Member Info for RodneyT

Delivering value to shareholders is referred to frequently in the report as it has been since the recent senior management changes. Those are the words. The reality shown in the report is a total of 30m new shares options granted in April 2025 - 1% of market cap - vesting between 2026 and 2036 apparently but in reality, immediately vesting on change of control subject to certain conditions. Again, there is variance between the emphasis and the reality. 1% of market cap with no capital at risk. Who pays for that? We do.

The MD &A is technically correct saying that 'Solgold sold 157.1m of company-owned shares to JCC at $ 0.115 per share - a 45% premium to market - with no change in total issued capital." This implies no dilution but omits a critical point. The shares previously had no voting rights. Upon sale to JCC, voting rights were activated meaning that JCC gained real voting power and influence over Solgold's governance. As a result, minority shareholder power was diluted even though the share count remained unchanged. This represents a functional dilution of control even if not a financial one. This is a material omission. The emphasise on ' no dilution' is misleading.

Add, an interesting read and thank you for sharing. I have not changed my views and set aside the 'conspiracy theory' reference as he is of course conflicted via his role. I hope you are right about the Board of this company and that I am wrong. Actions speak louder than words after all. Let's see what actions are displayed by the Board in the coming weeks and months. If actions support a change of opinion in due course, I will be delighted both to experience that and to admit that my current view was wrong.

Thank you Pbow. Interesting to read.

Add, have you done detailed research on each of the companies I referred to last night? Have you looked at small shareholder outcomes for each of them? If so, what's your conclusion? You asked me for evidence, I gave you the pointers.

Whatever you say, Pbow. You have a right to your opinion. I can only speak for myself and I guarantee utmost goodfaith in my stated objective. Given a choice between 'supporting' the Board of this company or 'supporting' the interests of all the people here including your good self, I would choose the latter every time even if I was not a shareholder myself. I would continue to work to get a positive outcome for small shareholders even if I owned no Solgold shares at all.

Add, it's about 70 million give or take and that group is still in place. I've given you the names of various businesses and suggested you research yourself as Fort appears to have done himself. Thereafter, I gave considered probabilities in relation to expected behaviour at Solgold. I have said already that I also hope that past performance is not replicated here. That said, hope is not a strategy. I'm happy to provide pointers here but it is for readers to do their own research and come to their own conclusions. As a shareholder, I have my own action list and am pursuing this. I've previously made clear what my key motive is which is a fair outcome for all small shareholders. I have no other agenda.

Oh yes, Pbow, a tomato is red, a London bus is red so a tomato is a London bus. My sole objective is a fair outcome for all small shareholders here. Part of this is to hold the Board of this company to account and seek evidence of them conducting their fiduciary duties.

You have a right to your opinion but I can assure all readers that I act in good faith at all times. You may wish to address issues of good faith to the Board, the same Board with Mr Liu in place during the sale of non voting shares to JCC who now enjoy voting rights on said shares. The same JCC to whom Mr Liu provided senior M and advice. Add, I provided a list of company names. Check them all as well as any other relevant ones you can find. I have yet to find one where small shareholders did well. Perhaps Solgold will the first one? I hope so. By the way PBOW, I have nothing to do with NM. I don't work for him, he doesn't pay me and I have no idea whether he is ' a good cop or bad cop' in the context of our predicament here at Solgold.

Add, I recommend you review the funding histories of DV and PS. If you can find an example where small shareholders did well as a result, I would be delighted if you would provide a summary of this. All I can find so far is heavy dilution; often via the use of mezzanine financing.

Add,

Katanga Mining, Seadrill Ltd, Bunker Hill Mining Corp, Metals Acquisition Corp....so pleased if I found something nice. Haven't.

Interesting, Fort. It reminds me a little of John Liu and the recent JCC deal. Mr Liu is a former senior M&A adviser to JCC with close historic ties to that company. As a Solgold NED, Mr Liu is NOT independent. The JCC deal resulted in a MAJOR enhancement to JCC control and voting positions. As such, Mr Liu should have been sidelined during sale agreement discussions. So far, NO recusal has been disclosed and best practice requires that recusal should have occurred. There is therefore a serious risk of a breach of governance as well as a serious appearance of a conflict of interest.

For example?

Why is it inspiring that 2 directors were recently granted 15 million shares which immediately vest on change of control at a price of around 15% of that quoted as the 12 month target price by the company's own broker and with no capital at risk? I put to one side the notion that 'they all do that, don't they?'.

I have more to share and will do so tomorrow, Add. Please stop using the coverall 'conspiracy theory'. Readers have to make their own decisions when reading material which is factually correct which relates to matters here. If the material is erroneous, that us a different matter. I am not at all happy with the management of this company and its behaviour. I know I am not alone.

John Liu also served as an adviser to Jiangxi Copper Corp for its overseas M&A projects.

Yep, CMG. Also, Jian Liu. Apparently not connected with JCC according to the Company. Previously Senior Partner at Valuestone Advisers a Hong Kong based private equity firm which advises the Valuestone Global Resources Fund, an exempted limited partnership registered in Cayman Is. This fund is co-managed by Jiang Xi Copper, CCB International and Valuestone Advisers. And Sandeep Singh. Co-founder of Maxit with Mr Sangh and then CEO of Osisko at the same time as Maxit was a corporate adviser to the Company.

I'm not sure private investors would appreciate being referred to like that,Add.

Add, I just said, 'there are concerns'. And there are. Many shareholders have concerns about this topic including me and you it seems.

Paul Smith was appointed CFO of Katanga Mining on Jan 21 2019. Katanga was a DRC-focused copper-cobalt company majority-owned by Glencore, and oversaw Katanga’s final restructuring and delisting. Katanga had been plagued by governance and financial issues. It incurred heavy debts to Glencore and had faced regulatory sanctions for past accounting irregularities. Under Smith’s financial leadership, Katanga executed a massive debt-for-equity swap to restore solvency. In late 2019 the company announced a C$7.6 billion rights offering (fully backstopped by Glencore) to convert US$5.8 billion of debt owed to Glencore into equity. Glencore, which already owned about 86% of Katanga’s shares, agreed to take up any shares not subscribed by others, ensuring the debt was equitised. The outcome was that minority shareholders who could not contribute huge sums were massively diluted – Glencore’s ownership climbed to over 99% and the remaining public float was practically eliminated. Katanga’s stock was subsequently amalgamated into Glencore and delisted in 2020, ending the run for outside shareholders. While this financing strategy (a deeply discounted rights issue) solved Katanga’s balance-sheet crisis and kept the mines operating, it did so at the direct expense of small shareholders’ stakes. Glencore’s effective control allowed it to dictate terms, and the minority shareholders saw their value shrink to nearly zero as a result. This episode illustrates Mr Smith’s readiness to implement dilutive but necessary restructurings to rescue a troubled company – prioritising long-term asset viability and creditor recovery over the immediate interests of minority equity holders. It’s also noteworthy that Katanga’s troubles predated Mr Smith (the company had to be bailed out due to past mismanagement), and his role was to execute an unavoidable solution; nonetheless, it set a precedent of extreme shareholder dilution under his financial stewardship.

The appointment of DV as CEO, whose prior investment banking career includes structuring mezzanine and convertible financing deals is notable. Given SolGold's current funding needs there are concerns about the potential for convertible debt or hybrid financing to be introduced, especially to fund the Porvenir Project. Convertible financing, if executed without shareholder consultation or at levels close to current depressed share prices, would severely dilute existing shareholders and transfer effective control to lenders or connected parties. There is a real risk that a mezzanine-style or structured convertible facility may be offered in relation to Porvenir to bridge funding towards completion of the Preliminary Economic Assessment (PEA) and further drilling activities. Such a deal would give the lender the ability to convert into equity at heavily discounted prices, increasing control without triggering a formal takeover. Such structures have a history of being highly advantageous to insiders and strategic investors while stripping ordinary shareholders of long-term value, a practice often referred to as "loan-to-own" strategies.