Greatland Gold plc (AIM: GGP)

E: [email protected]

W: https://greatlandgold.com

: x.com/greatlandgold

NEWS RELEASE | 11 April 2025

ASX listing process update

UK scheme of arrangement process commenced for Reorganisation

Greatland Resources Limited targeting listing on ASX and AIM from June 2025

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 provide an update in relation to the proposed cross-listing of the Greatland Gold group on the Australian Securities Exchange (ASX), (ASX Listing).

In conjunction with the ASX Listing, and as previously announced, a corporate reorganisation is proposed which would result in Greatland Gold and its subsidiaries (collectively the Greatland Group) sitting under a new Australian-incorporated parent company, Greatland Resources Limited (Greatland Resources), (Reorganisation).  The Reorganisation will be effected through a UK scheme of arrangement (UK Scheme) and is subject to Greatland Gold shareholder and UK Court approval. The Company is pleased to announce that that it will file documents with the UK Court today to start the UK Scheme process.

The documents to be filed with the UK Court today include a draft UK Scheme circular which, subject to the Court's approval at a hearing scheduled for 23 April 2025, is expected to be dispatched to the Company's shareholders on 24 April 2025, convening meetings of shareholders on 12 May 2025 to vote on the UK Scheme and certain related matters (Scheme Meetings). 

A prospectus will be lodged by Greatland Resources with the Australian Securities & Investments Commission (ASIC) and the ASX in respect of the ASX Listing.  Greatland Resources will also publish an AIM Schedule 1 and Appendix to seek the admission of the Greatland Resources shares to trading on AIM (AIM Admission). The ASX Listing process and AIM Admission of Greatland Resources are currently expected to be completed in late June 2025. Following completion of the ASX Listing and AIM Admission, it is proposed that the entire issued and to be issued share capital of Greatland Resources would be listed on both the ASX and AIM, expected to be under the "GGP" ticker.

No action is required by Greatland Gold shareholders at this time. Subject to approval of the UK Court, the Company will dispatch the UK Scheme circular to shareholders which will provide details of the Scheme Meetings and contain all information required by shareholders to consider and vote on the Reorganisation. The Company will make a further announcement when the UK Scheme circular has been dispatched to shareholders.

Rationale for the ASX Listing and Reorganisation

As previously announced, the ASX Listing is intended to be undertaken with the objectives of:

§  Enhancing the Greatland 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.

§  Facilitating 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.

§  Providing the Greatland Group with access to additional deep pools of capital to support longer-term growth, and greater flexibility to pursue asset and corporate transactions.

The Reorganisation associated with the ASX Listing is expected to deliver the following additional benefits:

§  Better alignment of the Greatland Group's corporate structure with its assets and operations; all of the group's projects are located in Australia, as are all of its employees.

§  Reduced costs and complexity associated with owning assets and conducting operations in Australia.

§  Greater flexibility to pursue new investment and acquisition opportunities.

§  The potential for increased institutional ownership, as certain institutional investors may be more attracted to invest in Greatland Resources as an Australian domiciled, ASX listed, company.

Greatland Gold Managing Director, Shaun Day, commented:

"We are delighted to have formally begun the process today for our listing on the ASX."

"The acquisition of Telfer and Havieron, completed in December 2024, immediately transformed Greatland Gold into a leading Australian gold and copper producer.  We enjoyed significant Australian institutional investor support for our equity raising to fund the acquisition, and Greatland Gold continues to see strong engagement and interest from the Australian market.  This is an excellent time to undertake the Reorganisation and listing on the ASX, the world's premier stock exchange for metals and mining companies."

"The ASX listing should enhance our capital markets profile and 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."

Summary of the Reorganisation

§  Company structure: There will be no direct impact on the Greatland Group's operations from the Reorganisation, 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.  Specifically: there will be no change to the Greatland Group's assets as a result of the UK Scheme; the board of directors of the Company and of Greatland Resources Limited are the same; and it is intended that from implementation of the Reorganisation the management of Greatland Resources will be the same as the current management of the Company.

§  Listing venues: Greatland Resources is expected be listed on both the ASX and AIM under the "GGP" code from late June 2025; Greatland Gold will continue to trade on AIM until this time.

§  Shares exchange: Subject to shareholder and Court approval of the UK Scheme, Greatland Gold shareholders will receive (directly or indirectly by way of beneficial entitlement) Greatland Resources shares in exchange for their existing shares in the Company.

§  Consolidation: to reflect Greatland'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 Greatland Resources share for every 20 Greatland Gold shares held.  Details of the effect of fractional entitlements will be set out in the UK Scheme circular.

§  Directors' recommendation: The Company's Directors unanimously recommend shareholders to vote in favour of the Reorganisation at the Scheme Meetings, and intend to vote in favour in respect of their own shareholdings, which currently total 46,699,582 shares collectively, representing approximately 0.36% of Greatland Gold shares on issue.

§  Shareholders' voting undertakings: The Company's three largest shareholders have given undertakings to vote the shares they hold at the time of the Scheme Meetings in favour of the Reorganisation at the Scheme Meetings, together currently comprising approximately 35% of shares on issue. Those shareholders are Newmont NOL Pty Ltd (Newmont) (currently the holder of 2,669,182,291 shares), Wyloo Consolidated Investments Pty Ltd (Wyloo) (currently the holder of 1,105,136,117 shares), and Tembo Capital Holdings Guernsey Ltd (currently the holder of 796,770,833 shares).

Key indicative dates

Key indicative dates for the Reorganisation and ASX Listing are as follows.

These dates are indicative only and subject to change.  In particular, but without limitation, certain dates are subject to confirmation by the UK Court.

Other information

Greatland Gold and Greatland Resources have appointed Simmons & Simmons LLP as its English law legal advisor, and King & Wood Mallesons as its Australian law legal advisor, in respect of the Reorganisation, ASX Listing of Greatland Resources and Greatland Resources' admission to AIM.

No decision has been made yet as to whether an offer of shares will be conducted as part of the ASX Listing. The Company is considering the merits of a modest offering of new shares in Greatland Resources to assist in creating interest and a liquid market for its shares on ASX.  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 when those securities are offered. 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.

A lock in and orderly market agreement was entered into between the Company and Newmont dated 4 December 2024 ("Lock In Agreement"), in connection with Greatland Gold's acquisition of 100% ownership of the Telfer gold-copper mine, Havieron gold-copper project and related assets, and the issue of 2,669,182,291 Greatland Gold shares to Newmont as partial consideration for that acquisition, which currently represent 20.41% of shares on issue. Pursuant to the Lock In Agreement, Newmont has agreed to a lock in of 12 months in respect of its shares. It would be open to the Company and Newmont to mutually agree (in their respective absolute discretion) to 'lift' the lock in to an extent, to facilitate a partial sale of shares by Newmont in connection with the ASX Listing.  Newmont 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 completion of the ASX Listing. The Company notes that 50% of the Greatland Gold shares held by Newmont are, in any case, subject to a call option in favour of Wyloo, and therefore, subject to certain exceptions, are not capable of being sold whilst that option applies, without Wyloo's agreement.

Contact

For further information, please contact:

Greatland Gold plc

Shaun Day, Managing Director  |  Rowan Krasnoff, Head of Business Development

[email protected]

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

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

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

About Greatland

Greatland is a 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 in the East Pilbara region of Western Australia.

Greatland is targeting a cross listing on the ASX in June 2025.