Member Info for RodneyT

Probably, WM but not certainly. The odds are in your favour.

WM, Read the RNS 24 12 25 and SD 21 01 26. A counterbid from any party now is unlikely but it is not impossible. Simple as that backed up by the published documents. A counter becomes impossible as soon as the Scheme becomes Effective due on 4th March. Why a party would wait this long to counter I do not know and, as I have said often, I think the chances of a counter are unlikely. But a counter is not impossible to be clear. We covered this before.

That's funny WM :-)! 23 Feb PM. You were on fire! Reality now is that a counterbid could come at any stage prior to the Scheme becoming Effective which is due to take place on 4 March. A counter could even come from BHP or NMM! Nothing they have committed to stops them although I the chances of them doing so seem extremely slim in my view. Again, a counterbid is not impossible now but unlikely all things considered.

WM, . You were insistent that the major shareholders were locked into the deal post votes whereas the SD and RNS 24 12 show that they are not subject to a variety of conditions. I agree with you that the recent investments appear to be event driven arbitrage plays but that is separate to the topic of a counterbid which, although unlikely and unusual at this stage is not impossible. We had no prior knowledge of JCC stepping in and if NDAs work, we'd have no prior knowledge of a (cash?) counterbidder either. IP is fairly certain a counterbid will come so it seems. I am not but I also know we live in unusual times and that unprecedented things can and do happen.

Doesn't need to be WM. A Cash bid can come in whether the party owns shares (and has therefore been in the market) or not. A counterbid is still a slim possibility but not impossible.

Agree WM. It all looks event driven to me but with optionality in some cases as and when a counter emerges. The chances of the latter are slim now although not zero. Also, we are seeing extraordinary output from the US Administration. This is not over until it is over. On balance, it becomes Effective at 28p on the 4th. But it may not. Only time will tell.

Covered in the SD, Zoros. You're on the right track :-)

Very well said, Bozi.

ARO, October 2025 – CEO Dan Vujcic publicly posted on LinkedIn that, referencing analysis by Tim Huff of Canaccord Genuity, “even at a 15% discount rate, no TAM, just PFS – he values SolGold above 40p”, adding that as construction risk reduces “the incremental upside is immense” and that management was working to “maximise NAV”. The February 2024 PFS (effective 31 December 2023) forms the basis of the Company’s published NAV framework using long-term metal prices below current spot levels.

21 January 2026 – the Scheme Document includes the Chair’s statement that Jiangxi Copper “shares SolGold management’s vision” and refers to optimising value over the life of mine at Cascabel. The same document sets out directors’ interests and confirms that, under the Company’s incentive plans, unvested awards may vest on a change of control in accordance with plan rules.

April 2025 RNS disclosures recorded significant option grants to senior management, including tranches with a 7p exercise price. The recommended cash consideration under the Scheme is 28p per share. Those are published statements and disclosures.

Shareholders can read them side by side and reach their own conclusions. I have reached mine.

NMM, there was never any mileage in arguing the point about price. Process, procedure and fairness to all shareholders are the key points. And they can still be made on the 2nd. The latter is still being considered. Personally I do not believe the company has done anything unlawful based on the materials publicly available. I was busy elsewhere today and did not attend.

Pleasure, Mathers. The detail is important. Of course the chances are slim. But they are not impossible which is why IP is right to point that out. We have individuals here who were peddling for folk to sell out at 7p and 'wait for the 5p raise'. There was no evidence backing up those remarks (which I hope nobody acted on but suspect they sadly did) but there is clear evidence without any doubt from the SD that a counterbid can come at any stage up until 4 March no matter how slim a chance this may appear. Again, we live in unusual times. We will soon be at the 4th so this should be over soon even if the Hearing on the 4th is adjourned! :-)

For those saying the irrevocables cannot be withdrawn, that is not what the Scheme Document says and the SD is the Court facing document.

There are three categories of irrevocable undertakings and all of them contain lapse provisions.

First, the SolGold directors other than Nicholas Mather.

Part 6.1 of the Scheme Document states that their undertakings will lapse if any third party offer for SolGold is declared unconditional or, if implemented by way of a scheme of arrangement, becomes effective.

Reference: Scheme Document Part 6.1

Second, Nicholas Mather.

His undertaking contains the same trigger. It lapses if any third party offer for SolGold is declared unconditional or, if implemented by way of a scheme of arrangement, becomes effective.

Reference: Scheme Document Part 6.1

Third, the institutional shareholders including BHP, Newcrest and Maxit, representing 25.7 percent of the issued share capital.

Appendix III to the formal announcement states that their undertakings lapse if any person other than JCHK announces a firm intention under Rule 2.7 of the Takeover Code to make an offer on terms representing an improvement of 5 percent or more over the 28p consideration.

Reference: Appendix III

In simple terms, the undertakings are binding in normal circumstances, but they are not absolute. They fall away if the scheme lapses, if the long stop date is missed, if a third party offer becomes effective, or in the case of institutions, if a firm offer of 5 percent or more above 28p is announced.

That is what the documentation says. As I have said often earlier this evening, there is a slim chance of a counterbid at this stage as it is uncommon. But in law it most certainly is not impossible and the Scheme Document clearly aligns with this. There is no bone of contention. It is there in black and white and IP is entirely correct not to give up hope. My opinion is that the chances of a counterbid are slim but with 100% certainty, they are not nil. The Scheme Document shows this beyond doubt.

Sure was Mathers. Let me find you the exact wording. I will post and comment. Yes, I agree. Peddling hopelessness - just in case!

WM,Your reference to Rule 21.1 and Executive consent relates to frustrating action and the application of restrictions in competing situations. It does not make a competing offer legally impossible after a vote. It simply recognises that the scheme process may already be partly implemented and gives the Panel discretion.The correct legal position is straightforward and I have referred to it before:

Once the scheme is effective, it is done.

Before it is effective, it is not done.

Are late competing offers unusual? Yes.

Are they legally prohibited before effectiveness? No.

Saying “name one example” does not alter the statutory framework. The absence of frequent precedent reflects market dynamics, not the legal position. So we are now in a in a low probability window, not a 'no probability' one which is exactly what I said earlier this evening. As a shareholder, you would like a higher bid wouldn't you WM?

WM, nothing for 'us' to do. The vote is not binding until the 4th and anything can happen before then. Unlikely a counterbid will come. It would be unusual but then we live in unusual times so we shall see. In law, the door remains open.

Panda, I doubt whether a counterbid WILL come but you are totally correct in suggesting it one COULD come and it is incorrect for others to state we are 'done' as of now. Last orders have not been called just yet. The Scheme has been approved at the Court Meeting and General Meeting. However, under Part 26 of the Companies Act 2006, a scheme of arrangement does not become effective until the Court sanctions it (Sanction Hearing currently listed for 2 March), and the Court Order is delivered to Companies House (expected effective date 4 March). Until that happens, the transaction is not legally effective.

A competing bidder can still announce a firm intention to make an offer (Rule 2.7) at any time before the Scheme becomes effective. If a superior offer is announced before sanction, the Court can adjourn or decline to sanction the existing scheme to allow shareholders to consider the new proposal. The Board would be obliged under the Code to consider any higher offer in shareholders’ interests. So, while the shareholder vote has passed, the legal window is not closed until the Scheme becomes effective. Is a late counterbid common? No.Is it legally possible before 4 March? Yes.

Once the Court sanctions and the order is filed, that is the point of no return.

Until then, the door , in law, remains open and you are entirely right to suggest this as it is true and correct.

Hear hear Add, a revolting picture indeed.

F,

What on earth are you talking about? How do you know what I am or am not doing? Today is a voting day. A judge will review process procedure and fairness. Also, what evidence would you like to offer of the Company doing something unlawful? Do you know if there is any evidence of this? 'Confidence Trickster'? I wanted and want a fair outcome for all shareholders. That can't be achieved screaming profanities at a vote or on this board. What evidence do you have of wrongdoing F?

M, I was not referring to price. I was referring to process, procedures and fairness. Do we know if any shareholder(s) will make a submission to the Court?

WM,

'A formality' is not correct. Most do get approved but not all. If it were so certain, why would a Hearing be required?