties for terminating the lease, if the lease term reflects
the group exercising that option
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions.
The group is exposed to potential future increases in variable lease payments
based on an index or rate, which are not included in the lease liability until
they take effect. When adjustments to lease payments based on an index or rate
take effect, the lease liability is reassessed and adjusted against the
right-of-use asset.
Lease payments are allocated between principal and finance costs. The finance
cost is charged to profit or loss over the lease period to produce a constant
periodic rate of interest on the remaining balance of the liability for each
period.
Right-of-use assets are measured at cost comprising the following:
§ the amount of the initial measurement of lease liability
§ any lease payments made at or before the commencement date less any lease
incentives received
§ any initial direct costs, and restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
19 Property, plant and equipment
Property, Plant & Equipment IT Equipment
Motor Vehicles £'000 £'000 Total
£'000 £'000
Opening net book amount 1 July 2022 59 36 - 95
Additions - - 21 21
Disposals - - - -
Depreciation (9) (12) (5) (26)
Adjustment to currency translation (3) (2) (1) (6)
Closing net book value 30 June 2023 47 22 15 84
Cost 145 191 20 356
Accumulated depreciation (98) (169) (5) (272)
Net book amount 30 June 2023 47 22 15 84
Additions 57 - 12 69
Disposals (2) - - (2)
Depreciation (11) (10) (8) (29)
Adjustment to currency translation (5) - - (5)
Closing net book value 30 June 2024 86 12 19 117
Cost 179 191 32 402
Accumulated depreciation (93) (179) (13) (285)
Net book amount 30 June 2024 86 12 19 117
19 Property, plant and equipment (continued)
Recognition and measurement
Plant and equipment is stated at historical cost. Historical cost includes
expenditure that is directly attributable to the acquisition of the items and
costs incurred in bringing the asset into use.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item flow to the Group and the cost of
the item can be measured reliably. The carrying amount of the replaced part is
de-recognised. All other repairs and maintenance costs are recognised in the
income statement as incurred.
An item of property, plant and equipment and any significant part initially
recognised is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in the
income statement when the asset is derecognised.
Depreciation methods and useful lives
Depreciation is calculated using the straight-line method to allocate their
costs over their estimated useful lives, or in the case of leasehold
improvements and curtained leased plant and equipment, the shorter lease term
as follows:
§ Motor vehicles: 8 -
10 years
§ Equipment:
5 - 10
years
§ IT equipment: 3
- 5 years
§ Leasehold improvements: 2 - 10 years
20 Commitments
Capital commitments
Capital expenditure contracted for at the end of the reporting period but not
recognised as liabilities is as follows:
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Within one year 2,825 4,589 - -
Between one and five years - - - -
Later than five years - - - -
Total capital commitments 2,825 4,589 - -
GROUP STRUCTURE AND RELATED PARTY INFORMATION
21 Investment in subsidiaries
As at, and throughout the financial year ended 30 June 2024, the ultimate
parent entity of the Group was Greatland Gold plc. Information relating to
subsidiaries is included below:
Company Company
2024 2023
£'000 £'000
Investment in subsidiaries 90,760 250
Total 90,760 250
Debt to Equity Conversion
On 31 May 2024 Greatland Gold plc executed a debt to equity conversion of its
loan with 100% owned subsidiary, Greatland Holdings Pty Ltd through a share
subscription agreement. The intercompany loan historically has been eliminated
on consolidation as it is between members of the consolidated group. On 31 May
2024 Greatland Gold plc held a receivable from Greatland Holdings Pty Ltd of
£90.51 million which was converted to equity through a Share subscription
agreement at a price of A$1 per share. This resulted in the issue of
174,058,276 shares from Greatland Holdings Pty Ltd to Greatland Gold plc and
the extinguishment of the intercompany loan balance.
At 30 June 2024 the balance of the investment in subsidiary held by Greatland
Gold plc is £90.76 million (2023: £0.25 million) post the debt to equity
conversion.
Country of % interest
Controlled entities Notes incorporation Class 2024 2023
Greatland Pty Ltd Australia Common 100% 100%
Greatland Holdings Group Pty Ltd (a) Australia Common 100% 100%
Greatland Exploration Pty Ltd (a) Australia Common 100% 100%
Greatland Juri Pty Ltd (a) Australia Common 100% 100%
Greatland Paterson South Pty Ltd (a) Australia Common 100% 100%
(a) The wholly owned subsidiaries were formed and incorporated in the prior
financial year.
The registered address of the Australian subsidiaries is Level 3, 502 Hay
Street, Subiaco, WA 6008.
Recognition and measurement
Investments in subsidiary companies are classified as non-current assets and
included in the statement of financial position of the Company at cost, less
any provision for impairment.
Investments in subsidiaries that suffered an impairment are reviewed for
possible reversal of the impairment at the end of each reporting period.
22 Interest in joint arrangements
Set out below are the joint arrangements of the group:
% interest
Joint arrangement Holding entity 2024 2023 Nature of business
Havieron Joint Venture Greatland Pty Ltd 30% 30% Development and exploration of precious and base metals
Juri Joint Venture Greatland Juri Pty Ltd 49% 49% Exploration of precious and base metals
Paterson South Joint Venture* Greatland Paterson South Pty Ltd - - Exploration of precious and base metals, entered into on 30 May 2023
* Formation of Paterson South JV is subject to Greatland Paterson South Pty
Ltd satisfying the initial minimum expenditure and drilling commitments
required as part of the farm-in with Rio Tinto.
Recognition and measurement
A joint operation is a joint arrangement whereby the parties of the
arrangement have rights to the assets, and obligations for the liabilities,
relating to the arrangement.
When the Group undertakes its activities under joint operations, the Group as
a joint operator recognises in relation to its interest in a joint operation:
§ Its assets, including its share of any assets held jointly
§ Its liabilities, including its share of any liabilities incurred jointly
§ Its revenue from the sale of its share of the output arising from the joint
operation
§ Its share of the revenue from the sale of the output by the joint operation
§ Its expenses, including its share of any expenses incurred jointly.
In some cases, Greatland participates in unincorporated joint venture
arrangements where it has the rights to its share of the assets and
obligations and its share of the revenue and expenses of the arrangement, but
it does not share joint control. In such cases, Greatland accounts for its
share of the assets, liabilities, revenues and expenses in accordance with the
IFRSs applicable to the particular assets, liabilities, revenues and expenses
and obligations for the liabilities relating to the arrangement similar to a
joint operation noted above.
23 Related party transactions
Remuneration of key management personnel
2024 2023
£ £
Short-term employee benefits 2,217,625 2,004,039
Share-based payments 2,344,082 9,420,547
Long-term employee benefits 16,216 18,799
Post-employment benefits 98,529 85,555
Total 4,676,452 11,528,940
Detailed information about the remuneration received by each key management
person is provided in the remuneration report.
Transactions with key management personnel
There were no transactions with key management personnel during the period.
OTHER NOTES
24 Share-based payments
The total expense arising from the share-based payment transactions recognised
during the year was as follows:
Note 2024 2023
£'000 £'000
Employee long term incentive plan (a) 3,442 981
Directors' co-investment options (b) - 8,611
Other schemes(1) (162) 195
Total 3,280 9,787
(1) Negative amount relates to reversal of share-based payment expense on
forfeited CFO shares due to resignation during the period.
(a) Employee Long Term Incentive Plan (LTIP)
Greatland's Board approved LTIP became effective in February 2022. The LTIP is
designed to provide long-term incentives for employees (including executive
directors) to deliver long-term shareholder returns. Under the LTIP,
participants are granted performance rights or options which vest if certain
performance standards are met. Participation in the plan is at the Board's
discretion and no individual has a contractual right to participate in the
plan or to receive any guaranteed benefits.
Set out below are performance rights and options granted under the Company's
Employee Equity Incentive Plan over ordinary shares which are granted for nil
cash consideration. Management has assessed that non-market and market
conditions are more than probable to be achieved by the expiry date and
therefore the total value of the performance rights incorporates all
performance rights awarded. The expense recorded as share-based payments is
recognised to the service period end date on a straight-line basis as the
service conditions are inherent in the award.
Each performance right and option converts to one ordinary share in the
Company upon satisfaction of the performance conditions linked to the
performance rights. The performance rights do not carry any other privileges.
The fair value of the non-market condition performance rights granted is
determined based on the number of performance rights awarded multiplied by the
Company's share price on the date awarded.
The expense for the period of £3.4 million represents the fair value of the
instruments expensed over the vesting period.
The Group granted the following on 19 September 2023:
§ FY23 Performance Rights: 13,306,047 performance rights on 27 July 2022
under the Greatland LTIP which were in respect of the 2023 financial year. The
amount of performance rights will vest depending on a number of performance
targets during a three year performance period from 1 July 2023 to 30 June
2025. The share-based payment expense to be recognised in future periods is
£0.7 million.
§ Employee Retention Rights: 31,100,000 nominally priced share options of
£0.001 on a once off basis to incentivise retention through a pivotal period
of the Group's growth. Subject to satisfaction of service criteria, the holder
must be employed by Greatland on 28 February 2026 to exercise. The share-based
payment expense to be recognised in future periods is £1.9 million.
§ Employee Co-Investment Options: 302,700,000 grant of premium priced share
options of £0.119 to incentivise retention through a pivotal period in the
Group's growth and align their interests to pursue value growth for all
shareholders. Subject to satisfaction of service criteria, the holder must be
employed by Greatland on 28 February 2026 to exercise. The share-based payment
expense to be recognised in future periods is £5.3 million.
The fair value at grant date is independently determined using an adjusted
form of the Black-Scholes Model which includes a Monte Carlo simulation model
for the TSR rights. The key assumptions were as follows:
Fair value of performance rights and assumptions 2023 LTIP Retention Rights Co-Investment Options
Volume Granted 13,306,047 31,100,000 302,700,000
Grant date 19 September 2023 19 September 2023 19 September 2023
Fair value - market hurdle £0.03875 n/a n/a
Fair value - non-market hurdle £0.07008 £0.07024 £0.01964
Share price at grant date £0.071 £0.071 £0.071
Exercise price £0.001 £0.001 £0.119
Expected volatility 59.17% 69.28% 62.49%
Vesting date 30 June 2025 28 February 2026 28 February 2026
Life of performance rights 10 years 10 years 2.9 years
Expected dividends nil nil nil
Risk free interest rate 4.69% 4.23% 4.49%
Valuation methodology Monte Carlo & Black Scholes Black Scholes
Black Scholes
(b) Directors' Co-investment Options
The Company granted co-investment options in the prior year to subscribe for
new ordinary shares in the Company to four Directors, Mark Barnaba, Elizabeth
Gaines, Paul Hallam and Jimmy Wilson. The co-investment option structure has
been designed to create strong and immediate alignment with shareholders to
deliver substantial share price growth, with the options being set at £0.119,
representing a 45% premium to the equity placement in August 2022 of £0.082.
There are no future amounts associated with these options to be expensed in
future periods.
The Group issued 235,000,000 co-investment options on 12 September 2022. The
fair value at grant date was independently determined using a Binomial
simulation model. The key assumptions were as follows:
Fair value of performance rights and assumptions Directors' options
Grant date 12 September 2022
Fair value £0.0366
Share price at grant date £0.0902
Exercise price £0.119
Expected volatility 60%
Vesting date 12 September 2022
Life of options 4 years
Expected dividends 0.00%
Risk free interest rate 2.92%
Valuation methodology Binominal
Options
The following table illustrates the number of, and movements in options during
the period:
Weighted average exercise price Year ended 30 June 2024 Weighted average exercise price Full year ended
30 June 2024 30 June 2023 30 June 2023
Outstanding at the beginning of the year £0.112 261,750,000 £0.026 79,000,000
Granted during the period £0.119 302,700,000 £0.119 235,000,000
Exercised during the period £0.009 (21,750,000) £0.012 (52,250,000)
Forfeited during the period - - - -
Outstanding at the end of the period £0.116 542,700,000 £0.112 261,750,000
Vested and exercisable £0.119 240,000,000 £0.110 256,750,000
Rights
The following table illustrates the number of, and movements in rights during
the period:
Weighted average exercise price Year ended 30 June 2024 Weighted average exercise price Full year ended
30 June 2024 30 June 2023 30 June 2023
Outstanding at the beginning of the year £0.001 23,500,000 £0.001 23,500,000
Granted during the period £0.001 44,406,047 - -
Exercised during the period - - - -
Forfeited during the period £0.001 (5,219,472) - -
Outstanding at the end of the period £0.001 62,686,575 £0.001 23,500,000
Vested and exercisable - - - -
Recognition and measurement
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they were granted. Non-vesting conditions and market vesting conditions are
factored into the fair value of the options granted. If all other vesting
conditions are satisfied, a charge is made irrespective of whether the
marketing vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve market vesting conditions or where a
non-vesting condition is not satisfied.
Estimating fair value for share-based payment transactions requires
determining the most appropriate valuation model, which is dependent on the
terms and conditions of the grant. This estimate also requires determining the
most appropriate inputs to the valuation model including the expected life of
the share option, volatility and dividend yield and making assumptions about
them.
The fair value of options granted to directors and others in respect of
services provided is recognised as an expense in the profit and loss account
with a corresponding increase in equity reserves - the share-based payment
reserve.
On exercise or cancellation of share options, the proportion of the
share-based payment reserve relevant to those options is transferred to the
profit and loss account reserve. On exercise, equity is also increased by the
amount of the proceeds received. The fair value is measured at grant date and
the charge is spread over the relevant vesting period.
Key estimates and assumptions - Share-based payments
The fair value of performance rights is measured using a Black-Scholes model
which includes a Monte Carlo simulation model for the TSR rights. The fair
value includes assumptions for the expected volatility, dividend yield and a
risk-free rate as at the measurement date which are detailed above. A 60%
volatility was applied based on the parent entity's historical volatility of
the share price and considering the volatility of several peer companies.
25 Provisions
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Current provisions
Employee benefits - 186 - 186
Total current provisions - 186 - 186
Non-current provisions
Employee benefits 98 63 - -
Lease make good provision 14 14 - -
Rehabilitation, restoration and dismantling 1,898 1,873 - -
Total non-current provision 2,010 1,950 - -
Total provisions 2,010 2,136 - 186
Movements in each class of provision during the financial year are set out
below:
Employee benefits Lease make good
£'000
Rehabilitation £'000 Total
£'000 £'000
As at 1 July 2023 1,873 249 14 2,136
Additional provisions recognised - 37 - 37
Amounts used during the year - (186) - (186)
Unwinding of discount 25 - - 25
Adjustment to currency translation - (2) - (2)
As at 30 June 2024 1,898 98 14 2,010
Recognition and measurement
Employee Benefits
The leave obligations cover the Group's liabilities for long service leave
which are classified as other long-term benefits. The Group has liabilities
for long service leave that are not expected to be settled wholly within 12
months after the end of the period in which the employees render the related
service. These obligations are therefore measured as the present value of
expected future payments to be made in respect of services provided by
employees up to the end of the reporting period, using the projected unit
credit method. Consideration is given to expected future wage and salary
levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the end of the reporting
period of high-quality corporate bonds with terms and currencies that match,
as closely as possible, the estimated future cash outflows. Remeasurements
because of experience adjustments and changes in actuarial assumptions are
recognised in profit or loss. The obligations are presented as current
liabilities in the balance sheet if the entity does not have an unconditional
right to defer settlement for at least 12 months after the reporting period,
regardless of when the actual settlement is expected to occur.
Lease make good provisions
The Group is required to restore the leased premises to their original
condition at the end of the respective lease terms. A provision has been
recognised for the present value of the estimated expenditure required to
remove any leasehold improvements. These costs have been capitalised as part
of the cost of leasehold improvements and are amortised over the shorter of
the term of the lease and the useful life of the assets.
Rehabilitation, restoration and dismantling
The Group recognises a provision for the estimate of the future costs of
restoration activities on a discounted basis at the time of disturbance. The
nature of these restoration activities includes dismantling and removing
structures, rehabilitating mines, dismantling operating facilities, closure of
plant and waste sites, and restoration, reclamation and re-vegetation of
affected areas. When the liability is initially recognised, the present value
of the estimated costs is capitalised by increasing the carrying amount of the
related assets to the extent that it was incurred by the
development/construction of the asset.
Over time, the discounted liability is increased for the change in the present
value based on a discount rate that reflects current market assessments.
Additional disturbances or changes in rehabilitation costs will be recognised
as additions or changes to the corresponding asset and rehabilitation
liability when incurred. The unwinding of the effect of discounting the
provision is recorded as a finance cost in the statement of comprehensive
income. The carrying amount capitalised as a part of mining assets is
depreciated/amortised over the life of the related asset.
Rehabilitation and restoration obligations arising from the Group's
exploration activities are recognised immediately in the income statement. If
a change to the estimated provision results in an increase in the
rehabilitation liability and therefore an addition to the carrying value of
the related asset, the Group considers whether this is an indication of
impairment of the asset. If the revised assets, net of rehabilitation
provisions, exceed the recoverable amount, that portion of the increase to the
provision is charged directly to the statement of comprehensive income.
Key estimates and assumptions - Rehabilitation provisions
The Group assesses its rehabilitation, restoration and dismantling
(rehabilitation) provision at each reporting date. Significant estimates and
assumptions are made in determining the provision as there are numerous
factors that will affect the ultimate amount payable. These factors include
estimates of the extent, timing and costs of rehabilitation activities,
technological changes, regulatory changes and cost increases as compared to
the inflation rates. These uncertainties may result in future actual
expenditure differing from the amounts currently provided. The provision at
reporting date represents management's best estimate of the present value of
the future rehabilitation costs.
The provision for rehabilitation has been recorded assuming a risk-free
nominal discount rate derived from an Australian 10 year government bond rate
of 4.3% and long-term inflation of 3.0%. The discount rate approximates the
estimated period for when the majority of the future rehabilitation costs are
expected to be incurred.
26 Contingent assets
In November 2022, Greatland entered into an agreement with Flynn Gold to sell
its Tasmanian tenements. The consideration for the purchase consisted of:
(a) Initial consideration: £0.1 million (satisfied by the issue of
2,000,000 Flynn Gold shares at a deemed issue price of A$0.10 per Flynn Gold
share).
(b) Deferred contingent consideration:
(i) A$500,000 upon the definition of a JORC-compliant Mineral
Resource of at least 500,000 ounces of gold in aggregate within one or both
tenements (payable in cash or Flynn Gold shares, at Flynn Gold's election);
(ii) A$500,000 upon the issue of a permit to mine by Mineral Resources
Tasmania in respect of any part of the tenements (payable in cash or Flynn
Gold shares, at Flynn Gold's election); and
(iii) a 1% Net Smelter Royalty payable to Greatland in respect of any
production from the tenements.
The contingent asset associated with the deferred consideration has not been
recognised as a receivable at 30 June 2024 as receipt of the amount is
dependent on the outcome of the requirements outlined above.
27 Remuneration of auditors
2024 2023
£ £
Auditors of the Group - PKF and related network firms
Audit and review of financial reports
Group audit by PKF Littlejohn 67,800 60,000
Interim review by PKF Littlejohn 13,800 12,000
Controlled entities by PKF Perth 24,650 23,850
Total audit and review of financial reports 106,250 95,850
Regulatory assurance services by PKF Littlejohn - Reporting Accountant 171,000 90,000
Total services provided by PKF 277,250 185,850
28 Events after the reporting period
Telfer and Havieron Acquisition
Subsequent to year end the Greatland announced:
§ On 10 September 2024, certain wholly owned subsidiaries of Greatland Gold
plc, including Greatland Pty Ltd, 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 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;
§ The formal completion of the transaction is subject to the satisfaction of
certain conditions precedent and is targeted to occur during Q4 2024;
§ Total consideration face value for the Havieron-Telfer Acquisition is
US$475 million (£373.1 million) made up of US$155.1 million (£121.7 million)
cash payment, US$52.4 million (£41.5 million) repayment of the outstanding
Havieron Joint Venture loan, US$167.5 million (£131.4 million) in new
Greatland Gold plc shares to be issued to Newmont and US$100 million (£78.5
million) in deferred cash consideration. The total estimated fair value
consideration is US$420.8 million (£330.5 million);
§ The cash consideration will be funded through a fully underwritten
institutional placing and retail offer approved by the shareholders on 30
September 2024; and
§ At the date of this report the initial business combination accounting is
incomplete as formal completion of the transaction is still subject to certain
condition precedents, including regulatory approvals. The business combination
accounting will be completed within 12 months from formal completion of the
transaction as per IFRS 3 Business Combinations.
Greatland Placing
The Company announced the Havieron-Telfer Acquisition along with an associated
fully underwritten institutional placing to raise US$325 million (£248.6
million) and retail offer to raise US$8.8 million (£6.7 million). On 30
September 2024, a general meeting of shareholders approved the Havieron-Telfer
Acquisition and the issue of shares. The proceeds of the placing will be used
to finance the Havieron-Telfer Acquisition, repayment of the £41.5 million
(US$52.4 million) outstanding Havieron JV loan to Newmont, transaction costs
and expenses in connection with the Acquisition and Placing and working
capital requirements.
Related party transactions
The following directors and officers of the Company participated in the share
placing in September 2024 at an issue price of £0.048 per share, as follows:
Number of Shares Subscribed
£
Directors / Officers
Mark Barnaba 1,589,303 76,287
Elizabeth Gaines 1,059,535 50,858
Shaun Day 1,589,303 76,287
James (Jimmy) Wilson 794,651 38,143
Yasmin Broughton 529,767 25,429
Paul Hallam 794,651 38,143
Dean Horton 211,773 10,165
Damien Stephens 317,661 15,248
Total 6,886,644 330,560
Grant of employee incentive options
On 16 October 2024, Greatland granted 25,000,000 Retention Rights at £0.119,
17,496,137 FY24 Performance Rights and 39,855,249 FY25 Performance Rights at
an exercise price of £0.001 to employees under the Company's employee share
plan. Collectively the options and rights are an important element in the
attraction and retention of individuals pivotal to Greatland's growth and
their alignment with shareholder outcomes. Further details are included in the
Remuneration Report.
Standby loan facility
Subsequent to year end, in July the Company executed a drawdown of A$7 million
(£3.6 million) of the unsecured A$50 million (£26.0 million ) standby
facility with Wyloo. The loan was then subsequently repaid in full from the
equity proceeds and the facility terminated.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FVLFFZFLXFBXRecent news on Greatland Gold
See all newsREG - Greatland Gold PLC - Finalisation and grant of performance rights
AnnouncementREG - Greatland Gold PLC - Posting of Scheme Document
AnnouncementREG - Greatland Gold PLC - Surrender of Director and employee share options
AnnouncementREG - Greatland Gold PLC - Telfer Ore Reserve, Outlook and Havieron expansion
AnnouncementREG - Greatland Gold PLC - March 2025 Quarterly Activities Report
Announcement