Member Info for rcgl2

How is this market abuse?! JCC have offered to buy everyone's shares. All shareholders get to vote on the offer. If enough accept, the offer succeeds. If not, it fails. Sounds like a pretty transparent and fair market to me.

I assume you will say management are sitting on material data like the CIPA or latest TAM results. I think you can assume these are priced in and will be as expected. If they are worse then it would only have a negative effect on the price anyway.

Or will you say but the SP should have been X, Y or Z were it not for management doing this, that and the other over years. That's just poor management, not market abuse. And anyway if the company has this mythical value which you think we are entitled then the market would presumably value the company higher regardless of what management have or haven't done. Fact is, the market is valuing this at 28p.

Hi NMM. Good point. But have we got any evidence that JCC have been buying over the last 12 months? Has their stake changed since they bought the block of former Cornerstone shares?

If they bought the BHP and NEM blocks at 28p after the failure of the takeover, we'd still be back at 28p but just much later.

If the takeover fails would BHP and NEM say ahaha now you're desperate, we want more for our shares? Maybe but they could have said that already, as I feel like the one main factor driving the recommended bid is BHP and NEM's willingness to take that price. If they had said no, the board would not be recommending it.

I've voted Yes to the proposal. My reasons are as follows, not in any order of priority:

- I don't think anyone else will bid for Solg. Two majors have had ample opportunity to do so and clearly don't want it. The rest of the market could have bid whenever. If we get to the end of the SoA process and no one else had bid, no one will. Voting yes doesn't affect this, we'll either get 28p or something higher if it were to be offered.

- If the bid fails, I don't think JCC will increase their offer. BHP, NEM and Maxit have already made very clear they're happy to get out at 28p. I expect if bid fails they will sell their blocks to JCC for 28p and then it will be game over for everyone else. With over 30% JCC can vote down any special resolutions and can get seats on the board. The only way forward then will be dilutive equity funding which will destroy my investment.

- I've been holding for 5 years and want to move on. At an average of 21p at least I'm making a profit at 28p although not as much as I'd hoped. If the vote fails the price will tank imho and then I'll be stuck underwater again for several more years.

- Talk of going it alone is ridiculous. Solg doesn't have the capability to develop Cascabel any further and it absolutely doesn't have the ability to fund it unless it's by utterly destroying the current equity holders. Voting down the bid so that we can go to production is complete suicide.

- All this talk of the value and the amount of metal in the ground etc is fine but clearly the costs have increased massively. I think JCC have already said they intend to review and update the mine plan once they are in charge. My takeaway from this is that extracting all the value in the ground is still an incredibly complex and costly task which poses a lot of execution risk. This is why Solg cannot even contemplate doing it itself and also why the bid factors in such a large discount to what we hoped it was worth.

- the country risk is still high. Since I've been invested I think we've had two different presidential election processes, a resignation, special measures etc. Different factions have different views on mining and the tax and investment protection regime in Ecuador seems to always be at risk for deteriorating. Again, another reason why the price is what it is, and probably why other majors would prefer to commit resources elsewhere regardless of the size of the deposit in the ground.

All just my views of course.

The magical thinking on display here is incredible...

If BHP were interested in taking over Solgold why would they have just made a firm commitment to JCC to sell them their entire holding at 28p? They've had ample opportunities to take Solgold forward and they've made clear now they don't want it.

Do you not think that the oft quoted Noront saga could be the exception that proves the rule?

It's been quoted here again and again as if it's a roadmap for how junior explorers get taken out. Wasn't it more of a unique situation where circumstances led to something of a p1ssing match between bidders?

How many other buyouts of junior resource companies have there been over the last decade? Presumably loads that we never hear about because they didn't result in a bidding war and most likely did go through at a value a lot less than the retail bag holders would have liked.

In fact over the years I've seen lots of posts here from people saying how they got shafted when X, Y or Z company got taken over...

Noront is notable because it was the rare example of a genuine bidding war where shareholders made a lot more than they probably expected. The much more frequent outcome in these situations is shareholders who bought high expecting a multibagger end up disappointed.

Q with respect we don't need time to tell us what has forced Solgold's (the board's) hand, it's clearly stated in black and white: BHP and NEM have agreed to sell their stakes to JCC for 28p.

That's it. Our biggest shareholders want out and are happy to exit at 28p. This puts the board in a difficult situation. If they rejected the latest bid and JCC went hostile via a tense offer, we know they'd already have about 40% in the bag just from their own shares plus BHP, NEM and Maxit. I expect some other large institutions would happily sell for 28p as well, the firm bid RNS mentioned that the board had discussed with other shareholders.

People can sit here and scream about daylight robbery and claim the board has sold them up the river and that they're not selling their shares for less than 60p or whatever... But staying invested here while JCC get 50% control would not get you 60p, you'd be lucky to ever see 28p again imho.

The board has had their hand forced by most of our major shareholders being happy to exit at 28p. In this scenario the board's calculation is that it's in the best interests of all shareholders to all collectively exit at 28p while that offer is on the table.

Thanks Damers, I hope you're right!

Eloro, Rodney - cheers, let's hope we all get an unexpected Christmas present here! All the best

Rodney I'm fully aware that there is no firm offer and the LOIs are non binding. I did not say anything was binding. I was simply replying to Eloro's post which was clearly talking about the voting situation were a firm offer actually made. Of course there will be no voting whatsoever until a firm offer is made.

Also the announcement about the proposed offer was a joint statement from Solg's board and JCC's. It would be Solg initiating the proceedings for a scheme of arrangement so this method represents the intentions of the Solg board if they recommend a firm offer, it's not just narrative management by JCC.

JCC needs govt approval to firm up its offer so of course it's indicative at the moment and of course the LOIs are non binding, but what is important here is not whether they are binding or not but what intent they signal. It's clear and now on the record that BHP, NEM and Maxit are happy to sell out of Solg for 28p. That puts Solg and the board (incl Mather) in a difficult position because it shows none of our major holders is interested in buying Solg or even hanging around waiting for an auction to get them a better price. If they wanted more per share, they would have said no to JCC and made them raise their proposal. They didn't. They publicly communicated they would accept 28p.

People need to wake up and realise that BHP and NEM are not find managers looking to make a return. They are major mining companies who take many stakes in juniors who they think may be worth investing in or acquiring in future. They are buying optionality. Sadly for us I think it's now clear neither company wants to acquire Solg or invest any more in its portfolio. They paid their premium, they aren't taking up the option, now they just want out.

I'm happy to be proved completely wrong if another bid materialises and an auction really does kick off. I'd rather be wrong and make a lot more money for my shares than be right in an argument with strangers on the internet and only get 28p.

But I'm not working myself into a frenzy convincing myself that this is just the beginning because the offer is indicative only. I'm expecting this is the end game and we all walk away with 28p.

Let's hope I'm wrong!

Eloro for the scheme to be approved it needs a majority in number of the shareholders present, representing 75% in value of the shares held by those voting. I don't think JCC can vote its own shares in the meeting.

50% of the number of shareholders present need to vote in favour, and they need to be holding 75% of the total of the shares voting.

Present means voting by proxy as well and not just physically present.

Given that BHP, NEM and Maxit seem willing to sell their stakes to JCC anyway which would give them over 30%, I wonder if a lot of institutional holders might take the same view as Mather that 28p now and moving on is better than rejecting the bid and JCC taking creeping control of the board and company and slowly diluting us or manoeuvring us into their hands over a longer period of time.

Just to add, I was also pretty disappointed in the ultimate price. I had thought and hoped it would be higher.

In fact my initial response was that I agreed that Dan's 7p options incentivised him to take 28p and make a healthy profit for himself.

I suppose over the last week or so and especially since hearing Mather's comments, I've become more accepting of the fact that we've basically been stymied by our biggest shareholders backing the deal. It left the board in a difficult position because JCC going hostile and ending up with 51% or whatever would have been a much worse outcome for us PIs.

We are all entitled to our views and opinions and I don't want to perpetuate the bickering here.

Fort you say to be careful about which reference point I choose but you should heed your own advice. The SP has never been above 28p in the last 3 years. Looking back over the last decade the SP has averaged somewhere around mid to low 20s. Every spike up to 40p was followed by a sharp pullback to around 20p and for the last 3 years pretty much rooted below 20p. We all know those spikes are largely driven by retail hype and short term traders. No one was willing to pay 35p or 40p for the entire company even if some PIs were piling into the "golden tickets" at 32p.

If Noboa blocks it the SP will crater as we then have no interested bidders. The Chinese will all be blocked. BHP and NEM have firmly stated their intentions I think: they do not want to acquire Solg. They have had ample opportunity to do so over the years and haven't done so. They have publicly stated their willingness to sell out and move on at 28p.

If anyone was going to then come along and buy Solg it would be for an even cheaper price imho. A sprawling portfolio with a Tier 1 asset that will require billions and billions of capex to mine in a jurisdiction that is not only high risk but where the govt would just have demonstrated that it doesn't respect free markets and is willing to pick and choose preferred companies based on its current political needs...

I for one don't want to be invested in this company any longer. 5/6 years has been long enough. If most of the other major shareholders feel the same then that's why JCC's offer will succeed. It won't be because "games are being played" or "the board have stitched us up" or "the FCA should investigate"... it'll be because JCC said they'd buy everyone's shares for 28p and the overwhelming majority of shareholders will have accepted.

Claiming that there has been manipulation and nefarious dealings by City wide boys and shady backroom deals by the management is just a comfort blanket for out of pocket PIs who can't face the reality that they made a poor investment decision. It's trying to convince yourself that you made the right investment and it would have made you huge profits, but for the evil conspiracy of corrupt players who robbed you of your rightful gains.

A better view is to accept that these types of companies are ultra high risk and buying into spikes and then stubbornly holding (the bottom drawer mantra) is actually a terrible investing strategy.

If it was that easy to be CEO of a listed junior miner/explorer, we'd all be doing it. It's a difficult task and you want people with a track record who know what they are doing. Even then it's fraught with danger as the missteps of Mather, Darryl and Scott show... You are running a business that burns cash and has no revenues, hoping to be taken over by much bigger competitors who may want your assets but would happily let you flounder and pick them up for peanuts when you go bust. And your plan B is always to build the mine, which I think is almost universally agreed is a bad idea for a junior explorer.

If you want someone with a decent CV, you need to pay up for them as they will most likely have plenty of other well paid job opportunities available. As a business with no cash flow, you can either pay them their full comp up front in cash, or you can grant them incentive awards like options which are intended to remunerate them well in future if the company is still in existence. What would you and I as shareholders rather see? Hundreds of thousands of dollars if not a few million going out the door in fixed salary costs every year? Money that could have been better spent on drilling and proving up the asset. And ever more dilutive equity raises to fund the up front pay packets as much as the exploration? Or a load of potentially generous options that defers the payday to a future date when either the SP is much higher or the company is taken over?

People have been bleating about nest feathering and cheap options after every award whether at 7p, 10p, 15p, 20p or 40p... Also there's no guarantee any of the options will ever vest at a profit if the SP never gets back above the strike price or the company goes bust (a material risk for the likes of Solg) or dilutes itself into oblivion to survive.

Fort you also seem to think that Sangha just clicked his fingers and a streamer lobbed millions at the company with no effort. It does actually take work to arrange such financing. And the alternative to those deals was go bust, or further equity dilution to keep the show on the road. We know that's not in our best interests because it's exactly what BHP and co did want. The number of shares outstanding has already increased by 50% in the time I've held. 21p with 2bn in issue vs 28p with 3bn in issue will be my entry and exit. I'd rather it wasn't 4bn in issue as the exit price would be even less.

Personally I don't care if Dan got 7p options. He came in when the SP was 7p and everyone had been expecting a takeover for about 10 years and it never materialised despite having several majors on the register. He has likely delivered the takeover offer everyone so badly wanted, at 4x the SP when he took over. Happy for him to get paid if he's taken my investment from a huge paper loss to a 33% gain.

Fort, re your comment that all insiders have feathered their nests on the cheap before this takeover including Dan with his 7p options...

The funny thing is, we all had exactly the same opportunity didn't we. The SP was at or around 7p for a prolonged period of time for the last year or so. Everyone on here could have piled in and bought a whole load of shares for 7p and would be taking a 300% gain from 28p takeover.

The reality is most of us didn't do that did we. A lot of the most vocal complainers here seem to have held this share for 10-15 years with an average of 25-30p. If people had so much conviction in this stock that they're willing to hold it for over a decade even when they're 75% underwater, perhaps they should be asking themselves why they didn't take the absolutely wide open opportunity to massively lower their averages when the SP was 7p and pick up hundreds of thousands of cheap shares.

PIs can only blame themselves if they overpaid for a share assuming it would be taken over at a massive price and then it wasn't.

Quady presumably because there are no other interested parties out there who are likely to bid, and unlike you the board and other major shareholders do not think Solg has the means or capabilities to progress its assets any further, especially as construction work is meant to being soon.

Italian, completely agree. JCC, NEM and BHP have been in this and all over this for years. They've done all the DD, they've consulted on the plans, they've got all the data. And they're all willing for this to go through at 28p to JCC.

I would love to be proved wrong but I can't see some other entity just lobbing in close to a billion quid to buy a company they haven't been involved in and which has such a complex mix of assets that need exploring, developing and building.

Also the RNS says a firm offer will be made by a scheme of arrangement and not a contractual offer. That means initiated and with the support of the target, so a friendly offer. I don't see the board is just playing JCC hoping for other bids here. It also means the threshold is 75% not 90% for compulsory mop up of all shares.

Pretty disappointing tbh. Selfishly, at least I'm getting out at a 33% upside but that really isn't worth it after holding for over 5 years. I'd have made more than double that just holding an index tracker. Although I have learned an awful lot from this experience.

I posted the other day along the lines that a) none of the major shareholders think Solg will build any mines, b) therefore all other than the successful bidder ultimately want an exit, c) the market price is determined by people trading a few thousand shares at a time, d) no major shareholder could possibly exit tens of millions of shares at market price because the price would tank to single digits, e) JCC's offer is for all shareholders to exit at basically current market price, and therefore f) an offer of 26/28p is probably a lot more attractive to all our major shareholders collectively than it is to us PIs.

Sadly this has essentially been proved correct.

I am disappointed because I hoped for something a fair bit higher, but so be it.

And for once Fort, I probably agree with your views about the options. Think Dan will make just over £3m profit on his 15m 7p options which I assume will vest immediately upon a firm offer.

The current share price is set by the price someone was willing to pay for a few thousand shares at once. JCC's offer was to pay 26p for all 3bn shares (apart from what they already own). In my view people need to stop feeling so emotional and personally insulted by the offer.

Apart from a few individuals here I think the consensus among Solg share holders is that Solg are not going to build any mines and most don't even want them to try. That implies pretty much all shareholders ultimately want an exit by selling their shares.

People here are saying they can't believe JCC offered 26p when the price was heading for 32p or whatever, but how many people could actually sell at 32p or 30p? Even one institutional holder selling down a few million shares over a few weeks would probably drive the price back below 26p. JCC would turn round and say OK shareholders, if you think you can exit at 32p go on then, let's see how many of you can actually get out at that level. Or you could all, every single one of you, get out of this at 26p. Or you could stay in and keep owning the risk of Solg not getting any other bids, getting closer and closer to production, incurring more costs to keep developing Alpala, political risk, cost inflation etc etc.

I'm not saying I want or think this will be sold for 26p. I'm hoping we can mount a convincing enough defence and strategy that more bids will come and we'll all get out for more. That's down to the board to execute the strategy and to some degree luck and circumstance.

But I'm not offended by JCC's bid. It was the opening bid, the SP had been materially lower for years beforehand, they offered to buy everyone's shares at once for around current SP. They'd have been mad to offer more as an opening bid.

Feel like we should just try to remain calm and objective here and see how it plays out. The market seems to think more will come because the SP is sitting at 30p. We're all still way better off than we were a few months ago at 7p.

Haha cheers BN.c

Haven't had a chance to pay attention to this for most of the last 18 months as been too busy, but this investment has definitely been a learning exercise for me. Paying a bit more attention now though!