Company Update
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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
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SolGold plc Dan Vujcic
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+44 (0) 203 807 6996 |
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RBC Capital Markets (Rule 3 Adviser and Financial Adviser to SolGold) Hugh Samson Paul Betts Sam Jackson
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+44 (0) 207 653 4000 |
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Maxit Capital LP (International Financial Adviser to SolGold) Sameer Rabbani
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+1 416 363 7238 |
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Canaccord Genuity Limited (Corporate Broker to SolGold) James Asensio Charlie Hammond
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+44 (0) 207 523 8000 |
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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