LONDON, Nov. 23,
2022 /CNW/ - The Board of Directors of SolGold (LSE:
SOLG) (TSX: SOLG) is pleased to announce that investors, including
Jiangxi Copper (Hong Kong)
Investment Company Limited ("Jiangxi"), (the "Investors") have
agreed to purchase 180,000,000 shares (the "Investment
Shares") at a price of US$0.20
per share (the "Investment"). Jiangxi has agreed to purchase 155,000,000 of
the Investment Shares. The Investment Shares are expected to raise
gross proceeds of US$36,000,000.
The closing of the Investment is subject to the completion of
due diligence by Jiangxi. Assuming
Jiangxi is satisfied with their
due diligence review, the Investment will close on or about
December 9, 2022 and Jiangxi will own 6.3% of the issued ordinary
share capital of SolGold.
Scott Caldwell, Interim CEO of
SolGold, commented:
"I am very pleased to have Jiangxi become an investor in SolGold. They
are a highly accomplished mining company and more importantly, 100%
aligned with SolGold in ensuring all stakeholders are treated
respectfully and fairly. This also clearly demonstrates another
step forward on my previously announced commitment, to ensure the
SolGold team works tirelessly to ensure shareholders are rewarded
for funding this world class discovery in Cascabel. Jiangxi is a substantial investor in numerous
copper mining enterprises globally and their presence will be of
great benefit to Ecuador and
SolGold shareholders."
Maxit Capital LP is acting as financial advisor to SolGold.
This announcement was approved for release by Rufus Gandhi - Company Secretary.
Certain information contained in this announcement would have
been deemed inside information.
CONTACTS
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Rufus Gandhi
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SolGold Plc (Company
Secretary)
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Tel: +61 (0) 7 3303
0660
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Fawzi Hanano/Lia Abady
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SolGold Plc
(Investors)
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Tel: +44 (0) 20
3823 2130
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investors@solgold.com.au
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Tavistock (Media)
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Jos Simson/Gareth
Tredway
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Tel: +44
(0) 20 7920 3150
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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 SUBSCRIPTION 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
SUBSCRIPTION 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 SUBSCRIPTION 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 SUBSCRIPTION
WAS BEING QUALIFIED PURSUANT TO A PROSPECTUS FILED WITH THE
RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES AND THE
SUBSCRIPTION 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
SUBSCRIPTION. 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 SUBSCRIPTION 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 Subscription
and/or issue of the Subscription 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 Subscription Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Subscription 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 Subscription 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 Subscription
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 Subscription 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 Subscription Shares to be issued pursuant to the
Subscription 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 SUBSCRIPTION SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND
THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE SUBSCRIPTION SHARES.
Neither the Toronto Stock Exchange nor its Regulation Services
Provider accepts responsibility for the contents of this news
release.
SOURCE SolGold