About Scotgold

Management

Corporate Governance

Incorporation

Shareholder Rights

Constitution

ASX

Capital Structure

Restrictions

Financial Reports

Announcements

Admission Document

Advisers

AIM Rule 26

This section of the website contains information required to be disclosed by rule 26 of the AIM Rules for Companies. The Company does not intend documents posted or referred to in this section of the website to be used for any purpose beyond fulfilling its obligations under rule 26. Any such documents may contain information which has become out of date, and accordingly no reliance should be placed on the information or opinions contained in any such document or on its completeness and no undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in any such document and no responsibility or liability is accepted by any of them for any such information or opinions. In addition, none of such documents constitutes or forms part of, any offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its publication form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities. The distribution of any such document in other jurisdictions may be restricted by law and therefore persons into whose possession any such document comes should inform themselves about and observe any restriction.

Please follow the links for relevant information.

 

About Scotgold

Geology and Mineralization - Regional Context:

Figure 1
Figure 1 - Click to enlarge

Scotgold's Grampian Gold Project, which incorporates the Cononish deposit (154,000 oz of gold and 589,000 oz of silver to date), covers some of the most prospective areas of the Dalradian geological sequence which has been identified by the British Geological Survey as being highly prospective for both significant gold and base metal deposits.

The Dalradian sequence extends to the south west from Scotland into the north of Ireland where it hosts other gold deposits at Cavancaw (399,800 oz of gold) which has been operating as an open cut mine since 2006, and Curraghinalt (600,000 oz of gold).  These deposits and the recently announced Clontibret deposit (1,030,000 oz of gold) are shown in Figure 1.

Cononish Gold and Silver Project:

The Grampian Gold Project surrounds and extends along the Glen Fyne Fault to the north east and south west from Scotgold's Cononish Gold and Silver Project. In May 2008 Snowden Mining Industry Consultants completed an independent JORC compliant resource report for the Cononish Project, as follows:

Classification Tonnes (t) Grade (g/t) Ounces (oz)
Gold Silver Gold Silver
Measured 53,000 17.9 75.0 31,000 128,000
Indicated 63,000 10.1 42.2 20,000 85,000
Inferred 285,000 11.2
(11-16)		 41.0 103,000 376,000
Total 401,000 11.9 45.7 154,000 589,000

 

Note: Incorporating the grade range, the Inferred Mineral Resource is estimated to lie between 101,000 oz Au and 147,000 oz Au for a combined (Measured, Indicated and Inferred Resources) gold resource of between 152,000 oz and 198,000 oz Au at a 3.5 g/t Au cut-off.

Dr Simon Dominy, Executive Consultant with Snowden Mining Industry Consultants Limited, notes "based on our experience of the Cononish vein system, we believe that there is an Exploration Target around the mine of between 0.5 Mt to 1.0 Mt at a grade of between 10 g/t Au to 15 g/t Au for up to 320,000 oz Au. Much of this potential is based on the along strike and down dip extensions of the Cononish vein, but there are indications that other reefs are present in the area too. At this stage, such figures are highly conceptual and there is no guarantee that further exploration will define additional resources. Snowden will shortly commence a new study with Scotgold that aims to fine tune the Cononish geological model and define additional near mine resources".

Of particular note is the high grade of the Measured Resources at Cononish (53,000 tonnes grading 17.9 g/t gold and 75 g/t silver).

A scoping study on the Cononish Project by AMC Consultants and Scotgold (see ASX Release 17th February 2009) has indicated significant returns under prevailing economic conditions.
In November 2009 Scotgold recommenced diamond drilling at Cononish to infill areas of Inferred Resource within the existing JORC resource. The current program will also test high grade gold targets inside adit but not included in JORC resource, including a quartz vein with historic intersections averaging 30.5 g/t gold and with assays values up to 119.9 g/t gold.

Perth (Western Australia) based Scotgold Resources Limited (ASX:SGZ) was established in 2007 and listed on the ASX in January 2008 after raising $A4.9M through an IPO, with the objective of fast tracking development of the advanced Cononish Gold and Silver Project in Scotland's Grampian Highlands, to become that country's first significant gold producer.

The Company focused initially on exploration and development of Cononish and has identified a JORC compliant resource of 154,000 oz of gold and 589,000oz of silver (at 3.5g/t gold cut-off) at that project. Production of gold and silver is expected to begin in 2011, based on the positive outcome of a scoping study by the Company, postulated on a long term gold price of US$720/oz.

 

Management

John Bentley Non-Executive Chairman
B.Tech (Hons) Brunel University

Qualifications and experience

Mr Bentley has more than 35 years of experience in international natural resource corporations.

A British citizen and resident in London, John has a wealth of experience in the resources industry, specifically in building and developing exploration and production companies.

In 1993 John was appointed CEO for exploration and production at Engen Ltd, a South African oil company. In 1996 he was instrumental in the formation of Energy Africa Ltd and its subsequent listing on the Johannesburg and Luxembourg stock exchanges. Over the next five years as the company's CEO, John led Energy Africa to become a leading independent upstream company with a fourfold increase in production, operations in 12 African countries and several important hydrocarbon resource discoveries.

John's earlier career was spent in a number of senior management roles at Gencor Ltd, the South African mining group. From 1988 to 1992 he was managing director of Sao Bento Mineracao SA, Gencor's Brazilian gold mining affiliate. He has also served as a non executive director of Adastra Minerals Inc. More recently, Mr. Bentley served as executive chairman of FirstAfrica Oil plc until its acquisition by BowLeven plc in early 2007.

He is currently on the board of a number of resource companies including Rift Oil and Faroe Petroleum. John holds a degree in Metallurgy from Brunel University, London.

Christopher Sangster
CEO / Managing Director
BSc (Hons), ARSM, GDE

Qualifications and experience

Mr Sangster is a mining engineer with over 28 years experience in the mining industry. He has a BSc Hons in Mining Engineering from the Royal School of Mines, Imperial College in London and a GDE in Mineral Economics from the University of Witwatersrand. He currently lives close to the Company's exploration licences at Comrie in Scotland with his wife and family.

Mr Sangster's career covers extensive production and technical experience at senior levels in both junior and multi-national companies in gold, diamonds and base metals in Africa, UK and Canada and covers a wide range of mining applications.

Between 1996 and 1999 Mr Sangster was General Manger for Caledonia Mining Corporation for the Cononish Gold Project and a Director of Fynegold Exploration, where he was responsible for all aspects of the project including feasibility study preparation, project due diligence, finance negotiations, exploration initiatives and planning permission applications.

After 1999, Mr Sangster moved to the Zambian Copperbelt with Anglo American Plc / KCM Plc where he attained the position of Vice President Mining Services and in 2005 joined Australian Mining Consultants as a Principal Mining Engineer. More recently, Mr Sangster was employed as General Manager for AIM - listed company European Diamonds Plc.

Phillip Jackson
Non-executive director
BJuris LLB MBA FAICD

Qualifications and experience

Mr Jackson is a barrister and solicitor with over 25 years legal and international corporate experience, especially in the areas of commercial and contract law; mining law and corporate structuring. He has worked extensively in the Middle East, Asia and the United States of America. In Australia , he was formerly a managing legal counsel for Western Mining Corporation, and in private practice specialized in small to medium resource companies.

Mr Jackson is currently a consultant to one of the world's large multinational oil services company and a director of its the Australian and Asian subsidiaries. He was Managing Region Legal Counsel: Asia-Pacific for this company for 13 years.
Phillip is also a consultant to several Australian listed mineral exploration and mining companies. He has been a director of a number of Australian public companies, particularly mining companies. He has been chairman of Aurora Minerals Limited since it listed in 2004 and Desert Energy Limited, since it listed in August 2007.
His experience includes management, finance, accounting and human resources.

Shane Sadleir
Non-Executive Director
BSc (Hons), FAusIMM

Mr Sadleir is a soil scientist and geologist with over 30 years experience in exploration, mining and environmental aspects of the mining industry. He graduated with a BSc (Hons) from the University of Western Australia in 1974 after specializing in the mineralogy and geochemistry of Darling Range bauxite deposits.

Following a brief period of research at the University Mr Sadleir joined Alcoa of Australia Ltd in 1977, where he gained extensive mining and exploration experience working on the bauxite deposits of the Darling Ranges and Mitchell Plateau in Western Australia. He left Alcoa in 1987 to work in senior positions in smaller mining companies operating alluvial and open cut gold mines in the Pilbara and Murchison goldfields. Between 1990 and 2009 Mr Sadleir was involved in the exploration of gold, uranium, nickel, base metals, bauxite and mineral sands projects in Australia and overseas. Until 2002, he was also involved in the environmental impact assessment of major industrial, mining and land use projects and the remediation of contaminated sites in Western Australia for the Environmental Protection Authority.

Mr Sadleir was the inaugural Managing Director of nickel and uranium explorer Bannerman Resources Limited in 2005 until his resignation in early 2006. During 2006 he was a non-Executive Director and assisted in the project acquisition and ASX listing of Trafford Resources Limited and Athena Resources Limited. Mr Sadleir was instrumental in Scotgold's project acquisition and listing on the ASX.  Currently he is a significant shareholder in Scotgold Resources, Trafford Resources and Athena Resources and remains a non-executive director of Trafford Resources Limited. In October 2008 he was appointed to the Board of Robust Resources Limited as a non-Executive Director.

 

Corporate Governance

The Board of Directors of Scotgold Resources Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Scotgold Resources Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Scotgold Resources Limited's key governance principles and practices.

COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS

The Company, as a listed entity, must comply with the Corporations Act 2001 and the Australian Securities Exchange Limited (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Recommendations published by the ASX Corporate Governance Council (ASXCGC). Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure.

The table below summaries the Company's compliance with the Corporate Governance Council's Recommendations:

  ASX Corporate Governance Council Recommendations Reference Comply

 
1 Lay solid foundations for management and oversight    
1.1 Establish the functions reserved to the board and those delegated to senior executives and disclose those functions. 2(a) Yes
1.2 Disclose the process for evaluating the performance of senior executives. 2(h), 3(b), Remuneration Report Yes
1.3 Provide the information indicated in the Guide to reporting on principle 1. 2(a), 2(h), 3(b), Yes
 
2 Structure the board to add value    
2.1 A majority of the board should be independent directors. 2(e) Yes
2.2 The chair should be an independent director. 2(c), 2(e) Yes
2.3 The roles of chair and chief executive officer should not be exercised by the same individual. 2(b), 2(c) Yes
2.4 The Board should establish a nomination committee. 2(d) No
2.5 Disclose the process for evaluating the performance of the board, its committees and individual directors. 2(h) Yes
2.6 Provide the information indicated in the Guide to reporting on principle 2. 2(b), 2(c), 2(d), 2(e), 2(h) Yes
 
3 Promote ethical and responsible decision-making    
3.1 Establish a code of conduct and disclose the code or a summary as to:
  • the practices necessary to maintain confidence in the company's integrity;
  • the practices necessary to take into account the company's legal obligations and the reasonable expectations of its stakeholders; and
  • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices
4(a) Yes
3.2 Establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy or a summary. 4(b) Yes
3.3 Provide the information indicated in the Guide to reporting on principle 3. 4(a), 4(b) Yes
       
4 Safeguard integrity in financial reporting    
4.1 The Board should establish an audit committee. 3(a) Yes
4.2 The audit committee should be structured so that it:
  • consists only of non-executive directors;
  • consists of a majority of independent directors;
  • is chaired by an independent chair, who is not chair of the Board; and
  • has at least three members.
3(a) Yes
4.3 The audit committee should have a formal charter 3(a) Yes
4.4 Provide the information indicated in the Guide to reporting on principle 4. 3(a) Yes
 
5 Make timely and balanced disclosure    
5.1 Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies. 5(a), 5(b) Yes
5.2 Provide the information indicated in the Guide to reporting on principle 5. 5(a), 5(b) Yes
 
6 Respect the rights of shareholders    
6.1 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose the policy or a summary of that policy. 5(a), 5(b) Yes
6.2 Provide the information indicated in the Guide to reporting on principle 6. 5(a), 5(b) Yes
 
7 Recognise and manage risk    
7.1 Establish policies for the oversight and management of material business risks and disclose a summary of those policies. 6(a) Yes
7.2 The Board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks. 6(a), 6(b), 6(d) Yes
7.3 The Board should disclose whether it had received assurance from the chief executive officer and the chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. 6(c) Yes
7.4 Provide the information indicated in the Guide to reporting on principle 7. 6(a), 6(b), 6(c), 6(d) Yes
       
8 Remunerate fairly and responsibly    
8.1 The Board should establish a remuneration committee. 3(b) Yes
8.2 Clearly distinguish the structure on non-executive directors' remuneration from that of executive directors and senior executives. 3(b), Remuneration Report Yes
8.3 Provide the information indicated in the Guide to reporting on principle 8. 3(b), Yes

 

Roles and Responsibilities of the Board

The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company's business and affairs and setting its strategic direction, establishing and overseeing the Company's financial position.

The Board is responsible for:

  • Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer ("CEO") and senior management;
  • Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;
  • Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company;
  • Overseeing the management of business risks, safety and occupational health, environmental issues and community development;
  • Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
  • Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately;
  • Approving and monitoring financial and other reporting;
  • Assuring itself that appropriate audit arrangements are in place;
  • Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and
  • Reporting to and advising shareholders.
  • Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company's business activities is delegated to the Chief Executive Officer and Executive Management.

Board Composition

The Directors determine the composition of the Board employing the following principles:

  • the Board, in accordance with the Company's constitution must comprise a minimum of three Directors;
  • the roles of the Chairman of the Board and of the Chief Executive Officer should be exercised by different individuals;
  • the majority of the Board should comprise Directors who are non-executive;
  • the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and
  • the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management's decisions.

The Board is currently comprised of five Non-Executive Directors and one Executive Director. The skills, experience, expertise, qualifications and terms of office of each director in office at the date of the annual report is included in the Directors' Report.

The Company's constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in office since their last election. Where Directors have served for equal periods, they may agree amongst themselves or determine by lot who will retire. A Director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election.

A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they may be re-elected.

The Chief Executive Officer is not subject to retirement by rotation and, along with any Director appointed as an additional or casual Director, is not to be taken into account in determining the number of Directors required to retire by rotation.

Chairman and Chief Executive Officer

The Chairman is responsible for:

  • leadership of the Board;
  • the efficient organisation and conduct of the Board's functions;
  • the promotion of constructive and respectful relations between Board members and between the Board and management;
  • contributing to the briefing of Directors in relation to issues arising at Board meetings;
  • facilitating the effective contribution of all Board members; and
  • committing the time necessary to effectively discharge the role of the Chairman.

The Chief Executive Officer is responsible for:

  • implementing the Company's strategies and policies; and
  • the day-to-day management of the Company's business activities

Nomination Committee

The Company does not comply with ASX Recommendation 2.4. The Company is not of a relevant size to consider formation of a nomination committee to deal with the selection and appointment of new Directors and as such a nomination committee has not been formed.
Nominations of new Directors are considered by the full Board in accordance with the Company's "Selection of New Directors Policy".

Independent Directors

The Company recognises that independent Directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment.

Directors of Scotgold Resources Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a Director:

  • is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
  • is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
  • has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;
  • is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or
  • has a material contractual relationship with the Company or another Company member other than as a Director.

The Board currently includes four independent non-executive Directors.

 

Incorporation

The Company was registered in the state of Western Australia as an Australian public company, limited by shares, on 14 August 2007. The Company's Australian Business Number is 42 127 042 773. The Company was formed and operates under the Corporations Act.

 

Shareholder Rights

Rights Attaching to Shares

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours. The following are the more important rights, privileges and restrictions attaching to the Shares offered for subscription by this Prospectus:

General Meetings and Notice

Each Shareholder is entitled to receive notice of all general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the ASX Listing Rules. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

  • each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
  • on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
  • on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for every fully paid Share, but in respect of partly paid Shares shall have a fraction of a vote equal to the proportion that the amount paid bears to the issue price of the Shares.

Dividend Rights

The Directors may from time to time declare such dividends as appear to the Directors to be justified by the profits of the Company.
Subject to the rights of persons entitled to Shares with special rights as to dividends (at present there are none), all dividends are paid in the proportion that the amounts paid on those Shares bear to the issue price of the Shares.

Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he or she considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

Transfer of Shares

Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.

Variation of Rights

The Company may, subject to the Corporations Act and with the sanction of a special resolution passed at a meeting of Shareholders, or with the written consent of the majority of shareholders in the affected class, vary or abrogate the rights attaching to Shares.

 

Constitution

 

ASX

All Ordinary Shares of Scotgold are currently traded on the Australian Stock Exchange. The Ordinary Shares have been so traded since 15 January 2008.

 

Capital Structure

Issued Capital Number
Existing Shares 160,955,572
Options exercisable at .08 cents expiring on 30 April 2012 21,801,060

 

Significant Shareholders
Kenglo One Limited 9.01%
Shane Sadleir 8.99%
Christopher Sangster 3.49%
Shares not in Public Hands 25.93%

 

Restrictions

None.

 

Financial Reports

Annual report
Year Ended June 30 2008
Year Ended June 30 2009
Year Ended June 30 2010

Half Year
Half Year Ended December 31 2007
Half Year Ended December 31 2008

 

Announcements

 

Admission Document

Schedule 1 Pre-Admission Announcement

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
 
COMPANY NAME:
Scotgold Resources Limited ("Scotgold" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Address:
63 Lindsay Street
Perth WA 6000
Australia

Trading Address:
Upper Tyndrum Station
Tyndrum
Stirlingshire
Scotland, FK20 8RY
COUNTRY OF INCORPORATION:
Australia
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.scotgoldresources.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
The Company's business is to establish and operate a mining and exploration company in central Scotland, specifically the Cononish gold and silver deposit. 
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
117,306,762 depository interests each representing one fully paid-up ordinary share of no par value.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
£704,000; £8.2 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
18.48%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
The Australian Stock Exchange
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Christopher John Stuart Sangster - Chief Executive Officer
John William Sharp Bentley - Non-Executive Chairman
Shane Beatty Sadleir - Non-Executive Director
Adam Stuart Davey - Non-Executive Director
Edmond William Edwards  - Non-Executive Director
Phillip Sidney Redmond Jackson - Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before Admission:
Shane Sadleir - 11.35%
Christopher Sangster - 4.61%
Saruman Holdings Pty Ltd - 4.16%

After Admission:
Shane Sadleir - 9.87%
Christopher Sangster - 4.01%
Saruman Holdings Pty Ltd - 3.61%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
Disclosed in the Appendix to Schedule 1 as professional advisers
  1. ANTICIPATED ACCOUNTING REFERENCE DATE
  2. DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
  3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
  1. 30 June
  2. 30 June 2009
  3. 31 March 2010, 31 December 2010, 31 March 2011.
EXPECTED ADMISSION DATE:
24 February 2010
NAME AND ADDRESS OF NOMINATED ADVISER:
Westhouse Securities Limited
One Angel Court
London EC2R 7HJ
NAME AND ADDRESS OF BROKER:
Westhouse Securities Limited
One Angel Court
London EC2R 7HJ
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
N/A
DATE OF NOTIFICATION:
25 January 2010
NEW/ UPDATE:
UPDATE
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
 
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
The Australian Stock Exchange
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
15 January 2008
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
The Company confirms that, following due and careful enquiry, it has adhered to all legal and regulatory requirements involved in having its securities traded on the Australian Stock Exchange. There is no material information concerning Scotgold Resources Limited which has not been announced to the Australian Stock Exchange as at the date of this document.

The Company has complied with all the continuous disclosure requirements of the Australian Stock Exchange.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
http://www.asx.com.au/asx/research/companyInfo.do?by=asxCode&asxCode=SGZ#headlines
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
The Company's objective is to establish and operate a successful and profitable mining and exploration company in central Scotland and, in particular, at the Cononish gold and silver deposit.  The Company aims to generate significant shareholder returns by recognising and unlocking the mineral potential of its assets.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
None.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors believe, having made due and careful enquiry and having regard to the facilities available to the Group, the working capital available to the Group from the time of Admission will be sufficient for its present requirements as an exploration company only, that is for at least 12 months from Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
As per Rule 7 of the AIM Rules all related parties as at the date of admission agree not to dispose of any interest in the Company's securities for one year from the admission of its securities to AIM.  The Company has no applicable employees.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
To settle the securities listed on AIM, the directors of Scotgold Resources Limited will apply for depository interests, representing the ordinary shares of the Company, to be admitted to CREST with effect from admission.  Accordingly, settlement of transactions in the depository interests following Admission will take place within the CREST system.  Settlement on the Australian Stock Exchange will continue to be conducted under Australian Stock Exchange's electronic CHESS system.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
www.scotgoldresources.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
The Competent Person Report can be located on the Company's website: http://www.scotgoldresources.com/investor/asx.aspx
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:
http://www.scotgoldresources.com/investor/annual_reports.aspx
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
None

 

Advisers

Nominated Adviser and Broker

Westhouse Securities Limited
12th Floor
One Angel Court
London
EC2R 7HJ

UK Solicitors

McClure Naismith LLP
3 Ponton Street
Edinburgh
EH3 9QQ

Australian Solicitors

Price Sierakowski
Level 24, St Martin's Tower
44 St George's Terrace
Perth WA 6000

Competetent Person

Snowden Group
Abbey House
Wellington Way
Weybridge
Surrey
KT13 0TT

Auditor

HLB Mann Judd Chartered Accountants
Level 4
130 Sterling Street
Perth WA 6000

Public Relations

Bankside Consultants Limited
1 Frederic's Place
London
EC2R 8AE

Solicitors to NOMAD

Pinsent Masons LLP
30 Aylesbury Srett
London
EC1R 0ER