REG - Kore Potash PLC - Commencement of Formal Sale Process

Kore PotashAnnouncement

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RNS Number : 0883G  Kore Potash PLC  04 November 2025

4 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY 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 CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE
PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

Kore Potash Plc

("Kore" or the "Company")

Commencement of Formal Sale Process and Update on Financing

Kore Potash Plc (AIM: KP2, ASX: KP2, JSE: KP2, A2X: KP2) provides the
following update on its financing (including current requirements and funding
options being explored) and the launch of a Formal Sale Process.

As highlighted in the announcement by the Company on 10 June 2025 regarding
the non-binding term sheet entered related to the project financing for the
Kola Project, a high priority for Kore is the need to find a suitable contract
operator solution and a strategic partner with appropriate potash mining and
processing experience. Given this need, Kore commenced discussion with some
potash industry players.

Formal Sale Process

The search for a suitable contract operator and strategic partner has led to
certain of these potash industry players exploring the opportunity to acquire
an equity stake in Kore. Consequently, the Company has undertaken a review of
all available options, including a possible sale of the Company, and has
commenced a formal sale process (as referred to in Note 2 on Rule 2.6 of the
Code) (the "Formal Sale Process"). The Formal Sale Process will enable the
Board and its advisers to engage more widely with potentially interested
parties, with a view to optimising the outcome for Kore's shareholders, and to
do so within an orderly framework. It remains possible that, following the
Formal Sale Process, the Board may conclude that Kore and its stakeholders
would be best served by alternative strategic options available to the
Company, including by Kore continuing to trade on AIM, the ASX and JSE as an
independent entity.

Kore confirms that it has received approaches from two parties, each of which
is in the early stages of evaluating the possible acquisition of the entire
issued, and to be issued, share capital of the Company.

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party
participating in the Formal Sale Process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Code for so long as it is
participating in the Formal Sale Process. Each of the interested parties
referred to above has confirmed that it will participate in the Formal Sale
Process.

Whilst non-binding indicative expressions of interest have been received from
each of the parties referred to above, these are at a preliminary stage.

The Board has appointed SP Angel Corporate Finance LLP ("SP Angel") as Sole
Financial Adviser and Rule 3 Adviser with respect to the Formal Sale Process
and any offer for the Company that may be forthcoming.

Parties interested in submitting any expression of interest or other proposal
relating to any strategic option for the Company, should contact SP Angel via
the contact details given below.

It is currently expected that any party interested in submitting any form of
proposal for consideration within the Formal Sale Process will, at the
appropriate time, be required to enter into a non-disclosure agreement and
standstill arrangement with the Company on terms satisfactory to the Board and
on the same terms, in all material respects, as other interested parties
before being permitted to participate in the process. The Company then intends
to provide such interested parties with certain information on its business,
following which any interested parties will be invited to submit their
proposals to SP Angel. The Company will update the market in due course
regarding the timetable for the Formal Sale Process.

The Board reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and in such cases will make an
announcement as appropriate. The Board also reserves the right to reject any
approach or terminate discussions with any interested party at any time
(without liability to any person).

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Code and there
can be no certainty that any offers will be made as a result of the Formal
Sale Process, that any sale, strategic investment or other transaction will be
concluded, nor as to the terms on which any offer, strategic investment or
other transaction may be made.

Following this announcement, the Company is now considered to be in an "Offer
period" as defined in the Code, and the dealing disclosure requirements set
out below will apply.

Further announcements will be made as appropriate.

Financing

As previously notified by the Company on 21 March 2025, the Company
anticipated requiring further funding by the end of October 2025 and will
require funding no later than November 2025.

In addition to the short-term funding requirement referred to above, as part
of a review of funding options currently being explored, the directors of Kore
are considering possible sources of funding, including equity and debt, to
fund the construction of the Project, should a possible sale of the Company
not occur. The Company will continue discussions with the proposed financiers,
as well as other potential new equity and debt providers, pending the
conclusion of the review and Formal Sale Process.

The person responsible for the release of the announcement is Andrey Maruta.

JSE Disclosure

Shareholders on the JSE are advised that the full impact of any potential
transaction, if concluded, may have a material effect on the price of the
Company's shares. Accordingly, shareholders on the JSE are advised to exercise
caution when dealing in the Company's shares until full disclosure regarding
any finalised, agreed and executed transaction is made.

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

 Kore Potash Plc                                     Tel: +44 (0) 20 3963 1776
 Andre Baya, CEO
 Andrey Maruta, CFO

 SP Angel - Rule 3 Adviser, Nomad and Joint Broker   Tel: +44 (0) 20 7470 0470

 Ewan Leggat

 Richard Morrison

 Charlie Bouverat

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

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

 Emily Moss

 Nick Elwes

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

 Doné Hattingh

 

 The Company's LEI is: 213800NWX7EHG4UVC107.

 

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 5 November 2025. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 3
November 2025, Kore confirms that it had in issue 4,856,249,499 ordinary
shares of USD0.001 each ("Ordinary Shares"), each Ordinary Share carrying one
vote. Accordingly, the total number of voting rights in the Company is
4,856,249,499, none of which are currently held in treasury. The International
Securities Identification Number ("ISIN") for the Company's Ordinary Shares on
AIM is GB00BYP2QJ94.

 

Market Abuse Regulation

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the Market
Abuse Regulation (EU) No. 596/2014 together with its supporting regulations,
which are part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented ('MAR'). Upon the publication of this
announcement via a Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

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