Shareholder approval of Final Exchange Offer and Mandatory Buyback of blocked shares


30 July 2025

SHAREHOLDERS ARE URGED TO READ THE SHAREHOLDER CIRCULAR PUBLISHED ON 14 JULY 2025 (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.

Further to the disclosure made on 14 July 2025, Solidcore Resources plc (“Solidcore” or the “Company”) announces that at the General Meeting of the Company (“GM”) held yesterday, all Resolutions were duly passed with the results as stated further in the announcement. With this, the Company is now launching the Final Exchange Offer, to be followed, subject to the approval of the Board of Directors (the “Board”), by a procedure which will allow the Company to implement the Mandatory Buyback of all shares which continue to be held in Euroclear.

  • Eligible Shareholders holding their shares through the National Settlement Depository (NSD) or indirectly under Euroclear through other Russian depositories are encouraged to exchange their shares for AIX-issued shares on a one-for-one basis. Eligible Shareholders should complete transfers of their shares to the Company Securities Account by 31 October 2025 inclusively, while taking into consideration any reduced deadlines imposed by the Nominated Brokers. Contact details of the Nominated Brokers are available on the Company’s website, within the FAQ document (in Russian only) at the link: https://www.solidcore-resources.com/ru/corporate-action/.
  • 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 trading member or AIX Registrar no later than 31 October 2025 inclusively.

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 will be empowered to mandatorily buyback such shares at US$ 2.57 per share (the “Mandatory Buyback”) as further described in the Circular.

The Company does not intend to implement the Mandatory Buyback prior to completion of the Final Exchange Offer. Implementation of the Mandatory Buyback is in the Board’s absolute discretion.

Further details of the Final Exchange Offer and the Mandatory Buyback can be found in the Circular and press release published on 14 July 2025. The documents are available at the link: https://www.solidcore-resources.com/en/corporate-action/.

Timetable[1]

Announcement of results of General Meeting / Final Exchange Offer opens

30 July 2025

Last date for Exchange Shares to be transferred from the Nominated Broker to the Company Securities Account

Last date for completion of Out-of-Russia Non-Sanctioned Shares transfers to AIX

31 October 2025

Settlement Date of the last Tranche of Exchange Shares / Final Exchange Offer closes

on or before 28 November 2025

Earliest date when the Company can start a procedure which may result in the Mandatory Buyback

on or after 3 November 2025

[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’s 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.

GM voting results

Resolution*

Vote type

Voted

Voted %

% of Issued Share Capital**

01. Off-market purchase of Shares under the Final Exchange Offer

For

276,892,540

91.83

58.45

Against

24,621,618

8.17

5.20

Votes Withheld***

40,935

-

-

02. Articles of Association

For

276,926,791

91.85

58.46

Against

24,579,934

8.15

5.19

Votes Withheld***

44,668

-

-

03. Restricted Share Disposal

For

276,905,812

91.84

58.46

Against

24,617,504

8.16

5.20

Votes Withheld***

28,582

-

-

04. Treasury shares in connection with the Final Exchange Offer

For

276,893,898

91.84

58.45

Against

24,615,418

8.16

5.20

Votes Withheld***

42,582

-

-

05. Treasury shares in connection with the Restricted Share Disposal

For

276,892,818

91.84

58.45

Against

24,615,418

8.16

5.20

Votes Withheld***

43,662

-

-

* Resolutions numbered 1 to 3 (inclusive) are special resolutions and resolutions numbered 4 and 5 are ordinary resolutions.
** The Company holds 87,054,919 Ordinary Shares in treasury, which do not enjoy any voting or economic rights. Therefore, the total number of voting rights in the Company is 473,690,320.
*** A “vote withheld” is not a ‘vote’ and is not counted in the calculation of the votes ‘For’ and ‘Against’ the resolution.

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