Member Info for RodneyT

Precedent, apologies.

Element, there is no precident for any counterbid to have to have been disclosed at this stage of proceedings. Having received this topic last week, a higher % of counterbids are made pre S of A but many are made after the S o A too. That there has been no counterbid so far is not material based on previous situations and where we are now.

..from an old position of 5.046736% to a new position of 5.14104%. No evidence of any sells there.

Zoros, Your bank is absolutely wrong to say that to you and any other of their customers. Not only are there 2 votes to pass but also there is plenty of time for a higher bid to land. Above all else, the current Scheme has to be approved by a High Court Judge. Many are but some are not. Your bank is premature just as The Times was writing off the prospects for Hurricane Energy shareholders the day before Mr Zacaroli threw out the Board's proposals after which the share price rallied by 800%.

NMM, it’s really about timing. Back in Q3 2022 (end-Sept) the MD&A quite rightly showed around 42m options outstanding. That was before the CEO change and before a lot of the older tranches naturally rolled off. Since then it’s been the usual mix of expiries, lapses and some exercises, with only fairly small new grants coming back in. If you look at the latest interim numbers from SolGold, go to the share-based payments note and simply add up the options outstanding at period end, you end up with just under 19m today. So both figures are fine, they’re just from different dates. For the Scheme discussion, the current figure is really the one that matters, as those are the options that crystallise on a change of control.

Happy to be corrected if anyone has a more recent tranche breakdown from the company.

Before Scott Caldwell became Interim CEO in November 2022, SolGold had around 19m options outstanding, largely legacy, high-strike (£0.37) awards that were well out of the money and have since expired. By June 2025, the option pool had grown to around 103m options, with roughly 70m granted during the Interim CEO / CEO period, mostly at much lower exercise prices (around 7p–25p, with a weighted average near 14p). At a 28p Scheme price, many of those options have immediate intrinsic value, particularly given that LTIP awards vest on a change of control. That doesn’t imply anything improper, it just means “certainty today” has very different value depending on where you sit. For long-term shareholders, the vote is therefore about whether 28p fairly compensates you for giving up the long-dated optionality described in the PFS, not about what works best for closing a transaction. NB All of these figures and details are extracts from the Company's own published documents.

The March 2024 PFS remains SolGold’s latest technical statement: a US$3.2bn after-tax NPV, reduced capex and strong long-term economics. None of that was withdrawn or qualified when the 28p deal was agreed. The price doesn’t contradict the PFS, it reflects a Board judgement that certainty today is preferable to optionality tomorrow. That’s a choice, not a valuation.

At Guyana Goldfields, shareholders were told similar things, risk was high, timing was poor and no better outcome was visible. Patrick Sheridan challenged that framing on process grounds. Once shareholders refused inevitability, value didn’t disappear, it re-priced materially higher.

It’s also public record that Maxit Capital was involved at Guyana Goldfields and is involved with SolGold today. That implies nothing improper, but it does make comparisons of process reasonable.

A Scheme vote isn’t about predicting another bidder. It’s about whether 28p fairly compensates shareholders for giving up long-dated copper optionality the company itself still stands behind.

Z, I don't agree with that.

If this asset were as unfinanceable, unattractive and broken as you suggest, there wouldn’t be a firm 28p cash offer on the table from a strategic copper major, nor would there still be scope for counterbids. You don’t see serious bidders turning up for projects with “very unattractive IRRs” and no future.

Yes, Cascabel is capital-intensive and long-dated but that’s been true for a decade and is precisely why it’s a Tier-1 asset rather than a short cycle trade. The dilution point is also overstated, major copper projects are not funded like AIM juniors, they’re funded via partnerships, streams, debt, sovereign support and M&A. That’s how assets of this scale get built.

On politics and security, Ecuador has just tightened and clarified its mining framework and is actively positioning large copper projects as strategic. That’s not the backdrop of a jurisdiction trying to scare capital away. Most importantly, the market clearly does not agree that this is an “escape route” from a busted story. The shares are trading around the offer price with strong liquidity because there is recognised optionality, either through a higher bid, improved terms, or the asset continuing forward under a different structure.

People are tired, fair enough. But tiredness doesn’t turn a Tier 1 copper asset into a zero and it doesn’t explain why a firm bidder is prepared to write a 28p cheque today. That’s a real price discovery point, not “musical chairs”.

Selling for certainty is a choice. Intimating that the asset has no value beyond that seems like giving up the argument.

Ort, one more thing, I’m not alleging wrongdoing, and I’m not saying any rules have been broken. But having looked at the past history of some of SolGold’s corporate advisers and senior executives, and how similar situations have played out elsewhere, I’ve come to the view that the cumulative journey really matters here. In previous cases, assets were sold or financed at stressed points, advisers were incentivised to complete transactions, disclosure was conservative, and outcomes later looked stronger once assets had changed hands. That doesn’t prove anything improper but it does explain why long-term shareholders are sensitive to process, timing and alignment.

Against that background, and with SolGold now approaching an irreversible Scheme vote on a tight timetable, it feels reasonable to assess not just the headline terms, but how we arrived here. Courts and regulators don’t look at fairness as a single moment in time, they look at the whole journey.

That’s a process conclusion, not an allegation.

Ort, who knows? There might be an initial dip, but it’s easy to see a scenario where the price recovers and goes beyond 28p if a new Board comes in promptly, sets out a credible de-risking plan, and retains FN/Osisko support.

NMM, I see it a bit differently. For me, the cumulative journey to what is ultimately an irreversible decision really matters. And it’s worth keeping in mind that this only goes through if all three approvals are obtained. Miss one, and it doesn’t complete.

Notwithstanding the scope for material company news, a counterbid, and the publication of the Scheme document, the process now has a clear end point. Shareholders are heading towards two votes, first, the Court Meeting, which needs both a majority of shareholders voting and 75% of shares by value, then the General Meeting, which needs 75% of votes cast, followed by Court approval. After that, the decision is irreversible.

Courts and regulators don’t look at fairness as a single snapshot, but as something cumulative. They look at how shareholders arrived at the decision point.

Taken together, there are a number of features that shareholders are entitled to notice. Last year’s March transaction shifted voting influence without a shareholder vote. The firm offer was announced after hours on 24 December, meaning shareholders couldn’t react through the AGM vote that immediately followed. Since then, there has been very little operational news, despite earlier references to ongoing workstreams. None of these points is improper in isolation, but each one affects how informed and engaged shareholders are at key moments.

Individually these may seem like small things. Collectively, they shape the environment in which shareholders are now being asked to make a one-way decision. That’s not an allegation, it’s simply why process, timing and information flow matter so much in a Scheme and I think this is what Quady is saying too.

In light of the current Scheme of Arrangement and where we are in the process, it’s worth keeping some recent history in mind. The March 2025 JCC sale didn’t legally require a tender or a shareholder vote, so it was lawful. That said, it did result in a meaningful block of voting shares moving to a strategic party at a low point in the share price, without shareholders having any say. That doesn’t make it wrong, but it does form part of the background as shareholders are now being asked to approve a Scheme involving the same party, on a tight timetable and with limited new information.

For completeness, there are actually several ways a Scheme can fail.

First, at the Court Meeting. A Scheme must pass both the headcount test and the 75 percent by value test. If it fails either one, the Scheme is dead.

Second, at the General Meeting. A separate special resolution needs 75 percent of votes cast. If that fails, the Scheme also fails.

Third, even if both meetings approve it, the Scheme still needs the Court’s sanction. If the judge is not satisfied that the process was fair or that shareholders were properly informed and represented, the Court can refuse to approve it.

All three stages matter. Miss any one of them and the Scheme does not go through.

That’s why turnout, timing and engagement are so important, especially for retail holders using nominee accounts (i.e. most of us here!)

Morning,

As and when the S of A is published, we will learn more about the next steps in the process. Vital for all of us to vote and be absolutely sure that our vote either way is COUNTED. A key issue is as follows and it is vital to grasp this point.

In a Scheme of Arrangement there are two shareholder meetings, but the key one is the Court Meeting. That vote has two tests. One is by share value, but the other is a headcount test, meaning a majority of shareholders who actually vote.

If your shares are held through a broker or platform, they sit in a nominee account. That nominee counts as one “shareholder” for the headcount test, even though it may represent hundreds or thousands of individuals underneath it. If you don’t actively tell your platform how to vote, your view usually won’t be reflected. In many cases the nominee will either abstain or follow the board recommendation by default.

Abstaining doesn’t count as voting No. It just takes your holding out of the equation altogether, which in practice makes it easier for organised or default votes to pass the Scheme.

So if you hold via a nominee and you want your vote to count as No, you have to actively submit a voting instruction through your platform before the proxy deadline. Posting on a BB or assuming your broker will “do the right thing” doesn’t change the outcome.

That’s not a criticism of anyone. It’s simply how Schemes work. So important to understand this key point well in advance. THE BULK OF SHARES HERE ARE LIKELY HELD IN NOMINEE ACCOUNTS.....HL, AJB and so on. Hope this note gets you thinking about this.

Thanks NMM, will factor that into other stuff I'll look at in the morning. Appreciated.

If you look back through SolGold’s own RNSs during 2025, there were quite a few references to things that were expected to move along over the course of the year. Back in April, when the Company talked about the early production open pit strategy at TAM, it said the drill programme was expected to start in early May, run for around three months, with assays following roughly a month later, which on their wording pointed to results over the summer into early autumn. In May, the company announced the environmental licence had been granted at Porvenir and said technical and economic studies were underway and would be shared when complete. Then in July, the execution plan RNS talked about early works mobilisation being planned for Q3, and the stream financing updates around the same time reiterated the staged FN/Osisko funding structure, with the next tranche linked to progress. In November, the company also said it was aiming to release an indication of the initial TAM resource “in the coming weeks”.

Since the firm offer announcement on 24 December there haven’t been any substantive operational updates. That may simply reflect being in an offer period, but given what was previously referenced during the year, it feels reasonable to ask how those items now stand, or whether the position is unchanged.

In Scheme situations, timing and information naturally take on extra importance, because shareholders are being asked to make a one-way decision on a set timetable. That’s why the period before the Scheme document is published tends to matter most.

If anyone has seen an RNS covering these points that I’ve missed, please say.

:-) Happy New Year Add!

You may well say that Add, I couldn't possibly comment. :-)

One thing that’s worth bearing in mind in situations like this is that any party genuinely capable of bidding will almost certainly have either signed an NDA already or decided not to proceed. That’s normal and lawful, but it does mean those parties are likely working with more information than the market.

That’s why the public information window before the Scheme document is published really matters, especially for smaller shareholders who don’t have access to private diligence.

In SolGold’s case we’ve had no substantive news since 24 December. That isn’t a breach of anything, but it does mean the decision frame is already quite narrow for PIs. If the Scheme document were then published early, ahead of the 21 January deadline, that would squeeze the process further by locking shareholders into a court timetable sooner, without adding any new public context.

On balance, most counterbids that happen at all tend to appear before a Scheme document is published, and most Scheme timetables are not extended. Late bids and deadline extensions do occur, but they’re the exception rather than the rule. Early publication is allowed, but it’s also less common than publishing close to the deadline.

None of this is an allegation. It’s just how Schemes work in practice. Timing shapes outcomes, and before the Scheme document is published is when timing and information have the most impact for shareholders.