Schedule One - Greatland Resources Limited

RNS Number : 9538J

AIM

23 May 2025

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Greatland Resources Limited ("Greatland Resources" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered and Trading Office:

Greatland Resources Limited

Level 2, 502 Hay Street

Subiaco

Western Australia

6008

Australia

COUNTRY OF INCORPORATION:

Australia with company number 668 338 618

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://greatland.com.au

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) (OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The business described is currently owned by Greatland Gold plc and its subsidiary undertakings and if the Scheme (as defined in the Appendix to this Schedule One announcement) is approved and becomes effective, Greatland Resources will become the ultimate holding company of Greatland Gold plc.

The Business and Principal Activities

The principal activity of the Greatland Group is to operate, develop and explore precious and base metal projects with a focus on the Paterson region of Western Australia. Greatland Group's principal assets are its 100% interest in the operating Telfer gold-copper mine and its 100% interest in Havieron, a high-grade gold-copper deposit, both located in the Paterson Province in Western Australia.

In addition to its wholly owned interests in Havieron and Telfer, the Greatland Group holds a significant portfolio of interests in precious and base metals focused exploration tenements in Western Australia.

Vision and Strategy

The Greatland Group aspires to become a profitable multi-mine resources company by focusing on the responsible and sustainable discovery, development, extraction, processing and sale of precious and base metals.

The Greatland Group's strategy is to renew and develop an integrated Telfer-Havieron mining and processing operation, with the intention of creating a generational gold-copper mining complex. To help achieve this, the Greatland Group is focused on the following:

· Continue to operate Telfer profitably;

· Extend the current Telfer 2-Year Outlook;

· Develop and optimise Havieron through to production; and

· Leverage Telfer infrastructure with a 'hub and spoke' strategy in the Paterson region to supplement Havieron production.

Operations

Telfer

Telfer is an operating gold-copper mine located in the Paterson Province of the East Pilbara region in Western Australia, with the third largest gold-copper processing capacity in Australia.

Telfer is a fly-in fly-out mine with both open pit and underground mining operations, an established workforce and significant infrastructure. Gold and copper are produced by a large processing facility comprising two 10Mtpa capacity trains, totaling 20Mtpa in nominal capacity, that produces Gold doré, copper concentrate, gold middlings high-grade concentrate.

In March 2025, the Greatland Group announced an updated 2024 Group Mineral Resource Statement. Ore from Telfer is currently being mined from the West Dome open pit and the Main Dome underground. In April 2025, the Greatland Group announced an Ore Reserve estimate for Telfer and also announced a Telfer 2-Year Outlook, a Production Target for Telfer production across FY26 and FY27 (for the period from 1 July 2025 to 30 June 2027). The Greatland Group is assessing a number of opportunities to extend this Telfer 2-Year Outlook.

Telfer's strategic positioning in the Paterson region, with existing infrastructure and processing capacity, de-risks, expedites and reduces the cost of completing Havieron's development. As the only operating processing infrastructure in the Paterson region with surplus capacity, Telfer enables a 'hub and spoke' strategy to incorporate accretive regional opportunities.

Havieron

Havieron is a world-class, brownfield, high grade underground, long-life, gold-copper development project located approximately 45km to the east of Telfer in the Paterson province of Western Australia.

The Havieron deposit was discovered by the Greatland Group in 2018. It is one of the largest high-grade gold discoveries in Australia of the last 20 years.

Total development at Havieron now exceeds 3,060m, including over 2,110m of advance in the main access decline. There is approximately 80 vertical metres of development remaining before the decline reaches the base of the Permian cover and top of the Havieron orebody at around 420 vertical metres. Accordingly, over 80% of vertical distance is complete in terms of reaching the top of the Havieron ore body. Underground development is currently paused prior to development through the third and final lower confined aquifer that the decline passes through before reaching the ore body. Recommencement of the underground development is not currently on the overall project development critical path under the mine development plan.

The Greatland Group is currently preparing a Havieron Feasibility Study due to be completed in the December 2025 quarter which will assess a significantly expanded Havieron mining rate, increasing from an initial (post ramp-up) 2.8Mtpa mining rate up to between 4.0 - 4.5Mtpa, by development of an underground crusher and material handling system, with gold production from Havieron expected to begin during FY28.

Further detailed information relating to the Greatland Group's business is set out in the Australian Prospectus published by Greatland Resources on 23 May 2025.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

TBC fully paid ordinary shares of no par value ("Ordinary Shares")

No Ordinary Shares are held in treasury

There are no restrictions on the transfer of Ordinary Shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

An initial public offer of Ordinary Shares is being made by Greatland Resources pursuant to and as set out in the Australian Prospectus, to raise gross proceeds of up to approximately A$50 million (approximately £24.2 million) (Primary Offer).

Up to a further 66,729,557 Ordinary Shares are also offered for sale pursuant to, and as set out in, the Australian Prospectus, representing half of the Ordinary Shares that Newmont NOL Pty Ltd (a subsidiary of Newmont Corporation) will be issued under the Scheme (Secondary Offer).

The Primary Offer and Secondary Offer will be made at the same price and on the same terms, pursuant to and as set out in the Australian Prospectus. The Primary Offer and Secondary Offer are not underwritten.

A separate offer of Ordinary Shares (not made under the Australian Prospectus) will be made to existing Greatland Gold plc shareholders and new investors located in the UK, to raise gross proceeds of up to approximately £6.7 million (approximately A$14 million) (UK Retail Offer). The UK Retail Offer will be conducted through RetailBook. The UK Retail Offer will be a separate offer of Greatland Resources and will be made under a prospectus exemption in the United Kingdom.

The anticipated market capitalisation of Greatland Resources on Admission is expected to be A$3,421 million (£1,653 million), based on the Illustrative Offer Price of A$5.08 per Ordinary Share as outlined in the Prospectus published on 23 May May 2025, and assuming the Primary Offer and UK Retail Offer are fully subscribed.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

21.60%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Application has been made for the admission of the Ordinary Shares to the official list of ASX. Admission to the official list of the ASX is expected to occur on 23 June 2025 and quotation on and dealings in Ordinary Shares is expected to be effective on the ASX on 24 June 2025.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mark Bradley Barnaba (Non-Executive Chairman)

Elizabeth Anne Gaines (Non-Executive Director and Deputy Chair)

Shaun Gregory Day (Managing Director)

James 'Jimmy' John Wilson (Non-Executive Director)

Michael Alexander 'Alex' Borrelli (Non-Executive Director)

Paul Duncan Hallam (Non-Executive Director)

Clive John Latcham (Non-Executive Director)

Yasmin Broughton (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Percentage shareholding prior to admission	Percentage shareholding following admission
Newmont Corporation	20.19	TBC
Wyloo Consolidated Investments Pty Ltd	8.36	TBC
Tembo Capital Holdings Guernsey Ltd	6.03	TBC
Firetrail Investments Pty Limited	4.87	TBC

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Other than as disclosed in the Admission Document dated 10 September 2024, the Supplementary Admission Document dated 3 December 2024 and the Prospectus dated 23 May 2025:

Herbert Smith Freehills

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) 31 December 2024

(iii) Annual Report for the year ending 30 June 2025 - by 31 December 2025

Half Yearly Results for the 6 months ending 31 December 2025 - by 31 March 2026

Annual Report for the year ending 30 June 2026 - by 31 December 2026

EXPECTED ADMISSION DATE:

23 June 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St. John's Lane, London EC1M 4BH

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

n/a

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Corporate Governance Principles and Recommendations (4^th Edition) as published by the ASX Corporate Governance Council.

DATE OF NOTIFICATION:

23 May 2025

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Greatland Resources will be, following the implementation of the Scheme of Arrangement, the new holding company for Greatland Gold plc which has been admitted to trading on AIM since 3 July 2006.

Greatland Resources is expected to be admitted to the official list of the ASX on 23 June 2025 and trading in the Ordinary Shares in Greatland Resources is expected to commence on ASX on 24 June 2025.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

Greatland Gold plc was first listed on AIM on 3 July 2006.

Trading in the Ordinary Shares in Greatland Resources is expected to commence on ASX on 24 June 2025.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://greatland.com.au

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, INTHE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The purpose of introducing Greatland Resources as a new holding company is to facilitate a cross listing on both AIM and the ASX and to target the other benefits set out in the Australian Prospectus published by Greatland Resources on 23 May 2025.

There will be no change in operational strategy as a result of the cross listing.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

On 10 September 2024, Greatland Gold plc published an admission document in relation to the acquisition from certain Newmont Corporation subsidiaries ("Newmont") of their 70% ownership interest in the Havieron gold-copper project ("Havieron"), 100% ownership of the Telfer gold-copper mine ("Telfer"), and other related interests in assets in the Paterson region (the "Acquisition"), to be funded by a fully underwritten institutional placing raising of US$325 million (c. £248.6 million) (the "Institutional Placing") and a retail offer raising of US$8.8 million (c. £6.7 million) (the "Retail Offer"), including commitments of approximately £0.3 million from certain Directors of Greatland Gold plc.

These proposals were approved at a general meeting on 30 September 2024 and on 1 October 2024, new Greatland Gold plc ordinary shares were issued under the Institutional Placing and Retail Offer and admitted to trading, comprising 5,179,010,416 Greatland Gold plc ordinary shares for the Institutional Placing and 140,725,613 Greatland Gold plc ordinary shares for the Retail Offer.

On 4 December 2024, Greatland Gold plc announced that it had completed the Acquisition ("Acquisition Completion") and had paid the upfront cash consideration of approximately US$167.0 million (£130.2 million) (comprising approximately US$155.1 million initial cash consideration and certain estimated purchase price adjustments) and US$167.5 million consideration in the form of 2,669,182,291 Greatland Gold plc ordinary shares issued to Newmont based on the issue price of the Institutional Placing. The fair value of the shares issued at Acquisition Completion was approximately £200.2 million based on the Greatland Gold plc share price on 4 December 2024.

At Acquisition Completion, Greatland also agreed to pay up to a maximum of US$100 million in deferred cash consideration to Newmont on the first five years of Havieron gold production, contingent on certain price hurdles. At Acquisition Completion, Greatland Gold plc repaid debt of approximately US$52.4 million (£41.4 million), being the entire outstanding balance of the former Havieron joint venture loan made available by Newmont, and the loan has been terminated.

On 3 December 2024, Greatland Gold plc executed a facility agreement with a syndicate of banks in respect of a working capital facility (A$75 million) and contingent instrument facility (A$25 million). As at 21 May 2025, the working capital facility remained undrawn and approximately A$8.5 million remained available under the contingent instrument facility.

For the March 2025 Quarter, Greatland Gold plc generated free cash flow of A$253 million and had a A$398 million cash balance at 31 March 2025 (A$145.0 million at 31 December 2024) arising from operations at Telfer.

On 15 April 2025, Greatland Gold plc announced an updated Telfer Ore Reserve and an updated Telfer 2-year Outlook to extend dual-train production through FY27.

On 22 April 2025, Greatland Gold plc announced the surrender of 497,700,000 director and employee share options and pursuant to the proposals set out in that announcement, on 19 May 2025 Greatland Gold plc issued 139,248,894 new ordinary shares.

On 16 October 2024 and 25 April 2025, Greatland Gold plc announced the award of performance rights which had been disclosed in the Admission Document dated 10 September 2024.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The directors of Greatland Resources Limited have no reason to believe that the working capital available to it or its group will be insufficient for at least 12 months from the date of AIM Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

No lock-in arrangements pursuant to Rule 7 of the AIM Rules are to be effected.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Ordinary Shares will not be represented by a physical share certificate, but will be held on the Australian share register in Uncertificated form.

Settlement in relation to trading on AIM will be in the form of Depositary Interests representing Ordinary Shares in Greatland Resources and settled in CREST.

Settlement in relation to trading on ASX will be through CHESS, the paperless settlement system operated by ASX.

Settlement in certificated form will not be possible.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://greatland.com.au

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

See the Appendix to this Schedule One announcement, available at:

https://greatland.com.au

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://greatland.com.au

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

Nil

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END

PAAQXLBLEELXBBV

TIDM	GGP
Share Price	622.63p3.67%

Date	23 May 2025
Time	08:00:00
Category	Capital structure
ID	9538J

TIDM	GGP
Share Price	622.63p3.67%

Date	23 May 2025
Time	08:00:00
Category	Capital structure
ID	9538J

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Schedule One - Greatland Resources Limited