Results of on-market tender offer

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

Results of on-market tender offer

Solidcore Resources plc (“Solidcore” or the “Company”) announces the successful completion of its Tender Offer achieving full subscription and resulting in a total payment of US$ 1,200 million to participating shareholders.

A total of 103,032,456 shares was validly tendered by Eligible Shareholders, exceeding the maximum of 102,915,952 shares available for repurchase under the terms of the Tender Offer. As a result, the shares validly tendered have been scaled back on a pro rata basis at the acceptance ratio of 0.999. Where fractions arose from scaling back, the number of shares accepted was rounded down to the nearest whole number according to the Circular. Therefore, the Company will purchase 102,915,905 shares representing approximately 23.2% of the Company’s issued share capital, at a price of US$ 11.66 per shares and for a total consideration of US$1,200 million.

Payments to Eligible Shareholders in respect of the shares accepted under the Tender Offer will be made shortly after this announcement.

Following settlement of the Tender Offer, the Company will hold 226,324,758 shares in treasury, and the total number of shares with voting rights in the Company will be 340,230,229. The latter number may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest (or a change therein) in Solidcore under Rule MDR 3.3 of the AIX Market Disclosure Rules.

The repurchased shares will be held in treasury and will not be presently cancelled. While held in treasury, these shares carry no voting rights and no entitlement to dividends or other distributions. Percentage voting rights and per-share economic interests are calculated using the number of shares in issue excluding treasury shares. The Board considers that retaining the shares in treasury preserves flexibility over their future use where this would be in the interests of the Company, including as consideration in M&A transactions or to support liquidity in its shares, subject to applicable AIFC regulations and the Company’s Articles of Association.

Following settlement of the Tender Offer, Maaden International Investment SPC will hold 41.3% of the Company’s issued share capital (excluding treasury shares).

“We are pleased with the strong participation in the Tender Offer which successfully delivered a substantial one-off return of capital to our shareholders. The Company maintains its solid financial position, underpinning continued disciplined investments in growth, which remains a key priority of the Company’s capital allocation policy,” – said Evgueni Konovalenko, Senior Independent Non-Executive Director, for and on behalf of the Board.

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.

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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.