Proposed capital return of up to US$ 1,200 million to shareholders by way of on-market tender offer 08.09.2026, 14:53 Uhr von EQS News Jetzt kommentieren: 0

THIS ANNOUNCEMENT IS A SUMMARY OF A PROPOSED TENDER OFFER AND RESOLUTIONS WHICH ARE SUBJECT TO SHAREHOLDER APPROVAL AT A FORTHCOMING GENERAL MEETING. DETAILS OF THE GENERAL MEETING ARE AVAILABLE WITHIN THIS ANNOUNCEMENT.

SHAREHOLDERS ARE URGED TO READ THE SHAREHOLDER CIRCULAR PUBLISHED TODAY (THE “CIRCULAR”) AS A WHOLE AND IN ITS ENTIRETY. UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS WITHIN THIS ANNOUNCEMENT HAVE THE SAME MEANING AS DEFINED IN THE CIRCULAR.

THE PROPOSED TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY RESTRICTED JURISDICTION AND NEITHER THE CIRCULAR NOR THE ACCOMPANYING FORM OF PROXY MAY BE DISTRIBUTED OR SENT IN OR INTO OR FROM ANY RESTRICTED JURISDICTION AND DOING SO MAY RENDER INVALID ANY PURPORTED TENDER.

ASTANA INTERNATIONAL EXCHANGE LTD ("AIX"), AIX CENTRAL SECURITIES DEPOSITORY LTD (“AIX CSD”) AND THEIR RESPECTIVE RELATED COMPANIES DO NOT ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR STATEMENTS CONTAINED HEREIN. LIABILITY FOR THIS DOCUMENT LIES WITH THE COMPANY AND OTHER PERSONS, WHOSE OPINIONS ARE INCLUDED IN THIS DOCUMENT WITH THEIR CONSENT. NEITHER AIX NOR AIX CSD NOR THEIR RELATED COMPANIES HAS ASSESSED, APPROVED, ENDORSED OR VERIFIED THE COMMERCIAL MERITS OF THE TENDER OFFER OR THE SUITABILITY OF PARTICIPATION IN THE TENDER OFFER FOR ANY PARTICULAR SHAREHOLDER OR TYPE OF SHAREHOLDER.

Solidcore Resources plc

Proposed capital return of up to US$ 1,200 million to shareholders by way of on-market tender offer

Solidcore Resources plc (“Solidcore” or the “Company”) announces the proposal to return up to US$ 1,200 million to shareholders by way of an on-market tender offer (the “Tender Offer”), pursuant to which Eligible Shareholders are invited to tender some or all of their Company’s shares at a price of US$ 11.66 per share from 9 September 2026 to 12 October 2026.

“The progress we have made over the past year has fundamentally strengthened the Company. We have secured funding for our investment programme, reinforced our balance sheet, continued to progress the Company’s projects and resolved long-standing structural issues affecting our share capital. Against this backdrop, and after considering the Company's capital requirements, investment opportunities and financial position, the Board believes that one-off cash return to shareholders through share repurchase represents a strongly compelling risk-adjusted use of the capital available to the Company today. By providing liquidity to shareholders who wish to exit in an otherwise illiquid market, while repurchasing shares at an attractive valuation, the Company believes the transaction benefits all shareholders. Importantly, our largest shareholder, Maaden, and our CEO have each irrevocably committed not to tender their shares.”, – said Evgueni Konovalenko, Senior Independent Non-Executive Director, for and on behalf of the Board.

KEY TERMS AND CONDITIONS

• Under the terms of the Tender Offer, the Company may purchase up to 102,915,952 shares or approximately 23.2% of the Company’s current issued share capital, at a price of US$ 11.66 per share, representing a 10% premium to the volume-weighted average price during the 30-day period ending on, and including, the Latest Practicable Date (being 7 September).
• The Tender Offer will be open from 11 a.m. (Astana time) on 9 September 2026 to 5 p.m. (Astana time) on 12 October 2026. The completion of the Tender Offer will be subject to shareholder approval at a General Meeting of the Company to be held at 11 a.m. (Astana time) on 30 September 2026.
• BCC Invest JSC has been appointed as the Nominated Broker operating in conjunction with the Astana International Exchange and AIX CSD. Oman Investment Bank has been appointed as the Financial Adviser to the Company.
• Eligible Shareholders willing to make an offer to tender their shares (“Tender Submission” as defined in the Circular) must refer to a Trading Member on AIX or AIX Recognised Custodian through which their shares are held. Participation in the Tender Offer is entirely at the discretion of shareholders. Shareholders are not obliged to tender any shares.
• The Tender Offer is available to Eligible Shareholders being persons recorded in book-entry form as beneficially entitled to the Company’s shares as at the Closing Date and excluding residents in a Restricted Jurisdiction as defined in the Circular. An Eligible Shareholder holding a direct account with the Registrar or whose nominee holds a direct account with the Registrar and willing to participate in the Tender Offer must transfer, or procure the transfer of, the relevant number of shares to its brokerage/custody account with a Trading Member on AIX or AIX Recognised Custodian before fling a Tender Submission.
• Tender Submissions may be withdrawn prior to the Withdrawal Cut-Off Date which is 5:00 p.m. (Astana time) on 8 October 2026. At that time, Tender Submissions will become irrevocable and the relevant shares will be blocked and may not be sold, transferred or otherwise disposed of pending settlement of the Tender Offer.
• If the number of shares validly tendered is less than or equal to 102,915,952 shares, the Company will purchase all shares tendered. If more than 102,915,952 shares are tendered, purchases will be scaled back on a pro rata basis. This means that the Company will purchase from each shareholder the same proportion of the shares tendered by that shareholder, such that the aggregate number of shares purchased does not exceed 102,915,952 shares. If any fractions arise from scaling back, the number of shares accepted will be rounded down to the nearest whole number.
• The Company has received irrevocable undertakings from its major shareholder, Maaden International Investment SPC (“Maaden”), and the Group’s CEO, Vitaly Nesis, not to participate in the Tender Offer. The Company considers this to be a clear signal of their continued long-term strategic commitment and confidence in the Company’s future.
• The Tender Offer is a one-off return of cash in excess of the Company’s funding requirements and does not establish a capital return policy.

Further details of the Tender Offer, including the full terms and conditions and related risks of which shareholders should be aware, are set out in the Circular to shareholders published today. A document with Q&As is also available at: https://www.solidcore-resources.com/en/investors-and-media/news/press-releases/ .

BACKGROUND AND RATIONALE

In determining to return capital to shareholders, the Board considered the Company's capital requirements, investment opportunities and financial position, together with the following factors:

• The Company completed the divestiture of its Russian assets in March 2024.
• The Company has sufficient financial capacity and operational stability allowing it to fund its strategic growth pipeline:
  • Solidcore has demonstrated strong financial and operational results both in 2025 and the first six months of 2026.
  • The cash position as of 1 September 2026 amounted to US$ 1.4 billion and net cash was US$ 747 million.
  • The Company has also secured external financing of US$ 700 million for the Ertis POX project from the European Bank for Reconstruction and Development, a syndicate of international banks and KfW-IPEX Bank. The total amount of undrawn credit lines as of the date of the announcement stands at US$ 374 million.

The Board has carefully considered various options for capital return to shareholders in excess of the Company’s foreseeable future investment needs. It has determined that the Tender Offer would be the most appropriate method of facilitating a shareholder payout in a timely and efficient manner because:

• The Tender Offer enables the Company to return capital to shareholders through a market-based mechanism at an attractive premium to the volume-weighted average price during the 30-day period ending on, and including, the Latest Practicable Date (being 7 September).
• The Tender Offer provides shareholders with flexibility and choice:
  • Eligible Shareholders seeking liquidity may realise part or all of their investment at a premium to the volume-weighted average price during the 30-day period ending on, and including, the Latest Practicable Date (being 7 September), which is particularly relevant given the current relatively constrained trading liquidity in the Company's shares; and
  • Shareholders who choose not to participate may retain their full investment and exposure to the Company’s future growth and development.
• The Tender Offer is available to all Eligible Shareholders.
• The Tender Offer will reduce the number of shares in issue (excluding treasury shares) thereby increasing the proportional ownership of non-participating shareholders and therefore concentrating earnings and value metrics on a per-share basis, all else being equal.
• Maaden’s and the CEO’s respective undertakings not to participate in the capital distribution are a clear signal of their continued long-term strategic commitment and confidence in the Company’s future, and an important factor in supporting stakeholder-related interests, which is relevant in the context of the Company’s operating environment.

The Board considers the Tender Offer to be consistent with its established capital allocation framework. All organic investment opportunities and strategic initiatives identified by the Board that meet Solidcore’s return criteria continue to be fully funded.

Therefore, the Board believes the Tender Offer represents a disciplined allocation of capital which does not affect the Company’s strategic priorities or its ability to invest in growth opportunities. The Board remains confident in the long-term prospects of the Company and in its ability to continue generating healthy cash flows.

TIMELINE

The expected timetable for the General Meeting and Tender Offer is as outlined below:        

All references to time are to Astana time unless otherwise stated.

Each of the above times and dates for the Tender Offer is indicative only and based on the Company’s expectations and is subject to change.

GENERAL MEETING

The General Meeting to approve the Resolutions which will allow the Company to conduct the Tender Offer will be held at 11 a.m. (Astana Time, GMT+5) on 30 September 2026 at Sheraton Hotel, Baiterek room, 60/1 Syganak Street, Astana, Kazakhstan.

At the General Meeting, shareholders will be asked to consider and vote on the following resolutions:

Resolution 1 – Ordinary Resolution

Approval for the Company to repurchase up to 102,915,952 Ordinary Shares pursuant to the Tender Offer at the Tender Price.

Resolution 2 – Ordinary Resolution

Approval for any Ordinary Shares acquired pursuant to the Tender Offer to be held as treasury shares.

Resolution 3 – Ordinary Resolution

Approval of the increase in Maaden’s percentage interest in the Company resulting solely from completion of the Tender Offer as a permitted acquisition under the Company’s Articles of Association.

The approval relates only to any increase in Maaden’s percentage interest arising from the Company’s repurchase of Ordinary Shares pursuant to the Tender Offer and does not permit Maaden to acquire additional Ordinary Shares by any other means.

The Company will not purchase Ordinary Shares pursuant to the Tender Offer unless the Resolutions are duly passed.

Please note that shareholders are able to tender shares regardless of (i) whether or not they vote and (ii) whether or not they vote in favour or the resolutions.

Further details on the proposed resolutions, voting dates and procedure can be found in the Notice of General Meeting embedded in the Circular.

The following documents have been made available to shareholders today:

• A copy of the Circular including:
  • Notice of General Meeting
• Form of Proxy.

Copies of all the above documents are also available on the Company's website at https://www.solidcore-resources.com/en/investors-and-media/shareholder-centre/general-meetings/.

About Solidcore

Solidcore Resources is a leading gold producer registered in AIFC, Kazakhstan, and listed on Astana International Exchange. Solidcore operates two producing gold mines and a major growth project in Kazakhstan.

Enquiries

FORWARD-LOOKING STATEMENTS

This release may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements speak only as at the date of this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “should” or similar expressions or, in each case their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the company’s control that could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Forward-looking statements are not guarantees of future performance. There are many factors that could cause the company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

[1] Subject to completion of the necessary arrangements, such as receipt of cleared funds.