REG - Kore Potash PLC - Non-Binding Term Sheets for US$2.2 billion signed

Kore PotashAnnouncement

10/06/2025 09:15

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RNS Number : 1789M  Kore Potash PLC  10 June 2025

10 June 2025

 

Kore Potash Plc

("Kore Potash" or the "Company")

Non-Binding Term Sheets for US$2.2 billion signed

 

Kore Potash (AIM: KP2, ASX: KP2, JSE: KP2, A2X: KP2), the potash development
company with 97% ownership of the Kola Potash Project ("Kola" or the "Kola
Project") and Dougou Extension ("DX") Potash Project in the Sintoukola Basin,
located in the Republic of Congo ("RoC"), is pleased to announce that it
signed non-binding term sheets ("Term Sheets") for availing the total funding
requirement for the Kola Project with OWI-RAMS GMBH ("OWI-RAMS").

Pursuant to the non-binding Term Sheets, OWI-RAMS has indicated its intention
to arrange and then provide a funding package for the Kola Project, amounting
to approximately US$2.2 billion, through a blend of senior secured project
finance and royalty financing.

OWI-RAMS is an investment platform headquartered in Zug, Switzerland, and is
part of the portfolio of listed Record PLC (Record Financial Group -
https://recordfg.com). OWI-RAMS 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
engineering, procurement, and construction contract with PowerChina
International Group Limited ("PowerChina") for the development of Kola as
announced by the Company on 20 November 2024. The subsequent signing of the
Term Sheets represents yet another important milestone in advancing the
project. OWI-RAMS' proposed investment in the Kola Project will be structured
through a Luxembourg fund (the "Financier"). Kore Potash Plc owns 97% of
Sintoukola Potash S.A., which holds 100% of Kola Potash Mining S.A.
("Borrower"). The Borrower holds the Kola Project mining license. The Company
confirms that neither PowerChina nor OWI-RAMS 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 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.

David Hathorn, Chairman of Kore Potash, commented:

"The signing of these Term Sheets represents a pivotal step forward in
realising the full potential of the Kola Project. As the world seeks to
strengthen agricultural resilience and secure essential nutrient supply
chains, Kola is poised to become a globally significant source of potash. By
securing a less dilutive funding structure aligned with long-term
sustainability and value creation, we are safeguarding shareholder interests
while advancing food security in Africa and beyond. We remain focused on
working collaboratively with our strategic partners to address the remaining
requirements and move confidently towards the delivery of this
transformational project."

Details of the Term Sheets:

Senior Secured Project Facility

A senior secured project financing facility, representing 70% of the total
estimated funding requirement and amounting to approximately US$1.53 billion
(the "Senior Secured Project Facility" or "SSP Facility"), is to be structured
in accordance with Shariah principles. The indicative terms of the SSP
Facility include

·    A fixed profit payment of between 6.8% - 9.3% per annum to be
finalised during due diligence and calculated on the capital amount.

·    The SSP Facility will rank senior to the Royalty Finance Facility
(defined below) and will benefit from a first-ranking security package over
the project assets.

·    A grace period will apply throughout the construction phase and
ramp-up phase (targeted at 49 - 50 months), during which profit amounts will
accrue and be capitalised. Upon completion, the capitalised amount will be
amortised over a minimum period of 7 - 8 years to be determined during due
diligence.

·    A reserve account equivalent to six months of scheduled profit and
principal obligations will be established.

Under the terms of the SSP Facility, the financial covenants to be considered,
which shall be finalised during the due diligence, shall include:

a)    Cashflow Cover Ratio - the ratio of cashflow to SSP Facility payment
obligations stands at 1.15x, tested quarterly on a rolling 12-month basis;

b)    Profit Cover Ratio - EBITDA against SSP Facility payment obligation
of 2.0x, assessed quarterly on a rolling 12-month basis;

c)    Leverage Ratio - total SSP Facility obligations outstanding to EBITDA
of 4.5x, tested quarterly based on the total outstanding amount of the SSP
Facility (inclusive of any capitalised profits and outstanding royalty finance
accruals) on the relevant measurement date and rolling 12-month EBITDA;

d)    SSP Facility Life Cover Ratio - the ratio of the Net Present Value of
projected Cashflows available for servicing the SSP Facility, over the
remaining life of the SSP Facility, to the outstanding balance of the SSP
Facility, is 1.30x and is tested annually;

e)    Project Life Cover Ratio - the ratio of the Net Present Value of
projected Cashflows over the remaining life of the Project to the outstanding
SSP Facility obligations, of 1.35x, tested annually;

f)     Capital Expenditure - aggregate capital expenditure shall not
exceed the approved Project budget or the agreed thresholds during the
relevant construction and operating periods, subject to a carry-forward
mechanism (to be defined in the SSP Facility Agreement);

g)    Equity Lock-Up Ratio - no distributions (including dividends,
shareholder loans, or other restricted payments) shall be permitted unless, at
the time of the proposed distribution and after giving effect thereto:

(i)   the Cashflow Cover Ratio for the most recent measurement period is
equal to or greater than 1.20x;

(ii)  the SSP Facility Life Cover Ratio is equal to or greater than 1.40x;

(iii) no Default or Event of Default is ongoing or would arise from such
distribution;

(iv) the SSP Facility Service Reserve Account Coverage (FSRA) is subject to
the conditions outlined herein; and

(v)  such other condition to be finalised during the due diligence.

h)_  Any proposed distribution to shareholders shall be subject to prior
certification of compliance by the Borrower and delivery of a Compliance
Certificate to the Financier, evidencing satisfaction of the above conditions;
and

i)       SSP Facility Service Reserve Account ("FSRA") Coverage - the
Borrower shall ensure that the FSRA maintains at least the amount needed to
cover the next six months of SSP Facility principal and Profit Payments. If
the FSRA balance drops below this, the Borrower must top it up within 20
business days of notice or deficiency.

Royalty Finance Facility

A quasi-equity revenue-linked financing arrangement, representing the
remaining 30% of the total estimated funding requirement and amounting to
approximately US$655 million (the "Royalty Finance Facility"), will be
structured as a participatory instrument entitling the Financier to a share of
gross revenues generated by the Kola Project over the life of mine ("LoM").

Below is a summary of the indicative terms of the Royalty Finance Facility

·    The Royalty Finance Facility constitutes a permanent capital
injection into Kore Potash and is never repaid.

·    During the initial revenue-sharing phase ("Phase I"), which begins
when Kola first generates income (targeted around months 49 - 50 from
financial close) and continues until the Senior Secured Project Facility has
been fully settled, the Financier will receive 14% of gross revenue as
compensation for providing the Royalty Finance Facility.

·    Following the full settlement of obligations under the Senior Secured
Facility (7 - 8 years), the Financier will receive 16% of gross project
revenues for the remainder of the mine's operational life ("Phase II").

·    The Kola Project shall continue to pay the Phase II royalty amount
for as long as potash is extracted from within the area covered by the Kola
Mining License.

Under this arrangement, the Financier will also be granted the right to
purchase up to 100% of the Kola Project's Muriate of Potash ("MoP") production
over the life of the mine. The product will be acquired at the prevailing CFR
Brazil market price, ensuring transparent and market-aligned pricing.

Under the terms of the Royalty Finance Facility, the financial covenants to be
considered, which shall be finalised during the due diligence, shall include:

a)   Capital Expenditure Control - aggregate capital expenditure shall not
exceed the approved Project Budget or any agreed thresholds during the
construction and operational periods, unless prior written consent is obtained
from the Financier.

b)   Operating Expense Reserve Account ("OERA") Coverage - the Borrower and
the Company shall ensure that the OERA always maintains a minimum balance
equivalent to no less than six (6) months of forecast operating expenses, as
determined in accordance with the approved annual budget.

c)   Equity Lock-Up and Restricted Payment Conditions - no distributions
(including dividends, shareholder loans, management fees, or other restricted
payments) shall be permitted by the Borrower or the Company unless, at the
time of and immediately after giving effect to such distribution:

(i)   all financial covenants and obligations under the SSP Facility are
current and not in default;

(ii)  the OERA is funded in accordance with (b) above;

(iii) all obligations under the Royalty Finance Facility (including payment
and reporting obligations) are current and not in default; and

(iv) any additional conditions or thresholds agreed during due diligence and
documented in the Royalty Finance Facility have been satisfied.

Non-Dilution of the Royalty Finance Facility and economic impact

The Royalty Finance Facility structure eliminates the requirement for Kore
Potash to raise equity funding in respect of the construction, development and
operation of the Kola Project, thereby avoiding the issuance of new shares and
preserving ownership for existing shareholders. Unlike a conventional equity
raise, which, at current share prices, would result in substantial dilution,
the Royalty Finance Facility enables Kore Potash to retain equity upside
whilst the Financier's economic return is tied to the Project's cash flows.

However, shareholders should note that further equity funding will be required
to enable, inter alia, the Company to execute binding legal agreements, reach
financial close with the Financier and for working capital purposes.

The table below illustrates the dilutionary impact across various share price
scenarios had Kore Potash raised the equivalent US$655 million through the
equity markets.

 Metric                   Price A  52-wk High  Price A   Price A - 25% Discount

                                               Doubled
 Share Price (GBP) pence  3.25     4.5         6.5       2.44
 Share Price (US$) cents  4.40     6.10        8.82      3.26
 Dilution (%)             75.49%   68.96%      60.57%    80.61%

Mining royalty rates for a traditional resources transaction, in which a
junior miner sells a mining project to a major company and receives a royalty
payment stream as consideration, are typically significantly lower than the
Royalty Finance Facility rates of 14% and 16% as disclosed above. However, in
addition to the non-dilution benefit of the Royalty Finance Facility, for
current shareholders a further key benefit is that it eliminates the very
significant risk of Kore Potash being unable to raise US$655 million of equity
in respect of the construction, development and operation of the Kola Project
irrespective of whatever share price discount it is prepared to offer.

Steps required to reach financial close

Kore Potash and OWI-RAMS have agreed to leverage their respective strengths to
deliver a long-term, sustainable investment servicing the global fertiliser
industry.

As part of the progression toward binding legal agreements and financial
close, the Company is required to further de-risk the Kola Project by
addressing a number of key requirements, which are included as an initial list
of conditions precedent:

·    Appoint a third-party industry company to perform a watch-and-brief
function across each of the key Kola Project construction areas, which include
mine development, processing plant, marine jetty, and general infrastructure,
under the guidance of the Kore Potash team.

·    Finalise the operating strategy.

o Kore Potash has initiated a formal process to appoint a qualified contract
operator to take responsibility for the mine, processing plant and associated
infrastructure following commissioning.

o While PowerChina, the Company's Engineering, Procurement and Construction
("EPC") contractor, has expressed interest in assuming this role, Kore Potash
is currently engaging with several interested parties to conclude an operator
framework that best meets the expectations of both the Company and its
financiers.

·    Addressing political risk as a condition to financial close. This is
expected to be achieved either through the participation of a recognised
Development Finance Institution ("DFI") in the financing package or through
the procurement of appropriate political risk insurance cover.

·    Enhancing Kore Potash's internal capabilities and finalising the Kola
Project execution framework. Kore Potash intends to expand its management and
operational team to ensure it possesses the depth and expertise required to
oversee all external service providers, manage in-country operations, ensure
health and safety compliance, and uphold environmental and social performance
standards, as well as prepare for long-term operational readiness. This
process is currently underway, with recruitment efforts expected to intensify
as the Company moves towards financial close.

The above-mentioned list is not exhaustive and will continue to evolve over
time.

An overarching and key aspect to be addressed is the Financier and Kore Potash
exploring downstream opportunities, including fertiliser blending plants,
logistics infrastructure, and precision agriculture platforms in regions such
as Africa and Brazil. These investments aim to enhance fertiliser
self-sufficiency, bolster regional food system resilience, and enable
long-term food security impact, with the potash acquired from Kola supplying
and enabling these downstream opportunities. OWI-RAMS is already advancing
this strategy, with notable industry partners, and Kore Potash has agreed to
provide support where possible.

In addition to the Company addressing the key requirements outlined above, the
Financier will be undertaking further due diligence. The parties are focused
on achieving financial close to enable the Project construction to commence in
early 2026. As these are non-binding Term Sheets, the Financier and the
Company have agreed not to have a defined termination date.

Prior to financial close, the Financier will complete a full due diligence
process, supported by independent advisors, covering legal, financial, tax,
technical, commercial, operational, insurance, Environmental, Social, and
Governance ("ESG"), regulatory and Shariah compliance matters. The findings
will inform final documentation and remain a critical precondition to
utilisation.

SSP Facility and Royalty Finance Facility Conditions Precedents

Alongside the steps highlighted above for achieving financial close, the other
Conditions Precedents are as follows:

The Borrower and/or the Company shall provide, to the satisfaction of the
Financier, the following confirmations and supporting documentation pertaining
to the Project:

a)   Final Financial Model - the final Project financial model shall be
prepared to reflect the agreed capital structure, cash flow projections, mine
plan, and commercial terms (including royalty mechanics), and shall be
reviewed and signed off by an independent, internationally recognised
technical or financial advisor approved by the Financier. The model shall form
the basis for all debt sizing, Royalty calculations, and covenant testing.

b)   Beneficiation Test Confirmation - written confirmation from the EPC
Contractor (PowerChina), supported by technical data and/or test results,
verifying that all required beneficiation testwork has been completed in
accordance with the EPC Contract and that the outcomes are consistent with the
technical assumptions used in the Optimisation Study, Optimised DFS and what
is used in the financial model.

c)   Legal Opinions on Key Project Documents - a legal opinion issued by
legal counsel acceptable to the Financier, confirming the validity,
enforceability, and binding nature of the EPC Contract, as well as all
relevant securities, guarantees, and performance undertakings issued in favour
of the Company or the Borrower, including their enforceability under the
applicable Republic of Congo and international law.

d)   Potential Amendment to the Mining Convention - the Company and/or the
Borrower shall obtain an official government statement regarding the Royalty
payables.

e)   Full Owner's Budget and Cost Breakdown - a final comprehensive Project
budget.

f)    Board appointments - for so long as any obligations remain
outstanding under the RF Facility or the SSP Facility, the Financier shall
have the right to appoint two individuals to the board of the Company and, as
required, to the board of the Borrower and any other relevant subsidiaries,
with such determination to be finalised during the due diligence process.

SSP Facility and Royalty Finance Facility Events of Default

The SSP Facility Agreement and the Royalty Finance Agreement shall include
Events of Default that are customary for project financings of this nature.
These shall include:

a)   Non-Payment - a failure by any Obligor to pay any amount due under the
Finance Documents on its due date, unless it is due to an administrative or
technical error that can be remedied within a specified grace period.

b)   Breach of Financial Covenants - any failure to comply with the
Financial Covenants specified in the Finance Documents.

c)   Breach of Other Obligations - failure to comply with any other
provision of the Finance Documents (including undertakings) that remains
unaddressed within the agreed cure period.

d)   Misrepresentation - any representation or warranty made or deemed made
under the Finance Documents is materially inaccurate, misleading, or untrue.

e)   Cross-Default / Cross-Acceleration - any other funding obligation or
financial liability of an Obligor, or any material Group member, becomes due
and payable before its stated maturity as a result of default, or is not paid
when due (following the expiry of any applicable grace period).

f)    Insolvency and Insolvency Proceedings - any Obligor becomes
insolvent, unable to pay its debts, commences negotiations with creditors, or
is subject to any insolvency, reorganisation, moratorium, administration, or
similar proceedings.

g)   Unlawfulness / Invalidity - it becomes unlawful for any Obligor to
fulfil its obligations under the Finance Documents, or any such obligation
becomes invalid, unenforceable, or is repudiated.

h)   Cessation of Business - any material part of the Project or the
business operations of the Group is suspended or ceases without the prior
consent of the Financier, including the suspension or termination of the EPC
Contract without an approved substitute.

i)    Termination of Material Project Documents - the termination,
repudiation, or material breach of any Project Document (including the EPC
Contract, offtake agreements or the Mining Convention) that has or is
reasonably likely to have a materially adverse effect on the Project or its
development.

j)    Litigation or Expropriation - material litigation, arbitration, or
regulatory proceedings are initiated or threatened, or expropriation,
nationalisation, or similar events occur, which may have a materially adverse
effect.

k)   Change of Control / Ownership - a change of control occurs concerning
the Borrower or the Project Company without the prior written consent of the
Financier.

l)    Audit Qualifications - the Group's auditors issue a qualification or
emphasis of matter that significantly impacts the Obligors' ability to fulfil
their obligations.

m)  Project Milestone Delays - inability to meet essential Project milestones
under the EPC Contract, including Substantial Completion (defined in the EPC
Contract), by the agreed longstop dates.

n)   Security and Permits - any security interest created under the Finance
Documents ceases to be legal, valid, binding, or enforceable if any material
mining or construction permits are suspended, revoked, or not renewed when
due, where such failure could materially affect the Project.

o)   Material Adverse Effect - any event or series of events that occurs, in
the reasonable opinion of the Financier, has or is reasonably likely to have a
material adverse effect on (i) the Project or its implementation, (ii) the
ability of the Obligors to fulfil their obligations under the Finance
Documents, or (iii) the validity or enforceability of the security or Finance
Documents.

p)   Production Underperformance - should the actual MoP production fall
below 90% of the forecast production volumes (as outlined in the approved
financial model) for two consecutive months, and this underperformance remains
unresolved within 30 Business Days following written notice from the
Financier, or if no acceptable remediation plan has been agreed upon, such
failure shall constitute an Event of Default.

Further Events of Default may be specified in the Royalty Finance Agreement,
including non-payment of Royalty amounts, breaches of key covenants, and
actions that materially impair the Financier's economic position.

The funding package is intended to finance:

·    the development, construction, commissioning, and associated costs of
the Kola Project;

·    certain fees and costs incurred in connection with securing the
financing facilities; and

·    Owner Costs through to the commencement of operations.

Highlights of the Optimised Definitive Feasibility Study for Kola Project as
announced on 27 February 2025:

·    Capital cost of US$2.07 billion (nominal basis) on a signed fixed
price EPC basis, including owner's costs.

·    Assumed construction start date of 1 January 2026, with a
construction period of 43 months.

·    Kola is designed with a nameplate capacity of 2.2 million tonnes per
annum ("Mtpa") of MoP.

·    Average MoP production per year of 2.2 Mtpa of MoP for total MoP
production of 50Mt over a 23-year life of mine.

·    Average cost of MoP delivered to Brazil is US$128/t. Based on an
independent MoP market study commissioned by the Company, management considers
that Kore Potash is projected to become one of the lowest-cost producers in
the global agricultural market in Brazil.

·    Average annual EBITDA is approximately US$733 million. Kore Potash is
projected to continue to enjoy a very high average EBITDA margin of 74%

·    Key financial metrics, at MoP CFR Brazil pricing averaging
US$449/tonne and on a 90% attributable basis (reflecting Kore Potash's future
holding of 90% and the RoC government's 10%):

o Kola NPV 10% (real) post-tax US$1.7 billion

o IRR 18% (real) on ungeared post-tax basis

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.

Cautionary Statement:

In relying on the above mentioned ASX announcement and pursuant to ASX Listing
Rule 5.23.2, the Company confirms that it is not aware of any new information
or data that materially affects the information included in the Kola Project
Optimised DFS Update referred to above and as announced on 27 February 2025)
and that all material assumptions and technical parameters underpinning the
estimates and reserves in that announcement continue to apply and have not
materially changed.

The production target (and the forecast financial information derived from
this production target) includes all of Kore Potash's reported Ore Reserve
estimates, together with a proportion of Inferred Mineral Resources. The
production target includes relative portions of ore by category of Proved and
Probable Ore Reserves (94%) and Inferred Mineral Resources (6%). The Company
is satisfied that the proportion of Inferred Mineral Resources is not the
determining factor in project viability as the project demonstrates positive
economic outcomes with the Inferred Mineral Resources excluded. There is a low
level of geological confidence associated with Inferred Mineral Resources and
there is no certainty that further exploration work will result in the
determination of Indicated Mineral Resources or that the production targets
will be realised.

The forecast financial information derived from the production target uses
Argus Media Marketing's forecast annual MoP CFR Brazil prices to 2047 and
then an incremental increase of US$2/t annually post 2047, which annual prices
imply an average MoP CFR Brazil price of US$449/t over the 23 years of
scheduled production in the Optimised Definitive Feasibility Study. As
discussed in section 12 (Potash Marketing) of the Kola Project Optimised DFS
update announcement dated 27 February 2025, Kore Potash has concluded it has a
reasonable basis for the use of those prices, but there is no guarantee that
such prices will be realised and lower product pricing will significantly
affect the financial performance of the Kola Project. Refer to the sensitivity
analysis in section 14 (Economic Evaluation) of the Kola Project Optimised DFS
update announcement dated 27 February 2025 for further details, together with
the Forward Looking Statements notice below.

To achieve the range of outcomes indicated in the Kola Project Optimised DFS,
the Optimised DFS estimates that funding in the order of US$2.07 billion
(nominal basis) in construction capital will be required. Shareholders and
investors should be aware that there is no certainty that Kore Potash will be
able to raise the required funding when needed and it is possible that such
funding may only be available on terms that may be highly dilutive or
otherwise adversely affect Kore Potash shareholders' exposure to the Kola
Project economics. Whilst the Company has made progress towards financing the
development of the Kola Project as discussed further in section 15 (Project
Funding) of Appendix A of the Kola Project Optimised DFS update announcement
dated 27 February 2025, those arrangements are currently non-binding and
therefore there is currently no certainty that the Company will be able to
raise the funds required to develop the Kola Project, or if funding is
available, the terms of such funding.

Shareholders and investors should be aware that there is no certainty that
Kore Potash will be able to raise the required funding when needed and it is
possible that such funding may only be available on terms that may be highly
dilutive or otherwise adversely affect Kore Potash shareholders' exposure to
the Kola Project economics. Whilst the Company has made progress towards
financing the development of the Kola Project as discussed above, those
arrangements are currently non-binding and therefore there is currently no
certainty that the Company will be able to raise the funds required to develop
the Kola Project, or if funding is available.

Forward-Looking Statements

This announcement 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. There are a number of risks, both specific
to Kore Potash, and of a general nature, which may affect the future operating
and financial performance of Kore Potash, and the value of an investment in
Kore Potash including and not limited to title risk, renewal risk, economic
conditions, stock market fluctuations, commodity demand and price movements,
timing of access to infrastructure, environmental risks, regulatory risks,
operational risks, reliance on key personnel, Ore Reserve estimations, local
communities risks, foreign currency fluctuations, and mining development,
construction and commissioning risks.

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 announcement 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.

Summary information

Kore Potash plc has prepared this announcement. This document contains general
background information about Kore Potash plc current at the date of this
announcement. It does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, issue, subscribe for, sell or otherwise
dispose of any securities, nor any solicitation of any offer to purchase,
otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any
securities. The announcement is in summary form and does not purport to be
all-inclusive or complete. It should be read in conjunction with the Company's
other periodic and continuous disclosure announcements, which are available to
view on the Company's website https://korepotash.com
(https://url.avanan.click/v2/___https:/korepotash.com___.YXAxZTpzaG9yZWNhcDphOm86YzY3MjYwZjM3ZTBhZmRkMjMzMDFiZDRiODYxOWUwNTc6NjpjOWVkOmI1ZjkwYmVhZmE4MTlmNDE0OTViNTQ2OTJjZDI3OWUyYjE1ZTBhZDBhOWMxM2MwNmJkYmFiNjFhOTdjNDdjZmQ6cDpUOk4)
.

The announcement, publication or distribution of this announcement in certain
jurisdictions may be restricted by law, and therefore, persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.

Not financial advice

This document is for information purposes only and is not financial product or
investment advice, nor a recommendation to acquire securities in Kore Potash
plc. It has been prepared without considering the objectives, financial
situation or needs of individuals. Before making any investment decision,
prospective investors should consider the appropriateness of the information
having regard to their own objectives, financial situation and needs and seek
legal and taxation advice appropriate to their jurisdiction.

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.

 

This announcement has been approved for release by the Board.

 

 

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

 

 Kore Potash                               Tel: +44 (0) 20 3963 1776

 Andre Baya - CEO
 Andrey Maruta - CFO

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

 Charlie Bouverat

 Grant Barker

 Shore Capital - Joint Broker              Tel: +44 (0) 20 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

 

 

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