Member Info for RodneyT

JPM in there somehow too with just under 5%. None of us can influence turnout on our own but if we all make sure we vote, we can influence it together. I am voting no but please vote whichever way you choose.

Needy, we can all refer to public records as and how we wish here so long as this is done within the law and no allegations are made.Concerning legal advice, we'll see. Nobody is making allegations at this stage. There is no 'case' at this stage. As and when there is, it will be agreed how to deal. There may never be allegations made, but there again, there might be. Who knows, Needy. I'll be talking to the solicitor about Solgold over the next few days.

Needy, do you want a higher price for your shares than around 28p? Do you want a fair outcome for all small shareholders? Concerning 'strategy', I only quote from publicly available material and have only posted a small sample of what I have already here. Mum's the word Needy. I'll work away every day trying to find more. Today was a great day. Terrific actually.

That's right ARO, as Morgan Freeman days, the easiest way to guarantee losing is to quit. Ain't happening. We've got much work to do and it will be done. Plenty still to come out of the Scheme doc, process and so on. Pressing on.

1. Shareholders are being asked to vote irrevocably. At the same time, management knows there may be future personal economic gain post completion. Shareholders do not participate in those incentives. This asymmetry is why courts care about disclosure because they affect how recommendations are perceived. 2. Timing. Before the LPD, before the shareholder vote but after the bidder emerged. That timing makes it relevant to how the recommendation is assessed and whether shareholders were given enough context when weighing 'deal certainty'. 3. Combined with funding uncertainty being the key rationale, JCC technical proximity and the Board's recommendation, the question is, were shareholders given a sufficiently complete picture of the incentives and perspectives influencing the recommendation? This is a process fairness question. Clarity around process disclosure and alignment matters in a scheme where the outcome is irreversible. There is no allegation that management cut a deal or incentives were agrees, recommendations were influenced, quid pro quo existed and so forth. This is a question of process disclosure and alignment.

"JCC has engaged in limited preliminary discussions with the Solgold Board concerning proposals to put incentivisation arrangements in place for the benefit of certain members of the Solgold management team following the Effective Date. No incentivisation arrangements however have been confirmed as at the Latest Practicable date". This disclosure does not say anything improper happened but in a Scheme context it raises three legitimate process questions.

Well done Smick. Strong references and message. Base case is that if one wishes to vote No, one must vote. Must! Not bothering to vote if you are against the bid directly helps the Yes.

Shareholders are being asked to approve an irreversible Scheme primarily on the basis of “deal certainty” and asserted funding uncertainty associated with developing Cascabel on a standalone basis. That framing warrants closer scrutiny. During 2025, access to further third-party funding under the gold streaming agreement was not withdrawn but remained contractually conditional, with eligibility dependent on technical, permitting and funding-readiness assumptions.

At the same time, JCC was both a technically knowledgeable stakeholder familiar with Cascabel’s development planning and, subsequently, the bidder whose offer emphasised funding uncertainty as part of its rationale. That overlap does not imply misconduct, but it does raise a reasonable process and disclosure question: whether shareholders were given a sufficiently clear and balanced explanation of how development strategy, funding conditionality and bidder involvement intersected during the critical period leading up to the recommendation.

In those circumstances, shareholders may reasonably conclude that the standalone risk narrative underpinning the recommendation was incompletely contextualised, and that further explanation should have been provided before being asked to accept a full and final outcome.

A vote against the Scheme can therefore be a principled response based on process integrity and disclosure adequacy, not simply valuation disagreement.

Mathers, you've never been spiteful or silly in my view! :-). Yes and I am exploring that. Of interest are 1) The MD&A Q1 26 statement (15 months cash, worst case scenario comment), Christmas Eve RNS remarks and comments about financial status in the papers last night. Together, do they make sense? Or, if not, why not? Extremely important things these for the Hearing. Thanks for raising.

Fair enough NMM, I accept that and thank you. The key point, though, is that turnout itself isn’t something PIs can control. What we can control is whether our own shares are counted. If you oppose the deal, the only rational action is to instruct your nominee and vote NO — silence just increases the chance the Scheme passes. I do accept that theory and practice are different and that I agree with your in reality finding rather than my maths based one.

Smick, Sure, variety of variables can be used to form a sort of stochastic analysis of outcomes but at this early stage I think 1 thing is quite clear: if shareholders want to vote No, they really must force themselves to vote and must not want to vote no and not do so! I will look at the scenarios and come back to you. In the meantime, did we all spot in the papers that ' 10.2 The aggregate fees and expenses which are expected to be incurred by Solgold in connection with the Acquisition are estimated to amount to approximately £ 19,241,110 for Financial and Corporate Broking Advice'?.............Plus VAT of course. What do we think about that?

Most of us know that Prax has gone bust but that was not to do with their purchase of Hurricane and the Lancaster Field which continues to perform beautifully and well in excess of the projections put in front of the Court since the S of A was voted for in mid 2023.Hurricane/Prax is a reminder that schemes aren’t decided by who shouts loudest about value, but by who actually vote. Silence helped Prax and silence will help this deal too if we let it so if you wish to vote No then please make sure you vote. We can all determine whether we vote or not but none of us can control turnout on our own. If you wish to vote Yes then please do so or don't vote at all as this helps the Yes vote.

• Scheme Shares (ex-JCC): 2.64bn

• YES-aligned holders: 1.20bn

(BHP, Newmont, Board, Maxit, DGR etc.)

• Everyone else: free float / nominees

• Scheme passes if YES ≥ 75% of votes cast

• Scheme fails if NO > 25% of votes cast

1. Lower turnout reduces the number of NO votes needed

2. But only if NO voters actually vote

3. Silence by NO-minded holders helps YES

All three are true. The Scheme is decided on votes cast, not the whole register. That means lower turnout reduces the number of NO votes needed — but only if NO shareholders actually vote. If people who oppose the deal stay silent (especially through nominee accounts), their shares don’t count, the denominator shrinks, and the organised YES votes automatically make up a higher percentage. In a Scheme, silence doesn’t block a deal — it makes it easier to pass.

Worked examples (worst case, all DGR-related parties voting YES):

• 70% turnout: about 1.85bn votes cast → NO needs 460m shares (>25%) to block. That means roughly 33% of the free float must actively vote NO.

• 60% turnout: about 1.58bn votes cast → NO needs 395m shares. That’s around 27% of the free float voting NO.

• 50% turnout: about 1.32bn votes cast → NO needs 330m shares. That’s roughly 23% of the free float voting NO.

The maths still works even in the worst case but only if NO-minded holders actually instruct their nominees. Without that, silence and low turnout simply hands the advantage to YES.

For PIs who want to vote NO, the safest and only controllable action is to vote. You can’t control overall turnout or how institutions vote, but you CAN make sure your own shares are counted. In a Scheme, silence only ever helps YES. Voting is the only thing an individual shareholder can do to protect their position.

I am looking at the Share Register now trying to see how things look with voting and various turnout scenarios. Meanwhile, please see below:

There are two votes on the SolGold Scheme.

1) Court Meeting (the key vote – this is where the deal is decided)

To pass, the Scheme needs:

1. a majority of shareholders voting, and

2. 75% of the votes actually cast to be YES

It’s votes cast, not the whole share register, that count.

If more than 25% of the votes cast are NO, the Scheme fails.

This is why turnout matters for those who wish to vote No

2) General Meeting (secondary)

This approves the mechanics.

It also needs 75% of votes cast to pass.

If it fails, the Scheme cannot go ahead.

Nominee accounts (this is crucial)

If you hold shares via HL, ii, AJ Bell, Barclays, etc.:

1.Your broker is the shareholder, not you.

2.Your shares only count if you tell your broker how to vote.

If you do nothing:

1.your shares may not be voted at all,

2.which helps the YES side, even if you oppose the deal

Because the test is based on votes cast:

1.people who oppose the deal but don’t vote shrink the NO pool,

2.which makes it easier for the Scheme to pass.

If you’re in a nominee account and don’t actively vote, your shares probably won’t count and that makes it easier for the Scheme to pass. If you wish to vote No, it is vital to vote; particuarly if you hold shares via a nominee.

Have to do better than that Needy! Don't know why others block you, I enjoy our little chats :-)

Needy, 'Working for Mather'? Is that what you are saying here? That's a serious allegation. As far the Hearing is concerned, solgsmallshareholders@gmail.com welcomes new members, the group is active and we will add up all our votes again shortly as some have sold some off. We will then discuss voting and the Hearing. We have a Solicitor ready to go to represent us at the Hearing. At the moment, he is reviewing events so far to explore whether there may be points of interest to submit to the Court. Lots going on but it's all just a fantasy and in my imagination isn't it Needy? :-) Sharing points of interest here and staying proactive at all times is 'attention seeking' and really we should all just roll over and give up now! No, Needy, no, so many folk here won't quit and they know perfectly well that plenty can happen here in the next few weeks.

Needy, I'll be busy here over the next few weeks as we continue through the counterbid window on the way to the votes and Hearinrg. Quite happy for you to mock, abuse, sledge all you like. My objective here has always been a fair outcome for all small shareholders. Child-like isn't it, Needy?

Matters, I see your point of course. Were it to be rejected, I would personally like to see a completely new executive Board elected. Of course this could change the status of the share options issued currently.

Needy, A counterbid may or may not come. The JCC bid may be successful and it may not be. If not not, the price is likely to fall and significantly. I would be fine with that as we would still own our assets rather than they be sold forever at a fire sale price. Parties who have signed NDAs in the past are potential bidders for obvious reasons. Nothing is certain here Needy. Nothing is inevitable. We remain in the counterbid window all the way up to the end of next month. Have you decided how to manage your anger between now and then, Needy? Not good for you and neither is heavy drinking!

Quite right Swanley. Process, procedure and the Judge being satisfied with those plus the ability for all shareholders to make a decision to irrevocably sell their assets based on the same details at the same time as all other shareholders. Those points along with others are key. Price and value are not. News can be key. What and when. I have some papers on this topic but your one is excellent.