Advance on Open Offer Commitment

RNS Number : 3954I

SolGold PLC

25 March 2015

 



25 March, 2015

SolGold plc

("SolGold" or the "Company")

Advance on Open Offer Funding from DGR Global and Director Fee Conversion

The Board of SolGold (AIM code: SOLG) wishes to advise that the Company has agreed with DGR Global Limited ("DGR Global") to advance part of its binding Open Offer commitment pledged at the time of the announcement of the Open Offer on 18 March 2015.

Pursuant to a loan agreement entered into today, DGR Global will make available to SolGold up to A$300,000 (approximately £155,000) in short-term debt funding.  The principal terms of the loan are as follows:

Principal sum:            A$300,000

Interest rate:              9.5% per annum

Term:                           The earlier of the closing of the Open Offer or 30 June 2015.

As detailed in the announcement and circular dated 18 March 2015 ("Circular"), DGR Global has irrevocably committed to take up its full Open Offer Entitlement amounting to approximately A$527,000 (approximately £265,000), and in addition has stated its intention to apply for approximately A$633,000 (approximately £317,000) of Excess Shares (with allocation subject to the Excess Open Offer Formula outlined in the Circular).  Accordingly, it is intended by the parties that the A$300,000 loan be treated as an advance on DGR Global's Open Offer commitment which will be converted into Open Offer Shares.

Brian Moller and Nicholas Mather, are Directors of both SolGold and DGR Global.  The loan by DGR Global to SolGold constitutes a related party transaction under the AIM Rules.  The Directors other than Messrs Moller and Mather consider, having consulted with SP Angel, the Company's nominated adviser, that the terms of the loan are fair and reasonable insofar as its Shareholders are concerned.

Director Participation

In addition, as announced and detailed in the Circular, Messrs Mather, Moller, Bovard and Weinberg intend to take up their full Open Offer Entitlement, with Mr Nicholas Mather also intending to apply for 9,080,072 Excess Shares (with allocation subject to the Excess Open Offer Formula outlined in the Circular). 

The following Directors have agreed with the Company to offset Directors' fees owing to them to fully or partially meet the costs of their subscription for Open Offer Shares:

Director	Outstanding Fees	Equivalent amount in Open Offer Shares	Open Offer Entitlement under the Open Offer
Nicholas Mather	$37,500	646,551	10,919,928
Robert Weinberg	$16,667	287,362	445,498
John Bovard	$31,973	551,259	551,259

Shareholders are reminded that the latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) is 11.00am on 8 April 2015.

It is expected that the results of the Open Offer will be announced at 8.00am on 9 April 2015.

Unless otherwise stated, capitalised terms used herein shall bear the same meanings as defined in the Circular.

By order of the Board

Karl Schlobohm

Company Secretary

Contacts:

Mr Alan Martin

SolGold Plc (CEO and Managing Director)                                                    Tel: [phone]

[e-mail]

Mr Nicholas Mather                                                                                         Tel: [phone]

SolGold Plc (Executive Director)                                                                     [phone]

[e-mail]

Mr Karl Schlobohm                                                                                          Tel: [phone]

SolGold Plc (Company Secretary)

[e-mail]

Mr Ewan Leggat / Ms Katy Birkin                                                                Tel: [phone]

SP Angel Corporate Finance LLP (NOMAD and Broker)

[e-mail]

Richard Greenfield / Alexandra Carse                                                        Tel: [phone]

GMP Securities Europe LLP (Joint Broker)

[e-mail]

Mr Dominic Barretto / Ms Anna Legge                                                      Tel: [phone]

Yellow Jersey PR Limited (Financial PR)

[e-mail]

Follow us on twitter@SolGold_plc

NOTES TO EDITORS

SolGold is a Brisbane based, AIM-listed (SOLG) copper gold exploration and development company with assets in Ecuador, the Solomon Islands and Australia.  The Company's objective is to create substantial shareholder value by discovering and defining world-class copper-gold deposits. SolGold's Board and Management Team have significantly vested interests in the Company as well as strong track records in the areas of exploration mine development, investment, finance and law.

Cascabel, the Company's 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 ExploracionesNovomining 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 the Company has completed geological mapping, soil sampling programme, 14km² and 9km² Induced Polarisation and Magnetotelluric "Orion" survey at the Alpala target and Aguinaga target respectively. Diamond drilling continues.

In Queensland, Australia the Company is evaluating the forward exploration for the Mt Perry, Rannes and Normanby projects.  Joint venture agreements are still being investigated with the strategy for the joint venture partner to commit funds and carry out exploration to earn in interest in the tenements.

In the Solomon Islands, SolGold holds three tenements; Kuma, Lower Koloula and Malukuna. Results for the soil and rock sampling program from the Kuma tenement are being interpreted to determine the next stage of exploration.

SolGold's Board includes accomplished professionals with strong track records in the areas of exploration, mine development, investment, finance and law.  Board and Management have significantly vested interests in the Company, holding approximately 14% of its issued share capital.

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 685,745,030 fully paid ordinary shares, 12,820,000 options exercisable at 50p, 12,730,000 options exercisable at 28p and 9,730,000 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 statementsinvolve 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.

 

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