Member Info for RodneyT

I think the fact that the document is Court facing by definition has revealed a package that is 'more than the sum of its parts'. Parties who have previously signed NDAs might be interested to review it. They will be familiar with much of Solgold already. What about 'new' news? Hole 77? CIPA? and so on. Where's that?

IP, I know exactly how you feel. We must press on from here to make sure the votes and Hearing are as good as possible for all small shareholders.

Many thanks Swanley. Really useful. Will use that alongside my other papers. Great stuff.

Darren, I'll do a full summary of the vote this week and post it here. I will be voting no too but the main thing is for folk to make sure they vote whichever way as not voting at all helps the Scheme disproportionately by reducing the denominator. I will cover Nominee accounts too.

Maybe for similar reasons why it is suddenly right in front of the reader just under the options table that the options are immediately vesting on change of control so that the holders don't have to wait until 2027 and later to exercise them. Until now, it took significant cross referencing and examination of small print to confirm this point.

Beg to differ, Aqui. Not news, per se, but much information all in one place in a Court-ready document as never before. As I said 'This significantly reduces perceived sovereign and execution risk which is a positive development that may not have been fully reflected in the market before. The effect isn’t to justify the price, but to put it under a harsher light.'

Also, by fully documenting the de-risking, the Board has made the price and not the process the hardest thing to defend. If a clearly superior bid emerges, a rigid position quickly becomes untenable because directors’ duties shift from managing timetable to maximising value. In practice, no board can credibly maintain support for a lower price once a materially higher, deliverable alternative is on the table. More work to do but I am content with what has come to the fore this evening in a collated format and Court-ready.

Another point which could be important - particularly those parties who signed NDAs during the lockdown period or just after. Those parties don’t need to relearn the resource , they need to know what’s changed. This Scheme document pulls permitting, stability and finance into one court grade narrative and therefore lowers the barrier for previously interested parties to re-engage if the price now looks wrong. In my view, the latter looks very wrong having reviewed the papers over the last 2 hours.

Well, we are all going to need to review those documents carefully over the coming days so that we can be ready for the vote. The Scheme Document is a factual record of what SolGold actually owns and has secured and it will have to withstand scrutiny from both shareholders and the Court. In doing so, it quietly reinforces something extremely important and that is that SolGold has now materially navigated Ecuador’s permitting, contractual and investment protection regime. The exploitation contract, legal stability framework, arbitration rights and third party project finance are all set out coherently in one place for the first time - we have not seen things presented in this way before. This significantly reduces perceived sovereign and execution risk which is a positive development that may not have been fully reflected in the market before. The effect isn’t to justify the price, but to put it under a harsher light. Against this clearer, more de-risked picture, 28p looks increasingly hard to defend. In short, I think the document increases the prospect of a higher bid or counterbid and that the latter remain a very real possibilty. Again, I am not saying that a counterbid will be made. I am making the point about a positive development which may not have been fully reflected in the market until now. I note no reference to the explosion in silver, gold and copper prices since Christmas Eve and the investment bank forecasts for future prices. Possible suitors will be know about this, of course. That is my first impression. Much work to be done as was the case over Christmas after out of hours Christmas Eve RNS.

Quady, the S o A is out. Can you please review the papers and comment here rather than posting that stuff?

See above

Quady, Are these references to 'Nonsense' and 'that's not true' really necessary to make your point and have a conversation?

Back to proceedure/process. The well-known ABN AMRO case back in 2007 is a good illustration of my point. The board’s early support for a friendly deal with Barclays was procedural, not determinative.It allowed the process to run in an orderly way, but it did not lock the outcome. Once it became clear that control could transfer at a price others judged unacceptable, the Royal Bank of Scotland-led consortium intervened and ultimately won. The point isn’t that support equals intent to bid later; it’s that early procedural support does not freeze the endgame when control and value are genuinely in play. Hence my point about BHP being perfectly able to bid if it wishes to and why it may have done what it has done in going along so far. If they intend to bid, they have lost nothing and may have gained intelligence in doing so.

Which part is 'not true' Quady? Silence and support aren’t the same. If BHP had stayed silent, the market would likely read that as hostility or uncertainty, which can destabilise the process, trigger a defensive response, and force premature escalation. Early support lets the timetable run in an orderly way, keeps relationships and access intact, avoids being labelled the blocker, and still doesn’t remove optionality. Silence tests, but it tests by creating friction.Support tests while keeping maximum strategic control over how and when to act. Game Theory involves games Quady!

Quady, There were a few references to Game Theory when the JCC bid was first being referred to and we know with no doubt that, given certain scenarios, the 'irevoccable' support given by the parties including BHP are rendered worthless. I think you are factoring in that BHP's “support” under a Scheme is a final, binding position. For a holder like BHP, early support can be a tactical choice: it allows the process to run, tests whether control really will pass cheaply, and avoids forcing an early price signal or confrontation. Voting against from day one would have collapsed the process immediately and removed optionality; supporting the Scheme keeps all options open, including a later counterbid from BHP. Again, I am not saying a counterbid WILL come. I am not saying that the JCC bid of 28p won't win. My opinion is that there will be a counterbid and that BHP are among the parties able to do this. Nothing in their pledge prevents them from bidding themselves. But first the S o A. The clock is ticking!

Lost,

UK Takeover Code, Rule 30.1 (Offer document):

“Except with the consent of the Panel, an offer document must be posted not later than 28 days after the date of the announcement of a firm intention to make an offer.”

ARC, there could be method in the madness yet. Despite being frustrated with lack of news myself, I have not found any reason to suspect wrongdoing so we are where we are. Today is important, though, and that S oA has to be pubished unless the TP agree to a delay. Let's see what happens.

Christmas Eve's after the close RNS commits the company to publish the S o A within 28 days, save with Takeover Panel consent — so 23:59 today is the practical deadline. If this is missed without an announced extension, the Scheme timetable is procedurally broken. Process and proceedure are key issues with S o A and Judge oversight.

In previous scenarios like this, power shifts away from the bidder and board-controlled timetable, and back to shareholders and the market. For PIs, that means time pressures are eased and, optionality improves - no more 'take it or leave it'. For JCC, it would mean loss of momentum and leverage. Any continuation typically requires either a reset, a higher price, or a different structure. History shows this leads to delay, repricing or withdrawal. What it does not usually lead to is a quiet continuation on the original terms. Let's see of the S o A (and maybe a preceding RNS news update) still arrive today.

Good morning Quady, I did that a few days ago. I never delete posts so just search. Last Friday or thereabouts. BHP and all the others are free as birds in the event of a counterbid.

Having reviewed these 2 public documents, it is hard to believe BHP would simply walk away from SolGold. Copper is framed as the core long term growth metal, Tier-1 like Cascabel are are prioritised and geopolitical awareness around future copper supply is front and centre. Where BHP is now at Solgold does not equal conceding value or control. Preserving optionality in a world-class copper system is exactly what you would expect. Acting later would be entirely consistent with that approach. I have never stated that a counterbid WILL come from BHP or any other party but my opinion is that a counterbid will come and that BHP remain a strong contender based on the content of their last 2 annual reports.

Needy, If the 28p JCC bid SoA is voted against, I have repeatedly repeated my view that this would likely cause volatility with the share price falling significantly from 28p i.e. much less than now. I have also said that I would rather that happen and ownership of the assets are kept by shareholders rather than they be sold forever at a fire sale price. Giving up and quitting is what you encourage Needy. It's a bit like sledging. Plenty of time between now and the votes and Hearing. Plenty of time for at least 1 counterbid. Of course I know you don't like to face that reality but that's what it is Needy. Reality.

Needy, Read the RNS and you will see that we have weeks to go plus all the parties who have pledged irrevocable support to the JCC bid can 1. Bid themselves at any stage 2. Pull their support and support a new bid. 3. The company can pull its support if deemed in shareholders' interest to do so. This could be due to significant news from Cascabel or something else. Try as you might, Needy, this is not a done deal at 28p and there is no certainty at all that JCC will end up owning Solgold at any price let alone 28p. The result is impossible to know so there is no inevitability here despite you painting this picture relentlessly.