Member Info for RodneyT

"Given that Director option and LTIP awards crystallise value on completion of the transaction at 28p and increase further if the price rises, how did the Board satisfy itself — and, vitally, how should shareholders satisfy themselves — that the recommendation of the JCC bid prioritises long term shareholder value over deal certainty, particularly where the asset has substantial long dated optionality and earlier disclosures emphasised staged development rather than sale?" NB: this is the very same long term optionality referred to by Paul Smith in his Scheme Document letter in the context of 'Stakeholders' and what they would look forward to post sale at 28p

Over the second half of 2025, the Company repeatedly guided the market to expect further value relevant updates, including additional assay results from TAM and, in November, 'promising to strong' visual mineralisation from Hole 77 at TAM West with results expected later that month, as well as reference to a near term resource indication. At the same time, earlier disclosures framed liquidity as manageable, with a approx 15 month period described in the Q1 MD&A without assuming the conditional 3rd FNO tranche. By after the close on Christmas Eve, funding uncertainty had become a central justification for recommending an irreversible 28p cash exit to JCC.

Against this backdrop, we are entitled to understand how the timing and weighting of unresolved exploration results, funding optionality, and strategic relationships were handled when forming the Board’s recommendation, particularly given JCC's role as a technical consultant and strategic shareholder before becoming the bidder. This is not about alleging impropriety, but about clarity. Why certain elements were emphasised or de-emphasised at different points, and have we as shareholders been given a sufficiently clear explanation of what changed and why, before being asked to vote on a transaction that crystallises value at a level materially below long-term asset estimates. The latter is not a guess, it is the basis of the FNO funding agreement! We need news Mr Vujcic!

Needy, If Non Disclosure Agreements work then there wouldn't be 'evidence' of a counterbid would there? Did we know that JCC would make its initial rejected bid before it was made? No we did not. So why would it be any different now in the counterbid window which extends over 3 weeks hence? It wouldn't be. No good peddling doom and gloom Needy. What you plea is not backed up by what has happened and where we are. The truth is that a counterbid can come at any stage. And we will be the last to know. Please vote everyone. Easy to do so please do so.

Well the Board will be super aware of MAR 17 obligations. It is odd and notable that there has been no update on operations for weeks. The Scheme Doc offered little that was new but the collated nature of it was useful. News is overdue. Where is it Mr Vujcic?

Bias, Bozi? 'Fraid not. A few Yes's in there and others who've sold a few. An objective group, no abuse and own over 100 million shares. Let's see what happens next.

Tidy, Mathers, Tidy. You nailed it right there. It's an auction and they get exciting right at the end just before the hammer goes down. Needy is so funny!

So funny Needy, so funny. Weeks to go and you say that! Of course you know that all auctions are at their most vivid right at the end. And the end is weeks away! So funny. A counterbid can come at any stage. That is what the TP and Scheme rules show. Needy, there is no inevitability about the bid being accepted. It's just the way it is. It might be or it might not be 28p for us. Relax Needy!

Oh really, Needy? How do you explain the CEO's reference to derisked NAV of 165p then as on his LinkedIn page right now? That is before the recent explosion in metals prices of course. The evidence is there Needy. Please explain it? I suppose you will say 'he was lying'! :-)

Calm yourself Needy! Overstepping the mark there with your lashing out! You know that both the headcount and % value votes have to pass, right? The situation on % value looks very strong for the No vote based on my spreadsheet. Vital to vote, folks. Whether yes or no, please vote. Being against this deal and not voting helps pass the Scheme and the Yes vote. Please vote!

Needy, having some parties knowing more than others yet the latter being asked sell their asset forever. How do you think a High Court Judge would look at that situation in terms of process and procedure? Is it evidence of fairness to all shareholders?

Please vote everyone. It is easy to do whether you are voting yes or no. Being against the deal and not bothering to vote helps the Yes side. Don't let that happen. Do your bit and vote please.

FYI

Having worked through the Scheme Document and the disclosures around DV’s remuneration, the numbers below are simply a worked example based on the stated terms.

On the basis of the Scheme Document alone, and assuming a change of control followed by termination without cause, the contracts provide for up to US$6.05m of gross cash severance (made up of salary and the maximum bonus/LTIP multiples), together with separate cash settlement of 15m options. At a Scheme price of 28p, the option settlement would be roughly US$4m, giving an illustrative maximum total of around US$10m gross, before tax.

These figures are estimates based on the disclosed terms only and are not assertions about what will happen in practice. Pages 23-24 and 62-63 show the key references.

Shareholders voting 'Yes' accept that the Board has prioritised deal certainty and risk containment. At 28p, they have the option to have that now if they wish. However, the Scheme materials do not clearly articulate the trade-off being made between certainty and value, including the absence of any explicit value being attributed to exploration assets.

In that context, a vote against the Scheme is not a rejection of pragmatism, but rather a request for either improved economic terms or structural measures that preserve shareholder participation in long dated upside (the PS 'stakeholder' quote), before shareholders are asked to approve an irreversible outcome. Still plenty of time for this to happen. In the meantime, voting is extremely important so please vote, whether that be Yes or No.

Needy, you're funny :-) I'm no good on computers and it took me ages to get my spreadsheet of shareholders together. I have the numbers which I am updating currently. Repeat: I have the numbers right here! Weren't you going to join? Send over your screenshot and you're welcome, Needy. The overwhelming percentage of folk on my spreadsheet don't want a fire sale of their assets forever. Is that such a bad disposition, Needy? They have a view, they have a choice and they have a voice. Why is this all so bad in your view, Needy? A joined up group with a common objective? Being against the Scheme and not voting helps the Scheme pass and helps Yes. All to play for here. Amongst other things, a counterbid can come at any stage. Then there is the proxy monitoring and how that is interpeted by management and their advisers.

Needy,

There are many folk here who own 1 million shares plus each. The largest I have seen is one person with 14 million shares and there are several with 1 million, 3 million, etc! I know this because they've sent through a screenshot of their holdings when they joined solgsmallshareholders! I have the spreadsheet of all holdings when folk joined. Some have sold down a few but I suspect the total remains 100 million shares plus. Takes a while for people to email in. The thing is, Needy, there are many chunky holdings out there. Seems to me that the overwhelming trend is to vote No and that votes have been cast already. I am just covering what is happening, Needy. if this doesn't fit your agenda, that's not the end of the world! If it does, that's great too. I'm just saying what is happening and saying so in goodfaith.

To be totally blunt, in the context of where we are and the capital we shareholders have at risk and the opportunity cost of capital, 'stakeholders' of JCC, whoever they are and 'two hoots' go together for me. My top priority is the interests of small shareholders and a fair outcome for those folk. Why on earth PS would imagine it was a great idea to focus on JCC stakeholders and how brilliant life will be for them in future, I have absolutely no idea. I thought 'stakeholder' refers to some tired old WEF-related reference from years ago alongside Build Back Better and all the other jumbo. :-) Shareholders, small Shareholders! Ah, that's better.

Hmm. the same Paul Smith who said this is the Scheme Document, page 17 point 7:

"Strategic plans for SolGold

JCC shares SolGold management’s vision that Cascabel carries the potential to deliver immense value to

SolGold’s stakeholders. " Trouble is, if the deal goes through as is, our 'immense potential' amounts to 28p :-)

Ort, Didn't want to take tea to China! They are both experts in this field. My email was meant to be a 'nudge' and nothing more. Time will tell what they think/say/do about things. Other things which we may wish to raise better suited to the Hearing dossier that I am working on and will refer to the solicitor I am working with as soon as I have things right - saving time cost fees until then. I am not alleging any wrongdoing whatsover. I am looking at process and proceedure over the last 2 or 3 years culminating in the Court-Ready Scheme Document publishesd last week.

Many thanks NMM. Let's see what they think/do/say about it. They're just queries and comments. We went all the way from our CEO referring to derisked NAV of 165p on his LinkedIn page to an acceptance of 28p in no time at all. The MD&A says we have plenty of cash without tranche 3. Not making any accusations of wrongdoing, just putting forward ideas that the 2 parties may or may not decide to follow. The hope is that they are inquisitive as a result of receiving those notes and then make their own enquiries.

Dear ISS Research Team,

I am writing as a shareholder of SolGold plc in relation to the proposed Scheme of Arrangement at 28p per share.

I would respectfully highlight several matters that I believe warrant careful consideration as part of your assessment.

The recommended offer price is being presented primarily on the basis of deal certainty and asserted funding risk. However, the principal valuation reference cited by the Board relies on a Preliminary Feasibility Study covering only a limited portion of the Cascabel resource, together with conservative commodity price assumptions that appear materially below prevailing long-term market conditions. Shareholders are therefore being asked to approve an irreversible change of control without reference to the majority of the known resource base or updated price environments.

The Scheme documentation places significant emphasis on near-term development and funding challenges, while providing limited discussion of alternative value-realisation pathways such as phased development, asset-level or third-party financing, or broader strategic engagement. As a result, shareholders may be asked to prioritise certainty over value without the benefit of a fully balanced information set.

The transaction has also progressed without a competitive process or observable market testing, which limits confidence that the recommended price represents the best value reasonably available for a long-life, Tier-1 copper-gold and silver asset.

Finally, disclosures indicating that management incentives may crystallise on completion of the Scheme underline the importance of ensuring that valuation, rather than execution certainty, is the dominant driver of the Board’s recommendation.

These points are raised respectfully as matters of valuation, process and shareholder decision quality, rather than any allegation of impropriety. I submit them for your consideration as part of your review.

Kind regards,

A SolGold shareholder