REG - Greatland Gold PLC - Grant of Employee Incentive Options

Greatland GoldAnnouncement

19/09/2023 08:00

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RNS Number : 9054M  Greatland Gold PLC  19 September 2023

Greatland Gold plc (AIM: GGP)

E: info@greatlandgold.com

W: https://greatlandgold.com

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 19 September
2023

 

 

Grant of Employee Incentive Options

 

 

Greatland Gold plc (AIM:GGP) (Greatland or the Company) announces the grant of
employee incentive share options under the Company's employee share plan.

These employee share options comprise FY23 Performance Rights, Retention
Rights and Co-Investment Options (as described below) and collectively are an
important element in the attraction and retention of individuals pivotal to
Greatland's growth and their alignment with shareholder outcomes.

These incentives announced today, largely comprise of the Co-Investment
Options (just over 87% of the announced incentives) which have an exercise
price which is at a significant premium to the current share price of £0.119
per share (approximately 63% premium to the last closing price on 18 September
2023).  In addition, Greatland would generate significant cash proceeds if
all Co-Investment Options held by directors and employees were exercised and
Greatland shares issued.

All of the options to be issued are subject to continued service, requiring
the holders to remain employed by Greatland until 30 June 2025 (for the FY23
Performance Rights) and 28 February 2026 (for the Co-Investment Options and
Retention Rights), unless they are designated a 'good leaver', and therefore
serve an important remuneration objective by incentivising the retention of
Greatland's key employees.

FY23 Performance Rights

Greatland's remuneration strategy is focused on ensuring that remuneration
outcomes are aligned to the creation of shareholder value.  For the 2023
financial year (FY23), Greatland has granted performance rights to Greatland's
senior team which before vesting are dependent on the achievement of
performance targets outlined below.

Greatland's senior team receives an annual grant of share-based performance
rights the vesting of which is subject to the achievement of performance
criteria over a three-year period.  Performance Rights are considered an
appropriate form of remuneration to incentivise superior performance over the
longer-term and complement total remuneration which includes a fixed salary
and performance-based short-term incentives.

For FY23, Greatland has granted 13,306,047 share options with an exercise
price of £0.001 per share (FY23 Performance Rights) to its senior team
members.  The FY23 Performance Rights are granted under the Company's
employee share plan with their vesting subject to achievement of the
performance targets set out in Table 1. These performance targets will be
assessed by Greatland's Board of Directors (Board) at the conclusion of the
2025 financial year (FY25) (hence the relevant performance period is from 1
July 2022 to 30 June 2025).

Based on the Company's performance, the Board may determine that less than
100% of the shares the subject of FY23 Performance Rights should vest, in
which case, any unvested entitlements will lapse.  The FY23 Performance
Rights require that the holders remain employed by Greatland at the end of the
performance period (i.e. until 30 June 2025), otherwise (subject to certain
limited 'good leaver' exceptions) they will lapse.

FY23 Performance Rights which have vested following the conclusion of FY25
must be exercised prior to their expiry date (being the tenth anniversary of
the date of grant).

Table 1: FY23 performance targets

 Category                       Performance Target            Description                                                                     Weighting
 Market / Investor              Total Shareholder Return      Greatland's total shareholder return (including dividends) is equal to or       15%
                                                              greater than the VanEck Junior Gold Miners ETF
                                Investor Engagement           Greatland completes its ASX listing, actively engages with a broad cross        15%
                                                              section of investors and grows the proportion of its shares held by
                                                              institutional investors
 Sustainability and Engagement  Sustainability                Greatland publishes an annual Sustainability Report with enhanced levels of     5%
                                                              disclosure relative to FY22
                                Native Title and Environment  Greatland maintains positive relations with all Native Title groups in respect  5%
                                                              of the land it operates on, preserves heritage sites of cultural significance
                                                              as required to comply with applicable permits and remains in compliance with
                                                              granted environmental approvals
 Havieron                       Feasibility Study             Greatland actively manages its relationship with its joint venture partner and  10%
                                                              critically reviews, analyses and provides detailed input (based on its review
                                                              and analysis) into the Havieron Feasibility Study
                                Funding                       Greatland has sufficient funding in place to fund its share of the Havieron     15%
                                                              development without dilution of its current joint venture interest
 Portfolio                      Resource Base                 Greatland grows its Mineral Resource base by at least 20% (noting that joint    15%
                                                              venture mining tenements are assessed on a 100% basis)
                                Business Development          Greatland actively pursues portfolio enhancing business development             20%
                                                              opportunities which are presented to the Board for approval

The Board currently expects to make a further regular annual award before the
end of calendar year 2023 in respect of FY24 Performance Rights.

Retention Rights

Greatland is at a pivotal point in its growth journey, and attracting talent
to Greatland and incentivising retention of senior team members is imperative
to the Company's ability to deliver on its aspiration of becoming a
multi-asset precious and base metals producer.

To incentivise the retention of Greatland's team members, a grant of
31,100,000 share options with an exercise price of £0.001 per share
(Retention Rights) has been made on a one-off basis to certain employees under
Greatland's employee share plan.  The Retention Rights are subject to an
exercise restriction which means that the holders of the Retention Rights must
be employed by Greatland on 28 February 2026 (subject to certain limited 'good
leaver' exceptions) in order to be entitled to exercise.  If a holder of
Retention Rights is not employed by Greatland on 28 February 2026 (and is not
subject to a limited 'good leaver' exception), their Retention Rights will
lapse.  If the service requirement is met, then Retention Rights must be
exercised into Greatland shares prior to expiry.

Co-Investment Options

Greatland considers it important and appropriate to incentivise and align its
employees to pursue value growth for its shareholders. The Co-Investment
Options (as defined below) are a one-off equity incentive package for the
relevant employees which serve two key purposes: aligning the interests of
Greatland's employees and shareholders by incentivising employees to deliver
substantial growth in shareholder value, and further incentivising retention
of key employees.

Greatland has granted a total of 302,700,000 out-of-the money share options
with an exercise price of £0.119 per share (Co-Investment Options) to certain
employees under Greatland's employee share plan.

The exercise price represents a substantial premium of approximately 63% to
the Greatland closing share price of £0.073 on 18 September 2023,
demonstrating the alignment and commitment to creating substantial shareholder
value. Accordingly, the Company must deliver a substantial return to
shareholders before these options have any value to the recipients.

The exercise price is the same as the exercise price associated with the
existing Co-Investment Rights held by Greatland's directors (see RNS
Announcement titled "Grant of Co-investment Options and Share Options" dated
12 September 2022).  Hence the grant of the Co-Investment Options creates
strong alignment between Greatland's Board and management team in creating
shareholder value. Greatland would generate approximately £64 million in
proceeds if all Co-Investment Options held by directors and employees were
exercised and Greatland shares issued.

The Co-Investment Options are subject to the same service requirement as the
Retention Rights, in that they are only exercisable into Greatland shares if
the holder remains employed by Greatland on 28 February 2026 (or in other
limited 'good leaver' exceptions).  The Co-Investment Options expire on 31
August 2026 (the same expiry date as the existing Co-Investment Options held
by Greatland's directors), at which time any Co-Investment Options not
exercised by 31 August 2026 will lapse.

Summary

In summary the following share options have been granted by the Company.

Table 2: Summary of Employee Share Options granted on 19 September 2023

 Type                     Number       Exercise price  % of shares on issue  Conditions / Restrictions
 FY23 Performance Rights  13,306,047   0.1p            0.26%                 Subject to satisfaction of performance hurdles and continued service criteria;
                                                                             option holder must be employed by Greatland on 30 June 2025 to exercise
                                                                             vested rights (subject to limited 'good leaver' exceptions)
 Retention Rights         31,100,000   0.1p            0.61%                 These are one-off issues subject to satisfaction of continued service
                                                                             criteria; option holder must be employed by Greatland on 28 February 2026 to
                                                                             exercise (subject to limited 'good leaver' exceptions)
 Co-Investment Options    302,700,000  11.9p           5.97%

Following the above grant, the Company has 5,068,626,282 shares issued, and an
aggregate of 632,356,047 options granted over shares issued to employees and
directors (of which 542,700,000 are out-of-the-money options with an exercise
price of between 11.9p and 25.0p).

Related Party Transaction

The issuance of share options includes awards to Greatland's Managing
Director, Shaun Day, and Chief Financial Officer, Chris Toon, which are set
out in Table 3.

Table 3: Summary of Employee Share Options granted to related parties

 Person      FY23 Performance Rights  Retention Rights  Co-Investment Options  Total Proposed  Previously Granted
             Options                                    Performance Rights
 Shaun Day   3,898,737                7,300,000         72,700,000             83,898,737      5,000,000   12,000,000
 Chris Toon  2,219,472                4,000,000         40,000,000             46,219,472      Nil         3,000,000

These awards are considered related party transactions for the purposes of the
AIM Rules.  Accordingly, the independent directors of Greatland (for these
purposes being all of the directors other than Shaun Day), having consulted
with the Company's Nominated Adviser, SPARK Advisory Partners Limited,
consider the terms of the share options to be fair and reasonable insofar as
the Company's shareholders are concerned.

PDMR dealing notifications

The following notification is provided in accordance with the requirements of
the UK Market Abuse Regulation.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name

Company directors/officers:
                                                                   Shaun Day          Managing Director

                                                                   Christopher Toon   Chief Financial Officer
 2    Reason for the notification
 a)   Position/status                                              See 1(a) above for all positions - classified as PDMRs of the Company
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Greatland Gold plc
 b)   LEI                                                          213800KMN7LDF4VRPQ10
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Performance Rights over Ordinary Shares with an exercise price of 0.1p per
                                                                   share

                                                                   Retention Rights over Ordinary Shares with an exercise price of 0.1p per share

                                                                   Co-Investment Options over Ordinary Shares with an exercise price of 11.9p per
                                                                   share

      Identification code                                          GB00B15XDH89

 b)   Nature of the transaction                                    Award of Performance Rights, Retention Rights, Co-Investment Options
 c)   Price(s) and volume(s)                                       Price payable at grant: Nil

                                                                   Exercise Price: Performance Share Rights (0.1p per share); Retention Rights
                                                                   (0.1p per share) and Co-investment Options (11.9p per share)

                                                                   Shaun Day

Date       Transaction Type                Amount      Price
                                                                   19 Sep 23  Award of Performance Rights     3,898,737   0.1p per share
                                                                   19 Sep 23  Award of Retention Rights       7,300,000   0.1p per share
                                                                   19 Sep 23  Award of Co-Investment Options  72,700,000  11.9p per share

 

                                                                   Christopher Toon

Date       Transaction Type                Amount      Price
                                                                   19 Sep 23  Award of Performance Rights     2,219,472   0.1p per share
                                                                   19 Sep 23  Award of Retention Rights       4,000,000   0.1p per share
                                                                   19 Sep 23  Award of Co-Investment Options  40,000,000  11.9p per share
 d)   Aggregated information                                       n/a - single transaction

      Volume

      Price
 e)   Date of the transaction                                      19 September 2023
 f)   Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

See 1(a) above for all positions - classified as PDMRs of the Company

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Greatland Gold plc

b)

LEI

213800KMN7LDF4VRPQ10

4

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Performance Rights over Ordinary Shares with an exercise price of 0.1p per
share

Retention Rights over Ordinary Shares with an exercise price of 0.1p per share

Co-Investment Options over Ordinary Shares with an exercise price of 11.9p per
share

Identification code

GB00B15XDH89

b)

Nature of the transaction

Award of Performance Rights, Retention Rights, Co-Investment Options

c)

Price(s) and volume(s)

Price payable at grant: Nil

Exercise Price: Performance Share Rights (0.1p per share); Retention Rights
(0.1p per share) and Co-investment Options (11.9p per share)

 

Shaun Day

 Date       Transaction Type                Amount      Price
 19 Sep 23  Award of Performance Rights     3,898,737   0.1p per share
 19 Sep 23  Award of Retention Rights       7,300,000   0.1p per share
 19 Sep 23  Award of Co-Investment Options  72,700,000  11.9p per share

 

Christopher Toon

 Date       Transaction Type                Amount      Price
 19 Sep 23  Award of Performance Rights     2,219,472   0.1p per share
 19 Sep 23  Award of Retention Rights       4,000,000   0.1p per share
 19 Sep 23  Award of Co-Investment Options  40,000,000  11.9p per share

d)

 

Aggregated information

Volume

Price

n/a - single transaction

e)

Date of the transaction

19 September 2023

f)

Place of the transaction

Outside a trading venue

 

Contact

For further information, please contact:

Greatland Gold plc

Shaun Day, Managing Director  |  info@greatlandgold.com

 

Nominated Adviser

SPARK Advisory Partners

Andrew Emmott / James Keeshan / Neil Baldwin |  +44 203 368 3550

 

Corporate Brokers

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

Canaccord Genuity  |  James Asensio / George Grainger  |  +44 207 523 8000

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.

 

The Company's flagship asset is the world-class Havieron gold-copper project
in the Paterson Province of Western Australia, discovered by Greatland and
presently under development in joint venture with ASX gold major, Newcrest
Mining Limited (which is the subject of an agreed takeover by Newmont
Corporation).

 

Havieron is located approximately 45km east of Newcrest's existing Telfer gold
mine. The box cut and decline to the Havieron orebody commenced in February
2021.  Significant progress continues on the exploration decline with total
development at over 2,600 metres in early August 2023.  Subject to a positive
Feasibility Study and Decision to Mine, Havieron may leverage the existing
Telfer infrastructure and processing plant.

 

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

 

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