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In my view it must be possible to structure such a spin off in a way that is palatable to all holders and doesn't have huge adverse tax consequences. It's not the most difficult transaction by some distance. As you have noted yourself RK, the licence packages are already held through discrete subsidiaries, which will have been done for a reason.

Also, if a spin off is such an undesirable possibility, why even mention it as one of the SR options? They could have just stated the otter items, which are pretty broad.

And lastly, given that the company is now valued almost entirely on Cascabel and the very large package of licences across Ecuador are valued at virtually nothing, why is everyone is such a rush to throw them away for nothing just to effect a quick payday for Cascabel? Surely it's a better out come for shareholders to sell Cascabel and retain our interest in everything else... Especially as Porvenir and the blocks adjacent to Warintza are included in that everything else. I can't imagine recent institutional investors like Norges would prefer seeing all the rest go for a peppercorn just to get a quick sale in the next few months.

Cornerstone notice of special meeting is filed on Sedar, meeting date 9 Jan 2023... Not sure if that has already been posted here.

Red, I don't think that's what they're saying. The suggestion is that Solgold spins off all of the regionals apart from Cascabel to all existing shareholders. So we and CGP (post merger) receive X number of shares in NewCo for each Solg share held. We continue to hold our Solg shares, and Solg now only has Cascabel and nothing else. Third party bidders then bid 50p/70p/100p or whatever to buy Solgold, which is just a wrapper for Cascabel. No transfer of ENSA out of Solgold. We, CGP and all other Solg shareholders get our payday for selling Solg, which ceases to be publicly traded. We are left holding the cash and our shares in NewCo, which continues to explore and develop all the regionals giving us exposure to upside in the rest of the portfolio should we chose to keep those shares.

The company has already telegraphed this possible outcome twice in it's description of the strategic review:

"As previously disclosed, the Strategic Review includes, among other things, evaluating and pursuing value enhancing opportunities for the Company such as:

· evaluating financing alternatives for the Company that endorse project value;

· a spin-out of assets, other than the Cascabel project, to all shareholders;

· the direct or indirect sale of an interest in the Cascabel project at prices that endorse project value howsoever effected; or

· any other transaction or series of related transactions."

Bullet number 2, spin out everything except Cascabel to all of us, the newco operating as an explorer and early stage developer, basically Solgold Part 2. Keep Cascabel within the Solgold wrapper and someone buys out Solgold, avoiding any poor tax consequences of selling ENSA itself out of Solg?

This seems like a better outcome than the current status of Solg being valued almost solely on Cascabel with no value attributed to anything else, and if someone bids for the entirety of Solg now they get all the regionals chucked in for peanuts/nothing and we never benefit from any future value contained within them.

BNc, this one?

https://twitter.com/bigdude6669/status/1578376734856347648?t=ySV9ZdyReRWDjNPprhFA1g&s=19

"BHP in control? Check your numbers. Give me an example of a cheap takeover of a world class mineral deposit. Doesn’t happen."

Orthern, addicknt - agree with both those points.

I know Sangha said the last 6 years were wasted but I think a lot of it was just waiting for NCM or more likely BHP to make an offer to buy Solg out, especially once BHP's lock in period ended. I think Mather wanted to string it out until it happened. Let's face it, pretty much everyone here and most of the press thought that was what would happen, so was it so wrong of Solg to think that too.

As it turns out, that hasn't happened and BHP haven't made their move so now Sangha and co are taking matters into their own hands and will go and find someone else to buy it.

If you think BHP are the most likely buyer for Solg, then I thought it would be better if they had failed in their bid for Oz. Henry keeps going on about capital discipline, not overpaying etc etc. He's in danger of just doing the classic commodity cycle thing of overpaying during the last boom, refusing to invest now due to the previous overpayment, then missing out on cheaper opportunities and then having to overpay again at the peak of the next boom. And so on...

If BHP had missed out on Noront and then missed out on Oz Minerals as well, I think they would have been under a lot of pressure to secure the next target or they start to look like they can't close any deal. Which would hopefully have led to them snatching at Solg and possibly paying up (or overpaying) in order to ensure they were successful.

As it stands if the Oz deal does close now to some degree it vindicates Henry's stance of being selective, starting low, showing some discipline etc and takes the pressure off them to bag another asset any time soon.

Having said that, Sangha seems to be suggesting they will flog Cascabel to someone else entirely so maybe we shouldn't worry too much about BHP anyhow.

Both Osisko and FNV are NSRs. The RNS for the FNV financing describes it as royalty financing.

SM, agreed, looks like they don't see Solg continuing with Cascabel much longer.

In fact I thought it was notable how little detail there is in the Osisko RNS. Compare with the RNS announcing the FNV deal back in 2020 which went into much more detail.

What does that tell us?

Bloody hell!

PUSB ;)

Better tax treatment for someone to buy Solg than for Solg to dispose of ENSA?

Think they leave Cascabel within the Solgold wrapper and offload the rest into a new entity? They already telegraphed this as part of the strategic review:

· a spin-out of assets, other than the Cascabel Project, to all shareholders of the Combined Group;

Someone could then buy Solg and get Cascabel and we are left holding the rest in the spun out entity. If we choose to keep holding that...

Hi Quady. It seems from your posts that you think a sale of Cascabel is possible whereas a sale of the whole company isn't likely. Yesterday you said "If they want to buy ENSA, Cascabel, Alpala. I agree it just got easier as they now only have to deal with us.... If someone wants to buy Solgold, then it just got harder as the book is more diverse and they have to deal with many parties all of whom want top dollar."

Given that Solg is valued almost entirely on Cascabel why do you think a buyer would be willing to pay top dollar for Cascabel but wouldn't pay top dollar for Solg itself? Or indeed why we and all the other shareholders demand top dollar for the whole of Solg but not for Cascabel?

I know Solg has a large portfolio but realistically only Cascabel is anywhere near close to the end of the studies stage. If someone was offering an amount equivalent to 80p a share for Cascabel would shareholders accept that but not accept 80p for their Solg shares? I assume most would rather bank 80p than maybe receive part of 80p and then see the rest spent on exploration which may or may not lead to a result in many years time.

Dave, there is no such thing as a buy or a sell. Every trade is someone selling and someone buying. So in fact every day buys equal sells.

Your argument is essentially that the share price would be much higher, were it not for the fact that people keep selling shares at the current price. That's how the market works, the SP is set by the marginal buyer and seller. You could equally say the SP should be much lower, were it not for the fact that people keep buying shares at the current price.

Hi Lunch. No was not from Telegram although I am in the Telegram group too. You can choose your username and you can choose what details are given out in Telegram. So you don't have to share your number or real name if you don't want to. Are you on Telegram or Twitter?

Sangha effectively owns more like 20% of CGP by the way. On Sedar you can see details of his and Greg Chamandy's support/lock up agreements.

"Sangha, together with Maxit, beneficially owns and has control or direction over 7,184,993 Common Shares and 200,000 options to purchase Common Shares, representing approximately 19.89% of the issued and outstanding Common Shares (calculated on a partially-diluted basis)"

Agree Add. A couple of weeks ago someone on another group shared the top 20 holdings list from Bloomberg. It showed the position changes. Virtually all of the institutional holders were unchanged. The ones showing large changes were all the retail share dealing custodians like Interactive Investor, Halifax, Barclays, Hargreaves Lansdown etc. Interactive was down almost 2.5m.

What this suggested to me at the time was exactly what you just said. The drop in the SP has largely been caused by PIs panicking and selling out. Institutions are holding.

In the past any questions about funding have been batted away with something like "Ingo is working on the funding and we will update the market in due course." But now I don't want to hear that sort of deflection, I think shareholders are owed at least a bit of clarity. There is no more Ingo, no one is even thinking about the long term funding to build Cascabel any more because that appears to be out the window, and the company is rapidly burning through its remaining cash pile, with no drills turning and some major deliverables due soon. I'd like an answer about short term funding, give us some comfort that the lights will stay on.

What I don't want to hear is another Darryl non-answer. "Yeah, no, look, I'm not worried about funding." Give us some clarity then.

CD why would BlackRock want to cap the price at 16p when as you yourself keep reminding us they were buying at around 30p a couple of months ago? Do you seriously think one of the world's biggest asset managers is in the habit of deliberately buying high and selling low?

And you are completely missing the point about their financial instruments that you keep getting so excited about. They are a long equity fund manager. Their funds hold shares. In order to increase returns for those funds (and enable them to charge lower management fees) they lend out some of the shares in the market, in return for a fee.

If those shares are lent under a title transfer securities loan agreement then the fund no longer legally owns the shares. However, they have only been lent, and the fund is entitled to have them transferred back from the borrower at the end of the loan.

Therefore for the purposes of the TR1 disclosure the fund has to declare the total number of shares over which it exercises voting control, both the shares it owns outright and also the shares that it is entitled to receive back upon the termination of a stock loan.

There is nothing sinister about the fact that BR has loaned out some of their stock, it's normal business practice for their fund. They even have a page all about it on their website. The fact you see the securities lending financial instrument part on their TR1 is just so they are disclosing the total amount of shares over which they effectively have control.