Proposed Capital Return Of Up To US$ 1,200 Million To Shareholders By Way Of On-Market Tender Offer
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EQS Newswire / 08/09/2026 / 15:53 MSK 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
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:
Copies of all the above documents are also available on the Company's website at . 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.
08/09/2026 Dissemination of a Financial Press Release, transmitted by EQS News. |
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