Form 8 (Opening Position Disclosure) -Replacement

SolGold PLC

17 December 2025

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

This form replaces RNS number 2889L published at 07:00 on 12 December 2025.

Changes made to Section 3.

1.         KEY INFORMATION

(a) Full name of discloser:	SolGold plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	SolGold plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	16 December 2025
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a)   Interests of subsidiaries, associated companies and companies of which such companies are associated companies N/A b)   Interests held by directors of the Offeree, their close relatives and the related trusts of any of them Name Number of shares Percentage of total issued share capital Nicholas Mather 84,249,282 2.80% Scott Caldwell 17,462,244 0.58% Paul Smith 250,000 0.01% Charles Joseland 86,000 0.003% María Amparo Albán Ricaurte 51,676 0.002% c)   Awards held by directors of the Offeree, their close relatives and the related trusts of any of them Name Number of share options Option price Exercise period Scott Caldwell 30,000,000 £0.17 17/03/2026 - 17/03/2033 Dan Vujcic 15,000,000 £0.07 11/04/2026 - 11/04/2036 d)   Interests held by persons affiliated with certain directors of the offeree company, SolGold plc Name Number of shares Percentage of total issued share capital DGR Global Ltd 204,151,800 6.78% Nicholas Mather is Non-Executive Director of SolGold. He is also Founder, CEO and MD of DGR Global Ltd (DGR) and DGR's holding in SolGold has therefore been disclosed above. e)   Interests of connected advisers to the Offeree Name Number of shares Percentage of total issued share capital Dmyant Sangha and Maxit Capital LP 153,366,663 5.10%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	N/A
Supplemental Form 8 (SBL)	N/A

Date of disclosure:	17 December 2025
Contact name:	Ryan Wilson
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END