REG-Termination of Offer Discussions with Consortium

Kenmare ResourcesAnnouncement

19/06/2025 07:00

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES" OR THE “RULES”) AND IS
NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

19 June 2025

Kenmare Resources plc
(“Kenmare” or “the Company” or “the Group”)

Termination of Offer Discussions with Consortium

Kenmare Resources plc (LSE:KMR, ISE:KMR), one of the leading global producers
of titanium minerals and zircon, which operates the Moma Titanium Minerals
Mine (the "Mine" or "Moma") in northern Mozambique, announces that it has
terminated offer discussions with Oryx Global Partners Limited and Michael
Carvill (together, the “Consortium”).

Statement from Andrew Webb, Chairman of Kenmare:

“Kenmare supported the Consortium in its due diligence process and gave the
possible offer extensive consideration, despite its early stage and
unsolicited nature. The Board will continue to review all opportunities to
create significant long-term value for all of our stakeholders, including our
shareholders.

We are highly confident in Kenmare’s prospects as an independent company and
its ability to deliver on its strategic and operational objectives. Moma is
one of the world’s largest titanium minerals deposits, with a multi-decade
mine life, a consistent low-cost profile, and substantial inherent value.
Kenmare remains on track to achieve its 2025 production guidance and has a
strong order book for H2 2025.

The Wet Concentrator Plant A upgrade project continues to progress to plan,
with commissioning on track to begin in Q3 2025, ahead of the plant’s
transition to the large Nataka ore zone. Mining in Nataka will secure
long-term production from Moma and will support the Company’s ability to
generate strong cash flow throughout the commodity price cycle.

Discussions with the Government of Mozambique are continuing regarding the
extension of the Implementation Agreement and our Managing Director, Tom
Hickey, was pleased to meet with the President of Mozambique last week to
discuss the Company’s history, significant investments and future plans in
the country.”

Background to possible offer

On 6 March 2025, the Board of Kenmare confirmed that it had received a
non-binding proposal from the Consortium regarding a possible all cash offer
for the entire issued and to be issued ordinary share capital of Kenmare. The
discussions with the Consortium were announced in response to media
speculation, after Kenmare had received unsolicited, preliminary and
conditional proposals from the Consortium. The most recent proposal received
from the Consortium prior to the announcement by the Company on 6 March 2025
had been made at a price of 530 pence per Kenmare ordinary share (the
“Initial Proposal”).

The Board of Kenmare, together with its advisers, considered the terms of the
Initial Proposal and unanimously rejected it on the basis that it undervalued
Kenmare’s business and its prospects. However, in order to facilitate the
Consortium improving the financial terms of the Initial Proposal, the Company
offered to provide the Consortium with access to limited due diligence
information.

Since 6 March 2025, Kenmare has continued discussions with the Consortium and
has provided additional due diligence information, which also supported the
Consortium’s ability to progress its discussions with potential financing
partners. In addition, the Company engaged with the Consortium on the terms
and conditions of its proposal and other related matters.

During Kenmare’s most recent engagement with the Consortium, it was made
clear by the Consortium that it would only be willing to proceed with an offer
at pricing substantially below the Initial Proposal (the “Revised
Pricing”). The Revised Pricing was subject, inter alia, to a request for an
additional period of due diligence to conclude financing and other
arrangements. The Board of Kenmare, together with its advisers, considered the
Revised Pricing and unanimously rejected it on the basis that it significantly
undervalued Kenmare’s business and its prospects.

Accordingly, the Board of Kenmare has unanimously determined that it is not in
the best interests of Kenmare shareholders to seek an extension to the
deadline set out in the Company's announcement dated 15 May 2025, as permitted
by Rule 2.6(c) of the Irish Takeover Rules, and, consequently, it has
terminated all discussions with the Consortium.

As stated in the Company’s announcement dated 15 May 2025, in accordance
with Rule 2.6(c) of the Irish Takeover Rules, the Consortium is required by no
later than 5.00 pm on 20 June 2025, to either announce a firm intention to
make an offer for Kenmare in accordance with Rule 2.7 of the Irish Takeover
Rules or announce that it does not intend to make an offer for Kenmare, in
which case the announcement would be treated as a statement to which Rule 2.8
of the Irish Takeover Rules applies.

This announcement is made without the prior agreement or approval of the
Consortium. There can be no certainty that a firm offer will be made, or as to
the terms of any such offer, should one be made.

Enquiries

 Kenmare Resources plc Katharine Sutton Investor Relations                               +353 1 671 0411       
 Rothschild & Co (Lead Financial Adviser) Ravi Gupta James Webb                          +44 (0) 20 7280 5000  
 Davy (Financial Adviser and Corporate Broker) Ivan Murphy Daragh O’Reilly               +353 1 679 6363       
 Peel Hunt LLP (Financial Adviser and Corporate Broker) Ross Allister Michael Nicholson  +44 (0) 207 418 8900  
                                                                                                               

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant securities'
of Kenmare must disclose all 'dealings' in such 'relevant securities' during
the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by
a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(Irish/UK time) on the business day following the date of the transaction. A
dealing disclosure must contain the details specified in Rule 8.6(b) of the
Irish Takeover Rules, including details of the dealing concerned and of the
person's interests and short positions in any 'relevant securities' of
Kenmare.

All 'dealings' in 'relevant securities' of Kenmare by the Consortium, or by
any party acting in concert with the Consortium, must also be disclosed by no
later than 12 noon (Irish/UK time) on the 'business' day following the date of
the relevant transaction. If two or more persons co-operate on the basis of an
agreement, either express or tacit, either oral or written, to acquire for one
or more of them an interest in relevant securities, they will be deemed to be
a single person for these purposes.

Disclosure tables, giving details of the companies in whose 'relevant
securities' 'opening positions' and 'dealings' should be disclosed, can be
found on the Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests' in securities arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's website. If you
are in any doubt as to whether or not you are required to disclose a dealing
or an opening position under Rule 8, please consult the Irish Takeover Panel's
website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.

Responsibility Statement

The Directors of Kenmare accept responsibility for the information contained
in this announcement. To the best of their knowledge and belief (having taken
all reasonable care to ensure such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 and for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. The person
responsible for arranging for the release of this information on behalf of
Kenmare is Chelita Healy.

Document Availability

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available on the Company's website at
www.kenmareresources.com/investors by no later than 12.00 (noon) (Irish/UK
time) on the business day following publication of this announcement. The
content of the website referred to in this announcement is not incorporated
into, and does not form part of, this announcement.

Other notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Kenmare and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Kenmare for providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this announcement.

J&E Davy (“Davy”), which is regulated in Ireland by the Central Bank of
Ireland, is acting exclusively for Kenmare and no one else in relation to the
matters described in this announcement. In connection with such matters, Davy,
its affiliates and their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be responsible
to anyone other than Kenmare for providing the protections afforded to their
clients or for providing advice in connection with the matters described in
this Document or any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Kenmare and
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Kenmare for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise