REG - Greatland Gold PLC - Finalisation and grant of performance rights
25/04/2025 07:00
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RNS Number : 2054G Greatland Gold PLC 25 April 2025
Greatland Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
: twitter.com/greatlandgold
NEWS RELEASE | 25 April
2025
Finalisation and grant of previously announced performance rights
Greatland Gold plc (AIM:GGP) (Greatland or the Company) announces the
finalisation and grant of employee incentive share options under the Company's
employee share plan, consistent with the Company's intention as described in
its Admission Document dated 10 September 2024 (Admission Document).
FY25 Performance Rights
Greatland's remuneration strategy is focused on ensuring that remuneration
outcomes are aligned to the creation of shareholder value.
For the 2025 financial year (FY25), the Admission Document described the
Company's intention to issue up to 62,861,372 FY25 performance rights with an
exercise price of £0.001 per share (FY25 Performance Rights).
On 16 October 2024 (refer to Greatland's RNS announcement of that date titled
'Grant of Employee Incentive Options) a first tranche of 39,855,249 FY25
Performance Rights was granted to senior team members. The grant made today
is a further 10,894,764 FY25 Performance Rights, to senior team members who
commenced subsequently to the October 2024 grant.
The 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. The performance targets will be assessed by Greatland's Board
of Directors (Board) 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). There are presently a total of 47,807,292 FY25
Performance Rights on issue.
Based on the Company's performance, the Board may determine that less than
100% of the shares the subject of FY25 Performance Rights should vest, in
which case, any unvested entitlements will lapse. The FY25 Performance
Rights require that the holders remain employed by Greatland at the end of the
performance period (i.e. until 30 June 2027), otherwise (subject to certain
limited 'good leaver' exceptions) they will lapse.
Performance Rights which have vested following the conclusion of the
performance period must be exercised prior to their expiry date (being the
tenth anniversary of the date of grant).
Table 1: FY25 performance targets
Performance Target Description Weighting
Relative shareholder return vs peers The Company's relative total shareholder return measured against an Australian 12.5%
mid-cap gold peer group((1))
( )
Achievement Outcome
< 50(th) percentile 0%
Threshold: 50(th) percentile 50%
50(th) to 75(th) percentile pro rata 50 - 100%
> 75(th) 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)
Relative shareholder return vs index The Company's relative total shareholder return measured against the 12.5%
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%
Havieron optimisation The Company completes a Havieron feasibility study within 12 months from 10%
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
Havieron financing Execute and achieve financial close for Havieron project development debt 10%
finance facilities within 6 months from completion of the Havieron
feasibility study
Havieron FID The Company achieves a final investment decision (FID) for the completion of 10%
Havieron development within 18 months from Acquisition Completion
Havieron development Progress Havieron development on schedule and budget, relative to the Havieron 10%
feasibility study
Environmental, Social & Governance Develop a sustainability roadmap and publish the enlarged Company group's 5%
inaugural sustainability report (or sustainability section in the annual
report) in calendar year 2025
Reserve Growth Ore Reserve growth relative to Ore Reserves on Acquisition Completion: 15%
Achievement Outcome
Threshold: 10% growth 25%
10 - 25% growth pro rata 25 - 100%
> 25% growth 100%
Resource Growth Mineral Resource growth relative to Mineral Resources on Acquisition 15%
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
((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%
Acquisition Special Exertion Performance Rights
The Admission Document described the Company's intention to grant up to
30,000,000 performance rights with an exercise price of £0.001 per share
(Acquisition Special Exertion Performance Rights) on a one-off basis to
certain executives of the Greatland group to recognise the transformative
nature of the acquisition of Havieron and Telfer (Acquisition), and the
exceptional time commitment, effort and demands on those executives in
assessing, negotiating, executing and implementing the Acquisition.
The grant made today is for a total of 28,677,080 Acquisition Special Exertion
Performance Rights.
As described in the Admission Document, the Acquisition Special Exertion
Performance Rights comprise three equal tranches, with performance targets and
vesting dates as follows:
§ Performance targets:
§ All Tranches: Acquisition completion has occurred to the Board's
satisfaction, and employee must remain employed by the Greatland group at
Acquisition completion. This performance target is deemed to have been
satisfied upon the date of grant of the Acquisition Special Exertion
Performance Rights, 25 April 2025.
§ Tranche 2: The trading price of Ordinary Shares following the release of
the 30 June 2025 audited financial statements (the FY25 Results) must exceed
the pre-Acquisition announcement undisturbed price of Ordinary Shares (being
£0.0689), and employee must remain employed by the Group at the time of
release of the FY25 Results.
§ Tranche 3: The trading price of Ordinary Shares following the release of
the 30 June 2026 audited financial statements (the FY26 Results) must exceed
the pre-Acquisition announcement undisturbed price of Ordinary Shares (being
£0.0689), and employee must remain employed by the Group at the time of
release of the FY26 Results.
§ Vesting dates:
§ Tranche 1: Date of grant, 25 April 2025.
§ Tranche 2: Following release of the FY25 Results.
§ Tranche 3: Following release of the FY26 Results.
Summary
In summary the following share options have been granted by the Company.
Table 2: Summary of Employee Share Options granted on 25 April 2025
Type Number Exercise price % of shares on issue Conditions / Restrictions
FY25 Performance Rights 10,894,764 0.1p 0.08% 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)
Acquisition Special Exertion Rights 28,677,080 0.1p 0.22% Tranche 1: None.
Tranche 2: Subject to share price hurdle and continued employment following
release of FY25 Results.
Tranche 3: Subject to share price hurdle and continued employment following
release of FY26 Results.
Following the above grant, the Company has 13,079,294,602 shares issued, and
an aggregate of 680,367,084 options granted over shares issued to employees
and directors (of which 497,700,000 are the subject of agreements for
surrender as announced by the Company on 22 April 2025).
Director and PDMR awards
The issuance of share options includes awards to Greatland's Managing
Director, Shaun Day, and Chief Financial Officer, Monique Connolly, which are
set out in Table 3.
Table 3: Summary of Employee Share Options granted to related parties
The award of Acquisition Special Exertion Performance Rights to Shaun Day and
Monique Connolly 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, other than Shaun Day), having
consulted with the Company's Nominated Adviser, SPARK Advisory Partners
Limited, consider the terms of the share options to be fair and reasonable
insofar as the Company's shareholders are concerned.
PDMR dealing notifications
The following notification is provided in accordance with the requirements of
the UK Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name
Company directors/officers:
Shaun Day Managing Director
Monique Connolly 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
Identification code GB00B15XDH89
b) Nature of the transaction Award of Performance Rights
c) Price(s) and volume(s) Price payable at grant: Nil
Exercise Price: 0.1p per share
Shaun Day
Date Transaction Type Amount Price
25 Apr 25 Award of Acquisition Special Exertion Performance Rights 5,870,466 0.1p per share
Monique Connolly
Date Transaction Type Amount Price
25 Apr 25 Award of Acquisition Special Exertion Performance Rights 2,487,843 0.1p per share
d) Aggregated information n/a - single transaction
Volume
Price
e) Date of the transaction 25 Apr 25
f) Place of the transaction Outside a trading venue
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
Identification code
GB00B15XDH89
b)
Nature of the transaction
Award of Performance Rights
c)
Price(s) and volume(s)
Price payable at grant: Nil
Exercise Price: 0.1p per share
Shaun Day
Date Transaction Type Amount Price
25 Apr 25 Award of Acquisition Special Exertion Performance Rights 5,870,466 0.1p per share
Monique Connolly
Date Transaction Type Amount Price
25 Apr 25 Award of Acquisition Special Exertion Performance Rights 2,487,843 0.1p per share
d)
Aggregated information
Volume
Price
n/a - single transaction
e)
Date of the transaction
25 Apr 25
f)
Place of the transaction
Outside a trading venue
Contact
For further information, please contact:
Greatland Gold plc
Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer
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
Australia - Fivemark Partners | Michael Vaughan | +61 422 602 720
UK - Gracechurch Group | Harry Chathli / Alexis Gore / Henry Gamble |
+44 204 582 3500
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.
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