TIDMGGP
RNS Number : 9054M
Greatland Gold PLC
19 September 2023
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 19 September 2023
Grant of Employee Incentive Options
Greatland Gold plc (AIM:GGP) (Greatland or the Company)
announces the grant of employee incentive share options under the
Company's employee share plan.
These employee share options comprise FY23 Performance Rights,
Retention Rights and Co-Investment Options (as described below) and
collectively are an important element in the attraction and
retention of individuals pivotal to Greatland's growth and their
alignment with shareholder outcomes.
These incentives announced today, largely comprise of the
Co-Investment Options (just over 87% of the announced incentives)
which have an exercise price which is at a significant premium to
the current share price of GBP0.119 per share (approximately 63%
premium to the last closing price on 18 September 2023). In
addition, Greatland would generate significant cash proceeds if all
Co-Investment Options held by directors and employees were
exercised and Greatland shares issued.
All of the options to be issued are subject to continued
service, requiring the holders to remain employed by Greatland
until 30 June 2025 (for the FY23 Performance Rights) and 28
February 2026 (for the Co-Investment Options and Retention Rights),
unless they are designated a 'good leaver', and therefore serve an
important remuneration objective by incentivising the retention of
Greatland's key employees.
FY23 Performance Rights
Greatland's remuneration strategy is focused on ensuring that
remuneration outcomes are aligned to the creation of shareholder
value. For the 2023 financial year (FY23), Greatland has granted
performance rights to Greatland's senior team which before vesting
are dependent on the achievement of performance targets outlined
below.
Greatland's senior team receives an annual grant of share-based
performance rights the vesting of which is subject to the
achievement of performance criteria over a three-year period.
Performance Rights are considered an appropriate form of
remuneration to incentivise superior performance over the
longer-term and complement total remuneration which includes a
fixed salary and performance-based short-term incentives.
For FY23, Greatland has granted 13,306,047 share options with an
exercise price of GBP0.001 per share (FY23 Performance Rights) to
its senior team members. The FY23 Performance Rights are granted
under the Company's employee share plan with their vesting subject
to achievement of the performance targets set out in Table 1. These
performance targets will be assessed by Greatland's Board of
Directors (Board) at the conclusion of the 2025 financial year
(FY25) (hence the relevant performance period is from 1 July 2022
to 30 June 2025).
Based on the Company's performance, the Board may determine that
less than 100% of the shares the subject of FY23 Performance Rights
should vest, in which case, any unvested entitlements will lapse.
The FY23 Performance Rights require that the holders remain
employed by Greatland at the end of the performance period (i.e.
until 30 June 2025), otherwise (subject to certain limited 'good
leaver' exceptions) they will lapse.
FY23 Performance Rights which have vested following the
conclusion of FY25 must be exercised prior to their expiry date
(being the tenth anniversary of the date of grant).
Table 1: FY23 performance targets
Category Performance Description Weighting
Target
=========================== =========================== ============================ ======================
Greatland's
total
shareholder
return
(including
dividends)
is
equal
to
or
greater
than
the
VanEck
Junior
Total Gold
Shareholder Miners
Return ETF 15%
=========================== ======================================================== ======================
Greatland
completes
its
ASX
listing,
actively
engages
with
a
broad
cross
section
of
investors
and
grows
the
proportion
of
its
shares
held
Market by
/ Investor institutional
Investor Engagement investors 15%
=========================== =========================== ============================ ======================
Greatland
publishes
an
annual
Sustainability
Report
with
enhanced
levels
of
disclosure
relative
to
Sustainability FY22 5%
=========================== ======================================================== ======================
Greatland
maintains
positive
relations
with
all
Native
Title
groups
in
respect
of
the
land
it
operates
on,
preserves
heritage
sites
of
cultural
significance
as
required
to
comply
with
applicable
permits
and
remains
in
compliance
Native with
Sustainability Title granted
and and environmental
Engagement Environment approvals 5%
=========================== =========================== ============================ ======================
Greatland
actively
manages
its
relationship
with
its
joint
venture
partner
and
critically
reviews,
analyses
and
provides
detailed
input
(based
on
its
review
and
analysis)
into
the
Havieron
Feasibility Feasibility
Study Study 10%
=========================== ======================================================== ======================
Greatland
has
sufficient
funding
in
place
to
fund
its
share
of
the
Havieron
development
without
dilution
of
its
current
joint
venture
Havieron Funding interest 15%
=========================== =========================== ============================ ======================
Greatland
grows
its
Mineral
Resource
base
by
at
least
20%
(noting
that
joint
venture
mining
tenements
are
assessed
on
a
Resource 100%
Base basis) 15%
=========================== ======================================================== ======================
Greatland
actively
pursues
portfolio
enhancing
business
development
opportunities
which
are
presented
to
the
Board
Business for
Portfolio Development approval 20%
=========================== =========================== ============================ ======================
The Board currently expects to make a further regular annual
award before the end of calendar year 2023 in respect of FY24
Performance Rights.
Retention Rights
Greatland is at a pivotal point in its growth journey, and
attracting talent to Greatland and incentivising retention of
senior team members is imperative to the Company's ability to
deliver on its aspiration of becoming a multi-asset precious and
base metals producer.
To incentivise the retention of Greatland's team members, a
grant of 31,100,000 share options with an exercise price of
GBP0.001 per share (Retention Rights) has been made on a one-off
basis to certain employees under Greatland's employee share plan.
The Retention Rights are subject to an exercise restriction which
means that the holders of the Retention Rights must be employed by
Greatland on 28 February 2026 (subject to certain limited 'good
leaver' exceptions) in order to be entitled to exercise. If a
holder of Retention Rights is not employed by Greatland on 28
February 2026 (and is not subject to a limited 'good leaver'
exception), their Retention Rights will lapse. If the service
requirement is met, then Retention Rights must be exercised into
Greatland shares prior to expiry.
Co-Investment Options
Greatland considers it important and appropriate to incentivise
and align its employees to pursue value growth for its
shareholders. The Co-Investment Options (as defined below) are a
one-off equity incentive package for the relevant employees which
serve two key purposes: aligning the interests of Greatland's
employees and shareholders by incentivising employees to deliver
substantial growth in shareholder value, and further incentivising
retention of key employees.
Greatland has granted a total of 302,700,000 out-of-the money
share options with an exercise price of GBP0.119 per share
(Co-Investment Options) to certain employees under Greatland's
employee share plan.
The exercise price represents a substantial premium of
approximately 63% to the Greatland closing share price of GBP0.073
on 18 September 2023, demonstrating the alignment and commitment to
creating substantial shareholder value. Accordingly, the Company
must deliver a substantial return to shareholders before these
options have any value to the recipients.
The exercise price is the same as the exercise price associated
with the existing Co-Investment Rights held by Greatland's
directors (see RNS Announcement titled "Grant of Co-investment
Options and Share Options" dated 12 September 2022). Hence the
grant of the Co-Investment Options creates strong alignment between
Greatland's Board and management team in creating shareholder
value. Greatland would generate approximately GBP64 million in
proceeds if all Co-Investment Options held by directors and
employees were exercised and Greatland shares issued.
The Co-Investment Options are subject to the same service
requirement as the Retention Rights, in that they are only
exercisable into Greatland shares if the holder remains employed by
Greatland on 28 February 2026 (or in other limited 'good leaver'
exceptions). The Co-Investment Options expire on 31 August 2026
(the same expiry date as the existing Co-Investment Options held by
Greatland's directors), at which time any Co-Investment Options not
exercised by 31 August 2026 will lapse.
Summary
In summary the following share options have been granted by the
Company.
Table 2: Summary of Employee Share Options granted on 19
September 2023
Type Number Exercise % of shares Conditions / Restrictions
price on issue
================== ============ ========= ============ =================================
Subject to satisfaction
of performance hurdles
and continued service criteria;
option holder must be employed
by Greatland on 30 June
2025 to exercise vested
FY23 Performance rights (subject to limited
Rights 13,306,047 0.1p 0.26% 'good leaver' exceptions)
================== ============ ========= ============ =================================
These are one-off issues
subject to satisfaction
of continued service criteria;
option holder must be employed
by Greatland on 28 February
2026 to exercise (subject
to limited 'good leaver'
Retention Rights 31,100,000 0.1p 0.61% exceptions)
================== ============ ========= ============ =================================
Co-Investment
Options 302,700,000 11.9p 5.97%
================== ============ ========= ============ =================================
Following the above grant, the Company has 5,068,626,282 shares
issued, and an aggregate of 632,356,047 options granted over shares
issued to employees and directors (of which 542,700,000 are
out-of-the-money options with an exercise price of between 11.9p
and 25.0p).
Related Party Transaction
The issuance of share options includes awards to Greatland's
Managing Director, Shaun Day, and Chief Financial Officer, Chris
Toon, which are set out in Table 3.
Table 3: Summary of Employee Share Options granted to related
parties
Person FY23 Performance Retention Co-Investment Total Proposed Previously Granted
Rights Rights Options
======== ================= ========== ============== ========================
Options Performance
Rights
======== ================= ========== ============== ========== ============
Shaun
Day 3,898,737 7,300,000 72,700,000 83,898,737 5,000,000 12,000,000
======== ================= ========== ============== =============== ========== ============
Chris
Toon 2,219,472 4,000,000 40,000,000 46,219,472 Nil 3,000,000
======== ================= ========== ============== =============== ========== ============
These awards are considered related party transactions for the
purposes of the AIM Rules. Accordingly, the independent directors
of Greatland (for these purposes being all of the directors other
than Shaun Day), having consulted with the Company's Nominated
Adviser, SPARK Advisory Partners Limited, consider the terms of the
share options to be fair and reasonable insofar as the Company's
shareholders are concerned.
PDMR dealing notifications
The following notification is provided in accordance with the
requirements of the UK Market Abuse Regulation.
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Company directors/officers:
Shaun Day Managing Director
Christopher Chief Financial Officer
Toon
-------------------------
------------------------ -----------------------------------------------------------------------
Reason for the notification
2
-------------------------------------------------------------------------------------------------
a) Position/status See 1(a) above for all positions - classified
as PDMRs of the Company
------------------------ -----------------------------------------------------------------------
b) Initial notification Initial Notification
/Amendment
------------------------ -----------------------------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------------
a) Name Greatland Gold plc
------------------------ -----------------------------------------------------------------------
b) LEI 213800KMN7LDF4VRPQ10
------------------------ -----------------------------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Performance Rights over Ordinary Shares with
the financial an exercise price of 0.1p per share
instrument, type Retention Rights over Ordinary Shares with
of instrument an exercise price of 0.1p per share
Co-Investment Options over Ordinary Shares
with an exercise price of 11.9p per share
Identification GB00B15XDH89
code
b) Nature of the Award of Performance Rights, Retention Rights,
transaction Co-Investment Options
------------------------ -----------------------------------------------------------------------
c) Price(s) and Price payable at grant: Nil
volume(s) Exercise Price: Performance Share Rights (0.1p
per share); Retention Rights (0.1p per share)
and Co-investment Options (11.9p per share)
Shaun Day Date Transaction Amount Price
Type
19 Sep Award of Performance 3,898,737 0.1p per
23 Rights share
----------------------- ----------- ----------
19 Sep Award of Retention 7,300,000 0.1p per
23 Rights share
----------------------- ----------- ----------
19 Sep Award of Co-Investment 72,700,000 11.9p per
23 Options share
----------------------- ----------- ----------
Christopher Toon Date Transaction Amount Price
Type
19 Sep Award of Performance 2,219,472 0.1p per
23 Rights share
----------------------- ----------- ----------
19 Sep Award of Retention 4,000,000 0.1p per
23 Rights share
----------------------- ----------- ----------
19 Sep Award of Co-Investment 40,000,000 11.9p per
23 Options share
----------------------- ----------- ----------
d) Aggregated information n/a - single transaction
Volume
Price
e) Date of the transaction 19 September 2023
f) Place of the Outside a trading venue
transaction
------------------------ -----------------------------------------------------------------------
Contact
For further information, please contact:
Greatland Gold plc
Shaun Day, Managing Director | info@greatlandgold.com
Nominated Adviser
SPARK Advisory Partners
Andrew Emmott / James Keeshan / Neil Baldwin | +44 203 368
3550
Corporate Brokers
Berenberg | Matthew Armitt / Jennifer Lee | +44 203 368 3550
Canaccord Genuity | James Asensio / George Grainger | +44 207
523 8000
SI Capital Limited | Nick Emerson / Sam Lomanto | +44 148 341
3500
Media Relations
UK - Gracechurch Group | Harry Chathli / Alexis Gore / Henry
Gamble | +44 204 582 3500
Australia - Fivemark Partners | Michael Vaughan | +61 422 602
720
About Greatland
Greatland is a mining development and exploration company
focused primarily on precious and base metals.
The Company's flagship asset is the world-class Havieron
gold-copper project in the Paterson Province of Western Australia,
discovered by Greatland and presently under development in joint
venture with ASX gold major, Newcrest Mining Limited (which is the
subject of an agreed takeover by Newmont Corporation).
Havieron is located approximately 45km east of Newcrest's
existing Telfer gold mine. The box cut and decline to the Havieron
orebody commenced in February 2021. Significant progress continues
on the exploration decline with total development at over 2,600
metres in early August 2023. Subject to a positive Feasibility
Study and Decision to Mine, Havieron may leverage the existing
Telfer infrastructure and processing plant.
Greatland has a proven track record of discovery and exploration
success and is pursuing the next generation of tier-one mineral
deposits by applying advanced exploration techniques in
under-explored regions. Greatland has a number of exploration
projects across Western Australia and in parallel to the
development of Havieron is focused on becoming a multi-commodity
miner of significant scale.
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END
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