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Business Description

Great Western Mining Corporation PLC is a mineral exploration and exploitation company with mining claims in Nevada, USA which have the potential for gold, silver and copper, as well as other minerals. The Company was incorporated in Ireland on 20 October 2004 and commenced exploration activities in Nevada in late 2006. The business model is based on acquiring and operating mineral assets.  This usually involves staking claims, as the Company has done on its extensive acreage in the south-western part of Mineral County, Nevada where some claim groups have historic mine workings.  However, in 2020 Great Western acquired a further interest in Mineral County, known as the Olympic Gold Project, where it has an option to acquire the property over a period of time and the right to carry out exploration and appraisal during the period of the option. Great Western Mining Corporation PLC raised £0.98m (before expenses) through a Placing on Admission to the Alternative Investment Market (“AIM”) of The London Stock Exchange and has raised additional funds through placings of new Ordinary Shares since that time.   The Company’s Ordinary Shares were admitted to the Euronext Growth market and the AIMin November 2011.

The Company’s dual strategy is (1) to advance copper projects which have potential for the discovery of large mineralised systems, through the various stages of exploration and development, with a view to monetising one or more of those projects, most likely through joint venturing with a larger operator at the appropriate time and (2) to develop smaller scale and shorter term gold and silver projects, either reprocessing spoils heaps or through new mineral discoveries, which can be brought into production under the Company’s direct control.

Since incorporation, Great Western Mining has surveyed and staked over 1000 claims over a widespread area in Mineral County of approximately 77 square kilometres. Currently the Company has title to 681 claims over 57 square kilometres which are split into three groups: 

  1. The Black Mountain Group which includes the Company’s M2 Copper-Gold Project and the Mineral Jackpot Gold Project
  2. The Huntoon Group, including the Company’s M1 Copper-Gold Project
  3. The Golconda Fault Line Group which encompasses four separate claim blocks:
  • The RH Group of claims - M7 Gold-Silver Prospect;              
  • The JS Group of claims - M4 Copper-Gold Project and M5 Gold Prospect;
  • The EM Group of claims - M8 Copper Prospect;
  • The TUN Group of claims - M6 Gold-Silver Prospect

In 2014 the Company established a maiden Inferred Mineral Resource on the M2 Copper-Gold Project, consisting of 3.77 million tonnes of 0.44% copper, prepared in accordance with the JORC Code (2012). In late 2018 this Mineral Resource was upgraded to 4.3 million tonnes of 0.45% copper. A drilling programme in 2018 made “discovery” intersects at the M4 Copper-Gold Project and the M1 Copper-Gold Project confirming the prospectivity of both projects.

In 2020, the Company entered into an Option Agreement to acquire a further 48 mineral claims over approximately 3 square kilometres at the Olympic Gold Project in Mineral County, Nevada, which are prospective for gold and silver.

DIRECTOR BIOGRAPHIES

Brian Hall – Executive Chairman 

  • KPMG trained Chartered Accountant who became a member of the small team which landed the first commercial oil from the UK North Sea
  • Over 40 years managing natural resources companies
  • Founded oil company Aminex PLC in 1991, took it to the LSE Premium List and managed its activities in 8 countries, discovering and exploiting oil or gas on three continents
  • Aminex is one of very few independent oil companies to have paid a Russia exit dividend
  • Joined the Great Western board in 2012, Chairman in 2013 and Executive Chairman in 2019

Robert O’Connell – Operations Director 

  • Graduate of Texas Christian University
  • Trained oil and gas driller
  • 20 years’ operating experience in oil and mining
  • Founder employee of Great Western, staked the original claims and oversaw 5,000 metres of drilling, resulting in an Inferred copper resource of 19,000 tonnes copper
  • Fully familiar with all regulatory requirements in Nevada and has built trust and good working relations with both the host state and federal authorities 

Max Williams  Finance Director and Company Secretary

  • Chartered Accountant
  • Over 26 years’ experience managing the finances of publicly-traded natural resources companies
  • Until 2019 Financial Controller/Secretary and subsequently Finance Director of Aminex PLC, controlling the finances of a group operating in multiple jurisdictions

Andrew Hay Senior Independent Director

  • Graduate of Oxford University
  • 30 year banking career in London and New York
  • Chairman of LGB Corporate Finance, advising growth companies across the capital spectrum
  • Senior positions in the past at Schroders and ING Barings, in debt and equity capital markets and international M&A
  • Built the corporate finance team at the Edmond de Rothschild Bank in London and led it for ten years
  • Chairman of Audit and Risk Committees

Alastair Ford – Non-executive Director

  • Graduate of Oxford University
  • 20 year career as a mining specialist
  • Mining journalist on the Investors’ Chronicle
  • Editor of The Minesite.com
  • Chief Investment Officer at Mineral & Financial Investments PLC for six years
  • Currently a Mining Affairs Consultant for ProactiveInvestors.com
  • Chairman of Remuneration Committee

Gemma Cryan

  • 20-year experienced mineral exploration geologist
  • Experienced in corporate affairs
  • First Class Honours degree in Earth Sciences from the National University of Ireland
  • Geology Manager, Greatland Gold PLC
  • Executive Director, Starvest PLC which supports early stage mineral exploration ventures

BOARD AND BOARD COMMITTEES

ROLE OF THE BOARD

The Board’s role is to agree the Group’s long term direction and strategy and monitor achievement of its business objectives. The Board meets a minimum of four times per year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic and operational matters.

The Board delegates certain of its responsibilities to the Audit, Risk, Remuneration and Nomination Committees of the Board. These Committees operate within clearly defined terms of reference.

AUDIT & RISK COMMITTEES

The Audit and Risk Committees assist the Board in meeting responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the audit and considers the cost effectiveness, independence and objectivity of the auditors, taking account of any non-audit services provided by them.  Please click here to view the Terms of Reference for the Audit Committee.

Current Audit and Risk Committee members are:

  • Andrew Hay (Audit and Risk Committee Chairman)
  • Alastair Ford

REMUNERATION COMMITTEE

The Group’s ability to execute its strategy is highly dependent on the skills and abilities of its people. The Remuneration Committee meets at least once every year to lead the formal process of evaluating appropriate Director and Senior Management remuneration. Please click here to view the Terms of Reference for the Remuneration Committee.

Current Remuneration Committee members are:

  • Alastair Ford (Remuneration Committee Chairman)
  • Andrew Hay

NOMINATION COMMITTEE

The Nomination Committee meets at least once every year to lead the formal process of rigorous and transparent procedures for Board and Senior Management appointments and to make recommendations to the Board in accordance with best practice and other applicable rules and regulations, insofar as they are appropriate to the Group at this stage in its development. 

Current Nomination Committee members are:

  • Brian Hall (Nomination Committee Chairman)
  • Andrew Hay
  • Alastair Ford

CORPORATE GOVERNANCE

THE QUOTED COMPANY ALLIANCE CODE (QCA) 

The Directors of Great Western Mining Corporation plc recognise the importance of good corporate governance and have decided to apply the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The QCA Code was developed by the QCA in consultation with several significant institutional small company investors. The underlying principal of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group’s size, and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature. Please refer to the table below to see how the Company addresses the key governance principles defined in the QCA Code.

THE PRICIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

QCA Code Principal

Application (as set out by QCA)

What we do and why

1. Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of the products and corporate structure and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long term future.

Great Western Mining Corporation strategy is to invest in a systematic exploration programme on its 60 square kilometres of licensed mineral load claims in Mineral County, Nevada, until a measured resource can be identified. Shareholder value will then be realised with the mining of the contained minerals or the onward sale of the resource.

The Group’s strategy and mitigation of challenges will be defined each year in its Report and Accounts.

2. Seek to understand and meet shareholders needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders expectations and should seek to understand the motivations behind shareholders voting decisions.

The Board is committed to creating shareholder value with its exploration programme that should eventually lead to dividend payments.

Great Western Mining supports communication between the Company and its shareholders. It does this this by regular reporting and making the board aware of any shareholder questions or comments.

The Annual General Meeting is considered a significant forum for dialogue with its shareholders. All directors and members of committee welcome questions.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon the good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society. The communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of the control mechanisms. Systems need to be in place to solicit, consider and act on feedback from the stakeholder groups.

Great Western Mining, being a small organisation at the moment, has the benefit that the Board executives are fully integrated and communicate daily to exchange views and information.

The Board recognises that exploration in wilderness areas carries a responsibility and takes very seriously the need to adhere to environmental and conservation legislation.

To this end the Company has engaged an expert Environmental and Planning company to ensure that actions taken today will not affect shareholder value later.

Great Western Mining relies upon the integrity and support of its independent geologists and drilling organisations. There is a continuing dialogue between the Company and the contractors so as to analyse progress and agree the best course of action to meet the plan at the most economical cost.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; company’s need to consider their extended business, including the company’s supply chain, from key suppliers to end customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

The Company has established Financial Procedures and Audit Committee directives.

The Board is responsible for forming and reviewing the overall company strategy, approving budgets, adherence to the budgets, and approval of capital expenditure.

The Audit Committee assists the Board in discharging its duties regarding the Financial Statements and Accounting Policies.

The Board considers the maintenance of the integrity of the Company’s exploration effort of vital importance for the creation of future shareholder value.

Lawyers in Ireland, the USA and United Kingdom are available for relevant consultation to mitigate the possibility that corporate, employment, planning, environmental laws and ordinances are not adhered to.

The Company has its own Code of Business Conduct, it forms part of the engagement process for both the Board and all employees.

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code Principal

Application (as set out by QCA)

What we do and why

5. Maintain the board as a well-functioning, balanced team led by the chair

The board’s members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of the approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The Company is controlled by the Board of Directors which has five members. Brian Hall, the Executive Chairman, is responsible for the running of the Board And has the executive responsibility for running the Company’s business and implementing Group Strategy. There are two further Executives, Max Williams, Finance Director and Robert O’Connell, Operations Director together with two non-executive Directors, Alastair Ford and Andrew Hay.

All Directors communicate and information is regularly disseminated on the financial and operation position of the Company.

The Board sits regularly and is supported by the Audit Committee, the Remuneration Committee and the Nominations Committee. The terms of reference for the Audit and Remuneration Committees are published on the website. Adequate notice is given so as to enable all Directors to be present and Board papers are circulated in advance with the minutes circulated promptly thereafter.

The Company has procedures in place to identify and deal with conflicts of interest, especially if any Director might be conflicted.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, the board composition will need to evolve to reflect the change.

The Board comprises five members, of whom three are executive and two non-executive.  The Directors together have skills incorporating operations/engineering, finance/accounting, capital markets and business development.  Each Director has served on the Board of one or more public listed company (Premium/Primary listing, Standard Listing and Euronext Growth/AIM listing) over many years.

The Board acknowledges the need for a diverse membership and keeps the composition of the Board under review.

All Directors have access to advice from the Company Secretary. In the event they need independent advice in the furtherance of their duties, independent advice will be made available with the Company bearing the cost.

The Board takes all decisions regarding the appointment, and removal of Directors. The Nominations Committee has the responsibility for proposing suitable candidates for both Directors and senior management.

7. Evaluate the board performance based on clear relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

The Chairman continually reviews the performance of the Board together with the Audit and Remuneration Committee and will report findings to the Board if found necessary.

The Chairman of the Nominations Committee continually considers Succession Planning, reporting to the Board when deemed necessary.

In accordance with the Company’s Articles of Association half the Board retire by rotation at the AGM and may offer themselves for re-election

8. Promote a corporate culture that is based on ethical values and behaviour

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including, recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognised throughout the disclosures in the annual report, website and other statements issued by the company.

The Board wholeheartedly supports a corporate culture that reflects all modern accepted standards and also insists that its employees and contractors adhere to this policy.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • Size and complexity; and
  • Capacity, appetite and tolerance for risk.

The governance structure should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board is responsible for the long term success of the Company and sits at least four times each year with additional meetings if required. A formal schedule of matters is tabled for decisions that will determine the direction and future of the Company.

The meeting agenda is produced and delivered with supporting papers to each Director in sufficient time to permit attendance.

Decisions are taken democratically with any concerns being noted in the meeting minutes.

The Minutes are circulated to all Directors following the close of the meeting.

BUILD TRUST

QCA Code Principal

Application (as set out by QCA)

What we do and why

10. Communicate how the company is governed and performing by maintaining a dialogue with shareholders and other relevant stakeholders

A healthy dialogue exists between the board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communications and reporting structure should exist between the board and its constituent’s parts of its shareholder base. This will assist:

The communication of shareholder views to the board; and

The shareholders understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Company encourages communication with its shareholders and other interested parties. It considers the AGM, the Annual Report and Accounts, regular market update announcements and the corporate website as its principal means of communication. 

 

COUNTRY OF INCORPORATION AND OPERATIONS

Great Western Mining Corporation PLC is incorporated in the Republic of Ireland, number 392620. Currently, its sole area of operations is Mineral County, Nevada, USA.

BRIBERY AND CORRUPTION POLICY

The Company has a robust anti-bribery and anti-corruption policy which applies to the Board and all employees and persons associated with the Company such as consultants and contractors. They are all required to observe and uphold a zero tolerance position on bribery and corruption as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Company to conduct their day to day business activities in a fair, honest and ethical manner, be aware and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Directors and managers at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand the policy.

SHARE DEALING POLICY

The Company has adopted a share dealing policy regulating trading and confidentiality of inside information for Directors and other persons discharging managerial responsivities, including their persons closely associated, which contain provisions appropriate for a company whose shares are admitted to trading on AIM and in particular relating to dealing during closed periods which will be in accordance with MAR. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the share dealing policy.

SHAREHOLDER RIGHTS

As the Company is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

TRADING PLATFORM DETAILS

Great Western Mining Corporation PLC is listed on the Alternative Investment Market of the London Stock Exchange and the Euronext Growth market.

Significant Shareholders

The Company has been notified of the following significant shareholdings:

Shareholder

Number of Ordinary Shares Held

Percentage Holding

Monecor London Ltd

110,250,001

3.61%

Andrew Webley

116,846,960

4.07%

Directors’ and their related parties’ interests:

Shareholder

Number of Ordinary Shares Held

Percentage Holding

Brian Hall

71,000,200

2.30%

Max Williams

46,250,000

1.50%

Robert O’Connell

21,670,490

0.70%

Andrew Hay

10,000,000

0.32%

Alastair Ford

         -
   -

 NUMBER OF SECURITIES IN ISSUE

The Company's issued share capital consists of 3,577,510,005 Ordinary Shares of €0.0001 each.

PERCENTAGE OF SHARES NOT HELD IN PUBLIC HANDS

Currently 4.83% of the issued share capital is not in public hands.

RESTRICTIONS

There are no restrictions on the transfer of the Company’s securities.

ADVISERS

Please click here to view details of the Company's Nominated Adviser and other key advisers.

ADMISSION DOCUMENT

Please click here to view the Company's admission document

ARTICLES OF ASSOCIATION

Please follow this link to the Company's Articles of Association

COMPANY FINANCIALS

Please click on the link below to access the reports made by the Company since admission in November 2011

Annual reports/Half Yearly reports

COMPANY ANNOUNCEMENTS

Please click on the link below to access notifications made by the Company since admission in November 2011

Announcements

TAKEOVER RULES

Great Western Mining plc is subject to the Irish Takeover Panel Act 1997, the Irish Takeover Rules 2013 and Irish Substantial Acquisition Rules 2007

Updated April 2021