REG - Greatland Gold PLC - Transformational appointments to the Board

Greatland GoldAnnouncement

12/09/2022 07:01

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RNS Number : 0717Z  Greatland Gold PLC  12 September 2022

12 September 2022

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Greatland Gold plc

("Greatland" or "the Company")

 

Transformational appointments to the Board of Directors

Australian corporate and mining leaders Mark Barnaba, Elizabeth Gaines and
James 'Jimmy' Wilson agree to join the Board of Greatland to help drive its
growth and advancement to a leading gold and copper producer

Greatland Gold plc (AIM:GGP), is pleased to announce that three of Australia's
most highly credentialled corporate and mining industry leaders have agreed to
join the Company's Board of Directors. The appointments will amplify
Greatland's growth strategy and support the transition of the business to a
gold and copper producer through the potential development of the world-class
Havieron gold-copper project in the Paterson region of Western Australia.

Highlights

§ Mark Barnaba, eminent natural resources investment banker and Deputy Chair
of A$50 billion ASX-listed Fortescue Metals Group Ltd (Fortescue), to join as
Non-Executive Chairman

§ Elizabeth Gaines, former Fortescue CEO and Managing Director, to join as a
Non-Executive Director and Deputy Chair

§ James 'Jimmy' Wilson, a former senior executive at BHP including the former
President of its iron ore division, to join as an Executive Director
commencing on 12 September 2022

§ Mr Barnaba and Ms Gaines intend to commence in a consulting role with
effect from 12 September 2022 prior to joining the Board as Non-Executive
Directors on or before 1 January 2023

§ The addition of mining industry leaders with substantial corporate and
operational experience will assist Greatland to fulfill its ambition to be a
world class mining company

§ Greatland intends to commence a process to undertake a cross listing on the
Australian Securities Exchange (ASX) to increase liquidity and provide
additional access to capital

§ Co-Investment Options Incentives are intended to be granted to create
strong and immediate alignment with shareholders to deliver substantial share
price growth, with the option exercise price being set at a 45 per cent
premium to the recent equity placement price

§ Current Non-Executive Chairman Alex Borrelli will assume a senior
Non-Executive Director role as Lead UK Director following the new Board
appointments on or before 1 January 2023

 

The three Directors who have agreed to join the Board of Greatland and their
proposed roles (together the New Directors) are as follows:

§ Mark Barnaba - Non-Executive Chairman (with effect by 1 January 2023)

§ Elizabeth Gaines - Non-Executive Director and Deputy Chair (with effect by
1 January 2023)

§ Jimmy Wilson - Executive Director (with effect from 12 September 2022)

Mr Barnaba is a highly experienced investment banker and corporate advisor,
having focused predominantly in the natural resources sector. He has served as
Deputy Chairman and Lead Independent Director of the world's fourth largest
iron ore producer Fortescue (ASX:FMG) since November 2017 and has been a
Director of Fortescue since 2010. He is also a member of the Board of the
Reserve Bank of Australia.

Ms Gaines is a highly experienced business leader with extensive international
experience as a Chief Executive Officer. She has significant experience in the
resources sector and is the former CEO and Managing Director of Fortescue,
where she presided over a heralded period of operational delivery and
significant growth in shareholder value.

Mr Wilson is a highly experienced mining and natural resources executive with
deep operational experience across a range of commodities and jurisdictions.
He spent more than 25 years with the world's biggest mining company BHP and
held various senior executive positions including President of the iron ore,
energy coal and stainless steel materials divisions.

Full biographies of the New Directors are included in the Appendix.

The appointment of Mr Wilson as an Executive Director adds important
additional senior operational executive leadership to Greatland in the lead-up
to the completion of the Feasibility Study for Havieron expected in the
December quarter 2022 and potential project development. Mr Wilson will be
employed on a part time basis for a fixed term of 18 months, prior to moving
to a non-executive role.

It is expected that new key appointments to Greatland's management team will
follow as the Company builds further internal capability to support the
transition from exploration and studies through to project development and
production.

Mr Barnaba and Ms Gaines have agreed to take up Non-Executive roles on the
Board on or before 1 January 2023.

 

Alex Borrelli, Non-Executive Chairman of Greatland Gold, commented: "I am
delighted to welcome our proposed new Directors to the Company. They are
highly regarded people with significant industry and operational expertise and
will strengthen our Board to increase our operational, financial and business
development capabilities as we are now entering a transformational period for
Greatland and its shareholders.

"In combination with our existing Directors, we will have a world-class Board
to act as stewards of Greatland's interest in the Tier 1 discovery we have
made at Havieron.

"The addition of such a high-quality team of successful professionals is a
strong validation of the quality of Greatland's asset, recognition of our
strong management team developed under our Managing Director, Shaun Day, and
our potential for significant value creation for our shareholders. We look
forward to an exciting future with a high degree of anticipation for the
Company's ongoing success."

Shaun Day, Managing Director of Greatland Gold, commented: "As individuals
Mark, Elizabeth and Jimmy each bring an incredibly valuable skillset to
Greatland and collectively, they will deliver us one of the strongest Boards
in the global mining industry.

"The proposed appointments provide a strong platform to build upon as we seek
to advance the world-class Havieron gold deposit into production. Our enhanced
Board provides the leadership and talent which is ideally suited to advance
and grow Havieron with our partner Newcrest, as well as assessing
opportunities to upgrade our asset base to create substantial long-term
shareholder value. Our objective is to ultimately build a world-class mining
company in all aspects and deliver outstanding returns to our investors."

Commenting on his proposed appointment as Non-Executive Chair, Mr Barnaba
said: "Greatland has the potential to evolve into a significant gold-copper
producer through its 30 per cent share in the Havieron project. I look forward
to working with the Board and Management team who have done an excellent job
in guiding the business into its current position. Knowing the talents of
Elizabeth and Jimmy, I am confident they will make important contributions to
the future growth of the Company.

"I would also like to congratulate Shaun on everything he and his team have
achieved since he became Managing Director of Greatland in February last year.
These efforts have culminated in securing a valuation for 5 per cent of
Havieron which facilitated maintaining its existing 30 per cent share of the
asset, completion of the significant equity raisings and now bringing this
team together. He has played a critical role in creating the foundation from
which a world-class mining company can be built."

Commenting on her proposed appointment as Non-Executive Director and Deputy
Chair, Ms Gaines said: "Great companies are built by teams of diverse people
with a strong vision and commitment to each other. By joining Greatland at
this formative stage, we have the opportunity to build a leading gold-copper
producer with a proud culture and shared values. I am excited to begin working
with the team as we progress the development of Havieron and a secondary
listing on the ASX."

Commenting on his proposed appointment as Executive Director, Mr Wilson said:
"Havieron is a world-class gold-copper discovery of great value. Ensuring we
deliver the project to its full potential will in turn drive significant
shareholder returns. I look forward to working with Newcrest to help achieve
this outcome for Greatland shareholders and to play a leading role in finding
the next world-class project for the Company."

In addition, the Board will seek to appoint an additional independent director
in due course.

Co-Investment Options and Share Options Incentives

The Company intends to award Co-Investment Options to subscribe for new
ordinary shares in the Company to the proposed Non-Executive Directors, Mr
Barnaba and Ms Gaines, and to Paul Hallam, an existing Non-Executive
Director.  The Co-Investment Options are a one-off equity incentive package
structured to align the interests of Mr Barnaba, Ms Gaines and Mr Hallam in
delivering substantial growth in shareholder value for the benefit of
Greatland shareholders.

The Co-Investment Option structure has been designed to create strong and
immediate alignment with shareholders to deliver substantial share price
growth, with the option exercise price being set at 45 per cent above the
recent equity placement price of 8.2 pence completed in late August 2022.

The number of Co-Investment Options intended to be granted to Mr Barnaba, Ms
Gaines and Mr Hallam is as follows:

 Name              Role                                       Number of shares under option  Proportion of expanded capital if fully exercised(*)
 Mark Barnaba      Non-Executive Chairman**                   100,000,000                    2.08%
 Elizabeth Gaines  Non-Executive Director and Deputy Chair**  55,000,000                     1.14%
 Paul Hallam       Non-Executive Director                     40,000,000                     0.83%

(*Calculation based upon issued ordinary shares as of 9 September 2022. The
gross proceeds from the exercise of all the above Co-Investment Options is)
(c.£23m.)

(** With effect on or before 1 January 2023)

The Key Terms of the Co-Investment Options are contained in the following
table:

                  Key Terms
 Exercise Period  Date of issue to 31 August 2026
 Exercise price   11.9 pence (representing a 45 per cent premium to 8.2 pence which was the
                  price at which equity was issued in the recent placing announced on 24 August
                  2022 and a 46 per cent premium to the five-day volume weighted average share
                  price to 9 September 2022)
 Vesting          Vesting immediately upon granting
 Retention        The intention is that the Co-Investment Options are issued to align the
                  interests of the individuals with that of Greatland's shareholders. To give
                  effect to this intention, the parties agree to discuss in good faith a
                  retention arrangement of three years in respect of the shares arising on
                  exercise

 

In addition, the Company intends to grant to Mr Wilson options to subscribe
for 40,000,000 new ordinary shares in the Company under the terms of an
employee share scheme on substantially the same terms as the Co-Investment
Options. If fully exercised and all the Co-Investment Options were fully
exercised, these options would represent 0.83 per cent of the enlarged issued
share capital.

The board is expected to meet shortly to consider and, if thought fit, approve
the agreements with Mr Barnaba and Ms Gaines, the Co-Investment Options and
the option to Mr Wilson. In the case of the Co-Investment Options to Mr Hallam
and the grant of options to Mr Wilson as Directors of the Company these will
also be subject to the fulfilment of the requirements of AIM Rule 13 as
related party transactions.  A further announcement will be made when the
agreements with Mr Barnaba and Ms Gaines, the Co-Investment Options and the
grant of options to Mr Wilson are approved and entered into.

The NOMAD has completed its appointment procedure including due diligence
review in respect of the incoming directors as part of the appointment
process.

 

Enquiries:

 

 Greatland Gold PLC                                                    info@greatlandgold.com

 Shaun Day                                                             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 3488 7510

 Harry Chathli/Alexis Gore/Tan Siddique

 

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.

A version of this release with the full images and diagrams can be found on
the Company's website: https://greatlandgold.com/investors/regulatory-news/
(https://greatlandgold.com/investors/regulatory-news/)

 

 

Appendices

Biography of Executive Director

Jimmy Wilson

Mr Wilson is a highly experienced mining and natural resources executive with
deep operational experience across a range of commodities and project styles.
He brings significant international infrastructure and supply chain experience
in Australia, South Africa, North and South America.

Mr Wilson spent more than 25 years with the world's biggest mining company BHP
and held various senior executive positions including as President of the iron
ore division, President of energy coal, President of stainless steel materials
and President and Chief Operating Officer of Nickel West. He successfully
managed the integration of the WMC Resources' nickel assets into BHP after
BHP's takeover of WMC. Earlier in his career Mr Wilson held a number of roles
in the gold industry with Anglo American.

After leaving BHP, Mr Wilson was appointed as the Chief Executive of CBH
Group, the Western Australian grain growers collection which is responsible
for the storage, handling, transport, processing, marketing and export of more
than 90 per cent of WA's grain production.

Mr Wilson was appointed to the Export Finance Australia board in December 2020
for a 3-year term.

Mr Wilson holds a Bachelor of Science (Mechanical Engineering) from the
University of Natal.

The following details in relation to the appointment of Mr Wilson, aged 60,
are disclosed in accordance with Schedule 2(g) of the AIM Rules:

 

 Current appointments:                            Former appointments within the past five years:
 JJW Consulting Services Pty Ltd                  CBH Pty Ltd
 Export Finance Australia                         Business Council of Co-Operatives and Mutuals Ltd
 JKBK Wilson Pty Ltd                              Interflour Group Pte Ltd
 The Wilson Super Fund Pty Ltd
 University of Western Australia Business School

Mr Wilson does not have any interest in the ordinary shares of the Company,
other than the share options which the Company intends to award him as noted
above.

In 2016, Mr Wilson was amongst a group of 22 executives named in a series of
allegations made by authorities in Brazil in connection with the collapse of a
tailings dam at Samarco, a non-operated BHP joint venture company.

Save as set out above, no further information is required to be disclosed
pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies in
relation to Mr Wilson.

 

 

Biographies of Non-Executive Directors

 

Mark Barnaba

Mr Barnaba is a career investment banker, having focused predominantly in the
natural resources sector. He has served as Deputy Chairman of the world's
fourth largest iron ore producer Fortescue Metals Group Limited (ASX:FMG)
since November 2017 and has been a Director of Fortescue since 2010.

Mr Barnaba has spent most of his career providing financial, corporate and
strategic advice to companies, governments and institutions in the Asia
Pacific region including in several senior executive roles at Macquarie Group
(including the Chairman and Global Head of the Natural Resources Group) and
McKinsey & Company (both in Australia and overseas). Prior to that he
founded, led and subsequently sold independent corporate advisory firms GEM
Consulting and Azure Capital. He has previously chaired several large publicly
listed (ASX) companies within the mining and infrastructure sectors.

He is also a member of the Board (and Chairman of the Audit Committee) of the
Reserve Bank of Australia and was the inaugural Chairman of the University of
Western Australia Business School Board from 2002 to 2020 and now holds the
title of (inaugural) Emeritus Board Member, also serving as an Adjunct
Professor in Finance.

Mr Barnaba also chairs GLX (a specialist technology company that develops
software based marketplace solutions for commodity markets) and is a member of
the Senior Advisory Board of London-based mining private equity fund Appian
Capital.

Mr Barnaba holds a Bachelor of Commerce (First Class Honours and University
Medal) from the University of Western Australia, an MBA from Harvard Business
School (High Distinction; Baker Scholar) and an Honorary Doctor of Commerce
from the University of Western Australia.

The following details in relation to the appointment of Mr Barnaba, aged 59,
are disclosed in accordance with Schedule 2(g) of the AIM Rules:

 

 Current appointments:                   Former appointments within the past five years:
 University of Western Australia         Macquarie Group Limited
 HBF Health Limited                      Australian Children's Trust Pty. Ltd.
 Appian Capital Advisory LLP
 Reserve Bank of Australia
 The Centre for Independent Studies Ltd
 Chester Pty Ltd
 Fortescue Metals Group Ltd

 Williams Advanced Engineering Limited
 GLX Digital Limited
 Luccamimi Pty Ltd
 Muppets Pty Ltd
 Westlink Asset Pty Ltd

 

Mr Barnaba was a director of Sons of Gwalia Ltd from May 2004 to January 2005.
Sons of Gwalia Ltd entered voluntary administration in August 2004 and was
liquidated in 2012.

Mr. Barnaba does not have any interest in the ordinary shares of the Company,
other than the Co-Investment Options which the Company intends to award him as
noted above.

Save as set out above, no further information is required to be disclosed
pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies in
relation to Mr Barnaba.

Elizabeth Gaines

Ms Gaines is a highly experienced Executive and Non-Executive Director with
extensive operational experience as a Group Executive/CEO and CFO running
large businesses and a proven track record in international business and
financial leadership. She has significant experience in the resources sector
and exposure to the impact of the growth in Asian economies, particularly
China.

Ms Gaines is the former CEO and Managing Director of Fortescue Metals Group
Limited after a distinguished term where she received many accolades including
being ranked second in the 2019 Fortune Magazine's Businessperson of the Year
and in 2020 being awarded both the 'Women in Resources Champion' by the
Chamber of Minerals and Energy of Western Australia and the Joint Australian
Business Person of the Year by the Australian Financial Review. She has served
on the Board of Fortescue since February 2013 and continues with the business
as a Non-Executive Director and Global Ambassador for Fortescue Future
Industries following the completion of her term as CEO on 31 August 2022.

As a highly experienced business leader, Ms Gaines has significant experience
in delivering financial and operational excellence in the resources sector and
both the Australian and international business environment. She has a deep
understanding of all aspects of financial and commercial management at a
senior executive level including merger and acquisition activities comprising
due diligence, acquisition, disposals, merger integration and cross-border
funding.

Ms Gaines was recently appointed as a Non-Executive Director to the Victor
Chang Cardiac Research Institute. She is a former Chief Executive Officer of
Helloworld Limited and Heytesbury Pty Limited and has previously held
Non-Executive Director roles with Nine Entertainment Co. Holdings Limited,
NEXTDC Limited, Mantra Group Limited and ImpediMed Limited.

Ms Gaines holds a Bachelor of Commerce from Curtin University, a Master of
Applied Finance from Macquarie University and an Honorary Doctorate of
Commerce from Curtin University. She is a Fellow of Chartered Accountants
Australia and New Zealand, and a member of the Australian Institute of Company
Directors and Chief Executive Women.

The following details in relation to the appointment of Ms Gaines, aged 58,
are disclosed in accordance with Schedule 2(g) of the AIM Rules:

 

 Current appointments:                                     Former appointments within the past five years:
 Australian Fortescue Future Industries Pty Ltd            Chichester Metals Pty Ltd
 Honeycombs Beach Farm Pty Ltd                             CSRP Pty Ltd
 Fortescue Metals Group Ltd                                FMG Air Pty Ltd
 West Coast Eagles AFL Club trading as Indian Pacific Ltd  FMG Chichester Personnel Pty Ltd

                                                           FMG Services Pty Ltd
                                                           FMG Exploration Pty Ltd
                                                           FMG IOC Pty Ltd
                                                           FMG Iron Bridge (Aust) Pty Ltd
                                                           FMG JV Co Pty Ltd
                                                           FMG Nullagine Pty Ltd
                                                           FMG Nyidinghu Pty Ltd
                                                           FMG Personnel Pty Ltd
                                                           FMG Personnel Services Pty Ltd
                                                           FMG Pilbara Pty Ltd
                                                           FMG Procurement Services Pty Ltd
                                                           FMG Resources (August 2006) Pty Ltd
                                                           FMG Resources Pty Ltd
                                                           FMG Solomon Pty Ltd
                                                           FMG Training Pty Ltd
                                                           Pilbara Iron Ore Pty Ltd
                                                           Karribi Developments Pty Ltd
                                                           International Bulk Ports Pty Ltd
                                                           Masters Way Homes Pty Ltd
                                                           Pilbara Housing Services Pty Ltd
                                                           Pilbara Gas Pipeline Pty Ltd
                                                           Pilbara Marine Pty Ltd
                                                           The Pilbara Infrastructure Pty Ltd
                                                           VTEC Services Pty Ltd

Ms Gaines was a director of Entertainment Rights plc and its subsidiary,
Entertainment Rights Overseas Holdings Limited until August 2008. Both
companies were placed into administration in April 2009 and were liquidated in
December 2010 with a shortfall to creditors.

Ms Gaines was a director of Harvey World Travel (UK) Limited from January to
March 2009. This company was placed into administration in November 2009 and
was liquidated in August 2015 with a shortfall to creditors.

Ms Gaines was also a director of Aus Offshore Holdco Pty Ltd and Aus Offshore
Bidco Pty Ltd from July 2009 to June 2016. Both companies were liquidated in
June 2016.

Ms Gaines does not have any interest in the ordinary shares of the Company,
other than the Co-Investment Options which the Company intends to award her as
noted above.

Save as set out above, no further information is required to be disclosed
pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies for Ms
Gaines.

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