REG - Greatland Gold PLC - Notice of General Meeting

Greatland GoldAnnouncement

20/09/2022 18:00

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RNS Number : 0507A  Greatland Gold PLC  20 September 2022

20 September 2022

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
("Greatland" or "the Company")

 

Notice of General Meeting

 

Greatland Gold plc (AIM:GGP), a mining development and exploration company
with a focus on precious and base metals, announces that a General Meeting
("GM") will be held at Druces LLP Suite 425, Salisbury House, London Wall,
London EC2M 5PS on Friday, 7(th) October 2022 at 9.30am.

 

The Notice of GM has been posted to Shareholders. A copy of the Notice of GM
will also be made available on the Company's website at www.greatlandgold.com
(https://greatlandgold.com/) .

 

A letter from the Chairman accompanied the Notice of GM, as set out below:

 

20 September 2022

 

To: Holders of Ordinary Shares

 

Proposed allotment of 430,024,390 ordinary shares at 8.2 pence per share ("New
Ordinary Shares"), and issuance of warrants to subscribe for up to 352,620,000
ordinary shares in the Company at 10 pence per share ("Warrants") (together
the "Fundraising")

 

Dear Shareholder,

I am pleased to give you notice of a general meeting of the Company to be held
at Druces LLP Suit 425, Salisbury House, London Wall, London EC2M 5PS on
Friday, 7(th) of October 2022 at 9:30am BST (the "General Meeting").

The meeting will be held to consider certain matters in connection with the
Fundraising, to grant the Directors' authority to allot shares and to disapply
pre-emption rights in respect of the New Ordinary Shares and Warrants, as part
of the Fundraising.

 

You can register your vote(s) for the General Meeting either:

·      by logging on to www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions;

·      by post or by hand to Share Registrars Limited, 3 The Millennium
Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying
the Notice (the "Form of Proxy"); or

·      in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in note 14
below.

 

In order for a proxy appointment to be valid the proxy must be received by
Share Registrars Limited by 9:30am BST on 5 October 2022.

 

The completion and return of a Form of Proxy will not prevent you from
attending the General Meeting and voting in person should you wish to do so.
Voting at the meeting will be taken by way of Poll and all valid proxy votes
will be included in the poll to be taken at the meeting, the results of which
will be announced via a Regulatory Information Service ("RIS") and published
on our website as soon as practicable after the conclusion of the General
Meeting.

 

Background and reasons for the Fundraising

Further to the placing in August, the Company had been in continuing
discussions with a number of financial institutions regarding a potential
grant of debt facilities to fund the Company's share of costs of the Havieron
JV and cover other corporate costs and expenses. This resulted in the Company
entering into the Commitment Letter with Australia and New Zealand Banking
Group Limited, HSBC Bank and ING Bank (Australia), as announced on 12
September 2022. The proposed facility is subject, amongst other things, on
agreeing definitive documentation.

As announced on 12 September 2022, the Company has agreed a proposed AUD60
million / £35.3 million investment in the Company with Wyloo Metals Pty Ltd
("Wyloo") by way of subscription for 430,024,390 ordinary shares in the
Company (the "Subscription Shares") at 8.2 pence per share (the "Proposed
Subscription"). The Company, as part of these discussions, and as a condition
to the Proposed Subscription, has agreed to issue to Wyloo warrants to
subscribe for up to 352,620,000 ordinary shares in the Company, at a price of
10 pence per ordinary Share (the "Warrants") to Wyloo ("the Warrants
Issuance").

However in order to issue the Subscription Shares and the Warrants, the
Company needs additional authorisations which are being sought at the General
Meeting.

Completion of the debt facilities and Fundraising will enable the Company to
be fully funded for its 30 per cent share of the Havieron project development
based upon an October 2021 2Mtpa pre-feasibility study, and well positioned to
be fully funded in respect of the feasibility study targeting an expansion to
around 3Mtpa due in the December 2022 quarter.

 

General Meeting Fundraising Resolutions

Completion of the Proposed Subscription and Warrants Issuance is conditional
upon, inter alia, the Shareholders' approval of Resolutions 1 and 2 outlined
in the Notice (the "Fundraising Resolutions") being obtained at the General
Meeting to be held at Druces LLP Suite 425, Salisbury House, London Wall,
London EC2M 5PS on Friday, 7(th) of October 2022 at 9:30am BST.

A summary and explanation of the Fundraising Resolutions is set out below.
Please note that this is not the full text of the Fundraising Resolutions
which are contained in the Notice at the end of this document.

Resolution 1 - Directors' authority to allot the Subscription Shares and issue
the Warrants

Resolution 1 is proposed to grant the Directors the authority under section
551 of the Companies Act 2006 (the "Act") to allot and issue equity securities
with an aggregate nominal value of up to £430,024.39 in the Company, and to
issue the warrants to subscribe for equity securities with an aggregate
nominal value of up to £352,620 in the Company.

The authority sought in Resolution 1 at the General Meeting will expire on the
31(st) of December 2022 and will be in addition to any prior authority given
to the Directors.

Resolution 2 - Disapplication of pre-emption rights in relation to the
Proposed Subscription and Warrants Issuance

This resolution is a special resolution and if passed gives the Directors
authority to allot shares for cash, and to grant rights to subscribe for or
convert any security into shares, without first offering them to existing
shareholders in proportion to their holdings. Resolution 2 authorises the
disapplication of pre-emption rights on allotment of the Subscription Shares
and the Warrants Issuance.

The authority sought in Resolution 2 at the General Meeting will expire on the
31st of December 2022 and will be in addition to any prior authority given to
the Directors.

General Meeting Additional Resolutions

The Directors believe it would also be prudent to update the current
authorities granted at the Company's Annual General Meeting held on the 14(th)
of December 2021 (the "2021 AGM") in light of the Fundraising, as the
authorities taken at the 2021 AGM have been substantially utilised by the
August placing and the grant of options. The Directors, therefore, propose
that the Company refresh the authorities taken at the 2021 AGM.

The Additional Resolutions in respect of these authorities are set out in
Resolutions 3, 4 and 5 of the Notice as set out at the end of this document.
An explanation of the Additional Resolutions is set out below.

Resolution 3 - General Authority to Allot Shares

Under the Companies Act 2006 the Directors may only allot shares (or grant
certain rights over shares) with the authority of Shareholders in a general
meeting (other than in certain circumstances including pursuant to an employee
share scheme).

Resolution 3 in the Notice will be proposed, as an ordinary resolution, to
authorise the Directors to allot Ordinary Shares up to a maximum nominal
amount of £1,650,800 (representing approximately one third of the nominal
value of the Company's issued share capital following the completion of the
Proposed Subscription (the "Enlarged Share Capital"). The authority conferred
by Resolution 3 will expire at the earlier of the next Annual General Meeting
and the date falling 15 months following the date of the General Meeting being
convened by the Notice.

Whilst the Directors have no present intention of exercising this authority,
the authority gives the Directors flexibility to issue shares where they
believe it is in the best interests of the Company to do so.

Resolutions 4 and 5 - Power to Disapply Pre-emption Rights

Unless they are given an appropriate authority by Shareholders, if the
Directors wish to allot any shares or grant rights over any shares, in each
case for cash (other than pursuant to an employee share scheme), they must
first offer them to existing shareholders in proportion to their existing
holdings. These are known as 'statutory pre-emption rights'.

Resolutions 4 and 5 in the Notice of General Meeting will be proposed, as
special resolutions, to give the Directors power to allot shares without the
application of these statutory pre-emption rights:

(i)        first, in relation to pre-emptive offers of equity
securities such as rights issue, open offers or other similar arrangements,
but subject to such exclusions or arrangements as the Directors may deem
appropriate to deal with certain legal, regulatory or practical difficulties,
For example, in a pre-emptive rights issue, there may be difficulties in
relation to fractional entitlement;

(ii)       second, in relation to the allotment of equity securities for
cash up to a maximum aggregate nominal amount of £250,121 (representing
approximately 5 per cent, of the nominal value of the Enlarged Share Capital);
and

(iii)      third, in relation to an acquisition or other capital
investment as defined by the Pre-Emption Group's Statement of Principles, up
to an aggregate nominal amount of £250,121 (representing approximately an
additional 5 per cent, of the Enlarged Share Capital).

These limits are in accordance with guidelines issued by the Pre-Emption
Group, Investment Association and market practice.

The Directors intend to adhere to the provisions in the Pre-Emption Group's
Statement of Principles, as updated in March 2015, and not to allot shares for
cash on a non-pre-emptive basis pursuant to the authority in Resolution 5:

(i)        in excess of an amount equal to 5 per cent, of the total
issued ordinary share capital of the Company excluding treasury shares; or

(ii)       in excess of an amount equal to 7.5 per cent, of the total
issued ordinary share capital of the Company excluding treasury shares within
a rolling three-year period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital
investment which is announced contemporaneously with the allotment or which
has taken place in the preceding six month period and is disclosed in the
announcement of the allotment.

The power conferred by Resolutions 4 and 5 expire at the earlier of the next
Annual General Meeting and the date falling 15 months following the date of
the General Meeting being convened by the Notice.

The Directors have no current intention of exercising the authority under
Resolutions 4 and 5 but consider the authority to be appropriate in order to
allow the Company flexibility to finance business opportunities or to conduct
a pre-emptive offer having made appropriate exclusions or arrangements to
address such difficulties.

 

Action to be taken

Shareholders will find enclosed a Form of Proxy for use at the General
Meeting. Whether or not shareholders intend to be present at the General
Meeting, shareholders are requested to complete and return the Form of Proxy
in accordance with the instructions printed on the form to Share Registrars
Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. The
Form of Proxy must be received by Share Registrars Limited no later than 48
hours (excluding UK non-working days) prior to the General Meeting, in
circumstances where the General Meeting is adjourned, 48 hours before the time
of the adjourned meeting. If you hold your Ordinary Shares in uncertificated
form (i.e. in CREST) you may appoint a proxy by completing and transmitting a
CREST Proxy Instruction in accordance with the procedures set out in the CREST
Manual so that it is received by the registrar (under CREST Participant ID
7RA36) by no later than 48 hours (excluding UK non-working days) before the
time appointed for holding the meeting or, in circumstances where the General
Meeting is adjourned, 48 hours before the time of the adjourned meeting
(excluding any UK non-working days). Unless the Form of Proxy or the CREST
Proxy Instruction is received by the date and time specified above, it will
be invalid.

If your shareholding is held through a broker or nominee, as the registered
shareholder they will be required to submit your vote by completing the Form
of Proxy or voting through CREST. Should you wish to vote at the General
Meeting (instead of your broker or nominee), your broker or nominee may
appoint you as their proxy or as a corporate representative. A proxy may only
be appointed by using the procedures set out in the notes contained in the
Notice and the notes to the Form of Proxy or, if shares are held in
uncertificated form by using the CREST electronic proxy appointment service
as detailed in the notes contained in the Notice.

Shareholders are reminded that the Fundraising is conditional, inter alia, on
the passing of the Fundraising Resolutions to be proposed at the General
Meeting. Should the Fundraising Resolutions not be passed, the Fundraising
will not proceed. In such circumstances the Company will require additional
funding to be fully funded for its 30 per cent share of the Havieron project
development based upon the October 2021 2Mtpa Pre-Feasibility Study and there
is no certainty on whether funding will be available or the terms on which it
would be available.

Recommendation

The Board believes that the resolutions to be put to the General Meeting are
in the best interests of the Company and shareholders as a whole and,
accordingly, recommends that shareholders vote in favour of the resolutions as
the Board intend to do in respect of their own beneficial holdings of Ordinary
Shares which represent 0.31 per cent of the Company's issued ordinary share
capital at the date of this document.

 

Yours faithfully

 

 

Michael Alexander Borrelli

Chairman

20 September 2022

 

 

 

 

Enquiries:

 

 Greatland Gold PLC                                                    info@greatlandgold.com (mailto:info@greatlandgold.com)

 Shaun Day                                                             www.greatlandgold.com (http://www.greatlandgold.com)

 SPARK Advisory Partners Limited (Nominated Adviser)                   +44 (0)20 3368 3550

 Andrew Emmott/James Keeshan

 Berenberg (Joint Corporate Broker and Financial Adviser)              +44 (0)20 3207 7800

 Matthew Armitt/Jennifer Lee/Jack Botros

 Canaccord Genuity (Joint Corporate Broker and Financial Adviser)      +44 (0)20 7523 8000

 James Asensio/Patrick Dolaghan

 Hannam & Partners (Joint Corporate Broker and Financial Adviser)      +44 (0)20 7907 8500

 Andrew Chubb/Matt Hasson/Jay Ashfield

 SI Capital Limited (Joint Broker)                                     +44 (0)14 8341 3500

 Nick Emerson/ Sam Lomanto

 Gracechurch Group (Media and Investor Relations)                               +44 (0)20 4582 3500

 Harry Chathli/Alexis Gore

 

Notes for Editors:

Greatland Gold plc (AIM:GGP) is a mining development and exploration company
with a focus on precious and base metals. The Company's flagship asset is the
potentially world class Havieron gold-copper deposit in the Paterson region
of Western Australia, discovered by Greatland and presently under development
through a joint venture with Newcrest (the "JV"). Newcrest holds a joint
venture interest of 70% (30% Greatland).

Havieron is located approximately 45km east of Newcrest's Telfer gold mine
and, subject to positive feasibility study and decision to mine, will
leverage the existing infrastructure and processing plant to significantly
reduce the project's capital expenditure and carbon impact for a low-risk and
low-cost pathway to development.

Construction is well advanced and continuing with the box cut and decline to
develop the Havieron deposit originally commenced in February 2021. An
extensive growth drilling programme continues at Havieron with a view to
further expanding the understanding and scale of the ore body.

Greatland has a proven track record of discovery and exploration success. It
is pursuing the next generation of tier-one mineral deposits by applying
advanced exploration techniques in under-explored regions. The Company is
focused on safe, low-risk jurisdictions and is strategically positioned in the
highly prospective Paterson region. Greatland has a total of six projects
across Australia with a focus on becoming a multi-commodity mining company
of significant scale.

Overview of Wyloo Metals

Wyloo Metals Pty Ltd is a privately-owned metals company with a focus on
investing in the critical mineral supply chain. Led by a multidisciplinary
team of geologists, engineers and financial professionals, Wyloo Metals
manages a diverse portfolio of exploration and development projects and
cornerstone interests in a number of public companies. Wyloo has a long-term
investment mandate and is focused on producing commodities that support the
transition to a low-carbon future.

More information about Wyloo can be found on its website:
https://www.wyloometals.com (https://www.wyloometals.com)

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