Member Info for SavShare7

It's also a cheaper way of getting the 15% ENSA as CGP is currently valued at £114m and a takeover premium would need to be applied for shareholders to vote for it? So say £150m for the Solgold share and the 15% ENSA vs $4m....? I know which option I would try to aim for...

Yes I know that, the only way CGP can realise value from ENSA stake is by being taken over. If another company takes it over then they are not subject to the agreement.

Solgold only gets first refusal if CGP tries to sell the ENSA stake as an "asset for sale" -> Sorry I don't know what point you're trying to make? That Solgold would want BHP to have control? Surely BHP would want Solgold to consolidate the 15% ENSA interest into Solgold by buying out the NSR for a mere $4m after feasibility?

Sorry KB007 why would Solgold put the Cornerstone standstill in place if they would definitely give permission?

JS I reckon it enables a third party to enter as well as increases the chance for Solgold to take out Cornerstone via the NSR. Feasibility should be within the 2 year period. If BHP were being hostile they could've taken out CGP and Guyana's stake and then demanded a seat on the board with 16% as they'd be the largest single shareholder of Solgold.

Just in case anyone want a read of the BHP SSA - link to Solgold profile on Sedar is below. The document is the MAterial report published on October 25th.

https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00043090

The SSA is a good ready as it pretty much outlines NM's strategy -> give us cash (and time) to do the next phase of drilling at Alpala to get PEA, MRE2 & 3 out, Pre-feasibility to prove up value. Don't touch CGP as we want to take them out as per the agreement via the NSR (plus there is no love lost given the underhand nature that Solgold shareholders jumped ship to CGP). Give us time to get drills into the 3 priority projects (especially Blanca) to enable value to be attributed to them, at present H&P attribute a mere $75m to all other tenements other than Cascabel!!!!! I wonder what value they would attribute to a bonanza grade epithermal gold project a mere 8km from Cascabel....

Just my own thoughts, GLA and DYOR

Otherwise why wouldn't BHP have taken out CGP straight off the bat, which would give it 15% ENSA straight away as well as a total of c16% of Solgold (with their Guyana Goldfields 6% and the c10% CGP holds). BHP wanted to cosy up to Solgold and get round the table rather than come in confrontationally.... just my own thoughts... GLA and DYOR

ludeck, BHP are prohibited from taking out CGP as outlined in their Share Subscription Agreement (SSA) with Solgold. Clause 7.3 states "During the Cornerstone standstill period the subscriber shall not, without prior consent of the company acquire an interest in any shares in Cornerstone." The standstill period is 24 months as per the standstill in Solgold above 13.5%.

I honestly think that NM wants to take this to feasibility to force CGP to repay their share of costs to date and then get them to contribute to development otherwise the CGP interest in ENSA drops to 0.5% Net Smelter return which Solgold can buy for a mere $3.5m.

The only ways CGP can raise that kind of cash is via a raising (diluting existing shareholders) or selling their Solgold stake.... NM has mentioned how happy he is with the agreement with CGP and then they are "pushing on" with it.

If CGP try to sell any of their stake in ENSA then Solgold have first refusal rights... GLA and DYOR

They are debt financed ohwhatanight, i.e. they have to repay their proportion of the costs spent up to feasibility (-$2.5m Solgold had to spend to take a stake in CGP) and contribute to development of they get diluted to a NSR which can be bought out for $3.5m :)

cheers Pinot, that is high praise indeed for someone (me) who is so ineloquent most of the time ;)

earthling, Solgold has been late on delivering a few key deliverables (only by weeks but nevertheless...) -> NM stated November for MRE2 and then it became December. Given we now have BHP, Blackrock, JPM etc on the books and a lot more attention, as well as the need to get the PEA delivered early 2019 (I've got January in my head for some reason) they had to cut off at some point to ensure they delivered on time to their self-imposed deadline.

This RNS is to manage expectations so people understand that the core included only goes up to end of October, and that the next phase of drilling has already started to move towards MRE3 (with some stonkingly good drill cores already ready to be included). However, to get a PEA out they have to have an established and compliant resource to base it on. If the PEA based on MRE2 is viable and exciting with good payback, IRR and NPV then imagine what MRE3 is going to give them as they move towards feasibility....

Just my two pence GLA and DYOR

http://ir.q4europe.com/Tools/newsArticleHTML.aspxsolutionID=3676&customerKey=Solgold&storyID=13765355#_Toc502140236

@Pbow the eligibility is not just executives or non-locals:

"Under the Share Incentive Plan, eligible participants includes the directors, officers and employees (including both full-time and part-time employees) of the Company or of any designated affiliate of the Company and any person or corporation engaged to provide ongoing management or consulting services for the Company or a designated affiliate of the Company (or any employee of such person or corporation) are eligible to participate."

"Benefits

Employee benefits include share based payment transactions and retirement benefits. The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the Option, volatility and dividend yield and making assumptions about them.

The Company pays superannuation and pension entitlements as and where required. Contributions payable for the year are charged to the statement of comprehensive income. Other than where noted below in "Employment Agreements and Potential Payments Upon Termination", payments to NEOs are inclusive of retirement (superannuation) payments.

In Australia, employees have a choice of where superannuation contributions are paid, which has to be a registered superannuation fund, run independently of the Company. Employers have to pay compulsory superannuation contributions (currently 9.5% of ordinary time earnings) for eligible employees on amounts earned up to the maximum superannuation contribution base (which is currently A$51,620 per quarter).

The Company makes payments in accordance with applicable legislation (i.e., United Kingdom and Australian legislation) and does not operate a defined contribution plan. However, the Company makes superannuation payments. The effect of the payments made by the Company pursuant to such legislation is similar to that of a defined contribution plan. "

Taken from the RNS linked to above

Apologies Solgfinger wasn't trying to have a go, you're one of the good ones. Just tried to help people on this board see the bigger picture (what we are privvy to at least - there will be plenty going on we won't/can't know about).

GLA

Pbow the employee options were "authorised" at the last AGM in 2017: Wording from the resolution that was approved:

"Long-Term Incentive Compensation

The share incentive plan (the "Share Incentive Plan") of the Company was adopted by the Board in July 2017 and approved by shareholders at the annual general meeting held on July 28, 2017. The Company understands that the establishment of a balance between short and long-term compensation is essential for the Company's sustained performance, including its ability to attract, motivate and retain a pool of talented executives in a very competitive employment market as well as to ensure a proper alignment of the NEOs' interests with those of shareholders. As of June 30, 2017, no Options have been issued under the Share Incentive Plan."

DYOR

Solgfinger what is there to update about - all drilling and cores are going into the MRE2, that is where all the work is going. Why release core assay results spending time and money with bitty updates when everything knows that everything is going hammer and tong to get the MRE2 out?

- Presentation said that MRE2 to come out in December
- Regional updates to come soon (from Anna's presentation).
- BHP still took over 11% of the company in the past 2 months which supercharged and re-rated the company.
- Newcrest still major shareholder.
- Blackrock is still a major shareholder
- $104m in the bank to fund everything.
- Awaiting drilling permits to get started on the other sites (in particular Blanca) early 2019

The AGM is coming up in December (I think).

Everything else is out there in the presentations, RNS etc...? What else do you want to know? Sorry for the tone, just get frustrated with everyone's need for day to day news releases, let them get on with what they've told us they're doing, there was a presentation yesterday that gave us everything they needed to tell us!

GLA and DYOR

Danny the papers for the AGM are due to be circulated (and released via RNS) in the next few weeks. You will also be able to get a proxy voting form at the same time that you can fill out and email to Karl (CoSec) who will submit the vote on your behalf on each motion.

I am going to personally support all recommendations as they are deemed to be positive by Management and staff who are driving this complex, ambitious and (so far) successful campaign that is increasing the value of my investment while I sit on my butt and type on a keyboard. I believe that NM and management know, better than I, what is good for this business and will help increase value for all.

A small dilution to my investment within a company that is currently under-valued based on a single project (Alpala at present) with a few million £s attributed for the other projects is nothing. I think people need to see the bigger picture here, the Blanca Epithermal Gold project alone COULD act as a multiplier for the current share price, the updated MRE SHOULD increase the value of your investment, the PEA SHOULD increase the value of your investment.

Take a longer term view that Management will know what they need to do to motivate, retain or whatever their teams and I don't mind the Board getting options, they put in the work, they have taken the company to where it is, not us (at not since the early days where we got to participate in the raisings).

I personally just think people need to support NM and management and vote to support them as they've not led us wrong so far....

Just my own personal opinions, each to their own, GLA and please do your own research.

Hi kcfb the expiration is in 3 years time but can be exercised at any point in the 3 year period... Some wait to the end of the period to allow them ample time to appreciate (and get funds together) and maximise profits.. DYOR

Schlemiel he has been playing a blinder and he delivers what he says he will (may need to get him a calendar given some of the small delays to bits and pieces, lol).

If you look back to the environmental permitting back in 2013 (and possibly a bit earlier) and plot the key milestones to where we are now it forms a pretty decent timeline (and would make a good book to keep NM busy in retirement in 10-20 years) and seriously clever thinking.... Just my own opinion, others will think differently.

I keep hitting refresh on the precious metals summit page - want to see Anna's presentation recording! #busytuesday....

GLA

schlemiel - it's not a fund raising exercise but does raise some funds straight into company coffers.

For me if it incentivises Ecuadorian staff (particularly locals who live near Cascabel and the other projects) and gives them ownership then that helps to protect and promote the project amongst locals. This helps to create a social cordon around the site and reduces issues with locals that could slow down or stop mining projects.

I agree with some on the board who have issue with the strike price and I would also have hoped it would be north of the last 60p options issued to Directors (given how far we've come since then) but we'll see how it goes with the vote at the AGM - should show where support lays with major shareholders....

GLA and DYOR

TY Schlemiel so we could expect some holding updates due to thresholds being passed due to dilution from the BHP shares... E.g. BlackRock. Unless they've been topping up to remain within certain thresholds... :)

Hi BBG, thank you for your insight. I agree with most of your points. The only snag is that CGP can't sell their ENSA holdings without first offering to Solgold, we hold pre-emptive rights over any disposal of their ENSA holding. Hence why they were going to Spinout their non-Solg/ENSA assets to encourage a takeover to maximise shareholder value for CGP. An interesting story is indeed unfolding... :) GLA

Thank you Schlemiel - will watch when it starts at 11 :)