Greatland
Gold plc (AIM: GGP)
E:
info@greatlandgold.com
W:
http://greatlandgold.com
: twitter.com/greatlandgold
4 March
2025
Half-Year Financial
Report
for the six months ended 31
December 2024
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 (AIM:GGP)
("Greatland" or the
"Company") is pleased
to announce its interim results for the
six months ended 31 December 2024.
Highlights:
Transformational acquisition of 100% of Havieron and
Telfer
· Completed acquisition for 100% ownership of the Havieron
gold-copper project (Havieron), the Telfer gold-copper mine
(Telfer), and other related
assets in the Paterson region from Newmont
Corporation (NYSE:NEM) (Newmont) (the Havieron-Telfer Acquisition)
· At
Completion on 4 December 2024 paid the following acquisition
consideration to Newmont:
o US$167.0 million cash (after estimated purchase price
adjustments;
o US$167.5 million in the form of 2,669,182,291 Greatland
ordinary shares issued to Newmont, representing 20.4% of Greatland
shares on issue; and
o Repaid debt of US$52.4 million (£41.4 million), being the
entire outstanding balance of the Havieron joint venture loan to
Newmont, which has been terminated.
· Greatland expects to pay the following amounts to Newmont on
a deferred basis:
o A$32.6 million (£16.6 million) in aggregate estimated
purchase price adjustments; and
o Up to a maximum of US$100 million (£79.0 million) in deferred
cash consideration which may be payable to
Newmont on the first five years' Havieron gold production, through
a 50% price upside participation by Newmont above a US$1,850/oz
hurdle gold price, subject to an annual cap of US$50 million and
aggregate cap of US$100 million.
· Raised US$334 million (c. £255.3 million) through an
oversubscribed Institutional Placing and Retail Offer
· Havieron is a world class gold-copper project with a Mineral
Resource estimate of 8.4Moz gold equivalent, while Telfer is an
operating gold-copper mine generating near-term cash
flow
· Acquisition unlocks opportunity to optimise an integrated
Telfer-Havieron mining and processing operation
Telfer
· Strong start to production at Telfer during the period of
Greatland's ownership from 4 December to 31 December 2024
(approximately 27 days):
o 29,864oz of gold and 1,189t of copper (33,882oz gold
equivalent)
o 1,466kt of ore was processed, utilising both processing
trains, with an average grade of 0.77g/t Au and 0.11% copper, and
recoveries of 82% for gold and 72% for copper
o 639kt of ore was mined at the Telfer West Dome open pit
(total material mined of 1,177t) and 95kt of ore was mined at the
Telfer underground
· Stockpiles as at 31 December 2024:
o 10.9Mt run-of-mine (ROM) stockpiles, containing 247koz gold
and 7.6kt copper; and
o 24.5Mt low grade stockpiles, containing 262koz gold and
12.2kt copper.
· In
January 2025, recorded maiden concentrate shipment with proceeds
from the sale received of £48.0 million
Havieron
· In
September 2024, in connection with the Havieron-Telfer acquisition,
Greatland published an independently reviewed
'base case' development and mine plan for
Havieron:
o Havieron to operate with a steady state mining throughput
rate of 2.8Mtpa and average grade processed of 2.74g/t Au and 0.32%
Cu;
o Havieron to produce on average 221koz Au and 8kt Cu (258koz
AuEq) annually during steady state operations, for the first 15
years, at an AISC of US$818/oz (A$1,240/oz);
o A
steady state operational period of 15 years and total mine life of
20 years; and
o First ore production from Havieron in H2 2026 and first gold
in H2 2027.
· During the December 2024 quarter, key
activities concerning Greatland's Feasibility Study works were
progressed and the Greatland Feasibility Study is being
targeted for completion in H2 2025
Financial
· Closing cash position of £71.9 million (30 June 2024: £4.8
million)
· Nil
debt balance (30 June 2024: £41.5 million)
· Net
assets of £491.5 million (30 June 2024: £41.0 million)
· On 3
December 2024, executed a A$100m Syndicated Facility Agreement with
ANZ, HSBC and ING comprising a A$75 million (c.£37.5 million)
Working Capital Facility and A$25 million (c.£12.5 million)
Contingent Instrument Facility
Strengthened Position
· Transitioned into a significant Australian gold and copper
producer with near-term opportunities to extend Telfer mine
life
· Owns
100% of Australia's second-largest gold-copper development project
at Havieron
· Owns
the only operating processing plant in the Paterson region, with a
highly prospective regional exploration portfolio
Greatland Managing Director, Shaun Day,
commented:
"It has been a transformative
period for Greatland, having completed the consolidation of 100%
ownership of Havieron and Telfer, establishing us as a gold-copper
producer of significance. We are delighted with the strong start to
production in December and the combination of a high Australian
dollar gold price, very substantial mined stockpiles at surface,
Telfer mine life extension targets, and the approaching development
of the world class Havieron gold-copper asset presents a unique
opportunity for near-term cashflow and medium-term growth. We
continue to advance the Havieron Feasibility Study, expected to be
completed in the second half of 2025, with development now
substantially derisked by our ownership of the Telfer
infrastructure.
"Greatland today is the owner and
operator of a processing plant that ranks as Australia's third
largest gold-copper processing plant by capacity, with a
generational opportunity presented by Havieron and a highly
prospective exploration portfolio. Our robust cash position and
banking facilities ensures sufficient liquidity is in
place.
"Preparations for our ASX cross
listing are well underway and we continue to target listing in the
June 2025 quarter. As a significant Australian gold-copper
producer, the ASX listing is intended to provide benefits including
an enhanced capital markets profile and increased institutional
ownership and index participation."
Contact
For further information, please
contact:
Greatland Gold plc
Shaun Day, Managing Director
| info@greatlandgold.com
Nominated Advisor
SPARK Advisory Partners
Andrew Emmott / James Keeshan /
Neil Baldwin | +44 203 368 3550
Corporate Brokers
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 gold and copper
mining company listed on the London Stock Exchange's AIM
Market (LSE:GGP) and operates its business from Western
Australia.
The Greatland portfolio includes
the 100% owned Telfer gold-copper mine, the adjacent 100% owned
world class Havieron gold-copper project (under development), and a
significant exploration portfolio within the surrounding region.
The combination of Telfer and Havieron provides for a substantial
and long life gold-copper operation in the Paterson
Province of Western Australia.
Greatland is targeting a cross
listing on the ASX in the June quarter 2025.
Principal activities
The principal activities of the
Group during the period consisted of gold and copper mining and
production, project development, and the exploration and evaluation
of mineral tenements in Western Australia.
Review of half-year results (unaudited)
On 4 December 2024, Greatland
completed the acquisition of 70% ownership interest in the Havieron
gold-copper project (consolidating Greatland's ownership of
Havieron to 100%), 100% ownership of the Telfer gold-copper mine,
and other related interests in assets in the Paterson region from
certain Newmont Corporation subsidiaries.
Production and sales for the
period reflect Greatland's ownership of Telfer in the 27 days of
ownership from 4 December to 31 December 2024:
|
|
Unit
|
|
Half year
ended
31 Dec
2024
|
Half year
ended
31 Dec
2023
|
|
Total mined tonnes
|
(kt)
|
|
734
|
-
|
|
Processed grade
|
(g/t)
|
|
0.77
|
-
|
|
Gold produced
|
(oz)
|
|
29,864
|
-
|
|
Copper produced
|
(t)
|
|
1,189
|
-
|
|
Run of mine closing
stockpile
|
(Mt)
|
|
10.9
|
-
|
|
Low grade closing
stockpile
|
(Mt)
|
|
24.5
|
-
|
|
Gold dore sold
|
(oz)
|
|
3,916
|
-
|
|
Realised Gold Price
(A$4,226/oz)
|
£/oz
|
|
2,115
|
-
|
|
Revenue
|
(£m)
|
|
8.3
|
-
|
|
Net profit / (loss) after
tax
|
(£m)
|
|
18.0
|
(5.5)
|
Financial Position
§ Closing cash position of
£71.9 million (30 June 2024: £4.8 million)
§ Nil debt balance (30 June
2024: £41.5 million)
§ Net assets of £491.5
million (30 June 2024: £41.0 million)
HEALTH, SAFETY AND WELLBEING
Greatland's most important
priority is safety, keeping our employees, contractors and
communities safe and well. Our goal is to operate with zero
fatalities, minimise workplace injuries and prevent catastrophic
events. Greatland achieved its goal of maintaining a safe workplace
for all during the half year. There were no fatalities at the
Group's projects during the half year ended 31 December 2024 (31
December 2023: nil).
CORPORATE
Havieron-Telfer Acquisition
Greatland announced on 10
September 2024 that it had entered into a binding agreement with
certain Newmont Corporation subsidiaries (Newmont) to acquire Newmont's
70% ownership interest in the Havieron gold-copper project
(Havieron), 100% ownership
of the Telfer gold-copper mine, and other related interests in
assets in the Paterson region.
Greatland completed the
Havieron-Telfer Acquisition from Newmont on 4 December 2024
(Completion).
In connection with the
Havieron-Telfer Acquisition, a fully underwritten institutional placing to raise US$325
million (c. £248.6 million) (Institutional Placing) and retail offer
to raise US$8.8 million (c. £6.7 million) (Retail Offer), including commitments of
£0.3 million by certain Directors, was completed both gross before
associated fees. The Institutional Placing was oversubscribed and
successfully closed on 11 September 2024, and the Retail Offer
was oversubscribed and successfully closed on 12 September 2024. On
30 September 2024, a general meeting of shareholders approved
the Havieron-Telfer Acquisition and the issue of shares under the
Institutional Placing, the Retail Offer, and to a subsidiary of
Newmont Corporation pursuant to the Havieron-Telfer
Acquisition.
On 1 October 2024, the new
Greatland ordinary shares were issued under the Institutional
Placing and Retail Offer and admitted to trading,
comprising 5,179,010,416 Institutional Placing shares and
140,725,613 Retail Offer shares.
On Completion, trading in
Greatland's ordinary shares on AIM was simultaneously cancelled and
readmitted (Admission). Following Admission,
Greatland's issued share capital comprises 13,079,294,602 ordinary
shares each with one voting right per share. There are no
shares held in treasury.
At Completion Greatland paid the
upfront cash consideration of US$167.0
million (£130.2 million) (comprising of
US$155.1 million cash consideration and estimated purchase price
adjustments) and US$167.5 million
consideration in the form of 2,669,182,291
Greatland ordinary shares issued to Newmont based on the issue
price of the Institutional Placing (announced simultaneously with
the binding Sale and Purchase Agreement), representing 20.4% of
Greatland shares on issue. The fair value of the shares issued at
Completion was £200.2 million based on the share price on 4
December 2024.
Pursuant to the Havieron-Telfer
Acquisition agreement, the amount of the purchase price adjustments
has been estimated for the purposes of the adjustments paid on
Completion. A final adjustment will be calculated and made
following the preparation and agreement of a final post-completion
statement, with the final adjustment expected to be agreed by June
2025.
At Completion Greatland repaid
debt of US$52.4 million (£41.4 million), being the entire
outstanding balance of the Havieron joint venture loan to Newmont,
which has been terminated.
Greatland expects to pay the
following amounts to Newmont on a deferred basis:
§ A$32.6 million (£16.6
million) in aggregate estimated purchase price adjustments
for:
(i) ore mined and stockpiled
between 1 October 2024 and Completion and acquired by Greatland at
Completion, due by 3 June 2025;
(ii) to compensate Newmont for
running only one of the two Telfer processing trains from 27
October 2024 until Completion (thus preserving ore and stockpiles
for Greatland to process after Completion), due by 3 June
2025;
(iii) final purchase price
adjustments per the Sale and Purchase Agreement; and
§ Up to a maximum of US$100
million (£79.0 million) in deferred cash consideration
which may be payable to Newmont on the first five
years' Havieron gold production, through a 50% price upside
participation by Newmont above a US$1,850/oz hurdle gold price,
subject to an annual cap of US$50 million and aggregate cap of
US$100 million. The fair value of the deferred consideration has
been estimated at US$64.2 million (£50.7
million).
Debt facilities
On 10 September 2024 Greatland Pty
Ltd executed:
§ A commitment letter with
ANZ, HSBC and ING (together, the Banking Syndicate) in respect of a A$75
million (£38 million) working capital facility (Working Capital Facility) and a A$25
million (£13 million) contingent instrument facility (Contingent Instrument Facility);
and
§ A non-binding letter of
support with the Banking Syndicate, in respect of A$775 million
(£395 million) in proposed banking facilities, including A$750
million (£383 million) in facilities that would be available to
fund capital to complete the planned development of the Havieron
project.
On 3 December 2024 Greatland
executed the facility agreement with the Banks in respect of the
Working Capital Facility and Contingent Instrument Facility. At 31
December 2024, the Working Capital Facility remained undrawn and
A$9 million (£5 million) remained available under the Contingent
Instrument Facility.
During the December 2024 quarter
Greatland purchased AUD denominated gold put options for a premium
of A$9.9m (£4.9
million) from the Banking Syndicate
in respect of 150,000oz of gold, with an average strike price of
A$3,905 per ounce and a series of expiry dates through calendar
year 2025 (CY25), as
follows:
|
Quarter End
Date
|
Gold Volumes Under Options
(oz)
|
Average blended strike price
(A$ per oz)
|
|
31-Mar-2025
|
33,996
|
3,905
|
|
30-Jun-2025
|
46,302
|
3,905
|
|
30-Sep-2025
|
38,910
|
3,905
|
|
31-Dec-2025
|
30,792
|
3,905
|
|
Total
|
150,000
|
3,905
|
The put options establish a price
level at which Greatland has the right, but not the obligation, to
sell gold, therefore providing a minimum downside price protection
for the protected ounces while retaining full upside exposure to
the gold price across 100% of Telfer production volumes.
In September 2023 Greatland
entered into a A$50 million (£26.0
million) working capital facility with cornerstone
shareholder, Wyloo Consolidated Investments Pty Ltd.
During the period A$7 million (£3.6
million) was drawn down under the facility, and then subsequently
repaid from the proceeds of the equity raising described above and
the facility terminated.
Dividends
The Board of directors has not
declared a dividend for the period (31 December 2023:
Nil).
OPERATIONAL AND FINANCIAL REVIEW
Telfer, Western Australia (Greatland: 100%)
|
Telfer is an operating gold-copper
mine located in the Paterson Province of the East Pilbara region in
Western Australia. Telfer first produced gold in 1977 and has
produced more than 15Moz of gold to date.
Telfer is a fly-in fly-out mine
with both open pit and underground mining operations, an
established workforce and significant infrastructure. Gold and
copper are produced by a large processing facility comprising two
10Mtpa capacity trains, totalling 20Mtpa in nominal capacity, that
produces gold doré and a copper-gold concentrate.
Ore from Telfer is currently being
mined from the West Dome open pit and the Telfer underground.
Greatland is in the process of preparing an updated Telfer Mineral
Resource and Ore Reserve estimates.
Telfer's strategic positioning in
the Paterson region, with existing infrastructure and processing
capacity, de-risks, expedites and reduces the cost of completing
Havieron's development. As the only operating processing
infrastructure in the Paterson region with surplus capacity, Telfer
enables a 'hub and spoke' strategy to incorporate accretive
regional opportunities.
|
Greatland acquired 100% ownership
of Telfer from Newmont on 4 December 2024, on Completion of the
Havieron-Telfer Acquisition.
During the period of Greatland's
ownership from 4 December 2024 to 31 December 2024 (approximately
27 days):
§ 29,864oz of gold and 1,189t
of copper (33,882oz gold equivalent1) was produced at
Telfer;
§ 1,466kt of ore was
processed at Telfer, utilising both processing trains, with an
average grade of 0.77g/t Au and 0.11% copper, and recoveries of 82%
for gold and 72% for copper;
§ 639kt of ore was mined at
the Telfer West Dome open pit (total material movement mined of
1,177t) and 95kt of ore was mined at the Telfer
underground.
1 The gold equivalent (AuEq) for Telfer December 2024
production is calculated based on average daily commodity spot
prices for the period between 4 December 2024 (Acquisition
completion date) and 31 December 2024 of A$4,179/oz Au and
A$14,122/t Cu. The gold equivalent formula is AuEq oz = Au oz
produced + (Cu t produced * Copper Price / Gold Price). AuEq oz is
stated before payability reductions for treatment and refining
charges.
At 31 December 2024, estimated
stockpiles at Telfer were:
§ 10.9Mt run-of-mine
(ROM) stockpiles,
containing 247koz gold and 7.6kt copper; and
§ 24.5Mt low grade
stockpiles, containing 262koz gold and 12.2kt copper.
Significant evaluations commenced
during December 2024 to progress Telfer mine life extension
opportunities. This has confirmed near term extension opportunities
at the West Dome Open Pit in both Stage 7 and Stage 8 extension.
These cutbacks have been prioritised for final evaluation works to
enable a final investment decision in FY25. In addition, a
comprehensive review of all near-mine drilling priorities was
initiated in December 2024. This review has identified multiple
drilling targets that will be evaluated as part of the drilling
budget process.
Havieron, Western Australia (Greatland:
100%)
|
Havieron is a world-class high
grade underground gold-copper development project located
approximately 45km to the east of Telfer in the Paterson province
of Western Australia.
The Havieron deposit was
discovered by Greatland in 2018. It is one of the largest
high-grade gold discoveries in Australia of the last 20 years and
is the second largest undeveloped gold project by
Mineral Resource in Australia. Following discovery, Havieron was
advanced under an unincorporated joint venture between
Greatland and Newcrest (2019 - 2023), and then Newmont (2023 -
2024). Greatland consolidated 100% ownership of Havieron in
December 2024.
Havieron has a Mineral Resource
Estimate of 8.4Moz in total contained gold equivalent ounces
(AuEq2), completed by Greatland in December 2023. The
Havieron Mineral Resource estimate is contained within a compact
650 metre strike length and is currently defined over 1,200
vertical metres. The Havieron ore body has an exceptional ounce per
vertical metre profile, with the Mineral Resource estimate
averaging more than 9,150 gold equivalent ounces per vertical metre
through the top 300 metres of the ore body, and more than 7,900
gold equivalent ounces through the top 1,000 metres.
Early works commenced in January
2021 and are advanced, including 2,110 metres of development of the
underground main access decline, through 80% of the total depth to
the top of the Havieron ore body. Underground development is
currently paused prior to completion of Greatland's Feasibility
Study.
In September 2024, Greatland
published an independently reviewed 'base case' development and
mine plan for Havieron, with a 2.8Mtpa mining operation to produce
an average 258koz gold equivalent per annum in steady state (first
15 years) at lowest quartile costs, utilising the Telfer processing
infrastructure, with a 20-year total mine life commencing in 2027.
The development of Havieron is substantially de-risked by the
existing and significant Telfer infrastructure.
Greatland is currently completing
a Feasibility Study for the completion of Havieron's development,
targeted to be completed in 2025, which will refine the base case
and assess optimisation opportunities including potential
expansion.
|
2 The gold equivalent (AuEq) is based on assumed prices of
US$1,700/oz Au and US$3.75/lb Cu for Mineral Resource and
metallurgical recoveries based on block metal grade, reporting
approximately at 87% for Au and 87% for Cu which in both cases
equates to a formula of approximately AuEq = Au (g/t) +
1.6 Cu (%). It is the company's
opinion that all the elements included in the metal equivalents
calculation have a reasonable potential to be recovered and
sold.
On 10 September 2024, in
connection with the Havieron-Telfer acquisition,
Greatland published an independently reviewed
'base case' development and mine plan for Havieron, which is
for:
§ Havieron to operate with a
steady state mining throughput rate of 2.8Mtpa and average grade
processed of 2.74g/t Au and 0.32% Cu;
§ Havieron ore to be
processed through the Telfer processing facility, with utilisation
of a single processing train through Telfer's Train 1 circuit at
750t/h, on a campaign basis at approximately 50%
utilisation;
§ Havieron to produce on
average 221koz Au and 8kt Cu (258koz AuEq) annually during steady
state operations, first 15 years, at an AISC of US$818/oz
(A$1,240/oz);
§ a steady state operational
period of 15 years and total mine life of 20 years; and
§ first ore production from
Havieron in H2 2026 and first gold in H2 2027.
The Greatland Feasibility Study
for the completion of Havieron's development is underway and
targeted to be completed in H2 2025. The Feasibility Study
will seek to refine the base case described above, incorporate
optimisation opportunities to the extent these are identified and
validated, and will include an executable project schedule and
capital expense estimate.
During the December 2024 quarter
Greatland's Feasibility Study works progressed, including the
following key activities:
§ Finalised scoping of the
Feasibility Study, validated key technical decisions, confirmed
Feasibility Study inputs;
§ Shortlisted engineering and
technical consultants and tendered Feasibility Study packages;
and
§ Scoped early works package
for ventilation shaft development (critical path), with technical
and commercial clarifications largely resolved. Greatland is
working to de-risk this package and secure availability of key
construction equipment.
Paterson South Farm-In and Joint Venture Arrangement, Western
Australia (Greatland earning up to 75%)
|
In May 2023, Greatland entered
into the Paterson South farm-in and joint venture agreement with
Rio Tinto Exploration Pty Ltd (RTX), a wholly-owned subsidiary of
global mining group Rio Tinto, to accelerate exploration at nine
exploration licences (Paterson
South Tenements) which collectively cover
1,537km2 of highly prospective tenure within the
Paterson region of Western Australia, near Havieron.
Greatland has the right to earn up
to a 75% interest in the Paterson South Tenements by spending at
least A$21.1 million and completing 24,500 metres of drilling
as part of a two-stage farm-in over seven years. Greatland achieved
the stage one minimum commitment under the farm-in arrangement by
completing 2,000 metres of drilling and A$1.1 million of
expenditure in FY24.
|
During the period, reverse
circulation (RC) drilling
(4 holes for 990 metres) was completed at the Chilly prospect at
Strickland (E45/4807), and diamond drilling at Triangle South
(E45/5532) at the Teague prospect (4 holes for ~1200m) and Skylar
(E45/5351) (6 holes for ~2,500m) at the Bootstrap Leon and Skylar
prospects.
RC drilling results from the
Chilly prospect were reported on 7 November 2024 (refer to
Greatland's RNS announcement titled "Paterson Exploration Update")
and included 37m at 0.13% Cu and 0.21g/t Au including
1m at 6.1g/t Au in first pass reconnaissance drilling.
The mineralisation is considered open along strike and down dip and
follow up drilling is planned for CY25.
Encouraging alteration and
sulphides were intercepted in diamond drill holes at Teague and
Skylar. Results for the drilling will be reported in CY25 once all
assays have been received.
A gravity survey was undertaken at
the Atlantis prospect on the Budjidowns (E45/4815) tenement in
FY2024. Modelling of the Atlantis gravity during the period has
identified four targets with drilling planned in CY25.
During FY24 a surface sampling
program was undertaken on the Wilki Lakes (E45/5576) tenement.
Assays returned in HY25 showed no significant results.
Soil sampling was completed at the
Calypso prospect on Basel (E45/5122) and returned elevated
pathfinder alteration minerals. Follow up air core (AC) drilling is planned for
CY25.
Exploration, Western Australia (Greatland:
100%)
Telfer near mine exploration
|
The Havieron-Telfer Acquisition
included the acquisition of 782km2 of highly prospective
tenure along strike from Telfer, including 14 exploration licenses
and 44 Mining leases outside the Telfer operations area.
|
During the period a review of
existing work was commenced identifying several targets with high
prospectivity. The planned exploration program for CY25 includes a
significant drilling program of ~12,000m, geophysics including
Induced Polarisation (IP) and magnetic surveys and surface sampling
programs across several targets.
Paterson Regional Project
|
Greatland's wider Paterson region
exploration projects comprise of the Scallywag, Juri and Canning
projects:
§ Scallywag comprises four wholly-owned granted exploration
licences: Scallywag, Rudall, Black Hills North and Havieron West
located adjacent to and around Havieron. Exploration work is
focused on the discovery of intrusion related gold-copper deposits
similar to Havieron, Telfer and Winu.
§ Juri
comprises two wholly-owned granted exploration licences: Paterson
Range East and Black Hills located to the north of Havieron. Juri
was previously a joint venture with Newcrest (2019 - 2023) and then Newmont (2023 - 2024), with Greatland
consolidating 100% ownership in December 2024.
§ The
Canning project comprises two wholly-owned granted exploration
licences: Canning and Salvation Well and was voluntarily
relinquished on 7 January 2025, following modelling showing depth
to basement at >500m and negative results from a magnetotelluric
survey.
|
During the period, Greatland
completed diamond core drilling on the
Scallywag exploration licence at London with two diamond holes for
~1,800m testing a Magneto-telluric electromagnetic conductor. The
anomaly was resolved as a greater conductive cover depth and no
significant mineralisation was encountered.
The Scallywag and Juri projects
will now be combined into the greater Scallywag project.
Ernest Giles
|
The Ernest Giles project consists
of five granted wholly-owned adjoining exploration licences:
Calanchini, Peterswald, Westwood North, Westwood West and Mount
Smith, which are located approximately 250km north-east of the town
of Laverton in the Yilgarn region of Western Australia. Ernest
Giles is an underexplored Archean greenstone belt which lies within
the highly mineralised Yilgarn Craton, to the north of the
world-class Tropicana and Gruyere gold mines.
|
Greatland's planned exploration
program at Ernest Giles for FY25 includes a regional geophysics
program across the project tenure, as well as a targeted IP survey
and 6,000m of drilling at the Meadows prospect.
Panorama
|
The Panorama project consists of
three granted wholly-owned adjoining exploration licences:
Panorama, Panorama North and Panorama East, located in the Pilbara
region of Western Australia. The tenements are considered by
Greatland to be highly prospective for gold and nickel.
|
In November 2023 Greatland
announced the results of a surface sampling program at Panorama,
with results including 27 soil samples from the Ni_04 prospect
returning above 0.1% nickel over a 1.4km strike extent, and a peak
result of 0.3% nickel in a rock chip sample.
These samples sit within the
Dalton Suite ultramafics, which the results confirmed as nickel
enriched and a potential primary nickel sulphide host. The large
extent of the prospective Dalton Suite ultramafics within the
Panorama tenure, and the existence of several untested highly
prospective conductors, presents the potential for a substantial
nickel discovery at Panorama. Greatland is planning its next steps
to effectively test both the geochemical and geophysical anomalies
on the tenure.
Bromus
|
The Bromus project consists of two
granted wholly-owned adjoining exploration licences: Bromus and
Bromus West which are considered prospective for nickel, lithium
and gold, located approximately 20km southwest of the town of
Norseman in southern Western Australia.
|
The Bromus project was not
actively explored during the period. In February 2025, the Group
sold its Bromus Exploration Licence E63/1952 to a subsidiary of
Ordell Minerals Limited (ASX:ORD) Ricochet Romance Pty Ltd
(Ricochet Romance) in
exchange for the allotment and issue of 125,000 fully paid ordinary
shares in Ordell Minerals Limited. Additionally, as part of the
tenement sale the Group surrendered Exploration Licence E63/1506 to
Ricochet Romance the same subsidiary of Ordell Minerals Limited for
cash consideration of £0.1 million.
Mt Egerton
|
The Mt Egerton project consists of
four granted wholly-owned exploration licences, Woodlands Munjang,
Mt Egerton and Egerton West, located approximately 230km north of
the town of Meekatharra gold camp in central Western Australia. The
Mt Egerton project is considered prospective for gold and
copper.
|
During the period, the Mt Egerton
project grew with the grant of a further four tenements, Munjang
(E52/4361), Mt Egerton (E52/4362), Egerton West (E52/4389) and
Combine Bore (E52/4432) for a total land holding of
482.5km2. The land access agreement was also progressed
during the period.
Senior management changes
During December 2024, Dean Horton
resigned as Chief Financial Officer to pursue other opportunities.
Greatland thanks Mr Horton for his contribution, including towards
the successful debt finance process in connection with the
acquisition, and wishes him the best in his future
endeavours. Monique Connolly has been appointed as Chief
Financial Officer, a role she has previously held and excelled
in.
With effect from 4 March 2025,
Joanne McDonald has been appointed Joint Company Secretary. Ms
McDonald has over 18 years of experience in senior management and
executive roles within the mining industry. Prior to joining the
Company, Joanne was Company Secretary and Head of Corporate Affairs
of IGO Limited, an ASX100 mining and exploration company. Ms
McDonald holds a Master's degree in Corporate Governance, and is a
Fellow of the Governance Institute of Australia.
Significant events after the balance date
In January 2025, financial close
was achieved in respect of the A$75 million (£38 million) Working
Capital Facility (described above).
In January 2025, the Group
recorded its maiden concentrate shipment, the proceeds from the
sale were £48.0 million and were received on 23 January
2025.
In February 2025, the Group sold
its Bromus Exploration Licence E63/1952 to a subsidiary of Ordell
Minerals Limited in exchange for the allotment and issue of 125,000
fully paid ordinary shares in Ordell Minerals Limited.
Additionally, as part of the tenement sale the Group surrendered
Exploration Licence E63/1506 to Ricochet Romance, the same
subsidiary of Ordell Minerals Limited, for cash consideration of
£0.1 million.
|
Consolidated Statement of Cash
Flows
for the half-year ended 31
December 2024
|
|
|
Note
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Cash flows from operating activities
|
|
|
|
|
Profit / (loss) for the period
after income tax
|
|
18,033
|
(5,466)
|
|
Adjustments for:
|
|
|
|
|
Share-based payment
expense
|
20
|
2,070
|
1,639
|
|
Depreciation and
amortisation
|
|
2,669
|
82
|
|
Other non-cash items
|
|
42
|
6
|
|
Finance costs
|
7
|
773
|
162
|
|
Unwind of discount on
provisions
|
7
|
(376)
|
12
|
|
Unrealised foreign exchange
(gain)
|
|
(7,591)
|
(1,208)
|
|
Investing interest
income
|
7
|
(2,058)
|
(594)
|
|
Lease liability interest
expense
|
7
|
6
|
6
|
|
Movement in operating assets / liabilities:
|
|
|
|
|
Increase in other current
assets
|
|
(4,605)
|
(68)
|
|
(Increase) / decrease in trade and
other receivables
|
|
(5,684)
|
15
|
|
(Increase) / decrease in
inventories
|
|
(20,822)
|
-
|
|
(Increase) in deferred tax
asset
|
8
|
(22,194)
|
-
|
|
Increase / (decrease) in payables
& other liabilities
|
|
27,567
|
(2,199)
|
|
Increase in provisions
|
|
5,019
|
21
|
|
Net cash outflow from operating activities
|
|
(7,151)
|
(7,592)
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Cash consideration for
Telfer-Havieron acquisition
|
21
|
(130,177)
|
-
|
|
Interest received
|
|
1,902
|
646
|
|
Payments for mine development and
fixed assets
|
|
(7,075)
|
(4,743)
|
|
Payments in advance for joint
venture contributions
|
|
(210)
|
(6,409)
|
|
Net cash outflow from investing activities
|
|
(135,560)
|
(10,506)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from issue of
shares
|
19
|
255,348
|
199
|
|
Transaction costs from issue of
shares
|
19
|
(7,236)
|
-
|
|
Proceeds from
borrowings
|
|
3,588
|
-
|
|
Repayment of borrowings
|
|
(44,517)
|
-
|
|
Repayment of lease
obligations
|
|
(927)
|
(56)
|
|
Payments for prepaid borrowing
costs and interest paid
|
|
(478)
|
(823)
|
|
Net cash inflow / (outflow) from financing
activities
|
|
205,778
|
(680)
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash
equivalents
|
|
63,067
|
(18,778)
|
|
Effects of exchange rate
differences on cash and cash equivalents
|
|
4,067
|
295
|
|
Cash and cash equivalents at the
beginning of the period
|
|
4,808
|
31,149
|
|
Cash and cash equivalents at the end of the
period
|
|
71,942
|
12,666
|
The above Consolidated Statement
of Cash Flows should be read in conjunction with the accompanying
notes.
Notes to the Consolidated Financial
Statements
for the half-year ended 31
December 2024
1 CORPORATE
INFORMATION
The half-year consolidated
financial statements of Greatland Gold plc and its subsidiaries
(collectively, the Group)
for the six months ended 31 December 2024 were authorised for issue
in accordance with a resolution of the Directors on 4 March
2025.
Greatland is a company
incorporated in England and Wales whose shares are publicly traded
on the AIM market (AIM: GGP). The nature of the operations and
principal activities of the Company are described in the Directors'
Report.
2 BASIS OF
PREPARATION
The consolidated financial
statements for the half-year ended 31 December 2024 are general
purpose condensed financial statements prepared in accordance with
IAS 34 Interim Financial
Reporting and UK-adopted international accounting standards
and are presented in sterling (£). The financial information does
not constitute statutory accounts within the meaning of section 434
of the Companies Act 2006.
The information relating to the half-year periods to 31 December
2024 and 31 December 2023 are unaudited. PKF Littlejohn LLP has
issued an independent review report on the half-year periods 31
December 2024 and 31 December 2023.
The half-year consolidated
financial statements do not include all the information and
disclosures required in the annual financial statements, and should
be read in conjunction with the Group's annual financial statements
as at 30 June 2024 and considered together with any public
announcements made by Greatland during the half-year ended 31
December 2024. The annual report of the Group for the year ended 30
June 2024 is available at http://greatlandgold.com. The report of
auditors on those financial statements was unqualified.
The accounting policies adopted
are consistent with those applied by the Group in the preparation
of the annual consolidated financial statements for the year ended
30 June 2024 except as noted below relevant notes. The Group has
not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective.
The amounts contained in this
financial report have been rounded to the nearest £1,000 where
noted (£000) under the option available to the Company under the
Companies Act 2006.
3 SEGMENTAL
INFORMATION
Operating segments are reported in
a manner that is consistent with the internal reporting to the
Board and the executive management team (the chief operating
decision makers). Greatland operates two segments being:
§ Telfer operations and
Havieron mine development in Western Australia
§ Exploration and evaluation of
minerals in Australia
|
Segment Results for the half year ended 31 December
2024
|
|
|
Telfer and
Havieron
£'000
|
Exploration and
Evaluation
£'000
|
Total
£'000
|
|
Revenue
|
|
|
8,291
|
-
|
8,291
|
|
Cost of sales, excluding
depreciation
|
|
|
(2,923)
|
-
|
(2,923)
|
|
Segment gross profit
|
|
|
5,368
|
-
|
5,368
|
|
Exploration and evaluation
costs
|
|
|
(15)
|
(2,365)
|
(2,380)
|
|
Segment EBITDA
|
|
|
5,353
|
(2,365)
|
2,988
|
|
Segment Results for the half year ended 31 December
2023
|
|
|
Telfer and
Havieron
£'000
|
Exploration and
Evaluation
£'000
|
Total
£'000
|
|
Revenue
|
|
|
-
|
-
|
-
|
|
Cost of sales
|
|
|
-
|
-
|
-
|
|
Segment gross profit
|
|
|
-
|
-
|
-
|
|
Exploration and evaluation
costs
|
|
|
(126)
|
(2,589)
|
(2,715)
|
|
Segment EBITDA
|
|
|
(126)
|
(2,589)
|
(2,715)
|
3 SEGMENTAL INFORMATION
(CONTINUED)
Segment EBITDA is a non-IFRS
measure, being earnings before interest, tax, depreciation and
amortisation and is calculated as follows: profit before income tax
plus depreciation, amortisation, impairment, share based payments,
corporate, projects and finance costs, less interest
income.
Interest income, corporate related
finance costs and acquisition costs are not allocated to the
operating segments as this type of activity is driven by the
central finance function which manages the cash position of the
Group.
Segment EBITDA reconciles to
profit before income tax from continuing operations for the half
year ended 31 December 2024 as follows:
|
Results for the half year ended 31 December
2024
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Segment EBITDA
|
2,988
|
(2,715)
|
|
Administrative expenses
|
(4,984)
|
(2,704)
|
|
Share-based payment
expense
|
(2,070)
|
(1,639)
|
|
Acquisition and integration
costs
|
(6,757)
|
-
|
|
Foreign exchange gains
|
7,591
|
1,185
|
|
Depreciation and
amortisation
|
(2,584)
|
-
|
|
Finance income
|
2,058
|
594
|
|
Finance costs
|
(403)
|
(187)
|
|
Loss before income tax
|
(4,161)
|
(5,466)
|
|
Assets and liabilities as at 31 December
2024
|
|
|
Telfer and
Havieron
£'000
|
Exploration and
Evaluation
£'000
|
Total
£'000
|
|
Segment assets
|
|
|
739,061
|
929
|
739,990
|
|
Segment liabilities
|
|
|
(303,987)
|
(8,230)
|
(312,217)
|
|
Net assets / (liabilities)
|
|
|
435,074
|
(7,301)
|
427,773
|
|
Assets and liabilities as at 30 June 2024
|
|
|
Telfer and
Havieron
£'000
|
Exploration and
Evaluation
£'000
|
Total
£'000
|
|
Segment assets
|
|
|
84,429
|
787
|
85,216
|
|
Segment liabilities
|
|
|
(41,245)
|
(6,099)
|
(47,344)
|
|
Net assets / (liabilities)
|
|
|
43,184
|
(5,312)
|
37,872
|
|
Assets
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Segment assets
|
739,990
|
85,216
|
|
Unallocated:
|
|
|
|
Right of use assets
|
161
|
210
|
|
Property, plant and
equipment
|
29
|
7
|
|
Cash & cash
equivalents
|
64,777
|
4,169
|
|
Trade and other
receivables
|
147
|
5
|
|
Other current assets
|
1,286
|
357
|
|
Total assets
|
806,390
|
89,964
|
3 SEGMENTAL INFORMATION
(CONTINUED)
|
Liabilities
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Segment liabilities
|
(312,217)
|
(47,344)
|
|
Unallocated:
|
|
|
|
Trade and other
payables
|
(2,322)
|
(1,338)
|
|
Lease liabilities
|
(94)
|
(210)
|
|
Provisions
|
(214)
|
(117)
|
|
Total liabilities
|
(314,847)
|
(49,009)
|
4 REVENUE
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Revenue from contracts with
customers
|
|
|
|
|
Gold - Bullion
|
|
8,280
|
-
|
|
Silver - Bullion
|
|
11
|
-
|
|
Total revenue
|
|
8,291
|
-
|
Revenue recognition
Revenue from the sale of goods is
recognised when the Group satisfies its performance obligations
under its contract with the customer, by transferring such goods to
the customer's control. Control is generally determined to be when
risk and title to the goods pass to the customer.
Bullion revenue is recognised at a
point in time upon transfer of control to the customer and is
measured at the amount to which the Group expects to be entitled
which is based on the deal agreement.
Concentrate revenue is generally
recognised upon receipt of the bill of lading when the goods are
delivered for shipment under Cost, Insurance and Freight
(CIF) Incoterms. The
freight service on export concentrate contracts with CIF Incoterms
represents a separate performance obligation to the transfer of the
concentrate product itself and is separately disclosed where
material.
The terms of metal in concentrate
sales contracts with third parties contain provisional pricing
arrangements whereby the selling price for metal in concentrate is
based on prevailing spot prices on a specified future date after
shipment to the customer (quotation period). Adjustments to the
sales price occur based on movements in quoted market prices up to
the date of final settlement. The period between provisional
invoicing and final settlement is typically between one and four
months. Revenue on provisionally priced sales is recognised based
on the estimated fair value of the total consideration receivable
and is net of deductions related to treatment and refining charges.
Subsequent changes in fair value are recognised in the Income
Statement each period until final settlement and presented as part
of 'Other Income/Expenses'.
5 COST OF SALES
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Site production costs
|
|
24,119
|
-
|
|
Royalties
|
|
115
|
-
|
|
Selling costs
|
|
44
|
-
|
|
Inventory movements
|
|
(21,355)
|
-
|
|
Depreciation and
amortisation
|
|
2,584
|
-
|
|
Total cost of sales
|
|
5,507
|
-
|
6 ADMINISTRATIVE
EXPENSES
|
|
Note
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Employee benefits
|
|
2,658
|
1,337
|
|
Corporate depreciation and
amortisation
|
|
43
|
43
|
|
Share-based payment
expense
|
20
|
2,070
|
1,639
|
|
Other administrative
|
|
2,283
|
1,324
|
|
Total administrative expenses
|
|
7,054
|
4,343
|
7 FINANCE INCOME AND FINANCE
COSTS
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Finance income
|
|
|
|
|
Interest income
|
|
2,058
|
594
|
|
Total finance income
|
|
2,058
|
594
|
|
Finance costs
|
|
|
|
|
Interest on lease
liabilities
|
|
(6)
|
(6)
|
|
Finance facility fees
|
|
(773)
|
(162)
|
|
Unwinding of discount on
provisions1
|
|
376
|
(12)
|
|
Other
|
|
-
|
(7)
|
|
Total finance costs
|
|
(403)
|
(187)
|
1 Amount relates to the adjustment of rehabilitation,
restoration and dismantling provisions as part of the
Telfer-Havieron acquisition.
8 INCOME TAX
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
a) Income tax recognised in profit or
loss expense
|
|
|
|
|
Current tax
|
|
-
|
-
|
|
Deferred tax
|
|
(22,194)
|
-
|
|
Total income tax expense / (benefit) relating to the
continuing operations
|
|
(22,194)
|
-
|
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
b) Tax reconciliation
|
|
|
|
|
Loss before income tax
|
|
(4,161)
|
(5,466)
|
|
Weighted average applicate rate of
tax of 19% (2023: 17%)
|
|
(771)
|
(916)
|
|
Increase / (decrease) in income tax expense due
to:
|
|
|
|
|
Share-based payment
expense
|
|
621
|
492
|
|
Other non-deductibles
|
|
598
|
-
|
|
Temporary differences
|
|
(23,031)
|
(1,233)
|
|
Net deferred tax assets not
brought to account
|
|
389
|
1,657
|
|
Total current year income tax (benefit) /
expense
|
|
(22,194)
|
-
|
8 INCOME TAX
(CONTINUED)
|
|
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
c) Temporary Differences Brought to
Account
|
|
|
|
|
Deferred Tax Assets
|
|
|
|
|
Australian tax losses
|
|
20,125
|
-
|
|
Provisions &
accruals
|
|
10,492
|
-
|
|
Right of use asset / lease
liabilities
|
|
63
|
-
|
|
Other temporary
differences
|
|
2,706
|
-
|
|
|
|
|
|
|
Deferred Tax Liabilities
|
|
|
|
|
Property, plant and
equipment
|
|
(4,910)
|
-
|
|
Mine development
|
|
(8,424)
|
-
|
|
Exploration and evaluation
assets
|
|
(5,344)
|
-
|
|
Resource development
|
|
(3,711)
|
-
|
|
Prepayments
|
|
(30)
|
-
|
|
Net deferred tax asset / (liability)
recognised
|
|
10,967
|
-
|
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
d) Deferred Tax Recognised Directly in
Equity
|
|
|
|
|
Relating to investments /
financial instruments
|
|
817
|
-
|
|
Net deferred tax asset / (liability)
recognised
|
|
817
|
-
|
Items for which no deferred tax
assets have been recognised are attributable to the
following:
|
Unrecognised deferred tax assets
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Unused tax losses for which no
deferred tax asset has been recognised1
|
|
3,580
|
23,761
|
|
Rehabilitation, restoration and
dismantling provision
|
|
41,865
|
-
|
|
Potential tax benefit - average effective tax rate of
29%
|
|
45,445
|
23,761
|
1 Losses relate to unrecognised UK revenue losses, unrecognised
Australian revenue losses for which no deferred tax assets have
been recognised are nil.
9 TRADE AND OTHER
RECEIVABLES
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Trade receivables
|
|
4,507
|
-
|
|
GST receivable
|
|
330
|
29
|
|
Sundry
debtors1
|
|
16,288
|
108
|
|
Total trade and other receivables
|
|
21,125
|
137
|
1 Included in sundry debtors is £15.2 million of employee
accrued entitlements relating to employees who transferred as part
of the Telfer-Havieron Acquisition which Newmont is contractually
obliged under the Sale and Purchase Agreement to reimburse 70% of
these benefits if they are crystallised before 30 June 2026. The
provision for 100% of these employee entitlements is included in
Note 16.
10 INVENTORIES
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Ore stockpiles
|
|
100,717
|
-
|
|
Gold in circuit
|
|
20,484
|
-
|
|
Finished goods
|
|
2,053
|
-
|
|
Consumable stores
|
|
36,587
|
-
|
|
Total inventories
|
|
159,841
|
-
|
Inventories
Ore stockpiles, gold in circuit,
and finished goods are physically measured or estimated and valued
at the lower of cost and net realisable value. Cost represents the
weighted average cost and includes direct costs and an appropriate
portion of fixed and variable production overhead expenditure,
including depreciation and amortisation, incurred in converting
materials into finished goods. Net realisable value is the
estimated selling price in the ordinary course of business, less
estimated costs of completion and estimated costs necessary to make
the sale.
Ore stockpiles which are not
scheduled to be processed in the twelve months after the reporting
date are classified as non-current inventory. The Group believes
the processing of these stockpiles will have a future economic
benefit to the Group and accordingly values these stockpiles at the
lower of cost and net realisable value.
Materials and supplies are valued
at the lower of cost and net realisable value. Any allowance for
obsolescence is determined by reference to stock items
identified.
11 EXPLORATION AND EVALUATION
ASSETS
|
|
|
Note
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Opening balance 1 July 2024
|
|
|
237
|
264
|
|
Acquired as part of
Telfer-Havieron acquisition
|
|
21
|
59,155
|
-
|
|
Additions
|
|
|
-
|
-
|
|
Disposals
|
|
|
-
|
(27)
|
|
Exchange differences
|
|
|
(1,423)
|
-
|
|
Closing balance at 31 December 2024
|
|
|
57,969
|
237
|
12 MINE DEVELOPMENT
|
|
|
Note
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Opening balance 1 July 2024
|
|
|
82,174
|
59,931
|
|
Acquired as part of
Telfer-Havieron acquisition
|
|
21
|
296,042
|
-
|
|
Additions
|
|
|
1,356
|
16,386
|
|
Amortisation
|
|
|
(405)
|
-
|
|
Capitalised borrowing
costs
|
|
|
2,407
|
5,767
|
|
Exchange differences
|
|
|
(11,689)
|
90
|
|
Closing balance at 31 December 2024
|
|
|
369,885
|
82,174
|
Depreciation and Amortisation
Items of mine development are
depreciated over their estimated useful lives.
The Group uses the units of
production basis when depreciating mine-specific assets which
results in a depreciation charge proportional to the depletion of
the anticipated remaining life of mine production. Each item's
economic life has due regard to both its physical life limitations
and to present assessments of economically recoverable reserves of
the mine property at which it is located.
13
PROPERTY, PLANT AND EQUIPMENT
|
|
Motor
Vehicles
£'000
|
Property, Plant &
Equipment
£'000
|
IT
Equipment
£'000
|
Assets Under
Construction
£'000
|
Total
£'000
|
|
Opening net book amount 1 July 2023
|
47
|
22
|
15
|
-
|
84
|
|
Additions
|
57
|
-
|
12
|
-
|
69
|
|
Disposals
|
(2)
|
-
|
-
|
-
|
(2)
|
|
Depreciation
|
(11)
|
(10)
|
(8)
|
-
|
(29)
|
|
Exchange differences
|
(5)
|
-
|
-
|
-
|
(5)
|
|
Closing net book value 30 June 2024
|
86
|
12
|
19
|
-
|
117
|
|
Cost
|
179
|
191
|
32
|
-
|
402
|
|
Accumulated
depreciation
|
(93)
|
(179)
|
(13)
|
-
|
(285)
|
|
Net book amount 30 June 2024
|
86
|
12
|
19
|
-
|
117
|
|
Acquired as part of
Telfer-Havieron acquisition (Note 21)
|
-
|
92,604
|
132
|
-
|
92,736
|
|
Additions
|
-
|
-
|
27
|
6,064
|
6,091
|
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
Depreciation
|
(7)
|
(1,453)
|
(7)
|
-
|
(1,467)
|
|
Exchange differences
|
(4)
|
(2,160)
|
(6)
|
(200)
|
(2,370)
|
|
Closing net book value 31 December 2024
|
75
|
89,003
|
165
|
5,864
|
95,107
|
|
Cost
|
91
|
90,418
|
181
|
5,864
|
96,554
|
|
Accumulated
depreciation
|
(16)
|
(1,415)
|
(16)
|
-
|
(1,447)
|
|
Net book amount 31 December 2024
|
75
|
89,003
|
165
|
5,864
|
95,107
|
14 TRADE AND OTHER
PAYABLES
|
|
Note
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Trade and other
payables
|
|
7,306
|
624
|
|
Payroll tax and other statutory
liabilities
|
|
557
|
171
|
|
Accruals
|
|
33,100
|
4,399
|
|
Deferred consideration
|
21
|
16,199
|
-
|
|
Deferred put option
premium
|
|
4,943
|
-
|
|
Total trade and other payables
|
|
62,105
|
5,197
|
15 BORROWINGS
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Borrowings
|
|
-
|
41,493
|
|
Total non-current borrowings
|
|
-
|
41,493
|
During the period Greatland made a
US$52.4 million cash repayment of the entire outstanding balance of
the loan with Newcrest Operations Limited, a wholly owned
subsidiary of Newmont Corporation (Newmont), which has now been terminated
as part of the Telfer-Havieron Acquisition. Refer to Note 21 for
further details.
On 3 December 2024, the Company
executed a Syndicated Facility Agreement and related documentation
with ANZ, HSBC and ING for a A$75 million (c.£37.5 million) Working
Capital Facility and A$25 million (c.£12.5 million) Contingent
Instrument Facility. As at 31 December 2024 the Working Capital
Facility was undrawn.
At 31 December 2024, the Group had
drawn £7.9 million in bank guarantees under the Contingent
Instrument Facility.
16 PROVISIONS
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Current provisions
|
|
|
|
|
Employee entitlements
|
|
28,701
|
-
|
|
Other
provisions1
|
|
25,390
|
-
|
|
Total current provisions
|
|
54,091
|
-
|
|
Non-current provisions
|
|
|
|
|
Employee entitlements
|
|
2,399
|
98
|
|
Rehabilitation, restoration and
dismantling
|
|
139,008
|
1,898
|
|
Other provisions
|
|
13
|
14
|
|
Total non-current provisions
|
|
141,420
|
2,010
|
|
Total provisions
|
|
195,511
|
2,010
|
1 Other provisions include estimates of stamp duty payable of
£17.6 million on the Telfer-Havieron acquisition. Refer to Note 21
for further details.
17 DERIVATIVE FINANCIAL
INSTRUMENTS
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Current assets
|
|
|
|
|
Commodity put options - cash flow
hedges
|
|
2,269
|
-
|
During the period, subsidiary Greatland Pty Ltd entered into AUD
denominated gold put option contracts for a premium of A$9.9
million (£4.9
million) (from the Banking
Syndicate in respect of 150,000oz of gold from 1 February 2025 to
31 December 2025.
|
|
|
31 Dec
2024
£'000
|
30 Jun
2024
£'000
|
|
Carry amounts
|
|
2,269
|
-
|
|
Notional amount (oz)
|
|
150,000
|
-
|
|
Average strike price /
oz
|
|
A$3,905
|
-
|
|
Maturity dates
|
|
Feb-25
to
Dec-25
|
-
|
|
Hedge ratio
|
|
1:1
|
-
|
|
Change in intrinsic value of
outstanding hedge instruments since inception
|
|
-
|
-
|
|
Change in value of hedged item
used to determine hedge ineffectiveness
|
|
-
|
-
|
Derivative financial instruments
The Group uses derivative
financial instruments to manage certain market risks. Derivatives
are initially recognised at fair value on the date a derivative
contract is entered into and are subsequently remeasured to their
fair value at each reporting date. The resulting gain or loss is
recognised in the Income Statement immediately unless the
derivative is designated and effective as a hedging instrument, in
which event, the timing of recognition in the Income Statement
depends on the nature of the hedge relationship.
For instruments in hedging
transactions, the Group formally designates and documents the
relationship between hedging instruments and hedged items at the
inception of the transaction, as well as its risk management
objective and strategy for undertaking various hedge
transactions.
The effective portion of changes
in the fair value of derivatives that are designated and qualify as
cash flow hedges are recognised in Other Comprehensive Income
(OCI) and accumulated in
the Cash Flow Hedge Reserve in equity. Any gain or loss relating to
an ineffective portion is recognised immediately in the Income
Statement. Amounts accumulated in the Hedge Reserve are transferred
to the Income Statement in the periods when the hedged item affects
the Income Statement, for instance when the forecast sale that is
hedged takes place.
17 DERIVATIVE FINANCIAL INSTRUMENTS
(CONTINUED)
Hedge accounting is discontinued
when the hedging instrument expires or is sold, terminated or
exercised, if it no longer qualifies for hedge accounting or if the
Group changes its risk management objective for the hedging
relationship. At that point in time, any cumulative gain or loss on
the hedging instrument recognised via OCI remains deferred in the
Cash Flow Hedge Reserve until the original forecasted transaction
occurs. When the forecasted transaction is no longer expected to
occur, the cumulative gain or loss that was deferred in the Cash
Flow Hedge Reserve is recognised immediately in the Income
Statement.
If a hedging instrument being used
to hedge a commitment for the purchase or sale of gold or copper is
redesignated as a hedge of another specific commitment and the
original transaction is still expected to occur, the gains and
losses that arose on the hedging instrument prior to its
redesignation are deferred and included in the measurement of the
original purchase or sale when it takes place. If the hedging
instrument is redesignated as a hedge of another commitment because
the original purchase or sale transaction is no longer expected to
occur, the gains and losses that arose on the hedge prior to its
redesignation are recognised in the Income Statement at the date of
the redesignation.
18 DEFERRED TAX
|
Deferred Tax Asset
|
|
Tax losses
£'000
|
Provisions
£'000
|
Right of use asset / lease
liabilities
£'000
|
Other
£'000
|
Total
£'000
|
|
At 1 July 2024
|
|
-
|
-
|
-
|
-
|
-
|
|
Acquired as part of
Telfer-Havieron Acquisition (Note 21)
|
|
-
|
6,996
|
3,826
|
-
|
10,822
|
|
(Charged) / credited to profit or
loss
|
|
20,125
|
3,496
|
(3,762)
|
2,706
|
22,565
|
|
Recognised directly in
equity
|
|
-
|
-
|
-
|
817
|
817
|
|
At 31 December 2024
|
|
20,125
|
10,492
|
64
|
3,523
|
34,204
|
|
Deferred Tax Liabilities
|
|
Property, plant and
equipment
£'000
|
Mine development
£'000
|
Exploration and evaluation
assets
£'000
|
Resource development
£'000
|
Prepayments
£'000
|
Total
£'000
|
|
At 1 July 2024
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Acquired as part of
Telfer-Havieron Acquisition (Note 21)
|
|
(8,755)
|
(8,133)
|
(5,160)
|
-
|
-
|
(22,048)
|
|
(Charged) / credited to profit or
loss
|
|
3,845
|
(291)
|
(184)
|
(3,711)
|
(30)
|
(371)
|
|
At 31 December 2024
|
|
(4,910)
|
(8,424)
|
(5,344)
|
(3,711)
|
(30)
|
(22,419)
|
|
Net deferred tax assets
|
|
|
|
|
|
|
11,785
|
Key estimate and
judgements
Judgement is applied in
determining whether a deferred a deferred tax asset is recognised
for deductible temporary differences and unused tax losses.
Deferred tax assets are recognised only if it is probable that
future forecast taxable profits are available to utilise those
temporary differences and losses, and the tax losses continue to be
available having regard to relevant tax legislation associated with
their recoupment.
The Group recognises deferred
income tax assets on carried forward tax losses to the extent there
are sufficient estimated future taxable profits and/or taxable
temporary differences against which the tax losses can be utilised
and that the Group is able to satisfy the continuing ownership
test. During the year tax losses were recognised for the first time
commensurate with the Telfer-Havieron Acquisition, Greatland
generating revenue and anticipated future taxable
profits.
19 EQUITY
|
|
Note
|
No. of
Shares
|
Share Capital
£'000
|
Share Premium
£'000
|
Merger
Reserve
£'000
|
Total
£'000
|
|
Balance at 1 July 2023 of
authorised fully paid shares
|
|
5,068,626,282
|
5,069
|
70,821
|
27,494
|
103,384
|
|
Issued at £0.025 - exercise of
director options on 24 September 2023
|
|
1,500,000
|
2
|
36
|
-
|
38
|
|
Issued at £0.030 - exercise of
director options on 24 September 2023
|
|
1,250,000
|
1
|
37
|
-
|
38
|
|
Issued at £0.003 - exercise of
director options on 1 October 2023
|
|
14,000,000
|
14
|
25
|
-
|
39
|
|
Issued at £0.014 - exercise of
director options on 1 October 2023
|
|
2,500,000
|
2
|
32
|
-
|
34
|
|
Issued at £0.020 - exercise of
director options on 1 October 2023
|
|
2,500,000
|
3
|
47
|
-
|
50
|
|
Balance at 30 June 2024 of authorised fully paid
shares
|
(a)
|
5,090,376,282
|
5,091
|
70,998
|
27,494
|
103,583
|
|
Issued at £0.048 - from equity
raise on 30 September 2024
|
(b)
|
5,319,736,029
|
5,320
|
250,028
|
-
|
255,348
|
|
Issued at £0.048 - from
consideration shares on 4 December 2024
|
(c)
|
2,669,182,291
|
2,669
|
197,519
|
-
|
200,188
|
|
Less: transaction costs on share
issue
|
|
-
|
-
|
(8,007)
|
-
|
(8,007)
|
|
Balance at 31 December 2024 of authorised fully paid
shares
|
|
13,079,294,602
|
13,080
|
510,538
|
27,494
|
551,112
|
(a) Farm-in to Rio Tinto Exploration's Paterson
South
In May 2023, Greatland entered
into a farm-in and joint venture agreement with Rio Tinto in
respect of the Paterson South Project which comprises of nine
exploration licences. Under the farm-in and joint venture
arrangement, Greatland is required to make an up-front payment to
Rio Tinto Exploration Pty Ltd (RTX) of A$350,000 which Greatland has
elected to settle in shares. The farm-in and joint venture
agreement was executed in prior years, the up-front payment was
capitalised as part of the acquisition costs of the tenements and
recognised in share-based payment reserves until the shares are
issued. These shares to RTX have not been issued at the date of
this report.
(b) September 2024 equity raise
On 10 September 2024, in
connection with the Havieron-Telfer Acquisition, a fully
underwritten institutional placing to raise US$325 million (c.
£248.6 million) and retail offer to raise US$8.8 million (c. £6.7
million), both before costs, were announced. The Institutional
Placing was oversubscribed and successfully closed on 11 September
2024, and the Retail Offer was oversubscribed and successfully
closed on 12 September 2024. On 30 September 2024, a general
meeting of shareholders approved the issue of shares under the
Institutional Placing and the Retail Offer.
(c) Newmont consideration shares
As part of the Havieron-Telfer
Acquisition, Greatland issued 2,669,182,291 ordinary shares to
Newmont, representing 20.4% of Greatland shares in issue. The
shares were issued at £0.048 (US$167.5 million) as per the Sale and
Purchase Agreement with Newmont and aligned to the share price from
the equity raise on transaction announcement (10 September 2024).
The fair value of the shares issued at Completion was £200.2
million based on the share price on 4 December 2024.
Refer to Note 21 acquisition of Havieron project
and Telfer gold-copper mine for further detail.
20 SHARE-BASED PAYMENTS
The total expense arising from
share-based payment transactions recognised during the period was
as follows:
|
|
Note
|
31 Dec
2024
£'000
|
31 Dec
2023
£'000
|
|
Employee long term incentive
plan
|
(a)
|
2,070
|
1,542
|
|
Other schemes
|
|
-
|
97
|
|
Total share-based payment expense
|
|
2,070
|
1,639
|
(a) Employee Long Term Incentive Plan
(LTIP)
Greatland's Board approved LTIP
became effective in February 2022. The LTIP is designed to provide
long-term incentives for employees (including executive directors)
to deliver long-term shareholder returns. Under the LTIP,
participants are granted performance rights or options which vest
if certain performance standards are met. Participation in the plan
is at the Board's discretion and no individual has a contractual
right to participate in the plan or to receive any guaranteed
benefits.
Set out below are performance
rights and options granted under the Company's Employee Equity
Incentive Plan over ordinary shares which are granted for nil cash
consideration. Management has assessed that non-market and market
conditions are more than probable to be achieved by the expiry date
and therefore the total value of the performance rights
incorporates all performance rights awarded. The expense recorded
as share-based payments is recognised to the service period end
date on a straight-line basis as the service conditions are
inherent in the award.
Each performance right and option
converts to one ordinary share in the Company upon satisfaction of
the performance conditions linked to the performance rights. The
performance rights do not carry any other privileges. The fair
value of the non-market condition performance rights granted is
determined based on the number of performance rights awarded
multiplied by the Company's share price on the date
awarded.
The expense for the period of £2.1
million represents the fair value of the instruments expensed over
the vesting period.
The Group granted the following on
16 October 2024:
§ FY24 Performance Rights: 17,496,137 performance rights under the Greatland LTIP which
were in respect of the 2024 financial year. The amount of
performance rights will vest depending on a number of performance
targets during a three year performance period from 1 July 2023 to
30 June 2026. The share-based payment expense to be recognised in
future periods is £0.8 million.
§ FY25 Performance Rights: 39,855,249 performance rights under the Greatland LTIP which
were in respect of the 2025 financial year. The amount of
performance rights will vest depending on a number of performance
targets during a three year performance period from 1 July 2024 to
30 June 2027. The share-based payment expense to be recognised in
future periods is £2.0 million.
§ Employee Co-Investment Options: 25,000,000 grant of premium priced co-investment options of
£0.119 to incentivise retention through a pivotal period in the
Group's growth and align their interests to pursue value growth for
all shareholders to its then Chief Financial Officer, Mr Dean
Horton. Mr Horton subsequently resigned from his position during
the period to pursue other opportunities, with effect from 13
December 2024. Mr Horton's FY25 Performance Rights lapsed with
immediate effect on 13 December 2024, and his Co-Investment Options
will lapse automatically on the six month anniversary of 13
December 2024 (accordingly, they remained on issue at 31 December
2024 but will automatically lapse on 13 June 2025). Subject to
satisfaction of service criteria, the holder must be employed by
Greatland on 31 January 2027 to exercise. There is nil share-based
payment expense to be recognised in future
periods.
20 SHARE-BASED PAYMENTS
(CONTINUED)
The fair value at grant date is
independently determined using an adjusted form of the
Black-Scholes Model which includes a Monte Carlo simulation model
for the TSR rights. The key assumptions were as follows:
|
|
2024 LTIP
|
2025 LTIP
|
Co-Investment
Options
|
|
Grant date
|
16
October 2024
|
16
October 2024
|
16
October 2024
|
|
Fair value - market
hurdle
|
£0.03420
|
RTSR1:
£0.04180
RTSR2:
£0.03640
|
n/a
|
|
Fair value - non-market
hurdle
|
£0.06320
|
£0.06320
|
£0.01351
|
|
Share price at grant
date
|
£0.064
|
£0.064
|
£0.064
|
|
Exercise price
|
£0.001
|
£0.001
|
£0.119
|
|
Expected volatility
|
60.00%
|
60.00%
|
60.00%
|
|
Vesting date
|
30 June
2026
|
30 June
2027
|
31 July
2027
|
|
Life of performance
rights
|
10
years
|
10
years
|
2.5
years
|
|
Expected dividends
|
nil
|
nil
|
nil
|
|
Risk free interest rate
|
3.80%
|
3.82%
|
3.76%
|
|
Valuation methodology
|
Monte
Carlo &
Black
Scholes
|
Monte
Carlo &
Black
Scholes
|
Black
Scholes
|
Options
The following table illustrates
the number of, and movements in options during the
period:
|
|
Weighted average exercise
price
31 December
2024
|
Half year ended 31 December
2024
|
Weighted average exercise
price
30 June
2024
|
Full year
ended
30 June
2024
|
|
Outstanding at the beginning of the year
|
£0.116
|
542,700,000
|
£0.112
|
261,750,000
|
|
Granted
during the period
|
£0.119
|
25,000,000
|
£0.119
|
302,700,000
|
|
Exercised during the period
|
-
|
-
|
£0.009
|
(21,750,000)
|
|
Forfeited during the period
|
-
|
-
|
-
|
-
|
|
Outstanding at the end of
the period
|
£0.116
|
567,700,000
|
£0.116
|
542,700,000
|
|
Vested and
exercisable
|
£0.119
|
240,000,000
|
£0.119
|
240,000,000
|
Performance Rights
The following table illustrates
the number of, and movements in performance rights during the
period:
|
|
Weighted average exercise
price
31 December
2024
|
Half year ended 31 December
2024
|
Weighted average exercise
price
30 June
2024
|
Full year
ended
30 June
2024
|
|
Outstanding at the beginning of the year
|
£0.001
|
62,686,575
|
£0.001
|
23,500,000
|
|
Granted
during the period
|
£0.001
|
57,351,386
|
£0.001
|
44,406,047
|
|
Exercised during the period
|
-
|
-
|
-
|
-
|
|
Forfeited during the period
|
-
|
-
|
£0.001
|
(5,219,472)
|
|
Outstanding at the end of
the period
|
£0.001
|
120,037,961
|
£0.001
|
62,686,575
|
|
Vested and
exercisable
|
-
|
-
|
-
|
-
|
21 ACQUISITION OF HAVIERON PROJECT AND
TELFER GOLD-COPPER MINE
On 4 December 2024, certain wholly
owned subsidiaries of Greatland Gold plc, including Greatland Pty
Ltd, completed the acquisition from certain Newmont Corporation
subsidiaries of 70% ownership interest in the Havieron project
(consolidating Greatland's ownership of Havieron to 100%), 100%
ownership of the Telfer gold-copper mine, and other related
interests in assets in the Paterson region.
(a) Consideration
Greatland paid the following
upfront consideration upon completion of the Havieron-Telfer
Acquisition:
§ £130.2 million cash
consideration, comprising of original US$155.1m (£122.5 million)
cash consideration and estimated purchase price adjustments;
and
§ £200.2 million in the form
of 2,669,182,291 Greatland ordinary shares issued to Newmont
(Consideration Shares),
representing 20.4% of Greatland shares on issue. This represents
the fair value of the shares based on the share price on 4 December
2024 of £0.075.
In addition, Greatland has made a
US$52.4 million (£41.4 million) cash repayment of the entire
outstanding balance of the Havieron joint venture loan, which was
terminated on completion of the Havieron-Telfer
Acquisition.
Greatland incurred
acquisition-related costs of £27.1 million associated with the
acquisition, including legal fees, due diligence costs and stamp
duty.
|
|
|
£'000
|
|
Cash consideration paid
|
|
130,177
|
|
Shares issued
|
|
200,188
|
|
Deferred consideration
|
|
16,595
|
|
Deferred contingent
consideration
|
|
50,699
|
|
Capitalised acquisition
costs
|
|
18,759
|
|
Net purchase consideration
|
|
416,418
|
Acquisition related costs of £6.8
million are included in acquisition and integration expense in the
consolidated statement of profit and loss related to the Telfer
business combination.
Greatland will pay the following
amounts to Newmont on a deferred basis:
§ A$32.6 million (£16.6
million) in aggregate estimated purchase price adjustments,
for:
(i) ore mined and stockpiled
between 1 October 2024 and Completion and acquired by Greatland at
Completion;
(ii) to compensate Newmont for
running only one of the two Telfer processing trains from 27
October 2024 until Completion (thus preserving ore and stockpiles
for Greatland to process after Completion) due 180 days after
Completion; and
(iii) final purchase price
adjustments per the Sale and Purchase Agreement; and
§ Up to a maximum of US$100
million (c. £79.0 million) in deferred cash consideration which may
be payable to Newmont on the first five years of Havieron gold
production, through a 50% price upside participation by Newmont
above a US$1,850/oz hurdle gold price, subject to an annual cap of
US$50 million and aggregate cap of US$100 million. The deferred
contingent consideration will be revalued and reassessed at each
reporting date. At 31 December 2024 it was fair valued at £49.5
million reflecting the foreign currency rate at 31 December
2024.
21 ACQUISITION OF HAVIERON PROJECT AND
TELFER GOLD-COPPER MINE (CONTINUED)
(b) Assets and
liabilities recognised as part of the acquisition
The carrying amounts based on
relative fair values attributed to the assets and liabilities at
the date of acquisition are set out below. These reflect the
Havieron-Telfer net identifiable assets of which a single purchase
price was paid and which are reported as a single segment for
reporting purposes.
Assets and Liabilities Acquired
The net assets recognised in the
31 December 2024 half year financial statements have been based on
a provisional assessment of their fair value in accordance with
IFRS 3 Business
Combinations. Greatland has 12 months from the date of
acquisition to finalise the fair values of the net assets
acquired.
|
|
|
Fair value recognised on
acquisition
£'000
|
|
Exploration and evaluation
assets
|
|
59,155
|
|
Mine
development
|
|
296,042
|
|
Right of use asset
|
|
8,254
|
|
Property, plant and
equipment
|
|
92,736
|
|
Financial assets held at fair
value through profit and loss
|
|
2,055
|
|
Trade and other
receivables
|
|
16,904
|
|
Inventories
|
|
142,613
|
|
Trade and other
payables
|
|
(884)
|
|
Deferred tax liability
|
|
(11,500)
|
|
Provisions - employee benefits and
other
|
|
(39,496)
|
|
Provisions for mine
rehabilitation
|
|
(140,938)
|
|
Lease liabilities
|
|
(8,523)
|
|
Net identifiable assets acquired
|
|
416,418
|
Asset Acquisition
Greatland has considered the
acquisition of Havieron and Telfer as separate transactions,
consistent with the requirements of IFRS 3 Business Combinations. The acquisition
of the 70% interest in Havieron has been treated as an asset
acquisition rather than a business combination having determined
the concentration test in IFRS 3 was met. The concentration test is
met if substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset or group of
similar identifiable assets. The determination of the fair value
for such assets and thus both the concentration test and any
subsequent asset acquisition accounting involves the use of
significant estimates and judgements. The value paid for Havieron
was determined to be concentrated in the value of acquired mine
properties and exploration and evaluation assets.
When an asset acquisition does not
constitute a business combination, the assets and liabilities are
assigned to carrying amount based on their relative fair values and
no deferred tax will arise in relation to the acquired assets and
assumed liabilities, as the initial recognition exemption for the
deferred tax under IAS 12 Income
Taxes is applied. No goodwill arises on the acquisition and
transaction costs of the acquisition are included in the
capitalised cost of the asset.
Business Combination
The acquisition of the Telfer
gold-copper mine has been accounted for as a business
combination.
The acquisition method of
accounting is used to account for all business combinations,
regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition of a
subsidiary comprises the fair values of the assets transferred;
liabilities incurred to the former owners of the acquired business;
equity interests issued by the Group; fair value of any asset or
liability resulting from a contingent consideration arrangement;
and fair value of any pre-existing equity interest in the
subsidiary.
Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at
their fair values at the acquisition date. The application of
acquisition accounting requires significant judgement and estimates
to be made. The Group engages independent third parties to assist
with the determination of the fair value of assets acquired,
liabilities assumed, non-controlling interest, if any, and
goodwill, based on recognised business valuation methodologies. The
income valuation method represents the present value of future cash
flows over the life of the asset using:
§ financial forecasts, which
rely on management's estimates of reserve quantities and
exploration potential, costs to produce and develop reserves,
revenues, and operating expenses;
§ long-term growth
rates;
§ appropriate discount rates;
and
§ expected future capital
requirements.
21 ACQUISITION OF HAVIERON PROJECT AND
TELFER GOLD-COPPER MINE (CONTINUED)
The market valuation method uses
prices paid for a similar asset by other purchasers in the market,
normalised for any differences between the assets. The cost
valuation method is based on the replacement cost of a comparable
asset at the time of the acquisition adjusted for depreciation and
economic and functional obsolescence of the asset and estimates of
residual values. Acquisition related costs are expensed as
incurred.
The excess of the consideration
transferred over the acquisition date fair value of the net
identifiable assets acquired is recorded as goodwill. If those
amounts are less than the fair value of the net identifiable assets
of the subsidiary acquired and the measurement of all amounts has
been reviewed, the difference is recognised directly in profit or
loss as a bargain purchase.
If the initial accounting for the
business combination is not complete by the end of the reporting
period in which the acquisition occurs, an estimate will be
recorded. Subsequent to the acquisition date, but not later than
one year from the acquisition date, the Group will record any
material adjustments to the initial estimate based on new
information obtained that would have existed as of the date of the
acquisition.
Significant accounting estimate - deferred contingent
consideration
Additional consideration may be
payable in cash to Newmont of up to a maximum of US$100 million (c.
£79.0 million) on the first five years of Havieron gold production,
through a 50% price upside participation by Newmont above a
US$1,850/oz hurdle gold price, subject to an annual cap of US$50
million and aggregate cap of US$100 million. This has been
calculated to have a fair value of US$64.2 million (£50.7 million)
using a deterministic approach based on base case projections
(including consensus gold prices).
(c) Other Information
From the date of acquisition,
Telfer contributed £8.3
million of revenue and £2.8 million to profit before tax.
22 CAPITAL COMMITMENTS
As at 31 December 2024, Greatland
had contractual commitments to capital expenditure of £6.4 million
(30 June 2024: £2.8 million).
23 RELATED PARTY
TRANSACTIONS
The following directors and
officers of the Company participated in the share placing on 10
September 2024 at an issue price of £0.048 per share, as
follows:
|
|
Number of Shares
Subscribed
|
£
|
|
Directors / Officers
|
|
|
|
Mark Barnaba
|
1,589,303
|
76,287
|
|
Elizabeth Gaines
|
1,059,535
|
50,858
|
|
Shaun Day
|
1,589,303
|
76,287
|
|
James (Jimmy) Wilson
|
794,651
|
38,143
|
|
Yasmin Broughton
|
529,767
|
25,429
|
|
Paul Hallam
|
794,651
|
38,143
|
|
Dean Horton1
|
211,773
|
10,165
|
|
Damien Stephens
|
317,661
|
15,248
|
|
Total
|
6,886,644
|
330,560
|
1 Mr Horton subsequently resigned from his position with effect
from 13 December 2024, he held his shares at 31 December
2024.
During the half year ended 31
December 2024, Greatland entered into a contract for a Transitional
Services Agreement (TSA)
with Newmont NOL Pty Ltd (Newmont) in connection with the
Havieron-Telfer Acquisition. The TSA is based on conditions upon
which Newmont will provide transitional services to Greatland for a
period of up to 12 months to assist with the transition and
integration of the Havieron and Telfer assets. The fees to be paid
for the transitional services are calculated on a cost-pass through
basis (including the cost of internal time and third party
disbursements incurred in the provision of the transitional
services) and at no margin. At 31 December 2024, £0.6 million was
accrued to Newmont in relation to the TSA.
24 SIGNIFICANT EVENTS AFTER THE REPORTING
DATE
In January 2025, financial close
was achieved in respect of the A$75.0 million (£38.1 million)
Working Capital Facility.
In January 2025, the Group
recorded its maiden concentrate shipment, the proceeds from the
sale were £48.0 million and were received on 23 January
2025.
In February 2025, the Group sold
its Bromus Exploration Licence E63/1952 to a subsidiary of Ordell
Minerals Limited (ASX:ORD) in exchange for the allotment and issue
of 125,000 fully paid ordinary shares in Ordell Minerals Limited.
Additionally, as part of the tenement sale the Group surrendered
Exploration Licence E63/1506 to Ricochet Romance the same
subsidiary of Ordell Minerals Limited for cash consideration of
£0.1 million.
