REG - Greatland Gold PLC - Posting of Scheme Document

Greatland GoldAnnouncement

24/04/2025 07:02

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RNS Number : 0162G  Greatland Gold PLC  24 April 2025

Greatland Gold plc (AIM: GGP)

E: info@greatlandgold.com

W: https://greatlandgold.com

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 24 April 2025

 

 

Posting of Scheme Document

 

NOTICE OF COURT MEETING AND GENERAL MEETING

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

 

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 Gold or the Company), is pleased to
advise that further to its announcement on 11 April 2025 providing an update
on its ASX listing process, the UK Court has by Order on 23 April 2025 given
permission for a meeting (Court Meeting) to be convened.  The purpose of the
Court Meeting is to consider and, if thought fit, approve a scheme of
arrangement (Scheme) proposed to be made between Greatland Gold and the
holders of the ordinary shares in Greatland Gold in issue at the Scheme Record
Time (as defined below) (Scheme Shares). The Scheme will effect the proposed
corporate reorganisation that would result in Greatland Gold and its
subsidiaries sitting under a new Australian-incorporated parent
company, Greatland Resources Limited (Greatland Resources).

 

The Company has today published a scheme document (Scheme Document) which is
being posted to Greatland Gold shareholders today and which is now available
on the Company's website https://greatlandgold.com/investors/agm-egm/
(https://greatlandgold.com/investors/agm-egm/) . The Scheme Document includes
full details of the Scheme, together with an explanatory statement and the
notices convening the Court Meeting and a general meeting of the Company
(General Meeting) (Proposals). The Scheme Document also contains the expected
timetable for the Scheme, which is also set out in the Appendix to this
announcement and specifies the necessary action to be taken by Greatland Gold
shareholders.

 

The Court Meeting will be held at the offices of Simmons & Simmons LLP,
Citypoint, 1 Ropemaker Street, London, EC2Y 9SS at 9:30 a.m. on 12 May 2025
(BST) at which place and time all the holders of ordinary shares in Greatland
Gold (GGP Shares) in issue at the date of the Scheme and remaining in issue at
the Scheme Voting Record Time (being 6.00p.m on 8 May 2025 or if the Court
Meeting is adjourned, 6.00 p.m. on the date which is two working days before
the date of the adjourned meeting, excluding any that is not a business day)
are requested to attend.

 

The General Meeting has been convened to consider, and if thought fit, approve
the adoption of amended articles of association and certain matters incidental
to the Scheme and will be held at the offices of Simmons & Simmons LLP,
Citypoint, 1 Ropemaker Street, London, EC2Y 9SS at 9:45 a.m. on 12 May 2025.
Voting on these resolutions will be by way of a poll.

 

Greatland Gold Managing Director, Shaun Day, commented:

 

"We are pleased that another important step towards our corporate
reorganisation to support

our ASX listing has been completed today, with the Court giving permission to
convene the shareholder meeting that is required to approve the Scheme and the
publication of the Scheme Document".

 

"The Directors have unanimously recommended approval of the Scheme and have
also confirmed they intend to vote the GGP Shares that they hold in favour of
the Scheme. Greatland Gold's three largest shareholders who collectively
account for c.35% of GGP Shares on issue have given undertakings to vote the
shares that they hold at the relevant time in favour of all the resolutions at
the Scheme Meeting and General Meeting, which is validation of Greatland's
strategic direction. I would encourage every shareholder to vote in favour of
the Scheme at the Court Meeting and the resolutions proposed at the General
Meeting, and to appoint a proxy if they are unable to attend the meetings in
person."

 

"Listing on the ASX, the world's premier stock exchange for metals and mining
companies should enhance our capital markets profile, help facilitate
increased research coverage and greater institutional ownership to support
improved liquidity and interest in our shares. While we see the ASX listing as
important in supporting the continued growth of long-term shareholder value,
we remain committed to the AIM market and shareholders will continue to be
able to trade Greatland Resources shares on AIM."

 

"We look forward to the support of our existing shareholders as we progress
the ASX and AIM listing of Greatland Resources."

 

Background to the Proposals

 

The Company's intention to seek an ASX listing has been a long-standing
corporate objective and was described in the Company's Admission Document
published on 10 September 2024.  In parallel with pursuing an ASX listing, a
corporate reorganisation is intended to be undertaken which would result in
the Company and its subsidiary undertakings (the Group) sitting under a new
Australian incorporated holding company, to be implemented by means of a
scheme of arrangement under Part 26 of the Companies Act 2006. Greatland
Resources has been incorporated to become (upon the Scheme becoming effective)
the new Australian holding company of the Group for this purpose and will be
the entity that is proposed to be listed on ASX and whose shares will be
admitted to trading on AIM.

 

The Group has made significant progress towards its ASX listing. Subject to
certain conditions including receiving certain regulatory approvals and the
Scheme being approved by the holders of Scheme Shares (Scheme Shareholders)
and the Court, shares of Greatland Resources (GRL Shares) are currently
expected to be admitted to the official list of the ASX and to trading on AIM
on 23 June 2025, and then quoted on the ASX from 24 June 2025.

 

There will be no direct impact on the Group's operations caused by the Scheme,
with the Group continuing to pursue an operating strategy which is focused on
renewing and developing an integrated Telfer-Havieron mining and processing
operation, to create a generational gold copper mining complex.  The board of
directors of the Company and the board of directors of Greatland Resources are
the same.  It is also intended that on and from the date on which the Scheme
becomes effective in accordance with its terms (Scheme Effective Date) the
management of Greatland Resources will be the same as the current management
of the Company.

 

As part of the ASX listing, the Group may conduct a modest fundraising to
assist in creating interest and a liquid market for GRL Shares on ASX, which
may help to facilitate Australian index inclusion of Greatland Resources. No
decision has been made yet as to whether an offer of shares will be conducted
as part of the ASX listing. In the event the Company decides to undertake such
an offering, it would be of no more than 2.5% of the issued share capital of
Greatland Resources, there will be no general offer to the public
in Australia, and any UK investor participation would be facilitated within
a prospectus exemption in the UK.  A prospectus in respect of any offer of
securities in Greatland Resources will be made available if an offer is made.
Anyone who wants to acquire, and who may be eligible to acquire, securities in
Greatland Resources, under the prospectus will need to complete the
application form that will accompany the prospectus and otherwise in
accordance with the prospectus.

 

Separately, under the Lock In and Orderly Market Agreement between the Company
and Newmont NOL Pty Ltd  (Newmont NOL) dated 4 December 2024 which was
entered into in connection with the Group's acquisition of Telfer, a 70% in
Havieron and related assets in the Paterson Province (Acquisition), Newmont
NOL agreed to a lock in of 12 months in respect of the GGP Shares which it was
issued as part of the consideration for the Acquisition (representing
approximately 20.41% of the issued share capital of the Company).  One of the
carve outs from this lock in comprises any sales made through the Company's
broker pursuant to or in connection with the proposed ASX listing, subject to
agreement in writing by both parties. Newmont NOL has not, at this stage,
sought any formal agreement from the Company to any such sales but it is
possible that it may do so prior to admission of Greatland Resources to the
official list of ASX. The Company notes that 50% of the GGP Shares held by
Newmont NOL are, in any case, subject to a call option in favour of Wyloo
Consolidated Investments Pty Ltd (Wyloo) and therefore, subject to certain
exceptions, are not capable of being sold whilst that option applies, without
Wyloo's agreement.

 

Reasons For the Proposals

 

The Board believes that the Proposals, which provide for the introduction of
Greatland Resources as the new holding company of the Group, whose shares will
be admitted to trading on both AIM and ASX, and which will be effected by way
of the Scheme, is the most effective and appropriate way to structure the
Group.

 

The Group's principal assets are its 100% interest in the operating Telfer
gold-copper mine and its 100% interest in the world-class brownfield Havieron
high-grade gold-copper deposit, both located in the Paterson Province in
Western Australia. In addition to Havieron and Telfer, the Group has an
interest in a significant portfolio of precious and base metals focused
exploration tenements in Western Australia.

 

The Scheme is being undertaken in order to introduce Greatland Resources as
the holding company of the Group, after which it is intended that the GRL
Shares will be admitted to trading on AIM and ASX. The Company expects that
the resulting Group structure will deliver the following benefits:

 

·    better alignment of the Group's corporate structure with its assets
and operations given all of the Group's assets and employees are located in
Australia;

 

·    reduced costs and complexity associated with the Group owning assets
and conducting operations in Australia;

 

·    greater flexibility to pursue new investment and acquisition
opportunities; and

 

·    potential for increased institutional ownership of the Group, as
certain institutional investors may be more attracted to invest in Greatland
Resources as an Australian incorporated, ASX and AIM cross-listed, company.

 

If the Scheme is approved and implemented, Greatland Resources is expected to
be admitted to the official list of the ASX, which is expected to:

 

·    enhance the Group's capital markets profile; the ASX is considered a
natural listing venue for mining companies, especially those whose core assets
are located in Australia;

 

·    facilitate greater equity research coverage and institutional
ownership, as well as index participation in Australia, which in turn will
support enhanced liquidity and investor interest in the stock; and

 

·    provide the Group with access to additional deep pools of capital to
support longer term growth, and greater flexibility to pursue asset and
corporate transactions.

 

Effects Of The Scheme

 

To reflect the Group's position as a significant Australian gold-copper
producer, an effective share consolidation will occur as part of
the UK Scheme, with Greatland Gold shareholders to receive one GRL Share
for every 20 GGP Shares held.  Details of the effect of fractional
entitlements are set out in the Scheme Document.

 

If approved, the effects of the Scheme upon its implementation will be that
all of the GGP Shares will be transferred from Scheme Shareholders to
Greatland Resources, and in exchange:

 

·    each Scheme Shareholder who holds their GGP Shares in Certificated
form with a registered address in a Permitted Jurisdiction (as defined in the
Scheme Document) will be issued with one GRL Share for every twenty GGP Shares
held at the close of business on the business day immediately prior to the
Scheme Effective Date, being the time at which entitlement to GRL Shares under
the Scheme is determined (the Scheme Record Time), which will be held in the
form of Depositary Interests held in the CSN Facility account held by
Computershare Investor Services PLC  (Computershare UK), as further detailed
in paragraph ‎7 of ‎Part II of the Scheme Document;

 

·    each Scheme Shareholder who holds their GGP Shares in Certificated
form with a registered address outside a Permitted Jurisdiction will be issued
on the Australian share register with one GRL Share for every twenty GGP
Shares held at the Scheme Record Time, and will be issued with holding
statements in respect of such shares (with the exception of the holder of the
one GRL Share in issue prior to the Scheme Effective Date (Greatland Resources
Subscriber Share), who will be issued one less GRL Share as a result of their
ownership of the Greatland Resources Subscriber Share before the Scheme
Effective Date); and

 

·    each Scheme Shareholder who holds their GGP Shares in Uncertificated
form through CREST will be issued with one GRL Share for every twenty GGP
Shares held at the Scheme Record Time, which will be held in the form of
Depositary Interests, as further detailed in paragraph ‎6 of ‎Part II of
the Scheme Document; and

 

·    accordingly, the Company will become a wholly-owned subsidiary of
Greatland Resources which will become the new holding company of the Group.

 

Following the Scheme Effective Date, any future issues of GRL Shares,
including any fundraise conducted in conjunction with the ASX listing, shall
be by Greatland Resources as determined by its board of directors, in
accordance with the Greatland Resources constitution and applicable laws.

 

It is intended that save in respect of the certain options as announced on 22
April 2025, the rights of all option holders and warrant holders of Greatland
Gold will be exchanged for equivalent rights over GRL Shares following the
Scheme Effective Date pursuant to deeds entered into with each holder.

 

The Scheme Document sets out further information on the rights attaching to
the GRL Shares and a comparison of the Australian and English company rules.
The Scheme Document also provides a general overview of taxation effects of
the Scheme.

 

The City Code on Takeovers and Mergers (UK Takeover Code) applies to offers
for the Company. The UK Takeover Code is issued and administered by the
Takeover Panel.  Greatland Resources is incorporated in Australia and has its
registered office in Australia. In the event that the Scheme is approved by
Scheme Shareholders at the Court Meeting and the Scheme becomes effective, the
UK Takeover Code will then cease to apply to the Group and shareholders in
Greatland Resources will no longer be afforded the protections provided by the
UK Takeover Code, including the requirement for a mandatory cash offer to be
made if either:

(a)        a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30 per cent. or more; or

(b)        a person, together with persons acting in concert with it,
is interested in shares which in the aggregate carry not less than 30 per
cent. of the voting rights of a company but does not hold shares carrying more
than 50 per cent. of such voting rights and such person, or any person acting
in concert with it, acquires an interest in any other shares which increases
the percentage of shares carrying voting rights in which it is interested.

 

Further details regarding the UK Takeover Code and the rights that Greatland
Gold shareholders will be giving up if the Scheme is implemented are set out
in the Scheme Document.

 

Conditions To Implementation Of The Scheme

 

The implementation of the Scheme is conditional upon:

 

·    the approval of the Scheme by a majority in number, and at least 75
per cent. in value of the Scheme Shares held by Scheme Shareholders present
and voting, either in person or by proxy, at the Court Meeting (or at any
adjournment of such meeting);

 

·    the passing of the resolutions set out in the notice of the General
Meeting to approve the Scheme and various matters in connection with the
Scheme which include: (A) changes to the Company's articles of association (as
further detailed in paragraph 4.1(c) of ‎Part II of the Scheme Document);
and (B) giving the directors of the Company the necessary powers and
authorities to implement the Scheme;

 

·    the Company having made an application for the GRL Shares to be
admitted to trading on AIM and not having been notified prior to the Scheme
Effective Date that admission of the GRL Shares to AIM would not take effect;

 

·    ASX's approval of the Company's listing application (subject only to
conditions acceptable to the Company);

 

·    Newmont NOL receiving a statement of no objection from the Treasurer
of Australia (or the Treasurer's delegate) to the acquisition of GRL Shares by
Newmont NOL under the Scheme for the purposes of the Australian Foreign
Acquisitions and Takeovers Act either without conditions or with conditions
acceptable to Newmont NOL, or having been notified of that acquisition under
the Australian Foreign Acquisitions and Takeovers Act, the Treasurer of
Australia has ceased to be empowered to make any orders under Part 3 of the
Australian Foreign Acquisitions and Takeovers Act because the applicable time
limit on making orders and decisions in respect of that acquisition has
expired;

 

·    the sanction of the Scheme by the Court at the Court Hearing; and

 

·    a copy of the order of the Court sanctioning the Scheme having been
delivered to the Registrar of Companies for registration,

 

(together, Conditions).

 

The directors of the Company will not take the necessary steps to implement
the Scheme unless the Conditions have been satisfied (or waived to the extent
permitted by law) and, at the relevant time, they consider that it continues
to be in Greatland Gold's best interests and that of the Greatland Gold
shareholders that the Scheme should be implemented.

 

If the Scheme is sanctioned by the Court and the other conditions to the
Scheme are satisfied (or waived so far as is legally permissible), the Scheme
is expected to become effective on 20 June 2025 and dealings in GRL Shares to
be issued pursuant to the Scheme are expected to commence, on AIM at 8.00 am
(London time) on 23 June 2025 and on ASX on 24 June 2025.

 

If the Scheme has not become effective by 11:59 p.m. on 31 December 2025 (or
such later date as Greatland Gold and Greatland Resources agree and the Court
allows) (the Long Stop Date), it will lapse, in which event the Scheme will
not proceed, there will not be a new holding company of the Group, the Scheme
Shareholders will remain shareholders of Greatland Gold, GGP Shares will
continue to be admitted to trading on AIM and the GRL Shares will not be
admitted to trading on ASX and AIM.

 

Action To Be Taken

 

The Scheme is conditional upon the matters which are set out in full in
paragraph ‎5 of ‎Part II of the Scheme Document, and include approval by
the Scheme Shareholders of the Scheme at the Court Meeting and of the
resolutions at the General Meeting.

 

In order that the Court can be satisfied that the votes cast fairly represent
the views of Scheme Shareholders, it is important that as many votes as
possible are cast at the Court Meeting by Scheme Shareholders who are listed
on the register of members. If you hold your GGP Shares through a nominee, the
nominee who is listed on the register of members of the Company will be
entitled to vote. Scheme Shareholders, as are listed on the register of
members, are therefore urged to either appoint the Chair of the Court Meeting
or another person as a proxy or to attend the Court Meeting in person, further
details of which are set out in ‎Part IX of the Scheme Document.

 

UNDERTAKINGS

 

The Company's three largest shareholders have given undertakings to vote the
shares they hold at the time of the Court Meeting and the General Meeting (the
Scheme Meetings) in favour of all resolutions at the Scheme Meetings, together
currently comprising approximately 35% of GGP Shares on issue. Those
shareholders are Newmont NOL (currently the holder of 2,669,182,291
shares), Wyloo (currently the holder of 1,105,136,117 shares), and Tembo
Capital Holdings Guernsey Ltd (Tembo Capital) (currently the holder of
796,770,833 shares).

 

Tembo Capital has entered into a deed of irrevocable undertaking (the Tembo
Undertaking) in connection with Tembo Capital's support of the Scheme.
Pursuant to the Tembo Undertaking, Tembo Capital has agreed to vote any GGP
Shares held by it in favour of all resolutions to approve the Scheme. The
parties have also entered into a deed of termination to terminate the
relationship agreement that was previously entered into by the Company and
Tembo Capital on 10 September 2024.

 

The Company and Wyloo have entered into a deed of irrevocable undertaking and
undertakings deed (Wyloo Undertaking) in connection with Wyloo's support of
the Scheme.  Under the Wyloo Undertaking, Wyloo has irrevocably undertaken to
vote any GGP Shares held by it at that time in favour of the Scheme at the
Court Meeting and in favour of the Resolutions at the General Meeting.  The
Wyloo Undertaking is conditional upon there being no change to the Scheme
Document which is material for Wyloo, and the Court and General Meeting being
held by 1 August 2025 (or such other date as the parties agree). The Company
has also given certain undertakings about how it will exercise its consent
under the Lock-In and Orderly Market Deed with Newmont NOL in respect of
shares over which Wyloo has an option under the Wyloo Call Option Deed between
Newmont NOL and Wyloo.

 

Recommendation

 

The Board has considered the Proposals and strongly believes the Proposals and
their terms to be in the best interests of the Company and the Greatland Gold
shareholders as a whole.  Accordingly, the Board unanimously recommends the
Scheme Shareholders to, or instruct their nominees or proxies to, vote in
favour of the Scheme at the Court Meeting and of the resolutions at the
General Meeting, as the directors intend to do in respect of their own
shareholdings totalling 46,699,582 Scheme Shares (representing approximately
0.36 per cent. of the issued ordinary share capital of the Company).

 

Contact

 

For further information, please contact:

 

Greatland Gold plc

Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
info@greatlandgold.com (mailto: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

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

 

Media Relations

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

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

 

About Greatland

 

Greatland is a gold and copper mining company listed on the London Stock
Exchange's AIM Market (LSE:GGP) and operates its business from Western
Australia.

 

The Greatland portfolio includes the 100% owned Telfer gold-copper mine, the
adjacent 100% owned world class Havieron gold-copper project (under
development), and a significant exploration portfolio within the surrounding
region. The combination of Telfer and Havieron provides for a substantial and
long life gold-copper operation in the Paterson Province of Western Australia.

 

The group is targeting a cross listing on the ASX and AIM in the June quarter
2025.

 

Important Notices

 

THE CONTENTS OF THIS ANNOUNCEMENT OR ANY SUBSEQUENT COMMUNICATION FROM THE
COMPANY OR GREATLAND RESOURCES LIMITED OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR
TAX ADVICE.

 

No person has been authorised to give any information or make any
representations other than those contained or incorporated into this
announcement and the Scheme Document and, if given or made, such information
or representations must not be relied upon as having been so authorised by the
Company, Greatland Resources Limited, their respective directors or any other
person involved in the Scheme. Neither the delivery of this announcement or
the Scheme Document nor the holding of the Court Meeting and/or the General
Meeting, nor admission of the GRL Shares to trading on AIM or admission of the
GRL Shares to the official list of ASX shall, under any circumstances, create
any implication that there has been no change in the business or affairs of
the Group since the date of this announcement or the Scheme Document or that
the information in, or incorporated into, this announcement or the Scheme
Document is correct as at any time after its date. Unless explicitly
incorporated by reference herein, the contents of the websites of the any
Group company do not form part of this announcement.

 

Overseas Jurisdictions

The release, publication or distribution of this announcement and the Scheme
Document in jurisdictions other than the United Kingdom or Australia may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdictions other than the United Kingdom or Australia should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. In particular, the ability of
persons who are not resident in the United Kingdom or Australia to vote their
GGP Shares with respect to the Scheme and the Court Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at those meetings on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located.

 

This announcement and the Scheme Document have been prepared for the purposes
of complying with English law and Australian law and the AIM Rules and the
information disclosed may not be the same as that which would have been
disclosed if this document had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom and Australia.

 

Unless otherwise determined by the Company, and permitted by applicable law
and regulation, the Proposals will not be made directly or indirectly, in or
into, or by the use of (electronic) mail or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or facilities. For this purpose, Restricted
Jurisdiction means Canada, Japan, the Republic of South Africa, New Zealand,
Israel, Nicaragua and Philippines or any other jurisdiction where it would be
unlawful to market the offer of securities.

 

Accordingly, copies of this announcement, the Scheme Document, the notices of
the Court Meeting and the General Meeting, the Forms of Proxy, and all other
documents relating to the Proposals are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. All persons receiving this announcement or the Scheme Document
(including, without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory requirements
of their jurisdiction and must not mail or otherwise forward, send or
distribute this announcement or the Scheme Document in, into or from any
Restricted Jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Proposals disclaim any
responsibility or liability for the violation of such restrictions by any
person.

 

Additional information for US investors

 

The GRL Shares neither have been nor will be registered under the US
Securities Act of 1933 (the "US Securities Act") or under the securities laws
of any State or other jurisdiction of the United States. Accordingly, the GRL
Shares may not be offered, sold, resold, delivered, distributed or otherwise
transferred, directly or indirectly, in or into the United States absent
registration under the US Securities Act or an exemption therefrom. The GRL
Shares to be issued pursuant to the Proposals will be issued in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. There will be no public offer of GRL
Shares in the United States.

 

The Proposals, to be implemented by way of the Scheme, are being made to
acquire the entire issued and to be issued share capital of a company
incorporated in England and Wales by way of a scheme of arrangement provided
for under Part 26 of the Companies Act. A transaction effected by way of a
scheme of arrangement is not subject to the proxy solicitation or tender offer
rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices applicable in the
UK to schemes of arrangement and takeover offers, which differ from the
disclosure requirements, style and format of US tender offer and proxy
solicitation rules. Financial information included in this announcement and
the Scheme Document has been or will have been prepared in accordance with
non-US accounting standards that may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
US.

 

Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved or disapproved the
Proposals, nor have such authorities passed upon or determined the fairness of
the Proposals or the adequacy or accuracy of the information contained in this
document. Any representation to the contrary is a criminal offence in the
United States.

 

The GRL Shares to be issued pursuant to the Proposals will be issued in
reliance on the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof and the Company will
advise the Court that its sanction of the Scheme will be relied upon as an
approval of the scheme of arrangement following a hearing on its fairness to
Greatland Gold shareholders at which hearing all such shareholders are
entitled to attend in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification has been
given to all Greatland Gold shareholders.

 

None of the securities referred to in this Announcement or the Scheme Document
have been approved or disapproved by the US Securities and Exchange Commission
or any US state securities commission, nor have any such authorities passed
judgment upon the fairness or the merits of the Proposals or the Scheme or
determined if this announcement or the Scheme Document is accurate or
complete. Any representation to the contrary is a criminal offence in the
United States. US shareholders in Greatland Gold (US Shareholders) also should
be aware that the transaction contemplated herein may have tax consequences in
the United States and that such consequences, if any, are not described
herein, as well as foreign and other tax consequences. US Shareholders are
urged to consult with independent professional advisers regarding the legal,
tax and financial consequences of the Proposals applicable to them. It may be
difficult for US Shareholders to enforce their rights and claims arising out
of the US federal securities laws since the Company and Greatland Resources
are organised in countries other than the United States and some or all of
their officers and directors may be residents of, and some or all of their
assets may be located in, jurisdictions other than the United States. US
Shareholders may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of US courts,
including judgments based upon the civil liability provisions of the US
federal securities laws. US Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgment.

 

Forward Looking Statements

 

This announcement includes forward looking statements and forward looking
information within the meaning of securities laws of applicable jurisdictions.
Forward looking statements can generally be identified by the use of words
such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate",
"believe", "continue", "objectives", "targets", "outlook" and "guidance", or
other similar words and may include, without limitation, statements regarding
estimated reserves and resources, certain plans, strategies, aspirations and
objectives of management, anticipated production, study or construction dates,
expected costs, cash flow or production outputs and anticipated productive
lives of projects and mines.

 

These forward looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance and
achievements or industry results to differ materially from any future results,
performance or achievements, or industry results, expressed or implied by
these forward-looking statements. Relevant factors may include, but are not
limited to, changes in commodity prices, foreign exchange fluctuations and
general economic conditions, increased costs and demand for production inputs,
the speculative nature of exploration and project development, including the
risks of obtaining necessary licences and permits and diminishing quantities
or grades of reserves, political and social risks, changes to the regulatory
framework within which the Group operates or may in the future operate,
environmental conditions including extreme weather conditions, recruitment and
retention of personnel, industrial relations issues and litigation.

 

Forward looking statements are based on assumptions as to the financial,
market, regulatory and other relevant environments that will exist and affect
the Group's business and operations in the future. Greatland Gold does not
give any assurance that the assumptions will prove to be correct. There may be
other factors that could cause actual results or events not to be as
anticipated, and many events are beyond the reasonable control of Greatland
Gold. Forward looking statements in this document speak only at the date of
issue. Greatland Gold does not undertake any obligation to update or revise
any of the forward looking statements or to advise of any change in
assumptions on which any such statement is based.

 

Where To Find Help

Questions and answers about the Proposals are set out in the Scheme Document.
 If you have any further questions about the Scheme Document, the Scheme, the
Court Meeting, the General Meeting or the Proposals or are in any doubt as to
how to complete the Forms of Proxy or the voting instruction cards or appoint
a proxy electronically,, please call the shareholder helpline, operated by
Computershare UK, on 0370 707 1397. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. The helpline is open
from 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England & Wales. Please note that the helpline cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes. Please note that, for legal reasons the
helpline is only able to provide information contained in the Scheme Document
and information relating to the register of members of the Company and is
unable to give advice on the merits of the Proposals.

 

 

 

 

 

Appendix

 

Expected Timetable Of Principal Events

The times and dates set out in the timetable below are based on the Company's
current expectations and are subject to change. These times and dates are
indicative only and will depend, inter alia, on the date on which the Court
sanctions the Scheme. In particular, certain Court dates are subject to
confirmation by the Court. If the scheduled date of the Court Hearing is
changed, the Company will give adequate notice of the change by issuing an
announcement through an RIS and via the Company's website. Any changes to
other times or dates indicated below may, in the Company's discretion, be
notified in the same manner. All Shareholders have the right to attend the
Court Hearing. Shareholders are encouraged to appoint a proxy in respect of
the Court Meeting, as described ‎Part IX of the Scheme Document.

 

Unless otherwise stated, all references to times and dates above and in this
document are to BST.

 

 Item                                                                          Date and time
 Publication of the Scheme Document                                            24 April 2025
 Latest time for receipt by the Company's Registrar of the blue Form of Proxy  9:30 a.m. on 8 May 2025
 from Shareholders for the Court Meeting
 Latest time for receipt by Company's Registrar of yellow Form of Proxy from   9:45 a.m. on 8 May 2025
 Shareholders for the General Meeting
 Scheme Voting Record Time                                                     6.00 p.m. on 8 May 2025
 Court Meeting                                                                 9:30 a.m. on 12 May 2025
 General Meeting                                                               9:45 a.m. on 12 May 2025
 Results of General Meeting and Court Meeting announced through an RIS         12 May 2025
 Australian prospectus lodged with ASIC and listing documents with ASX         23 May 2025
 Second UK Court Hearing                                                       18 June 2025
 Last day of dealings in, and for registration of transfers of, GGP Shares     19 June 2025
 Scheme Record Time                                                            Close of business on 19 June 2025
 Scheme Effective Date                                                         20 June 2025
 Scheme Effective Time                                                         6.00 p.m. on 20 June 2025
 Issuance of GRL Shares                                                        20 June 2025
 Admission of GRL Shares on ASX                                                4 p.m. AEST on 23 June 2025
 Cancellation of Admission of GGP Shares to trading on AIM                     7:00 a.m. on 23 June 2025
 Admission of, and dealings commence in, the GRL Shares on AIM                 8.00 a.m. 23 June 2025
 Crediting of Depositary Interests representing the GRL Shares to CREST        23 June 2025
 accounts
 Quotation on and dealings become effective on the ASX                         24 June 2025
 Dispatch of holding statements for GRL Shares                                 By 27 June 2025
 Dispatch of holding statements for Greatland Resources Limited CSN Facility   By 27 June 2025

 

Notes:

 

(1)  Blue Forms of Proxy for the Court Meeting not returned by the time set
out above may be handed to the Chair or the Registrar at the Court Meeting
prior to the vote being taken.

(2)  To be valid, yellow Forms of Proxy for the General Meeting must be
lodged by 9:45 a.m. on 8 May 2025.

(3)  If either the Court Meeting or the General Meeting is adjourned, the
voting record time for the adjourned meeting will be 6.00 p.m. (London time)
on the date falling two working days before the adjourned meeting.

(4)  For further details of the time and location of the Court Hearing,
Shareholders and creditors may consult the Company's website. If it is a
physical hearing, it will be held at the Royal Courts of Justice, The Rolls
Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, United Kingdom. If
it is a remote hearing, or a hybrid hearing, details of how to attend remotely
will be published on the Company's website
(https://greatlandgold.com/investors/agm-egm/
(https://greatlandgold.com/investors/agm-egm/) ) when they become available.

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