TIDMGGP
RNS Number : 2073X
Greatland Gold PLC
25 August 2022
25 August 2022
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.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF
THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Greatland Gold plc
("Greatland" or "the Company")
Results of Placing
Greatland Gold plc (AIM:GGP), is pleased to announce the
successful completion of the Placing announced yesterday, 24 August
2022 (the "Placing Announcement"). The Placing was
oversubscribed.
Following strong demand in the bookbuild, the total gross
proceeds from the Placing has increased from the minimum amount of
approximately US$30 million to approximately US$35 million (approx.
GBP29.7million). A total of 362,880,180 Placing Shares have been
placed at an Issue Price of 8.2 p per New Ordinary Share. The Issue
Price represents a discount of approximately 15.5 per cent to the
closing mid-market share price per Ordinary Share on 23 August
2022.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Placing
Announcement.
PDMR Participation
Shaun Day, Managing Director of the Company, and Chris Toon,
Chief Financial Officer, (the "Participating PDMRs"), have agreed
to participate in the Placing for an aggregate total of 785,400
Placing Shares at the Issue Price. On Admission, following the
issue of the Placing Shares, the interests of the Participating
PDMRs in the Company's enlarged share capital will be as
follows:
Participating Number Number of Resultant % Share
PDMRs of existing Placing Shares shareholding Capital as
ordinary enlarged
shares by the Placing
Shaun Day 375,000 714,000 1 ,089,000 0.024%
------------- ---------------- -------------- ----------------
Chris Toon 110,000 71,400 1 81,400 0.004%
------------- ---------------- -------------- ----------------
Admission and Total Voting Rights
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market of the London Stock Exchange.
It is expected that Admission will become effective at commencement
of trading on 31 August 2022 and settlement is expected to take
place on the same date.
Following Admission of the Placing Shares, the total number of
ordinary shares of the Company in issue will be 4,572,408,501. The
Company does not hold any ordinary shares in treasury. Therefore
the total number of voting rights in the Company will be
4,572,408,501 and this figure may be used by shareholders 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 FCA's
Disclosure Guidance and Transparency Rules.
Enquiries:
Greatland Gold PLC +44 (0)20 3709 4900
Shaun Day info@greatlandgold.com
http://www.greatlandgold.com/
SPARK Advisory Partners Limited (Nominated
Adviser)
Andrew Emmott/ James Keeshan +44 (0)20 3368 3550
Canaccord Genuity (Joint Bookrunner)
James Asensio/ Sam Lucas/ Patrick Dolaghan +44 (0)20 7523 8000
Sprott Capital Partners LP (Joint Bookrunner)
Filipe Martins/ Leslie Yang/ Chris Tonkin +44 (0)20 3826 0281
Gracechurch Group (Media and Investor
Relations)
Harry Chathli/Alexis Gore +44 (0)20 3488 7510
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE
ALSO (I) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER, OR (C) IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I)
SOPHISTICATED INVESTORS WITHIN THE MEANING OF SECTION 708(8) OF THE
AUSTRALIAN CORPORATIONS ACT 2001 (CTH) ("CORPORATIONS ACT"), (II)
AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN SECTION 708(10) OF
THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR" WITHIN THE
MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH
PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), OR (D) IF IN
HONG KONG, TO PERSONS WHO ARE A PROFESSIONAL INVESTOR AS DEFINED IN
THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG
KONG) AND RULES MADE THEREUNDER ("PROFESSIONAL INVESTORS"), OR (E)
PERSONS IN CANADA WHO ARE AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS
EXEMPTIONS ("NI 45-106") OF THE CANADIAN SECURITIES ADMINISTRATORS
OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), OR (F)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B), (C), (D), (E) and (F) ABOVE
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH THE PLACING AGENTS AND
THE COMPANY, THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OF AMERICA. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
ONLY BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S
UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE
UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS AS DEFINED
IN RULE 144A UNDER THE US SECURITIES ACT IN TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE EEA, THE UNITED KINGDOM, CANADA,
AUSTRALIA, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS
DEFINED BELOW) OR ELSEWHERE.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States of America (including its territories
and possessions, any state of the United States and the District of
Columbia), Canada, Australia, New Zealand, South Africa, Japan or
Hong Kong (each a "Restricted Territory") or in any other
jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
Placing in the EEA, the United Kingdom, Canada, the United States,
Australia, New Zealand, South Africa, Japan, Hong Kong or any other
Restricted Territory or elsewhere.
Subject to certain exceptions, this Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in any Restricted
Territory or in any other jurisdiction in which such release,
publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Sprott Capital Partners LP
("Sprott") or Canaccord Genuity Limited ("Canaccord") (together the
"Joint Bookrunners"), or any of their respective Affiliates, or any
of their, or their respective Affiliates' partners, directors,
officers, members, employees, agents or advisers which would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by each of the Company and the Joint Bookrunners to
inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the Prospectus Regulation, the UK Prospectus Regulation, the
Corporations Act or Canadian securities laws or the KH Professional
Investor Regulation, as applicable. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances to which section 21(1) of the Financial Services
and Markets Act 2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner or any of their respective Affiliates, nor any of
their or their respective Affiliates' partners, directors,
officers, employees, agents or advisers as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective
Affiliates, nor any of its, or their respective Affiliates',
partners, directors, officers, employees, agents or advisers, makes
any representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
PDMR SHAREHOLDINGS
1 Details of the person discharging managerial responsibilities
a) Name Shaun Day
------------------------ ------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------
a) Position/status Managing Director - classified as PDMR of
the Company
------------------------ ------------------------------------------
b) Initial notification/ Initial notification
Amendment
------------------------ ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name Greatland Gold plc
------------------------ ------------------------------------------
b) LEI 213800KMN7LDF4VRPQ10
------------------------ ------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
--------------------------------------------------------------------
a) Description of Ordinary Shares of 0.1 pence each
the financial
instrument
------------------------ ------------------------------------------
b) Identification GB00B15XDH89
code of the Financial
Instrument
------------------------ ------------------------------------------
c) Nature of the Purchase of Ordinary Shares
transaction
------------------------ ------------------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) GBP 58,548 714,000
----------
------------------------ ------------------------------------------
e) Aggregated information: Not applicable - single transaction
volume, Price
------------------------ ------------------------------------------
f) Date of the transaction 25 August 2022
------------------------ ------------------------------------------
g) Place of the London Stock Exchange, AIM Market (XLON)
transaction
------------------------ ------------------------------------------
1 Details of the person discharging managerial responsibilities
a) Name Chris Toon
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Chief Financial Officer - classified as
PDMR of the Company
------------------------ -----------------------------------------
b) Initial notification/ Initial notification
Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Greatland Gold plc
------------------------ -----------------------------------------
b) LEI 213800KMN7LDF4VRPQ10
------------------------ -----------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-------------------------------------------------------------------
a) Description of Ordinary Shares of 0.1 pence each
the financial
instrument
------------------------ -----------------------------------------
b) Identification GB00B15XDH89
code of the Financial
Instrument
------------------------ -----------------------------------------
c) Nature of the Purchase of Ordinary Shares
transaction
------------------------ -----------------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) GBP 5,854.80 71,400
----------
------------------------ -----------------------------------------
e) Aggregated information: Not applicable - single transaction
volume, Price
------------------------ -----------------------------------------
f) Date of the transaction 25 August 2022
------------------------ -----------------------------------------
g) Place of the London Stock Exchange, AIM Market (XLON)
transaction
------------------------ -----------------------------------------
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END
MSCGLGDICSDDGDU
(END) Dow Jones Newswires
August 25, 2022 02:56 ET (06:56 GMT)
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