TIDMSOLG
RNS Number : 7984W
SolGold PLC
28 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION,
WHERE SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED
ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR IN ANY
OTHER JURISDICTION, WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, INCLUDING AS IT
FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO
THEM AS DEFINED IN THE PLACING ANNOUNCEMENT.
For immediate release
28 April 2021
SolGold plc
("SolGold" or the "Company")
Results of Placing
SolGold plc (LSE & TSX: SOLG) , the copper exploration and
development company focussed in Ecuador, is pleased to announce the
successful completion of the Placings and Retail Offer announced
yesterday (the "Placing Announcement").
A total of 208,202,938 new Ordinary Shares in the capital of the
Company have been placed with new and existing investors at a
Placing Price of 25.5 pence per new Ordinary Share. The Placing and
Retail Offer have raised gross proceeds of approximately US$73.8
million for the Company (GBP53.1 million) (before expenses).
Pursuant to the Placing, a total of 206,466,501 Placing Shares
have been placed at the Placing Price, raising gross proceeds of
approximately US$73.2 million (GBP52.6 million).
In addition, retail investors have subscribed in the Retail
Offer for 1,736,437 Retail Offer Shares at the Placing Price
raising gross proceeds of approximately US$0.6 million (GBP0.4
million).
The Placing Price represents a discount of approximately 11.1
per cent. to the closing mid-market price per share of 28.7 pence
on 27 April 2021.
The 208,202,938 new Ordinary Shares to be issued in aggregate
pursuant to the Placing and the Retail Offer (the "New Ordinary
Shares") represent 9.99 per cent. of the issued ordinary share
capital of the Company prior to Admission (as defined below).
The net proceeds of the Placing and Retail Offer are intended to
fund (i) a minimum of 40,000 meters of diamond core drilling, (ii)
related technical services and staff expenses and (iii) CSR
initiatives work related to the Company's Regional Portfolio.
Excess cash will be used for the DFS and related workstreams
related to the Alpala Project and be available for general
corporate purposes and working capital.
PDMR participation in the Placing
Certain directors of the Company have agreed to participate via
the Placing for the number of Placing Shares at the Placing Price
as set out below:
Director Number of Placing
Shares
Liam Twigger 392,156
------------------
Nicholas Mather 392,156
------------------
Kevin O'Kane 392,156
------------------
James Clare 143,137
------------------
Keith Marshall 98,039
------------------
Brian Moller 78,431
------------------
Maria Amparo Alban 28,176
------------------
Elodie Grant Goodey 19,607
------------------
Peel Hunt LLP ("Peel Hunt"), H&P Advisory Ltd ("H&P")
and Cantor Fitzgerald Canada Corporation ("Cantor") acted as joint
bookrunners (the "Joint Bookrunners") to the Company in connection
with the Placing.
Keith Marshall, Interim CEO of SolGold, commented:
"We are delighted to announce the successful completion of a two
and a half times oversubscribed Placing. We have added some very
strong names to our shareholder register and I would like to thank
existing and new investors for their support and backing of our
strategy and future investment in Ecuador. This Placing underscores
the quality of our mineral assets in Ecuador and the strong market
sentiment for the development of copper mines in a tight
market."
Details of the Placing
The Placing Shares and Retail Shares, when credited, will rank
pari passu in all respects with the Company's existing Ordinary
Shares at that time.
The Company has applied to the London Stock Exchange ("LSE") for
Admission, and to the TSX to list, 208,202,938 New Ordinary Shares.
Subject to, inter alia, the Placing Agreement not having been
terminated in accordance with its terms as well as admission to the
LSE, it is expected that admission and dealing on LSE of the
208,202,938 New Ordinary Shares will occur at 8:00 am on or around
30 April 2021 that the New Ordinary Shares will be listed and
posted for trading on TSX on or around 30 April 2021. The Company
is relying on an exemption set forth in Section 602.1 of the TSX
Company Manual, which exemption provides that the TSX will not
apply certain of its standards (including the private placement
standards set out in Section 607 of the Manual) to "Eligible
Interlisted Issuers" (as such term is defined in the Manual).
Total Voting Rights
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the FCA ("DTRs"), the Company confirms that,
following Admission, its issued share capital will comprise
2,292,316,432 Ordinary Shares, each of which carries the right to
vote, with zero Ordinary Shares held in treasury. This figure may
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the DTRs.
http://www.rns-pdf.londonstockexchange.com/rns/7984W_1-2021-4-28.pdf
For further information, please contact:
SolGold plc +44 (0) 20 3823 2130
Keith Marshall (Interim CEO)
Ingo Hofmaier (Executive General Manager,
Corporate Finance)
Website: www.solgold.com .au
Peel Hunt LLP - Joint Bookrunner
Investment Banking - Ross Allister / Alexander
Allen
ECM/Syndicate - Al Rae / Sohail Akbar +44 (0) 20 7418 8900
H&P Advisory Ltd - Joint Bookrunner
Andrew Chubb / Ernest Bell +44 (0) 20 7907 8500
Cantor Fitzgerald Canada Corporation - Joint
Bookrunner
Graham Moylan / Craig Warren / James Mazur +1 (0) 416 350 1203
ABOUT THE COMPANY
SolGold is a leading exploration company focussed on the
discovery, definition and development of world-class copper and
gold deposits. SolGold, with 76 concessions covering approximately
3,100km(2), is the largest and most active concession holder in
Ecuador (based on exploration expenditure reported by SNP Global)
and is aggressively exploring this highly prospective,
underexplored and copper-gold-rich section of the Andean Copper
Belt which is currently responsible for c40% of global mined copper
production (according to Wood Mackenzie). Ecuador is one of the
most important new mining jurisdictions and is endorsed by major
mining companies. The Company further believes that the newly
elected president will offer continued support for responsible
mining activities and a focus on foreign direct investments.
The Company's current activities are focussed on progressing a
PFS study at its Alpala project and regional exploration as the
Company continues to pursue its strategy as an integrated explorer
and developer, based on preservation of value for all shareholders.
The Company maintains its plan of applying its blueprint of
systematic evaluation and exploration across its regional
exploration portfolio of 75 concessions, having created the
successful blueprint at the company's Tier 1 Alpala project.
The Alpala deposit comprises 2,663 Mt at 0.53% CuEq in the
Measured plus Indicated categories and contained metal content of
9.9 Mt copper, 21.7 Moz gold and 92.2 Moz silver. The Company is of
the view that the Alpala resource is one of the most significant
copper-gold porphyry discoveries of the last decade. The Company
further believes that it has the potential to become a key source
of future copper supply amid an expected growing medium-term market
deficit, reflecting limited new project development, a declining
base production and growing demand supported by the shift towards
electrification and decarbonisation.
The Company is making good progress studying potential Alpala
mine plans while addressing a number of mine development and
metallurgical enhancements as well as potential upsides. The
Company is optimistic that the revised mine plan currently being
studied as part of the PFS process could deliver similar metal
production while mining significantly less material with
anticipated benefits of the revised approach being studied
including lower potential execution risks, lower potential
pre-production capital and the potential for significantly reduced
time to first production all of which is expected to enhance
project economics.
A significant part of SolGold's success to date in driving
shareholder value growth has been through its successful
exploration programmes across Ecuador's highly prospective and
under-explored section of the Andean Copper Belt. Whilst this has
resulted in the discovery and development of the world class Alpala
project, the board of directors believe that the best way to
continue to drive shareholder value at present is through further
exploration success at priority projects. The goal of the Company
is to drive value for stakeholders through this exploration
programme by the assessment and study of exciting prospective
targets already identified within the Regional Portfolio and to
seek to discover another highly prospective mineral system such as
that at the Company's flagship Alpala project.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, SOUTH
AFRICA, HONG KONG OR ANY OTHER JURISDICTION, WHERE SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE
TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE OR THE FCA, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN SOLGOLD PLC IN ANY
JURISDICTION.
The distribution of this Announcement in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
any of the Joint Bookrunners or any of their respective affiliates,
agents, directors, officers, partners, advisers and/or employees
that would permit an offer of the securities referred to herein or
possession or distribution of this Announcement or any other
offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement or into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation or EU
Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Australia, New Zealand, the Republic of South Africa,
Japan, Hong Kong or any other jurisdiction in which the same would
be unlawful. No public offering of the securities referred to
herein is being made in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results Without
limitation, forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook",
"project" or other words or terms of similar meaning (or the
negative thereof) . By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including (without limitation and amongst other things),
commercial, operational, domestic and global economic business
conditions, the macroeconomic and other impacts of COVID-19,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel, that
could cause actual results, financial condition, performance or
achievements to differ materially from those expressed or implied
by these forward--looking statements. As a result, the actual
future financial condition, performance and results of the Company
may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company,
its directors and each of the Joint Bookrunners each expressly
disclaim any obligation or undertaking to update or revise, or
publish any updates or revisions to any forward-looking statements
contained in this Announcement, whether as a result of new
information, future events or otherwise to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Peel Hunt is regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing, and Peel Hunt will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
H&P is regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing, and H&P will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Cantor which is regulated by the Investment Industry Regulatory
Organization of Canada is acting exclusively for the Company and no
one else in connection with any investment in the Placing Shares,
and will not regard any other person as their client in relation to
any investment in the Placing Shares and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in
relation to any investment in the Placing Shares or any transaction
or arrangement referred to in this Announcement.
This Announcement does not constitute a recommendation.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended (" FSMA ") or the regulatory regime established
thereunder) or by any of their respective affiliates or any of
their respective directors, officers, partners, employees, advisers
and/ or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate for any period, and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company (as appropriate), for the current or future
financial years would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
Any indication in this Announcement of the price at which
ordinary shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. The price
of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon
disposal of any Placing Shares or other securities of the Company.
Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the London Stock Exchange and the Toronto
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
The GBP/US$ exchange used herein is GBP1.00:US$1.3899.
Qualified Persons Statement
The scientific or technical information contained in this press
release has been approved by Jason Ward (the Company's Head of
Exploration), a qualified person under National Instrument 43-101 -
Standards of Disclosure for Mineral Projects.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
ROIEAELPAALFEEA
(END) Dow Jones Newswires
April 28, 2021 02:00 ET (06:00 GMT)
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