ISS & Glass Lewis Voting Recommendation

SolGold PLC

11 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

11 February 2026

SolGold plc ("SolGold")

ISS and Glass Lewis Recommends Shareholders to VOTE FOR the Acquisition

The board of directors of SolGold (the "SolGold Board") notes the publication of voting recommendations from leading independent global providers of corporate governance research, Institutional Shareholder Services ("ISS") and Glass Lewis, in relation to the cash offer to be made by JCHK, for and on behalf of Jiangxi Copper Company Limited ("JCC"), to acquire the entire issued and to be issued share capital of SolGold (the "Acquisition") by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Both ISS and Glass Lewis have recommended that shareholders VOTE FOR the Acquisition

The recommendations are in line with the unanimous recommendation of the SolGold Board, and as detailed in the announcement dated 9 February 2026, follows the support of SolGold's top 5 shareholders, which (including JCHK's 12.1 per cent. shareholding) represent 47.3% of SolGold's issued share capital.

SolGold Shareholders should carefully read this announcement, the announcement dated 9 February 2026 and the Scheme Document in its entirety before making a decision with respect to the Scheme.

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

Enquiries

SolGold plc Dan Vujcic	[phone]
RBC Capital Markets (Rule 3 Adviser and Financial Adviser to SolGold) Hugh Samson Paul Betts Sam Jackson	[phone]
Maxit Capital LP (International Financial Adviser to SolGold) Sameer Rabbani	[phone]
Canaccord Genuity Limited (Corporate Broker to SolGold) James Asensio Charlie Hammond	[phone]

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.

 

END