REG - SolGold PLC - Completion of Issue of Shares

SolGoldAnnouncement

12/12/2022 07:00

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RNS Number : 3473J  SolGold PLC  12 December 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR")

 

12 December 2022

SolGold plc

("SolGold" or the "Company")

Completion of Issue of Shares

 

The Board of Directors of SolGold (LSE & TSX:SOLG) is pleased to announce
the successful placing of 180,000,000 new ordinary shares (the "Investment
Shares") at a price of US$0.20 per share (the "Investment") to investors,
including Jiangxi Copper (Hong Kong) Investment Company Limited ("Jiangxi"),
as announced on 23 November 2022. Jiangxi has subscribed to 155,000,000 of the
Investment Shares and Maxit Capital LP ("Maxit") has subscribed to 23,000,000
of the Investment Shares. The Investment raised aggregate gross proceeds of
US$36,000,000.‎

Scott Caldwell, Interim CEO of SolGold, commented:

"We are very pleased to welcome Jiangxi as an investor and partner in SolGold.
Jiangxi Copper Company Limited, the parent company of Jiangxi, is one of the
largest global producers of refined copper. Their presence is another
strategic endorsement for SolGold, the world class Cascabel project and
Ecuador as an emerging mining jurisdiction and will be of great benefit to
Ecuadorians and SolGold shareholders. This investment further bolsters
SolGold's balance sheet and provides the Company with greater optionality
while we maintain a disciplined approach to capital allocation to advance
strategic project initiatives and exploration opportunities that hold the most
significant potential to maximise shareholder value."

PDMR participation in the Placing

Certain directors of the Company have agreed to participate via the placing
for the number of Investment Shares at the placing price as set out below:

 Director        Number of Investment Shares
 Scott Caldwell  1,000,000
 James Clare     1,000,000

 

Details of the Investment Shares

The Investment Shares represent approximately 7.3% of ‎the issued ordinary
share capital of the Company following the issue of the Investment Shares.

Jiangxi will own approximately 6.3% ‎of the issued ordinary share capital of
the Company. ‎

The Investment Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing ordinary ‎shares.

The Company has applied for admission of the Investment Shares to the standard
listing segment of the Official List of the FCA and to trading on the Main
Market of the London Stock Exchange ("UK Admission") and the Toronto Stock
‎Exchange (the "TSX") to list the Investment Shares ("TSX Admission"). The
issue of the Investment Shares is conditional, inter alia, upon UK Admission
and the approval of the TSX. It is expected ‎that UK Admission of the
Investment Shares will occur at 8:00 am on or around 13 December 2022 and
‎TSX Admission on or around 13 December 2022.‎

Total Voting Rights

In accordance with the provision of the Disclosure Guidance and Transparency
Rules of the FCA ("DTRs"), the Company confirms that, following UK Admission
of the Investment Shares, its issued share capital will comprise 2,476,051,501
ordinary shares, with no ordinary shares held in treasury‎. This figure may
be used by shareholders as the denominator for calculations by which they will
determine whether 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 DTRs.

Maxit is acting as financial advisor to SolGold.

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

CONTACTS

 

 Rufus Gandhi

 SolGold Plc (Company Secretary)                                    Tel: +61 (0) 7 3180 3823

 Fawzi Hanano/Lia Abady

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

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

 Tavistock (Media)

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

 

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

 

 

IMPORTANT NOTICE

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN SOLGOLD PLC.

THE INVESTMENT SHARES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR DISTRIBUTION
OR DISTRIBUTION TO THE PUBLIC UNDER APPLICABLE CANADIAN SECURITIES LAWS AND,
ACCORDINGLY, ANY SALE OF THE INVESTMENT SHARES WILL BE MADE ON A BASIS WHICH
IS EXEMPT FROM THE PROSPECTUS REQUIREMENTS OF SUCH SECURITIES LAWS ONLY TO
"ACCREDITED INVESTORS" WITHIN THE MEANING ASCRIBED TO THAT TERM IN NATIONAL
INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS, OF THE CANADIAN SECURITIES
ADMINISTRATORS ("NI 45-106"). THE INVESTMENT SHARES ARE NOT BEING OFFERED TO
AND MAY NOT BE PURCHASED BY, OR FOR THE BENEFIT OF, PERSONS RESIDENT IN CANADA
EXCEPT FOR "ACCREDITED INVESTORS". THE INFORMATION INCLUDED IN THIS
ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, COMPLY WITH ALL OF THE
DISCLOSURE REQUIREMENTS THAT WOULD APPLY UNDER APPLICABLE CANADIAN SECURITIES
LAW IF THIS INVESTMENT WAS BEING QUALIFIED PURSUANT TO A PROSPECTUS FILED WITH
THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES AND THE INVESTMENT
SHARES ISSUED TO PERSONS RESIDENT IN CANADA PURSUANT TO THE AVAILABLE
EXEMPTIONS UNDER NI 45-106 WILL BE SUBJECT TO A STATUTORY HOLD PERIOD FOR A
PERIOD OF FOUR MONTHS AND ONE DAY FOLLOWING THE CLOSING OF THE INVESTMENT. NO
SECURITIES COMMISSION OR SIMILAR SECURITIES REGULATORY AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE CONTENTS HEREOF,
OR THE MERITS OF THE INVESTMENT SHARES AND ANY REPRESENTATION TO THE CONTRARY
IS AN OFFENSE UNDER APPLICABLE CANADIAN SECURITIES LAWS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.

The distribution of this Announcement and/or the Investment and/or issue of
the Investment Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or any of its affiliates, agents,
directors, officers or employees that would permit an offer of the Investment
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Investment Shares in any
jurisdiction where action for that purpose is required.  Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute an offer to sell or
issue, or the invitation or solicitation of an offer to buy or acquire, shares
in any jurisdiction where to do so (i) may be unlawful, (ii) would result in
the requirement to comply with any governmental or other consent or any
registration filing or other formality which the corporation regards as duly
onerous, or (iii) would otherwise breach any applicable law or regulation,
including, without limitation, the Restricted Jurisdictions. No public
offering of the Investment Shares is being made in any such jurisdiction.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results.  Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning.  By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company.  As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements.  Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made.  Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Investment or otherwise. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Investment Shares or otherwise. Any indication in this
Announcement of the price at which ordinary shares have been bought or sold in
the past cannot be relied upon as a guide to future performance.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

The Investment Shares to be issued pursuant to the Investment will not be
admitted to trading on any stock exchange other than the London Stock Exchange
and the Toronto Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE
INVESTMENT SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT
AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE INVESTMENT
SHARES.

Neither the Toronto Stock Exchange nor its Regulation Services Provider
accepts responsibility for the contents of this news release.

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