Ann: Ceasing to be a substantial holder, page-3

ok so this party related to Nick Mathers ?

This party looks like its going to clean up as they are funding the litigation of the company that was allegedly (un proven in court thus far) taken from underneath some managements noses.

I Dont think shareholders had a chance here as the share price was beaten down so bad.
Looks like instead of DGR selling SOLG on market to pay for this court case that we have been spared by Samuel with what looks to be a very high priced deal and the potential transfer of SOLG shares and a chunk of any settlement if it happens . If they lose the case I dont think DGR will get any SOLG shares and do we have to pay a premium to samuel of 15% above the price DGR

1. The interest rate is 14.6% per annum which will be payable monthly in arrears in cash.
2. The Term of the loan is loan is 21 months and three weeks after first drawdown – The parties may by mutual agreement extend the term for a further 12 months with any longer extension being upon such terms as agreed by Samuel and DGR.
3. The loan is secured against DGR assets, including a first mortgage security over 149 million shares in SolGold PLC (DGR holds 204,151,800 SolGold shares beneficially).
4. The loan is guaranteed by DGR subsidiaries: DGR Energy Pty Ltd (ACN 152 604 521); Coolgarra Minerals Pty Ltd (ACN 151 731 010); Hartz Rare Earths Pty Ltd (ACN 147 226 622); Tinco Australia Pty Ltd (ACN 147 181 271) and DGR Bolivia Pty Ltd (ACN 626 131 360).

Wait there's moreeee

In addition, DGR has agreed to pay the following facility fees:

1. A $680,000 establishment fee.
2. A Security fee of 5.00% pa (Security & Arranger Fee) – payable monthly in arrears on the last day of each month (Interest Payment Date) by way of either: A payment of the full amount of the Security & Arranger Fee then owing in cash; or If DGR requests in writing by notice, at the election of Samuel, a transfer to DGR of an amount of shares in SolGold owned by DGR (SolGold Shares) calculated using a 10% discount to the 3 day VWAP for SolGold Shares on LSE prior to the interest payment date of up to 50% of the full amount of the Samuel Security Fee then owing with the balance of the Samuel Security Fee to be paid in cash.
3. An early repayment fee of between 0.75% to 1.5% of the loan (depending upon the time of any early repayment) should DGR wish to repay the loan before the maturity date.

Wait there's another round of fees !

4. A Lender Upside sharing & Cancellation Fee:

DGR will pay to Samuel a fee of 15% of the increase above the 10 day VWAP for SolGold shares or securities on LSE or replacement distribution, dividend, share security prior to the date of the Agreement in the sale price achieved by DGR for the disposal of Solgold Shares held beneficially by DGR

(Upside Fee), at any time (including once the Term under the Agreement has expired and the Facility repaid) determined by Samuel at its sole discretion; and  At any time during or after the term of the Agreement DGR is to pay to Samuel, in respect of the litigation DGR Global Limited v P.T. Limited & Ors - BS 15575/2023: o 15% share of proceeds of any win or settlement of litigation where that win or settlement is an amount equal to or greater than DGR's recoverable legal fees and less than or equal to $35,000,000; and o 10% share of proceeds of any win or settlement above $35,000,000, in each case within 2 business days of receipt by DGR of those proceeds.  DGR’s obligation to pay the Solgold Upside Fee shall lapse after 10 years and the amount payable reduce by half after 6 years from the date of execution of the Agreement. DGR OPTIONS AND BREAK FEE DGR has also agreed to grant 180 million options to Samuel each exercisable at $0.03 on or before 3 years from issue. The grant of the Options is subject to shareholder approval which DGR proposes to seek by 31/01/2025.


wow !

So if we dont get the win Samuel gets most of our shares in SOLG ?