Successful renegotiation of contingent consideration due under original 2016 Havieron acquisition
Vendor has agreed to a two-year restriction on dealing with the Greatland shares to be issued, reflecting their support for Greatland and conviction in the Havieron project
Reduction of 4.5% in the number of Greatland shares to be issued a saving of over 6.5 million shares
Greatland shares to be issued by
The requirement to pay the contingent consideration, in the form of Greatland shares, remains from the highly value accretive acquisition by Greatland of Havieron.
The consideration for this 2016 transaction comprised an initial payment of AUD25,000 in cash and 65,490,000 new ordinary shares and (originally) a further 145,530,000 new ordinary shares conditional upon Greatland's ownership interest in Havieron reducing to 25% (or less) or upon a decision to mine at Havieron (whichever occurs earlier). This latter tranche of shares (modified as described below) will be issued to the vendor's nominee, a private Australian investment vehicle,
In return for removing the conditionality on the contingent element of the consideration, the following modifications have been agreed: a two-year restriction on dealing with the Greatland shares to be issued to
'The acceptance of these terms demonstrates the confidence Five Diggers has in Greatland, together with their conviction in the Havieron project, reflecting the tremendous evolution in its understanding and potential.
'Resolution of this share issue is timely given the current process under the JVA to determine the option exercise price for the 5% interest and with a Feasibility Study expected to be released in the
'Resolving transition issues such as this share issue has been a priority and I'm very pleased with the outcome which improves and brings to final resolution this long outstanding contractual obligation.'
Amended acquisition terms
The purchase consideration was previously payable by Greatland in two tranches:
Tranche 1: Paid in 2017 at completion of the acquisition, being the issue of 65,490,000 Greatland fully paid ordinary shares and AUD25,000 in cash; plus
Tranche 2: An additional 145,530,000 Greatland fully paid ordinary shares which was payable conditional on Greatland's ownership interest in Havieron reducing to 25% (or less) or a decision to mine at Havieron (whichever occurs earlier).
The revised arrangement signed with
The Greatland shares will be issued to the vendor's nominee,
Admission of shares and total voting rights
The new ordinary shares will be issued by no later than
Following Admission, the total issued share capital of the Company will consist of 4,209,528,321 ordinary shares. As each ordinary share carries the right to one vote, the total number of voting rights in the Company will be 4,209,528,321. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the
Background to the Havieron acquisition agreement
The Havieron exploration licence (E45/4701) was originally acquired by Greatland in 2016 from
The original area of E45/4701 included both: the area which is now the subject of the Havieron mining lease (M45/1287) and on which the
Background to the
The Stage 1 Pre-Feasibility Study (PFS) on only the South-East Crescent of the Havieron deposit was released on
In
Proceeds from the exercise will first be used to repay the outstanding balance under the existing
In addition, on
The Company's 30% interest in the
Background to the
The Scallywag licence is 100% owned by Greatland, which formed part of the Company's original acquisition of the Havieron licence, sits adjacent to the Havieron mining lease, containing a further 20km of strike of
Under the Company's accounting policy for exploration and evaluation expenditure, the Company does not capitalise the exploration and evaluation costs until commercial viability of extracting the mineral resource are demonstrable (at which point, the Group considers it probable that economic benefits will be realised). Based on this accounting treatment, the
Competent Persons' Statements for JORC 2012 Mineral Resources and Ore Reserves
The information in this document that relates to the Mineral Resources and Ore Reserves for Havieron is extracted from the RNS announcement titled 'Updated Mineral Resource substantially increases Havieron Resource and Reserve' released on
Forward Looking Statements
This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions. Forward looking statements can generally be identified by the use of words such as 'may', 'will', 'expect', 'intend', 'plan', 'estimate', 'anticipate', 'believe', 'continue', 'objectives', 'targets', 'outlook' and 'guidance', or other similar words and may include, without limitation, statements regarding estimated reserves and resources, certain plans, strategies, aspirations and objectives of management, anticipated production, study or construction dates, expected costs, cash flow or production outputs and anticipated productive lives of projects and mines. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements or industry results to differ materially from any future results, performance or achievements, or industry results, expressed or implied by these forward-looking statements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Greatland operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.
Forward looking statements are based on assumptions as to the financial, market, regulatory and other relevant environments that will exist and affect Greatland's business and operations in the future. Greatland does not give any assurance that the assumptions will prove to be correct. There may be other factors that could cause actual results or events not to be as anticipated, and many events are beyond the reasonable control of Greatland. Readers are cautioned not to place undue reliance on forward looking statements, particularly in the current economic climate with the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. Forward looking statements in this document speak only at the date of issue. Greatland does not undertake any obligation to update or revise any of the forward looking statements or to advise of any change in assumptions on which any such statement is based.
Contact:
T: +44 (0)20 3709 4900
E: info@greatlandgold.com
WEB: www.greatlandgold.com
Nominated Adviser
T: +44 (0)20 3368 3550
Berenberg
Joint Corporate Broker and Financial Adviser
Detlir Elezi
T: +44 (0)20 3207 7800
Joint Corporate Broker and Financial Adviser
T: +44 (0)20 7523 8000
Joint Corporate Broker and Financial Adviser
T: +44 (0)20 7907 8500
SI
Joint Broker
T: +44 (0)14 8341 3500
Media and Investor Relation
Harry Chathli
T: +44 (0)20 7618 9100
Havieron is located approximately 45km east of
An extensive growth drilling programme is presently underway at Havieron with a focus to continue to expand our understanding of this world class ore body. Construction of the box cut and decline to develop the Havieron deposit commenced in
Greatland has a proven track record of discovery and exploration success. It is pursuing the next generation of tier-one mineral deposits by applying advanced exploration techniques in under-explored regions. The Company is focused on safe, low-risk jurisdictions and is strategically positioned in the highly prospective Paterson region. Greatland has a total six projects across
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