Issue of Convertible Loan Notes

RNS Number : 0759B

SolGold PLC

02 October 2015

 

02 October, 2015

SolGold plc

("SolGold" or the "Company")

Convertible Note Funding

The Board of SolGold (AIM code: SOLG) wishes to advise that the Company has executed Convertible Note Deeds with substantial shareholders, DGR Global Limited and Tenstar Trading Limited for funding of AUD1,250,000 and GBP500,000 respectively.

The principal terms of the Convertible Note Deeds are as follows:

Interest rate:              9.5% per annum

Term:                            12 months

Interest Payment:    Periodic payment (by the end of each calendar month).  Accrued and unpaid interest may be capitalised at the note holder's election.

Conversion Terms:  Convertible at any time, at the note holder's election, but subject to 10 days notice.

                                         Convertible in full or in part.

                                         Convertible into fully-paid ordinary shares of the Company.

                                         Convertible at the higher of 1.75 pence or the price equal to 80% of the 5 trading day volume weighted average price ("VWAP") of the Company's ordinary shares prior to a notice of intention to convert.

Principal Amount:    GBP500,000 (Tenstar Trading Limited)

                                         AUD1,250,000 (DGR Global Limited)

Should the parties elect, under the terms of the Note Deeds, to convert the principal amounts into ordinary shares of SolGold  at a price of 1.75p, the maximum interests of the parties in the ordinary share capital of the Company would be increased as follows:

	Current Holding	(%)	Post-Conversion Holding	(%)
DGR Global	74,517,440	(9.80%)	107,412,177	13.07
Tenstar Trading	109,664,411	(14.42%)	138,235,839	17.52

The above figures assume that both parties convert and that no other ordinary share issues are made by SolGold. The above figures assume an exchange rate of 2.171 AUD to GBP.

Brian Moller and Nicholas Mather are Directors of both SolGold and DGR Global.  The Convertible Note Deed entered into by SolGold and DGR Global constitutes a related party transaction under the AIM Rules.  The Directors other than Messrs Moller and Mather consider, having consulted with SP Angel, the Company's nominated adviser, that the terms of the Convertible Note Deed are fair and reasonable insofar as its shareholders are concerned.

The Directors, having consulted with SP Angel, the Company's nominated adviser, consider that the terms of the Convertible Note Deed entered into with Tenstar Trading are fair and reasonable insofar as its shareholders are concerned.

By order of the Board

Karl Schlobohm

Company Secretary

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]

Mr Dominic Barretto / Ms Harriet Jackson                                            Tel: [phone]

Yellow Jersey PR Limited (Financial PR)

[e-mail]

Follow us on twitter @SolGold_plc

NOTES TO EDITORS

SolGold is a Brisbane based, AIM-listed (SOLG) copper gold exploration and development company with assets in Ecuador, the Solomon Islands and Australia.  The Company's objective is to create substantial shareholder value by discovering and defining world-class copper-gold deposits.  SolGold's Board and Management Team have significantly vested interests in the Company as well as strong track records in the areas of exploration mine development, investment, finance and law.

Cascabel, the Company's flagship copper-gold porphyry project, is located in North West Ecuador on the under-explored northern section of the richly endowed Andean Copper Belt.  SolGold owns 85% of Exploraciones Novomining S.A. ("ENSA") and approximately 11% of TSX-V-listed Cornerstone Capital Resources, which holds the remaining 15% of ENSA, the Ecuadorian registered company which holds 100% of the Cascabel concession.  To date the Company has completed geological mapping, soil sampling, 14km² and 9km² Induced Polarisation and Magnetotelluric "Orion" surveys at the Alpala and Aguinaga targets respectively.  Diamond drilling continues.

In Queensland, Australia the Company is evaluating the future exploration plans for the Mt Perry, Rannes and Normanby projects.  Joint venture agreements are still being investigated with the strategy for the joint venture partner to commit funds and carry out exploration to earn an interest in the tenements.

In the Solomon Islands, SolGold holds three tenements; Kuma, Lower Koloula and Malukuna.

SolGold's Board and Management have significantly vested interests in the Company, holding approximately 14% of its issued share capital.

SolGold is based in Brisbane, Queensland, Australia.  The Company listed on London's AIM Market in 2006, under the AIM code 'SOLG' and currently has a total of 760,453,071 fully paid ordinary shares, 4,820,000 options exercisable at 50p, 7,280,000 options exercisable at 28p and 9,280,000 options exercisable at 14p.

CAUTIONARY NOTICE

The news release may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's directors. Such forward-looking 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 forward-looking statements. Accordingly, you should not rely on any forward-looking statements and save as required by the AIM Rules for Companies or by law, the Company does not accept any obligation to disseminate any updates or revisions to such forward-looking statements.

 

END

 

 

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