Australian corporate and mining leaders Mark Barnaba, Elizabeth Gaines and James ‘Jimmy’ Wilson agree to join the Board of Greatland to help drive its growth and advancement to a leading gold and copper producer.
Greatland Gold plc (AIM:GGP), is pleased to announce that three of Australia’s most highly credentialled corporate and mining industry leaders have agreed to join the Company’s Board of Directors. The appointments will amplify Greatland’s growth strategy and support the transition of the business to a gold and copper producer through the potential development of the world-class Havieron gold-copper project in the Paterson region of Western Australia.
- Mark Barnaba, eminent natural resources investment banker and Deputy Chair of A$50 billion ASX-listed Fortescue Metals Group Ltd (Fortescue), to join as Non-Executive Chairman
- Elizabeth Gaines, former Fortescue CEO and Managing Director, to join as a Non-Executive Director and Deputy Chair
- James ‘Jimmy’ Wilson, a former senior executive at BHP including the former President of its iron ore division, to join as an Executive Director commencing on 12 September 2022
- Mr Barnaba and Ms Gaines intend to commence in a consulting role with effect from 12 September 2022 prior to joining the Board as Non-Executive Directors on or before 1 January 2023
- The addition of mining industry leaders with substantial corporate and operational experience will assist Greatland to fulfill its ambition to be a world class mining company
- Greatland intends to commence a process to undertake a cross listing on the Australian Securities Exchange (ASX) to increase liquidity and provide additional access to capital
- Co-Investment Options Incentives are intended to be granted to create strong and immediate alignment with shareholders to deliver substantial share price growth, with the option exercise price being set at a 45 per cent premium to the recent equity placement price
- Current Non-Executive Chairman Alex Borrelli will assume a senior Non-Executive Director role as Lead UK Director following the new Board appointments on or before 1 January 2023
The three Directors who have agreed to join the Board of Greatland and their proposed roles (together the New Directors) are as follows:
- Mark Barnaba – Non-Executive Chairman (with effect by 1 January 2023)
- Elizabeth Gaines – Non-Executive Director and Deputy Chair (with effect by 1 January 2023)
- Jimmy Wilson – Executive Director (with effect from 12 September 2022)
Mr Barnaba is a highly experienced investment banker and corporate advisor, having focused predominantly in the natural resources sector. He has served as Deputy Chairman and Lead Independent Director of the world’s fourth largest iron ore producer Fortescue (ASX:FMG) since November 2017 and has been a Director of Fortescue since 2010. He is also a member of the Board of the Reserve Bank of Australia.
Ms Gaines is a highly experienced business leader with extensive international experience as a Chief Executive Officer. She has significant experience in the resources sector and is the former CEO and Managing Director of Fortescue, where she presided over a heralded period of operational delivery and significant growth in shareholder value.
Mr Wilson is a highly experienced mining and natural resources executive with deep operational experience across a range of commodities and jurisdictions. He spent more than 25 years with the world’s biggest mining company BHP and held various senior executive positions including President of the iron ore, energy coal and stainless steel materials divisions.
Full biographies of the New Directors are included in the Appendix.
The appointment of Mr Wilson as an Executive Director adds important additional senior operational executive leadership to Greatland in the lead-up to the completion of the Feasibility Study for Havieron expected in the December quarter 2022 and potential project development. Mr Wilson will be employed on a part time basis for a fixed term of 18 months, prior to moving to a non-executive role.
It is expected that new key appointments to Greatland’s management team will follow as the Company builds further internal capability to support the transition from exploration and studies through to project development and production.
Mr Barnaba and Ms Gaines have agreed to take up Non-Executive roles on the Board on or before 1 January 2023.
Alex Borrelli, Non-Executive Chairman of Greatland Gold, commented: “I am delighted to welcome our proposed new Directors to the Company. They are highly regarded people with significant industry and operational expertise and will strengthen our Board to increase our operational, financial and business development capabilities as we are now entering a transformational period for Greatland and its shareholders.
“In combination with our existing Directors, we will have a world-class Board to act as stewards of Greatland’s interest in the Tier 1 discovery we have made at Havieron.
“The addition of such a high-quality team of successful professionals is a strong validation of the quality of Greatland’s asset, recognition of our strong management team developed under our Managing Director, Shaun Day, and our potential for significant value creation for our shareholders. We look forward to an exciting future with a high degree of anticipation for the Company’s ongoing success.”
Shaun Day, Managing Director of Greatland Gold, commented: “As individuals Mark, Elizabeth and Jimmy each bring an incredibly valuable skillset to Greatland and collectively, they will deliver us one of the strongest Boards in the global mining industry.
“The proposed appointments provide a strong platform to build upon as we seek to advance the world-class Havieron gold deposit into production. Our enhanced Board provides the leadership and talent which is ideally suited to advance and grow Havieron with our partner Newcrest, as well as assessing opportunities to upgrade our asset base to create substantial long-term shareholder value. Our objective is to ultimately build a world-class mining company in all aspects and deliver outstanding returns to our investors.”
Commenting on his proposed appointment as Non-Executive Chair, Mr Barnaba said: “Greatland has the potential to evolve into a significant gold-copper producer through its 30 per cent share in the Havieron project. I look forward to working with the Board and Management team who have done an excellent job in guiding the business into its current position. Knowing the talents of Elizabeth and Jimmy, I am confident they will make important contributions to the future growth of the Company.
“I would also like to congratulate Shaun on everything he and his team have achieved since he became Managing Director of Greatland in February last year. These efforts have culminated in securing a valuation for 5 per cent of Havieron which facilitated maintaining its existing 30 per cent share of the asset, completion of the significant equity raisings and now bringing this team together. He has played a critical role in creating the foundation from which a world-class mining company can be built.”
Commenting on her proposed appointment as Non-Executive Director and Deputy Chair, Ms Gaines said: “Great companies are built by teams of diverse people with a strong vision and commitment to each other. By joining Greatland at this formative stage, we have the opportunity to build a leading gold-copper producer with a proud culture and shared values. I am excited to begin working with the team as we progress the development of Havieron and a secondary listing on the ASX.”
Commenting on his proposed appointment as Executive Director, Mr Wilson said: “Havieron is a world-class gold-copper discovery of great value. Ensuring we deliver the project to its full potential will in turn drive significant shareholder returns. I look forward to working with Newcrest to help achieve this outcome for Greatland shareholders and to play a leading role in finding the next world-class project for the Company.”
In addition, the Board will seek to appoint an additional independent director in due course.
Co-Investment Options and Share Options Incentives
The Company intends to award Co-Investment Options to subscribe for new ordinary shares in the Company to the proposed Non-Executive Directors, Mr Barnaba and Ms Gaines, and to Paul Hallam, an existing Non-Executive Director. The Co-Investment Options are a one-off equity incentive package structured to align the interests of Mr Barnaba, Ms Gaines and Mr Hallam in delivering substantial growth in shareholder value for the benefit of Greatland shareholders.
The Co-Investment Option structure has been designed to create strong and immediate alignment with shareholders to deliver substantial share price growth, with the option exercise price being set at 45 per cent above the recent equity placement price of 8.2 pence completed in late August 2022.
The number of Co-Investment Options intended to be granted to Mr Barnaba, Ms Gaines and Mr Hallam is as follows:
*Calculation based upon issued ordinary shares as of 9 September 2022. The gross proceeds from the exercise of all the above Co-Investment Options is c.£23m.
** With effect on or before 1 January 2023
The Key Terms of the Co-Investment Options are contained in the following table:
In addition, the Company intends to grant to Mr Wilson options to subscribe for 40,000,000 new ordinary shares in the Company under the terms of an employee share scheme on substantially the same terms as the Co-Investment Options. If fully exercised and all the Co-Investment Options were fully exercised, these options would represent 0.83 per cent of the enlarged issued share capital.
The board is expected to meet shortly to consider and, if thought fit, approve the agreements with Mr Barnaba and Ms Gaines, the Co-Investment Options and the option to Mr Wilson. In the case of the Co-Investment Options to Mr Hallam and the grant of options to Mr Wilson as Directors of the Company these will also be subject to the fulfilment of the requirements of AIM Rule 13 as related party transactions. A further announcement will be made when the agreements with Mr Barnaba and Ms Gaines, the Co-Investment Options and the grant of options to Mr Wilson are approved and entered into.
The NOMAD has completed its appointment procedure including due diligence review in respect of the incoming directors as part of the appointment process.
Greatland Gold PLC
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