Mr. Karl Schlobohm reports
UPDATE ON NOTICE OF AGM AND MANAGEMENT INFORMATION CIRCULAR
Solgold PLC will hold its annual general meeting at the offices of HopgoodGanim
Lawyers located at Level 7, Waterfront Place, 1 Eagle St., Brisbane, Queensland 4000, Australia, on
Dec. 20, 2018, at 11 a.m. Brisbane, Australia, time and wishes to provide the following update
in relation to the same.
Resolution 14 in the notice of meeting provides as follows:
"14. That subject to and conditional on, the passing of Resolution 13, 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 13 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 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
"(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an
aggregate nominal amount of pounds sterling2,759,413;
"and this authority shall expire at the conclusion of the next annual general meeting of the Company
or, if earlier, 15 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."
Resolution 14 seeks the disapplication of pre-emption rights in connection with the issue of equity
Due to an oversight the nominal amount of ordinary shares limit which appears in resolution 14
amounts to about 15 per cent of the issued share capital of Solgold as at the date of the notice of meeting. It
should, in fact, have referred to the amount of 1,846,321 pounds sterling being about 10 per cent of the issued share capital
of Solgold as at the date of the notice of meeting.
To address this oversight, the board of Solgold has determined that in the event resolution 14 is
approved by shareholders, Solgold will only act upon the authority so given for the period of such
authority to a maximum amount of 1,846,321 pounds sterling being about 10 per cent of the issued share capital of Solgold
as at the date of the notice of meeting.
In the event Solgold were to require in the best interests of all shareholders any increase in such
disapplication authority, it would seek fresh shareholder approval.
Solgold apologizes for any inconvenience caused in these circumstances and encourages all
shareholders to support the recommendations contained in the notice of meeting.
We seek Safe Harbor.
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