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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