SolGold : Execution of Term Sheet for Private Placement of Ordinary Shares

Microsoft Word - 2016.07.08 - Execution of Placement Term Sheet _Final_ SolGold plc

("SolGold" or the "Company")

8 July 2016 Execution of Term Sheet for Private Placement of Ordinary Shares

The Board of Directors of SolGold (AIM: SOLG) is pleased to announce that it has entered into an agreement with Maxit Capital LP (Maxit) for a private placement of USD20 million.

Maxit have agreed to subscribe for up to 238,475,000 ordinary shares (Placement Shares) or a maximum of 19.99% of the issued share capital of the Company (Offering) and are entitled to include any third parties designated by Maxit or SolGold.

Under the agreement reached, the issue price shall be determined by Maxit, acting reasonably, no later than 5 business days prior to the closing date and notified to the Company in writing (Issue Price Notification). SolGold expects the pricing to be at a premium to current levels.

The Offering is scheduled to close on or about October 6, 2016 and is subject to certain conditions including, but not limited to:

• completion of due diligence satisfactory to Maxit in its sole discretion;

• the issue price, upon receipt of the Issue Price Notification, being satisfactory to the Company in its sole discretion; and

• receipt of all necessary approvals including securities regulatory authorities.

The net proceeds from the Offering will be used for general corporate purposes, including working capital, and continued exploration and development of the Company's 85% owned Cascabel Project in Ecuador.

Under the agreement Maxit shall also be entitled, on closing of the Offering, to receive a success fee of 6% of the gross funds raised from the Offering and to be issued warrants to subscribe for such number of new ordinary shares of SolGold as equal to 6% of the Placement Shares, half of such warrants exercisable at 14p and half exercisable at 28p. The warrants will have a 24 month exercise period.

CONTACTS Mr Nicholas Mather Tel: +61 (0) 7 3303 0665 SolGold Plc (Executive Director) +61 (0) 417 880 448 nmather@solgold.com.au Mr Karl Schlobohm Tel: +61 (0) 7 3303 0661

SolGold Plc (Company Secretary) kschlobohm@solgold.com.au

Mr Ewan Leggat Tel: +44 (0) 20 3470 0470

SP Angel Corporate Finance LLP (NOMAD and Broker) ewan.leggat@spangel.co.uk

Follow us on twitter @SolGold_plc

SolGold plc UK Company No. 5449516 ARBN 117 169 856 Phone: +61 (0) 7 3303 0660 Email: info@solgold.com.au Website: www.solgold.com.au Street address: Level 27, 111 Eagle St, Brisbane, Australia 4000 Postal address: GPO Box 5261, Brisbane QLD 4000 Registered office: 201 Bishopsgate London EC2M3AB Phone: +44 20 7861 9000

NOTES TO EDITORS

SolGold is a Brisbane, Australia based, AIM‐listed (SOLG) copper gold exploration and development company with assets in Ecuador, the Solomon Islands and Australia. The Company's objective is to create substantial shareholder value by discovering and defining world‐class copper‐gold deposits. SolGold's Board and Management Team have high vested interests in the success of Company, holding approximately 14% of its issued share capital, as well as strong track records in the areas of exploration mine development, investment, finance and law. SolGold's experience is augmented by state of the art geophysical techniques and the guidance of Newmont trained porphyry expert Dr Steve Garwin.

Cascabel, the Company's world class flagship copper‐gold porphyry project, is located in North West Ecuador on the under‐explored northern section of the richly endowed Andean Copper Belt. SolGold owns 85% of Exploraciones Novomining S.A. ("ENSA") and approximately 11% of TSX‐V‐listed Cornerstone Capital Resources, which holds the remaining 15% of ENSA, the Ecuadorian registered company which holds 100% of the Cascabel concession.

To date the Company has completed geological mapping, soil sampling, 14km2 and 9km2 Induced Polarisation and Magnetotelluric "Orion" surveys at the Alpala and Aguinaga targets respectively. By June 2016, the Company had completed approximately 25km2 of soil sampling, 14km2 of electrical surveys, 23,700m of drilling and expended a total of approximately US$32m on the program, corporate costs and investments. Diamond drilling currently continues with two drilling rigs.

Cascabel is characterised by multiple targets, world class drilling intersections over 1km in length, and high copper and gold grades, as well as logistic advantages in location, elevation, water supply, proximity to road, port and power services and a progressive legislative approach to resource development.

SolGold is planning a resource statement at Alpala the most advanced target at Cascabel during 2016, in addition to drill testing the other key targets in the Cascabel concession at Aguinaga, Trivinio, Moran, Alpala Northwest, Hematite Hill, Alpala Southeast, Cristal, Tandayama‐America and Chinambicito. By the end of 2016 the Company is planning further metallurgical testing, and completion of early stage mine and plant design and a scoping study for an economic development at Cascabel. SolGold is investigating both high tonnage / low grade open cut and high grade / low tonnage underground developments as a block caving operation.

Drill hole intercepts are calculated using a data aggregation method, defined by copper equivalent cut‐off grades and reported with up to 10m internal dilution, excluding bridging to a single sample. Copper equivalent grades are calculated using a gold conversion factor of 0.89, determined using copper price of US$2.20/pound and gold price of US$1350/ounce.

In Queensland, Australia the Company is evaluating the future exploration plans for the Mt Perry, Rannes and Normanby projects. Joint venture agreements are still being investigated with the strategy for the joint venture partner to commit funds and carry out exploration to earn an interest in the tenements.

SolGold is based in Brisbane, Queensland, Australia. The Company listed on London's AIM Market in 2006, under the AIM code 'SOLG' and currently has a total of 953,897,601 ordinary shares issued, 4,820,000 options exercisable at 50p, 7,280,000 options exercisable at 28p and 9,280,000 options exercisable at 14p.

CAUTIONARY NOTICE

The news release may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's directors. Such forward‐looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such forward‐ looking statements. Accordingly, you should not rely on any forward‐looking statements and save as required by the AIM Rules for Companies or by law, the Company does not accept any obligation to disseminate any updates or revisions to such forward‐looking statements.