Member Info for RodneyT

Any sale of Solgold or its assets would be purely NAV-driven.

1.World-class resource.

2. PFS already published.

3.Highly dislocated market price (ca7p)

4.Buyers (JCC, BHP, SWFs) are modelling Cascabel tonnage, capex, IRR, and NAV.

The share price is almost irrelevant to their valuation model.

It only relevant as a negotiation tool for trying to pitch the opening bid (which is often not the same number as the final bid)

Thanks, Stas20 and apologies.WIth gold and silver up about 2% today, perhaps we can reach my overstated figure soon!

The work Needabrain and Stas20 have done today is important.

A current NAV of £1.76 (based on the now deleted Solgold sensitivity analysis on slide 7 of the Jan 2025 presentation) can be corroborated based on the Company's PFS, presentations, the spot price of resources and current FX rate. We saw yesterday that takeovers are based on NAV and that current the shareprice is essentially meaningless in the context of takeover activity.

While no formal FCA or Takeover Panel rule sets a hard NAV discount limit, market practice in UK takeovers involving strategic resource assets suggests that offers implying discounts exceeding 50% to published NAV — particularly where accompanied by potential Board conflicts and limited disclosure — significantly increase the likelihood of regulatory attention, shareholder challenge, and enhanced disclosure obligations under Rules 24 and 25 of the Takeover Code.

An offer accepted by the Board at less than about 80p based on a NAV of 176p is likely to face close scrutiny from the FCA and TOP as well as challenges from other parties.

The short is still there albeit a little lower as far as I can gather. 15 million shares perhaps? A holding position...

That's really interesting Needabrain and Stas, thank you. As to why this key reference was then omitted? Here are 3 possibilities

1.Regulatory caution during ongoing M&A discussions

SolGold insiders (including Maxit, JCC, potential buyers) may not wish to publicly highlight how much Cascabel value could unlock at higher copper/gold prices — because it strengthens the negotiating hand of existing shareholders.

2.Pressure from potential bidders

Bidders prefer depressed NAV baselines; public presentation of a $6-7B NAV makes it harder to justify lowball offers.

3)Conservative presentation to lenders

For Franco-Nevada, Osisko, or project lenders, SolGold may want to use conservative PFS-compliant valuations for financing discussions.

Well done again. The £1.64 NAV is derived from the spot of the resources and the PFS data. Yesterday, we also reviewed the % of NAV other deals have involved as well as a summary of the strategies the PRC tends to use with the backdrop that it has a history of paying full value for strategic assets when it is required to.

This is 16 March 2028 so a 5 year term from when they were granted on 17 March 2023. The term is usually 10 years from the date the grant was made (section 5.6 of the Options agreement) but the Board used its discretion (as it is permitted to) and reduced the term to 5 years.

Good morning all,

I was searching around earlier on trying to find any information that might bring a little more clarity. Concerning options, the SolGold plc Share Option Plan was approved and adopted in June 2021 (originally tabled with the 2021 AGM Notice of Meeting).

“Article 1 – Definitions and Interpretation”

“Eligible Person means any director, officer, employee, consultant or service provider of the Corporation or any Subsidiary.”

With the above factored in, it is clear that NED SC almost certainly has his 30 million options at 17p and therefore has around 17 million shares owned plus 30 million options at 17p which vest immediately on change of control.

My, what an angry person you are Eloro! Wow. Calm yourself.

We don't know what SC's tax position was. What we do know is that he has about 17 million left that he owns and it is likely that he still has the 30 options too. 17 million shares or 47 million shares. I'd say he's fully invested, wouldn't you?

PRC SOEs (JCC, Zijin, Chinalco, MMG, CNOOC, etc.) do not operate like Western majors:

Western Majors

Public shareholder-driven

IRR thresholds dominate

Independent bidders

Real competition

Real market auction

PRC SOEs

State-directed mandates

Long-term national resource security dominates

Often coordinated indirectly by central bodies (SASAC, NDRC, State Council)

Shadow coordination

Managed auction or engineered duopoly

Paul Smith will be well aware of the above and I am sure he would have learned a great deal from his time at Glencore and, in particular, from his work with the Las Bambas sale.

A real market auction is the best way to realise NAV for LTSHs

It seems clear that without Board discipline, SolGold risks a Guyana Goldfields-style managed handoff to JCC.

With Board sequencing (which they have carefully engineered), real auction-based price discovery can occur — driving the ultimate price closer to full NAV.

Based on a journey towards realising NAV, Paul Smith was involved (to a greater or lesser extent) with a highly successful sale of Las Bambas by Glencore to the PRC in 2014. I have stated before that I had not found any evidence of any Solgold board member other than NM being involved with a sale of assets which resulted in a good result for LTSHs and smaller LTSHs in particular. Given the above, I believe Paul Smith was directly involved with an outcome at Glencore that did indeed benefit LTSHs. Moreover, I am now more hopeful that with PS in the role of NE Chairman, a GG style outcome will be avoided.

What if SC's accountant advised him of tax advantages were he to settle the liability in this way?

Valuestone bought 11.9m shares at USD 0.42c a share. About 32p.

1: Allow Share Price Collapse

a) Retail capitulation

b) Lack of institutional support

c)Short pressure (Actus Ray)

d)TSX delisting reduces liquidity

2: Offer Cheap Placement to JCC (March 2025)

a) JCC acquires additional 6% at ~6.9p

b) Total JCC stake rises to ~12.2%

c)Board gives JCC false sense of pre-bid security

3: Reset Insider Options

a) Board and management receive low-strike options (~7-9p)

b) Incentivises Board to seek maximum control premium

4: Hold Market in "Strategic Review Dead Zone"

a) Minimal news flow

b) No promotion to raise share price

c)Keeps market price suppressed to amplify premium optics later

5: Prepare ASX Listing Threat

a) If JCC bids too low, ASX filing triggers FIRB jurisdiction

b) FIRB complicates PRC ownership

6: Trap JCC into Timing Dilemma

a) Either bid full price pre-ASX (42-45p)

b) Or risk competition and BHP entry post-FIRB

7: Board Controls Bid Recommendation Window

a)42-45p triggers Board recommendation

b) Full control for JCC requires paying Board's engineered premium

c)BHP likely unwilling to escalate beyond ~50p due to IRR discipline

Outcome: Board successfully corners JCC into full control premium payment, while protecting Board option windfalls and retail value.

And if other bidders come in, the eventual take out price can plausibly rise towards NAV and maybe even beyond. (Not all potential bidders are listed companies and that could be vital).

The RNS referred to settling tax obligations. I'm not an expert on tax matters but note that SC still holds ca 17m shares and is likely to still enjoy 30 million options at 17p. I am sure he is doing just fine.

Thank you Add. Just a sample list and a good point. The very similar ones are Las Bambas, Nevsun, Noront and Northern Star.

In any event, parties looking to acquire a business look at NAV not current share price and that is irrefutable based on this research and research I have carried out in the past.

Nevsun to Zijin (2018): NAV multiple ca83%. Noront to Wyloo (2022): NAV multiple ca140-160%. Equinox to Barrick (2011): NAV multiple ca150-190%. Centamin to AngloGold (2024): NAV multiple ca110-120%. Copper Mountain to Hudbay (2023): NAV multiple ca105-110%. MAC Copper to Harmony (2025): NAV multiple ca120-125%. Northern Star to De Grey (2024): NAV multiple ca110-130%. Cobre Panama - First Quantum Strategic Review (2024-2025): NAV multiple ca80-110%.

Las Bambas was an 'exception' :-)

I wonder what the NAV of Solgold is, folks. I don't think it is 7p a share. SC and NM both thought it was 105p in January 2025. What do you think?

The Las Bambas sale proves that where PRC-backed acquirers are forced into open-market competition, they will pay full NAV to secure national supply. The 7p current SP price at SolGold is meaningless — and is, in fact, the artificial product of deliberate control tactics designed to avoid open auction price discovery.

At Las Bambas, multiple PRC SOEs expressed interest (Chinalco, MMG, Jiangxi Copper). China’s National Development and Reform Commission (NDRC) and State-owned Assets Supervision and Administration Commission (SASAC) instructed the group to avoid internal bidding competition, present coordinated offer via MMG, attempt price suppression using limited buyer pool and so obtain strategic supply at discounted pricing.

In response, Glencore fully controlled sale timetable and process and asserted full NAV pricing based on 1.Long-life asset 2.De-risked geology 3.Low strip ratio 4.Strong forward cash flows. 5.Global strategic value to China.6.Deliberately slowed negotiations when offers were deemed insufficient. 7.Successfully resisted pressure to accept suppressed offers.

MMG ultimately agreed to pay full NAV at $5.85B. Chinese national interest overrode internal price suppression. Western analysts post-sale confirmed MMG paid at least 1.0x NAV. Strategic copper supply security took priority over price discipline.

To whatever extent Paul Smith was involved with achieving this excellent result for Glencore back in 2014, he deserves much credit for this. The Las Bambas deal also provides many clues on how Chinese SOE’s operate and their tactics. There are many similarities with Solgold so let’s hope Mr Smith can achieve a similar outcome of 1.0x NAV.

SolGold’s 7p price is what distressed, exhausted, retail-driven liquidity allowed.

It is not a price based on: Net Asset Value (NAV), Replacement cost, Strategic resource scarcity, Future cash flows, Cost of acquiring Ecuadorian copper exposure.

Control buyers (JCC, BHP, SWFs, Board) care about NAV, not the trading price.

If you or I want to buy 10,000 shares, we pay 7p.

If JCC wants to buy 100% of SolGold, they cannot buy it at 7p — they must offer a price that induces the Board to recommend, Institutions to vote yes, Retail to accept, other major holders to support. The 7p price is engineered weakness.

JCC, BHP and eligible buyers all know this.

The Board intentionally let the market price collapse to force JCC into a full control premium negotiation. This is why 42–45p is emerging as the "true deal price."

The Board allowed 7p but will never sell the company anywhere near 7p.

Deals are concluded with reference to NAV not today’s share price. Based on the views of SC and NM, NAV was 105p on Jan 30 2025.

He didn't say that. He said that HE would accept that figure. Not surprising really given the 30 million shares he owned at the time along with 30 million options. All at ave 17p give or take. As for the 7p Solg Canada sale, DV signed that off although I accept that SC was surely involved beforehand. I think that transaction was a key part of a bigger management strategy which included loading up on cheap options ahead of a party.