Greatland Gold plc (AIM: GGP), is pleased to advise that further to its announcement on 11 April 2025 providing an update on its ASX listing process, the UK Court has by Order on 23 April 2025 given permission for a meeting (Court Meeting) to be convened.
Greatland Gold: A New Era Begins with ASX Listing, New Leadership, and Strategic Clarity
The purpose of the Court Meeting is to consider and, if thought fit, approve a scheme of arrangement (Scheme) proposed to be made between Greatland Gold and the holders of the ordinary shares in Greatland Gold in issue at the Scheme Record Time (as defined below) (Scheme Shares). The Scheme will effect the proposed corporate reorganisation that would result in Greatland Gold and its subsidiaries sitting under a new Australian-incorporated parent company, Greatland Resources Limited (Greatland Resources).
The Company has today published a scheme document (Scheme Document) which is being posted to Greatland Gold shareholders today and which is now available on the Company’s website https://greatlandgold.com/investors/agm-egm/. The Scheme Document includes full details of the Scheme, together with an explanatory statement and the notices convening the Court Meeting and a general meeting of the Company (General Meeting) (Proposals). The Scheme Document also contains the expected timetable for the Scheme, which is also set out in the Appendix to this announcement and specifies the necessary action to be taken by Greatland Gold shareholders.
The Court Meeting will be held at the offices of Simmons & Simmons LLP, Citypoint, 1 Ropemaker Street, London, EC2Y 9SS at 9:30 a.m. on 12 May 2025 (BST) at which place and time all the holders of ordinary shares in Greatland Gold (GGP Shares) in issue at the date of the Scheme and remaining in issue at the Scheme Voting Record Time (being 6.00p.m on 8 May 2025 or if the Court Meeting is adjourned, 6.00 p.m. on the date which is two working days before the date of the adjourned meeting, excluding any that is not a business day) are requested to attend.
The General Meeting has been convened to consider, and if thought fit, approve the adoption of amended articles of association and certain matters incidental to the Scheme and will be held at the offices of Simmons & Simmons LLP, Citypoint, 1 Ropemaker Street, London, EC2Y 9SS at 9:45 a.m. on 12 May 2025. Voting on these resolutions will be by way of a poll.
Greatland Gold Managing Director, Shaun Day, commented:
“We are pleased that another important step towards our corporate reorganisation to support
our ASX listing has been completed today, with the Court giving permission to convene the shareholder meeting that is required to approve the Scheme and the publication of the Scheme Document”.
“The Directors have unanimously recommended approval of the Scheme and have also confirmed they intend to vote the GGP Shares that they hold in favour of the Scheme. Greatland Gold’s three largest shareholders who collectively account for c.35% of GGP Shares on issue have given undertakings to vote the shares that they hold at the relevant time in favour of all the resolutions at the Scheme Meeting and General Meeting, which is validation of Greatland’s strategic direction. I would encourage every shareholder to vote in favour of the Scheme at the Court Meeting and the resolutions proposed at the General Meeting, and to appoint a proxy if they are unable to attend the meetings in person.”
“Listing on the ASX, the world’s premier stock exchange for metals and mining companies should enhance our capital markets profile, 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.”
Background to the Proposals
The Company’s intention to seek an ASX listing has been a long-standing corporate objective and was described in the Company’s Admission Document published on 10 September 2024. In parallel with pursuing an ASX listing, a corporate reorganisation is intended to be undertaken which would result in the Company and its subsidiary undertakings (the Group) sitting under a new Australian incorporated holding company, to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006. Greatland Resources has been incorporated to become (upon the Scheme becoming effective) the new Australian holding company of the Group for this purpose and will be the entity that is proposed to be listed on ASX and whose shares will be admitted to trading on AIM.
The Group has made significant progress towards its ASX listing. Subject to certain conditions including receiving certain regulatory approvals and the Scheme being approved by the holders of Scheme Shares (Scheme Shareholders) and the Court, shares of Greatland Resources (GRL Shares) are currently expected to be admitted to the official list of the ASX and to trading on AIM on 23 June 2025, and then quoted on the ASX from 24 June 2025.
There will be no direct impact on the Group’s operations caused by the Scheme, 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. The board of directors of the Company and the board of directors of Greatland Resources are the same. It is also intended that on and from the date on which the Scheme becomes effective in accordance with its terms (Scheme Effective Date) the management of Greatland Resources will be the same as the current management of the Company.
As part of the ASX listing, the Group may conduct a modest fundraising to assist in creating interest and a liquid market for GRL Shares on ASX, which may help to facilitate Australian index inclusion of Greatland Resources. No decision has been made yet as to whether an offer of shares will be conducted as part of the ASX listing. 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 if an offer is made. 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.
Separately, under the Lock In and Orderly Market Agreement between the Company and Newmont NOL Pty Ltd (Newmont NOL) dated 4 December 2024 which was entered into in connection with the Group’s acquisition of Telfer, a 70% in Havieron and related assets in the Paterson Province (Acquisition), Newmont NOL agreed to a lock in of 12 months in respect of the GGP Shares which it was issued as part of the consideration for the Acquisition (representing approximately 20.41% of the issued share capital of the Company). One of the carve outs from this lock in comprises any sales made through the Company’s broker pursuant to or in connection with the proposed ASX listing, subject to agreement in writing by both parties. Newmont NOL 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 admission of Greatland Resources to the official list of ASX. The Company notes that 50% of the GGP Shares held by Newmont NOL are, in any case, subject to a call option in favour of Wyloo Consolidated Investments Pty Ltd (Wyloo) and therefore, subject to certain exceptions, are not capable of being sold whilst that option applies, without Wyloo’s agreement.
Reasons For the Proposals
The Board believes that the Proposals, which provide for the introduction of Greatland Resources as the new holding company of the Group, whose shares will be admitted to trading on both AIM and ASX, and which will be effected by way of the Scheme, is the most effective and appropriate way to structure the Group.
The Group’s principal assets are its 100% interest in the operating Telfer gold-copper mine and its 100% interest in the world-class brownfield Havieron high-grade gold-copper deposit, both located in the Paterson Province in Western Australia. In addition to Havieron and Telfer, the Group has an interest in a significant portfolio of precious and base metals focused exploration tenements in Western Australia.
The Scheme is being undertaken in order to introduce Greatland Resources as the holding company of the Group, after which it is intended that the GRL Shares will be admitted to trading on AIM and ASX. The Company expects that the resulting Group structure will deliver the following benefits:
· better alignment of the Group’s corporate structure with its assets and operations given all of the Group’s assets and employees are located in Australia;
· reduced costs and complexity associated with the Group owning assets and conducting operations in Australia;
· greater flexibility to pursue new investment and acquisition opportunities; and
· potential for increased institutional ownership of the Group, as certain institutional investors may be more attracted to invest in Greatland Resources as an Australian incorporated, ASX and AIM cross-listed, company.
If the Scheme is approved and implemented, Greatland Resources is expected to be admitted to the official list of the ASX, which is expected to:
· enhance the 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;
· facilitate 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; and
· provide the Group with access to additional deep pools of capital to support longer term growth, and greater flexibility to pursue asset and corporate transactions.
Effects Of The Scheme
To reflect the Group’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 GRL Share for every 20 GGP Shares held. Details of the effect of fractional entitlements are set out in the Scheme Document.
If approved, the effects of the Scheme upon its implementation will be that all of the GGP Shares will be transferred from Scheme Shareholders to Greatland Resources, and in exchange:
· each Scheme Shareholder who holds their GGP Shares in Certificated form with a registered address in a Permitted Jurisdiction (as defined in the Scheme Document) will be issued with one GRL Share for every twenty GGP Shares held at the close of business on the business day immediately prior to the Scheme Effective Date, being the time at which entitlement to GRL Shares under the Scheme is determined (the Scheme Record Time), which will be held in the form of Depositary Interests held in the CSN Facility account held by Computershare Investor Services PLC (Computershare UK), as further detailed in paragraph 7 of Part II of the Scheme Document;
· each Scheme Shareholder who holds their GGP Shares in Certificated form with a registered address outside a Permitted Jurisdiction will be issued on the Australian share register with one GRL Share for every twenty GGP Shares held at the Scheme Record Time, and will be issued with holding statements in respect of such shares (with the exception of the holder of the one GRL Share in issue prior to the Scheme Effective Date (Greatland Resources Subscriber Share), who will be issued one less GRL Share as a result of their ownership of the Greatland Resources Subscriber Share before the Scheme Effective Date); and
· each Scheme Shareholder who holds their GGP Shares in Uncertificated form through CREST will be issued with one GRL Share for every twenty GGP Shares held at the Scheme Record Time, which will be held in the form of Depositary Interests, as further detailed in paragraph 6 of Part II of the Scheme Document; and
· accordingly, the Company will become a wholly-owned subsidiary of Greatland Resources which will become the new holding company of the Group.
Following the Scheme Effective Date, any future issues of GRL Shares, including any fundraise conducted in conjunction with the ASX listing, shall be by Greatland Resources as determined by its board of directors, in accordance with the Greatland Resources constitution and applicable laws.
It is intended that save in respect of the certain options as announced on 22 April 2025, the rights of all option holders and warrant holders of Greatland Gold will be exchanged for equivalent rights over GRL Shares following the Scheme Effective Date pursuant to deeds entered into with each holder.
The Scheme Document sets out further information on the rights attaching to the GRL Shares and a comparison of the Australian and English company rules. The Scheme Document also provides a general overview of taxation effects of the Scheme.
The City Code on Takeovers and Mergers (UK Takeover Code) applies to offers for the Company. The UK Takeover Code is issued and administered by the Takeover Panel. Greatland Resources is incorporated in Australia and has its registered office in Australia. In the event that the Scheme is approved by Scheme Shareholders at the Court Meeting and the Scheme becomes effective, the UK Takeover Code will then cease to apply to the Group and shareholders in Greatland Resources will no longer be afforded the protections provided by the UK Takeover Code, including the requirement for a mandatory cash offer to be made if either:
(a) a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or
(b) a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.
Further details regarding the UK Takeover Code and the rights that Greatland Gold shareholders will be giving up if the Scheme is implemented are set out in the Scheme Document.
Conditions To Implementation Of The Scheme
The implementation of the Scheme is conditional upon:
· the approval of the Scheme by a majority in number, and at least 75 per cent. in value of the Scheme Shares held by Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);
· the passing of the resolutions set out in the notice of the General Meeting to approve the Scheme and various matters in connection with the Scheme which include: (A) changes to the Company’s articles of association (as further detailed in paragraph 4.1(c) of Part II of the Scheme Document); and (B) giving the directors of the Company the necessary powers and authorities to implement the Scheme;
· the Company having made an application for the GRL Shares to be admitted to trading on AIM and not having been notified prior to the Scheme Effective Date that admission of the GRL Shares to AIM would not take effect;
· ASX’s approval of the Company’s listing application (subject only to conditions acceptable to the Company);
· Newmont NOL receiving a statement of no objection from the Treasurer of Australia (or the Treasurer’s delegate) to the acquisition of GRL Shares by Newmont NOL under the Scheme for the purposes of the Australian Foreign Acquisitions and Takeovers Act either without conditions or with conditions acceptable to Newmont NOL, or having been notified of that acquisition under the Australian Foreign Acquisitions and Takeovers Act, the Treasurer of Australia has ceased to be empowered to make any orders under Part 3 of the Australian Foreign Acquisitions and Takeovers Act because the applicable time limit on making orders and decisions in respect of that acquisition has expired;
· the sanction of the Scheme by the Court at the Court Hearing; and
· a copy of the order of the Court sanctioning the Scheme having been delivered to the Registrar of Companies for registration,
(together, Conditions).
The directors of the Company will not take the necessary steps to implement the Scheme unless the Conditions have been satisfied (or waived to the extent permitted by law) and, at the relevant time, they consider that it continues to be in Greatland Gold’s best interests and that of the Greatland Gold shareholders that the Scheme should be implemented.
If the Scheme is sanctioned by the Court and the other conditions to the Scheme are satisfied (or waived so far as is legally permissible), the Scheme is expected to become effective on 20 June 2025 and dealings in GRL Shares to be issued pursuant to the Scheme are expected to commence, on AIM at 8.00 am (London time) on 23 June 2025 and on ASX on 24 June 2025.
If the Scheme has not become effective by 11:59 p.m. on 31 December 2025 (or such later date as Greatland Gold and Greatland Resources agree and the Court allows) (the Long Stop Date), it will lapse, in which event the Scheme will not proceed, there will not be a new holding company of the Group, the Scheme Shareholders will remain shareholders of Greatland Gold, GGP Shares will continue to be admitted to trading on AIM and the GRL Shares will not be admitted to trading on ASX and AIM.
Action To Be Taken
The Scheme is conditional upon the matters which are set out in full in paragraph 5 of Part II of the Scheme Document, and include approval by the Scheme Shareholders of the Scheme at the Court Meeting and of the resolutions at the General Meeting.
In order that the Court can be satisfied that the votes cast fairly represent the views of Scheme Shareholders, it is important that as many votes as possible are cast at the Court Meeting by Scheme Shareholders who are listed on the register of members. If you hold your GGP Shares through a nominee, the nominee who is listed on the register of members of the Company will be entitled to vote. Scheme Shareholders, as are listed on the register of members, are therefore urged to either appoint the Chair of the Court Meeting or another person as a proxy or to attend the Court Meeting in person, further details of which are set out in Part IX of the Scheme Document.
UNDERTAKINGS
The Company’s three largest shareholders have given undertakings to vote the shares they hold at the time of the Court Meeting and the General Meeting (the Scheme Meetings) in favour of all resolutions at the Scheme Meetings, together currently comprising approximately 35% of GGP Shares on issue. Those shareholders are Newmont NOL (currently the holder of 2,669,182,291 shares), Wyloo (currently the holder of 1,105,136,117 shares), and Tembo Capital Holdings Guernsey Ltd (Tembo Capital) (currently the holder of 796,770,833 shares).
Tembo Capital has entered into a deed of irrevocable undertaking (the Tembo Undertaking) in connection with Tembo Capital’s support of the Scheme. Pursuant to the Tembo Undertaking, Tembo Capital has agreed to vote any GGP Shares held by it in favour of all resolutions to approve the Scheme. The parties have also entered into a deed of termination to terminate the relationship agreement that was previously entered into by the Company and Tembo Capital on 10 September 2024.
The Company and Wyloo have entered into a deed of irrevocable undertaking and undertakings deed (Wyloo Undertaking) in connection with Wyloo’s support of the Scheme. Under the Wyloo Undertaking, Wyloo has irrevocably undertaken to vote any GGP Shares held by it at that time in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the General Meeting. The Wyloo Undertaking is conditional upon there being no change to the Scheme Document which is material for Wyloo, and the Court and General Meeting being held by 1 August 2025 (or such other date as the parties agree). The Company has also given certain undertakings about how it will exercise its consent under the Lock-In and Orderly Market Deed with Newmont NOL in respect of shares over which Wyloo has an option under the Wyloo Call Option Deed between Newmont NOL and Wyloo.
Recommendation
The Board has considered the Proposals and strongly believes the Proposals and their terms to be in the best interests of the Company and the Greatland Gold shareholders as a whole. Accordingly, the Board unanimously recommends the Scheme Shareholders to, or instruct their nominees or proxies to, vote in favour of the Scheme at the Court Meeting and of the resolutions at the General Meeting, as the directors intend to do in respect of their own shareholdings totalling 46,699,582 Scheme Shares (representing approximately 0.36 per cent. of the issued ordinary share capital of the Company).
Contact
For further information, please contact:
Greatland Gold plc
Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
info@greatlandgold.com
