Shares issued to Newmont as consideration9 Feb 2025 15:54
Hi Ben,
Thought to share some extracts rather than just offer an opinion. chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://stg.greatlandgold.com/wp-content/uploads/2024/10/AIM-Admission-Document-10-Sep-2024-1.pdf
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The “Consideration Shares”, comprising 2,669,182,291 Ordinary Shares, with a value at the Placing Price of US$167,500,000, to be issued to a member of the Newmont Group nominated by the Sellers on Readmission, and subject to the Lock-In and Orderly Market Deed, Relationship Agreement and Wyloo Call Option Deed as described below. The Company reserves the right to increase the size of the Placing and in the event that the gross Placing Proceeds exceed US$325 million (approximately £248.65 million), the first US$83.75 million (approximately £64.1 million) of additional Placing Proceeds will be paid to the Sellers and the Consideration Shares will be reduced. The minimum number of Consideration Shares that Newmont would hold would be 1,334,591,146 which are expected to represent 10.2% of the Enlarged Share Capital;
PAGE 45 - Lock-In and Orderly Market Deed
The consideration payable by the Buyers for the Acquisition includes the issue of the Consideration Shares to Newmont NOL. On or before Acquisition Completion the Company and Newmont NOL will enter into a Lock-In and Orderly Market Deed under which Newmont NOL (or any permitted transferee) agrees to certain restrictions on disposal of the Consideration Shares, and other Ordinary Shares which may be acquired or issued in certain circumstances during the Lock-In Period or Orderly Market Period (each as defined below) (together, the “Lock-In Shares”).
Under the Lock-In and Orderly Market Deed, Newmont NOL (and any permitted transferee) will agree that for a period of 12 months starting on the date of Readmission (the “Lock-In Period”), it will not dispose of any interest in the Lock-In Shares, other than as permitted by certain limited exceptions. These limited exceptions include disposal to Wyloo under the Wyloo Call Option Deed (see summary at paragraph 6 below), disposal pursuant to the acceptance of a general offer for the ordinary share capital of the Company made in accordance with the Code or a disposal otherwise consented to by the Company (the “Exceptions to Disposal Restriction”).
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