Last checked at 17 Oct 2016 08:12
17 October 2016
SolGold plc
("SolGold" or the "Company")
Newcrest Settlement and Share Issue Details
Further to its previous market releases of 26 September 2016 and 14 October 2016, and following the approvals obtained at the Company's General Meeting of Shareholders, the Board of SolGold Plc ("SolGold" or "Company"; AIM code: SOLG) is pleased to advise that the Company is today issuing a total of 142,896,661 new ordinary shares of 1p each ("Ordinary Shares") for a total consideration of USD22,863,466 to Newcrest International Pty Ltd, a wholly owned subsidiary of ASX-listed Newcrest Mining Ltd (Newcrest), Australia's largest gold miner and block cave mining expert.
The new Ordinary Shares will be issued at a price of US16 cents per share, as previously announced, and as outlined in the amended resolution approved by shareholders at the Company's General Meeting of 13 October 2016.
Use of Proceeds
The proceeds from the capital raising will be used to continue to fund the Company's exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. As previously announced, SolGold intends to contract additional drill rigs to expand exploration on the overall Cascabel concession, and will update the market shortly with respect to the forecast work program.
Application will be made for the admission of 142,896,661 new Ordinary Shares to trading on AIM ("Admission"). Admission is expected to occur on or around Friday 21 October 2016.
Commenting on the conclusion to the capital raisings Executive Director Nick Mather said:
"The placement of shares to Newcrest raises further significant funds for SolGold on top of that raised from Maxit Capital, its clients and Guyana Goldfields Inc.
SolGold is now armed with a USD44m treasury with which to attack the next 2 years progress of up to 95,000 metres of drilling at Alpala and several of the other targets defined to date at Cascabel.
The deal agreed with Newcrest will provide SolGold with valuable technical input, while not compromising control of either the Project or the Company. Newcrest now holds 10% of SolGold, has anti-dilution and top-up rights, and has given an undertaking to support the Board respect of independently recommended change of control transactions.
On behalf of the Board of Directors, I would like to sincerely welcome Newcrest as a substantial shareholder of SolGold at this exciting phase of the Company's development."
Allotment of Unlisted Options to Maxit
As a result of this and the previous Maxit first and second tranche capital raisings, and as part of its commercial fee arrangements, Maxit has been issued with unlisted options over a total of 19,591,768 ordinary shares in the Company. Half of the options (9,795,884) are exercisable at 14p and half (9,795,884) are exercisable at 28p. The unlisted options will expire on 17 October 2018.
Total Voting Rights
The 142,896,661 new Ordinary Shares to be issued will rank pari passu with the existing Ordinary Shares. The rights attaching to the new Ordinary Shares, including as to voting, are the same as those of the existing Ordinary Shares. Following the issue of new Ordinary Shares, the total issued ordinary share capital of the Company consists of 1,428,966,605 Ordinary Shares each with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company following Admission of the new Ordinary Shares will be 1,428,966,605 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Updated Holdings
As a result of the issue and allotment of the shares as outlined above, the Company is aware of the following updated holdings:
Party |
Current interest in existing Ordinary Shares |
Number of new Ordinary Shares allotted in this issue |
Interest in Ordinary Shares following this issue |
Interest in Ordinary Shares following this issue as a % |
DGR Global Ltd | 207,394,714 | - | 207,394,714 | 14.51% |
Tenstar Trading Ltd | 144,818,062 | - | 144,818,062 | 10.13% |
Newcrest International | - | 142,896,661 | 142,896,661 | 10.00% |
Guyana Goldfields Inc | 103,125,000 | 103,125,000 | 7.22% | |
Dmyant B Sangha* | 47,106,690 | 47,106,690 | 3.30% | |
Greg Chamandy | 43,957,145 | 43,957,145 | 3.08% |
* Includes direct and indirect holdings
As a result of the issue and allotment of the shares as outlined above, Mr Warren Irwin, on behalf of Rosseau Asset Management Limited, ceases to be a significant shareholder.
By order of the Board
Karl Schlobohm
Company Secretary
Contacts:
Mr Nicholas Mather Tel: +61 (0) 7 3303 0665
SolGold Plc (Executive Director) +61 (0) 417 880 448
nmather@solgold.com.au
Mr Karl Schlobohm Tel: +61 (0) 7 3303 0661
SolGold Plc (Company Secretary)
kschlobohm@solgold.com.au
Mr Ewan Leggat / Richard Morrison Tel: +44 (0) 20 3470 0470
SP Angel Corporate Finance LLP (NOMAD and Broker)
Ewan.leggat@spangel.co.uk / richard.morrison@spangel.co.uk
NOTES TO EDITORS
SolGold is a Brisbane, Australia based, AIM‐listed (SOLG) copper gold exploration and development company with assets in Ecuador, the Solomon Islands and Australia. The Company's primary objective is to discover and define world‐class copper‐gold deposits. SolGold's Board and Management Team have substantial vested interests in the success of Company, as well as strong track records in the areas of exploration, mine development, investment, finance and law. SolGold's experience is augmented by state of the art geophysical and modelling techniques and the guidance of Newmont trained porphyry expert Dr Steve Garwin.
From a corporate perspective, SolGold has recently announced capital raisings involving Maxit Capital LP and Newcrest International Ltd, both undertaken at substantial premiums to previous raisings. Once completed, SolGold will have raised USD48 million in funding to continue the exploration and development of its flagship Cascabel Project. Also as a result of these raisings, Mr Scott Caldwell (CEO of TSX-listed Guyana Goldfields Inc) joined the SolGold Board on 9 September 2016. Mr Caldwell is a mining engineer with over 30 years of experience building and operating gold and base metal mines worldwide, including USA, Canada, Russia, Zimbabwe, Chile and Indonesia.
Cascabel, the Company's world class flagship copper‐gold porphyry project, is located in North West Ecuador on the under‐explored northern section of the richly endowed Andean Copper Belt. SolGold owns 85% of Exploraciones Novomining S.A. ("ENSA") and approximately 11% of TSX‐V‐listed Cornerstone Capital Resources, which holds the remaining 15% of ENSA, the Ecuadorian registered company which holds 100% of the Cascabel concession.
To date SolGold has completed geological mapping, 25km2 of soil sampling, 14km2 and an additional 9km2 Induced Polarisation and Magnetotelluric "Orion" surveys over the Alpala cluster and Aguinaga targets respectively. By June 2016, the Company had also completed approximately 23,700m of drilling and expended a total of approximately USD33m on the program, corporate costs and investments into Cornerstone. Intense diamond drilling is planned for the next 12 months with multiple drill rigs.
Cascabel is characterised by fourteen (14) identified targets, world class drilling intersections over 1km in length, and high copper and gold grades, as well as logistic advantages in location, elevation, water supply, proximity to roads, port and power services and a progressive legislative approach to resource development in Ecuador. To date, SolGold has drill tested only one of the 14 targets, being Alpala.
SolGold is planning a resource statement at Alpala (the most advanced target at Cascabel) during 2016. This has been delayed by the discovery of high-grade mineralisation in Hole 17 at Alpala, extending the immediate resource potential. Alpala is open at depth in the upper extensions, and to the north, north-east, south-west and south-east. The mineralised zone at Alpala and Moran is closely modelled by magnetic signatures and currently encompasses over 10Bt of magnetic rocks expected to be mineralised with copper and gold.
SolGold will drill test other key targets within the Cascabel concession at Aguinaga, Trivino, Moran, Alpala Northwest, Hematite Hill, Alpala Southeast, Cristal, Parambas, Carmen Tandayama-America and Chinambicito. The Company is planning further metallurgical testing by the end of 2016, and completion of a conceptual early stage mine and plant design and a scoping study for an economic development at Cascabel. SolGold is investigating both high tonnage / low-medium grade open cut and underground block caving operations, and a high grade / low tonnage underground development.
Drill hole intercepts are calculated using a data aggregation method, defined by copper equivalent cut-off grades and reported with up to 10m internal dilution, excluding bridging to a single sample. Copper equivalent grades are calculated using a gold conversion factor of 0.89, determined using copper price of USD2.20/pound and gold price of USD1350/ounce.
Following a comprehensive review of the geology and prospectivity of Ecuador, SolGold and its subsidiaries have also applied for additional exploration licences in Ecuador over a number of additional promising porphyry copper gold targets elsewhere in the Country.
In Queensland, Australia the Company is evaluating the future exploration plans for the Mt Perry, Rannes and Normanby projects. Joint venture agreements are being investigated for a joint venture partner to commit funds and carry out exploration to earn an interest in the tenements.
SolGold retains interests in its original theatre of operations, the Solomon Islands in the South West Pacific, where the 100% owned, as yet undrilled, Kuma prospect exhibits surface geological characteristics which are traditionally indicative of a large metal rich copper gold intrusive porphyry system. SolGold intends in the future to apply intellectual property and experience developed in Ecuador to target additional world class copper gold porphyries at Kuma and other targets in Ecuador and Argentina.
SolGold is based in Brisbane, Queensland, Australia. The Company listed on London's AIM Market in 2006, under the AIM code 'SOLG' and currently has a total of 1,286,069,944 ordinary shares issued, together with 2,180,000 options exercisable at 28p and 5,180,000 options exercisable at 14p.
CAUTIONARY NOTICE
The news release may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's directors. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements. Accordingly, you should not rely on any forward-looking statements and save as required by the AIM Rules for Companies or by law, the Company does not accept any obligation to disseminate any updates or revisions to such forward-looking statements.