Final Exchange Offer and Mandatory Buyback of blocked shares

THIS ANNOUNCEMENT IS A SUMMARY OF PROPOSED CORPORATE ACTIONS 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.

Solidcore Resources plc

Final Exchange Offer and Mandatory Buyback of blocked shares

Solidcore Resources plc (“Solidcore” or the “Company”) announces its intention to proceed with a course of actions to resolve the issue with the blocked shares. Subject to approvals by the General Meeting, which will be held on 29 July 2025, the Company will conduct the Final Exchange Offer for Eligible Shares and establish a framework which will further allow the Company to implement the Mandatory Buyback of all shares which continue to be held in Euroclear.

“We are fully focused on restoring shareholder value and achieving full transparency in our shareholder base. Currently, approximately 8.5% of our shares are blocked as a consequence of international sanctions on various Russian legal entities and ineligibility in Euroclear. The liquidity of the blocked shares is effectively non-existent and their holders are fully barred from exercising voting rights or receiving dividends. Moreover, the lack of transparency associated with these blocked shares poses significant compliance risks. The continued existence of the blocked shares represents a major structural barrier to the effective execution of corporate actions and implementation of Solidcore’s strategy.

To fully resolve these issues, we propose to move forward with the final exchange offer followed by the mandatory buyback of the remaining blocked shares. If successful, these actions will enable us to restore shareholder rights for the entire shareholder base, provide full visibility and ensure compliance in respect of shareholder ownership”, – said Vitaly Nesis, CEO of Solidcore Resources plc.

If all of the Resolutions proposed at the General Meeting are passed, the process shall comprise:

1. Final Exchange Offer:

Eligible Shareholders holding their shares through the National Settlement Depository (NSD) or indirectly under Euroclear through other Russian depositories will be given the opportunity to exchange their shares for AIX-issued shares on a one-for-one basis under the Final Exchange Offer. This process will be consistent with the previous exchange offer undertaken by the Company. The Final Exchange Offer will open immediately after the approval at the General Meeting. Eligible Shareholders should complete transfers of their shares to the Company’s account by 31 October 2025. Eligible Shareholders should be aware of any reduced deadlines imposed by the Nominated Brokers brokers in order to participate in the Final Exchange Offer.

Eligible Shareholders are encouraged to tender their shares into the Final Exchange Offer. If they do not do so, they will be subject to the Mandatory Buyback, if and when implemented.

Other persons holding their shares in Euroclear through non-sanctioned broker(s) or depositories outside of Russia (referred to in the Circular as, “Out-of-Russia Non-Sanctioned Shares”), and who have not yet transferred them to AIX are urged to do so via an AIX-eligible broker, AIX Registrar or Tabys app no later than 31 October 2025. If they do not do so, they will be subject to the Mandatory Buyback, if and when implemented.

Further guidance for exchanging and transfers is provided on the Company’s website https://www.solidcore-resources.com/en/corporate-action/.

2. Mandatory Buyback:

With respect to those shares which are not successfully tendered into the Final Exchange Offer, and which continue to be held through Euroclear (referred to in the Circular as, “Targeted Shares”), the Company shall be empowered to mandatorily buyback such shares at US$ 2.57 per share (the “Mandatory Buyback”) subject implementation of the procedure described further in the Mandatory Buyback section of this announcement. The Buyback Price has been set by reference to a price on MOEX at which the shares have traded prior to de-listing from MOEX, as further described below.

The Company does not intend to implement the Mandatory Buyback prior to completion of the Final Exchange Offer.

The Final Exchange Offer and the Mandatory Buyback together provide a path for affected shareholders to either remain invested in the Company or to exit at the stated price.

Important Notice to Shareholders:

If the Resolutions are passed at the General Meeting and shareholders holding their shares through Euroclear do not exchange their shares under the Final Exchange Offer prior to its expiry, or do not transfer their shares to AIX by the relevant deadline, they may be subject to the Mandatory Buyback, if and when the Board implements this process.

Payment for such shares will be made immediately to a trust account(s) for the benefit of Euroclear. The funds will be held in such trust until Euroclear claims such proceeds. Under the terms of the trust, no such claim for the benefit of shareholders under sanctioned depositories can be made until relevant sanctions against them cease to apply (whether permanently through cancellation of the relevant measures or temporarily on the basis of a license granted by the relevant sanctions authority). Accordingly, the Company cannot provide any indication of when affected shareholders may receive such funds.

Any person holding shares who is impacted by a potential Mandatory Buyback from Euroclear should address their enquiries to the broker or custodian through which they hold those shares.

BACKGROUND

On 7 August 2023, the Company completed its re-domiciliation from Jersey to the AIFC, as a result of which the shares in the Company ceased to be compatible with electronic settlement within CREST and Euroclear ceased to be a relevant central securities depositary for the purposes of the Company. At substantially the same time, Euroclear notified its participants that the Company's shares were ineligible for settlement and must be withdrawn in accordance with the operating procedures of Euroclear and, if not withdrawn within three months, Euroclear may proceed with a forced sale. Although, so far, this forced sale has not been implemented, the shares remain ineligible for settlement within the Euroclear system, with Euroclear continuing to provide no services in respect of these shares.

As a result of Euroclear's position as a whole and, in particular, the termination of operations between Euroclear and NSD due to sanctions against the latter, the Company is unable to conduct any type of screening or compliance processes with respect to participants holding through Euroclear. In addition to basic questions around transparency, this has implications for corporate actions and sanctions. The lack of transparency in the shareholder register also impedes the Company’s ability to effectively manage its corporate governance responsibilities, risks misalignment with AIFC standards on transparency and accountability, and could potentially disqualify the Company from certain strategic partnerships, funding sources, or regulatory approvals. An inability to undertake shareholder screening and limitations for corporate actions is an untenable position for the Company to maintain in the long term.

Furthermore, due to the sanctions imposed on NSD and other Russian depositories, whose holdings represent the substantial majority of the Euroclear’s position, and the overall ineligibility of the shares in the Euroclear system, holders of shares in Euroclear are currently deprived of their shareholder rights, including the right to vote and to receive dividends.

Following the de-listing of the Company’s shares from both MOEX and the London Stock Exchange, shares held through Euroclear have no effective access to a regulated trading platform, resulting in severely constrained liquidity.

The Company has aimed to resolve this unsatisfactory overhang through multiple exchange offers (by which it exchanged shares ultimately held through Euroclear for newly issued shares held through the AIX infrastructure). As a result, a total of 87,054,919 shares, representing approximately 18% of the Company’s issued share capital (excluding treasury shares), were repurchased, and an equivalent number of new AIX-listed shares were issued in exchange. This represented more than 70% of the Euroclear-held blocked position at that time.

Based on the information available to the Company Euroclear holds 127,138,435 shares as of the latest practicable date, including:

As a result, approximately 8.5% of the Company’s issued share capital (excluding treasury shares) is subject to the following limitations:

• Dividends and corporate actions cannot be processed for underlying shareholders.
• The Company is unable to perform standard shareholder screening and compliance checks, creating significant transparency and governance challenges.
• These shares have no effective access to trading on regulated platforms, resulting in severely constrained liquidity.

The Company is now proposing to pursue a course of actions, including the Final Exchange Offer followed by the Mandatory Buyback which would fully eliminate these blocked shares held by Euroclear. This is with a view to regularising the remainder of the Company's share register and targeting transparency of its shareholder base, the restoration of shareholder rights and the restoration of shareholder value for all shareholders.

FINAL EXCHANGE OFFER AND SHARE TRANSFERS

Subject to the passing of all relevant Resolutions at the General Meeting of the Company, the Final Exchange Offer invites Eligible Shareholders to tender their Eligible Shares for exchange in consideration for new shares issued on AIX on a one-for-one basis.

Eligible Shareholders who successfully participate in the Final Exchange Offer will regain the enjoyment of their rights in the Company, including the ability to receive dividends, and access to trading.

Due to restrictions imposed by securities laws, sanctions and counter-sanctions applicable to the Company’s shares, the Board is only able to extend this offer to Eligible Shareholders, defined as shareholders who are:

• not associated with an Unfriendly Jurisdiction as may be defined under the laws of Russia, and/or;
• not subject to Sanctions as confirmed by the results of the Sanctions Clearance as defined in the Circular.

This Final Exchange Offer is not extended to shareholders holding Out-of-Russia Non-Sanctioned Shares. Such shares remain capable of being transferred to AIX where they can enjoy their rights in the Company, including the ability to receive dividends, and access to trading. Owners of such shares are strongly encouraged to transfer their shares to AIX via an AIX-eligible broker, AIX Registrar or Tabys app no later than 31 October 2025.

The Final Exchange Offer is not mandatory, therefore Eligible Shareholders do not have to exchange any Eligible Shares if they do not wish to. Shareholders holding Out-of-Russia Non-Sanctioned Shares do not have to transfer to the AIX if they do not wish to. However, holders of shares through Euroclear should be mindful that if not exchanged, or transferred, their shares may be subject to a Mandatory Buyback by the Company subject to the passing of all relevant General Meeting resolutions and the implementation of this process by the Board (see the next section).

The expected timetable for the General Meeting and Final Exchange Offer is as outlined below[1]:        

Further details of the Final Exchange Offer can be found in the Circular. Instructions on how to exchange, transfer and contacts of the Nominated Broker are contained in the FAQ document. All materials are available at the link https://www.solidcore-resources.com/en/corporate-action/.

MANDATORY BUYBACK

Following the completion of the Final Exchange Offer, and subject to the passing of all Resolutions at the General Meeting, the Board currently intends to proceed with a shareholder disclosure process targeting the identification of persons interested in shares held through Euroclear (“Targeted Shares”). If Euroclear does not fully respond to the disclosure process, this may result in the Mandatory Buyback of such shares at US$ 2.57 per share (“Buyback Price”).

Buyback Price

The Buyback Price is the volume-weighted average daily closing price of a share during the last three months of trading of the shares on MOEX converted from RUB into USD using a daily indicative MOEX USD/RUB rate for the relevant period. The Board has taken into account the following factors when determining the Buyback Price:

• Relevance of MOEX trading price: the substantial majority of Targeted Shares are held on behalf of the NSD and their most recent, published on-market trades were on MOEX.
• Previous opportunities to transfer: following re-domiciliation of the Company in 2023, holders of Targeted Shares have had, and still have, including through the Final Exchange Offer with respect to Eligible Shares, the opportunity to transfer their shareholding into the AIX infrastructure.
• Loss of market access and severely constrained liquidity: following the de-listing of the Company’s shares from both the Moscow Exchange and the London Stock Exchange, Targeted Shares have no effective access to a regulated trading platform and, as a result, the liquidity and marketability of Targeted Shares have been significantly impaired.
• Legal and operational limitations: Targeted Shares are subject to significant constraints, including the effective suspension of voting and economic rights due to international sanctions and regulatory restrictions affecting Russian depositaries and intermediary systems; and

• Sanctions-related uncertainty: The ongoing international sanctions regime creates substantial uncertainty around the legal and financial treatment of the Targeted Shares. The Company cannot guarantee when, or if, regulatory relief will be granted to restore free transferability.

Buyback cost

Should no shares be exchanged under the Final Exchange Offer or transferred to AIX, the Company shall be empowered to repurchase a maximum of 40,083,516 shares (or approximately 8.5% of issued share capital (excluding treasury shares)) and 87,054,919 Existing Treasury Shares for a maximum total consideration of US$ 103 million. No Buyback Price is accrued or payable in respect of treasury shares. Therefore, the maximum amount of treasury shares the Company may hold through a combination of the Final Exchange Offer and/or the Mandator Buyback is 127,138,435 shares. Any further corporate actions involving these repurchased shares will only be possible once the repurchased shares are formally transferred to the Company’s account.

Procedure

The contemplated procedure set out in the Amended Articles is applicable to any circumstance where the Board considers that a shareholder of record fails to deliver details with respect to persons interested in such shares in response to a disclosure request from the Company. The process is as follows:

1. The Company may request, by issuing a Disclosure Notice, particulars of interests in shares or the identity of any person interested in shares from persons registered with the Registrar, including Euroclear.
2. Should such person fail to provide the information required in the Disclosure Notice within the period of 14 days as proposed in the Amended Articles, the Board will be entitled to approve a Restriction Notice and should this approval be adopted, the Company will send to such person a Restriction Notice stating that it has failed to comply with its obligations under the Amended Articles and that the related Restricted Shares shall be sold to the Company on the date falling 14 days after the service of the Restriction Notice (“Restricted Shares Disposal Date”).
3. Insofar as a Restriction Notice is addressed to Euroclear with respect to shares it holds (Targeted Shares), the terms and conditions, as set out in the form of the Restricted Shares Buyback Agreement, are as follows:
   1. the price per share shall be US$ 2.57;
   2. upon completion of the Restricted Shares Disposal Date:
      1. the Company will pay the aggregate purchase price of the the Targeted Shares (excluding those held as treasury) by transferring the money into a trust account or accounts managed by a professional trustee for the benefit of Euroclear; and
      2. the shares held by Euroclear will be blocked by the Company’s registrar and marked as treasury shares of the Company.
   3. Euroclear will be entitled to apply to the trustee for receipt of the purchase price provided that and only when:
      1. any Sanctions that apply to the Restricted Shares cease to so apply (whether permanently through cancellation of the relevant measures or temporarily on the basis of a license granted by the relevant sanctions authority), and Euroclear provides evidence of this satisfactory to the trustee;
      2. Euroclear confirms it has undertaken to the Company to reconcile its records to reflect the transfer of the Restricted Shares to the Company and provides satisfactory evidence of this to the trustee; and
      3. Euroclear submits any additional information or documentation the trustee deems necessary to process the payment.

If the above actions are completed in relation to Euroclear, all holders of shares holding through Euroclear should consult with their broker, custodian or depositary through which such interests are held in order to claim such monies from Euroclear as and when released to Euroclear.

GENERAL MEETING

The General Meeting to approve Resolutions which will allow to implement the Final Exchange Offer and Mandatory Buyback will be held at 11:00 a.m. (Astana Time, GMT+5) on 29 July 2025 at Yesil Room, Sheraton Astana Hotel, 60/1 Syganak Street, Z05T6B0, Astana, Kazakhstan.

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
  • a copy of the Exchange Offer Buy Back Agreement;
  • a copy of the Amended Articles; and
  • a copy of the Restricted Share Buy Back Agreement.
• 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] The above times and/or dates may be subject to change by the Company and in the event of any such change, the revised times and/or dates will be notified to Shareholders by an announcement through the Company website or as otherwise may be required under the AIFC Laws and the AIX Business Rules.

Each Nominated Broker may, at its discretion and in accordance with its internal procedures, determine an earlier date for the tendering of Eligible Shares under the Exchange Offer, as well as other dates for specific steps within this timeframe. You are advised to check directly with your Nominated Broker.