REG - SolGold PLC - Scheme of Arrangement

SolGoldAnnouncement

21/01/2026 17:15

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RNS Number : 8459P  SolGold PLC  21 January 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

21 January 2026

RECOMMENDED CASH ACQUISITION

of

SolGold plc ("SolGold")

by

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

 

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

PUBLICATION OF SCHEME DOCUMENT

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").

 

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.

 

Publication of the Scheme Document

 

SolGold announces that a circular in relation to the Scheme (the "Scheme
Document") setting out, among other things, a letter from the Chair of
SolGold, an explanatory statement pursuant to section 897 of the Companies
Act, the full terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by Scheme Shareholders and SolGold
Shareholders (as applicable), has been published today on SolGold's website at
https://solgold.com/investors/possible-offer-content/ and on JCC's website at
https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html.

 

Hard copies of the Scheme Document (or, depending on SolGold Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to SolGold Shareholders today,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions.

 

Action Required

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) SolGold Shareholders vote in favour of the Special Resolution at the
General Meeting.

 

The approval required at the Court Meeting for approval of the Scheme is a
majority in number of the Scheme Shareholders who are present and vote,
whether in person or by proxy, at the Court Meeting and who represent 75 per
cent. or more in value of the Scheme Shares voted by those Scheme
Shareholders. The approval required at the General Meeting for the Special
Resolution to be passed is at least 75 per cent. of the votes cast on such
resolutions (in person or by proxy).

 

Notices of the Court Meeting and the General Meeting of SolGold, each of which
will be held at the offices of Fasken Martineau LLP, 100 Liverpool Street,
London EC2M 2AT, on 23 February 2026, are set out in the Scheme Document. The
Court Meeting will start at 10.00 a.m. on that date and the General Meeting at
10.15 a.m. or as soon thereafter as the Court Meeting is concluded or
adjourned.

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to SolGold Shareholders before the relevant Meeting,
through SolGold's website
https://solgold.com/investors/possible-offer-content/ and by announcement
through a Regulatory Information Service.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders.

 

Scheme Shareholders and SolGold Shareholders are therefore strongly urged to
submit proxy appointments and instructions for the Court Meeting and the
General Meeting as soon as possible and, in any event, so that the proxy
appointment and instructions are received by Computershare Investor Services
PLC no later than 48 hours prior to the Court Meeting or the General Meeting
as applicable (excluding any part of such 48 hour period falling on a
non-Business Day) or, in the case of any adjournment, no later than 48 hours
(excluding any part of such 48 hour period falling on a non-Business Day)
before the time fixed for the adjourned meeting. If you hold your SolGold
Shares in uncertificated form (that is, in CREST) you may vote using the CREST
proxy voting service in accordance with the procedures set out in the CREST
Manual.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting and the requisite
majority of SolGold Shareholders at the General Meeting. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the other
Conditions and further terms, as described in further detail in the Scheme
Document.

 

The Scheme is expected to become Effective during Q1 2026. SolGold will make
further announcements through a Regulatory Information Service, with such
announcements also being made available on SolGold's website at
https://solgold.com/investors/possible-offer-content/ and on JCC's website at
https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html.

 

Recommendation

 

The SolGold Board, who have been so advised by RBC Capital Markets as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the SolGold Board, RBC
Capital Markets has taken into account the commercial assessments of the
SolGold Board. RBC Capital Markets is providing independent financial advice
to the SolGold Board for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the SolGold Board unanimously recommend that Scheme Shareholders
vote (or procure votes) in favour of the Scheme at the Court Meeting and the
SolGold Shareholders vote (or procure votes) in favour of the Resolution at
the General Meeting, as the SolGold Board have irrevocably undertaken to do
(or procure to be done) in respect of their own beneficial holdings.

 

SolGold Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Additional Information for SolGold Shareholders

 

If you have any questions about this announcement, the Court Meeting or the
General Meeting, or how to complete the Forms of Proxy, please call
Computershare Investor Services PLC on +44 (0) 370 707 1305. Calls are charged
at the standard geographic rate and will vary by provider. Calls from outside
the United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. to 5.00 p.m. (London time), Monday to
Friday excluding public holidays in England and Wales. Please note that
Computershare Investor Services PLC cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes. You may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should be in hard
copy form.

 

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, SolGold Shares on the
London Stock Exchange will be the Business Day immediately prior to the
Effective Date. It is intended that, subject to the Scheme becoming effective,
applications will be made for the cancellation of the listing of SolGold
Shares on the Official List and the cancellation of trading of SolGold Shares
on the LSE.

 

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on SolGold's and JCHK's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to SolGold Shareholders by
announcement through the Regulatory Information Service of the LSE.

 

 Event                                                                           Expected time and date((1))
 Publication of the Scheme Document                                              21 January 2026
 Latest time for lodging Forms of Proxy or for submitting proxy instructions
 electronically online or via the CREST electronic proxy appointment service
 for the:
 ·      Court Meeting (blue Form of Proxy)                                       10.00 a.m. on 19 February 2026((2))
 ·      General Meeting (white Form of Proxy)                                    10.15 a.m. on 19 February 2026((3))
 Voting Record Time                                                              6.00 p.m. on 19 February 2026((4))
 Court Meeting                                                                   10.00 a.m. on 23 February 2026
 General Meeting                                                                 10.15 a.m. on 23 February 2026((5))
 The following dates are indicative only and are subject to change((6))
 Sanction Hearing (to sanction the Scheme)                                       2 March 2026((7))
 Last day of dealings in, and for registration of transfers of, and disablement  3 March 2026
 of CREST for, SolGold Shares
 Scheme Record Time                                                              6.00 p.m. on 3 March 2026
 Suspension of dealings in SolGold Shares                                        7.30 a.m. on 4 March 2026
 Expected Effective Date of the Scheme((8))                                      4 March 2026
 Cancellation of admission of SolGold Shares to trading on the Main Market of    By 7.00 a.m. 5 March 2026
 the London Stock Exchange
 Latest date for dispatch of cheques, crediting of CREST accounts and            18 March 2026
 processing electronic transfers for Cash Consideration due under the Scheme
 Long Stop Date                                                                  11.59 p.m. on 15 May 2026((9))

 

(1)   All times set out in this timetable refer to London time unless
otherwise stated. The dates and times given are indicative only and are based
on SolGold's current expectations and may be subject to change. If any of the
expected times and/or dates above change, the revised times and/or dates will
be notified to SolGold Shareholders by announcement through a Regulatory
Information Service with such announcement being made available on JCHK's
website at  https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html
and SolGold's website at https://solgold.com/investors/possible-offer-content/
and, if required by the Panel, SolGold will send notice of the change(s) to
SolGold Shareholders and other persons with information rights and, for
information only, to the holders of options under the SolGold Share Plans.

 

(2)   It is requested that blue Forms of Proxy for the Court Meeting be
lodged no later than 10.00 a.m. on 19 February 2026 or, in the case of an
adjourned meeting, 48 hours (excluding any part of such 48 hour period falling
on a non-Business Day) before the time fixed for the adjourned Court Meeting.
Blue Forms of Proxy not so lodged may be completed and handed to the Chair of
the Court Meeting at any time before the start of the Court Meeting.

 

(3)   White Forms of Proxy for the General Meeting must be lodged no later
than 10.15 a.m. on 19 February 2026 or, in the case of an adjourned meeting,
48 hours (excluding any part of such 48 hour period falling on a non-Business
Day) before the time fixed for the adjourned General Meeting.

(4)   If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the
date falling two Business Days before the date of the adjourned
meeting.

(5)   Or as soon thereafter as the Court Meeting is concluded or adjourned.

(6)   These dates are indicative only and will depend, among other things,
on the date upon which: (i) the Conditions are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order
is delivered to the Registrar of Companies.

 

(7)   Subject to the satisfaction (or, if applicable, waiver) of the
Conditions (other than Condition 2(c)(i)), as set out in Section 1 of Part 3
(Conditions to and Certain Further Terms of the Scheme and the Acquisition) of
the Scheme Document.

 

(8)   The Scheme will become effective pursuant to its terms upon the Court
Order being delivered to the Registrar of Companies.

 

(9)   The latest date by which the Scheme may become Effective (or such
later date as (a) SolGold and JCHK may agree or (b) (in a competitive
situation) specified by JCHK with the consent of the Panel, and in either case
as the Court may approve (if such approval(s) are required)).

 

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, 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.

 

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.

 

Forward-Looking Statements

 

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by JCC, JCHK or SolGold contain statements which are, or
may be deemed to be, "forward-looking statements" with respect to JCC, JCHK,
SolGold and the Enlarged JCC Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "would", "could" or "should" or other words of similar meaning
or the negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, economic performance, synergies, financial conditions, market
growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
JCC Group or the SolGold Group; and (iii) the effects of government regulation
on the business of the JCC Group or the SolGold Group. There are many factors
which could cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among such factors are the satisfaction
(or, where permitted, waiver) of the Conditions as well as additional factors,
such as domestic and global business and economic conditions; the impact of
pandemics, asset prices; market-related risks such as fluctuations in interest
rates and exchange rates, industry trends, competition, changes in government
and regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital and tax), changes
in political and economic stability (including exposures to terrorist
activities, Eurozone instability, the Russia-Ukraine conflict), disruption in
business operations due to reorganisation activities, interest rates,
inflation, deflation and currency fluctuations, the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged JCC Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged JCC Group), the inability of
the JCC Group to integrate successfully the SolGold Group's operations and
programmes when the Acquisition is implemented, the Enlarged JCC Group
incurring and/or experiencing unanticipated costs and/or delays (including IT
system failures, cyber-crime, fraud and pension scheme liabilities), or
difficulties relating to the Acquisition when the Acquisition is implemented.
Other unknown or unpredictable factors could affect future operations and/or
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in
the light of such factors.

 

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of SolGold, JCC
and/or JCHK) because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement. None of the JCC Group nor SolGold Group, nor any of
their respective associates or directors, officers or advisers, provide any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. All subsequent oral or written
forward-looking statements attributable to JCC, JCHK or SolGold or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. Other than in
accordance with their legal or regulatory obligations (including under the
Takeover Code, MAR and the UK Listing Rules), neither of JCC, JCHK nor SolGold
is under or undertakes any obligation, and each of the foregoing expressly
disclaims any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

 

No statement in this announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this announcement should be interpreted to mean
that earnings or earnings per ordinary share, for JCC, JCHK or SolGold,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
JCC, JCHK or SolGold, respectively.

 

Disclosure Requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) of the Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue, when the offer period commenced
and when any offeror was first identified. You should contact the Panel's
Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

Rounding

 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

Publication on Website and Availability of Hard Copies

 

A copy of this announcement and the documents required to be published by Rule
26 of the Takeover Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, free of charge, on
JCC's website at
https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html and
SolGold's website at https://solgold.com/investors/possible-offer-content/ by
no later than 12 noon (London time) on the Business Day following the date of
this announcement. Save as expressly stated in this announcement, the contents
of these websites referred to in this announcement are not incorporated into
and do not form part of this announcement.

 

In accordance with Rule 30.3 of the Takeover Code, SolGold Shareholders,
persons with information rights, participants in the SolGold Share Plans may
request a hard copy of this announcement by contacting Computershare Investor
Services PLC on +44 (0) 370 703 0300 or by sending a request in writing to
Computershare Investor Services PLC at The Pavilions, Bridgwater Road,
Bristol, BS99 6ZZ, United Kingdom. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. to 5.00 p.m. (London time), Monday to Friday excluding
public holidays in England and Wales. Please note that Computershare Investor
Services PLC cannot provide any financial, legal or tax advice and calls may
be recorded and monitored for security and training purposes.

 

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may, subject to applicable securities laws,
also request that all future documents, announcements and information be sent
to them in relation to the Acquisition in hard copy form.

 

Electronic Communications

 

Addresses, electronic addresses and certain other information provided by
SolGold Shareholders, persons with information rights and other relevant
persons for the receipt of communications from SolGold may be provided to JCHK
during the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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