28 October 2022

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

("Greatland" or "the Company")

Final Results

Greatland Gold plc (AIM:GGP),a mining development and exploration company with a focus on precious and base metals, announces its financial results for the year ended 30 June 2022.

The 2022 Annual Report is available for download on our website athttps://greatlandgold.comand will be mailed out to registered shareholders.

Chairman's Statement

I am delighted with the progress of Greatland Gold plc ("Company") and the consolidated group ("Greatland" or the "Group") in what has been a landmark year for the Company. We achieved several key milestones at our flagship asset Havieron, including delivery of a Pre-Feasibility Study followed by our own independent mineral resource update that substantially increased the Havieronresource. The decline construction and other surface infrastructure activities continued at pace and we have taken major steps towards bringing a tier-one gold-copper project into production.

We also launched our inaugural Sustainability Report, which forms a key part of our commitment to being a modern and sustainable resource company, and we have cultivated a world class Board and Executive team to match our ambitions as we mature beyond a junior explorer to a resource development company.

Havieron Joint Venture

The pace of development at Havieron from our original discovery is extraordinary, such is the benefit of having Australia's largest gold producer Newcrest Mining Limited ("Newcrest", ASX: NCM) as a joint venture partner. This partnership with an experienced operator in the region has enabled a greater level of investment in Havieron and an extensive programme of infill and growth drilling has enhanced our understanding of the scale of the deposit and accelerated its development. 

During the year, a Pre-Feasibility Study was released on an initial segment of the Havieron deposit which has detailed a development pathway to first gold production and operating cashflow. The study revealed the tip of the iceberg for Havieron with a fraction of the initial resource supporting the total capex of the project, justifying the fast start approach to early cashflow generation and reinvesting back into Havieron development and infrastructure. This supports our belief that the profile of Havieron makes it a globally unique opportunity for bringing a low risk, low capex tier-one gold-copper mine into production.

The Havieron gold-copper discovery is a world class deposit and continues to deliver excellent results, with significant intercepts of high-grade gold and copper continuing to be found outside of and below the known resource shell. With over 250,000 metres of drilling now completed, together with Newcrest, we continue to enhance our understanding of the deposit and of the likelihood of continuing to update and upgrade Havieron's Resource and Reserve.

In March 2022, the Company announced an independently verified update to the Mineral Resource and Reserve to the Pre-Feasibility Study, reflecting an additional 10 months of impressive drilling results.  The Mineral Resource increased by 50% to 5.5Moz Au and 218Kt Cu and Reserve increased to 2.4Moz Au and 109Kt Cu, evidence that with each graduating study the size of Havieron gets larger and larger.

In addition, the Board is delighted that Greatland will retain 30% ownership in the Company's flagship asset on conclusion of the 5% option process under the Havieron Joint Venture agreement. We believe this outcome delivers substantial medium and long term value to Greatland.

Juri Joint Venture

We are making great progress at the Company's second joint venture with Newcrest - Juri ("Juri JV") where the first year exploration programme was completed and results revealed the discovery of broad intersections and continuity of gold mineralisation at Black Hills. The results of the exploration programme along with conducting geophysical surveys and other tests have been valuable to refine and assess new targets for the second year programme, currently underway. Newcrest has advanced the Juri JV to Stage 2, which enables a potential increase in Newcrest's investment in the programme without the need for Greatland to self-fund these activities.

100% owned projects

We remain excited by several other 100% owned prospects that display similar geophysical characteristics to the Havieron gold-copper deposit, particularly in the Paterson region. At Scallywag, adjacent to the Havieron project, exploration drilling completed during the year identified gold mineralisation had been intercepted in four of the seven holes. Adding to this, electromagnetic testing identified new conductor targets which further increases our confidence regarding prospectivity for finding mineralised systems at Scallywag.

In addition, aero magnetic testing across our expanded footprint in the Paterson region has uncovered strong gravity and near coincident magnetic anomalies at the 100% owned Canning and Paterson South licences. Both targets are analogous to the magnetic and gravity anomaly associated with the Havieron gold-copper deposit, and follow-up exploration is warranted.

The Group significantly expanded its footprint in the Paterson province after agreement was reached with Province Resources Limited to acquire the 100% owned Pascalle tenement, the 100% owned Taunton tenement plus applications for two exploration licences.  This enabled the Group to expand its position in the Paterson province to more than 1,000 square kilometres, including a prospective area strategically located between Havieron and Telfer.

Corporate

During the year, Greatland was recognised and awarded the winner of the 2021 Commodity Discovery Fund award for its Havieron discovery, tremendous recognition of Greatland's exploration team.

Greatland is committed to safe, responsible and sustainable exploration and we continue to focus on improving health and safety training and processes, and on further strengthening our relationships with the indigenous communities in the areas that we operate as well as on our Environmental, Social and Governance ("ESG") focus for developing a responsible and sustainable resources company. In May 2022, the Group published its first Sustainability Report, a current state assessment of material items related to ESG matters. This assessment reveals a compliance driven approach to ESG and forms a baseline to define a roadmap, enabling our business operations to enhance our sustainability footprint.

The Group's financial position was fortified during and post year end. A combination of fundraises, including proceeds raised from new cornerstone investment partners, allowed the Company to secure a total of £11.9 million during the year, with an additional £29.7 million raised in August 2022. In September 2022, Greatland executed a debt commitment letter with a syndicate of leading international banks of A$220 million (£130 million) and an equity investment by Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) plus an option to acquire up to an additional £35 million of Greatland shares at £0.1 per share.

As announced on 14 July 2022, Greatland successfully renegotiated the contingent consideration due under the original 2016 Havieron acquisition, agreeing with the vendor to issue a reduced number of shares and impose a two-year restriction on the dealing of these shares. This reflects the vendor's support for Greatland and conviction in Havieron.

During the year Greatland also underwent a transition to significantly enhance its organisational capability to match its growth in corporate profile and have the required skillset and expertise to oversee the development of its flagship Havieron asset. Under the leadership of Managing Director, Shaun Day, a number of high calibre new appointments were made in the areas of resource geology, mine engineering, processing, corporate development, legal and finance. After the retirement of Callum Baxter, Executive Director, during the year, the Board was bolstered with the appointment of Paul Hallam as Non-Executive Director, an industry veteran with four decades of Australian and international resource experience.

Subsequent to the year end, Greatland further strengthened its Board capability announcing the intention of three transformational appointments of Australian corporate and mining industry leaders to assist the Company in fulfilling its ambition to be a world class resource development company.James 'Jimmy' Wilson, a former senior executive at BHP including the former President of its iron ore division, joined as Executive Director on 12 September 2022. Mark Barnaba, eminent natural resources investment banker and Deputy Chair of A$50 billion ASX-listed Fortescue Metals Group Ltd will join as Non-Executive Chairman on or before 1 January 2023, at which time I will assume a senior Non-Executive role, and Elizabeth Gaines, former Fortescue CEO and Managing Director will join as a Non-Executive Director and Deputy Chair on or before 1 January 2023. The addition of such a high-quality team of successful professionals is a strong validation of the quality of Greatland's assets, recognition of our strong management team developed under our Managing Director, Shaun Day, and our potential for significant value creation for our shareholders.

Greatland benefits from operating many of its assets in a tier-one mining jurisdiction of Western Australia. The Fraser Institute 2021 Annual Survey of Mining Companies ranked Western Australia as the number one jurisdiction out of 84 worldwide based on mining investment attractiveness during the year. This provides further support and security around Greatland's exploration and development assets. The remote location, coupled with public health protocols has resulted in minimal impact of COVID-19 on operations. At Havieron the JV Manager, Newcrest, has implemented a COVID-19 plan and maintained measures to reduce and mitigate the risk of the COVID-19 pandemic to its project workforce and key stakeholders, and development has continued without interruption.

Looking ahead 

Havieron provides an outstanding cornerstone project on which to develop and pursue our aim to become a multi asset producer. It enables us to leverage our established footprint and proven methodology in the Paterson region, one of the world's most attractive jurisdictions for discoveries of tier-one, gold-copper deposits.

I would like to thank my fellow Board members, the management team and our staff for their excellent work and efforts over the last year, which have seen us take such great leaps forward. On behalf of the Board, I thank our shareholders for their strong support and their committed engagement with Greatland. We are focused on executing our strategy to realise our ambitions and maximise shareholder value over the long term.We look forward to an exciting future with a high degree of anticipation for the Company's ongoing success.

Alex Borrelli

Chairman

Strategic Report

The Managing Director presents the strategic report on the Group for the year ended 30 June 2022.

Principal activities, strategies and business model

The principal activity of the Group is to explore for and develop precious and base metal assets. The Board seeks to increase shareholder value by advancing the development of the Havieron gold-copper project, the systematic exploration of its existing resource assets, and by consideration of financially disciplined opportunities to improve the asset portfolio.

The Group's strategy and business model is developed by the Managing Director and is approved by the Board. The Managing Director who reports to the Board is responsible for implementing the strategy and organisational matters with the leadership team.

The Group aspires to become a multi-commodity resources company of significant scale. This includes a focus on the creation of a modern and sustainable resource business with responsible behaviours and environmental stewardship to deliver long term success.

Business development and performance

The financial year ended 30 June 2022 represented a period of substantial growth and organisational transition for the Company. During the year, Greatland successfully advanced development and exploration across its portfolio of project assets with several milestones achieved on the pathway to developing the Group's flagship asset, the world class Havieron gold-copper project in the Paterson region of Western Australia, discovered by Greatland and under a joint venture with Newcrest.

Havieron Project, Western Australia (Greatland: 30%)

Havieron is currently in development under a joint venture with Newcrest, Australia's largest gold producer. Havieron was discovered by Greatland in 2018 and has become established as one of the most exciting long-life gold-copper deposits in development worldwide. It provides Greatland with a strategic position in the Paterson Province of Western Australia, one of the leading frontiers for the discovery of tier-one gold-copper deposits.

Newcrest assumed management of the Joint Venture in May 2019 and has since been undertaking the ore body definition and technical studies required to support regulatory approvals and investment decisions for a staged development plan. Havieron is located just 45 kilometres from Newcrest's Telfer mine. This allows Havieron to leverage Telfer's existing infrastructure and processing plant to significantly reduce the project's capital expenditure and carbon impact for a low-cost pathway to development under an ore tolling arrangement.

The Stage 1 Pre-Feasibility Study ("PFS") was completed on 12 October 2021, a study that only covered a portion of Havieron's South-East Crescent segment, reflecting a staged approach to the evaluation and development of the project. The PFS outlined the pathway to achieve commercial production within two to three years and delivered outstanding economics as the maiden PFS supports the upfront capex of developing the project while generating strong early cash flow, internal rate of return and payback. The study was a point in time analysis using a February 2021 cut-off date for drilling with significant additional information now available to be incorporated into future studies.

Infill and growth drilling continued during the year and has returned excellent results demonstrating continuity of high-grade mineralisation at Havieron with expansion of the mineralisation across all four current zones - South East Crescent, Eastern Breccia, North West Crescent and Northern Breccia. Drilling reinforced the potential for the Eastern Breccia corridor to host crescent style high grade mineralisation. Havieron remains open laterally and at depth.

In March 2022, Greatland independently updated the Havieron Mineral Resource which demonstrated a substantial increase to the Resource and Reserve announced in the maiden PFS, reflecting an additional 10 months of consistently impressive drilling results. This update increased the Mineral Resource estimate from 4.4 million gold equivalent ounces outlined in the PFS to 6.5 million ounces of gold equivalent, an increase of almost 50% and highlighted an 86% conversion of resource to reserve reinforcing the quality of the Havieron asset and demonstrating a significant annual growth rate of Havieron. For the first time, material from the Eastern Breccia was included in the mineral resource estimate reflecting the expansion of the Havieron system.

In July 2021, an official naming ceremony was held at site, where the entrance to Havieron was renamed Kalajartu, being the traditional Martu name for this place including the nearby camp on Martu country.

Early works construction activities continued at Havieron following the completion of the box cut and portal entrance enabling the start of the decline, which commenced in May 2021. The exploration decline development had reached 489 metres just after the end of the financial year, despite a period of slower advancement when navigating through a section of unconsolidated ground. The ground conditions improved during the last quarter and subsequent to the year end the improved conditions have enabled first full face blast allowing for a notable acceleration of the decline advancement. The first ventilation shaft blind bore was completed marking a major milestone which significantly reduces the risk to future ventilation shaft construction. Works to progress the necessary approvals and permits required to commence the development of an operating underground mine and associated infrastructure at the Havieron project continued to progress.

Work on the Feasibility Study ("FS") continued during the year along with concurrent studies assessing growth options for Havieron. The FS is planned to be extendedto allow further time to maximise value and de-risk the project.

Juri Joint Venture, Western Australia (Greatland: 49%)

The Juri Joint Venture consists of the Black Hills and Paterson Range East exploration licences in the prospective Paterson region. Under the joint venture with Newcrest, Newcrest has the right to earn up to a 75% interest by spending up to A$20 million in total as part of a two-stage farm-in over five years.

The Juri JV undertook an exploration drilling programme over the Black Hills and Paterson Range East tenements with encouraging results. This saw the completion of a nine-hole drill programme and ground electromagnetic surveys at Black Hills refined and identified prospective conductor targets for further drilling.

In October 2021, the Juri JV advanced to Stage 2 marking an extension and potential increase in investment from A$3 million to A$20 million by Newcrest. This additional investment potentially enables Greatland to expand and accelerate the 2022 Juri exploration programme without the need to self-fund this activity. Furthermore, this commitment reflects the strength of our relationship with Newcrest and our mutual belief in the benefits of our partnership to uncover further deposits in the highly prospective Paterson region.

Subsequent to the year end, drilling commenced at Black Hills, testing a conductive plate interpreted from the electromagnetic surveys. Further drilling is planned at Paterson Range East targeting electromagnetic anomalies with coincident, geochemical or magnetic and gravity anomalies.

100% owned projects

Scallywag project, Western Australia

Adjacent to the Havieron mining lease, containing a further 20 kilometres of strike of Yeneena Group metasediments located directly to the north-west of Havieron.

Exploration work over the Scallywag licence E45/4701 consisted of airborne Electro Magnetic ("EM") surveying and target identification ofseveral discrete EM anomalies that were identified along strike from known mineralisation on the Black Hills tenement. Diamond drilling and downhole EM work are ongoing to further refine these targets.

A second tenement along trend to the northwest of Scallywag (Wanman licence E45/6134) was applied for during the period.The ballot process was decided in the Company's favour and the tenure has progressed to negotiation of a land access agreement.          

Greater Paterson projects, Western Australia

The Greater Paterson project includes four granted exploration licences; Rudall, Canning, Pascalle, Taunton and two exploration licence applications (Salvation Well North and Salvation Well). The Paterson project is located in the Paterson region of northern Western Australia. The licences collectively cover more than 1,000 square kilometres of ground which is considered prospective for intrusion related gold-copper systems and Telfer style gold deposits along with the Havieron gold-copper resource.

During the year the Company was granted two exploration licences E45/5862 (Canning) and E45/5533 (Rudall).

A recent heritage survey conducted across the Havieron style magnetic anomaly on the Rudall prospect will enable this target to be refined with ground electromagnetics and drill tested within the current field season. A further heritage survey is planned for the Canning tenement this field season to allow for drill testing in 2023.

In September 2021, the Group entered into an agreement with Province Resources Limited to acquire the 100% owned Pascalle tenement, the 100% owned Taunton tenement and two tenement applications for exploration licences in the Paterson Province of Western Australia.  This enabled the Group to expand its footprint in the Paterson province by over 1,000 square kilometres, including a prospective area strategically located between Havieron and Telfer.

Ernest Giles project, Western Australia

The Ernest Giles project is located in central Western Australia, covering an area of approximately 1,950 square kilometres with around 180 kilometres of strike of rocks prospective for gold. The eastern Yilgarn Craton is one of the most highly mineralised areas in Western Australia and is considered prospective for large gold deposits.

During the year, Greatland refined its geological interpretation and identified targets with settings strongly indicating Mt Magnet style mafic BIF, Wallaby style syenite and typical Yilgarn style greenstone deposits within the previously tested Meadows prospect. Follow up drilling and geophysical surveys have been planned to test these targets. During the period the Company also continued positive ongoing Native Title land access agreement negotiations with traditional owners.

Panorama project, Western Australia

The Panorama project consists of three adjoining exploration licences, covering 157 square kilometres, located in the Pilbara region of Western Australia, in an area that is considered to be highly prospective for gold and cobalt.

During the period, Greatland engaged external consultants to complete processing and interpretation of the Airborne Electro-Magnetic ("AEM") survey previously completed. This work identified fifteen priority targets from a total of twenty eight discrete anomalies. Twelve of these are associated with Ni prospective mafic-ultramafic rocks. In addition, several of the previous surface sampling anomalies identified pathfinder geochemical targets. A programme of surface geology mapping and soil sampling has been planned for nine distinct areas, encompassing the AEM. A native title land access agreement was successfully negotiated and signed with the Palyku group allowing immediate access to the ground.

Bromus project, Western Australia

The Bromus project is located 25 kilometres South-West of Norseman in the southern Yilgarn region of Western Australia. The Bromus project consists of two licences, covering 87 square kilometres of under-explored greenstone and intrusive granites of the Archean Yilgarn Block at the southern end of the Kalgoorlie-Norseman belt.

During the period, Greatland identified an RC drill target based on soil sampling which returned anomalous Cu, Zn and Ag coincident with an airborne EM anomaly. A surface sampling program is also recommended to follow up anomalous gold in soils in the north of the Bromus tenement. Greatland also advanced land access negotiations.

Firetower project, Tasmania

The Firetower project is located in central north Tasmania, Australia and covers an area of 62 square kilometres.

During the year the Group obtained a two-year extension to the term of this licence and proposed ground geophysics, and diamond and RC drilling.The Firetower project has strong base metals mineralisation and porphyry copper potential over a 5 kilometres long structure.

Warrentinna project, Tasmania

The Warrentinna project is located 60 kilometres North-East of Launceston in north-eastern Tasmania and covers an area of 37 square kilometres with 15 kilometres of strike prospective for gold.

During the period Greatland undertook Short Wave Infrared (SWIR) logging of its completed diamond and RC drilling in order to refine the alteration interpretation and vector to high grade mineralisation.

A two-year extension of term was applied for and granted.

Further details regarding developments by project can be found on the Company's website at:https://greatlandgold.com/projects/

Sustainability

On 5 May 2022, the Group published its first Sustainability Report, a current state assessment of material items related to ESG matters. This assessment reveals a combination of values orientation together with a compliance driven approach and forms a baseline to define a roadmap, enabling our business operations to enhance our sustainability footprint. This report is an important and natural step as Greatland evolves from an explorer to developer and to becoming a multi-commodity producer. The Sustainability Report can be found on the Company's website at:https://greatlandgold.com/sustainability/

Corporate

During the year, the organisational capacity of the Group was strengthened from a junior explorer to be fit for purpose as a mid-tier developer. This transition involved new hires in areas including resource geology, mine engineering, processing, legal and finance together with enhancing our Board experience with the appointment of a new Non-Executive Director.

Subsequent to the year end, on 14 July 2022, Greatland announced it had successfully renegotiated the contingent consideration due under the original 2016 Havieron acquisition. Greatland agreed with the vendor a two-year restriction on dealing with the Greatland shares to be issued and a reduction of 4.5% in the number of Greatland shares to be issued, a saving of over 6.5 million shares. This reflected the vendor's support for Greatland and conviction in the Havieron project.

The Company then announced the successful conclusion of the Havieron Joint Venture 5% option process, with Greatland retaining its 30% interest in Havieron.

Shortly afterwards, the Group's financial position was strengthened from the issuance of new shares in August 2022. The fundraise experienced strong demand with total gross proceeds raised of £29.7 million. The equity raising will provide the Company the opportunity to add a significant institutional presence to our share registry, reflecting the increasing maturity of our business and the value proposition of Greatland.

On 12 September 2022, Greatland executed a debt commitment letter of A$220 million (£130 million) and an equity investment by Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) plus an option to acquire up to an additional £35 million of Greatland shares at £0.1 per share.

Principal Risks and Uncertainties

Management of the business and the execution of the Board's strategy are subject to a number of key risks and uncertainties, our approach to managing these is detailed below:

Risk

Description

Key Mitigators

Occupational health and safety

Safety risks are inherent in exploration andminingactivities and include both internal and external factors requiring consideration to reduce the likelihood of negative impacts. The current highest risk, due to the geological spread of exploration activities, is associated with transportation of people to and from the project areas.

Every Director and employee of the Company is committed to promoting and maintaining a safe and sustainable workplace environment, including adopting COVID safe work practices. The Company regularly reviews occupational health and safety policies and compliance with those policies. The Company also engages with external occupational health and safety expert consultants to ensure that policies and procedures are appropriate as the Company expands its activity levels.

COVID-19

The Group may be affected by disruptions that the COVID-19 pandemic presents that include but are not limited to financial, operational, staff and community health and safety, logistical challenges and government regulation.

At present the Group believes that there should be no significant material disruption to its operations in the near term and continues to monitor these risks in line with an infectious diseases management plan, global development and the Group's business continuity plans.

Commodity price risk

The principal commodities that are the focus of our exploration and development efforts (precious metals and base metals assets) are subject to highly cyclical patterns in global demand and supply, and consequently, the price of those commodities can be highly volatile.

On an ongoing basis we look at opportunities to further diversify our commodity portfolio. In addition, we continuously review our costs as well as hedging strategies to make our current portfolio more resilient.

Risk

Description

Key Mitigators

Havieron development approvals

The potential future development of a mine at Havieron depends upon a number of factors, including but not limited to, results from geotechnical, metallurgical and environmental studies, the grant of necessary permits and other regulatory approvals, project economics, a positive decision to mine and the ability to secure finance.

The Feasibility Study for the Havieron project continued during the year. The FS will explore further options that will better achieve the project objectives and consideration of environmental, social and economic impacts.

Funding Havieron development

Raising sufficient debt and equity to fund the Company's share of the Havieron Joint Venture is crucial to enable the Group to fast track the development of Havieron including early works and other mine development activities.

In August 2022, the Company raised £29.7 million through the issuance of new shares. Subsequently Greatland executed a debt commitment letter of A$220 million (£130 million) and an equity investment by Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) plus an option to acquire up to an additional £35 million of Greatland shares at £0.1 per share.

Recruiting and retaining highly skilled directors and employees

The Company's ability to execute its strategy is highly dependent on the skills and abilities of its people.

We undertake ongoing initiatives to foster strong staff engagement and ensure that remuneration packages are competitive in the market.

Mineral exploration discovery

Inherent with mineral exploration is that there is no guarantee that the Company can identify a mineral resource that can be extracted economically.

Exploration work is conducted on a systematic basis. More specifically, exploration work is carried out in a phased, results-based fashion and leverages a wide range of exploration methods including modern geochemical and geophysical techniques and various drilling methods.

The Board regularly reviews our exploration and development programmes and allocates capital in a manner that it believes will maximise risk-adjusted return on capital, within our capital management plan.

We apply advanced exploration techniques to undercover areas and regions that we believe are relatively under-explored.

We focus our activities on jurisdictions that we believe represent low political and operational risk. We operate in jurisdictions where our team has considerable on the ground experience. Presently all of the Company's projects are in Australia, a country with established mining codes, stable government, skilled labour force, excellent infrastructure and well-established mining industry.

Directors Report

The Directors present their report on the consolidated entity (referred to as "the Group") consisting of the parent entity, Greatland Gold Plc ("Greatland" or "the Company") and the entity it controlled at the end of the year ended 30 June 2022 (the reporting period) and the independent auditor's report thereon.

Directors

The details of the Directors in office during the financial year and until the date of this report are set out below.

The qualifications, experience, other directorships and special responsibilities of the Directors in office for the financial year ending 30 June 2022 and up to the date of this report are detailed below.

Alex Borrelli

Independent Non-Executive Chairman

Qualifications

FCA

Experience

Alex qualified as a Chartered Accountant and has many years of experience in investment banking encompassing flotations, takeovers, and mergers and acquisitions for private and quoted companies.

Other current listed company directorships

Non-Executive Director of Red Rock Resources plc

Non-Executive Director of Bradda Head Lithium Limited

Non-Executive Director of Tiger Royalties and Investments plc

Non-Executive Director of BWA Group plc

Non-Executive Director of Kendrick Resources plc

Special responsibilities

Member of the Audit and Risk Committee

Member of the Remuneration Committee

Shaun Day

Managing Director

Qualifications

FCA

Experience

Shaun has over 20 years of experience in executive and financial positions across mining, infrastructure, investment banking and international consulting firms. Shaun has considerable capital markets experience with a track record of leading successful transactions including M&A transactions and capital raising.

Prior to joining Greatland, Shaun was CFO of Northern Star Resources Limited, an ASX-100 company during its expansion to a global-scale Australian gold producer. Prior to Northern Star, Shaun was CFO of SGX-50 listed Sakari Resources Plc during a period of expansion ahead of its takeover by PTT plc.

Other current listed company directorships

Non-Executive Director of Aurumin Limited

Clive Latcham

Independent Non-ExecutiveDirector

Qualifications

BE(Hons), MSc (Mineral Economics)

Experience

Clive is a chemical engineer and mineral economist with over thirty years' experience in senior roles in the mining sector. Clive joined Greatland from ERM - Environmental Resource Management, the world's leading sustainability consultancy group, where he is currently Senior External Advisor, and advisor to the Chairman and Chief Executive Officer. 

Prior to his role at ERM, Clive worked as an independent advisor to private equity and mining consultancy firms, and spent nine years in senior roles with Rio Tinto plc. During his time at Rio Tinto, Clive spent four years as Copper Group Mining Executive, where he was responsible for managing Rio Tinto's investments in the operating businesses of Escondida in Chile, Grasberg in Indonesia, and Phalaborwa in South Africa and for the initial development of new projects and acquisitions, including La Granja in Peru and La Sampala in Indonesia. 

Other current listed company directorships

None

Special responsibilities

Member of the Audit and Risk Committee (Chair)

Member of the Remuneration Committee

Paul Hallam

Non-ExecutiveDirector

Qualifications

BE (Hons) Mining, FAICD, FAusIMM

Experience

Paul has more than 40 years Australian and international resource industry experience. His operating and corporate experience is across a range of commodities (iron ore, bauxite, alumina, aluminium, gold, silver, copper, zinc and lead) and includes both surface and underground mining.

He has global experience stemming from his executive roles across multiple cultural, regulatory and business environments. His former executive roles include Director - Operations with Fortescue Metals Group, Executive General Manager - Development & Projects with Newcrest Mining Ltd, Director - Victorian Operations with Alcoa and Executive General Manager - Base and Precious Metals with North Ltd; and also, mine management/development roles for Battle Mountain Gold Company in Chile, Bolivia and Australia. In these and previous roles Paul has held site and corporate accountability for all site functions plus sales and marketing, stakeholder management, capital projects and regulatory oversite and management for multiple mining operations.

Paul retired in 2011 to pursue a career as a professional Non-Executive Director. He has held Australian and international Non-Executive Director roles since 1997.

Other current listed company directorships

Non-Executive Chairman of Coda Minerals Limited

Special responsibilities

Member of the Audit and Risk Committee

Member of the Remuneration Committee (Chair)

James 'Jimmy' Wilson

ExecutiveDirector

Qualifications

BSc (Mechanical Engineering)

Experience

James is a highly experienced mining and natural resources executive with deep operational experience across a range of commodities and project styles. He brings significant international infrastructure and supply chain experience in Australia, South Africa, North and South America.

James spent more than 25 years with the world's biggest mining company BHP and held various senior executive positions including as President of the iron ore division, President of energy coal, President of stainless steel materials and President and Chief Operating Officer of Nickel West. He successfully managed the integration of the WMC Resources' nickel assets into BHP after BHP's takeover of WMC. Earlier in his career James held a number of roles in the gold industry with Anglo American.

After leaving BHP, James was appointed as the Chief Executive of CBH Group, the Western Australian grain growers collection which is responsible for the storage, handling, transport, processing, marketing and export of more than 90 percent of WA's grain production.

Other current listed company directorships

None

Directors Interest

The Directors' holdings of shares and options in the Company as at 30 June 2022 are as follows:

Principal activities

The principal activities of the Group during the year consisted of the mining development of the Havieron project and the exploration and evaluation of mineral tenements in Australia.

Results and dividends

·     Net loss after tax of £11,365,645 (2021: £5,519,648);

·     Operating cash outflow of £5,961,397 (2021: £2,695,685);

·     Net assets of £5,725,602 (2021: £4,154,893), with cash of £10,386,473 as at 30 June 2022 (2021: £6,212,057)

Going Concern

The Group has incurred a loss before tax of £11,365,645 (2021: £5,519,648) and had a net cash outflow of £34,932,650 (2021: £16,266,226) from operating and investing activities. At reporting date there were net current assets of £14,831,306 (2021: £7,134,881), with cash of £10,386,473 (2021: £6,212,057). The loss resulted from exploration and administrative related costs, and an unrealised foreign exchange loss of £2,735,818 from the loan held by the Australian subsidiary with Newcrest Operations Limited in respect of the Havieron Joint Venture.

Subsequent to the year end, the Group's financial position was strengthened from the issuance of new shares in August 2022. The fundraise experienced strong demand with total gross proceeds raised of £29.7 million. In addition, the Company announced on 12 September 2022 the execution of a debt commitment letter of A$220 million (£130 million) and equity agreement with Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) plus an option to acquire up to an additional £35 million of Greatland shares at £0.1 per share.

As such, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In addition, the Group is able to significantly reduce expenditure on its own exploration programmes if it wishes to do so. The Group also has the ability to raise capital for expansion purposes if required, and has demonstrated an ability to do so in the past.

Having prepared forecasts based on current resources and assessing methods of obtaining additional finance, the Directors believe the Group has sufficient resources to meet its obligations for the foreseeable future.

Taking these matters into consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements. The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.

Likely developments and expected results

A review of the current and future development of the Group's business is given in the Strategic Report.

Risk Management

The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed.

A risk register is maintained by the Company that identifies key risks in areas including corporate strategy, financial, staff, occupational health and safety, environmental and traditional owner engagement. The register is reviewed periodically and is updated as and when necessary, with all employees and directors being responsible for identifying, managing and mitigating risks.

Refer to Strategic Report for detailed information on the principal risks and uncertainties and for further detailed information on the financial risks refer to Note 19.

Key performance indicators

The board has defined the following seven Key Performance Indicators ("KPIs") during the year to monitor and assess the performance of the Company as it advances from an exploration company into a resource development company.

Performance Target

Rationale 

Our performance in 2022

Total Shareholder Return ("TSR") measured over preceding three years against the VanEck Junior Gold Miners ETF ("GDXJ")

The performance of Greatland's share price demonstrates the total return to the shareholders over the preceding three years. Our strategy aims to maximise shareholder returns through the commodity cycle, and TSR is a direct measure of that.

TSR performance for the financial year 2022 was negative 45%, compared to negative 33% for GDXJ. The TSR performance over the preceding three years is a performance target for the Group's Long Term Incentive Plan.

ESG Sustainability Report

Greatland is committed to safe, responsible and sustainable exploration and development. The Company continues to focus on improving health and safety training and processes, and on further strengthening relationships with the indigenous communities in the areas that we operate, as well as on our ESG focus for developing a responsible and sustainable resources company.

In May 2022, the Group published its first Sustainability Report. This assessment reveals a compliance driven approach to ESG and forms a baseline to business operations to enhance our sustainability footprint.

Safety Performance   

Supporting our people and their safety is our number one priority and essential to everything we do. We believe that non-financial performance is connected to long term value created and this is best demonstrated when sustainability is embedded throughout our business.

Greatland achieved its goal of maintaining a safe workplace for all. There were no fatalities at the Company's projects during the year (2021: nil).

Fund Greatland's share of the Havieron Joint Venture development costs to first production

Raising sufficient debt and equity to fund the Company's share of the Havieron Joint Venture is crucial to enable the Group to fast track development of Havieron including early works and other mine development activities, plus accelerate exploration activities at the Group's 100% owned licences to target new discoveries similar to Havieron in the Paterson region.

The Company focused on securing a debt commitment letter and raising additional capital through the issuance of new shares. In August 2022, the Company raised £29.7 million through the issuance of new shares. In addition Greatland executed a debt commitment letter with a syndicate of leading international banks of A$220 million (£130 million) and an equity investment by Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million).

JORC Resource

Growth of the JORC Resource is a crucial component to Greatland's long term strategy.

In March 2022, the Company announced an independently verified update to the Mineral Resource and Reserves to the Pre-Feasibility Study, reflecting an additional 10 months of impressive drilling results. The Mineral Resource increased by 50% to 5.5Moz Au and 218Kt Cu and Reserve increased to 2.4Moz Au and 109Kt Cu.

Advancement of Feasibility Study for Havieron

Havieron provides an outstanding cornerstone project on which to develop and pursue the Company's aim to become a multi asset producer. It enables the Company to leverage our established footprint and proven methodology in the Paterson region, one of the world's most attractive jurisdictions for discoveries of tier-one, gold-copper deposits.

The Feasibility Study for the Havieron project continued during the year and explored further options for project objectives and consideration of various factors including but not limited to environmental, social and economic impacts.

Corporate development activity 

Corporate development activity is a crucial component to amplify Greatland's growth strategy and support the transition of the business from an explorer to a developer and producer.

Ongoing corporate activity was undertaken during 2022, including marketing activity, progressing options to undertake a cross listing onto the Australian Stock Exchange and consideration and analysis of potential merger and acquisition opportunities. 

Share Capital

Information relating to shares issued during the year is given in Note 12 to the accounts.

Substantial Shareholdings

On 30 June 2022 and 30 September 2022, the following were registered as being interested in 3% or more of the Company's ordinary share capital:

Refer to events after reporting period below for further details regarding equity raises subsequent to the year end.

Political donations

During the period there were no political donations (2021: nil).

Auditors

PKF Littlejohn LLP has served as the Company's auditors since 2020. The Directors will place a resolution before the annual general meeting to reappoint PKF Littlejohn LLP as auditors for the coming year.

PKF Littlejohn LLP has signified its willingness to continue in office as auditor.

Directors' Indemnity

The Company has maintained Directors' and Officers' insurance during the year. Such provisions remain in force at the date of this report.

Events after the reporting period

Havieron project contingent consideration

On 14 July 2022, Greatland announced it had successfully renegotiated its obligations with respect to the contingent consideration due under the original 2016 acquisition of the Havieron project. The original consideration for this 2016 transaction comprised an initial payment of A$25,000 in cash and 65,490,000 new ordinary shares and a further 145,530,000 new ordinary shares issued in Greatland Gold plc, conditional upon Greatland's ownership interest in Havieron reducing to 25% or less or upon a decision to mine at Havieron whichever occurs earlier. This latter tranche of shares, modified as described below, was issued to the vendor's nominee, a private Australian investment vehicle, Five Diggers Pty Ltd.

In return for removing the conditionality on the contingent element of the consideration, the following modifications were agreed: 

a)    a two-year restriction on dealing with the Greatland Gold plc's shares to be issued to Five Diggers Pty Ltd, comprising:

-      12-month lock in, which prohibits any disposals of the shares in this period, subject to carve outs (such as recommend takeovers), plus

-      a subsequent 12-month orderly market arrangement, requiring that, during this period, the shares may only be traded in consultation with Greatland Gold plc's broker and through the broker (subject to customary carve outs); and

b)    a reduction in the number of shares being issued by 4.5%, being a reduction of over 6.5 million shares, to atotalof 138,981,150 new ordinary shares issued in Greatland Gold plc

The contingent consideration of 138,981,150 new ordinary shares issued in Greatland Gold plc were issued with a value of £16.1 million in aggregate at £0.116 per ordinary share, based on the closing price on 2 August 2022. The contingent consideration of £16.1 million will be capitalised as mine development as it forms part of the contingent consideration for the Havieron project.

Option for 5% Havieron Joint Venture interest 

Subsequent to the year end the process for determining the option price for the 5% joint venture interest under the Havieron Joint Venture Agreement ("JVA") was finalised. This resulted in an option price of US$60m at which Newcrest could acquire an additional 5% interest in the Havieron Joint Venture from Greatland. On 19 August 2022, Newcrest elected not to exercise its option and as a result Greatland's interest in the Havieron project remains at 30%.

Funding secured for development of Havieron 

Subsequent to the year end the Group's financial position was strengthened from the issuance of new shares on 25 August 2022. The fundraise experienced strong demand with total gross proceeds raised of £29.7 million, which included the cornerstone participation of Tribeca Investment Partners. A total of 362,880,180 placing shares were placed at an issue price of £0.082 per new ordinary share.

In addition, the Company announced on 12 September 2022 the execution of a debt commitment letter of A$220 million (£130 million) and equity agreement with Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) and additional future potential equity contribution of £35 million. The debt commitment letter, including term sheet, was signed for a seven-year term, self-arranged debt syndicate with three leading banks: Australia and New Zealand Banking Group ("ANZ"), HSBC Bank ("HSBC") and ING Bank (Australia) ("ING"). The facility comprises a A$200 million Facility A seven-year amortising Term Debt Facility and a A$20 million Facility B which is a five-year Revolving Credit Facility. Facility A interest will be charged at benchmark (Australian BBSY) plus margin of 3.50% p.a. reducing to 3.25% p.a. post project completion, Facility B will be charged at a margin of 4.50% p.a. Financial close and draw down is subject to customary project financing conditions including completion of reporting requirements, Feasibility Study criteria and agreeing final documentation.

The strategic equity investment from Wyloo Metals ("Wyloo"), a privately owned metals company with a focus on investing in the responsible development of the next generation of mines was approved by the shareholders on 7 October 2022. The initial strategic equity subscription of A$60 million (£35 million) was priced at £0.082 per share, being the same price at which equity was raised in the recent placing and small premium to the five-day volume weighted average price ("VWAP") of 9 September 2022, and resulting in Wyloo becoming Greatland's largest shareholder with approximately 8.6% of shares on issue.

Wyloo also has an additional future potential equity contribution of £35 million. Wyloo's further potential investment is through the issue of warrants to subscribe for additional equity as ordinary shares at an exercise price of £0.1 per share. If the warrants are exercised in full, the average price of Wyloo's investment in Greatland would be just over £0.09 per share being a 10.6% premium to the five-day VWAP to 9 September 2022.

Transformational appointments to the Board

Subsequent to the year end, Greatland further strengthened its Board capability announcing the intention of three transformational appointments of Australian corporate and mining industry leaders to assist the Company in fulfilling its ambition to be a world class resource development company.Jimmy Wilson, a former senior executive at BHP including the former President of its iron ore division, joined as Executive Director on 12 September 2022. Mark Barnaba, eminent natural resources investment banker and Deputy Chair of A$50 billion ASX-listed Fortescue Metals Group Ltd will join as Non-Executive Chairman on or before 1 January 2023 and Elizabeth Gaines, former Fortescue CEO and Managing Director will join as a Non-Executive Director and Deputy Chair on or before 1 January 2023.

The Company granted co-investment options to subscribe for new ordinary shares in the Company to its proposed Directors, Mark Barnaba and Elizabeth Gaines, and to Paul Hallam an existing Non-Executive Director. Mark Barnaba was granted 100,000,000 options, Elizabeth Gaines granted 55,000,000 options and Paul Hallam granted 40,000,000 options. The co-investment option structure has been designed to create strong and immediate alignment with shareholders to deliver substantial share price growth, with the options being set at £0.119, representing a 45 percent premium to the equity placement in August 2022 of £0.082. In addition, the Company granted Jimmy Wilson options to subscribe for 40,000,000 new ordinary shares in the Company under substantively the same terms as the co-investment options.

No other matter or circumstance has arisen since 30 June 2022 that has significantly affected the Company's operations, results or state of affairs, or may do so in future years.

Streamlined energy and carbon reporting ("SECR")

Greenhousegas emissions, energy consumption and energy efficiency disclosures have not been provided because the Company has consumed less than 40,000 kWh of energy during the period in the UK.

Control Procedures

The Board has approved financial budgets and cash forecasts; in addition, it has implemented procedures to ensure compliance with accounting standards and effective reporting.

Environmental Responsibility

The Company is aware of the potential impact that its subsidiary companies and operations may have on the environment. The Company ensures that it and its subsidiaries at a minimum comply with the local regulatory requirements and the revised Equator Principles with regard to the environment.

Cultural awareness

The Company continues to engage with the traditional land owners to understand and respect cultural heritage as a necessary part in obtaining clearances to access projects across its Australian operations and operate within the appropriate protocols.

Health and Safety

The Group aims to achieve and maintain a high standard of workplace health, safety and wellbeing. In order to achieve this objective, the Group provides mental health wellbeing training, mentoring and supervision for employees and ongoing pastoral care support plus regularly reviewing and implementing high standards for workplace safety.

Employment Policies

The Group is committed to promoting policies which ensure that high calibre employees are attracted, retained and motivated, to ensure the ongoing success for the business. Employees and those who seek to work within the Group are treated equally regardless of gender, marital status, creed, colour, race or ethnic origin.

Provision of Information to Auditor

So far as each of the Directors isawareat the time this report is approved:

·   there is no relevant audit information of which the Company's auditor is unaware; and

·   the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

By order of the Board

Shaun Day

Managing Director

Enquiries:

Notes for Editors:

Greatland Gold plc (AIM:GGP) is a mining development and exploration company with a focus on precious and base metals. The Company's flagship asset is the world-class Havieron gold-copper deposit in the Paterson region of Western Australia, discovered by Greatland and presently under development in Joint Venture with Newcrest Mining Ltd.Newcrest holds a joint venture interest of 70% (30% Greatland).

Havieron is located approximately 45km east of Newcrest's Telfer gold mine and, subject to positive feasibility study and decision to mine vote, will leverage the existing infrastructure and processing plant to significantly reduce the project's capital expenditure and carbon impact for a low-risk and low-cost pathway to development.

Construction is well advanced and continuing with the box cut and decline to develop the Havieron deposit originally commenced in February 2021. An extensive growth drilling programme continues at Havieron with a view to further expanding the understanding and scale of the ore body.

Greatland has a proven track record of discovery and exploration success. It is pursuing the next generation of tier-one mineral deposits by applying advanced exploration techniques in under-explored regions. The Company is focused on safe, low-risk jurisdictions and is strategically positioned in the highly prospective Paterson region. Greatland has a total six projects across Australia with a focus on becoming a multi-commodity mining company of significant scale.

consolidated statement of comprehensive income                                                               

for the year ended 30 June 2022

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

as at 30 June 2022

Theabove consolidated statements of financial position should be read in conjunction with the accompanying notes. 

Alex Borrelli                                                                                                           Shaun Day                                            

Chairman Managing Director

Consolidated Statement of Changes in Equity                                                                    

for the year ended 30 June 2022

Theabove consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows                                                                              

for the year ended 30 June 2022

Theabove consolidated statement of cash flows should be read in conjunction with the accompanying notes. 

1. Principal Accounting Policies

1.1  Corporate information

The Group financial statements of Greatland Gold plc for the year ended 30 June 2022 were authorised for issue by the board on 27 October 2022 and the statement of financial position signed on the board's behalf by Mr Shaun Day and Mr Alex Borrelli. Greatland Gold plc is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on AIM (AIM: GGP).

The principal accounting policies adopted by the Group and Company are set out below.

New standards, amendments and interpretations adopted by the Group

There are no IASB and IFRIC standards that have been issued with an effective date after the date of the financial statements which are expected to have a material impact on the Group.

New and amended Standards and Interpretations issued but not effective

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not been adopted by the UK):

·     Amendments to IFRS 17: Insurance Contracts - effective 1 January 2023

·     Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current - effective 1 January 2023*

·     Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies - effective 1 January 2023*

·     Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates - effective 1 January 2023*

·     Amendments to IAS 12: Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction - effective 1 January 2023*

*subject to UK endorsement

The new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not expected to be material.

1.2          Basis of preparation

The Group's financial statements have been prepared in accordance with UK adopted international accounting standards and in accordance with the requirements of the Companies Act 2006.

The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.

The amounts presented in the consolidated financial statements are rounded to the nearest £1.

Going Concern

The Group has incurred a loss before tax of £11,365,645 (2021: £5,519,648) and had a net cash outflow of £34,932,650 (2021: £16,266,226) from operating and investing activities. At reporting date there were net current assets of £14,831,306 (2021: £7,134,881), with cash of £10,386,473 (2021: £6,212,057). The loss resulted from exploration and administrative related costs, and an unrealised foreign exchange loss of £2,735,818 from the loan held by the Australian subsidiary with Newcrest Operations Limited in respect of the Havieron Joint Venture.

Subsequent to the year end the Group's financial position was strengthened from the issuance of new shares in August 2022 with total gross proceeds raised of £29.7 million. In addition, the Company announced on 12 September 2022 the execution of a debt commitment letter of A$220 million (£130 million) and equity agreement with Wyloo Metals of an initial strategic equity subscription of A$60 million (£35 million) plus an option to acquire up to an additional £35 million of Greatland shares at £0.1 per share.

1.2          Basis of preparation (continued)

As such, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In addition, the Group is able to significantly reduce expenditure on its own exploration programmes if it wishes to do so. The Group also has the ability to raise capital for expansion purposes, if required and has demonstrated a consistent ability to do so in the past.

Greatland has considered sensitivities which include increases to costs to the Havieron development. In this situation, the Company could cease exploration activities and reduce overheads. Having prepared forecasts based on current resources and assessing methods of obtaining additional finance, the Directors believe the Group has sufficient resources to meet its obligations for a period of 12 months from the date of approval of these financial statements. Taking these matters into consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements. The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.

Reclassification of administrative expenses 

The portion of the Group's administrative expenses which are charged as overheads to the Juri Joint Venture was previously presented as other income on the face of the statement of comprehensive income. However, management considers it more relevant for overhead recovered to be presented net of administrative expenses in line with its accounting policy for joint operations, which is to recognise its share of expenses. Prior year comparatives as at 30 June 2021 have been restated by reclassifying £355,645 from other income to administrative expense. The net effect on the statement of comprehensive income is nil.

Reclassification of mine development  

Joint venture cash calls are paid in advance of expenditure being incurred for the Havieron Joint Venture. Greatland's share of the cash call was previously presented as mine development on the face of the statement of financial position. However, management considers it more relevant to present cash calls paid in advance as a separate line of the statement of financial position as a current asset.Once the funds have been incurred they are transferred out of current assets and into mine development (Note 16) or exploration expense (Note 15) depending on the nature of the transaction.Prior year comparatives as at 30 June 2021 have been restated by reclassifying £4,203,923 from mine development (non-current asset) to advance joint venture contributions (current asset). The net effect on the statement of comprehensive income is nil.

Other accounting policies

Significant and other accounting policies that summarise the measurement basis used and are relevant in understanding the financial statements are provided throughout the notes to the financial statements.

1.3  Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

Description

Key estimate or judgement

Note

Mine development

The recoverable amount of mine development is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest.

Note 16

Provisions

Rehabilitation, restoration and dismantling provisions are reassessed at the end of each reporting period. The estimated costs include judgement regarding the Group's expectation of the level of rehabilitation activities that will be undertaken, timing of cash flows, technological changes, regulatory obligations, cost inflation and discount rates.

Note 25

Impairment on loan due from subsidiary

The parent entity holds a loan due from a 100% owned subsidiary. The recoverable amount of the loan is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest.

Note 14

1.4          Basis of consolidation 

The consolidated accounts combine the accounts of the Company and its 100% owned subsidiary, Greatland Pty Ltd.

In the Company's statement of financial position, the investment in Greatland Pty Ltd includes the nominal value of shares issued together with the cash element of the consideration. As required by the Companies Act 2006, no premium was recognised on the share issue. In preparing group consolidated financial statements, the amount by which the fair value of the shares issued exceeded their nominal value was recorded within a merger reserve on consolidation, rather than in a share premium account.

Subsidiaries are those entities controlled directly or indirectly by the Company. The Company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of the subsidiaries acquired are included in the Consolidated Statement of Comprehensive Income from the date of acquisition using the same accounting policies as those of the Group. The consideration transferred in a business combination is the fair value at the acquisition date of the assets transferred and the liabilities incurred by the Group and includes the fair value of any contingent consideration arrangement. Acquisition-related costs are recognised in the income statement as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group balances and transactions, including any unrealised income and expenses arising from intragroup transactions, are eliminated in full in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

1.5          Foreign currencies

Both the functional and presentational currency of Greatland Gold plc is sterling (£). Each group entity determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

The functional currency of the foreign subsidiary, Greatland Pty Ltd, is Australian Dollars (A$).

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement.

On consolidation of a foreign operation, assets and liabilities are translated at the balance sheet rates, income and expenses are translated at rates ruling at the transaction date. Gains/losses arising on translation of foreign controlled entities into pounds sterling are taken to the Foreign Currency Translation Reserve.

2          Segmental information

An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenditure and about which separate financial information is available that is evaluated regularly by the Group's Chief Operating Decision Makers (CODM), who is the Managing Director, in deciding how to allocate resources and in assessing performance.

Segment name

Description

UK

The UK sector consists of the parent company which provides investor relations and corporate functions as well as administrative and management services to the subsidiary undertaking based in Australia.

Australia

This segment consists of the development activities for the Havieron Joint Venture in Western Australia and exploration and evaluation activities throughout Australia.

Segment information is evaluated by the executive management team and is prepared in conformity with the accounting policies adopted for preparing the financial statements of the Group.

2          Segmental information (continued)

Segment results

Adjustments and eliminations

Net finance income, finance costs and taxes are not allocated to individual segments as they are managed on a Group basis.

Segment assets and liabilities

3     Expenses

Profit before income tax includes the following expenses:

(a) Administrative expenses

The Group incurred £1,331,410 in relation to the Havieron Joint Venture 5% option and valuation work including updating the Reserve and Resource. In addition, £1,025,295 of costs were recognised for national insurance contributions relating to options, with the remaining increase relating to increased activity and growth in the business.

(b) Foreign exchange (gains)/losses

The Group has recognised an unrealised foreign exchange loss of £2,735,818 (2021: £193,976) in the income statement predominately a result of the US$52,360,179 loan held by the Australian subsidiary with Newcrest Operations Limited in respect of the Havieron Joint Venture. The functional currency of the Australian subsidiary is Australian dollars while the loan is denominated in US dollars. The unrealised foreign exchange loss was incurred as a result of the movements of the Australian dollar against the US dollar during the period.

On consolidation, these balances are retranslated to sterling (£) presentation currency.

4     Employee information

Recognition and measurement

Employee benefits

Wages, salaries and defined contribution superannuation expense are recognised as and when employees render their services. Expenses for non-accumulating personal leave are recognised when the leave is taken and measured at the rates paid or payable.

Share-based payments

The accounting policy, key estimates and judgements relating to employee share-based payments are set out in Note 24.

5     Finance income and finance costs

Recognition and measurement

Interest income is recognised as interest accrues using the effective interest method.

Provisions and other payables are discounted to their present value when the effect of the time value of money is significant. The impact of the unwinding of these discounts is reported in finance costs.

Refer to Note 16 for borrowing costs capitalised.

6     Taxation 

There was no deferred or current tax during the year or in prior year.

Factors affecting tax charge for the year

The tax assessed on the loss on ordinary activities for the period differs from the standard rate of the corporation tax in the UK of19% (2021: 19%) and Australia of 30% (2021: 25%). The differences are explained below:

(a)   Change in applicable tax rate

The weighted average applicable tax rate of27.7% (2021: 22.5%) used is a combination of the standard rate of the corporation tax rate for entities in the United Kingdom of 19% (2021: 19%), and 30% (2021: 25%) in Australia.

The Australian Government passed legislation which reduced the corporate tax rate for small and medium base rate entities to 25% for the 2021-22 and later income years. In prior year, Greatland expected to qualify as a base rate entity given it had a turnover of less than $50 million and less than 80% of its assessable income being passive income for the foreseeable future, it adopted a 25% tax rate.

In the current year, Greatland has remeasured its deferred tax balances at 30%, based on the effective tax rate that will apply in the year the temporary differences are expected to reverse as it is anticipated Greatland will have aggregated turnover greater than $50 million in future years.

No deferred tax asset for tax losses has been recognised because there is insufficient certainty at this stage of the timing of suitable future profits against which they can be recovered.

6     Taxation (continued)

Recognition and measurement

Current tax assets and liabilities for the current and prior periods are measured as the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the balance sheet date.

Full provision is made for deferred taxation resulting from timing differences which have arisen but not reversed at the balance sheet date.

Deferred tax assets on carried forward losses are only recorded where it is expected that future trading profits will be generated in which this asset can be offset. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

7          Earnings per Share

The weighted average number of the Group shares including outstanding options and the contingent consideration for Havieron is 4,097,373,291 (2021: 3,975,828,735). Dilutive earnings per share are not included on the basis inclusion of potential ordinary shares would result in a decrease in loss per share, and is considered anti-dilutive.

Subsequent to the year end the following sharetransactions occurred that were not retrospectively adjusted in the calculation of earnings per share:

·     Contingent consideration for Havieron of 138,981,150 new ordinary shares issued on 2 August 2022

·     362,880,180 placing shares from the equity raise completed on 25 August 2022; and

·     The initial strategic equity investment from Wyloo Metals of A$60 million (£35 million)

For further details, refer to events after the reporting period in Note 28.

Recognition and measurement

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:

·     Costs of servicing equity (other than dividends) and preference share dividends;

·     The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

Other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

8          Cash and cash equivalents

Recognition and measurement

Cash and cash equivalents in the balance sheet and statement of cash flows comprise cash at bank and on hand and short-term deposits that are readily convertible to known amounts of cash with insignificant risk of change in value. Short-term deposits are usually between one to three months depending on the short term cash flow requirements of the Group.

9          Advanced joint venture cash contributions 

Recognition and measurement

Joint venture cash calls are paid in advance of expenditure being incurred. Once the funds have been incurred they are transferred out of current assets and into the relevant asset or expenditure depending on the nature of the transaction. 

10         Payables and other liabilities

Recognition and measurement

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. 

Other payables

Other payables include the company's liabilities for annual leave which are classified as short-term benefits.

Short term employee benefits are liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented ascurrent other payables in the balance sheet.

11         Borrowings  

The above amounts owing relate to a loan agreement with Newcrest Operations Limited dated 29 November 2020 in respect of the Havieron Joint Venture.

The loan is made up of both Facility A and Facility B. Facility B came into effect in October 2021, when the Stage 4 commitment was satisfied by Newcrest. Interest is calculated on the LIBOR rate plus a margin of 8% pa. Interest is calculated every 90 days. Refer to Note 19 for maturities of financial liabilities.

Recognition and measurement

At initial recognition, financial liabilities are classified as financial liabilities at fair value through profit or loss, amortised cost, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of those measured at amortised cost, net of directly attributable transaction costs. The subsequent measurement of financial liabilities depends on their classification, as described below:

Financial liabilities measured at amortised cost

Trade and other payables and borrowings are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest method amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest. The effective interest amortisation is included as finance costs in the statement of profit or loss.

12         Share Capital and Share Premium

12         Share Capital and Share Premium (continued)

Capital management

Management controls the capital of the Group in order to generate long-term shareholder value and ensure that the Group can fund operations and continue as a going concern. Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include share issues and debt considerations. Given the nature of the Group's current activities the entity will remain dependent on debt and equity funding in the short to medium term until such time as the Group becomes self-financing from the commercial production of mineral resources.

Recognition and measurement

Share capital is the nominal value of shares issued at £0.001.

Share premium is the amount subscribed for share capital in excess of nominal value, less share issue cost.

Ordinary shares participate in dividends and the proceeds on winding up the Company in proportion to the number of shares held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

13         Dividends

No dividends were paid or proposed by the Directors (2021: nil).

14         Trade and other receivables

The loan due from the subsidiary was interest free throughout the period and has no fixed repayment date. An impairment of £2,700,000 was made against the loan in 2015. Following the completion of the Pre-Feasibility Study for the Havieronproject, the investment in Greatland Pty Ltd is considered to be fully recoverable by management and therefore the impairment reversed during 30 June 2022 (2021: nil). 

Key estimates and assumptions - Impairment on loan due from subsidiary

The Company holds a loan due from a 100% owned subsidiary, Greatland Pty Ltd. Greatland Pty Ltd holds the Group's interest in the Havieron Joint Venture. The recoverable amount of the loan is dependent on the successful development and commercial exploration of the Havieron Joint Venture, or alternatively, sale of the respective area of interest. Management has concluded the loan will be recoverable on this basis.

Recognition and measurement

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for the expected future issue of credit notes and for non-recoverability due to credit risk. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics. No such credit loss has been recorded in these financial statements as any effect would be immaterial.

15         Exploration and evaluation assets 

Recognition and measurement

Exploration and evaluation and development assets includes acquisition costs, costs associated with exploring, investigating, examining and evaluating an area of mineralisation, and assessing the technical feasibility and commercial viability of extracting the mineral resource from that area. Other than acquisition costs, exploration and evaluation expenditure incurred on licences where the commercial viability of extracting the mineral resource has not yet been established is generally expensed when incurred. Once the commercial viability of extracting the mineral resource is demonstrable (at which point, the Group considers it probable that economic benefits will be realised), the Group capitalises any further evaluation costs incurred. These costs are classified as mine development.

The recoverability of the exploration and evaluation assets is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest.

Exploration and evaluation and development assets are assessed for impairment if:

·     Insufficient data exists to determine commercial viability; or

·     Other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

An exploration and evaluation asset will be reclassified to mine development when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and a decision has been made to develop and extract the resource. Exploration and evaluation assets shall be assessed for impairment, and any impairment loss shall be recognised, before reclassification to mine properties. No amortisation is charged during the exploration and evaluation phase.

16         Mine Development 

Recognition and measurement

Mine Development

Mine development is stated at historical cost, less depreciation and impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items and costs incurred in bringing the asset into use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is de-recognised. All other repairs and maintenance costs are recognised in the income statement as incurred.

An item of mine development is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Capitalised borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

Key estimates and assumptions - Mine Development

The recoverable amount of mine development is dependent on the successful development and commercial exploration, or alternatively, sale of the respective area of interest. The Group's estimate of the Ore Reserve and Mineral Resource is based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of Ore Reserves is based on factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body and removal of waste material. Management have determined the mine development asset to be recoverable based on the Havieron Reserve and Resource Update released on 3 March 2022. Future changes in these estimates may impact upon the carrying value of mine properties, property, plant and equipment, and provision for rehabilitation. A copy of the Havieron Reserve and Resource Update is available on the company's website:https://greatlandgold.comhttp://www.greatlandgold.com/

17         Leases 

(i)    Amounts recognised in the balance sheet

Additions to the right-of-use assets during the 2022 financial year were £267,782 (2021: nil).

(ii) Depreciation of right-of-use assets

The amortisation disclosed in the statement of profit or loss includes £133,100 (2021: £64,946) for right-of-use assets.

(iii) Interest on lease liabilities

The interest expense disclosed in the statement of profit or loss includes £14,785 (2021: £17,415) for lease liabilities.

(iv) The group's leasing activities and how these are accounted for

The Group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of 6 months to 8 years. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in the statement of profit or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option. Low-value assets comprise IT equipment and small items of office furniture. Lease payments for short-term leases and leases of low value assets amount to £63,751 (2021: £21,942) are recognised as expenses in profit or loss.

(v) Extension and termination options

Extension options have not been included in the various leases on the basis it is not reasonably certain the lease terms are to be extended.

Recognition and measurement

Assets and liabilities arising from a lease are initially measured on present value basis.  Lease liabilities include the net present value of the following lease payments:

·     fixed payments (including in-substance fixed payments), less any lease incentives receivable

·     variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date

·     amounts expected to be payable by the group is reasonably certain to exercise that option, and

·     payments of penalties for terminating the lease, if the lease term reflects the group exercising that option

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

The group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between principal and finance costs. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

17         Leases (continued)

Right-of-use assets are measured at cost comprising the following:

·     the amount of the initial measurement of lease liability

·     any lease payments made at or before the commencement date less any lease incentives received

·     any initial direct costs, and restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

18         Property, plant and equipment 

18         Property, plant and equipment (continued)

Recognition and measurement

Plant and equipment is stated at historical cost. Historical cost includes expenditure that is directly attributable to the acquisition of the items and costs incurred in bringing the asset into use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is de-recognised. All other repairs and maintenance costs are recognised in the income statement as incurred.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Depreciation 

Depreciation is calculated using the straight-line method to allocate their costs over their estimated useful lives, or in the case of leasehold improvements and curtained leased plant and equipment, the shorter lease term as follows:

·     Motor vehicles:                             8 years

·     Equipment:                                   5 years

·     Leasehold improvements:        2 - 10 years

19         Financial Instruments

This note explains the Group's material exposure to financial instrument risks and how these risks could affect the Group's future financial performance. 

There have been no changes in financial risks from the previous year. The Group did not have any hedging in place at 30 June 2022. Details on commodity price risk is included in Principal Risks and Uncertainties.

19         Financial Instruments (continued)

(a)    Market Risk

(i) Foreign currency risk and sensitivity analysis

The Group's exposure to foreign currency risk at the end of the reporting period, expressed in GBP, was as follows:

The following table demonstrates the sensitivity of the exposure at the balance sheet date to a reasonably possible change in AUD/USD/GBP exchange rate, with all other variables held constant. The impact on the Group's profit before tax and equity is due to changes in the fair value of monetary assets and liabilities. 

(ii) Interest rate risk management and sensitivity analysis

The Group's policy is to retain its surplus funds in interest bearing deposit accounts including term deposits available up to twelve months' maximum duration. The increase / decrease of 2% in interest rates will impact the Group's income statement by a gain/loss of £218,116 (2021: £124,862). The Group considers that a +/-2% movement in interest rates represents reasonable possible changes.

The Group has borrowing facilities with Newcrest as part of the Havieron project with a total facility limit of US$50 million, excluding interest. Interest is calculated on the LIBOR rate plus a margin of 8% pa. Interest is calculated every 90 days. Under the Group's accounting policy, interest on the loan is capitalised to mine development and therefore movements in interest rates had no impact on the profit or loss in the current year.

(b)    Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its financing activities, including deposits with financial institutions.At the reporting date, the carrying amount of the Group's financial assets represents the maximum credit exposure.

The credit risk on cash and cash equivalents is managed by restricting dealing and holding of funds to banks which are assigned high credit ratings by international credit rating agencies.The Group's cash and cash equivalents as at 30 June 2022 are predominately held with financial institutions with an investment grade long term credit rating with Standard & Poor's. As short-term deposits have maturity dates of less than twelve months, the Group has assessed the credit risk on these financial assets using life time expected credit losses. In this regard, the Group has concluded that the probability of default on the term deposits is relatively low. Accordingly, no impairment allowance has been recognised for expected credit losses on the short-term deposits.

(c)    Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group manages liquidity risk by conducting regular reviews of the timing of cash flows in order to ensure sufficient funds are available to meet these obligations.

To date the Group has relied upon debt and equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation, but controls over expenditure are carefully managed.

19         Financial Instruments (continued)

(i) Maturities of financial liabilities

The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are contractual discounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

20         Commitments

Capital commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

21         Investment in subsidiary - Company

In 2015 an impairment of £200,000 was made against the investment in the subsidiary. Following the completion of the Pre-Feasibility Study for the Havieron project, the investment in Greatland Pty Ltd is considered to be fully recoverable by management and therefore the impairment reversed during the year ended 30 June 2022 (2021: nil). 

21         Investment in subsidiary - Company (continued)

The parent company of the Group holds more than 20% of the share capital of the following company:

The registered address of Greatland Pty Ltd is Level 3, 502 Hay Street, Subiaco, WA 6008.

Recognition and measurement

Investments in subsidiary companies are classified as non-current assets and included in the statement of financial position of the Company at cost, less any provision for impairment.

Investments in subsidiaries that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

22         Interest in joint operations

Greatland Pty Ltd, a subsidiary of Greatland Gold plc has the following joint ventures accounted for as joint arrangements:

Recognition and measurement

A joint operation is a joint arrangement whereby the parties of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement.

When the Group undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation:

·     Its assets, including its share of any assets held jointly

·     Its liabilities, including its share of any liabilities incurred jointly

·     Its revenue from the sale of its share of the output arising from the joint operation

·     Its share of the revenue from the sale of the output by the joint operation

·     Its expenses, including its share of any expenses incurred jointly.

Havieron Joint Venture 

The Havieron project is operated under a Joint Venture Agreement between Greatland and Newcrest Operations Limited entered into on 29 November 2020. The agreement provides a formal framework for the arrangements between the two parties beyond the existing Farm-in Agreement and facilitates the expansion of exploration activities at Havieron and the acceleration of early works, including the construction of a box-cut and decline.

As at 30 June 2022, Newcrest had met the Stage 4 expenditure requirement (US$65 million) resulting in an overall joint venture interest of 70% and 30% for Greatland.

Juri Joint Venture

The Juri Joint Venture consists of two exploration licences in the prospective Paterson region, Black Hills and Paterson Range East, under a Joint Venture with Newcrest. Newcrest has the right to earn up to 75% interest by spending up to A$20m in total as part of a two-stage farm-in over five years. On 19 October 2021, Newcrest advanced to Stage 2 and earned an additional 26% interest, resulting in Greatland's interest reducing from 75% to 49%. Greatland has continued in the role of Manager for the Juri Joint Venture.

23         Related party transactions 

(a)   Remuneration of key management personnel

The remuneration of the directors, and other key management personnel of the Group, is set out below in Note 27.

(b)   Transactions with Directors

During the year, the following directors of the Company participated in the share subscription in November 2021 at an issue price of £0.145 per share, as follows:

(c)   Ultimate Controlling Party

There is considered to be no ultimate controlling entity. 

24         Share-based payments 

The Company grants share options and performance rights to employees as part of the remuneration to enable them to purchase ordinary shares in the Company.

Performance rights granted

The Group issued 2 million performance shares on 8 July 2021 to Christopher Toon as part of his appointment as Chief Financial Officer, subject to the achievement of certain performance criteria. In the prior year, the Group issued 5 million options to Shaun Day as Managing Director. The fair value of the performance options using an adjusted Black-Scholes method and assumptions were as follows:

The share-based payments expense recognised in the statement of comprehensive income for performance rights granted during the year was £116,731 (2021: £11,833). The share-based payment expense, related to the performance rights granted in during the year, to be recognised in future periods is £237,719 (2021: £217,533), based on service conditions being met.

The total share-based payments expense recognised in the statement of comprehensive income for the year was £193,192 (2021: £25,667).

24         Share-based payments (continued)

Share options and performance rights outstanding

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

¹The remaining options outstanding were granted to Alex Borrelli and a one year extension to the expiry dates was granted by the Board during the year

²The remaining options outstanding were granted to Alex Borrelli and a one year extension to the expiry dates was granted by the Board during the year

Share-based payments

24         Share-based payments (continued)

Recognition and measurement

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they were granted. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the marketing vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve market vesting conditions or where a non-vesting condition is not satisfied.

Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

The fair value of options granted to directors and others in respect of services provided is recognised as an expense in the profit and loss account with a corresponding increase in equity reserves - the share-based payment reserve.

On exercise or cancellation of share options, the proportion of the share-based payment reserve relevant to those options is transferred to the profit and loss account reserve. On exercise, equity is also increased by the amount of the proceeds received.

The fair value is measured at grant date and the charge is spread over the relevant vesting period.

25         Provisions 

Movements in each class of provision during the financial year are set out below:

Rehabilitation, restoration and dismantling provision

During the year a £2,230,432 reduction was made to the rehabilitation provision based on a review of the current disturbance at Havieron by the JV Manager. Therehabilitation estimate in prior year was based on the Pre-Feasibility Study. The current year adjustment hasresulted in a corresponding decrease to the Mine Development rehabilitation asset, refer to Note 16.

25         Provisions (continued)

Recognition and measurement

Employee Benefits

The leave obligations cover the company's liabilities for long service leave which are classified as other long-term benefits.

The Group has liabilities for long service leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur.

Rehabilitation, restoration and dismantling  

The Group recognises a provision for the estimate of the future costs of restoration activities on a discounted basis at the time of disturbance. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas. When the liability is initially recognised, the present value of the estimated costs is capitalised by increasing the carrying amount of the related assets to the extent that it was incurred by the development/construction of the asset.

Over time, the discounted liability is increased for the change in the present value based on a discount rate that reflects current market assessments. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation liability when incurred. The unwinding of the effect of discounting the provision is recorded as a finance cost in the statement of comprehensive income. The carrying amount capitalised as a part of mining assets is depreciated/amortised over the life of the related asset.

Rehabilitation and restoration obligations arising from the Group's exploration activities are recognised immediately in the income statement. If a change to the estimated provision results in an increase in the rehabilitation liability and therefore an addition to the carrying value of the related asset, the Group considers whether this is an indication of impairment of the asset. If the revised assets, net of rehabilitation provisions, exceed the recoverable amount, that portion of the increase to the provision is charged directly to the statement of comprehensive income.

Key estimates and assumptions - Rehabilitation provisions

The Group assesses its rehabilitation, restoration and dismantling (rehabilitation) provision at each reporting date. Significant estimates and assumptions are made in determining the provision as there are numerous factors that will affect the ultimate amount payable. These factors include estimates of the extent, timing and costs of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to the inflation rates, and changes in discount rates. These uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at reporting date represents management's best estimate of the present value of the future rehabilitation costs. The pre-tax discount rate used in the calculation of the provision is 4.5%.

26         Key Management Personnel 

¹Callum Baxter resigned as Executive Director on 31 August 2021

²Shaun Day's bonus accrual of £194,068 is subject to approval at the next Remuneration Committee meeting

³Paul Hallam commenced as Non-Executive Director on 1 September 2021

⁴Key management personnel, other than the directors, included in the table above consist of the aggregated remuneration of Christopher Toon (Chief Financial Officer, joined on 8 July 2021) and Damien Stephens (Exploration Manager, joined on 6 December 2021).

¹Shaun Day commenced on 8 February 2021

²Gervaise Heddle resigned as Executive Director on 12 March 2021

27         Contingent liabilities

Havieron project contingent consideration

On 14 July 2022, Greatland announced it had successfully renegotiated its obligations with respect to the contingent consideration due under the original 2016 acquisition of the Havieron project. The consideration for this transaction comprised an initial payment of $25,000 in cash and 65,490,000 new ordinary shares and (originally) a further 145,530,000 new ordinary shares issued in Greatland Gold plc, the parent entity of Greatland Pty Ltd, conditional upon Greatland's ownership interest in Havieron reducing to 25% (or less) or upon a decision to mine at Havieron (whichever occurs earlier). This latter tranche of shares (modified as described below) was issued to the vendor's nominee, Five Diggers Pty Ltd.

In return for removing the conditionality on the contingent element of the consideration, the following modifications were agreed: 

a)    a two-yearrestrictionon dealing with the Company's shares to be issued to Five Diggers Pty Ltd, comprising:

-      12-month lock in, which prohibits any disposals of the shares in this period, subject to carve outs (such as recommend takeovers), plus

-      a subsequent 12-month orderly market arrangement, requiring that, during this period, the shares may only be traded in consultation with Greatland Gold plc's broker and through the broker (subject to customary carve outs); and

b)    a reduction in the number of shares being issued by 4.5%, being a reduction of over 6.5 million shares, to atotalof 138,981,150 new ordinary shares issued in the Company

The contingent consideration of 138,981,150 new ordinary shares issued in the Company were issued with a value of £16.1 million in aggregate at £0.116 per ordinary share, based on the closing price on 2 August 2022. The contingent consideration of £16.1 million will be capitalised as mine development as it forms part of the contingent consideration of the Havieron project.

27         Contingent liabilities (continued)

Contingent consideration for acquisition of tenements

As announced on 16 September 2021, the Company entered into an agreement with Province Resources Limited ("PRL") to acquire the 100% owned Pascalle tenement, the 100% owned Taunton tenement plus applications for two exploration licences in the Paterson Provision of Western Australia for consideration of cash and shares. Greatland paid consideration of £90,008 during the year for three tenements, and is required to pay an additional £107,520 in cash or in fully paid ordinary shares in the capital of Greatland on completion of the transfer of all four tenements.

The conditions attached to the contingently issued shares were not satisfied at the end of the reporting period.

28         Events after the reporting period

Havieron project contingent consideration

On 14 July 2022, Greatland announced it had successfully renegotiated its obligations with respect to the contingent consideration due under the original 2016 acquisition of the Havieron project.Refer to further information disclosure in Note 27.

Option for 5% Havieron Joint Venture interest 

Subsequent to the year end the process for determining the option price for the 5% joint venture interest under the Havieron Joint Venture Agreement ("JVA") was finalised. This resulted in an option price of US$60 million at which Newcrest could acquire an additional 5% interest in the Havieron Joint Venture from Greatland. On 19 August 2022, Newcrest elected not to exercise its option and as a result Greatland's interest in the Havieron project remains at 30%.

Funding secured for development of Havieron 

Subsequent to the year end the Group's financial position was strengthened from the issuance of new shares on 25 August 2022. The fundraise experienced strong demand with total gross proceeds raised of £29.7 million, which included the cornerstone participation of Tribeca Investment Partners. A total of 362,880,180 placing shares were placed at an issue price of £0.082 per new ordinary share.

In addition, the Company announced on 12 September 2022 the execution of a debt commitment letter of A$220 million (£130 million) and equity agreement with Wyloo of an initial strategic equity subscription of A$60 million (£35 million) and additional future potential equity contribution of £35 million. The debt commitment letter, including term sheet, was signed for a seven-year term, self-arranged debt syndicate with three leading banks: ANZ, HSBC and ING. The facility comprises a A$200 million Facility A seven-year amortising Term Debt Facility and a A$20 million Facility B which is a five-year Revolving Credit Facility. Facility A interest will be charged at benchmark (Australian BBSY) plus margin of 3.50% p.a. reducing to 3.25% p.a. post project completion, Facility B will be charged at a margin of 4.50% p.a. Financial close and draw down is subject to customary project financing conditions including completion of reporting requirements, Feasibility Study criteria and agreeing final documentation.

The strategic equity investment from Wyloo, a privately owned metals company with a focus on investing in the responsible development of the next generation of mines was approved by the shareholders on 7 October 2022. The initial strategic equity subscription of A$60 million (£35 million) was priced at £0.082 per share, being the same price at which equity was raised in the recent placing and small premium to the five-day VWAP of 9 September 2022, and resulting in Wyloo becoming Greatland's largest shareholder with approximately 8.6% of shares on issue.

Wyloo also has an additional future potential equity contribution of £35 million. Wyloo's further potential investment is through the issue of warrants to subscribe for additional equity as ordinary shares at an exercise price of £0.1 per share. If the warrants are exercised in full, the average price of Wyloo's investment in Greatland would be just over £0.09 per share being a 10.6% premium to the five-day VWAP to 9 September 2022.

28         Events after the reporting period (continued)

Transformational appointments to the Board

Subsequent to the year end, Greatland further strengthened its Board capability announcing the intention of three transformational appointments of Australian corporate and mining industry leaders to assist the Company in fulfilling its ambition to be a world class resource development company.Jimmy Wilson, a former senior executive at BHP including the former President of its iron ore division, joined as Executive Director on 12 September 2022. Mark Barnaba, eminent natural resources investment banker and Deputy Chair of A$50 billion ASX-listed Fortescue Metals Group Ltd will join as Non-Executive Chairman on or before 1 January 2023 and Elizabeth Gaines, former Fortescue CEO and Managing Director will join as a Non-Executive Director and Deputy Chair on or before 1 January 2023.

The Company granted co-investment options to subscribe for new ordinary shares in the Company to its proposed Directors, Mark Barnaba and Elizabeth Gaines, and to Paul Hallam an existing Non-Executive Director. Mark Barnaba was granted 100,000,000 options, Elizabeth Gaines granted 55,000,000 options and Paul Hallam granted 40,000,000 options. The co-investment option structure has been designed to create strong and immediate alignment with shareholders to deliver substantial share price growth, with the options being set at £0.119, representing a 45 percent premium to the equity placement in August 2022 of £0.082. In addition, the Company granted Jimmy Wilson options to subscribe for 40,000,000 new ordinary shares in the Company under substantively the same terms as the co-investment options.

No other matter or circumstance has arisen since 30 June 2022 that has significantly affected the Company's operations, results or state of affairs, or may do so in future years.

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