Greatland
Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
:
twitter.com/greatlandgold
NEWS RELEASE
| 16 October
2024
Grant of Employee Incentive
Options
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) announces the grant of
employee incentive share options under the Company's employee share
plan.
These employee share options comprise FY24
Performance Rights, FY25 Performance 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. The Company's intention to make the grants was
described in its Admission Document dated 10 September
2024.
FY24 Performance Rights and FY25 Performance
Rights
Greatland's remuneration strategy is focused on
ensuring that remuneration outcomes are aligned to the creation of
shareholder value. For the 2024 financial year (FY24) and 2025 financial year
(FY25), 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 FY24, Greatland has granted 17,496,137
share options with an exercise price of £0.001 per
share (FY24 Performance
Rights) to its senior team members. For FY25,
Greatland has granted 39,855,249 share options with an
exercise price of £0.001 per share (FY25 Performance Rights) to its senior
team members, including a number of recently commenced team
members. The FY24 Performance Rights and FY25
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 and Table 2, respectively. The
performance targets will be assessed by Greatland's Board of
Directors (Board) at the
conclusion of the 2026 financial year for FY24 Performance Rights
(hence the relevant performance period is from 1 July 2023 to 30
June 2026), and at the conclusion of the 2027 financial year for
FY25 Performance Rights (hence the relevant performance period is
from 1 July 2024 to 30 June 2027).
Based on the Company's performance, the Board
may determine that less than 100% of the shares the subject of
FY24 Performance Rights or FY25 Performance Rights (as
applicable) should vest, in which case, any unvested entitlements
will lapse. The FY24 Performance Rights and
FY25 Performance Rights require that the holders remain
employed by Greatland at the end of the respective performance
period (i.e. until 30 June 2026 for the FY24 Performance Rights,
and until 30 June 2027 for the FY25 Performance Rights),
otherwise (subject to certain limited 'good leaver' exceptions)
they will lapse.
Performance Rights which have vested following
the conclusion of performance period must be exercised prior to
their expiry date (being the tenth anniversary of the date of
grant).
Table 1: FY24 performance
targets
|
Category
|
Performance Target
|
Description
|
Weighting
|
|
Market / Investor
|
Total Shareholder Return
|
The Company's total shareholder
return, including dividends, is equal to or greater than the VanEck
Junior Gold Miners ETF.
|
17.5%
|
|
Investor Engagement
|
The Company completes its ASX
Listing (if directed by the Board), actively engages with a broad
cross section of investors and grows the proportion of its shares
held by institutional investors, specifically targeting non-private
investor ownership of 40% by the end of the performance period,
with the assessed outcome being proportional to the increase
achieved.
|
12.5%
|
|
Sustainability and Environment
|
Sustainability and
Environment
|
The Company complies with its
obligations under environmental laws and regulations without
serious breaches or environmental incidents, and enhances
governance, policies and reporting in respect of sustainability and
environmental matters including publication of sustainability
reports annually in the ordinary course or as approved by the
Board.
|
5%
|
|
Native Title
|
The Company maintains
demonstratively 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 with its obligations under land
access agreements and applicable laws and regulations.
|
5%
|
|
Havieron
|
Havieron JV Feasibility
Study
|
The Company actively manages its
relationship with its joint venture partner and critically reviews,
analyses and provides detailed input, based on its review and
analysis, on a timely basis into the Havieron JV Feasibility
Study.
|
5%
|
|
Funding and balance sheet
|
Funding and balance sheet
|
The Company has adequate liquidity
to meet short, medium and long term cashflow requirements,
including to fund its share of the Havieron development without
dilution of its current joint venture interest. The Company
maintains positive relationships with its bank lending group and
other prospective debt financiers.
|
25%
|
|
Portfolio
|
Resource Base
|
The Company grows its Mineral
Resource base (as per the Company's March 2022 Mineral
Resource Estimate) by at least 20% (noting that joint venture
mining tenements are assessed on a 100% basis).
|
15%
|
|
Business Development
|
The Company demonstrates success in
pursuing portfolio enhancing business development opportunities
through identifying and presenting such opportunities to the Board
for consideration.
|
15%
|
|
Total
|
100%
|
Table 2: FY25 performance
targets
|
Performance
Target
|
Description
|
Weighting
|
|
Relative shareholder return vs peers
|
The Company's relative total
shareholder return measured against an Australian mid-cap gold peer
group(1)
|
Achievement
|
Outcome
|
|
< 50th
percentile
|
0%
|
|
Threshold: 50th
percentile
|
50%
|
|
50th to 75th
percentile
|
pro rata 50 - 100%
|
|
> 75th
percentile
|
100%
|
(1) Peer group comprises: Aurelia Metals Limited (ASX:AMI),
Bellevue Gold Limited (ASX:BGL), Capricorn Metals Limited
(ASX:CMM), De Grey Mining Limited (ASX:DEG), Genesis
Minerals Ltd (ASX:GMD), Gold Road Resources Limited (ASX:GOR),
Ora Banda Mining (ASX:OBM), Pantoro Limited (ASX:PNR), Vault
Minerals Limited (ASX:VAU), Ramelius Resources Limited (ASX:RMS),
Regis Resources Limited (ASX:RRL), Spartan Resources Limited
(ASX:SPR), Westgold Resources Limited (ASX:WGX)
|
12.5%
|
|
Relative shareholder return vs index
|
The Company's relative total
shareholder return measured against the S&P/ASX All Ordinaries
Gold Index (XGD)
|
Achievement
|
Outcome
|
|
< 95% index growth
|
0%
|
|
95 - 100% of index growth
|
pro rata 0 - 50%
|
|
Threshold: 100% of index
growth
|
50%
|
|
100 - 120% of index
growth
|
pro rata 50 - 100%
|
|
> 120% of index growth
|
100%
|
|
12.5%
|
|
Havieron optimisation
|
The Company completes a Havieron
feasibility study within 12 months from completion of the
acquisition of Havieron and Telfer (Acquisition Completion). The Havieron
feasibility study demonstrates materially improved Havieron project
economics relative to the Greatland base case in the Competent
Person's Report published in connection with the
Acquisition
|
10%
|
|
Havieron financing
|
Execute and achieve financial close
for Havieron project development debt finance facilities within
6 months from completion of the Havieron feasibility
study
|
10%
|
|
Havieron FID
|
The Company achieves a final
investment decision (FID) for the completion of Havieron
development within 18 months from Acquisition
Completion
|
10%
|
|
Havieron development
|
Progress Havieron development on
schedule and budget, relative to the Havieron feasibility
study
|
10%
|
|
Environmental, Social & Governance
|
Develop a sustainability roadmap and
publish the enlarged Company group's inaugural sustainability
report (or sustainability section in the annual report) in calendar
year 2025
|
5%
|
|
Reserve Growth
|
Ore Reserve growth relative to Ore
Reserves on Acquisition Completion:
|
Achievement
|
Outcome
|
|
Threshold: 10%
growth
|
25%
|
|
10 - 25% growth
|
pro rata 25 - 100%
|
|
> 25% growth
|
100%
|
|
15%
|
|
Resource Growth
|
Mineral Resource growth relative to
Mineral Resources on Acquisition
Completion(1):
|
Achievement
|
Outcome
|
|
Threshold: 10%
growth
|
25%
|
|
10 - 25% growth
|
pro rata 25 - 100%
|
|
> 25% growth
|
100%
|
(1) Mineral Resources at Acquisition Completion excludes the
O'Callaghans polymetallic deposit at Telfer
|
15%
|
|
Total
|
100%
|
Further awards of FY25 Performance Rights may be made at a later
date to new senior team members whose employment commences after
the date of this announcement.
Co-Investment Options granted to CFO
Greatland has granted a total of 25,000,000
out-of-the money share options with an exercise price of
£0.119 per share (Co-Investment Options) to the Company's
Chief Financial Officer, Dean Horton, under Greatland's employee
share plan.
Greatland considers it important and
appropriate to incentivise and align its employees to pursue value
growth for its shareholders. The Co-Investment Options
are a one-off equity incentive package for Mr Horton, who commenced
as CFO on 1 July 2024, which serve two key purposes: aligning the
interests of Mr Horton and shareholders by incentivising him to
contribute to delivering substantial growth in shareholder value,
and incentivising Mr Horton's retention.
The exercise price represents a substantial
premium of approximately 86% to the Greatland closing
share price of £0.064 on 15 October 2024, 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.
The exercise price is the same as the exercise
price associated with the Co-Investment Options granted to senior
team members in September 2023 (see RNS Announcement titled "Grant
of Employee Incentive Options" dated 19 September 2023) prior to Mr
Horton's appointment, and the Co-Investment Rights held by certain
of Greatland's directors (see RNS Announcement titled "Grant of
Co-investment Options and Share Options" dated 12 September
2022).
The Co-Investment Options are subject to an
exercise restriction which means that Mr Horton must be employed by
Greatland on 31 January 2027 (subject to certain limited 'good
leaver' exceptions) in order to be entitled to exercise. If
Mr Horton is not employed by Greatland on 31 January 2027 (and is
not subject to a limited 'good leaver' exception), the
Co-Investment Options will lapse. If the service requirement
is met, then Co-Investment Options must be exercised into Greatland
shares prior to expiry. The Co-Investment Options expire on 1
July 2027, at which time any Co-Investment Options not exercised
will lapse.
Summary
In summary the following share options have
been granted by the Company.
Table 3: Summary of Employee Share
Options granted on 16 October 2024
|
Type
|
Number
|
Exercise
price
|
% of shares on
issue
|
Conditions /
Restrictions
|
|
FY24 Performance Rights
|
17,496,137
|
0.1p
|
0.17%
|
Subject to satisfaction of
performance hurdles and continued service criteria; option holder
must be employed by Greatland on 30 June 2026 to exercise
vested rights (subject to limited 'good leaver'
exceptions)
|
|
FY25 Performance Rights
|
39,855,249
|
0.1p
|
0.38%
|
Subject to satisfaction of
performance hurdles and continued service criteria; option holder
must be employed by Greatland on 30 June 2027 to exercise
vested rights (subject to limited 'good leaver'
exceptions)
|
|
Co-Investment Options
|
25,000,000
|
11.9p
|
0.24%
|
One-off issue to Mr Horton (CFO),
subject to satisfaction of continued service criteria; Mr Horton
must be employed by Greatland on 31 January 2027 to exercise
(subject to limited 'good leaver' exceptions)
|
Following the above grant, the Company has
10,410,112,311 shares issued, and an aggregate of 643,737,961
options granted over shares issued to employees and directors (of
which 522,700,000 are out-of-the-money options with an exercise
price of either 11.9p or 25.0p).
Director and PDMR awards
The issuance of share options includes awards
to Greatland's Managing Director, Shaun Day, and Chief Financial
Officer, Dean Horton, which are set out in Table 4.
Table 4: Summary of Employee Share
Options granted to related parties
|
Person
|
FY24 Performance
Rights
|
FY25 Performance
Rights
|
Co-Investment
Options
|
Total
|
|
Previously
Granted
|
|
Options
|
Performance
Rights
|
|
Shaun
Day
|
5,320,141
|
5,184,721
|
Nil
|
10,504,862
|
85,000,000
|
15,898,737
|
|
Dean
Horton
|
Nil
|
2,942,721
|
25,000,000
|
27,942,721
|
Nil
|
Nil
|
The award of Co-Investment Options to Dean
Horton is considered a related party transaction for the purposes
of the AIM Rules. Accordingly, the independent directors of
Greatland (for these purposes being all of the directors), 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.
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
|
Company
directors/officers:
|
|
Shaun Day
Dean Horton
|
Managing Director
Chief Financial Officer
|
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
See 1(a) above for all positions -
classified as PDMRs of the Company
|
|
b)
|
Initial notification
/Amendment
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Greatland Gold plc
|
|
b)
|
LEI
|
213800KMN7LDF4VRPQ10
|
|
4
|
Details of the transaction(s): section to be repeated for (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 the financial
instrument, type of instrument
|
Performance Rights over Ordinary
Shares with an exercise price of 0.1p per share
Co-Investment Options over Ordinary
Shares with an exercise price of 11.9p per share
|
|
|
|
|
Identification code
|
GB00B15XDH89
|
|
|
|
|
b)
|
Nature of the
transaction
|
Award of Performance Rights,
Co-Investment Options
|
|
c)
|
Price(s) and volume(s)
|
Price payable at grant:
Nil
Exercise Price: Performance Share
Rights (0.1p per share);
Co-investment Options (11.9p per share)
Shaun Day
|
Date
|
Transaction Type
|
Amount
|
Price
|
|
16 Oct 24
|
Award of Performance Rights -
FY24
|
5,320,141
|
0.1p per share
|
|
16 Oct 24
|
Award of Performance Rights -
FY25
|
5,184,721
|
0.1p per share
|
Dean Horton
|
Date
|
Transaction Type
|
Amount
|
Price
|
|
16 Oct 24
|
Award of Performance Rights -
FY25
|
2,942,721
|
0.1p per share
|
|
16 Oct 24
|
Award of Co-Investment
Options
|
25,000,000
|
11.9p per share
|
|
|
d)
|
Aggregated information
Volume
Price
|
n/a - single transaction
|
|
e)
|
Date of the
transaction
|
16 October 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
Contact
For further information, please
contact:
Greatland Gold
plc
Shaun Day, Managing Director |
Rowan Krasnoff, Head of Business Development
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
Berenberg | Matthew Armitt /
Jennifer Lee | +44 203 368 3550
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 world gold major, Newmont
Corporation.
Havieron is located approximately 45km east of
the Telfer gold mine. The box cut and decline to the Havieron
orebody commenced in February 2021. Total development exceeds
3,060m including over 2,110m of advance in the main access decline
(as at 30 June 2024). Havieron is intended to leverage the
existing Telfer infrastructure and processing plant, which would
de-risk the development and reduces capital expenditure.
On 10 September 2024, Greatland announced that
certain of its wholly owned subsidiaries had entered into a binding
agreement with certain Newmont Corporation subsidiaries to acquire,
subject to certain conditions being satisfied, a 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. Completion of the acquisition is subject
to the satisfaction of certain conditions precedent and is targeted
to occur during Q4 2024.
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.