PRINCIPAL ACCOUNTING POLICIES

1          Corporate information

The consolidated financial statements of Greatland Gold plc and its subsidiaries (collectively, the Group) for the year ended 30 June 2024 were authorised for issue in accordance with a resolution of the Directors on 18 November 2024.

Greatland Gold plc is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on LSE AIM (AIM:GGP).

2          Basis of preparation

The consolidated financial statements of Greatland Gold plc (Greatland or the Group) have been prepared in accordance with UK-adopted international accounting standards and in accordance with the requirements of the Companies Act 2006.

The financial statements have been prepared on the historical cost basis, except for certain financial instruments and cash-settled share-based payments which have been measured at fair value.

Going Concern

Greatland's principal activities include the development of Havieron. At 30 June 2024 the Group had net current assets of £1.8 million (2023: £35.4 million), with cash of £4.8 million (2023: £31.1 million) and advanced Havieron joint venture cash contributions of £1.5 million (2023: £12.6 million). 

After the conclusion of the financial year, on 10 September 2024 Greatland announced the Havieron-Telfer Acquisition and an associated fully underwritten institutional placing to raise US$325 million (£248.6 million) and retail offer to raise US$8.8 million (£6.7 million).  On 30 September 2024, a general meeting of shareholders approved the Havieron-Telfer Acquisition and the issue of shares under the Institutional Placing, the Retail Offer, and to a subsidiary of Newmont Corporation pursuant to the Havieron-Telfer Acquisition.  Greatland has a cash position of £245.5 million at 31 October 2024.

As part of the Havieron-Telfer Acquisition on 10 September 2024 Greatland Pty Ltd signed a non-legally binding Letter of Support from its banking syndicate comprising of the Australian and New Zealand Banking Group Limited, HSBC Bank and ING Bank (Australia) (together, the Banking Syndicate).  The Letter of Support provides that the Banking Syndicate are fully supportive and interested in the provision of a A$775 million (£406 million) facility which includes a working capital facility of A$100 million (£52 million), for the funding of Havieron.  In addition, a commitment letter from the Banking Syndicate was signed on 10 September 2024 for a facility of A$100 million (£52 million) including a working capital facility of A$75 million (£39 million).

In addition, Greatland had in place a A$50 million (£26.0 million) standby loan facility with Wyloo undrawn at year end. Post year end A$7 million (£3.6 million) was drawn down and then subsequently repaid from the proceeds of the equity placing noted above, and the facility terminated.

Management has prepared cash flow forecasts for the next twelve months under various scenarios. These scenarios anticipate the Group will be able to meet its commitments and pay its debts as and when they fall due.

If required, the Group has a number of options available to manage liquidity including:

§  significantly reduce expenditure on its own exploration programmes;

§  significantly reduce corporate costs;

§  raising additional funding through debt and equity, or a combination of both, which the Company considers it has the ability to do so, should it be required and has demonstrated an ability to do so in the past.

Should the directors not achieve the matters set out above, there is significant uncertainty whether the Company will continue as a going concern and therefore whether they will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Greatland has considered sensitivities which include increases to the Havieron development costs. In this situation, the Company can mitigate expenditure including ceasing exploration activities and reducing corporate costs. 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 twelve 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.

Rounding

The amounts presented in this financial report have been rounded to the nearest £1,000 where noted (£'000) under the option available to the Company under the Companies Act 2006.

Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires management to use estimates, judgements and assumptions. Application of different assumptions and estimates may have a significant impact on Greatland's net assets and financial results. Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available information at each reporting date.  

This note provides an overview of the areas that involved a higher degree of judgement and complexity, or areas where assumptions are significant to the financial statements. 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	Notes
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 17
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
Share-based payment expense	The Group measures the cost of share-based payment expenses with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value was determined using a Monte Carlos and Black-Scholes model which includes key assumptions.	Note 24
Going concern	The ability of the Company to continue as a going concern depends upon continued access to sufficient capital. Judgement is required in the estimation of future cash flows.	Note 2
Loan due from subsidiary and investment in 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 11 and 21

Basis of consolidation 

The consolidated financial statements comprise of the financial statements of Greatland Gold plc and its subsidiaries it controls (as outlined in note 21). Accounting for interests in joint arrangements is included in note 22. 

Subsidiaries are those entities controlled directly or indirectly by the Company. The Group controls an entity 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 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.

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.

Foreign currencies

Both the functional and presentational currency of Greatland Gold plc is sterling (£). Each entity in the Group determines its own functional currency, the primary economic environment in which the entity operates, and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are recorded at the spot rate 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 Statement of Comprehensive Income.

On consolidation of a foreign operation, assets and liabilities are translated at the balance sheet rate, income and expenses are translated at average foreign currency rates prevailing for the relevant period. Gains/losses arising on translation of foreign controlled entities into pounds sterling are taken to the foreign currency translation reserve.

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.

 

2          Basis of preparation (continued)

New standards, amendments and interpretations adopted by the Group

The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2023:

§  Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current

§  Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies

§  Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates

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

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

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):

§ IFRS S1: General Requirements for Disclosure of Sustainability-related Financial Information - effective 1 January 2024

§ IFRS S2: Climate-related Disclosures - effective 1 January 2024

§ Amendments to IAS 1: Classification of Liabilities as Current or Non-Current - effective 1 January 2024

§ Amendments to IFRS 16: Lease Liability in a Sale and Leaseback - effective 1 January 2024

§ Amendments to IAS 1: Non-current Liabilities with Covenants - effective 1 January 2024

§ Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements - effective 1 January 2024

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

FINANCIAL PERFORMANCE

3          Segmental information

Operating segments are reported in a manner that is consistent with the internal reporting to the Board and the executive management team (the chief operating decision makers). Greatland operates one segment being Exploration and Evaluation of Minerals and Mine Development in Australia.

 

4          Employee information

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Wages and salaries	3,492	3,352	769	501
Bonus	919	863	-	-
Pension / superannuation	287	349	37	24
Share-based payments	3,280	9,787	65	8,687
Total director and employee benefit expense	7,978	14,351	871	9,212
	Average Number	Average Number	Average Number	Average Number
Exploration	12	11	-	-
Corporate and other	20	14	7	4

For further details on Director's remuneration refer to Remuneration Report.

 

4          Employee information (continued)

Recognition and measurement

Employee benefits

Wages, salaries and defined contribution superannuation expenses 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          Administrative Expenses

	Note	2024	2023 £'000
Administrative Expenses
Employee benefits		3,644	2,981
Havieron-Telfer acquisition costs		1,517	-
Other administrative costs		2,039	2,742
Total finance income		7,200	5,723

Recognition and measurement

Administrative expenses are recognised on an accrual basis.

 

6          Finance income and finance costs

	Note	2024 £'000	2023 £'000
Finance income
Interest income		821	1,228
Total finance income		821	1,228
Finance costs
Interest on lease liabilities		(13)	(7)
Unwinding of discount on provisions	25	(25)	(91)
Other		(3)	(4)
Finance facility fees		(684)	-
Total finance costs		(725)	(102)

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.

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 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.

7          Taxation 

		2024 £'000	2023 £'000
Components of income tax:
Deferred tax - temporary differences		-	-
Current tax		-	-
Income tax expense		-	-

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 corporation tax in the UK of 19% (2023: 19%) and Australia of 30% (2023: 30%). The differences are explained below:

		2024 £'000	2023 £'000
Loss before income tax		(14,870)	(21,120)
Weighted average applicate rate of tax of 28% (2023: 24%)		(4,231)	(5,052)
Increase (decrease) in income tax due to:
Share-based payments		977	1,981
Unwind of rehabilitation provision		10	30
Temporary differences		(4,125)	(1,730)
Net deferred tax assets not brought to account		7,369	4,771
Income tax expense		-	-

Tax losses

		2024 £'000	2023 £'000
Unused tax losses for which no deferred tax asset has been recognised		84,616	57,967
Potential tax benefit - average effective tax rate of 28%		23,761	16,063

The Group has unrecognised carried forward losses for which no deferred tax asset is recognised as the statutory requirements for recognising those deferred tax assets have not yet been met. The Group recognises the benefit of tax losses only to the extent of anticipated future taxable income or gains in relevant jurisdictions. These losses do not expire. Unrecognised UK revenue losses for which no deferred tax asset has been recognised are £14.8 million (2023: £11.3 million). Unrecognised Australian revenue losses for which no deferred tax asset has been recognised are approximately £69.9 million (A$134.2 million) (2023: £46.4 million).

Recognition and measurement

Current tax assets and liabilities for the period are measured at 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 reporting date in the countries where the Group operates.

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

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.

The Group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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 reporting 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.

Tax consolidation

Greatland Holdings Group Pty Ltd, a 100% owned subsidiary of Greatland Gold plc, and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 14 February 2023. Greatland Holdings Group Pty Ltd is the head entity of the tax consolidated group. Members of the tax consolidated group have entered into a tax funding agreement under which the wholly-owned entities fully compensate Greatland Holdings Group Pty Ltd for any current tax payable assumed and are compensated by Greatland Holdings Group Pty Ltd for any current tax receivable and deferred tax assets related to unused tax losses or unused tax credits that are transferred to Greatland Holdings Group Pty Ltd under the tax consolidation.

8          Earnings per Share

		2024 £'000	2023 £'000
Loss for the year		(14,870)	(21,120)
Weighted average number of ordinary shares of £0.001 in issue		5,084,605,107	4,849,928,345
Basic earnings per share (pence)		(0.29)	(0.44)

The weighted average number of the Group's shares including outstanding options is 5,164,700,562 (2023: 4,921,573,345). Dilutive earnings per share are not included on the basis inclusion of potential ordinary shares would result in a decrease in basic earnings per share and is considered anti-dilutive.

 

Recognition and measurement

Basic earnings per share

Basic earnings per share is calculated by dividing:

§ the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares; and

§ by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus elements in the ordinary shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to consider:

§ the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and  

§ the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.  

 

CAPITAL MANAGEMENT

9          Cash and cash equivalents

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Cash at bank	4,703	25,794	519	489
Short-term deposits	105	5,355	-	-
Total cash and cash equivalents	4,808	31,149	519	489

Recognition and measurement

Cash and cash equivalents in the consolidated statement of financial position and consolidated statement of cash flows comprise cash at bank 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. The Group holds short-term deposits with financial institutions that have a long term credit rating of AA- or above.

10         Advanced joint venture cash contributions 

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Havieron joint venture cash calls in advance	1,510	12,576	-	-
Total advanced joint venture cash contributions	1,510	12,576	-	-

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. 

11         Trade and other receivables

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
GST receivable	29	116	-	-
Loans due from subsidiaries	-	-	3,382	92,721
Other receivables	108		-
Total trade and other receivables	137	116	3,382	92,721

 

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 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.

Key estimates and assumptions - Impairment on loan due from subsidiary The Company holds loans due from its 100% owned subsidiaries. The recoverable amount of the loan is dependent on the successful development and commercial exploration of Havieron, or alternatively, sale of the respective area of interest. Management has concluded the loans will be recoverable on this basis.

 

12         Trade and other payables

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Trade and other payables	624	1,492	84	197
Payroll tax and other statutory liabilities	171	192	-	-
Juri joint venture funds received in advance	-	28	-	-
Accruals1	4,399	6,799	84	-
Total trade and other payables	5,197	8,511	168	197

¹Accruals are primarily related to accrued interest on the Newcrest Operations Limited loan balance of £1.4 million (2023:£1.4 million), accrued capital expenditure related to the Havieron Joint Venture £1.4 million (2023:£4.2 million) and accrued operating expenditure £1.6 million (2023:£1.2 million).

Recognition and measurement

Trade and other payables

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. 

Employee 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 as current other payables and accruals in the statement of financial position.

13         Borrowings  

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Opening balance	41,503	43,103	-	-
Capitalised interest	-	45	-	-
Effect of foreign exchange revaluation	38	1,661	-	-
Adjustment of currency translation	(48)	(3,306)	-	-
Total non-current borrowings	41,493	41,503	-	-

The borrowings presented above relate to a loan agreement with Newcrest Operations Limited, a wholly owned subsidiary of Newmont Corporation, dated 29 November 2020 in respect of Havieron. As at 30 June 2024, the loan was fully drawn down. The key terms of the facility with Newcrest include:

§  The loan is made up of Facility A and Facility B with values of US$20 million and US$30 million respectively, in addition to capitalised interest;

§  Interest is calculated on the LIBOR rate plus a margin of 8% annually and is calculated every 90 days. Following the removal of LIBOR this was subsequently updated to SOFR plus a margin of 8.26161%;

§  The facility is secured against Greatland's share of the Havieron asset;

§  Repayment of the loan is from 80% of net proceeds from the sale of Havieron products and must be repaid by the earlier of 10 years from the date of the Feasibility Study or 12 years from the date of the Newcrest Loan Agreement;

§  There are no financial covenants.

Unrealised foreign exchange loss of £0.1 million (2023: £1.7 million) was incurred on the US$52.4 million loan balance held by the Australian subsidiary. The functional currency of the Australian subsidiary is Australian dollars while the loan is denominated in US dollars. The exchange rate decreased during the year from 0.6630 USD/AUD at 30 June 2023 to 0.6624 USD/AUD at 30 June 2024.

Exchange differences arising on the translation of the functional currency of the Australian subsidiary differing from the Group's presentation currency resulted in a reduction to borrowings of £0.1 million during the year (2023: reduction of £3.3 million). The exchange rate decreased during the year from 0.5250 GBP/AUD at 30 June 2023 to 0.5244 GBP/AUD at 30 June 2024.

At 30 June 2024, Greatland has access to a A$50 million (£26.0 million) standby loan facility with Wyloo undrawn at year end. Refer to note 28 for details of the extinguishment of the facility post year end.

Details of the Group's exposure to risks and the maturity of the loan are set out in note 15.

13         Borrowings (continued)

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

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 considering any discount or premium on acquisition and fees or costs that are an integral part of the effective interest. Refer to note 17 for interest capitalised to mine development.

 

14         Equity

	Note	No. of Shares	Share Capital £'000	Share Premium £'000	Merger Reserve £'000	Total £'000
Balance at 1 July 2023 of authorised fully paid shares		5,068,626,282	5,069	70,821	27,494	103,384
Issued at £0.025 - exercise of options on 24 September 2023		1,500,000	2	36	-	38
Issued at £0.030 - exercise of options on 24 September 2023		1,250,000	1	36	-	37
Issued at £0.003 - exercise of options on 1 October 2023		14,000,000	13	24	-	37
Issued at £0.014 - exercise of options on 1 October 2023		2,500,000	3	33	-	36
Issued at £0.020 - exercise of options on 1 October 2023		2,500,000	3	48	-	51
Balance at 30 June 2024 of authorised fully paid shares		5,090,376,282	5,091	70,998	27,494	103,583

 

	Note	No. of Shares	Share Capital £'000	Share Premium £'000	Merger Reserve £'000	Total £'000
Balance at 1 July 2022 of authorised fully paid shares		4,070,547,171	4,071	36,166	225	40,462
Issued at £0.001 - Havieron contingent consideration on 2 Aug 2022	(a)	138,981,150	138	-	-	138
Issued at £0.082 - from equity raise on 25 Aug 2022	(b)	362,880,180	362	-	29,393	29,755
Issued at £0.078 - from Wyloo subscription on 7 Oct 2022	(c)	430,024,390	430	33,104	-	33,534
Issued at £0.0765 - Havieron 5% option fee to advisor on 11 Nov 2022		13,443,391	13	1,015	-	1,028
Issued at £0.020 - exercise of options on 9 January 2023		25,000,000	25	25	-	50
Issued at £0.025 - exercise of options on 9 January 2023		8,750,000	9	210	-	219
Issued at £0.070 - exercise of options on 9 January 2023		7,500,000	8	45	-	53
Issued at £0.025 - exercise of options on 30 January 2023		5,000,000	5	120	-	125
Issued at £0.03 - exercise of options on 30 January 2023		3,000,000	3	87	-	90
Issued at £0.001 - exercise of options on 13 February 2023		500,000	1	-	-	1
Issued at £0.025 - exercise of options on 9 March 2023		1,500,000	2	36	-	38
Issued at £0.03 - exercise of options on 9 March 2023		1,500,000	2	43	-	45
Less: transaction costs on share issue		-	-	(30)	(2,124)	(2,154)
Balance at 30 June 2023 of authorised fully paid shares		5,068,626,282	5,069	70,821	27,494	103,384

(a) Contingent deferred acquisition consideration

In July 2022 (prior to the outcome of the Havieron 5% option process), Greatland successfully renegotiated the deferred consideration that was due to be paid in respect of its 2016 acquisition of Havieron. The original terms of the acquisition comprised an initial payment of A$25,000 in cash and 65,490,000 new ordinary shares. A further 145,530,000 new ordinary shares were payable if Greatland's ownership interest in Havieron reduced to 25% or less, or upon a decision to mine at Havieron whichever occurs earlier.

The 145,530,000 deferred share payment was renegotiated as follows:

i)    138,981,150 Greatland shares were issued to the vendor nominee, Five Diggers, during the year. This represented a 4.5% reduction in total shares issued relative to the ordinary agreed quantum

ii)   In respect of the 138,981,150 shares issued, Five Diggers are subject to the following restrictions:

 

§ A lock up which prohibits any shares from being disposed of for the first 12 months from grant, subject to carveouts (such as recommend takeovers), and

§ Orderly market arrangement, under which the shares may only be traded through Greatland's broker (subject to customary carve outs)

The new ordinary shares were issued in Greatland on 2 August 2022. The fair value of the contingent consideration formed part of the original acquisition in 2016 and as such the equity instruments were issued to share capital for £0.001 as required by the Companies Act 2006, with nil value attributable to share premium in August 2022.

(b) August 2022 equity raise

On 25 August 2022, Greatland raised total gross proceeds of £29.8 million through placing 362,880,180 new ordinary shares at an issue price of £0.082. The raise was facilitated through an incorporated Jersey registered company, Ferdinand (Jersey) Limited. The proceeds of the share issue were held in trust by Greatland on behalf of Ferdinand (Jersey) Limited, which was then acquired by way of share for share exchange in circumstances which qualified for merger relief, therefore no amount was recognised as share premium on the share issue as required under section 612 of the Companies Act.

The amount recognised in the merger reserve reflects the amount by which the fair value of the shares issued exceeded their nominal value and is recorded within the merger reserve on consolidation, rather than in a share premium account.

(c) Strategic placement to Wyloo

On 12 September 2022, Greatland entered into an agreement for a strategic equity investment with Wyloo, a privately owned minerals investment company. Wyloo subscribed for 430,024,390 shares for A$60 million (£33.5 million), an equivalent at the date of the agreement of £0.082 per share. This placement occurred at the same price as the August 2022 raise which equated to a small premium to the five-day VWAP of 9 September 2022. The transaction was approved by shareholders on 7 October 2022, resulting in Wyloo becoming Greatland's largest shareholder with approximately 8.6% of shares on issue. Settlement occurred on 14 October 2022 at a converted share price of £0.078 per share. On settlement, the A$60 million (£33.5 million) consideration received from Wyloo was allocated to share capital and share premium reflecting the fair value of the ordinary shares at settlement date.

As part of the equity subscription, a further £35 million may be raised from Wyloo in the future through the conversion of 352,620,000 warrants with a strike price of £0.10 per share and expiry date of 6 October 2025. The warrants were recognised in the statement of financial position at nil value on issue.

(d) Farm-in to Rio Tinto Exploration's Paterson South 

In May 2023, Greatland entered into a farm-in and joint venture agreement with Rio Tinto in respect of the Paterson South Project which comprises of nine exploration licences. Under the farm-in and joint venture arrangement, Greatland is required to make a payment to RTX of A$350,000 which Greatland has elected to settle in shares. TAt the time of this report the shares are yet to be issued. As the farm-in and joint venture agreement was executed during the prior year, the up-front payment was capitalised as part of the acquisition costs of the tenements and recognised in share-based payment reserves until the shares are issued.

Capital management

Greatland's capital includes shareholders' equity, reserves and net debt. Net debt is defined as borrowings and lease liabilities less cash and cash equivalent.

Management controls the capital of the Group 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 and share premium

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.

14         Equity (continued)

Merger reserve

Where the Company issues equity shares in consideration for securing a holding of at least 90% of the nominal value of each class of equity in another company, the application of merger relief is compulsory. Merger relief is a statutory relief from recognising any share premium on shares issued. A merger reserve is recorded equal to the value of share premium which would have been recorded if the provisions of section 612 of the Companies Act 2006 had not been applicable.

15         Financial risk management 

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

Financial Risks	Exposure arising from	Measurement	Management
Market risk - foreign exchange	Recognised financial assets and liabilities not denominated in GBP	§ Cash flow forecasting § Sensitivity analysis	Assessment of use of financial instruments, hedging contracts or techniques to mitigate risk
Market risk - interest rate	Long-term borrowings at variable rates	§ Cash flow forecasting § Sensitivity analysis	Assessment of use of financial instruments, hedging contracts or techniques to mitigate risk
Credit risk	Cash and cash equivalents	§ Credit ratings	Diversification of banks, credit limits, investment grade credit ratings
Liquidity risk	Borrowings and other liabilities	§ Rolling cash flow forecasts	Availability of committed credit lines and borrowing facilities, equity raises

There have been no changes in financial risks from the previous year. The Group did not have any hedging in place at 30 June 2024 or in prior year. Details on commodity price risk is included in the Principal Risks and Uncertainties section above.

Market Risk

(a) Foreign currency risk and sensitivity analysis

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

	2024		2023
	USD $'000	AUD $'000	USD $'000	AUD $'000
Cash and cash equivalents	-	8,179	-	58,400
Borrowings	(52,412)	-	(52,412)	-

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, expressed in GBP. 

Effect on profit before tax
		2024 £'000	2023 £'000
USD/GBP exchange rate - increase 4% (2023: 4%)		(1,660)	(1,660)
USD/GBP exchange rate - decrease 4% (2023: 4%)		1,660	1,660
AUD/GBP exchange rate - increase 6% (2023: 10%)		257	3,066
AUD/GBP exchange rate - decrease 6% (2023: 10%)		(257)	(3,066)

(b) 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. An increase / decrease of 2% in interest rates will impact the Group's income statement by a gain/loss of £0.3 million (2023: £1.2 million). The Group considers that a +/-2% movement in interest rates represents reasonable possible changes.

The Group has borrowing facilities with Newmont as part of the Havieron project with a total facility limit of US$50 million, excluding interest. Interest is calculated on the SOFR plus a margin of 8.26161% 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.

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 2024 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.

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 to ensure sufficient funds are available to meet these obligations.

(a) 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.

Contractual maturities of financial liabilities At 30 June 2024	Less than 6 months £'000	6- 12 months £'000	Between 1 and 2 years £'000	Between 2 and 5 years £'000	Over 5 years £'000	Total contractual cashflows £'000	Carrying amount £'000
Trade payables	5,193	-	-	-	-	5,193	5,193
Borrowings	-	-	41,493	-	-	41,493	41,493
Lease liabilities	74	75	125	51	-	325	309
Total liabilities	5,267	75	41,618	51	-	47,011	46,995

 

Contractual maturities of financial liabilities At 30 June 2023	Less than 6 months £'000	6- 12 months £'000	Between 1 and 2 years £'000	Between 2 and 5 years £'000	Over 5 years £'000	Total contractual cashflows £'000	Carrying amount £'000
Trade payables	8,511	-	-	-	-	8,511	8,511
Borrowings	-	-	41,503	-	-	41,503	41,503
Lease liabilities	75	76	129	155	-	435	412
Total liabilities	8,586	76	41,632	155	-	50,449	50,426

 

INVESTED CAPITAL

16         Exploration and evaluation assets 

	Note	2024 £'000	2023 £'000
As at 1 July		264	94
Additions	(a)	-	189
Disposals		(27)
Adjustment of currency translation		-	(19)
As at 30 June		237	264

(a) Farm-in to Rio Tinto Exploration's Paterson South 

Greatland entered into a farm-in and joint venture agreement with RTX during the year in respect of the Paterson South Project which comprises of nine exploration licences. Greatland elected to settle the up-front payment to RTX of A$350,000 in shares. Refer to note 14(d) for further details.

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.

Exploration and evaluation expenditure is capitalised and carried forward to the extent that it relates to:

(i) acquisition costs; or

(ii) costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively through sale.

If the above criteria are not met, exploration expenditure is expensed when incurred.

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 assets are assessed for impairment if one or more of the following facts and circumstances exist:

§ the right to explore the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

§ substantive expenditure on further exploration for and evaluation of mineral resources is the specific areas is neither budgeted nor planned;

§ exploration and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the company has decided to discontinue such activities in the specific area;

§ sufficient data exists to indicate that, although development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

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.

 

17         Mine Development 

		Assets under construction £'000	Rehabilitation asset £'000	Total £'000
As at 1 July 2022		33,835	1,747	35,582
Additions		23,367	-	23,367
Capitalised interest		5,406	-	5,406
Adjustment of currency translation		(4,294)	(130)	(4,424)
As at 30 June 2023		58,314	1,617	59,931
Additions		16,386	-	16,386
Capitalised interest		5,767	-	5,767
Adjustment of currency translation		92	(2)	90
As at 30 June 2024		80,559	1,615	82,174

 

Recognition and measurement

Mine Development

Mine development represents expenditure incurred when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and includes costs incurred up until such time as the asset is capable of being operated in a manner intended by management.

Mine development is stated at historical cost less 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.

Depreciation does not commence until the asset is in the location and condition necessary for it to be capable of operating in the manner intended by management.

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.

Impairment  

At each reporting date, the Company assesses whether there are any indicators of impairment. If any indicator exists, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash generating unit's (CGU) fair value less cost of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The recoverable amount of mine development is dependent on the Company's estimate of the Ore Reserve that can be economically and legally extracted. The Company estimates its Ore Reserve and Mineral Resource 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.

Impairment losses are recognised in the profit or loss.

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.

 

17         Mine Development (continued)

Key estimates and assumptions - Mine Development Development activities commence after commercial viability and technical feasibility of the project is established. Judgement is applied by management in determining when a project is commercially viable and technically feasible. In exercising this judgement, management is required to make certain estimates and assumptions as to future events. If, after having commenced the development activity, a judgement is made that a development asset is impaired the relevant capitalised amount will be written off to the income statement. The Group's estimate of the Havieron 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 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. 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 is available on the company's website: https://greatlandgold.com

18         Leases 

(a) Amounts recognised in the balance sheet

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Right-of-use asset
Office and other leases	312	418	-	-
Lease liabilities
Current lease liabilities	133	128	-	-
Non-current lease liabilities	176	284	-	-
Total lease liabilities	309	412	-	-
Maturity analysis of undiscounted future lease payments
Within one year	149	128	-	-
Later than one year but not later than five years	176	307	-	-
Later than five years	-	-	-	-
Total undiscounted future lease payments	325	435	-	-

Additions to the right-of-use assets during the year were £0.1 million (2023: £0.4 million) associated with the extension to the office and warehouse leases.

(b) Amounts recognised in the statement of comprehensive income

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Depreciation charge of right-of-use assets	133	197	-	13
Interest expense (included in finance cost)	13	7	-	1
Expense relating to short-term leases of low value (included in administrative expense)	13	6	-	-

(c) 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 office furniture.

(d) Extension and termination options

Extension options are included in the leases if it is reasonably certain the lease terms are to be extended. These are used to maximise operational flexibility in terms of managing the assets used in the group's operations.

18         Leases (continued)

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 to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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.

19         Property, plant and equipment 

	Motor Vehicles £'000	Property, Plant & Equipment £'000	IT Equipment £'000	Total £'000
Opening net book amount 1 July 2022	59	36	-	95
Additions	-	-	21	21
Disposals	-	-	-	-
Depreciation	(9)	(12)	(5)	(26)
Adjustment to currency translation	(3)	(2)	(1)	(6)
Closing net book value 30 June 2023	47	22	15	84
Cost	145	191	20	356
Accumulated depreciation	(98)	(169)	(5)	(272)
Net book amount 30 June 2023	47	22	15	84
Additions	57	-	12	69
Disposals	(2)	-	-	(2)
Depreciation	(11)	(10)	(8)	(29)
Adjustment to currency translation	(5)	-	-	(5)
Closing net book value 30 June 2024	86	12	19	117
Cost	179	191	32	402
Accumulated depreciation	(93)	(179)	(13)	(285)
Net book amount 30 June 2024	86	12	19	117

 

19         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 methods and useful lives

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 - 10 years

§ Equipment:                                   5 - 10 years

§ IT equipment:                               3 - 5 years

§ Leasehold improvements:        2 - 10 years

 

20         Commitments

Capital commitments

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

	Group	Group	Company	Company
	2024 £'000	2023 £'000	2024 £'000	2023 £'000
Within one year	2,825	4,589	-	-
Between one and five years	-	-	-	-
Later than five years	-	-	-	-
Total capital commitments	2,825	4,589	-	-

 

 

GROUP STRUCTURE AND RELATED PARTY INFORMATION

21         Investment in subsidiaries

As at, and throughout the financial year ended 30 June 2024, the ultimate parent entity of the Group was Greatland Gold plc. Information relating to subsidiaries is included below:

	Company	Company
	2024 £'000	2023 £'000
Investment in subsidiaries	90,760	250
Total	90,760	250

Debt to Equity Conversion

On 31 May 2024 Greatland Gold plc executed a debt to equity conversion of its loan with 100% owned subsidiary, Greatland Holdings Pty Ltd through a share subscription agreement. The intercompany loan historically has been eliminated on consolidation as it is between members of the consolidated group. On 31 May 2024 Greatland Gold plc held a receivable from Greatland Holdings Pty Ltd of £90.51 million which was converted to equity through a Share subscription agreement at a price of A$1 per share. This resulted in the issue of 174,058,276 shares from Greatland Holdings Pty Ltd to Greatland Gold plc and the extinguishment of the intercompany loan balance.

At 30 June 2024 the balance of the investment in subsidiary held by Greatland Gold plc is £90.76 million (2023: £0.25 million) post the debt to equity conversion.

		Country of		% interest
Controlled entities	Notes	incorporation	Class	2024	2023
Greatland Pty Ltd		Australia	Common	100%	100%
Greatland Holdings Group Pty Ltd	(a)	Australia	Common	100%	100%
Greatland Exploration Pty Ltd	(a)	Australia	Common	100%	100%
Greatland Juri Pty Ltd	(a)	Australia	Common	100%	100%
Greatland Paterson South Pty Ltd	(a)	Australia	Common	100%	100%

(a) The wholly owned subsidiaries were formed and incorporated in the prior financial year.

The registered address of the Australian subsidiaries 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 arrangements 

Set out below are the joint arrangements of the group:

		% interest
Joint arrangement	Holding entity	2024	2023	Nature of business
Havieron Joint Venture	Greatland Pty Ltd	30%	30%	Development and exploration of precious and base metals
Juri Joint Venture	Greatland Juri Pty Ltd	49%	49%	Exploration of precious and base metals
Paterson South Joint Venture*	Greatland Paterson South Pty Ltd	-	-	Exploration of precious and base metals, entered into on 30 May 2023

* Formation of Paterson South JV is subject to Greatland Paterson South Pty Ltd satisfying the initial minimum expenditure and drilling commitments required as part of the farm-in with Rio Tinto.

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.

In some cases, Greatland participates in unincorporated joint venture arrangements where it has the rights to its share of the assets and obligations and its share of the revenue and expenses of the arrangement, but it does not share joint control. In such cases, Greatland accounts for its share of the assets, liabilities, revenues and expenses in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses and obligations for the liabilities relating to the arrangement similar to a joint operation noted above.

 

23         Related party transactions 

Remuneration of key management personnel

	2024 £	2023 £
Short-term employee benefits	2,217,625	2,004,039
Share-based payments	2,344,082	9,420,547
Long-term employee benefits	16,216	18,799
Post-employment benefits	98,529	85,555
Total	4,676,452	11,528,940

Detailed information about the remuneration received by each key management person is provided in the remuneration report.

Transactions with key management personnel  

There were no transactions with key management personnel during the period.

 

OTHER NOTES

24         Share-based payments 

The total expense arising from the share-based payment transactions recognised during the year was as follows:

	Note	2024 £'000	2023 £'000
Employee long term incentive plan	(a)	3,442	981
Directors' co-investment options	(b)	-	8,611
Other schemes1		(162)	195
Total		3,280	9,787

¹ Negative amount relates to reversal of share-based payment expense on forfeited CFO shares due to resignation during the period.

(a) Employee Long Term Incentive Plan (LTIP)

Greatland's Board approved LTIP became effective in February 2022. The LTIP is designed to provide long-term incentives for employees (including executive directors) to deliver long-term shareholder returns. Under the LTIP, participants are granted performance rights or options which vest if certain performance standards are met. Participation in the plan is at the Board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

Set out below are performance rights and options granted under the Company's Employee Equity Incentive Plan over ordinary shares which are granted for nil cash consideration. Management has assessed that non-market and market conditions are more than probable to be achieved by the expiry date and therefore the total value of the performance rights incorporates all performance rights awarded. The expense recorded as share-based payments is recognised to the service period end date on a straight-line basis as the service conditions are inherent in the award.

Each performance right and option converts to one ordinary share in the Company upon satisfaction of the performance conditions linked to the performance rights. The performance rights do not carry any other privileges. The fair value of the non-market condition performance rights granted is determined based on the number of performance rights awarded multiplied by the Company's share price on the date awarded.

The expense for the period of £3.4 million represents the fair value of the instruments expensed over the vesting period.

The Group granted the following on 19 September 2023:

§ FY23 Performance Rights: 13,306,047 performance rights on 27 July 2022 under the Greatland LTIP which were in respect of the 2023 financial year. The amount of performance rights will vest depending on a number of performance targets during a three year performance period from 1 July 2023 to 30 June 2025. The share-based payment expense to be recognised in future periods is £0.7 million.

§ Employee Retention Rights: 31,100,000 nominally priced share options of £0.001 on a once off basis to incentivise retention through a pivotal period of the Group's growth. Subject to satisfaction of service criteria, the holder must be employed by Greatland on 28 February 2026 to exercise. The share-based payment expense to be recognised in future periods is £1.9 million.

§ Employee Co-Investment Options: 302,700,000 grant of premium priced share options of £0.119 to incentivise retention through a pivotal period in the Group's growth and align their interests to pursue value growth for all shareholders. Subject to satisfaction of service criteria, the holder must be employed by Greatland on 28 February 2026 to exercise. The share-based payment expense to be recognised in future periods is £5.3 million.

The fair value at grant date is independently determined using an adjusted form of the Black-Scholes Model which includes a Monte Carlo simulation model for the TSR rights. The key assumptions were as follows:

Fair value of performance rights and assumptions	2023 LTIP	Retention Rights	Co-Investment Options
Volume Granted	13,306,047	31,100,000	302,700,000
Grant date	19 September 2023	19 September 2023	19 September 2023
Fair value - market hurdle	£0.03875	n/a	n/a
Fair value - non-market hurdle	£0.07008	£0.07024	£0.01964
Share price at grant date	£0.071	£0.071	£0.071
Exercise price	£0.001	£0.001	£0.119
Expected volatility	59.17%	69.28%	62.49%
Vesting date	30 June 2025	28 February 2026	28 February 2026
Life of performance rights	10 years	10 years	2.9 years
Expected dividends	nil	nil	nil
Risk free interest rate	4.69%	4.23%	4.49%
Valuation methodology	Monte Carlo & Black Scholes	Black Scholes	Black Scholes

(b) Directors' Co-investment Options

The Company granted co-investment options in the prior year to subscribe for new ordinary shares in the Company to four Directors, Mark Barnaba, Elizabeth Gaines, Paul Hallam and Jimmy Wilson. 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% premium to the equity placement in August 2022 of £0.082. There are no future amounts associated with these options to be expensed in future periods.

The Group issued 235,000,000 co-investment options on 12 September 2022. The fair value at grant date was independently determined using a Binomial simulation model. The key assumptions were as follows:

Fair value of performance rights and assumptions	Directors' options
Grant date	12 September 2022
Fair value	£0.0366
Share price at grant date	£0.0902
Exercise price	£0.119
Expected volatility	60%
Vesting date	12 September 2022
Life of options	4 years
Expected dividends	0.00%
Risk free interest rate	2.92%
Valuation methodology	Binominal

 

 

Options

The following table illustrates the number of, and movements in options during the period:

	Weighted average exercise price 30 June 2024	Year ended 30 June 2024	Weighted average exercise price 30 June 2023	Full year ended 30 June 2023
Outstanding at the beginning of the year	£0.112	261,750,000	£0.026	79,000,000
Granted during the period	£0.119	302,700,000	£0.119	235,000,000
Exercised during the period	£0.009	(21,750,000)	£0.012	(52,250,000)
Forfeited during the period	-	-	-	-
Outstanding at the end of the period	£0.116	542,700,000	£0.112	261,750,000
Vested and exercisable	£0.119	240,000,000	£0.110	256,750,000

 

Rights

The following table illustrates the number of, and movements in rights during the period:

	Weighted average exercise price 30 June 2024	Year ended 30 June 2024	Weighted average exercise price 30 June 2023	Full year ended 30 June 2023
Outstanding at the beginning of the year	£0.001	23,500,000	£0.001	23,500,000
Granted during the period	£0.001	44,406,047	-	-
Exercised during the period	-	-	-	-
Forfeited during the period	£0.001	(5,219,472)	-	-
Outstanding at the end of the period	£0.001	62,686,575	£0.001	23,500,000
Vested and exercisable	-	-	-	-

 

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. If 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.

Key estimates and assumptions - Share-based payments The fair value of performance rights is measured using a Black-Scholes model which includes a Monte Carlo simulation model for the TSR rights. The fair value includes assumptions for the expected volatility, dividend yield and a risk-free rate as at the measurement date which are detailed above. A 60% volatility was applied based on the parent entity's historical volatility of the share price and considering the volatility of several peer companies.

 

25         Provisions 

	Group 2024 £'000	Group 2023 £'000	Company 2024 £'000	Company 2023 £'000
Current provisions
Employee benefits	-	186	-	186
Total current provisions	-	186	-	186
Non-current provisions
Employee benefits	98	63	-	-
Lease make good provision	14	14	-	-
Rehabilitation, restoration and dismantling	1,898	1,873	-	-
Total non-current provision	2,010	1,950	-	-
Total provisions	2,010	2,136	-	186

 

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

	Rehabilitation £'000	Employee benefits £'000	Lease make good £'000	Total £'000
As at 1 July 2023	1,873	249	14	2,136
Additional provisions recognised	-	37	-	37
Amounts used during the year	-	(186)	-	(186)
Unwinding of discount	25	-	-	25
Adjustment to currency translation	-	(2)	-	(2)
As at 30 June 2024	1,898	98	14	2,010

Recognition and measurement

Employee Benefits

The leave obligations cover the Group'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 because 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.

Lease make good provisions   

The Group is required to restore the leased premises to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the shorter of the term of the lease and the useful life of the assets.

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 and cost increases as compared to the inflation 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 provision for rehabilitation has been recorded assuming a risk-free nominal discount rate derived from an Australian 10 year government bond rate of 4.3% and long-term inflation of 3.0%. The discount rate approximates the estimated period for when the majority of the future rehabilitation costs are expected to be incurred.

  26       Contingent assets

In November 2022, Greatland entered into an agreement with Flynn Gold to sell its Tasmanian tenements. The consideration for the purchase consisted of:

(a)   Initial consideration: £0.1 million (satisfied by the issue of 2,000,000 Flynn Gold shares at a deemed issue price of A$0.10 per Flynn Gold share).

(b)    Deferred contingent consideration:

(i)      A$500,000 upon the definition of a JORC-compliant Mineral Resource of at least 500,000 ounces of gold in aggregate within one or both tenements (payable in cash or Flynn Gold shares, at Flynn Gold's election);

(ii)     A$500,000 upon the issue of a permit to mine by Mineral Resources Tasmania in respect of any part of the tenements (payable in cash or Flynn Gold shares, at Flynn Gold's election); and

(iii)    a 1% Net Smelter Royalty payable to Greatland in respect of any production from the tenements.

The contingent asset associated with the deferred consideration has not been recognised as a receivable at 30 June 2024 as receipt of the amount is dependent on the outcome of the requirements outlined above.

27         Remuneration of auditors

	2024 £	2023 £
Auditors of the Group - PKF and related network firms
Audit and review of financial reports
Group audit by PKF Littlejohn	67,800	60,000
Interim review by PKF Littlejohn	13,800	12,000
Controlled entities by PKF Perth	24,650	23,850
Total audit and review of financial reports	106,250	95,850
Regulatory assurance services by PKF Littlejohn - Reporting Accountant	171,000	90,000
Total services provided by PKF	277,250	185,850

 

28         Events after the reporting period

Telfer and Havieron Acquisition

Subsequent to year end the Greatland announced:

§ On 10 September 2024, certain wholly owned subsidiaries of Greatland Gold plc, including Greatland Pty Ltd, had entered into a binding agreement with certain Newmont Corporation subsidiaries to acquire, subject to certain conditions being satisfied, a 70% ownership interest in the Havieron project (consolidating Greatland's ownership of Havieron to 100%), 100% ownership of the Telfer gold-copper mine, and other related interests in assets in the Paterson region;

§ The formal completion of the transaction is subject to the satisfaction of certain conditions precedent and is targeted to occur during Q4 2024;

§ Total consideration face value for the Havieron-Telfer Acquisition is US$475 million (£373.1 million) made up of US$155.1 million (£121.7 million) cash payment, US$52.4 million (£41.5 million) repayment of the outstanding Havieron Joint Venture loan, US$167.5 million (£131.4 million) in new Greatland Gold plc shares to be issued to Newmont and US$100 million (£78.5 million) in deferred cash consideration. The total estimated fair value consideration is US$420.8 million (£330.5 million);

§ The cash consideration will be funded through a fully underwritten institutional placing and retail offer approved by the shareholders on 30 September 2024; and

§ At the date of this report the initial business combination accounting is incomplete as formal completion of the transaction is still subject to certain condition precedents, including regulatory approvals. The business combination accounting will be completed within 12 months from formal completion of the transaction as per IFRS 3 Business Combinations.

Greatland Placing

The Company announced the Havieron-Telfer Acquisition along with an associated fully underwritten institutional placing to raise US$325 million (£248.6 million) and retail offer to raise US$8.8 million (£6.7 million). On 30 September 2024, a general meeting of shareholders approved the Havieron-Telfer Acquisition and the issue of shares. The proceeds of the placing will be used to finance the Havieron-Telfer Acquisition, repayment of the £41.5 million (US$52.4 million) outstanding Havieron JV loan to Newmont, transaction costs and expenses in connection with the Acquisition and Placing and working capital requirements.

Related party transactions

The following directors and officers of the Company participated in the share placing in September 2024 at an issue price of £0.048 per share, as follows:

	Number of Shares Subscribed	£
Directors / Officers
Mark Barnaba	1,589,303	76,287
Elizabeth Gaines	1,059,535	50,858
Shaun Day	1,589,303	76,287
James (Jimmy) Wilson	794,651	38,143
Yasmin Broughton	529,767	25,429
Paul Hallam	794,651	38,143
Dean Horton	211,773	10,165
Damien Stephens	317,661	15,248
Total	6,886,644	330,560

Grant of employee incentive options 

On 16 October 2024, Greatland granted 25,000,000 Retention Rights at £0.119, 17,496,137 FY24 Performance Rights and 39,855,249 FY25 Performance Rights at an exercise price of £0.001 to employees under the Company's employee share plan. Collectively the options and rights are an important element in the attraction and retention of individuals pivotal to Greatland's growth and their alignment with shareholder outcomes. Further details are included in the Remuneration Report.

Standby loan facility

Subsequent to year end, in July the Company executed a drawdown of A$7 million (£3.6 million) of the unsecured A$50 million (£26.0 million ) standby facility with Wyloo. The loan was then subsequently repaid in full from the equity proceeds  and the facility terminated.