SOLGOLD PLC what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or transferred all of your shares in SolGold Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(Registered in England & Wales with Company No. 5449516)
Directors Nicholas Mather Brian Moller Robert Weinberg John Bovard
Dear Shareholder,
Registered Office 201 Bishopsgate London EC2M 3AB United Kingdom
Corporate Office
Level 27, 111 Eagle Street
(GPO Box 5261)
Brisbane, Qld 4000
Australia Tel: + 61 7 3303 0660 Fax: +61 7 3303 0681
Email: info@solgold.com.au Website: www.solgold.com.au
The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by SolGold Plc ('SolGold' or the 'Company') as set out in the attached notice convening a General Meeting ('GM') of the Company at 3:30pm (Brisbane, Australia time) on 27 November 2015 (the 'Notice of GM').
The Company would like to propose the following Ordinary Resolution at the GM: Resolution 1Resolution 1 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of
£4,000,000, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.
The Company is also proposing the following Special Resolution at the GM: Resolution 2The Companies Act 2006 (the 'Act') requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement. It is proposed that this authority also be renewed for the same period as the authority under Resolution 1. The Company is seeking disapplication of pre‐emption rights in connection with any equity securities to be allotted and issued up to a nominal amount of ordinary shares equal to £4,000,000.
All Shareholders registered as holding ordinary shares of the Company at 3:30pm (Brisbane, Australia time) on 25 November 2015, or any adjournment of it shall be (unless otherwise entitled to do so) entitled to attend the GM and vote on the Resolutions proposed.
Attached to the Notice of GM accompanying this letter is a Proxy Form for use by Shareholders. Shareholders are invited and encouraged to attend the GM or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company. Lodgement of a Proxy Form will not preclude the Shareholder from attending and voting at the GM in person.
Shareholders can either deliver the Proxy to SolGold by hand, by mail, by facsimile or as an attachment by email to the Company Secretary ( kschlobohm@solgold.com.au ).
Yours faithfully,
(Incorporated in England and Wales with registered number 5449516)
Notice is hereby given that the general meeting of SolGold Plc (the 'Company') will be held on 27 November 2015 at 3:30pm (Brisbane Australia time) at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia for the following purposes:
To consider and, if thought fit, pass Resolution 1 which will be proposed as Ordinary Resolution and Resolution 2 which will be proposed as a Special Resolution:
That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ('Relevant Securities') up to a maximum aggregate nominal amount of £4,000,000 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
That subject to, and conditional on, the passing of Resolution 1, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by Resolution 1 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:
the allotment of equity securities in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
the allotment (otherwise than pursuant to sub‐paragraph (a) above) of equity securities up to an aggregate nominal amount of £4,000,000,
and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.
Karl Schlobohm Company Secretary 4 November 2015
(Incorporated in England and Wales with registered number 5449516)
PROXY FORMNAME AND ADDRESS OF SHAREHOLDER. Please Complete:
I/We being a member of the Company appoint or, failing him/her, the Chairman of the Meeting to act as my/our proxy to attend and vote on my/our behalf at the GM of the Company to be held on 27 November 2015 and at any adjournment of the meeting.
(Please use a black pen. Mark with an X inside the box)
RESOLUTIONS | For | Against | Votes withheld (see note 8) | Discretionary (see note 8) |
ORDINARY RESOLUTION: | ||||
1. That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to a maximum aggregate nominal amount of £4,000,000. | ||||
SPECIAL RESOLUTION: | ||||
2. That, subject to and conditional on the passing of Resolution 1, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash as if section 561(1) of the Act did not apply. |
In order to assist us in the preparation of the meeting, please indicate by placing an X in the relevant box below whether you will be attending the meeting.
YES | NO |
I/We will be attending the meeting |
I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
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