September 27, 2018
SolGold plc
("SolGold" or the "Company")
SOLGOLD CLARIFIES CONTINUOUS DISCLOSURE RECORD
SolGold plc (LSE and TSX: SOLG) announces today that, as a result of an issued oriented review by staff of the Ontario Securities Commission ("OSC") in connection with the Company's continuous disclosure record, SolGold has filed restated management's discussion and analysis for the year ended June 30, 2017 ("2017 MD&A") and its management's discussion and analysis for the nine months ended March 31, 2018 ("Q3 2018 MD&A"), along with the certifications of the Chief Executive Officer and the Chief Financial Officer relating to the 2017 MD&A and the Q3 2018 MD&A (the "Management Certifications" and together with the 2017 MD&A and Q3 2018 MD&A, the "Continuous Disclosure Documents"). In addition, several of the Company's website investor presentations were revised due to comments by OSC staff.
SolGold was selected as a part of the OSC's normal course compliance monitoring process for a full review of its compliance record. Based upon this review and at the request of the OSC, SolGold has refiled the revised Continuous Disclosure Documents on SEDAR under the Company's issuer profile at www.sedar.com.
The restatement is due to certain continuous disclosure issues identified by the OSC, as described in greater detail below:
2017 MD&A:
· Updated to include a discussion on the variations over the eight most recent quarters;
· Updated the eight most recent quarters to include the profit or loss attributable to owners of the parent in total and on a per share basis;
· Additional disclosure on the exploration and evaluation spend by project area; and
· Expanded disclosure on liquidity and capital reserves.
Q3 2018 MD&A:
· Statement confirming that there are no changes in the internal control over financial reporting for the nine month period ended March 31, 2018;
· Updated to include a discussion on the year to date results;
· Updated to include a discussion on the variations over the eight most recent quarters;
· Updated the eight most recent quarters to include the profit or loss attributable to owners of the parent in total and on a per share basis;
· Additional disclosure on the exploration and evaluation spend by project area; and
· Expanded disclosure on liquidity and capital reserves.
Management Certifications
· The Management Certifications should have excluded the paragraph on material weakness relating to the design of the internal control over financial reporting ("ICFR") in order to be consistent with the disclosure set out in the related management's discussion and analysis, which stated that SolGold's ICFR was operating effectively.
Website and Investor Presentations
· The investor presentations available on the Company's website contained prohibited disclosure of gross metal values from drill intersections. References to gross metal values have been removed from such investor presentations.
· The investor presentations also have been revised to to name the "qualified person" in order to comply with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects to be Jason Ward ((CP) B.Sc. Geol.), the Chief Geologist of the Company.
CONTACTS
Mr Nicholas Mather SolGold Plc (Executive Director)
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Tel: +61 (0) 7 3303 0665 +61 (0) 417 880 448 |
Mr Karl Schlobohm SolGold Plc (Company Secretary)
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Tel: +61 (0) 7 3303 0661 |
Mr Ewan Leggat SP Angel Corporate Finance LLP (Broker) |
Tel: +44 (0) 20 3470 0470 |
Follow us on twitter @SolGold_plc
ABOUT SOLGOLD
SolGold is a Brisbane, Australia based, dual LSE and TSX‐listed (SOLG on both exchanges) copper gold exploration and future development company with assets in Ecuador, Solomon Islands and Australia. SolGold's primary objective is to discover and define world‐class copper‐gold deposits. The Board and Management Team have substantial vested interests in the success of the Company as shareholders as well as strong track records in the areas of exploration, mine appraisal and development, investment, finance and law. SolGold's experience is augmented by state of the art geophysical and modelling techniques and the guidance of porphyry copper and gold expert Dr Steve Garwin.
CAUTIONARY NOTICE
News releases, presentations and public commentary made by SolGold and its Officers may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to interpretations of exploration results to date and the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's Directors. Such forward-looking and interpretative statements involve 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 interpretations and forward-looking statements. Accordingly, the reader should not rely on any interpretations or forward-looking statements; and save as required by the exchange rules of the TSX and LSE or by applicable laws, the Company does not accept any obligation to disseminate any updates or revisions to such interpretations or forward-looking statements. The Company may reinterpret results to date as the status of its assets and projects changes with time expenditure, metals prices and other affecting circumstances.
This release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the Company's plans for developing its properties. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: transaction risks; general business, economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour disputes and shortages and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.