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The Board of SolGold advises that the Company has executed Convertible Note Deeds with substantial shareholders, DGR Global Limited and Tenstar Trading Limited for funding of AUD1,250,000 and GBP500,000 respectively.....


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The principal terms of the Convertible Note Deeds are as follows:

Interest rate:              9.5% per annum

Term:                            12 months

Interest Payment:    Periodic payment (by the end of each calendar month).  Accrued and unpaid interest may be capitalised at the note holder's election.

Conversion Terms:  Convertible at any time, at the note holder's election, but subject to 10 days notice.

                                         Convertible in full or in part.

                                         Convertible into fully-paid ordinary shares of the Company.

                                         Convertible at the higher of 1.75 pence or the price equal to 80% of the 5 trading day volume weighted average price ("VWAP") of the Company's ordinary shares prior to a notice of intention to convert.

Principal Amount:    GBP500,000 (Tenstar Trading Limited)

                                         AUD1,250,000 (DGR Global Limited)

Should the parties elect, under the terms of the Note Deeds, to convert the principal amounts into ordinary shares of SolGold  at a price of 1.75p, the maximum interests of the parties in the ordinary share capital of the Company would be increased as follows:                                                                                               

                                              

Current Holding

(%)            

Post-Conversion Holding

(%)

DGR Global

74,517,440        

(9.80%)

107,412,177     

13.07

Tenstar Trading

109,664,411

(14.42%)

138,235,839

17.52

The above figures assume that both parties convert and that no other ordinary share issues are made by SolGold. The above figures assume an exchange rate of 2.171 AUD to GBP.

Brian Moller and Nicholas Mather are Directors of both SolGold and DGR Global.  The Convertible Note Deed entered into by SolGold and DGR Global constitutes a related party transaction under the AIM Rules.  The Directors other than Messrs Moller and Mather consider, having consulted with SP Angel, the Company's nominated adviser, that the terms of the Convertible Note Deed are fair and reasonable insofar as its shareholders are concerned.

The Directors, having consulted with SP Angel, the Company's nominated adviser, consider that the terms of the Convertible Note Deed entered into with Tenstar Trading are fair and reasonable insofar as its shareholders are concerned.

Source: BONDWorld.co.uk

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