REG - SolGold PLC - Company Update

SolGoldAnnouncement

17/02/2023 07:00

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RNS Number : 1985Q  SolGold PLC  17 February 2023

17 February 2023

SolGold plc

("SolGold" or the "Company")

Company Update

 

The Board of Directors of SolGold (LSE & TSX: SOLG) provides an update
regarding the Company's activities and the progress of the previously
announced Cornerstone Capital Resources Inc. ("Cornerstone") merger
transaction (the "Transaction").

Cornerstone Transaction Update

The SolGold Board acknowledges the delays in closing of the Cornerstone
Transaction.

Closing of the Cornerstone Transaction remains subject to the publication of a
prospectus by SolGold to facilitate admission to listing on the Official List
of the Financial Conduct Authority ("FCA") and to trading on the Main Market
of the London Stock Exchange of the consideration shares to be issued pursuant
to the Transaction.

Due to Canadian regulatory requirements, the Company was required to publish
its interim financial results for the half year ended 31 December 2022
("December Financials") by 14 February 2023. Given this timing, the December
Financials are required to be incorporated into the UK prospectus and the
Company will re-submit the prospectus for approval to the FCA. Publication of
the prospectus is subject to the final approval of the FCA, which may have
further comments.

The Company currently expects the Transaction to close during the week
commencing 27 February 2023 after the publication of the prospectus.

Organizational Optimization

As previously disclosed on 22 November 2022, SolGold is taking a disciplined
approach to the allocation of resources. The Company is undertaking
initiatives to restructure the organization, which will include a reduction in
our workforce across all areas of the Company, ensuring more appropriate
levels of personnel are in place. The Company is also taking steps to reduce
the number of time zones of its operations and focusing resources in-country
to best advance Cascabel and surrounding high-priority targets.

SolGold is also in the process of hiring a permanent Chief Financial Officer.
This process is being led by the Audit Review Committee and is expected to be
finalised in the coming weeks.

Scott Caldwell, Interim CEO of SolGold, commented:

"I remain fully committed to ensuring that all shareholders are rewarded for
funding the world-class Cascabel discovery. Our top priority is closing the
Cornerstone transaction and advancing the ongoing strategic review. In
parallel, we are focused on optimizing the organization and ensuring a
disciplined approach to the allocation of resources aligned with the Company's
value maximization objectives.

The delays are inexcusable. I am leading, with the support of the Board, a
swift reset in the organization with an emphasis on creating a
performance-oriented culture with accountability to all stakeholders as a core
principle. As a fellow shareholder, I believe it is imperative to take bold
action now, ahead of the close of the Cornerstone transaction. I am working
closely with our team to ensure that the impact of any organizational change
accelerates our strategic objectives. In my assessment, the weakness in the
organization has for too long been a culture of non-performance in the
corporate office. However, having recently spent considerable time at Cascabel
and our sites in Ecuador, I am pleased to report that we have a world-class
team on the ground that effectively complements our world-class Cascabel
Project and other prospective assets."

Dan Vujcic, Director of SolGold, commented:

"Whilst we are disappointed with the delay, we will ensure the closing of the
Cornerstone transaction and are advancing the ongoing strategic review. We
have identified several functions that SolGold's team has the capacity to
perform in-house at a significantly lower cost, allowing room for capital to
be allocated to Cascabel and other high-priority targets to benefit all
stakeholders. Cascabel has been adequately studied, and our in-house
capability will ensure that the project progresses efficiently. Subsequent to
the AGM, considerable time has been spent in-country to ensure stability and
progress while establishing a clearer future direction."

Strategic Review

SolGold continues to advance the previously announced Strategic Review. The
Company is well-funded, having recently raised US$86 million in gross proceeds
through the US$50 million royalty investment by Osisko Gold Royalties Ltd and
US$36 million investment, which included Jiangxi Copper (Hong Kong) Investment
Company Limited.

As previously disclosed, the Strategic Review includes, among other things,
evaluating and pursuing value-enhancing opportunities for the Company, such
as:

·    evaluating financing alternatives for the Company;

·    a spin-out of assets, other than the Cascabel project, to all
shareholders;

·    the direct or indirect sale of an interest in the Cascabel project
howsoever effected; or

·      any other transaction or series of related transactions.

This announcement was approved for release by Rufus Gandhi - Company
Secretary.

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

CONTACTS

 Scott Caldwell

 SolGold Plc (Interim CEO)                                           Tel: +44 (0) 20 3807 6996

 Dan Vujcic

 SolGold Plc (Non-Executive Director)                                Tel: +61 (451) 634 120

 Tavistock (Media)

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

ABOUT SOLGOLD

SolGold is a leading resources company focused on the discovery, definition
and development of world-class copper and gold deposits and continues to
strive to deliver objectives efficiently and in the interests of shareholders.
SolGold is exploring the length and breadth of the highly prospective and
gold-rich section of the Andean Copper Belt, which is currently responsible
for 40% of global mined copper production.

SolGold is committed to delivering value to its shareholders while
simultaneously providing economic and social benefits to impacted communities
and Ecuador nationally, fostering a healthy and safe workplace and minimizing
the environmental impact.

SolGold is listed on the London Stock Exchange and Toronto Stock Exchange
(LSE/TSX: SOLG).

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". 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.

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