SolGold : General Meeting 2016

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)

Dear Shareholder,

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 11:00am (Brisbane, Australia time) on Thursday 13 October 2016 (the "Notice of GM").

Resolution 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

£6,000,000, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.

Resolution 2 proposes to approve the terms upon which Newcrest International Pty Ltd (Newcrest International) will invest USD10,868,592 (approximately GBP8,260,130) for 135,857,401 new ordinary shares in the Company at a price of USD $0.08 cents (approximately 6 pence) each on the terms outlined in a Share Subscription Agreement executed by Newcrest International, Newcrest Mining Ltd (Newcrest) and SolGold on 30 August 2016 (Share Subscription Agreement).

The proposed investment by Newcrest International represents 10% of the issued share capital of the Company based on the present issued share capital of 1,222,716,605 shares.

Under the Share Subscription Agreement Newcrest International has anti-dilution rights in respect of capital issues for cash or non-cash consideration to a maximum 10% of SolGold, and top up rights in respect of certain other capital issues, provided Newcrest International does not drop below a 5% shareholding level.

Newcrest International has a right to appoint a Director to the SolGold Board provided the Newcrest group holding in SolGold does not drop below a 10% shareholding level.

Newcrest International has agreed for a 3 year period to support the recommendations of the Board of Directors in respect of the SolGold Board composition.

Newcrest International has agreed for a 3 year period to vote in favour of resolutions such as Resolutions 1 and 3 where those resolutions have the support of at least 60% of the votes which may be cast by persons present at the meeting or voting by proxy.

Newcrest International has further agreed for a 3 year period to vote in favour of shareholder resolutions required to be passed for change of control transactions in respect of either the Company or the Cascabel Project where such a transaction is the subject of a favourable report from an Independent Expert and has the support of at least 60% of the votes which may be cast by persons present at the meeting or voting by proxy.

Additionally Newcrest International has agreed for a 3 year period in the event of a takeover bid by way of tender offer to shareholders for the Company (Offer), to accept that Offer where it is supported by the recommendations of any Independent Expert appointed by the SolGold Board and holders of at least 60% of the shares in the Company have accepted the Offer.

Under the Share Subscription Agreement Newcrest International is not required to complete and may, by notice to the Company, terminate the Share Subscription Agreement before the completion date (being within 5 business days of SolGold shareholder approval) where:

• the Company is subject to an Insolvency Event;

• a warranty given by the Company under the Share Subscription Agreement that is qualified by materiality is incorrect, or is misleading; or a warranty that is not qualified by materiality is incorrect, or is misleading in a material respect;

• a military coup takes place resulting in an overthrow of the government of Ecuador;

• if the holder of the Cascabel Project loses any mineral or mining concession in respect of the Cascabel Project; or

• the FTSE 100 closes at a level which is 25% or more below the level at which it closed on the date of this agreement, for a total period of 10 Business Days or more (which days do not need to be consecutive).

This resolution is subject to the passing of Resolutions 1 and 3.

Interests assocciated with Nicholas Mather, the CEO of the Company have agreed to vote in favour of Resolutions 1, 2 and 3. They collectively hold some 89,268,275 shares or 7.30% of the current issued share capital of the Company.

Additionally, DGR Global Ltd (DGR), a substantial shareholder in the Company, has agreed to vote in favour of Resolutions 1 ,2 and 3. DGR holds some 207,397,714 shares or 16.96% of the current issued share capital of the Company.

DGR is entitled to change its voting intentions in the event that prior to the meeting the Company receives an offer from a third party or parties (Third Party) to subscribe for Shares on terms that in the reasonable opinion of the Board are more favourable to the Company than the terms upon which Newcrest International has agreed to subscribe (Competing Proposal) having regard to all of the relevant surrounding circumstances including but not limited to:

1. the public and market perception of Newcrest International's endorsement for the Company and the likely success of the Cascabel Project;

2. the exploration, developmental, mining and other technical expertise to be brought to the Cascabel Project as a result of the investment by Newcrest International and other transactions and agreements entered into between or contemplated by the parties;

3. the price at which Shares would be issued to the Third Party;

4. the size of the Third Party's proposed investment in the Company;

5. the Third Party's stated intentions, and its record of relations with the exploration and development community; and

6. Newcrest International's overall support for the Company and the Board as reflected in the terms of this agreement.

   In the event that the Conmpany receives a Competing Proposal, it is required to give notice of the same to Newcrest International whereupon the Company has agreed not to issue or agree to issue any shares in the Company for a period of 2 business days from issue of such notice.

   At the date of the Notice of Meeting, the Company has not received a Competing Proposal.

   The Company is also proposing the following Special Resolution at the GM: Resolution 3

   The 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 £6,000,000.

   Shareholder Voting

   All Shareholders registered as holding ordinary shares of the Company at 4pm (Brisbane, Australia time) on 10 October 2016, or any adjournment of it shall be (unless otherwise entitled to do so) entitled to attend the GM and vote on the Resolutions proposed.

   Action to be taken by Shareholders

   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 ).

   Recommendation The Board of Directors believes that Ordinary Resolutions 1 and 2, and Special Resolution 3 are fair and reasonable and in the best interests of the Company and Shareholders alike, and therefore recommends you to vote in favour of them.

   Yours faithfully,

   Karl Schlobohm Company Secretary SOLGOLD PLC

   (Incorporated in England and Wales with registered number 5449516)

   NOTICE OF GENERAL MEETING

   Notice is hereby given that the general meeting of SolGold Plc (the "Company") will be held on 13 October 2016 at 11.00am (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 Resolutions 1 and 2 which will be proposed as Ordinary Resolutions and Resolution 3 which will be proposed as a Special Resolution:

7. That, in addition to all existing authorities to the extent unused, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company 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 £6,000,000 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.

8. That subject to the passing of Resolutions 1 and 3, the Company approve the the issue and allotment to Newcrest International 135,857,401 new ordinary shares in the Company at a price of USD8 cents (approximately 6 pence) each and otherwise on the terms of the Share Subscription Agreement.

9. That subject to, and conditional on, the passing of Resolution 1, and in addition to all existing authorities to the extent unused, the Directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560(1) 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 up to an aggregate nominal amount of £6,000,000, and this power 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.

10. BY ORDER OF THE BOARD OF DIRECTORS

    Karl Schlobohm

    Company Secretary

    16 September 2016