Greatland Gold PLC (AIM:GGP) 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 partners@retailbook.com. 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.

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