Member Info for RodneyT

To be quite clear, I believe there is every reason to envisage that the company is currently relying on the protection allowed under MAR 17(4). The timing, the removal of NAV sensitivity disclosures, the market context, and the absence of updated guidance all point toward the company choosing to delay the release of inside information while it believes the conditions for doing so are satisfied. That in itself is not necessarily improper, but it does raise valid questions about whether the delay still meets the required legal test, and whether shareholders are being left at a disadvantage during a critical period.

My view is that the company would never knowingly impinge on the interests of any shareholder. Moreover, I believe there will be significant news before the end of this month which will bring much more clarity than we have currently.

Thanks. I’m not asking SolGold to do something no other company does. I understand that most resource developers don’t publish NAV updates outside of formal studies or financial results.

But in this case, SolGold was sharing NAV-related sensitivity information and then stopped, even though copper, gold and silver prices have gone up and there are clearly important corporate developments taking place. The issue isn’t about expecting something unusual. It’s about why the company has stopped providing information it was previously willing to share, especially when the market would reasonably consider that information relevant.

Up until recently, SolGold appeared to follow the FCA’s standard of fair, clear and not misleading principles. Publishing NAV sensitivities alongside its PFS met that test and gave shareholders a consistent view of value. Now that information has disappeared without explanation, even though market conditions have become more favourable. It’s reasonable to ask what changed, and whether this new approach still meets that same regulatory standard.

If the company has updated NAV work internally or has been modelling new outcomes based on changes like the gold stream or asset integration, and if that information is material and price sensitive, then it should be disclosed unless the legal test under MAR 17(4) is clearly satisfied. That test requires three things to be true at the same time. First, the company must have a legitimate interest in delaying disclosure, such as protecting ongoing deal negotiations. Second, the delay must not mislead the market. That means the absence of disclosure must not cause investors to form an incorrect or incomplete view of the company’s value. Third, confidentiality must be maintained. If any of these conditions fails, the company is required to disclose the information without delay.

Rule 2.6 is known as put up or shut up. It kicks in when a bidder is named publicly. Once that happens, they’ve got 28 days to either make a firm offer under rule 2.7 or walk away. If they back off, they’re blocked from making another bid for six months unless the Takeover Panel agrees otherwise.

Rule 2.7 is when the bidder goes public with a firm offer. That includes the offer price, the terms, confirmation that the funding is in place, and whether the target company’s board supports the deal.

Most bidders avoid being named under rule 2.6 unless they’re fully ready. Once they’re named, the countdown starts and the pressure is on. Instead, bidders usually work things out privately with the company, get board support, line up the funding, and then go straight to a firm offer under rule 2.7. That avoids deadline pressure and the risk of being locked out if the deal isn’t quite ready.

About 80 percent of public takeovers on the LSE are completed via rule 2.7. It gives bidders control and avoids the uncertainty and reputational risk that comes with the PUSU clock. If 2.6 is triggered by a leak or a public statement, it forces the bidder’s hand and can damage timing, pricing, or negotiating leverage.

In the current scenario, SolGold can delay naming any bidder only for as long as confidentiality is maintained, there is no leak or speculation, and there is no unusual market movement. If any of those occur, the Takeover Panel may require the company to identify the bidder under rule 2.4, which would automatically trigger a 28-day deadline under rule 2.6. Leaks remain a serious risk in this situation.

Thank you PBOW,

Is that is 'No' then? Under no circumstances do you think that a valid and legal reason for the company's failure to update NAV in a clear, fair and not misleading way is the cover afforded by MAR 17 (4)? You are saying this is impossible, correct?

You’ve explained that the PFS already includes sensitivity analysis and that standalone NAV updates might be incomplete or misleading.

To be clear, are you saying there’s no scenario where MAR 17(4) might be relevant here?

As an outsider looking in, the removal of updated NAV slides, rising metal prices, and apparent insider confidence could easily give rise to a view that material information is being withheld under a legitimate interest exemption.

What is your view on this, PBOW?

With respect, your reply sidesteps the core concern. MAR 17(4) allows a company to delay disclosing inside information, but only if all three conditions are satisfied: that doing so protects a legitimate interest, does not mislead the market, and the information remains confidential.

SolGold may be using this clause to justify pulling the sensitivity analysis and holding back an NAV update. But that argument only holds if the delay genuinely meets all three tests. If the absence of updated valuation data gives investors a false impression, especially when that data was previously available, then the conditions are not met.

This might not breach the letter of the law, but it is a calculated choice. In the context of a possible bid or strategic funding, limiting visibility on NAV works against market transparency. Whether intentional or not, the result is the same: shareholders are left without the full picture.

No, PBOW, SolGold’s May 2025 presentation does not constitute an NAV update, but then, none would be needed were MAR 17 (4) to apply.

The $7.1B free cash flow figure on Slide 13 is just one input. It doesn’t show NAV per share, apply discount rates, or present value sensitivity to copper and gold prices.

Crucially, the NAV tables were removed, not replaced and thanks to Needagain and Stas20 for reminding us all of this.

This selective disclosure risks misleading investors and falls short of FCA’s “fair, clear and not misleading” standard. If NAV has materially increased, this is not a compliant or transparent way to show it.

It appears to be a deliberate strategic move to show strength while avoiding the formal obligations (and takeover triggers) of a true NAV release. (But this is perfectly legal under MAR 17 (4)

I am also looking at TP 2.6 and TP 2.7 as I think these could be relevant at present.

Shows a reasonable update of the NAV of the company does it, PBOW? Precise and clear for all shareholders (not just institutions) to see and understand under the FCA's 'fair, clear and not misleading' princples designed to protect the interests of all shareholders and unsophisticated investors, in particular.

I haven't seen that. Where is it, please?

Another angle on the lack of a NAV update from the company.

Under the spirit of MAR and the FCA’s guidance on fair, clear, and not misleading communication, SolGold’s failure to restate or update its NAV in an accessible and timely manner — particularly in light of recent movements in commodity prices, the Franco-Nevada deal, and the integration of TAM — raises valid concerns about transparency.

Reference was made recently to MAR Article 17 and the company's possible obligation to disclose an updated NAV. But what about MAR 17(4)?

While it may be legally permissible under Article 17(4) of MAR to delay disclosure of inside information — such as a materially revised NAV — this exemption applies only if all of the following conditions are met:

Immediate disclosure would likely prejudice the legitimate interests of the issuer (e.g. disrupt takeover discussions or a strategic transaction);

The delay would not be likely to mislead the public; and

The issuer is able to ensure the confidentiality of that information.

If SolGold is currently in discussions with potential acquirers, and releasing a new NAV would trigger regulatory or market consequences (such as a “put up or shut up” obligation under the Takeover Code), then a delay may be entirely lawful under Article 17(4).

However, legality does not guarantee good faith. The removal of NAV sensitivity tables from SolGold’s January 2025 investor presentation — coupled with a sustained lack of comment from the board — suggests that shareholders are not currently being provided with clear or accessible information regarding asset value. Whether some of the original NAV formulae remain buried within legacy technical reports is not, in practical terms, a substitute for transparent communication.

The omission, while possibly compliant with the letter of MAR, appears arguably at odds with its spirit — particularly in the context of retail shareholders who lack the resources to independently reconstruct valuation scenarios.

It is therefore plausible that the reason for the lack of NAV update is a deliberate and lawful reference to Article 17(4), and in particular condition (1). That is not a ramp. It is a summary of a credible and regulation-based scenario.

Though Stas20 may be a recent addition to the shareholder base—and by some definitions part of the “new shareholder” group DV alluded to—his stance represents far more than opportunism. While a sharp re-rating to 20p would certainly reward him financially, his contribution has been defined not by short-term gain, but by a clear sense of principle. He has consistently pushed for transparency, accountability, and a valuation that reflects the true underlying worth of the assets we, as shareholders, collectively own.

In an environment where complacency has too often prevailed, voices like his remind us that fair value for assets we own is not a favour—it is a right, and it must be pursued by all small shareholders with clarity and resolve. I commend him for that. 'Old cohort shareholders' aren't going away DV, whether you refer to them or not.

Management appear keen to emphasise the long-term nature of their option awards—multi-year vesting schedules intended to align incentives with shareholder value. On the surface, it sounds principled.

But buried in Clause 13 of SolGold’s Long Term Incentive Plan is a simple mechanism: on a change of control, all unvested awards can vest immediately, at the Board’s discretion. Alternatively, they can be swapped for equivalent awards in an acquiring company. What looked like a three-year lock-in can become a same-day payout.

This raises fair questions—especially when viewed against recent choices: heavily discounted placements, removal of NAV sensitivity disclosures, and a lack of public updates despite major commodity price shifts. None of these actions are illegal. But when incentives allow for instant reward in a takeover scenario, behaviours that suppress the share price start to look less incidental.

The structure doesn’t have to be abused to be effective. It simply needs to exist.

Well said Add and Stas. Love that start to the week. Nailed.

Relax Stack. It's the weekend! I've covered valuation already so please refer back to what I said.

PBOW,

I've covered all these points already. Please review what I have said previously. BHP have recent precedent paying around NAV for decent assets.

Newmont and BHP have a link via Lundin at Filo. Nothing to stop them polishing the agreement there to suit them both. What I said still applies, PBOW. These two western majors have more and more in common. A general review of their respective ARs demonstrates this.

Thanks Add,

We will know much more soon enough in my view. Next stop is DV's Q & A on Monday is it not? Can we dial in?

Have a good weekend.

Add, I do take your point about the company’s cash position. The MD&A certainly showed the pressure they were under. And yes, raising capital under those conditions is rarely straightforward.

That said, I still think it’s fair to ask whether the particular route chosen — a direct placement to Jiangxi at 8.56p — was the best available option for all shareholders. It solved the immediate liquidity issue, but it also resulted in a large, strategic stake being placed off-market, at a price far below most credible NAV estimates, and without broader shareholder participation. That understandably raises questions.

As for Rights Issues — while they can take longer and carry costs, many AIM- or LSE-listed companies in similar financial conditions have still opted for them or used accelerated bookbuilds with reasonable success. With some forward planning, even a modest pre-emptive raise could potentially have preserved alignment across the shareholder base and avoided the perception — rightly or wrongly — of preferential access.

I do think the optics and structure of this raise make it reasonable for shareholders to ask:

Was this the only viable path, or simply the most expedient?

Could alternative structures (e.g. JV, bookbuild and so on) have achieved the same outcome without consolidating influence in one corner of the register?

Thanks for the direct question, PBOW

I understand your instinctive scepticism around the idea of an opening offer coming in at huge premium over the current market price. On the face of it, that would indeed seem improbable — if we were operating in a transparent, liquid, and fairly valued market. But we’re not.

SolGold is currently trading at a >95% discount to conservative NAV. This isn’t a normal premium-to-price discussion — it’s a conversation about how far the current price has been artificially decoupled from underlying value. When 157 million shares were handed to Jiangxi at 8.56p off-market, the price was suppressed not discovered. There is no liquidity. There is no visibility. And there has been no updated NAV disclosure from the company despite materially higher spot prices and internal PFS sensitivities that support 160p+.

You ask for precedent:

– Las Bambas (MMG): paid $5.85bn for a project not yet producing — the premium to market was irrelevant; they paid for the resource. Our Chairman, Paul Smith, was heavily involved with the sale of this asset at a fair price to MMG by Glencore.

The current share price isn’t the issue — it is the NAV, the stage, the strategic logic, and the geopolitical context. All of which apply here, especially now, especially this month.

So yes, I do believe a bid could come in at ca 100p and still be opportunistic given the underlying value and the structural suppression of the current price. In fact, a lower bid wouldn’t clear the register — not among those who understand the asset.

We’ll see what happens. But it won’t surprise me if the “impossible” becomes entirely logical once you consider who wants the asset, how rare it is, and what has been done to hold the price down long enough for someone to try and take it.

Be quiet you 'Nutter' Stas20 :-)

A few clarifications in return, if I may, PBOW,

On “traction and momentum”

You say you don’t see it. That’s fine — but perhaps you’re measuring traction through Telegram sentiment rather than by watching volume patterns, growing shareholder engagement, or the re-emergence of NAV-based arguments across multiple investor channels. Price suppression doesn’t require universal belief in fair value — it simply requires a critical mass to start asking the right questions. And that is happening, whether publicly acknowledged or not.

On NAV sensitivity removal

The fact that “it’s still in the PFS” misses the point. That’s like saying vital safety warnings are still printed in the product manual even if they’re taken off the label. Sensitivity tables were once clearly shown in presentations — then removed at the exact moment options were issued at 7p and a discounted block was handed to Jiangxi. Call it professional rebranding if you like, but timing matters. In a post-MAR world, clarity isn’t optional.

On Jiangxi and fundraising urgency

You say “the board ran out of time.” Possibly. But urgency does not justify strategy. Rights issues and bookbuilds can be executed fast — especially with Tier 1 assets, an undervalued NAV, and a copper-gold macro tailwind. Instead, we got an off-market placement to a PRC SOE with no open process and no retail access. It solved a cashflow issue, yes — but it also conferred strategic control without strategic pricing. The dilution to retail wasn’t financial only — it was structural.

On the ICA delisting point

You suggest ICA might not apply. Respectfully, it did — until the TSX delisting, which neatly eliminated that risk for PRC parties. Solaris hasn’t delisted because it hasn’t needed to — it’s not yet under the same kind of creeping accumulation pressure. The fact that delisting happened just as SolGold became geopolitically interesting, and just before a possible transaction window, is unlikely to be a coincidence. There’s a pattern here — and it’s becoming harder to ignore.

What divides us is less about the data, and more about the interpretation of intent. You choose to see a series of decisions made under pressure; I see a long-engineered positioning of the register, pricing, and narrative — timed with precision.

We’ll see soon enough which view history prefers.