Member Info for RodneyT

A point of significant concern arises in relation to the manner in which the Scheme Document presents the technical and economic context of the Cascabel Project. While the Scheme Document refers to the PFS and related technical work as part of the background and rationale for the recommended transaction, it does not clearly or prominently disclose that the PFS economics apply to only a limited portion of the Cascabel Project (approximately 18%), nor does it make explicit that the substantial remainder of the Cascabel mineral system, together with SolGold’s wider tenement portfolio, is excluded from that economic framing.

In the absence of a clear and express limitation, we as shareholders — and indeed the Court — could readily infer that the PFS based analysis is broadly representative of Cascabel as a whole. That inference would be incorrect, yet it is a foreseeable one based on the way the information is presented. The Scheme Document does not, on its face, direct the reader to the seperate 2024 RNS announcement or other disclosure which would materially qualify that understanding.

This raises a legitimate question as to whether the Scheme Document, taken on its own (as it would ordinarily be by the Court at sanction) presents a partial economic picture without adequate contextualisation. The issue is not one of valuation judgement or technical disagreement, but of informational completeness and framing.

Given the central role of the Scheme Document in informing both Shareholders’ votes and the Court’s assessment of whether the Scheme is one which an intelligent and honest shareholder could reasonably approve, I consider this to be a matter of substance which the Court could properly regard as relevant when considering whether the statutory and fairness requirements for sanction have been met.

Worth re-reading the CEO’s public comments and graph on his LinkedIn page from October 2025. At that time, management was highlighting substantial upside even on conservative assumptions, referring to third party analysis that suggested materially higher per share value using the 2024 PFS and a high discount rate. The message then was that derisking and parallel workstreams would progressively unlock NAV.

Fast-forward to today and we are being asked to approve a 28p cash exit, still anchored to the February 2024 PFS, with no updated economic framework and with the Scheme narrative focused heavily on certainty and funding risk. What’s missing is a clear public explanation of what has specifically changed between those two positions and why the earlier value narrative no longer applies.

This isn’t an allegation of bad faith. Views can evolve, conditions can change, and Boards are entitled to revise their judgments. But where there has been a material shift in publicly expressed expectations, it’s reasonable for us to want that shift explained, particularly ahead of the irreversible vote on 23 Feb.

Clarification from the company setting out how we should reconcile the CEO's October 2025 statements with the current recommendation would materially help confidence and informed decision making. In its absence, we are left to join the dots ourselves, which is not ideal in a Court supervised scheme.

Here we are indeed, Stack, no 5p raise, 19 days before the hearing, a current offer price of 28.15p if you wish to buy one and right in the middle of the counterbid window. Presumably the market wishes to invest for 19 days and lose 0.15p a share plus spread and costs, Stack? The reality is that JCC at 28p is not an inevitable outcome, a counterbid can come at any stage.

As we approach the vote, it is worth restating a few basic facts. There have been no material technical or valuation update from SolGold since the firm JCC offer on 24 December last year. The most recent PFS remains dated 16 February 2024 and is based on US$1,750 gold and US$3.85 copper. Critically, that PFS continues to underpin the Scheme narrative and the information shareholders are being asked to rely on.

In a Scheme of Arrangement the Court is not there to determine fair value, but it does need to be satisfied that shareholders have been given sufficient and balanced information to make an informed decision and that the process is fair to the class as a whole. Continued reliance on historic assumptions without clear, current context is therefore not a minor point.

Late last year, our CEO publicly referred to a de risked NAV of around 165p per share. Shareholders are now being asked to approve a 28p cash exit while still relying on an old PFS and historic commodity assumptions, with no clear explanation of how those value references should be reconciled with the Scheme narrative. Recall that the PFS in question only covered 18% of Cascabel's assets.

I am not suggesting bad faith. However, where circumstances and publicly stated value references have evolved, the absence of clarification leaves shareholders having to bridge a huge valuation gap on their own at the point of an irreversible decision. That is the sort of issue a Court may at least note when considering whether the explanatory material has done its job.

Nominee ownership structures also make it difficult to see who ultimately owns what, which increases the importance of clear and even handed public disclosure to support proper price discovery and informed voting.

A short, factual statement from the Board explaining how shareholders should think about NAV, commodity assumptions and valuation context today, even if only to explain why no update is appropriate, would materially improve confidence in the process. In the absence of such clarification, shareholders are left to draw their own conclusions in a Court supervised scheme.

Needy 'deeply underwater'?? I've actually done well but that is not the point at all. The key point is that I do not want to sell the assets for 28p. I want to keep them so I am voting No.

100% correct Mathers - we are all outsiders here (well, I think we are anyway!) and therefore have no idea how this will conclude. This could go through at 28p or it might not. All we can do is make sure we vote! I am voting no because I don't want to sell the assets we own for 28p. I would rather continue to own them and press on from there.

:-) Needy, calm down please, your last post was almost rabid! In the meantime, did you read the Scheme Document yet so that you can explain NM's strategy regarding the terms of his support of the Bid which are different to those of the other parties? Why did NM do that Needy and what could it mean for those of us whose patient quest is proper value for our assets rather than completion at 28p?

Good morning FT

23 February 2026 is the date on which shareholders vote on the proposed Scheme of Arrangement. On that day there are two meetings: first, a Court Meeting at which shareholders vote directly on the Scheme (requiring approval by a majority in number and at least 75% by value of shares voted), followed shortly afterwards by a General Meeting to approve the corporate resolutions needed to implement the Scheme if it is approved.

27 February 2026 is the Court sanction hearing. Even if shareholders approve the Scheme on 23 February, it does not become effective unless the Court is satisfied that the process has been properly conducted and sanctions the Scheme. The Court’s role at that stage is supervisory and focuses on process, disclosure and whether shareholders were able to make an informed decision. (the latter is why we are watching process, procedure and events leading up to now carefully).

Hope this helps, let me know if you need anything else.

Needy, If you look at the calendar, you will see it is 3 Feb today - even in Australia! The Votes are on 23 Feb and the Hearing is on the 27th. There are therefore 2 weeks to go in which anything can (and frequently does) happen in relation to counterbid(s). Yet you say ' The counterbid is clearly not happening'. And you call other people here 'idiots' and 'morons'?? 'Quest for fame'? So funny, Needy! All to project, project and project again away from the fact that there are many here who don't want to 'complete' this deal at 28p and sell their assets forever. For some reason or another, you constantly peddle hopelessness, apathy and the theme that we should feel lucky to get 28p. The problem you have, Needy, is that so many folk don't feel that way and they don't want to quit. They know that their vote counts and are voting. Why don't you like folk voting Needy? It irritates you so much doesn't it? But why? We have our say via voting yet you don't want people to vote!

Looking at the Scheme as a whole, it is natural to remember that a number of important project items remain without recent public update, including Hole 77, the TAM concept, the CIPA process and the environmental licence. At the same time, the rationale for the Scheme places significant weight on uncertainty and risk, and we are being asked to make a final decision before certain technical and regulatory outcomes are known. In that context, it is reasonable to reflect on whether shareholders have sufficient clarity on how those risks are actually progressing, whether different parties were working with different levels of information, whether bidder involvement in technical work was clearly separated from the decision making environment, and whether funding pressures were presented as matters of necessity or timing. Ultimately, the question is simply whether shareholders are able to weigh what is known, what remains uncertain, and what is being secured or given up by approving the Scheme, in a way that allows for a fully informed and balanced decision. No accusations here, just questions relating to the Scheme and how it might look at the Hearing.

Yes, Stack. We should all be grateful to be 'saved by a JCC 28p bid', we should all give up now, let the apathy take hold and be looking forward to seeing JCC 'Stakeholders' doing brilliantly with the assets we now own that the JCC bid will sell forever at 28p. Should we all be waiting for a 5p raise too so at least we can make a bit of dough? :-):-) Oh please, Stack.

Stack, I don't want to sell our assets forever at a fire sale price. I am in no hurry to 'complete' a deal and enable JCC's stakeholders to have a wonderful experience with the assets we own now. If the deal fails, the share price could well fall, at least initially when there is likely to be changes taking place. I am not concerned about that possibility because I don't want to sell our assets forever in 2 weeks' time at a fire sale price. If folk are concerned about this, they can easily sell into a liquid market now at 28p. We must all vote whichever way we vote.

I'll take that as a compliment from you, Stack, thank you. By the way, any sign of that 5p raise yet? Are well all so lucky then Stack that we have been gifted a chance to sell our assets forever at 28p when our own CEO confirmed Stas20's 165p per share derisked NAV via his LinkedIn page 3 months ago? It is still there if you wish to review it Stack. :-)

Needy, You'll drive yourself to drink the way you're going! Calm yourself. You've got 2 weeks to go before the votes and Hearing . There is no evidence of wrongdoing by the Board, many shareholders have sold a few and there is no evidence of 'lack of information ' in the sense of small shareholders being disadvantaged over other shareholders or 'JCC buying via proxies'. Of course we would like news but of course that is not the same as stating that there is material news but the company is withholding it. That would be a MAR 17 breach. You seem so terrified that we are still 2 weeks from the vote and that JCC being successful at 28p is looking more and more unlikely rather than being the inevitable conclusion you peddle. I am sure DGR know perfectly well that not liking this deal and not voting supports the Yes vote. Like most of us here who don't want to sell our assets forever at a fire sale price.

Needy, If you've even read the Scheme Document, can you tell us why the conditions of NM's approval are markedly different to those of the other parties and why that might be? 2 direct questions for you, Needy, no need for abuse or projecting away. Hint: it is to do with optionality rather than completion.

Oh Needy, calm yourself please. The inevitability of the JCC 28p you have been peddling since Dec 24 has slipped away as the days have gone by. It may pass but it may not. Meanwhile, we are in the counterbid window for the next 3 weeks so we shall see how things go. Please vote everyone and, remember, being against this deal and not bothering to vote helps the Yes side. Maybe DGR are trying to get a better bid price! Good for them. Don't all small shareholders want higher bid price?

They're against the deal and will vote yes, then, Needy? 😀

And all the while, Needy, legal representation is only required to ensure that process, procedures and fairness to all shareholders in light of having to make a forever decision to sell assets are all as they should be. These are nothing to do with sale price at all. Any legal representation has never been anything to do with price. Judges are not concerned with sale price!

Needy, If you believe that then I suggest you report what you know along with supporting evidence to the Takeover Panel. You should also report JCC too for seriously breaking the TC rules. Good luck Needy and get yourself the best solicitor you can afford!

Oh Needy, please!

Any purchases by JCC or its concert parties have to be disclosed by noon the next business day under Takeover Code Rules 8.1 / 8.3. No increase has been disclosed, so there is no public evidence of buying. Needy, folk who vote No here want to keep their assets and don't want them sold at a fire sale price. If your home is in negative equity, do you stay there and pay the mortgage or do you sell, have nowhere to live and take out a loan to pay off the rest of the mortgage you owe? Folk who vote No want to keep owning our gold, silver assets, Needy. We don't care if options are not exercised.