SolGold PLC Announces Amendment to EGM Resolutions

Important Note to Shareholders

BISHOPGATE, UK / ACCESSWIRE / June 24, 2022 /

Dear Shareholders,

You will have recently received a Notice of Meeting for an Extraordinary General Meeting (EGM) of SolGold plc (LSE:SOLG)(TSX:SOLG) to be held on 30 June 2022 (Notice of Meeting).

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 UK 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 (collectively, the Incentive Plans). The concern relates to the 30% 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% will now be incorporated into the Incentive Plans. The other limbs of the Change of Control definition were already at the 50% 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 summarised below,

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

……

(ii) 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% (fifty) 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 re-organisation of the assets of the Company and its Affiliates;