Member Info for mattlilly

Btw apologies for the typos...the lines in the previous post wee direct quotes from AACs 16 days of informative posts on his Mastermind subject...Solgold...

"I'll temper it and say, for balance, that it could all come to nothing. "

To quote yourself... "Just engage brain a second"

You've been here for 16 days...

During that time you've read and digested my 7270 posts over 13 years, including more than 6 years here.

The only 'fact' you posted was a rumour of Michael Li meeting Jiangxi. Given that cannot be substantiated, why is that not hype?

In the one post you say both that you have a failing position and that you're 'all in'

Some of us, like DBW have contributed hundreds of links and hundreds more well reasoned arguments and discussions.

It I'd always clear that some of my thoughts are opinion and I routinely ask for others contributions or opinions for the debate.

I have ALWAYS factually stated my holdings and my trades. We now hold 2.531 million and yesterday I again did a T2 T20 swap in 100,000, because I am certain there is at least one bid coming, but you cant make your mind up.

Many of uiur 45 posts are combative or argumentative and even you cant make your mind up whether there is a bid coming soon, fairly soon, some time or never.

So instead you resort to hammering people who have put forward reasoned arguments why it will happen.

And when it does you will look pretty stupid.

Ha..."I know about as much about solg as the rest of the clueless hopefuls here"

You've been here

Just don't let the hype men tell you it's coming soon...

Long wait still to come, 

I have a (failing!) position here so let me know he'd seen him, and was kind enough to ask reception if it was Jiangxi (yes, it would seem) . I'm now all in here. Good news to follow. Very, very excited if they've got an offer for Cascabel out of them.

I wonder how many well get on Monday...?

Colonel I read the Prospectus as meaning "if you're going to issue any new shares and we hold at least 10% we're entitled to new shares" but its unclear to me...

Does "and at that time BHP Billiton holds at least 10 per cent" mean at the time of the proposed issue or at the time of the first dealings.

If the former than they would appear to have foregone their right...

Seems to have been fairly neutral...the SP was marked down to 13.40 following the news but has since recovered to 13.74 on no great volume...

Maybe everyone is waiting for first dealings on Monday.

BTW the Prospectus implies that the shares will only be traded in London while mentioning seeking a listing in Toronto in due course...makes any takeover bids more simple...

I'm not sure BHP could have blocked the acquisition (if they did they've had almost 5 months to do so...)

Here is their Antidilution

"Subject to the passage of any necessary authorised issue resolution and/or disapplication
resolution (which the Company must use its reasonable endeavours to secure), if the Company
wishes to allot and issue any equity securities either for cash (a “Further Raising”) or pursuant
to a transaction for non-cash consideration (an “Other Transaction”), and at that time BHP
Billiton holds at least 10 per cent. of the Ordinary Shares in the Company, then the Company
must give BHP Billiton the opportunity to subscribe for:
* in the case of a Further Raising, such number of Ordinary Shares in the Further Raising;
and
* in the case of an Other Transaction, such number of Ordinary Shares (a “New Issue”),
that following the allotment and issue of all Ordinary Shares pursuant to the Further Raising or
the Other Transaction (as the case may be), BHP Billiton holds the same percentage of Ordinary
Shares on issue as it held immediately prior to the Further Raising or the Other Transaction
(as the case may be) (the “Anti-Dilution Right”). If at the time of a Further Raising or the
Other Transaction, BHP Billiton holds more than 10 per cent. of the Ordinary Shares, then the
Company shall give BHP Billiton the opportunity to subscribe for so many Ordinary Shares that
following the allotment and issue of all Ordinary Shares issued pursuant to the Further Raising
or the New Issue, BHP Billiton holds 10 per cent. of the Ordinary Shares then issued and
outstanding."

So will we see new shares issued to BHP and Newcrest after Monday...?

The following are in the Prospectus Colonel and therefore surely still apply...

Newcrest

"Anti-Dilution Right

Subject to the passage of any necessary authorised issue resolution and/or disapplication
resolution (which the Company must use its reasonable endeavours to secure), if the Company
wishes to allot and issue any equity securities either for cash (a “Newcrest Further Raising”) or
pursuant to a transaction for non-cash consideration (a “Newcrest Other Transaction”), and at
that time Newcrest International holds at least 5 per cent. of the Ordinary Shares in the
Company, then the Company must give Newcrest International the opportunity to subscribe for:
* in the case of a Newcrest Further Raising, such number of Ordinary Shares in the
Newcrest Further Raising; and
* in the case of a Newcrest Other Transaction, such number of Ordinary Shares
(a “Newcrest New Issue”),
that following the allotment and issue of all Ordinary Shares pursuant to the Newcrest Further
Raising or the Newcrest Other Transaction (as the case may be, together the “Relevant
Transaction”), Newcrest International holds the same percentage of Ordinary Shares on issue as
it held immediately prior to the Newcrest Further Raising or the Newcrest Other Transaction
(as the case may be) (the “Newcrest Anti-Dilution Right”). If at the time of a Relevant
Transaction, Newcrest International holds more than 10 per cent. of the Ordinary Shares, then
the Company shall give Newcrest International the opportunity to subscribe for so many
Ordinary Shares that following the allotment and issue of all Ordinary Shares issued pursuant to
the Relevant Transaction, Newcrest International holds 10 per cent. of the Ordinary Shares then
issued and outstanding."

"Following Admission, Jiangxi has also agreed to not, directly or indirectly, sell, offer, or agree to
sell, transfer, assign or otherwise dispose of any Placing Shares purchased hereunder to certain
major shareholders of the Company and their affiliates, provided that the foregoing restrictions
shall not apply to a disposal in an offer pursuant to an acceptance of a general takeover offer for
the ordinary share capital of the Company made in accordance with the Takeover Code or a
scheme of arrangement under the Act, provided that such takeover offer or scheme of
arrangement has been recommended by the Board or on the LSE or TSX in circumstances where
there has been no pre-arranged trade of the Placing Shares to any restricted person."

"if the Company wishes to allot and
issue any equity securities either for cash (a “Further Raising”) or pursuant to a transaction or
otherwise, including for non-cash consideration (an “Other Transaction”), and at that time
Jiangxi and/or any one or more of its affiliates, collectively, holds at least 4 per cent. of the
Ordinary Shares in the Company, then the Company must give Jiangxi the opportunity to
subscribe for:
* in the case of a Further Raising, such number of Ordinary Shares in the Further Raising;
and
* in the case of an Other Transaction, such number of Ordinary Shares,
that following the allotment and issue of all Ordinary Shares pursuant to the Further Raising or
the Other Transaction (as the case may be), Jiangxi holds the same percentage of Ordinary
Shares in issue as it held immediately prior to the Further Raising or the Other Transaction (as
the case may be) (the “Anti-Dilution Right”). If at the time of a Further Raising or the Other
Transaction, Jiangxi holds more than 10 per cent. of the Ordinary Shares, then the Company
shall give Jiangxi the opportunity to subscribe for so many Ordinary Shares that following the
allotment and issue of all Ordinary Shares issued pursuant to the Further Raising or the New
Issue, Jiangxi holds 10 per cent. of the Ordinary Shares then issued and outstanding.
The Anti-Dilution Right will not apply where the New Issue is solely to Newcrest International
and is limited to the number of Ordinary Shares which the Company is required to allow
Newcrest International to subscribe for under the anti-dilution rights and top-up rights set out in
clause 7 of the Newcrest Subscription Agreement (the “Newcrest Anti-Dilution Issue”). The
Anti-Dilution Rights will not apply where a Newcrest Anti-Dilution Issue is solely as a result of
a New Issue to BHP Billiton pursuant to the Anti-Dilution Right."

I had forgotten that SOLG held a 5.5% stake in CGP...

"To record the estimated transaction costs of US$15,481 to be incurred in connection with the
Acquisition. These have been recorded as a reduction to cash amounting to US$11,943, a
reduction to other receivables and prepayments amounting to US$3,649 and trade and other
payables amounting to US$111 for the purposes of pro forma statement of financial position. Of
the total transaction costs US$7,542 is to be incurred by SolGold plc. US$7,939 is to be
incurred by Cornerstone..."

"Mr Cuzzobbo left the Company and the Board, effective 10 November 2022. Following the
termination of his employment, Mr. Cuzzubbo has commenced a claim against the Company in the
Australian employment tribunal alleging unlawful termination and breach of contract. As at the date of
this document, the Company expects to challenge his claims (including, among other things, the status
and exercisability of the options held by Mr. Cuzzubbo)."

"Osisko is entitled to receive certain minimum royalty payments of US$4 million per annum
beginning 1 January, 2030 and until 31 December, 2039. The proceeds of the Osisko Royalty
Agreement will be used by the Company for exploration activities related to, and general
advancement of the Cascabel Project and for general working capital and other corporate
purposes."

Wow!

"Pursuant to the Jiangxi Subscription Agreement, the Company has granted Jiangxi a right to
nominate an individual to be appointed as a director of the Company for so long Jiangxi holds
at least 155,000,000 Ordinary Shares of the Company"

Now this is material!

In accordance with IFRS 3 and IFRS10, the value of the indirect acquisition of the non–controlling interest (ENSA) (CGP's 15%) is accounted for as an equity transaction.

As a result of this, the net cost to us of CGP is only $19.458 million (as opposed to the gross SOLG share issuance valued at $86.246m (based on 13.64p on 15 February).

"The proposed Acquisition will also result in the Group owning a 12.5 per cent. interest in the Bramaderos
JV with Sunstone Metals, which is carried to production. In addition, Cornerstone also has interests in Cana
Brava, Bella Maria and ENAMI-CESA SEA in Ecuador, and Miocene in Chile which will be owned by the
Group following completion of the Acquisition which are in very early stages of exploration and drilling is
yet to commence on a majority of these projects."

"Following completion of the proposed Acquisition, it is expected that ENSA will be a wholly owned
subsidiary of the Company"

Solgold company website still showing Blackrock with 3.92%...

The table of shareholdings is pre the listing number of 3 billion...

Where are Blackrock...?

BHP Group Limited 310,965,736 12.56%
Newcrest International Pty Ltd 309,309,996 12.49%
DGR Global Ltd 204,151,800 8.25%
Cornerstone Capital Resources 157,141,000 6.35%
Jiangxi Copper (Hong Kong) Investment Company Limited 155,000,000 6.26%
Tenstar Trading Limited 107,877,393 4.36%
Nicholas Mather (1) 90,326,710 3.65%
Norges Bank 81,675,000 3.30%

In this paragraph of the RNS

"On Admission, the total issued share capital of the Company will comprise 3,002,005,861 ordinary shares of 1p each with voting rights. SolGold does not currently hold any shares in treasury and, therefore, the above 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 in their interest in, the share capital of the Company."

Its in the RNS which I have posted below...

SP was recovering...(13.74 up from 13.24 bottom), but has now been marked down to 13.38/13.48...

Lets see...

"SolGold does not currently hold any shares in treasury..."

Does that mean we will get a stake sale RNS for CGP's SOLG shares, or...

Will they be admitted to Treasury by Monday 27 February when dealings commence...?

Watch this space