Member Info for RodneyT

Add, It's been an absolute pleasure being here with you and thank you for all you've done. Whislt I totally understand your decision, my view is that, because we are (without doubt) in the counterbid window all the way through until the vote and Hearing, there is plenty of scope for an improvement to come; partiularly with such a gap between 28p and the derisked NAV (as per DV). Then there is the subject of the underlying spot prices and how those are flying. Anyway, thank you Add and I wish you all the very best.

Italian, have to wait for the S o A to be published by the Company. 21st Jan latest unless postponed by TP which is rare (10 to 15% of times). S o A will cover voting and HL will be informed and act shortly thereafter. Not able vote yet.

And I hope things work out for you too LostAG. Let's hope you had things almost spot on when you said this a couple of years ago, eh?! :-)

lostagain

Posted in: SOLG

Posts: 627

RE: SC interview27 Mar 2024 12:05

Every auction starts with a bottom bid 23p starter sounds fine by me

B, the over £1 million at 12.34 shows as unknown. Earlier smaller but still big ones show as Sells but its impossible to say with these things for sure. SP still up which is good.

Only the Scheme Court Meeting matters and JCC does not vote there, so just 28.5% is locked in.

If 80% turnout, the Scheme needs about 53% FOR overall, meaning about 24% extra FOR votes are required.

If 65% turnout, it needs about 43% FOR, so only 14% extra FOR.

If 50% turnout, it needs only ~33% FOR, so a tiny 4%-5% more extra FOR.

See the massive difference between 80% turnout and 50% turnout? 24% needed and then only 4% to 5% needed.

This is why low turnout helps the Scheme and is why Schemes that are, in reality, unpopular with thousands of small shareholders (particularly those holding via nominee accounts) are often still voted through! It is absolutely vital to vote ladies and gentlemen.

I found the after-hours Christmas Eve RNS really misleading on voting and percentages. interested what others think.

It placed JCC’s 12.2% stake right next to the 28.5% of irrevocable undertakings, which naturally reads as “40%+ support”. In reality, that impression is wrong for the vote that actually decides the deal.

At the Scheme Court Meeting (the key vote) JCC does not vote at all, so those numbers must not be added together.

The only disclosed support that actually counts at that vote is 28.5%, or roughly one-third of the eligible shares.

There is a second vote (the General Meeting) where JCC does vote, but that cannot rescue the deal if the Scheme fails at the Court Meeting.

So everything comes down to turnout at the Court Meeting, which is why nominee account voting is critical:

1. High turnout means the Scheme needs a lot of active FOR votes.

2. Low turnout means abstentions quietly help it through because the denominator is reduced.

For nominee holders (HL, AJ Bell, II etc.):

No instruction = no vote, and no vote helps the Scheme.

If you want to block it, you must return the proxy and get confirmation from your broker.

Turnout and nominee voting rather than headline percentages will decide this.

I think the RNS should have been much clearer on these fundamental mechanics, and I’m disappointed it wasn’t.

Just been looking again at the streaming agreement. The gold stream is valued contractually on a long term discounted cashflow basis not reference to the share price. The stream survives a change of control, and any full removal requires payment of its remaining economic value on an NPV basis under Schedules M and N. Using a long term gold price of about US$2,100/oz, that methodology implies a gold-only NAV of roughly US$1.3–1.6bn, or around 35–40p per share, before copper or silver. If spot gold price is referenced, the value moves broadly pro-rata, although the agreement itself is anchored to long term assumptions. The key point is that our streaming contract with FN/O embeds a long dated, asset level valuation framework that sits independently of the short term share price metrics emphasised in the Christmas Eve RNS. The copper and silver story is on top of this of course.

Meant to say that I had a look at this earlier and do not believe that anything therein would create an immediate liquidity issue for a non-pruducing explorer so I don't think 'it' is that.

NMM, The S o A timetable itself is relatively compressed once it starts. From Day 0 on 24 Dec it effectively runs straight through to the end of February, with limited scope for pause or reset. Since the 24 December RNS we’ve had no substantive operational news at all, despite Q4 having passed. That’s why it feels compressed in practice. We are being asked to make an irreversible decision within a fixed Code timetable, but on a largely static information set. I think DBW is making a similar point.

I think what we are seeing is best described as a 'completion weighted process'. Looking back at the CEO’s public remarks from late last year, there was a clear emphasis on long term asset value and de-risked NAV, including references to valuations well above current levels. That long term framing sits comfortably alongside the asset level perspective implied by the FN/O streaming agreements.

The Company’s own disclosures via the Q1 2026 MD&A, do not suggest an immediate liquidity crisis that would force an urgent transaction. Against that backdrop, the Scheme rationale places much greater weight on short term share price metrics, recent VWAPs, and the certainty of cash today.

It is a matter of record that material value crystallises for certain participants as/when Scheme completes, with option outcomes estimated at around $18.2 million based on the 28p consideration. I am not suggesting any impropriety, but it is part of the economic context.

Taken together, these factors point to a process that is weighted toward completion and certainty, rather than a fully balanced presentation of long term asset value versus timing and risk. Whether that balance has been sufficiently explained to all shareholders is, in my view, a reasonable question to pose.

I think the shares trading above 28p simply suggest the market is pricing in some residual optionality while the vote and Court approval are still ahead and reflects that the JCC 28p outcome is not yet viewed as certain to be executed as it stands. Shareholders and the market are having to assess a situation where Shareholders are being asked to approve a permanent sale of the company on a compressed timetable. The24 Dec RNS places significant emphasis on recent share price performance, VWAPs and the certainty of immediate cash consideration. At the same time, the Company’s own disclosures indicate that it was not facing an immediate liquidity crisis. The FN/O agreements entered into in 2024 value part of the underlying asset (i.e. gold only and not copper/silver) on a long-term discounted cash-flow basis and remain binding on whoever ends up owning Cascabel and can only be displaced by payment of their full remaining economic value. Those long-term indicators are not challenged, but nor are they substantively reconciled with the urgency and certainty rationale presented to shareholders after hours on Christmas Eve last year. In circumstances where material value crystallises for certain participants only upon completion, the question arises whether shareholders have been given a sufficiently fair and balanced framework within which to make an informed decision.

Quite right Bozi but I am making a different point. The point here isn’t that VWAPs are wrong or improper. Those short-term market measures do most of the work in explaining the 28p Scheme, while other relevant indicators of long-term asset value and financial position are less clearly reconciled. When shareholders are being asked to approve a permanent sale on a tight timetable, it’s reasonable to ask whether that balance is fully explained. In my opinion, I don't think it has been at this stage.

Reading the 24 December RNS again, what I notice is how much of the case for the 28p Scheme is built around recent share price performance and premiums to past trading levels. There is a lot of emphasis on VWAPs, the move since mid-November, and the certainty of taking cash now. It is all very much framed in terms of where the share price has been and that's about it.

Set against the above, the Franco-Nevada and Osisko gold streaming agreement looks at the same asset in a completely different way. That deal is based on long term project value, measured over decades of future gold production and discounted cash flows. It survives a change of control and can only be removed by paying the full economic value of the remaining stream on an NPV basis. The FN/Osisko agreements are therefore an asset level view, not a short-term market price view, and it only relates to the gold, before even thinking about our copper and silver! (NB: the FN/O agreement was made mid-24 when metals prices were way lower yet still, see my comments on streaming agreement buyout price based on the assumptions back then).

As shareholders, what we actually own, and what we are being asked to sell, is the underlying value of the whole company, not just a recent trading range. That is where the contrast feels worth thinking and talking about. One set of documents focuses on premiums to a depressed share price over short look-back periods. The other, entered into by the Company in 2024 with large third-party streaming partners, involved capital being committed on multi-billion-dollar asset value assumptions that will still apply as/when the Scheme completes.

We are being asked to make a permanent decision on the sale of assets we currently own. It seems reasonable to ask whether the focus on recent share price movements in the RNS fully reflects the longer term asset value that the streaming agreements implicitly recognise and which shareholders would be handing over for 28p a share were the JCC deal to go through.

Stack, We don't 'know that' at all. We would know that as/when the 28p bid is approved via the 3 steps in due course. All have to pass. In the meantime, we are in a scenario where a counterbid can come at any stage. Our situation is clearly mapped out by TP rules and counterbids are perfectly acceptable to be made at any stage as of now. Moreover, Solgold can withdraw its recommendation were it to release news that materially changed the value of the Company's assets so that the JCC bid was deemed no longer relevant to the revised situation given the news released.

One thing I keep coming back to is how the Franco Nevada and Osisko gold stream agreement sits alongside the 28p Scheme and what JCC's options are based on the 28p bid going through as is. Under Article 10 Change of Control of the July 2024 Purchase and Sale Agreement, a Scheme that hands control of SolGold to a nee party does not terminate the stream. It simply carries on and binds the new owner, provided they qualify as an Approved Purchaser, which JCC clearly does.

The only way to remove the stream would be an 'elective displacement', with compensation calculated under Schedule M and Schedule N. That means paying Franco-Nevada and Osisko Gold Royalties the full discounted economic value of decades of future gold production. Based on the economics they themselves accepted when investing, around $100 million for roughly 1% and$ 50 million for roughly 0.6% respectively, that compensation plausibly runs into the $1 billion. Don't forget that this was an agreement made with FN and O whilst Scott Caldwell was CEO and Chris Stackhouse was CFO.

What is striking is that, at 28p, the implied cost of clearing the gold stream alone could rival, or even exceed, the value being offered for the entire Company!! That naturally raises a question about where long term project value is being recognised, and where it is not. This all seems a bid odd to me. What do you think??

IP, I don't know why you address folk as you do. You make some excellent points but then often undermine what you wish to convey by being so impolite. Takeover Panel rules as well as the proposed S o A procedures are there for a reason and for all to see. I am not 'talking rubbish' at all. Your opinion is quite different. You think a counterbi will come (and I do too) but that is an opinion rather than a fact. The facts are as above - whether we like them or not; hence getting prepared well in advance. If a counterbid comes, great.

No, IP, No. A counterbid may come - and I hope it will and think it will - but it may not. With the latter in mind, we have to be as ready as we can for Scheme hearing i.e. 2 votes and a HC Hearing. We can prepare for those and that is what I am doing. This is not 'rubbish', this is reality i.e. what we have to deal with as of now.

Add, I totally agree with your last remark.

Here shortly why it is vital for all of us to instruct our nominee providers how we wish to vote. Concerning due process, much of the responsibility is with Solgold rather than JCC or any counterbidder. Things have to be done properly Needy. Proper due process and proceedings are what Judges wish to see when they are asked to approve S o A. At this stage, I am not accusing our Board of anything. What I am stating is that I am monitoring all aspects of the process and cross referencing to MAR and TP rules. Whilst this seemingly annoys you for whatever reason, it has to be done. As a group, we must have good records just in case we suddenly need them for the Hearing. Similarly, we must all know how important it is to vote properly with nominee accounts and the damage caused by either not voting or not getting an acknowledgement of one's vote from the nominee provider.

Needy, I have access to the share register. As Add has said already, the vast majority of PI shares in the UK are held via nominees. I shall be explaining to all h