Source - RNS
RNS Number : 0966M
SolGold PLC
10 October 2016

10 October 2016


SolGold plc

("SolGold" or the "Company")


SolGold Receives Investment Proposal from BHP Billiton


The Board of Directors of SolGold (AIM: SOLG) wishes to inform shareholders that SolGold received an investment and earn-in proposal from BHP Billiton (BHP) on 8 October 2016 (BHP Proposal) which includes the following details:


●       An offer by BHP to acquire a 10% interest in SolGold for US$30 million which implies a share issue price for SolGold of approximately US$0.22;

●       A right for BHP to appoint a Director to the Board of SolGold;

●       An offer by BHP to earn-in to the Cascabel Project, by spending US$275 million to acquire 70% of ENSA out of SolGold's 85% interest in Exploraciones Novomining S.A (ENSA) which company currently holds the Cascabel project tenements.


The BHP Proposal has numerous conditions including:


●       Completion of satisfactory due diligence within 60 days of SolGold indicating its willingness to proceed with the proposed transaction;

●       Finalizing a number of key documents including, materially, an earn-in agreement for ENSA, subscription agreement for shares in SolGold and a shareholder agreements;

●       The SolGold board recommending withdrawal of resolutions to be considered at the general meeting on 13 October 2016 to approve the previously announced US$33 million financing with Maxit Capital LP (Maxit) and Newcrest Mining Limited (Newcrest) and shareholders not approving the same; and

●       Receiving shareholder approvals to the BHP Proposal.


The Board of SolGold (with Scott Caldwell abstaining due to his personal interest and that of Guyana Goldfields Inc. through participation in the US$33 million financing with Maxit and Newcrest), after examination of the BHP Proposal and consultation with its legal advisors, has determined the BHP Proposal is NOT in the best interests of SolGold and its shareholders and it is not a superior proposal in comparison to the previously announced US$33 million financing with Maxit  and Newcrest for a number of reasons including, materially:


●     The BHP Proposal is highly conditional, non-binding and subject to due diligence;

●     There is no certainty the BHP Proposal would be consummated on the terms proposed given the number of key documents that would need to be completed: earn-in agreement, private placement, shareholder agreements, etc;

●     Most importantly, the Board considers that when all of the elements of the BHP Proposal are taken into account, the BHP Proposal implies an attributable price paid to SolGold and in respect of the Cascabel Project that is at a significant discount to the current trading price of SolGold and the US$33 million financing with Maxit and Newcrest.


The Board of SolGold (with Scott Caldwell abstaining) unanimously recommend that shareholders approve all of the resolutions to be put to shareholders at the general meeting to be held on 13 October 2016 in the absence of a superior proposal.


Commenting on the BHP Proposal, Executive Director Nick Mather said: "We are very pleased to see BHP join a growing list of international mining companies that are interested in investing in SolGold; however, the current US$33 million financing with Maxit and Newcrest is the preferred option at this time as it leaves us in control of this very exciting project at Cascabel.  There is considerable upside in the additional 13 targets as well as the existing and growing Alpala deposit.  We have developed the exploration models and strategies to an advanced level, we are well funded and we are intent on delivering and retaining that upside substantially, for all SolGold shareholders."


Shareholder Meeting Reminder


The shareholder meeting is scheduled for 13 October 2016.  Shareholders are reminded to send their proxies or attend the meeting in person to ensure their votes are counted.  If a shareholder has voted but wishes to change its vote please contact the Company Secretary to obtain a fresh proxy form.


By order of the Board

Karl Schlobohm

Company Secretary



Mr Nicholas Mather                                                                                       Tel: +61 (0) 7 3303 0665

SolGold Plc (Executive Director)                                                               +61 (0) 417 880 448

[email protected].au 

Mr Karl Schlobohm
                                                                                        Tel: +61 (0) 7 3303 0661

SolGold Plc (Company Secretary)

[email protected] 


Mr Ewan Leggat / Richard Morrison                                                        Tel: +44 (0) 20 3470 0470

SP Angel Corporate Finance LLP (NOMAD and Broker)

[email protected] / [email protected] 




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.


From a corporate perspective, SolGold has recently announced capital raisings involving Maxit Capital LP and Newcrest International Ltd, both undertaken at substantial premiums to previous raisings.  Once completed, SolGold will have raised USD48 million in funding to continue the exploration and development of its flagship Cascabel Project.  Also as a result of these raisings, Mr Scott Caldwell (CEO of TSX-listed Guyana Goldfields Inc) joined the SolGold Board on 9 September 2016.  Mr Caldwell is a mining engineer with over 30 years of experience building and operating gold and base metal mines worldwide, including USA, Canada, Russia, Zimbabwe, Chile and Indonesia.


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 USD33m on the program, corporate costs and investments into Cornerstone.  Intense diamond drilling is planned for the next 12 months with multiple drill 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 drill tested only 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, Trivino, 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 USD2.20/pound and gold price of USD1350/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 elsewhere in 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, together with 2,180,000 options exercisable at 28p and 5,180,000 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.

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