TIDMGGP
RNS Number : 0507A
Greatland Gold PLC
20 September 2022
20 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")
Notice of General Meeting
Greatland Gold plc (AIM:GGP), a mining development and
exploration company with a focus on precious and base metals ,
announces that a General Meeting ("GM") will be held at Druces LLP
Suite 425, Salisbury House, London Wall, London EC2M 5PS on Friday,
7(th) October 2022 at 9.30am.
The Notice of GM has been posted to Shareholders. A copy of the
Notice of GM will also be made available on the Company's website
at www.greatlandgold.com .
A letter from the Chairman accompanied the Notice of GM, as set
out below:
20 September 2022
To: Holders of Ordinary Shares
Proposed allotment of 430,024,390 ordinary shares at 8.2 pence
per share ("New Ordinary Shares"), and issuance of warrants to
subscribe for up to 352,620,000 ordinary shares in the Company at
10 pence per share ("Warrants") (together the "Fundraising")
Dear Shareholder,
I am pleased to give you notice of a general meeting of the
Company to be held at Druces LLP Suit 425, Salisbury House, London
Wall, London EC2M 5PS on Friday, 7(th) of October 2022 at 9:30am
BST (the "General Meeting").
The meeting will be held to consider certain matters in
connection with the Fundraising, to grant the Directors' authority
to allot shares and to disapply pre-emption rights in respect of
the New Ordinary Shares and Warrants, as part of the
Fundraising.
You can register your vote(s) for the General Meeting
either:
-- by logging on to www.shareregistrars.uk.com , clicking on the
"Proxy Vote" button and then following the on-screen
instructions;
-- by post or by hand to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the
proxy form accompanying the Notice (the "Form of Proxy"); or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in note 14 below.
In order for a proxy appointment to be valid the proxy must be
received by Share Registrars Limited by 9:30am BST on 5 October
2022.
The completion and return of a Form of Proxy will not prevent
you from attending the General Meeting and voting in person should
you wish to do so. Voting at the meeting will be taken by way of
Poll and all valid proxy votes will be included in the poll to be
taken at the meeting, the results of which will be announced via a
Regulatory Information Service ("RIS") and published on our website
as soon as practicable after the conclusion of the General
Meeting.
Background and reasons for the Fundraising
Further to the placing in August, the Company had been in
continuing discussions with a number of financial institutions
regarding a potential grant of debt facilities to fund the
Company's share of costs of the Havieron JV and cover other
corporate costs and expenses. This resulted in the Company entering
into the Commitment Letter with Australia and New Zealand Banking
Group Limited, HSBC Bank and ING Bank (Australia), as announced on
12 September 2022. The proposed facility is subject, amongst other
things, on agreeing definitive documentation.
As announced on 12 September 2022, the Company has agreed a
proposed AUD60 million / GBP35.3 million investment in the Company
with Wyloo Metals Pty Ltd ("Wyloo") by way of subscription for
430,024,390 ordinary shares in the Company (the "Subscription
Shares") at 8.2 pence per share (the "Proposed Subscription"). The
Company, as part of these discussions, and as a condition to the
Proposed Subscription, has agreed to issue to Wyloo warrants to
subscribe for up to 352,620,000 ordinary shares in the Company, at
a price of 10 pence per ordinary Share (the "Warrants") to Wyloo
("the Warrants Issuance").
However in order to issue the Subscription Shares and the
Warrants, the Company needs additional authorisations which are
being sought at the General Meeting.
Completion of the debt facilities and Fundraising will enable
the Company to be fully funded for its 30 per cent share of the
Havieron project development based upon an October 2021 2Mtpa
pre-feasibility study, and well positioned to be fully funded in
respect of the feasibility study targeting an expansion to around
3Mtpa due in the December 2022 quarter.
General Meeting Fundraising Resolutions
Completion of the Proposed Subscription and Warrants Issuance is
conditional upon, inter alia, the Shareholders' approval of
Resolutions 1 and 2 outlined in the Notice (the "Fundraising
Resolutions") being obtained at the General Meeting to be held at
Druces LLP Suite 425, Salisbury House, London Wall, London EC2M 5PS
on Friday, 7(th) of October 2022 at 9:30am BST.
A summary and explanation of the Fundraising Resolutions is set
out below. Please note that this is not the full text of the
Fundraising Resolutions which are contained in the Notice at the
end of this document.
Resolution 1 - Directors ' authority to allot the Subscription
Shares and issue the Warrants
Resolution 1 is proposed to grant the Directors the authority
under section 551 of the Companies Act 2006 (the " Act " ) to allot
and issue equity securities with an aggregate nominal value of up
to GBP430,024.39 in the Company, and to issue the warrants to
subscribe for equity securities with an aggregate nominal value of
up to GBP352,620 in the Company.
The authority sought in Resolution 1 at the General Meeting will
expire on the 31(st) of December 2022 and will be in addition to
any prior authority given to the Directors.
Resolution 2 - Disapplication of pre-emption rights in relation
to the Proposed Subscription and Warrants Issuance
This resolution is a special resolution and if passed gives the
Directors authority to allot shares for cash, and to grant rights
to subscribe for or convert any security into shares, without rst
offering them to existing shareholders in proportion to their
holdings. Resolution 2 authorises the disapplication of pre-emption
rights on allotment of the Subscription Shares and the Warrants
Issuance.
The authority sought in Resolution 2 at the General Meeting will
expire on the 31st of December 2022 and will be in addition to any
prior authority given to the Directors.
General Meeting Additional Resolutions
The Directors believe it would also be prudent to update the
current authorities granted at the Company's Annual General Meeting
held on the 14(th) of December 2021 (the "2021 AGM") in light of
the Fundraising, as the authorities taken at the 2021 AGM have been
substantially utilised by the August placing and the grant of
options. The Directors, therefore, propose that the Company refresh
the authorities taken at the 2021 AGM.
The Additional Resolutions in respect of these authorities are
set out in Resolutions 3, 4 and 5 of the Notice as set out at the
end of this document. An explanation of the Additional Resolutions
is set out below.
Resolution 3 - General Authority to Allot Shares
Under the Companies Act 2006 the Directors may only allot shares
(or grant certain rights over shares) with the authority of
Shareholders in a general meeting (other than in certain
circumstances including pursuant to an employee share scheme).
Resolution 3 in the Notice will be proposed, as an ordinary
resolution, to authorise the Directors to allot Ordinary Shares up
to a maximum nominal amount of GBP1,650,800 (representing
approximately one third of the nominal value of the Company's
issued share capital following the completion of the Proposed
Subscription (the "Enlarged Share Capital"). The authority
conferred by Resolution 3 will expire at the earlier of the next
Annual General Meeting and the date falling 15 months following the
date of the General Meeting being convened by the Notice.
Whilst the Directors have no present intention of exercising
this authority, the authority gives the Directors flexibility to
issue shares where they believe it is in the best interests of the
Company to do so.
Resolutions 4 and 5 - Power to Disapply Pre-emption Rights
Unless they are given an appropriate authority by Shareholders,
if the Directors wish to allot any shares or grant rights over any
shares, in each case for cash (other than pursuant to an employee
share scheme), they must first offer them to existing shareholders
in proportion to their existing holdings. These are known as
'statutory pre-emption rights'.
Resolutions 4 and 5 in the Notice of General Meeting will be
proposed, as special resolutions, to give the Directors power to
allot shares without the application of these statutory pre-emption
rights:
(i) first, in relation to pre-emptive offers of equity
securities such as rights issue, open offers or other similar
arrangements, but subject to such exclusions or arrangements as the
Directors may deem appropriate to deal with certain legal,
regulatory or practical difficulties, For example, in a pre-emptive
rights issue, there may be difficulties in relation to fractional
entitlement;
(ii) second, in relation to the allotment of equity securities
for cash up to a maximum aggregate nominal amount of GBP250,121
(representing approximately 5 per cent, of the nominal value of the
Enlarged Share Capital); and
(iii) third, in relation to an acquisition or other capital
investment as defined by the Pre-Emption Group's Statement of
Principles, up to an aggregate nominal amount of GBP250,121
(representing approximately an additional 5 per cent, of the
Enlarged Share Capital).
These limits are in accordance with guidelines issued by the
Pre-Emption Group, Investment Association and market practice.
The Directors intend to adhere to the provisions in the
Pre-Emption Group's Statement of Principles, as updated in March
2015, and not to allot shares for cash on a non-pre-emptive basis
pursuant to the authority in Resolution 5:
(i) in excess of an amount equal to 5 per cent, of the total
issued ordinary share capital of the Company excluding treasury
shares; or
(ii) in excess of an amount equal to 7.5 per cent, of the total
issued ordinary share capital of the Company excluding treasury
shares within a rolling three-year period, without prior
consultation with shareholders,
in each case other than in connection with an acquisition or
specified capital investment which is announced contemporaneously
with the allotment or which has taken place in the preceding six
month period and is disclosed in the announcement of the
allotment.
The power conferred by Resolutions 4 and 5 expire at the earlier
of the next Annual General Meeting and the date falling 15 months
following the date of the General Meeting being convened by the
Notice.
The Directors have no current intention of exercising the
authority under Resolutions 4 and 5 but consider the authority to
be appropriate in order to allow the Company flexibility to finance
business opportunities or to conduct a pre-emptive offer having
made appropriate exclusions or arrangements to address such
difficulties.
Action to be taken
Shareholders will nd enclosed a Form of Proxy for use at the
General Meeting. Whether or not shareholders intend to be present
at the General Meeting, shareholders are requested to complete and
return the Form of Proxy in accordance with the instructions
printed on the form to Share Registrars Limited at 3 The Millennium
Centre, Crosby Way, Farnham, Surrey GU9 7XX. The Form of Proxy must
be received by Share Registrars Limited no later than 48 hours
(excluding UK non-working days) prior to the General Meeting, in
circumstances where the General Meeting is adjourned, 48 hours
before the time of the adjourned meeting. If you hold your Ordinary
Shares in uncerti cated form (i.e. in CREST) you may appoint a
proxy by completing and transmitting a CREST Proxy Instruction in
accordance with the procedures set out in the CREST Manual so that
it is received by the registrar (under CREST Participant ID 7RA36)
by no later than 48 hours (excluding UK non-working days) before
the time appointed for holding the meeting or, in circumstances
where the General Meeting is adjourned, 48 hours before the time of
the adjourned meeting (excluding any UK non-working days). Unless
the Form of Proxy or the CREST Proxy Instruction is received by the
date and time speci ed above, it will be invalid.
If your shareholding is held through a broker or nominee, as the
registered shareholder they will be required to submit your vote by
completing the Form of Proxy or voting through CREST. Should you
wish to vote at the General Meeting (instead of your broker or
nominee), your broker or nominee may appoint you as their proxy or
as a corporate representative. A proxy may only be appointed by
using the procedures set out in the notes contained in the Notice
and the notes to the Form of Proxy or, if shares are held in
uncerti cated form by using the CREST electronic proxy appointment
service as detailed in the notes contained in the Notice.
Shareholders are reminded that the Fundraising is conditional,
inter alia, on the passing of the Fundraising Resolutions to be
proposed at the General Meeting. Should the Fundraising Resolutions
not be passed, the Fundraising will not proceed. In such
circumstances the Company will require additional funding to be
fully funded for its 30 per cent share of the Havieron project
development based upon the October 2021 2Mtpa Pre-Feasibility Study
and there is no certainty on whether funding will be available or
the terms on which it would be available.
Recommendation
The Board believes that the resolutions to be put to the General
Meeting are in the best interests of the Company and shareholders
as a whole and, accordingly, recommends that shareholders vote in
favour of the resolutions as the Board intend to do in respect of
their own beneficial holdings of Ordinary Shares which represent
0.31 per cent of the Company's issued ordinary share capital at the
date of this document.
Y ours faithfully
Michael Alexander Borrelli
Chairman
20 September 2022
Enquiries:
Greatland Gold PLC info@greatlandgold.com
Shaun Day www.greatlandgold.com
SPARK Advisory Partners Limited (Nominated
Adviser) +44 (0)20 3368
Andrew Emmott/James Keeshan 3550
Berenberg (Joint Corporate Broker and Financial
Adviser) +44 (0)20 3207
Matthew Armitt/ Jennifer Lee/ Jack Botros 7800
Canaccord Genuity (Joint Corporate Broker
and Financial Adviser) +44 (0)20 7523
James Asensio/Patrick Dolaghan 8000
Hannam & Partners (Joint Corporate Broker
and Financial Adviser) +44 (0)20 7907
Andrew Chubb/Matt Hasson/Jay Ashfield 8500
SI Capital Limited (Joint Broker) +44 (0)14 8341
Nick Emerson/ Sam Lomanto 3500
Gracechurch Group (Media and Investor Relations) +44 (0)20 4582
Harry Chathli/Alexis Gore 3500
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.
Overview of Wyloo Metals
Wyloo Metals Pty Ltd is a privately-owned metals company with a
focus on investing in the critical mineral supply chain. Led by a
multidisciplinary team of geologists, engineers and financial
professionals, Wyloo Metals manages a diverse portfolio of
exploration and development projects and cornerstone interests in a
number of public companies. Wyloo has a long-term investment
mandate and is focused on producing commodities that support the
transition to a low-carbon future.
More information about Wyloo can be found on its website:
https://www.wyloometals.com
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END
NOGSEWFMSEESELU
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