Member Info for rcgl2

Add are you thinking of Twigger's letter to shareholders where he explained why they wouldn't be putting the whole board up for re-election?

What's interesting looking back is not only that only a majority of directors had that view about directors elections, but also it seems to say only a majority of directors thought the company was undervalued. Wonder if that was deliberate?

"Factoring in the significant positive changes over the past year, I am pleased to confirm that the majority of my fellow Directors believe it is not in the interests of Shareholders for the entire Board to be put forward for re-election next month. Among the concerns expressed by my fellow Directors is that a further destabilisation of the Board will have an adverse impact on the CEO search process and also further undermine the significant value generated by the Company across SolGold's licence areas throughout the Ecuadorian sector of the Andean copper belt.

As your Chairman, I acknowledge the great support your Board has received from Shareholders both large and small over the last 12 months.

However, it has come to my attention in recent weeks that one of SolGold's significant shareholders, BHP Group Ltd., has been actively canvassing certain shareholders and members of the Board seeking to persuade the Board that each Director should stand for re-election at the upcoming AGM. For the reasons set out above, the majority of my fellow Directors believe that putting the entire Board up for re-election next month would further destabilise your Company, undermine the advanced process to secure a new CEO and otherwise is not in the interests of all Shareholders.

I strongly believe that it is in interests of all Shareholders for the Board to be comprised of directors with a cross-section of views and skills who can collaborate to ensure that the interests of all Shareholders, large and small, are represented and looked after at the Board level and not just the interests of certain large and vocal shareholders seeking undue influence at the expense of a control premium you should enjoy.

The intention of your Board is not to maintain its incumbency, but rather to ensure a re-rating of your Company is achieved without compromising corporate governance best practice. The majority of your Directors consider that the Company is undervalued and therefore vulnerable to opportunistic corporate activity, which is why stability in the Boardroom - given the significant amount of positive change over the past 12 months - is highly important and in the best interests of all Shareholders."

Monte, Nick offered them 11 Solg shares for each of their shares. Now they're being offered 15 Solg shares per CGP share. They maintain their exposure to Cascabel and now increase their exposure to everything else in the Solg portfolio, they get two seats on the board and they get Bob Sangha advising Solg in their strategic review which is likely to result in selling off Cascabel or Solg itself to the highest bidder. That's always been their preferred outcome.

Fort, wind your neck in, you don't know what you're talking about. The founder of Berry Street Capital was previously a partner at Paulson, Head of European Investments and PM of their European Opportunities Fund. This is not some tin pot boiler room outfit, it's the founders running their own (considerable I expect) money and some outside money and I expect they know full well what they are doing. Paulson specialises in events and merger arbitrage do they not? These guys are in it for exactly the same reason as you, they are expecting a takeover of Solg at a large premium to what they paid for their shares.

No wonder they were annoyed when the Board's attempt to fund raise whilst being overly cute in terms of managing the size of certain shareholdings resulted in no funds being raised, multiple execs leaving and the SP nosediving into the teens right as global markets were circling the drain.

And FYI the Fulham Road in Chelsea is not the leafy suburbs.

I thought it was you the other day who told someone to "play the post, not the man"... All I see from you this morning is attacks on Addicknt and Bozi and levelling your usual allegations about people having ulterior motives or not being invested if they dare to make valid points about the potential costs and downsides of this deal. Solg is going to have to issue hundreds of millions of shares to buy CGP, in return for no cash. More shares for the same total value than if they had done this deal when the SP was in the 20s. And the combined entity is still going to need to raise short term financing to get beyond year end.

So yes, this is likely a great long term outcome which permits the strategic review and opens up much better avenues to release shareholder value. But it isn't a free lunch. Just because people point that out doesn't mean they aren't invested.

Mather did say expect Solgold corporate action in his DGR presentation...

Interesting that they seemed to annoy their major shareholders with the proposed cashbox raise whilst at the same time working on this deal, presumably with the agreement of the major shareholders.

I think having Maxit advising Solg now is a good outcome, Sangha is invested in CGP and will be looking for a substantial return.

https://www.mitsui.com/au/en/group/1226100_9223.html

They already have JVs together.

On Solgold we all took our punts
But the Board of Directors are...

...investigating a number of strategic initiatives to provide the Company with funding options.

Did I see somewhere yesterday that Peter Holmes and Benn Whistler had also resigned? Is that old news or new news?

So basically Solg have lost virtually all of their former management including the key execs on exploration (their strong suit) as well as finance?

Is that Darryl just forcing everyone out so he can bring in his team? Is he a harsher taskmaster and people don't like him? Or something else causing everyone to leave in droves?

I've not been able to keep up with this board much recently and tbh the incessant name calling and nonsense doesn't help... But I think I saw a post from you the other day Redknight that I very much agreed with.

It has been obvious for some considerable time now that the everything bubble was going to unwind hard; inflation was of control and was going to result in some large "after the horse has bolted" rate rises from central banks; that these would cause equity markets to tank; that the dollar would continue to rise and trash everything in its path; that PMs would struggle as a result of the strong dollar; and that all in all mid 2022 onwards would be an absolutely dreadful time to come to market looking to raise funds just to keep the whole show on the road.

Forget securing the funds to construct Cascabel, the company has to get to that stage first and I think it's an absolute howling own goal that they didn't raise funds earlier this year when the SP was up in the mid 20s. If they had Solg could just keep its head down and carry on executing its various exploration and study milestones and ride out this macro storm.

As it is they are running out of funds, exploration has ground to a complete halt, execs have left and they are going to have to raise $50m odd at some atrocious price in the low teens. Which basically means a much bigger dilution for us than was necessary and for many of us our investments firmly anchored under water now.

They should have just proposed an equity raise that was acceptable to the major holders even if it did risk BHP and NCM gaining a few extra per cent of ownership. By trying to be too clever with a cash box raise to manage major holding levels, they have potentially holed themselves below the waterline. It wasn't worth it.

Floated a couple of proposals, knocked a few ideas around, the head of funding and the new CFO both resigned... We cool.

Define "sell"...

If you take the penultimate sentence at face value, it implies what SM just said that BHP/NCM declined to participate in a pre-emptive placing and then vetoed a non pre-emptive cashbox raise. However, if that were the case it raises some another question, namely are there enough other investors willing to invest the amounts that Solg needed, or are Solg actually dependent on BHP/NCM to contribute their 26% of any funding round in order to secure enough funds?

If they did try a pre-emptive placing, provided they offered the opportunity to BHP/NCM to invest, there's no reason other investors can't step in and take up those allocations if BHP/NCM don't want them. And if BHP/NCM had just outright declined to invest and Solg then tried to get a cash-box placing done, it suggests that there were enough commitments from other investors to raise the amount that Solg wanted... but it was vetoed by existing holders.

Which is to say, BHP/NCM can't have it both ways. They can't insist on an equity raise that includes them and refuse to participate, and then block an equity raise that doesn't include them.

So I wonder if the writer of the article has slightly misreported the events, and the penultimate sentence should read something like "BHP and Newcrest were apparently unwilling to invest again, BECAUSE a second raising that would circumvent pre-emption rights was ultimately seen by shareholders as not appropriate".

Also, in my view Solg didn't "test the market" as some sort of fact finding exercise. They "tested the market" with a view to raising funds via whatever method they "tested". Therefore there is no material distinction between 1) Solg asked investors if they would support a cashbox placing that they intended to launch, were told no and therefore didn't proceed with the placing and 2) Sold launched a cashbox placing (irrespective of whether shareholders supported it or not) and then failed to secure sufficient commitments in order to close the placing. The outcome is the same in both scenarios - Solg need funds, wanted to raise funds, and have not raised any funds.

And anyway, even if this was not a failed fund raise but a mere "discussion" with Shareholders, a "discussion" that results in the resignation of your funding executive and your new CFO at the same time is not a success, it's probably worse than just launching a placing that is undersubscribed due to poor market sentiment.

However, Franco's royalties only pay off fully if the mine actually gets built and starts producing at a decent capacity. Given that the consensus view seems to be that Solg doesn't have the skills or experience to deliver the fully functional, max output Cascabel mine any time soon, is it in FNV's interest to offer enough funding to Solg that they force the majors out and end up building it themselves?

The CEO of FNV was interviewed about the Alpala royalty at the time and the interviewer asked him about it being a complex and risky block cave mine. He said something along the lines of "we're not worried about that, Newcrest are on the register."

All parties are trying to balance their own needs against the needs of the others. What suits FNV the most is probably to get Alpala into the hands of BHP and NCM as quickly as possible so they can get their royalty as quickly as possible. They don't want to push too far and leave Solg holding the baby alone.

It's a shade under my average right now. I'm not buying any more because Solg is already an outsize position for me and its ups and downs are causing quite a lot of volatility to my total portfolio. So not gonna YOLO another £20k into this here. That doesn't mean I'm not still expecting a decent return on my investment. I'm not selling any.

CD, agree with the last paragraph of your 18.44. Very annoying that we as shareholders get little clear information from the company and have to piece everything together from message boards, contacts and press articles.

Re Cascabel funding, I haven't looked back but I had it in my mind that the FNV money was to take them through both PFS and DFS. Could the fact that the PFS was delayed again and revised have pushed costs up materially? Alongside covid and inflation and the fact they keep having to do more drilling at Cascabel outside Alpala.

I mean, I could be wrong of course, but that was my reading. The actual quotes from Biswas don't seem to tally with what the journo thinks he's referring to.

But again as you say, raises the question of why BHP and NCM would be concerned about looking out for the rights of us little PIs (they aren't) and pushing for a rights issue. If they had been allowed to participate in the cash box as per last year, what's the issue? Does this suggest that they wouldn't have been able to fully participate and someone else was being brought in so as to dilute them?

And why doesn't Solg want to do a rights issue? Is it because they fear that it would allow BHP and NCM would increase their stakes by hoovering up rights shares not taken up by other investors?

Also whatever went on, it cost Ingo and Ayten's jobs. Still pieces that don't fully add up to me.

Calm down guys. The journalist who wrote this has got confused about what Biswas was referring to and mistaken the cash box for the FNV streaming deals. Biswas is clearly saying Solg tried to do a cash box deal and shareholders were not happy with it. There is no suggestion there was an steaming deal. Just read the actual Biswas quotes and not what the journalist has interjected.

“At that time there was also a public announcement by the company that that was a one-off and that future raisings would be more along the lines of allowing existing shareholders to be part of the fundraising activity in relation to an equity raise,” he said. THIS IS REFERRING TO THE CASH BOX PLACING.

But Mr Biswas said SolGold had again sought to raise funds through methods other than share issuance over the past month. MISUNDERSTANDING BY THE JOURNO

’They chose not to do that, they went back to what happened last year and we...did not support that proposal,” he said. AGAIN REFERRING TO THE CASH BOX STRUCTURE. THE CASH BOX WAS LAST YEAR. THE FNV DEAL WAS 2020.

Hi Red. The GPFG is the formal name for the oil fund, effectively is their sovereign wealth fund. It invests in non domestic assets. They also have a smaller domestic fund also under the management of NBIM. Their Solg investment is in the GPFG aka the oil fund.

Also I realise Oz was trading at $10 or under pre covid, but that was a different era and frankly BHP should have snapped it up back then for $13 or $15 or something. It's not like they suddenly woke up last week and just realized copper is going to be in short supply. That horse has bolted and agree with CD, copper miners are not going cheap any more.

Plus Solg has been in or above its current price for years on and off, so again, such an optimistic low ball just wouldn't cut it here I feel.

Also I realise Oz was trading at $10 or under pre covid, but that was a different era and frankly BHP should have snapped it up back then for $13 or $15 or something. It's not like they suddenly woke up last week and just realized copper is going to be in short supply. That horse has bolted and agree with CD, copper miners are not going cheap any more.

Plus Solg has been in or above its current price for years on and off, so again, such an optimistic low ball just wouldn't cut it here I feel.

Looking at the Oz share price, it's been over $25 for large chunks of the last year. At the start of the year it was over $28. To claim that $25 is full and fair seems ridiculous to me, it's just pure opportunism when the SP has dipped due to short term copper weakness.

It's not like some company that has got itself into trouble, loaded up with debt with a declining business and seen its share price decline by 75% over several years, in which case a 30% premium to current price probably seems like a blessing to put shareholders out of their misery. BHP's offer is less than what you would have paid for OZ shares just a few months ago, while at the same time their own in house economists are trumpeting great future demand for copper over the medium to long term.

If they offered the same for Solg right now, offer at 29p or similar, I'm sure virtually every Solg shareholder would say F off.