Member Info for Dip666

Hi EOW,

there are the other conditions too which may or may not have been completed and Shaun seemed to be suggesting Nov 1st as a potential earliest date at TH.

Details in link below:

AIM Admission Doc

https://greatlandgold.com/wp-content/uploads/2024/09/AIM-Admission-Document-10-Sep-2024.pdf

CONTENTS LIST ON PAGE 14

PART 2: SUMMARY OF THE TERMS OF THE ACQUISITION.......................................... 40

- Overview page 40

- Acquisition Conditions and adjustments page 41 onwards

More info here:

https://www.ggpchat.co.uk/viewtopic.php?t=969

Thanks to Nitram for sourcing on TG- you can see the rules for GDXJ maintenance in section 5.1 in pdf below, 11th page of PDF and printed page 10:

https://www.marketvector.com/rulebooks/download/MVGDXJ_Index_Guide.pdf

5 Ongoing Maintenance

5.1 Changes to Free-Float Factors and Number of Shares

Changes to the number of shares or the free-float factors due to corporate actions like stock dividends,

splits, rights issues, spin-offs etc. are implemented on the ex-date.

Any secondary issuance, share repurchase, buy back, tender offer, Dutch auction, exchange offer, bought

deal equity offering or prospectus offering will be updated at the quarterly review if the change is smaller

than 10%. Changes larger than 10% will be pre-announced (three trading days notice) and implemented

on the first dissemination day of the following month (on a best effort basis). If necessary and information

is available, resulting float changes will be taken into consideration.

Share changes that result from M&As will impact all indexes of the MarketVector™ Equity Index family

(excluding the MarketVector™ Total Global Equity Index) that contain affected companies on the merger

effective date with no weighting cap factor change; the 10% share change restriction is removed.

I think we can all agree at this stage GGP can't use the phrase 'fully funded' Vs stating pathways to being able to fund Havieron and potentially being non dilutive as we still have a lot of assumptions being used for future revenue, capex, opex and a host of other areas for the business.

In time and now not too far away for many of these, we will see the presumptions firmed up as we get the keys and start producing and the team start providing financial reports and other numbers are updated such as resource and reserve estimates, exploration updates, DFS for Havieron which should firm up assumptions for development costs, timeline and see the banking syndicate decide whether to commit in stronger terms. Very likely IMO considering how supportive HSBC, ING and ANZ have been to date.

The ongoing financial reporting and above will help better understand how much debt funding is required and timescales in more detail for Havieron and also production in meantime through Telfer ore as other areas get proved up and mined.

Wyloo, Tembo and the banking syndicate along with other investors are all working from assumptions for above in deciding their investment or decision to commit to providing funding at various levels of commitment along the journey. Even 5 to 10 years ahead just like any business out there, much of the positioning of an investor will be made through forward looking assumptions.

All par for the course, at this moment in time there are many assumptions than definitive numbers to be studied - but this will tighten up in the next 12 to 18 months which is why I've elected to use this as my period of time to decide if I then invest longer. As I said, assumptions being made about the business or any business is literally investing for you.

There isn't a single company listed without risks or investors making forward looking assumptions to decide positioning unless they've got a time machine handy. The banks and institutions we have in place right now are all of top calibre with far better ability to conduct due diligence than anyone posting here, and seems happy to be involved at their varying levels currently. A good sign I'd suggest for the future prospects here ;-))

Should read 'The reality is delivery is what will count now, is where the SP lies after the ASX listing....'

I think part of the current volatility (which was expected by some of us) is you're possibly just seeing trading ranges being established as those trading the placing shares are being replaced by new buyers who may or may not be looking for longer term holds.

The reality is delivery is what will count now, not Where the SP lies after the ASX listing will display the type of short to mid term shareholder value through SP growth that can be achieved into Hav production. Havieron DFS, DTM And confirmation on a non -dilutive pathway to financing much of the costs will hopefully also have a positive effect but Havieron itself has somewhat of an extended Orphan Period for now.

We'll be rerated whatever we are mainly when considering the 'knowns' on Telfer ownership, proof being delivered via resource/reserve and exploration updates of extensions at Telfer, Q1 financials and ASX listing hopefully resulting in more demand for shares.

There are a number of conditions to the acquisition being concluded but some can be waived. Shaun did share that Nov 1st might be a potential date but not definitively.

https://greatlandgold.com/wp-content/uploads/2024/09/AIM-Admission-Document-10-Sep-2024.pdf

*AIM Admission Doc:-

- Definitions page 552

- Glossary of technical terms on page 560

*Some useful sections*

CONTENTS LIST ON PAGE 1

PART 2: SUMMARY OF THE TERMS OF THE ACQUISITION.......................................... 40

- Overview page 40

- Acquisition Conditions and adjustments page 41 onwards

- Employees transfer summary page 44

- Termination conditions & Deferred Consideration payments &Newmont lock In page 45

- Newmont Relationship Agreement - page 46

- Wyloo Call Options page 47

Newmont Third Quarter 2024 Earnings Conference Call

https://www.newmont.com/investors/events-and-presentations/event-details/2024/Newmont-Third-Quarter-2024-Earnings-Conference-Call/default.aspx

Hi Mark, just like some had forgotten that Tembo were part of placing mentioned in Admission Doc, makes it very easy for disruptive types :-)

Sharing again a link to useful info. about the acquisition for any existing and new investors and I've also listed page numbers of the large Admission Doc for sections of greater interest for various topics.

https://www.ggpchat.co.uk/viewtopic.php?t=969

Also don't forget that Newmont consideration shares won't be issued until acquisition is completed within 10 days so Wyloo for instance have just maintained their holding percentage once that occurs and all will need to be recalculated at that point.

He usually gets a few dozen hits on his masterful content... best to ignore than post his articles and promote for him so he actually breaks over 100 hits - just doing him a favour...

I've collated a lot of useful info. here:

https://www.ggpchat.co.uk/viewtopic.php?t=969

And additionally:

Tembo Capital Relationship Agreement

The Company will enter into a relationship with Tembo Capital which intends to

subscribe for US$50 million of Placing Shares at the Placing Price and pursuant to

which the private equity firm will have certain information rights and a right to

participate in future fundraisings to maintain its pro rata holding. Under the

relationship agreement the Company agrees to adhere to certain standards of doing

business and to maintain a listing on AIM.

The relationship agreement will terminate upon the earlier of:

(i) the Ordinary Shares ceasing to be listed on AIM or a similar

regulated exchange and

(ii) Tembo Capital’s interest falling below 3% of the

Company’s issued share capital.

From AIM Admission doc:

Tembo Capital has also irrevocably undertaken to subscribe for US$50 million of Placing Shares at the Placing Price as part of the Placing and has agreed to enter into a relationship agreement with the Company pursuant to which Tembo Capital will have certain information rights and a right to participate in future fundraisings to maintain its pro rata holding. Following Admission and Readmission, Tembo Capital will, hold approximately 7.7% and 6.1% (respectively) of the Enlarged Share Capital (assuming the Placing is taken up in full, the Retail Offer is taken up in full; no further Ordinary Shares are issued except for the Fundraise Shares, Consideration Shares and the Paterson South Consideration Shares; and no options or warrants are exercised prior to Admission and/or Readmission).

Hi Rotherby, Shaun was saying to think more in terms of 10/1 type scales vs 2 or 3/1 for consolidation with an ASX listing at the Town Hall , so I'm assuming it will be 10/1 as a minimum level and perhaps higher.

Once we get the keys it will be time for action and results to replace words.

Can't argue that there isn't a heck of a platform for growth now, but potential never made anyone wealthier which is why we're all here so we will see hiw much shareholder vakue is delivered finally.

And that will be in the form of share price growth in the near future not dividends with GGP and we will have plenty of peers to measure our performance against. Hopefully the foundations have been set during last few years by the team to entice interest once we become a producer.

Newmont's consideration shares are due within 10 days of the acquisition being completed, not today where 5.179bn shares are being issued.

*Today

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the 5,179,010,416 Placing Shares and 140,725,613 Retail Offer Shares, to be admitted to trading on AIM ("Admission"). Each of these shares will rank pari passu with the Company's existing ordinary shares from their issue. Admission is expected to occur at and Dealings are expected to commence at 8.00 a.m. on 1 October 2024. 

Following Admission, the Company's issued share capital will comprise 10,410,112,311 ordinary shares each with one voting right per share. There are no shares held in treasury When calculating the total number voting rights, shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

*Newmont Consideration Shares

Acquisition Completion, issue of the Consideration Shares and Readmission is expected to occur 10 business days after the satisfaction or waiver, if applicable, of the conditions set out in the Acquisition Agreement. The long stop date for satisfaction of such conditions is 14 February 2025 (which may be extended in certain circumstances by up to a further six months, as described in paragraph 2 of Part 2 (Summary of the Terms of the Acquisition).

@scatty - you'll be able to buy and sell as normal after cross listing on ASX.

Some platforms do let you trade ASX stocks without those kind of limits so you coudl always transfer your ISA to another provider in the years ahead if a decision to delist from AIM is ever made. Nothing has ever been intimated of that nature to date and for now with exploration still a huge focus in years ahead - having access to the speculative money on AIM makes sense you'd think :-)

@Doozer - probably overnight

That L@ was a typo mate, nothing more, just on phone when replyin g;-)

@molar - Looking at someone's screenshot on TG, L@ is listing:

- PEEL

- MREX

- SING

- WINS

- SCAP

- CANA

- CNKS

- JBER

- INV.