Member Info for mattlilly

OK let me try...

The regionals are held in four different companies.

You would have to 'sell' thise companies to Newco. Or are you proposing to give SOLG shareholders separately, shares in Green Rock Resources, Valle Rico, Carnegie Ridge and Cruz del Sol

If you bundle them all up you are issuing unquoted shares to SOLG shareholders before you IPO any or all of the Subsidiaries. I wquldn't take these...would you?

The transfer still involves a taxble 'sale' of assets by Solgold plc, which is taxable.

Its all far too complex when compared to somebody bidding for SOLG and, when successful, spinning off the assets themselves...

"What happens if SOLG gets a proposal that has to be put to shareholders before the merger completes?"

People keep talking about SOLG selling...

This is a case of outsiders buying...the company or its assets.

SOLG are required to announce a takeover bid to shareholders but not required to put it to shareholders if they reject it.

The Board would not be required to put an asset sale to shareholders. They could reject it outright without us knowing and may well have done so more than once in the last few years.

"Why would Bob and Maxit arrange to sell a company they are trying to switch into before that switch takes effect?"

I repeat...Bob and Maxit aren't arranging to 'sell' SOLG...they're creating a situation where a bid or bids are likely by, for example, selling stock to Jiangxing (who already have a stake through Valuestone and may well be buying in the market) and by antagonising BHP in the hope that they either bid or sell their stake to another potential bidder.

I think you are taking the 'Strategic Review' too literally...its a smokescreen for a takeover battle.

Your points about transfer of assets show that you sadly don't understand basic tax and accounting principals.

I cannot transfer my house to you without paying tax because the Revenue will insist that it has to be valued and then CGT will be paid on that value.

There is no point transferring regional projects to Newco with a view to IPOing for example, because if SOLG persuaded the assets were worth nothing, the SP would be close to zero and there would be no value to IPO.

What you call a 'transfer' to a new company is treated as a disposal for tax purposes, at a value which has to be assessed.

Believe it or not, in this world you hardly ever get something for nothing...

As far as Bob and Maxit are concerned, its far too complicated as opposed to a 'plain vanilla' sale of the whole 'ball of wax'.

I repeat...your scheme makes no sense when considering CGP giving up over £600 million based on their valuation 2 years ago, for an illusory possibility of making a few hundred in the long run.

You have to take on what Mather, Sangha and Irwin think, not what might hypothetically appeal to Bozi...

Th

Sorry DBW not yet, but

I will be voting for:

Nick
Maria,
Dan
Scott
and all the resolutions, but AGAINST

Twigger and Clare

Hope this helps

Sorry fior the misunderstanding...

So let me get this right...SOLG spins out the regionals for 5p a share...thats £115m, on which there is tax of £29 million...

A 'transfer' will be treated as a disposal for tax purposes...

And CGP shareholders are left waiting for Godot in 'Oldco'...

Whaaat?

You're either bonkers or an even bigger optimist than me...

Please give us more detail on your proposal, as far as CGP investors are concerned...

CGP don't get paid anything, because under your scenario they are already SOLG shareholders.

So either that involves a spedcial dividend or the money goes into your Newco and CGP have to wait for the big bucks.

It makes no sense whatsoever when they said CGP was worth up to $20 a share and the current SP is $3.99 and the original value of the bid was only $4.07...

There has to be something massive going on behind the scenes for them to take that apparent hit of c$16/share or $600m against their previous valuation of CGP and with only jam tomorrow promised through a 'spin out'

Sorry that was £150 million not £50 million...

As Nick has pointed out years ago...a spinout involving a sale of Cascabel would involve paying Ecuadorian taxes on the profit, i.e. 25% on, say 45p (your figure) x 2.3 billion = £258 million or 68% of the value of the current market capitalisation...

Now what would that do to the share price...?

Bozi my friend...

"The spin out protects us all by giving us future upside on further discovery and development. "

Does 'us all' include the CGP big hitters...?

Because they haven't signed up for a long drawn out scenario like the one you paint...

Remember only 2 years ago they said CGP was worth either $12.50 or $20 a share in aggressively rebuffing Nick.

And now they are bedfellows...that can only be in anticipation of a big payday, otherwise why appoint Sangha to both companies...

He desn't do project acquisitions, spin outs or J/Vs...he does highly successful takeover bids like Wyloo...23 to 110 in 5 months...

And he'd have to be pretty stupid to lambast NCM/BHP without something big up his sleeve...

And your comment about Lassonde is exactly one of the reasons why I believe there will be a takeover battle...

Bozi I don't remotely think a bid(s) can be ruled out pre merger...

Sangha, Irwin, Caldwell, Chamandy et al are at their weakest point right now because of the merger delays which I suspect are a combination of regulators (both Canadian and London), processing all the immensely complex legal and documentary changes, ensuring the CGP Register of Sharehodlers is accurate; communicating with all CGP shareholders; the required notice; etc. I think there is a risk that the merger won't complete befoire January 2023...

And that means maximum vulnerabilty for the CGP Board with no power except to pull the whole deal. And where would that leave them (apart from massive loss of face).

So unless there is a specific bid or transaction which emboldened Sangha to make that utterly unprofessional statement (which in my opinion alone could undermine whatever their masterplan is) and such a bid or transaction would have had to be announced by now, I think they are actually at maximum risk of a takeover bid(s) BEFORE the merger is complete.

Although a successful bidder would only get 85% of Cascabel, I believe a big enough company would have the power to squeeze CGP dry long before production.

And after all, even with a successful bid of, say £1 CGP shareholders would get say £50 million, against which they would have to settle the Alpala costs they have already logged up and what could they do with, say £100 million?

Their Ecuador projects aren't setting the world on fire and I wouldn't be surprised if, having missed out on the big payday, Sangha would want a special dividend of up to 20% of the deal.

So if I'm smart enough and big enough, I make a knockout bid BEFORE merger...

Bozi I've unfiltered you to answer your post...

I don't think anybody would pay remotely near 95% of the 'full value'...

And what is full value...its a circular argument because Cascabel is pivotal to 'full value'...

But look at what Newcrest paid for 75% of Havieron before walking away. I believe it was a fraction of what GGP shareholders would have thought 'full value' was...

So for me 'full value' is the highest amount that the ultimately successful bidder ends up actually paying...

In the case of OZ Minerals, it doesn't look so good at $28.25AUD but thats if you overlook the SP being $8.50 in May 2020 and $16.05 in July 2022...

In the case of Noront it looks miles better because the SP went from 23c to 110c in 5 months when Wyloo came up with a knockout bid..

So DBW I don't think we can rule out the possibility even of Warren Irwin being wrong, in the context of Goldman Sachs' $20,000/tonne forecast and a structural deficit in copper for the rest of our lives, either because new copper isn't being mined, or it isn't being developed, or even found, while the copper reserves of the majors continue to deplete, with consequences for their long term earnings...

The Chinese are hellbent on getting an armlock on all 'strategic' metals, especially REMs and EV critical metals such as copper. So as the CCP is behind Jingxiang I don't believe even £2 can be ruled out.

Equally if a bidder who isn't involved in SOLG comes along, determined to secure the prize, they would have to bid enough to knock out all interested parties which at the moment we know includes:

BHP, NCM, Jingxiang, Mitsui (plus FNV, Osisko and Boliden for different reasons).

But how many other credible miners are already in Ecuador

Solgold lists BHP, Newcrest, Fortescue, Han****, First Quantum, Codelco, Southern Copper, Anglo American, Solaris, Lundin, FNV...

But surely Rio, Mitsui, Glencore, Barrick, etc can't afford to missout, because theres gold and silver as well as copper.

Remember Pierre Lassonde (FNV) said gold could hut $30,000/ounce...

If project value and full value are one and the same, full value is c£1 a share...

I'e' $2.7 billion/2.296 billion shares...

And before somebody mentions the new 180 million...

It hasn't completed yet...

So we need to consider what would happen if there was a bid(s) PRE merger

And what if its POST merger, because I don't think Sangha/Mather factored in how long it would take the merger to complete for a number of reasons, especially;

The pace at which regulators move and...

CGP shareholders being denominated in CDN receiving SOLG shares in GBP unless...

They issue 500 million Canadian shares, which I think makes everything unbelievably complex, so...

Maybe part of the delay is that Canadian investors in CGP don't want SOLG shares and that is part of the reason why all this cash is being raised...

the key phrase is

"endorse project value"

Which is a minimum of 78p...

'Full value' will b e determined by the final bidder...

I can't see why CGP would want to throw their lot in with SOLG and then accept a JV that still leaves production 7 years away and only a microscopic participation.

I would sruggle to believe you would get even half of full value with a JV and that would leave us struggling to get any v alue for the other projects without having to invest all the money we got for Cascabel...

Just look at GGP and Havieron...a cautionary tale...

The announcement of a 90% J/V might spike the price to, say 40p from which I would expect it to drift back again...

Nothing less than a takeover battle will do for me...

FTJNY top of the range you quoted is 500%...

Monte...have a look at Noront...23c to 110c in 5 months...

600% from the current SP is c115p...

Yet again 1.53 million after hours and the total for gthe day at 7.025 million is almost double the long run daily average...

So when are we going to see at least one TR1...?

Then Boom!

Thank you Stackhigh for your graciousness.

We don't need to fall out over this.

Have a good evening...and Orthern.

Sorry for the mislead Orthern.

To clarify.

I do not think SOLG should accept less than the 78p NPV, but I concede that the possible range of successful bids could be 60p/125p...a key factor will be what is happening in the markets at large.

And that is why we have to get on with it...

December 2023 would be a disaster becauee we will have a full blown global recession between now and then...

And look at the effect COVID had on the SOLG share price...

Thanks for your mollification stackhigh...

There will be at least one bid.

Range of final takeout?

60p min; 125p max.

AIMHO

Warren said (inter alia)

"I my career I have only very rarely seen a company taken out below fair value. Virtually always investors get fair value or more. Often times they are paid a very serious premium."