NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED ("RETAILBOOK") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GREATLAND RESOURCES LIMITED.

2 June 2025

GREATLAND RESOURCES LIMITED

("Greatland Resources" or the "Company")

RetailBook Offer

·      Greatland Resources Limited announces a conditional retail offer of new Ordinary Shares via RetailBook;

·      The issue price for the new Ordinary Shares will be determined at the close of the bookbuilding process;

·      Investors can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;

·      Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");

·      The RetailBook Offer is available to both existing shareholders of Greatland Gold plc and new investors in the United Kingdom;

·      In the event of oversubscription, the Company will endeavour to prioritise allocations to existing shareholders of Greatland Gold plc

·      There is a minimum subscription of £250 per investor in the RetailBook Offer;

·      No commission will be charged by RetailBook on applications to the RetailBook Offer.

Background to Greatland Resources

Greatland Gold plc (AIM:GGP) is an AIM listed gold-copper mining company operating its business from Western Australia which has announced it is undertaking a corporate reorganisation which will result in it and its subsidiary undertakings (the "Group") sitting under Greatland Resources Limited, an Australian incorporated holding company.  The reorganisation will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). An effective share consolidation will occur as part of the Scheme, with Greatland Gold plc shareholders to receive one ordinary share in the capital of Greatland Resources ("Ordinary Share") for every twenty Greatland Gold plc shares held. Greatland Resources will be the entity that is proposed to be listed on the Australian Securities Exchange ("ASX") and whose shares will also be admitted to trading on AIM.

Subject to certain conditions including receiving certain regulatory approvals and the Scheme being approved by the Court, Ordinary Shares are currently expected to be admitted to trading on AIM on 
23 June 2025, and then quoted and begin trading on the ASX from 24 June 2025.

As part of the ASX listing, Greatland Resources is also conducting an offering of new Ordinary Shares to raise gross proceeds for Greatland Resources of up to AUD50m (the "Australian Primary Offer"), and up to 66,729,557 Ordinary Shares will also be offered for sale, representing half of the Ordinary Shares that Newmont NOL Pty Ltd (a subsidiary of Newmont Corporation) ("Newmont") will be issued under the Scheme (the "Australian Secondary Offer", which together with the Australian Primary Offer, the "Australian Offering"). The Australian Secondary Offer is made by Bright SaleCo Limited ("SaleCo"), a special purpose vehicle incorporated to enable the potential Secondary Offer.  No general offering is being made to the public in Australia.  The Australian Offering is being made to (i) institutional investors in Australia, New Zealand and certain other eligible jurisdictions; and (ii) to Australian resident retail clients of participating brokers.

The ASX listing is intended to:  

·      enhance the Company's capital markets profile as the ASX is a natural listing venue for the Company as a mining, development and exploration company with assets located in Australia;

·      facilitate increased equity research and institutional ownership to support greater liquidity and interest in Ordinary Shares;

·      provide access to additional deep pools of capital to support longer term growth; and

·      create greater flexibility to pursue the Company's growth strategy, in particular through asset and corporate investments and transactions.

The RetailBook Offer

Greatland Resources is pleased to announce a conditional retail offer of new Ordinary Shares via RetailBook (the "RetailBook Offer").  For the avoidance of doubt, the RetailBook Offer is not part of the Australian Offering.

The issue price of the new Ordinary Shares to be issued pursuant to the RetailBook Offer will be determined following the close of the bookbuilding process for the Australian Offering and will be priced in GBP by converting the final offer price for Ordinary Shares to be issued pursuant to the Australian Offering (which will be priced in Australian dollars) from Australian dollars to pounds sterling at the prevailing exchange rate at the time of the pricing of the Australian Offering ("Issue Price"). The market price of twenty shares in Greatland Gold plc may be less or more than the Issue Price.

The RetailBook Offer is conditional on the new Ordinary Shares to be issued pursuant to the RetailBook Offer and the Australian Offering being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8:00 a.m. (London time) on 23 June 2025. Completion of the RetailBook Offer and Australian Offering are subject to the implementation of the Scheme and ASX confirming conditional admission to the official list of the ASX (subject only to customary conditions that are acceptable to the Joint Lead Managers to the Australian Offering in accordance with their agreement with the Company). If these conditions are not satisfied, then neither the RetailBook Offer nor Australian Offering will proceed.

The RetailBook Offer will not be completed without the Australian Offering also being completed.

The Company will use the gross proceeds of the RetailBook Offer for general working capital purposes. The Company is not entitled to any of the proceeds of the Australian Secondary Offer which is a sale of Ordinary Shares by Bright SaleCo Limited.

Reason for the RetailBook Offer

Greatland Gold plc values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail investors in the United Kingdom, the opportunity to participate in the RetailBook Offer.

The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The RetailBook Offer is expected to close at 5:30 p.m. on 16 June 2025 and may close earlier at the discretion of the Company or if it is oversubscribed.

Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

The RetailBook Offer is only being made outside of the United States in "offshore transactions" as defined in, and pursuant to, Regulation S under the United States Securities Act of 1933, as amended (the "US Securities Act").

Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.

The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares and the Ordinary Shares being issued pursuant to the Greatland Australian Offering, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact [email protected]. Retail investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/get-started. 

Eligibility for the RetailBook Offer

The RetailBook Offer is available to new and existing shareholders of Greatland Gold plc in the United Kingdom. To be eligible to participate in the RetailBook Offer, applicants must be a customer of a participating partner.

Eligible investors wishing to subscribe for new Ordinary Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.

Some partners may only accept applications from existing shareholders of Greatland Gold plc and/or existing customers.

There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the RetailBook Offer.

The Company reserves the right to scale back any order under the RetailBook Offer at its discretion. The Company reserves the right to reject any application for subscription under the RetailBook Offer without giving any reason for such rejection. If the RetailBook Offer is oversubscribed, the Company will endeavour to give allocation preference to existing shareholders of Greatland Gold plc, to the extent reasonably practicable.

Investors should also note that the RetailBook Offer will be open alongside a live share price for the Greatland Gold plc shares on AIM and the market price on AIM of twenty of those shares may be less or more than the Issue Price.

It is a term of the RetailBook Offer that the aggregate value of the shares available for subscription at the Issue Price pursuant to the RetailBook Offer does not exceed EUR 8 million equivalent.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Enquiries

Further information on the Company can be found on its website at https://greatland.com.au

Important Notices

This announcement has been prepared by, and is the sole responsibility of, the Company.

It is a term of the RetailBook Offer that the total value of the new Ordinary Shares available for subscription at the Issue Price under (i) the RetailBook Offer; and (ii) any other offer to the public in the United Kingdom falling within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of €8 million. The RetailBook Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The RetailBook Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the RetailBook Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company or Greatland Gold plc prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and assimilated MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

It is important to note that while the prospectus prepared by the Company dated 30 May 2025 contains information relating to the Company, the ASX listing and the Australian Offering (including various risk factors), it was prepared by the Company solely in connection with the ASX listing and the Australian Offering, it was not prepared in connection with the UK Retail Offer and does not form part of the UK Retail Offer materials.  The Joint Lead Managers to the Australian Offering are not acting for the Company with respect to the RetailBook Offer.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The new Ordinary Shares have not been and will not be registered under the US 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. No public offering of the new Ordinary Shares is being made in the United States. The new Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 994238).

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and RetailBook expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange plc or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company or Greatland Gold plc.

Neither the content of the Company's website, Greatland Gold plc's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website, Greatland Gold plc's website (or any other website) is incorporated into or forms part of this announcement. The new Ordinary Shares to be issued or sold pursuant to the RetailBook Offer will not be admitted to trading on any stock exchange other than the Australian Stock Exchange and AIM.

No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that such new Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the RetailBook Offer or the Australian Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

END