Bank debt facilities of A$220m committed with a syndicate of leading international banks
Proposed strategic equity investment of up to A$120m in Greatland by Wyloo Metals
Upon completion, Greatland’s 30 per cent share of the Havieron development expected to be fully funded through to production
Greatland Gold plc (AIM:GGP), is pleased to announce the execution of debt and equity agreements to secure up to total of A$340 million in new funding that is expected to enable Greatland to fully fund its 30 per cent share of Havieron into production.
§ Commitment Letter, including Terms Sheet, signed for a A$220m (c.£130m), seven-year term, self-arranged debt syndicate with three leading banks: Australia and New Zealand Banking Group Limited (“ANZ”), HSBC Bank (“HSBC”) and ING Bank (Australia) (“ING”)
§ Strategic equity investment from Wyloo Metals (“Wyloo”), a privately owned metals company with a focus on investing in the responsible development of the next generation of mines
§ Wyloo initial strategic equity subscription of A$60m (c.£35m), which is subject to shareholder approval, and with an additional future potential equity contribution of A$60m, providing a total of A$120m
§ Initial equity subscription priced at 8.2 pence per share (“Wyloo Placement”), being the same price at which equity was raised in the recent placing (announced 24 August 2022) and small premium to the five-day volume weighted average share price (“VWAP”) to 9 September 2022, and resulting in Wyloo becoming Greatland’s largest shareholder with approximately 8.6 per cent of shares on issue
§ Wyloo’s further potential investment is through the issue of warrants to subscribe for additional equity as ordinary shares at an exercise price of 10.0 pence per share (“Wyloo Warrants”) which, if exercised in full, will realise further gross proceeds of approximately £35m. If the Wyloo Warrants are exercised in full, the average price of Wyloo’s investment in Greatland would be just over 9.0 pence per share being a 10.6 per cent premium to the five-day VWAP to 9 September 2022
§ The Wyloo Placement and the Wyloo Warrants are subject to shareholder approval. An extraordinary general meeting is expected to be convened in October 2022. The Directors unanimously recommend that shareholders vote in favour of the approval resolution.
§ Completion of the debt facilities and Wyloo Placement will enable Greatland to be fully funded for its 30 per cent share of the Havieron project development based upon the October 2021 2Mtpa Pre-Feasibility Study; and well positioned to be fully funded in respect of the Feasibility Study targeting an expansion to around 3Mtpa due in the December 2022 quarter
§ Securing the debt facility commitment letter with Tier 1 banking institutions prior to the finalisation of the Feasibility Study reflects the highly bankable nature of the project and the quality of the Havieron asset
§ Highly competitive term debt interest rate at 3.50% p.a. margin plus BBSY benchmark reducing to a margin of 3.25% p.a. post project completion with early repayment flexibility
Shaun Day, Managing Director of Greatland Gold plc, commented: “This is a tremendous announcement for Greatland to have a pathway to being fully funded for its share of the development costs of Havieron. This outcome has been achieved through a combination of equity market support, including today’s execution of strategic investment agreements with Wyloo and with the support from a syndicate of high-quality banks providing a commitment letter in respect of A$220m of debt funding.
“The significant size of each bank’s commitment together with the strategic support from Wyloo highlights the long-term confidence in the Havieron gold-copper project and the strength of this world class asset.
“The selection of ANZ, HSBC and ING as our banking partners reflects their quality as financial institutions, commitment to supporting high-quality asset development and their strong relationship commitment throughout the banking process.
“Following shareholder approval, we look forward to welcoming Wyloo as our strategic partner and largest shareholder to complete the Havieron funding package.
“Completing the debt facilities and Wyloo investment will enable Greatland to be fully funded for its share of costs in developing the Havieron project into first production and potential free cash flow which will provide long-term financial stability and create significant value for Greatland and its shareholders.”
Luca Giacovazzi, CEO of Wyloo Metals, commented: “Havieron is one of the most exciting discoveries in Western Australia’s emerging Paterson Range that continues to grow in scale and quality as the understanding of this tier-one system evolves.
We are proud to be supporting Greatland to develop WA’s next copper-gold mine into a low cost, modern mining operation with very high environmental and social standards.
“We are equally as excited to be supporting the Company’s ongoing exploration of its expansive tenement package, which we think has great potential for further discovery.”
Strategic equity investment by Wyloo Metals
Wyloo has agreed to subscribe for, and the Company has agreed to allot and issue, an initial total of 430,024,390 new fully paid ordinary shares (“Ordinary Shares”) at an issue price of 8.2 pence per Ordinary Share to raise gross proceeds of A$60m (c.£35m) under the terms of a subscription agreement (the “Wyloo Placement”). The issue price represents a small premium to the five-day VWAP to 9 September 2022. The subscription proceeds will be settled in Australian dollars at an exchange rate 0.5877 (AUD:GBP).
The Company will also issue to Wyloo (through its wholly owned subsidiary Wyloo Consolidated Investments Pty Ltd) warrants to subscribe for up to an additional 352,620,000 Ordinary Shares which, if exercised in full, will realise gross proceeds of £35m (c.A$60m). The Warrants have an exercise price of 10.0 pence per Ordinary Share and may be exercised at any time up to the third anniversary of grant. If the Warrants are exercised in full, the average price of Wyloo’s investment on Greatland would be just over 9.0 pence per Ordinary Share being a 10.6 per cent premium to the five-day VWAP to 9 September 2022.
The allotment and issue of the shares in the Wyloo Placement and the Wyloo Warrants are subject to the approval of Greatland shareholders. Accordingly, the Company intends to send a Notice of Meeting in September 2022 to hold an Extraordinary General Meeting in October 2022. A further announcement will be made when the notice of meeting is sent to shareholders.
When completed, the Wyloo Placement will result in Wyloo (through its wholly owned subsidiary Wyloo Consolidated Investments Pty Ltd) becoming Greatland’s largest shareholder with approximately 8.6 per cent of shares on issue. Upon exercise of the Wyloo Warrants in full, Wyloo’s shareholding in Greatland would increase to approximately 14.6 per cent.
Settlement in accordance with the subscription agreement is scheduled to occur upon the admission of the Ordinary Shares comprised in the Wyloo Placement to trading on the AIM market of the London Stock Exchange (“Admission”) following shareholder approval and within five business days of shareholder approval. Subject to shareholder approval, application will be made for Admission and a further announcement will be made on the proposed timing of Admission which is expected to occur on or before 31 October 2022.
Bank debt facility
The self-arranged syndicated bank debt facility was completed following very strong market interest from a number of leading international financial institutions.
With the selection of the final bank group comprising ANZ, HSBC and ING reflecting the calibre of these financial institutions and their strong relationship commitment throughout the banking process.
This financing facility is a key component of Greatland’s funding strategy to maximise available debt funding with banks before the Feasibility Study and repay the Newcrest facility to maximise shareholder value. Key terms of the proposed facility are:
§ The A$220m secured debt facilities comprise:
§ Facility A: A$200m seven-year amortising Term Debt Facility
§ Facility B: A$20m five-year Revolving Credit Facility
§ Interest will be charged at benchmark (Australian BBSY) plus Margin of:
§ Facility A: 3.50% p.a. reducing to 3.25% p.a. post project completion
§ Facility B: 4.50% p.a.
§ Amortisation of Facility A will only commence 12 months post project completion, but no later than 21 December 2025, including a bullet repayment of A$40m due at the maturity of Facility A
§ Proceeds from the first drawdown are expected to repay the existing Newcrest Loan Agreement. This will provide a substantial cost saving by reducing interest from benchmark plus 8.00% down to benchmark plus 3.50%
§ Use of funds includes:
§ to refinance the US$50m Newcrest Loan Agreement in full
§ fund called sums with respect to the Havieron Project
§ other costs and expenses not included as called sums and costs in connection with the Havieron project or Joint Venture including taxes
§ Greatland corporate costs and other expenses
§ Repayment of Facility A may be accelerated by the operation of a 50 per cent cash sweep in circumstances where the Company generates excess free cash flow
§ The facility limit includes minimum pricing requirements for the mandatory hedging, which is a total of 121koz of gold within the first four years of production. No hedging of copper production is presently intended
§ The facility provides for a standard project financing security package which includes a parent guarantee from Greatland Gold Plc until project completion
§ Costs, fees and expenses are payable by the Company in connection with the debt facilities
The debt funding requires a total equity contribution of £60m as a pre-condition to full draw down. The August 2022 equity raising together with the Wyloo Placement announced today, fully satisfies the equity requirement of the proposed financing.
Whilst the Company and the Banks have entered the Commitment Letter, financial close of the proposed facility and draw down is also subject to customary project financing conditions including completion of reporting requirements, Feasibility Study criteria and agreeing final documentation.
Greatland Gold PLC
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