Acquisition of Tokhtar gold property in Kazakhstan

Solidcore Resources plc (“Solidcore” or the “Company”) is pleased to announce that it has entered into a binding agreement to acquire 100% interest in the Tokhtar gold property (the “Project”) in northern Kazakhstan.

“Tokhtar is a bolt-on acquisition that unlocks substantial synergies given its close proximity to Varvara hub. The transaction structure offers a highly attractive base price while ensuring a balanced distribution of additional value from exploration between the parties”, said Vitaly Nesis, CEO of Solidcore Resources plc.

HIGHLIGHTS

• The Tokhtar property is located in the Kostanay region, North Kazakhstan, approximately 180 km southwest from the Company’s Varvara hub. The Project comprises Tokhtar and South-Tokthar deposits as well as the Barambay prospect area.
• According to the latest available estimates, JORC-compliant Mineral Resources for Tokhtar and South-Tokthar stood at 1.1 Moz of gold.
• Under the agreement, Solidcore will initially acquire a 51% interest in the Project for the total cash consideration of approximately US$ 25 million. An additional 23% will be acquired following the KazRC-compliant reserve estimate for the Tokhtar and the South Tokhtar areas at a price based on the estimate results, with the remaining 26% to be acquired following the KazRC-compliant reserve estimate for the Barambay area at a price based on the estimate results. In addition, the sellers will receive a deferred variable consideration linked to the future metal processing volumes. Completion of each stage of the transaction will be subject to obtaining the required regulatory approvals, with the acquisition of the initial 51% interest expected to be completed in Q3 2025.
• During the next 12 months, Solidcore will be preparing the project documentation to start exploration work and Ore Reserve estimation. The Company expects to complete the estimate for Tokhtar and South Tokhtar by the end of 2027 and for Barambay area by the end of 2028.
• The deposit can be developed as a combination of open-pit and underground mines. The ore will be processed at the Company’s Varvara flotation plant followed by concentrate treatment at Ertis POX.

STRATEGIC RATIONALE

The Project is in line with Solidcore’s stated strategy as it will provide:

• Substantial resource addition and extended mine life for the Varvara hub;
• Rapid, low-CAPEX development using conventional processing at the Varvara plant;
• Leveraging the Company’s processing expertise and providing additional feed source for Ertis POX.

ABOUT THE PROPERTY

The Tokhtar mining licence area covers 7.5 km2 and is located in the Kostanay region, 40 km away from the administrative centre, Jitiqara (population of approx. 35,000). The property is accessible by paved roads (Kamysty-Jitiqara highway) and via the railway to Varvara hub, 180 km away. Currently, the licence site has access to the electrical grid.

Initial greenfield exploration activities and assessment activities were conducted between 1972 and 1996, followed by the state approval of reserve estimates in 1991 for the Tokhtar deposit and 2010 for the South-Tokhtar deposit. Mining operations of the oxidised ore took place from 1991 to 1995 and from 2006 to 2008 at the Tokhtar deposit, and from 2017 to 2023 at the South-Tokhtar deposit.

A JORC-compliant Mineral Resource estimate for the Tokhtar deposit was completed in 2023 by SRK and comprised of 209 Koz of gold at a grade of 3.5 g/t. A JORC-compliant Mineral Resource estimate for the South Tokhtar deposit was completed in 2019 by SRK and comprised of 886 Koz of gold at a grade of 2.1 g/t. A JORC-compliant estimate for Barambay area was not conducted.

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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.

[1] Kazakhstan Public Reporting Code for Exploration Results, Mineral Resources and Mineral Reserves. The KAZRC Code is developed in accordance with the general criteria adopted by the global mining community using the International Reporting Template (2019 version) of the CRIRSCO.