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Good luck with that lot and I'm sure there are wiser minds than mine and/or with recent relevant experience.
I took this approach because I was wondering whether they had a special reason to buy the shares in Toronto as opposed to London, because the TSX market for SOLG shares is far less liquid and the paid 'materially' more than they could have paid in London on those days.
And finally I wondered why the transactions were made after London trading hours...?
No wonder all will be revealed in due course.
All observations and opinions welcome...
So what can we conclude?
At the time of the transactions there could not be imminent and certain:
Equity issue
Streaming deal (counts as borrowing)
Corporate borrowing
Offtake agreements (material in the context of a percentage of Total Assets)
Or any material disposal or acquisition
However, none of these transactions may have been "certain" at the time of their share purchases, in terms of the possible timing and or the stage of negotiations.
So we may have to wait till at least next week unless something comes out of the blue, like a takeover bid...
Part 3
Without limiting the concept of Material Information, the following events are deemed to
be material in nature and require immediate disclosure in accordance with this Policy:
Changes in share ownership that may affect control of the company.
Changes in corporate structure, such as reorganizations, amalgamations, etc.
Take-over bids or issuer bids.
Major corporate acquisitions or dispositions.
Changes in capital structure.
Borrowing of a significant amount of funds.
Public or private sale of additional securities.
Significant discoveries by resource companies.
Changes in capital investment plans or corporate objectives.
Significant changes in management.
Significant litigation.
Events of default under financing or other agreements.
Any other developments relating to the business and affairs of the company that would
reasonably be expected to significantly affect the market price or value of any of the company’s
securities or that would reasonably be expected to have a significant influence on a reasonable
investor’s investment decisions."
Part 2
"It is the responsibility of each Issuer to determine what information is material in the
context of its own affairs. The materiality of information may vary from one Issuer to
another according to the size of its profits, assets and capitalization, the nature of its
operations and many other factors. An event that is significant or major in the context of
a smaller Issuer’s business and affairs may not be material to a larger Issuer. The Issuer
itself is in the best position to apply the concept of Material Information to its own unique
circumstances
An Issuer must disclose Material Information concerning its business and affairs
immediately after management of the Issuer becomes aware of the existence of Material
Information, or in the case of information previously known, upon it becoming apparent
that the information is material.
While the policy of the Exchange is that all Material Information must be released
immediately...the Issuer must exercise judgment as to the timing, propriety and content of any news release concerning corporate developments.
Many developments must be disclosed at the proposal stage, or before an event actually
occurs, if the proposal gives rise to Material Information."
TBC
We can be certain that they were not in possession of "material information" at the time of their purchases.
This doesn't mean that nothing is happening, it simply means that nothing is certain to happen in the immediate future.
The official position on the TSX where they made the transactions is:
"Section 76 of the OSA prohibits any person or company in a “special relationship” with a
listed company from trading on the basis of undisclosed material information on the affairs of that
company. Those considered to be in a “special relationship” with a listed company include those who are insiders, affiliates or associates of the listed company, a person or company proposing to make a take-over bid of the listed company, and a person or company proposing to become a party to a reorganization, amalgamation, merger or similar business arrangement with the listed company.
A person or company in a “special relationship” also includes those involved, or which were involved, in the provision of business or professional services for the listed company, including employees."
So that precludes Bob Sangha as well as Scott and Chris.
"Each Issuer must disseminate news respecting Material Information in accordance with
applicable Securities Laws and Exchange Requirements. Issuers listed on the Exchange must
disseminate all news announcements respecting Material Information on a national basis and
must retain the services of one or more acceptable news disseminators to ensure proper
dissemination.
“Material Information” is any information relating to the business and affairs of an Issuer that
results in or would reasonably be expected to result in a significant change in the market price or
value of any of the Issuer’s Listed Shares, and includes Material Facts and Material Changes.
A factual representation concerning a security is material if there is a substantial likelihood a reasonable investor would consider the fact important in deciding whether to buy or sell that security.
Under section 1(1) of the Securities Act, a “material change” is “a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any securities of the issuer.”
TBC