REG - SolGold PLC - Company Update

SolGoldAnnouncement

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RNS Number : 2147S  SolGold PLC  09 February 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

9 February 2026

SolGold plc ("SolGold")

Company Update

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 SolGold Directors unanimously recommend, are supportive of
the Acquisition and strongly encourage SolGold Shareholders to vote in favour
of the Scheme.

 

Following the publication of the Scheme Document on 21 January 2026, the Board
of SolGold wishes to ensure shareholders have clarity on the following topics.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.

 

Cascabel Project - Tandayama América Drilling Results

 

SolGold has completed a program of infill and step-out diamond drilling at the
Tandayama-América ("Tandayama") deposit, part of the Cascabel Project in
northern Ecuador. Final assay results have now been received for all drill
holes in the 2025 program, allowing the full set of results to be reported.

 

Drilling to date at Tandayama is encouraging; however, essential technical
work, including metallurgical testing and geotechnical and hydrological
assessments, has not yet been completed.

 

The drilling was designed to improve geological confidence within the
interpreted open-pit design and to test mineralisation beyond the current pit
limits, including at the Tandayama West target. The results confirm the
continuity of copper-gold mineralisation within the northern portion of the
interpreted resource shell and identify zones of higher-grade mineralisation
at depth, including within intrusive lithologies at the base of the conceptual
pit design. Additional mineralised intervals were intersected outside the
interpreted pit limits, providing further information to refine the geological
model.

 

A summary of significant intercepts from the drilling program is provided in
Table 1 in the Appendix. Copper equivalent ("CuEq") values have been
calculated using a conversion factor of 0.879. CuEq = [Cu + (Au*0.879)] and do
not take metallurgical recoveries into account.

 

SolGold Funding Update

 

As set out in the Management Discussion and Analysis for the three months
ending 30 September 2025 (the "September 2025 MD&A"), SolGold had a cash
and cash equivalents position of US$34.1 million as at 30 September 2025.

 

Based on management's latest projections which include financial commitments
already made, and taking into account this recent expenditure on the ongoing
development of the Cascabel project, the SolGold Board has determined that
SolGold would need to raise additional financing by Q2 2026 to be in a
position to continue its development activities.

 

Therefore, and having reviewed SolGold's options for raising this financing,
the SolGold Board anticipates this financing would likely take the form of
issuing new equity to existing and potentially new shareholders. The terms of
this equity financing are uncertain and would potentially be done at a
material discount to the JCC Offer Price.

 

The SolGold Board further notes that this additional funding will not be
required in the event that the Acquisition by JCC proceeds on the currently
envisaged timetable.

 

Transaction Update

 

The SolGold Board confirms that it has not received any expressions of
interest from any third parties regarding a possible offer for SolGold since
the start of the current Offer Period, which commenced on 28 November 2025.

 

The SolGold Board notes the recent volatility in commodity prices. As set out
in the Scheme Document, the Board, have taken all relevant factors into
account in considering the financial terms of the offer, which included views
on long-term commodity prices, as well as the certainty that the Acquisition
provides SolGold Shareholders and the feasibility of and risks associated with
alternative strategic options to deliver greater value for SolGold
Shareholders.

 

As set out in the Scheme Document, JCHK has received irrevocable undertakings
to vote (or procure the voting) in favour of the Scheme at the Court Meeting
and the Resolution at the General Meeting from BHP Billiton Holdings Limited
("BHP"), Newcrest International Pty Ltd ("Newcrest"), Maxit Capital LP (and
its affiliates) ("Maxit"), and the SolGold Directors, including Nicholas
Mather, in respect of 857,239,518 SolGold Shares, in aggregate, representing
approximately 28.4 per cent. of SolGold's issued share capital as at the
Latest Practicable Date.

 

Furthermore, the SolGold Board notes the recent announcement by DGR Global Ltd
("DGR") in which it indicates its current intention to support the
Acquisition. DGR holds 204,151,800 SolGold Shares, representing approximately
6.8 per cent. of SolGold's issued share capital as at the Latest Practicable
Date.

 

Taken together, this represents support from SolGold Shareholders representing
approximately 35.2 per cent. of SolGold's issued share capital as at the
Latest Practicable Date.

 

As a consequence, the SolGold Board notes its top 5 shareholders are
supportive of the transaction, and these shareholders (including JCHK's 12.1
per cent. shareholding) represent 47.3% of SolGold's issued share capital.

 

Unanimous Recommendation from the SolGold Directors

 

For the reasons set out in the Scheme Document and this announcement, 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 interests and those of certain of
their connected persons being, in aggregate, 83,597,123 SolGold Shares
representing approximately 2.8 per cent. of the issued share capital of
SolGold as at the Latest Practicable Date.

 

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

 

As set out in the Scheme Document, 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. 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.

 

Scheme Shareholders and SolGold Shareholders are 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.

 

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

Fasken Martineau LLP is acting as legal adviser to SolGold plc.

 

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 Acquisition 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 Acquisition or any other matter
referred to in this announcement.

 

Qualified Person

 

The scientific and technical disclosure included in this news release has been
reviewed and approved by Mr. Santiago Vaca (M.Sc. P.Geo.), who is a Qualified
Person as defined under National Instrument 43-101 - Standards of Disclosure
for Mineral Projects.

 

Appendix

 

Table 1: Assay Results Summary

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