Letter to Shareholders & Reminder to Vote at AGM

Source: RNS
RNS Number : 8327J
SolGold PLC
15 December 2022

15 December 2022

SolGold plc

("SolGold" or the "Company")

Letter to Shareholders

Reminder to Vote at the Annual General Meeting of Shareholders


In connection with the upcoming SolGold (LSE & TSX: SOLG) Annual General Meeting ("AGM"), to be convened on 22 December 2022, SolGold would like to remind all shareholders to vote on the resolutions put forth for the upcoming AGM.

For shareholders that hold their SolGold shares through a broker or other intermediary (non-registered (beneficial) Shareholders), a completed voting instruction form should be deposited in accordance with the instructions printed on the form. Please contact your broker or intermediary immediately for further instructions on how to vote.

Liam Twigger, Chairperson of SolGold, commented:

"On behalf of the SolGold Board, I would like to thank all of our stakeholders for their continued support and encourage all shareholders to read the letter via the link below."


Scott Caldwell, Interim CEO of SolGold, commented:

"The entire team at SolGold is working tirelessly to ensure all shareholders and other stakeholders are rewarded for the world class discovery in Cascabel and our portfolio of assets across Ecuador. We appreciate all the support we have received to date from stakeholders and are committed to our objective to maximize shareholder value."

Dan Vujcic, Director of SolGold, commented:

"I am pleased to have been appointed by the SolGold Board as an independent director to help oversee the strategic review and provide oversight over the financial aspects of the Company for the benefit of all SolGold shareholders. The progress since joining the Board has provided SolGold with much needed liquidity and positioned it well for a prosperous future in a rising copper market, one which all shareholders will greatly benefit from. I am disappointed that ISS has made an incorrect assessment. I trust that shareholders will make their own assessment in voting FOR all the proposed resolutions to continue the strong work thus far and enable further future success which is expected in owning a Tier 1 copper project."

Nick Mather, Director and a Founder of SolGold, commented:

"As a significant shareholder personally, I encourage my fellow shareholders to vote FOR all resolutions at the upcoming AGM. I am 100% supportive of the strategic direction of SolGold led by Scott Caldwell with the support of the SolGold Board."

SolGold Response to Proxy Advisory Firms

Certain proxy advisory firms that provide voting recommendations to institutional shareholders have put forward their recommendations in connection with the upcoming AGM. Proxy advisory firms such as Institutional Shareholder Services Inc. ("ISS") and Glass Lewis and Co., LLC ("Glass Lewis") provide recommendations to institutional shareholders in connection with thousands of shareholder meetings each year across global markets and sectors.

In particular, SolGold notes that both ISS and Glass Lewis have provided contradicting recommendations in connection with the various resolutions put forth at the AGM that are inconsistent with the Board's UNANIMOUS RECOMMENDATION that all shareholders to VOTE FOR all resolutions at the AGM.

While SolGold considers the analysis and guidelines forming recommendations from various proxy advisory firms, SolGold remains committed to its focus on active shareholder engagement to guide recommended resolutions rather than solely relying on select firms. For example, Independent Non-Executive Director Dan Vujcic, appointed in connection with the Cornerstone Capital Resources Inc. merger, is cited by ISS as not being "independent" as he is categorised as a shareholder representative despite it being typical in mergers for directors to be appointed for the combined entity. Mr. Vujcic's appointment was approved by the SolGold Board given his independence and expertise that qualifies him as a financial expert given his training as an accountant and robust capital markets experience and is in compliance with the UK Corporate Governance Code.  In addition, Glass Lewis has recommended the appointment of Mr Vujcic which provides both the independence and the requisite financial expertise to the Audit and Risk Committee.



Rufus Gandhi

SolGold Plc (Company Secretary)



Tel: +61 (0) 7 3303 0660

Fawzi Hanano/Lia Abady

SolGold Plc (Investors/Communication)




Tel: +44 (0) 20 3823 2130

Tavistock (Media)

Jos Simson/Gareth Tredway



Tel: +44 (0) 20 7920 3150


SolGold is a leading resources company focussed on the discovery, definition and development of world-class copper and gold deposits and continues to strive to deliver objectives efficiently and in the interests of shareholders. SolGold is exploring the length and breadth of the highly prospective and gold-rich section of the Andean Copper Belt which is currently responsible for c40% of global mined copper production.

The Company operates with transparency and in accordance with international best practices. SolGold is committed to delivering value to its shareholders, while simultaneously providing economic and social benefits to impacted communities, fostering a healthy and safe workplace and minimizing the environmental impact.

SolGold is listed on the London Stock Exchange and Toronto Stock Exchange (LSE/TSX: SOLG). The Company has on issue a total of 2,476,051,501 fully paid ordinary shares and 42,250,000 share options.

See www.solgold.com.au for more information. Follow us on twitter @SolGold plc


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