Notice of AGM

RNS Number : 2903E

Solomon Gold PLC

29 May 2012

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to 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.  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.

SOLGOLD PLC

(Registered in England & Wales with Company No. 5449516)

LETTER FROM THE CHAIRMAN

Directors Cameron Wenck Malcolm Norris Nicholas Mather Brian Moller Robert Weinberg John Bovard 25 May 2012

Registered Office Ten Dominion Street London EC2M 2EE United Kingdom Corporate Office Level 2, 169 Mary Street Brisbane, QLD 4000 Australia Tel: + 61 7 3303 0660 Fax: [phone] Email: [e-mail] Website: www.solgold.com.au

Dear Shareholder,

Introduction

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 an Annual General Meeting ("AGM") of the Company at 4.00pm (Brisbane, Australia time) on 28 June 2012 (the "Notice of AGM"). 

Exploration Update

An exploration update is contained in the Annual Report for the year ended 30 June 2011 which has been delivered to shareholders.  Exploration updates have also been released to the London Stock Exchange and are available on the Company's websitetogether with a copy of the Annual Report ( www.solgold.com.au ).

Corporate Update

On 4 October 2011, the Company announced the appointment of Mr Malcolm Norris as director and CEO of the Company.

By way of background, Mr. Norris recently led the team which discovered the Tujuh Bukit copper gold porphyry project for ASX listed Intrepid Mines Ltd.  The Tujuh Bukit discovery, together with Mr. Norris's impressive previous exploration and management experience with WMC Resources Ltd, Indophil Resources Ltd, Emperor Mines Ltd and Intrepid Mines Ltd, provides SolGold with a particularly relevant and significant set of skills and experience to advance the Company's projects.

Under the terms of Mr Norris's appointment, approval will be sought at the AGM for the issue of 1.2 million options over ordinary shares ("Options") (50% exercisable 14p and 50% exercisable at 28p) on terms similar to the other directors of the Company whose Options were approved by shareholders at the Company's last AGM.

Employee Share Plan

The Board is proposing to adopt the SolGold Plc Employee Share Plan ("Employee Share Plan") which is designed to enable the Company to secure and retain skilled and experienced personnel on appropriately incentivized terms.  Under the terms of this Employee Share Plan, it is proposed that the Company is able to provide funding assistance to participants on terms which shall be determined by the Board from time to time.

It is proposed that approval be given for the issue of Convertible Redeemable Preference Shares ("CRPS") pursuant to the terms of the Employee Share Plan, the terms of which are summarised in Annexure A of this Notice of Meeting.

If the Employee Share Plan is approved by shareholders at the AGM, the directors propose to allot and issue CRPS to the following employees:

No	Name of Employee	Number of CRPS	Number of Ordinary Shares issued on Conversion	Maximum number of Ordinary Shares entitled to subscribe for
1	Malcolm Norris	5,300	5,300	5,300,000
2	Wendy Collins	800	800	800,000
3	Bruce Rohrlach	2600	2,600	2,600,000
4	Damien Lulofs	2000	2,000	2,000,000
	Total	1,070	1,070	10,700,000

Shareholders are advised that the Company also proposes to grant the following Options to Wendy Collins, Bruce Rohrlach and Damien Lulofs which are being issued upon the same terms as the 1.2 million options to be issued to Malcolm Norris (pending approval of Resolution 6).

No	Name of Employee	Number of Options	Exercise Price	Expiry Date
1	Wendy Collins	150,000  150,000	28p 14p	28 February 2015 28 February 2015
2	Bruce Rohrlach	250,000   250,000	28p 14p	28 February 2015 28 February 2015
3	Damien Lulofs	250,000   250,000	28p 14p	28 February 2015 28 February 2015
	Total	1,300,000

The Company would like to propose the following Ordinary Resolutions at the AGM:

Resolution 1

Resolution 1 is to receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2011.  Shareholders will have a reasonable opportunity at the AGM to ask questions and comment on these reports and on the business and operations of the Company.

Resolution 2

Brian Moller retires in accordance with the Articles of Association of the Company ("Articles") and, being eligible, offers himself for re-appointment as a director.

Resolution 3

John Bovard retires in accordance with the Articles and, being eligible, offers himself for re-appointment as a director.

Resolution 4

Malcolm Norris retires in accordance with the Articles and, being eligible, offers himself for re-appointment as a director.

Resolution 5

Resolution 5 is to re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next AGM at which accounts are laid before the Company at a remuneration level to be determined by the directors.

Resolution 6

Resolution 6 seeks approval for the grant of 1.2 million Options (50% exercisable at 14p and 50% exercisable at 28p) ("Exercise Price") to Malcolm Norris (or his nominee).  The materials terms of the Options to be granted are as follows:

·     The Options will lapse and expire immediately on the earlier of:

(a)   the date falling three (3) years from the date of grant of the Options;

(b)   the expiration of one (1) month, or any longer period as may be determined by the directors, after Mr Norris ceases to be a director of the Company; or

(c)   Mr Norris ceasing to be a director of the Company due to fraud or dishonesty.

·     The Options will not be transferable in whole or in part and may not be exercised by any other person (except, in the case of Mr Norris's death, when they may be exercised by his legal personal representative).

·     Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue the relevant number of ordinary shares which will rank pari passu with the then issued ordinary shares.

·     The Options will vest on 12 months from the date of grant.

Resolution 7

Resolution 7 proposes to authorise the Board 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 £1,200,000 such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.

Resolution 8

Resolution 8 seeks the approval of shareholders to adopt the Employee Share Plan, the principal terms of which are set out in Annexure A.

Resolution 9

Resolution 9 seeks the approval of shareholders to create and issue convertible redeemable preference shares of 1p each ("CRPS") pursuant to the Employee Share Plan.  It is proposed that certain identified employees will be invited to subscribe for CRPS on terms which state that, upon achievement of certain performance criteria, each CRPS will convert into one ordinary share and such employees will in addition be entitled to subscribe for further ordinary shares, granting the employees, in total (following conversion and exercise of the subscription rights), 1,000 ordinary shares per converted CRPS.  

The Company is also proposing the following Special Resolution at the AGM:

Resolution 10

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 7.  The Company is seeking disapplication of pre-emption rights in connection with any equity securities to be allotted and issued in connection with Admission (as defined in Resolution 7(a)).  In addition the Company is seeking a further disapplication of pre-emption right up to a nominal amount of Ordinary Shares equal to £156,500 representing approximately 5 per cent of the issued share capital of the Company as at the date hereof.

Shareholder Voting

All Shareholders registered as holding ordinary shares of the Company at 5:00pm (Brisbane, Australia time) on the second day prior to the date of the AGM or any adjournment of it shall be (unless otherwise entitled to do so) entitled to attend the AGM and vote on the Resolutions proposed.

Action to be taken by Shareholders

Attached to the Notice of AGM accompanying this letter is a Proxy Form for use by Shareholders.  All Shareholders are invited and encouraged to attend the AGM 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 AGM in person.

Shareholders can either deliver the Proxy by hand, by mail, by facsimile or as an attachment by email.

Recommendation

The Board believes that the Resolutions 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,

Cameron Wenck, Chairman

Annexure A

Terms and Conditions of the Convertible Redeemable Preference Shares ("CRPS")

1.             Definition and interpretation

1.1          In this Annexure, terms defined have the following meaning:

Admission means admission of the Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;

AIM means the AIM market operated by the London Stock Exchange;

AIM Rules means the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time which set out the rules, responsibilities and guidance notes in relation to companies whose shares are admitted to trading on AIM;

Company means SolGold Plc;

Company Notification means the notice given by the Company to a Shareholder under clause 2.3 in respect of Conversion;

Constitution means Articles of Association of the Company as amended from time to time;

Conversion means the conversion of CRPS into Ordinary Shares on the basis of one (1) CRPS converting into one (1) Ordinary Share and references to Convert shall have a corresponding meaning;

Conversion Notice means a notice given by a Shareholder to the Company following receipt of the Company Notification, requesting the Conversion of all or some of the CRPS;

Conversion Price means the amount payable by the Shareholder on Conversion being the difference between the Market Value and the CPRS Price in pence per Ordinary Share;

CRPS Price means the price paid by a Shareholder for one (1) CRPS pursuant to the Subscription Agreement, being equal to 1p per CRPS;

Default Rate means 10% per annum;

Directors means the board of directors of the Company;

Group means the Company and any subsidiary or holding company of the Company;

Issue Price means the issue price payable for:

(a)       a CRPS, where CRPS' are issued under the Plan and being the CRPS Price; and

(b)       a Share, consequent upon the exercise of any Subscription Rights where CRPS' are issued under the Plan and being the Market Value,

as applicable;

Market Value means the volume weighted average trading price of each Ordinary Share on AIM for the five (5) trading days immediately prior to the day upon which a CRPS is to be issued;

Ordinary Shares means a fully paid ordinary share of 1p each in the capital of the Company and Ordinary Share shall have a corresponding meaning;

Performance Criteriameans the key performance indicators determined by the Board on a case by case basis as regards each Shareholder;

Performance Date means the date by which the Performance Criteria are to be satisfied;

Plan means the SolGold Plc Employee Share Plan;

Plan Rules means the rules of the Plan;

Priority Amount means one (1) penny per CRPS;

Redemption Amount has the meaning given to that term in Clause 2.6(a);

Redemption Date means the date payment of the Redemption Amount is required to be paid by the Company pursuant to Clause 2.6(a);

Register means the register of CRPS maintained by the Company and includes any sub -register of that register;

Shareholder means each person registered in the Register from time to time as a holder of CRPS;

Subscription Agreementmeans the agreement made between the Company and the Shareholder on or around the date that a Shareholder is invited to participate in the Plan, setting out the Shareholder's initial subscription for CRPS and the Shareholder's Subscription Rights and which also sets out the restrictions applicable to Ordinary Shares issued on Conversion and following exercise of Subscription Rights;

Subscription Notice means a notice given by a Shareholder to the Company subscribing for further Ordinary Shares pursuant to the exercise of Subscription Rights;

Subscription Price means the amount which is equal to the number of Ordinary Shares multiplied by the Issue Price;

Subscription Rights means the right of a Shareholder on Conversion to subscribe for such additional number of Ordinary Shares such that the Shareholder is issued 1,000 Ordinary Shares per CRPS Converted (including, for the avoidance of doubt, any Ordinary Shares issued on Conversion); and

Termination Date means the earlier of, the date (i) falling five (5) years from the date of the Subscription Agreement, (ii) the Shareholder retires or resigns as an employee of the Company, or (iii) the Shareholder ceases to be employed by the Company or the Group for any reason.

2.             CRPS

2.1          Register

The Company shall maintain the Register.

2.2          Subscription

(a)       The Shareholder shall be invited by the Company to subscribe for such number of CRPS as are set out in the Subscription Agreement.  The Shareholder acknowledges and agrees that the holding of CRPS shall be subject to the Plan Rules and these terms and conditions. 

(b)       Upon returning the signed Subscription Agreement to the Company together with payment of the relevant aggregate CRPS Price, the Company shall allot and issue CRPS to the Shareholder in accordance with the terms of the Subscription Agreement within 10 business days of the date of the Subscription Agreement.   

(c)        The Company will enter the Shareholder's name in the Register and will issue a share certificate to the Shareholder representing the number of CRPS held.  No application will be made for admission of the CRPS to trading on AIM or any other market of a stock exchange.

2.3          Company Notification

The Company must give the Company Notification to a Shareholder as soon as practicable upon:

(a)        a Shareholder satisfying the Performance Criteria, resulting in a Shareholder being entitled to Convert, in which case the Company Notification will set out the number of CRPS that the Shareholder may Convert and number of the Shareholder's Subscription Rights; or

(b)        the Company being made aware that the Performance Criteria have not be satisfied by  the Performance Date (as determined by the Directors) and that the Shareholder's right to Convert and Subscription Rights have lapsed.

2.4          Conversion

Following receipt of a Company Notification in accordance with Clause 2.3(a) above, the following provisions shall apply:

(a)   a Shareholder shall be entitled at any time prior to 5.00pm on the Termination Date to give a Conversion Notice to the Company requesting the Conversion of all or some of the CRPS that are specified in the Company Notification.  A Shareholder's entitlement to Convert CRPS will lapse at 5.00pm on the Termination Date.  Payment of the Conversion Price to the Company must be made within [10] business days of the date of the Conversion Notice. 

(b)   once lodged with the Company, a Conversion Notice shall be irrevocable. 

(c)   a Shareholder shall be entitled to give more than one Conversion Notice until such time as all CRPS held by such Shareholder have been Converted or redeemed in accordance with Clause 2.6 below at any time prior to 5.00pm on the Termination Date.  Payment of the Conversion Price must be made within 10 business days of the date of any subsequent Conversion Notice.

(d)   share certificates representing CRPS which are being Converted should be surrendered to the Company in order for Conversion to be effected.

(e)   following payment by the Shareholder and receipt of the Conversion Price and the relevant CRPS share certificate by the Company:

(i)    the Company will allot and issue such number of Ordinary Shares that the Shareholder is entitled to on Conversion within 10 business days and take all steps required to register the Shareholder as holder of the Ordinary Shares;

(ii)   each Ordinary Share will rank equally with all other fully paid Ordinary Shares and will be taken subject to the Constitution and the Company will issue a statement  to the Shareholder confirming the same;

(iii) the Company shall provide the Shareholder with a share certificate (to the extent requested in certificated form) for the Ordinary Shares together with a balancing share certificate for the Shareholder's remaining CRPS, if any; and

(iv)      the Company will apply for Admission of the Ordinary Shares and will assist with providing instructions to the registrar to enable the Ordinary Shares to be held in uncertificated form through CREST or otherwise in certificated form, as the Shareholder should determine.

2.5       Subscription Rights

(a)     On Conversion, a Shareholder shall become entitled to the Subscription Rights.

(b)     A Shareholder shall be entitled at any time prior to 5.00pm on the Termination Date to deliver a Subscription Notice to the Company exercising the Subscription Rights.  A Shareholder's entitlement to exercise Subscription Rights will lapse at 5.00pm on the Termination Date.  Subject to (e) below, payment of the Subscription Price to the Company must be made within 10 business days of the date of the Subscription Notice.

(c)     Once lodged with the Company, a Subscription Notice shall be irrevocable. 

(d)     A Shareholder shall be entitled to give more than one Subscription Notice until such time as all Subscription Rights have been exercised at any time prior to 5.00pm on the Termination Date.  Subject to (e) below, payment of the Subscription Price must be made within 10 business days of the date of any subsequent Subscription Notice.

(e)     The Company will consider applications from Shareholders for assistance in paying the Subscription Price.

(f)      Following payment of the Subscription Price and receipt by the Company:

(i)        the Company will allot and issue such number of Ordinary Shares that the Shareholder is entitled to upon the exercise of Subscription Rights within 10 business days and take all steps required to register the Shareholder as holder of the Ordinary Shares;

(ii)       each Ordinary Share will rank equally with all other fully paid Ordinary Shares and will be taken subject to the Constitution and the Company will issue a statement to the Shareholder confirming the same;

(iii)     the Company shall provide the Shareholder with a share certificate for the Ordinary Shares; and

(iv)      the Company will apply for Admission of the Ordinary Shares and will assist with providing instructions to the registrar to enable the Ordinary Shares to be held in uncertificated form through CREST or otherwise in certificated form, as the Shareholder should determine.

2.6          Redemption

(a)     If a Shareholder fails to satisfy the Performance Criteria by the Performance Date (as determined by the Directors) or such Shareholder's entitlement to Convert CRPS has lapsed (such CRPS being referred to as the "Relevant CRPS"), the Relevant CRPS shall be redeemed at the CRPS Price per Relevant CRPS ("Redemption Amount") by giving notice in writing to the holder of the Relevant CRPS.  The Relevant CRPS will be redeemed by the Company at the Redemption Amount within 10 business days of notice being given (the "Redemption Date").

(b)     Any such redemption will be made in accordance with and subject to all applicable laws including, for the avoidance of doubt, the Companies Act 2006.

(c)     In the event the Company fails to pay the Redemption Amount on the Redemption Date (other than because it is unable to comply with Clause 2.6(b)), the Company shall be obliged to pay interest on the Redemption Amount at the Default Rate which shall accrue daily until the Redemption Amount is paid in full.

(d)     The Company will effect redemption as soon as it is able to comply with Clause 2.6(b).

2.7          Adjustments

Shareholders' entitlement to CRPS and Subscription Rights shall be adjusted in accordance with the Plan Rules following any adjustment to the Company's Ordinary Share capital as a result of a consolidation, sub-division, cancellation or redemption of Ordinary Shares or a reduction of capital ("Adjustment Event").  The Company shall give notice to Shareholders within 28 days of any adjustment made pursuant to these terms and conditions. 

Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the CRPS and Subscription Rights which they consider to be necessary so that, after such adjustment, holders of CRPS and Subscription Rights shall be entitled to  receive the same percentage of Ordinary Shares, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred.  The Company shall then notify the holder of CRPS and Subscription Rights in writing of the necessary adjustment as determined by the professional advisors or auditors.

2.8          General Rights

(a)        CRPS rank equally amongst themselves in all respects.  

(b)        Shareholders shall not be entitled to the payment of dividends on CRPS.

(c)        If there is a return of capital on a winding up of the Company, Shareholders will be entitled to receive out of the assets of the Company available for distribution, in respect of each CRPS held, a cash payment equal to the Priority Amount before any return of capital is made to holders of any other class of shares. 

(d)        Shareholders do not have any right to participate in profits or property except as set out in these terms and conditions.

(e)        If, upon a return of capital on a winding up of the Company, there are insufficient funds to pay in full the amounts referred to at (c) above , the Shareholders will share in any distribution of assets of the Company in proportion to the amounts to which they respectively are entitled.

(f)         CRPS do not confer on the Shareholders any further right to participate in the surplus assets of the Company on a winding up other than as set out at (c) and (e) above.

(g)        Shareholders are entitled to receive notice of and attend any general meeting of the Company but they may not vote except in the following circumstances:

             (i)         where the meeting is convened to consider the Company's purchase of any of its own shares or a reduction of capital;

             (ii)       where the meeting is convened to consider the abrogation or variation of rights attaching to CRPS, or any other matter which directly affects the rights attaching to CRPS;

             (iii)      where the meeting is convened to consider the winding up of the Company;

             (iv)       where the meeting is convened to consider any matter during the winding up of the Company; or

             (v)        where the meeting is convened to consider a disposal of the whole of the property, business and undertaking of the Company.

(g)        Subject to complying with all applicable laws, the Company may, without the authority, assent or approval of the Shareholders, amend or add to these terms and conditions if such amendment or addition is, in the opinion of the Company:

(i)         of a formal, minor or technical nature;

(ii)       made to correct a manifest error; or

(iii)      not likely (taken as a whole and in conjunction with all other modifications, if any, to be made contemporaneously with that modification) to be materially prejudicial to the interests of the Shareholders.

(h)        CRPS shall be non-transferable.

(j)         Shareholders' acknowledge and agree that CPRS are taken subject to the Plan Rules.

 

SOLGOLD PLC

(Incorporated in England and Wales with registered number 5449516)

________________________________________

NOTICE OF ANNUAL GENERAL MEETING

________________________________________

Notice is hereby given that the annual general meeting of SolGold Plc (the "Company") will be held on 28 June 2012 at 4.00pm (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 to 9 which will be proposed as ordinary resolutions and resolution 10 which will be proposed as a special resolution:

1.             To receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2011.

2.             To re-appoint Brian Moller as a director of the Company, who retires in accordance with the Articles and is eligible for reappointment.

3.             To re-appoint John Bovard as a director of the Company, who retires in accordance with the Articles and is eligible for reappointment.

4.             To re-appoint Malcolm Norris as a director of the Company, who retires in accordance with the Articles and is eligible for reappointment.

5.             To re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company at a remuneration to be determined by the directors.

6.             To approve the issue of 1,200,000 options over ordinary shares (50% exercisable at 14p, and 50% exercisable at 28p) to Malcolm Norris (or his nominee) upon the same terms as apply to the existing options issued to other directors of the Company (other than as regards exercise price).

7.             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 £1,200,000 provided that such  authority shall be limited to the allotment of Relevant Securities:

a.     up to an aggregate nominal value equal to £800,000 pursuant to a proposed  public offering of ordinary shares to investors in connection with the admission on the Australian Securities Exchange ("Admission"); and

b.     up to an aggregate nominal value equal to £1,200,000 less the aggregate nominal value of the ordinary share capital of the Company allotted and issued pursuant to sub-paragraph 7(a) above,

provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen months from the date of passing this resolution save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securiites to be allotted after such expiry and the directors may allot Relevant Securiites 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 the SolGold Plc Employee Share Plan ("ESP"), the principal terms of which are summarised in Annexure A to this Notice of AGM and as shown in the plan rules of the ESP produced to the meeting and initialed by the Chairman for the purposes of identification (the "Plan Rules"), be and is hereby approved and the directors are authorised to:

(a)          do all such acts and things as they may consider necessary or desirable to implement the ESP including making such amendments to the ESP and/or documents ancillary to it as in the opinion of the directors may be necessary or desirable; and

(b)          vote and be counted in a quorum or any matter connected with the ESP notwithstanding that they may be interested in the same, except that no director may be counted in the quorum or vote in respect of his own participation in the ESP.

9.             THAT, subject to and conditional on the passing of Resolution 8, the Company beauthorised to create and issue convertible redeemable preference shares of 1p each ("CRPS"), conferring the following rights on their holders:

(a)          Rights as to income

Holders of CRPS are not entitled to the payment of dividends by the Company.

(b)          Rights as to capital

If there is a return of capital on a winding up of the Company, holders of CRPS will be entitled to receive out of the assets of the Company available for distribution, a cash payment equal to 1p in respect of each CRPS held in priority to any return of capital being made to holders of any other class of shares in the capital of the Company.  If, upon a return of capital on a winding up of the Company there are insufficient funds to pay in full the amounts due to holders of CRPS, holders of CRPS will share in any distribution of assets of the Company in proportion to the amounts to which they respectively are entitled. 

(c)           Rights as to voting at general meetings

Holders of CRPS are entitled to receive notice of and attend at any general meeting of the Company but they may not vote except in the following circumstances and Article 14.9 of the Articles shall apply accordingly:

(1)         where the meeting is convened to consider the Company's purchase of any of its own shares or a reduction of capital;

(2)         where the meeting is convened  to consider the abrogation or variation of rights attaching to CRPS, or any other matter which directly affects the rights attaching to CRPS;

(3)         where the meeting is convened to consider the winding up of the Company;

(4)         where the meeting is convened to consider any matter during the winding up of the Company; or

(5)         where the meeting is convened to consider a disposal of the whole of the property, business and undertaking of the Company.

(d)          Exclusion of other rights

The CRPS shall confer no further rights to vote or to participate in the profits or the assets of the Company apart from those set out above.

(e)           Transferability

                                CRPS shall be non-transferable.

(f)           Conversion

Following receipt of a notification from the Company ("Notification") that the Performance Criteria (as defined in the Plan Rules) have been satisfied, a holder of CRPS shall be entitled  at any time prior to 5.00pm on the Termination Date (as defined in the Plan Rules) to give a notice to the Company (the "Conversion Notice") requesting the conversion of all or some of the CRPS that are specified in the Notification.  CRPS will convert on the basis of one CRPS to one ordinary share.  A holder's entitlement to convert CRPS will lapse at 5.00pm on the Termination Date. 

The price payable to the Company on conversion of each CRPS shall be an amount equal to the difference between the Market Value (as defined in Annexure A) and the CPRS Price in pence per Ordinary Share ("Conversion Price"). Payment of the Conversion Price to the Company must be made within 10 business days of the date of the Conversion Notice. 

Once lodged with the Company, a Conversion Notice shall be irrevocable. 

A holder of CRPS shall be entitled to give more than one Conversion Notice until such time as all CRPS held by such holder have been converted or redeemed by the Company in accordance with (i) below at any time prior to 5.00pm on the Termination Date.  Payment of the Conversion Price must be made within 10 business days of the date of any subsequent Conversion Notice.

Share certificates representing CRPS which are being converted require to be surrendered to the Company prior to Conversion taking effect.

All ordinary shares issued and allotted following Conversion shall rank pari passu with all existing ordinary shares in the capital of the Company and shall be held subject to the Company's articles of association ("Articles"). 

(g)           Subscription Rights

On conversion of CRPS, a holder of CRPS shall be entitled to subscribe ("Subscription Rights") for such additional number of ordinary shares such that the holder is issued 1,000 ordinary shares per CRPS converted (including, for the avoidance of doubt, any ordinary shares issued on Conversion).

Subscription Rights can be exercised at any time prior to 5.00pm on the Termination Date by delivering a subscription notice to the Company ("Subscription Notice").  To the extent not exercised, Subscription Rights will lapse at 5.00pm on the Termination Date.  The price payable to the Company on exercise of Subscription Rights shall be an amount equal to the number of ordinary shares multiplied by the Issue Price (as defined in the Plan Rules) ("Subscription Price").  

Subject to (h) below, payment of the Subscription Price to the Company must be made within 10 business days of the date of the Subscription Notice.

Once lodged with the Company, a Subscription Notice shall be irrevocable. 

A holder of Subscription Rights shall be entitled to give more than one Subscription Notice until such time as all Subscription Rights have been exercised at any time prior to 5.00pm on the Termination Date.  Subject to (h) below, payment of the Subscription Price must be made within 10 business days of the date of any subsequent Subscription Notice.

(h)          Payment of Subscription Monies

In accordance with the Plan Rules, the Company will consider applications from holders of Subscription Rights for assistance with paying the Subscription Price in accordance with paragraph (g) above. 

(i)           Redemption

If a holder of CRPS fails to satisfy the Performance Criteria by the Performance Date (as defined in the Plan Rules) or such holder's entitlement to convert CRPS has lapsed (such CRPS being referred to as the "Relevant CRPS"), the Relevant CRPS shall be redeemed by the Company at a price of 1p per Relevant CRPS (the "Redemption Amount") by giving notice in writing to the holder of Relevant CRPS.  The Relevant CRPS will be redeemed by the Company at the Redemption Amount within 10 business days of notice being given (the "Redemption Date").

Any such redemption will be made in accordance with and subject to all applicable laws including, for the avoidance of doubt, the Companies Act 2006 (the "Act").

In the event the Company fails to pay the Redemption Amount on the Redemption Date (other than due to the Company being unable to comply with all applicable laws including the Act), the Company shall be obliged to pay interest on the Redemption Amount at a rate of 10 per cent. per annum which shall accrue daily until the Redemption Amount is paid in full.

The Company will effect redemption as soon as it is able to comply with all applicable laws including the Act.

Any CRPS which are redeemed shall be treated as cancelled and shall not therefore be capable of being reissued. 

(j)           Adjustments

Shareholders' entitlement to CRPS and Subscription Rights shall be adjusted in accordance with the Plan Rules following any adjustment to the Company's ordinary share capital as a result of a consolidation, sub-division, cancellation or redemption of ordinary shares or a reduction of capital ("Adjustment Event").  The Company shall give notice to Shareholders within 28 days of any adjustment made pursuant to this paragraph.

Following an Adjustment Event, the professional advisors or auditors of the Company for the time being shall certify to the Company in writing the adjustments to the number and nominal value of the CRPS and Subscription Rights which they consider to be necessary so that, after such adjustment, holders of CRPS and Subscription Rights shall be entitled to  receive the same percentage of ordinary shares, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred.  The Company shall then notify the holder of CRPS and Subscription Rights in writing of the necessary adjustment as determined by the professional advisors or auditors.

10.          THAT, subject to and conditional on the passing of Resolution 7, 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 7 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(a)       the allotment of equity securities pursuant to sub-paragraph (a) of Resolution 7 above;

(b)       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

(c)       the allotment (otherwise than pursuant to sub-paragraphs 10(a) and 10(b) above) of equity securities up to an aggregate nominal amount  of £156,500,

and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen months from the date of passing 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.

BY ORDER OF THE BOARD OF DIRECTORS

Karl Schlobohm
Company Secretary
25 May 2012

SOLGOLD PLC

(Incorporated in England and Wales with registered number 5449516)

PROXY CARD

NAME AND ADDRESS OF SHAREHOLDER. Please Complete:

_______________________________________

_______________________________________

_______________________________________

ANNUAL GENERAL MEETING of SOLGOLD PLC (the "Company") to be held at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia on 28 June 2012 at 4.00pm (Brisbane Australia time), and at any adjourned meeting.

Before completing this form, please read the explanatory notes following this Proxy Card.

I/We being a member of the Company appoint ______________________________ or, failing him/her, the Chairman of the Meeting (see note 6) to act as my/our proxy to attend and vote on my/our behalf at the AGM of the Company to be held on 28 June 2012 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 RESOLUTIONS:
1.      To receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2011.
2.      To re-appoint Brian Moller as a director of the Company.
3.      To re-appoint John Bovard as a director of the Company.
4.      To re-appoint Malcolm Norris as a director of the Company.
5.      To re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors.

RESOLUTIONS	For	Against	Votes withheld (see note 8)	Discretionary (see note 8)
6.      To approve the issue of Options (50% exercisable at 14p and 50% exercisable at 28p) to Malcolm Norris (or nominee).
7.      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 £1,200,000.
8.      To approve the SolGold Plc Employee Share Plan.
9.      That, subject to and conditional on the passing of resolution 8, the Company be authorised to create and issue Convertible Redeemable Preference Shares of 1p each.
SPECIAL RESOLUTION:
10.    That, subject to and conditional on the passing of resolution 7, 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 section 561(1) of the Act did not apply.

YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOUR OF ALL OF THE ABOVE RESOLUTIONS

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.

Signature	Date	In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director or secretary).
	______________________ 2012

NOTES TO THE PROXY CARD:

1.             As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2.             Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3.             A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy.  Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4.             You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar or Company Secretary.

5.             In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company's register of members not later than 4.00 p.m. (Brisbane Australia time) on 26 June 2012 or, if the meeting is adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.

6.             To be valid for the meeting, a form of proxy should be completed, signed and lodged (together with any power of authority or any other authority under which it is signed or a duly certified copy of such power of authority) with:

             For residents in Australia: the Company Secretary resident in the Company's Australian office, GPO Box 5261 (Level 2, 169 Mary Street, Brisbane, Queensland) 4001, Australia, facsimile number [phone] or by email to the Company Secretary ([e-mail]);

For residents in the UK or elsewhere in the EU:the Company's registered office c/o James Channo, Fox Williams  LLP, Ten Dominion Street, London EC2M 2EE, United Kingdom, facsimile number[phone], or the Company's Registry Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom;

no later than 48 hours before the time for which the meeting is convened.

7.             The register of directors' interests in the share capital of the Company and copies of directors' service contracts are available for inspection during usual business hours, at the registered office of the Company and at the offices of HopgoodGanim, Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 Australia on any weekday (weekends and public holidays excepted) from the date of this notice until the date of the annual general meeting and also at the place of the annual general meeting for at least 15 minutes prior to, and until the conclusion of the meeting.

8.             To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'  To abstain from voting on a resolution, mark the box "vote withheld".  A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution.  Marking "Discretionary", or failing to mark any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.

9.             The Chairman of the Meeting shall act as a proxy unless another proxy is desired, in which case, insert full name of your proxy in the space provided above.  A proxy will act in his/her discretion in relation to any business, other than that above, at the meeting (including any resolution to amend a resolution or to adjourn the meeting).

10.          In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.

11.          In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders.  For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.

12.          To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting.  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which an issuer's agent is able to retrieve the message.  The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

13.          Any alterations to this form should be initialled.

To be effective, all votes must be lodged in accordance with note 6 above.

 

END

 

 

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