Application Lodged to List on Australian Exchange

RNS Number : 1784S

SolGold PLC

28 November 2012

 

28 November 2012

Announcement to London Stock Exchange

SolGold plc

Listing Application Lodged for Australian Securities Exchange

The Board of Directors of SolGold plc (AIM: SOLG) is pleased to advise that the Company has submitted an application to the Australian Securities Exchange (ASX) for admission to the Official List.  This follows the lodgement of a Prospectus with the Australian Securities and Investments Commission (ASIC) for the raising of AUD5,000,000 by way of the offer of 20,000,000 CHESS Depository Interests (CDIs) at an issue price of AUD0.25 each (Offer).  Every two (2) CDIs will represent eleven (11) fully paid ordinary shares in the capital of the Company.  The CDIs will be traded on the ASX.  SolGold's ordinary shares will continue to be traded on AIM, and the Company has no intention of de-listing from AIM.

The Offer comprises the issue of 20,000,000 CDIs to raise gross proceeds of AUD5,000,000, with the ability to issue a further 4,000,000 CDIs to raise an additional AUD1,000,000 in oversubscriptions.  The AUD5,000,000 Offer is underwritten by RBS Morgans Corporate Ltd (Underwriter).

In order to more easily satisfy and manage Australasian interest in SolGold, the Prospectus has been prepared in accordance with Australian legal requirements, and will not be lodged in the UK.  The Company is now awaiting regulatory approval of the Prospectus by ASIC ahead of its publication and expected distribution in early December.  The Offer will only be open to Australian resident investors.

The Underwriter has entered into a sub-underwriting agreement with Mather Investments (Qld) Pty Ltd ACN 156 050 752 (Sub-underwriter), an entity associated with Mr Nicholas Mather, a Director of SolGold (Sub-underwriting Agreement).

The Underwriter has appointed the Sub-underwriter to sub-underwrite, pursuant to the Offer, 20,000,000 CDIs at $0.25 each for a total of $5,000,000 (Sub-underwritten Amount).

Under the terms of the Sub-underwriting Agreement, the Underwriter has agreed to pay the Sub-underwriter a sub-underwriting commission of 5% of the Sub-underwritten Amount.  However, the amount of the commission payable to the Sub-underwriter will be reduced by an amount of 4% on any CDIs issued pursuant to the Offer which are subject to firm allocation implemented by the Underwriter, subject to the Sub-underwriter's right to place up to $2,000,000 of the Sub-underwritten amount.  In addition, the Underwriter has agreed to pay the Sub-underwriter a fee of 1% in respect of any funds raised from any of the above identified parties being issued CDIs pursuant to any oversubscriptions.

The Sub-Underwriting Agreement constitutes a related party transaction under the AIM Rules for Companies.  The independent directors of the Company (being the directors excluding Nicholas Mather) consider, having consulted with the Company's NOMAD RFC Ambrian Limited, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

At completion of the Offer, if the Sub-underwriter is required to subscribe for all of the Sub-underwritten Amount, it is possible that the Sub-underwriter may be issued with up to a maximum of 20,000,000 CDIs, which would result in Nicholas Mather and his associated entities holding 30.73% of the voting power in the Company (assuming no oversubscriptions) as set out below

	Current Shares on issue		Shares on issue after completion of Offer (assuming no oversubscriptions)
	Number	%	Number	%
Nicholas Mather and associates	54,157,430	12.77%	164,157,430	30.73%

Note: This table assumes that the Sub-Underwriter is required to subscribe for the full Sub-underwritten Amount, that no oversubscriptions are issued and that no further securities in the Company are issued (including on exercise of any Options held by Mr Mather or his associated entities).

Please note that such an outcome, were it to happen, may give rise to a potential change in control of the Company by virtue of the obligations that arise under the Company's Articles of Association if a shareholder or its associates acquires 30% or more of the voting shares in the Company.

Under the current timetable, it is anticipated that the Offer will open on 5 December 2012 and run through to 19 December 2012.  Subject to a successful raising and the requisite regulatory approvals, it is anticipated that SolGold will commence trading on the ASX on or around 14 January 2013 with the ASX ticker code "SLG".

Cameron Wenck, Chairman of SolGold, commented, "The Board of SolGold is pleased that the process of obtaining an ASX listing is close to finalisation.  We believe that the dual listing of the Company will provide SolGold with access to a broader capital market base with and a strong understanding of resources."

The Company will continue to keep the market informed of progress in relation to the ASX-listing process and the Offer.

By order of the Board

Karl Schlobohm

Company Secretary

Contacts:

Mr Karl Schlobohm                                                                                                        Tel: [phone]

SolGold Plc (Company Secretary)

[e-mail] 

Mr Ewan Leggat / Katy Birkin                                                                                      Tel: [phone]

SP Angel Corporate Finance LLP (Broker)

[e-mail] / [e-mail] 

Mr Stephen Weir                                                                                                            Tel: [phone]

RFC Ambrian Limited (Nominated Advisor)

[e-mail]  

NOTES TO EDITORS

SolGold's exploration projects are located in northern Ecuador, Australia, and the Solomon Islands. In Australia, they comprise the Rannes, Mt Perry, Cracow West and Normanby Projects, all in southeast Queensland. In the Solomon Islands they comprise the Fauro Project (located on Fauro Island), and the Guadalcanal Joint Venture with Newmont Mining Corporation, and in Ecuador a JV with Cornerstone Capital Resources on the Cascabel gold-copper project.

In July 2012, SolGold and Cornerstone Capital Resources Inc. announced that they had signed a Definitive Option Agreement whereby SolGold may acquire up to 85% of Cornerstone's 100% owned 5,000 hectare Cascabel gold-copper-silver property in northern Ecuador.

The Cascabel project is located approximately 120 km north of Ecuador's capital, Quito, 20 km south of the Colombian border, and 75 km inland from the coastal city of San Lorenzo. The gold-copper porphyry project is located within the Andean western cordillera, host to numerous Tier 1 world class copper-gold deposits through Chile, Peru, Ecuador and Colombia.

At the Rannes project SolGold has announced Indicated and Inferred resources of 18.7 million tonnes at 0.9 g/t gold equivalent (gold + silver) for 550,146 ounces of gold equivalent (296,657 ounces of gold and 10,137,736 ounces of silver; see announcement dated 23 May 2012 for details of the resource statement and gold equivalent ratios). The 2012 exploration program, including planned drilling to define new ore positions and grow the resource, is underway.

Exploration continues at Mt. Perry, Normanby and Cracow West.

In the Solomon Islands, the 2012 exploration program on the Fauro project has been delayed while a JV partner is sought to pursue drilling of gold-copper targets defined in the 2011 exploration program.  The 2012 Guadalcanal Joint Venture with NVL Solomon Islands Limited (a subsidiary of NYSE-listed Newmont Mining Corporation) is now seeking expressions of interest for possible divestment.

SolGold's strategy is to be an integrated gold and copper discoverer, developer and miner.

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 16.3% of its issued share capital.

SolGold is based in Brisbane, Queensland, Australia.  The Company listed on London's Alternative Investment Market in 2006, under the AIM Code 'SOLG' and currently has a total of 424,242,966 fully-paid ordinary shares, 10,700 Convertible Redeemable Preference Shares, 9,472,000 options exercisable at 50p, 1,250,000 options exercisable at 28p and 1,250,000 options exercisable at 14p on issue.  Further details concerning the Company's key projects and personnel can be found at www.solgold.com.au.

 

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