Member Info for rcgl2

Wasn't one of those two funding rounds a share placing to Jiangxi at 20p a share? So that endorses a project value of...

If you're actually interested... the requirement to publish a Prospectus and the contents of it are set out in the UK Prospectus Regulation Rules which are our domestic implementation of the EU Prospectus Regulation. Prospectuses are required for offers of securities to the public or for admission of securities to the Regulated Market (i.e. the LSE main market). There are various exemptions especially for listing of further tranches of already listed shares... so I assume they either need to produce one here because the shares to be issued to CGP holders amount to more than 20% of the existing issued share capital (this threshold was discussed previously in relation to cash box placings iirc), or because they need to give disclosure about the takeover transaction to the offerees.

I also notice in the original RNS announcing the merger they expected the Prospectus to be filed in Q4 2022.... so come on Solgold, get it done and don't let everything keep slipping later and later please.

Here's a little Solgold fact for you to mull over.

Paul Bushell has resigned as a director of Solgold Finance AG, published as of 17 Jan. He was the external director who has been a copper and concentrates trader for decades and provides consultancy services in relation thereto.

I think that just leaves Nick Mather as the only director of Solgold Finance AG. Which is the Swiss entity that holds ENSA and Solg Ecuador.

So make of that what you will...

Yes Hawksmoor Wood Wharf opened about a year ago...

Quady, are you basing your view that NM only intends to sell DGR's Solg shares (and not his own, or sell Cascabel or sell the whole of Solgold) on his comments at the Noosa mining conference in 2022?

What he actually said was "We set these up in companies which get finance, get listed... Some of them emerge quicker than others, but the basic idea and a model that we've been following for some years is to create companies around very very large resource projects and then ultimately, majors seem to take them over. That's certainly the plan in respect of Solgold."

I don't think that's evidence of a plan to just sell DGR's shares, or that he is planning a JV. It could equally well imply that they intend to sell Cascabel, or to sell the whole of Solgold. Is he referring to the majors taking over the resource, or the company it's wrapped in?

What I think this does confirm is that the official plan is no longer for Solg to take Cascabel to production on its own. Clearly he intends that a major is going to take it to production, following some sort of corporate action (as referenced elsewhere in the DGR presentations). How that will look remains to be seen.

Hi Quady. If you think a JV is the most likely outcome, then that has to mean that the financials of a JV result in a more favourable position for current shareholders than selling Cascabel today. Otherwise the current major shareholders who are controlling the company (Nick and connected entities, CGP) would not go for it.

DinnerMoney just provided a reasonable attempt at valuing Cascabel today around 60p. If you assume current management also think a sale for that amount is achievable, what do the financials for a JV look like?

What would the flows be once production was achieved? Considering Solg's share of the returns would likey be much less than 50% and its share of financing would need paying off, what would the return to shareholders ultimately be? A miniscule dividend starting a decade from now?

I just don't see how you can claim a JV is the most likely outcome without providing some estimate of the resulting financials that would justify it. Which I guess is addicknt's point.

Good posts SM. Even if Solg doesn't follow the Bozi Solution, I guess the point is it could. So if anyone tables a bid that just values Solg based on Cascabel, NM and the rest of the board will say this does not represent the full value for the company because we miss out on all potential future upside from the rest of the portfolio. So if anyone wants to buy Solg outright, it needs to be at a price that adequately compensates current shareholders for selling that potential upside. If it doesn't, then we can look to sell Cascabel itself but we want to keep our exposure to the rest, rinse and repeat.

I've been guilty in the past of clinging onto "why would anyone sell to a bid of 30p when the SP has been at 40p twice in the last couple of years?"

The answer I guess is liquidity. Look at what happens each time Solg gets up to 40p levels, it sells off fairly quickly right back down to 30p and below. There are never any buyers at 40p to sustain the price. In fact it's been confirmed recently that most Solg shares are in sticky insider or institutional hands and are not being traded. It's largely PIs trading who drive the price swings up and down. SP gets to 40p and the canny PIs sell up, knowing it won't hold, and just that is enough to tank the SP back down to earth.

So maybe asking why would anyone sell at 30p is the wrong question... Perhaps a better question is "why can't everyone sell at 40p?" The answer is there is no liquidity.

The larger holders who own millions of shares know that the cannot ever sell at 40p on these spikes as things stand, because the SP will plummet. And not all of the shareholders can sell into any of these rises at the same time.

So if someone were to offer 30p for all shares, instead of feeling insulted and saying "but the SP was higher than that a few months ago," we need to be thinking that at the higher price there was very little liquidity and it wasn't achievable for many shareholders if they wanted to sell. If a bid is made for 30p every single shareholder can sell.

This is not me deramping. I don't think it will be sold for 30p. I'm just saying when we are talking about bids and past share prices, we need to be careful to remember what the market price based on a few million a day actually represents to most large holders (no exit) vs what a bid represents (an exit).

Thanks DinnerMoney... were you LunchMoney before? Felt sure some more information on voting records must be available somewhere, little bit of searching and was able to track this down.

2020 votes:

SOLGOLD PLC

Ticker: SOLG Security ID: G8255T104
Meeting Date: DEC 17, 2020 Meeting Type: Annual
Record Date: DEC 15, 2020

# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Re-elect Nicholas Mather as Director For For Management
4 Re-elect James Clare as Director For For Management
5 Elect Elodie Goodey as Director For For Management
6 Elect Kevin O'Kane as Director For For Management
7 Elect Maria Alban as Director For For Management
8 Elect Keith Marshall as Director For For Management
9 Reappoint BDO (UK) LLP as Auditors For For Management
10 Authorise Board to Fix Remuneration of For For Management
Auditors
11 Authorise Issue of Equity For For Management
12 Approve Increase in the Maximum For For Management
Aggregate Fees Payable to Directors
13 Authorise Issue of Equity without For For Management
Pre-emptive Rights
14 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
15 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice

For anyone who likes to wonder about how Blackrock votes... If you go on the SEC's Edgar portal, you can search for the Annual Proxy Voting Reports filed by any funds that are US reporting issuers. So if you search for Blackrock + Solgold for filing N-PX, you can find the annual voting records for both Blackrock Funds and iShares Inc (which is managed by Blackrock). These are filed annually in August, so we can only see their voting record for 2021 and previous.

Interestingly in 2021 they voted FOR all resolutions apart from re-electing Brian Moller. They even supported the special resolutions to disapply pre-emption rights. In 2020, they voted FOR re-electing Nick Mather!

We will have to wait to find out how they voted at yesterday's AGM, but the idea that Blackrock are in league with BHP and NCM to vote against Solg management does not seem to be correct.

2021 Votes below, 2020 to follow in next post.

SOLGOLD PLC
Ticker: SOLG Security ID: G8255T104
Meeting Date: DEC 15, 2021 Meeting Type: Annual
Record Date: DEC 13, 2021
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Elect Darryl Cuzzubbo as Director For For Management
4 Re-elect Liam Twigger as Director For For Management
5 Re-elect Jason Ward as Director For For Management
6 Re-elect Brian Moller as Director For Against Management
7 Re-elect Keith Marshall as Director For For Management
8 Appoint PricewaterhouseCoopers LLP as For For Management
Auditors
9 Authorise Board to Fix Remuneration of For For Management
Auditors
10 Authorise Issue of Equity For For Management
11 Authorise Issue of Equity without For For Management
Pre-emptive Rights
12 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
13 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice

SOLGOLD PLC
Ticker: SOLG Security ID: G8255T104
Meeting Date: JUN 30, 2022 Meeting Type: Special
Record Date: JUN 28, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Remuneration Policy For For Management
2 Approve Long Term Incentive Plan Rules For For Management
3 Approve Performance Bonus Plan For For Management
4 Amend Articles of Association For For

FTJNY see my previous post. Disapplying preemption rights can only be approved by special resolution which requires 75% shareholder approval. It's prescribed in the Companies Act and it's not possible for Solg to change that.

Orthern, the law that you are unaware of is the Companies Act 2006.

What annoys me about saying the SRN and PIN are available on your proxy forms is that I have no need to obtain proxy forms, because my account provider allows me to vote electronically (ironically via Broadridge!). I cast my votes online weeks ago so why would I have a proxy form now? They should have set up guest access for anyone to attend as per previous years.

*certain directors

Maybe I'm being naive but how do you even measure performance for incentive bonuses for the IR function? It's not like he has a pnl number or is responsible for delivering key business milestones on the exploration projects. And frankly this year the relations with investors haven't exactly been great have they. PIs are even more in the dark than usual and barely have a clue what's going on. Institutional investors were unhappy and the company failed to get a proposed equity raise done in the summer, with multiple execs resigning. Berry Street wrote another open letter criticising the company. Proxy advisers are currently advising against supporting the election of certain investors. I realise a lot of this needs to be seen within the framework of a complete 180 on strategy but that's down to the board, in what way has IR driven that other than acting as an intermediary between board and investors, which frankly is the basics of the job anyway.

Fawzi is getting $450k a year? What the actual? That's ridiculous.

Thanks and you!

Come on Quady, you're really reaching now! That article is just Osisko's regulatory filing regarding the NSR, they have just used Solg's previous company blurb.

Look at the company description in Solg's own Letter to Shareholders RNS from a few days ago, no mention of "emerging multi-asset major", that phrase has now been removed:

ABOUT SOLGOLD

SolGold is a leading resources company focussed on the discovery, definition and development of world-class copper and gold deposits and continues to strive to deliver objectives efficiently and in the interests of shareholders. SolGold is exploring the length and breadth of the highly prospective and gold-rich section of the Andean Copper Belt which is currently responsible for c40% of global mined copper production.

*remuneration, before any of you pedants jump on me