NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 December 2025
RECOMMENDED CASH ACQUISITION
of
SolGold plc ("SolGold")
by
Jiangxi Copper (Hong Kong) Investment Company Limited ("JCHK")
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of SolGold and JCHK, for and on behalf of Jiangxi Copper Company Limited ("JCC"), are pleased to announce that they have reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued ordinary share capital of SolGold (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Acquisition, SolGold Shareholders shall be entitled to receive:
28 pence in cash per SolGold Share (the "Cash Consideration")
· The Cash Consideration values the entire issued and to be issued share capital of SolGold at approximately £867 million, and represents:
o a premium of c.42.9% to the closing price of 19.6 pence per SolGold share on 19 November 2025, being the last business day prior to JCC's first approach to the SolGold Board;
o a premium of c.58.8% to the volume weighted average share price of c.17.6 pence per SolGold share over the three months to 27 November 2025, being the last business day prior to the announcement by SolGold of JCC's initial proposal;
o a premium of c.136.4% to the volume weighted average share price of c.11.8 pence per SolGold share over the twelve months to 27 November 2025; and
o a premium of c.7.1% to the closing price of c.26.2 pence per SolGold share on 27 November 2025, following a 33.4% increase in the SolGold share price since 19 November 2025.
Background to and reasons for the Acquisition
· As a consequence of JCHK being the largest individual shareholder in SolGold, JCC is familiar with Cascabel and SolGold's exploration portfolio. JCC is aligned with SolGold's long-term goals to define a clear development pathway to bring Cascabel into production, and has been a shareholder in SolGold since November 2020, now owning c.12.2% of SolGold's issued share capital.
· JCC shares SolGold management's vision that Cascabel carries the potential to deliver immense value to global mineral supply. While recognising that SolGold's management has significantly advanced the Cascabel Project, JCC believes additional work and investment is needed to establish JCC's own development plan and optimise the Project's value over the entire life of mine. With JCC's technical capabilities, engineering, supply chain and financial resources, and knowledge of the project through its past investment, JCC believes that it is well positioned to develop and finance Cascabel with greater certainty, in order to unlock its future growth potential. JCC will, as a well-capitalised and supportive investor with a strong track record in developing assets, commit financing and development resources on the path to production.
Recommendation
· The SolGold Directors, who have been so advised by RBC Capital Markets as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the SolGold Directors, RBC Capital Markets has taken into account the commercial assessments of the SolGold Directors.
· Accordingly, the SolGold Directors intend to recommend unanimously that SolGold Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the SolGold Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 83,597,123 SolGold Shares, representing, in aggregate, approximately 2.8% of the ordinary share capital of SolGold in issue on the Latest Practicable Date.
Reasons for the Recommendation from the SolGold Board
· The SolGold Board believes the Company has made substantial progress since the appointment of its new Chief Executive Officer in March this year, in re-framing the plan for the Cascabel Project, advancing permitting and key initiatives in country and, overall, re-working the strategy of the Company. The Board believes this progress has been reflected in the Company's strong share price performance over the course of this period.
· In November 2025, SolGold received the first of a series of unsolicited proposals from JCC, SolGold's largest shareholder. Following the receipt of these proposals, the SolGold Board has engaged with its other large shareholders, including BHP Billiton Holdings Limited and Newcrest International Pty Ltd, who indicated they would support the Acquisition on the terms set out in this announcement.
· The SolGold Board are confident in the Company's strategy but also acknowledge the intention of its largest shareholders to accept the proposal offered by JCC, which provides certainty today compared to exposure to potential future shocks that could affect advancement of the Project or the overall macro environment for financing the Project.
· In light of this support from its shareholders, and following discussions with its advisers and other large shareholders in SolGold, the SolGold Board considered that all of SolGold's Shareholders should be given the opportunity to consider the Acquisition.
· The Board has carefully considered the terms of the Acquisition, and taking into account the certainty that the Acquisition provides SolGold shareholders when weighed against the inherent uncertainty in delivering potential future value on a standalone basis, the SolGold Board has concluded that the Acquisition is in the best interests of SolGold Shareholders and SolGold as a whole.
· Further details are set out in section 6 (Background to and reasons for the recommendation).
Shareholder support
· JCHK is pleased to have received irrevocable undertakings from BHP Billiton Holdings Limited, Newcrest International Pty Ltd and Maxit Capital LP (and its affiliates) to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their beneficial interests in SolGold Shares amounting, in aggregate, to 773,642,395 SolGold Shares, representing approximately 25.7% of the entire issued share capital of SolGold on the Latest Practicable Date.
· Taken together with the irrevocable undertakings given by the SolGold Directors, JCHK has therefore received irrevocable undertakings in respect of a total of 857,239,518 SolGold Shares representing, in aggregate, approximately 28.5% per cent. of the issued share capital of SolGold on the Latest Practicable Date.
· Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.
Information on JCC and JCHK
JCC
· JCC, headquartered in China and with its shares listed on both the Shanghai Stock Exchange ("SSE") and the Hong Kong Stock Exchange ("HKEX"), is one of the largest global producers and suppliers of copper products. JCC is engaged in copper and gold mining, milling, smelting and refining, and the production and sale of copper cathodes and other non-ferrous metals and chemical products. JCC has extensive experience in developing and operating complex mining and smelting projects.
· In 2024, JCC recorded USD 72.6 billion in annual revenue and maintains a significant global footprint across Asia, Africa, and the Americas.
· JCC, through its subsidiaries Gemstone 102 Ltd and JCHK, has been a shareholder in SolGold since November 2020.
JCHK
· JCHK, established in 2016, is a wholly owned subsidiary of JCC. JCHK serves as JCC's international investment vehicle and is focused on the investments in nonferrous and precious metal sectors.
· JCHK has been a shareholder in SolGold since December 2022. Following the share acquisition from SolGold Canada Inc. in March 2025, JCHK currently holds, directly and indirectly, c. 12.2% of SolGold's issued share capital. see & read more on
https://polaris.brighterir.com/public/solgold/news/rns/story/x4060pw |
