The Board of Directors of SolGold (LSE & TSX: SOLG) provides an update regarding the Company’s activities and the progress of the previously announced Cornerstone Capital Resources Inc. (“Cornerstone”) merger transaction (the “Transaction”).
Cornerstone Transaction Update
The SolGold Board acknowledges the delays in closing of the Cornerstone Transaction.
Closing of the Cornerstone Transaction remains subject to the publication of a prospectus by SolGold to facilitate admission to listing on the Official List of the Financial Conduct Authority (“FCA”) and to trading on the Main Market of the London Stock Exchange of the consideration shares to be issued pursuant to the Transaction.
Due to Canadian regulatory requirements, t he Company was required to publish its interim financial results for the half year ended 31 December 2022 (“December Financials”) by 14 February 2023. Given this timing, the December Financials are required to be incorporated into the UK prospectus and the Company will re-submit the prospectus for approval to the FCA. Publication of the prospectus is subject to the final approval of the FCA, which may have further comments.
The Company currently expects the Transaction to close during the week commencing 27 February 2023 after the publication of the prospectus.
As previously disclosed on 22 November 2022, SolGold is taking a disciplined approach to the allocation of resources. The Company is undertaking initiatives to restructure the organization, which will include a reduction in our workforce across all areas of the Company, ensuring more appropriate levels of personnel are in place. The Company is also taking steps to reduce the number of time zones of its operations and focusing resources in-country to best advance Cascabel and surrounding high-priority targets.
SolGold is also in the process of hiring a permanent Chief Financial Officer. This process is being led by the Audit Review Committee and is expected to be finalised in the coming weeks.
Scott Caldwell, Interim CEO of SolGold, commented:
” I remain fully committed to ensuring that all shareholders are rewarded for funding the world-class Cascabel discovery. Our top priority is closing the Cornerstone transaction and advancing the ongoing strategic review. In parallel, we are focused on optimizing the organization and ensuring a disciplined approach to the allocation of resources aligned with the Company’s value maximization objectives.
The delays are inexcusable. I am leading, with the support of the Board, a swift reset in the organization with an emphasis on creating a performance-oriented culture with accountability to all stakeholders as a core principle. As a fellow shareholder, I believe it is imperative to take bold action now, ahead of the close of the Cornerstone transaction. I am working closely with our team to ensure that the impact of any organizational change accelerates our strategic objectives. In my assessment, the weakness in the organization has for too long been a culture of non-performance in the corporate office. However, having recently spent considerable time at Cascabel and our sites in Ecuador, I am pleased to report that we have a world-class team on the ground that effectively complements our world-class Cascabel Project and other prospective assets.”
Dan Vujcic, Director of SolGold, commented:
” Whilst we are disappointed with the delay, we will ensure the closing of the Cornerstone transaction and are advancing the ongoing strategic review. We have identified several functions that SolGold’s team has the capacity to perform in-house at a significantly lower cost, allowing room for capital to be allocated to Cascabel and other high-priority targets to benefit all stakeholders. Cascabel has been adequately studied, and our in-house capability will ensure that the project progresses efficiently. Subsequent to the AGM, considerable time has been spent in-country to ensure stability and progress while establishing a clearer future direction.”
SolGold continues to advance the previously announced Strategic Review. The Company is well-funded, having recently raised US$86 million in gross proceeds through the US$50 million royalty investment by Osisko Gold Royalties Ltd and US$36 million investment, which included Jiangxi Copper (Hong Kong) Investment Company Limited.
As previously disclosed, the Strategic Review includes, among other things, evaluating and pursuing value-enhancing opportunities for the Company, such as:
· evaluating financing alternatives for the Company;
· a spin-out of assets, other than the Cascabel project, to all shareholders;
· the direct or indirect sale of an interest in the Cascabel project howsoever effected; or
· any other transaction or series of related transactions.
This announcement was approved for release by Rufus Gandhi – Company Secretary.
Certain information contained in this announcement would have been deemed inside information.
SolGold Plc (Interim CEO)
Tel: +44 (0) 20 3807 6996
SolGold Plc (Non-Executive Director)
Tel: +61 (451) 634 120
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