REG - SolGold PLC - Form 8 (Opening Position Disclosure)

SolGoldAnnouncement

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RNS Number : 2889L  SolGold PLC  12 December 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     SolGold plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  SolGold plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         12 December 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     N/A     -      N/A       -
 (2) Cash-settled derivatives:                                        N/A     -      N/A       -

 (3) Stock-settled derivatives (including options) and agreements to  N/A     -      N/A       -
 purchase/sell:
                                                                      N/A     -      N/A       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a)   Interests of subsidiaries, associated companies and companies of which
 such companies are associated companies

 N/A

 b)   Interests held by directors of the Offeree, their close relatives and
 the related trusts of any of them

Name                           Number of shares  Percentage of total issued

                          share capital
 Nicholas Mather                84,249,282        2.801%
 Scott Caldwell                 17,462,244        0.581%
 Paul Smith                     250,000           0.008%
 Charles Joseland               86,000            0.003%
 María Amparo Albán Ricaurte    51,676            0.002%

 

 c)   Awards held by directors of the Offeree, their close relatives and the
 related trusts of any of them

Name            Number of share options  Option price  Exercise period
 Scott Caldwell  30,000,000               £0.17         17/03/2026 - 17/03/2033
 Dan Vujcic      15,000,000               £0.07         11/04/2026 - 11/04/2036

 

 d)   Interests held by persons affiliated with certain directors of the
 offeree company, SolGold plc

Name            Number of shares  Percentage of total issued

                  share capital
 DGR Global Ltd  204,151,800       6.787%

 

 Nicholas Mather is Non-Executive Director of SolGold. He is also Founder, CEO
 and MD of DGR Global Ltd (DGR) and DGR's holding in SolGold has therefore been
 disclosed above.

 e)   Interests of other persons acting in concert with the Offeree

 N/A

 

 

c)   Awards held by directors of the Offeree, their close relatives and the
related trusts of any of them

 

 Name            Number of share options  Option price  Exercise period
 Scott Caldwell  30,000,000               £0.17         17/03/2026 - 17/03/2033
 Dan Vujcic      15,000,000               £0.07         11/04/2026 - 11/04/2036

 

d)   Interests held by persons affiliated with certain directors of the
offeree company, SolGold plc

 

 Name            Number of shares  Percentage of total issued

                                   share capital
 DGR Global Ltd  204,151,800       6.787%

 

Nicholas Mather is Non-Executive Director of SolGold. He is also Founder, CEO
and MD of DGR Global Ltd (DGR) and DGR's holding in SolGold has therefore been
disclosed above.

 

e)   Interests of other persons acting in concert with the Offeree

 

N/A

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  N/A
 Supplemental Form 8 (SBL)             N/A

 

 

 Date of disclosure:  12 December 2025
 Contact name:        Ryan Wilson
 Telephone number:    +44 20 3807 6996

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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