Grant of Employee Incentive Options

Greatland Gold PLC

19 September 2023

 

Greatland Gold plc (AIM: GGP)

E: [e-mail]

W: https://greatlandgold.com

: twitter.com/greatlandgold

NEWS RELEASE | 19 September 2023                                                           

Grant of Employee Incentive Options

Greatland Gold plc (AIM:GGP) (Greatland or the Company) announces the grant of employee incentive share options under the Company's employee share plan.

These employee share options comprise FY23 Performance Rights, Retention Rights and Co-Investment Options (as described below) and collectively are an important element in the attraction and retention of individuals pivotal to Greatland's growth and their alignment with shareholder outcomes.

These incentives announced today, largely comprise of the Co-Investment Options (just over 87% of the announced incentives) which have an exercise price which is at a significant premium to the current share price of £0.119 per share (approximately 63% premium to the last closing price on 18 September 2023).  In addition, Greatland would generate significant cash proceeds if all Co-Investment Options held by directors and employees were exercised and Greatland shares issued.

All of the options to be issued are subject to continued service, requiring the holders to remain employed by Greatland until 30 June 2025 (for the FY23 Performance Rights) and 28 February 2026 (for the Co-Investment Options and Retention Rights), unless they are designated a 'good leaver', and therefore serve an important remuneration objective by incentivising the retention of Greatland's key employees.

FY23 Performance Rights

Greatland's remuneration strategy is focused on ensuring that remuneration outcomes are aligned to the creation of shareholder value.  For the 2023 financial year (FY23), Greatland has granted performance rights to Greatland's senior team which before vesting are dependent on the achievement of performance targets outlined below.

Greatland's senior team receives an annual grant of share-based performance rights the vesting of which is subject to the achievement of performance criteria over a three-year period.  Performance Rights are considered an appropriate form of remuneration to incentivise superior performance over the longer-term and complement total remuneration which includes a fixed salary and performance-based short-term incentives.

For FY23, Greatland has granted 13,306,047 share options with an exercise price of £0.001 per share (FY23 Performance Rights) to its senior team members.  The FY23 Performance Rights are granted under the Company's employee share plan with their vesting subject to achievement of the performance targets set out in Table 1. These performance targets will be assessed by Greatland's Board of Directors (Board) at the conclusion of the 2025 financial year (FY25) (hence the relevant performance period is from 1 July 2022 to 30 June 2025).

Based on the Company's performance, the Board may determine that less than 100% of the shares the subject of FY23 Performance Rights should vest, in which case, any unvested entitlements will lapse.  The FY23 Performance Rights require that the holders remain employed by Greatland at the end of the performance period (i.e. until 30 June 2025), otherwise (subject to certain limited 'good leaver' exceptions) they will lapse. 

FY23 Performance Rights which have vested following the conclusion of FY25 must be exercised prior to their expiry date (being the tenth anniversary of the date of grant).

Table 1: FY23 performance targets

Category	Performance Target	Description	Weighting
Market / Investor	Total Shareholder Return	Greatland's total shareholder return (including dividends) is equal to or greater than the VanEck Junior Gold Miners ETF	15%
	Investor Engagement	Greatland completes its ASX listing, actively engages with a broad cross section of investors and grows the proportion of its shares held by institutional investors	15%
Sustainability and Engagement	Sustainability	Greatland publishes an annual Sustainability Report with enhanced levels of disclosure relative to FY22	5%
	Native Title and Environment	Greatland maintains positive relations with all Native Title groups in respect of the land it operates on, preserves heritage sites of cultural significance as required to comply with applicable permits and remains in compliance with granted environmental approvals	5%
Havieron	Feasibility Study	Greatland actively manages its relationship with its joint venture partner and critically reviews, analyses and provides detailed input (based on its review and analysis) into the Havieron Feasibility Study	10%
	Funding	Greatland has sufficient funding in place to fund its share of the Havieron development without dilution of its current joint venture interest	15%
Portfolio	Resource Base	Greatland grows its Mineral Resource base by at least 20% (noting that joint venture mining tenements are assessed on a 100% basis)	15%
	Business Development	Greatland actively pursues portfolio enhancing business development opportunities which are presented to the Board for approval	20%

The Board currently expects to make a further regular annual award before the end of calendar year 2023 in respect of FY24 Performance Rights.

Retention Rights

Greatland is at a pivotal point in its growth journey, and attracting talent to Greatland and incentivising retention of senior team members is imperative to the Company's ability to deliver on its aspiration of becoming a multi-asset precious and base metals producer.

To incentivise the retention of Greatland's team members, a grant of 31,100,000 share options with an exercise price of £0.001 per share (Retention Rights) has been made on a one-off basis to certain employees under Greatland's employee share plan.  The Retention Rights are subject to an exercise restriction which means that the holders of the Retention Rights must be employed by Greatland on 28 February 2026 (subject to certain limited 'good leaver' exceptions) in order to be entitled to exercise.  If a holder of Retention Rights is not employed by Greatland on 28 February 2026 (and is not subject to a limited 'good leaver' exception), their Retention Rights will lapse.  If the service requirement is met, then Retention Rights must be exercised into Greatland shares prior to expiry.

Co-Investment Options

Greatland considers it important and appropriate to incentivise and align its employees to pursue value growth for its shareholders. The Co-Investment Options (as defined below) are a one-off equity incentive package for the relevant employees which serve two key purposes: aligning the interests of Greatland's employees and shareholders by incentivising employees to deliver substantial growth in shareholder value, and further incentivising retention of key employees.

Greatland has granted a total of 302,700,000 out-of-the money share options with an exercise price of £0.119 per share (Co-Investment Options) to certain employees under Greatland's employee share plan.

The exercise price represents a substantial premium of approximately 63% to the Greatland closing share price of £0.073 on 18 September 2023, demonstrating the alignment and commitment to creating substantial shareholder value. Accordingly, the Company must deliver a substantial return to shareholders before these options have any value to the recipients.

The exercise price is the same as the exercise price associated with the existing Co-Investment Rights held by Greatland's directors (see RNS Announcement titled "Grant of Co-investment Options and Share Options" dated 12 September 2022).  Hence the grant of the Co-Investment Options creates strong alignment between Greatland's Board and management team in creating shareholder value. Greatland would generate approximately £64 million in proceeds if all Co-Investment Options held by directors and employees were exercised and Greatland shares issued.

The Co-Investment Options are subject to the same service requirement as the Retention Rights, in that they are only exercisable into Greatland shares if the holder remains employed by Greatland on 28 February 2026 (or in other limited 'good leaver' exceptions).  The Co-Investment Options expire on 31 August 2026 (the same expiry date as the existing Co-Investment Options held by Greatland's directors), at which time any Co-Investment Options not exercised by 31 August 2026 will lapse.

Summary

In summary the following share options have been granted by the Company.  

Table 2: Summary of Employee Share Options granted on 19 September 2023

Type	Number	Exercise price	% of shares on issue	Conditions / Restrictions
FY23 Performance Rights	13,306,047	0.1p	0.26%	Subject to satisfaction of performance hurdles and continued service criteria; option holder must be employed by Greatland on 30 June 2025 to exercise vested rights (subject to limited 'good leaver' exceptions)
Retention Rights	31,100,000	0.1p	0.61%	These are one-off issues subject to satisfaction of continued service criteria; option holder must be employed by Greatland on 28 February 2026 to exercise (subject to limited 'good leaver' exceptions)
Co-Investment Options	302,700,000	11.9p	5.97%

Following the above grant, the Company has 5,068,626,282 shares issued, and an aggregate of 632,356,047 options granted over shares issued to employees and directors (of which 542,700,000 are out-of-the-money options with an exercise price of between 11.9p and 25.0p).

Related Party Transaction

The issuance of share options includes awards to Greatland's Managing Director, Shaun Day, and Chief Financial Officer, Chris Toon, which are set out in Table 3.

Table 3: Summary of Employee Share Options granted to related parties

Person	FY23 Performance Rights	Retention Rights	Co-Investment Options	Total Proposed	Previously Granted
					Options	Performance Rights
Shaun Day	3,898,737	7,300,000	72,700,000	83,898,737	5,000,000	12,000,000
Chris Toon	2,219,472	4,000,000	40,000,000	46,219,472	Nil	3,000,000

These awards are considered related party transactions for the purposes of the AIM Rules.  Accordingly, the independent directors of Greatland (for these purposes being all of the directors other than Shaun Day), having consulted with the Company's Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the share options to be fair and reasonable insofar as the Company's shareholders are concerned.

PDMR dealing notifications

The following notification is provided in accordance with the requirements of the UK Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Company directors/officers: Shaun Day Christopher Toon 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 Retention 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, Retention Rights, Co-Investment Options
c)	Price(s) and volume(s)	Price payable at grant: Nil Exercise Price: Performance Share Rights (0.1p per share); Retention Rights (0.1p per share) and Co-investment Options (11.9p per share) Shaun Day Date Transaction Type Amount Price 19 Sep 23 Award of Performance Rights 3,898,737 0.1p per share 19 Sep 23 Award of Retention Rights 7,300,000 0.1p per share 19 Sep 23 Award of Co-Investment Options 72,700,000 11.9p per share Christopher Toon Date Transaction Type Amount Price 19 Sep 23 Award of Performance Rights 2,219,472 0.1p per share 19 Sep 23 Award of Retention Rights 4,000,000 0.1p per share 19 Sep 23 Award of Co-Investment Options 40,000,000 11.9p per share
d)	Aggregated information Volume Price	n/a - single transaction
e)	Date of the transaction	19 September 2023
f)	Place of the transaction	Outside a trading venue

Contact

For further information, please contact:

Greatland Gold plc

Shaun Day, Managing Director  |  [e-mail]

Nominated Adviser

SPARK Advisory Partners

Andrew Emmott / James Keeshan / Neil Baldwin |  [phone]

Corporate Brokers

Berenberg  |  Matthew Armitt / Jennifer Lee  |  [phone]

Canaccord Genuity  |  James Asensio / George Grainger  |  [phone]

SI Capital Limited  |  Nick Emerson / Sam Lomanto  |  [phone]

Media Relations

UK - Gracechurch Group  | Harry Chathli / Alexis Gore / Henry Gamble  |  [phone]

Australia - Fivemark Partners  |  Michael Vaughan  |  [phone]

About Greatland

Greatland is a mining development and exploration company focused primarily on precious and base metals.

The Company's flagship asset is the world-class Havieron gold-copper project in the Paterson Province of Western Australia, discovered by Greatland and presently under development in joint venture with ASX gold major, Newcrest Mining Limited (which is the subject of an agreed takeover by Newmont Corporation).

Havieron is located approximately 45km east of Newcrest's existing Telfer gold mine. The box cut and decline to the Havieron orebody commenced in February 2021.  Significant progress continues on the exploration decline with total development at over 2,600 metres in early August 2023.  Subject to a positive Feasibility Study and Decision to Mine, Havieron may leverage the existing Telfer infrastructure and processing plant.

Greatland has a proven track record of discovery and exploration success and is pursuing the next generation of tier-one mineral deposits by applying advanced exploration techniques in under-explored regions. Greatland has a number of exploration projects across Western Australia and in parallel to the development of Havieron is focused on becoming a multi-commodity miner of significant scale.

 

END