22 September 2016
("SolGold" or the "Company")
Receipt of Superior Investment Proposal
The Board of SolGold (AIM: SOLG) wishes to provide the market with an update in connection to the proposed subscription to SolGold shares equal to 10% of the issued capital in SolGold after the subscription at a price of US8 cents per share by Newcrest International (Newcrest) under a Share Subscription Agreement (Agreement) as announced in full detail on 30 August 2016 (Newcrest Subscription).
Reference is also made to the explanatory disclosures made by the Board of SolGold in the Notice of General Meeting announced 16 September 2016, seeking approval by shareholders of an investment in SolGold at US8 cents (approximately 6p) by Newcrest. The Board of SolGold recommended at the time that shareholders approve the issue if shares to Newcrest, subject always to no competing proposal being received and recommended by the SolGold Board.
The Board of SolGold wishes to advise that it has received a proposal from Maxit Capital LP (Maxit) offering to arrange a cash investment into SolGold at a price of US16 cents per share, representing a 100% premium to the last capital raising (Competing Proposal). The raising is proposed to be for USD20 million. SolGold has been advised that Maxit has received commitments in excess of USD20 million at this time.
Alternatively, under the terms of the Competing Proposal received, Maxit has advised that Newcrest may participate in the further raising by advising before close of business on 23 September 2016 their participation to the extent of subscribing to 10% of the expanded issued capital of SolGold (or 142,896,661 shares) also at US16 cents for USD22.863m. Maxit and its clients would in that case subscribe for USD10.137m at US16 cents per share, resulting in a total raising of USD33m.
The Board of SolGold considers the terms of the Competing Proposal received to be more favourable to the Company than the Newcrest Subscription, and has today in accordance with the requirements of the Agreement, notified Newcrest that it has received a Competing Proposal which it has reasonably determined would be more favourable to the Company's shareholders.
The Board will advise the market of developments in respect of the final size of the raising and the nature and extent of any participation by Newcrest in that raising or otherwise, and recommends that shareholders wait for further advice ahead of lodging any proxy votes for the General Meeting to be convened on 13 October 2016.
By order of the Board
Mr Nicholas Mather Tel: +61 (0) 7 3303 0665
SolGold Plc (Executive Director) +61 (0) 417 880 448
Mr Karl Schlobohm Tel: +61 (0) 7 3303 0661
SolGold Plc (Company Secretary)
Mr Ewan Leggat / Richard Morrison Tel: +44 (0) 20 3470 0470
SP Angel Corporate Finance LLP (NOMAD and Broker)
NOTES TO EDITORS
SolGold is a Brisbane, Australia based, AIM‐listed (SOLG) copper gold exploration and development company with assets in Ecuador, the Solomon Islands and Australia. The Company's primary objective is to discover and define world‐class copper‐gold deposits. SolGold's Board and Management Team have substantial vested interests in the success of Company, as well as strong track records in the areas of exploration, mine development, investment, finance and law. SolGold's experience is augmented by state of the art geophysical and modelling techniques and the guidance of Newmont trained porphyry expert Dr Steve Garwin.
Cascabel, the Company's world class 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 SolGold has completed geological mapping, 25km2 of soil sampling, 14km2 and an additional 9km2 Induced Polarisation and Magnetotelluric "Orion" surveys over the Alpala cluster and Aguinaga targets respectively. By June 2016, the Company had also completed approximately 23,700m of drilling and expended a total of approximately US$33m on the program, corporate costs and investments into Cornerstone. Intense diamond drilling is planned for the next 12 months with four drilling rigs.
Cascabel is characterised by fourteen (14) identified targets, world class drilling intersections over 1km in length, and high copper and gold grades, as well as logistic advantages in location, elevation, water supply, proximity to roads, port and power services and a progressive legislative approach to resource development in Ecuador. To date, SolGold has only drill tested one of the 14 targets, being Alpala.
SolGold is planning a resource statement at Alpala (the most advanced target at Cascabel) during 2016. This has been delayed by the discovery of high-grade mineralisation in Hole 17 at Alpala, extending the immediate resource potential. Alpala is open at depth in the upper extensions, and to the north, north-east, south-west and south-east. The mineralised zone at Alpala and Moran is closely modelled by magnetic signatures and currently encompasses over 10Bt of magnetic rocks expected to be mineralised with copper and gold.
SolGold will drill test other key targets within the Cascabel concession at Aguinaga, Trivinio, Moran, Alpala Northwest, Hematite Hill, Alpala Southeast, Cristal, Parambas, Carmen Tandayama-America and Chinambicito. The Company is planning further metallurgical testing by the end of 2016, and completion of a conceptual early stage mine and plant design and a scoping study for an economic development at Cascabel. SolGold is investigating both high tonnage / low-medium grade open cut and underground block caving operations, and a high grade / low tonnage underground development.
Drill hole intercepts are calculated using a data aggregation method, defined by copper equivalent cut-off grades and reported with up to 10m internal dilution, excluding bridging to a single sample. Copper equivalent grades are calculated using a gold conversion factor of 0.89, determined using copper price of US$2.20/pound and gold price of US$1350/ounce.
Following a comprehensive review of the geology and prospectivity of Ecuador, Solgold and its subsidiaries have also applied for additional exploration licences in Ecuador over a number of additional promising porphyry copper gold targets throughout the length of the Country
In Queensland, Australia the Company is evaluating the future exploration plans for the Mt Perry, Rannes and Normanby projects. Joint venture agreements are being investigated for a joint venture partner to commit funds and carry out exploration to earn an interest in the tenements.
SolGold retains interests in its original theatre of operations, the Solomon Islands in the South West Pacific, where the 100% owned, as yet undrilled, Kuma prospect exhibits surface geological characteristics which are traditionally indicative of a large metal rich copper gold intrusive porphyry system. SolGold intends in the future to apply intellectual property and experience developed in Ecuador to target additional world class copper gold porphyries at Kuma and other targets in Ecuador and Argentina.
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 1,222,716,605 ordinary shares issued, 820,000 options exercisable at 50p, 5,030,000 options exercisable at 28p and 8,030,000 options exercisable at 14p.
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.
This information is provided by RNS