A strategic opportunity
in copper
Annual Report 2023
SolGold plc Annual Report 2023
SolGold is an emerging multi-asset
major and leading exploration
company focused on the discovery,
definition, and development of
world-class copper and gold deposits.
p.08 p.10 p.12
Contents
CHIEF EXECUTIVE'S REVIEW OUR STRATEGYBUSINESS MODEL
COMPANY OVERVIEW
02 About Us
03 2023 Highlights
04 The Story of SolGold
STRATEGIC REPORT
06 Chair’s Review
08 Chief Executive’s Review
10 Our Business Model
12 Our Strategy
14 Key Performance Indicators
16 Market Overview
18 Operations Overview
20 Financial Review
22 Risk Management
29 Viability Statement
30 Engaging with our Stakeholders
34 Sustainability Report and TCFD Disclosures
47 Non-financial Information Statement
CORPORATE GOVERNANCE
48 Chair’s Introduction
49 Overview
50 Corporate Governance Statement
54 Board of Directors
56 Executive Management Team
57 Board Leadership and Company Purpose
59 Stakeholder Engagement
60 Division of Responsibilities
63 Audit, Risk and Internal Control
64 Nomination Committee Report
65 Audit and Risk Committee Report
68 Environmental, Social and Governance
Committee Report
69 Strategy Committee Report
70 Directors’ Remuneration Report
72 Annual Report on Remuneration
81 Remuneration-at-a-Glance
83 Directors’ Report
88 Directors’ Responsibility Statement
FINANCIAL STATEMENTS
90 Independent Auditors’ Report
99 Consolidated Statement of Profit or Loss
and Other Comprehensive Income
100 Consolidated Statement of Financial Position
101 Company Statement of Financial Position
102 Consolidated Statement of Changes in Equity
104 Company Statement of Changes in Equity
106 Consolidated and Company Statements
of Cash Flows
107 Notes to the financial statements
ADDITIONAL INFORMATION
154 GRI Content Index
SOLGOLD PLC ANNUAL REPORT 2023
Living and working in Ecuador has
been both a privilege and a pleasure.
Our vision remains clear: to consistently
deliver value to our stakeholders."
SCOTT CALDWELL
Managing Director and Chief Executive Ocer
COMPANY OVERVIEW
01SOLGOLD PLC ANNUAL REPORT 2023
ABOUT US
SolGold is a mineral exploration and
development company headquartered
in Brisbane, Australia.
The Company is a UK incorporated public limited company,
dual LSE and TSX-listed (SOLG on both exchanges) and has a
leading exploration and project team focused on copper-gold
exploration and mine development with assets in Ecuador, Chile
and Australia. SolGold is a large and active concession holder
in Ecuador exploring the length and breadth of this highly
prospective and gold-rich section of the Andean Copper Belt.
SolGold’s primary objective is to discover, define and develop
world-class copper-gold deposits.
Mineral exploration
and development
SolGold
Canada Inc.
Australian
Tenements
Ecuador Regional
Licences
Cornerstone
Ecuador S.A.
SolGold Ecuador
S.A.
Cornerstone
Exploraciones
Ecuador S.A.
Exploraciones
Novomining S.A.
(Cascabel Project)
Minera
Cornerstone
Chile Limited
Exploaurum S.A.
Empresa Nacional
Minera ENAMI EP
Cornerstone
Licences
Bramaderos S.A.
Sunstone Metals
Limited
SolGold
Finance AG
SolGold Main Corporate Structure
100%
85%100% 100%100%
83.9999%
16%
0.0001%
100% 12.5%
100%
100%100%
100%
87.5%
02 SOLGOLD PLC ANNUAL REPORT 2023
2023 HIGHLIGHTS
Highlights
Leadership
Appointed new Key
Executives including
Chief Executive Ocer
and Chief Financial Ocer.
Mergers and Acquisitions
Acquisition with Cornerstone
Capital Resources Inc. to
strengthen the ability of
the Group by consolidating
ownership of the Cascabel
Project, along with a robust
portfolio of other projects
primarily across Ecuador.
Investors
Issue of shares to new
investor Jiangxi Copper
(Hong Kong) Investment
Company Limited.
Environmental Incidents
ZERO incidents in 2023
(2022: zero).
Royalty Financing
New royalty financing
partnership with Osisko
Gold Royalties Ltd.
2023
COMPANY OVERVIEW
03SOLGOLD PLC ANNUAL REPORT 2023
THE STORY OF SOLGOLD
Ten years of
growth in Ecuador
2012
SolGold enters Ecuador and signs
earn-in agreement for ENSA
(Exploraciones Novomining S.A.)
which holds 100% of the Cascabel
concession
2013
Environmental licence received
from Ministry of Environment for
drilling at Cascabel concession /
Discovery hole at Alpala deposit
2014
SolGold gains unencumbered
85% ownership of ENSA
2015
Ecuador and Australia sign MOU on
cooperative ties in the mining sector
2016
SolGold approves
US$22.8 million share
deal with Newcrest /
Ecuador mining
cadastre opened
2017
SolGold moves from AIM to Main market on the London
Stock Exchange / SolGold commences trading on TSX /
Newcrest announce a further investment of US$40 million in
SolGold / SolGold awarded circa 60 concessions
04 SOLGOLD PLC ANNUAL REPORT 2023
2018
BHP declared a major shareholder in
SolGold / Maiden Mineral Resource for
Alpala Deposit at Cascabel announced /
SolGold reaches a total of 76 concessions
in Ecuador / Cascabel bakery opened and
run by only women
2020
Completion of Franco-Nevada
US$100 million Royalty Financing /
Discovery of Cacharposa deposit at
Porvenir / Completion of MRE3 for
Alpala deposit SolGold becomes a UN
Global Compact signatory
2019
Completion of PEA for the
Cascabel project / Start of
1 Million Trees Project
2021
Guillermo Lasso elected President of
Ecuador / Maiden Mineral Resource
announced at Tandayama-America
deposit at Cascabel and Cacharposa
deposit at Porvenir / SolGold
reach US$4.5 million spend on
socio-economic development
2022
Cascabel project PFS published
confirming world-class Tier 1 potential
/ 320,553 tree saplings grown for
1 Million Trees project
2023
Completed merger with
Cornerstone Capital Resources,
consolidating ownership of the
Cascabel Project / Appointment of
Scott Caldwell as Group CEO / New
royalty financing partnership with
Osisko Gold Royalties Ltd
COMPANY OVERVIEW
05SOLGOLD PLC ANNUAL REPORT 2023
Cascabel: A Testament
to Dedication and
Potential
CHAIR’S REVIEW
I'm both honoured and pleased to present to you SolGold's
Annual Report. This document stands as a testament to
the numerous strides our company has taken this year and
symbolizes our steadfast dedication to realizing the immense
potential of Cascabel’s Alpala deposit, one of the world’s
most significant copper-gold discoveries in the past decade.
Our merger with Cornerstone Capital Resources Inc. this
year was a momentous milestone. This strategic move has
consolidated SolGold's ownership of our flagship project,
Cascabel, at 100%. This not only underscores our deep
commitment to advancing Cascabel but also grants us a
more definitive direction and alignment for all stakeholders
with our broader vision for its future.
Another significant achievement was the finalization of the
Exploitation Agreement term sheet with the Government of
Ecuador for the Cascabel Project. This document serves as a
blueprint for the mine's future development and operations.
Cascabel, with its vast mineral richness, is poised not only
to enhance SolGold's global stature but also to bolster the
economic landscape of the entire region.
The culmination of the term sheet was a result of our
commitment to responsible mining, and a laser focus
on maximizing stakeholder value. I extend my heartfelt
appreciation to our dedicated team, whose perseverance
ensured a deal aligned with SolGold’s vision and
strategicgrowth.
The leadership dynamics at SolGold has seen a refresh with
the entry of Mr. Scott Caldwell, our new CEO and Director,
who also presides over SolGold Ecuador as its President and
has also relocated to Quito. Scott's profound mining expertise
is a valuable asset, poised to shape SolGold's trajectory.
Furthermore, we have bolstered our leadership team, with the
addition of Mr. Chris Stackhouse, our Chief Financial Ocer.
Chris's financial foresight and acumen, combined with a deep-
rooted understanding of the sector, promises to enhance our
financial planning and execution.
While we acknowledge and thank Mrs. Elodie Grant Goodey
and Mr. Kevin O'Kane for their invaluable contributions to
the Board, we are pleased to welcome Dan Vujcic, whose
expertise in capital markets and mergers and acquisitions
isset to enrich our strategic direction.
Reflecting upon the past, it's clear we've faced our share of
challenges, particularly in areas of corporate governance and
financial responsibility. Addressing and rectifying these issues
has been a focal point, and I can assure our stakeholders that
we are on a continuous journey of improvement.
Significant financial undertakings, like the financing from
Jiangxi Copper (Hong Kong) Investment Company Limited
and the Osisko Gold Royalties Ltd. royalty agreement, have
strengthened our foundation this year. Such partnerships echo
the trust our associates have in SolGold's vision and oer us
the financial resilience to further our ambitions.
This year, SolGold also embarked on a comprehensive
strategic review. Its findings and insights will be pivotal in
steering our strategies, ensuring that every move aligns with
our long-term goals and the quest to consistently enhance
stakeholder value while also engaging with potential partners
and exploring innovative funding arrangements to further
cement our path to success. As we look ahead, a key priority
and challenge we acknowledge is securing adequate funding
to realize Cascabel's true potential.
With the Cornerstone merger, we’ve expanded our property
portfolio. We are currently in the process of evaluating these
assets to discern and prioritize the most promising ventures.
As SolGold refines our approach, the prospect of strategic
collaborations is also on the horizon.
DEAR SHAREHOLDERS AND MEMBERS
OF THE SOLGOLD COMMUNITY…
06 SOLGOLD PLC ANNUAL REPORT 2023
Cascabel: A Testament
to Dedication and
Potential
Today we find ourselves at a significant juncture. As the global
momentum shifts towards a greener, carbon-neutral economy,
the demand for copper escalates. SolGold, equipped with
assets like Cascabel, and our highly prospective exploration
portfolio, is uniquely positioned to play a central role in
thistransformation.
I must emphasize, SolGold's commitment to the creation
of value for all stakeholders, maintaining good corporate
governance, and looking after the communities where we
operate and focus on responsible and sustainable mining.
In closing, I extend my deepest gratitude to you, our
shareholders. Your unyielding support and trust serve as
ourbeacon. With the current strategic alignments – from
full ownership of Cascabel, astute financial partnerships,
toa reinvigorated leadership – SolGold stands on the
cuspofa promising future.
Warm regards,
LIAM TWIGGER
Chairman, SolGold Plc.
28 September 2023
STRATEGIC REPORT
07SOLGOLD PLC ANNUAL REPORT 2023
08
Committed to
the community
Building on the Chairman's remarks which eloquently
highlighted our achievements, I wish to delve further into
the year's progress, giving you a granular understanding of
our operations, strategies, and vision for the future. Joining
SolGold has not just been a professional commitment but
a personal journey, and living and working in Ecuador has
been both a privilege and a pleasure.
Firstly, I am pleased to share that our robust financial
management has borne fruit. Our current cash balance is
projected to support our operations through to the end of
our fiscal year 2024 without necessitating further immediate
external financing. This financial stability allows us the luxury
of foresight and the ability to strategically plan our next steps.
This year was about evolution, transformation, and focus. As
we embarked on a transformative restructuring journey, it
was clear to us that in order to maximize the potential of the
Cascabel Project, we needed to hone our operational ecacy
and streamline our processes. Our team took bold decisions
to cut non-essential costs, ensuring that every resource is
allocated judiciously, making SolGold leaner yet more resilient.
Our immediate focus is the acquisition of permits for
Cascabel. Our team is working diligently with the relevant
authorities to ensure that all the necessary requisites are met,
and we are optimistic about obtaining these permits within
the coming year. The cooperative and supportive regulatory
environment in Ecuador is evidenced by the recent 33-year
renewal of the Cascabel tenements and the Exploitation
Agreement Term Sheet negotiations and agreement.
Another significant development is the initiation of a revision
of the Preliminary Feasibility Study (PFS) for Cascabel,
targeted to be complete by first calendar quarter of 2024.
Following an internal study, reviewing feedback, evolving
mining methodologies, and taking the dynamic global market
into consideration, we are examining a staged approach to
developing the mine. This revised approach prioritizes mining
high-grade ore initially at a lower tonnage, thereby reducing
initial capital requirements. The subsequent expansions,
envisioned to further harness the mine's potential, will be
funded out of operational cash flows. If successful, this strategy
would significantly reduce the initial capital requirements and
the development risk, which we believe increases the ability for
the Company to finance the development itself, and increases
the number of interested parties capable of developing a lower
capital-intensiveproject.
The synergy between living in Ecuador and overseeing our
projects here has given me unmatched insight. Ecuador,
with its rich mineral deposits and a supportive governmental
framework, oers an unparalleled opportunity for growth in
the mining sector. We are deeply committed to ensuring that
our operations not only contribute positively to Ecuador’s
economy but also set the benchmark for responsible and
sustainable mining practices.
Our prime focus is to ensure that our projects, while
promising, are fundamentally sound and de-risked for the
future. It's not just about recognizing potential, but about
meticulously preparing our assets for future development.
Theactions undertaken this year, from a comprehensive
review of our operations to decisive financial partnerships,
have been geared towards this goal.
DEAR SHAREHOLDERS AND VALUED MEMBERS
OF THE SOLGOLD COMMUNITY…
CHIEF EXECUTIVE’S REVIEW
08 SOLGOLD PLC ANNUAL REPORT 2023
To our shareholders – your steadfast support during this
transformative phase has been invaluable. Restructuring and
cost-cutting measures, while essential, require fortitude and
vision. Your trust has emboldened us to take the necessary
steps to ensure SolGold's sustainable success.
As we stride into the future, our collective vision is clearer
than ever. While our Chairman focused on the larger
milestones and the promising path ahead, my commitment
to you is that behind these milestones is a team relentlessly
working on the minutiae, ensuring that every aspect of
SolGold operates at its optimum.
In conclusion, as we steer SolGold through these
transformational times, our vision remains clear: to be at the
forefront of the mining industry in Ecuador, to operate with
integrity, and to consistently deliver value to all stakeholders.
Your belief in our vision fuels our ambitions, and with the
strategic undertakings in place – from an improved cash
balance, anticipated permits, to a more cost-eective mining
strategy – we are poised for an even more promising future.
Thank you for your continued trust and support. Here's to
forging ahead, together.
Warm regards,
SCOTT CALDWELL
Chief Executive Ocer
28 September 2023
Our vision remains clear:
to be at the forefront of
the mining industry, to
operate with integrity,
and consistently deliver
value to all stakeholders."
STRATEGIC REPORT
09SOLGOLD PLC ANNUAL REPORT 2023
OUR BUSINESS MODEL
Delivering copper at a time when
supplies are declining and the world
is demanding more copper for a
transition to a net zero future
NATURAL
Mineral Resource. We use energy, fuel and
water to operate our activities. We use these
resources as eciently as possible to minimise
our environmental footprint.
HUMAN
We invest in our workforce, ensuring they
have the right skills, capabilities and career
prospects to match our growth ambitions.
SOCIAL
We have established a strong social licence
to operate in our host countries and local
communities which supports our current
operations and exploration activities.
MANUFACTURED
We rely on drill rigs, plant and site infrastructure.
FINANCIAL
Disciplined capital allocation to
enable us to invest in our business and
deliver strong shareholder returns.
We generate value by discovering,
defining and developing world-class
minerals deposits. We prioritize capital
using an established systematic and
disciplined approach to exploration,
targeting grassroots opportunities to
ensure low-cost entry into projects.
COST
CONTROL
ECONOMIC
DISCOVERIES
PROJECT
ADVANCEMENT
SHARE PRICE
PERFORMANCE
OUR CAPITAL INPUTS HOW WE CREATE VALUE
10 SOLGOLD PLC ANNUAL REPORT 2023
SHARING THE VALUE WE CREATE
LOCAL EMPLOYMENT
• 99% Ecuadorian employees
HOST COMMUNITIES
• US$764,365 invested in socioeconomic projects
delivered in partnership with Local Authorities of
the communities where we operate (FY2023)
• 16.4% of procurement budget spent locally in the
communities where we operate (FY2023)
TRUSTED PARTNER
• US$900,000 investment in partnership with Franco-
Nevada to deliver a waste and recycling infrastructure
for the local parishes of Lita and La Carolina in the
Imbabura province of Northern Ecuador
STRATEGIC REPORT
11SOLGOLD PLC ANNUAL REPORT 2023
OUR STRATEGY
The exploration for copper
and gold is core to our
business model
We generate value by discovering, defining and developing
world-class mineral deposits. We maximise funds using
an established systematic and disciplined approach to
exploration, targeting grass roots opportunities to ensure
low-cost entry into projects. Our vision is to become
a leading copper and gold miner underpinned by our
exceptional portfolio of project options.
SolGold continues to
pursue its strategy of
unlocking value from
itsextensive portfolio
ofmineral assets."
12 SOLGOLD PLC ANNUAL REPORT 2023
OUR STRATEGIC APPROACH
Supporting
Ecuador to be
the next copper
frontier when
the world needs
it most
Corporate
Development
Team oriented
people that redefine
what’s possible
Secure Competitive
Funding
Developing
the Next Tier 1
Asset
Global Leaders in
Copper Discovery
Net positive impact
and carbon neutral
Portfolio
Development
Sustainable
Development
Key Strategic Themes
Team orientated people that
redefine what’s possible
Developing the capabilities and culture that enables
the development of a copper mine
Leveraging our first mover country advantage
to identify pipeline of economic projects
Global leaders in copper discovery
Advancing a commercially attractive copper
development
Developing the next tier 1 asset
Commitment to eliminating all forms of harm, including
injuries, illnesses, and environmental impacts, through
proactive safety measures and sustainable practices
Zero harm
Securing funding to continue to develop Cascabel
and unlock value from our exploration portfolio
Secure competitive funding
STRATEGIC REPORT
13SOLGOLD PLC ANNUAL REPORT 2023
KEY PERFORMANCE INDICATORS
Prioritizing the health, safety,
and well-being of our employees,
contractors, communities, and
the environment. Actively work
to minimize our environmental
footprint and integrate sustainable
practices throughout all operations,
while ensuring the safety and
wellness of all stakeholders.
Consistently monitor and report
on both safety performance and
environmental compliance to uphold
the highest standards in every
aspect of our work.
Leverage our diverse portfolio
of mineral exploration assets to
maximize value, by strategically
advancing promising ventures and
exploring potential collaborations
and partnerships.
Prioritize robust engagement
with stakeholders, including
shareholders, partners,
communities, governments, and
other relevant entities, to foster
transparent communication, mutual
understanding, and collaborative
relationships. Develop and
implement strategies to actively
involve stakeholders in decision-
making processes, address their
concerns, and create shared value.
Focus on completing and presenting
the results of the Preliminary
Feasibility Study (PFS) for the
phased approach development
of Cascabel.
Aim to enhance our financial
position by exploring diverse
sources of liquidity, optimizing
resource allocation, and managing
expenditures eectively.
Prioritize the progression of all
necessary permitting for Cascabel,
working diligently with the relevant
authorities to meet regulatory
requirements and facilitate the
project’s advancement.
ZERO HARM
MAXIMIZE VALUE OF EXTENSIVE
PORTFOLIO OF MINERAL
EXPLORATION ASSETS
ENGAGEMENT WITH
STAKEHOLDERS
STRENGTHEN
BALANCE SHEET
DELIVER RESULTS OF THE
UPDATED PRE-FEASIBILITY
STUDY
ADVANCE PERMITTING
REQUIRED FOR CASCABEL
1
5 6
2 3
4
During this phase of SolGold’s growth, the Directors diligently track
key performance indicators related to funding risk, primarily focusing
on the projected cash flows for general administrative expenses and
those on a project-by-project basis.
This year, the Company has successfully secured the necessary financing for its activities, as outlined in the Financial
Statements section of our Annual Report. Each mineral exploration project’s performance is evaluated using measures
unique to that project.
Mid-year, the Company underwent a strategic shift with the successful merger of Cornerstone Capital Resources Inc.
(now known as SolGold Canada Inc.), accompanied by a reconstitution of management. Following the strategic shift,
the Board has identified the following KPIs to be used to track Company performance in 2024:
14 SOLGOLD PLC ANNUAL REPORT 2023
STRATEGIC REPORT
15SOLGOLD PLC ANNUAL REPORT 2023
COPPER MARKET OUTLOOK
MARKET OVERVIEW
FUNDAMENTAL DRIVERS:
Global copper demand in 2022 grew to just over 22MT,
just under 3% from 2021. The foundational drivers
of copper demand over the past two decades have
been electrification, urbanization, digitization, and
industrialization, particularly in emerging economies.
China has been at the forefront of this demand, with its
refined copper consumption growing from 5Mt in 2000
to over 13Mt in 2022, accounting for more than half of
global consumption. However, the Chinese economy has
recently experienced a slowdown, leading to moderate
growth in copper consumption.
RENEWABLE ENERGY TRANSITION:
As part of the Paris Agreement, a global initiative to
fight climate change, signatories have agreed a need
to limit the increase in global temperatures to no more
than 2 degrees Celsius compared to pre-industrial levels.
Achieving this target requires a rapid shift in our energy
systems, known as the Accelerated Energy Transition
(AET). This shift involves moving away from fossil fuels
and embracing renewable energy sources like wind,
solar, and electric vehicles.
The global transition towards renewable energy is
emerging as a significant driver for copper demand.
Copper's excellent conductivity and durability make
it indispensable in renewable energy systems like
solar panels, wind turbines, and electric vehicles. This
transition is not only sustaining but is also expected to
accelerate copper demand in the years to come.
CURRENT MACROECONOMIC
FACTORS:
Rising interest rates have been a recent development
aecting the global economy and, by extension, the
copper market. This has led to a slowdown in economic
growth, although recovery is still expected. The long-
term outlook for copper remains positive despite these
challenges, particularly due to recent supply deficits
coming out of Latin America as a result of disruptions
at various operations in the region.
MARKET VOLATILITY:
The copper market has seen significant fluctuations,
influenced by geopolitical tensions, such as the Russia-
Ukraine war, and the ongoing Covid-19 restrictions in
China. Despite these challenges, low visible inventories
and ongoing copper mine supply disruptions are
expected to oer some support to prices.
SUPPLY SIDE:
McKinsey forecasts a copper supply gap of 6.5 million
tonnes by 2031. These projections suggest that without
new mining projects, there could be a substantial
shortfall in copper supply, jeopardizing the transition
to renewable energy and other green technologies.
FUTURE OUTLOOK:
Global refined copper consumption is projected to grow
by 2.2% in 2023. Over the medium to long term, copper
is expected to benefit from an economic recovery
increasingly focused on green end-use sectors. This is
anticipated to support an above-average annual global
refined consumption growth of 30% from 2023 to 2031,
and continuing to grow reaching an estimated demand
of 53Mt of refined copper by 2050.
CASCABEL STRATEGIC
POSITIONING:
The Alpala deposit at Cascabel, with 9.9Mt million
tonnes of copper in the Measured plus Indicated
resource category, is strategically positioned to benefit
from this structural shift and the long-term demand for
copper, particularly in the renewable energy sector.
16 SOLGOLD PLC ANNUAL REPORT 2023
GOLD MARKET OUTLOOK ECUADOR’S UNTAPPED MINERAL WEALTH
In today's complex economic landscape, gold continues
to be a resilient asset, oering a hedge against
various risks including geopolitical tensions and
economic uncertainties. While rising interest rates have
traditionally put pressure on gold prices, the current
softening of U.S. economic data suggests that the
Federal Reserve may pause its rate hikes. This scenario
is bolstering gold's role as a safe haven, attracting both
individual and institutional investors through ETFs.
For those invested in gold development projects like
SolGold, this is particularly good news.
SolGold's Alpala deposit boasts a substantial 21.7
million ounces of gold in the Measured plus Indicated
resource category, making it a promising source of gold
production for years to come. In summary, the multi-
faceted drivers of the gold market make it a compelling
investment, especially for those looking to diversify their
portfolio and hedge against future uncertainties.
Ecuador is emerging as a global hotspot for copper
exploration, underscored by the groundbreaking
discoveries made in recent years. Located at the
northern end of the prolific Andean Copper Belt, which
is home to some of the world's largest copper mines,
Ecuador oers untapped geological potential. SolGold,
a leader in the field, has been at the forefront of these
developments with its experienced team of Ecuadorian
geologists who have discovered significant mineral
wealth. The Company's flagship project, Cascabel, is
home to the Alpala deposit, one of the most significant
copper and gold discoveries of the past decade. While
Ecuador's mining sector is still in its nascent stages, with
only a few large-scale mines currently in operation, the
landscape is rapidly changing. High-profile development
projects are advancing through feasibility studies, and
with continued investment, the number of operational
mines is expected to grow. Importantly, SolGold's
operations are situated in regions that are not impacted
by the recent environmental concerns, allowing the
Company to maintain strong relationships with the
government and local communities. This positions
SolGold and its Alpala deposit as a cornerstone for
Ecuador's burgeoning mining industry.
STRATEGIC REPORT
17SOLGOLD PLC ANNUAL REPORT 2023
OPERATIONS OVERVIEW
Ecuador
Cascabel Project
Location: Imbabura province, Northern Ecuador
Ownership: 100%
Tenement Area: 50km
2
Primary Targets: Copper-gold porphyry
Over the reporting period, SolGold underwent significant
organizational changes, including the completion of a merger
with Cornerstone Resources Inc, restructuring of the executive
management team, and the right-sizing of operations around
the globe. With significantly reduced overheads, the Company
is focused on managing capital and heavily focused on
continuing to de-risk the Cascabel Project.
The Cascabel project will continue to move forward eciently
and cost-eectively. The following activities will focus on
continuing to advance and “de-risk” the project:
• Updated pre-feasibility study incorporating a staged
development mine plan.
• Securing the property required for essential infrastructure
such as the tails deposition site, the concentrate and tails
pipeline route, etc.
• Securing the critical path permits required for
development.
Exploration Programme – Ecuador
The Company is currently prioritizing capital to advance the
Cascabel Project. Due to capital constraints, all technical
and field work was suspended during the period. Given
the extensive and highly prospective land package held by
SolGold, it continues to keep all concessions in good standing.
Australia
SolGold holds tenements across central and southeast
Queensland, through its wholly owned subsidiaries, Central
Minerals Pty. Ltd. and Acapulco Mining Pty. Ltd. Exploration
programmes were reduced to a minimum in order to focus on
Ecuador based opportunities.
Outlook FY2024
Corporate
1. Corporate Restructuring and Liquidity
In the latter half of FY2023, SolGold embarked on a corporate
reorganization initiative aimed at optimizing costs, reducing
headcount, and refining capital allocation strategies. This
transformation is underpinned by our commitment to financial
sustainability and de-risking the pivotal Cascabel Project. With
restructuring largely concluded at both corporate and local
levels, our current financial assessments project that our cash
reserves will support operations into mid 2024. As we usher
the Cascabel project further into the technical evaluation
and permitting stages, we remain optimistic about continued
robust investment interest, reminiscent of past trends.
2. Strategic Review and its Potential: Charting a
Sustainable Future
In our commitment to upholding transparency and forward-
thinking, the ongoing strategic review represents not just
an internal reflection but also a comprehensive examination
of external opportunities and partnerships. Here's what this
review aims to achieve for SolGold:
• Optimization and Alignment: At its core, the strategic
review is an exercise in refining our direction. We're
delving into each facet of our operations to ensure optimal
resource allocation and that every venture resonates with
our overarching vision.
• Unlocking Value & Funding Potential: Beyond internal
appraisal, the review encompasses a broad outlook on
potential partnerships, funding arrangements, and other
strategic alliances. We believe SolGold harbours untapped
avenues of value and growth potential. By considering
potential collaborations or even divestments, we aim to
realize and amplify this inherent value for our shareholders.
• Risk Management: Identifying and addressing potential
risks allows us to chart a course that’s both ambitious and
grounded. Our objective remains to ensure that SolGold's
growth is resilient, sustainable, and in the best interests of
all stakeholders.
The Alpala deposit is the main
target in the Cascabel concession,
SolGold’s flagship project
18 SOLGOLD PLC ANNUAL REPORT 2023
• Futureproofing with Partnerships: The mining industry,
shaped by global events, technological shifts, and market
dynamics, is ever-evolving. Our strategic review isn't just
about adapting to change but leading it. By identifying
and fostering relationships with potential partners, we
aim to ensure SolGold remains at the forefront of industry
innovation and growth.
• Funding Flexibility: As part of the review, we are exploring
a diverse range of funding arrangements. Whether it's
equity, debt, partnerships, or other innovative financial
solutions, our goal is to secure the best arrangements that
provide us with the liquidity and financial flexibility to drive
our ambitious plans.
In conclusion, the strategic review is a holistic endeavour,
one that combines introspection with a keen eye on
external opportunities. It's about ensuring SolGold is
poised for sustainable success, and we remain excited to
share its outcomes with our stakeholders as we solidify
our pathforward.
Cascabel Project
1. Phased Development Study
SolGold is actively engaged in devising a phased development
plan for the Cascabel Project's mine and concentrator
components. The results of this initiative will be encapsulated
in a revised pre-feasibility study technical report. The
overarching aim of this study is to establish the technical
and financial viability of a phased Cascabel development.
Should the findings be favourable, it would notably mitigate
development risk, streamline timelines, and reduce initial
capital expenditures. Decisions concerning Cascabel's
progression will be tethered to this study's insights.
2. Permitting
• Exploration Permit ("Early Works"): The permit
application has been submitted, and its approval will
catalyze the inauguration of initial site undertakings,
predominately the development drifts leading to the ore
body. Anticipations are set on acquiring the Exploration
Permit before 2023 concludes.
• Other Key Permits: Further pivotal permit milestones and
developments will be communicated as they crystallize in
the upcoming months.
Exploration
SolGold's exploration endeavors outside of Cascabel are
currently undergoing a review, in line with our corporate
restructuring measures. In tandem, eorts to identify potential
JV/earn-in collaborators are in motion. Beyond essential
expenditures required to maintain property compliance, we
do not currently anticipate significant work agendas for these
explorations in FY2024.
Summary
The previous year was foundational for SolGold; it was a
period of introspection, re-evaluation, and restructuring.
We took the time to refine our vision, reassess our assets,
and realign our strategies to better position ourselves in the
evolving landscape of the mining industry. As we pivot to the
current year, our focus shifts from restructuring to strategic
progression. We are poised to harness the opportunities that
lie ahead, with the advancement of Cascabel at the centre of
our endeavors. Drawing from our strengthened foundation,
we anticipate a year of dynamic growth, collaboration, and
tangible progress ahead.
Qualified Person:
Information in this report relating to the exploration results is
based on data reviewed by Mr. Santiago Vaca (M.Sc.P.Geo.).
Santiago joined SolGold in 2014 as Chief Geologist for the
Cascabel project and is an Ecuadorian geologist with over
18years of experience in mineral exploration and research.
Mr.Vaca holds a Professional Geoscientist Certification (P.Geo)
granted by the Association of Professional Engineers and
Geoscientists of Alberta (APEGA) in Canada and is a Qualified
Person for the purposes of the relevant LSE and TSX Rules.
Mr. Santiago consents to the inclusion of the information in
the form and context in which it appears.
STRATEGIC REPORT
19SOLGOLD PLC ANNUAL REPORT 2023
FINANCIAL REVIEW
Highlights
The Group achieved several milestones during the financial
year ended 30 June 2023. These have helped to progress the
development of SolGold, in particular the development of the
Cascabel project and have included:
• Successful placing of 180,000,000 ordinary shares to
new investors, generating aggregate gross proceeds of
US$36,000,000;
• The receipt of US$50,000,000 net smelter returns ("NSR")
royalty financing from Osisko Gold Royalties Ltd (“Osisko”)
from the Cascabel licence area;
• The merger with Cornerstone Capital Resources Inc.
(now renamed to SolGold Canada Inc.) to consolidate
100% ownership of the Cascabel project along with a
robust portfolio of other Ecuadorian projects;
• Exploration and evaluation expenditure of US$43,420,485
for the year (2022: US$66,066,237) (refer Note 13);
• Continued acquisition of US$1,904,767 (2022:
US$3,836,561) in landholdings in the Cascabel project area
in anticipation of infrastructure requirements for project
development;
• Operating loss after tax of US$50,439,745
(2022: US$1,701,565); and
• Cash balance of US$32,481,606 (2022: US$26,102,133)
at30 June 2023.
Results
The Group incurred a loss after tax of US$50,439,745
(2022:US$1,701,565). The increase in the loss after tax is
due to US$16,054,495 in acquisition costs related to the
Cornerstone merger and remeasurement gain of the NSR
financial liability of US$35,003,704, which occurred in
the prior financial year. Overall administrative expenses
remainedconsistent from 2022, although there are some
noteworthy costs.
Employment expenses increased by US$5,188,037 as a result
of one-time redundancies for sta terminated in the Brisbane
and London oces. Additionally, legal fees increased by
US$1,362,099.
The Group recognised a total other comprehensive profit
of US$820,283 (2022: loss of $1,742,845) for the financial
year ended 30 June 2023. A loss of US$69,627 (2022:
US$1,205,636) was recognised representing the mark-
to-market adjustment on the Company’s investment in
Cornerstone Capital Resources Inc. prior to acquisition. For
the financial year ended 30 June 2023 the Group recognised
a loss of US$283,344 (2022: US$702,938) on translation of
foreign operations. The Group also recognised a decrease in
Ecuadorian post-employment benefits of US$1,173,254.
Statement of financial position
Total assets at 30 June 2023 were US$478,339,250 compared
to US$429,162,612 at 30 June 2022 representing an increase
of US$49,176,639.
Current assets overall increased by US$7,103,845, which was
mainly due to an increase in cash and cash equivalents.
Non-current assets increased by US$42,072,794 mainly
due to increases in exploration and evaluation assets,
classified as intangible assets. Exploration assets increased
predominantly due to the exploration expenditure incurred at
Cascabel (US$30,542,275) and the various regional projects
US$18,043,530, net of impairments and impairment reversals.
Property, plant and equipment increased by US$1,584,890
primarily due to strategic land purchases.
Total liabilities at 30 June 2023 were US$165,413,461
compared to US$97,914,105 at 30 June 2022 representing
anincrease of US$67,499,356, including the eect of receipt
of NSR royalty financing from Osisko.
Current liabilities at 30 June 2023 were US$13,784,848
compared to US$6,924,210 at 30 June 2022, representing
an increase of US$6,860,638. Trade and other payables
increased by US$6,180,361 due to the timing of payments
post 30 June 2023.
Non-current liabilities increased by US$60,638,718, due to
the receipt of US$50,000,000 royalty financing from Osisko
and interest of US$13,148,231 accrued on NSR arrangements.
This was oset by a decrease of $2,147,000 in the value of the
derivative liability associated with the BHP options issued in
December 2019.
Given that the Company will need to secure further funding
to meet the Group’s future exploration and working
capital commitments, the situation gives rise to a material
uncertainty as there can be no assurance the Company
will be able to raise the required financing in the future.
Notwithstanding this material uncertainty, the Directors
consider it appropriate to adopt the going concern basis of
accounting in the preparation of the financial statements
and prepare the financial statements on a goingconcern
basis given the Company’s proven ability to raise
necessaryfunding.
20 SOLGOLD PLC ANNUAL REPORT 2023
Cash flow
Cash expenditure (before financing activities) for the
year ended 30 June 2023 was US$77,585,941 (2022:
US$82,658,324). Most of this cash spend relates to cash
expenditure on the Group’s exploration expenditure
overwhelmingly in Ecuador (US$43,297,918) and property,
plant and equipment and strategic land purchases
(US$1,670,405).
During the financial year ended 30 June 2023,
US$36,000,000 cash was received from the issue of shares
via private placements (2022: US$nil) and US$50,000,000
cash was received from royalty financing (2022: US$nil).
Accordingly, the net cash inflow of the Group for the year
ended 30 June 2023 was US$6,528,739 (2022: outflow of
US$83,143,710).
Cost management and performance
against budget
To ensure the business’s continued success, SolGold must be
adequately funded at all times in order to retain employees,
meet expenditure requirements and keep operations running
across all projects. As part of the Group’s cost management
strategy the Group has implemented several cost reduction
initiatives to preserve cash. These include, but are not limited
to, ongoing reviews of budgets and regular forecasts to
ensure eective use of cash in core activities, reductions
of corporate overheads where possible and active working
capital management.
Financial controls and risk management
The Board regularly reviews the risks to which the Group is
exposed and ensures through Board Committees and regular
reporting that these risks are managed across all sectors of
the Company. The Audit and Risk Committee is responsible
for the overview of the Group’s internal financial controls and
financial risk management systems.
Equity
Since the date of the last Annual Report, the Company has
issued the following equities:
On 5 July 2022, the Company issued 1,336,182 new ordinary
shares to Mr. Darryl Cuzzubbo, former Chief Executive Ocer
and Managing Director in relation to his sign-on bonus.
These shares had restrictions placed on their tradability in
accordance with the vesting schedule for the shares.
On 12 December 2022, the Company successfully placed
180,000,000 ordinary shares to investors including Jiangxi
Copper (Hong Kong) Investment Company Limited, Maxit
Capital LP, Mr. Scott Caldwell, Chief Executive Ocer and
Mr.James Clare, Non-Executive Director.
On 24 February 2023, the Company completed its merger
with Cornerstone Capital Resources Inc., resulting in the issue
of 525,954,360 shares to former shareholders of Cornerstone
Capital Resources Inc. As part of the acquisition, 33,778,125
replacement options were granted to former option holders
ofCornerstone Capital Resources Inc.
On 17 March 2023, the Company issued a total of 30,000,000
share options over ordinary shares of the Company to Mr.
Scott Caldwell, Chief Executive Ocer.
On 18 April 2023, the Company issued a total of 6,000,000
share options over ordinary shares of the Company to Mr.
Chris Stackhouse, Chief Financial Ocer.
A total of 7,000,000 share options expired during the
financial year ended 30 June 2023.
At year end the Company had a total of 3,001,106,975 fully paid
ordinary shares and 95,028,125 options in issue. At the date of
this report the Company had a total of 3,001,106,975 fully paid
ordinary shares and 95,225,000 options on issue, the dierence
from year end being 10,500,000 share options over ordinary
shares of the Company being issued to employees.
STRATEGIC REPORT
21SOLGOLD PLC ANNUAL REPORT 2023
RISK MANAGEMENT
We recognise that risks can have
a safety, environmental, financial,
operational or reputational impact
Our approach
SolGold recognises that eective risk management is key to
how we do business and forms a key part of our strategy to
safely deliver sustainable value to all our stakeholders.
We recognise that risks can have a safety, environmental,
financial, operational or reputational impact. An
understanding of risk guides our requirements to anticipate,
design, plan and adequately respond to internal and
external events. This ensures that proper incident response
and eective monitoring can be implemented to minimise
anticipated risks and reduce harm and disruption to people,
the environment and the viability of the SolGold business
model.
Enterprise risk management
The Company continues to invest time and resources to
continuously improve the Company’s risk management
systems.
Project risk management
The PFS for our Cascabel project was published in April
2022 including consideration of environmental, social and
economic impacts. Work on a revised PFS is underway
evaluating further upsides and optimisations. As part of the
PFS, the study team conducted an integrated risk workshop
to identify, record and discuss known and anticipated risks,
which has considered and will be included in future phases of
the project and formed the basis of the creation of the project
risk register. A further review of these risks will be conducted
prior to completion of upcoming studies – closing those that
have been eectively treated or managed and communicating
recommended actions for enduring high-rated risks.
Risk appetite of the Group
Resource exploration, evaluation and development is a high-
risk industry. There is no certainty that the investments made
by the Group in the exploration of properties will result in
discoveries of commercial quantities of minerals. Exploration
for mineral deposits involves risks which even a combination
of professional evaluation and management experience may
not eliminate. Significant expenditures are required to locate
and estimate ore reserves, and further the development of
a property with commercial potential. There is no assurance
the Group has, or will have, further commercially viable
ore bodies. Capital expenditures to bring a property to a
commercial production stage are significant and require
special skills and long-term planning. There is no assurance
that the Group will be able to arrange sucient financing to
bring ore bodies into production. Permitting is seen by the
Group to have the highest risk as obtaining the necessary
permits for exploration and development can be a complex
and time-consuming process, and the duration and success
of the Group’s eorts to obtain permits are contingent upon
many variables not within its control.
Risk appetite reflects the nature and extent of risk that
is acceptable to SolGold whilst still able to achieve goals
and objectives. This appetite is considered based on the
consequences of these risks materialising and takes into
account all internal and external factors. SolGold will take
strong strategic corporate action if any risk exceeds its
established appetite. The following are principal risks to which
the Group and Company may be exposed from time to time:
22 SOLGOLD PLC ANNUAL REPORT 2023
Risk: Health & Safety
KPIs:
1
Trend:
DESCRIPTION KEY MITIGATORS
Safety risks are inherent in exploration and mining activities and include both
internal and external factors requiring consideration to reduce the likelihood
of negative impacts. The current highest risk, due to the geographical spread
of exploration activities, is associated with transportation of people to and
from the project areas. This includes transit vehicle accidents with a potential
for fatalities due to vehicle impacts or rollovers. In addition, the remote
locations of drilling activities increase the risk of delays in gaining access to
eective emergency medical assistance resulting in delayed treatment in
the event of incident or accident. The expansion of the Group’sfootprint in
Ecuador also potentially increases safety risk.
Health and safety reviews, inspections, audits and hazard assessments are
completed on a regular basis to ensure eective procedures and controls
are in place. Any incident resulting in serious injury or death may result in
litigation and/or regulatory action (including, but not limited to suspension
of development activities and/or fines and penalties), or otherwise adversely
aect the Group’s reputation and ability to meet its objectives.
The Group’s exploration and business activities were impacted by the
COVID-19 pandemic in previous years. The Group has adapted the way it
conducts its business in response to the pandemic and follows mandates
of various and relevant government bodies as well as responding to the
concerns of local communities in Ecuador.
The executive management team and onsite
managers adhere to the highest safety protocols and
place priority on ensuring all employees, contractors
and suppliers are always safe.
The Transport Plan that incorporates safe travel for
people and a site safety system that incorporates
hazard recognition, training, monitoring and
continuous improvement will alleviate proposed
safety risks and limit unnecessary accidents.
This risk remained constant during the current year.
Risk: Social Licence to Operate
KPIs:
6431
Trend:
DESCRIPTION KEY MITIGATORS
Strong community relations are fundamental to creating safe, sustainable
and successful operations. Losing the support from any individual
community would be a risk for activities in that area and to the Company’s
broader reputation.
The Group´s concessions are near and, in limited areas, overlap with local
communities, and local approvals are often needed in order to access and
operate in these areas.
The Group often enters into agreements with local communities,
groups or individuals that address surface access, road or trail usage,
local employment, social investment and other key issues. Every local
stakeholder relationship, however, requires ongoing dialogue and
relationshipmanagement.
Events do not always unfold as intended or according to plan, however, and
the status of relations can deteriorate for any number of reasons, including,
but not limited to:
• Influences of local or external political or social representatives or
organisations.
• Shifts in the agendas or interests of individuals or the community as
awhole.
• The Group´s inability to deliver on community expectations or its
commitments.
• Concerns stemming from communities’ historic or recent experiences
with legal and/or illegal miners.
However, if under extreme circumstances the Group were to lose its social
licence with one or more communities and be unable to regain it, this could
impact the viability of the project. By the same token, if the Group is unable
to obtain social licences from some communities, initial exploration could
beprevented.
SolGold has ongoing community engagement and
socialisation programmes in place in order to best
understand the needs of local communities. The
possible risks associated with the relocation of
communities during the development stage will
be managed with the community members’ best
interests at the core of all decisions.
• The development of a relocation and resettlement
plan will be developed with close consultation
and involvement with the community, government
bodies and other stakeholders.
• The development of a transport plan in
conjunction with government, community and
other stakeholders.
• Employment, training and development plan that
continues to give preference to local communities.
• Maintaining a robust grievance and obligations
register that promotes transparency and trust.
• Maintain independent community monitoring
of water and continue water recycling and
minimisation of river water extraction.
• Work closely with the community to identify
safe and acceptable alternative access.
This risk has increased during the current year.
Zero harm
Strengthen balance sheet
Deliver results of the updated Pre-Feasibility Study
Advance permitting required for Cascabel
Engagement with Stakeholders
Maximize value of Extensive Portfolio of Mineral Exploration Assets
KPIs:
ConstantIncreased
Trend:
Reduced
1
2
3
4
6
5
STRATEGIC REPORT
23SOLGOLD PLC ANNUAL REPORT 2023
Risk: People and Leadership Risk
KPIs:
32
Trend:
DESCRIPTION KEY MITIGATORS
Establishing an eective composition of the Board, succession processes
and evaluation methods is critical to the success of the Group. The Group
is dependent on recruiting and retaining high performing leaders focused
on managing the Group’s interests, requiring a large number of persons
skilled in the project development, engineering, financing, operations
andmanagement of mining properties.
Competition for such persons is high in the current commodity price
environment. The inability of the Group to successfully attract and retain
highly skilled and experienced executives and personnel could have
a material adverse eect on SolGold’s business, its ability to attract
financing and the results of operations. In-country industrial relations
risk, and the potential increase in politicisation of the country, places
a risk on the Group and the country’s focus on the development of a
mining industry.
The Company continues to develop its governance across the
businessto ensure best practices and transparency.
SolGold actively minimises this risk by ensuring there is
a proper feedback and grievance process in place across
the Group for all sta, supporting and growing employees’
careers and ensuring they are properly equipped and
receive support at all times.
Building and maintaining an Industrial Relations
Strategy for Ecuador through in-country specialist
expertise, designing recruitment plans to include local
and indigenous people and engaging skilled front-line
workers will help mitigate this risk. SolGold has during the
Financial Year increased the members of its Community
Engagement team and invested in training.
The Company has a number of committees in place
(Nomination, Remuneration and Audit and Risk
Committee) to develop and implement the most
appropriate criteria and succession tools to hire and
retainthe right people in the workforce.
This risk increased during the current year.
Risk: Geopolitical, Regulatory and Sovereign
KPIs:
4 63
Trend:
DESCRIPTION KEY MITIGATORS
SolGold’s exploration tenements are located in Ecuador, Australia and
Chile and are subject to the risks associated with operating both in
domestic and foreign jurisdictions.
Operating in any country involves some risk of political and regulatory
instability, which may include changes in government, negative policy
shifts, changes to the tax and royalty regime and civil unrest. In addition,
there is a risk that due to the deterioration of the macroeconomic
situation, governments may consider imposing currency controls and
limitations on capital flows. Specifically, under Ecuadorean law, citizens
have a constitutional right pursuant to a judicial process, to apply to
the Constitutional Court for approval for a public referendum on any
subject matter. In 2019, an application was made to the Ecuadorean
Constitutional Court to request to have a referendum held, the eect of
which was to seek to stop mining activities at the Cascabel concession.
The Constitutional Court unanimously rejected the application. However,
despite the Constitutional Court ruling on that particular occasion, no
assurance can be given that at some future time a similar application
designed to seek to stop mining at Cascabel or in any other location of
interest to the Group, will not be made. Anti-mining activism involving
protests or blockage of access is a risk for operational areas.
The availability and rights to explore and mine, as well as industry
profitability generally, can be aected by changes in government
policy that are beyond the control of SolGold. These factors may have a
negative impact on the ability of the Group to secure external financing
and an adverse eect on the Group’s market value and the going
concern of the business as whole.
The 2023 elections in Ecuador have heightened geopolitical risk due
to uncertainties around regime changes potential impacts on policy
and regulatory environment. Despite these challenges, the Company
remains optimistic, believing that regardless of the election outcome,
investor confidence in Ecuador will endure.
SolGold has a successful track record of operating in
Ecuador, Australia and Chile and the Group actively
monitors political developments on an ongoing basis.
The management team aims to maintain open working
relationships with local authorities in the countries where
the Group operates.
Ensuring the Company maintains strong relationships with
regional and national government agencies, as well as
community members from our area of influence, is a key
mitigator for minimising disruptions.
The Company to date has not had any security threats, due
to the implementation of our extensive safety management
and security protocols in place. SolGold will continue to
work closely with government agencies to support regional
security eorts as well as continuously advance and update
security measures as operations and activities increase. The
current security plan in place is highly eective and tailored
to the Company’s needs and is reviewed regularly and in
light of changing circumstances.
This risk has increased during the current year.
RISK MANAGEMENT
CONTINUED
24 SOLGOLD PLC ANNUAL REPORT 2023
Risk: Concession Title
KPIs:
43
Trend:
DESCRIPTION KEY MITIGATORS
SolGold’s concessions and interest in concessions are subject to the
various conditions, obligations and regulations which apply in the
relevant jurisdictions including Ecuador, Australia (Queensland) and
Chile. If applications for title or renewal are required, this can be at the
discretion of the relevant government minister or ocials. If approval
is refused, SolGold will suer a loss of the opportunity to undertake
further exploration, or development, of the tenement.
Some of the properties may be subject to prior unregistered
agreements or transfers of native or indigenous peoples’ land claims
and title may be aected by undetected defects or governmental
actions. No assurance can be given that title defects do not exist. If
a title defect does exist, it is possible that SolGold may lose all or a
portion of the property to which the title defects relate.
Successful relationships with governments, senior in-
country ocials and other key external stakeholders are
built and maintained. This includes delivering on and
adhering to the conditions attached to the tenement
grant documents. SolGold currently knows of no reason
to believe that current applications will not be approved,
granted or renewed.
During 2020, the Ecuadorian government clarified the
timing surrounding the four-year investment period
which resulted in extensions for a number of licences.
The Company continues to assess its ability to meet
the investment criteria on its Ecuadorian licences and is
working closely with the Government in communicating
the needs of the industry.
This risk has reduced during the current year.
Risk: Environmental
KPIs:
1
Trend:
DESCRIPTION KEY MITIGATORS
The Group’s exploration activities are required to adhere to both
international best practice and local environmental laws and
regulations. Any failure to adhere to globally recognised environmental
regulations could adversely aect the Group’s ability to explore under
its exploration rights. Significant liability could be imposed on SolGold
for damages, clean-up costs, or penalties in the event of certain
discharges into the environment, environmental damage caused by
previous owners of property acquired by SolGold or its subsidiaries, or
non-compliance with environmental laws or regulations.
SolGold proposes to minimise these risks by conducting its activities in
an environmentally responsible manner, in accordance with applicable
laws and regulations. Nevertheless, residual risks inherent in SolGold’s
activities could lead to financial liabilities.
In line with all Ecuadorian mining companies, the
management of this risk is based on compliance with the
Environmental Management Plan.
SolGold will maintain eective environmental compliance
registers and reporting protocols and ensure eective
emergency preparedness planning, and resources to
contain and manage spills.
In order to ensure compliance, the Group provides
adequate resources to this area including the
employment of personnel and the utilisation of
third-party consultants to audit compliance with the
Environmental Management Plan. To date, the Group has
been fully compliant.
This risk remained constant during the current year.
Zero harm
Strengthen balance sheet
Deliver results of the updated Pre-Feasibility Study
Advance permitting required for Cascabel
Engagement with Stakeholders
Maximize value of Extensive Portfolio of Mineral Exploration Assets
KPIs:
ConstantIncreased
Trend:
Reduced
1
2
3
4
6
5
STRATEGIC REPORT
25SOLGOLD PLC ANNUAL REPORT 2023
Risk: Land Access, Permitting and Surface Rights
KPIs:
4 63
Trend:
DESCRIPTION KEY MITIGATORS
The Group is required to obtain governmental permits to conduct
dierent phases of exploration and evaluation on its concessions.
Obtaining the necessary permits can be a complex and time-
consuming process, which at times may involve several dierent
government agencies. The duration and success of the Group’s eorts
to obtain permits are contingent upon many variables not within
its control, including the interpretation of applicable requirements
implemented by permitting authorities, the expertise and diligence of
civil servants, and the timeframes for agency decisions.
The Group may not be able to obtain permits in a timeframe that
might be reasonably expected. Any unexpected delays associated with
the permitting processes could slow exploration and development
activities and could adversely impact the Group’s operations.
There is a risk of permits that are needed for ongoing operations being
denied regarding tenure and other development related infrastructure.
Land access is critical for exploration and evaluation to succeed. In
all cases the acquisition of prospective concessions is a competitive
business, in which proprietary knowledge or information is critical and
the ability to negotiate satisfactory commercial arrangements with
other parties is often essential. Access to land for exploration purposes
can be aected by land ownership, including private (freehold) land,
pastoral lease and native title land or indigenous claims.
Immediate access to land in the areas of activities cannot in all cases
be guaranteed. SolGold may be required to seek consent of land
holders or other persons or groups with an interest in real property
encompassed by, or adjacent to, SolGold’s tenements. Compensation
may be required to be paid by SolGold to land holders so that SolGold
may carry out exploration and/or mining activities.
Where applicable, agreements with indigenous groups must be in
place before a mineral tenement can be granted. In the long run
SolGold will be required to acquire large areas of land for its surface
operations, posing a risk of delays and increasing prices the longer
the process takes.
Attention is focused on maintaining sound relations with
local communities and working with these groups to
enhance these relationships. The Group’s social team,
under the supervision of the country manager, continues
to address any such issues. Furthermore, there is regular
dialogue with the aected communities by senior
executives.
The possible risks associated with the relocation of
communities during the development stage will be
managed with the community members’ best interests
at the core of all decisions. The development of a
relocation and resettlement plan will be developed with
close consultation and involvement with the community,
government bodies and other stakeholders.
SolGold ensures it follows protocols put in place by local
and national government bodies in a timely manner
when applying for permits. The Company regularly meets
with government ocials to discuss ongoing permitting
applications in a transparent and professional manner
and is compliant with a stakeholder engagement plan for
land access.
This risk remained constant during the current year.
Risk: Project Development
KPIs:
4 5 63
Trend:
DESCRIPTION KEY MITIGATORS
Where the Group discovers a potential economic resource or reserve,
there is no assurance that the Group will be able to develop a mine
thereon, or otherwise commercially exploit such resource or reserve.
Any failure to manage eectively the Group’s growth and development
could have a material adverse eect on the Group’s business, financial
condition and results of operations. There is no certainty that all or,
indeed, any of the elements of the Group’s current strategy will develop
as anticipated.
The Company is following sound project management
processes for taking a discovery into mineral resource
and reserve by using established methods of evaluation
including economic analysis. This is carried out using
several dierent levels of studies to evaluate various
options and assess the best option for SolGold to take
into development and production. This is carried out
by using a dedicated team and recognised consultants
including subject matter experts.
This risk remained constant during the current year.
RISK MANAGEMENT
CONTINUED
26 SOLGOLD PLC ANNUAL REPORT 2023
Risk: Funding
KPIs:
5 63
Trend:
DESCRIPTION KEY MITIGATORS
The exploration, evaluation and development of the Group’s projects
will require substantial additional financing above and beyond
the Group’s current liquid funds. Current global capital market
conditions have been subject to significant volatility, and access to
equity and debt financing, particularly for resource companies, has
been negatively impacted in recent years. The war in Ukraine, the
increasingly hawkish tilt of Western central banks and the arrival of
inflation more generally have injected additional risk into the global
capital markets, with most indices lower for the year.
These factors may impact the Group’s ability to obtain equity or debt
financing in the future. Additional financing may not be available, or if
available, the terms of such financing may be unfavourable compared
to earlier capital raises. Failure to obtain sucient financing may result
in the delay or indefinite postponement of exploration activities and
the development of the Group’s projects.
The management team regularly meets with
shareholders, financiers and other capital market
stakeholders to discuss the availability and costs of
various types of financing with the aim of gauging
their support. It is management’s view that high quality
exploration projects should always be capable of
beingfinanced.
This risk increased during the current year. Please refer to
Note 1 of the Financial Statements.
Risk: Financial Reporting and Control
KPIs:
65
Trend:
DESCRIPTION KEY MITIGATORS
SolGold’s aspiration is to have a corporate culture that is designed
to encourage transparency and professionalism, protect our
shareholders’ funds and inspire confidence in our workforce. It is
crucial that the Group maintains high ethical standards and there is
no tolerance of fraud, bribery, any form of corruption or unethical
activity. Internal control over financial reporting may not always
prevent or detect misstatements.
SolGold continues to strengthen its internal financial capabilities and
internal controls addressing numerous deficiencies that have been
identified in prior years.
SolGold will continue to take steps to improve its control,
governance and risk management environment and
processes. These steps include increasing the resources
and improving the capabilities of senior management and
the Finance function. Ongoing actions include:
• Restructuring the Corporate and Local Finance
organisations and hiring several roles locally that
will help strengthen our processes and improve our
control culture.
• Improvement and tightening of payment controls,
enhancing controls and improving procure-to-pay
processes.
• Annual sign-o of key governance policies by Board
and Management, including:
– Code of Conduct
– Whistleblower Policy
– Anti-Bribery and Corruption Policy
– Code of Conduct
– Securities Dealing Policy
As found on the Company's website under:
https://solgold.com.au/about-us/corporate-governance/
This risk has reduced during the current period reflecting
the Group’s strengthened internal financial capabilities
and internal control framework.
Zero harm
Strengthen balance sheet
Deliver results of the updated Pre-Feasibility Study
Advance permitting required for Cascabel
Engagement with Stakeholders
Maximize value of Extensive Portfolio of Mineral Exploration Assets
KPIs:
ConstantIncreased
Trend:
Reduced
1
2
3
4
6
5
STRATEGIC REPORT
27SOLGOLD PLC ANNUAL REPORT 2023
Risk: Mineral Reserve and Resource Estimates
KPIs:
53
Trend:
DESCRIPTION KEY MITIGATORS
Mineral Reserve and Mineral Resource figures are estimates, and there
is a risk that the estimated Mineral Resources and Mineral Reserves will
not be realised. The quantity of Mineral Resources and Mineral Reserves
may vary depending on, among other things, metal prices. Any material
changes in the quantity of Mineral Resources, Mineral Reserves or the
amount of the Mineral Reserves that are mined, and metal recoveries
achieved in production may aect the economic viability of any project.
Mineral Resources that are not Mineral Reserves have not demonstrated
economic viability, and there is a risk that they will never be mined
or processed profitably. Further, there is a risk that Inferred Mineral
Resources will not be upgraded to proven and probable Mineral
Reserves as a result of continued exploration.
Fluctuations in gold prices, results of drilling, metallurgical testing
and preparation and the evaluation of studies, reports and plans
subsequent to the date of any estimate may require revision of such
estimate. Any material reductions in estimates of Mineral Reserves
could have a material adverse eect on SolGold’s results of operations
and financial condition.
Key elements that mitigate the impact to the Company
and investors are experienced and qualified personnel
and advisors, applying industry standards, conducting
independent review and continuous disclosure (including
sensitivity analysis of key factors).
SolGold employs experienced and qualified personnel
to manage exploration programmes using practices and
techniques that are accepted in industry or substantiated
with appropriate analyses to validate new techniques.
Quality checks and validation of results occur across the
data collection, interpretation, modelling, estimation and
classification process.
Results are reported progressively in-line with continuous
disclosure obligations to ensure the market is informed
of how projects advance. Further, qualified persons
(independent qualified persons in the case of NI 43-101
Technical Reports) validate the information, processes
and conclusions as part of the reporting process.
This risk remained constant during the current year.
Risk: General Exploration and Extraction
KPIs:
5
Trend:
DESCRIPTION KEY MITIGATORS
Exploration activities are speculative, time-consuming and can be
unproductive. In addition, these activities often require substantial
expenditure to establish Reserves and Resources through drilling
and metallurgical and other testing, determine appropriate recovery
processes to extract copper and gold from the ore and construct
mining and processing facilities. Once deposits are discovered it can
take several years to determine whether Reserves and Resources exist.
During this time, the economic viability of production may change. As a
result of these uncertainties, the exploration programmes in which the
Group is engaged may not result in new Reserves.
The Group uses modern geophysical and geochemical
exploration and surveying techniques. The Group
employs a world-class team of geologists with
considerable regional expertise and experience. They are
supported by a network of fully accredited laboratories
capable of performing a range of assay work to high
standards. Group Mineral Resource and Ore Reserve
estimates are prepared by a team of qualified specialists
following guidelines of NI 43-101, which is one of the
most recognised reporting codes for Latin America and
TSX-listed companies. Mineral Resource and Ore Reserve
estimates are prepared by independent consultants.
This risk remained constant during the current year.
Risk: Climate
KPIs:
1
Trend:
DESCRIPTION KEY MITIGATORS
Climate risks for the business is an emerging risk as our current
operations do not have a significant impact on the climate and vice
versa. As the Company develops the Cascabel Project, considerations
will need to be given to potential climate change on the business,
particularly in respect to hydroelectric power and flooding events.
No specific mitigation activities have been undertaken in
respect to this risk during the year.
This risk remained constant during the current year.
RISK MANAGEMENT
CONTINUED
Zero harm
Strengthen balance sheet
Deliver results of the updated Pre-Feasibility Study
Advance permitting required for Cascabel
Engagement with Stakeholders
Maximize value of Extensive Portfolio of Mineral Exploration Assets
KPIs:
ConstantIncreased
Trend:
Reduced
1
2
3
4
6
5
28 SOLGOLD PLC ANNUAL REPORT 2023
VIABILITY STATEMENT
To address the requirements of provision 31 of the 2018 UK
Corporate Governance Code, the Directors have assessed the
prospects of the Group over a minimum of two years. This
period aligns with the Group’s expected timeline for a final
investment decision, completing project early works, securing
project funding, execution of an Investment Protection
Agreement and the gaining of all necessary licences and
permits associated with the Cascabel project, as further
outlined below.
The Group will consider extending the assessment period
as the Cascabel project advances towards its construction
decision, to cover the full construction and ramp-up period,
considering specific challenges arising from long-leadprojects.
Mining is a long-term business and timescales can run into
decades as demonstrated by the Cascabel PFS initial life
of mine estimated at 26 years. When taking account of
the impact of the Group’s current position on this viability
assessment, the Board considers:
• material political events globally, particularly in Ecuador
• the Group’s financial forecast and resulting cash positions
• the potential state of equity and debt capital markets in
light of available sources of funding and scenarios that
impact these funding solutions
• macro-economic developments and possible impacts on
relevant commodity prices
• a prolonged downturn in the price of copper and gold
• the labour market relevant for a successful project
execution, in particular factors that could prevent
the Group from attracting and/or retaining executive
leadership talent
• actions at the Group’s disposal to mitigate the adverse
impacts of any of the above
The Group’s viability assessment is focused on SolGold’s
existing asset base and factors in the most likely development
projects. This is considered appropriate for an assessment
of SolGold’s ability to fund its activities and manage the
potential impact of the factors above. As a result of given
uncertainties, the Group regularly assesses its strategy,
updates its financial rolling forecasts, monitors the state of
relevant capital markets and runs various financial scenarios
for the period over which the Group assesses its prospects
and viability. Management reviews cash flow forecasts on a
monthly basis and updates from time to time to account for
changes in plan, as required.
As outlined in Note 1 to the financial statements, in assessing
going concern, management has prepared a base case and
a severe but plausible scenario based on future cash flow
forecasts. Under the base case scenario, the Group would
have sucient funds through mid 2024 without applying
any mitigating actions. Additional mitigating actions would
include further reductions to headcount and overhead costs.
Additionally, the Company continues to explore various
traditional and non-traditional sources of finance and liquidity.
Given the Company’s significant recent restructuring, and the
Group’s successful history of raising significant amounts from
the sale of net smelter return royalties, there is reasonable
basis to believe Cascabel will continue to generate investment
interest at prevailing market terms.
The Group had cash on hand of US$32.5 million and net
current assets of US$27.7 million as at 30 June 2023 (2022:
US$21.0 million, US$23.4 million). The Group continuously
monitors capital markets, and the Board regularly considers
various forms of financing available to SolGold as the Group
will need to secure further funding to meet its exploration
and working capital commitments. The Group has a proven
ability to successfully execute equity and other financings as
demonstrated by the equity placings and royalty agreement
completed in the 2023 financial year totalling approximately
US$86 million in gross proceeds. Accordingly, the Directors
have a reasonable expectation that the Group will be able to
raise funds when necessary.
As SolGold progresses through the transition from explorer to
developer with the advancement of the Cascabel project, the
Directors will consider appropriate funding options available
to the Group through the phases of development. Namely: (1)
funding through to project execution and early works in 2024;
and (2) project execution from 2025. The progress towards
delivery of key project milestones including the Investment
Protection Agreement and permitting will de-risk the Cascabel
project and expand SolGold’s potential funding options across
the three phases of development. These could include copper
concentrate otakes, potential opportunities with strategic
partners, project finance and Export Credit Agencies (“ECA”),
streaming, and equity raises, among otheroptions.
The Group has no debt due in the coming two years and has
strongly focused its viability assessment on potential sources
of funding and on-going cost savings to support the Group’s
strategy to progress the development of the Cascabel project
and advance its exploration programme towards additional
potential mineral discoveries. Based on their assessment of
the Group’s prospects and viability, the Directors confirm
that they have a reasonable expectation that the Group will
be able to continue in operation over the two-year period of
theirassessment.
STRATEGIC REPORT
29SOLGOLD PLC ANNUAL REPORT 2023
Section 172 statement
In accordance with the provisions outlined in Section 172 of the Companies Act 2006 (referred to as the "Act"), the Board of
Directors at SolGold is committed to considering the interests of all our stakeholders when formulating strategic decisions and
charting the course of the Group's strategy and objectives. This deliberate approach, rooted in a comprehensive understanding
of our stakeholders, empowers the Board to meticulously evaluate the potential enduring implications of strategic choices on
our diverse stakeholder groups.
The Board of Directors of SolGold plc upholds an unwavering commitment to act with the utmost integrity and to drive the
prosperity of the Company, benefiting not only our esteemed shareholders but also embracing the broader welfare of our
stakeholders.
We hold a deep appreciation for the enduring ramifications of our choices and are cognizant of the imperative to nurture
robust aliations with every stakeholder, including our dedicated employees, invaluable community partners, and the
environment we inhabit. An integral aspect of our mission revolves around minimizing our ecological impact, signifying a
pivotal cornerstone of our operations.
Contained within the Strategic Report of this Annual Report, the Company elaborates on its near to long-term strategic
priorities, accompanied by a delineation of the strategies in place to ensure their realization. Throughout the expanse of this
Annual Report, we have thoughtfully demonstrated how the tenets of section 172 have been diligently integrated into our
activities over the past year, elucidating our concerted engagement with pivotal stakeholder segments.
Integral to the Company's decision-making protocol, the Board and its Committees systematically evaluate the potential
reverberations of decisions on pertinent stakeholders. SolGold plc sustains an ongoing rapport with a spectrum of stakeholders
that significantly underpin our achievements. This spectrum encompasses equity investors, debt and alternative finance
providers, the dedicated workforce, governmental entities, the local community, and our valued suppliers. Our steadfast
endeavor is to attain an optimal equilibrium between interactive engagement and ecacious communication. In addition, we
judiciously navigate the parameters governing the disclosure of information, ensuring that we strike a balance between fostering
transparency and safeguarding the confidentiality of market-sensitive or commercially classified data. We present a delineation of
our principal stakeholder groups and elaborate on the measures through which we have fostered connections with them.
INVESTORS
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• In this phase, our attention remains keenly focused on
acknowledging the pivotal role that our shareholders play in
driving our ongoing growth trajectory.
• As we navigate the dynamic landscape, we are acutely aware
of the crucial support and collaboration stemming from our
investor community.
• Positioned in the investment phase, actively unlocking the
potential of our projects, our shareholders stand as linchpins
in advancing the strategic aspirations of our Company.
• Anchored by our resolute commitment to establishing a
robust foundation for sustainable mining operations, we
are resolutely building and nurturing an investor base that
seamlessly aligns with our future-forward vision.
• This symbiotic partnership, established even before the
dawn of revenue generation, continues to underscore our
unwavering dedication to enduring success.
• Throughout the year, our paramount focus has centered on
propelling the Alpala project into its development phase
including de-risking the project, all while fostering deep
engagement with both existing stakeholders and new
potential investors.
• Our engagement initiatives consistently revolve around
discussions pertaining to strategy, governance, project
advancements, and performance.
• Notably, during the financial year concluded on 30 June
2023, the CEO, CFO, and other members of the senior
management team engaged with a tally of over 600 investors
(primarily through web forums). This marks a substantial
increase from the preceding year's interactions, which
numbered over 350.
• To extend our reach and inclusivity, the CEO conducted
live presentations through digital platforms such as
InvestorMeetCompany and 6ix.com. These insightful
presentations were open to all investors and interested
parties, fostering an environment of accessibility. Attendees
also enjoyed the privilege of engaging in interactive question
and answer sessions during these web-based presentations.
• The aftermath of these meetings spurs passionate
conversations at our Board meetings, where active feedback
garnered from stakeholders plays a pivotal role in shaping
our strategies.
ENGAGING WITH OUR STAKEHOLDERS
30 SOLGOLD PLC ANNUAL REPORT 2023
INVESTORS CONTINUED
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• In concert with our abiding commitment to generating
sustainable long-term value, we have diligently curated a
portfolio of significant projects, including a pipeline of 90
concessions in Ecuador—a nation brimming with untapped
mining opportunities.
• The expectations of our shareholders, driving us toward
continuous value creation, necessitate the upholding
of rigorous governance standards, comprehensive risk
management, and unwavering operational excellence.
• This multifaceted approach reflects our dedication to
not only meeting their aspirations but also catalyzing the
momentum of our ongoing growth narrative.
• Throughout the year, the Board actively consulted with an
array of corporate and institutional shareholders, delving
into an expansive gamut of pertinent matters. This inclusive
approach not only informs decision-making but also propels
our unwavering commitment to attaining compliance with
the UK Corporate Governance Code.
• A vivid illustration of our engagement impact can be found
within our Strategic Report, where we underscore the pivotal
role of copper in the energy transition, coupled with the
enduring allure of gold as a store of wealth. In our one-
on-one interactions with investors, we diligently educate
them on the attractiveness of our forthcoming copper-gold
concentrate.
• To enhance the interactive aspect of our Annual General
Meeting, we are diligently incorporating investor feedback to
elevate this crucial event to new levels of engagement.
• Demonstrating our dedication to transparency, we frequently
update both our Company presentation and website,
ensuring investors remain abreast of the latest developments.
• Our commitment to seamless communication is further
bolstered by the regular dissemination of news and project
updates, in addition to the dissemination of valuable material
through prominent social media channels, including LinkedIn,
X (@SolGold), and YouTube. Views of SolGold’s presentations
over various platforms totalled more than 6,000 in 2023.
EMPLOYEES
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• Our employees are our most important asset and are critical
to our long-term success. We believe that their involvement
depends on ensuring a positive and rewarding environment
where they feel respected and safe.
• In the financial year ended 30 June 2023 the Group
employed 371 people across Ecuador, Canada, the United
States of America and the United Kingdom. 99% of our
employees are based in Ecuador and the Directors consider
workforce issues holistically for the Group as a whole.
• We have an open line of communication between employees,
senior management and the Board of Directors.
• We hold weekly meetings with sta to provide updates on
the projects and ongoing business objectives.
• Most employees are covered by yearly performance reviews
and, where relevant, have KPIs linked to their short-term
incentive scheme.
• The physical and mental health of our employees is a key
focus for us. We provide psychological support to our
employees with a professional available at our camps. We
have a dedicated Ecuador HR function and in the last year
have ensured that there is a feedback and grievance process
in place across Ecuador for our sta, supported by various
Group policies.
• Supporting our growing employee development programme,
we hold monthly induction courses for all new sta.
• We provide support through grievance mechanisms and
a whistleblowing policy which provides our employees,
suppliers and contractors the opportunity to anonymously
report any incidents that they feel have violated the Code of
Conduct, internal policies or the law.
• We are working towards a more diverse workforce. As at
30 June 2023, 17% of the workforce in Ecuador was female.
Equally, at a leadership level we are also working towards
improving diversity with 17% of Board members being
women as at 30 June 2023.
STRATEGIC REPORT
31SOLGOLD PLC ANNUAL REPORT 2023
GOVERNMENT
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• Central to our ethos is the aspiration to establish a
sustainable mining enterprise that resonates positively
with all Ecuadorians and fosters an enduring, inclusive
mining industry, thereby reaping mutual benefits for
everystakeholder.
• The trajectory of our operations within Ecuador entails close
management of our licence to operate, with unwavering
dedication to our key projects. This involves a comprehensive
consideration of the project lifecycle, spanning from discovery
and permitting through development and operations to the
far-reaching implications of closure andrehabilitation.
• The evolving landscape of Ecuador's socio-economic
progress and the pursuit of enhanced governance over
natural resources, including engagement with initiatives
like the Extractive Industries Transparency Initiative (EITI),
underscore the significance of our role. We are acutely aware
of our potential to contribute international expertise that
substantially bolsters the nation's aspirations for heightened
accountability and transparency in the domain of resource
development. Our collaboration stands as a testament to our
commitment to shared ambitions and the responsible growth
of the industry.
• SolGold has maintained robust government engagement,
reflecting the Company's proactive stance in navigating the
evolving landscape of Ecuador's mining sector.
• Our eorts continue to foster productive relations with
various government bodies, reflecting our commitment to
open dialogue and cooperative progress.
• SolGold was engaged in pivotal negotiations with the
government of Ecuador for a comprehensive term sheet
agreement for the Cascabel project.
• Upholding our non-partisan stance, we continue to actively
engage with government stakeholders regardless of political
aliations, fostering an environment of collaboration and
shared goals.
• Our interactions extend to various levels of government in
Quito and encompass agencies across provinces, including
Imbabura, demonstrating our commitment to fostering local
cooperation and understanding.
• We are deeply engaged in discussions with the Ecuadorian
government, particularly concerning matters tied to
the Cascabel project and the infrastructure outlined in
the Preliminary Feasibility Study (PFS) necessary for its
advancement. Notably, these high-level dialogues have
garnered government cooperation, underscoring the
significance of our collaboration.
COMMUNITIES
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• Central to our core values is the establishment of robust trust
and meaningful partnerships with the communities we work
alongside, underpinning both our operational approach and
local impact. Our dedicated team of professionals is wholly
committed to facilitating face-to-face community interactions
across all our projects.
• Recognizing the intrinsic value of community engagement,
we understand that such interactions significantly enrich
our decision-making processes and uphold the collective
interests of SolGold and its diverse stakeholders. Cementing
the community's trust serves as a cornerstone that enhances
our ability to address potential concerns and navigate them
eectively. It also contributes to a harmonious alignment of
our strategies with the community's expectations.
• Our developmental focus has been directed towards Ecuador,
driven by our unwavering commitment to fostering a national
mining industry. This commitment reflects our eagerness to
play a pivotal role in nurturing an emerging sector that holds
transformative potential for the entire nation.
• Our commitment to community engagement is exemplified
through our consistent interactions, occurring at least weekly,
aimed at nurturing sustainable initiatives that resonate
with the communities we operate within. Particularly
for the Cascabel project, we maintain an open dialogue
encompassing the Provincial Government, the Municipal
Government of Ibarra, the parish governments of Lita and La
Carolina, and influential community leaders. These dialogues
focus on fostering holistic project development.
• Information sessions, conducted as an ongoing initiative,
serve as a crucial platform for communities within the
immediate influence area. These sessions foster coordination
of local activities, while significantly enhancing our social
presence. They also serve as a conduit for identifying
evolving concerns, thereby nurturing a culture of trust. A
meticulous mapping eort covers communities within both
our direct and indirect zones of influence, along with external
interest groups.
ENGAGING WITH OUR STAKEHOLDERS
CONTINUED
32 SOLGOLD PLC ANNUAL REPORT 2023
COMMUNITIES CONTINUED
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• In the vicinity of our flagship Cascabel Project, the
communities within its sphere of influence actively contribute
as employees and integral participants in our supply chain.
This symbiotic relationship is pivotal to the project's vitality
and success.
• As Ecuador's enduring partner, our engagement spans
across local and indigenous communities enveloping all
areas impacted by our projects. We steadfastly adhere to
international treaties and Ecuadorian law, ensuring that
our discussions pertaining to permitting and developments
resonate harmoniously with the legal framework and the
aspirations of the communities we serve.
• Our collaborations extend to partnerships with local
and national universities across Ecuador, amplifying our
commitment to education and regional development. These
partnerships extend to initiatives fostering environmental
stewardship and responsible mining practices, thereby
nurturing a culture of shared progress.
• Throughout the year, we have prioritized engagement with
local communities through direct involvement with local
businesses, such as bakeries, coee plantations, chicken
farms, plant nurseries, hardware stores, and more. This active
participation helps us gain insights into the aspirations for
heightened local economic activity, thereby fostering mutual
growth. A well-defined local grievance mechanism ensures
that we are responsive to community claims and complaints.
This mechanism maintains a transparent process where all
claims and complaints are logged, and formal resolutions are
provided in writing, adhering to a process respected by both
parties involved.
SUPPLIERS
WHY THEY MATTER TO US HOW WE HAVE ENGAGED WITH THEM
• At the core of our operational framework lies the
establishment of enduring partnerships that seamlessly
augment our in-house proficiency. We remain acutely
aware of the benefit that steams from fostering steadfast
relationships with our trusted suppliers.
• Our evolution from being solely an exploration enterprise
to one engaged in project development underscores the
pivotal significance of our supplier partners. They stand as
linchpins that ensure we cultivate a business of the highest
standards, underpinned by sustainability. The journey towards
project construction and operations necessitates critical
new resources that our supplier alliances play a key role in
providing. This symbiotic collaboration is instrumental in
propelling our ventures towards success.
• Our steadfast commitment to community growth is evident
through our endeavors to engage local vendors on smaller
scales, empowering them to oversee essential Company
initiatives and requisite services.
• The close collaboration between our management team
and consultants remains an integral facet of our operations.
This partnership is instrumental in fulfilling the deliverables
associated with the comprehensive Cascabel project studies,
marking a crucial step in our journey.
• Our pledge towards responsible resource management
is evident in the meticulous procedures and practices we
implement. This spans the judicious use of water, energy,
and other vital resources. In our pursuit of excellence, we
consistently conduct training sessions that ensure our
Company standards are upheld across the board and seek
out suppliers with similar values and standards.
• Upholding our commitment to integrity, we have established
an Anti-Bribery policy, which is currently undergoing a review
process. Once finalized, this policy will be made available to
the public on our Company's website. This principled stance
against bribery and corruption is thoroughly addressed
during employee induction and training sessions, ensuring
that all sta members and site visitors are well-versed in our
expectations. Going forward, SolGold remains dedicated to
fostering the significance of this policy across our supplier
network, thereby bolstering a culture of ethical conduct.
STRATEGIC REPORT
33SOLGOLD PLC ANNUAL REPORT 2023
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
This Sustainability Report aims to highlight how
sustainability is embedded within our operations and to
provide details of our sustainability performance over
the period 1 July 2022 to 30 June 2023. The Report also
contains our climate-related financial disclosures consistent
with the Task Force on Climate-Related Financial Disclosures
(TCFD) Recommendations and Recommended Disclosures.
Through our exploration, discovery and development of copper
and gold deposits in Ecuador, we work in close proximity to
local communities and in some of the world’s most significant
natural environments. Our sustainability approach is rooted
in a deep understanding of the potential environmental and
socio-economic impacts of our activities, and our commitment
to respecting and protecting our natural resources and
communities. The core pillars of this approach are:
We demonstrate our commitment to operating sustainably through our set of UN-aligned goals which we have developed
with reference to ten fundamental principles across the areas of human rights, labour, environment and anti-corruption that
we have committed to as a signatory of the UN Global Compact. These goals are integrated through our operations, strategy
and culture enabling us to drive sustainable innovations and adapt to evolving global sustainability challenges.
THE ENVIRONMENT
INJURY AND INCIDENT
FREE WORKPLACE
PROACTIVE CONTRIBUTION
TO LOCAL COMMUNITIES
EQUAL OPPORTUNITIES FOR
ALL EMPLOYEES
REHABILITATION AND
REFORESTATION OF LAND
PROACTIVE CONTRIBUTION
TO LOCAL COMMUNITIES
RESPONSIBLE USE OF ENERGY,
WATER AND WASTE
OUR PEOPLE HEALTH & SAFETY OUR COMMUNITIES
Our core pillars:
Our commitments:
Sustainability is
embedded in our
operations
34 SOLGOLD PLC ANNUAL REPORT 2023
Our climate related financial disclosures
As a mineral exploration and development company, we
understand the critical role we will play in the world’s
transition to a lower carbon economy and are aware of
the opportunities that arise for us in this position. We also
understand the impacts and risks that are present in this
transition, as well as the potential and actual impacts that our
operations and climate change have on our environment, our
people and our communities.
To ensure that we are transparently reporting the impacts
of climate change on our operations and how we are
responding, we have applied the recommendations of the
Task Force on Climate-Related Financial Disclosures as is
required for all UK listed companies. This is the first time we
have prepared specific TCFD disclosures, and this section of
the report provides an overview of the existing governance
of climate-related risks and opportunities at SolGold and
the impacts of those on our business. We also outline our
existing and planned processes for the management and
mitigation of risks and opportunities, the strategies, and the
metrics and targets for the ongoing management of climate-
related risks and opportunities.
With further international requirements having been released
for sustainability and climate-related disclosures in 2023,
we are striving to continuously improve our systems and
processes related to the ongoing management of climate-
related risks and opportunities to in turn improve our climate-
related disclosures in future years. We expect our strategies
for the management of climate-related risks and opportunities
to evolve and adapt based on dierences in our operations in
the years to come.
Governance
Governance of climate-related risks and
opportunities
As a result of the major impacts of climate change on the
mining industry and our core business, climate-related risks
and opportunities are overseen at Board-level and managed
by our Management team.
The Board's Oversight
The Board of Directors are ultimately responsible for the
oversight of climate-related risks and opportunities impacting
SolGold, however, the Board delegates the management of
climate-related risks and opportunities to the ESG Committee
(formerly the Health, Safety, Environment and Community
(HSEC) Committee).
The ESG Committee at SolGold plays an important role in
incorporating climate considerations into SolGold’s strategic
and operational decisions. Its primary function is to provide
oversight on the policies and initiatives related to the
environment, health, safety, community engagement, and
governance, including those related to climate change. The
specific responsibilities assigned to the ESG Committee on
climate-related matters include identifying and assessing
climate-related risks that could impact SolGold's operations
or financial performance. This involves monitoring emerging
risks associated with climate change and advising the Board
on appropriate risk management strategies. The Committee
also monitors progress in achieving its climate-related goals,
providing quarterly reports to the Board on climate-related
and other ESG matters. In the event that major operational
changes or incidents occur the ESG Committee develops
strategies for climate change mitigation and provides
guidance on the transition to low-carbon technologies, ways
to improve energy eciency, and investigates renewable
energy opportunities.
Management’s Role
To assist the Board and ESG Committee in the ongoing
management of climate-related risks and opportunities,
SolGold has considered ESG more broadly in terms of the
assessment of our CEO’s performance. These programmes
are designed to improve overarching ESG and sustainability
performance with climate-related considerations in mind.
Management will also have a vital role with respect to
the comprehensive climate risk assessment process that
is planned to be conducted in the future. They will be
responsible for identifying, evaluating and developing
management strategies for risks, and the ongoing
management and monitoring of risks and the implementation
of response/management strategies to the extent of its
strategic exploration activities.
Our Next Steps
Eorts and actions to be implemented to enhance the
governance of climate-related risks and opportunities within
our business include:
• Making improvements to the framework for the
management of climate-related risks and opportunities
including amending the roles and responsibilities for the
Committee and their reporting processes; and
• Building capacity and capability of the ESG Committee
through additional training and support surrounding the
assessment of climate-related risks and opportunities and
requirements under international and national reporting
climate and sustainability-related reporting frameworks
asthey are released.
STRATEGIC REPORT
35SOLGOLD PLC ANNUAL REPORT 2023
Strategy
Climate-Related Risks and Opportunities
SolGold recognises that as a copper-gold mining company, we are exposed to various climate-related risks which have
the potential to impact our operations, assets, and business model. Whilst our current strategy focuses on the preliminary
exploration of copper and gold, we have lesser impacts to our surrounding environments and are exposed to dierent risks
than if we were conducting full mining operations; however we recognise that there are future implications that climate-related
risks and opportunities may have on our strategy and operations.
Based on the nature of the industry, our current business activities and our locations, in addition to regulatory and policy
landscapes globally as they relate to climate change, we have considered that there are key physical and transition risks to
which we will be exposed over the short, medium and long-term, but also that there are opportunities that arise out of the
transition to a low-carbon world. As such, we have identified the following climate-related risks and opportunities which we
foresee may become material to SolGold in the future.
Climate-Related Risks Climate-Related Opportunities
Short-term
(1 – 3 years)
• Risks associated with extreme weather
events and natural disasters
• Risks arising out of regulatory changes
& requirements
• Energy eciency improvements
• Use of renewable energy
• Market opportunities associated with
changing customer demands and
regulatory changes
Medium-term
(3 – 10 years)
• Risks arising from future climate policy
changes
• Risks associated with investor expectations
• Risks arising from longer term and chronic
climate change impacts (water stress, rising
sea levels, sustained higher temperatures)
• Utilisation and investment in lower-carbon
technologies
• Continued changes in customer preferences
in a shift to renewable energy, adoption
of electric vehicles, and demand on
manufactures for sustainably sourced
rawmaterials
Long-term
(10+ years)
• Risks associated with investor expectations
• Risks arising from long term chronic climate
change impacts (water stress, rising sea levels,
sustained higher temperatures)
• Development of strategic partnerships and
innovating projects in sustainable mining
practices
Impacts on our Business, Strategy & Financial Planning (including consideration of transition scenarios)
To meet the needs of our investors, the market and other stakeholders, we intend to disclose more detailed information on
the climate-related risks and opportunities that are material to our business in future periods. We understand the need for
us to fully consider and assess the impacts of our material risks on our strategy, operations, and financial planning. To build
on the higher-level risks and opportunities noted and provide more in-depth descriptions and impacts, we plan to conduct a
comprehensive climate-risk identification process. In doing so, we are seeking to establish a process that will be embedded
as part of our broader risk management framework to ensure the ongoing identification, assessment and management of
climate-related risks and opportunities.
To date, we have considered the impacts of risks associated with changing regulatory requirements and policy changes to
assist with the transition to a low carbon economy on our business. Examples being:
• Failure to comply with environmental regulations could impact SolGold’s ability to exercise its exploration rights
and continue its operations, including receiving damages for non-compliance, clean-up costs or penalties for
environmentaldischarges.
• Based on an Accelerated Energy Transition (AET), the demand for copper will increase due to the economic recovery
focused on green end-use sectors, and SolGold is well-positioned to capitalise on the projected increase in demand.
• Leveraging new technological innovations, SolGold can use low-cost hydropower, low energy intensive block cave
miningtechnology and fully electric mining fleets to deliver low carbon footprint projects.
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
36 SOLGOLD PLC ANNUAL REPORT 2023
We are yet to extend our analysis to consider other climate scenarios or to assess the resilience of our strategy against the
dierent scenarios. However, we intend to conduct scenario analyses to evaluate the potential impacts of climate-related risks
on our business and financial performance, as we look to shift our business model from exploration to mine planning and
development. Climate scenario analysis will be used to assess the impacts across various climate scenarios and develop plans
accordingly. Further, SolGold intends to integrate scenario analysis (to assess the impacts of climate-related risks) into the
Climate-Related Risk Management Framework, and overall strategic and financial planning processes.
Our Next Steps
Eorts and actions to be implemented to improve how we assess the impacts of climate change and the associated risks and
opportunities on our strategy and financial performance include:
• Integration of the impacts of climate-related risks and opportunities into our strategic planning processes and using other
accepted climate scenarios to assess the resilience of our strategy.
Risk management
Our Climate-Related Risk Management Framework
SolGold has developed a Climate-Related Risk Management Framework to help identify, assess, manage and report on climate
risks and opportunities that have the potential to impact our operations, financial performance, and reputation. The framework
creates a process to guide management in making informed decisions, evaluating and responding to risks and taking
advantage of opportunities that may arise as we transition to a low-carbon economy.
Step 1: Climate Risk
Identification
Identification of potential climate-
related risks and opportunities.
This will include both physical and
transition risks arising from societal
and economic shifts toward a low-
carbon economy. A risk evaluation
is undertaken to understand the
potential impact and likelihood of
each identified
risk and opportunity.
Step 2: Integration with
Corporate Strategy
Integration of climate-related
risks and opportunities into
SolGold’s overall corporate
strategy. Strategic decisions at the
corporate level will be made with
an understanding of their potential
climate-related implications.
Step 5: Monitoring & Reporting
Monitoring and reporting progress
of implementation of strategies,
with results reported to internal
and external stakeholders.
Ongoing: Review & Update
Given the evolving nature
of climate-related risks and
opportunities, the risk management
framework is regularly reviewed
and updated to ensure that it
remains aligned with SolGold’s
commitments, current best
practices, emerging trends and to
respond to changes in the external
environment, regulatory landscape
and stakeholder expectations.
Ongoing: Continuous
Improvement
The risk management process will
be continuously improved based
on performance monitoring and
stakeholder feedback. This cycle
ensures that the process remains
eective and relevant in changing
climatic conditions and societal
expectations.
Step 3: Mitigation &
Adaption Strategies
Development of mitigation
strategies to reduce the
likelihood and/or consequences
of the risk event. For identified
opportunities, design systems to
utilise opportunities e.g., investing
in renewable energy sources
or developing more resilient
infrastructure.
Step 4: Implementation
& Execution
Implementation of the mitigation
and adaption strategies across
the organisation, including
changes to operational processes,
engagement with suppliers
and partners, or investments
in new technologies.
STRATEGIC REPORT
37SOLGOLD PLC ANNUAL REPORT 2023
Risk management continued
Our Climate-Related Risk Management Framework covers exposures from both physical and transition climate-related risks
and their respective opportunities and financial impacts. In addition, an evaluation will be carried out to understand the
potential impact and likelihood of each identified risk and opportunity. Although this framework has been developed, we have
yet to identify and assess our climate-related risks and opportunities. Following the initial climate risk identification process,
SolGold will conduct a more extensive climate-related risk and opportunity assessment and strategy development process.
Our Next Steps
Eorts and actions to be implemented to enhance the processes for identifying, assessing and managing of climate-related
risks and opportunities within our business include:
• Embedding this climate-related risk identification, assessment and management process across our business through our
existing Enterprise Risk Management processes, once the initial climate risk identification process has been completed.
Metrics and targets
Current Metrics & Targets to Assess Climate-Related Risks and Opportunities
We currently have overarching metrics in place for key ESG and sustainability data including climate change, environmental
stewardship, responsible consumption, human capital, zero harm and social opportunities in line with the UN Sustainable
Development Goals specific to our exploration activities. However, SolGold understands the need for detailed metrics and
targets to be developed to assess and manage our material climate-related risks and opportunities. As such, SolGold will look
to develop specific metrics and targets related to the material climate-related risks and opportunities identified as part of our
comprehensive climate risk identification process.
Our Emissions Profile
SolGold currently monitors its Scope 1 and Scope 2 emissions, as well as the total energy consumed and the intensity of our
consumption. We have yet to establish specific metrics and targets related to emissions reduction, however, once we have
conducted a detailed risk identification and assessment of climate-related risks and opportunities, forward-looking metrics
and targets will be developed to address our contribution to the global transition to a low-carbon economy.
Methodology
SolGold measures and calculates our GHG emissions in line with the GHG Protocol methodology to allow for aggregation
and comparability across organisations and jurisdictions, as recommended by the TCFD.
EMISSIONS SOURCES 2023 2022
Scope 1 Emissions (tCO
2
-e): Cascabel 807 2,128
Scope 2 Emissions (tCO
2
-e): Cascabel 199 52
Scope 1 Emissions (tCO
2
-e): Regional 93 824
Scope 2 Emissions (tCO
2
-e): Regional 18 10
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
38 SOLGOLD PLC ANNUAL REPORT 2023
Environment
Our exploration operations are located in some of the most naturally diverse and ecologically rich environments, and our
environmental management approach reflects this context.
GHG Emissions and Energy
As per our climate-related disclosures, SolGold has measured and calculated Scope 1 and 2 emissions based on the GHG
Protocol methodology. In 2023, energy consumption from our operations totaled 16,861.87 GJ, and our total emissions were
1,116.7 tCO
2
-e. The primary source of energy consumption and our Scope 1 emissions was from diesel used in our exploration
plant, machinery and vehicles.
With respect to our Scope 1 and 2 emissions, we have seen a decrease of 46% when compared to last year’s total emissions
which is attributable to our reduction of exploration drilling.
ENERGY SOURCE
ANNUAL ENERGY
CONSUMPTION (GJ)
Diesel 12,458
LPG 1,238
Electricity 2,641
Gasoline 525
Total 16,862
EMISSIONS SOURCE 2023 2022
Scope 1 Emissions (tCO
2
-e): Cascabel 807 1,304
Scope 1 Emissions (tCO
2
-e): Regional 93 824
Total Scope 1 Emissions (tCO
2
-e) 900 2,128
Scope 2 Emissions (tCO
2
-e): Cascabel 199 42
Scope 2 Emissions (tCO
2
-e): Regional 18 10
Total Scope 2 Emissions (tCO
2
-e) 217 52
EMISSIONS INTENSITY 2023 2022
GHG Emissions Intensity: Cascabel 0.11 0.06
GHG Emissions Intensity: Regional n/a* 0.17
GHG Emissions Intensity Unit tCO
2
-e per metre drilled
* No drilling occurred at our Regional sites in the reporting period, therefore these sites don’t have a reported emissions intensity.
As we look to respond to climate change through planned eorts to conduct a detailed climate-risk identification and
assessment, we will in turn develop strategies to manage those risks and opportunities. This aligns with our commitment to
transition towards a low-carbon economy by joining the Zero Carbon Ecuador Program ("PECC"), an initiative promoted by
the Ministry of the Environment, Water and Ecological Transition, which aims to promote active participation of the industry
to achieve the climate goals and objectives and encourage projects that conserve, restore and generate the reduction of GHG
emissions in Ecuador.
Water and Waste Management
As an exploration and development mining operation, responsible water and waste management are paramount. We are
dedicated to minimising water usage and implementing waste reduction strategies to minimise our environmental footprint
and contribute to a sustainable future.
STRATEGIC REPORT
39SOLGOLD PLC ANNUAL REPORT 2023
Environment continued
Water Management
Our approach to water management is outlined in our Environmental Policy and is guided by national environmental
regulations applicable in the countries of our operations. We aim to use water as eciently as possible to reduce usage
of this critical natural resource in our exploration operations.
To achieve these aims and comply with requirements relating to water quality, we have established specific guidelines
which are centred around treatment of drilling fluids and wastewater, water quality monitoring, suitability of products for
preparation of drilling fluids and cleaning activities at camps, water flow control at collection points and water training
programmes for our communities.
In 2023, the total water withdrawn for our activities was 29,159m
3
, and water discharge amounted to 14,716m
3
. This represents
a decrease from our water discharge and withdrawal levels when compared to 2022. Surface water was the primary source of
water withdrawal and discharge.
WATER WITHDRAWN (M) 2023 2022
Surface Water 29,032 30,690
Groundwater 0 0
Seawater 0 0
Produced Water 0 0
Third-party Water (bottled
water for human consumption) 127 150
Total Water Withdrawn (m) 29,159 30,840
WATER DISCHARGE (M) 2023 2022
Surface Water 14,716 17,420
Groundwater 0 0
Seawater 0 0
Produced Water (water reused as part of the recirculation process) 6 0
Third-party Water 0 0
Total Water Discharge (m) 14,722 17,420
Waste Management
We prioritise responsible waste management, through recycling, waste reduction and responsible disposal practices.
Distinguishing between hazardous and non-hazardous waste ensures our waste is appropriately managed throughout its entire
lifecycle, with the aim of bringing zero hazardous waste to landfill. Our overall commitment to responsible waste management
is outlined within our Waste Minimisation Plan.
In our eorts to reduce waste in our managed operations, in 2023 we recycled and reused a total of 15,475kg of hazardous
waste and diverted a total of 6,457kg of non-hazardous waste from landfill. All hazardous and non-hazardous waste that is
recycled is done so by a third party accredited by the Ministry of the Environment of Ecuador. Organic waste generated is
processed on-site for transformation into compost.
WASTE CATEGORY
AMOUNT OF WASTE GENERATED AND SENT TO LANDFILL
2023 2022 UNIT
Non-Hazardous Waste 16,615 50,540 kg
Hazardous Waste 0 0 kg
Process Waste N/A N/A N/A
WASTE CATEGORY
AMOUNT OF WASTE GENERATED AND RECYCLED/REUSED
2023 2022 UNIT
Non-Hazardous Waste 6,457 50,540 kg
Hazardous Waste 15,475 4,800 kg
Process Waste 13,786 N/A N/A
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
40 SOLGOLD PLC ANNUAL REPORT 2023
Biodiversity and Landscape Restoration
Our exploration activities are located in Ecuador, in some of the world’s most biologically rich and ecologically significant
regions in the world. We understand the importance of protecting and enhancing the ecosystems and landscapes in which we
operate. Through responsible mining practices, we have a unique opportunity to drive the restoration and rehabilitation of the
ecosystems in these areas, to ensure we leave a positive legacy for our environment and community.
Restoration
Our environmental surveys are conducted to identify and understand the ecological makeup of the regions where we conduct
our activities. We use the International Union for Nature Conservation (IUCN) to identify Red List species of flora and fauna
present in these areas. We conduct surveys on new and existing exploration projects, to actively monitor and mitigate impacts
to ecosystems and threatened species.
IUCN RED LIST SPECIES NAME
NUMBER OF SPECIES REGISTERED IN
BIOTIC STUDIES AND MONITORING
NUMBER OF SPECIES IN IUCN RED LIST
SPECIES VULNERABILITY CATEGORIES
Flora 18
Almost threatened 0
Vulnerable 8
Endangered 8
Critically endangered 2
Mammals 2
Almost threatened 0
Vulnerable 1
Endangered 1
Critically endangered 0
Birds 5
Almost threatened 0
Vulnerable 4
Endangered 1
Critically endangered 0
Amphibian 13
Almost threatened 0
Vulnerable 6
Endangered 7
Critically endangered 0
Reptiles 6
Almost threatened 0
Vulnerable 2
Endangered 4
Critically endangered 0
Rehabilitation
Our rehabilitation eorts are focused on restoring and rehabilitating landscapes disturbed by mining to a functional state.
Our commitment and approach to rehabilitation is founded upon mitigating the long-term environmental impacts of our
exploration and drilling activities. In 2023, we rehabilitated a total of 0.51 hectares of land.
TOTAL LAND REHABILITATED 2023 2022
Area Rehabilitated (ha) 0.51 0.34
Further to our rehabilitation activities, through SolGold’s One Million Trees Programme designed to address deforestation
through the rehabilitation and reforestation of areas that have been impacted by historical agricultural activities, we planted a
total of 25,549 native plants, covering a total area of 23.01 hectares in 2023. The total number of plantings since the beginning
of the program until 30 June 2023, is now 224,520 plants, with a total area of 170.50 hectares.
STRATEGIC REPORT
41SOLGOLD PLC ANNUAL REPORT 2023
Our people
At SolGold, our commitment to sustainability extends beyond environmental considerations; it encompasses the well-being
of our employees and communities. Our approach to looking after people is underpinned by our rigorous health and safety
framework, engagement with, and support of our local communities, and providing educational, health, and socioeconomic
opportunities within these communities.
Our Workforce
We understand the importance of supporting our employees and fostering a local, inclusive and diverse workplace,
empowering a range of people to contribute their unique skills and perspectives in the participation of our workforce.
To achieve this, we have been focusing on actively working towards increasing female participation in our workforce and
promoting employment for women in the broader community. At the end of the 2023 reporting period, 16.99% of our workforce
was female. Our employees also represent all age groups, to reflect the diverse communities that make up our workforce.
EMPLOYMENT TYPE MALE FEMALE OTHER TOTAL
Permanent Employees 280 55 0 335
Temporary Employees 2 0 0 2
Non-guaranteed hours employees 11 5 0 16
Total 293 60 0 353
EMPLOYMENT TYPE UNDER 30 30–50 YEARS OLD OVER 50 YEARS OLD TOTAL
Permanent Employees 67 220 48 335
Temporary Employees 0 0 2 2
Non-guaranteed hours employees 10 5 0 15
Total 77 225 50 352
Health and Safety
Safeguarding the health, safety and wellbeing of our workforce and our communities is an integral component of our
sustainability framework. A sustainable future relies not only on responsible environmental stewardship, but also on protecting
and improving human health and fostering a culture of safety. Health and safety commitments and building a skilled workforce
through targeted training and development are embedded in our core values and are a driving force behind our operations and
a key factor in our overall success.
In 2023, we are proud to announce that we had zero fatalities, and our TRIFR was 4.19 for the reporting period. This represents
a slight decrease from our 2022 TRIFR of 4.33. We are committed to continuously reviewing, revising, and implementing new
health and safety procedures to strengthen this performance, to achieve our goal of an injury and incident free workplace.
INCIDENTS 2023 2022
Number of Fatalities 0 0
Lost Time Injury (“LTI”) 2 4
Restricted Work Injury (“RWI”) 2 –
Medical Treatment Injury (“MTI”) 1 3
First Aid Injury 3 –
Hours Worked 1,191,195 1,615,430
Total Recordable Injury Frequency Rate* (“TRIFR”) 4.19 4.33
* TRIFR is the number of fatalities, lost time injuries, alternate work and other injuries requiring medical treatment.
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
42 SOLGOLD PLC ANNUAL REPORT 2023
Our Communities
We believe that building strong relationships with our communities is fundamental to creating safe, sustainable and successful
operations. An important aspect of our business is to strive to invest in and create opportunities that positively impact the
communities in which we operate. The relations we develop with our host communities are guided by our Community Relations
Policy, which focuses on understanding local communities and acknowledging and respecting their culture. In doing so, we
seek to generate mutual trust which we build upon through continuous dialogue with our communities.
SolGold invests in its local communities through various socioeconomic development initiatives and partnerships with the
aim of promoting social, economic, and environmental wellbeing of the communities. The primary areas of focus for our
investment include:
Education and training
Health care
Socioeconomic investment
Social, cultural and sporting activities in partnership with local governments of our communities
Local Procurement & Community Employment and Training Opportunities
Eorts to create positive economic impacts include procuring goods and services locally and oering or creating employment
opportunities. Where possible, we preference local businesses and the main goods and services we procure include:
• Goods: Food and beverages, hardware supplies, agricultural and livestock supplies, bedding and linens.
• Services: Transportation of personnel, transportation of parcels and waste, rental of vans, construction contractors and
construction finishes (welding, carpentry, masonry), maintenance of gardens and nurseries, community dining rooms and
bakery, accommodation, community promoters and for the lease of land for pits and platforms, roads, or facilities necessary
for the operation.
In the 2023 reporting period, we spent US$2,786,967 in our local communities which represents 16.4% of our total expenditure.
We know that providing our local community with the skills and knowledge to obtain meaningful employment either within
our own operations, within the community or more broadly is an important factor in sustainable development. Throughout
2023, we continued to provide opportunities to community members through direct job opportunities within our business as
technicians or employment at local community organisations.
2022–2023 2021–2022
Community Workers 229 395
Technicians 31 56
COMMUNITY INVESTMENT ACTIVITY
2023
US$
2022
US$
Community Grants and Sponsorship 764,365 820,265
Community Infrastructure and Services Investment
(including payment of mining easements and permits) 1,708,373 809,301
STRATEGIC REPORT
43SOLGOLD PLC ANNUAL REPORT 2023
Our people continued
Key training and employment opportunities continued during 2023, within our local communities in Ecuador and included:
• Generation of employment through the establishment of an organisation to provide garden maintenance services at the
ENSA camp;
• Generation of employment through the establishment of an organisation that provides plot maintenance services for ENSA’s
1M reforestation project;
• Ongoing employment and training of women from the communities of Santa Cecilia and Nuevo Rocafuerte through the
Cascabel Community Bakery and the Rocafuerte Community Dining Room; and
• Training of families from the communities of Getzemaní, Cachaco, Santa Cecilia, Rocafuerte and San Pedro in beekeeping
and the maintenance of apiaries and hives.
In planning for our future workforce to continue activities associated with our Cascabel Project, we are also investing in
the next generation through the provision of university scholarships through our Mi future en Cascabel Programme. This
Programme has provided 28 students with access to higher education, whereby courses have included areas across science,
technology and humanities, since commencement.
Community Engagement
We strive to promote the participation and engagement of the local community in all of our activities. We consider it of vital
importance that the community is adequately informed, consulted and involved in our business activities, and any potential
impacts they might have. Across our operations, we held 383 community meetings and events in the 2023 reporting period,
involving 6,092 members of the community. The outcomes of this consultation are to be incorporated into our environmental
and social planning and programs.
To minimise the negative impacts of our operations on our local communities, we also provide ongoing formal and informal
communication channels for members of the community to raise complaints and provide feedback. We consider it a priority
to address and resolve any grievances, to build trust, establish long-term relationships and minimise our negative impacts. Our
formal grievance mechanism for complaints, claims and requests for information is accessible to local community members
and other concerned stakeholders. During June 2022 to July 2023, we had a total of 25 registered grievances, of which 21 were
resolved in a timely manner, and four that are currently in the process of reaching a resolution.
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
44 SOLGOLD PLC ANNUAL REPORT 2023
TCFD Index
The following Index provides an overview of SolGold’s climate-related risks and opportunities disclosures, as recommended by
the Taskforce on Climate-related Financial Disclosures (TCFD), for the reporting period 1 July 2022 to 30 June 2023.
TCFD RECOMMENDED DISCLOSURES SUMMARY OF DISCLOSURE DISCLOSURE
RELEVANT SECTION
OF ANNUAL REPORT
GOVERNANCE
a) Describe the board’s
oversight of climate-
related risks and
opportunities
The Board of Directors are ultimately
responsible for the oversight of climate-
related risks and opportunities impacting
SolGold, however, the board delegates
management of climate-related risks and
opportunities to the ESG Committee.
Full Our Climate Related Financial
Disclosures – Governance
Refer to page 35
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities
SolGold’s CEO’s performance is assessed
against a scorecard with an ESG element,
which is designed to improve overarching
ESG and sustainability performance
accounting for climate-related considerations.
Management will also play a key role during
the climate risk assessment process.
Partial Our Climate Related Financial
Disclosures – Governance
Refer to page 35
STRATEGY
a) Describe the climate-
related risks and
opportunities the
organisation has identified
over the short, medium
and long term
Whilst SolGold’s current business activities
(exploration) have limited exposure to
climate-related risks, we have considered
examples of key physical and transition risks
to which we will be exposed to over short,
medium and long-term. However, we are yet
to conduct a full climate-risk identification
and assessment process.
Partial Our Climate Related Financial
Disclosures – Strategy
Refer to page 36
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning
SolGold is yet to assess the impact of
climate-related risks and opportunities
on our businesses, strategy, and financial
planning. However, a Climate-Related
Risk Framework has been developed, and
the impacts of climate-related risks and
opportunities will be determined as part of a
comprehensive climate-risk identification and
assessmentprocess.
Partial Our Climate Related Financial
Disclosures – Strategy
Refer to page 36
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration dierent
climate-related scenarios,
including a 2°C or lower
scenario
SolGold is yet to assess the resilience of our
strategy against various climate scenarios.
However, we intend to conduct scenario
analysis to evaluate the potential impacts
of climate-related risks on our business and
financial performance and to assess the
resilience of our strategy.
Omitted N/A
STRATEGIC REPORT
45SOLGOLD PLC ANNUAL REPORT 2023
SUSTAINABILITY REPORT AND TCFD DISCLOSURES
CONTINUED
TCFD RECOMMENDED DISCLOSURES SUMMARY OF DISCLOSURE DISCLOSURE
RELEVANT SECTION
OF ANNUAL REPORT
RISK MANAGEMENT
a) Describe the
organisation’s processes
for identifying and
assessing climate-
related risks
SolGold has developed a Climate-Related
Risk Management Framework to help identify,
assess, manage and report on climate risks
and opportunities.
Full Our Climate Related Financial
Disclosures – Risk Management
Refer to page 37
b) Describe the
organisation’s processes
for managing climate-
related risks
A Climate-Related Risk Management
Framework has been developed, however, we
have yet to identify and assess the specific
climate-related risks and opportunities that
are relevant to our business and operations.
SolGold plans to conduct a comprehensive
climate risk identification and assessment
process, which will guide and determine the
processes that we will employ for managing
climate-related risks.
Partial Our Climate Related Financial
Disclosures – Risk Management
Refer to page 37
c) Describe the processes for
identifying, assessing and
managing climate-related
risks are integrated into
the organisation’s overall
risk management
SolGold has yet to embed its climate-
related risk identification, assessment
and management process within our
overall enterprise risk management. Once
the initial climate risk identification and
assessment process has been completed,
we aim to integrate the Climate-Related
Risk Management Framework we have
developed into our existing Enterprise
RiskManagementprocesses.
Omitted N/A
METRICS AND DATA
a) Disclose the metrics used
by the organisation to
assess climate-related
risks and opportunities in
line with its strategy and
risk management process
SolGold has yet to establish metrics to assess
climate-related risks and opportunities,
specific metrics will be developed once
we have conducted a comprehensive
climate-related risk identification and
assessmentprocess.
Omitted Our Climate Related Financial
Disclosures – Metrics and
Targets
Refer to page 38
b) Disclose Scope 1, Scope
2 and, if appropriate,
Scope 3 greenhouse
gas emissions and the
relatedrisks
Scope 1 and Scope 2 emissions are currently
measured and reported. However, Scope
3 emissions have yet to be quantified,
and relevant assessments have not
beenconducted.
Partial Environment
Refer to page 38
c) Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
againsttargets
SolGold has yet to establish targets to
assess and manage climate-related risks
and opportunities, specific targets will
be developed once we have conducted
a comprehensive climate-related risk
identification and assessment process.
Omitted N/A
TCFD Index continued
46 SOLGOLD PLC ANNUAL REPORT 2023
This section constitutes the Company’s Non-Financial Information Statement, which was produced in compliance with Sections
414CA (1) and 414CB (1) of the Companies Act 2006. Information incorporated by cross reference.
REQUIREMENT
RELEVANT POLICIES
AND STANDARDS OUTCOMES AND ADDITIONAL INFORMATION PAGE
Environmental Matters Environmental Policy Protecting our natural environment Page 40
Employees Code of Conduct This policy outlines the governance of the conduct of our
employees, contractors and suppliers
Page 58
Bullying, Harassment
& Discrimination Policy
This policy highlights our commitment to maintaining a work
environment which ensures the respect for all individuals,
regardless of their age, race, gender or religion
Equity, Diversity &
Inclusion Policy
This policy recognises that a diverse and talented workforce
is a competitive advantage and to consider highly qualified
individuals at all stages of employment, while considering
criteria to promote diversity including race, sex, religion,
ethnic origin, and disability
Grievance, Complaints
& Disputes
Procedure for dealing with complaints, claims and requests
for information by employees and host communities
Social Matters Procurement Policy To be developed
Human Rights Code of Conduct This policy outlines the governance of the conduct of our
employees, contractors and suppliers
Page 58
Grievance, Complaints
& Disputes
Procedure for dealing with complaints, claims and requests
for information by employees and host communities
Human Rights Policy To be developed
Modern Slavery Statement To be developed
Supplier Code of Conduct To be developed
Anti-Bribery and Anti-
Corruption
Anti-Bribery and Anti-
Corruption Policy
This policy highlights our zero-tolerance approach to bribery
and corruption
Page 58
Whistle-blower Policy This policy emphasises our commitment to compliance with laws,
regulations, and the Company's own business and ethics policies
Page 58
Code of Conduct Page 58
Supplier Code of Conduct
(currently in draft)
This policy outlines the governance of the conduct of our
employees, contractors and suppliers
Description of principal risks
relating to matters above
Risk management Page 22
Description of business model Business model Page 10
We are committed to introducing a comprehensive list of policies to protect our environment, our people and our communities,
as evident in the list of policies above. We are also developing policies that focus on Human Rights, Indigenous People, and
Procurement and look forward to implementing these across our business in 2024.
The Strategic Report was authorised for issue and signed on behalf of the Directors by:
LIAM TWIGGER
Chair
28 September 2023
NON-FINANCIAL INFORMATION STATEMENT
STRATEGIC REPORT
47SOLGOLD PLC ANNUAL REPORT 2023
Leadership and Focus on
Corporate Governance
Overseeing governance at SolGold is my responsibility as
Chair and I continue to work towards the Company becoming
compliant with the U.K. Corporate Governance Code (the
“Code”). The year under review saw diculties for the Board
to progress compliance due to the loss of Independent Non-
Executives, significant turnover in the executive management
team and ensuing restructuring of the corporate function
across the organization. However, with the new executive
management team in place and our intention to appoint
new Independent Non-Executive Directors, I am sure we will
continue to progress on this front in the upcoming year.
U.K. Corporate Governance Code
Since my last review in the 2022 Annual Report, SolGold
continues to work towards compliance with the provisions of
the Code. I note that we are still on our road to compliance as
noted on pages 50 to 51.
We have comprehensively reviewed, updated, and
implemented several policies and procedures in identified
areas, in addition to our sub-committee terms of reference, on
our pathway to voluntary compliance with the Code.
It is also important to note that the Company is also subject
to various corporate laws and regulations in Canada and
Australia due to being an issuer on the TSX, and a registered
foreign corporation and tax resident in Australia.
Board Membership
During the period under review, there has been a reset
at the Board level with the resignation of Non-Executive
Directors Keith Marshall, Elodie Grant Goodey and Kevin
O’Kane from the Company and we wish them well in their
future endeavours. Following the successful acquisition
of Cornerstone Capital Resources Inc., Scott Caldwell and
Dan Vujcic joined the Board. Scott and Dan bring extensive
geological, operations, corporate and financial experience
between them.
In November 2022, Darryl Cuzzubbo departed as CEO and
as a Director. Upon Darryl’s departure Scott Caldwell took
the reigns as Interim CEO and in March 2023 was appointed
permanent CEO. Scott’s experience in South America in
developing mining companies has proven to be invaluable and
the Board is thankful that Scott is taking the lead in taking
SolGold forward.
Committees
The Board Committees have provided great input to the
Board over the course of the year and the current composition
of the Board has meant that the vast majority of the workload
is being undertaken by the Board as a whole. As we move
forward, with the addition of Scott Caldwell and Dan Vujcic to
the Board, our committees will once again be in a position to
drive forward the progress of the Company.
Conclusion
I thank all our shareholders for their ongoing support and the
members of the Board for their continued commitment to
SolGold and ensuring the future success of the Company for
the benefit of all our stakeholders and shareholders.
LIAM TWIGGER
Chair
28 September 2023
Dear Shareholders, I am pleased to present
the Corporate Governance Report for the
financial year ending 30 June 2023.
CHAIR’S INTRODUCTION
48 SOLGOLD PLC ANNUAL REPORT 2023
OVERVIEW
SHAREHOLDERS
EXECUTIVE MANAGEMENT
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
Strategy
Committee
Environment,
Social and
Governance
Committee
Board of Directors
The Board of Directors
The Board is responsible for ensuring SolGold’s long-term
success and making critical decisions.
The matters reserved for the Board are available on the
Company’s website, in the Corporate Governance Charter
https://solgold.com.au/about-us/corporate-governance/.
The Board has a schedule of matters and responsibilities
specifically reserved to itself, the main items of which include:
• CEO appointment and determination of the terms of the
appointment
• Strategy, annual budget, balance sheet management and
funding strategy
• Approval of the published financial results and other
external and regulatory reporting
• Performance assessment of Executive Directors against
its strategic goals and financial plans
• Establishment / approval / maintenance of corporate
policies, including Corporate Governance
• A lead role in the function of various Board Committees
• Determination of commitments, acquisitions, and
divestments within specified limits
• Overview of risk management initiatives and reporting
protocols
• Consideration of material contracts and transactions not
in the ordinary course of business
• Health and safety of our employees through quarterly
reporting of KPIs to the Environmental, Social, and
Governance Committee
• Monitoring investor sentiment regularly and engaging
frequently with the Group’s major shareholders
• Approval of treasury policy and significant financing
arrangements
• Approval of the allotment of equities and other financial
instruments.
Outside the formal schedule of matters reserved for
the Board, the Chair and Non-Executive Directors make
themselves available for consultation with the executive
team as often as necessary.
Major Board Decisions
• Acquisition of Cornerstone Capital Resources Inc.
• Entering into of a Net Smelter Royalty with Osisko
Gold Royalties Ltd
• Capital Raise with a new strategic investor – Jiangxi
Copper (Hong Kong) Investment Company Limited
• Termination of CEO and appointment of new CEO
• Change of Company Secretary
• Restructuring of management across the business to
focus key employees in time zones aligned with the
Cascabel Project
CORPORATE GOVERNANCE
49SOLGOLD PLC ANNUAL REPORT 2023
CORPORATE GOVERNANCE STATEMENT
SolGold is subject to the Canadian National Policy 58-201 – Corporate Governance Guidelines as a requirement of listing
on the Toronto Stock Exchange (“TSX”) and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom’s Financial Conduct Authority as a requirement of listing on the London Stock Exchange (“LSE”). We voluntarily
make a commitment to meet the standards required under the UK Corporate Governance Code 2018 ("Code").
As SolGold has a standard listing on the LSE, we are not required to comply with the Code, as per the Financial Conduct
Authority’s (“FCA”) Listing Rules. The Board has made a commitment to voluntarily meet the principles of the Code expected
of a premium listing to continue SolGold’s corporate governance and strategic goals. The Code is available to view on the
Financial Reporting Council’s website (www.frc.org.uk).
The Code gives SolGold a chance to report against a list of principles and provisions to our stakeholders to illustrate our
improvements and compliance within our governance structures and implementation. SolGold is eligible for exemption from
the FCA’s requirements relating to corporate governance disclosures, however the Directors have decided to provide such
disclosures which are set out below.
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE 2018
As a Company with a standard listing on the London Stock Exchange, SolGold plc is not required under the FCA Listing Rules
to apply the Principles and comply with the provisions of the Code. However, the Company decided to voluntarily adopt the
Code in FY21 to adhere to the highest standards of corporate governance. Prior to reporting according to the Code, SolGold
plc reported according to the Quoted Company Alliance Corporate Governance Code (“QCA Code”) which is recognised as
being suitable for growth companies. The Company is also subject to Canadian National Policy 58-201 – Corporate Governance
Guidelines through the financial period to 30 June 2023 by virtue of its listing on the TSX and is in compliance with the
guidelines. For the period up to 30 June 2023, the Company was compliant with the Code with the following exceptions:
PROVISION OF THE CODE
(INCLUDING REFERENCE NUMBER) NON-COMPLIANCE REASON FOR NON-COMPLIANCE
COMPLIANCE OR PROGRESS
TOWARDS COMPLIANCE
Provision 5: Engagement with workforce
using one of the prescribed methods.
The Board has currently
not specified one of
the three methods of
engagement with the
workforce set out in
theCode.
The Board has currently not
specified one of the three
methods of engagement
with the workforce set out
in the Code. The Board
engages with the workforce
in a number of ways, in
particular by having the
CEO based in Ecuador and
regularly spending time with
employees at the worksites.
Key stakeholder interests
and matters set out in s172
of the Companies Act 2006
are considered in Board
discussions and decision
making.
Relationship dynamics
between the Board
and workforce are
considered during
decision-making
at Board and
Committeelevels.
Provision 11: At least half the Board,
excluding the chair, should be Non-
Executive Directors whom the Board
considers to be independent.
The Board composition
does not currently
comply with this
requirement.
Following the resignation of
Independent Non-Executive
Directors, the Board make
up does not comply.
The Board will look
to bring on additional
Independent Non-
Executive Directors.
Provision 12: The Board should appoint
one of the independent Non-Executive
Directors to be the senior independent
Director to provide a sounding Board for
the chair and serve as an intermediary
for the other Directors and shareholders.
Led by the senior independent Director,
the Non-Executive Directors should meet
without the chair present at least annually
to appraise the chair’s performance, and
on other occasions as necessary.
The Board does not
currently have a
designated Senior
Independent Director.
Following the resignation
of the previous Senior
Independent Director, the
role has not been replaced.
As further Independent
Non-Executive Directors
are added to the Board,
this position will be
revisited.
50 SOLGOLD PLC ANNUAL REPORT 2023
PROVISION OF THE CODE
(INCLUDING REFERENCE NUMBER) NON-COMPLIANCE REASON FOR NON-COMPLIANCE
COMPLIANCE OR PROGRESS
TOWARDS COMPLIANCE
Provision 17: A majority of members
of the Nomination Committee should be
independent Non-Executive Directors.
The Chair of the Board should not chair
the committee when it is dealing with the
appointment of their successor.
During the year, a majority
of the members were
not Independent Non-
Executive Directors.
The current Board
composition does not
lend to having a majority
of Independent Non-
Executive Director members
(excluding the Chair).
The Board will review
the balance of the
Nomination Committee
in FY2024.
Provision 20: Open advertising and/or
anexternal search consultancy should
generally be used for the appointment of
the Chair and Non-Executive Directors. If
an external search consultancy is engaged,
it should be identified in the annual report
alongside a statement about any other
connection it has with the company or
individual Directors.
During the recruitment
of recent Non-Executive
Directors, the positions
were not filled via open
advertising or the use
of an external search
consultancy.
The Board determined
that there were sucient
prospective candidates with
the requisite knowledge and
experience from the Board’s
wider networks.
Upon the appointment
of further Non-Executive
Directors or the Chair,
the Board will consider
the use of open
advertising or external
search consultancies.
Provision 23: The process used in
relation to appointments, its approach to
succession planning and how both support
developing a diverse pipeline.
The Company does
not currently have a
succession planning
process for the Board.
Consideration around Board
succession planning is
underway.
The Company will review
a succession planning
process for the Board in
FY2024.
Provision 24: The Board should establish
an audit committee of independent Non-
Executive Directors, with a minimum
membership of three, or in the case of
smaller companies, two. The chair of
the Board should not be a member. The
Board should satisfy itself that at least one
member has recent and relevant financial
experience. The committee as a whole
shall have competence relevant to the
sector in which the company operates.
The current composition
of the Audit and Risk
Committee does not have
the requisite numbers
of independent Non-
Executive Directors.
The current composition
of the Board does not
have sucient numbers of
Independent Non-Executive
Directors to meet this
requirement.
The Board intends to
appoint additional
Independent Non-
Executive Directors
in order to fulfil this
requirement.
Provision 29: The Board should monitor
the company’s risk management and
internal control systems and, at least
annually, carry out a review of their
eectiveness and report on that review
in the annual report. The monitoring and
review should cover all material controls,
including financial, operational and
compliance controls.
The Board has not been
involved in a review
of operational and
compliance controls
but has been involved
in a review of financial
controls.
The Company will
undertake a review of
the eectiveness of
all material controls in
FY2024 and monitor
these as well as the risk
management framework
on an ongoing basis.
The Company will report
on this monitoring and
review in the 2024
Annual Report.
Provision 32: Before appointment as
chair of the Remuneration Committee,
the appointee should have served on
a remuneration committee for at least
12months.
Dan Vujcic is the Chair
of the Remuneration
Committee but did not
serve at least 12 months
prior to his appointment
on a Remuneration
Committee.
The current composition
of the Board does
not provide for a chair
of the Remuneration
Committee that has
the requisite experience.
The Company will
review the structure
of the Remuneration
Committee in
FY2024 following
the appointment of
additional Non-Executive
Directors.
Provision 41: There should be a description
of the work of the Remuneration Committee
in the annual report, including: reasons
why the remuneration is appropriate using
internal and external measures, including
pay ratios and pay gaps.
SolGold currently does
not have pay ratios nor
grading completed.
The number of employees
in management positions is
limited and analysis of pay
ratios and pay gaps would
not yield meaningful results.
The Board will provide
an update on its actions
to address this Provision
in FY2024.
CORPORATE GOVERNANCE
51SOLGOLD PLC ANNUAL REPORT 2023
CORPORATE GOVERNANCE STATEMENT
CONTINUED
Diversity and Inclusion Targets
In accordance with the disclosure requirements under FCA Listing Rules 14.3.33, as at 30 June 2023, 17% of the individuals on
the Board are women, being below the recommended 40%. Currently a woman does not hold any of the senior positions of
Chair, Senior Independent Director, CEO, or CFO. There is one member of the Board who is from a minority ethnic background.
The Company has not met the identified targets of women representation on the Board and women holding senior positions
due to the resignation of Non-Executive Directors, the vacancies of which have not yet been filled. The Board is looking to
bring further women onto the Board.
Gender identity reporting (at 30 June 2023)
NUMBER OF
BOARD MEMBERS
PERCENTAGE
OF THE BOARD
NUMBER OF
SENIOR POSITIONS
ON THE BOARD
(CEO, SID AND
CHAIR)
NUMBER IN
EXECUTIVE
MANAGEMENT
PERCENTAGE
OF EXECUTIVE
MANAGEMENT
Men 5 83% 2 2 80%
Women 1 17% 0 0 0%
Ethnic background reporting (at 30 June 2023)
NUMBER OF
BOARD MEMBERS
PERCENTAGE
OF THE BOARD
NUMBER OF
SENIOR POSITIONS
ON THE BOARD
(CEO, SID AND
CHAIR)
NUMBER IN
EXECUTIVE
MANAGEMENT
PERCENTAGE
OF EXECUTIVE
MANAGEMENT
White British or other White
(including minority-white groups)
5 83% 2 2 100%
Mixed/Multiple Ethnic groups 1 17% – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic groups, including Arab – – – – –
Not specified/ prefer not to say – – – – –
Women 17%
Men 83%
Board Gender Split
52 SOLGOLD PLC ANNUAL REPORT 2023
Further details of the way the Code has been applied can be found in the following pages;
Board Leadership and Company Purpose
• Promoting the long-term sustainable success of the Company
• Purpose, values, strategy and culture – we have conducted an
extensive analysis of the Company in FY2022/23
• Resource availability to meet Company objectives and measure performance,
including the assessment and management of risk
• Responsibilities to shareholders and stakeholders
• Policies and procedures are consistent with Company values, demonstrate the right to speak up
Pages 57 and 58
Division of Responsibilities
• Leadership responsibilities from the Chair and eectiveness
• Board Composition – the Board notes that further appointments to the Board are needed to have
the appropriate balance of Executive and Non-Executives and to demonstrate diversity amongst
skills, experience and abilities
• Time management for Non-Executives to ensure the Board is oered analysis, expert
opinion, strategic guidance and to hold management to account
• Board is provided with sucient resources to manage the Company eectively and eciently
• Board has a sucient combination of skills, experience and knowledge
• Evaluation of the Board to ensure strategic objectives met
Pages 60 to 62
Audit, Risk and Internal Control
• Internal and external audit functions are independent and eective
• Ability to present a fair, balanced and understandable assessment of the Company’s position
and prospects
• Ecient procedures to mitigate risk, manage internal control framework and determine the
extent of the Company’s risk appetite
Page 63
Remuneration
• Remuneration of the Board was last reviewed on 1 January 2021 and the remuneration of the CEO is
designed to support the strategy and promote long-term sustainable success that is aligned with the
Company’s purpose and values
• Formal and transparent remuneration procedures, to ensure no Director decided their own
remuneration outcome
• Directors apply independent judgement and discretion when considering performance
objectives and remuneration outcomes
Pages 72 to 80
The Company operates an Equity, Diversity and Inclusion Policy emphasising the commitment to developing a workplace
culture which embraces workforce Equity, Diversity and Inclusion across the organisation. Due to the policy being in its initial
stages of development, it is not appropriate to apply for the purposes of reporting under the FCA Disclosure and Transparency
Rules 7.8.2AR.
CORPORATE GOVERNANCE
53SOLGOLD PLC ANNUAL REPORT 2023
BOARD OF DIRECTORS
The Board of SolGold leads the strategic objectives of
the Group and is responsible for its long-term growth.
The members of the Board have extensive and diverse experience in Corporate Governance, geology, mining,
strategic planning, accounting, finance and diplomatic relations. The Board currently consists of six (6) Directors,
two (2) of whom are considered independent, excluding the Chair, and five (5) of whom are Non-Executive
under the Code.
Chair
Appointment: June 2019
Nationality: Australian
Age: 60
Career
Mr Twigger has over 30 years of experience in
the fields of investment banking and corporate
finance. He has extensive experience in
providing strategic corporate advice and in
the execution of M&A across the resource
sector.
Mr Twigger is Deputy Chairperson and an
Executive Director of Argonaut Limited, a
licensed and independent, Australian based
investment banking, funds management and
stockbroking firm.
Skills and Expertise
Strategy & Leadership, Capital Raising,
Corporate Strategy, Corporate Finance.
External Appointments
• Lunnon Metals Ltd
• Argonaut Ltd
• Australia-Ecuador Business Council
Executive Director CEO/MD
Appointment: November 2022
Nationality: Canadian
Age: 66
Career
Mr. Caldwell is a mining engineer with over 40
years’ experience in the global mining industry
having held a number of senior executive
roles including Chief Executive Ocer at both
Guyana Goldfields Inc and Allied Nevada Gold
Corp., as well as Chief Operating Ocer at
Kinross Gold Corp.
Prior to those roles, Mr. Caldwell held a number
of senior operating roles and has experience
building and operating gold and base metal
mines worldwide, including in the USA, Canada,
Russia, Zimbabwe, Chile, and Indonesia. Mr.
Caldwell was previously a Non-Executive
Director of SolGold between 2016–17.
Skills and Expertise
Strategy and Leadership, Corporate Strategy.
External Appointments
• Stella Minerals Canada ULC
Non-Executive Director
Appointment: May 2005
Nationality: Australian
Age: 66
Career
Mr Mather has 35 years’ experience
in exploration and resource company
management in a variety of countries. His
career has taken him to numerous countries
exploring for precious and base metals
and fossil fuels. Mr Mather has focused
his attention on the identification of and
investment in large resource exploration
projects. He has, during his career, been
instrumental in capital raisings of over A$500
million and the return of A$5.7 billion to
shareholders via takeovers.
Skills and Expertise
Strategy & Leadership, Minerals Exploration,
Capital Raising, Corporate Strategy, Financial
and Contract Management, International
Business.
External Appointments
• DGR Limited (ASX)
• Armour Energy Limited (ASX)
• New Peak Metals Limited (ASX)
• Clara Resources Limited (ASX)
• First Tin plc (LSE-AIM)
• Lakes Blue Energy NL (ASX)
• Conjugate Energy Limited
LIAM TWIGGER
Grad Dip Bus, BEc, CPA
SCOTT CALDWELL
BSc (Mine Engineering)
NICHOLAS MATHER
BSc (Geology)(Hons)
54 SOLGOLD PLC ANNUAL REPORT 2023
Independent Non-Executive
Director
Appointment: October 2020
Nationality: Ecuadorian
Age: 54
Career
Mrs Albán was appointed Non-Executive
Director on 21 October 2020 and has more
than 25 years’ experience in international trade
and sustainable development, particularly
environmental compliance. María has worked
in a number of countries and was instrumental
in the Free Trade Agreement negotiation
between Ecuador and the United States on
environmental matters.
Skills and Expertise
Strategy & Leadership, Financial Management,
Contract Management, Sustainability/ESG,
Legal, Risk, Corporate Governance.
External Appointments
• ACD Consulting Cia. Ltda
Non-Executive Director
Appointment: May 2018
Nationality: Canadian
Age: 47
Career
Mr Clare is a partner at Bennett Jones LLP,
one of Canada’s leading corporate law firms.
He is a corporate and securities lawyer with
extensive experience in the mining sector
both domestically and internationally. Mr
Clare is recognised by Lexpert as a leading
mining lawyer in Canada, and repeatedly
recommended for his experience in mining,
corporate finance and securities law by the
Canadian Legal Lexpert Directory.
Skills and Expertise
Legal, Capital Raising, Strategy & Leadership,
Corporate Strategy, Contract Management,
Corporate M&A.
External Appointments
• PJX Resources Inc
• Riverside Resources Inc
• Canstar Resources Inc
Independent Non-Executive
Director
Appointment: October 2022
Nationality: Australian
Age: 44
Career
Mr. Vujcic is currently the Chief Development
Ocer of Metals Acquisition Limited, an
NYSE listed Special Purpose Acquisition
Vehicle which acquired the CSA Copper Mine
from Glencore AG. Prior to this he was an
investment banker with almost two decades
of experience in global capital markets. Over
his career, Mr. Vujcic has advised clients of
several investment banks in a diverse range of
commodities across numerous jurisdictions,
including raising capital in both equity and
debt markets globally, supporting the growth
ambitions of emerging miners, and attaining a
significant presence in the industry.
Skills and Expertise
Client Coverage, Business Development
Acquisitions, APAC, Investment Banking.
External Appointments
• Metals Acquisition Limited
MARÍA AMPARO ALBÁN
JD, MEcLaw, SIPA, Cert. Business Excellence
JAMES CLARE
BA (Hons), LLB
SLOBODAN (DAN) VUJCIC
B. Bus (Hons), CA
Audit and Risk Committee
ESG Committee
Nomination Committee
Remuneration Committee
Strategy Committee
Chair of Committee
COMMITTEE MEMBERSHIP
Board changes during FY2023
• Mr. Keith Marshall resigned from the Board on 12 August 2022.
• Mr. Scott Caldwell was appointed to the Board as an Independent Non-Executive Director on 24 October 2022,
then Interim CEO on 10November 2022 and permanent CEO on 17 March 2023.
• Mr. Dan Vujcic was appointed to the Board as an Independent Non-Executive Director on 24 October 2022.
• Mr. Darryl Cuzzubbo was terminated from his role as Managing Director and CEO on 10 November 2022.
• Mr. Kevin O’Kane and Mrs Elodie Grant Goodey resigned on 22 December 2022.
CORPORATE GOVERNANCE
55SOLGOLD PLC ANNUAL REPORT 2023
EXECUTIVE MANAGEMENT TEAM
Executive Director CEO/MD
Career
Mr. Caldwell is a mining engineer with over
40years’ experience in the global mining
industry having held a number of senior
executive roles including Chief Executive
Ocer at both Guyana Goldfields Inc and
Allied Nevada Gold Corp., as well as Chief
Operating Ocer at Kinross Gold Corp.
Prior to those roles, Mr. Caldwell held a number
of senior operating roles and has experience
building and operating gold and base metal
mines worldwide, including in the USA, Canada,
Russia, Zimbabwe, Chile, and Indonesia. Mr.
Caldwell was previously a Non-Executive
Director of SolGold between 2016–17.
Group Chief Financial Ocer
Career
Mr. Stackhouse is an accomplished
finance professional with over 15 years
of experiencesuccessfully managing
development stage assets through operations
with extensive experience living and working
in SouthAmerica.
Mr. Stackhouse spent seven years with
GuyanaGoldfields Inc. (acquired by Zijin
Mining Group), holding various senior
financeroles, including interim CFO.
He was instrumental in the development and
operation of the Aurora Gold Mine, including
the finalization of the feasibility study and
project financing.
Mr. Stackhouse obtained his CPA, CA, as an
Audit Manager with PricewaterhouseCoopers,
where he worked and lived for three years in
Chile, South America.
More recently, Mr. Stackhouse has served as
CFO of Rockcli Metals (CSE: RCLF) and VP
Finance for Generation Mining (TSX: GENM).
SCOTT CALDWELL
BSc (Mine Engineering)
CHRIS STACKHOUSE
BBA (Hons), CPA, CA
56 SOLGOLD PLC ANNUAL REPORT 2023
BOARD LEADERSHIP AND COMPANY PURPOSE
Board's role
The Board’s role is to provide the necessary oversight of
the Company’s purpose, values, direction and strategic
plans through acts of leadership that support the senior
management team to promote and achieve long-term
sustainable added value for shareholders and stakeholders.
The Board recognises that to achieve its obligations, it
requires sound and continuously improved Corporate
Governance practices.
The Directors’ diverse range of skills, experience and
industry knowledge, and the ability to exercise objective
and independent judgement, are the driving factors behind
bolstering the future success of the Company. SolGold’s
business model and strategy are set out on pages 10 to 13 in
the Strategic Report and outline the basis upon which the
Company intends to generate and preserve value over the
long term.
Purpose, culture and strategy
The Board has the goal, through improved corporate
governance responsibility, to foster and continue a culture of
integrity to ensure that SolGold provides a sustainable and
enduring economic, social and environmental benefit over
the long-term to generate value for shareholders and benefit
the wider society. The Board regularly receives feedback
and assurance from the CEO and Executive Management
that corrective action is taken as required to align with the
Company’s purpose.
The Board is responsible for setting the tone from the top,
encompassing the Company’s purpose and values as a factor
during any decision making. The CEO is the agent, delegated
by the Board, to communicate this message throughout
theCompany.
During the year, the Board along with the support of
management and the assistance of an external consultant
assessed the culture of the Company.
Board activity during the year
SolGold over the past year witnessed substantial change to the business, from the significant changes in Board composition
and the Executive Management to the acquisition of Cornerstone Capital Resources Inc., to consolidate ownership of the
Cascabel Project. Those changes are reflected in the intensity of Board activity.
The Board has been heavily focused on the demands of integrating Cornerstone Capital Resources Inc. into the Group and the
restructure of our management team. Performance in some areas, such as the further development of Governance Policies has
been impacted whilst the Board focuses on resetting the Group to ensure a great foundation upon which future progress is
based. A summary of the Board’s activities is available in the below table.
BOARD RESPONSIBILITIES ACTIVITIES
Strategic
Approve the Group’s strategy and objectives,
setting the purpose and values of the Group,
reviewing and approving material agreements,
exploration tenements and overseeing
the Group’s operations and risk appetite
statements.
• Acquisition of Cornerstone Capital Resources Inc. to consolidate
ownership of the Cascabel project to demonstrate SolGold’s position
to supporting Ecuador becoming the next copper frontier
• Reviewed and approved the key strategic priorities for the Group for
the current Financial Year
• Received presentations from the CEO at Board Meetings, updating the
Board on progress against the Group’s strategic goals
Governance
Supervising the Group’s corporate policies
and procedures, including receiving regular
reports and updates from Board Committees,
reviewing and approving the organisational
structure and monitoring compliance with the
Code and Canadian National Policy 58-201 –
Corporate Governance Guidelines.
• Termination of Darryl Cuzzubbo's position of CEO in November 2022
• Appointment of Scott Caldwell as permanent CEO in March 2023
• Implementation of the Directors' Remuneration Policy
• Voluntary compliance with the UK Corporate Governance Code
• Reviews of Directors’ conflicts of interest and independence of Non-
Executive Directors
Financial
Scrutiny and overall responsibility for the
financial aairs and controls of the Company.
• Considered recommendations from the Audit and Risk Committee to
adopt the 2022 Annual Report and Accounts, the 2023 Half-Yearly
Report and quarterly MD&A as required for the Company’s listings on
the LSE and TSX
• Review of the Group’s ongoing financial position
• Review and approval of planned capital expenditure
• Review and approval of the 2023-24 budget
CORPORATE GOVERNANCE
57SOLGOLD PLC ANNUAL REPORT 2023
BOARD RESPONSIBILITIES ACTIVITIES
Employee and Stakeholder Engagement
Engagement with both our workforce and
local communities.
• Received updates from the ESG Committee regarding the work
carried out for local communities and environments
• Invited members of the executive team and their direct reports to
attend and present at Board meetings
Risk
To ensure the Group acts within the boundaries
set by the Risk Appetite Statement.
• Continued development and review of risk management processes
• Review of updates from the Audit and Risk Committee on internal
control and assurance functions
Resources and controls
The Board ensures that the necessary resources and controls
are in place to ensure the Company is in the best position
tomeet its objectives.
The Group has a comprehensive range of policies and
procedures, including a full Corporate Governance
Charter and a Whistle-blower Policy, both available on
theCompany’swebsite.
The Group’s Corporate Governance Charter contains
specificclauses dealing with the Company’s:
• Code of Conduct
• Board and Management commitment to the Code
ofConduct
• Responsibilities to shareholders and the broader
financialcommunity
• Responsibilities to clients, customers, consumers
and thebroader community
• Environmental practices
• Employment practices
• Obligations relative to fair trading
In addition, the Group has a range of policies throughout
itsglobal operations including, but not limited to:
• Corporate & Social Responsibility
• Anti-Bribery & Corruption Policy
• Environmental Management
• Bullying, Harassment & Discrimination Policy
• Grievances, Complaints & Disputes Policy
• Equity, Diversity & Inclusion Policy
• Whistle-blower Policy
• Worksite Health & Safety
• Alcohol & Drugs Policy
Workforce policies and practices
All Directors have access to the advice and support of
the Company Secretary and have the right to raise any
concerns without prejudice at Board meetings, and
additionally have these concerns appropriately recorded
in the meeting minutes. The Board has adopted the
procedure in accordance with the UK FRC’s Guidance on
Board Eectiveness, which permits Directors, in appropriate
circumstances, to obtain independent professional advice at
the Company’s expense. Any firms associated with Directors
that provide professional services will only assist where
those firms have the requisite experience or expertise, and
all fees are charged on an arm’s length basis. Alternatively,
the Company may engage other professional services firms
to act for it where greater expertise or expedience may be
garnered from elsewhere within the industry.
Where a particular transaction or matter to be resolved by
the Board may involve a potential conflict of interest of one or
more of the Directors, those parties recuse themselves from
deliberation and voting on the matter. In some instances, the
disinterested Directors may consent to the attendance of the
interested Director(s), and their participation in any discussion
of the matter to be resolved, in order to have all views
considered ahead of the matter being separately resolved
by the disinterested Directors.
BOARD LEADERSHIP AND COMPANY PURPOSE
CONTINUED
Please click here for SolGold’s
Whistle-blower Policy.
Please click here for SolGold’s
Anti-bribery & Corruption Policy.
Please click here for SolGold’s
Code of Conduct.
58 SOLGOLD PLC ANNUAL REPORT 2023
STAKEHOLDER ENGAGEMENT
Workforce Engagement:
Empowering Through Collaboration
• Recognizing that employee engagement is a collective
responsibility, the Board aims to enhance our approach
in 2024. Presently, the Board engages with employees
through on-site visits and extends invitations to key
personnel for Board meetings. Moreover, under the purview
of the ESG mandate, the Board is attuned to prevailing
social dynamics that impact the Company. Our vigilance
over the Group's culture and its workforce is fostered
through ongoing engagement, encompassing site visits
and participation in quarterly townhalls with Senior
Management. To gauge sentiments and workplace culture,
the Board periodically reviews the outcomes of employee
surveys. In 2022, a comprehensive culture review was
executed by an external third party to further develop and
sustain the Company's values and armative ethos.
Stakeholder Engagement:
Fostering Strong Connections
• SolGold maintains consistent dialogue with major corporate
and institutional shareholders, actively participating in
resource conventions and pertinent industry events.
Insights garnered from these interactions hold pivotal
significance and are deliberated at both Executive and
Board levels to ensure sustained alignment with investor
expectations. Investor events and webinars are part of
our outreach, oering direct avenues for engagement
and query resolution. The management team remains
accessible to all investors, diligently addressinginquiries.
• Our commitment to transparency is evident through the
dissemination of contact points in our market releases. Our
online platform encompasses conference presentations,
investor materials, and videos, available on our website.
Social media channels, including LinkedIn and X facilitate
real-time updates and engagement with interested parties.
Accessibility and Disclosure:
Empowering Stakeholder Participation
• Our website serves as an inclusive repository of
information, catering to shareholders, potential investors,
and interested stakeholders. A comprehensive array of
resources, including Key Securityholder Information,
Constitutional documents, Corporate Policies, and Meeting
Materials from the Company's last five Annual General
Meetings, are readily accessible. The outcomes of each
shareholder meeting are promptly released to the market,
underscoring our commitment to transparency.
Annual General Meeting:
A Platform for Interaction
• The AGM serves as an annual engagement for shareholders
and Directors, enabling dialogue about the Company's
strategy and business trajectory. Ahead of the AGM,
shareholders can pose questions via email or telephone.
• For 2023, a hybrid AGM is anticipated, embracing both
physical and digital participation. The notice of AGM,
dispatched at least 21 working days prior, encompasses
distinct resolutions on substantial matters, and voting
is conducted through a poll mechanism, reflecting our
commitment to democratic representation. Results of votes
cast are disclosed on the London Stock Exchange and
prominently displayed on our website.
Stakeholder Feedback and Responsiveness:
A Commitment to Growth
• The 2022 AGM revealed shareholder concerns.
Acknowledging this input, CEO Scott Caldwell engaged
with corporate and institutional shareholders to
comprehend their concerns. The Board continues to
progress towards compliance with the Code, including
the transition to half the Board, excluding the Chair,
being Non-Executive Directors deemed independent.
Compliance with Provision 18, mandating annual re-election
for all Directors from the 2023 AGM, underscores our
commitment to robust governance. We also embrace the
principles of pre-emption to protect shareholders' rights.
• A comprehensive engagement extends to wider
stakeholder groups, including the workforce, where Section
172 on page 35 delves into further details of our inclusive
decision-making approach.
The Board aims to ensure an avenue of communication is
available and maintained with shareholders and stakeholders,
to ensure that their views are understood and considered.
Enabling a fluid channel of communication with shareholders
and stakeholders stands as a paramount objective for the
Board. We are dedicated to comprehending and incorporating
their perspectives into our decision-making processes.
CORPORATE GOVERNANCE
59SOLGOLD PLC ANNUAL REPORT 2023
At the AGM of the Company held on 22 December 2022,
Elodie Grant Goodey and Kevin O’Kane did not stand for
re-election and subsequently stepped down as Directors.
Following the departure of Ms. Grant Goodey and Mr. O’Kane,
the Board composition did not fulfil Provision 10 of the Code
– that being at least half of the Board were considered by the
Board to be Independent Non-Executive Directors. Further
information regarding the division of responsibilities can be
found on the SolGold website in Matters for the Board at
https://solgold.com.au/documents/matters-reserved-for-the-
board-of-directors/.
Director independence
The Board currently comprises of two (2) Independent
Non-Executive Directors, excluding the Chair, (2) two non-
independent Non-Executive Directors and (1) one Executive
Director. The Board has determined that the Non-Executive
Directors previously declared as independent remain
independent, in line with the definition set out in the Code.
INDEPENDENT DIRECTORS NON-INDEPENDENT
Maria Alban Amparo Liam Twigger (Chair)
*
Dan Vujcic Scott Caldwell
Nicholas Mather
James Clare
The Board reviews the independence of its Non-Executive
Directors on an ongoing basis and determine the independent
Non-Executive Directors (currently Mrs. Amparo and Mr.
Vujcic) continue to demonstrate ongoing objectivity of
Board matters. The Board has also concluded that the Chair
continues to demonstrate objective judgement and to provide
constructive challenge, notwithstanding under the Code
Mr. Twigger as Chair holds a position that could impair a
Director’s independence.
The Board notes that the behaviours and characteristics that
Mr. Twigger, and the Independent Non-Executive Directors
illustrate, have the requisite integrity to hold the Executive
Management to account for managing the delivery of the
business in addition to a breadth of experience that allows
them to provide advice on a range of commercial issues
pertinent to SolGold. As a result, the Board has determined
that Mr. Twigger and the Independent Non-Executive
Directors are capable of acting in the best interests of the
Company and shareholders and are capable of exercising
independent judgement.
Chair
Liam Twigger, our Non-Executive Chair, is responsible for
leadership of the Board, for ecient organisation and conduct
of the Board’s function and the briefing of all Directors in
the case that they were not present at a Board meeting. Mr.
Twigger leads the Board ensuring its eectiveness, and his
role and responsibilities are clearly delineated from the Chief
Executive Ocer. Mr. Twigger was first elected to the Board
on 17 June 2019 and was considered to be independent on his
appointment as Chair in August 2020.
Chief Executive Ocer
Scott Caldwell, our Executive Director and CEO, who took on
the responsibilities as CEO on 10 November 2022, reports to
the Chair and to the Board directly and is responsible for all
Executive Management matters of the Group. Mr. Caldwell is
also responsible for the Company’s operational performance
and resource management, incorporating its operational,
financial, health & safety, and environmental conduct and
performance, as well as the maintenance of relationships with
the Company’s broad range of stakeholders and shareholders.
Mr. Caldwell is tasked with ensuring that the Company’s
organisational structure and processes can implement the
strategic and cultural aims established by the Board.
As CEO, Mr. Caldwell is responsible for the daily running of
the aairs of the Company under delegated authority from
the Board and to implement the policies and strategies set by
the Board. In carrying out his responsibilities, he must report
to the Board in a timely manner and ensure all reports to the
Board present a true and fair view of the Company’s financial
position and operating results.
Board composition, independence,
and division of responsibilities
The composition of the Board is set out on pages 54 and
55. The Board composition is currently comprised of six
(6) Directors, of whom two (2), excluding the Chair, are
considered, by the Board, to be of independent judgement
and character. The Board considers that the joining of
additional Independent Non-Executive Directors will be
required to ensure that there is a combination of Executive
and Non-Executive Directors to advocate shareholder
interests and oversee Executive Management practices.
On 12 August 2022 Mr. Keith Marshall stepped down from
the Board. On 10 November 2022, the Board terminated the
services of Mr. Darryl Cuzzubbo and Scott Caldwell assumed
the role as Interim CEO and Executive Director.
DIVISION OF RESPONSIBILITIES
60 SOLGOLD PLC ANNUAL REPORT 2023
Mr. Nicholas Mather is not considered independent for the
purposes of the Code having served as the CEO of SolGold
from 2005 until March 2021 as well as having a personal
shareholding in SolGold of 2.99% and a shareholding of
6.8% through DGR Global Limited where Mr. Mather is the
Founder and Managing Director. Mr. James Clare is not
considered independent as he is a partner in the Canadian
law firm Bennett Jones LLP that provides legal services to
the Company. These professional services are provided on
standard arms-length commercial terms and conditions.
According to the Code, at least half the Board, excluding
the Chair, should be Non-Executive Directors whom the
Board consider to be independent. Following the departure
of Ms. Grant Goodey and Mr. O’Kane, the Company was
not in compliance with this requirement. Whilst the Board
considered the Chair to be independent on appointment in
compliance with the Code, due to the Chair’s responsibilities
the FRC do not consider the Chair’s role as independent in
any other circumstance.
Conflicts of interest
The Company’s Directors are bound by the Articles of
Association and subject to a statutory duty to avoid a
situation where they have, or can have, a direct or indirect
interest that conflicts, or may conflict, with the Company. The
Directors are required to notify the Company of any conflict or
potential conflict of interest before every Board Meeting. Any
conflicts or potential conflicts are retained in the Company’s
conflict register, maintained by the Company Secretary.
Board committees
The Company’s Board has Committees established in the
following areas:
• Audit and Risk
• Remuneration
• Nomination
• Environment, Social, and Governance
• Strategy
The Terms of Reference for each of these Committees are set out within the Company’s Corporate Governance Charter and
are all available on the Company’s website. During the period 1 July 2022 to 30 June 2023, there were 20 Board meetings.
Directors’ attendance at Board and Committee meetings which they were eligible to attend during this period was as follows:
BOARD
(20)
AUDIT AND
RISK COMMITTEE
(5)
REMUNERATION
COMMITTEE
(4)
NOMINATION
COMMITTEE
(3)
ESG
COMMITTEE
(3)
STRATEGY
COMMITTEE
(1)
Liam Twigger 20/20 4/4 3/3 1/1
Darryl Cuzzubbo
1
9/9 1/1
Keith Marshall
2
2/2
Scott Caldwell
3
13/13 3/3
Nicholas Mather 20/20 3/3 1/1
James Clare 18/20 1/2 1/1
María Amparo Albán 19/20 4/5 1/1 2/3 3/3
Dan Vujcic
4
13/13 3/3 1/1 1/2
Elodie Grant Goodey
5
10/12 3/3 2/3 1/1
Kevin O’Kane
6
10/12 3/3 3/3 3/3 1/1 1/1
1 Darryl Cuzzubbo's position as director ceased on 10 November 2022.
2 Keith Marshall resigned from the Board on 12 August 2022. Kevin O’Kane is an Interim member of the ARC since Keith Marshall’s resignation.
3 Scott Caldwell joined the Board on 24 October 2022.
4 Dan Vujcic joined the Board on 24 October 2022.
5 Elodie Grant Goodey did not stand for re-election at the AGM held on 22 December 2022.
6 Kevin O’Kane did not stand for re-election at the AGM held on 22 December 2022.
CORPORATE GOVERNANCE
61SOLGOLD PLC ANNUAL REPORT 2023
DIVISION OF RESPONSIBILITIES
CONTINUED
Non-Executive Directors’ role
and time commitment
The Company’s Non-Executive Directors hold, or have held,
senior positions within the corporate and/or resources
sector. The Non-Executive Directors must exercise objective
judgement when decision making and hold management
to account. Responsible Corporate Governance requires
the Board to critically review and monitor the activities of
Executive Management. The Non-Executive Directors of the
Company consistently demonstrate the attributes of sucient
time, knowledge and skill to undertake the responsibilities
expected of a Non-Executive Director. Non-Executive Director
performance is assessed annually as part of the Board’s
performance evaluation.
When making new appointments of Non-Executive
and Executive Directors, significant commitments are
disclosed with an indication of the time involved. Where
a Non-Executive Director contemplates taking up another
appointment, they must consult with the Chair and seek
approval from the Board to ensure there is no detrimental
impact on their time commitment to SolGold. Subject to
Board approval, Directors may accept external appointments
as Directors of other companies and retain any related
fees paid to them. Full-time Executive Directors do not
take on more than one Non-Executive Directorship in a
FTSE 100 company or other significant appointment. As
the appointment of Scott Caldwell and Dan Vujcic to the
Board were nominees of the shareholders of Cornerstone
Capital Resources Inc., in accordance with the acquisition
of that Company, no public advertisements were made, or
external third-party recruitment agents were engaged to
seekpotential candidates.
Senior independent Director
Upon the resignation of Elodie Grant Goodey on
22 December 2022, the Board has not had a formal
Senior Independent Director.
Company secretary
During the year under review, the Company had three
Company Secretaries. Rufus Gandhi joined the Company
on 1August 2022 as both General Counsel and Company
Secretary, replacing Dennis Wilkins as Company Secretary.
As part of the management restructure undertaken in early
2023, Ryan Wilson took over the role as Company Secretary
from Mr. Gandhi. Mr. Wilson in his career has experience in
Company Secretarial matters. The Company Secretary is
available as a resource to all Directors, but particularly the
Chair, and is responsible for all matters to do with the proper
functioning of the Board, and the maintenance of its materials
and records and certain regulatory filings. Each Director is
entitled to access the advice and services of the Company
Secretary as required. The Company Secretary is responsible
for the recording of the minutes of a Board or Committee
Meeting and ensures any unresolved concerns at a meeting
are suciently recorded in the Minutes. The Board considers
that it has the relevant information, resources and time it
needs to function eectively and eciently. In August 2023,
post year end, Mr. Wilson resigned as Company Secretary and
Steven Wood and James Doyle were appointed as Joint (and
several) Company Secretaries. This change allows Mr. Wilson
to focus on other aspects of his role within the Company.
62 SOLGOLD PLC ANNUAL REPORT 2023
AUDIT, RISK AND INTERNAL CONTROL
Internal and external audit
While still maintaining overall responsibility, the Board
delegates oversight of the internal and external audit
functions to the Audit and Risk Committee. The Audit and
Risk Committee is responsible for reviewing the relationship
and independence of our appointed external Auditors,
PricewaterhouseCoopers LLP (“PwC”), and additionally
is responsible for scrutinising the integrity of the financial
statements prepared by Executive Management to ensure
theassessment of SolGold’s position is accurately reflected.
The Company’s Audit and Risk Committee meets with the
Company’s external auditors, PwC, and during the year
under review met three times. In addition, the Company
had an independent internal auditor for some of the year
under review who provided regular reports to the Audit
andRiskCommittee.
Fair, balanced and understandable assessment
The Board and Audit and Risk Committee are responsible
for carefully reviewing the Company’s quarterly financial,
half year and annual results and consider that the Annual
Report and accounts, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
Risk management
The Board is responsible for the Company’s risk management
system and internal controls, and their eectiveness. The
Board delegates some responsibilities for risk management
oversight to the Audit and Risk Committee, where risk is
monitored continually and formally reviewed annually. This
enables Executive Management to review the risks, mitigate
them and implement controls to ensure the boundaries of the
Company’s risk appetite are maintained.
Key internal control procedures, which form part of the
review of the eectiveness of risk management and internal
control, include:
• The Code of Conduct supported by Company policies
and procedures, including delegations of authority and
divisions of responsibility
• Training of sta on current policies and procedures relevant
to their position, in both Spanish and English
• Constant monitoring of business performance, including
Key Performance Indicators
• A formal whistleblowing policy, with an external third-party
whistleblowing hotline and web submission, the results of
which are reported to the Board
• Defined controls and quality assurance over, but not limited
to, financial reporting, and health and safety procedures
The Audit and Risk Committee carried out an assessment
of the Company’s principal and emerging risks and this
comprehensive report of the principal and emerging risks and
how these are managed and/or mitigated can be found on
pages 23 to 28.
CORPORATE GOVERNANCE
63SOLGOLD PLC ANNUAL REPORT 2023
NOMINATION COMMITTEE REPORT
Nomination Committee membership*
The members of the Nomination Committee
are set out below:
MEMBER ATTENDANCE
Liam Twigger: Chair 3/3
Nicholas Mather 3/3
María Amparo Albán 2/3
Kevin O’Kane (until 22 December 2022) 3/3
* Please refer to pages 50 and 51 on compliance with the Code.
A statement to shareholders from the
Chair of the Nomination Committee
Dear Shareholders,
I am pleased to present the Nomination Committee
Report for 2023.
The primary function of the Nomination Committee is
to evaluate the Board with reference to composition,
competencies, and diversity and to recommend succession
planning, appointment, re-elections, and terminations of
Directors. The Committee is also responsible for assisting
the Board in relation to the appointment of members
of Management (including, without limitation, the Chief
Executive Ocer and Chief Financial Ocer) to the extent
that the Company has or requires such positions. The
Committee Terms of Reference were updated in 2022,
and a copy is available on the Company’s website.
Objectives and achievements in 2023
An improved skills matrix was developed to reflect the present
and future needs of the Board more adequately in preparation
for the challenges during the next 5 years. For example, ESG
competencies are now more specifically identified, and cyber
security has been added as an important skills requirement for
the Board.
Board changes
Eective 12 August 2022, Mr. Keith Marshall tended his
resignation to the Board. As part of the acquisition of
Cornerstone Capital Resources Inc. the shareholders
of Cornerstone Capital Resources Inc. had the right to
nominate two Directors to the Board of the Company. The
nominations of Scott Caldwell and Dan Vujcic were reviewed
by the Committee and a recommendation was given to the
Board to accept these nominations. As discussed below,
Darryl Cuzzubbo's position on the Board was terminated
in November 2022. Elodie Grant Goodey and Kevin O’Kane
tendered their resignations to the Board and communicated
that they did not wish to be put up for re-election at the AGM
held in 2022. Following the departure of Ms. Grant Goodey
and Mr. O’Kane, the current membership of the Board stands
at six Directors.
Post year end the Committee met to consider the appointment
of additional Independent Non-Executive Directors.
Leadership succession – CEO and senior
executive search
During the 2022 Financial Year, the Committee led the
recruitment process for the role of the Chief Executive
Ocer resulting in the appointment of Mr. Darryl Cuzzubbo
on 1 December 2021. As has been notified, the Board
determined to terminate Mr. Cuzzubbo’s appointment as
CEO in November 2022. The Company was fortunate in
that Scott Caldwell, recently appointed as a Director, has a
significant amount of experience in running mining companies
and stepped up to hold the role of Interim CEO. Following
discussion with the Directors and reviewing the plans that
Mr. Caldwell had for the Company, the Board formalised Mr.
Caldwell’s appointment as permanent CEO on 17 March 2023.
Compliance with the code
According to the Code, a majority of members of the
Nomination Committee should be independent Non-
Executive Directors. The Chair of the Board should not chair
the committee when it is dealing with the appointment of
their successor. During the year one third of the Nomination
Committee were independent Non-Executive Directors,
excluding the Chair.
Key objectives for 2024
Following the changes to the Board and Executive
Management over the past 12 months, the Committee will
look to reassess the current skills matrix and identify gaps
against future needs. As the Company de-risks the Cascabel
Project and moves closer to project development, it is clear
that future changes, whether that be through addition of
further Directors or education of the current membership,
will be needed. Consideration of increasing gender and other
diversity considerations will be a key part of this process.
LIAM TWIGGER
Chair – Nomination Committee
28 September 2023
64 SOLGOLD PLC ANNUAL REPORT 2023
AUDIT AND RISK COMMITTEE REPORT
Audit and Risk Committee membership
The members of the ARC committee are set out below:
MEMBER ATTENDANCE
Dan Vujcic: Chair 3/3
María Amparo Albán 4/5
James Clare 1/2
Kevin O’Kane (until 22 December 2022) 3/3
Elodie Grant Goodey (until 22 December 2022) 3/3
Keith Marshall (until 12 August 2022) 0/0
A statement to shareholders from the
Chair of the Audit and Risk Committee
Dear Shareholders,
I am pleased to present the Audit and Risk Committee
(“ARC”) Report for 2023.
The ARC is responsible for ensuring that the financial
performance, position and prospects of the Group are
properly monitored as well as liaising with the Company’s
auditors to discuss the audit of the financial statements and
the Group’s internal controls.
In the year under review, management was specifically
challenged on finalising the misappropriation investigation
and then on reducing costs across the Group.
The CEO, CFO, General Counsel & Company Secretary,
independent internal auditor and external auditor also
participate in meetings of the Committee by invitation from
the Chair of the ARC. The Committee’s Terms of Reference
were updated in 2022 and are available to view on the
Company’s website, which includes a list of responsibilities.
With the resignation of Keith Marshall from the Board in
August 2022, Mr. Kevin O’Kane was appointed as an interim
member of the Audit and Risk Committee until his own
resignation in December 2022. James Clare took the position
of Mr. O’Kane and I took the place of Elodie Grant Goodey on
her resignation.
Role and responsibilities
The ARC’s primary function is to assist the Board in
discharging its responsibility to exercise due care, diligence
and skill in relation to the Company by:
Audit related:
• Monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance and reviewing significant
financial reporting judgements contained in them prior to
their approval by the Board
• Assessing the Company’s internal financial controls
• Reviewing the appointment, scope and performance results
of both external and internal audits
• Monitoring corporate conduct and business ethics and
ongoing compliance with laws and regulations
• Maintaining open lines of communication between the
Board, Management and the external auditors, thus
enabling information and points of view to be freely
exchanged
• Ensuring that systems of accounting and reporting of
financial information to shareholders, regulators and the
general public are adequate
• Considering the appointment, reappointment, removal,
remuneration and terms of engagement of the external
auditors and making recommendations to the Board in
respect of the same
• Monitoring and reviewing the external auditors'
independence, objectivity and the eectiveness of
the audit process, taking into consideration relevant
professional and regulatory requirements
Risk related:
• Ensuring the development of an appropriate risk
management policy framework that will provide
guidance to Management in implementing appropriate
risk management practices throughout the Company’s
operations, practices and systems
• Determining the amount and nature of risk that the
Company wishes to take in pursuit of its strategy
• Reviewing methods of identifying broad areas of risk in line
with the principal risks outlined in this document
• Setting parameters or guidelines for business risk reviews
• Reviewing and assessing the eectiveness of the
Company’s internal control and risk management systems
and making informed decisions in respect of the same
• Implementing and reviewing arrangements by which
Directors, Management, employees and contractors may, in
confidence, raise concerns about possible improprieties in
matters of financial reporting or other matters
CORPORATE GOVERNANCE
65SOLGOLD PLC ANNUAL REPORT 2023
Committee discussions in 2023
The Committee met five times during the year ended 30 June 2023. The ARC paid particular attention to internal controls,
fraud and bribery prevention, financial planning, reporting and controls and the Group’s liquidity position. Over the second
half of the financial year, the ARC reverted to key decisions being made by the Board as the small Board was better suited
to ensuring timely management and discussion of key issues as a whole. In addition, there were in-depth discussions on ad
hoc topics as requested by the ARC. The key topics discussed by the Committee are set out on the following pages. We have
complied with Provision 25 of the UK Corporate Governance Code.
System of internal control
Review of internal controls
Reviewing the Company’s
internal financial controls
The Committee oversaw a forensic investigation into money misappropriation during
2022 and finalised the investigation. The investigation revealed that during the years
2017 to 2021 US$4.6 million was misappropriated. A programme of corrective actions is
underway, the implementation of which is being monitored by the Committee. Primarily,
control of funds is being closely monitored by the CFO who has increased his presence
in Ecuador over previous CFOs. This is part of the increased focus on developing and
strengthening the overall control environment across the Group, which is an area of
specific focus for the Committee.
Risk assurance
Risk management
Assessing the Group’s risk
profile and the process by which
risks are identified and assessed
The Committee assessed the Group’s risk management policy and standard. The
Committee discussed the key risks, the mitigation plans in place and the appropriate
executive management responsibilities. The Committee also considered the process
by which the risk profile is generated, the changes in risk definitions and how the risks
aligned with the Group’s risk appetite.
Internal audit work
Reviewing the results of internal
audit work and the 2023 plan
The ARC agreed on an annual audit plan focusing on enterprise risks. The Chair of
the Committee held regular meetings with the internal auditor, which enabled further
evaluation of the work performed.
External audit
Reviewing the results of the
external audit work, evaluating the
quality of the external audit and
consideration of management
letter recommendations
The Committee reviewed and approved the 2023 Audit Plan.
PwC has been the Group's Auditors since its appointment on 11 November 2021
following a competitive tender process. The period of total uninterrupted engagement
istwo years.
Significant accounting issues considered by the Audit and Risk Committee in relation to the
Group’s financial statements
Financial statements
Monitoring the integrity of
the financial statements of
the Company
The Committee reviewed the presentation of the Group’s audited results for the year
ended 30 June 2023 and the unaudited results for the six months ended 31 December
2022 as well as the quarterly financial statements (Q1 and Q3) to ensure they were
fair, balanced and understandable, when taken as a whole. The results were assessed
to ensure they provide sucient information for shareholders and other users of the
accounts to assess the Group’s position and performance, business model and strategy.
In conducting this review, particular focus was given to the disclosures included in the
basis of preparation in Note 1 in the Notes to the Group Financial Statements in relation
to the Group’s funding position and the suitability of the going concern assumption.
The ARC reviewed the significant judgments associated with the fiscal 2023 financial
statements, including “key audit matters”, and also reviewed the supporting evidence for
the Group being a going concern. The ARC is comfortable that the overall disclosures in
the Annual Report are fair, balanced and understandable, when taken as a whole.
The ARC reviewed papers prepared by the finance team and the findings from the
external auditors in relation to the above matters.
AUDIT AND RISK COMMITTEE REPORT
CONTINUED
66 SOLGOLD PLC ANNUAL REPORT 2023
Going concern basis of
accounting in preparing
the financial statements
Determining the ability of
theCompany to continue as a
going concern depends upon
continued access to sucient
financingfacilities
The ARC assessed the proposed budget and cash flow forecast for this financial year
and coming periods and worked with the Finance team on scenario planning and the
long-term strategic plan. The Committee notes that the ability of the Group to continue
as a going concern depends on its ability to secure additional financing and that this
situation gives rise to a material uncertainty. However, the Committee has considered
the various funding options being explored by management, as well as the Group’s
historical ability to raise necessary funding, and considers it appropriate that the
financial statements are prepared on a going concern basis.
What we will do moving forward
While SolGold management has taken appropriate steps to strengthen its risk, governance and controls environment we
recognise this is ongoing. We will seek to continuously improve our internal controls and policies and procedures, ensuring
these are reviewed and updated accordingly and that they are applicable and relevant to our business and ensuring we
comply with best practice corporate governance. With the restructuring of the management of the business, this has
presented an opportunity to review past practices and to assess those areas which need further development. This is a key
control item for 2024.
External auditor independence
A key factor that may impair an auditor’s independence is a lack of control over non-audit services provided by the external
auditor. Non-audit work is only undertaken where there is commercial sense in using the auditor without jeopardising auditor
independence; for example, where the service is related to the assurance provided by the auditor or benefits from the
knowledge the auditor has of the business. The External Auditor provided services as part of the acquisition of Cornerstone
Capital Resources Inc. Those services included providing assurance over the pro forma statements for the combined Group for
the Prospectus issued by the Company in February 2023 and the Business Acquisition Report filed in May 2023. The ARC has
satisfied itself that the external auditors’ independence was not impaired with the provision of these services.
The ARC held meetings with the external auditor and the Chair of the ARC held regular meetings with the lead audit
engagement partner during the year.
DAN VUJCIC
Chair – Audit and Risk Committee
28 September 2023
CORPORATE GOVERNANCE
67SOLGOLD PLC ANNUAL REPORT 2023
ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE REPORT
Environment, Social and Governance
Committee membership
The members of the ESG Committee are set out below:
MEMBER ATTENDANCE
María Amparo Albán: Chair 3/3
Scott Caldwell 3/3
Dan Vujcic 1/2
Elodie Grant Goodey (resigned 22 December 2022) 1/1
Kevin O’Kane (resigned 22 December 2022) 1/1
Darryl Cuzzubbo (terminated 11 November 2022) 0/0
A statement to shareholders from the
Chair of the Environment, Social
and Governance Committee
Dear Shareholders,
I am pleased to present the Environmental, Social and
Governance Committee (“ESG”) Report for 2023. The ESG
Committee is responsible for shaping the Company’s policies,
objectives, and guidelines on environmental, health, safety,
and community relations matters and for analysing and
reporting to the Board of Directors on the expectations of the
Company’s various stakeholders. On 20 June 2023, the Board
resolved to rename the committee the ESG Committee.
The ESG Committee’s Terms of Reference were reviewed
and updated in 2022 and are available to view on the
Company’s website.
Committee discussions in 2023
The Committee met three times during the year ended
30June 2023. The following matters were discussed:
• Safety, Environment, Community Relations, Security
• Land acquisition and potential resettlement
• Establishment of a Biodiversity Fund
• Climate change risks
The ESG Committee encourages employees and stakeholders
to speak up on all matters, especially concerning matters
ofsafety.
MARÍA AMPARO ALBÁN
Chair – ESG Committee
28 September 2023
68 SOLGOLD PLC ANNUAL REPORT 2023
STRATEGY COMMITTEE REPORT
Strategy Committee membership
The members of the Strategy Committee are set out below:
MEMBER ATTENDANCE
Liam Twigger: Chair 1/1
Nicholas Mather 1/1
James Clare 1/1
Dan Vujcic 0/0
Kevin O’Kane (resigned 22 December 2022) 1/1
Darryl Cuzzubbo (terminated 10 November 2022) 1/1
Dear Shareholders,
I pleased to present the Strategy Committee Report. The
primary function of the Strategy Committee is to assist
the Board to fulfil its overall responsibilities relating to the
strategic direction and development of the Company. As a
Committee, we have met once this year to discuss potential
corporate transactions that would benefit the Company as
a whole and the short to medium-term funding structure
and strategic direction, necessary to ensure the growth
and continued success of the Group. The acquisition of
Cornerstone Capital Resources Inc. was the major item for
discussion during the year.
Role and responsibilities
The Committee is responsible for assessing the corporate and
strategic performance of the Company in its broadest sense
and form a wide view on the adequacy of progress made
in achieving strategic objectives and outcomes, and of the
systems to measure, monitor and deliver on them. In addition,
the Committee shall:
• Support the Board and Senior Management in formulating
the overall strategy for the Company, with particular
emphasis on horizon scanning, priorities, activities
andoutcomes
• Make recommendations to the Board to optimise
the allocation and adequacy of the Company’s
reserves and resources, as well as its exploration
and developmentassets
• Consider the strategic development opportunities for the
Company, including by way of acquisitions, disposals, joint
ventures, commercial co-operations or otherwise
• Make recommendations to the Board for proposed M&A
transactions, including the strategic rationale for such
proposals and proposed financing structures
• Consider whether existing and/or proposed funding is
adequate and properly and eectively allocated across
theGroup’s operations
• Make recommendations to the Board as to financing or
refinancing proposals for the Group, whether by way of
equity, debt or otherwise
• Make recommendations to the Chair of the Board as to
whether any shareholder-nominated Director may have
anactual or potential conflict of interest
Recommendations and outcomes
The Committee met on a number of occasions during the
2022 financial year and once during the current financial
year with the sole purpose of reviewing and considering the
terms of the acquisition of Cornerstone Capital Resources Inc.
I was pleased following months of negotiations, that we were
able to recommend the acquisition to the Board which was
approved and completed in February 2023.
LIAM TWIGGER
Chair – Strategy Committee
28 September 2023
CORPORATE GOVERNANCE
69SOLGOLD PLC ANNUAL REPORT 2023
DIRECTORS’ REMUNERATION REPORT
Remuneration Committee membership
The members of the Remuneration Committee are set out
below:
MEMBER ATTENDANCE
Dan Vujcic: Chair 1/1
Liam Twigger 4/4
María Amparo Albán 1/1
Kevin O’Kane (resigned 22 December 2022) 3/3
Elodie Grant Goodey (resigned
22 December 2022) 2/3
A statement to shareholders from the Chair
of the Remuneration Committee
Dear Shareholders,
I am pleased to present the Annual Remuneration Report for
the financial year ending 30 June 2023.
The Report has been prepared by the Remuneration
Committee on behalf of the Board in accordance with the
requirements of the Listing Rules of the FCA, Schedule 8
of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended in
2013, 2018 and 2019) and the UK Corporate Governance Code.
The elements subject to audit are highlighted throughout.
Application of the remuneration policy
The Committee operated under its terms of reference without
conflicts of interest and was pleased that shareholders
approved the Directors' Remuneration Policy put forward for
consideration at the EGM held on 30 June 2022. However,
the Committee recognised that a meaningful proportion
of shareholders did not support one of the resolutions on
the Directors’ Remuneration Policy that received 69.2%
of votes in favour. Together with the Chair, Liam Twigger,
and the previous CEO, Mr. Darryl Cuzzubbo, we sought
shareholders’feedback.
In accordance with Provision 4 of the 2018 UK Corporate
Governance Code, the Board is providing an update in
response to the Directors’ Remuneration Policy resolution
put to the EGM that received less than 80% of votes in favour.
Feedback was received that the votes received against the
resolution were influenced by certain investors objecting
to the CEO remuneration framework in comparison to peer
companies. The Remuneration Committee conducted a
thorough benchmarking exercise against peer companies to
set a CEO remuneration package that would be competitive
and attract a high calibre individual to lead the Company
through the challenging transition from explorer to developer
and ultimately producer. This benchmarking was shared with
certain investors that voted against the resolution. Against
votes were also influenced by certain investors who had a
preference for the CEO remuneration framework to be more
closely tied to the sale of the Company.
SolGold’s primary objective is to discover, define and develop
world-class copper-gold deposits and the Company is
building the capability to advance this strategy, through which
it is expected to maximise shareholder value and the potential
attractiveness of the Company.
In line with its commitment to good corporate governance,
the Committee will continue to receive shareholder feedback
and monitor developments in best practices and market
trends on executive remuneration. The Board is committed to
long-term, sustainable value creation for our shareholders.
SolGold’s remuneration approach is focused on ensuring
we can continue to attract, motivate and retain exceptional
people across the global markets in which we operate.
SolGold’s remuneration framework aims to:
• Attract, retain and motivate the right calibre of talent
forthe Company
• Facilitate the achievement of the Company’s short- and
long-term objectives without rewarding conduct that is
contrary to the Company’s values or risk appetite
• Provide appropriate incentives for delivery against agreed-
upon measurable objectives
• Reflect good corporate governance and creates value
forshareholders
• Be robust, transparent and simple to understand and
administer
Members of the Remuneration Committee are independent
Non-Executive Directors: Myself (as Chair) and Ms. Maria
Amparo Alban; along with SolGold Group Chair Mr. Liam
Twigger. The Remuneration Committee’s composition
provides a proper balance with dierent views, both from
ageographical and historical perspective.
The Committee has a mandate in the area of remuneration to
analyse, formulate and periodically review the remuneration
framework applicable to Directors and Senior Executives
and of designing new remuneration plans that enable the
Company to attract, retain and motivate the most outstanding
professionals, bringing their interests into line with the
strategic objectives of the Company. For this purpose, the
Remuneration Committee meets periodically, as convened by
its Chair. The Committee has been assisted by independent
remuneration advisers who provide advice, market trends
and benchmark data where appropriate. Internal departments
or independent third parties can also assist the Committee
to measure the level of achievement of the targets set in the
Annual Bonuses or Long-Term Incentives. The Committee has
had input into remuneration of other senior management to
ensure it aligns with the Executive Director’s remuneration.
As noted in the Remuneration Report, general pay across the
Group has increased relative to the Executive.
70 SOLGOLD PLC ANNUAL REPORT 2023
Key activities of the committee
The Committee’s overall objective this year has been to ensure
that the remuneration structure supports the delivery of the
Company’s long-term strategy, alignment with the interests of
shareholders while delivering market competitive remuneration
to employees, enabling SolGold to attract, incentivise and
retain the best talents. Specific activities have included:
• Providing background to the Board regarding the new
CEO’s remuneration
• Review and alignment of remuneration for newly appointed
Executive Committee members
• Review SolGold’s Directors’ Remuneration Policy, as
approved by Shareholders at the EGM on 30 June 2022
• Provide input to the Board on Share Incentives for
Employees
• Review and update SolGold’s employee incentive schemes
• Ongoing monitoring of market developments to ensure
our remuneration structure allows us to compete globally
for talent, and that our oering is compelling, fair and
responsible
Appointment of new CEO
Mr. Scott Caldwell was appointed interim CEO (following
the termination of Mr. Darryl Cuzzubbo), followed by his
permanent appointment on 17 March 2023. The Committee
carefully considered the terms of our new CEO’s remuneration
arrangements and exercised their discretion to advise the
Board on awarding Mr. Caldwell's remuneration package.
In designing a competitive remuneration package, the
Committee focused on current market benchmarks, and
took into account long-term incentive and performance
bonus opportunities subject to performance objectives to
ensure that it was appropriate to motivate and incentivise
Mr. Caldwell in line with the Company’s purpose and values
as well as the interests of the shareholders. It is noted
that the base remuneration for Mr. Caldwell is below what
would be considered ‘market’ for his role, and the incentive
plan developed for Mr. Caldwell aligns with his lower
baseremuneration.
Conclusion
Shareholders will be asked to approve the Annual
Remuneration Report as an ordinary resolution at the AGM
in December 2023. The resolution of the general meeting
on the Remuneration report is advisory. I hope that you find
this Report to be informative and our shareholders remain
supportive of our approach to executive and Director pay at
SolGold and vote in favour of the resolution.
The Committee welcomes all input on remuneration matters,
and if you have any comments or questions on any element of
the Remuneration Report, please do not hesitate to contact
me at info@solgold.com.au.
DAN VUJCIC
Chair – Remuneration Committee
28 September 2023
CORPORATE GOVERNANCE
71SOLGOLD PLC ANNUAL REPORT 2023
ANNUAL REPORT ON REMUNERATION
This report outlines how the SolGold Remuneration Policy will be implemented over the next financial year and provides details
regarding remuneration paid to the Executive Director during FY23. A copy of the Directors' Remuneration Policy can be found
on the Company’s website.
The current Directors' Remuneration Policy was part of the meeting materials at the EGM held on 30 June 2022. This policy
was approved with 69.2% support. A Remuneration policy shall be presented to the general meeting every three years unless
a revised policy is presented to the general meeting before that. The Board’s Remuneration Committee shall review the
appropriateness of the Policy at least annually.
The Remuneration Committee met 5 times during the year with all required Directors attending.
Remuneration policy alignment with the UK code
When determining executive remuneration policy, the Committee includes the following principles during their decision-
making process:
UK CODE PRINCIPLE APPLICATION
Clarity Targets for incentives that are aligned with the implementation of the strategy are monitored through
corporate and individual scorecards, which include a list of KPIs specific to each participant. This
provides clarity to stakeholders and shareholders on the association between the successful delivery
of the Company’s strategy and remuneration paid.
Simplicity The structure of incentive is clear to both participants and shareholders through simple and
straightforward language, so all stakeholders are clear on the underlying award principles and the
way award outcomes are determined.
Risk Malus and clawback provisions apply to all awards to ensure that inappropriate risk-taking is not
encouraged and will not be rewarded through employee incentives.
Predictability Employee incentive plans are subject to performance objectives as listed in the participants’ individual
and corporate scorecard. All Executive Management and Executive Directors are invited to participate
in the incentive plans at the beginning of each financial year with their scorecard KPIs.
Proportionality The Committee takes care to exercise its discretion to ensure that remuneration outcomes are aligned
with Company performance.
Alignment to
Culture
The Committee reviews overall pay and conditions for employees across the Company when
determining performance objectives and award outcomes. The individual and corporate scorecards
will include non-financial KPIs linked to the Company’s overall culture.
Directors’ remuneration
Single Total Figure of Remuneration – Audited
The detailed emoluments received by the Executive and Non-Executive Directors during the financial years ended 30 June
2023 and 30 June 2022 are detailed below:
TOTAL SALARY
AND FEES
US$
TAXABLE
BENEFITS
US$
PENSIONS
US$
TOTAL FIXED
REMUNERATION
US$
BONUS
US$
LONG TERM
INCENTIVE
AWARDS
US$
TOTAL
VARIABLE
REMUNERATION
US$
TOTAL
US$
Chair
Liam Twigger
2023 114,697 – 12,029 126,726 – – – 126,726
2022 118,931 – 11,893 130,824 – – – 130,824
Executive Director
Jason Ward
1
2023 – – – – – – – –
2022 334,653 – – 334,653 – – – 334,653
72 SOLGOLD PLC ANNUAL REPORT 2023
TOTAL SALARY
AND FEES
US$
TAXABLE
BENEFITS
US$
PENSIONS
US$
TOTAL FIXED
REMUNERATION
US$
BONUS
US$
LONG TERM
INCENTIVE
AWARDS
US$
TOTAL
VARIABLE
REMUNERATION
US$
TOTAL
US$
Non-Executive Directors
Keith Marshall
2
2023 9,636 – – 9,636 – – – 9,636
2022 46,617 – – 46,617 – – – 46,617
Nicholas Mather
2023 67,049 – – 67,049 – – – 67,049
2022 72,205 – – 72,205 – – – 72,205
Brian Moller
3
2023 – – – – – – – –
2022 33,255 – – 33,255 – – – 33,255
James Clare
2023 67,057 – – 67,057 – – – 67,057
2022 72,305 – – 72,305 – – – 72,305
Elodie Grant-Goodey
4
2023 38,538 – – 38,538 – – – 38,538
2022 85,965 – – 85,965 – – – 85,965
Kevin O’Kane
5
2023 34,909 – – 34,909 – – – 34,909
2022 79,331 – – 79,331 – – – 79,331
María Amparo Albán
2023 70,508 – – 70,508 – – – 70,508
2022 72,423 – – 72,423 – – – 72,423
Dan Vujcic
2023 46,664 – 4,262 50,926 – – – 50,926
2022 – – – – – – – –
Total
2023 449,058 – 16,291 465,349 – – – 465,349
2022 915,685 – 11,893 927,578 – – – 927,578
CORPORATE GOVERNANCE
73SOLGOLD PLC ANNUAL REPORT 2023
Directors’ remuneration continued
TOTAL SALARY
AND FEES
US$
TAXABLE
BENEFITS
US$
PENSIONS
US$
TOTAL FIXED
REMUNERATION
US$
BONUS
US$
LONG TERM
INCENTIVE
AWARDS
US$
TOTAL
VARIABLE
REMUNERATION
US$
TOTAL
US$
Chief Executive Ocer
Scott Caldwell
2023 125,000 – – 125,000 106,250 263,012 369,262 494,262
2022 – – – – – – – –
Darryl Cuzzubbo
2023 544,136 – 8,323 552,459 – 399,417 399,417 951,876
2022 514,261 – 10,951 525,212 638,528 – 638,528 1,163,740
Keith Marshall
1
2023 – – – – – – – –
2022 211,932 – – 211,932 117,982 – 117,982 329,914
Grand Total
2023 1,118,194 – 24,614 1,142,808 106,250 662,429 768,679 1,911,487
2022 1,641,878 – 22,844 1,664,722 756,510 756,510 2,421,232
1 Jason Ward resigned as Executive Director on 13 May 2022 and salary and fees includes total remuneration paid for the year ended 30 June 2022 as an
employee and Director.
2 Keith Marshall salary and fees includes total remuneration paid as interim CEO and Director.
3 Brian Moller was not re-elected to the board on 15 December 2021.
4 Elodie Grant Goodey resigned as a Non-Executive Director on 23 December 2022.
5 Kevin O’Kane resigned as a Non-Executive Director on 23 December 2022.
Share option schemes – Audited
On 30 June 2022, the shareholders approved two incentive plans for Directors, being the Long-Term Incentive Plan (LTIP) and
the Performance Bonus Plan (PBP). Under the terms of the LTIP, the following options have granted and their status as at 30
June 2023 is as follows:
BALANCE AT
30 JUNE 2022
GRANTED AS
REMUNERATION EXERCISED
FORFEITED /
LAPSED
BALANCE AT
30 JUNE 2023
EXERCISE
PRICE EXERCISE PERIOD
Darryl Cuzzubbo – 10,000,000 – 10,000,000 – 37p 01/07/22–1/12/27
Scott Caldwell – 30,000,000 – – 30,000,000 17p 17/03/26–17/03/33
Total – 40,000,000 – 10,000,000 30,000,000 – –
Payments to past Directors – Audited
Payments of US$336,612 where made to Jason Ward, previously an Executive Director of the Company in the year ended 30
June 2023. Payments of US$44,473 were made to Darryl Cuzzubbo, previously the Chief Executive Ocer of the Company in
the year ended 30 June 2023.
Payments for loss of oce – Audited
No payments were made for loss of oce in the year ended 30 June 2023.
ANNUAL REPORT ON REMUNERATION
CONTINUED
74 SOLGOLD PLC ANNUAL REPORT 2023
Statement of Directors' shareholding and share interest – Audited
Directors’ interests
The interests of the Directors in the shares of the Company, including family and trustee holdings where appropriate,
at 30 June 2023 were as follows:
BENEFICIAL NON-BENEFICIAL
30 JUNE 2023 30 JUNE 2022 30 JUNE 2023 30 JUNE 2022
Chair
Liam Twigger 392,156 392,156 – –
Non-Executive Directors
Nicholas Mather
*
84,266,052 84,266,052 5,480,658 6,060,658
María Amparo Albán 51,676 51,676 – –
James Clare 1,143,137 143,137 – –
Dan Vujcic – – – –
Former Directors
Keith Marshall – 98,039 – –
Elodie Grant Goodey – 19,607 – –
Kevin O’Kane – 392,156 – –
Jason Ward – 10,094,860 – –
Brian Moller 5,267, 552 – –
Darryl Cuzzubbo – – – –
Total 85,853,021 100,725,235 5,480,658 6,060,658
Chief Executive Ocer
Scott Caldwell 18,617,244 – – –
GRAND TOTAL 104,470,265 100,725,235 5,480,658 6,060,658
* The Non-Beneficial holding of Nicholas Mather are the shares held in the “Mather Foundation” a trust established for the purpose of providing donations to
charitable organisations.
The Mather Foundation, an organisation associated with Nicholas Mather, sold 600,000 shares in the 2023 financial year.
There are no requirements or restrictions on Directors to hold shares in the Company. The Directors’ Remuneration Policy does
outline guidelines that each Executive Director is to maintain a shareholding in the Company equivalent to 200% of base salary
to drive a long-term focus and alignment with shareholders.
Relationship between remuneration and Company performance (Unaudited)
During the financial year, the Company has generated losses as its principal activity was mineral exploration and
project development.
The following table show the share price at the end of the financial year for the Company for the past five years:
30 JUNE 2019 30 JUNE 2020 30 JUNE 2021 30 JUNE 2022 30 JUNE 2023
Share price at year end £0.3200 £0.2100 £0.2850 £0.2920 £0.1590
Loss per share (US cents) (1.8) (0.7) (1.1) (1.4) (2.8)
There were no dividends paid during the year ended 30 June 2023, and the previous five years.
CORPORATE GOVERNANCE
75SOLGOLD PLC ANNUAL REPORT 2023
Directors’ remuneration continued
10-year Total Shareholder Return (TSR)
The graph below shows SolGold’s TSR against the performance of the FTSE All Share Industrial Metals and Mining Index
(FAMETL) over the same 10-year period. The indices shown in the graph were chosen as they include companies within the
mining sector.
Remuneration of the Executive Director
The Company aims to reward the CEO with a level and mix of remuneration commensurate with their position and
responsibilities within the Company, and to:
• Demonstrate a clear relationship between individual performance and remuneration.
• Link rewards to the creation of value to shareholders.
• Comply with all relevant local, legal requirements.
Recruitment Inducement (Sign-on Bonus): Sign-on bonuses are payable based on Remuneration Committee discretion and
recommendations to the Board to a maximum of 100% of base salary.
More information can be found in the Directors’ Remuneration Policy.
Remuneration structure for the current CEO
Fixed Salary: The CEO receives an annual base salary of US$200,000, payable monthly, for the performance of executive
duties at the Company.
Short-Term Incentive: 50/100/150% (Threshold/Target/Stretch respectively of base salary US$200,000). Payable in 50% cash
and 50% shares in Company.
Long-Term Incentive: The maximum long-term incentive is up to 200% of base salary (currently US$200,000) in each financial
year (starting with the financial year beginning 1 July 2024).
ANNUAL REPORT ON REMUNERATION
CONTINUED
£1,200
£1,000
£800
£600
£400
£200
SOLG FAMETL
2013 202320222021202020192018
Years ended 30 June
2017201620152014
£0
Value of £100 invested over the 10-year period to 30 June 2023
76 SOLGOLD PLC ANNUAL REPORT 2023
Recruitment Inducement (Sign-on Bonus): A Sign-on Bonus of US$200,000 payable over the first 12 months of employment.
In addition, to secure his appointment and for retention purposes, Mr. Caldwell has been granted (on 17 March 2023) an
exceptional award of 30,000,000 options over ordinary shares in the Company, with an exercise price of £0.17 which will
vest and be exercisable subject to the below performance conditions:
AVERAGE SHARE PRICE
PERCENTAGE OF MAXIMUM NUMBER OF
SHARES SUBJECT TO OPTION THAT VEST
Below Threshold – Average daily price per Share is less than £0.25 pence
over three years from grant date
0%
Threshold – Average daily price per Share is equal to £0.25 pence over
three years from grant date
50%
Target – Average daily price per Share is equal to or higher than £0.35 pence
over three years from grant date
100%
CEO performance and outcomes
The performance assessment of the CEO considers overall Company performance against a scorecard with a further
qualitative and quantitative assessment of his individual contribution including consideration of risk management and
behavioural outcomes. Criteria against which the CEO will be assessed include, ESG targets, cost reductions, share price
performance and business development. The first period for consideration is 1 January 2023 until 1 January 2024 and as
such no determination has yet been made.
CEO total remuneration
EXECUTIVE OFFICER FINANCIAL YEAR
SINGLE TOTAL FIGURE OF
REMUNERATION, US$
ANNUAL BONUS (STI)
(% OF MAXIMUM)
LTIP
(% OF MAXIMUM)
Scott Caldwell 2023 234,005 0% –
Darryl Cuzzubbo
2023 951,876 –
2
–
2022 1,163,740 – –
Keith Marshall
2022 376,531 90% –
2021 212,145 – –
Nicholas Mather
2021 827, 381
*
– –
2020 400,162 – –
2019 539,422 100% 100%
1
2018 307,48 0 – 100%
1
2017 314,382 – –
2016 109,252 – –
2015 15,716 – –
Alan Martin
2015 268,756 – –
2014 312,370 – –
2013 37,168 – –
Malcom Norris 2013 338,090 – –
* This figure includes an AU$600,000 loss of oce payment.
1 Options granted at an exercise price of £0.60, which subsequently expired and were not converted.
2 Considering the terms of the termination of Darryl Cuzzubbo, the Board has determined that his bonus payment for the year ended 30 June 2023 is not payable.
CORPORATE GOVERNANCE
77SOLGOLD PLC ANNUAL REPORT 2023
Non-Executive Director fees
The Remuneration Committee conducts a regular benchmarking exercise to ascertain whether the fees for Non-Executive
Directors (NEDs) are competitive, fair and reasonable. The committee is informed by the external market when reviewing the
fee structure and levels for our Non-Executive Directors.
The Articles of Association state at clause 21 that Directors are entitled to receive a fee for their services. This aggregate
of fees cannot exceed £600,000 per annum unless the shareholders pass a resolution at the Annual General Meeting to
amend this. An individual Director may not be involved in determining their own remuneration but may, in their capacity as
a member of the Remuneration Committee, be involved in setting as a ‘benchmark’ the appropriate level of remuneration for
Directors generally.
Eective 1 January 2021, the Directors’ fee was modified to AU$100,000 (from AU$70,000), in line with similar companies. The
Chair receives an additional fee of AU$80,000 for the additional time commitment needed. Annual fees of AU$10,000 are also
paid to Directors who Chair the following committees:
• Audit & Risk Committee
• Environmental, Social and Governance (ESG) Committee
• Remuneration Committee
Other payments may include (and as outlined in the Articles of Association):
• Travel expenses in accordance with the Company’s travel policy
• Reimbursement of any taxable or other expenses incurred in performing their role as well as any related tax cost on
suchreimbursement
ANNUAL REPORT ON REMUNERATION
CONTINUED
Changes in Directors’ Remuneration
The table below sets out the percentage change in remuneration for the CEOs and Non-Executive Directors.
2023 2022 2021 2020
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
CEO
Scott Caldwell – – – – – – – – – – – –
Darryl Cuzzubbo 14% – – – – – – – – – – –
Keith Marshall
3
– – – 68% – 100% – – – – – –
Nicholas Mather
4
– – – (91%) – – 102% – – (6%) (100%) (100%)
Non-Executive Directors
Liam Twigger (21%) – – 28% – – 117% (100%) – – – –
Keith Marshall (79%) – – 190% – – – – – – – –
Nicholas Mather (22%) – – 276% – – – – – – – –
Elodie Grant Goodey
5
(53%) – – 20% – – – – – – – –
María Amparo Albán (20%) – – 53% – – – – – – – –
James Clare (22%) – – 17% – – 32% – – – – –
Kevin O’Kane
6
(56%) – – 55% – – – – – – – –
Brian Moller
1
(100%) – – (49%) – – (12%) – – (6%) (100%) –
Jason Ward
2
(100%) – – 10% – – (6%) – – 24% (100%) –
Robert Weinberg – – – (100%) – – (50%) – – (6%) (100%) –
1 Brian Moller was not re-elected to the Board on 15 December 2021. 2Jason Ward resigned as an Executive Director on 13 May 2022.
3 Keith Marshall resigned as a Non-Executive Director on 12 August 2022. 4Nicholas Mather resigned as CEO in 2021.
5 Elodie Grant Goodey resigned as a Non-Executive Director on 22 December 2022. 6Kevin O’Kane resigned as a Non-Executive Director on 22 December 2022.
78 SOLGOLD PLC ANNUAL REPORT 2023
The Company will reimburse the Director for all reasonable expenses properly, wholly, and necessarily incurred in the
performance of their duties on production of all relevant receipts.
Non-Executive Directors are not eligible to participate in the Company’s incentive program(s).
Pay Ratios Table
We have not included a CEO pay ratio in this report, as the Company has only one employee based in the UK, and any resulting
ratios would not be meaningful.
Relative importance of spend on pay
The table below shows the remuneration paid to all employees in the Group, including the Executive Director. The figures
have been calculated in accordance with the Group Accounting Policies and drawn from Note 5 and Note 13 in the Group's
Consolidated Annual Financial Statements.
2023
US$
2022
US$
DIFFERENCE IN SPEND
BETWEEN YEARS
DIFFERENCE IN SPEND
BETWEEN YEARS (%)
Total Employee Remuneration 22,882,467 27,1 61,319 -4,278,852 -16%
Expenditure of exploration and evaluation 43,420,485 66,294,083 -22,873,598 -35%
Changes in Directors’ Remuneration
The table below sets out the percentage change in remuneration for the CEOs and Non-Executive Directors.
2023 2022 2021 2020
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
BASE SALARY/
FEES % CHANGE
BENEFITS %
CHANGE STI % CHANGE
CEO
Scott Caldwell – – – – – – – – – – – –
Darryl Cuzzubbo 14% – – – – – – – – – – –
Keith Marshall
3
– – – 68% – 100% – – – – – –
Nicholas Mather
4
– – – (91%) – – 102% – – (6%) (100%) (100%)
Non-Executive Directors
Liam Twigger (21%) – – 28% – – 117% (100%) – – – –
Keith Marshall (79%) – – 190% – – – – – – – –
Nicholas Mather (22%) – – 276% – – – – – – – –
Elodie Grant Goodey
5
(53%) – – 20% – – – – – – – –
María Amparo Albán (20%) – – 53% – – – – – – – –
James Clare (22%) – – 17% – – 32% – – – – –
Kevin O’Kane
6
(56%) – – 55% – – – – – – – –
Brian Moller
1
(100%) – – (49%) – – (12%) – – (6%) (100%) –
Jason Ward
2
(100%) – – 10% – – (6%) – – 24% (100%) –
Robert Weinberg – – – (100%) – – (50%) – – (6%) (100%) –
1 Brian Moller was not re-elected to the Board on 15 December 2021. 2Jason Ward resigned as an Executive Director on 13 May 2022.
3 Keith Marshall resigned as a Non-Executive Director on 12 August 2022. 4Nicholas Mather resigned as CEO in 2021.
5 Elodie Grant Goodey resigned as a Non-Executive Director on 22 December 2022. 6Kevin O’Kane resigned as a Non-Executive Director on 22 December 2022.
CORPORATE GOVERNANCE
79SOLGOLD PLC ANNUAL REPORT 2023
Shareholder support for the Remuneration Policy and 2021 Directors’ Remuneration Committee Report
The Company received shareholder approval of its Remuneration Policy at the 2022 EGM on 30 June 2022 to cover a period of
three years. The policy applied from the date of approval. The Directors’ annual Remuneration Committee Report was put to an
advisory shareholder vote at the 2022 AGM of the Company on 22 December 2023. The table below shows full details of the
voting outcomes.
VOTES FOR VOTES AGAINST ABSTAIN
Remuneration Policy (at the 2022 EGM) 1,122,761,146 (69.24%) 498,769,699 (30.76%) 1,924,635
Remuneration report for the year ended
30 June 2022 (at the 2022 AGM) 1,703,343,678 (90.07%) 187,721,574 (9.93%) 878,024
The Board notes that the Remuneration Policy Resolution at the 2022 EGM received more than 20% of the vote against
the policy and has engaged with shareholders to address their concerns that resulted in this outcome. See above in the
Remuneration Report on pages 70 and 71 for details regarding shareholder feedback and responses.
Summary of Directors’ terms
NON-EXECUTIVE DIRECTOR APPOINTMENT DATE NOTICE PERIOD
Liam Twigger 17 June 2019 (Chair from 5 August 2020) 3 months’ notice
Nicholas Mather 11 May 2005 3 months’ notice
Elodie Grant Goodey 17 July 2020 3 months’ notice
Kevin O’Kane 21 October 2020 3 months’ notice
Keith Marshall 21 October 2020 3 months’ notice
María Amparo Albán 21 October 2020 3 months’ notice
James Clare 1 May 2018 3 months’ notice
Dan Vujcic 24 October 2022 3 months’ notice
EXECUTIVE DIRECTOR APPOINTMENT DATE NOTICE PERIOD
Scott Caldwell 10 November 2022 (Non-Executive from
24 October 2022 until appointment as CEO)
12 months’ notice
Notice periods in a Director’s contract may be paid out in lieu of notice.
Copies of the Director’s service contract are available for inspection at the Company’s Registered Oce.
ANNUAL REPORT ON REMUNERATION
CONTINUED
80 SOLGOLD PLC ANNUAL REPORT 2023
Directors' Remuneration Policy
Statement of implementation of remuneration policy
The 2022 Remuneration Policy is designed to enable SolGold to attract, motivate and retain qualified industry professionals
in order to define and achieve our strategic goals. The policy acknowledges the internal and external context as well as our
business needs and long-term strategy. The policy encourages behaviour that is focused on long-term value creation and the
long-term interests and sustainability of SolGold, while adopting the highest standards of good corporate governance.
The Remuneration Committee notes that changes are planned to be made to the 2022 Remuneration Policy in order to
improve the ability to attract, motivate and retain qualified industry professionals with incentives consistent with industry
standards, reflect the Company's performance, and aim to drive success for all stakeholders. In particular, it is intended that
changes will be sought at the upcoming AGM in order to amend the policy so that any equity-based remuneration will vest
automatically on a change of control of the Company.
Executive remuneration policy table
The 2022 Remuneration Policy for the Executive Director is based on the following key principles:
• A significant proportion of remuneration should be tied to the achievement of specific performance conditions that align
remuneration with the creation of shareholder value and the delivery of the Company’s strategic plans
• There should be a focus on sustained long-term performance, with performance measured over clearly specified timescales,
encouraging executives to take action in line with the Company’s strategic plan, using good business management
principles and taking well considered risks
• Executive remuneration should support the values and culture of the Group. Pay should be simple and easy to understand,
with all aspects clear and openly communicated to stakeholders and with alignment with pay philosophies across the Group
The Remuneration Policy table below is an extract of the Group’s 2022 Remuneration Policy and sets out the principles for
the Executive Director’s remuneration. The 2022 Remuneration Policy is also used as a guideline for the remuneration of the
Executive Management.
Further detail on the variable remuneration elements - Short and Long-Term Incentive can be found below the table.
COMPONENT LINK TO COMPANY STRATEGY POLICY SUMMARY
Base Salary To attract, retain and motivate the Company’s
Executive Director(s), and reward the position-
holder’s ability to carry out the responsibilities
of the role.
Base salary and statutory required superannuation/
pension obligations.
Paid in cash or a portion of base salary in shares of
the Company. The share price value is determined
by the average of the closing prices for a number of
dealing days within a period not exceeding 30 days
immediately before that date, as determined by the
Remuneration Committee.
There is no supplementary pension or retirement plan.
Benefits Benefits are oered to complement base
salary to attract and retain Executive Directors.
Certain allowances, which may include a lump sum
relocation allowance, medical insurance, the use of
a Company car, personal security, and legal fees
(subject to restrictions).
Annual Bonus
/ Short-Term
Incentive (‘STI’)
To incentivise participants to focus on
outcomes that are a strategic target for
the Company in the financial year and
commitment to operating responsibly.
The STI reflects performance during the
financial year, the STI measures outcomes
are within Director’s control.
The amount of STI payable will be based upon the
percentage STI opportunity indicated in the
employee’s contract of employment (and not
exceeding the percentage stated in this table). STI
will be paid as a lump sum, in cash, or as an allocation
of shares at the discretion of the Remuneration
Committee (shares immediately vest).
REMUNERATION-AT-A-GLANCE
CORPORATE GOVERNANCE
81SOLGOLD PLC ANNUAL REPORT 2023
Executive remuneration policy table continued
COMPONENT LINK TO COMPANY STRATEGY POLICY SUMMARY
Long-Term
Incentive Plan
(‘LTIP’)
To directly incentivise sustained shareholder
value through delivery of long-term
performance objectives and to retain high
calibre executive Directors by providing an
attractive equity-based incentive that builds
an ownership mindset.
Oers to join a LTIP are made annually, in the form
of shares, options, or in exceptional circumstances,
cash. LTIP payments have a performance and vesting
period of at least 3 years, subject to the meeting of
objective performance conditions and continued
employment.
Short-term incentive plan (STI) implementation
The Remuneration Committee believes that a simple and transparent scheme for the annual bonus/STI, with suciently
stretching targets, ensures that the Executive Directors and Executive Management are focused on the delivery of sustainable
business performance. The Performance Bonus Plan (“PBP”) was approved by Shareholders on 30 June 2022. The PBP is
a discretionary plan that provides for the grant of performance bonus awards to both Executive Directors and Executive
Management of the Group in order to retain and motivate them. Awards can be paid in the form of cash or shares, or a
combination of both where performance objectives in both the individual and corporate scorecards are reached.
The Corporate and Individual Scorecard (“Scorecard”), as recommended by management, endorsed by the Remuneration
Committee, and approved by the Board, determines the specific Key Performance Indicators (“KPI”) that the participant must
achieve over a period of 12 months to receive an award. The annual performance cycle is 1 July to 30 June. The Scorecards
include a balanced range of measures that consider both financial and non-financial KPIs within the Health & Safety, Value
Creation and ESG categories.
The Remuneration Committee ensures and has ensured that the incentive structure for senior management does not raise ESG
risks by inadvertently motivating irresponsible behaviour.
The Board is provided with the discretion to modify the STI outcomes in extenuating circumstances.
Achievement and performance against each participant's Scorecard is assessed annually as part of the Company’s broader
performance review process. As soon as practicable after the Company’s financial results becoming available following the end
of each Performance Period, the Board shall:
1) review the Group’s, and, if applicable, any relevant Group Company’s performance and the Participant’s performance during
the Performance Period and determine whether and to what extent the Performance Conditions have been satisfied;
2) determine the total value of the Bonus Award payable to each Participant;
3) if any proportion of the total value of the Bonus Award is to be paid in cash, determine the amount of the Cash Award; and
4) if any proportion of the total value of the Bonus Award is to be settled in Bonus Shares, determine the number of Bonus
Shares by reference to the Market Value on the date of determination.
Long-term incentive plan (LTIP) implementation
The Remuneration Committee believes in setting demanding objectives, which reward progressive growth, in order to
incentivise and encourage long-term growth and enhance shareholder value.
The Long-Term Incentive Plan (LTIP) is operated in conjunction with the Long-Term Incentive Plan Rules (LTIP Rules) approved
by Shareholders on 30 June 2022. Performance conditions, including non-financial metrics, are relevant, stretching and
designed to promote the long-term success of the Company. The LTIP’s purpose is to encourage employee retention and to
incentivise the creation of long-term value for shareholders by the Executive Director and Executive Management.
The LTIP opportunity level reflects the capacity of the participant to influence long-term sustainable growth and performance.
The Directors' Remuneration Report has been approved by the Board and signed on behalf of the Board by:
DAN VUJCIC
Director
Remuneration Committee Chair
REMUNERATION-AT-A-GLANCE
CONTINUED
82 SOLGOLD PLC ANNUAL REPORT 2023
DIRECTORS’ REPORT
The Directors present the Annual Report of SolGold plc
together with the audited financial statements for the year
ended 30 June 2023.
In accordance with section 415 of the Companies Act 2006
(UK), the Directors present their report which incorporates the
management report required under the Disclosure Guidance
and Transparency Rules sourcebook (“DTRs”) of the United
Kingdom’s Financial Conduct Authority, for listed companies
and the audited accounts for the year ended 30 June 2023
asset out on pages 96 to 153.
Principal activities
Review of business
A review of the current and future development of the Group’s
business is given in the Strategic Report on pages 6 to 45
which forms part of, and by reference is incorporated in,
thisDirectors’ Report.
Financial risk management has been assessed within Note
24 to the financial statements which forms part of, and by
reference is incorporated in, this Directors’ Report.
Results and dividends
The Directors do not recommend the payment of a
dividend (2022: nil). The results for the year are set out
in the consolidated financial statements for the year ended
30 June 2023.
Share capital
Details of the issued share capital of the Company,
including details of ordinary shares issued during the year,
those acquired by the Company under Section 659 of the
Companies Act 2006 and cancelled under Section 662
of the Companies Act 2006 is set out in Note 18 of the
financial statements which forms part of, and by reference
isincorporated in, this Directors’ Report.
As at the date of this report, the Company’s issued share
capital consisted of 3,001,106,975 ordinary shares of £0.01
each. The Company does not hold any shares in Treasury.
The Company has one class of ordinary share, with the rights
set out in the Articles of Association. All issued shares are
fully paid, and each share has the right to one vote at the
Company’s general meeting. There are no specific restrictions
either on the size of a holding or on the transfer of shares,
which are both governed by our Articles of Association. There
are no special rights attached to the control of the Company
or special rights attached to shares under any employee
share scheme. A fully owned subsidiary of the Company
holds 157,141,000 shares in the Company. These shares were
acquired as part of the acquisition of Cornerstone Capital
Resources Inc. They are available to be sold by the Company
in its full discretion.
The Directors may only issue shares to the extent authorised
by the shareholders in a general meeting, unless an
exemptionapplies.
Details of the Company’s Employee Incentive Plans, including
the Incentive Plans recently approved by shareholders at the
General Meeting on 30 June 2022 and by the Directors on
17 March 2023, are set out in Note 23. No votes are cast in
respect of the options under the Incentive Plans until such
time the options are converted to shares. No person has any
special rights of control over the Company’s share capital and
all issued shares are fully paid. At 30 June 2023, there were
42,000,000 options outstanding for the issue of ordinary
shares under the current and superseded employee incentive
plans. In addition at 30 June 2023, there were 53,028,125
options outstanding for the issue of ordinary shares outside of
current and superseded employee incentive plans.
The current power to allot shares was granted by shareholder
resolution at the 2022 AGM and a new authority will be
sought at the 2023 AGM within the limits set out in the notice
of meeting for the 2023 AGM.
CORPORATE GOVERNANCE
83SOLGOLD PLC ANNUAL REPORT 2023
DIRECTORS’ REPORT CONTINUED
Directors and Directors’ interests
The Directors of the Company who held oce during the year were as follows:
APPOINTED RESIGNED TERMINATED
Liam Twigger 17 June 2019
Darryl Cuzzubbo 16 November 2021 10 November 2022
Elodie Grant Goodey 17 July 2020 22 December 2022
María Alban Ampáro 21 October 2020
Kevin O’Kane 21 October 2020 22 December 2022
Keith Marshall 21 October 2020 12 August 2022
Nicholas Mather 11 May 2005
James Clare 1 May 2018
Scott Caldwell 24 October 2022
Slobodan (Dan) Vujcic 24 October 2022
Further details about the current Directors and their roles
within the Company are available in the Directors’ biographies
on pages 54 to 55. Details of the remuneration of the
Directors, and their interests in the shares of the Company are
contained in the Annual Report on Remuneration on pages
72 to 80.
The Board has the power at any time to elect any person to be
a Director, but the number of Directors must not exceed the
maximum number determined by the Articles of Association.
The Board will continue to regularly review and monitor its
composition and performance having regard to the evolving
complexity of the Company’s activities and operations and
make changes as appropriate. Under the Company’s Articles
of Association, each Director submits himself or herself for
re-election by shareholders at least every three (3) years.
However, all Directors intend to stand for re-election at the
2023 AGM to be held later this year in accordance with the
Board’s decision to voluntary comply with the Code.
Directors’ interests
Before each Board meeting, all Directors are to disclose
whether they hold any interests in any matters to be reviewed
at the Board meeting. The Company Secretary is notified
promptly of any changes to those reported interests.
Information on Directors’ interests in shares of the Company is
set out in the Annual Report on Remuneration on page 75.
Directors’ indemnity
The Company has maintained Directors’ and Ocers’
insurance during the year. Such provisions remain in force at
the date of this report.
The Company has entered into deeds of indemnity with each
of the Directors and which were in force as at the date of this
Directors’ Report.
Substantial shareholding
At 30 June 2023, the Company has been notified or is aware
of the following interests in the Shares of the Company of 3%
or more of the Company’s total issued share capital.
NAME NUMBER
% OF
ISC
BHP Billiton Holdings Limited 310,965,736 10.36
Newcrest International Pty Ltd 309,309,996 10.31
DGR Global Ltd 204,151,800 6.80
Jiangxi Copper (Hong Kong)
Investment Company Limited 180,753,608 6.02
SolGold Canada Inc. 157,141,000 5.24
Maxit Capital LP 153,366,663 5.11
Tenstar Trading Limited 107,877,393 3.59
Norges Bank Investment
Management 91,526,468 3.05
84 SOLGOLD PLC ANNUAL REPORT 2023
Corporate governance
The Governance Report can be found on pages 49 to 53 for a
description of the Company’s Corporate Governance structure
and policies. The Board has made a concerted eort to ensure
the Company’s governance practices and policies are current
and implemented within the business of the Company. The
Governance Report forms part of this Directors’ Report and is
incorporated by cross reference.
Whistle-blower reports
The Company's Whistleblowing Policy is available on
the Company’s website and all reports are individually
investigated both internally and, in some instances,
completing an external third-party investigation. The
introduction of the whistle-blower hotline allows both
employees and stakeholders to raise concerns with a
guarantee that the matter will be investigated.
Equal opportunities/employees with disabilities
SolGold values diversity and aims to make the best use
of everyone’s skills and abilities. We have given full and
fair consideration to applications for employment by the
Company made by disabled persons, having regard to their
particular aptitudes and abilities.
If any employees of the Company become disabled while they
work for us, where possible, we will retrain employees who
become disabled and adjust their working environment, so
they can maximise their potential.
Employees
Employees receive regular briefings and updates via
internal communications concerning specific events, and
announcements and presentations by the CEO to inform
them of the performance of the business and issues aecting
the business. Communications are tailored to location and
delivered in the local language.
Branches
For purposes of Chapter 3 of the Companies Act 2006 (UK),
the Company is headquartered in Australia.
Financial instruments
The Company does not undertake financial instrument
transactions that are speculative or unrelated to the
Company’s or Group’s activities. The Group’s financial
instruments consist of deposits with banks, accounts payable,
other financial liabilities in the form of the Franco-Nevada NSR
Financing Agreement and Osisko NSR Financing Agreement,
and derivative liabilities associated with the option issued
to BHP in December 2019. The loans provided to employees
under the Company Funded Loan Plan (“CFLP”) will expire by
21 December 2023 if not repaid earlier, see Note 14. In addition
to the Group’s financial instruments, the Company’s financial
instruments also include its loans to subsidiaries. Further
details of financial risk management objectives and policies,
and exposure of the Company to financial risks are provided
in Note 24 in the financial statements.
Political donations
No political donations (including to non-UK political parties)
were made during the year.
Going concern
Information on the business environment in which SolGold
operates is included in the Strategic Report. The financial
statements have been prepared on a going concern basis
which contemplates the continuity of normal business
activities and the realisation of assets and discharge of
liabilities in the ordinary course of business. The Company has
not generated revenues from operations, and in common with
many exploration companies, the Company raises capital for
its exploration and appraisal activities in discrete tranches. As
such, the ability of the Group to continue as a going concern
depends on its ability to secure additional financing. While
this situation gives rise to a material uncertainty and there can
be no assurance the Company will be able to raise required
financing in the future, the Directors consider it appropriate
to prepare the financial statements on a going concern basis
given the Group’s historical ability to raise necessary funding
(refer Note 1(b)(ii)).
Further details of the Company’s cash balances and
borrowings are included in Notes 17 and 21 in the Financial
Statements from pages 136 and 139.
CORPORATE GOVERNANCE
85SOLGOLD PLC ANNUAL REPORT 2023
Performance in relation to
environmental regulation
Carbon reporting
Streamlined Energy and Carbon Reporting (“SECR”)
regulations came into eect on 1 April 2019. The Company must
report energy consumption and resultant carbon emissions
as well as a suitable intensity ratio in its Directors’ Report. The
Company applies the practice of “reduce, reuse and recycle”
and is considerate of the resources used as well as the direct
and indirect impact our operations may have.
Methodology
The methodology used for the calculation of emissions
was the Greenhouse Gas (“GHG”) Protocol Corporate
Accounting and Reporting Standard (revised edition to
2015). The standard covers the accounting and reporting
of seven greenhouse gases: carbon dioxide (CO
2
), methane
(CH
4
), nitrous oxide (N
2
O), hydrofluorocarbons (HFCs),
perfluorocarbons (PCFs), sulphur hexafluoride (SF
6
) and
nitrogen trifluoride (NF
3
), and it covers the Company’s
operational boundaries.
Scope 1 emissions from direct activities of the operation,
included: 1) the use of vehicles owned by the Company for
transportation of machinery, material and personnel, operation
of machinery for perforation, the use of generators for
electricity in the camps, Liquefied Petroleum Gas (“LPG”) in
camps, composting activities and the treatment of wastewater
from the camps and water used for drilling operations.
Methane calculations were made separately for both
wastewater sources, and N
2
O generation was only calculated
for wastewater from camps. These calculations were made
using GHG Protocol for Cities (“GPC”) methodology.
Scope 2 emissions from activities of the operation associated
with the consumption and purchase of electricity from the
grid for the camps.
Reported annual emissions are presented in tons of carbon
dioxide equivalent CO
2
eq. Regarding the emissions factors,
for energy and fuel, the updated emissions factors provided
by the Government of Ecuador were used and the IPCC
emissions factors were used for the waste sector.
A third party consultant, Felipe Castillo, produced SolGold’s
emission reports. The Company reported on all of the
emission sources required under the Companies Act 2006.
Intensity ratio
In order to express the GHG emissions in relation to a
quantifiable factor associated with the Company’s activities,
drilling metres were chosen as a normalisation factor. This will
allow comparison of the Company’s performance over time, as
well as with other companies in the sector.
For the year ended 30 June 2023, the intensity ratio for the
Cascabel and regional exploration operations was 0.11mtCO
2
e/metre drilled (2022: 0.08mtCO
2
e/metre drilled).
For further details on the Company’s emissions report and
details refer to page 39.
Currency
The functional currency of the subsidiaries in Australia is
considered to be Australian Dollars (AU$). The functional
currency of the subsidiaries in Solomon Islands is considered
to be Solomon Islands Dollars (SBD). The functional
currency of the subsidiaries in Ecuador is considered to be
United States Dollars (US$). The functional currency of the
subsidiaries in Canada is considered to be Canadian Dollars
(CAD). The functional currency of the subsidiaries in Chile
is considered to be Chilean Peso (CLP). The presentational
currency of the Company and the Group is United States
Dollars and all amounts presented in the Directors’ Report
andfinancial statements are presented in United States
Dollars unless otherwise indicated.
Takeover
There are no significant agreements that take eect, alter or
terminate on change of control of the Company following a
takeover. Certain employees may receive compensation on
a change of control of the Company following a takeover,
subject to the discretion of the Board regarding their
Employee Share Incentive Plans.
Furthermore, under the Directors' Remuneration Policy
approved on 30 June 2023, Directors are not provided with
compensation for loss of oce or employment that occurs
because of a takeover bid.
DIRECTORS’ REPORT CONTINUED
86 SOLGOLD PLC ANNUAL REPORT 2023
Related party transactions
Details of related party transactions for the Group and
Company are given in Note 26. Key management personnel
remuneration disclosures are given in Note 5.
Subsequent events
Details of significant events since the balance sheet date are
contained in Note 5 to the financial statements. The Directors
are not aware of any other significant changes in the state
of aairs of the Group or events after the reporting date
that would have a material impact on the consolidated or
Company financial statements.
Section 172 statement
A statement of how the Board has performed in its duties
under section 172 of the Companies Act 2006 (UK) can be
found on pages 30 to 33 of the Strategic Report.
In accordance with the Companies Act 2006 (UK), other
section 172 considerations have been reported in other
sections of the Annual Report and are included in this
Directors’ Report by reference in the details of stakeholder
engagement (page 59).
A separate communication will be sent to shareholders and
published on the Company’s website regarding the Company’s
2023 AGM, which is likely to be held by December.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on the
Company’s website. Financial statements are published on
the Company’s website in accordance with legislation in the
United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Articles of association
The Company’s amended Articles of Association were
adopted by shareholders at the Company’s EGM held on
30June 2022. Any amendment to the Articles requires the
approval of shareholders by a special resolution at a general
meeting of the Company.
Disclosure of audit information
In the case of each person who is a Director of the Company
at the date when this report is approved confirms that, so
far as they are individually aware, there is no relevant audit
information of which the Company’s auditors are unaware,
and that each Director has taken all the steps that they ought
to have taken as a Director to make themselves aware of any
relevant audit information and to establish that the Company’s
auditors are aware of the information.
The Group’s Auditors, PricewaterhouseCoopers LLP,
have indicated their willingness to continue in oce and,
on the recommendation of the Audit Committee and in
accordance with section 489 of the Act, a resolution for
their reappointment will be put to the 2023 AGM.
On behalf of the Board
STEVEN WOOD AND JAMES DOYLE
Joint Company Secretaries
Level 27, 111 Eagle Street
Brisbane QLD 4000
Australia
28 September 2023
CORPORATE GOVERNANCE
87SOLGOLD PLC ANNUAL REPORT 2023
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group and the Company financial
statements in accordance with UK-adopted international
accounting standards. In preparing the Group and Company
financial statements, the Directors have also elected to
comply with International Financial Reporting Standards
issued by the International Accounting Standards Board
(IFRSs as issued by IASB).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and
fair view of the state of aairs of the Group and Company and
of the profit or loss of the Group for that period. In preparing
the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently
• state whether applicable UK-adopted international
accounting standards and IFRSs issued by IASB have been
followed, subject to any material departures disclosed and
explained in the financial statements
• make judgements and accounting estimates that are
reasonable and prudent
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
and Company will continue in business
The Directors are responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sucient to show and explain
the Group’s and Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the
financial statements and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may dier from legislation in other
jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed
in Annual Report and the financial statements confirm that, to
the best of their knowledge:
• the Group and Company financial statements, which
have been prepared in accordance with UK-adopted
international accounting standards and IFRSs issued by
IASB, give a true and fair view of the assets, liabilities and
financial position of the Group and Company, and of the
loss of the Group
• the Annual Report and the financial statements include
a fair review of the development and performance of the
business and the position of the Group and Company,
together with a description of the principal risks and
uncertainties that it faces
Board Approval 28 September 2023
By order of the Board,
LIAM TWIGGER
Chair
SolGold plc
28 September 2023
DIRECTORS’ RESPONSIBILITY STATEMENT
88 SOLGOLD PLC ANNUAL REPORT 2023
CORPORATE GOVERNANCE
89SOLGOLD PLC ANNUAL REPORT 2023
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF SOLGOLD PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, SolGold plc’s Group financial statements and Company financial statements (the “financial statements”):
• give a true and fair view of the state of the Group’s and of the Company’s aairs as at 30 June 2023 and of the Group’s loss
and the Group’s and Company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance
with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report 2023 (the “Annual Report”), which comprise: the
Consolidated and Company Statements of Financial Position as at 30 June 2023; the Consolidated Statement of Profit or Loss
and Other Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and the Consolidated
and Company Statements of Cash Flows for the year then ended; and the notes to the financial statements, which include a
description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
SEPARATE OPINION IN RELATION TO IFRSs AS ISSUED BY THE IASB
As explained in note 1 to the financial statements, the Group and Company, in addition to applying UK-adopted international
accounting standards, have also applied international financial reporting standards (IFRSs) as issued by the International
Accounting Standards Board (IASB).
In our opinion, the Group and Company financial statements have been properly prepared in accordance with IFRSs as issued
by the IASB.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
Other than those disclosed in Note 3, we have provided no non-audit services to the Company or its controlled undertakings in
the period under audit.
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure
made in note 1 to the financial statements concerning the Group’s and the Company’s ability to continue as a going concern.
The Group has not generated revenues from operations and management’s cashflow forecasts show that the Group and
the Company need to secure additional funding to continue their exploration and development programme and in order to
continue to meet their obligations and liabilities as they fall due. Management is currently exploring options for obtaining
this additional funding, as outlined in note 1, but no firm commitments have been received at the date of approval of these
financial statements. These conditions, along with the other matters explained in note 1 to the financial statements, indicate the
existence of a material uncertainty which may cast significant doubt about the Group’s and the Company’s ability to continue
as a going concern. The financial statements do not include the adjustments that would result if the Group and the Company
were unable to continue as a going concern.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
90 SOLGOLD PLC ANNUAL REPORT 2023
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining and reviewing the Group’s board-approved cashflow forecasts for the going concern period covering 15
months to 31 December 2024, including both the base case and severe but plausible downside scenarios, challenging and
evaluating management’s assumptions used and verifying that these assumptions are consistent with our knowledge and
understanding of the business;
• Assessing the reasonableness of management’s assessment, evaluating the assumptions used, and assessing management’s
ability to take mitigating actions, including securing additional funding, delaying exploration expenditure, reducing costs
and verifying that the Group is able to meet its exploration and working capital commitments within the going concern
period under this scenario;
• Discussions with management around their plans for securing the additional funding;
• Testing the cashflow forecast model for mathematical accuracy; and
• Assessing the completeness and adequacy of management’s going concern disclosures provided in note 1 to the financial
statements.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, other than the material
uncertainty identified in note 1 to the financial statements, we have nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting, or in respect of the Directors’ identification in the financial statements of any other material
uncertainties to the Group’s and the Company’s ability to continue to do so over a period of at least twelve months from the
date of approval of the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
OUR AUDIT APPROACH
Context
This is our second year as external auditors of the Group. We performed audit procedures in advance of the year-end,
together with our component audit teams, the objective of which was to enable early consideration of as many key accounting
judgements as possible and to identify any specific areas where additional audit attention might be required at the year-
end. Our response to management’s discovery of the misappropriation of funds in Ecuador, identified in the prior year, also
influenced the determination of our final 2023 Group audit scope.
Overview
Audit scope
• The Group’s assets and operations are primarily located in Ecuador. We conducted a full scope audit over three
components of the Group, namely Exploraciones Novomining S.A. (“ENSA”), SolGold Ecuador S.A. and the Company,
SolGold plc. In addition, we performed specified procedures over four other components: SolGold Finance AG, Green
Rock Resources GRR S.A., Carnegie Ridge Resources S.A. and Cruz del Sol CSSA S.A.
• Financial reporting is undertaken for the consolidated Group at the head oce in Brisbane, Australia and in Toronto,
Canada. Our scope enabled us to obtain 97% coverage of the Group’s consolidated total assets and 92% coverage of the
Group’s consolidated loss before tax.
Key audit matters
• Material uncertainty related to going concern (Group) – refer to Material uncertainty related to Going Concern section above.
• Carrying value of intangible assets (Group).
• Acquisition of Cornerstone Capital Resources Inc (Group).
• Carrying value of Investments in Subsidiaries and Intercompany Loans with Subsidiaries (Company).
Materiality
• Overall Group materiality: US$4.8 million (Prior year: US$4.3 million) based on 1% of Total Assets.
• Overall Company materiality: US$3.9 million (Prior year: US$3.7 million) based on 1% of Total Assets.
• Performance materiality: US$2.4 million (Prior year: US$2.1 million) (Group) and US$1.9 million
(Prior year: US$1.9 million) (Company).
FINANCIAL STATEMENTS
91SOLGOLD PLC ANNUAL REPORT 2023
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF SOLGOLD PLC CONTINUED
OUR AUDIT APPROACH CONTINUED
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those which had the greatest eect on: the overall audit strategy;
the allocation of resources in the audit; and directing the eorts of the engagement team. These matters, and any comments
we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to going concern, described in the Material uncertainty related to Going Concern section above, we determined the
matters described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks
identified by our audit.
Acquisition of Cornerstone Capital Resources Inc (Group) is a new key audit matter this year. Misappropriation of funds
(Group), which was a key audit matter last year, is no longer included because of the identified historical frauds no longer
being a focus area as no further fraudulent expenses were identified this year. Otherwise, the key audit matters below are
consistent with last year.
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Carrying value of intangible assets (Group)
As at 30 June 2023, the Group has intangible assets of
US$411.4 million, relating to deferred exploration costs.
Under IAS 36, ‘Impairment of Assets’, management is
required to undertake an impairment assessment of the
carrying value of the Group’s intangible assets and other
non-financial assets where indicators of impairment are
identified. While IAS 36 applies to the accounting for the
impairment of Exploration and Evaluation assets (“E&E”),
IFRS 6 “Exploration for and Evaluation of Mineral Resources”
modifies the requirements in IAS 36 with respect to:
• the indications of impairment; and
• the level at which impairment is tested.
At 30 June 2023, management’s impairment trigger
assessment considered factors such as:
• whether the period for which the entity has the right
to explore in the specific area has expired during the
period or will expire in the near future and is not expected
to be renewed;
• whether substantive expenditure on further exploration
for, and evaluation of, mineral resources in the specific
area is neither budgeted nor planned;
• whether exploration for, and evaluation of, mineral
resources in the specific area have not led to the discovery
of commercially viable quantities of mineral resources and
the entity has decided to discontinue such activities in the
specific area; and whether sucient data exists to indicate
that, although a development in the specific area is likely
to proceed, the carrying amount of the E&E asset is
unlikely to be recovered in full by successful development
or by sale.
We evaluated management’s assessment of potential
indicators of impairment and impairment reversal of the
intangible assets, being the deferred exploration costs.
We undertook the following procedures in our evaluation of
management’s impairment indicator assessment:
• Obtained management’s committed exploration spend,
the timing thereof and the legality implications of not
meeting the committed spend in the agreed term,
supporting their assessment of indicators of impairment,
along with their plans for future expenditure to meet
minimum licence requirements;
• Assessed whether the Group has retained the right of
tenure for all its exploration licence areas by obtaining
licence status records from relevant state government
online databases, verification of licence status to
supporting documentation and through discussion with
external lawyers, in order to confirm legal title;
• Obtained management’s assessment of the viability of the
future economic benefits of the concessions in each region.
As a result of our work, we determined that the impairment
charges recorded are appropriate, that no other indicators
of impairment were identified for the remaining intangible
assets and that adequate disclosures have been made in the
financial statements.
We evaluated management’s reversal of impairment
assessment and as a result of our work, we determined
that the impairment reversal recorded is appropriate and
that adequate disclosures have been made in the financial
statements.
92 SOLGOLD PLC ANNUAL REPORT 2023
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Carrying value of intangible assets (Group) continued
As a result of their impairment assessment, management has
recognised an impairment of US$1.06 million which reflects
the Board’s decision to relinquish 3 concessions held in
the Solomon Islands. The impairment of these concessions
reflects the expiry of the underlying licences.
Management did not identify any other impairments relating
to the other intangible assets.
As part of the impairment trigger review, management
identified 10 concessions that had been impaired in the
prior year based on the Board’s strategy at that time.
However, under the Board’s current, revised strategy,
these concessions have been re-assessed and it has
been determined that these concessions have value to
the Company; and accordingly the licences have been
maintained. The reversal of the impairment of the nine
properties equated to US$3.78 million.
Impairment assessments require significant judgement and
there is a risk that the carrying value of the assets may not
be supported by their recoverable amount. As such this was
a key area of focus for our audit due to the material nature of
intangible assets, the significant judgement involved and the
fact that there were changes to the Board’s strategy during
the financial year.
Acquisition of Cornerstone Capital Resources Inc (Group)
As disclosed in Note 28 of the financial statements, during
the year the Group acquired all of the remaining issued share
capital of Cornerstone Capital Resources Inc (“Cornerstone”)
through an issue of 85 million new SolGold shares to the
shareholders of Cornerstone.
The transaction is considered to be a business combination
under IFRS 3. Accounting for business combinations is
complex and involves judgement in the determination of
the fair value of consideration paid and payable, and the
assessment of the fair value of assets and liabilities acquired
and the elements of consideration relating to pre-existing
relationships.
Management engaged external accounting experts to
assess the transaction and concluded that there were
multiple transactions taking place concurrently alongside
the acquisition that were required to be separated from
the IFRS 3 acquisition. These included the purchase of the
marketable securities held by Cornerstone in SolGold (the
own shares), the purchase of the long-term investment
held by Cornerstone (representative of 15% of the value of
ENSA), which was considered to be a purchase of the non-
controlling interest, and the step acquisition of the remaining
Cornerstone assets and liabilities.
Given the significance of the transaction and the complexity
around the associated judgements and estimates, this is a
key audit matter.
We obtained and read the assessment of the acquisition of
Cornerstone, and the accounting implications, performed by
management’s experts and considered the assessment to be
consistent with IFRS 3.
We obtained, read and understood the sale and purchase
agreements to gain an understanding of the assets acquired,
liabilities assumed and the overall nature of the transaction.
We obtained management’s calculations of the consideration
paid and the replacement option elements, and we assessed
the appropriateness of the calculations.
We evaluated management’s judgement on whether this
was a single transaction or whether it contained multiple
elements. We note that the purchase of the own shares and
of the non-controlling interest are not transactions which are
included in the scope of IFRS 3. On this basis, we consider
management’s conclusion that these transactions were not in
the scope of IFRS 3 to be reasonable.
For the assets and liabilities acquired, we reviewed the
working papers of Cornerstone’s auditors. There were no
matters arising.
Based on our audit procedures performed, we consider the
accounting for the acquisition and the related valuation of
theassets acquired, and liabilities assumed, to be reasonable.
Wealso reviewed the related disclosures in the notes to
thefinancial statements for compliance with accounting
standards and consistency with the results of our work,
withno matters arising.
FINANCIAL STATEMENTS
93SOLGOLD PLC ANNUAL REPORT 2023
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Carrying value of Investments in Subsidiaries and Intercompany Loans with Subsidiaries (Company)
Refer to Note 9 (Investment in subsidiaries), Note 10
(Intercompany Loans with Subsidiaries).
As at 30 June 2023, the Company holds Investments
in Subsidiaries amounting to US$261 million, as well as
Intercompany Loans with Subsidiaries of US$181.5 million.
In assessing the carrying value of these assets, management
considered whether the underlying net assets of the
investments support the carrying amount, the nature of the
underlying assets and whether other facts and circumstances
could also be indicative of impairment.
Management also performed an assessment of the expected
credit losses on the Intercompany Loans with Subsidiaries.
Management concluded that no impairment is required in
relation to the carrying value of Investments in Subsidiaries
and Loans with Subsidiaries and concluded that no
expected credit losses against the Intercompany Loans with
Subsidiaries are required.
The carrying value of Investments in Subsidiaries and
Intercompany Loans with Subsidiaries was included as a key
audit matter given that this is an area of focus for the audit
of the Company due to the size of the balances.
In respect of the Company’s Investments in Subsidiaries and
Intercompany Loans with Subsidiaries, we evaluated and
challenged management’s assessment of the carrying values.
We independently performed an assessment of internal
and external factors, including considering the market
capitalisation of the Group with reference to the carrying
value of the Company’s Investments in Subsidiaries to
identify other possible impairment indicators and evaluated
the ability of the subsidiaries to repay the loan balances.
As a result of our work, we are satisfied that the carrying
value of the Company’s Investments in Subsidiaries and
Intercompany Loans with Subsidiaries are appropriate at
30June 2023.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and
controls, and the industry in which they operate.
The Group’s assets and operations are primarily located in Ecuador. In establishing the overall approach to the Group audit,
we determined the type of work required to be performed for the consolidated financial statements by the Group audit team,
or through involvement of our component auditors in Ecuador and Switzerland. We identified three significant components
which, in our view, required an audit of their complete financial information, either due to their size or risk characteristics. This
included the two main operating subsidiaries in Ecuador, namely Exploraciones Novomining S.A (“ENSA”) and SolGold Ecuador
S.A, and the Parent Company, SolGold plc. In addition, we performed specified procedures over four other components:
SolGold Finance AG., Green Rock Resources GRR S.A., Carnegie Ridge Resources S.A. and Cruz del Sol CSSA S.A.
Our component audit teams, under the Group team’s direction and supervision, performed walkthroughs to understand and
evaluate the key financial processes and controls across the Group. Where work was performed by our component auditors in
Ecuador and Switzerland, we determined the level of our involvement in the audit work for the consolidated Group in order to
be able to conclude whether sucient appropriate audit evidence had been obtained as a basis for our opinion on the Group
financial statements as a whole.
We spent time with our component audit team in Quito, Ecuador, during the year-end phase of the audit. In addition to the site
visit, we conducted oversight of our component audit teams through regular dialogue via conference calls, video conferencing
and email communication as considered necessary. We performed remote and in-person working paper reviews to satisfy
ourselves as to the appropriateness of audit work performed by our component audit teams. We also attended key meetings
virtually and in person with Group and local management. Further specific audit procedures over the Group consolidation
and review procedures over the Annual Report and audit of the financial information disclosures were directly performed by
theGroup audit team. These procedures gave us the evidence we needed for our opinion on the Group financial statements
asa whole.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF SOLGOLD PLC CONTINUED
OUR AUDIT APPROACH CONTINUED
94
SOLGOLD PLC ANNUAL REPORT 2023
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
Group’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact
of climate risk. Our procedures did not identify any material impact as a result of climate risk on the Group’s and Company’s
financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the eect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
FINANCIAL STATEMENTS – GROUP FINANCIAL STATEMENTS – COMPANY
Overall materiality US$4.8 million (Prior year: US$4.3 million). US$3.9 million (Prior year: US$3.7 million).
How we determined it 1% of Total Assets 1% of Total Assets
Rationale for
benchmark applied
We considered total assets to be an appropriate
benchmark for the Group, given the Group’s
current focus on the exploration of its assets.
In addition, the Directors use this measure as a
key performance indicator for the Group.
We considered total assets to be the most
appropriate benchmark for the Company,
as it is primarily a holding company, and
holds material investments in subsidiary
undertakings.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was US$0.5 million to US$4.5 million. Certain components were audited
to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 50% (Prior year: 50%) of overall materiality, amounting
to US$2.4million (Prior year: US$2.1 million) for the Group financial statements and US$1.9 million (Prior year: US$1.9 million)
forthe Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the eectiveness of controls – and concluded that an amount at the lower end of our normal range
was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
US$238,500 (Group audit) (Prior year: US$214,000) and US$192,950 (Company audit) (Prior year: US$185,000) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
FINANCIAL STATEMENTS
95SOLGOLD PLC ANNUAL REPORT 2023
REPORTING ON OTHER INFORMATION CONTINUED
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 30 June 2023 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and the Company and their environment obtained in the course
of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
ISAs (UK) require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code, which the Listing Rules of the Financial Conduct Authority specify for review by auditors of premium listed companies.
Our additional responsibilities with respect to the corporate governance statement as other information are described in the
Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and,
except for the matters reported in the section headed ‘Material uncertainty related to going concern’, we have nothing material
to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s
ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment
covers and why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially
less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their
statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code;
andconsidering whether the statement is consistent with the financial statements and our knowledge and understanding of
the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of
thecorporate governance statement is materially consistent with the financial statements and our knowledge obtained
duringtheaudit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Group’s and Company’s position, performance, business
model and strategy;
• The section of the Annual Report that describes the review of eectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF SOLGOLD PLC CONTINUED
96 SOLGOLD PLC ANNUAL REPORT 2023
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ Responsibility Statement, the Directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to the failure to comply with the London Stock Exchange and TSX Listing Rules, environmental regulations,
health and safety regulations, and anti-bribery and corruption laws, and we considered the extent to which non-compliance
might have a material eect on the financial statements. We also considered those laws and regulations that have a direct
impact on the financial statements such as the Companies Act 2006 and applicable tax legislation in the jurisdictions in which
the Group has material operations. We evaluated management’s incentives and opportunities for fraudulent manipulation of
the financial statements (including the risk of override of controls), and determined that the principal risks were related to
posting inappropriate journal entries and management bias in accounting estimates. The Group engagement team shared this
risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks
in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
• Enquiries of Directors, management and the Group’s legal counsel, including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud;
• Examination of management’s responses to whistle-blowing allegations made during the year;
• Understanding and evaluating the design and implementation of controls designed to prevent and detect irregularities
and fraud;
• Identifying and testing journal entries based on our risk assessment, in particular any journal entries posted with unusual
account combinations that could be used to manipulate the results and utilised an anomaly detection tool to identify
unusual journals based on the analysis of trends and patterns of journal entries;
• Challenging assumptions and judgements made by management in respect of critical accounting judgements and
significant accounting estimates, and assessing these judgements and estimates for management bias; and
• Review of related work performed by the component audit teams, including their responses to risks related to
management override of controls.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
FINANCIAL STATEMENTS
97SOLGOLD PLC ANNUAL REPORT 2023
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT CONTINUED
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES ACT 2006 EXCEPTION REPORTING
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 11 November 2021
to audit the financial statements for the year ended 30 June 2022 and subsequent financial periods. The period of total
uninterrupted engagement is two years, covering the years ended 30 June 2022 and 30 June 2023.
OTHER MATTER
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report
provides no assurance over whether the annual financial report will be prepared using the single electronic format specified in
the ESEF RTS.
TIMOTHY MCALLISTER (SENIOR STATUTORY AUDITOR)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 September 2023
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF SOLGOLD PLC CONTINUED
98 SOLGOLD PLC ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
NOTES
GROUP
YEAR ENDED
30 JUNE 2023
US$
GROUP
YEAR ENDED
30 JUNE 2022
US$
Expenses
Exploration costs written-o 13 (1 ,0 59, 3 17 ) (3,8 58, 02 4 )
Reversal of exploration costs written-o 13 3 ,780,09 9 –
Administrative expenses 3 (41 , 1 9 8 , 6 7 8 ) (17 , 5 69,179 )
Operating loss (3 8,4 77 ,896 ) (21,427 ,203 )
Other income 122, 443 45 4 , 07 7
Finance income 6 9 4,05 6 83 9,1 40
Finance costs 6 (13,194,858 ) (12,570,180 )
Movement in fair value of derivative liability 22 2,14 7 ,000 53 9,000
Remeasurement of amortised cost of financial liability 21 – 3 5 ,0 03 , 70 4
(Loss)/profit before tax (4 9, 309, 255 ) 2 , 838,538
Tax expense 7 (1 , 1 3 0 , 4 9 0 ) (4 , 5 4 0 , 1 0 3 )
Loss for the year (50,439,7 45 ) (1,7 01,56 5 )
Other comprehensive (loss)/profit
Items that may be reclassified to profit or loss
Exchange dierences on translation of foreign operations (283,344 ) (702 , 93 8 )
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefits 1, 17 3,254 1 65 ,7 29
Change in fair value of financial assets, net of tax 11a/15/7 (69,627 ) (1 , 20 5 ,63 6 )
Other comprehensive profit/(loss), net of tax 820,2 83 (1,7 42,845 )
Total comprehensive loss for the year (49,619,4 62 ) (3,444,410 )
Loss for the year attributable to:
Owners of the parent company (50,336,363 ) (1,587,497 )
Non-controlling interest (103,382 ) (114,068 )
(50,439,7 45 ) (1,701,565 )
Total comprehensive loss for the year attributable to:
Owners of the parent company (49,516,080 ) (3,330,342 )
Non-controlling interest (103,382 ) (114,068 )
(49,619,4 62 ) (3,444,410 )
LOSS PER SHARE CENTS PER SHARE CENTS PER SHARE
Basic loss per share 8 (2 . 0 )
(0.1 )
Diluted loss per share 8 (2 . 0 )
(0.1 )
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
FINANCIAL STATEMENTS
99SOLGOLD PLC ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Registered Number 5449516
NOTES
GROUP
AS AT
30 JUNE 2023
US$
GROUP
AS AT
30 JUNE 2022
US$
Assets
Intangible assets 13 411,434, 084 365 , 579 ,4 8 4
Property, plant and equipment 12 23,6 69,3 80 22,0 8 4, 49 0
Financial assets held at fair value through OCI 11(a) 5 , 328 5,351,844
Financial assets at amortised cost 14 1 ,729,033 1 , 74 9 , 2 1 3
Total non-current assets 4 36 ,83 7 ,825 3 9 4 ,76 5 ,0 31
Other receivables and prepayments 16 6 ,920, 292 4 , 742 , 1 5 6
Loans receivable and other current assets 14 2 ,0 99 , 527 3, 553 , 291
Cash and cash equivalents 17 32,4 81 , 60 6 26 ,1 02,1 33
Total current assets 4 1,501, 425 3 4 , 3 97, 5 8 0
Total assets 478 , 3 3 9 , 2 5 0 429,162 ,611
Equity
Share capital 18 40,452 ,6 43 32, 35 0,69 9
Share premium 18 45 9,986, 1 79 426 , 79 3 , 24 0
Own shares reserve 18 (25 , 3 8 9, 20 8 ) –
Merger relief reserve 18 78, 69 2,86 1 –
Other reserves 18 11,612,69 7 1 0, 93 1 ,75 8
Accumulated loss (2 47, 0 9 7, 2 7 2 ) (132, 587 ,252 )
Foreign currency translation reserve (5,332,111 ) (5 , 0 4 8 ,76 7 )
Equity attributable to owners of the parent company 312 ,92 5, 789 332,439,678
Non-controlling interest – (1 ,1 91 ,172 )
Total equity 312 ,92 5, 789 331, 24 8 , 506
Liabilities
Trade and other payables 19 1 2,689,43 9 6 , 5 0 9 , 07 8
Lease liabilities 20 379, 239 41 5 ,13 2
Provisions 7 1 6 ,170 –
Total current liabilities 13,7 84,848 6, 924, 210
Lease liabilities 20 1 69,457 3 2 6 , 374
Other financial liabilities 22 240,000 2,387 ,000
Deferred tax liabilities 15 4,200,444 4,200 ,444
Borrowings 21 147 ,018,712 8 4 , 07 6 , 07 7
Total non-current liabilities 151 ,628 ,613 9 0,989,895
Total liabilities 165,4 13,461 9 7, 9 1 4 , 1 0 5
Total equity and liabilities 478 , 3 3 9 , 2 5 0 429,162 ,611
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
The consolidated financial statements were approved by the Board of Directors on 28 September 2023 and signed on its
behalf by Scott Caldwell, Chief Executive Ocer.
SCOTT CALDWELL
Chief Executive Ocer
100
SOLGOLD PLC ANNUAL REPORT 2023
COMPANY STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Registered Number 5449516
NOTES
COMPANY
AS AT
30 JUNE 2023
US$
COMPANY
AS AT
30 JUNE 2022
US$
Assets
Property, plant and equipment 12 299,025 598,919
Investment in subsidiaries 9 261,013,212 152,964,303
Loans with subsidiaries 10 181,525,074 185,599,916
Financial assets held at fair value through OCI 11(a) 1,425 5,346,323
Financial assets at amortised cost 14 734,248 756,332
Total non-current assets 443,572,984 345,265,793
Other receivables and prepayments 16 247,178 1,061,583
Loans receivable and other current assets 14 2,099,527 3,553,291
Cash and cash equivalents 17 29,041,499 21,032,524
Total current assets 31,388,204 25,647, 398
Total assets 474,961,188 370,913,191
Equity
Share capital 18 40,452,643 32,350,699
Share premium 18 459,975,555 426,793,240
Merger relief reserve 78,692,861 –
Other reserves 18 10,898,248 11,398,063
Accumulated loss (116,812,665) (99,567,549)
Foreign currency translation reserve (5,006,473) (5,006,473)
Equity attributable to owners of the parent company 468,200,169 365,967,980
Total equity 468,200,169 365,967,980
Liabilities
Trade and other payables 19 5,479,091 1,944,970
Lease liability 20 299,594 309,668
Provisions 716,170 –
Total current liabilities 6,494,855 2,254,638
Lease liability 20 26,164 303,573
Other financial liabilities 22 240,000 2,387,000
Total non-current liabilities 266,164 2,690,573
Total liabilities 6,761,019 4,945,211
Total equity and liabilities 474,961,188 370,913,191
The above Company Statement of Financial Position should be read in conjunction with the accompanying notes.
A separate statement of comprehensive income for the parent company has not been presented as permitted by section 408
of the Companies Act 2006. The Company’s loss for the year was US$ 20,664,167 (2022: US$5,259,315).
The Company financial statements were approved by the Board of Directors on 28 September 2023 and signed on its behalf
by Scott Caldwell, Chief Executive Ocer.
SCOTT CALDWELL
Chief Executive Ocer
FINANCIAL STATEMENTS
101SOLGOLD PLC ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
NOTE
SHARE
CAPITAL
US$
SHARE
PREMIUM
US$
OWN
SHARES
RESERVE
US$
MERGER
RELIEF
RESERVE
US$
FINANCIAL
ASSETS HELD
AT FAIR VALUE
THROUGH OTHER
COMPREHENSIVE
INCOME
US$
SHARE
BASED
PAYMENT
RESERVE
US$
EMPLOYEE
BENEFIT
RESERVE
US$
ACCUMULATED
LOSS
US$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
US$
TOTAL
US$
NON–
CONTROLLING
INTERESTS
US$
TOTAL
EQUITY
US$
Balance at 30 June 2021 32 , 350,6 99 426,819, 162 – – 3,253,029 16,791,596 (632,034) (138,895,017) (4,345,829) 335,341,606 (1,077,104) 334,264,502
Loss for the year – – – – – – – (1,587,497) – (1, 587,497 ) (114,068) (1,701,565)
Other comprehensive loss – – – – (1 , 20 5 ,63 6 ) – 165,729 – (702,938) (1,742,845) – (1,742,845)
Total comprehensive loss for the year – – – – (1 ,205,636 ) – 165,729 (1,587,497) (702,938) (3,330,342) (114,068) (3,444,410)
Share issue costs (net of deferred tax) 18 – (25 , 9 2 2 ) – – – – – – – (25,922) – (25,922)
Options expired 23 – – – – – (7,895,262) – 7,895, 262 – – – –
Value of share and options issued to
Directors, employees and consultants 23 – – – – –
454,336 – – – 454,336 – 454,336
Balance at 30 June 2022 32 , 350, 699 4 26 ,793 , 24 0 – – 2 , 0 47, 3 9 3 9,350,670 (466,305) (132,587,252) (5,048,767) 332,439,678 (1,191,172) 331,248,506
Loss for the year – – – – – – – (50,336,363) – (50,336,363) (103,382) (50,439,745)
Other comprehensive loss – – – – (69, 627 ) – 1,173,254 – (283,344) 820,283 – 820,283
Total comprehensive loss for the year – – – – (69,627 ) – 1,173,254 (50,336,363) (283,344) (49,516,080) (103,382) (49,619,462)
Shares issued to Directors and employees 18 36 , 5 72 762,905 – – – – – 31,433 – 830,910 – 830,910
Shares issued to new investors 18 1,7 80, 000 33, 820,0 0 0 – – – – 7, 500 – – 35,607, 500 – 35,607,50 0
Transfer of reserve to retained earnings 28 – – – – (1 , 97 7 ,76 6 ) – – 1,977,766 – – – –
Acquisition of remaining Cornerstone
business, net of tax 28 6 , 2 8 5 , 3 72 – (25 , 3 8 9 , 20 8 ) 78, 69 2,86 1 –
1,876,910 – (67,68 8 ,135) – (6,222,200) 1,294,554 (4 ,927,6 46)
Tax adjustments through reserves 7 – – – – – – – 576,679 – 576,679 – 576,679
Share issue costs 18 – (1,389,966 ) – – – – – – – (1,389,966) – (1,389,966)
Options expired 23 – – – – – (928,600) – 928,600 – – – –
Value of options issued to Directors
and employees 23 – – – – –
599,267 – – – 599,267 – 599,267
Balance at 30 June 2023 40,452 ,6 43 45 9,986, 17 9 (25 , 38 9, 2 08 ) 78,6 92,86 1 – 10,898,247 714,450 (247,097, 272) (5,332,111) 312,925,789 – 312,925,789
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
102 SOLGOLD PLC ANNUAL REPORT 2023
NOTE
SHARE
CAPITAL
US$
SHARE
PREMIUM
US$
OWN
SHARES
RESERVE
US$
MERGER
RELIEF
RESERVE
US$
FINANCIAL
ASSETS HELD
AT FAIR VALUE
THROUGH OTHER
COMPREHENSIVE
INCOME
US$
SHARE
BASED
PAYMENT
RESERVE
US$
EMPLOYEE
BENEFIT
RESERVE
US$
ACCUMULATED
LOSS
US$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
US$
TOTAL
US$
NON–
CONTROLLING
INTERESTS
US$
TOTAL
EQUITY
US$
Balance at 30 June 2021 32,350,699 426,819,162 – – 3,253,029 16,791,596 (6 3 2 , 0 3 4 ) (1 38,89 5, 01 7 ) (4 , 3 45 , 8 2 9 ) 33 5 , 3 41 ,6 0 6 (1,0 77 ,1 04 ) 334,264,50 2
Loss for the year – – – – – – – (1 , 5 8 7, 4 97 ) (1 14,0 68 ) (1,7 01,56 5 )
Other comprehensive loss – – – – (1,205,636) – 1 65 ,7 29 – (70 2 , 93 8 )
(1,587,497 )
(1,742,845 )
Total comprehensive loss for the year – – – – (1,205,636) – 165, 729 (1,58 7 ,4 97 ) (702, 938 ) (3,3 30 ,34 2 ) (114,0 68 ) (3,444,410 )
Share issue costs (net of deferred tax) 18 – (25,922) – – – – – – – (25 , 92 2 ) – (25 , 92 2 )
Options expired 23 – – – – – (7,895,262 ) – 7, 8 9 5 , 2 6 2 – – – –
Value of share and options issued to
Directors, employees and consultants 23 – – – – –
Balance at 30 June 2022 32,350,699 426,793,240 – – 2,047,393 9, 35 0, 670 (4 6 6 , 3 0 5 ) (132,587 , 252 ) (5, 0 48 ,767 ) 332,439, 678 (1,1 91, 1 72 ) 331 , 24 8 ,5 06
Loss for the year – – – – – – – (50,336 ,363 ) – (50 , 336, 363 ) (103,382 ) (50,439,745 )
Other comprehensive loss – – – – (69,627) – 1, 17 3, 254 – (283,344 ) 820, 28 3 – 820,2 83
Total comprehensive loss for the year – – – – (69,627) – 1 ,173 , 2 5 4 (50,336, 363 ) (2 8 3 , 3 4 4 ) (49,516, 080 ) (103 , 3 8 2 ) (49,619, 462 )
Shares issued to Directors and employees 18 36,572 762,905 – – – – – 3 1 , 4 33 – 8 3 0, 9 1 0 – 83 0 , 91 0
Shares issued to new investors 18 1,780,000 33,820,000 – – – –
Transfer of reserve to retained earnings 28 – – – – (1,977,766) – – 1 , 97 7 ,76 6 – – – –
Acquisition of remaining Cornerstone
business, net of tax 28 6,285,372 – (25,389,208) 78,692,861 –
(67,688,135 )
(4,927,646 )
Tax adjustments through reserves 7 – – – – – – – 5 76 , 6 79 –
Share issue costs 18 – (1,389,966) – – – – – – – (1, 389,966 ) – (1,389,966 )
Options expired 23 – – – – – (9 2 8 , 6 0 0 ) – 928 ,6 0 0 – – – –
Value of options issued to Directors
and employees 23 – – – – –
Balance at 30 June 2023 40,452,643 459,986,179 (25,389,208) 78,692,861 – 10 ,898,2 4 7 714 , 450 (2 4 7, 0 97, 27 2 ) (5, 332 ,111 ) 31 2 , 925 ,78 9 – 312 , 925 ,78 9
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
103SOLGOLD PLC ANNUAL REPORT 2023
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
NOTES
SHARE
CAPITAL
US$
SHARE
PREMIUM
US$
MERGER
RELIEF
RESERVE
US$
FINANCIAL
ASSETS HELD
AT FAIR VALUE
THROUGH OTHER
COMPREHENSIVE
INCOME
US$
SHARE
BASED PAYMENT
RESERVE
US$
ACCUMULATED
LOSS
US$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
US$
TOTAL
US$
Balance at 30 June 2021 restated 32,350,699 426,819,162 – 3,253,029 16,791,596 (102,203,496) (5,006,473) 372,004,517
Loss for the year – – – – – (5,259,315) – (5,259,315)
Other comprehensive loss – – – (1,205,636) – – – (1,205,636)
Total comprehensive loss for the year – – – (1,205,636) – (5,259,315) – (6,464,951)
Share issue costs (net of deferred tax) 18 – (25,922) – – – – – (25,922)
Options expired – – – – (7,895,262) 7,895, 262 – –
Value of shares and options issued to Directors, employees and consultants 23 – – – – 454,336 – – 454,336
Balance at 30 June 2022 32,350,699 426,793,240 – 2 ,047,393 9,350,670 (99,567,549) (5,006,473) 365,967,980
Loss for the year – – – – – (20,664,167) – (20,664,167)
Other comprehensive loss – – – (69,627) – – – (69,627)
Total comprehensive income for the period – – – (69,627) – (20,664,167) – (20,733,794)
Shares issued to Directors and employees 18 36,572 762,905 – – – – – 799,477
Shares issued to new investors 18 1,780,000 33,820,000 – – – – – 35,600,000
Transfer of reserve to retained earnings – – – (1,977,766) – 1,977,766 – –
Acquisition of Cornerstone Capital Resources Inc. through share issue 18 6,285,372 – 78,692,861 – 1,876,910 – – 86,855,143
Share issue costs – (1,400,590) – – – – – (1,400,590)
Tax adjustments through reserves – – – – – 512,687 – 512,687
Options expired 23 – – – – (928,598) 928,598 – –
Value of options issued to Directors and employees 23 – – – – 599,266 – – 599,266
Balance at 30 June 2023 40,452,643 459,975,555 78,692,861 – 10,898,248 (116,812,665) (5,006,473) 468,200,169
The above Company Statement of Changes in Equity should be read in conjunction with the accompanying notes.
104 SOLGOLD PLC ANNUAL REPORT 2023
NOTES
SHARE
CAPITAL
US$
SHARE
PREMIUM
US$
MERGER
RELIEF
RESERVE
US$
FINANCIAL
ASSETS HELD
AT FAIR VALUE
THROUGH OTHER
COMPREHENSIVE
INCOME
US$
SHARE
BASED PAYMENT
RESERVE
US$
ACCUMULATED
LOSS
US$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
US$
TOTAL
US$
Balance at 30 June 2021 restated 32,350,699 426,819,162 – 3,253,029 16,791,596 (102,203,496) (5,006,473) 372,004,517
Loss for the year – – – – – (5,259,315) – (5,259,315)
Other comprehensive loss – – – (1,205,636) – – – (1,205,636)
Total comprehensive loss for the year – – – (1,205,636) – (5,259,315) – (6,464,951)
Share issue costs (net of deferred tax) 18 – (25,922) – – – – – (25,922)
Options expired – – – – (7,895,262) 7,895, 262 – –
Value of shares and options issued to Directors, employees and consultants 23 – – – – 454,336 – – 454,336
Balance at 30 June 2022 32,350,699 426,793,240 – 2 ,047,393 9,350,670 (99,567,549) (5,006,473) 365,967,980
Loss for the year – – – – – (20,664,167) – (20,664,167)
Other comprehensive loss – – – (69,627) – – – (69,627)
Total comprehensive income for the period – – – (69,627) – (20,664,167) – (20,733,794)
Shares issued to Directors and employees 18 36,572 762,905 – – – – – 799,477
Shares issued to new investors 18 1,780,000 33,820,000 – – – – – 35,600,000
Transfer of reserve to retained earnings – – – (1,977,766) – 1,977,766 – –
Acquisition of Cornerstone Capital Resources Inc. through share issue 18 6,285,372 – 78,692,861 – 1,876,910 – – 86,855,143
Share issue costs – (1,400,590) – – – – – (1,400,590)
Tax adjustments through reserves – – – – – 512,687 – 512,687
Options expired 23 – – – – (928,598) 928,598 – –
Value of options issued to Directors and employees 23 – – – – 599,266 – – 599,266
Balance at 30 June 2023 40,452,643 459,975,555 78,692,861 – 10,898,248 (116,812,665) (5,006,473) 468,200,169
The above Company Statement of Changes in Equity should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
105SOLGOLD PLC ANNUAL REPORT 2023
NOTES
GROUP
YEAR ENDED
30 JUNE 2023
US$
GROUP
YEAR ENDED
30 JUNE 2022
US$
COMPANY
YEAR ENDED
30 JUNE 2023
US$
COMPANY
YEAR ENDED
30 JUNE 2022
US$
Cash flows from operating activities
Loss for the year (50,439,7 45 ) (1, 7 01,56 5 )
(20,664,167)
(5,259,315)
Depreciation 12 2 9 8 , 07 5 619,048 283,948 314,071
Interest on lease liabilities 20 46 ,610 64 , 325 34,702 57,907
Interest on NSR 21 13 ,14 8 , 2 3 1 12,505 , 564 – –
Interest on loan to SolGold Finance AG 10 – – (6,430,256) (5,694,637)
Interest on loan to SolGold Canada Inc. 10 – – (332,707) –
Interest on loan from SolGold Finance AG 10 – – 2,246,679 –
Advances to subsidiaries prior to business combination (1 , 91 2,1 02 ) – – –
Share based payment expense 5/23 998 ,682 45 4, 33 6 998,682 454,336
Write-o of exploration expenditure 13 1 , 05 9, 3 17 3,858, 0 2 4 – –
Reversal of exploration costs written-o 13 (3,780,0 99 ) – (131,314) –
Foreign exchange loss 235 , 952 965 , 38 6 214,647 938,423
Expected credit loss – Company Funded Loan Plan 14 1,433,42 0 – 1,433,420 –
Non cash employee benefit expense –
Company Funded Loan Plan 14 – 669, 211 – 669,211
Accretion of interest – Company Funded Loan Plan 14 – (789 ,946 ) – (789,946)
Movement in fair value of derivative liability 22 (2 , 1 47,0 0 0 ) (53 9,000 ) (2,147,000) (539,000)
Remeasurement of amortised cost of financial liability 21 – (3 5 , 0 0 3 , 70 4 ) – –
Tax expense 7 1 ,130 ,4 9 0 4 , 5 4 0,1 03 1,381,331 278,198
Decrease in other receivables and prepayments 6 0 1 , 3 47 2, 978 , 50 9 2,731,458 3,449,370
Increase in trade and other payables 5,662,014 373 , 23 8 3,804,119 469,369
Net cash outflow from operating activities (33,664, 808 ) (11,0 06,4 71 ) (16,576,458) (5,652,013)
Cash flows from investing activities
Acquisition of property, plant and equipment (1,670,405 ) (2,1 9 5 , 8 92 ) (2,511) (13,726)
Acquisition of exploration and evaluation assets
(43,297,918 )
(69,455 ,9 61 ) – –
Net cash acquired on business combination 1,04 7 ,190 – – –
Loans advanced to subsidiaries – – (21,447,533) (12,505,512)
Advances in investment in subsidiaries – –
(17,567,933) (
33,082,285)
Net cash outflow from investing activities (43 ,921 ,133 ) (71, 651,8 53 ) (39,017,977) (45,601,523)
Cash flows from financing activities
Proceeds from the issue of ordinary share capital 18 3 6,000, 000 – 36,000,000 –
Payment of issue costs (1 , 45 3 , 9 6 9 ) (3 7, 0 3 3 ) (1,977, 208) (37,033)
Proceeds from NSR financing 21 50,0 00,0 0 0 – – –
Payment of NSR costs 21 (2 0 5 , 59 6 ) – – –
Repayments of lease liabilities (2 2 5 ,75 5 ) (4 48 , 353 ) (303,906) (310,503)
Loans advanced from subsidiaries – – 49,975,286 –
Repayment of loans from subsidiaries – – (19,936,627) –
Net cash inflow/(outflow) from financing activities 84,1 14,6 80 (4 8 5 , 38 6 ) 63,757,545 (347,536)
Net increase/(decrease) in cash and cash equivalents 6, 52 8 ,739 (83, 143,71 0 ) 8,163,111 (51,601,072)
Cash and cash equivalents at the beginning of year 17 26 ,1 02 ,13 3 109,562, 10 3 21,032,524 72,918,016
Eect of foreign exchange rate changes (149, 26 6 ) (316,260 ) (154,136) (284,420)
Cash and cash equivalents at end of year 17 32 ,481 ,6 06 26 ,1 02 ,13 3 29,041,499 21,032,524
The above statements of cash flows should be read in conjunction with the accompanying notes.
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
For the year ended 30 June 2023
106 SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
FINANCIAL STATEMENTS
107SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
(b) Basis of preparation of financial statements and going concern continued
108 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
(d) Foreign currency continued
FINANCIAL STATEMENTS
109SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
110 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
111SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
112 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
113SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
(q) Leases continued
114 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
(r) Financial Instruments continued
FINANCIAL STATEMENTS
115SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
116 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
117SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
(u) Changes in accounting policies continued
118 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
FINANCIAL STATEMENTS
119SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 1ACCOUNTING POLICIES CONTINUED
NOTE 2 SEGMENT REPORTING
The Group determines and separately reports operating segments based on information that is internally provided to the
Board of Directors, who are the Group’s chief operating decision makers. The Group’s operating segments are aligned to those
business units that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in
assessing performance. Operating segments with similar economic characteristics are aggregated into reportable segments.
The Group has outlined below the separately reportable operating segments, having regard to the quantitative threshold tests
provided in IFRS 8, namely that the relative, asset or profit/(loss) position of the operating segment equates to 10% or more
of the Group’s respective total. The Group reports information to the Board of Directors along these project category lines.
The financial information of the other projects that do not exceed the thresholds outlined above, and is therefore not reported
separately, is aggregated as Other Projects.
30 JUNE 2023
FINANCE
INCOME
US$
DEPRECIATION
US$
IMPAIRMENT
OF E&E
US$
LOSS FOR
THE YEAR
US$
ASSETS
US$
LIABILITIES
US$
SHARE
BASED
PAYMENTS
US$
NON–CURRENT
ASSET
ADDITIONS
US$
Cascabel
project 42,052 (58,740) – (2,260,431) 303,474,003 5,425,778 – 30,590,591
Other
Ecuadorian
projects 46,560 53,127 478,817 (8,404,502) 131,510,493 1,800,742 – 17,829,097
Other projects – 2,172 580,500 (601,858) 9,734,663 17, 27 1 – (738,538)
Corporate 5,444 301,516 – (39,172,954) 33,620,091 158,169,670 998,682 (5,608,357)
Total 94,056 298,075 1,059,317 (50,439,745) 478,339,250 165,413,461 998,682 42,072,793
30 JUNE 2022
FINANCE
INCOME
US$
DEPRECIATION
US$
IMPAIRMENT
OF E&E
US$
(LOSS)/
PROFIT FOR
THE YEAR
US$
ASSETS
US$
LIABILITIES
US$
SHARE
BASED
PAYMENTS
US$
NON–CURRENT
ASSET
ADDITIONS
US$
Cascabel
project – 140,989 2 27, 8 47 (1,014,326) 270,791,351 2,411,948 – 35,308,857
Other
Ecuadorian
projects 48,581 163,834 3,466,350 (5,272,198) 114,262,932 1,793,313 – 33,907,523
Other projects 30 24 – (20,273) 10,463,708 390 – 259,717
Corporate 790,529 314,201 163,827 4,605,232 33,644,619 93,708,453 454,336 8,174
Total 839,140 619,048 3,858,024 (1,701,565) 429,162,611 97,914,105 454,336 69,484,271
120 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 2SEGMENT REPORTING
Geographical information
NON-CURRENT ASSETS
2023
US$
2022
US$
Switzerland 73,624 8,174
Australia 10,6 47, 500 12,540,078
Canada – –
Solomon Islands – 599,559
Chile 76,315 –
Ecuador 426,040,386 381,617, 220
436,837,825 394,765,031
NOTE 3 ADMINISTRATIVE EXPENSES
GROUP
2023
US$
GROUP
2022
US$
The operating loss includes the following items:
Administrative and consulting expenses 7,785,779 5,522,532
Auditors’ remuneration 1,474,849 914,224
Insurance 488,976 3,215,136
Acquisition-related costs 16,054,495 –
Employment expenses 10,300,752 5,112,716
Expected credit loss 1,433,420 –
Depreciation 298,075 619,048
Legal fees 2,127,69 8 765,599
Foreign exchange losses 235,952 965,591
Share based payments 998,682 454,336
Administrative expenses, as reported 41,198,678 17,569,182
FINANCIAL STATEMENTS
121SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 4 STAFF NUMBERS AND COSTS (MONTHLY AVERAGES FOR THE YEAR)
GROUP
STAFF NUMBER
2023
GROUP
STAFF NUMBER
2022
COMPANY
STAFF NUMBER
2023
COMPANY
STAFF NUMBER
2022
Finance and administration 36 33 11 11
Technical – permanent 425 497 1 8
Technical – temporary 127 364 – –
588 894 12 19
The aggregate payroll costs of employees were:
GROUP
2023
US$
GROUP
2022
US$
COMPANY
2023
US$
COMPANY
2022
US$
Wages and salaries 21,198,305 26,053,759 6,198,717 5,446,110
Contributions to superannuation 96,564 97,607 96,201 97,607
Share based payments 998,682 454,336 998,682 454,336
Pensions 311,598 242,403 58,429 144,796
Social security costs 277,318 313,214 273,473 312,623
Total staff costs 22,882,467 27,161,319 7,625,502 6,455,472
Included within total staff costs is US$10,503,286 (2022: US$21,844,082) which has been capitalised as part of capitalised
exploration and evaluation expenditure.
122 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 5 REMUNERATION OF KEY MANAGEMENT PERSONNEL
BASIC
ANNUAL
SALARY/
DIRECTOR FEE
US$
BONUS
US$
OTHER
BENEFITS
1
US$
PENSIONS
US$
TOTAL
REMUNERATION
US$
2023
Directors
Scott Caldwell
2
125,000 106,250 263,012 2,755 497,017
Darryl Cuzzubbo
7
588,609 – 399,417 8,323 996,349
Keith Marshall
3
9,636 – – – 9,636
Nicholas Mather 67,049 – – – 67,049
James Clare 67,057 – – – 67,057
Liam Twigger 114,697 – – 12,029 126,726
Elodie Grant Goodey
4
40,132 – – 58,429 98,561
Kevin O’Kane
4
34,909 – – – 34,909
María Amparo Albán 70,508 – – – 70,508
Dan Vujcic
5
46,664 – – 4,261 50,925
Other key management personnel
6
2,526,059 69,291 336,253 54,899 2,986,502
Total paid to key management personnel 3,690,320 175,541 998,682 140,696 5,005,239
Other staff and contractors 17,446,810 142,952 – 267,466 17,857,228
Total staff costs 21,137,130 318,493 998,682 408,162 22,862,467
1 Other Benefits represents the fair value of the share options granted during the year based on the Black-Scholes model considering the effects of the
vesting conditions.
2 Scott Caldwell appointed as a Director on 24 October 2022, Interim Chief Executive Officer on 10 November 2022 and Chief Executive Officer on 17 March 2023.
3 Includes consultancy fees paid post resignation as an independent Non-Executive Director on 12 August 2022. Payments post resignation US$9,636.
4 Resigned from the Board on 22 December 2022.
5 Elected as an Independent Non-Executive Director on 24 October 2022.
6 Other key management personnel consist of the aggregated remuneration of Ryan Wilson (Company Secretary – until 10 August 2023), Rufus Gandhi
(former Company Secretary – until 28 February 2023), Dennis Wilkins (former Company Secretary – until 31 July 2023), Chris Stackhouse (Chief Financial
Officer), Keith Pollocks (former Interim Chief Financial Officer – until 31 July 2023), Ayten Saridas (former Chief Financial Officer – until 10 August 2022),
Fawzi Hanano (former Head of Investor Relations – until 7 April 2023), Benn Whistler (former Technical Services Manager – until 23 August 2022), Steve Botts
(former President, SolGold Ecuador – until 17 March 2023), Harold ‘Bernie’ Loyer (former Vice President Projects – until 28 February 2023) and Tania Cashman
(former Chief Human Resources Officer – until 11 November 2022).
7 Darryl Cuzzubbo was terminated on 10 November 2022. The Company is currently in dispute with Darryl Cuzzubbo over his fees.
FINANCIAL STATEMENTS
123SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 5REMUNERATION OF KEY MANAGEMENT PERSONNEL CONTINUED
BASIC
ANNUAL
SALARY/
DIRECTOR FEE
US$
BONUS
US$
OTHER
BENEFITS
1
US$
PENSIONS
US$
TOTAL
REMUNERATION
US$
2022
Directors
Darryl Cuzzubbo
2
260,301 – – 10,951 271,252
Keith Marshall
3
258,549 117,982 – – 376,531
Nicholas Mather 72,205 – – – 72,205
Jason Ward
4
334,653 – – – 334,653
Brian Moller
5
33,255 – – – 33,255
James Clare 72,305 – – – 72,305
Liam Twigger 118,931 – – 11,893 130,824
Elodie Grant Goodey 85,965 – – – 85,965
Kevin O’Kane 79,331 – – – 79,331
María Amparo Albán 72,423 – – – 72,423
Other key management personnel
6
1,694,266 336,436 – 80,335 2,111,037
Total paid to key management personnel 3,082,184 454,418 – 103,179 3,639,781
Other staff and contractors 22,578,392 349,587 454,336 139,225 23,521,540
Total staff costs 25,660,576 804,005 454,336 242,404 27,161, 321
1 Other Benefits represents the fair value of the share options granted during the year based on the Black-Scholes model considering the effects of the
vesting conditions.
2 Darryl Cuzzubbo appointed as CEO and Managing Director effective 1 December 2021.
3 Keith Marshall acted as interim CEO until 1 December 2021.
4 Jason Ward’s Basic Annual Consultancy Fees includes total remuneration paid for the year including payments post his resignation as an Executive Director
13 May 2022. Payments post resignation US$33,352.
5 Brian Moller was not re-elected to the Board on 15 December 2021.
6 Other key management personnel consist of the aggregated remuneration of Dennis Wilkins (Company Secretary – until 31 July 2022), Ayten Saridas (Chief
Financial Officer, appointed May 2022, until 10 August 2022), Benn Whistler (Technical Services Manager – until 23 August 2022), Chris Connell (Regional
Exploration Manager – until February 2022), Peter Holmes (Director of Studies – until 9 September 2022), Ingo Hofmaier (Interim Chief Financial Officer to May
2022, Executive General Manager Projects and Corporate Finance – until 13 August 2022), Tania Cashman (Chief Human Resources Officer, appointed January
2022 until 11 November 2022), and Geoff Woodcroft (Chief Human Resources Officer – until 29 October 2021).
124 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 7 TAX EXPENSE
Factors affecting the tax charge for the current year
SolGold’s headquarters is in Australia and as the Company has its central management and control in Australia, the
applicable tax rates are Australian. The tax profit for the year is higher than the credit resulting from the application of
the standard rate of corporation tax in Australia of 30% (2022: 30%) being applied to the profit before tax arising during
the year. The differences are explained below:
GROUP
2023
US$
GROUP
2022
US$
Tax reconciliation
Profit/(loss) before tax (49,309,255) 2,838,538
Tax at 30% (2022: 30%) (14,792,777) 851,561
Add/(less) tax effect of:
Permanent differences 8,610,987 917,878
Derecognise current year tax losses 1,071,135 –
(Recognise)/derecognise prior year losses 795,731 (215,502)
Prior year tax expense attributable to Ecuador (61,460) –
Current year tax expense attributable to Ecuador (189,380) 61,460
Prior period adjustments to true-up tax return – 2,921
Other (6,056) 19,600
Impact of tax rate differences 2,425,379 (3 ,417,092)
Temporary differences not recognised 3,276,930 6,319,277
Income tax expense on loss 1,130,490 4,540,103
Components of tax expense on other comprehensive income comprise of:
Tax on valuation loss on investments held at fair value through OCI (see note 15) (804,652) (267,087)
Income tax expense on other comprehensive income (804,652) (267,087)
Amounts recognised directly in equity
Attributable to prior periods – –
Net deferred tax credited directly to equity (576,679) (11,111)
Income tax (expense) recognised directly in equity (576,679) (11,111)
Deferred tax assets are recognised only to the extent of deferred tax liabilities. Where deferred tax assets exceed deferred tax
liabilities, deferred tax assets on carried forward tax losses are derecognised in the first instance considering their recoverability.
Factors that may affect future tax charges
The Group has carried forward gross tax losses of approximately US$110,976,883 (2022: US$100,073,452) in Australia and
Ecuador. These losses may be deductible against future taxable income dependent upon the on-going satisfaction by the
relevant Group Company of various tax integrity measures applicable in the jurisdiction in which the tax loss has been incurred.
The jurisdictions in which tax losses have been incurred include Australia, Ecuador, Switzerland and the Solomon Islands. Tax
losses in Australia (US$80,576,525) can be carried forward indefinitely while in Ecuador (US$42,774,681), tax losses may be
carried forward and offset against profits in the following five years, provided that the amount offset does not exceed 25% of
the year’s profits.
FINANCIAL STATEMENTS
125SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 8 LOSS PER SHARE
2023
CENTS PER SHARE
2022
CENTS PER SHARE
Basic loss per share (2.0) (0.1)
Diluted loss per share (2.0) (0.1)
2023
US$
2022
US$
(a) Loss
Loss used to calculate basic and diluted loss per share (50,439,745) (1,701,565)
NUMBER
OF SHARES
NUMBER
OF SHARES
(b) Weighted average number of shares
Used in calculating basic LPS 2,576,779,125 2,293,816,433
Weighted average number of dilutive options – –
Weighted average number of ordinary shares and potential
ordinary shares used in calculating dilutive LPS 2,576,779,125 2,293,816,433
Options granted are not included in the determination of diluted earnings per share as they are considered to be anti-dilutive.
These out of the money options may become dilutive in the future.
NOTE 9 INVESTMENT IN SUBSIDIARIES
SOLGOLD PLC’S
EFFECTIVE INTEREST
ENTITY
COUNTRY OF
INCORPORATION
AND OPERATION REGISTERED ADDRESS
PRINCIPAL
ACTIVITY 2023 2022
Australian Resource Management
(ARM) Pty Ltd
Australia Level 27, 111 Eagle Street
Brisbane, QLD, 4000
Australia
Exploration 100% 100%
Acapulco Mining Pty Ltd Australia Exploration 100% 100%
Central Minerals Pty Ltd Australia Exploration 100% 100%
Honiara Holdings Pty Ltd Australia Exploration 100% 100%
Guadalcanal Exploration Pty Ltd Australia Exploration 100% 100%
Solomon Operations Ltd Solomon
Islands
C/- Morris & Sojnocki
Chartered Accountants, 1st
Floor, City Centre Building,
Mendana Avenue, Honiara,
Solomon Islands
Exploration 100% 100%
Exploraciones Novomining S.A. Ecuador Avenida La Coruna No.
E25-58 y calle SAN IGNACIO
Edificio: ALTANA PLAZA
Número de oficina: 406 piso:
4 Quito, Ecuador
Exploration 100% 85%
Carnegie Ridge Resources S.A. Ecuador Exploration 100% 100%
Green Rock Resources GRR S.A. Ecuador Exploration 100% 100%
Valle Rico Resources VRR S.A. Ecuador Exploration 100% 100%
Cruz del Sol CSSA S.A. Ecuador Exploration 100% 100%
SolGold Ecuador S.A. Ecuador Services
Management
100% 100%
Novoproyectos-Sustentables S.A. Ecuador Project
development
100% 100%
SolGold Canadian Callco Corp. Canada 4500, 855 – 2nd Street S.W,
Calgary, Alberta T2P 4K7
Investment 100% 100%
SolGold Canadian Exchangeco Corp. Canada Investment 100% 100%
SolGold Finance AG Switzerland Industriestrasse 47, 6300
Zug, Switzerland
Investment 100% 100%
126 SOLGOLD PLC ANNUAL REPORT 2023
SOLGOLD PLC’S
EFFECTIVE INTEREST
ENTITY
COUNTRY OF
INCORPORATION
AND OPERATION REGISTERED ADDRESS
PRINCIPAL
ACTIVITY 2023 2022
SolGold Canada Inc. Canada c/o Bennett Jones LLP
4500, 855 – 2nd Street SW
Calgary, Alberta T2P 4K7
Investment 100% 5%
Cornerstone Exploration Inc. Canada 1730 St. Laurent Blvd.,
Suite 800 Ottawa, Ontario
K1G 5L1
Investment 100% 0%
Gestion Minera S.A. Ecuador Av. 12 de Octubre N24-562 y
Luis Cordero Edificio World
Trade Center Quito, Ecuador
Services
Management
100% 0%
Bellamaria Mining S.A. Ecuador Exploration 100% 0%
Canabrava Mining S.A. Ecuador Exploration 100% 0%
Exploaurum S.A. Ecuador Exploration 84% 0%
Cornerstone Ecuador S.A. Ecuador Exploration 100% 0%
Cornerstone Exploraciones Ecuador S.A. Ecuador Investment 100% 0%
Vetasgrandes Mining S.A. Ecuador Exploration 100% 0%
Minera Cornerstone Chile Limitada Chile Av. Isadora
Goyenechea 3000 Piso 21,
Las Condes Santiago, Chile
Exploration 100% 0%
The Company’s indirect 12.5% interest in La Plata Minerales S.A. are being accounted for at fair value through other comprehensive income.
INTERCOMPANY
LOANS
US$
SUBSIDIARY
INVESTMENTS
US$
TOTAL
INVESTMENT
US$
Cost
Balance at 30 June 2021 129,713,547 25,508,982 155,222,529
Acquisitions and advances in the year 32,008,275 910,183 32,918,458
Balance at 30 June 2022 161,721,822 26,419,165 188,140,987
Reclassification (23,675,342) 23,675,342 –
Acquisitions and advances in the year 15,463,322 92, 5 87,013 108,050,335
Balance at 30 June 2023 153,509,802 142,681,520 296,191,322
Expected credit and impairment losses
Balance at 30 June 2021 (35,178,110) – (35,178,110)
Balance at 30 June 2022 (35,178,110) – (35,178,110)
Balance at 30 June 2023 (31,602,416) (3,575,694) (35,178,110)
Carrying amounts
Balance at 30 June 2021 94,535,437 25,508,982 120,044,419
Balance at 30 June 2022 126,543,712 26,419,165 152,962,877
Balance at 30 June 2023
1
121,907,386 139,105,826 261,013,212
1 Loans which are not expected to be repaid are included in investment in subsidiaries (see Note 1 (s)).
NOTE 9INVESTMENT IN SUBSIDIARIES CONTINUED
FINANCIAL STATEMENTS
127SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 10 INTERCOMPANY LOANS WITH SUBSIDIARIES
INTERCOMPANY
LOANS WITH
SUBSIDIARIES
LOAN
US$
Cost
Balance at 30 June 2021 167,399,767
Advances in the year 12,505,512
Interest accrued in the year 5,694,637
Balance at 30 June 2022 185,599,916
Advances in the year 21,447,515
Borrowings in the year (49,975,286)
Repayments in the year 19,936,627
Interest accrued in the year 6,762,963
Interest incurred in the year (2,246,662)
Balance at 30 June 2023 181,525,074
Amortisation and impairment losses
Balance at 30 June 2021 –
Balance at 30 June 2022 –
Balance at 30 June 2023 –
Carrying amounts
Balance at 30 June 2021 167,399,767
Balance at 30 June 2022 185,599,916
Balance at 30 June 2023 181,525,074
The Company has assessed the receivable and no loss allowances have been made, refer Note 1(s).
NOTE 11 INVESTMENTS
a. Investments accounted for as financial assets held at fair value through OCI
GROUP COMPANY
2023
US$
2022
US$
2023
US$
2022
US$
Movements in financial assets
Opening balance at 1 July 5,351,844 6,825,042 5,346,323 6,819,046
Fair value adjustment through OCI (361,785) (1,473,198) (360,167) (1,472,723)
Deemed disposal of investment on
business acquisition (4,984,731) – (4,984,731) –
Balance at 30 June 5,328 5,351,844 1,425 5,346,323
In the prior year, financial assets comprised an investment in the ordinary issued capital of Cornerstone Capital Resources Inc.,
previously listed on the TSX Venture Exchange. On acquisition of the remaining outstanding shares of Cornerstone Capital
Resources Inc., the investment was disposed. In the current year, financial assets comprised an investment in the ordinary
issued capital of Clara Resources Australia Ltd, a company listed on the Australian Securities Exchange.
128 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 11INVESTMENTS CONTINUED
NOTE 12 PROPERTY, PLANT AND EQUIPMENT
GROUP
LAND
US$
PLANT AND
EQUIPMENT
US$
MOTOR
VEHICLES
US$
OFFICE
EQUIPMENT
US$
FURNITURE
& FITTINGS
US$
TOTAL
US$
COMPANY
TOTAL
1
US$
Cost
Balance 30 June 2021 16,513,460 3,473,196 1,073,678 919,586 275,191 22,255,111 1,783,050
Effect of foreign exchange
on opening balance – (123,985) (4,578) (2,767) (873) (132,203) (119,085)
Additions 3,836,561 406,964 – 80,751 5,719 4,329,995 14,772
Disposals – – (38,490) – – (38,490) –
Balance 30 June 2022 20,350,021 3,756,175 1,030,610 997,570 280,037 26,414,413 1,678,737
Effect of foreign exchange
on opening balance – (20,069) (826) (480) (158) (21,533) (25,947)
Additions 1,904,767 247,947 – 52,838 – 2,205,552 15,470
Disposals – (234,557) (52,388) (135,687) (27,039) (449,67 1) (299,286)
Assets acquired through
business combinations – 65,059 203,621 90,300 115,131 474,111 –
Balance 30 June 2023 22,254,788 3,814,555 1,181,017 1,004,541 367,971 28,622,872 1,368,974
FINANCIAL STATEMENTS
129SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
GROUP
LAND
US$
PLANT AND
EQUIPMENT
US$
MOTOR
VEHICLES
US$
OFFICE
EQUIPMENT
US$
FURNITURE
& FITTINGS
US$
TOTAL
US$
COMPANY
TOTAL
1
US$
Depreciation and
impairment losses
Balance 30 June 2021 – (1,630,850) (870,577) (711,877) (218,709) (3,432,013) (824,200)
Effect of foreign exchange
on opening balance – 64,391 4,577 2,766 873 72,607 59,500
Depreciation charge for
the year – (490,621) – (121,419) (7,008) (619,048) (314,071)
Depreciation capitalised
to exploration – (194,668) (166,686) (5,313) (18,185) (384,852) (1,047)
Disposals – – 33,379 – – 33,379 –
Balance 30 June 2022 – (2,251,748) (999,307) (835,843) (243,029) (4,329,927) (1,079,818)
Effect of foreign exchange
on opening balance – 13,038 826 480 (105) 14,239 13,252
Depreciation charge for
the year – (208,934) (30,597) (47,439) (11,105) (298,075) (283,948)
Depreciation capitalised
to exploration – (436,645) (14,100) (66,921) (4,38 6) (522,052) (358)
Disposals – 227,703 52,388 122,889 26,828 429,808 280,923
Assets acquired through
business combinations – (33,905) (109,971) (69,744) (33,869) (247,489) –
Balance 30 June 2023 – (2,690,491) (1,100,761) (896,578) (265,666) (4,953,496) (1,069,949)
Carrying amounts
At 30 June 2021 16,513,460 1,842,346 203,101 207,709 56,482 18,823,098 958,850
At 30 June 2022 20,350,021 1,504,427 31,303 161,727 37,008 22,084,486 598,919
At 30 June 2023 22,254,788 1,124,064 80,256 107,963 102,305 23,669,380 299,025
1 Company assets include fixture and fittings and office equipment.
The gross carrying amount of fully depreciated property, plant and equipment that is still in use is US$930,562
(2022: US$204,627).
NOTE 12PROPERTY, PLANT AND EQUIPMENT CONTINUED
130
SOLGOLD PLC ANNUAL REPORT 2023
FINANCIAL STATEMENTS
131SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 13INTANGIBLE ASSETS CONTINUED
Cascabel project continued
132 SOLGOLD PLC ANNUAL REPORT 2023
FINANCIAL STATEMENTS
133SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 15 DEFERRED TAXATION
Recognised deferred tax assets and liabilities
GROUP
2023
OPENING
BALANCE
US$
NET
(CHARGED)/
CREDITED
TO INCOME
US$
NET
(CHARGED)/
CREDITED
TO OTHER
COMPREHENSIVE
INCOME
US$
NET
(CHARGED)/
CREDITED TO
EQUITY
US$
NET
MOVEMENT
ON UNWIND/
TRANSFER
US$
CLOSING
BALANCE
US$
Recognised deferred tax assets
Carried forward tax losses 6,295,129 2,261,049 – – 8,556,178
Accruals/provisions 1,084,728 (32,270) – 576,679 – 1,629,137
Potential benefit 7,379,857 2,228,779 – 576,679 – 10,185,315
Recognised deferred tax
liabilities
Financial assets held at
fair value through other
comprehensive income (832,003) 27,351 – 804,652 – –
Derivative liabilities (47,110) (619,011) – – – (666,121)
NSR Liability (borrowings) (4,200,444) – – – – (4,200,444)
Exploration and evaluation
assets (2,452,342) 238,976 – – – (2,213,366)
Foreign exchange gains/losses (3,843,124) (3 , 337,962) – – – (7,181,086)
Property, plant and equipment (1,069) 893 – – – (176)
IFRS 16 right of use asset (204,209) 79,643 – – – (124,567)
Potential benefit (11,580,301) (3,610,110) – 804,652 – (14,385,759)
Net deferred taxes (4,200,444) (1,381,331) – 1,381,331 – (4,200,444)
Deferred tax assets
not recognised
Unused tax losses 21,296,512 15,892,849 – – – 37,18 9,361
Unused capital losses – 425,452 – – – 425,452
Temporary differences 15,660,869 – – – – 15,660,869
Tax benefit 36,957,381 16,318,301 – – – 53,275,682
134 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 15DEFERRED TAXATION CONTINUED
Recognised deferred tax assets and liabilities continued
GROUP
2022
OPENING
BALANCE
US$
NET
(CHARGED)/
CREDITED
TO INCOME
US$
NET
(CHARGED)/
CREDITED
TO OTHER
COMPREHENSIVE
INCOME
US$
NET
(CHARGED)/
CREDITED
TO EQUITY
US$
NET
MOVEMENT
ON UNWIND/
TRANSFER
US$
CLOSING
BALANCE
US$
Recognised deferred tax assets
Carried forward tax losses – 6,295,129 – – – 6,295,129
Accruals/provisions 1, 517,126 (4 43,509) – 11,111 – 1,084,728
Potential benefit 1,517,126 5,851,620 – 11,111 – 7,379,857
Recognised deferred tax
liabilities
Financial assets held at
fair value through other
comprehensive income (1,201,733) 102,643 267,087 – – (832,003)
Derivative liabilities 43,314 (90,424) – – – (47,110)
NSR Liability (borrowings) – (4,200,444) – – – (4,200,444)
Exploration and evaluation
assets (2,599,253) 146,911 – – – (2,452,342)
Foreign exchange gains/losses 2,518,843 (6,361,967) – – – (3,843,124)
Property, plant and equipment – (1,069) – – – (1,069)
IFRS 16 right of use asset (278,297) 74,08 8 – – – (204,209)
Potential benefit (1,517,126) (10,330,262) 267,087 – – (11,580,301)
Net deferred taxes – (4,478,642) 267,087 11,111 – (4,200,444)
Deferred tax assets
not recognised
Unused tax losses 25,423,063 (4,126 , 551) – – – 21,296,512
Temporary differences
1
9,341,592 6,319,277 – – – 15,660,869
Tax benefit 34,764,655 2,192,726 – – – 36,957,381
1 Exploration expenditure incurred in the Solomon Islands that has been expensed. This expenditure is deductible over 5 years from when production commences.
FINANCIAL STATEMENTS
135SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 15DEFERRED TAXATION CONTINUED
Recognised deferred tax assets and liabilities continued
COMPANY
2023
OPENING
BALANCE
US$
NET
(CHARGED)/
CREDITED
TO INCOME
US$
NET
(CHARGED)/
CREDITED
TO OTHER
COMPREHENSIVE
INCOME
US$
NET
(CHARGED)/
CREDITED TO
EQUITY
CLOSING
BALANCE
US$
Recognised deferred tax assets
Carried forward tax losses 3, 847,148 2,501,561 – – 6,348,709
Accruals/provisions 341,446 114,084 – – 455,530
Capital raising costs 662,016 (391,139) – 576,679 847,556
Other temporary differences 49,200 237,38 8 – – 286,588
Potential benefit 4,899,810 2,461,894 – 576,679 7,938,383
Recognised deferred tax liabilities
Financial assets held at fair value through other
comprehensive income (832,004) 832,004 – – –
Derivative liabilities (47,111) (619,011) – – (666,122)
Foreign exchange gains/(losses) (3,848,385) (3, 337,810) – – (7,186,195)
Property, plant and equipment (1,069) 893 – – 176
IFRS 16 right of use asset (171,241) 85,353 – – (85,889)
Potential benefit (4,899,810) (3,038,573) – – (7,938,383)
Net deferred tax liabilities – (576,679) – 576,679 –
Deferred tax assets not recognised
Unused tax losses 14,863,578 753,201 – – 15,616,779
Unused capital losses – – – – –
Temporary differences – – – – –
Tax benefit 14,863,578 753,201 – – 15,616,779
The deferred tax asset in respect of these items has not been recognised as future taxable profit and is not anticipated within
the foreseeable future.
136 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 15DEFERRED TAXATION CONTINUED
Recognised deferred tax assets and liabilities continued
COMPANY
2022
OPENING
BALANCE
US$
NET
(CHARGED)/
CREDITED
TO INCOME
US$
NET
(CHARGED)/
CREDITED
TO OTHER
COMPREHENSIVE
INCOME
US$
NET
(CHARGED)/
CREDITED TO
EQUITY
CLOSING
BALANCE
US$
Recognised deferred tax assets
Carried forward tax losses – 3,847,14 8 – – 3,847,148
Accruals/provisions 303,013 38,433 – – 341,446
Capital raising costs 1,119,475 (468, 570) – 11,111 662,016
Other temporary differences 11,039 38,161 – – 49,200
Potential benefit 1,433,527 3,455,172 – 11,111 4,899,810
Recognised deferred tax liabilities
Financial assets held at fair value through other
comprehensive income (1,201,733) 102,642 267,087 – (832,004)
Derivative liabilities 43,313 (90,424) – – (47,111)
Foreign exchange gains/(losses) – (3,848,385) – – (3,848,385)
Property, plant and equipment – (1,069) – – (1,069)
IFRS 16 right of use asset (275,107) 103,866 – – (171,241)
Potential benefit (1,433,527) (3,733,370) 267,087 – (4,899,810)
Net deferred tax liabilities – (278,198) 267,087 11,111 –
Deferred tax assets not recognised
Unused tax losses 22,008,697 (7,145,119) – – 14,863,578
Unused capital losses – – – – –
Temporary differences 2,973,922 (2,973,922) – – –
Tax benefit 24,982,619 (10,119,041) – – 14,863,578
The deferred tax asset in respect of these items has not been recognised as future taxable profit and is not anticipated within
the foreseeable future.
FINANCIAL STATEMENTS
137SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 17 CASH AND CASH EQUIVALENTS
GROUP
2023
US$
GROUP
2022
US$
COMPANY
2023
US$
COMPANY
2022
US$
Cash at bank 32,481,606 26,102,133 29,041,499 21,032,524
Cash and cash equivalents in the statement
of cash flows 32,481,606 26,102,133 29,041,499 21,032,524
NOTE 18 ALLOTTED, CALLED-UP AND FULLY PAID SHARE CAPITAL AND RESERVES
138 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 18ALLOTTED, CALLED-UP AND FULLY PAID SHARE CAPITAL AND RESERVES CONTINUED
NOTE 19 TRADE AND OTHER PAYABLES
GROUP
2023
US$
GROUP
2022
US$
COMPANY
2023
US$
COMPANY
2022
US$
Current
Trade payables 2,225,163 1,294,293 488,839 885,985
Accrued expenses 4,254,655 1,168,066 4,254,654 760,658
Other payables
1
6,209,621 4,046,719 735,598 298,327
Trade and other current payables 12,689,439 6,509,078 5,479,091 1,944,970
1 Other payables include employee benefits payable and provisions for capitalised exploration and evaluation expenditure.
FINANCIAL STATEMENTS
139SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 20 LEASES
GROUP
2023
US$
GROUP
2022
US$
COMPANY
2023
US$
COMPANY
2022
US$
Current liability
Lease liability 379,239 415,132 299,594 309,668
Balance at the end of the reporting period 379,239 415,132 299,594 309,668
Non-current liability
Lease liability 169,457 326,374 26,164 303,573
Balance at the end of the reporting period 169,457 326,374 26,164 303,573
(a) Right-of-Use assets
GROUP
PROPERTY,
PLANT &
EQUIPMENT
US$
COMPANY
PROPERTY,
PLANT &
EQUIPMENT
US$
At 1 July 2022 702,681 570,807
Additions 236,456 –
Depreciation (429,700) (266,053)
Foreign exchange movements (7,029) (18,457)
At 30 June 2023 502,408 286,297
(b) Lease liabilities
GROUP
US$
COMPANY
US$
At 1 July 2022 741,506 613,242
Additions 236,466 –
Interest expense included in statement of profit and loss (note 6) 46,610 34,702
Interest expense capitalised 185 –
Lease payments (469,427) (303,906)
Foreign exchange movements (6,644) (18,280)
At 30 June 2023 548,696 325,758
The Group’s leasing activities include rental of office premises (111 Eagle Street and Industriestrasse 47), as well as the leasing
of various construction equipment in Ecuador.
140 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 21 BORROWINGS
GROUP
2023
US$
GROUP
2022
US$
Non-current liability
Net Smelter Royalty 147,018,712 84,076,077
Balance at the end of the reporting period 147,018,712 84,076,077
NSR Financing
Balance at beginning of reporting period 84,076,077 106,574, 217
Additions – funds received under new agreements 50,000,000 –
Transaction costs (205,596) –
Accrued interest 13,148,231 12,505,564
Remeasurement of amortised cost – (35,003,704)
Balance at end of reporting period 147,018,712 84,076,077
NSR Financing Agreements
Franco-Nevada Corporation 94,579,463 84,076,077
Osisko Gold Royalties Ltd 52,439,249 –
Balance at end of reporting period 147,018,712 84,076,077
On 11 September 2020, Franco-Nevada paid SolGold US$100 million, the Royalty Purchase Price under the NSR Financing
Agreement, less the amount of outstanding principal and interest under the US$15 million secured bridge loan pursuant to
the Bridge Loan Agreement. In return for the royalty purchase price, Franco-Nevada has been granted a perpetual 1% royalty
interest to be calculated by reference to net smelter returns from the Cascabel concession area. This financing arrangement is
classified as a financial liability at amortised cost and was recognised at the amount received adjusted for transaction costs paid.
Key terms to the financing include:
• Funding amount: US$100 million with upscale option to US$150 million (option has expired)
• Royalty terms: 1.0% NSR for $100 million
• Buy-back option: A 50% buy-back option exercisable at SolGold’s election for six years from closing at a price delivering
Franco-Nevada a 12% IRR
• Gold conversion: option in favour of Franco-Nevada to convert the NSR interest into a gold-only NSR interest (six years from
year two of operations). The amount of the gold net smelter return will be calculated on a net present value neutral basis
• Proceeds to fund the costs to complete the feasibility study, with any surplus to be used for SolGold’s share of the
development of Alpala
Financial liabilities classified at amortised cost are calculated using the Effective Interest Method, which allocates expenses at
a constant rate over the term of the investment. The Effective Interest Rate (EIR) is the internal rate of return of the liability at
initial recognition through the expected life of the financial liability. The EIR was calculated using the available development
plan at the time of recognising the NSR and results in a discount rate of 11.84% (real).
For the year ended 30 June 2022, a remeasurement of US$35,003,704 was recorded against the NSR financial liability, which
represented a gain. The remeasurement was triggered by Board approval in April 2022 of the Preliminary Feasibility Study
resulting in amendments to anticipated cash flows of the NSR agreement due to changes in the timing of construction and the
mine life and updated production volumes. This remeasurement was a non-cash flow book entry accounting for the financial
liability at amortised cost.
FINANCIAL STATEMENTS
141SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 21BORROWINGS CONTINUED
Management has reviewed its assessment and considers that the buy-back option is not an embedded derivative which needs
to be separately accounted for as it is closely related. As such, it is not required to be accounted for as a separate instrument
in accordance with IFRS 9. In previous periods Management assessed that the fair value of this embedded derivative was nil
or immaterial, as there is no expectation or likelihood that the buy-back option will be exercised by SolGold.
On 2 December 2022, Osisko Gold Royalties Ltd (“Osisko”) paid SolGold US$50 million, the Royalty Purchase Price under a
new Royalty Financing Agreement announced on 7 November 2022. This financing arrangement is classified as a financial
liability at amortised cost and was recognised at the amount received adjusted for transaction costs paid.
In return for the royalty purchase price, Osisko has been granted a perpetual 0.6% royalty interest to be calculated by
reference to net smelter returns from the Cascabel concession area in accordance with the terms and conditions set out in the
agreement. Financial liabilities classified at amortised cost are calculated using the Effective Interest Method, which allocates
expenses at a constant rate over the term of the investment. The Effective Interest Rate (EIR) is the internal rate of return
of the liability at initial recognition through the expected life of the financial liability, which in this case is the time from the
recognition until the end of the mine life of the Alpala mine.
Key terms to the financing include:
• Funding amount: US$50 million
• Royalty terms: 0.6% NSR for $50 million
• Buy-back option: A 33.3% buy-back option exercisable at SolGold’s election for four years from closing at a price delivering
Osisko a 12% IRR. The buy-back option can be exercised annually, in November, subject to the Royalty Financing Agreement.
Key inputs for the estimation of future cash flows of the effective interest rate are:
• All operating assumptions are based on the latest available development plan, which was consistent with the plan used for
the Franco-Nevada NSR Financing Agreement
• Gold price of US$1,700 per ounce
• Copper price of US$7,937 per tonne
• Silver price of US$19.90 per ounce
The EIR was calculated using the available development plan at the time of recognising the NSR and results in a discount rate
of 8.87% (real). The financial liability will be re-measured using the latest QP approved assumptions from the Technical Report.
Management has performed an assessment and considers that the buy-back option is an embedded derivative which needs
to be separately accounted for as it is not closely related. However, management has assessed that the fair value of this
embedded derivative is nil at 30 June 2023.
The financial liability for both NSRs will be re-measured using the latest QP approved assumptions from the Technical Report
when this is materially updated.
NOTE 22 OTHER FINANCIAL LIABILITIES
GROUP COMPANY
2023
US$
2022
US$
2023
US$
2022
US$
Movements in financial liabilities
Balance at 1 July 2,387,000 2,926,000 2,387,000 2,926,000
Additions – – – –
Fair value adjustment through profit or loss (2,147,000) (539,000) (2,147,000) (539,000)
Balance at 30 June 240,000 2,387,000 240,000 2,387,000
Other financial liabilities consist of the derivative liability for options issued to BHP as part of the share subscriptions on 2
December 2019. The fair values of these financial liabilities approximate their carrying amounts principally due to their short-
term nature or the fact that they are measured and recognised at fair value.
142 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 22OTHER FINANCIAL LIABILITIES CONTINUED
The following table represents the Group and Company’s financial liabilities measured and recognised at fair value.
US$
LEVEL 1
US$
LEVEL 2
US$
LEVEL 3
US$
TOTAL
2023
Derivative liability at fair value through profit or loss – – 240,000 240,000
2022
Derivative liability at fair value through profit or loss – – 2,387,000 2,387,000
The derivative liability at fair value through profit or loss has been valued using the Monte Carlo Simulation method.
FAIR VALUE OF SHARE OPTIONS AND ASSUMPTIONS
2023
£0.37 OPTIONS
30 JUNE 2023
2022
£0.37 OPTIONS
30 JUNE 2022
Number of options (Note 23) 19,250,000 19,250,000
Share price at valuation date £0.159 £0.292
Exercise price £0.37 £0.37
Expected volatility 57.3% 65.7%
Time to expiry 1.43 years 2.43 years
Expected dividends 0.00% 0.00%
Risk-free interest rate (short-term) 5.31% 1.91%
Fair value $0.012 $0.124
Valuation methodology
Monte Carlo
Value
Monte Carlo
Value
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023/2022
2023
US$
2022
US$
Derivative liability recognised in other comprehensive profit/(loss) (2,147,000) (539,000)
NOTE 23 SHARE OPTIONS
At 30 June 2023 the Company had 95,028,125 options outstanding for the issue of ordinary shares (2022: 32,250,000).
Options
Share options are granted to employees under the company’s Employee Share Option Plan 2023 (“ESOP”) and Directors
under the Long-Term Incentive Plan (“LTIP”). The ESOP and LTIP is designed to align participants’ interests with those of
shareholders.
Unless otherwise documented with the Company, when a participant ceases employment prior to the vesting of their share
options, the share options are forfeited after 90 days unless cessation of employment is due to termination for cause,
whereupon they are forfeited immediately.
The contractual life of each option granted is between two to ten years. There are no cash settlement alternatives.
Each option can be exercised from vesting date to expiry date for one share with the exercise price payable in cash.
FINANCIAL STATEMENTS
143SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 23SHARE OPTIONS CONTINUED
Share options issued
There were 79,778,125 options granted during the year ended 30 June 2023 (2022: 3,000,000).
On 1 July 2022, the Company issued a combined total of 10,000,000 share options over ordinary shares of the company
to Mr Darryl Cuzzubbo, former Chief Executive Officer and Managing Director, in accordance with the Company’s Directors
Remuneration Policy and Long-Term Incentive Plan Rules. The share options were subsequently forfeited on 10 November 2022.
On 24 February 2023, the Company issued a combined total of 33,778,125 replacement share options over ordinary shares
of the Company to option holders of Cornerstone. In accordance with the terms of the Arrangement Agreement, 15 SolGold
options were granted for every 1 Cornerstone option held by option holders as below:
• 10,303,125 options are exercisable at CAD0.29 and expire on 12 September 2023.
• 6,375,000 options are exercisable at CAD0.27 and expire on 6 August 2024.
• 7,350,000 options are exercisable at CAD0.27 and expire on 10 August 2026.
• 4,125,000 options are exercisable at CAD0.30 and expire on 29 March 2027.
• 5,625,000 options are exercisable at CAD0.22 and expire on 13 July 2027.
On 17 March 2023, the Company issued a combined total of 30,000,000 share options over ordinary shares of the company to
Mr Scott Caldwell, Chief Executive Officer and Managing Director, in accordance with the Company’s Directors Remuneration
Policy and LTIP Rules. The options will vest in three years, subject to applicable Performance Conditions.
On 18 April 2023, the Company issued a combined total of 6,000,000 share options over ordinary shares of the company
to Mr Chris Stackhouse, Chief Financial Officer, in accordance with the Company’s ESOP Rules. The options will vest in three
years, with exercise prices of £0.1982, £0.21 and £0.25.
DATE OF GRANT EXERCISABLE FROM EXERCISABLE TO
EXERCISE
PRICE
NUMBER
GRANTED
NUMBER AT
30 JUNE 2023
2 December 2019
1
The options vested immediately and
exercisable through to 2 December 2024 2 December 2024 £0.37 19,250,000 19,250,000
27 April 2020 The options vested immediately and
expired on 26 April 2023 n/a £0.25 7,000,000 –
2 March 2021 The options vested immediately and are
exercisable through to 2 March 2024 2 March 2024 £0.36 3,000,000 3,000,000
24 February 2022 The options vested immediately and are
exercisable through to 15 June 2024 15 June 2024 £0.26 3,000,000 3,000,000
1 July 2022 The options were forfeited on
10 November 2023 n/a £0.292 4,000,000 –
1 July 2022 The options were forfeited on
10 November 2023 n/a £0.35 3,000,000 –
1 July 2022 The options were forfeited on
10 November 2023 n/a £0.50 3,000,000 –
24 February 2023 The replacement options vested
and are exercisable through to
12 September 2023 12 September 2023 £0.174 10,303,125 10,303,125
24 February 2023 The replacement options vested
and are exercisable through to
6 August 2024 6 August 2024 £0.162 6,375,000 6,375,000
24 February 2023 The replacement options vested
and are exercisable through to
10 August 2026 10 August 2026 £0.162 7,350,000 7,350,000
24 February 2023 The replacement options vested
and are exercisable through to
29 March 2027 29 March 2027 £0.182 4,125,000 4,125,000
24 February 2023 The replacement options vested and are
exercisable through to 13 July 2027 13 July 2027 £0.133 5,625,000 5,625,000
144 SOLGOLD PLC ANNUAL REPORT 2023
DATE OF GRANT EXERCISABLE FROM EXERCISABLE TO
EXERCISE
PRICE
NUMBER
GRANTED
NUMBER AT
30 JUNE 2023
17 March 2023 The options will vest in 3 years and are
exercisable to 17 March 2033 17 March 2033 £0.17 30,000,000 30,000,000
18 April 2023 The options will vest in 12 months and
are exercisable to 18 April 2033 18 April 2033 £0.1982 2,000,000 2,000,000
18 April 2023 The options will vest in 24 months and
are exercisable to 18 April 2033 18 April 2033 £0.21 2,000,000 2,000,000
18 April 2023 The options will vest in 36 months and
are exercisable to 18 April 2033 18 April 2033 £0.25 2,000,000 2,000,000
112,028,125 95,028,125
1 Options issued to BHP as part of the share subscriptions on 2 December 2019 and exercisable at £0.37 within 5 years. These options fall outside the scope of
IFRS 2 and are classified as a derivative financial liability as they do not meet the fixed for fixed test.
Share based payments
The number and weighted average exercise price of share options are as follows:
WEIGHTED
AVERAGE
EXERCISE PRICE
2023
NUMBER OF
OPTIONS
2023
WEIGHTED
AVERAGE
EXERCISE PRICE
2022
NUMBER OF
OPTIONS
2022
Outstanding at the beginning of the year £0.33 32,250,000 £0.53 106,875,000
Exercised during the year – – – –
Expired/lapsed during the year £0.25 (7,000,000) £0.60 (77,625,000)
Forfeited during the year £0.37 (10,000,000) – –
Granted during the year £0.20 79,778,125 £0.26 3,000,000
Outstanding at the end of the year £0.22 95,028,125 £0.32 32,250,000
Exercisable at the end of the year £0.25 59,028,125 £0.32 32,250,000
The options outstanding at 30 June 2023 have an exercise price of £0.133, £0.162, £0.17, £0.174, £0.182, £0.1982, £0.21, £0.25,
£0.26, £0.292, £0.35, £0.36, £0.37, £0.50 (2022: £0.25, £0.26, £0.36 and £0.37) and a weighted average contractual life of
4.76 years (2022: 1.97 years).
Share options held by the following individuals are as follows:
SHARE OPTIONS HELD AT 30 JUNE 2023 AT 30 JUNE 2022 OPTION PRICE EXERCISE PERIOD
Scott Caldwell 30,000,000 – £0.17 17/3/2026 – 16/3/2033
Chris Stackhouse 6,000,000 – £0.1982 – £0.25 18/4/2024 – 17/4/2033
Former Cornerstone option holders 33,778,125 – £0.133 – £0.182 24/2/2023 – 13/7/2027
The fair value of services received in return for share options granted is measured by reference to the fair value of share
options granted. This estimate is based on the Black-Scholes model considering the effects of the vesting conditions, expected
exercise period and the dividend policy of the Company.
NOTE 23SHARE OPTIONS CONTINUED
Share options issued continued
FINANCIAL STATEMENTS
145SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 23SHARE OPTIONS CONTINUED
Share based payments continued
FAIR VALUE OF SHARE
OPTIONS AND ASSUMPTIONS
2023
REPLACEMENT
OPTIONS
(WEIGHTED
AVERAGE)
24 FEBRUARY 2023
2023
£0.17 OPTIONS
17 MARCH 2023
2023
£0.1982 OPTIONS
18 APRIL 2023
2023
£0.20 OPTIONS
18 APRIL 2023
2023
£0.25 OPTIONS
18 APRIL 2023
Number of options 33,778,125 30,000,000 2,000,000 2,000,000 2,000,000
Share price at issue date £0.203 £0.1758 £0.203 £0.203 £0.203
Exercise price £0.248 £0.17 £0.1982 £0.21 £0.25
Expected volatility 77. 28% 62.887% 61.37% 60.33% 61.34%
Option life (years) 2.42 10 5.5 6.0 6.5
Expected dividends 0.00% 0.00% 0.00% 0.00% 0.00%
Risk-free interest rate 2.56% 3.23% 3.57% 3.56% 3.56%
Fair value £0.165 £0.073 £0.118 £0.118 £0.116
Valuation methodology Black-Scholes Monte Carl Black-Scholes Black-Scholes Black-Scholes
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023 US$ US$ US$ US$ US$
Share based payment expense recognised in statement of statement
of profit or loss and other comprehensive income 202,485 263,012 73,116 36,647 24,007
2023 2022
Share based payment expense recognised in statement of statement of profit or loss and other
comprehensive income 998,682 454,336
NOTE 24 FINANCIAL INSTRUMENTS (GROUP AND COMPANY)
Financial instruments by category (Group)
FINANCIAL ASSETS
AT AMORTISED COST (US$)
FINANCIAL ASSETS HELD
AT FAIR VALUE THROUGH OCI (US$)
FINANCIAL ASSETS 2023 2022 2023 2022
Cash and cash equivalents 32,481,606 26,102,133 – –
Other receivables 2,104,349 1, 8 07,935 – –
Financial assets at amortised cost 1,729,033 1,749, 213 – –
Loans receivable and other current assets 2,099,527 3,553,291 – –
Equity investments – – 5,328 5,351,844
Total financial assets 38,414,515 33,212,572 5,328 5,351,844
FINANCIAL LIABILITIES
AT AMORTISED COST (US$)
FINANCIAL LIABILITIES AT FAIR
VALUE THROUGH PROFIT OR LOSS (US$)
FINANCIAL LIABILITIES 2023 2022 2023 2022
Trade and other payables 6,479,818 1,864,490
1
– –
Derivative liability – – 240,000 2,387,000
NSR 147,018,712 84,076,077 – –
Lease liabilities 548,696 741, 506 – –
Total financial liabilities 154,047, 226 86,682,073 240,000 2,387,000
1 Amount previously reported included balances that were not financial liabilities.
146 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 24FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED
Financial instruments by category (Company)
FINANCIAL ASSETS
AT AMORTISED COST (US$)
FINANCIAL ASSETS HELD
AT FAIR VALUE THROUGH OCI (US$)
FINANCIAL ASSETS 2023 2022 2023 2022
Cash and cash equivalents 29,041,499 21,032,524 – –
Other receivables 14,335 623,282 – –
Financial assets at amortised cost 734,248 756,332 – –
Loans receivable and other current assets 2,099,527 3,553,291 – –
Loans with subsidiaries 181,525,074 185,599,916 – –
Equity investments – – – 5,346,323
Total financial assets 213,414,683 211,565,345 – 5,346,323
FINANCIAL LIABILITIES
AT AMORTISED COST (US$)
FINANCIAL LIABILITIES AT FAIR
VALUE THROUGH PROFIT OR LOSS (US$)
FINANCIAL LIABILITIES 2023 2022 2023 2022
Trade and other payables 4,743,494 1,407,250
1
– –
Derivative liability – – 240,000 2,387,000
Lease liabilities 325,758 613,241 – –
Total financial liabilities 5,069,252 2,020,491 240,000 2,387,000
1 Amount previously reported included balances that were not financial liabilities.
If required, the Board of Directors determines the degree to which it is appropriate to use financial instruments, commodity
contracts or other hedging contracts or techniques to mitigate risks. The main risks for which such instruments may be
appropriate are foreign currency risk and liquidity risk, each of which is discussed below. The main credit risk is the non-
collection of loans and other receivables which include refunds and tenement security deposits. There were no overdue
receivables at year end, apart from the amounts owing for the CFLP (Note 14).
For the Company, the main credit risk is the non-collection of loans made to its subsidiaries. The Directors expect to collect the
loans through the successful exploration and subsequent exploitation of the subsidiaries’ tenements.
There have been no changes in financial risks from the previous year. During the years ended 30 June 2023 and 2022 no
trading in commodity contracts was undertaken.
FINANCIAL STATEMENTS
147SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 24FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED
Market risk continued
148 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 24FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED
Market risk continued
FINANCIAL STATEMENTS
149SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
NOTE 24FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED
Liquidity risks continued
150 SOLGOLD PLC ANNUAL REPORT 2023
FINANCIAL STATEMENTS
151SOLGOLD PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2023
152 SOLGOLD PLC ANNUAL REPORT 2023
NOTE 28ACQUISITION OF CORNERSTONE CONTINUED
The excess of the:
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity.
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.
Acquisition-related costs
Acquisition-related costs of US$16,054,495 that were not directly attributable to the issue of shares are included in
administrative expenses in the statement of profit or loss and in operating cash flows in the statement of cash flows.
Purchase Consideration – Cash Outflow
INFLOW/(OUTFLOW) OF CASH TO ACQUIRE SUBSIDIARY, NET OF CASH ACQUIRED $US
Cash consideration Nil
Less: Balances acquired
Cash and cash equivalents 1,047,190
Net inflow of cash – investing activities 1,047,190
NOTE 29 SUBSEQUENT EVENTS
On 17 July 2023, the Group completed negotiations for the renewal of the mining concession for the Cascabel Project. The
Northern Zonal Coordination of the Ministry of Energy and Mines issued the renewal of the Cascabel Mining Concession (Code
402288) for a period 25 years until 2048.
On 20 July 2023, the Group completed negotiations with the Government of Ecuador for the Exploitation Agreement in
relation to the Cascabel Project. SolGold plc, through its wholly owned subsidiary in Exploraciones Novomining S.A. negotiated
the right to develop the Cascabel Project and produce copper, gold, and silver from the contract area for 33 years, which may
be renewed. The Group and the Government of Ecuador agreed to an advanced royalty payment totalling $75 million, with $25
million due upon the concentrator construction start date. The remaining two payments, each of $25 million, will be made on
the first and second anniversary, respectively, from the date of the first payment. The actual royalty on net smelter revenues
ranges from 3% to 8%. Revenue from the royalties collected by the government will be allocated to productive and sustainable
projects through the municipal governments and parish councils of the communities of the Cascabel Project.
In July and August 2023, the Company granted 10,500,000 employee options to various members of management in
accordance with the Employee Share Option Plan 2023. The options have exercise prices of £0.17, £0.21 and £0.25 and vest in
12 months, 24 months and 36 months (respectively).
The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the reporting
date that would have a material impact on the consolidated or Company financial statements.
FINANCIAL STATEMENTS
153SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 2: General disclosures
2-1 Organisational details The Story of SolGold: Pages 4 and 5
Throughout this Annual Report 2023
2-2 Entities included in the organisation’s
sustainability reporting
SolGold Corporate Structure: Page 2
Notes to the Financial Statements: Page 107
2-3 Reporting period, frequency and
contact point
Chair’s Review: Pages 6 and 7
Chief Executive’s Review: Pages 8 and 9
Directors’ Report: Pages 83 to 87
2-4 Restatements of information N /A
2-5 External assurance Independent Auditors’ Report to the
Members of SolGold Plc: Pages 90 to 98
2-6 Activities, value chain and other business
relationships
Business Model: Pages 10 and 11
Engaging with our Stakeholders: Pages 30 to 33
Sustainability Report: Pages 34 to 36
Corporate Governance statement: Pages 50 to 53
Stakeholder engagement: Page 59
2-7 Employees Engaging with our Stakeholders: Page 30 to 33
Sustainability Report and TCFD Disclosures: Pages 34 to 47
2-8 Workers who are not employees Engaging with our Stakeholders: Pages 30 to 33
2-9 Governance structure and composition Corporate Governance Statement: Pages 50 to 53
Executive Management Team: Page 56
Board Leadership and Company Purpose: Pages 57 and 58
2-10 Nomination and selection of the highest
governance body
Risk Management: Pages 22 to 28
Nomination Committee Report: Page 64
2-11 Chair of the highest governance body Chair’s Review: Pages 6 and 7
Corporate Governance Statement: Pages 50 to 53
Board Leadership and Company Purpose: Pages 57 and 58
2-12 Role of the highest governance body in
overseeing the management of impacts
Corporate Governance Statement: Pages 50 to 53
Executive Management Team: Page 56
Board Leadership and Company Purpose: Pages 57 and 58
Division of Responsibilities: Pages 60 to 62
Directors’ Report: Pages 83 to 87
Directors’ Responsibility Statement: Page 88
2-13 Delegation of responsibility for
managing impacts
Executive Management team: Pages 56
Division of Responsibilities: Pages 60 to 62
GRI CONTENT INDEX
154 SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 2: General disclosures continued
2-14 Role of the highest governance
body in sustainability reporting
Environmental, Social and Governance
Committee Report: Page 68
2-15 Conflicts of interest Division of Responsibilities: Pages 60 to 62
2-16 Communication of critical concerns Engaging with our Stakeholders: Pages 30 to 33
Corporate Governance Statement: Pages 50 to 53
Stakeholder Engagement: Page 59
2-17 Collective knowledge of the highest
governance body
Board Leadership and Company Purpose: Pages 57 and 58
2-18 Evaluation of the performance of the
highest governance body
Corporate Governance statement: Pages 50 to 53
Stakeholder Engagement: Page 59
2-19 Remuneration policies Directors’ Remuneration Policy: Pages 81 and 82
2-20 Process to determine remuneration Directors’ Remuneration Report: Pages 70 and 71
Annual Report on Remuneration: Pages 72 to 80
Remuneration at–a–Glance: Pages 81 and 82
2-21 Annual total compensation ratio Directors’ Remuneration Report: Pages 70 and 71
Annual Report on Remuneration: Pages 72 to 80
Remuneration at–a–Glance: Pages 81 and 82
2-22 Statement on sustainable development strategy Sustainability Report and TCFD Disclosures: Pages 34 to 47
2-23 Policy commitments Non–financial Information Statement: Page 47
2-24 Embedding policy commitments Corporate Governance Statement: Pages 50 to 53
Executive Management Team: Pages 56
Board Leadership and Company Purpose: Pages 57 and 58
Division of Responsibilities: Pages 60 to 62
2-25 Processes to remediate negative impacts Sustainability Report Grievance Mechanism: Page 44
2-26 Mechanisms for seeking advice and
raising concerns
Corporate Governance Whistle–blower Policy: Page 58
2-27 Compliance with laws and regulations Sustainability Report: Pages 34 to 46
Corporate Governance Statement: Pages 50 to 53
2-28 Membership associations Sustainability Report and TCFD Disclosures: Pages 34 to 47
2-29 Approach to stakeholder engagement Engaging with our Stakeholders: Pages 30 to 33
Stakeholder Engagement: Page 59
2-30 Collective bargaining agreements N /A
155
ADDITIONAL INFORMATION
SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 3: Material topics
3-1 Process to determine material topics Not available
3-2 List of material topics Not available
3-3 Management of material topics Not available
GRI 201: Economic performance
201-1 Direct economic value generated and
distributed
Business Model: Pages 10 and 11
Sustainability Report and TCFD Disclosures: Pages 34 to 47
201-2 Financial implications and other risks and
opportunities due to climate change
Not stated
201-3 Defined benefit plan obligations and other
retirement plans
Notes to the Financial Statements: Page 112
201-4 Financial assistance received from government N/A
GRI 202: Market presence
202-1 Ratios of standard entry level wage by
gender compared to local minimum wage
Not stated
202-2 Proportion of senior management hired
from the local community
Not stated
GRI 203: Indirect Economic Impacts
203-1 Infrastructure investments and services
supported
Not stated
203-2 Significant indirect economic impacts Business Model: Pages 10 and 11
Sustainability Report and TCFD Disclosures: Page 43
GRI 204: Procurement Practices
204-1 Proportion of spending on local suppliers Not stated
GRI 205: Anti-corruption
205-1 Operations assessed for risks related to
corruption
Not stated
205-2 Communication and training about anti-
corruption policies and procedures
Not stated
205-3 Confirmed incidents of corruption and
actions taken
Directors’ Report: Pages 83 to 87
Independent Auditors’ Report to the
Members of SolGold Plc: Pages 90 to 98
GRI 206: Anti-competitive behaviour
206-1 Legal actions for anti-competitive behaviour,
anti-trust, and monopoly practices
N/A
GRI CONTENT INDEX CONTINUED
156 SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 207: Tax
207-1 Approach to tax Notes to the Financial Statements: Page 107
207-2 Tax governance, control, and risk management Not stated
207-3 Stakeholder engagement and management of
concerns related to tax
Not stated
207-4 Country-by-country reporting Not stated
GRI 301: Materials
301-1 Materials used by weight or volume Not stated
301-2 Recycled input materials used Not stated
301-3 Reclaimed products and their
packaging materials
Not stated
GRI 302: Energy
302-1 Energy consumption within the organisation Sustainability Report and TCFD Disclosures: Page 39 Felipe
Castillo
302-2 Energy consumption outside of the
organisation
Not available
302-3 Energy intensity Sustainability Report: Page 39 Felipe
Castillo
302-4 Reduction of energy consumption Sustainability Report: Page 39
302-5 Reductions in energy requirements of
products and services
Not available
GRI 303: Water and euents
303-1 Interactions with water as a shared resource Sustainability Report and TCFD Disclosures: Page 40
303-2 Management of water discharge-related impacts Sustainability Report and TCFD Disclosures: Page 40
303-3 Water withdrawal Sustainability Report and TCFD Disclosures: Page 40
303-4 Water discharge Sustainability Report and TCFD Disclosures: Page 40
303-5 Water consumption Sustainability Report and TCFD Disclosures: Page 40
GRI 304: Biodiversity
304-1 Operational sites owned, leased, managed in,
or adjacent to, protected areas and areas of
high biodiversity value outside protected areas
Sustainability Report and TCFD Disclosures: Page 41
304-2 Significant impacts of activities, products
and services on biodiversity
Sustainability Report and TCFD Disclosures: Page 41
304-3 Habitats protected or restored Sustainability Report and TCFD Disclosures: Page 41
304-4 IUCN Red List species and national
conservation list species with habitats
in areas aected by operations
Sustainability Report and TCFD Disclosures: Page 41
157
ADDITIONAL INFORMATION
SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 305: Emissions
305-1 Direct (Scope 1) GHG emissions Sustainability Report and TCFD Disclosures: Page 39 Felipe
Castillo
305-2 Energy indirect (Scope 2) GHG emissions Sustainability Report and TCFD Disclosures: Page 39 Felipe
Castillo
305-3 Other indirect (Scope 3) GHG emissions Not stated
305-4 GHG emissions intensity Sustainability Report and TCFD Disclosures: Page 39 Felipe
Castillo
305-5 Reduction of GHG emissions Sustainability Report and TCFD Disclosures: Page 39 Felipe
Castillo
305-6 Emissions of ozone-depleting substances
(ODS)
Not stated
305-7 Nitrogen oxides (NOx), sulphur oxides (SOx),
and other significant air emissions
Sustainability Report and TCFD Disclosures: Page 39
GRI 306: Waste
306-1 Waste generation and significant
waste-related impacts
Sustainability Report and TCFD Disclosures: Page 40
306-2 Management of significant waste-related
impacts
Sustainability Report and TCFD Disclosures: Page 40
306-3 Waste generated Sustainability Report and TCFD Disclosures: Page 40
306-4 Waste diverted from disposal Sustainability Report and TCFD Disclosures: Page 40
306-5 Waste directed to disposal Sustainability Report and TCFD Disclosures: Page 40
GRI 308: Supplier environmental assessment
308-1 New suppliers that were screened using
environmental criteria
Not stated
308-2 Negative environmental impacts in the
supply chain and actions taken
Not stated
GRI 401: Employment
401-1 New employee hires and employee turnover Not stated
401-2 Benefits provided to full-time employees that
are not provided to temporary or part-time
employees
Not stated
401-3 Parental leave Not stated
GRI CONTENT INDEX CONTINUED
158 SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 402: Labour/Management relations
402-1 Minimum notice periods regarding
operational changes
Not stated
GRI 403: Occupational health and safety
403-1 Occupational health and safety
management system
Sustainability Report and TCFD Disclosures: Page 42
403-2 Hazard identification, risk assessment,
and incident investigation
Not stated
403-3 Occupational health services Not stated
403-4 Worker participation, consultation, and
communication on occupational health
and safety
Not stated
403-5 Worker training on occupational health
and safety
Not stated
403-6 Promotion of worker health Not stated
403-7 Prevention and mitigation of occupational
health and safety impacts directly linked
by business relationships
Risk Management: Page 23
403-8 Workers covered by an occupational
health and safety management system
Not stated
403-9 Work-related injuries Sustainability Report: Page 42
403-10 Work-related ill health Not stated
GRI 404: Training and education
404-1 Average hours of training per year per
employee
Not stated
404-2 Programmes for upgrading employee skills
and transition assistance programs
Not stated
404-3 Percentage of employees receiving regular
performance and career development reviews
Not stated
GRI 405: Diversity and equal opportunity
405-1 Diversity of governance bodies and employees Engaging with our Stakeholders: Page 31
405-2 Ratio of basic salary and remuneration
of women to men
Not stated
159
ADDITIONAL INFORMATION
SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 406: Non-discrimination
406-1 Incidents of discrimination and corrective
actions taken
Not stated
GRI 407: Freedom of association and collective bargaining
407-1 Operations and suppliers in which the
right to freedom of association and
collective bargaining may be at risk
Not stated
GRI 408: Child labour
408-1 Operations and suppliers at significant
risk for incidents of child labour
Not stated
GRI 409: Forced or compulsory labour
409-1 Operations and suppliers at significant risk
for incidents of forced or compulsory labour
Not stated
GRI 410: Security practices
410-1 Security personnel trained in human rights
policies or procedures
Not stated
GRI 411: Rights of indigenous peoples
411-1 Incidents of violations involving rights of
indigenous peoples
Not stated
GRI 413: Local communities
413-1 Operations with local community
engagement, impact assessments,
and development programmes
Not stated
413-2 Operations with significant actual and
potential negative impacts on local
communities
Risk Management: Page 26
Engaging with our Stakeholders: Page 33
GRI 414: Supplier social assessment
414-1 New suppliers that were screened using
social criteria
Not stated
414-2 Negative social impacts in the supply chain
and actions taken
Not stated
GRI CONTENT INDEX CONTINUED
160 SOLGOLD PLC ANNUAL REPORT 2023
DISCLOSURE
COMMENTARY/SECTION AND PAGE NUMBER
REFERENCES FOR THE FY2023 ANNUAL REPORT
EXTERNAL
ASSURANCE
GRI 415: Public policy
415-1 Political contributions Directors’ Report: Page 85
GRI 416: Customer health and safety
416-1 Assessment of the health and safety impacts of
product and service categories
Not applicable
416-2 Incidents of non-compliance concerning the
health and safety impacts of products and
services
Not applicable
GRI 417: Marketing and labelling
417-1 Requirements for product and service
information and labelling
Not applicable
417-2 Incidents of non-compliance concerning
product and service information and labelling
Not applicable
417-3 Incidents of non-compliance concerning
marketing communications
Not stated
GRI 418: Customer privacy
418-1 Substantiated complaints concerning
breaches of customer privacy and losses
of customer data
Not available
161SOLGOLD PLC ANNUAL REPORT 2023
BRISBANE HEAD OFFICE:
Level 27, 111 Eagle Street,
Brisbane, Queensland,
Australia 4000
LONDON REGISTERED OFFICE:
1 King Street,
London, United Kingdom,
EC2V 8AU
QUITO CORPORATE OFFICE:
Avenida Coruña E2558 y San
Ignacio, Edificio Altana Plaza,
piso 4 oficina 406, Quito,
Ecuador
www.solgold.com.au
SolGold plc Annual Report 2023
SolGold plc Annual Report 2023