THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICIATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ANY SECURITIES WHERE SUCH OFFER WOULD BREACH ANY APPLICABLE LAW OR REGULATION. IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF,
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 11 September 2024
Successful Placing of
Greatland Gold plc (AIM:GGP) (Greatland or the Company) is pleased to announce that, further to its earlier announcement at 4:45 p.m. on 10 September 2024 (the Placing Announcement), it has conditionally placed 5,179,010,416 new ordinary shares (Placing Shares) at
As set out in the Placing Announcement, Greatland has entered into a binding agreement with certain Newmont Corporation subsidiaries (Newmont) to acquire, subject to certain conditions being satisfied, a 70% ownership interest in the Havieron gold-copper project (Havieron) (consolidating Greatland's ownership of Havieron to 100%), 100% ownership of the Telfer gold-copper mine (Telfer), and other related interests in assets in the
The proceeds of the Placing will be used to finance the
Retail Offer
As announced at 4:49 pm on 10 September 2024 the Company has also made a conditional offer for subscription of new ordinary shares of
Commenting on the Placing, Greatland's Managing Director, Shaun Day, said:
"We are delighted to have successfully closed the Placing, which was strongly supported and oversubscribed. The Placing proceeds will fully fund the cash consideration for the Acquisition of 100% ownership of Havieron and Telfer, to make Greatland a material producer of gold and copper.
"I would like to extend a warm welcome to all investors who have participated in the Placing, both existing and new shareholders of Greatland. We appreciate the support and look forward to the compelling opportunity that the Acquisition affords us to create value for all Greatland shareholders."
Further details of the Placing
The Acquisition constitutes a "reverse takeover" under the AIM rules for companies published by London Stock Exchange plc (the AIM Rules for Companies), and is therefore conditional upon, among other factors, the approval of existing Company shareholders at the General Meeting. A reverse takeover involves the cancellation of the existing ordinary shares of the Company from trading on AIM and a new application for the enlarged share capital of the Company (after completion of the Acquisition) to be admitted to trading on AIM (Readmission).
The Company has published an Admission Document in relation to the Acquisition, Placing and Readmission (Admission Document), which is available on the Company's website at https://greatlandgold.com/investors/regulatory-news/aim-admission-document/ to persons within permitted jurisdictions.
Settlement of the Placing and admission of the Placing Shares to trading on AIM is conditional upon, amongst other things, existing Company shareholders approving the Acquisition and the issue of the Placing Shares, but it is not conditional on Acquisition Completion or Readmission.
A general meeting of the Company's shareholders will be convened pursuant to a notice contained in the Admission Document for 30 September 2024 (the General Meeting).
As previously announced, the Company has requested the restoration of trading in the Company's securities on AIM, which is expected to take place at 7.30 am today.
Admission and Trading
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is currently expected that the admission of the Placing Shares will become effective, and trading of the Placing Shares will commence on AIM, at 8.00 a.m. on 1 October 2024.
Related Party Transaction
Certain Directors have participated in the Placing as set out below:
Director |
Amount subscribed (US$) |
Number of Placing Shares |
Shareholding following the Placing |
Percentage of issued share capital at Admission |
Mark Barnaba |
99,734 |
1,589,303 |
1,589,303 |
0.02% |
Shaun Day |
99,734 |
1,589,303 |
2,678,303 |
0.03% |
Elizabeth Gaines |
66,489 |
1,059,535 |
1,059,535 |
0.01% |
Jimmy Wilson |
49,867 |
794,651 |
794,651 |
0.01% |
Paul Hallam |
49,867 |
794,651 |
794,651 |
0.01% |
Yasmin Broughton |
33,245 |
529,767 |
529,767 |
0.01% |
The participation of Directors Mark Barnaba, Shaun Day, Elizabeth Gaines, Jimmy Wilson, Paul Hallam and Yasmin Broughton in the Placing is regarded as a related party transaction under the AIM Rules for Companies. They are participating on the same terms as all other investors. The independent directors, being Alex Borrelli and Clive Latcham consider, having consulted with SPARK as the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.
Expected timetable of principal events
Event |
Date |
General Meeting |
10.00 a.m. on 30 September 2024 |
Expected time and date of Admission and issue of the Fundraise Shares |
8.00 a.m. on 1 October 2024 |
CREST accounts credited (where applicable) in respect of the Fundraise Shares |
8.00 a.m. on 1 October 2024 |
Despatch of definitive share certificates (where applicable) in respect of the Fundraise Shares |
By 1 October 2024 |
Expected completion of the Acquisition, issue of the Consideration Shares and Readmission and commencement of dealings in the Enlarged Share Capital on AIM |
Q4 2024 |
|
Placing Statistics
Information |
Statistic |
Number of Ordinary Shares in issue as at the date of the Admission Document |
5,090,376,282 |
Number of Placing Shares |
5,179,010,416 |
Number of Retail Shares |
up to 140,725,613 |
Number of Ordinary Shares in issue immediately following Admission |
10,412,770,289 |
Placing Price |
|
Placing Shares as a percentage of the issued share capital of the Company immediately following Admission |
49.7% |
Retail Shares as a percentage of the issued share capital of the Company immediately following Admission |
1.4% |
Proceeds of the Placing receivable by the Company before expenses |
|
Proceeds of the Retail Offer receivable by the Company before expenses |
up to |
Proceeds of the Fundraise receivable by the Company before expenses |
up to |
Proceeds of the Fundraise receivable by the Company after expenses |
up to |
Market capitalisation of the Company following Admission (approximately) |
|
Number of Consideration Shares |
2,669,182,291 |
Consideration Shares as a percentage of the Enlarged Share Capital immediately following Readmission |
20.4% |
Market capitalisation of the Company following Readmission (approximately) |
|
Number of Ordinary Shares in issue immediately following Readmission |
13,081,952,580 |
Notes
Assuming no options are exercised prior to Admission or Readmission, the Retail Offer is taken up in full, and the Paterson South Consideration Shares are issued.
At the Placing Price and calculated in accordance with the Acquisition Agreement, using an exchange rate of
Defined terms used in this section of this announcement have the meanings given in the Admission Document, in the Sections entitled Definitions and Glossary of Technical Terms, unless the context requires otherwise.
Contact
For further information, please contact:
Greatland Gold plc
Shaun Day, Managing Director | Rowan Krasnoff, Head of Business Development info@greatlandgold.com
Canaccord Genuity Limited (Global Coordinator & Sole Bookrunner)
James Asensio | Jeremy Dunlop | Duncan St John | George Grainger | Sam Lucas
+44 207 523 8000
Merrill Lynch Markets (
Karl Rozman | Alastair McBride White | Marcus Jackson
+61 2 9225 6500
SPARK Advisory Partners Limited (Nominated Adviser)
Andrew Emmott | James Keeshan | Neil Baldwin
+44 203 368 3550
Sternship Advisers Pty Ltd (Co-Lead Manager)
Robbie Hamilton
+61 484 761 263
SCP Resource Finance LP (Co-Lead Manager)
Filipe Martins
+1 416 637 2707
Media Relations
+61 422 602 720
+44 204 582 3500
IMPORTANT INFORMATION
General
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult a legal adviser, an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (FSMA) or a tax adviser for legal, financial or tax advice in relation to any investment in or holding of ordinary shares. Each prospective investor should consult with such advisers as needed to make its investment decision and to determine whether it is legally permitted to hold shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
Investing in and holding the ordinary shares involves financial risk. Prior to investing in the ordinary shares, investors should carefully consider all of the information contained in the Admission Document, paying particular attention to the risk factors contained in Part 6 (Risk Factors) of the Admission Document. Investors should consider carefully whether an investment in the ordinary shares is suitable for them in light of the information contained in the Admission Document and their personal circumstances.
To the extent permitted by law and regulation, no undertaking, representation or warranty or other assurance, express or implied, is made or given by or on behalf of the Company, or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this announcement. None of the Company, SPARK or Canaccord, or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person their respective affiliates and advisers, agents and/or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide any person with any additional information. Save in the case of fraud, no responsibility or liability is accepted by any such person for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, however arising, directly or indirectly, from any use of, as a result of the reliance on, or otherwise in connection with, this announcement. In addition, no duty of care or otherwise is owed by any such person to recipients of this announcement or any other person in relation to this announcement.
SPARK Advisory Partners Limited which is authorised and regulated in the
Canaccord Genuity Limited which is authorised and regulated in the
In connection with the Placing, the Bookrunner and any of its respective affiliates, acting as an investor for its or their own account(s), may acquire ordinary shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in ordinary shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the ordinary shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by, the Bookrunner and any of its respective affiliates acting as an investor for its or their own account(s). The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Bookrunner and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. The Bookrunner and any of its affiliates may provide such services to the Company and any of its affiliates in the future.
The person responsible for arranging the release of this announcement on behalf of the Company is Shaun Day.
This announcement contains inside information for the purposes of Article 7 of
Notice to overseas persons
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR THE SOLICITATION OF AN OFFER, TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN ANY JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE EQUITY RAISING MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER, PRIMARYBID OR THE BOOKRUNNER TO PERMIT A PUBLIC OFFER OF ORDINARY SHARES OR TO PERMIT THE POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE MAY BE REQUIRED. THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE RELEVANT JURISDICTION.
Notice to investors in
The ordinary shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") and, subject to certain exceptions, may not be offered or sold within
THE ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION IN
In particular, the Retail Offer will be made only to persons who are, and at the time the ordinary shares are subscribed for, will be outside
Notice to investors in the
No ordinary shares have been offered or will be offered to the public in the
a) to any legal entity which is a qualified investor as defined under Article 2(e) of the
b) to fewer than 150 natural or legal persons (other than a qualified investor as defined under Article 2(e) of the
c) in any other circumstances falling within Section 86 of FSMA,
provided that no such offer of the ordinary shares shall require the Company or any other person to publish a prospectus pursuant to Section 85 of FSMA or supplement a prospectus pursuant to Article 23 of the
In the case of any ordinary shares being offered to a "financial intermediary", as that term is used in Article 5(1) of the
Neither the Company, the Nominated Adviser nor the Bookrunner have authorised, nor do they authorise, the making of any offer of ordinary shares in circumstances in which an obligation arises for the Company to publish a prospectus or a supplemental prospectus for such offer.
For the purposes of this provision, the expression an "offer to the public" in relation to the ordinary shares in the
Notice to investors in the European Economic Area
In relation to each Member State, no offer of ordinary shares has been offered or will be offered to the public in that Member State prior to the publication of a prospectus in relation to the ordinary shares which has been approved by the competent authority in that Member State, all in accordance with Regulation (EU) 2017/1129 (Prospectus Regulation). Each person who initially acquires any ordinary shares (other than any retail offeree) or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the law of the Member State implementing Article 2(e) of the Prospectus Regulation.
In the case of any ordinary shares being offered to a "financial intermediary", as that term is used in Article 5(1) of the Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public, other than their offer or resale to qualified investors in a Member State or in circumstances in which the prior consent of the Bookrunner has been obtained to each such proposed offer or resale. The Company, the directors, the Bookrunner and its affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.
Neither the Company nor the Bookrunner have authorised, nor do they authorise, the making of any offer of ordinary shares in circumstances in which an obligation arises for the Company to publish a prospectus or a supplemental prospectus for such offer.
For the purpose of the above provisions, the expression "an offer to the public" in relation to any ordinary shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for the ordinary shares.
Notice to investors in
This announcement is not a prospectus, product disclosure statement or other disclosure document for the purposes of the Australian Corporations Act 2001 (Cth) (Australian Corporations Act) and has not been lodged with, or notified to, the Australian Securities and Investments Commission in connection with the offer of ordinary shares in the Company and no offer or invitation to subscribe for ordinary shares under this announcement is made to the public in
Any invitation to subscribe for ordinary shares has only been made to investors in
Notice to investors in
The ordinary shares referred to herein have not been and will not be qualified for distribution or distribution to the public under applicable Canadian securities laws and, accordingly, any sale of the securities will be made on a basis which is exempt from the prospectus requirements of such securities laws only to "accredited investors" within the meaning ascribed to that term in National Instrument 45-106 - Prospectus Exemptions, of the Canadian securities administrators (NI 45-106). The ordinary shares referred to herein are not being offered to and may not be purchased by, or for the benefit of, persons resident in
No offer of securities is made pursuant to this announcement in
Notice to investors in
WARNING: THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN
This announcement has not been reviewed by any regulatory authority in
a) to persons who are "professional investors" as defined in the SFO and any rules made thereunder; or
b) in other circumstances which do not result in this announcement being a "prospectus" as defined in the CWUMPO or which do not constitute an offer to the public within the meaning of the CWUMPO.
No advertisement, invitation or document relating to the ordinary shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in
Notice to investors in
This announcement has not been and will not be registered as a prospectus with the Monetary Authority of
Notification under Section 309B of the SFA: the ordinary shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of
Forward-looking statements
This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the group's control and all of which are based on the directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Company or the directors concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the group or developments in the industry in which the group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement. Prospective investors are strongly recommended to read the risk factors set out in Part 6 (Risk Factors) of the Admission Document for a more complete discussion of the factors that could affect the Company's future performance and the industry in which the group operates.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.
The forward-looking statements contained in this announcement speak only as at the date of this announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this announcement to reflect any change in expectations or to reflect events or circumstances occurring or arising after the date of this announcement, except as required in order to comply with its legal and regulatory obligations (including under the AIM Rules for Companies).
No incorporation of website information
The contents of the Company's website, any website mentioned in this announcement or any website directly or indirectly linked to these websites have not been verified and do not form part of this announcement and prospective investors should not rely on such information.
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