Notice of General Meeting

RNS Number : 0552K

SolGold PLC

16 September 2016

 

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 Scott Caldwell 16 September 2016

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 11:00am (Brisbane, Australia time) on Thursday 13 October 2016 (the "Notice of GM").

The Company would like to propose the following Ordinary Resolutions 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 £6,000,000, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.

Resolution 2

Resolution 2 proposes to approve the terms upon which Newcrest International Pty Ltd (Newcrest International) will invest USD10,868,592 (approximately GBP8,260,130) for 135,857,401 new ordinary shares in the Company at a price of USD $0.08 cents (approximately 6 pence) each on the terms outlined in a Share Subscription Agreement executed by Newcrest International, Newcrest Mining Ltd (Newcrest) and SolGold on 30 August 2016 (Share Subscription Agreement).

The proposed investment by Newcrest International represents 10% of the issued share capital of the Company based on the present issued share capital of 1,222,716,605 shares.

Under the Share Subscription Agreement Newcrest International has anti-dilution rights in respect of capital issues for cash or non-cash consideration to a maximum 10% of SolGold, and top up rights in respect of certain other capital issues, provided Newcrest International does not drop below a 5% shareholding level.

Newcrest International has a right to appoint a Director to the SolGold Board provided the Newcrest group holding in SolGold does not drop below a 10% shareholding level.

Newcrest International has agreed for a 3 year period to support the recommendations of the Board of Directors in respect of the SolGold Board composition.

Newcrest International has agreed for a 3 year period to vote in favour of resolutions such as Resolutions 1 and 3 where those resolutions have the support of at least 60% of the votes which may be cast by persons present at the meeting or voting by proxy.

Newcrest International has further agreed for a 3 year period to vote in favour of shareholder resolutions required to be passed for change of control transactions in respect of either the Company or the Cascabel Project where such a transaction is the subject of a favourable report from an Independent Expert and has the support of at least 60% of the votes which may be cast by persons present at the meeting or voting by proxy.

Additionally Newcrest International has agreed for a 3 year period in the event of a takeover bid by way of tender offer to shareholders for the Company (Offer), to accept that Offer where it is supported by the recommendations of any Independent Expert appointed by the SolGold Board and holders of at least 60% of the shares in the Company have accepted the Offer.

Under the Share Subscription Agreement Newcrest International is not required to complete and may, by notice to the Company, terminate the Share Subscription Agreement before the completion date (being within 5 business days of SolGold shareholder approval) where:

·      the Company is subject to an Insolvency Event;

·      a warranty given by the Company under the Share Subscription Agreement that is qualified by materiality is incorrect, or is misleading; or a warranty that is not qualified by materiality is incorrect, or is misleading in a material respect; 

·      a military coup takes place resulting in an overthrow of the government of Ecuador;

·      if the holder of the Cascabel Project loses any mineral or mining concession in respect of the Cascabel Project; or

·      the FTSE 100 closes at a level which is 25% or more below the level at which it closed on the date of this agreement, for a total period of 10 Business Days or more (which days do not need to be consecutive).

This resolution is subject to the passing of Resolutions 1 and 3.

Interests assocciated with Nicholas Mather, the CEO of the Company have agreed to vote in favour of Resolutions 1, 2 and 3.  They collectively hold some 89,268,275 shares or 7.30% of the current issued share capital of the Company.

Additionally, DGR Global Ltd (DGR), a substantial shareholder in the Company, has agreed to vote in favour of Resolutions 1 ,2 and 3.  DGR holds some 207,397,714 shares or 16.96% of the current issued share capital of the Company.

DGR is entitled to change its voting intentions in the event that prior to the meeting the Company receives an offer from a third party or parties (Third Party) to subscribe for Shares on terms that in the reasonable opinion of the Board are more favourable to the Company than the terms upon which Newcrest International has agreed to subscribe (Competing Proposal) having regard to all of the relevant surrounding circumstances including but not limited to:

(a)   the public and market perception of Newcrest International's endorsement for the  Company and the likely success of the Cascabel Project;

(b)   the exploration, developmental, mining and other technical expertise to be brought to the Cascabel Project as a result of the investment by Newcrest International and other transactions and agreements entered into between or contemplated by the parties;

(c)   the price at which Shares would be issued to the Third Party;

(d)   the size of the Third Party's proposed investment in the Company;

(e)   the Third Party's stated intentions, and its record of relations with the exploration and development community; and

(f)    Newcrest International's overall support for the Company and the Board as reflected in the terms of this agreement. 

In the event that the Conmpany receives a Competing Proposal, it is required to give notice of the same to Newcrest International whereupon the Company has agreed not to issue or agree to issue any shares in the Company for a period of 2 business days from issue of such notice.

At the date of the Notice of Meeting, the Company has not received a Competing Proposal.

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

Resolution 3

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 £6,000,000.

Shareholder Voting

All Shareholders registered as holding ordinary shares of the Company at 4pm (Brisbane, Australia time) on 10 October 2016, 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 Resolutions 1 and 2, and Special Resolution 3 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 13 October 2016 at 11.00am (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 Resolutions 1 and 2 which will be proposed as Ordinary Resolutions and Resolution 3 which will be proposed as a Special Resolution:

1.             That, in addition to all existing authorities to the extent unused, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company 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 £6,000,000 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 the passing of Resolutions 1 and 3, the Company approve the  the issue and allotment to Newcrest International 135,857,401 new ordinary shares in the Company at a price of USD8 cents (approximately 6 pence) each and otherwise on the terms of the Share Subscription  Agreement.

3.             That subject to, and conditional on, the passing of Resolution 1, and in addition to all existing authorities to the extent unused, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560(1) 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 the allotment of equity securities up to an aggregate nominal amount of £6,000,000, and this power 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
16 September 2016

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 13 October 2016 at 11.00am (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 13 October 2016 and at any adjournment of the meeting.

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

RESOLUTIONS	For	Against	Votes withheld	Discretionary
ORDINARY RESOLUTIONS:
1.     That, in addition to all existing authorities to the extent unused, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot 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 £6,000,000.
2.     That subject to the passing of Resolutions 1 and 3 , the Company approve the issue and allotment  to Newcrest International of 135,857,401 new ordinary shares in the Company at a price of USD8 cents (approximately 6 pence) each. and otherwise on the terms of the Share Subscription  Agreement.
SPECIAL RESOLUTION:
3.  That subject to, and conditional on, the passing of Resolution 1, and in addition to all existing authorities to the extent unused, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560(1) 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 the allotment of equity securities up to an aggregate nominal amount of £6,000,000.

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).
	______________________          2016

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 4pm on 10 October 2016, 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.

CONTACTS

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                                                                                                Tel: [phone]

SP Angel Corporate Finance LLP (NOMAD and Broker)

[e-mail]

 

END

 

 

NOGGIGDCXUBBGLL