REG - SolGold PLC Jiangxi Copper - Joint Statement re Revised Possible Offer

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RNS Number : 3657L  SolGold PLC  12 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

12(th) December 2025

Joint Statement Regarding a Revised Possible Offer for SolGold Plc ("SolGold")
by Jiangxi Copper (Hong Kong) Investment Company Limited

The boards of directors of SolGold plc ("SolGold") and Jiangxi Copper (Hong
Kong) Investment Company Limited, for and on behalf of Jiangxi Copper Company
Limited ("JCC") are pleased to announce that JCC has made a revised
non-binding indicative cash offer for the entire issued and to be issued share
capital of SolGold, other than the shares already owned by JCC (the "Revised
Possible Offer") at a price of:

28 pence in cash per SolGold share (the "Revised Possible Offer Price")

The board of directors of SolGold has indicated to JCC that it would be minded
to recommend that SolGold shareholders vote in favour of the Revised Possible
Offer, should a firm intention to make an offer on the same terms as the
Revised Possible Offer be announced in accordance with Rule 2.7 of the Code.

The Revised Possible Offer Price values the entire issued and to be issued
ordinary share capital of SolGold at approximately £842 million and
represents:

·      a premium of c.42.9% to the closing price of 19.6 pence per
SolGold share on 19 November 2025, being the last business day prior to JCC's
first approach to the SolGold board;

 

·      a premium of c.58.5% to the volume weighted average share price
of c.17.6 pence per SolGold share over the three months to 27 November 2025,
being the last business day prior to the announcement by SolGold of JCC's
initial proposal;

 

·      a premium of c.136% to the volume weighted average share price of
c.11.8 pence per SolGold share over the twelve months to 27 November 2025; and

 

·      a premium of c.7.1% to the closing price of c.26.2 pence per
SolGold share on 27 November 2025, following a 33.4% increase in the SolGold
share price since 19 November 2025.

Shareholder support for the Revised Possible Offer

BHP Billiton Holdings Limited, a wholly-owned subsidiary of BHP Group Limited,
has provided a non-binding letter of intent to JCC on 11 December 2025
indicating its current support of the Revised Possible Offer at the Revised
Possible Offer Price over its holding of 310,965,736 SolGold shares,
representing 10.3% of the voting rights of SolGold (the "BHP Letter of
Intent").

Newmont Corporation has provided a letter of intent to JCC in support of the
Revised Possible Offer over its holding of 309,309,996 SolGold shares,
representing 10.3% of the voting rights of SolGold (the "Newmont Letter of
Intent").

Maxit Capital LP and its affiliates have provided a letter of intent to JCC in
support of the Revised Possible Offer over its holding of 153,366,663 SolGold
shares, representing 5.1% of the voting rights of SolGold (the "Maxit Letter
of Intent").

Nicholas Mather has provided a letter of intent to JCC in support of the
Revised Possible Offer over his total direct and indirect personal
shareholding, of 84,249,282 SolGold shares, representing 2.8% of the voting
rights of SolGold (the "Nicholas Mather Letter of Intent").

JCC has been a significant shareholder in SolGold since December 2022 and owns
365,757,587 SolGold shares, representing c.12.2% of the issued share capital
of SolGold which, together with the BHP Letter of Intent,  Newmont Letter of
Intent, Maxit Letter of Intent and Nicholas Mather Letter of Intent, in
support of the Revised Possible Offer, represents 40.7% of the issued share
capital of SolGold.

Views of the SolGold Board

The board of directors of SolGold has indicated to JCC that, should a firm
intention to make an offer on the same terms as the Revised Possible Offer be
announced in accordance with Rule 2.7 of the Code, it would be minded to
recommend such offer to SolGold shareholders.

Additional Information

Offer structure

It is intended that the Revised Possible Offer, if made, would be implemented
by way of a recommended scheme of arrangement under Part 26 of the Companies
Act 2006 pursuant to which JCC would acquire the entire issued and to be
issued share capital of SolGold, other than the shares already owned by JCC,
at the Revised Possible Offer Price. However, JCC reserves the right, with the
consent of the Panel (if required), to elect to implement the Revised Possible
Offer by way of a contractual offer within the meaning of Section 974 of the
Companies Act 2006.

Pre-conditions to the announcement of a firm intention to make an offer

In addition to the satisfaction or waiver of certain customary pre-conditions,
including the finalisation of definitive transaction documentation, JCC is
required to complete the PRC outbound direct investment clearance process (the
"ODI Approval") in respect of the Revised Possible Offer. JCC has already
commenced the process of obtaining the ODI Approval. The ODI Approval
pre-condition cannot be waived.

Financing of the Revised Possible Offer

The cash consideration for the Revised Possible Offer, if made, would be fully
funded by a combination of JCC's existing cash resources and a committed bank
facility.

Other additional information

This announcement has been made with the consent of JCC. There can be no
certainty that an offer will be made. A further announcement will be made as
appropriate.

Pursuant to Rule 2.5 of the Code, JCC reserves the right to make an offer for
SolGold on less favourable terms than those set out in this announcement:

(i)   with the agreement or recommendation of the SolGold Board;

 

(ii)   if a third party announces a firm intention to make an offer for
SolGold which, at that date, is of a value less than the value implied by the
Revised Possible Offer; or

 

(iii)  following the announcement by SolGold of a Rule 9 waiver transaction
pursuant to the Code.

JCC reserves the right to reduce the terms of the Revised Possible Offer to
take account of the value of any dividend or other distribution which is
announced, declared, made or paid by SolGold after the date of this
announcement.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 26
December 2025, JCC must either announce a firm intention to make an offer for
SolGold in accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer for SolGold, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.

For further information please contact:

Enquiries

 SolGold plc                                                            +44 (0) 203 807 6996

 Dan Vujcic

 RBC Capital Markets (Rule 3 Adviser and Financial Adviser to SolGold)  +44 (0) 207 653 4000

 Hugh Samson

 Paul Betts

 Sam Jackson

 Maxit Capital LP (International Financial Adviser to SolGold)          +1 416 363 7238

 Sameer Rabbani

 Canaccord Genuity Limited (Corporate Broker to SolGold)                +44 (0) 207 523 8000

 James Asensio

 Charlie Hammond

 Jiangxi Copper Company Limited                                         +86 0791 8271 0117

 Gong Kun

 Peel Hunt LLP (UK Financial Adviser to JCC)                            +44 (0) 207 418 8900

 Ross Allister

 Michael Nicholson

 Sam Cann

 Admiralty Harbour Capital Limited (Financial Adviser to JCC)           +852 2110 1666

 Wallace Wang

Norton Rose Fulbright LLP and Norton Rose Fulbright Canada LLP are acting as
legal advisers to JCC. Fasken Martineau LLP is acting as legal adviser to
SolGold plc.

 

 

Notice related to financial advisers

RBC Europe Limited (trading as RBC Capital Markets) which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting for SolGold and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other than SolGold
for providing the protections afforded to clients of RBC Capital Markets, or
for providing advice in connection with matters referred to in this
announcement.

Maxit Capital LP ("Maxit"), which is an international financial adviser
operating from outside of the United Kingdom and is not authorised in the
United Kingdom, is acting exclusively for SolGold and for no one else in
connection with the matters referred to in this announcement. Maxit will not
be responsible to any person other than SolGold for providing the protections
afforded to clients of Maxit, nor for providing advice in relation to any
matters referred to herein. Neither Maxit nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Maxit in connection
with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as corporate broker exclusively for SolGold and
for no one else in connection with the Proposal and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than SolGold for
providing the protections afforded to clients of Canaccord Genuity Limited,
nor for providing advice in relation to the Proposal or any other matter
referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for JCC and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than JCC for providing the protections
afforded to clients of Peel Hunt nor for providing advice in connection with
the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel Hunt in
connection with this announcement, any statement contained herein or
otherwise.

Admiralty Harbour Capital Limited ("Admiralty Harbour"), which is licensed and
regulated by the Hong Kong Securities and Futures Commission, is acting
exclusively for JCC and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than JCC for
providing the protections afforded to clients of Admiralty Harbour nor for
providing advice in connection with the matters referred to herein. Neither
Admiralty Harbour nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Admiralty Harbour in connection with this
announcement, any statement contained herein or otherwise.

Further information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of SolGold who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of SolGold who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of SolGold is Dan Vujcic, Chief
Executive Officer.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement, the BHP
Letter of Intent, the Newmont Letter of Intent, the Maxit Letter of Intent and
the Nicholas Mather Letter of Intent will be available on the website of
SolGold at www.solgold.com, and of JCC at https://en.jxcc.com/ promptly and by
no later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

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