L1 Capital's Voting Stake in Great Boulder Resources Drops from 8.98% to 7.16% Following Major Share Issuance

Details Behind L1 Capital’s Updated Substantial Holding Notice Following Great Boulder Resources’ 30 June 2026 Share Issuance

L1 Capital filed a Form 604 Notice of Change of Interests of Substantial Holder due to a material change in its voting power in Great Boulder Resources. Australian corporations law requires substantial holders to notify the company when their voting power changes by 1% or more. L1 Capital’s voting power declined by approximately 1.82 percentage points, from 8.98% to 7.16%, triggering this disclosure.

This change was not caused by L1 Capital selling shares but by Great Boulder Resources issuing new shares on 30 June 2026. The company’s total issued capital increased from 1,572,018,447 shares to 1,971,131,864 shares—a rise of 399,113,417 shares. As a result, L1 Capital’s fixed holding of 141,176,471 shares now constitutes a smaller percentage of the enlarged capital base.

L1 Capital’s Holdings of 141,176,471 Shares Managed via Goldman Sachs and JPMorgan Custodians

Annexure A of the filing details that L1 Capital’s shares are held through two registered custodians: 43,835,009 fully paid ordinary shares (FPO) through Goldman Sachs International and 97,341,462 FPO shares through JPMorgan Chase Bank, N.A. These shares are managed by L1 Capital in its role as a discretionary investment manager or adviser.

The filing explains L1 Capital’s relevant interest as the power to exercise or control voting and disposal of these securities in its capacity managing superannuation funds, pooled superannuation trusts, managed investment schemes, and investment management agreements. This structure is typical for large institutional fund managers, where beneficial ownership rests with underlying clients rather than the manager itself. The filing does not specify the particular funds or client mandates associated with these holdings.

Impact of Great Boulder Resources’ Issued Capital Increase from 1.57 Billion to 1.97 Billion Shares on Shareholders

The issuance of approximately 399 million new shares represents a roughly 25.4% increase in Great Boulder Resources’ total shares outstanding, marking a significant change in its capital structure. This dilution affects earnings per share, net asset value per share, and the voting power of existing shareholders, all key factors in evaluating the company’s capital management strategy.

The announcement does not disclose the purpose of the share issuance, the issue price, or whether it was conducted via placement, rights issue, entitlement offer, or another capital raising method. Investors seeking detailed terms and rationale must refer to any separate company announcements related to this capital event.

L1 Capital’s Institutional Management Role and Disclosure Obligations Under the Corporations Act

L1 Capital Pty Ltd, based at Level 45, 101 Collins Street, Melbourne, is a prominent Australian investment management firm. Its substantial holding in Great Boulder Resources is held under discretionary investment management mandates for institutional clients such as superannuation funds and managed investment schemes. This arrangement is common among Australian institutional investors and does not necessarily indicate a single beneficial owner.

Under Section 671B of the Corporations Act 2001, L1 Capital must notify Great Boulder Resources of any voting power changes of 1% or more. The filing, signed by Jane Stewart as Head of Legal and Compliance, was lodged on 2 July 2026, two days after the share issuance date, complying with statutory disclosure timelines.

Rapid Succession of Substantial Holding Notices Dated 29 June and 2 July 2026

The previous substantial holding notice was submitted and dated 29 June 2026, followed closely by the current change-of-interest notice filed on 2 July 2026, reflecting the share issuance on 30 June 2026. This sequence indicates active new securities issuance by Great Boulder Resources within a short period.

At the time of the earlier notice, Great Boulder Resources had 1,572,018,447 shares outstanding, with L1 Capital’s 141,176,471 shares representing approximately 8.98% voting power. The subsequent share issuance altered this dynamic. Investors will likely monitor whether further issuances occur and how L1 Capital, as a major institutional shareholder, responds to changes in the company’s capital structure.

Calculation of L1 Capital’s Voting Power Before and After the Share Issuance

Before the share issuance, L1 Capital held 141,176,471 shares out of 1,572,018,447 total shares, equating to about 8.98% voting power. After the 30 June 2026 issuance raised total shares to 1,971,131,864, L1 Capital’s unchanged holding represented approximately 7.16% voting power, confirming the reported figures.

The 1.82 percentage point decrease results solely from dilution caused by the new shares issued by the company. L1 Capital did not sell or transfer any shares during this period, indicating the change reflects company-level equity issuance rather than a shift in the fund’s investment stance.

Details on Consideration and Capital Raise Terms from the Filing

The Form 604 filing states the change in L1 Capital’s relevant interest was due to "issuance of new shares" by Great Boulder Resources. The consideration given is marked as not applicable for L1 Capital, since the dilution arose from company action rather than a transaction by the substantial holder. The filing does not provide information on the issue price, recipients, or commercial rationale behind the share issuance.

Great Boulder Resources has not disclosed the price of the new shares or the total capital raised in this announcement. Investors seeking comprehensive details on the capital raise—such as whether it was a placement, entitlement offer, or other structure—should consult any related company updates or offer documents issued around 30 June 2026.

Effect on Great Boulder Resources’ Shareholder Register and Institutional Ownership

The issuance of nearly 399 million new shares has significantly altered Great Boulder Resources’ shareholder base. With total shares approaching two billion, the ownership profile has shifted, with L1 Capital’s stake diluted though still above the 5% substantial holder threshold. The impact on other institutional shareholders depends on their participation in the capital raise.

For both retail and institutional investors, the key question is the strategic purpose behind the capital raise. An increase of over 25% in shares outstanding typically indicates funding for exploration, development, working capital, or other corporate objectives. The immediate effect on share price was not clear at the time of this report. Market participants will watch for further company disclosures clarifying the use of proceeds and operational plans following this significant capital event.

Outlook for Great Boulder Resources and L1 Capital After the Substantial Holding Update

With L1 Capital’s voting power now at 7.16%, it remains a substantial holder subject to disclosure requirements for any future voting power changes of 1% or more. Should Great Boulder Resources issue additional shares or L1 Capital adjust its holdings to restore proportional ownership, further filings will be required. Conversely, if L1 Capital reduces its stake below 5%, a final substantial holder notice would be triggered.

The next important update for investors will likely be a formal company release detailing the 30 June 2026 capital raise, including issue price, participant identities, and intended use of funds. The company’s operational progress and exploration activities will continue to influence institutional investors like L1 Capital in evaluating their ongoing investment in Great Boulder Resources. This announcement signals an active phase of capital formation, with the market awaiting clarity on deployment of the new capital.