REG - Greatland Gold PLC - Results of Court Meeting and General Meeting

Greatland GoldAnnouncement

12/05/2025 12:15

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RNS Number : 2983I  Greatland Gold PLC  12 May 2025

Greatland Gold plc (AIM: GGP)

E: info@greatlandgold.com

W: https://greatlandgold.com

: twitter.com/greatlandgold

 

 

NEWS RELEASE | 12 May 2025

 

 

Scheme of Arrangement

 

RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 12 MAY 2025

 

 

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.

Further to the announcement on 24 April 2025 that a scheme circular containing
details of the scheme of arrangement under Part 26 of the Companies Act 2006
(Scheme) proposed to be made between Greatland Gold plc (AIM:GGP) (Greatland
Gold or the Company) and the holders of the ordinary shares in Greatland Gold
in issue at the Scheme Record Time (as defined in the scheme circular dated 24
April 2025) (the Scheme Document)) (Scheme Shares), Greatland Gold is pleased
to announce the results of the Court Meeting and General Meeting held today in
connection with the Scheme.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document. All references to times are to London,
UK, times unless otherwise stated.

Court Meeting and General Meeting

 

At the Court Meeting, as set out in detail below, the requisite majorities of
Scheme Shareholders voted in favour of the special resolution to approve the
Scheme.

 

At the General Meeting, as set out in detail below, the requisite majority of
GGP Shareholders voted to pass the two special resolutions proposed at the
General Meeting.

 

Full details of the resolutions that were proposed are set out in the notices
of the Court Meeting and General Meeting contained in the Scheme Document.

 

Voting Results of the Court Meeting

The Court Meeting sought approval of the Scheme from holders of Scheme Shares.
The results of the poll at the Court Meeting are set out in the table below.
Each Scheme Shareholder present in person or by proxy was entitled to one vote
for each Scheme Share held at the Scheme Voting Record Time.

 Results of Court Meeting                                                    FOR((4))       AGAINST    TOTAL
 Number of Scheme Shares voted                                               8,415,066,940  3,822,856  8,418,889,796
 Percentage of Scheme Shares voted((1))                                      99.95%         0.05%      100%
 Number of Scheme Shareholders who voted((2))                                50             9          53
 Percentage of Scheme Shareholders who voted((1) (5))                        84.75%         15.25%     100%
 Number of Scheme Shares voted as a percentage of the issued ordinary share  64.34%         0.03%      64.37%
 capital eligible to be voted at the Court Meeting((1)) ((3))

( )

((1) ) Rounded to two decimal places.

((2) ) This is fewer than the total of the number of Scheme Shareholders
shown as having voted "for" and "against" as a result of multiple accounts
being held within the same registered shareholding in some cases.

((3))  The total number of Scheme Shares in issue and eligible to vote on the
Scheme at the Scheme Voting Record Time was 13,079,294,602.

((4))  Includes proxy appointments which gave discretion to the Chair of the
Court Meeting.

((5) ) Where a Scheme Shareholder has cast some of their votes "for" and some
of their votes "against" the resolution, such Scheme Shareholder has been
counted as having voted both "for" and "against" the resolution for the
purposes of determining the number of Scheme Shareholders who voted as set out
in this column. In this instance, 6 Scheme Shareholders voted both "for" and
"against" the Scheme and are therefore counted twice when calculating
percentages, however, only 53 Scheme Shareholders voted in total.

Voting Results of the General Meeting

The General Meeting sought approval of: (i) a resolution to approve the
adoption of the amended articles of association of the Company (Special
Resolution 1); and (ii) a resolution to approve granting the directors
authority to take all such action as they may consider necessary or
appropriate for carrying the Scheme into effect (Special Resolution 2).
Special Resolution 1 and Special Resolution 2 were each duly passed by the
requisite majority.

The results of the poll at the General Meeting are set out in the table below.
Each GGP Shareholder present in person or by proxy was entitled to one vote
for each GGP Share held at the Scheme Voting Record Time.

 

 

                                              VOTES FOR((1))             VOTES AGAINST                WITHHELD((2))
 Special Resolution                           Number of votes  %((3))    Number of votes  %((3))( )   Number of votes

 Adoption of amended articles of association  8,301,048,016    99.97%    2,540,943        0.03%       904,730
 Scheme of Arrangement                        8,301,159,288    99.97%    2,693,500        0.03%       639,901

 

((1) ) Includes proxy appointments which gave discretion to the Chair of the
General Meeting.

((2) ) A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'for' or 'against' the Special
Resolution.

((3) ) Rounded to two decimal places.

Expected Timetable of Principal Events

Since the date of the Scheme Document, the condition to the implementation of
the Scheme relating to Newmont NOL Pty Limited 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 Pty Limited under the Scheme for the
purposes of the Australian Foreign Acquisitions and Takeovers Act, has been
satisfied.

The Scheme remains subject to the satisfaction or (where applicable) waiver of
the remaining Conditions (as set out in paragraph 5 of Part II of the Scheme
Document), including the Court sanctioning the Scheme at the Scheme Sanction
Hearing, which is expected to be held on 18 June 2025.

The expected timetable of the remaining principal events for the
implementation of the Scheme remains as set out in the announcement made by
Greatland Gold plc on 24 April 2025 and is also set out below. Any updates to
the expected timetable will be announced through a Regulatory Information
Service.

 

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
 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)  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
(https://greatlandgold.com) ) when they become available.

 

 

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 June 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, 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 nor admission of the GRL
Shares to trading on AIM or admission of the Greatland Resources Limited
ordinary shares (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 that
the information in, or incorporated into, this announcement 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.  This announcement does not constitute a prospectus or a
prospectus equivalent document.

 

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdictions other than the United
Kingdom 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.

 

This announcement has been prepared for the purposes of complying with English
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.

 

Accordingly, copies of this announcement, and all other documents relating to
the Scheme and associated proposals contained in the Scheme Document
(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. 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.  All persons receiving this announcement
(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 (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 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.

 

 

 

 

 

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