REG - SolGold PLC Jiangxi Copper - Scheme of Arrangement Becomes Effective

SolGoldAnnouncement

04/03/2026 14:46

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RNS Number : 3576V  SolGold PLC  04 March 2026

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

FOR IMMEDIATE RELEASE

4 March 2026

RECOMMENDED CASH ACQUISITION

of

SolGold plc ("SolGold")

by

Jiangxi Copper (Hong Kong) Investment Company Limited ("JCHK")

 

implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 24 December 2025, the boards of directors of SolGold and JCHK, for and on
behalf of Jiangxi Copper Company Limited ("JCC"), announced that they had
reached agreement on the terms of a recommended cash offer to be made by JCHK
to acquire the entire issued and to be issued share capital of SolGold (the
"Acquisition"). It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme"). The scheme document in connection with the Acquisition was
published on 21 January 2026 (the "Scheme Document").

 

On 2 March 2026, SolGold announced that the High Court of Justice of England
and Wales had sanctioned the Scheme at the Sanction Hearing on 2 March 2026.

 

SolGold and JCHK are pleased to announce that, following the delivery of a
copy of the Court Order to the Registrar of Companies today, the Scheme has
now become Effective in accordance with its terms and the entire issued and to
be issued ordinary share capital of SolGold is now owned by JCHK.

 

Settlement of Consideration

Under the terms of the Scheme, each Scheme Shareholder on the register of
members of SolGold at the Scheme Record Time (being 6:00 p.m. on 3 March 2026)
is entitled to receive 28 pence for each Scheme Share held by them at that
time.

 

Settlement of the Consideration to which any Scheme Shareholder is entitled
will be effected by the despatch of cheques or electronic transfers where
applicable (for SolGold Shareholders holding Scheme Shares in certificated
form) or the crediting of CREST accounts (for SolGold Shareholders holding
Scheme Shares in uncertificated form) as soon as practicable.

 

The latest date for settlement of the consideration in relation to the
Acquisition is 18 March 2026.

 

Suspension of trading and cancellation of listing and admission to trading of
SolGold Shares

The admission to trading of, and dealings in, SolGold Shares have been
suspended on the London Stock Exchange's main market for listed securities
("Main Market") with effect from the commencement of trading today, Wednesday
4 March 2026. Applications have been made to the FCA and the London Stock
Exchange in relation to the cancellation of the listing of the SolGold Shares
on the Official List and cancellation of the admission to trading of SolGold
Shares on the Main Market of the London Stock Exchange, which are each
expected to take effect at 7:00 a.m. on Thursday 5 March 2026.

 

SolGold Board appointment and resignations

As the Scheme has now become Effective, SolGold duly announces that, as of
today's date Paul Smith, Maria Amparo Alban Ricaurte, Nicholas Mather, Jian
(John) Xiong Liu, Charles Joseland and Scott Caldwell have tendered their
resignations and have stepped down from the SolGold Board.

 

Zhang Meng has been appointed as a director of SolGold.

 

Dealing disclosures

SolGold is no longer in an "Offer Period" as defined in the City Code on
Takeovers and Mergers and accordingly the dealing disclosure requirements
previously notified to investors no longer apply.

 

General

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless stated
otherwise.

 

Full details of the Acquisition are set out in the Scheme Document.

 

For further information you are invited to visit the Company's website
https://solgold.com/.

 

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
UK and Canadian legal advisers to JCC. AnJie Broad Law Firm is acting as PRC
legal adviser to JCC. Fasken Martineau LLP is acting as legal adviser to
SolGold.

Important Notice

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons who are not resident in
the United Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
vote their SolGold Shares in respect of the Scheme at the Court Meeting or the
General Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

 

This announcement is for information purposes only. Neither this announcement
nor any documentation relating to the Acquisition do or are intended to
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Acquisition or otherwise,
in any jurisdiction in which such offer, invitation or solicitation is
unlawful.

 

The Acquisition will be made solely by means of the Scheme Document (and the
accompanying Forms of Proxy) or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document (and the
accompanying forms of acceptance, if applicable), which will contain the full
terms and conditions of the Acquisition, including, if applicable details of
how to vote in respect of the Scheme. Any decision in respect of the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).

 

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. Neither RBC Europe Limited nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, tort, in
delict, under statute or otherwise) to any person who is not a client of RBC
Europe Limited in connection with the Acquisition or any matter referred to
herein.

 

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 ("Canaccord"), 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 matters referred to in this
announcement. Canaccord 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, nor for providing advice in relation to the
Acquisition 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.

 

Overseas Shareholders

 

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which: (a) they
are located, (b) are resident for tax purposes, (c) are incorporated, (d) are
domiciled and/or, (e) hold citizenship. Overseas Shareholders should inform
themselves about and should observe any applicable legal, tax, or regulatory
requirements. It is the responsibility of all Overseas Shareholders to satisfy
themselves as to their full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction. SolGold Shareholders who are in any doubt regarding such matters
should consult an appropriate independent financial adviser in their relevant
jurisdiction without delay.

 

The release, publication or distribution of this announcement and any
documentation relating to the Acquisition in or into or from jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK to vote their SolGold Shares with respect to the Scheme at the Court
Meeting or the General Meeting, or to appoint another person as proxy may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

 

This announcement and any documentation relating to the Acquisition have been
prepared for the purposes of complying with English law and the Takeover Code,
and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside of England and Wales. Overseas Shareholders
should consult their own legal and tax advisers with regard to the legal and
tax consequences of the Scheme for their particular circumstances.

 

Unless otherwise determined by JCHK or required by the Takeover Code, and
permitted by applicable law and regulation, no person may vote in favour of
the Acquisition by any use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction, and persons
receiving this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction.

 

Further details in relation to Overseas Shareholders are included in paragraph
13 of Part II (Explanatory Statement) of the Scheme Document.

 

Notice to US Investors

 

The Acquisition relates to the shares of a company registered under the laws
of England and Wales and is proposed to be made by way of a scheme of
arrangement provided for under Part 26 of the Companies Act. This announcement
and certain other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. The Acquisition, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the procedural and disclosure requirements of and
practices applicable in the UK to a scheme of arrangement involving a target
company in England with its securities admitted to trading on the London Stock
Exchange, which differ from the procedural and disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, JCHK exercises
its right to implement the Acquisition by way of a Takeover Offer and
determines to extend the Takeover Offer into the United States, the Takeover
Offer will be made in compliance with applicable US laws and regulations
including without limitation and to the extent applicable, under Section 14(e)
of the US Exchange Act and Regulation 14E thereunder.

 

The financial information that is included in this announcement, or any other
documents relating to the Acquisition, has been or will be prepared in
accordance with International Financial Reporting Standards or other reporting
standards or accounting practice applicable in the United Kingdom and thus may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles. None of the financial information in this announcement
has been audited in accordance with auditing standards generally accepted in
the United States.

 

It may be difficult for US SolGold Shareholders to enforce their rights and
any claim arising out of the US federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the
Acquisition, because SolGold is located in a non-US country, and some or all
of its officers and directors may be residents of a non-US country. US SolGold
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US federal securities laws
or the laws of any state or other jurisdictions in the United States. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgment.

 

US SolGold Shareholders also should be aware that the Acquisition may have tax
consequences in the United States and that such consequences, if any, are not
described herein. The receipt of cash by a US holder of SolGold Shares as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws.

 

US SolGold Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding the Acquisition.

 

Notice to SolGold Shareholders in Australia

 

To the extent that this announcement is received by a SolGold Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

 

Notice to SolGold Shareholders in Canada ("Canadian Shareholders")

 

The Acquisition relates to the shares of a company registered under the laws
of England and Wales with its securities admitted to trading on the London
Stock Exchange, and is proposed to be made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act.

 

The Acquisition contemplated herein has not been approved or disapproved by
any Canadian securities regulatory authority nor has any Canadian securities
regulatory authority passed upon the fairness or merits of the Acquisition or
upon the accuracy or adequacy of the information contained in this
announcement. Any representation to the contrary is unlawful.

 

SolGold is a reporting issuer in the Canadian provinces of British Columbia,
Alberta, Ontario, Nova Scotia and Newfoundland and Labrador. On 3 December
2025, SolGold obtained discretionary exemptive relief from the Ontario
Securities Commission (the "OSC"), as principal regulator of SolGold, on
behalf of itself and the other applicable securities regulators in Canada,
relieving it from certain continuous disclosure requirements under Canadian
securities laws provided that, among other things, it files on SEDAR+, makes
publicly available or provides to its securityholders in Canada the continuous
disclosure materials that it is required to file, make publicly available or
provide to its securityholders pursuant to the applicable disclosure
requirements in the United Kingdom. Accordingly, this announcement and certain
other documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure requirements,
all of which differ from the requirements applicable to a transaction
conducted under Canadian corporate and securities laws.

 

The enforcement by investors of civil liabilities under Canadian securities
laws may be affected adversely by the fact that SolGold is incorporated or
organised under the laws of a jurisdiction other than Canada, that some or all
of SolGold's officers and directors are and will be residents of countries
other than Canada, and that all or a substantial portion of the assets of
SolGold and such persons are and will be located outside Canada. As a result,
it may be difficult or impossible for Canadian Shareholders to effect service
of process within Canada upon SolGold and SolGold's respective officers or
directors or the experts named herein, or to realise against them upon
judgments of courts of Canada predicated upon liabilities under Canadian
securities laws. In addition, Canadian Shareholders should not assume that the
courts of England and Wales: (a) would enforce judgments of Canadian courts
obtained in actions against such persons predicated upon civil liabilities
under Canadian securities laws; or (b) would enforce, in original actions,
liabilities against such persons predicated upon civil liabilities under the
Canadian securities laws.

 

Canadian Shareholders should be aware that the Acquisition may have tax
consequences in Canada and that such consequences, if any, are not described
herein. The receipt of cash by a Canadian Shareholder as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for Canadian federal and provincial income tax purposes. Canadian
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Acquisition.

 

 

 

 

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