TIDMGGP
RNS Number : 0717Z
Greatland Gold PLC
12 September 2022
12 September 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK MARKET ABUSE REGULATIONS. 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")
Transformational appointments to the Board of Directors
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.
Highlights
-- 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:
Name Role Number of Proportion of
shares under expanded capital
option if fully exercised
(*)
Mark Barnaba Non-Executive Chairman** 100,000,000 2.08%
-------------------------- -------------- --------------------
Non-Executive Director
Elizabeth Gaines and Deputy Chair** 55,000,000 1.14%
-------------------------- -------------- --------------------
Paul Hallam Non-Executive Director 40,000,000 0.83%
-------------------------- -------------- --------------------
(*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.GBP23m.)
(** With effect on or before 1 January 2023)
The Key Terms of the Co-Investment Options are contained in the
following table:
Key Terms
Exercise Period Date of issue to 31 August 2026
------------------------------------------------------
Exercise price 11.9 pence (representing a 45 per cent premium
to 8.2 pence which was the price at which equity
was issued in the recent placing announced on
24 August 2022 and a 46 per cent premium to the
five-day volume weighted average share price
to 9 September 2022 )
------------------------------------------------------
Vesting Vesting immediately upon granting
------------------------------------------------------
Retention The intention is that the Co-Investment Options
are issued to align the interests of the individuals
with that of Greatland's shareholders. To give
effect to this intention, the parties agree to
discuss in good faith a retention arrangement
of three years in respect of the shares arising
on exercise
------------------------------------------------------
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.
Enquiries:
Greatland Gold PLC info@greatlandgold.com
Shaun Day www.greatlandgold.com
SPARK Advisory Partners Limited (Nominated
Adviser)
Andrew Emmott/James Keeshan +44 (0)20 3368 3550
Berenberg (Joint Corporate Broker and Financial
Adviser)
Matthew Armitt/ Jennifer Lee/ Jack Botros +44 (0)20 3207 7800
Canaccord Genuity (Joint Corporate Broker
and Financial Adviser)
James Asensio/Patrick Dolaghan +44 (0)20 7523 8000
Hannam & Partners (Joint Corporate Broker
and Financial Adviser)
Andrew Chubb/Matt Hasson/Jay Ashfield +44 (0)20 7907 8500
SI Capital Limited (Joint Broker)
Nick Emerson/Sam Lomanto +44 (0)14 8341 3500
Gracechurch Group (Media and Investor Relations)
Harry Chathli/Alexis Gore/Tan Siddique +44 (0)20 3488 7510
Notes for Editors:
Greatland Gold plc (AIM:GGP) is a mining development and
exploration company with a focus on precious and base metals . The
Company's flagship asset is the potentially world class Havieron
gold-copper deposit in the Paterson region of Western Australia,
discovered by Greatland and presently under development through a
joint venture with Newcrest (the "JV") . Newcrest holds a joint
venture interest of 70% (30% Greatland).
Havieron is located approximately 45km east of Newcrest's Telfer
gold mine and, subject to positive feasibility study and decision
to mine, will leverage the existing infrastructure and processing
plant to significantly reduce the project's capital expenditure and
carbon impact for a low-risk and low-cost pathway to
development.
Construction is well advanced and continuing with the box cut
and decline to develop the Havieron deposit originally commenced in
February 2021. An extensive growth drilling programme continues at
Havieron with a view to further expanding the understanding and
scale of the ore body.
Greatland has a proven track record of discovery and exploration
success. It is pursuing the next generation of tier-one mineral
deposits by applying advanced exploration techniques in
under-explored regions. The Company is focused on safe, low-risk
jurisdictions and is strategically positioned in the highly
prospective Paterson region. Greatland has a total of six projects
across Australia with a focus on becoming a multi-commodity mining
company of significant scale.
A version of this release with the full images and diagrams can
be found on the Company's website:
https://greatlandgold.com/investors/regulatory-news/
Appendices
Biography of Executive Director
Jimmy Wilson
Mr Wilson is a highly experienced mining and natural resources
executive with deep operational experience across a range of
commodities and project styles. He brings significant international
infrastructure and supply chain experience in Australia, South
Africa, North and South America.
Mr Wilson spent more than 25 years with the world's biggest
mining company BHP and held various senior executive positions
including as President of the iron ore division, President of
energy coal, President of stainless steel materials and President
and Chief Operating Officer of Nickel West. He successfully managed
the integration of the WMC Resources' nickel assets into BHP after
BHP's takeover of WMC. Earlier in his career Mr Wilson held a
number of roles in the gold industry with Anglo American.
After leaving BHP, Mr Wilson was appointed as the Chief
Executive of CBH Group, the Western Australian grain growers
collection which is responsible for the storage, handling,
transport, processing, marketing and export of more than 90 per
cent of WA's grain production.
Mr Wilson was appointed to the Export Finance Australia board in
December 2020 for a 3-year term.
Mr Wilson holds a Bachelor of Science (Mechanical Engineering)
from the University of Natal.
The following details in relation to the appointment of Mr
Wilson, aged 60, are disclosed in accordance with Schedule 2(g) of
the AIM Rules:
Current appointments: Former appointments within the past
five years:
JJW Consulting Services CBH Pty Ltd
Pty Ltd
Export Finance Australia Business Council of Co-Operatives and
Mutuals Ltd
JKBK Wilson Pty Ltd Interflour Group Pte Ltd
The Wilson Super Fund
Pty Ltd
University of Western
Australia Business
School
Mr Wilson does not have any interest in the ordinary shares of
the Company, other than the share options which the Company intends
to award him as noted above.
In 2016, Mr Wilson was amongst a group of 22 executives named in
a series of allegations made by authorities in Brazil in connection
with the collapse of a tailings dam at Samarco, a non-operated BHP
joint venture company.
Save as set out above, no further information is required to be
disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules
for Companies in relation to Mr Wilson.
Biographies of Non-Executive Directors
Mark Barnaba
Mr Barnaba is a career investment banker, having focused
predominantly in the natural resources sector. He has served as
Deputy Chairman of the world's fourth largest iron ore producer
Fortescue Metals Group Limited (ASX:FMG) since November 2017 and
has been a Director of Fortescue since 2010.
Mr Barnaba has spent most of his career providing financial,
corporate and strategic advice to companies, governments and
institutions in the Asia Pacific region including in several senior
executive roles at Macquarie Group (including the Chairman and
Global Head of the Natural Resources Group) and McKinsey &
Company (both in Australia and overseas). Prior to that he founded,
led and subsequently sold independent corporate advisory firms GEM
Consulting and Azure Capital. He has previously chaired several
large publicly listed (ASX) companies within the mining and
infrastructure sectors.
He is also a member of the Board (and Chairman of the Audit
Committee) of the Reserve Bank of Australia and was the inaugural
Chairman of the University of Western Australia Business School
Board from 2002 to 2020 and now holds the title of (inaugural)
Emeritus Board Member, also serving as an Adjunct Professor in
Finance.
Mr Barnaba also chairs GLX (a specialist technology company that
develops software based marketplace solutions for commodity
markets) and is a member of the Senior Advisory Board of
London-based mining private equity fund Appian Capital.
Mr Barnaba holds a Bachelor of Commerce (First Class Honours and
University Medal) from the University of Western Australia, an MBA
from Harvard Business School (High Distinction; Baker Scholar) and
an Honorary Doctor of Commerce from the University of Western
Australia.
The following details in relation to the appointment of Mr
Barnaba, aged 59, are disclosed in accordance with Schedule 2(g) of
the AIM Rules:
Current appointments: Former appointments within the past
five years:
University of Western Australia Macquarie Group Limited
HBF Health Limited Australian Children's Trust Pty.
Ltd.
Appian Capital Advisory
LLP
Reserve Bank of Australia
The Centre for Independent
Studies Ltd
Chester Pty Ltd
Fortescue Metals Group Ltd
Williams Advanced Engineering
Limited
GLX Digital Limited
Luccamimi Pty Ltd
Muppets Pty Ltd
Westlink Asset Pty Ltd
Mr Barnaba was a director of Sons of Gwalia Ltd from May 2004 to
January 2005. Sons of Gwalia Ltd entered voluntary administration
in August 2004 and was liquidated in 2012.
Mr. Barnaba does not have any interest in the ordinary shares of
the Company, other than the Co-Investment Options which the Company
intends to award him as noted above.
Save as set out above, no further information is required to be
disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules
for Companies in relation to Mr Barnaba.
Elizabeth Gaines
Ms Gaines is a highly experienced Executive and Non-Executive
Director with extensive operational experience as a Group
Executive/CEO and CFO running large businesses and a proven track
record in international business and financial leadership. She has
significant experience in the resources sector and exposure to the
impact of the growth in Asian economies, particularly China.
Ms Gaines is the former CEO and Managing Director of Fortescue
Metals Group Limited after a distinguished term where she received
many accolades including being ranked second in the 2019 Fortune
Magazine's Businessperson of the Year and in 2020 being awarded
both the 'Women in Resources Champion' by the Chamber of Minerals
and Energy of Western Australia and the Joint Australian Business
Person of the Year by the Australian Financial Review. She has
served on the Board of Fortescue since February 2013 and continues
with the business as a Non-Executive Director and Global Ambassador
for Fortescue Future Industries following the completion of her
term as CEO on 31 August 2022.
As a highly experienced business leader, Ms Gaines has
significant experience in delivering financial and operational
excellence in the resources sector and both the Australian and
international business environment. She has a deep understanding of
all aspects of financial and commercial management at a senior
executive level including merger and acquisition activities
comprising due diligence, acquisition, disposals, merger
integration and cross-border funding.
Ms Gaines was recently appointed as a Non-Executive Director to
the Victor Chang Cardiac Research Institute. She is a former Chief
Executive Officer of Helloworld Limited and Heytesbury Pty Limited
and has previously held Non-Executive Director roles with Nine
Entertainment Co. Holdings Limited, NEXTDC Limited, Mantra Group
Limited and ImpediMed Limited.
Ms Gaines holds a Bachelor of Commerce from Curtin University, a
Master of Applied Finance from Macquarie University and an Honorary
Doctorate of Commerce from Curtin University. She is a Fellow of
Chartered Accountants Australia and New Zealand, and a member of
the Australian Institute of Company Directors and Chief Executive
Women.
The following details in relation to the appointment of Ms
Gaines, aged 58, are disclosed in accordance with Schedule 2(g) of
the AIM Rules:
Current appointments: Former appointments within
the past five years:
Australian Fortescue Future Chichester Metals Pty Ltd
Industries Pty Ltd
Honeycombs Beach Farm Pty Ltd CSRP Pty Ltd
Fortescue Metals Group Ltd FMG Air Pty Ltd
West Coast Eagles AFL Club trading FMG Chichester Personnel Pty
as Indian Pacific Ltd Ltd
FMG Services Pty Ltd
FMG Exploration Pty Ltd
FMG IOC Pty Ltd
FMG Iron Bridge (Aust) Pty Ltd
FMG JV Co Pty Ltd
FMG Nullagine Pty Ltd
FMG Nyidinghu Pty Ltd
FMG Personnel Pty Ltd
FMG Personnel Services Pty Ltd
FMG Pilbara Pty Ltd
FMG Procurement Services Pty
Ltd
FMG Resources (August 2006)
Pty Ltd
FMG Resources Pty Ltd
FMG Solomon Pty Ltd
FMG Training Pty Ltd
Pilbara Iron Ore Pty Ltd
Karribi Developments Pty Ltd
International Bulk Ports Pty
Ltd
Masters Way Homes Pty Ltd
Pilbara Housing Services Pty
Ltd
Pilbara Gas Pipeline Pty Ltd
Pilbara Marine Pty Ltd
The Pilbara Infrastructure Pty
Ltd
VTEC Services Pty Ltd
Ms Gaines was a director of Entertainment Rights plc and its
subsidiary, Entertainment Rights Overseas Holdings Limited until
August 2008. Both companies were placed into administration in
April 2009 and were liquidated in December 2010 with a shortfall to
creditors.
Ms Gaines was a director of Harvey World Travel (UK) Limited
from January to March 2009. This company was placed into
administration in November 2009 and was liquidated in August 2015
with a shortfall to creditors.
Ms Gaines was also a director of Aus Offshore Holdco Pty Ltd and
Aus Offshore Bidco Pty Ltd from July 2009 to June 2016. Both
companies were liquidated in June 2016.
Ms Gaines does not have any interest in the ordinary shares of
the Company, other than the Co-Investment Options which the Company
intends to award her as noted above.
Save as set out above, no further information is required to be
disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules
for Companies for Ms Gaines.
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END
MSCLTMATMTABMRT
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