SolGold PLC Announces Results of Placing

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, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION, WHERE SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION, WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, INCLUDING AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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

TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO THEM AS DEFINED IN THE PLACING ANNOUNCEMENT.

LONDON, UK / ACCESSWIRE / April 28, 2021 / SolGold plc (LSE:SOLG)(TSX:SOLG), the copper exploration and development company focussed in Ecuador, is pleased to announce the successful completion of the Placings and Retail Offer announced yesterday (the “Placing Announcement“).

A total of 208,202,938 new Ordinary Shares in the capital of the Company have been placed with new and existing investors at a Placing Price of 25.5 pence per new Ordinary Share. The Placing and Retail Offer have raised gross proceeds of approximately US$73.8 million for the Company (£53.1 million) (before expenses).

Pursuant to the Placing, a total of 206,466,501 Placing Shares have been placed at the Placing Price, raising gross proceeds of approximately US$73.2 million (£52.6 million).

In addition, retail investors have subscribed in the Retail Offer for 1,736,437 Retail Offer Shares at the Placing Price raising gross proceeds of approximately US$0.6 million (£0.4 million).

The Placing Price represents a discount of approximately 11.1 per cent. to the closing mid-market price per share of 28.7 pence on 27 April 2021.

The 208,202,938 new Ordinary Shares to be issued in aggregate pursuant to the Placing and the Retail Offer (the “New Ordinary Shares“) represent 9.99 per cent. of the issued ordinary share capital of the Company prior to Admission (as defined below).

The net proceeds of the Placing and Retail Offer are intended to fund (i) a minimum of 40,000 meters of diamond core drilling, (ii) related technical services and staff expenses and (iii) CSR initiatives work related to the Company’s Regional Portfolio. Excess cash will be used for the DFS and related workstreams related to the Alpala Project and be available for general corporate purposes and working capital.

PDMR participation in the Placing

Certain directors of the Company have agreed to participate via the Placing for the number of Placing Shares at the Placing Price as set out below:

Peel Hunt LLP (“Peel Hunt“), H&P Advisory Ltd (“H&P“) and Cantor Fitzgerald Canada Corporation (“Cantor“) acted as joint bookrunners (the “Joint Bookrunners“) to the Company in connection with the Placing.

Keith Marshall, Interim CEO of SolGold, commented:

“We are delighted to announce the successful completion of a two and a half times oversubscribed Placing. We have added some very strong names to our shareholder register and I would like to thank existing and new investors for their support and backing of our strategy and future investment in Ecuador. This Placing underscores the quality of our mineral assets in Ecuador and the strong market sentiment for the development of copper mines in a tight market.”

Details of the Placing

The Placing Shares and Retail Shares, when credited, will rank pari passu in all respects with the Company’s existing Ordinary Shares at that time.

The Company has applied to the London Stock Exchange (“LSE“) for Admission, and to the TSX to list, 208,202,938 New Ordinary Shares. Subject to, inter alia, the Placing Agreement not having been terminated in accordance with its terms as well as admission to the LSE, it is expected that admission and dealing on LSE of the 208,202,938 New Ordinary Shares will occur at 8:00 am on or around 30 April 2021 that the New Ordinary Shares will be listed and posted for trading on TSX on or around 30 April 2021. The Company is relying on an exemption set forth in Section 602.1 of the TSX Company Manual, which exemption provides that the TSX will not apply certain of its standards (including the private placement standards set out in Section 607 of the Manual) to “Eligible Interlisted Issuers” (as such term is defined in the Manual).

Total Voting Rights

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA (“DTRs“), the Company confirms that, following Admission, its issued share capital will comprise 2,292,316,432 Ordinary Shares, each of which carries the right to vote, with zero Ordinary Shares held in treasury. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.

http://www.rns-pdf.londonstockexchange.com/rns/7984W_1-2021-4-28.pdf

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ABOUT THE COMPANY

SolGold is a leading exploration company focussed on the discovery, definition and development of world-class copper and gold deposits. SolGold, with 76 concessions covering approximately 3,100km², is the largest and most active concession holder in Ecuador (based on exploration expenditure reported by SNP Global) and is aggressively exploring this highly prospective, underexplored and copper-gold-rich section of the Andean Copper Belt which is currently responsible for c40% of global mined copper production (according to Wood Mackenzie). Ecuador is one of the most important new mining jurisdictions and is endorsed by major mining companies. The Company further believes that the newly elected president will offer continued support for responsible mining activities and a focus on foreign direct investments.

The Company’s current activities are focussed on progressing a PFS study at its Alpala project and regional exploration as the Company continues to pursue its strategy as an integrated explorer and developer, based on preservation of value for all shareholders. The Company maintains its plan of applying its blueprint of systematic evaluation and exploration across its regional exploration portfolio of 75 concessions, having created the successful blueprint at the company’s Tier 1 Alpala project.

The Alpala deposit comprises 2,663 Mt at 0.53% CuEq in the Measured plus Indicated categories and contained metal content of 9.9 Mt copper, 21.7 Moz gold and 92.2 Moz silver. The Company is of the view that the Alpala resource is one of the most significant copper-gold porphyry discoveries of the last decade. The Company further believes that it has the potential to become a key source of future copper supply amid an expected growing medium-term market deficit, reflecting limited new project development, a declining base production and growing demand supported by the shift towards electrification and decarbonisation.

The Company is making good progress studying potential Alpala mine plans while addressing a number of mine development and metallurgical enhancements as well as potential upsides. The Company is optimistic that the revised mine plan currently being studied as part of the PFS process could deliver similar metal production while mining significantly less material with anticipated benefits of the revised approach being studied including lower potential execution risks, lower potential pre-production capital and the potential for significantly reduced time to first production all of which is expected to enhance project economics.

A significant part of SolGold’s success to date in driving shareholder value growth has been through its successful exploration programmes across Ecuador’s highly prospective and under-explored section of the Andean Copper Belt. Whilst this has resulted in the discovery and development of the world class Alpala project, the board of directors believe that the best way to continue to drive shareholder value at present is through further exploration success at priority projects. The goal of the Company is to drive value for stakeholders through this exploration programme by the assessment and study of exciting prospective targets already identified within the Regional Portfolio and to seek to discover another highly prospective mineral system such as that at the Company’s flagship Alpala project.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION, WHERE SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE OR THE FCA, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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

The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, any of the Joint Bookrunners or any of their respective affiliates, agents, directors, officers, partners, advisers and/or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons receiving this Announcement or into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation or EU Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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 Without limitation, forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook”, “project” or other words or terms of similar meaning (or the negative thereof). 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, including (without limitation and amongst other things), commercial, operational, domestic and global economic business conditions, the macroeconomic and other impacts of COVID-19, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company’s profitability and ability to access capital and credit, a decline in the Company’s credit ratings; the effect of operational risks; and the loss of key personnel, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. 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, its directors and each of the Joint Bookrunners each expressly disclaim any obligation or undertaking to update or revise, or publish any updates or revisions to any forward-looking statements contained in this Announcement, whether as a result of new information, future events or otherwise 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.

Peel Hunt is regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Peel Hunt will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

H&P is regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and H&P will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Cantor which is regulated by the Investment Industry Regulatory Organization of Canada is acting exclusively for the Company and no one else in connection with any investment in the Placing Shares, and will not regard any other person as their client in relation to any investment in the Placing Shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to any investment in the Placing Shares or any transaction or arrangement referred to in this Announcement.

This Announcement does not constitute a recommendation. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. 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 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.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (“FSMA“) or the regulatory regime established thereunder) or by any of their respective affiliates or any of their respective directors, officers, partners, employees, advisers and/ or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company (as appropriate), for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Any indication in this Announcement of the price at which ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. 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 any Placing Shares or other securities of the Company. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares 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 (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this Announcement.

The GBP/US$ exchange used herein is £1.00:US$1.3899.

Qualified Persons Statement

The scientific or technical information contained in this press release has been approved by Jason Ward (the Company’s Head of Exploration), a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

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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