TIDMSOLG
RNS Number : 0932Q
SolGold PLC
24 June 2022
24 June 2022
SolGold plc
("SolGold" or the "Company")
Important Note to Shareholders
Dear Shareholders,
You will have recently received a Notice of Meeting for an
Extraordinary General Meeting (EGM) of SolGold plc (LSE & TSX:
SOLG) to be held on 30 June 2022 (Notice of Meeting).
This communication is to give you notice of a proposed amendment
to be put to the EGM, to one of the definitions contained within
the proposed Long Term Incentive Performance Plan Rules and
Performance Bonus Plan Rules that the Company is seeking approval
for under Resolutions 2 and 3 of the Notice of Meeting. Resolutions
1 and 4 and the accompanying documentation remain unchanged. The
issued proxy form also remains unchanged.
Amendment to Definition under Incentive Plans
The UK Companies Act 2006 requires the Board of Directors of
SolGold to promote the success of the Company for the benefit of
its members as a whole and, in doing so, has taken into account the
interests of wider stakeholders.
Some of our members have communicated reservations about one
aspect of the defined term of "Change of Control" within the Long
Term Incentive Performance Plan Rules and Performance Bonus Plan
Rules (collectively, the Incentive Plans). The concern relates to
the 30% threshold applied on a disposal of assets. Having taken
those members' concerns into consideration, a variation to the
definition that lifts the threshold for measurement of a Change of
Control on the disposal of assets to 50% will now be incorporated
into the Incentive Plans. The other limbs of the Change of Control
definition were already at the 50% threshold and remain
unchanged.
The Board acknowledges the concerns raised by members and
accordingly the definition of 'Change of Control' within the
Incentive Plans is varied as summarised below,
Change of Control means the occurrence of any one or more of the following events:
......
(ii) the sale, lease, exchange or other disposition, in a single
transaction or a series of related transactions, of assets, rights
or properties of the Company which have an aggregate book value
greater than 50% (fifty) of the book value of the assets, rights
and properties of the Company on a consolidated basis to any other
person or entity, other than a disposition to a wholly-owned
Affiliate in the course of a re-organisation of the assets of the
Company and its Affiliates;
The full text of the varied definition, with the change marked
up, is set out in the annexure below. At the EGM, the Chair of the
meeting will propose that the Incentive Plans, varied as noted
herein, be put to members for approval. The full text of the
Incentive Plans, as amended as noted above, are available on SEDAR
at www.sedar.com.
The Board believes these amendments to be favourable to the
interests of shareholders and thanks those members that took the
time to engage with the Group on this matter.
The Board will continue to consult with its shareholders at
future events. Our upcoming events are available on our website
here, https://www.solgold.com.au/investors-center/#event .
The Board will also continue to recognise member expectations
and will ensure that these are considered within its corporate
governance and future announcements going forward.
There is no change to the date, time, and place of the SolGold
EGM and will be held on Thursday 30 June 2022 at 9:00 pm (Brisbane,
Australia time), 7:00 am (Toronto time), 12:00 pm (London time) at
the offices of HopgoodGanim, Level 8, Waterfront Place, 1 Eagle
Street, Brisbane, Queensland 4000 Australia and electronically via
the Lumi platform ( https://web.lumiagm.com/177-699-835 ).
Action to be taken
Shareholders who cannot attend and vote at the EGM should
complete and lodge the proxy form in respect of all items of
business at the EGM, if they have not already done so.
If you have already lodged a proxy form and you do not wish to
change your voting instructions, you do not need to do anything. If
you have already lodged a proxy form and you do wish to change your
voting instructions, you will need to lodge a revised proxy form
that will then take precedence over the original proxy form
previously submitted (provided it is received after the original
proxy form). Alternatively, you can complete and update your proxy
vote online following the instructions on the proxy form.
The latest time for receipt of proxy forms has not changed.
Please ensure that you submit your proxy form by the time set out
on the proxy form and in the Notice of Meeting.
Board recommendation
The Board considers that the items for all Resolutions 1 to 4
set out in the Notice of Meeting are in the best interests of
shareholders of SolGold as a whole and recommends that you vote in
favour of all Resolutions.
By order of the Board
Dennis Wilkins
Company Secretary
Annexure - Amended Change of Control Definition to apply to the
Incentive Plans
Change of Control
means the occurrence of any one or more of the following
events:
(i) a consolidation, merger, amalgamation, arrangement or other
re-organisation or acquisition involving the Company and another
company or other entity, as a result of which the holders of Voting
Securities prior to the completion of the transaction hold less
than 50% of the outstanding Voting Securities of the successor
company after completion of the transaction;
(ii) the sale, lease, exchange or other disposition, in a single
transaction or a series of related transactions, of assets, rights
or properties of the Company which have an aggregate book value
greater than 30% 50% of the book value of the assets, rights and
properties of the Company on a consolidated basis to any other
person or entity, other than a disposition to a wholly-owned
Affiliate in the course of a re-organisation of the assets of the
Company and its Affiliates;
(iii) a resolution is adopted to wind-up, dissolve or liquidate
the Company;
(iv) any person, entity or group of persons or entities acting
jointly or in concert (an "Acquiror") acquires or acquires control
(including, without limitation, the right to vote or direct the
voting) of Voting Securities which, when added to the Voting
Securities owned of record or beneficially by the Acquiror or which
the Acquiror has the right to vote or in respect of which the
Acquiror has the right to direct the voting, would entitle the
Acquiror and/or associates and/or Affiliates of the Acquiror to
cast or to direct the casting of 50% or more of the votes attached
to all of the Company's outstanding Voting Securities which may be
cast to elect directors of the Company or the successor company
(regardless of whether a meeting has been called to elect
directors);
(v) as a result of or in connection with: (A) a contested
election of directors, or (B) a consolidation, merger,
amalgamation, arrangement or other re-organisation or acquisition
involving the Company or any of its Affiliates and another company
or other entity (a "Transaction"), fewer than 50% of the directors
of the Company are persons who were directors of the Company
immediately prior to such election or the Transaction; or
(vi) the Directors adopt a resolution to the effect that a
Change of Control as defined herein has occurred or is
imminent.
For the purposes of the foregoing, "Voting Securities" means
Shares and any other shares entitled to vote for the election of
directors and shall include any security, whether or not issued by
the Company, which are not shares entitled to vote for the election
of directors but are convertible into or exchangeable for shares
which are entitled to vote for the election of directors including
any options or rights to purchase such shares or securities.
CONTACTS
Dennis Wilkins
SolGold Plc (Company Secretary) Tel: +61 (0) 7 3303 0660
dwilkins@solgold.com.au
Fawzi Hanano
SolGold Plc (Investors / Media) Tel: +44 (0) 20 3823
fhanano@solgold.com.au 2130
Tavistock (Media)
Jos Simson / Gareth Tredway Tel: +44 (0) 20 7920
3150
Follow us on twitter @SolGold_plc
Certain information contained in this announcement would have
been deemed inside information.
ABOUT SOLGOLD
SolGold is a leading resources company focussed on the
discovery, definition and development of world-class copper and
gold deposits. In 2018, SolGold's management team was recognised by
the "Mines and Money" Forum as an example of excellence in the
industry and continues to strive to deliver objectives efficiently
and in the interests of shareholders. SolGold is exploring the
length and breadth of this highly prospective and gold-rich section
of the Andean Copper Belt which is currently responsible for
approximately 40% of global mined copper production.
The Company operates with transparency and in accordance with
international best practices. SolGold is committed to delivering
value to its shareholders, while simultaneously providing economic
and social benefits to impacted communities, fostering a healthy
and safe workplace and minimizing the environmental impact.
Dedicated stakeholders
SolGold employs a staff of approximately 800 employees of whom
99% are Ecuadorian. This is expected to grow as the operations
expand at Cascabel, and in Ecuador generally. SolGold focusses its
operations to be safe, reliable and environmentally responsible and
maintains close relationships with its local communities. SolGold
has engaged an increasingly skilled, refined and experienced team
of geoscientists using state of the art geophysical and geochemical
modelling applied to an extensive database to enable the delivery
of ore grade intersections from nearly every drill hole at Alpala.
SolGold has close to 60 geologists on the ground in Ecuador
exploring for economic copper and gold deposits.
About Cascabel and Alpala
The Alpala deposit is the main target in the Cascabel
concession, located on the northern section of the heavily endowed
Andean Copper Belt, the entirety of which is renowned as the base
for nearly half of the world's copper production. The project area
hosts mineralisation of Eocene age, the same age as numerous Tier 1
deposits along the Andean Copper Belt in Chile and Peru to the
south. The project base is located at Rocafuerte within the
Cascabel concession in northern Ecuador, an approximately
three-hour drive on sealed highway north of the capital Quito,
close to water, power supply and Pacific ports.
Having fulfilled its earn-in requirements, SolGold is a
registered shareholder with an unencumbered legal and beneficial
85% interest in ENSA (Exploraciones Novomining S.A.) which holds
100% of the Cascabel concession covering approximately 50km(2) .
The junior equity owner in ENSA is required to repay 15% of costs
since SolGold's earn in was completed, from 90% of its share of
distribution of earnings or dividends from ENSA or the Cascabel
concession. It is also required to contribute to development or be
diluted, and if its interest falls below 10%, it shall reduce to a
0.5% NSR royalty which SolGold may acquire for US$3.5million.
SolGold's Regional Exploration Drive
SolGold is using its successful and cost-efficient blueprint
established at Alpala, and Cascabel generally, to explore for
additional world class copper and gold projects across Ecuador.
SolGold is a large and active concessionaire in Ecuador.
The Company wholly owns four other subsidiaries active
throughout the country that are now focussed on a number of high
priority copper and gold resource targets, several of which the
Company believes have the potential, subject to resource definition
and feasibility, to be developed in close succession or even on a
more accelerated basis compared to Alpala.
SolGold is listed on the London Stock Exchange and Toronto Stock
Exchange (LSE/TSX: SOLG). The Company has on issue a total of
2,293,816,433 fully paid ordinary shares and 32,250,000 share
options.
See www.solgold.com.au for more information. Follow us on
twitter @SolGold plc
CAUTIONARY NOTICE
News releases, presentations and public commentary made by
SolGold plc (the "Company") and its Officers may contain certain
statements and expressions of belief, expectation or opinion which
are forward looking statements, and which relate, inter alia, to
interpretations of exploration results to date and the Company's
proposed strategy, plans and objectives or to the expectations or
intentions of the Company's Directors, including the plan for
developing the Project currently being studied as well as the
expectations of the Company as to the forward price of copper. Such
forward-looking and interpretative statements involve known and
unknown risks, uncertainties and other important factors beyond the
control of the Company that could cause the actual performance or
achievements of the Company to be materially different from such
interpretations and forward-looking statements.
Accordingly, the reader should not rely on any interpretations
or forward-looking statements; and save as required by the exchange
rules of the TSX and LSE or by applicable laws, the Company does
not accept any obligation to disseminate any updates or revisions
to such interpretations or forward-looking statements. The Company
may reinterpret results to date as the status of its assets and
projects changes with time expenditure, metals prices and other
affecting circumstances.
This release may contain "forward--looking information" within
the meaning of applicable Canadian securities legislation.
Forward--looking information includes, but is not limited to,
statements regarding the Company's plans for developing its
properties. Generally, forward--looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved".
Forward--looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the
Company to be materially different from those expressed or implied
by such forward--looking information, including but not limited to:
transaction risks; general business, economic, competitive,
political and social uncertainties; future prices of mineral
prices; accidents, labour disputes and shortages and other risks of
the mining industry. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to, risks relating to the ability of exploration
activities (including assay results) to accurately predict
mineralization; errors in management's geological modelling and/or
mine development plan; capital and operating costs varying
significantly from estimates; the preliminary nature of visual
assessments; delays in obtaining or failures to obtain required
governmental, environmental or other required approvals;
uncertainties relating to the availability and costs of financing
needed in the future; changes in equity markets; inflation; the
global economic climate; fluctuations in commodity prices; the
ability of the Company to complete further exploration activities,
including drilling; delays in the development of projects;
environmental risks; community and non-governmental actions; other
risks involved in the mineral exploration and development industry;
the ability of the Company to retain its key management employees
and skilled and experienced personnel; and those risks set out in
the Company's public documents filed on SEDAR at www.sedar.com .
Accordingly, readers should not place undue reliance on
forward--looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
The Company and its officers do not endorse, or reject or
otherwise comment on the conclusions, interpretations or views
expressed in press articles or third-party analysis, and where
possible aims to circulate all available material on its
website.
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END
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June 24, 2022 02:00 ET (06:00 GMT)
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