4 December 2025
Solidcore Resources plc (“Solidcore” or the “Company”) announces the issuance of a Restriction Notice to Euroclear on 4 December 2025. The mandatory buyback of the entire Euroclear position will take effect on 19 December 2025.
On 18 November 2025, the Company issued a Disclosure Notice to Euroclear. The requested information has not been provided within the specified timeframe. Pursuant to the discretion granted to the Board of Directors of the Company under Article 20 of the Articles of Association of the Company and within the framework of the special resolution of the General meeting of shareholders of the Company No. 3 dated 29 July 2025, the Company has issued today a Restriction Notice to Euroclear with respect to all shares for which Euroclear is a holder of record, i.e. 123,408,853 shares (“Restricted Shares”) including 92,864,667 shares held in the name of the Company (“Treasury Shares”).
The Restriction Notice will take effect on 19 December 2025. On that date, the Company will repurchase the Restricted Shares from Euroclear pursuant to the terms of the Restricted Share Buyback Agreement, as further described in the Circular published on 14 July 2025. The key terms are as follows:
- The price per share shall be US$ 2.57 (“Purchase Price”).
- No Purchase Price will be accrued or payable in respect of the Treasury Shares. Thus, the total buyback consideration shall be paid in respect of 30,544,186 shares and shall amount to US$ 78,498,558 (“Total Purchase Price”) which will be settled in United Arab Emirates Dirham (AED) — (“Payment Currency”).
- The Company will pay the Total Purchase Price in the Payment Currency by transferring the funds into a trust account managed by a professional trustee for the benefit of Euroclear.
- The shares held by Euroclear will be blocked by the Company’s registrar and marked as treasury shares of the Company.
- Euroclear will be entitled to apply to the trustee for payment of the Total Purchase Price (or any portion thereof) only when Euroclear:
- certifies to the trustee that any sanctions that apply to the Restricted Shares (or any portion thereof) cease to so apply (whether permanently through cancellation of the relevant measures or temporarily on the basis of a licence granted by the relevant sanctions authority), and Euroclear is entitled to distribute the Purchase Price to its direct participants in discharge of such participants’ book-entry interests in a >relevant amount of the Restricted Shares;
- undertakes to the Company to instruct the Company’s registrar to transfer the Restricted Shares (or any portion thereof) to the Company’s account in the share registry maintained by the registrar and to reconcile its records to reflect the transfer of a relevant amount of the Restricted Shares to the Company, and provides satisfactory evidence of this to the trustee; and
- submits any additional information or documentation the trustee deems necessary to process the payment.
All shareholders holding through Euroclear should consult with their broker, custodian or depositary through which such interests are held on how and when a relevant buyback consideration may be received from Euroclear.
The Company will further report on the completion of the mandatory buyback and transfer of the Total Purchase Price to a trustee as soon as these actions take effect.
Unless otherwise defined herein, defined terms have the same meaning as those attributed to them in the Circular: https://www.solidcore-resources.com/en/investors-and-media/shareholder-centre/general-meetings/.
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Kirill Kuznetsovir@solidcore-resources.com
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