SolGold PLC Announces Completion of Issue of Shares

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.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“MAR”)

BISHOPSGATE, UK / ACCESSWIRE / December 12, 2022 / The Board of Directors of SolGold (LSE:SOLG)(TSX:SOLG) is pleased to announce the successful placing of 180,000,000 new ordinary shares (the “Investment Shares“) at a price of US$0.20 per share (the “Investment“) to investors, including Jiangxi Copper (Hong Kong) Investment Company Limited (“Jiangxi“), as announced on 23 November 2022. Jiangxi has subscribed to 155,000,000 of the Investment Shares and Maxit Capital LP (“Maxit“) has subscribed to 23,000,000 of the Investment Shares. The Investment raised aggregate gross proceeds of US$36,000,000.‎

Scott Caldwell, Interim CEO of SolGold, commented:

“We are very pleased to welcome Jiangxi as an investor and partner in SolGold. Jiangxi Copper Company Limited, the parent company of Jiangxi, is one of the largest global producers of refined copper. Their presence is another strategic endorsement for SolGold, the world class Cascabel project and Ecuador as an emerging mining jurisdiction and will be of great benefit to Ecuadorians and SolGold shareholders. This investment further bolsters SolGold’s balance sheet and provides the Company with greater optionality while we maintain a disciplined approach to capital allocation to advance strategic project initiatives and exploration opportunities that hold the most significant potential to maximise shareholder value.“

PDMR participation in the Placing

Certain directors of the Company have agreed to participate via the placing for the number of Investment Shares at the placing price as set out below:

Details of the Investment Shares

The Investment Shares represent approximately 7.3% of ‎the issued ordinary share capital of the Company following the issue of the Investment Shares.

Jiangxi will own approximately 6.3% ‎of the issued ordinary share capital of the Company. ‎

The Investment 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 Investment Shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (“UK Admission“) and the Toronto Stock ‎Exchange (the “TSX“) to list the Investment Shares (“TSX Admission“). The issue of the Investment Shares is conditional, inter alia, upon UK Admission and the approval of the TSX. It is expected ‎that UK Admission of the Investment Shares will occur at 8:00 am on or around 13 December 2022 and ‎TSX Admission on or around 13 December 2022.‎

Total Voting Rights

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA (“DTRs”), the Company confirms that, following UK Admission of the Investment Shares, its issued share capital will comprise 2,476,051,501 ordinary shares, with no ordinary shares held in treasury‎. This figure may be used by shareholders as the denominator for calculations by which they will determine whether they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s DTRs.

Maxit is acting as financial advisor to SolGold.

This announcement was approved for release by Rufus Gandhi – Company Secretary.

CONTACTS

See www.solgold.com.au for more information. Follow us on twitter @SolGold plc

IMPORTANT NOTICE

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SOLGOLD PLC.

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

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. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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.

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

This Announcement or any part of it does not constitute an offer to sell or issue, or the invitation or solicitation of an offer to buy or acquire, shares in any jurisdiction where to do so (i) may be unlawful, (ii) would result in the requirement to comply with any governmental or other consent or any registration filing or other formality which the corporation regards as duly onerous, or (iii) would otherwise breach any applicable law or regulation, including, without limitation, the Restricted Jurisdictions. No public offering of the Investment Shares is being made in any such jurisdiction.

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. 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.

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the Investment or otherwise. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Investment Shares or otherwise. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

The Investment Shares to be issued pursuant to the Investment 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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE INVESTMENT SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE INVESTMENT SHARES.

Neither the Toronto Stock Exchange nor its Regulation Services Provider accepts responsibility for the contents of this news release.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: SolGold PLC

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