REG - Kore Potash PLC - Financial Results for Year Ended 31 December 2025
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RNS Number : 9653X Kore Potash PLC 25 March 2026
25 March 2026
Kore Potash Plc
("Kore Potash" or the "Company")
("Group" refers to Kore Potash Plc and its subsidiaries)
Financial Results for Year Ended 31 December 2025
Kore Potash, the potash exploration and development company whose flagship
asset is the 97%-owned Sintoukola Potash Project ("Kola" or the "Kola
Project"), located within the Republic of Congo ("RoC"), is pleased to
announce its audited financial results and operational highlights for the year
ended 31 December 2025 (the "Period").
The full financial report including its Corporate Governance Statement is
available online at the Company's website at
https://korepotash.com/investors/results-and-reports/
(https://korepotash.com/investors/results-and-reports/) . The financial
statements contained within this announcement should be read in conjunction
with the notes contained within the full financial report.
SUMMARY OF KEY DEVELOPMENTS
• Optimised DFS was announced on 27 February 2025. Unlike the DFS and the
Optimisation Study, the Optimised DFS is based on a production period which
utilizes all Proved and Probable Ore Reserves and only 6% of Inferred Minerals
Resources, giving a life of mine ("LoM") of 23 years. The prior DFS and
Optimisation Study disclosures included an additional 20% of Inferred Mineral
Resources after the Ore Reserves were depleted. Kore Potash considers there is
strong potential for the mine plan on which this Optimised DFS is based to be
extended beyond 23 years by upgrading a portion of the 340Mt of Inferred
Mineral Resources to Measured or Indicated Resources through further
exploration during the 23 years of operations.
• On 27 February 2025, the Company also announced a restatement of the
Mineral Resource estimate for the Kola deposit. No material changes were made
to the original Mineral Resource estimate dated 6 July 2017.
• On 10 June 2025, the Company announced that it signed non-binding
Term Sheets for availing the total funding requirement for the Kola Project
with OWI-RAMS GMBH. Pursuant to the non-binding Term Sheets, OWI-RAMS GMBH has
indicated its intention to arrange and then provide a funding package for the
Kola Project, amounting to approximately USD2.2 billion, through a blend of
senior secured project finance and royalty financing.
• The framework set out in the Term Sheets places particular emphasis
on enhancing the Company's managerial and operational capacity, including the
appointment of an experienced Owner's Team, the securing of an operator and
the introduction of appropriately qualified strategic participation in potash
mining and processing.
• During the second half of the year, OWI-RAMS continued engagement
with development finance institutions regarding elements commonly required in
project finance structures, including political risk mitigation and debt
participation. Those institutions underscored the importance of completing the
operator and partner workstreams.
• On 4 November 2025, the Company announced that it had commenced a
Formal Sale Process ("FSP"). Kore Potash announced that it had received
approaches from two parties, each of which were evaluating the possible
acquisition of the entire issued, and to be issued, share capital of the
Company.
• On 27 February 2026, the Company was notified by one of the parties in
the FSP that it had decided to suspend its interest in acquiring the Company
and was unable to proceed in the FSP for internal reasons. However, the other
party referred to above remains engaged in the FSP and is continuing its due
diligence exercise.
• In the course of the Early Works Agreement, PowerChina and Kore
Potash completed beneficiation tests in China in the presence of an
independent Canadian potash expert, to the satisfaction of all parties.
• Also pursuant to the EWA, a subcontractor appointed by PowerChina
completed engineering surveys, geophysical tests and geotechnical tests around
the main and ventilation shafts in the RoC.
• Mobilisation for marine drilling work around the jetty area started
in December 2025. The Company received the RoC Government approvals to start
work in January 2026.
• Initiated earlier in 2025, the update of the ESIA slowed down during
the last quarter of 2025 while some design modifications are being considered
which could impact the Relocation Action Plan.
• On 2 March 2026 the Company announced the purchase of a 0.46%
interest in the share capital of SPSA for USD1 million and of the conditional
right to acquire the remaining interest in the Kola Project not owned by the
Company.
David Hathorn, Chairman of Kore Potash, commented:
"This has been a hugely significant year for Kore which has seen us make very
considerable progress towards delivering our flagship Kola Project towards
production.
Potash is now considered a critical mineral in many countries, and the Kola
Project is of global significance. The security of the world's food supply
is at the mercy of global disruptions to fertilizer supply with recent
geopolitical events highlighting this risk as potash production is
concentrated among a small number of companies and countries.
The Optimised DFS for Kola showed the project's inherent value with an NPV10
of USD 1.7 Billion for our production target and an enticing IRR of 18%. We
also believe there is strong potential for the mine plan, on which this
Optimised DFS is based, to be extended beyond 23 years by upgrading a portion
of the 340 Mt of Inferred Mineral Resources to Measured or Indicated Resources
through further exploration.
Even more significantly during the year, we were delighted to sign non-binding
Term Sheets for the total funding requirement for the Kola Project with
OWI-RAMS GMBH. OWI-RAMS GMBH has also indicated its intention to arrange and
then provide a funding package for the Kola Project amounting to approximately
USD2.2 billion. By securing this less dilutive funding structure aligned with
long-term sustainability and value creation, we are safeguarding shareholder
interests.
Whilst we are continuing, through the formal sales process, to explore
strategic options for the Company as a whole, we remain focused on completing
the financing of Kola and moving forward to the construction phase as soon as
possible.
We look forward to an exciting year ahead in which we expect to achieve
Financial Close under the EPC as well as start construction at Kola with a
view to delivering production in the first half of 2030."
Summary of financials
• During the Period, the Group's Total Comprehensive income was
USD19,926,064 (2024: loss was USD10,754,786), and the Group experienced net
cash outflows from operating and investing activities of USD13,237,543 (2024:
USD3,000,825). Cash and cash equivalents totalled USD10,555,176 as at 31
December 2025 (2024: USD1,339,321).
• Group net assets increased in the year to USD209,513,114 (2024:
USD167,304,043). This was primarily driven by a USD29,444,543 increase in
exploration capitalised which is denominated in the local functional currency,
XAF, and XAF exchange rate have weakened against the USD. During the year, the
Group incurred unrealised foreign exchange profit of USD21,047,417(2024:
unrealised foreign exchange loss of USD9,543,967).
• As at 31 December 2025, the Directors' fees accrued were nil as they
were all paid in December 2025 (2024: USD365,400).
• The Directors prepared a cash flow forecast for the period ending 31
March 2027, which indicates that the Group will not have sufficient liquidity
to meet its working capital requirements to the end of the going concern
period (March 2027). Please refer to Note 1 (b) to the financial statements
for more detail on the going concern statement.
• The Company will be required to raise funds in Q1 2027 for the
working capital requirements for Kore Potash to the end of the going concern
period (March 2027) to ensure the realisation of assets on an orderly basis
and the extinguishment of liabilities as and when they fall due.
• Future funding is dependent on reaching the Financing Close and raising
of additional funds until the commencement of production.
• The Directors have considered various mitigating actions, which
include raising additional capital in due course to enable the Group to
continue to fund its working capital requirements.
CORPORATE ACTIVITIES
• Successful completion of USD10 million fundraise as announced on 21
March 2025, with a further USD500K conditionally raised subject to shareholder
approval, subsequently received at a General Meeting held on 11 June 2025.
• Following a recommendation from the Company's Remuneration and
Nomination Committee, the Board resolved to grant options to some of the
Company's Non-Executive Directors. While this is not compliant with the UK
Corporate Governance Code, the committees considered this appropriate for the
group considering the contribution made by the individuals, the stage of the
Company's lifecycle and to conserve cash. On 22 April 2025:
o the Company granted options over 4,000,000 new Ordinary Shares to some of
the Company's Non-Executive Directors.
o the Company granted options over 2,000,000 new Ordinary Shares to the
Company's Chairman.
o the Company also granted options over 9,000,000 new Ordinary Shares which
were reported as granted in June 2022 and subsequently approved by
shareholders at the AGM dated 11 June 2025 as the vesting conditions were
successfully met on that date.
These were subsequently approved by shareholders at a General Meeting held on
11 June 2025.
• The Company held its AGM on 11 June 2025, at which all resolutions
were duly passed.
• The search for a suitable contract operator and strategic partner
led to certain of the contacted 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 commenced a Formal Sale Process which was announced on 4 November
2025. 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.
• On 4 November 2025, the Company announced that it had commenced a
Formal Sale Process. Kore Potash announced that it had received approaches
from two parties, each of which were evaluating the possible acquisition of
the entire issued, and to be issued, share capital of the Company.
• On 27 February 2026, the Company announced that it had been notified
by one of the parties that it has now decided to suspend its interest in
acquiring the Company and is unable to proceed in the FSP for internal
reasons. However, the other party referred to above remains engaged in the
FSP and is continuing its due diligence exercise.
• Successful completion of a USD12.2 million fundraise on 20 November
2025.
• Lodgement of the cleansing prospectus on 21 November 2025 to remove
any on-sale restrictions in relation to the shares to be issued pursuant to
the Company's USD12.2 million placement.
OPERATIONAL AND EXPLORATION ACTIVITY
Kola Potash Project
The Company signed a non-binding MoU with the Summit, on behalf of a
consortium of investors and engineering firms on 6 April 2021, to arrange the
total financing required for the construction of Kola, in the presence of the
Minister of Mines of the RoC and his key staff in Brazzaville.
On 27 June 2022, the Company announced the Optimisation Study was completed
with an optimised construction cost of USD1.83 billion and a shortened
construction schedule of 40 months.
On 28 June 2022, Kore Potash signed heads of agreement ("HoA") for the
construction in the presence of the Minister of State and Minister of Mining
Industry and Geology of the RoC, Mr Pierre Oba.
On 8 August 2023, Kore Potash entered into a revised agreement with SEPCO to
provide the Company with an EPC contract for the construction of the Kola
Project. Following the completion of SEPCO's parent company, PowerChina's,
review of the Kola design and construction schedule, one of the agreed
outcomes was that further engineering design works must be completed before
PowerChina and SEPCO jointly presenting an EPC proposal and EPC contract to
the Group.
o PowerChina subcontracted five technical groups who commenced additional
design and engineering works. Specific design areas included the underground
mine, mineral processing jetty and transhipment operations, energy
transportation and storage, conveyor systems and material handling. PowerChina
advised the Company that the Works would cost in excess of USD10 million to
complete. Illustrating PowerChina's commitment to Kola, it capped Kore
Potash's contribution at a maximum of USD5 million, with the balance of the
costs to be paid by PowerChina.
o Two payments of USD1.0 million each were made in August and November 2023
as required under the Agreement. USD800,000 was paid in April 2025 and the
remaining USD2.2 million was paid in December 2025.
PowerChina delivered the EPC proposal and draft EPC contract on 6 February
2024.
The EPC contract for the Kola Project with PowerChina was signed in
Brazzaville in the presence of the RoC Minister of Mines and Geology on 19
November 2024.
The EPC is a fixed price contract worth USD1.929 billion. This fixed price is
of significant benefit to the Company as it minimises the risk of cost
overruns for the Company. The EPC also includes provisions for penalties in
the event of delayed completion and non-compliance to performance metrics. The
EPC remains subject to Financial Close.
To accelerate progress during the financing process, Kore Potash and
PowerChina have committed to an Early Works Agreement, which forms part of the
EPC and is targeted to be completed within 6 months of signing. Kore Potash
paid USD5 million to PowerChina in April 2025 as part of the total EPC
Contract Price to undertake supplementary geological work, consisting of
drilling at the shaft works and marine works locations and additional FEED
relating to the mining section shaft works. This will enable construction to
commence after Financial Close. In addition, PowerChina will undertake
Beneficiation Tests to identify opportunities to improve the plant design or
adapt the product specifications. The Beneficiation Tests will be done on
existing core samples to confirm the ore grade information provided by Kore
Potash and is a condition precedent to the EPC. This is not considered to be a
high-risk condition, given that Kore Potash has drilled 50 resource related
drill-holes and has completed seismic surveys, the data of which has been
assessed by two renowned independent experts as previously announced by the
Company on 29 January 2019.
Entry into the EPC reaffirms the Board of Directors' strategy for Kore Potash
to become one of the lowest cost producers globally for the Brazilian
agricultural market and high growth African markets.
Following signing of the EPC contract, the Company undertook an exercise to
optimise the DFS to account for the EPC contract, including updating the Kola
production schedule and the forecast financial information
The results of the Optimised DFS incorporate the most current information
available to the Company and have been updated from the DFS and Optimisation
Study to ensure compliance with the latest applicable listing rule
requirements and other regulatory policies of the ASX and therefore should be
considered as superseding the results of both the DFS and the earlier
Optimisation Study.
Unlike the DFS and the Optimisation Study, the Optimised DFS is based on a
production period which utilizes all Proved and Probable Ore Reserves and only
6% of Inferred Minerals Resources, giving a LoM of 23 years. Optimised DFS was
announced on 27 February 2025 with the successful outcomes:
o Capital cost of USD2.07 billion (nominal basis) on a signed fixed price
EPC basis, including owner's costs.
o Construction period of 43 months.
o Kola designed with a nameplate capacity of 2.2 million tonnes per annum of
MoP.
o Average MoP production per year of 2.2Mtpa of MoP for total MoP production
of 50Mt over a 23-year life of mine.
o Average cost of MoP delivered to Brazil is USD128/t. Based on an
independent MoP market study commissioned by the Company management considers
Kore Potash is projected to become one of the lowest cost producers in the
global agricultural market to Brazil.
o Average annual EBITDA is approximately USD733 million. Kore Potash is
projected to continue to enjoy a very high average EBITDA margin of 74%.
o Key financial metrics, at MoP CFR Brazil pricing averaging USD449/t and on
a 90% attributable basis (reflecting Kore's future holding of 90% and the RoC
government 10%):
o Kola NPV(10%) (real) post-tax USD1.7 billion
o IRR 18% (real) on ungeared post-tax basis
o Kola is designed as a conventional mechanised underground potash mine with
shallow shaft access. Ore from underground is transported to the processing
plant via an approximately 25.5 km long overland conveyor. After processing,
the finished product is conveyed 8.5 km to the marine export facility. MoP is
transferred from the storage area onto barges via a dedicated barge loading
jetty before being transhipped into ocean-going vessels for export.
The prior DFS and Optimisation Study disclosures included an additional 20% of
Inferred Mineral Resources after the Ore Reserves were depleted.
Kore Potash considers there is strong potential for the mine plan on which
this Optimised DFS is based to be extended beyond 23 years by upgrading a
portion of the 340Mt of Inferred Mineral Resources to Measured or Indicated
Resources through further exploration during the 23 years of operations.
On 27 February 2025, the Company also announced a restatement of the Mineral
Resource estimate for the Kola deposit.
This announcement is a restatement of the Mineral Resource estimate for the
Kola deposit. The Mineral Resource estimate was originally released by the
Company's wholly owned subsidiary, Kore Potash Limited, which was formerly
listed on the ASX under the ticker "K2P". The original announcement was
entitled "Updated Mineral Resource for the High-Grade Kola Deposit" dated 6
July 2017. This announcement contains additional information summarising the
material information relating to the Kola Mineral Resource in accordance with
ASX Listing Rule 5.8.1. No other material changes have been made to the
original announcement.
On 10 June 2025, the Company announced that it signed non-binding Term Sheets
for availing the total funding requirement for the Kola Project with OWI-RAMS
GMBH. Pursuant to the non-binding Term Sheets, OWI-RAMS GMBH has indicated its
intention to arrange and then provide a funding package for the Kola Project,
amounting to approximately USD2.2 billion, through a blend of senior secured
project finance and royalty financing.
OWI-RAMS GMBH is an investment platform headquartered in Zug, Switzerland, and
is part of the portfolio of listed Record PLC (Record Financial Group -
https://recordfg.com (https://recordfg.com) ), which as at 31 December 2025
had assets under management of approximately USD116 billion. OWI-RAMS GMBH
deploys a bespoke investment strategy focused on advancing global food
security and accelerating the energy transition through strategic investments
in food system enablers and next-generation critical energy infrastructure.
Its strategy includes providing capital solutions across the risk spectrum,
from equity and structured loan offerings to bespoke senior and whole-loan
facilities for sponsors and operating companies. In relation to the Kola
Project, this includes contributing to global food security and stimulating
economic growth for the RoC.
A major milestone for the Company was the signing of the fixed-price EPC
contract with PowerChina for the development of Kola as announced by the
Company on 20 November 2024. The subsequent signing of the non-binding Term
Sheets represents yet another important milestone in advancing the project.
OWI-RAMS GMBH's proposed investment in the Kola Project will be structured
through a Luxembourg fund. The Company confirms that neither PowerChina nor
OWI-RAMS GMBH is a related party of the Company pursuant to the ASX Listing
rules and the AIM Rules of Companies.
The Financier and the Company acknowledge and agree that the financing
arrangements to be explored under the non-binding Term Sheets shall ultimately
be structured in accordance with Shariah principles. The final structure shall
be determined in consultation with suitably qualified and experienced Shariah
advisors appointed by the Financier. The financing arrangements shall consist
of two components, a Senior Secured Project Facility and a Royalty Finance
Facility.
The immediate focus is now on addressing the key steps to Financial Close; the
first step being technical support for the construction phase with the Request
for Proposals sent out and currently evaluating those which have been
received. Further details of this are provided in the Early Works section
below. The second step will be negotiating an operator contract's proposal on
a cost-plus basis.
The appointment of a suitable contract operator and the partnering of an
appropriately experienced strategic partner in potash mining and processing,
as detailed in the Term Sheets, remain key priorities.
In parallel, OWI-RAMS has continued selected workstreams, including engagement
with two development finance institutions as potential financiers in relation
to key components typically required for a project financing package, such as
political risk insurance and debt funding. Both these potential financiers
have indicated a continued interest in supporting the Kola Project financing
and have emphasised the importance of Kore appointing a suitable contract
operator and securing an appropriately experienced strategic partner.
The contract with UMS Projects, a subsidiary of the United Mining Services
Group of South Africa, the winner for the Owner's Project Team Request for
Proposal, has not yet been concluded. The Kore Potash management team is
awaiting approval from the above-mentioned potential financiers before any
contract execution.
In addition, regarding post-construction operations, further discussions were
held with two new Chinese contractors about a contract operator proposal. This
was a requirement of the Potential Financiers to derisk the Kola Project
further.
Engineering and Early Works
In the course of the Early Works Agreement, successful beneficiation tests
were made in China in the presence of a Canadian potash expert appointed by
Kore Potash. The confirmation and reproducibility of previous test results
proved reassuring to all EPC parties. These tests were also aimed at
fine-tuning the process plant design.
Also, as part of the Early Works Agreement, Chonfar Engineering, a
subcontractor appointed by PowerChina completed Engineering Surveys,
Geophysical tests and Geotechnical tests around the main and ventilation
shafts.
This exercise was aimed at ascertaining the lithology and structure of the
surrounding rock formations of the shaft from an engineering viewpoint with
special emphasis on rock integrity, geological structure, fault fractures,
development and characteristics of joints and fissures, adverse geology and
any weak interlayers.
Through drilling, borehole pumping test and hydrological observation, the
hydrogeological conditions of the future shaft were fully defined including
the number of aquifer layers, water volume, shaft-boring conditions,
groundwater level, water yield, permeability coefficient, underground water
quality and temperature.
The collection of rock, soil and water samples and an array of analytical
tests, combined with geological data from field drilling observations
completed the overview needed to progress the ongoing FEED of the shaft and
underground mine, undertaken together by PowerChina and United Mining Services
Group.
Maritime drilling and bathymetric studies in the area surrounding the future
jetty is progressing according to plan. An offshore drilling platform was
mobilized in December 2025 to carry out 18 offshore and intertidal drill
holes. Bathymetric studies will cover some 129 hectares of sea area and
topographic studies essential to jetty design will cover another 15 hectares
of the coastline. The RoC Government approvals to start work was received in
January 2026.
Next Steps for Kola Potash Project
While the conclusion of Early Works and the signing of the Financing Term
Sheets represent significant milestones for the Company, the Company notes
that there is still significant work prior to satisfying all condition
precedents from OWI-RAMS and achieving Financial Close which needs to happen
before the commencement of construction at the Kola Project.
The indicative timeline of these major milestones to first production from
Kola Project is as follows:
o Second half of 2026:
o Financial Close under the EPC.
o Full Notice to Proceed issued under the EPC.
o Commencement of construction under the EPC.
o End of 2026 - DUP for land acquisition.
o First half of 2030 - first production at the Kola Project.
Dougou Extension (DX) Sylvinite Defined Feasibility Study Phase 1
• The DX Project update of the JORC (2012) compliant Mineral Resource,
Ore Reserve, PFS information and Production Target was announced on the 24
January 2023. The updated Mineral Resource incorporates the most recent
drilling results and interpretation of the geophysical data. A summary of the
results is presented below:
o Production Target of 15.5Mt sylvinite at a grade of 30.63% KCl
demonstrates initial project life of 12 years at a production rate of
400,000tpa MoP.
o Production Target based on Proven and Probable Ore Reserves and 13% of the
Inferred Mineral Resources that represents 30% of the life of project MoP
production.
o NPV(10) (real) of USD275 million and 27% IRR on a real post tax basis at
life of project average granular MoP price of USD450/t.
o Approximately 2.9 years post-tax payback period from first production.
o Proven and Probable Ore Reserve of 9.31Mt sylvinite at an average grade of
35.7% KCl.
o Mineral Resource of 129Mt at an average grade of 24.9% KCl.
o Higher confidence in the distribution of Sylvinite within the Top Seams
and improved understanding of the Sylvinite/Carnallite boundary within the
Hanging Wall Seam.
The latest information confirms that the DX Project is a financially
attractive, low capital cost project with a shorter construction period than
Kola.
At present, the Company remains focused on completing the financing of Kola
and moving forward to construction of Kola as soon as possible. The Company is
also considering some strategic options which are available for the DX
Project. The DX project and Dougou deposit have however been closely reviewed
as part of the FSP.
The financial statements below should be read in conjunction with the notes
contained within the full financial report which is available online at the
Company's website at https://korepotash.com/investors/results-and-reports/
(https://korepotash.com/investors/results-and-reports/)
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Parent Consolidated Entity
Dec 2025 Dec 2024 Dec 2025 Dec 2024
Continuing operations USD USD USD USD
Other Revenue 727,720 613,835 - -
Directors' remuneration (389,371) (243,500) (236,871) (143,500)
Depreciation (473) - (473) -
Equity compensation benefits (excluding directors) - (34,560) - (34,560)
Salaries, employee benefits and consultancy expense
(766,638) (710,129) (257,574) (252,097)
Administration expenses (869,994) (676,570) (894,048) (688,430)
Interest income 123,971 32,468 123,971 32,468
Interest and finance expenses (3,989) (3,363) (3,989) (3,363)
Net realised and unrealised
foreign exchange losses
283,708 (57,053) 283,708 (57,053)
Loss before income tax expense (895,066) (1,078,872) (985,276) (1,146,535)
Income tax - - - -
Loss for the year (895,066) (1,078,872) (985,276) (1,146,535)
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
- - 20,911,340 (9,608,251)
Other comprehensive income/(loss) for the year
- - 20,911,340 (9,608,251)
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR (895,066) (1,078,872) 19,926,064 (10,754,786)
Loss attributable to:
Owners of the Company (895,066) (1,078,872) (984,554) (1,146,179)
Non-controlling interest - - (722) (356)
(895,066) (1,078,872) (985,276) (1,146,535)
Total comprehensive income / (loss) attributable to:
Owners of the Company (895,066) (1,078,872) 19,926,786 (10,754,430)
Non-controlling interest - - (722) (356)
(895,066) (1,078,872) 19,926,064 (10,754,786)
Basic and diluted loss per share (cents per share)
(0.02) (0.03) (0.02) (0.03)
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Parent Consolidated Entity
Dec 2025 Dec 2024 Dec 2025 Dec 2024
USD USD USD USD
CURRENT ASSETS
Cash and cash equivalents 10,542,940 1,309,755 10,555,176 1,339,321
Trade and other receivables 115,379 66,409 177,676 173,874
TOTAL CURRENT ASSETS 10,658,319 1,376,164 10,732,852 1,513,195
NON CURRENT ASSETS
Trade and other receivables 178,570,815 169,921,139 40,563 36,085
Property, plant and equipment 2,080 - 400,937 326,591
Exploration and evaluation expenditure - - 198,792,413 169,347,870
Investment in subsidiary 69 69 - -
TOTAL NON CURRENT ASSETS 178,572,964 169,921,208 199,233,913 169,710,546
TOTAL ASSETS 189,231,283 171,297,372 209,966,765 171,223,741
CURRENT LIABILITIES
Trade and other payables 248,207 3,702,211 453,651 3,919,672
Derivative financial liability - 26 - 26
TOTAL CURRENT LIABILITIES 248,207 3,702,237 453,651 3,919,698
NON CURRENT LIABILITIES
Design optimisation works - - - -
TOTAL LIABILITIES 248,207 3,702,237 453,651 3,919,698
NET ASSETS 188,983,076 167,595,135 209,513,114 167,304,043
EQUITY
Contributed equity - Ordinary Shares 5,175,938 4,377,870 5,175,938 4,377,870
Reserves 199,256,851 177,771,912 264,193,421 221,797,142
Accumulated losses (15,449,713) (14,554,647) (59,291,159) (58,306,605)
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
188,983,076 167,595,135 210,078,200 167,868,407
Non-controlling interests - - (565,086) (564,364)
TOTAL EQUITY 188,983,076 167,595,135 209,513,114 167,304,043
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Consolidated Entity Ordinary Shares Share-Based Payments Reserve Share Premium Reserve Foreign Currency Translation Reserve Merger Reserve Accumulated Losses Equity Attributable to the Shareholders of Kore Potash plc Non-Controlling Interest Total
Equity
USD USD USD USD USD USD USD USD USD
Balance at 01 January 2024 4,119,667 565,688 47,301,569 (22,377,645) 203,738,800 (57,694,772) 175,653,307 (564,008) 175,089,299
Loss for the period - - - - - (1,146,179) (1,146,179) (356) (1,146,535)
Other comprehensive income for the year - - -
(9,608,251) - - (9,608,251) - (9,608,251)
Total comprehensive (loss)/income for the year - - - (9,608,251) - (1,146,179) (10,754,430) (356) (10,754,786)
Transactions with shareholders
Options expired - (534,347) - - - 534,347 - - -
Share issues 258,203 - 2,596,715 - - - 2,854,918 - 2,854,918
Share issue expenses - - (43,753) - - - (43,753) - (43,753)
Share based payments - 158,365 - - - - 158,365 - 158,365
Balance at 31 December 2024 4,377,870 189,706 49,854,531 (31,985,896) 203,738,800 (58,306,605) 167,868,407 (564,364) 167,304,043
Loss for the period - - - - - (984,554) (984,554) (722) (985,276)
Other comprehensive income for the year - - -
20,911,340 - - 20,911,340 - 20,911,340
Total comprehensive (loss)/income for the year - - - 20,911,340 - (984,554) 19,926,786 (722) 19,926,064
Transactions with shareholders
Options expired - - - - - - - - -
Share issues 798,068 - 21,852,653 - - - 22,650,721 - 22,650,721
Share issue expenses - - (502,650) - - - (502,650) - (502,650)
Share based payments - 134,936 - - - - 134,936 - 134,936
Balance at 31 December 2025 5,175,938 324,641 71,204,534 (11,074,554) 203,738,800 (59,291,159) 210,078,200 (565,086) 209,513,114
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Parent Ordinary Shares Share Based Share Merger Reorganisation Accumulated Total
Payments Premium Reserve Losses
Reserve Reserve
Reserve Equity
USD USD USD USD USD USD USD
Balance at 01 January 2024 4,119,667 565,688 47,301,569 203,738,800 (76,011,124) (14,010,122) 165,704,478
Loss for the year - - - - - (1,078,872) (1,078,872)
Total comprehensive (loss)/income for the year - - - - - (1,078,872) (1,078,872)
Transactions with shareholders
Conversion of performance rights - - - - - - -
Cancellation of performance rights (534,347) 534,347
Share issue 258,203 - 2,596,715 - - - 2,854,918
Share issue expense (43,753) (43,753)
Share based payments - 158,364 - - - - 158,364
Balance at 31 December 2024 4,377,870 189,705 49,854,531 203,738,800 (76,011,124) (14,554,647) 167,595,135
Loss for the year - - - - - (895,066) (895,066)
Total comprehensive (loss)/income for the year - - - - - (895,066) (895,066)
Transactions with shareholders -
Conversion of performance rights - - - - - - -
Cancellation of performance rights - -
Share issue 798,068 - 21,852,653 - - - 22,650,721
Share issue expense (502,650) (502,650)
Share based payments - 134,936 - - - - 134,936
Balance at 31 December 2025 5,175,938 324,641 71,204,534 203,738,800 (76,011,124) (15,449,713) 188,983,076
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Parent Consolidated Entity
Dec 2025 Dec 2024 Dec 2025 Dec 2024
USD USD USD USD
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers (826,712) (70,566) (1,450,645) (441,677)
Payments to employees (921,189) (484,083) (387,466) (180,636)
Net cash (used in) operating activities (1,747,901) (554,649) (1,838,111) (622,313)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment (2,553) - (73,060) -
Payments for exploration activities - - (11,450,343) (2,410,980)
Amounts advanced to related parties (11,572,111) (2,484,045) - -
Interest received 123,971 32,468 123,971 32,468
Net cash (used in) investing activities (11,450,693) (2,451,577) (11,399,432) (2,378,512)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 22,650,721 2,854,918 22,650,721 2,854,918
Payment for share issue costs (502,650) (43,753) (502,650) (43,753)
Net cash provided by financing activities 22,148,071 2,811,165 22,148,071 2,811,165
Net increase/(decrease) in cash & cash equivalents held 8,949,477 (195,061) 8,910,528 (189,660)
Cash and cash equivalents at beginning of financial year 1,309,755 1,561,869 1,339,321 1,583,657
Foreign currency differences 283,708 (57,053) 305,327 (54,676)
Cash and cash equivalents at end of financial year
10,542,940 1,309,755 10,555,176 1,339,321
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
Forward-Looking Statements
This release contains certain statements that are "forward-looking" with
respect to the financial condition, results of operations, projects and
business of the Company and certain plans and objectives of the management of
the Company. Forward-looking statements include those containing words such
as: "anticipate", "believe", "expect," "forecast", "potential", "intends,"
"estimate," "will", "plan", "could", "may", "project", "target", "likely" and
similar expressions identify forward-looking statements. By their very nature
forward-looking statements are subject to known and unknown risks and
uncertainties and other factors which are subject to change without notice and
may involve significant elements of subjective judgement and assumptions as to
future events which may or may not be correct, which may cause the Company's
actual results, performance or achievements, to differ materially from those
expressed or implied in any of our forward-looking statements, which are not
guarantees of future performance.
Neither the Company, nor any other person, gives any representation, warranty,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statement will occur. Except as required by law, and
only to the extent so required, none of the Company, its subsidiaries or its
or their directors, officers, employees, advisors or agents or any other
person shall in any way be liable to any person or body for any loss, claim,
demand, damages, costs or expenses of whatever nature arising in any way out
of, or in connection with, the information contained in this document.
In particular, statements in this release regarding the Company's business or
proposed business, which are not historical facts, are "forward-looking"
statements that involve risks and uncertainties, such as Mineral Resource
estimates market prices of potash, capital and operating costs, changes in
project parameters as plans continue to be evaluated, continued availability
of capital and financing and general economic, market or business conditions,
and statements that describe the Company's future plans, objectives or goals,
including words to the effect that the Company or management expects a stated
condition or result to occur. Since forward-looking statements address future
events and conditions, by their very nature, they involve inherent risks and
uncertainties. Actual results in each case could differ materially from those
currently anticipated in such statements. Shareholders are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
date they are made. The forward-looking statements are based on information
available to the Company as at the date of this release. Except as required by
law or regulation (including the ASX Listing Rules), the Company is under no
obligation to provide any additional or updated information whether as a
result of new information, future events, or results or otherwise.
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 City Code on Takeovers (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
(http://www.korepotash.com) by no later than 12 noon (London time) on 25 March
2026. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
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. END FR FLFIDVDISFIR
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