REG - Greatland Gold PLC - Grant of Employee Incentive Options
16/10/2024 07:00
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RNS Number : 3898I Greatland Gold PLC 16 October 2024
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 16 October
2024
Grant of Employee Incentive Options
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) announces the grant of
employee incentive share options under the Company's employee share plan.
These employee share options comprise FY24 Performance Rights, FY25
Performance 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. The Company's intention to make the grants was described in its
Admission Document dated 10 September 2024.
FY24 Performance Rights and FY25 Performance Rights
Greatland's remuneration strategy is focused on ensuring that remuneration
outcomes are aligned to the creation of shareholder value. For the 2024
financial year (FY24) and 2025 financial year (FY25), 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 FY24, Greatland has granted 17,496,137 share options with an exercise
price of £0.001 per share (FY24 Performance Rights) to its senior team
members. For FY25, Greatland has granted 39,855,249 share options with an
exercise price of £0.001 per share (FY25 Performance Rights) to its senior
team members, including a number of recently commenced team members. The
FY24 Performance Rights and FY25 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 and Table 2, respectively. The
performance targets will be assessed by Greatland's Board of Directors (Board)
at the conclusion of the 2026 financial year for FY24 Performance Rights
(hence the relevant performance period is from 1 July 2023 to 30 June 2026),
and at the conclusion of the 2027 financial year for FY25 Performance Rights
(hence the relevant performance period is from 1 July 2024 to 30 June 2027).
Based on the Company's performance, the Board may determine that less than
100% of the shares the subject of FY24 Performance Rights or FY25 Performance
Rights (as applicable) should vest, in which case, any unvested entitlements
will lapse. The FY24 Performance Rights and FY25 Performance Rights require
that the holders remain employed by Greatland at the end of the respective
performance period (i.e. until 30 June 2026 for the FY24 Performance Rights,
and until 30 June 2027 for the FY25 Performance Rights), otherwise (subject
to certain limited 'good leaver' exceptions) they will lapse.
Performance Rights which have vested following the conclusion of performance
period must be exercised prior to their expiry date (being the tenth
anniversary of the date of grant).
Table 1: FY24 performance targets
Category Performance Target Description Weighting
Market / Investor Total Shareholder Return The Company's total shareholder return, including dividends, is equal to or 17.5%
greater than the VanEck Junior Gold Miners ETF.
Investor Engagement The Company completes its ASX Listing (if directed by the Board), actively 12.5%
engages with a broad cross section of investors and grows the proportion of
its shares held by institutional investors, specifically targeting non-private
investor ownership of 40% by the end of the performance period, with the
assessed outcome being proportional to the increase achieved.
Sustainability and Environment Sustainability and Environment The Company complies with its obligations under environmental laws and 5%
regulations without serious breaches or environmental incidents, and enhances
governance, policies and reporting in respect of sustainability and
environmental matters including publication of sustainability reports annually
in the ordinary course or as approved by the Board.
Native Title The Company maintains demonstratively positive relations with all Native Title 5%
groups in respect of the land it operates on, preserves heritage sites of
cultural significance as required to comply with applicable permits, and
remains in compliance with its obligations under land access agreements and
applicable laws and regulations.
Havieron Havieron JV Feasibility Study The Company actively manages its relationship with its joint venture partner 5%
and critically reviews, analyses and provides detailed input, based on its
review and analysis, on a timely basis into the Havieron JV Feasibility Study.
Funding and balance sheet Funding and balance sheet The Company has adequate liquidity to meet short, medium and long term 25%
cashflow requirements, including to fund its share of the Havieron development
without dilution of its current joint venture interest. The Company maintains
positive relationships with its bank lending group and other prospective debt
financiers.
Portfolio Resource Base The Company grows its Mineral Resource base (as per the Company's March 2022 15%
Mineral Resource Estimate) by at least 20% (noting that joint venture mining
tenements are assessed on a 100% basis).
Business Development The Company demonstrates success in pursuing portfolio enhancing business 15%
development opportunities through identifying and presenting such
opportunities to the Board for consideration.
Total 100%
Table 2: FY25 performance targets
Performance Target Description Weighting
Relative shareholder return vs peers The Company's relative total shareholder return measured against an Australian 12.5%
mid-cap gold peer group((1))
( )
Achievement Outcome
< 50(th) percentile 0%
Threshold: 50(th) percentile 50%
50(th) to 75(th) percentile pro rata 50 - 100%
> 75(th) percentile 100%
((1)) Peer group comprises: Aurelia Metals Limited (ASX:AMI), Bellevue Gold
Limited (ASX:BGL), Capricorn Metals Limited (ASX:CMM), De Grey Mining Limited
(ASX:DEG), Genesis Minerals Ltd (ASX:GMD), Gold Road Resources Limited
(ASX:GOR), Ora Banda Mining (ASX:OBM), Pantoro Limited (ASX:PNR), Vault
Minerals Limited (ASX:VAU), Ramelius Resources Limited (ASX:RMS), Regis
Resources Limited (ASX:RRL), Spartan Resources Limited (ASX:SPR), Westgold
Resources Limited (ASX:WGX)
Relative shareholder return vs index The Company's relative total shareholder return measured against the 12.5%
S&P/ASX All Ordinaries Gold Index (XGD)
Achievement Outcome
< 95% index growth 0%
95 - 100% of index growth pro rata 0 - 50%
Threshold: 100% of index growth 50%
100 - 120% of index growth pro rata 50 - 100%
> 120% of index growth 100%
Havieron optimisation The Company completes a Havieron feasibility study within 12 months from 10%
completion of the acquisition of Havieron and Telfer (Acquisition Completion).
The Havieron feasibility study demonstrates materially improved Havieron
project economics relative to the Greatland base case in the Competent
Person's Report published in connection with the Acquisition
Havieron financing Execute and achieve financial close for Havieron project development debt 10%
finance facilities within 6 months from completion of the Havieron
feasibility study
Havieron FID The Company achieves a final investment decision (FID) for the completion of 10%
Havieron development within 18 months from Acquisition Completion
Havieron development Progress Havieron development on schedule and budget, relative to the Havieron 10%
feasibility study
Environmental, Social & Governance Develop a sustainability roadmap and publish the enlarged Company group's 5%
inaugural sustainability report (or sustainability section in the annual
report) in calendar year 2025
Reserve Growth Ore Reserve growth relative to Ore Reserves on Acquisition Completion: 15%
Achievement Outcome
Threshold: 10% growth 25%
10 - 25% growth pro rata 25 - 100%
> 25% growth 100%
Resource Growth Mineral Resource growth relative to Mineral Resources on Acquisition 15%
Completion((1)):
Achievement Outcome
Threshold: 10% growth 25%
10 - 25% growth pro rata 25 - 100%
> 25% growth 100%
((1)) Mineral Resources at Acquisition Completion excludes the O'Callaghans
polymetallic deposit at Telfer
Total 100%
((1)) Peer group comprises: Aurelia Metals Limited (ASX:AMI), Bellevue Gold
Limited (ASX:BGL), Capricorn Metals Limited (ASX:CMM), De Grey Mining Limited
(ASX:DEG), Genesis Minerals Ltd (ASX:GMD), Gold Road Resources Limited
(ASX:GOR), Ora Banda Mining (ASX:OBM), Pantoro Limited (ASX:PNR), Vault
Minerals Limited (ASX:VAU), Ramelius Resources Limited (ASX:RMS), Regis
Resources Limited (ASX:RRL), Spartan Resources Limited (ASX:SPR), Westgold
Resources Limited (ASX:WGX)
12.5%
Relative shareholder return vs index
The Company's relative total shareholder return measured against the
S&P/ASX All Ordinaries Gold Index (XGD)
Achievement Outcome
< 95% index growth 0%
95 - 100% of index growth pro rata 0 - 50%
Threshold: 100% of index growth 50%
100 - 120% of index growth pro rata 50 - 100%
> 120% of index growth 100%
12.5%
Havieron optimisation
The Company completes a Havieron feasibility study within 12 months from
completion of the acquisition of Havieron and Telfer (Acquisition Completion).
The Havieron feasibility study demonstrates materially improved Havieron
project economics relative to the Greatland base case in the Competent
Person's Report published in connection with the Acquisition
10%
Havieron financing
Execute and achieve financial close for Havieron project development debt
finance facilities within 6 months from completion of the Havieron
feasibility study
10%
Havieron FID
The Company achieves a final investment decision (FID) for the completion of
Havieron development within 18 months from Acquisition Completion
10%
Havieron development
Progress Havieron development on schedule and budget, relative to the Havieron
feasibility study
10%
Environmental, Social & Governance
Develop a sustainability roadmap and publish the enlarged Company group's
inaugural sustainability report (or sustainability section in the annual
report) in calendar year 2025
5%
Reserve Growth
Ore Reserve growth relative to Ore Reserves on Acquisition Completion:
Achievement Outcome
Threshold: 10% growth 25%
10 - 25% growth pro rata 25 - 100%
> 25% growth 100%
15%
Resource Growth
Mineral Resource growth relative to Mineral Resources on Acquisition
Completion((1)):
Achievement Outcome
Threshold: 10% growth 25%
10 - 25% growth pro rata 25 - 100%
> 25% growth 100%
((1)) Mineral Resources at Acquisition Completion excludes the O'Callaghans
polymetallic deposit at Telfer
15%
Total
100%
Further awards of FY25 Performance Rights may be made at a later date to new
senior team members whose employment commences after the date of this
announcement.
Co-Investment Options granted to CFO
Greatland has granted a total of 25,000,000 out-of-the money share options
with an exercise price of £0.119 per share (Co-Investment Options) to the
Company's Chief Financial Officer, Dean Horton, under Greatland's employee
share plan.
Greatland considers it important and appropriate to incentivise and align its
employees to pursue value growth for its shareholders. The Co-Investment
Options are a one-off equity incentive package for Mr Horton, who commenced as
CFO on 1 July 2024, which serve two key purposes: aligning the interests of Mr
Horton and shareholders by incentivising him to contribute to delivering
substantial growth in shareholder value, and incentivising Mr Horton's
retention.
The exercise price represents a substantial premium of approximately 86% to
the Greatland closing share price of £0.064 on 15 October 2024, 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.
The exercise price is the same as the exercise price associated with the
Co-Investment Options granted to senior team members in September 2023 (see
RNS Announcement titled "Grant of Employee Incentive Options" dated 19
September 2023) prior to Mr Horton's appointment, and the Co-Investment Rights
held by certain of Greatland's directors (see RNS Announcement titled "Grant
of Co-investment Options and Share Options" dated 12 September 2022).
The Co-Investment Options are subject to an exercise restriction which means
that Mr Horton must be employed by Greatland on 31 January 2027 (subject to
certain limited 'good leaver' exceptions) in order to be entitled to
exercise. If Mr Horton is not employed by Greatland on 31 January 2027 (and
is not subject to a limited 'good leaver' exception), the Co-Investment
Options will lapse. If the service requirement is met, then Co-Investment
Options must be exercised into Greatland shares prior to expiry. The
Co-Investment Options expire on 1 July 2027, at which time any Co-Investment
Options not exercised will lapse.
Summary
In summary the following share options have been granted by the Company.
Table 3: Summary of Employee Share Options granted on 16 October 2024
Type Number Exercise price % of shares on issue Conditions / Restrictions
FY24 Performance Rights 17,496,137 0.1p 0.17% Subject to satisfaction of performance hurdles and continued service criteria;
option holder must be employed by Greatland on 30 June 2026 to exercise
vested rights (subject to limited 'good leaver' exceptions)
FY25 Performance Rights 39,855,249 0.1p 0.38% Subject to satisfaction of performance hurdles and continued service criteria;
option holder must be employed by Greatland on 30 June 2027 to exercise
vested rights (subject to limited 'good leaver' exceptions)
Co-Investment Options 25,000,000 11.9p 0.24% One-off issue to Mr Horton (CFO), subject to satisfaction of continued service
criteria; Mr Horton must be employed by Greatland on 31 January 2027 to
exercise (subject to limited 'good leaver' exceptions)
Following the above grant, the Company has 10,410,112,311 shares issued, and
an aggregate of 643,737,961 options granted over shares issued to employees
and directors (of which 522,700,000 are out-of-the-money options with an
exercise price of either 11.9p or 25.0p).
Director and PDMR awards
The issuance of share options includes awards to Greatland's Managing
Director, Shaun Day, and Chief Financial Officer, Dean Horton, which are set
out in Table 4.
Table 4: Summary of Employee Share Options granted to related parties
Person FY24 Performance Rights FY25 Performance Rights Co-Investment Options Total Previously Granted
Options Performance Rights
Shaun Day 5,320,141 5,184,721 Nil 10,504,862 85,000,000 15,898,737
Dean Horton Nil 2,942,721 25,000,000 27,942,721 Nil Nil
The award of Co-Investment Options to Dean Horton is considered a related
party transaction for the purposes of the AIM Rules. Accordingly, the
independent directors of Greatland (for these purposes being all of the
directors), 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
Dean Horton 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
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, Co-Investment Options
c) Price(s) and volume(s) Price payable at grant: Nil
Exercise Price: Performance Share Rights (0.1p per share);
Co-investment Options (11.9p per share)
Shaun Day
Date Transaction Type Amount Price
16 Oct 24 Award of Performance Rights - FY24 5,320,141 0.1p per share
16 Oct 24 Award of Performance Rights - FY25 5,184,721 0.1p per share
Dean Horton
Date Transaction Type Amount Price
16 Oct 24 Award of Performance Rights - FY25 2,942,721 0.1p per share
16 Oct 24 Award of Co-Investment Options 25,000,000 11.9p per share
d) Aggregated information n/a - single transaction
Volume
Price
e) Date of the transaction 16 October 2024
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
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, Co-Investment Options
c)
Price(s) and volume(s)
Price payable at grant: Nil
Exercise Price: Performance Share Rights (0.1p per share);
Co-investment Options (11.9p per share)
Shaun Day
Date Transaction Type Amount Price
16 Oct 24 Award of Performance Rights - FY24 5,320,141 0.1p per share
16 Oct 24 Award of Performance Rights - FY25 5,184,721 0.1p per share
Dean Horton
Date Transaction Type Amount Price
16 Oct 24 Award of Performance Rights - FY25 2,942,721 0.1p per share
16 Oct 24 Award of Co-Investment Options 25,000,000 11.9p per share
d)
Aggregated information
Volume
Price
n/a - single transaction
e)
Date of the transaction
16 October 2024
f)
Place of the transaction
Outside a trading venue
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.
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 world gold major, Newmont
Corporation.
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.
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