RNS Number : 8834S
Greatland Gold PLC
18 November 2021
18 November 2021
THIS ANNOUNCEMENT (INCLUDING THE IMPORTANT NOTICES) 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 THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF GREATLAND GOLD PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Greatland Gold plc
("Greatland" or "the Company")
Primary Bid Offer
Greatland Gold plc (AIM:GGP), a mining development and
exploration company with a focus on precious and base metals, is
pleased to announce a conditional retail offer for subscription via
PrimaryBid (the "Retail Offer") of new ordinary shares of nominal
value GBP0.001 each in the capital of the Company (the "New
Ordinary Shares"). The price at which the New Ordinary Shares are
to be placed is 14.5p per New Ordinary Shares (the "Issue
The Company is also conducting a non-pre-emptive Placing (the
"Placing") and subscription by directors and officers (the
"Subscription") of New Ordinary Shares at the Issue Price by way of
an accelerated bookbuild process as announced earlier today.
The Retail Offer, the Placing and Subscription (together the
"Fundraise") are conditional on, among other things, the New
Ordinary Shares being admitted to trading on AIM, the market of
that name operated by London Stock Exchange plc. Admission is
expected to take place at 8.00 a.m. on or around 24 November 2021.
The Retail Offer will not complete unless the Placing and the
Subscription also completes.
The Company will use the net proceeds from the Fundraise to
-- fast track the development of the Company's flagship asset,
the Havieron gold-copper deposit ("Havieron"), in conjunction with
joint venture partner Newcrest Mining Limited ("Newcrest");
-- execute the resource growth roadmap including growth drilling
at Havieron and to explore the wider Havieron breccia system;
-- accelerate exploration activities on the Company's 100%-owned
licenses to target new discoveries similar to Havieron in the
Paterson region; and
-- to pay certain costs associated with working capital and
general corporate purposes.
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Retail Offer by applying exclusively through the
PrimaryBid mobile app (available on the Apple App Store and Google
Play). PrimaryBid does not charge investors any commission for this
The Retail Offer, via the PrimaryBid mobile app, is now open to
individual and institutional investors and will close at 9.00 p.m.
on 18 November 2021. The Retail Offer may close early if it is
The Company and the Joint Bookrunners reserves the right to
scale back any order at its discretion. The Company and PrimaryBid
reserve the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares
under the Retail Offer (the "Retail Shares") has been made and
accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.primarybid.com or
email PrimaryBid at email@example.com .
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing ordinary
shares, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
Details of the Retail Offer
Given the longstanding support of retail shareholders, the
Company believes that it is appropriate to provide retail and other
interested investors the opportunity to participate in the Retail
Offer. The Company is therefore making the Retail Offer available
exclusively through the PrimaryBid mobile app.
The Retail Offer is offered under the exemptions against the
need for a prospectus as per the Prospectus Regulation Rules.
Accordingly, the Company is not required to publish (and has not
published) a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of
The Retail Offer is not being made into any jurisdiction where
it would be unlawful to do so. In particular, the Retail Offer is
being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S ("Regulation S")
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the
Retail Offer through PrimaryBid or subscribe for Retail Shares.
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
Aggregate demand under the Retail Offer will be limited to EUR 8m
(or the sterling equivalent), as is legally required.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com. The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail Shares, is available to all persons who register with
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 Retail Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Retail Shares. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in
any doubt .
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
Greatland Gold PLC +44 (0)20 3709 4900
Shaun Day firstname.lastname@example.org
SPARK Advisory Partners Limited (Nominated
Andrew Emmott/James Keeshan +44 (0)20 3368 3550
Primary Bid email@example.com
Charles Spencer/James Deal
Luther Pendragon (Media and Investor Relations)
Harry Chathli/Alexis Gore +44 (0)20 7618 9100
This Announcement has been issued by and is the sole
responsibility of the Company.
No action has been taken by the Company, PrimaryBid or any of
their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Retail Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into the United
States of America, its territories and possessions, any state of
the United States or the district of Columbia (collectively, the
"United States"), Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such publication, release
or distribution would be unlawful. Further, this Announcement is
for information purposes only and is not an offer of securities in
any jurisdiction. This Announcement has not been approved by the
London Stock Exchange, nor is it intended that it will be so
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. This Announcement is for information
purposes only and shall not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia,
Canada, Japan, the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions. No public offering of the
Retail Shares is being made in any such jurisdiction.
The Retail Shares have not been and will not be registered under
the Securities Act, or under the securities laws of any State or
other jurisdiction of the United States, and may not be offered,
sold or resold, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any State
or any other jurisdiction of the United States. The Retail Shares
are being offered and sold only outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S.
All potential subscribers to the Retail Shares (the "Subscribers")
and all prospective beneficial owners of the Retail Shares must,
now and at the time the Retail Shares are subscribed for, be
outside the United States and subscribing for the Retail Shares in
an "offshore transaction" as defined in, and in accordance with,
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of the COVID-19 pandemic,
economic and business cycles, geopolitical developments, the terms
and conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industry. Due to such
uncertainties and risks, you are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its Directors, their respective
affiliates and any person acting on their behalf each expressly
disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation, the Market Abuse Regulation, the
rules of the London Stock Exchange or the FCA.
This Announcement does not constitute a recommendation
concerning any Subscriber's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and Subscribers may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each Subscriber or prospective Subscriber should consult his, her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Retail Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
The Company has taken all reasonable care to ensure that the
facts stated in this Announcement are true and accurate in all
material respects, and that there are no other facts the omission
of which would make misleading any statement in the document,
whether of facts or of opinion. The Company accepts responsibility
It should be remembered that the price of securities and the
income from them can go down as well as up.
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(END) Dow Jones Newswires
November 18, 2021 11:45 ET (16:45 GMT)
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