Mr. Dennis Wilkins reports

SOLGOLD PLC ANNOUNCES AMENDMENT TO EGM RESOLUTIONS

Dear shareholders,

You will have recently received a notice of meeting for an extraordinary general meeting (EGM) of Solgold PLC to be held on June 30, 2022.

This communication is to give you notice of a proposed amendment to be put to the EGM, to one of the definitions contained within the proposed long-term incentive performance plan rules and performance bonus plan rules that the company is seeking approval for under resolutions 2 and 3 of the notice of meeting. Resolutions 1 and 4 and the accompanying documentation remain unchanged. The issued proxy form also remains unchanged.

Amendment to definition under incentive plans

The U.K. Companies Act 2006 requires the board of directors of Solgold to promote the success of the company for the benefit of its members as a whole and, in doing so, has taken into account the interests of wider stakeholders.

Some of our members have communicated reservations about one aspect of the defined term of change of control within the long-term incentive performance plan rules and performance bonus plan rules. The concern relates to the 30-per-cent threshold applied on a disposal of assets. Having taken those members' concerns into consideration, a variation to the definition that lifts the threshold for measurement of a change of control on the disposal of assets to 50 per cent will now be incorporated into the incentive plans. The other limbs of the change of control definition were already at the 50-per-cent threshold and remain unchanged.

The board acknowledges the concerns raised by members and accordingly the definition of change of control within the incentive plans is varied as summarized below.

Change of control means the occurrence of any one or more of the following events:

• The sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the company which have an aggregate book value greater than 50 per cent of the book value of the assets, rights and properties of the company on a consolidated basis to any other person or entity, other than a disposition to a wholly owned affiliate in the course of a reorganization of the assets of the company and its affiliates.

The full text of the varied definition, with the change marked up, is set out in the annexure below. At the EGM, the chair of the meeting will propose that the incentive plans, varied as noted herein, be put to members for approval. The full text of the incentive plans, as amended as noted above, are available on SEDAR.

The board believes these amendments to be favourable to the interests of shareholders and thanks those members that took the time to engage with the group on this matter.

The board will continue to consult with its shareholders at future events. Our upcoming events are available on our website.

The board will also continue to recognize member expectations and will ensure that these are considered within its corporate governance and future announcements going forward.

There is no change to the date, time and place of the Solgold EGM and will be held on Thursday, June 30, 2022, at 9 p.m. (Brisbane, Australia time), 7 a.m. (Toronto time), 12 p.m. (London time) at the offices of HopgoodGanim, level 8, Waterfront Place, 1 Eagle St., Brisbane, Queensland, 4000, Australia, and electronically via the Lumi platform.

Action to be taken

Shareholders who cannot attend and vote at the EGM should complete and lodge the proxy form in respect of all items of business at the EGM, if they have not already done so.

If you have already lodged a proxy form and you do not wish to change your voting instructions, you do not need to do anything. If you have already lodged a proxy form and you do wish to change your voting instructions, you will need to lodge a revised proxy form that will then take precedence over the original proxy form previously submitted (provided it is received after the original proxy form). Alternatively, you can complete and update your proxy vote on-line following the instructions on the proxy form.

The latest time for receipt of proxy forms has not changed. Please ensure that you submit your proxy form by the time set out on the proxy form and in the notice of meeting.

Board recommendation

The board considers that the items for all resolutions 1 to 4 set out in the notice of meeting are in the best interests of shareholders of Solgold as a whole and recommends that you vote in favour of all resolutions.

By order of the board

Dennis Wilkins

Company secretary

Annexure -- amended change of control definition to apply to the incentive plans

Change of control means the occurrence of any one or more of the following events:

• A consolidation, merger, amalgamation, arrangement, or other reorganization or acquisition involving the company and another company or other entity, as a result of which the holders of voting securities prior to the completion of the transaction hold less than 50 per cent of the outstanding voting securities of the successor company after completion of the transaction;
• The sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the company which have an aggregate book value greater than 50 per cent of the book value of the assets, rights and properties of the company on a consolidated basis to any other person or entity, other than a disposition to a wholly owned affiliate in the course of a reorganization of the assets of the company and its affiliates;
• A resolution is adopted to wind-up, dissolve or liquidate the company;
• Any person, entity or group of persons or entities acting jointly or in concert (an acquiror) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of voting securities which, when added to the voting securities owned of record or beneficially by the acquiror or which the acquiror has the right to vote or in respect of which the acquiror has the right to direct the voting, would entitle the acquiror and/or associates and/or affiliates of the acquiror to cast or to direct the casting of 50 per cent or more of the votes attached to all of the company's outstanding voting securities which may be cast to elect directors of the company or the successor company (regardless of whether a meeting has been called to elect directors);
• As a result of or in connection with: (a) a contested election of directors, or (b) a consolidation, merger, amalgamation, arrangement, or other reorganization or acquisition involving the company or any of its affiliates and another company or other entity, fewer than 50 per cent of the directors of the company are persons who were directors of the company immediately prior to such election or the transaction;
• The directors adopt a resolution to the effect that a change of control as defined herein has occurred or is imminent.

For the purposes of the foregoing, voting securities means shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities.

About Solgold PLC

Solgold is a leading resources company focused on the discovery, definition and development of world-class copper and gold deposits. In 2018, Solgold's management team was recognized by the Mines and Money forum as an example of excellence in the industry and continues to strive to deliver objectives efficiently and in the interests of shareholders. Solgold is exploring the length and breadth of this highly prospective and gold-rich section of the Andean copper belt which is currently responsible for approximately 40 per cent 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.

We seek Safe Harbor.