Member Info for mattlilly

OK so we've all got carried away in the past and been disappointed and...

There is far less news this year than last, but...

There's a lot going on as the MD&A etc have made clear and...

There should be imminent drill news on Tandy/Rio/etc...

So what are we to make of the weekend?

I think most of us, myself included, got a bit carried away, but understandably so...

In summary, I believe this is NOT a commitment to pay the Ecuadorian Government $466m, nor for them to pay us $466m...

But at face value it IS a commitment by Solgold to invest $466m over 10 years in environmental, community, blah blah...

Plus, the specific separate amount of $2.54Bn cited in the media coverage is I believe the balance of Cascabel costs, totalling $3.006Bn...

Now you can't just pluck that number from the air, can you...

And it would be adding to the recent incompetence to put that out there without the strong implication that $3.006Bn is the cost and that they expect to finance that. I was told that even if it included $1Bn of streaming, it is doable...

So here is the key quote from the Solgold Twitter feed:

"SolGold signed with
@Presidencia_Ec

@LassoGuillermo
a preliminary commitment towards the Mining Exploration Investment Contract for the Cascabel Project.

This milestone reinforces SolGold's commitment to responsible mining and the Government's confidence in the mining sector."

Furthermore, Andrew `taunton was quoted in the 'elcomercio' article as follows:

"Este documento que firmamos hoy permite que terminemos con la firma de un contrato de inversión formal en los próximos días”, agregó Taunton.

Translated as:

"This document that we signed today allows us to conclude with the signing of a formal investment contract in the next few days"

This could be read two ways:

1 Taunton was referring to a commitment to spend $466m, with the formal contract to be signed 'in the next few days', or...

2 This is the first stage and an investment contract for a further $2.54Bn will be signed 'in the next few days'

Whatever the real meaning, it MUST make it easier to fund Alpala out of North America when the President signs and effectively opens the door to international investors...

Now I don't want to get carried away again, but it seems that everybody has gone very quiet...

My contact is not replying, even with "noted"

Fawzi is not even sending courtesy replies to emails

Brooke McDonald and Warren Irwin have gone very quiet and...

There is clearly no speculation in the market as the SP is still going nowhere, so...

I think there is a big SOLG announcement coming, either:

Major drilling news, e.g. mega finds at Rio or Tandy, or...

A formal announcent about Alpala being funded and going forward, or...

A takeover approach...

In all cases, All SOLG personnel, Macdonald and Irwin would be muzzled (inside information) and that would explain the eery silence...

Once again total spe

Great! We found the breakfast and the service were excellent and didn't feel the need to have any other meals there, hence the other places we visited....

I did and I have...we stayed in the Grand Hotel...sweeping views of the bay...walked to St Mary's Island...

Coffee on the sands at Crusoes...

Rileys Fish Shack at night with the floodlights is like Portugal...

Peace and Loaf in Jesmond ridiculous value for Michelin standard food...

Missing the Toon already...

You obviously don't read my posts carefully sire...

I've always said I would consider selling half if they doubled again...

Like last week, sub 26p seems a good price with momentum building...

News coming....

Have bought another 51,306...

I agree addickt...I shall be voting against Moller and for Keith...time to move on...

Tynemouth and Bamburgh

https://www.tripadvisor.co.uk/LocationPhotoDirectLink-g656900-d546714-i58056542-Long_Sands_Beach-Tynemouth_Tyne_and_Wear_England.html

https://www.thetimes.co.uk/article/best-beaches-in-north-england-2021-7v7n8hzqs

Did we all miss this sentence...

""This document that we signed today allows us to conclude with the signing of a formal investment contract in the next few days," added Taunton.

This is NOT Solgold paying $466m to the Ecuadorian government...it is an official approval that shows to international investors that mining projects will be strongly supported...that MUST help Solgold's financing and Taunton is implying something is coming this week...

"One of the contracts was signed with the Australian company SoldGold, which has in Ecuador the concession of the Cascabel gold and copper project, in which 430 million dollars will be invested.
Cascabel is a project considered by experts as the jewel in the crown due to the important resources it contains."

BNC the $1 billion is the mooted potential streaming content of the funding for Alpala development.

As DBW says..well done Ingo...

If Ecuador i.e. Lasso has signed this agreement it makes it infinitely easier to fund Alpala...

I've read the coverage of this and if it is what it seems to be, it implies that the PFS is complete and this deal means BOOM....

Lets see what emerges...

Correct Italian and iff you add the two together it tots up to the total nominal capital in issue...

Hence my comment about funding Alpala...

Walter Mitty has left the room.....

Italian...it surely wouldn't be surprising if they had to raise a substantial chunk of equity to finance Alpala...

Contentious part 4

How on earth do Mather, Clare and Moller get round this one...?

"Each Director must avoid situations in which a direct or indirect interest of that Director conflicts with, or may conflict with, the Company's interests. This applies in particular to the exploitation of property, information or opportunity (whether or not the Company could take advantage of the property, information or opportunity). Directors should be aware that a conflict of interest may arise in circumstances where a Director has no obvious personal or financial interest at stake.
A non-exhaustive list of situations in which a conflict of interest may potentially arise is set out below:
(1) where a Director holds multiple directorships (for example, a Director who is a member of the board of several companies may find themselves in a position of conflict if the interests of two or more of those companies conflict, such that they cannot properly fulfil the duties owed to either of them. This may be because the Director holds information about one company, in respect of which they owe a duty of confidentiality to that company, but which it would be in the best interests of another company of which they are also a director to disclose);
(2) where a Director is a major shareholder of the Company;
(3) where a Director represents a major shareholder of the Company
(4) where a Director has a personal interest in a matter directly or indirectly related to the Company;
(5) where a Director also holds a professional advisory position in respect of the Company; and
(6) where a Director has a conflict of interest through a Connected Person.
Directors should avoid conflicts of interest where possible. It is important that any actual, perceived or potential conflict of interest is promptly identified and disclosed so that the Board may acknowledge the conflict and deal with it in the most appropriate manner."

Crystalising what may be shared by way of information...

"Confidentiality
(a) Each Director owes a fundamental duty of confidentiality to the Company, and must use or
disclose the Company’s confidential information only for the benefit of the Company.
(b) Directors must not pass, provide or otherwise disclose confidential information to any person who does not have a right to know such information, or who may use such information for personal gain or benefit, or otherwise to the detriment of the Company."

And this is relevant if BHP or NCM take up their right to a Director

"Principles for Nominees
(a) In the interests of proper corporate governance, the flow of certain types of information between the Company, Nominees and Nominating Shareholders should be restricted. This is to manage certain actual, potential or perceived conflicts of interest that may arise between the duties and obligations which a Nominee owes to the Company and to their Nominating Shareholder."

Contentious part 3

Corporate Governance Charter

Adopted pursuant to a resolution of the Board dated 28 June 2017

(With this revision dated 26 August 2020)

Significant extracts:

"a majority of the Board being Independent Directors"

Consequent on the appointment of Darryl as CEO there will be 10 Directors but only 5 are independent. Therefore either another independent has to be appointed or one of the existing will have to resigh...

And then there is the question as to whether Keith is independent...

"within the last five years has not been employed in an executive capacity by the Company or another group member"

This one may prove interesting in retrospect...

"The Board, Management and employees must not involve themselves in situations where there is an actual, perceived or potential conflict of interest (either direct or indirect) between them as individuals and the interest of the Company (excluding those matters which may be subject to legal professional privilege).
Where an actual, perceived or potential conflict of interest arises, the matter should be:
(1) in the case of a member of the Board, dealt with in accordance with the Corporate Ethics Policy and the Articles;"

Nick doesn't qualify under the requirements of the Nomination Committee:

"The Nominations Committee is a Committee of the Board which shall, where practical or
otherwise required, be comprised of:
(1) a minimum of three members;
(2) all, if not most, Independent non-executive Directors;
(3) an Independent Chairperson; and
(4) other persons appointed by the Board from time to time.
(b) The Nominations Committee is responsible for assisting the Board in relation to the appointment of members to the Board and of Management..."

Contentious part 2

"Pursuant to the share subscription agreement dated 16 October 2018 between the Company and BHP Billiton Holdings Limited (“BHP”), the Company has granted BHP a right to appoint a Director to the Board (the “BHP Board Appointment Right”), for so long as BHP holds more than 10% of the Ordinary Shares of the Company (the “BHP Minimum Holding”)."

All the Board will be required to be put up for re-election from 2022, so why not now?

This to me is a deceit as Solgold is trumpeting its Corporate Governance progress but has ducked this obvious move which would have been easy to implement. So were BHP and any other major investor within their rights to challenge during the CG roadshow why this hasn't been done in 2021...?!!

" It is intended that all Directors will be subject to annual re-election as part of the process of moving to compliance with the UK Corporate Governance Code from 2022."

And this is a disgrace!

"The Company is an "Eligible International Interlisted Issuer" as such term is defined in the TSX Manual. As an Eligible International Interlisted Issuer, the Company has applied for and received an exemption from the requirements of Sections 461.1-461.4 (Director Elections) of the Manual, which relate, respectively to annual election of Directors, to voting on each individual Director, to a majority voting policy and to the issuance of a news release disclosing voting results for the election of each Director and Sections 464 (Annual Meetings) of the Manual, which relate to the timing of the annual general meetings."

Contentious issues Part 1

"In order not to destabilise the central management of the Company in addition to the challenges of a new CEO taking over, the Board – following external advice and after vigorous debate – determined not to recommend that all of the directors retire and offer themselves for re-election"

"The Directors require a power from Shareholders to allot equity securities or sell treasury shares for cash and otherwise than to existing Shareholders pro rata to their holdings. Accordingly, Resolution 11 will be proposed as a special resolution to grant such a power.
Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £1,146,908 (being approximately 5% of the Company's issued ordinary share capital as at 15 November 2021, being the latest practicable date prior to publication of this Circular)."

"The Directors are this year seeking a further power from Shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing Shareholders pro rata to their holdings, to reflect the Statement of Principles. Accordingly, Resolution 12 will be proposed as a special resolution to grant such a power.
The power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £1,146,908 (being approximately 5% of the Company's issued ordinary share capital as at 15 November 2021, the latest practicable date prior to publication of this Circular). This is in addition to the 5% referred to in Resolution 11."

Ingo has 7,000,000 options exercisable at 25p until August 2023

"Mr. Nicholas Mather is not independent as he was an executive with the company for the previous three years. Upon Mr. Darryl Cuzzubbo joining the Board, Mr. Keith Marshall shall return to being a Non-Executive Director at which point he would be considered independent once again, as his executive position was of an interim nature."

"Pursuant to the conditional share subscription agreement dated August 30, 2016 between the Company, Newcrest International Pty Ltd. and Newcrest Mining Limited (collectively, "Newcrest"), as subsequently varied by a further deed of variation on 26 September 2016, and as further varied by a third deed of variation on 21 June 2017 (the "Newcrest Subscription Agreement"), the Company granted Newcrest a right (but not an obligation) to appoint a Director to the Board (the "Newcrest Board Appointment Right"), for so long as Newcrest holds more than 10% of the Ordinary Shares of the Company (the "Newcrest Minimum Holding")."

Open Pit

Indicated and Inferred total metal Mtonne/oz

Copper 0.61 (equivalent to $5.85Bn Gross)

Gold 1.65 (equivalent to $3.077Bn Gross)

So Cuequivalent Gross value mined from Open Pit is c$10 BILLION gross

Doesn't that add quick value to the Alpala PFS...?

And thats just Tandy...