UK Scheme of Arrangement becomes Effective and
Admission to ASX and AIM
Completion of UK Scheme of Arrangement
Issue of Shares
PDMR Dealings
Cancellation of Greatland Gold plc to trading on AIM
AIM and ASX Admission of Greatland Resources Limited
Other effects of the Scheme
Further to the announcement of Greatland Gold plc dated 18 June 2025, Greatland Resources Limited (ASX: GGP and AIM:GGP) (Greatland Resources or the Company) is pleased to announce that the reorganisation of Greatland Gold plc (Greatland Gold) and its subsidiaries by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (UK Scheme) pursuant to which Greatland Resources has become the new holding company of the Greatland Gold group, became effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies on 20 June 2025.
Admission of Greatland Resources
Further to the announcement dated 20 June 2025, the Company is pleased to announce that Greatland Resources has been admitted to the Official List of the Australian Securities Exchange (ASX) (ASX Admission) and that the ordinary shares in Greatland Resources (Ordinary Shares) are expected to be quoted on the ASX and commence trading on a normal settlement basis at 1.00 p.m. (Sydney Time) / 4.00 a.m. (London Time) on 24 June 2025.
As announced on 20 June 2025, an application has been made to the London Stock Exchange for 670,618,774 Ordinary Shares in Greatland Resources to be admitted to trading on AIM. Admission of the Ordinary Shares on AIM is expected to take effect at 8.00 a.m. today, 23 June 2025 (AIM Admission).
Issue of Shares and Total Voting Rights
The Ordinary Shares pursuant to the UK Scheme, the Offer and UK Retail Offer (each as defined in the replacement prospectus published by the Company on 30 May 2025 in relation to ASX Admission (Prospectus)), have been issued.
Upon AIM Admission the Company’s issued share capital will comprise 670,618,774 Ordinary Shares each with one voting right per share. There are no shares held in treasury. When calculating the total number voting rights, shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Directors’ Interests
Following the implementation of the UK Scheme and the participation in the Offer by certain directors and persons discharging managerial duties (PDMRs), the interests of the Directors and PDMRs in the Ordinary Shares are as set out below:
|
Name |
Ordinary Shares issued under the UK Scheme |
Amount subscribed under the Offer (AUD) |
Number of Ordinary Shares issued under the Offer |
Total holding in Ordinary Shares following the Offer and the UK Scheme |
Percentage of issued share capital at ASX Admission |
|
|
Directors |
|
|
|
|
|
|
|
Mark Barnaba |
1,478,389 |
Nil |
Nil |
1,478,389 |
0.22% |
|
|
Elizabeth Gaines |
822,385 |
Nil |
Nil |
822,385 |
0.12% |
|
|
Shaun Day |
1,150,933 |
Nil |
Nil |
1,150,933 |
0.17% |
|
|
Alex Borrelli |
1,770,169 |
Nil |
Nil |
1,770,169 |
0.26% |
|
|
Paul Hallam |
599,302 |
$50,000 |
7,576 |
606,878 |
0.09% |
|
|
Clive Latcham |
192,500 |
Nil |
192,500 |
0.03% |
|
|
|
Jimmy Wilson |
599,302 |
$250,000 |
37,879 |
637,181 |
0.10% |
|
|
Yasmin Broughton |
26,488 |
$200,000 |
30,303 |
56,791 |
0.01% |
|
|
PDMR |
|
|
|
|
|
|
|
Monique Connolly |
279,785 |
Nil |
Nil |
279,785 |
0.04% |
|
PDMR forms for the Directors who participated in the Offer are set out below. The above figures do not include the Director’s and PDMR’s interests in options referred to below.
Cancellation of Greatland Gold Listing
Further to the announcement dated 18 June 2025, the ordinary shares of Greatland Gold (Greatland Gold Shares) have now been cancelled from trading on AIM with effect as of 7.00 a.m. today, 23 June 2025.
Other Effects of the UK Scheme
As disclosed in the scheme document sent to shareholders of Greatland Gold on 24 April 2025 (Scheme Document), the Company announces that Greatland Gold has cancelled an aggregate of53,283,873 options and performance share rights over Greatland Gold Shares held by certain Directors and persons discharging managerial responsibility (PDMRs) and a further 104,383,212 options and performance share rights over Greatland Gold Shares held by a number of other employees (together, the Greatland Gold Options), pursuant to Deeds of Cancellation and Covenant entered into between Greatland Gold, Greatland Resources and the respective holders of the Greatland Gold Options, and, following ASX Admission, the holders of the Greatland Gold Options will be invited to participate in the Greatland Resources Limited Legacy Long Term Incentive Plan (Greatland Rollover EIP) and will be issued options and performance share rights (as relevant) in Greatland Resources on substantially similar terms to the Greatland Gold Options (and in accordance with the rules of the Greatland Rollover EIP). A further announcement will be made when such replacement options and performance share rights are issued detailing the number of awards issued by Greatland Resources and the exercise price of such awards. PDMR forms in respect of the cancellation of the Greatland Gold Options are set out below.
As further disclosed in the Scheme Document, pursuant to the warrant cancellation and re-grant deed entered into between Greatland Gold, Greatland Resources and Wyloo Consolidated Investments Pty Ltd (Wyloo), the 352,620,000 warrants on issue in Greatland Gold (Greatland Warrants) immediately prior to the implementation of the Scheme have now been cancelled and Greatland Resources will grant 17,631,000 ‘replacement’ warrants (such number reflecting the 20:1 consolidation ratio under the Scheme) in respect of Ordinary Shares to Wyloo (Replacement Warrants) by the earlier of one business day after ASX Admission or 5 business days after the implementation of the Scheme on terms substantially similar to the terms of the Greatland Warrants. The exercise price of the Replacement Warrants is A$4.1434 per Ordinary Share (being the Australian dollar equivalent of £2.00 per share, determined based on an agreed exchange rate as at the business day prior to the implementation of the Scheme). A further announcement will be made when the Replacement Warrants are issued.
Managing Director, Shaun Day commented:
“We are pleased to have completed the corporate reorganisation successfully, with a new Australian holding company. I would like to thank our existing shareholders for the overwhelming support throughout this process.
I would also like to thank our existing and new shareholders for the successful capital raising and look forward to debuting on the ASX as a leading new Australian gold-copper producer.
Our primary focus is to create value for all shareholders and in addition to continuing to operate Telfer successfully under the 2-Year Outlook whilst considering opportunities for further growth and extension, our next major corporate milestone is to deliver the Havieron Feasibility Study by December quarter CY 2025″.
Contact
For further information, please contact:
Greatland Resources Limited
Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
info@greatland.com.au
