Greatland Gold plc (AIM: GGP)

E: [email protected]

W: www.greatland.com.au

: twitter.com/greatlandgold

NEWS RELEASE | 23 May 2025

Greatland Gold plc (AIM:GGP) (Greatland Gold or the Company) is pleased to announce that Greatland Resources Limited (Greatland Resources) has today lodged its prospectus (Prospectus) with the Australian Securities & Investments Commission (ASIC) and the Australian Securities Exchange (ASX) in respect of the proposed listing of Greatland Resources on the ASX (ASX Listing) and the Offer of Greatland Resources Shares (see further detail below), as the Group pursues a cross-listing on the ASX and AIM.

Lodgement of Greatland Resources' prospectus today follows approval by Greatland Gold shareholders on 12 May 2025 of the scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme) proposed to be made between Greatland Gold and the holders of the ordinary shares on issue in Greatland Gold at the Scheme Record Time (as defined in the scheme document dated 24 April 2025 (Scheme Document)) (Scheme Shareholders). 

Greatland Resources has also published today the Schedule 1 and Appendix in connection with its application for the admission of the Greatland Resources Shares to trading on AIM (AIM Admission).  Both the Prospectus and the Schedule 1 and Appendix are available on the Company's website at http://www.greatland.com.au.

Subject to the Scheme being sanctioned by the Court and other conditions to the implementation of the Scheme being satisfied, upon implementation of the Scheme which is expected to occur on 20 June 2025, Scheme Shareholders will be issued one ordinary share in Greatland Resources (Greatland Resources Share) for every 20 Greatland Gold shares that they hold. The AIM Admission of Greatland Resources Shares is expected to occur on 23 June 2025 and the expected quotation of Greatland Resources Shares on the ASX is expected to occur on 24 June 2025.

Offer of Greatland Resources Shares under the ASX Listing

An initial public offer of Greatland Resources Shares is being made by Greatland Resources pursuant to and as set out in the 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 Greatland Resources Shares are also offered for sale pursuant to, and as set out in, the Prospectus, representing half of the Greatland Resources Shares that Newmont NOL Pty Ltd (a subsidiary of Newmont Corporation) (Newmont) will be issued under the Scheme (Secondary Offer). The Secondary Offer is made by Bright SaleCo Limited (SaleCo), a special purpose vehicle incorporated to enable the potential Secondary Offer.

The Primary Offer and Secondary Offer will be made at the same price (Offer Price) and on the same terms, pursuant to and as set out in the Prospectus, and together they are referred to as the Offer in this announcement. The Offer is not underwritten.

The Offer is being made to (i) institutional investors in Australia, New Zealand and certain other eligible jurisdictions (the Institutional Offer); and (ii) to Australian resident retail clients of participating brokers (the Broker Firm Offer).

The Offer Price has not been determined yet and will only be determined at the conclusion of the Institutional Offer bookbuild which is expected to occur from 16 June 2025 to 17 June 2025.

The number of Greatland Resources Shares to be issued pursuant to the Primary Offer will depend on the Offer Price. The determination of the number of Greatland Resources Shares that are sold pursuant to the Secondary Offer (if any) will be made by SaleCo, having regard to Offer demand and expected pricing.

Further information about the Offer is contained in the Prospectus. 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.

Appointments & Offer Management Agreement and Related Party Transaction

In respect of the ASX Listing and the Offer, the Company and Greatland Resources have appointed:

§ Merrill Lynch Equities (Australia) Limited (BofA Securities), Barrenjoey Markets Pty Limited (Barrenjoey) and Canaccord Genuity (Australia) Limited (Canaccord) as Joint Lead Managers (together, the Joint Lead Managers); and

§ Sternship Advisers Pty Ltd (Sternship) and Argonaut Securities Pty Limited (Argonaut) as Co-Managers.

The Company has also entered into an offer management agreement with Greatland Resources, SaleCo, BofA Securities, Barrenjoey and Canaccord (the Offer Management Agreement) on normal market terms, pursuant to which the Joint Lead Managers will arrange and manage the Offer and provide settlement support for the Institutional Offer and Broker Firm Offer. The Joint Lead Managers have not agreed to underwrite the Offer and do not guarantee that the Offer will be successful.

As the directors of the Company are all also directors of one or both of Greatland Resources and SaleCo. the entry into of the Offer Management Agreement constitutes a related party transaction under rule 13 of the AIM Rules.  As there are no independent directors for this transaction, SPARK Advisory Partners Limited, acting in its capacity as the Company's nominated adviser, confirms that it considers the terms of the Offer Management Agreement are fair and reasonable insofar as the Company's Shareholders are concerned.

UK Retail Offer

A separate offer of Greatland Resources Shares (not made under the Prospectus) will be made to existing Greatland Gold 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 Joint Lead Managers are not acting for the Company or Greatland Resources with respect to the UK Retail Offer.

The Greatland Resources Shares subscribed for by such investors will be admitted to trading on AIM at the same time as the other Greatland Resources Shares are admitted to trading on AIM, currently expected to be 23 June 2025.

The UK Retail Offer is expected to open on 2 June 2025 and close on 17 June 2025.  Further details of the UK Retail Offer and how investors located in the UK may participate will be announced separately by the Company. 

Expected Timetable of Principal Events

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 12 May 2025 and is also set out below. Any updates to the expected timetable will be announced through RNS.

For context, additional principal events in respect of the Greatland Resources ASX Listing and Offer have also been included in the timetable below.

The times and dates set out in the timetable below are based on the Company's current expectations and are subject to change. If the scheduled date of the Court Hearing is changed, the Company will give adequate notice of the change by issuing an announcement through RNS 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.

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

Contact

For further information, please contact:

Greatland Gold plc

Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
[email protected].au 

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.

Except as required by law, and only to the extent so required, none of Greatland Gold or its related bodies corporate or affiliates, or any of each of their securityholders, directors, officers, employees, partners, consultants, contractors, agents or advisers (together, the Beneficiaries) or BofA Securities, Barrenjoey or Canaccord as financial advisers (Financial Advisers) or their respective Beneficiaries nor any other person, warrants or guarantees the future performance of Greatland Gold or any return on any investment made pursuant to this announcement. The Financial Advisers have not authorised, permitted or caused the issue, lodgment, dispatch or provision of this announcement and do not make or purport to make any statement in it and there is no statement in this announcement which is based on any statement by a Financial Adviser. The Financial Advisers and their respective Beneficiaries, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representation regarding, and take no responsibility for, any part of this announcement and make no representation or warranty (express or implied) as to the currency, accuracy, reliability, reasonableness or completeness of this announcement.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, or into or within the United States or any other jurisdiction where, or to any other person to whom, to do so might constitute a violation or breach of any applicable law or regulation.

The Offer has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. The Offer is being offered and sold only in "offshore transactions" as defined in, and in reliance on, Regulation S under the Securities Act. There will be no public offer of Greatland Resources Shares in the United States.