Results of Placing

RNS Number : 0985P

SolGold PLC

05 June 2020

 

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.

THIS ANNOUNCEMENT  DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN ‎THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH ‎ INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE ‎INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL ‎ THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. ‎

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014

5 June 2020

SolGold plc

("SolGold" or the "Company")

Results of Placing

The Board of Directors of SolGold (LSE & TSX: SOLG) is pleased to announce the successful completion of the placing of ordinary shares in the capital of the Company announced yesterday afternoon (the "Placing").

A total of 121,359,680 New Ordinary Shares in the capital of the Company ("Placing Shares") have been placed with new and existing investors at a placing price of 21.5 pence per Placing Share.  Concurrently with the Placing, certain directors of the Company have subscribed (the "Subscription") for ‎162,790‎ new ordinary shares in the capital of the Company (the "Subscription Shares") at the Placing Price.  In addition, retail investors have subscribed in an offer made by the Company via the PrimaryBid platform for 4,813,527 new ordinary shares in the capital of the Company (the "Retail Shares") at the Placing Price (the "Retail Offer").-

The Placing and the Subscription raised gross proceeds of approximately £26.1 million for the Company (approximately US$32.6 million) (before expenses).  The Retail Offer raised proceeds of £1.0 million ‎ (before expenses)‎.

In addition to the Placing, Subscription and the Retail Offer, the Company remains in dialogue with a potential investor for an additional subscription of up to US$5 million at the Placing Price. The Company will make a further announcement regarding this potential subscription on Monday 8th June.

The Placing Shares, the Subscription Shares and the Retail Shares together represent 6.6 per cent. of the issued ordinary share capital of the Company prior to the Placing. 

The Placing was conducted by Peel Hunt LLP, Cormark Securities Inc and Cantor Fitzgerald Canada Corporation acting as Joint Bookrunners (the "Joint Bookrunners") and, H & P Advisory Limited ("H&P") as Manager. The Placing was fully underwritten by the Joint Bookrunners as to the minimum of 74,418,604 New Ordinary Shares. The Placing Shares, the Subscription Shares and the Retail Shares (the "New Ordinary 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 New Ordinary Shares to the Official List (Standard Segment and to trading on the LSE Main Market ("UKAdmission") and to the Toronto Stock Exchange (the "TSX") to list the new ordinary shares ("TSX Admission" and together with UK Admission, "Admission"). Subject to, inter alia, the Underwriting Agreement not having been terminated in accordance with its terms as well as UK Admission and TSX Admission, it is expected that UK Admission of the New Ordinary Shares will occur at 8:00 am on or around 9 June 2020 and TSX Admission on or around 9 June 2020.

On UK Admission of the New Ordinary Shares, the Company's issued share capital will comprise  2,049,657,030 Ordinary Shares, with no Ordinary Shares held in treasury.  

Pursuant to the Subscription certain directors of the Company have agreed to subscribe for in aggregate 162,790 Subscription Shares, at the Placing Price, as follows:

Director	Current Shareholding	Options	% of current issued share capital	Shareholding on Admission	% of issued share capital on Admission
Robert Weinberg	4,286,091	2,250,000 @ 60p expiring 8 Aug 2020 900,000 @ 60p expiring 20 Dec 2021	0.2%	4,332,602	0.2%
Jason Ward	4,978,581	5,000,000 @ 60p expiring 8 Aug 2020 5,000,000 @ 60p expiring 6 Nov 2021	0.3%	5,094,860	0.2%

Nick Mather, Chief Executive Officer of SolGold, commented:

"SolGold is pleased with the strong institutional support for the raising. In additional to the completion of the FNV Royalty Financing, the new capital will see SolGold fully funded through to the delivery of the DFS study, whilst at the same time, allow our award winning geologists to rapidly explore the high priority regional exploration targets throughout Ecuador along the spine of the Andean Copper Belt.

Alpala is one of the top undeveloped copper gold projects globally and the Company looks forward to the transition from explorer into developer in the near future. 

The issue was done at a competitive price of 21.5p, or a discount of 8.7% with the assistance of Peel Hunt, Cantor Fitzgerald, Cormark Securities and H&P Advisory, and included a retail tranche handled by PrimaryBid."

By order of the Board

Karl Schlobohm

Company Secretary

  http://www.rns-pdf.londonstockexchange.com/rns/0985P_1-2020-6-5.pdf

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ‎("MAR"). Upon publication of this announcement, the inside information is now considered to be in the ‎public domain for the purposes of MAR. The person responsible for arranging release of this information ‎on behalf of the Company is Nicholas Mather, Chief Executive Officer. 

Qualified Persons Statement

The scientific or technical information contained in this press release has been reviewed on the company's behalf by Jason Ward, a qualified person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

All scientific and technical information contained in this press release relating to the Alpala Project on the Cascabel concession is derived from the technical report entitled "Cascabel Property NI 43-101 Technical Report, Alpala Mineral Resource Estimation, May 2020" (Dated 22 May 2020, Effecive Date 11 November 2019) and is subject to all the assumptions, qualifications and procedures described therein. Reference is made to the full text of such technical report which has been filed by the Company with the Canadian securities regulatory authorities and is available on SEDAR at www.sedar.com  

CONTACTS

Enquiries:

SolGold plc  Tel: [phone]

Nicholas Mather (Chief Executive Officer) 

Ingo Hofmaier (Executive General Manager, Corporate Finance)  

Peel Hunt LLP

Joint Bookrunner  Tel: [phone]

Corporate 

Ross Allister 

David McKeown 

ECM Syndicate 

Jock Maxwell Macdonald 

Sohail Akbar 

Cormark Securities Inc.

Joint Bookrunner  Tel: [phone]

Paul Nieznalski 

Darren Wallace

Cantor Fitzgerald Canada Corporation 

Joint Bookrunner  Tel: [phone]

Graham Moylan 

James Mazur 

Talat Khan  

H & P Advisory Limited‎  

Manager   Tel: [phone]

Andrew Chubb  

Matt Hasson  

Camarco‎  

Financial PR / IR   Tel: [phone]

Gordon Poole 

Nick Hennis  

IMPORTANT NOTICE

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENTIS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE UNITED KINGDOM, THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SOLGOLD PLC.

THE PLACING 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 PLACING 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 PLACING 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 PLACING WAS BEING QUALIFIED PURSUANT TO A PROSPECTUS FILED WITH THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES AND THE PLACING SHARES ISSUED PURSUANT TO THE AVAILABLE EXEMPTIONS UNDER NI 45-106 WILL BE SUBJECT TO A STATUTORY HOLD PERIOD IN CANADA FOR A PERIOD OF FOUR MONTHS AND ONE DAY FOLLOWING THE CLOSING OF THE PLACING. 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 PLACING SHARES AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE UNDER APPLICABLE CANADIAN SECURITIES LAWS

NEITHER THE PLACING SHARES NOR THE SUBSCRIPTION SHARES HAVE BEEN NOR WILL THEY BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES AND THE SUBSCRIPTION SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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.

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.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

THE PLACING 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 PLACING 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 PLACING 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 PLACING WAS BEING QUALIFIED PURSUANT TO A PROSPECTUS FILED WITH THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES AND THE PLACING SHARES ISSUED PURSUANT TO THE AVAILABLE EXEMPTIONS UNDER NI 45-106 WILL BE SUBJECT TO A STATUTORY HOLD PERIOD IN CANADA FOR A PERIOD OF FOUR MONTHS AND ONE DAY FOLLOWING THE CLOSING OF THE PLACING. 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 PLACING SHARES AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE UNDER APPLICABLE CANADIAN SECURITIES LAWS

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

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  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.

Peel Hunt is regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Peel Hunt will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

H&P Advisory Limited is regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and H&P Advisory Limited will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Cormark is regulated by the IIROC in Canada and is acting exclusively for the Company and no one else in connection with any investment in the Placing Shares, and will not regard ‎any other person (whether or not a recipient of the Presentation Materials) as their client in relation to any investment in the Placing Shares and ‎will not be responsible to anyone other than the Company for providing the protections afforded to their ‎respective clients nor for giving advice in relation to any investment in the Placing Shares or any transaction or arrangement referred ‎to in this Announcement.‎ 

Cantor is acting exclusively for the Company and no one else in connection with any investment in the Placing Shares, and will not regard ‎any other person (whether or not a recipient of the Presentation Materials) as their client in relation to any investment in the Placing Shares and ‎will not be responsible to anyone other than the Company for providing the protections afforded to their ‎respective clients nor for giving advice in relation to any investment in the Placing Shares or any transaction or arrangement referred ‎to in this Announcement.‎

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or the Manager or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing 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.

 

END

 

 

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