REG - SolGold PLC - Amendment to EGM Resolutions

SolGoldAnnouncement

24/06/2022 07:00

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RNS Number : 0932Q  SolGold PLC  24 June 2022

24 June 2022

SolGold plc

("SolGold" or the "Company")

Important Note to Shareholders

 

Dear Shareholders,

You will have recently received a Notice of Meeting for an Extraordinary
General Meeting (EGM) of SolGold plc (LSE & TSX: SOLG) to be held on 30
June 2022 (Notice of Meeting).

This communication is to give you notice of a proposed amendment to be put to
the EGM, to one of the definitions contained within the proposed Long Term
Incentive Performance Plan Rules and Performance Bonus Plan Rules that the
Company is seeking approval for under Resolutions 2 and 3 of the Notice of
Meeting. Resolutions 1 and 4 and the accompanying documentation remain
unchanged. The issued proxy form also remains unchanged.

Amendment to Definition under Incentive Plans

The UK Companies Act 2006 requires the Board of Directors of SolGold to
promote the success of the Company for the benefit of its members as a whole
and, in doing so, has taken into account the interests of wider stakeholders.

Some of our members have communicated reservations about one aspect of the
defined term of "Change of Control" within the Long Term Incentive Performance
Plan Rules and Performance Bonus Plan Rules (collectively, the Incentive
Plans). The concern relates to the 30% threshold applied on a disposal of
assets. Having taken those members' concerns into consideration, a variation
to the definition that lifts the threshold for measurement of a Change of
Control on the disposal of assets to 50% will now be incorporated into the
Incentive Plans. The other limbs of the Change of Control definition were
already at the 50% threshold and remain unchanged.

The Board acknowledges the concerns raised by members and accordingly the
definition of 'Change of Control' within the Incentive Plans is varied as
summarised below,

Change of Control           means the occurrence of any one or more
of the following events:

 
……

(ii)    the sale, lease, exchange or other disposition, in a single
transaction or a  series  of  related  transactions,  of  assets,
rights  or  properties  of  the Company which have an aggregate book value
greater than 50% (fifty) of the book  value  of  the  assets,  rights
and  properties  of  the  Company  on  a consolidated basis to any other
person or entity, other than a disposition to  a  wholly-owned  Affiliate
in  the  course  of a  re-organisation  of  the assets of the Company
and its Affiliates;

The full text of the varied definition, with the change marked up, is set out
in the annexure below.  At the EGM, the Chair of the meeting will propose
that the Incentive Plans, varied as noted herein, be put to members for
approval. The full text of the Incentive Plans, as amended as noted above, are
available on SEDAR at www.sedar.com (http://www.sedar.com) .

The Board believes these amendments to be favourable to the interests of
shareholders and thanks those members that took the time to engage with the
Group on this matter.

The Board will continue to consult with its shareholders at future events. Our
upcoming events are available on our website here,
https://www.solgold.com.au/investors-center/#event
(https://www.solgold.com.au/investors-center/#event) .

The Board will also continue to recognise member expectations and will ensure
that these are considered within its corporate governance and future
announcements going forward.

There is no change to the date, time, and place of the SolGold EGM and will be
held on Thursday 30 June 2022 at 9:00 pm (Brisbane, Australia time), 7:00 am
(Toronto time), 12:00 pm (London time) at the offices of HopgoodGanim, Level
8, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000 Australia and
electronically via the Lumi platform (https://web.lumiagm.com/177-699-835
(https://web.lumiagm.com/177-699-835) ).

Action to be taken

Shareholders who cannot attend and vote at the EGM should complete and lodge
the proxy form in respect of all items of business at the EGM, if they have
not already done so.

If you have already lodged a proxy form and you do not wish to change your
voting instructions, you do not need to do anything.  If you have already
lodged a proxy form and you do wish to change your voting instructions, you
will need to lodge a revised proxy form that will then take precedence over
the original proxy form previously submitted (provided it is received after
the original proxy form). Alternatively, you can complete and update your
proxy vote online following the instructions on the proxy form.

The latest time for receipt of proxy forms has not changed. Please ensure that
you submit your proxy form by the time set out on the proxy form and in the
Notice of Meeting.

Board recommendation

The Board considers that the items for all Resolutions 1 to 4 set out in the
Notice of Meeting are in the best interests of shareholders of SolGold as a
whole and recommends that you vote in favour of all Resolutions.

 

By order of the Board

Dennis Wilkins

Company Secretary

Annexure - Amended Change of Control Definition to apply to the Incentive
Plans

Change of Control

means the occurrence of any one or more of the following events:

(i)    a consolidation, merger, amalgamation, arrangement or other
re-organisation or acquisition involving the Company and another company or
other entity, as a result of which the holders of Voting Securities prior to
the completion of the transaction hold less than 50% of the outstanding Voting
Securities of the successor company after completion of the transaction;

(ii)   the sale, lease, exchange or other disposition, in a single
transaction or a series of related transactions, of assets, rights or
properties of the Company which have an aggregate book value greater than 30%
50% of the book value of the assets, rights and properties of the Company on a
consolidated basis to any other person or entity, other than a disposition to
a wholly-owned Affiliate in the course of a re-organisation of the assets of
the Company and its Affiliates;

(iii)  a resolution is adopted to wind-up, dissolve or liquidate the Company;

(iv) any person, entity or group of persons or entities acting jointly or in
concert (an "Acquiror") acquires or acquires control (including, without
limitation, the right to vote or direct the voting) of Voting Securities
which, when added to the Voting Securities owned of record or beneficially by
the Acquiror or which the Acquiror has the right to vote or in respect of
which the Acquiror has the right to direct the voting, would entitle the
Acquiror and/or associates and/or Affiliates of the Acquiror to cast or to
direct the casting of 50% or more of the votes attached to all of the
Company's outstanding Voting Securities which may be cast to elect directors
of the Company or the successor company (regardless of whether a meeting has
been called to elect directors);

(v)  as a result of or in connection with: (A) a contested election of
directors, or (B) a consolidation, merger, amalgamation, arrangement or other
re-organisation or acquisition involving the Company or any of its Affiliates
and another company or other entity (a "Transaction"), fewer than 50% of the
directors of the Company are persons who were directors of the Company
immediately prior to such election or the Transaction; or

(vi) the Directors adopt a resolution to the effect that a Change of Control
as defined herein has occurred or is imminent.

For the purposes of the foregoing, "Voting Securities" means Shares and any
other shares entitled to vote for the election of directors and shall include
any security, whether or not issued by the Company, which are not shares
entitled to vote for the election of directors but are convertible into or
exchangeable for shares which are entitled to vote for the election of
directors including any options or rights to purchase such shares or
securities.

 

 

CONTACTS

 

 Dennis Wilkins

 SolGold Plc (Company Secretary)                                    Tel: +61 (0) 7 3303 0660

 dwilkins@solgold.com.au (mailto:dwilkins@solgold.com.au)

 Fawzi Hanano

 SolGold Plc (Investors / Media)                                    Tel: +44 (0) 20 3823 2130

 fhanano@solgold.com.au (mailto:fhanano@solgold.com.au)

 Tavistock (Media)

 Jos Simson / Gareth Tredway                                        Tel: +44 (0) 20 7920 3150

Follow us on twitter @SolGold_plc

Certain information contained in this announcement would have been deemed
inside information.

ABOUT SOLGOLD

SolGold is a leading resources company focussed on the discovery, definition
and development of world-class copper and gold deposits. In 2018, SolGold's
management team was recognised by the "Mines and Money" Forum as an example of
excellence in the industry and continues to strive to deliver objectives
efficiently and in the interests of shareholders. SolGold is exploring the
length and breadth of this highly prospective and gold-rich section of the
Andean Copper Belt which is currently responsible for approximately 40% of
global mined copper production.

The Company operates with transparency and in accordance with international
best practices. SolGold is committed to delivering value to its shareholders,
while simultaneously providing economic and social benefits to impacted
communities, fostering a healthy and safe workplace and minimizing the
environmental impact.

Dedicated stakeholders

SolGold employs a staff of approximately 800 employees of whom 99% are
Ecuadorian. This is expected to grow as the operations expand at Cascabel, and
in Ecuador generally. SolGold focusses its operations to be safe, reliable and
environmentally responsible and maintains close relationships with its local
communities. SolGold has engaged an increasingly skilled, refined and
experienced team of geoscientists using state of the art geophysical and
geochemical modelling applied to an extensive database to enable the delivery
of ore grade intersections from nearly every drill hole at Alpala. SolGold has
close to 60 geologists on the ground in Ecuador exploring for economic copper
and gold deposits.

About Cascabel and Alpala

The Alpala deposit is the main target in the Cascabel concession, located on
the northern section of the heavily endowed Andean Copper Belt, the entirety
of which is renowned as the base for nearly half of the world's copper
production. The project area hosts mineralisation of Eocene age, the same age
as numerous Tier 1 deposits along the Andean Copper Belt in Chile and Peru to
the south. The project base is located at Rocafuerte within the Cascabel
concession in northern Ecuador, an approximately three-hour drive on sealed
highway north of the capital Quito, close to water, power supply and Pacific
ports.

Having fulfilled its earn-in requirements, SolGold is a registered shareholder
with an unencumbered legal and beneficial 85% interest in ENSA (Exploraciones
Novomining S.A.) which holds 100% of the Cascabel concession covering
approximately 50km(2). The junior equity owner in ENSA is required to repay
15% of costs since SolGold's earn in was completed, from 90% of its share of
distribution of earnings or dividends from ENSA or the Cascabel concession. It
is also required to contribute to development or be diluted, and if its
interest falls below 10%, it shall reduce to a 0.5% NSR royalty which SolGold
may acquire for US$3.5million.

SolGold's Regional Exploration Drive

SolGold is using its successful and cost-efficient blueprint established at
Alpala, and Cascabel generally, to explore for additional world class copper
and gold projects across Ecuador. SolGold is a large and active concessionaire
in Ecuador.

The Company wholly owns four other subsidiaries active throughout the country
that are now focussed on a number of high priority copper and gold resource
targets, several of which the Company believes have the potential, subject to
resource definition and feasibility, to be developed in close succession or
even on a more accelerated basis compared to Alpala.

SolGold is listed on the London Stock Exchange and Toronto Stock Exchange
(LSE/TSX: SOLG). The Company has on issue a total of 2,293,816,433 fully paid
ordinary shares and 32,250,000 share options.

See www.solgold.com.au (http://www.solgold.com.au) for more information.
Follow us on twitter @SolGold plc

 

CAUTIONARY NOTICE

News releases, presentations and public commentary made by SolGold plc (the
"Company") and its Officers may contain certain statements and expressions of
belief, expectation or opinion which are forward looking statements, and which
relate, inter alia, to interpretations of exploration results to date and the
Company's proposed strategy, plans and objectives or to the expectations or
intentions of the Company's Directors, including the plan for developing the
Project currently being studied as well as the expectations of the Company as
to the forward price of copper.  Such forward-looking and interpretative
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 interpretations and forward-looking statements.

Accordingly, the reader should not rely on any interpretations or
forward-looking statements; and save as required by the exchange rules of the
TSX and LSE or by applicable laws, the Company does not accept any obligation
to disseminate any updates or revisions to such interpretations or
forward-looking statements.  The Company may reinterpret results to date as
the status of its assets and projects changes with time expenditure, metals
prices and other affecting circumstances.

This release may contain "forward‑looking information" within the meaning of
applicable Canadian securities legislation.  Forward‑looking information
includes, but is not limited to, statements regarding the Company's plans for
developing its properties.  Generally, forward‑looking information can be
identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be
taken", "occur" or "be achieved".

Forward‑looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward‑looking
information, including but not limited to: transaction risks; general
business, economic, competitive, political and social uncertainties; future
prices of mineral prices; accidents, labour disputes and shortages and other
risks of the mining industry.  Although the Company has attempted to identify
important factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other factors
that cause results not to be as anticipated, estimated or intended.  There
can be no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in
such statements.  Factors that could cause actual results to differ
materially from such  forward-looking information include, but are not
limited to, risks relating to the ability of exploration activities (including
assay results) to accurately predict mineralization; errors in management's
geological modelling and/or mine development plan; capital and operating costs
varying significantly from estimates; the preliminary nature of visual
assessments; delays in obtaining or failures to obtain required governmental,
environmental or other required approvals; uncertainties relating to the
availability and costs of financing needed in the future; changes in equity
markets; inflation; the global economic climate; fluctuations in commodity
prices; the ability of the Company to complete further exploration activities,
including drilling; delays in the development of projects; environmental
risks; community and non-governmental actions; other risks involved in the
mineral exploration and development industry; the ability of the Company to
retain its key management employees and skilled and experienced personnel; and
those risks set out in the Company's public documents filed on SEDAR at
www.sedar.com (http://www.sedar.com) .  Accordingly, readers should not place
undue reliance on forward‑looking information. The Company does not
undertake to update any forward-looking information, except in accordance with
applicable securities laws.

The Company and its officers do not endorse, or reject or otherwise comment on
the conclusions, interpretations or views expressed in press articles or
third-party analysis, and where possible aims to circulate all available
material on its website.

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