Member Info for RodneyT

Dear Glass Lewis Research Team,

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

I would like to draw attention to several issues relevant to shareholder decision-making and board oversight.

The Board’s recommendation appears to rely heavily on certainty of execution and near-term funding considerations. However, shareholders are being asked to approve a permanent transfer of control based on valuation materials that reflect only a subset of the Cascabel resource and commodity price assumptions that lag current long-term market conditions. This raises a question as to whether the decision framework presented to shareholders fully captures intrinsic value.

The absence of a competitive process further limits confidence that the recommended price represents full and fair value. The Scheme materials do not clearly demonstrate that alternative strategies — including phased development, asset-level financing or broader strategic engagement — were tested in a manner consistent with maximising long-term shareholder outcomes.

In addition, disclosures indicating that management incentivisation arrangements may crystallise on completion of the Scheme heighten the importance of rigorous alignment. Where management benefits are linked to transaction completion, enhanced scrutiny of valuation and process is typically warranted.

These observations are offered respectfully as matters of valuation discipline, process robustness and decision quality. I submit them for your consideration as part of your assessment of the proposed transaction.

Kind regards,

A SolGold shareholder

Hi Smick, Going to send them later today from the Solgsmallshareholders group. Will keep you posted.

Good choices, Needy. Kilkenny is lovely. Bit like Honda cars, Needy. Years ago, a new Civic they designed didn't do too well on NVH results. A bit of sound deadening would hae solved it - paper over the cracks. Instead, their chief engineer instructed his team to engineer away the noise, vibration and harshness so that the sound deadening wouldn't be needed. That mindset is why Hondas are such sweet cars to drive and own, Needy. Getting things right is often not the easiest way. Also, the journey to get things right is exciting and stimulating. Anyway, enjoy your drinks Needy. Australia is a fantastic country for sure.

Yes, , Needy, I know, we should all quit as soon as possible as that's always the best way. An easy life always is the best way. Nothing is worth putting any effort into unless success is guaranteed. :-) 28p is a wonderful price an we should all be grateful. :-) You're funny Needy. Glad you're on this Board. I'll never block you. How many tinnies have you downed already?

Needy, ;-)

We're different people. Good luck to you. All I want is a fair outcome for all small shareholders. That is my quest. I can't help it if you interpret that as attention seeking or an obsession. I will just press on with my work. Put some sunblock on Needy! :-)

Needy, :-) You're funny. I'll be looking for new ideas today and new angles. Will also send the email to ISS and GL. Pressing on Needy, pressing on. Please vote everyone and join solgsmallshareholders@gmail.com if you would like to.

Needy, Oh, I'll be around for ages. Interesting subject this and fascinating to be part of it all. New things come up all the time as we press on towards the votes and the Hearing. Lots of people voting, price of copper gold and silver have soared since the Christmas Eve RNS and many big institutions have arrived on the register and want to buy what we own. Liquidity great. Counterbid can come at any moment and/or the bid can be increased at any moment too. Really excited to be a shareholder here. How about you, Needy? Are you excited to be a shareholder here? I am sure you are. :-)

Add, I do indeed and touched on that briefly yesterday with the 3 'what if scenarios'. Impossible to know how DGR and the newcomers will vote. All we can do in the meantime is to take control of our own actions and vote. We no for sure that if one is Against the Scheme and doesn't vote, that directly helps Yes and the Scheme. Apathy has allowed many unpopular Schemes pass in the past and we must not let that happen at Solgold. We must vote and vote as soon ad possible. Early votes are the first seen by proxy monitors and the perception of momentum is vital. Please vote now if you have not already done so everyone.

Not many people have heard of these parties but their roles are highly significant in these situations.

ISS and Glass Lewis are independent proxy advisers used by pension funds and asset managers to decide how to vote.

They don’t vote shares themselves, but many institutions follow their recommendations by default. For example, if a provider offers an FTSE All-Share tracker, it wouldn't be straightforward to monitor thousands of companies therein so many of them outsource. The JCC deal only passes if 75% by value of votes cast are in favour That means a shift of even 5–10% can decide the outcome. Institutions often wait for ISS/GL before voting. If they raise valuation or process concerns, support can fragment quickly. ISS/GL focus on valuation assumptions, information provided to shareholders, process, and incentives.

The JCC/Solgold offer relies on a PFS covering only part of the resource and conservative metals assumptions so that it is appropriate for small shareholders to flag valuation and process concerns to ISS/GL now. Solgsmallshareholders will be doing this shortly. If you would like to join the group, please email solgsmallshareholders@gmail.com

Talk is cheap, Needy?

Well I have a bargain for you: Will you say to the ladies and gentlemen here that you care for them all as fellow shareholders and that you therefore encourage them to vote and vote now; particularly if they are against the Scheme because you are aware that being against the scheme and not voting is effectively a Yes vote. Will you do that, Needy?

NMM, Please accept my apologies, I have quite alot on today so will need to be brief. Have looked at 4 different share registers evenly spaced from 1 Dec 2025 until today. The summary finding: there is no sign of a retail sell out. The same major nominee platforms (HL, AJ Bell, ii, Citi, HSBC, State Street, Scotia Bank, Nothern Trust, Citibank, BNP Paribas etc.) remain broadly unchanged, holding roughly a quarter to a third of the company. That matters a great deal because not voting helps the Scheme. As we know, only active NO votes count against it. Blocking the Scheme on value requires more than 25% of votes cast to be NO which is achievable if even a portion of nominee held retail stock votes. The register shows PIs are still there. We don't know what turnout will be or how IIs intend to vote. We don't even know for sure who owns the shares in the nominee accounts but it's a fair shout that HL, AJB, II are all PIs. At 70% turnout rate, 0% No from IIs estimate 58% of nominees would have to vote No for S to fail. At 5%, 42.7% and 10% only 25% of nominee accounts voting no would see the scheme fail. We don't know what IIs will do and we don't know what turnout will be. What we do know is that NOT VOTING HELPS THE SCHEME PASS and is fatal for the No vote. So if shareholders are against the scheme, they must make sure they vote No otherwise they help the Scheme and the Yes vote.

Thanks NMM, give me a bit of time. Should have this before the close today.

NMM, you asked me for something last week. Sorry I didn't reply. Can you remind me what you are after? It was something to do with the register I think?

Needy,

I haven't checked for a couple of weeks but, last time I looked, the group owned just over 115 million shares. I'll check them later as we are going through the counterbid zone currently on the way to the vote. Your reference to me 'controlling 160 million shares' is false on both counts of course. We are a discussion group and folk are free to vote as they please. They all know that they must vote and not just fester. They know that not voting if they are against the scheme helps the Yes side and they know that the Yes side is highly organised and so the No side must be too. What is it about understanding the Scheme process and understanding voting rules that intimidates you so much as a shareholder, Needy? What is it that you are clearly worried about that makes you so angry all the time? It's just a Scheme, it's just a vote. We just need to make sure that everyone clearly knows exactly what is going on here. No room for bitter ruminating, no room for navel-gazing, no room for apathy. Take action now and get voting! So easy to do and the nominee account providers have it down to a fine art. Why does all this vex you so, Needy?

Needy,

Unsubstantiated such as my explanation of proxy monitoring or the importance of voting No rather than not bothering to vote; particularly if you hold via a nominee account? Shareholders should vote and vote soon. That is my message. Do you agree, Needy?

IP,

Already voted on HL AJB and II. Final one to do tomorrow. All against.Main thing is to VOTE whichever way.

I would rather keep owning the assets and have some share price volatilty than sell them forever at what I regard to be a 'fire sale' price. The MD &A Q1 clearly states that we have cash for 15 months based on cash at hand an no tranche 3. I don't want to sell forever at this incredibly low price and let 'stakeholders' do brilliantly with the assets over the next 60 years. We shareholders risked our capital and have always had opportunity cost. I want to kee owning the assets and not sell them at 28p.

One point that’s easy to miss is how much early voting can matter. Through normal proxy monitoring, Solgold and its advisers can see aggregate turnout levels and voting direction well before the deadline (without seeing who voted). If early votes against begin to appear, that can weaken perceived deal certainty and increase the risk of delay or additional scrutiny. Proxy monitoring is simply a way to see what the voting trend is. In certain circumstances, it can be rational for a bidder to improve terms to restore momentum and confidence. None of this requires coordination. This is simply how Schemes work in practice. That’s why it’s important for shareholders to vote early. Early participation affects confidence and momentum. Please vote everybody and vote NOW.

I'm busy working on many aspects connected to where we are now which a particular focus on process and procedure.

One issue that may be relevant from a process perspective is how the Board’s emphasis on funding risk evolved. In the Q1 MD&A, SolGold stated that it had a 15-month liquidity runway based on cash on hand and planned expenditure, without assuming receipt of the conditional third FN/Osisko tranche, and independent broker notes around that period continued to frame funding as staged and manageable.

By contrast, the 24 December announcement placed much greater weight on funding uncertainty as a central reason to recommend an irreversible transaction. Those positions are not technically inconsistent, but the change in emphasis is notable at the point shareholders are being asked to vote. Where completion linked incentives exist (as disclosed), it is reasonable to ask whether shareholders were given enough explanation to understand why that reweighting occurred, rather than being left to infer it for themselves.

Please vote everybody. It is straightforward to do and you will see when you do that there is a button to change your mind in due course as/when you wish to do so. Folk who are against this deal should be aware that not bothering to vote helps the Scheme and the Yes vote by reducing the denominator. The Yes side are highly organised.

Needy, how about giving the man a chance to speak and to express his opinion?

Needy, never got to 160 million shares actually. Could be a few less than we counted last time as some have sold a few. Will add them up soon and let folk know. Nothing I have ever said here is 'a fantasy'. What we need now is everyone to vote. If folk are against and don't vote, this helps Yes. Best to vote as soon as possible too. The company will be monitoring proxy voting to get a picture of how things are going.