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Scheme of Arrangement

SolGold plc announced the publication of its Scheme Document regarding the recommended cash acquisition by Jiangxi Copper (Hong Kong) Investment Company Limited, to be implemented via a scheme of arrangement. The Scheme Document details the terms, conditions, and timetable for the acquisition, which requires approval from Scheme Shareholders at a Court Meeting and SolGold Shareholders at a General Meeting, both scheduled for February 23, 2026. The SolGold Board unanimously recommends that shareholders vote in favour of the Scheme, which is expected to become Effective in Q1 2026, leading to the cancellation of SolGold Shares' listing on the London Stock Exchange. Disclaimer*

articleSolGold PLCJanuary 21, 20264/company/solgold-plc/news/scheme-of-arrangement
Scheme of Arrangement

About this update from SolGold PLC

[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION\nFOR IMMEDIATE RELEASE\n21 January 2026\nRECOMMENDED CASH ACQUISITION\nof\nSolGold plc (\"SolGold\")\nby\nJiangxi Copper (Hong Kong) Investment Company Limited (\"JCHK\")\n \nto be implemented by means of a scheme of arrangement\nunder Part 26 of the Companies Act 2006\n \nPUBLICATION OF SCHEME DOCUMENT\nOn 24 December 2025, the boards of directors of SolGold and JCHK, for and on behalf of Jiangxi Copper Company Limited (\"JCC\"), announced that they had reached agreement on the terms of a recommended cash offer to be made by JCHK to acquire the entire issued and to be issued share capital of SolGold (the \"Acquisition\"). It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the \"Scheme\").\n \nCapitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.\n \nPublication of the Scheme Document\n \nSolGold announces that a circular in relation to the Scheme (the \"Scheme Document\") setting out, among other things, a letter from the Chair of SolGold, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Scheme Shareholders and SolGold Shareholders (as applicable), has been published today on SolGold's website at https://solgold.com/investors/possible-offer-content/ and on JCC's website at https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html.\n \nHard copies of the Scheme Document (or, depending on SolGold Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to SolGold Shareholders today, subject to certain restrictions relating to persons reside...

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