Solidcore Resources plc (“Solidcore” or the “Company”) announces that the mandatory buyback of shares held under Euroclear has been completed.
“I am pleased to confirm the successful completion of the mandatory buyback of the remaining blocked shares. This important milestone strengthens our corporate governance, enhances transparency, and supports further strategic developments focused on shareholder value recovery”, said Vitaly Nesis, CEO of Solidcore Resources plc.
Following the issuance of the Restriction Notice on 4 December 2025, the Company has completed the repurchase of 123,408,853 shares (the “Restricted Shares”) under the Restricted Share Buyback Agreement with Euroclear, and paid the total buyback consideration of AED 288,337,115.84 (“Total Purchase Price”) to a bank account managed by a professional trustee for the benefit of Euroclear. Accordingly, the Restricted Shares qualify as treasury shares and are blocked by the Company’s registrar.The Total Purchase Price was calculated based on 30,544,186 non-treasury shares held through Euroclear and a price per share of US$ 2.57 (“Purchase Price”) converted into AED at an exchange rate of 3.6725[1] AED per one USD. No consideration was paid in respect of those Restricted Shares which are already held on behalf of the Company through Euroclear (i.e., 92,864,667 shares).
Pursuant to the Restricted Share Buyback Agreement and the process approved by shareholders at the general meeting on 29 July 2025, Euroclear is entitled to apply to the trustee for a payment of the Total Purchase Price (or any portion thereof) provided only when Euroclear:
- certifies to the trustee that the payment to Euroclear of the Total Purchase Price (or a respective portion thereof) in consideration for the transfer of the legal title to the Restricted Shares (or a respective portion thereof) and the reconciliation of Euroclear's books and records to reflect such transfer, is lawful under any sanctions which are applicable to Euroclear;
- undertakes 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;
- undertakes to distribute the Total Purchase Price (or a respective portion thereof) to Euroclear's direct participants in discharge of such participants’ book-entry interests in the Restricted Shares; and
- submits any additional information or documentation the trustee deems necessary to process the payment.
Any person with an entitlement to Restricted Shares repurchased from Euroclear should consult with their broker, custodian or depositary through which such entitlement derives in order to claim its interest in any relevant funds from Euroclear.
Following the mandatory buyback, the Company holds 123,408,853 shares in treasury, and the total number of shares with voting rights in the Company is 443,146,134. 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 the Rule MDR 3.3 of the AIX Market Disclosure Rules.
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/.
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
Investor RelationsMediaKirill KuznetsovAlina Assanova+7 7172 47 66 55 (Kazakhstan)[email protected] Uderbay+7 7172 47 66 55 (Kazakhstan)[email protected]
DISCLAIMER
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.
Astana International Exchange Ltd and its affiliates assume no responsibility for the contents of this announcement, the decision of the Company to proceed with the mandatory buyback, or the terms, mechanics, or consequences of such buyback. Neither AIX nor its affiliates has reviewed or approved the substance of the transaction described herein, expresses any view on its merits, or accepts any liability for any loss or damage arising from, or in connection with, this announcement, the mandatory buyback, or any related corporate actions. The Company remains solely responsible for the accuracy, completeness and fairness of the information contained in this announcement and for ensuring compliance with all applicable laws, regulations, and corporate governance requirements.
[1] According to the rate published by the Central Bank of the UAE as of 18 December 2025.
