Notice of General Meeting

RNS Number : 5290E

SolGold PLC

04 November 2015

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended).  If you have sold or transferred all of your shares in SolGold Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

SOLGOLD PLC

(Registered in England & Wales with Company No. 5449516)

Directors Nicholas Mather Brian Moller Robert Weinberg John Bovard 4 November 2015

Registered Office 201 Bishopsgate London EC2M 3AB United Kingdom Corporate Office Level 27, 111 Eagle Street (GPO Box 5261) Brisbane, Qld 4000 Australia Tel: + 61 7 3303 0660 Fax: [phone] Email: [e-mail] Website: www.solgold.com.au

Dear Shareholder,

Introduction

The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by SolGold Plc ("SolGold" or the "Company") as set out in the attached notice convening a General Meeting ("GM") of the Company at 3:30pm (Brisbane, Australia time) on 27 November 2015 (the "Notice of GM").

The Company would like to propose the following Ordinary Resolution at the GM:

Resolution 1

Resolution 1 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £4,000,000, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.

The Company is also proposing the following Special Resolution at the GM:

Resolution 2

The Companies Act 2006 (the "Act") requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement.  It is proposed that this authority also be renewed for the same period as the authority under Resolution 1.  The Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued up to a nominal amount of ordinary shares equal to £4,000,000.

Shareholder Voting

All Shareholders registered as holding ordinary shares of the Company at 3:30pm (Brisbane, Australia time) on 25 November 2015, or any adjournment of it shall be (unless otherwise entitled to do so) entitled to attend the GM and vote on the Resolutions proposed.

Action to be taken by Shareholders

Attached to the Notice of GM accompanying this letter is a Proxy Form for use by Shareholders.  Shareholders are invited and encouraged to attend the GM or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company. Lodgement of a Proxy Form will not preclude the Shareholder from attending and voting at the GM in person.

Shareholders can either deliver the Proxy to SolGold by hand, by mail, by facsimile or as an attachment by email to the Company Secretary ( [e-mail] ).

Recommendation

The Board of Directors believes that Ordinary Resolution 1 and Special Resolution 2 are fair and reasonable and in the best interests of the Company and Shareholders alike, and therefore recommends you to vote in favour of them. 

Yours faithfully,

Karl Schlobohm

Company Secretary

SOLGOLD PLC

(Incorporated in England and Wales with registered number 5449516)

________________________________________

NOTICE OF  GENERAL MEETING

________________________________________

Notice is hereby given that the  general meeting of SolGold Plc (the "Company") will be held on 27 November 2015 at 3:30pm (Brisbane Australia time) at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia for the following purposes:

To consider and, if thought fit, pass Resolution 1 which will be proposed as Ordinary Resolution and Resolution 2 which will be proposed as a Special Resolution:

1.             That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of £4,000,000 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired.  This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

2.             That subject to, and conditional on, the passing of Resolution 1, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the  Act) for cash pursuant to the authority given by Resolution 1 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(a)       the allotment of equity securities in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b)       the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £4,000,000,

and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.

BY ORDER OF THE BOARD OF DIRECTORS

Karl Schlobohm
Company Secretary
4 November 2015

SOLGOLD PLC

(Incorporated in England and Wales with registered number 5449516)

PROXY FORM

NAME AND ADDRESS OF SHAREHOLDER.  Please Complete:

 GENERAL MEETING of SOLGOLD PLC (the "Company") to be held at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia on Tuesday 27 November 2015 at 3:30pm (Brisbane Australia time), and at any adjourned meeting.

Before completing this form, please read the explanatory notes following this Proxy Card.

I/We being a member of the Company appoint ______________________________ or, failing him/her, the Chairman of the Meeting to act as my/our proxy to attend and vote on my/our behalf at the GM of the Company to be held on 27 November 2015 and at any adjournment of the meeting.

(Please use a black pen.  Mark with an X inside the box)

RESOLUTIONS	For	Against	Votes withheld              (see note 8)	Discretionary (see note 8)
ORDINARY RESOLUTION:
1.     That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to a maximum aggregate nominal amount of £4,000,000.
SPECIAL RESOLUTION:
2.     That, subject to and conditional on the passing of Resolution 1, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash as if section 561(1) of the Act did not apply.

YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOUR OF ALL OF THE ABOVE RESOLUTIONS

In order to assist us in the preparation of the meeting, please indicate by placing an X in the relevant box below whether you will be attending the meeting.

	YES	NO
I/We will be attending the meeting

I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form.  Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date	In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. Director or secretary).
	______________________          2015

NOTES TO THE PROXY CARD:

1.             As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2.             Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3.             A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.  If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4.             You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar or Company Secretary.

5.             In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company's register of members not later than 3:30pm on 25 November 2015, if the meeting is adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.

6.             To be valid for the meeting, a form of proxy should be completed, signed and lodged (together with any power of authority or any other authority under which it is signed or a duly certified copy of such power of authority) with:

             For residents in Australia: the Company Secretary resident in the Company's Australian office, GPO Box 5261 (Level 27, 111 Eagle Street, Brisbane, Queensland) 4001, Australia, facsimile number [phone] or by email to the Company Secretary ([e-mail]);

For residents in the UK or elsewhere in the EU: the Company's registered office c/o James Channo, Locke Lord (UK) LLP, 201 Bishopsgate, London EC2M 3AB, United Kingdom, facsimile number [phone];

no later than 48 hours before the time for which the meeting is convened.

7.             The register of Directors' interests in the share capital of the Company and copies of Directors' service contracts are available for inspection during usual business hours, at the registered office of the Company and at the offices of HopgoodGanim, Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 Australia on any weekday (weekends and public holidays excepted) from the date of this notice until the date of the  general meeting and also at the place of the  general meeting for at least 15 minutes prior to, and until the conclusion of the meeting.

8.             To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'  To abstain from voting on a resolution, mark the box "vote withheld".  A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution.  Marking "Discretionary", or failing to mark any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.

9.             The Chairman of the Meeting shall act as a proxy unless another proxy is desired, in which case, insert full name of your proxy in the space provided above.  A proxy will act in his/her discretion in relation to any business, other than that above, at the meeting (including any resolution to amend a resolution or to adjourn the meeting).

10.          In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.

11.          In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders.  For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.

12.          Any alterations to this form should be initialled.

To be effective, all votes must be lodged in accordance with Note 6 above.

 

END

 

 

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