REG - Kore Potash PLC - Acquisition of Minority Interest in SPSA

Kore PotashAnnouncement

02/03/2026 07:00

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RNS Number : 8812U  Kore Potash PLC  02 March 2026

 

2 March 2026

Kore Potash Plc

("Kore Potash" or "Kore" or the "Company")

Purchase of a 0.46% interest in the share capital of Sintoukola Potash SA
("SPSA") and conditional right to acquire the remaining outstanding minority
shares in SPSA

 

Kore Potash (ASX: KP2, AIM: KP2, JSE: KP2), the potash development company
which indirectly owns 97% of the Kola Potash Project ("Kola" or the "Kola
Project") and Dougou Extension Potash Project (the DX Project") in the
Sintoukola Basin, located in the Republic of Congo ("RoC"), announces the
purchase of a 0.46% interest in the share capital of SPSA and of the
conditional right to acquire the remaining interest in the Kola Project not
owned by the Company.

 

Kore currently owns 97% of SPSA with the remaining 3% being held by
Etablissements MGM ("MGM"), a natural person registered in the RoC.

 

Under the terms of the agreement entered into on 1 March 2026 between Kore and
MGM (the "Agreement"):

 

·    Kore will purchase such number of shares that represent 0.46% of the
issued share capital of SPSA from MGM for US$1 million in cash, which will be
funded from Kore's existing cash resources (Stage 1).

 

·    Kore has also been granted the right to acquire MGM's remaining
outstanding minority 2.54% share interest in SPSA, (the "Remaining Shares").

 

This right is exercisable if an offer to acquire all of the issued and to be
issued share capital of the Company completes within 12 months of the date of
the Agreement. For this purpose 'completes' mean a takeover offer (within the
meaning of section 974 of the Companies Act 2006) becomes or is declared
unconditional (as such term is used in the City Code on Takeovers and Mergers
(the "Code")) or a scheme of arrangement (as such term is defined in the Code)
becomes effective.

 

The consideration payable for the acquisition of the Remaining Shares by the
Company will be the issue of such number of Kore shares to MGM that will
result in MGM holding, following such issue, 2.54% of Kore Potash Plc on a
fully diluted basis (the "Consideration Shares") (Stage 2).

 

Upon completion of both Stage 1 and Stage 2, Kore would hold a 100% interest
in SPSA (subject to the Government of RoC's right to 10% interest referred to
below).

 

As previously announced there can be no certainty that any firm offer will be
made as a result of the formal sale process announced on 4 November 2025, nor
as to the terms on which any offer might be made.

 

The terms of the Agreement are aligned with the Company's strategy and would
ensure that, in the event Kore exercises its right to acquire the remaining
2.54% interest in SPSA, Kore is the sole owner of the Kola Project. However as
previously announced, under the existing Mining Convention, the RoC Government
is entitled to 10% ownership in the Kola Project and DX Project through the
acquisition of free carry interests of 10% in each of Kola Potash Mining SA
and Dougou Potash Mining SA, the respective owners of the Kola Project and DX
Project. The Company is still awaiting formal instructions from the RoC
authorities as to the RoC Government-owned entity that will hold the
Government's 10% free carry stake. A formal reminder has been sent to that
effect.

 

The Company notes that any issue of Consideration Shares contemplated under
Stage 2 would be made using the Company's existing share placement capacity as
calculated at the time under ASX listing rule 7.1. In the event that the
Company does not have sufficient placement capacity at that time, the issue
will be subject to shareholder approval.

 

This announcement has been approved for release by the Board of Kore Potash.

 

Market Abuse Regulation

This announcement contains inside information 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 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

ENDS

 

For further information, please visit www.korepotash.com
(http://www.korepotash.com) or contact:

 

 Kore Potash                                          Tel: +44 (0) 20 3733 2169

 André Baya, CEO

 Andrey Maruta, CFO

 Tavistock Communications                             Tel: +44 (0) 20 7920 3150

 Nick Elwes

 Emily Moss

 SP Angel Corporate Finance - Nomad and Joint Broker  Tel: +44 (0) 20 7470 0470

 Ewan Leggat

 Richard Morrison

 Charlie Bouverat

 Shore Capital - Joint Broker Toby Gibbs              Tel: +44 (0) 20 7408 4050

 James Thomas

 Questco Corporate Advisory - JSE Sponsor             Tel: +27 (63) 482 3802

 Doné Hattingh

 

 

Further information

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

 

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting as
Nominated Adviser, Financial Adviser and Broker exclusively for Kore and no
one else in connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Kore for
providing the protections afforded to clients of SP Angel, nor for providing
advice in relation to any matter referred to herein.

 

Shore Capital Stockbrokers Limited ("Shore Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as Broker exclusively for Kore and no one else in connection with the matters
set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be
responsible to anyone other than Kore for providing the protections afforded
to clients of Shore Capital, nor for providing advice in relation to any
matter referred to herein.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, on the Company's website at www.korepotash.com by
no later than 12 noon (London time) on 2 March 2026. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

Tenement Details and Ownership

The Company is incorporated and registered in England and Wales and wholly
owns Kore Potash Limited of Australia. Kore Potash Limited has a 97%
shareholding in Sintoukola Potash SA ("SPSA") in the RoC. SPSA has 100%
ownership of Kola Potash Mining SA ("KPM"). KPM has 100% ownership of the Kola
Mining Lease on which the Kola Deposit is situated. The Kola Deposit is
located within the Kola Mining Lease. SPSA is also the 100% owner of the
Dougou Mining Lease. The Dougou Mining lease hosts the Dougou Deposit and the
DX Deposit.

 

 

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