In the Matter of SolGold plc, 2025 CanLII 125823

December 3, 2025

In the Matter of the Securities Legislation of the Province of Ontario (the Jurisdiction)

and

In the Matter of the Process for Exemptive Relief Applications in Multiple Jurisdictions

and

In the Matter of SolGold plc (the Filer)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting:

(a) the Filer from the requirements of Parts 4 through 12 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), pursuant to section 13.1 of NI 51-102;

(b) the Filer from the requirements of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), pursuant to section 8.6 of NI 52-109;

(c) the Filer from the requirements of National Instrument 52-110 Audit Committees (NI 52-110), pursuant to section 8.1 of NI 52-110;

(d) the Filer from the requirements of National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), other than the requirements of NI 54-101 with respect to fees payable to intermediaries, for any depositary and any intermediary whose last address as shown on the books of the Filer is in Canada, pursuant to section 9.2 of NI 54-101;

(e) insiders of the Filer from insider reporting requirements and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders (NI 55-102), National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104) and section 107 of the Securities Act (Ontario) (the OSA), pursuant to section 6.1 of NI 55-102, section 10.1 of NI 55-104, and section 121(2)(a)(ii) of the OSA, respectively;

(f) the Filer from the requirements of NI 58-101 Disclosure of Corporate Governance Practices (NI 58-101), pursuant to section 3.1 of NI 58-101;

(g) the Filer from the requirements relating to business combinations and related party transactions in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), pursuant to section 9.1(2) of MI 61-101;

(h) any person or company acquiring voting or equity securities of the Filer from the early warning requirements and acquisition announcement provisions of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103) and National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), pursuant to section 11.1 of NI 62-103 and section 6.1 of NI 62-104, respectively; and

(i) the Filer from the requirements related to non-GAAP financial measures in National Instrument 52-112 Non GAAP and Other Financial Measures Disclosure (NI 52-112), pursuant to section 12 of NI 52-112

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for the application; and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, and Nova Scotia (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. In addition, for purposes of this decision, the terms designated foreign issuer, foreign disclosure requirements and designated foreign jurisdiction have the respective meanings ascribed to them in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102).

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is incorporated under the laws of England and Wales, with its registered office located in London, United Kingdom.

2. The Filer is a mineral resources company focused primarily on the exploration and development of copper and gold deposits in Ecuador (where its 100% owned flagship Cascabel project is located).

3. The Filer’s share capital consists of ordinary shares (Ordinary Shares) with a nominal par value of GBP0.01 each. As of September 1, 2025, the Filer had 3,001,106,975 issued and outstanding Ordinary Shares and 103,100,000 options (Options) entitling the holders thereof to acquire in aggregate an additional 103,100,000 Ordinary Shares, and no other equity securities outstanding.

4. The Ordinary Shares have been admitted to trading on the Main Market of the London Stock Exchange (the LSE) since October 6, 2017, and trade under the symbol “SOLG”. Prior to this, the Ordinary Shares were listed on the AIM Market of the London Stock Exchange since February 2006.

5. The Ordinary Shares were listed on the Toronto Stock Exchange (the TSX) from July 14, 2017 until June 18, 2025, when they were voluntarily delisted from the TSX at the request of the Filer. As a result, the Ordinary Shares are no longer listed on any Canadian stock exchange or market.

6. The Filer is a reporting issuer in each of the Jurisdictions and is not in default of securities legislation in the Jurisdictions.

7. On February 24, 2023, the Filer acquired all of the issued and outstanding common shares of Cornerstone Capital Resources Inc. (Cornerstone), a corporation organized under the laws of Alberta, pursuant to statutory plan of arrangement under the Business Corporations Act (Alberta) (the Cornerstone Arrangement). At the time of the Cornerstone Arrangement, Cornerstone was a reporting issuer in certain of the Jurisdictions, and its common shares were listed on the TSX Venture Exchange as well as certain non-Canadian stock exchanges. In connection with the Cornerstone Arrangement: (i) the shareholders of Cornerstone received Ordinary Shares of the Filer for their common shares of Cornerstone, and each stock option of Cornerstone outstanding immediately prior to such time was exchanged for replacement stock options of the Filer; (ii) Cornerstone became a wholly-owned subsidiary of the Filer; (iii) the common shares of Cornerstone were delisted from each stock exchange on which they were previously listed; and (iv) Cornerstone ceased to be a reporting issuer. On closing of the Cornerstone Arrangement, the Filer issued a total of 525,954,360 Ordinary Shares, resulting in the former shareholders of Cornerstone holding approximately 17.1% of the then-outstanding Ordinary Shares following the Cornerstone Arrangement on a fully-diluted basis. The Filer’s current equity securityholdings held by Canadian residents are predominantly as a result of Ordinary Shares issued under the Cornerstone Arrangement.

8. The Filer has made diligent and reasonable inquiries for the purpose of ascertaining the percentage of its Ordinary Shares held directly or indirectly, on a fully-diluted basis, by residents of Canada. These inquiries have included requesting and reviewing (i) a comprehensive third party analysis of its shareholder register to assess the geographic breakdown of the residence of beneficial owners of the Ordinary Shares; (ii) copies of insider reports and early warning reports filed with Canadian securities regulators regarding the ownership of its securities; and (iii) its internal Option holder register.

9. Based on these inquiries, on or about August 7, 2025 (being the date of the third party beneficial shareholder analysis), the Filer had 1,056 registered shareholders, and based on the diligent and reasonable inquiries described above, to the best of the Filer’s knowledge and belief:

(a) 334,578,266 of the 3,001,106,975 issued and outstanding Ordinary Shares of the Filer were believed to be beneficially owned by Canadian residents or persons who could be deemed to be Canadian residents, representing 11.15% of the issued and outstanding Ordinary Shares of the Filer;

(b) in addition, 28,475,000 of the 103,100,000 outstanding Options of the Filer were held by Canadian residents; and

(c) as a result, 11.70% of the total issued and outstanding Ordinary Shares of the Filer (on a fully diluted basis) were held by Canadian residents or persons who could be deemed to be Canadian residents.

10. The largest shareholding which is beneficially owned or controlled by a Canadian resident is that of Mr. Dymant Sangha (the Significant Shareholder), who directly or indirectly owns or exercises control or direction over in aggregate 153,366,663 Ordinary Shares, representing 4.94% of the total issued and outstanding Ordinary Shares (on a fully diluted basis). As publicly disclosed in filings made under United Kingdom securities laws, these Ordinary Shares are beneficially owned by the Significant Shareholder or by Maxit Capital LP, a privately-held Canadian investment and merchant bank of which the Significant Shareholder is the Chief Executive Officer. Maxit Capital LP currently serves as a financial advisor to the Filer.

11. Excluding the Ordinary Shares owned, directly or indirectly, or over which control or direction is exercised, by the Significant Shareholder, the percentage of the issued and outstanding Ordinary Shares of the Filer held by other Canadian residents is only 6.76% (on a fully diluted basis).

12. The Significant Shareholder has confirmed in writing to the Filer that (i) he and Maxit Capital LP receive disclosure from the Filer under the UK Reporting Requirements (as defined below), and (ii) he and Maxit Capital LP do not object to the Filer’s request for the Exemption Sought.

13. The Filer is a “foreign reporting issuer” for purposes of NI 71-102 and a “foreign issuer” for purposes of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) since: (i) it is a reporting issuer that is incorporated under the laws of a foreign jurisdiction; (ii) outstanding voting securities carrying more than 50% of the votes for the election of directors of the Filer are not owned, directly or indirectly, by residents of Canada; (iii) less than a majority of the executive officers and directors of the Filer are residents of Canada; (iv) less than 50% of the consolidated assets of the Filer are located in Canada; and (v) the business of the Filer is not administered principally in Canada.

14. The Filer does not have a class of securities registered under section 12 of the United States Securities Exchange Act of 1934 (the 1934 Act) and is not be required to file reports under section 15(d) of the 1934 Act.

15. The Filer is subject to foreign disclosure requirements in a designated foreign jurisdiction on the basis that: (i) it is subject to public disclosure requirements in the United Kingdom under the UK Market Abuse Regulation (for which the Financial Conduct Authority is the competent authority) and the rules of the LSE, which is currently its principal trading market (collectively, the UK Reporting Requirements), and (ii) the United Kingdom is specified under NI 71-102 as a designated foreign jurisdiction. The Filer is not in default of the UK Reporting Requirements.

16. The Filer’s annual comparative consolidated financial statements for the years ended June 30, 2025 and 2024 were (i) prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB) and (ii) audited by the Filer’s auditors in accordance with International Standards on Auditing (ISA). The Filer expects that its annual consolidated financial statements will continue to be prepared in accordance with IFRS as adopted by the IASB and audited in accordance with ISA.

17. Following its delisting from the TSX, none of the Filer’s securities are currently listed, traded or quoted on a marketplace in Canada (as that term is defined in National Instrument 21-101 – Marketplace Operation) and the Filer does not intend to have its securities listed, traded or quoted on any marketplace in Canada.

18. Since February 27, 2023, the Filer has not conducted any offerings, whether by way of a prospectus offering or a private placement, of its securities in Canada, nor does the Filer currently intend to conduct any offerings, whether by way of a prospectus offering or a private placement, of its securities in Canada.

19. From the time the Filer obtained its listing on the TSX in July 2017 until its voluntary delisting of the shares in June 2025, the daily average volume of trading of the Ordinary Shares on the TSX only accounted for less than 3% of the Filer’s worldwide daily trading volumes. Since its Ordinary Shares were delisted from the TSX, the Filer has not taken any steps to create or maintain a market for its securities in Canada.

20. The Filer’s principal reason for seeking the Exemption Sought is that its burden and cost in complying with NI 51-102 and other Canadian continuous disclosure requirements is disproportionate to the benefit it and its security holders derive from such compliance.

21. But for the Significant Shareholder, who beneficially owns or exercises control or direction over 4.94% of the Ordinary Shares (on a fully diluted basis) and without whom the Filer’s aggregate fully-diluted Canadian resident shareholding would be less than 10%, the Filer would satisfy all of the criteria to be a designated foreign issuer.

22. The Significant Shareholder is a sophisticated investor with extensive knowledge of Canadian and international financial markets, who has determined that he does not require the incremental disclosure required by Canadian securities laws, and has therefore consented to the Filer bringing this Application and to the Exemption Sought. As a result, the Filer submits any Ordinary Shares beneficially owned or over which control or direction is exercised by the Significant Shareholder should be excluded in determining whether to apply the regime applicable to designated foreign issuers under NI 71-102 to the Filer.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that and for so long as:

(a) the Filer continues to be a “foreign reporting issuer” for purposes of NI 71-102 in that: (i) it is incorporated under the laws of England and Wales; (ii) Canadian residents own, directly or indirectly, outstanding voting securities carrying no more than 50% of the votes for the election of directors of the Filer; (iii) less than a majority of the executive officers or directors of the Filer are residents of Canada; (iv) less than 50% of the consolidated assets of the Filer are located in Canada; and (v) the business of the Filer is not administered principally in Canada;

(b) the Filer does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(d) of the 1934 Act;

(c) the Filer is subject to and complies with the foreign disclosure requirements of the United Kingdom;

(d) excluding any equity securities owned, directly or indirectly, or over which control or direction is exercised, by the Significant Shareholder, the total number of equity securities of the Filer owned, directly or indirectly, by residents of Canada does not exceed 10%, on a fully-diluted basis, of the total number of equity securities of the Filer, calculated in accordance with sections 1.2 and 1.3 of NI 71-102;

(e) the Filer files on SEDAR+ all documents relating to the Filer, including amendments and supplements thereto, that it would be required to file under applicable current and future requirements of the Legislation as if it were a designated foreign issuer;

(f) the Filer complies with current and future requirements of the Legislation applicable to designated foreign issuers as if it were a designated foreign issuer;

(g) the Filer’s disclosure documents required to be filed on SEDAR+ pursuant to paragraph (e) above comply with the requirements of NI 52-107 applicable to foreign issuers;

(h) the financial statements of the Filer that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above are prepared in accordance with IFRS standards as adopted by the IASB;

(i) the audited financial statements of the Filer that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above are audited in accordance with ISA and the financial statements are accompanied by:

(i) an auditor's report that

(A) expresses an unmodified opinion,

(B) identifies all financial periods presented for which the auditor has issued the auditor's report,

(C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements,

(D) is prepared in accordance with the same auditing standards used to conduct the audit, and

(ii) the predecessor auditor's reports on the comparative periods, if the Filer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor;

(j) the Filer must, at least once a year, disclose in, or as an appendix to, a document that the Filer is required to file under the UK Reporting Requirements and that the Filer files on SEDAR+ that:

(i) the Filer is subject to public disclosure requirements in the United Kingdom under the applicable UK Reporting Requirements; and

(ii) pursuant to the terms of this decision, the principal regulator has provided the Filer with exemptive relief from certain continuous disclosure requirements under the Legislation provided that, among other things, the Filer files on SEDAR+, makes publicly available or provides to its securityholders in Canada the disclosure documents filed, made publicly available or provided to its securityholders by the Filer pursuant to the UK Reporting Requirements;

(k) if the Filer sends a document to holders of securities of any class under the foreign disclosure requirements of the United Kingdom and that document is required to be filed on SEDAR+ under this decision, the Filer sends the document in the same manner and at the same time to registered holders of securities of that class in the Jurisdictions;

(l) insiders of the Filer comply with the foreign disclosure requirements of the United Kingdom regarding insider reporting;

(m) any person or company acquiring voting or equity securities of the Filer:

(i) complies with the foreign disclosure requirements of the United Kingdom relating to reporting of beneficial ownership of voting or equity securities of the Filer; and

(ii) files with the applicable Canadian securities regulatory authority or regulator each report of beneficial ownership that is filed with or furnished to the foreign regulatory authority; and

(n) the grant of the Exemption Sought will expire on the date that is five years after the date of this decision.

“Marie-France Bourret”

Marie-France Bourret

Vice President, Corporate Finance

Ontario Securities Commission OSC File #: 2025/0558