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REG - Kropz PLC - Unaudited Results for Six Months end 30 Sept 2025

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RNS Number : 0087M  Kropz PLC  18 December 2025

 

18 December 2025

 

 

Kropz plc ("Kropz", the "Company") and its subsidiaries (the "Group")

Unaudited Results for the Six Months ended 30 September 2025

 

 

Kropz plc (AIM: KRPZ), an emerging African phosphate developer and producer,
is pleased to announce its unaudited results for the six months ended 30
September 2025.

 

The financial report is available online at the Company's website
www.kropz.com (http://www.kropz.com) .

 

FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

Operational highlights

 

The Group recorded revenue of US$ 15.4 million for the six months ended 30
September 2025. Throughout the six months, Elandsfontein continued operating
in trial production while ramping up production.

 

The production ramp-up has been delayed due to the need to re-engineer
components of the fines flotation circuit based on actual particle size
distribution (PSD) observed in the orebody. Mining and processing have also
been affected by early, unpredicted ore variability which led to
implementation of more complex mining processes and challenged by limited
operator experience in these changing conditions. Kropz Elandsfontein is
assessing the hard bank and other challenging ore variants identified with
high phosphate content within the ore body, to select the appropriate method
of mining and processing to extract phosphate. This includes the need to
assess the current Milling and Crushing unit.

 

In order to address the fine flotation challenges and the PSD shift observed
in the ore body, the mine has partnered with a flotation equipment supplier
and installed a new flotation cell ("Turbocell") with specific performance
guarantees. The Turbocell has been installed in the period under review and
has yielded good results.

 

Production throughput is also being limited by the excessive amount of slimes
(ultra fine) material encountered in the ore deposit.  Kropz Elandsfontein
has invested in new equipment ("centrifuge unit") to improve its ability to
handle the high quantities of slimes material which is yielding positive
results.

 

Although the centrifuge unit described above, was primarily installed to
de-bottleneck throughput capacity and to provide relief in the tailings
handling circuit it has unlocked an additional revenue stream, this being
Nanophos.

 

Kropz Elandsfontein has identified an additional value opportunity within the
ore body through the production of "Nanophos," a sub 38-micron phosphate
product that has historically been underutilised. Various additional projects
are being investigated to explore even more opportunities that had not
previously been taken into consideration .

 

Nanophos had previously been considered a waste stream; however, with minimal
processing cost it can also be granulated and positioned as a more attractive
marketable product together with the ungranulated product that is currently
being sold. The granulation provides additional higher sales value per tonne
and opportunities to grow Nanophos, a previously disregarded fraction of the
ore body and broaden the Company's product offering. The first Nanophos sales
of $0.3 million were recognised during the period under review.

 

A particular challenging ore variant called "Pink Ore" found within the ore
deposit, is receiving major ongoing focus. The "Pink Ore" wash plant project
was launched during the previous financial year and was successfully
commissioned and aims to address some of the challenges that "Pink Ore"
presents to the processing of the ore through the existing plant. Initial
results show that the wash plant has had positive results and improved
production yield.

 

Management is intently focused on addressing the various challenges.

 

The Elandsfontein mine is still in its trial production phase and further
challenges may rise as it progresses towards full production.

 

The Company adheres to strict health and safety standards and international
best practices. The safety of the Company's employees and other stakeholders
remains a key focus point of management. Kropz continues to give back to local
communities through various projects.

 

Key financial indicators

 

·   Elandsfontein recognised trial revenue during the six month period under
review. In total, Elandsfontein achieved total sales of US$ 15.4 million for
the six months ended 30 September 2025 (six months ended 30 September 2024:
US$ 14.1 million). Sales volumes are below expectations due to the lack of
available stock on hand. Production has been negatively impacted by continued
ore variability, fine flotation challenges, an excessive amount of slimes and
lower than expected production yields. Yield has notably improved in recent
months.

·      As the Company is still ramping up to steady-state production, a
gross loss has been recognised in the period of US$ 7.4 million (six months
ended 30 September 2024: US$ 6.4 million). The loss was largely due to
Elandsfontein having to discount its sales prices as a new market entrant and
to consider lower grades being achieved as part of the ramp-up process,
coupled with higher production costs per tonne. With Elandsfontein operating
below planned production levels operational costs per tonne remain elevated.

·      Property, plant, equipment and exploration assets carrying value
is US$ 144 million as at 30 September 2025 (31 March 2025: US$ 133 million).

·      Cash at 30 September 2025 of US$ 3.5 million (31 March 2025:
US$ 3.0 million);

·      Inventory at 30 September 2025 of US$ 9.5 million (31 March 2025:
US$ 6.1 million);

·      Shareholder loans and derivatives at 30 September 2025 of
US$ 80.1 million (31 March 2025: US$ 64 million).

·      Trade and other payables at 30 September 2025 of US$ 14.5
million (31 March 2025: US$ 11.7 million).

· On 25 April 2025, Kropz Elandsfontein and ARC Fund ("ARC") agreed to a
ZAR 130 million (approximately US$ 6.7 million) loan facility (the "Loan")
to meet cash requirements at Kropz Elandsfontein. Interest is payable on the
Loan at the South African prime overdraft interest rate plus 6%, nominal per
annum and compounded monthly. The Loan is repayable on the earlier of a date
as agreed between the Parties or on demand from ARC, on no less than 15
business days' notice. There is no fixed term. The Loan has been fully drawn.

· On 14 July 2025, Kropz Elandsfontein and ARC Fund ("ARC") agreed to a
ZAR 200 million (approximately US$ 11.4 million) loan facility (the
"Second Loan") to meet cash requirements at Kropz Elandsfontein. Interest is
payable on the Second Loan at the South African prime overdraft interest rate
plus 6%, nominal per annum and compounded monthly. The Second Loan is
repayable on the earlier of a date as agreed between the Parties or on demand
from ARC, on no less than 15 business days' notice. There is no fixed term.
The Second Loan has been fully drawn.

 

Key corporate and operational developments during the period

 

 

Elandsfontein

 

·       Bulk shipments and trial sales have been recorded with a total
of 128,708 tonnes of phosphate concentrate sales over the six months ending 30
September 2025 from Elandsfontein. Elandsfontein, however, achieved lower
sales prices compared to the prevailing market price. As a new entrant in the
market, in order to gain market share Elandsfontein was required to offer
discounted pricing to market participants. Furthermore, Elandsfontein produced
lower grade phosphate product as part of its ramp-up operations, which also
impacted the sales price. Elandsfontein is aiming to achieve better prices
going forward in the market as both quality and market reputation improves.

·       Sales volumes are below expectations due to the lack of
available stock on hand. Production has been negatively impacted by continued
ore variability, fine flotation challenges, an excessive amount of slimes and
lower than expected production yields.

·       As announced on 19 March 2025, a lawsuit has been lodged by the
World Wildlife Fund South Africa ("WWF-SA") against South Africa's Ministry
of Forestry, Fisheries and Environment ("DFFE") over its decision to dismiss
appeals against an environmental offset exemption granted to the Elandsfontein
mine, which is owned by the Company. Kropz Elandsfontein intends to oppose
the WWF-SA motion as the third Respondent and is taking legal advice
regarding the matter.

 

Hinda

 

·       The Company is still in the process of identifying potential
funding solutions for the development of Hinda.

·       Engagement is ongoing with local government regarding project
development and progress.

·       A reduced-sized project is being assessed to propose a
fit-for-purpose low capex project to prove the concept of producing phosphate
concentrate in the Congo and exporting it.

·      The Company is also engaging with possible suppliers and third
parties to investigate possible efficiencies and capital expenditure
reductions in the proposed feasibility study.

 

Key developments post the period end

 

 

Elandsfontein

 

·     Post period end, Elandsfontein achieved a new record production of
35,565 tonnes for the month of November 2025. Production of 64,925 tonnes of
phosphate concentrate and sales of 71,500 tonnes of phosphate concentrate
were recognised occurred during October 2025 to November 2025 amounting to
US$8.0 million. A further sale of 38,500 tonnes was loaded during the first
half December 2025.

·      The Company's rock phosphate has been qualified at customers in
South Korea, Australia, New Zealand and Brazil at both single superphosphate
('SSP") and Phosphoric acid producers.

·      Kropz's core customer base was narrowed down to focus on South
Korea, Australia, New Zealand and Brazil, where the special properties of
Kropz Rock Phosphate (Low levels of: - Cadmium, - toxic metals, - moisture, -
odour and - CaO levels) are complementary to country rules dictating the final
product properties.

·      As Elandsfontein has yet to achieve break-even production levels
and production ramp up is still ongoing the Group may be dependent on future
fund raisings to meet any costs that cannot be met from existing cash
resources and sales revenue.

·  On 8 December 2025, Kropz Elandsfontein and ARC Fund ("ARC") agreed to
a ZAR 250 million (approximately US$ 14.4 million) loan facility (the
"Third Loan") to meet cash requirements at Kropz Elandsfontein. Interest is
payable on the Third Loan at the South African prime overdraft interest rate
plus 6%, nominal per annum and compounded monthly. The Third Loan is repayable
on the earlier of a date as agreed between the Parties or on demand from ARC,
on no less than 15 business days' notice. There is no fixed term. ZAR 150
million remains available to draw down on the Third Loan at the date of this
report.

 

Hinda

 

·      The reduced sized project continues to be assessed to propose a
fit-for-purpose low capex project to prove the concept of producing phosphate
concentrate in the Congo and exporting it. The update of the project
feasibility is ongoing. Cominco has engaged with two engineering firms and
local contractors.

·       The Company continues to invest in and prioritise ongoing
community projects.

 

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

 

For further information visit www.kropz.com (http://www.kropz.com) or contact:

 Kropz Plc                         Via Tavistock
 Louis Loubser (CEO)               +44 (0) 207 920 3150

 Grant Thornton UK LLP             Nominated Adviser
 Samantha Harrison                 +44 (0) 20 7383 5100

 Harrison Clarke

 Ciara Donnelly

 Hannam & Partners                 Broker
 Andrew Chubb                      +44 (0) 20 7907 8500

 Tavistock                         Financial PR & IR (UK)
 Nick Elwes                        +44 (0) 207 920 3150

 Jos Simson                        kropz@tavistock.co.uk

 R&A Strategic Communications      PR (South Africa)
 Charmane Russell                  +27 (0) 11 880 3924

 Marion Brower                     charmane@rasc.co.za

                                   marion@rasc.co.za

 

About Kropz plc

 

Kropz is an emerging African phosphate developer and producer with phosphate
projects in South Africa and the Republic of Congo ("RoC"). The vision of the
Group is to become a leading independent phosphate rock producer and to
develop into an integrated, mine-to-market plant nutrient company focusing on
sub-Saharan Africa.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30
SEPTEMBER 2025

                                                                  30 September  31 March

                                                                  2025          2025

                                                                  Unaudited     Audited

                                                          Notes   US$'000       US$'000
 Non-current assets
 Property, plant, equipment and mine development          7       96,590        89,382
 Exploration assets                                       8       47,497        43,589
 Other financial assets                                           2,140         1,937
 Inventories                                                      2,376         1,957
                                                                  148,603       136,865
 Current assets
 Inventories                                                      7,162         4,139
 Trade and other receivables                                      3,028         1,665
 Cash and cash equivalents                                        3,453         2,989
                                                                  13,643        8,793
                                                                  162,246       145,658

 TOTAL ASSETS

 Current liabilities
 Trade and other payables                                         14,518        11,655
 Shareholder loans and derivatives                        9       80,112        64,028
 Other financial liabilities                              10      500           471
 Current taxation liabilities                                     -             31
                                                                  95,130        76,185
 Non-current liabilities
 Provisions                                                       1,529         1,324
                                                                  1,529         1,324
                                                                  96,659        77,509

 TOTAL LIABILITIES

 NET ASSETS                                                       65,587        68,149

 Shareholders' equity
 Share capital                                                    2,053         2,053
 Share premium                                                    204,890       204,890
 Merger reserve                                                   (20,517)      (20,517)
 Foreign exchange translation reserve                             (12,082)      (14,380)
 Share-based payment reserve                                      -             -
 Accumulated losses                                               (101,959)     (99,469)
                                                                  72,385        72,577

 Total equity attributable to the owners of the Company
 Non-controlling interests                                        (6,798)       (4,428)
                                                                  65,587        68,149

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

                                                                         Six months ended  Six months ended

                                                                         30 September      30 September
                                                                         2025              2024

                                                                         Unaudited         Unaudited

                                                                 Notes   US$'000           US$'000

 Revenue                                                         11      15,435            14,130
 Cost of Sales                                                           (22,824)          (20,569)
 Gross loss                                                              (7,389)           (6,439)

 Other income                                                            13                33

 Selling and distribution expenses                                       (2,520)           (2,052)
 Operating expenses                                                      (2,790)           (2,661)

 Operating loss                                                          (12,686)          (11,119)

 Finance income                                                  12      120               129
 Finance expense                                                 13      (6,984)           (8,462)
 Fair value gain / (loss) from derivative liability              14      13,322            (2,597)

 Loss before taxation                                                    (6,228)           (22,049)

 Taxation                                                        15      85                595

 Loss for the period                                                     (6,143)           (21,454)

 Loss attributable to:
 Owners of the Company                                                   (2,490)           (17,201)
 Non-controlling interests                                               (3,653)           (4,253)
                                                                         (6,143)           (21,454)

 Other comprehensive income:
 Items that may be subsequently reclassified to profit or loss:
 Exchange differences on translating foreign operations                  3,581             (2,730)

 Total comprehensive loss                                                (2,562)           (24,184)

 Loss attributable to:
 Owners of the Company                                                   (192)             (18,903)
 Non-controlling interests                                               (2,370)           (5,281)
                                                                         (2,562)           (24,184)

 Loss per share attributable to owners of the Company:
 Basic and diluted (US cents)                                    16      (0.16)            (1.86)

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

CONDENSED INTERM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

                                                 Share     Share premium  Merger    Foreign currency translation  Share-based payment reserve  Retained earnings                       Non-controlling interest  Total equity

                                                 capital                  reserve   reserve                                                                       Total attributable

                                                                                                                                                                  to owners
                                                 US$'000   US$'000        US$'000   US$'000                       US$'000                      US$'000            US$'000              US$'000                   US$'000
 Unaudited - Six months ended 30 September 2025
 Balance at 1 April 2025                         2,053     204,890        (20,517)  (14,380)                      -                            (99,469)           72,577               (4,428)                   68,149
 Total comprehensive loss for the period         -         -              -         2,298                         -                            (2,490)            (192)                (2,370)                   (2,562)

 Share based payment charges                     -         -              -         -                             -                            -                  -                    -                         -
 Transactions with owners                        -         -              -         2,298                         -                            (2,490)            (192)                (2,370)                   (2,562)
 Balance at 30 September 2025                    2,053     204,890        (20,517)  (12,082)                      -                            (101,959)          72,385               (6,798)                   65,587

 Audited - Six months ended 30 September 2024
 Balance at 1 April 2024                         1,212     194,063        (20,523)  (12,132)                      295                          (108,577)          54,338               (27,314)                  27,024
 Total comprehensive loss for the period         -         -              -         (1,702)                       -                            (17,201)           (18,903)             (5,281)                   (24,184)

 Share options exercised                         -                        -         -                             -                            -                  -                    -                         -
 Share based payment charges                     -         -              -         -                             21                           -                  21                   -                         21
 Transactions with owners                        -         -              -         (1,702)                       21                           (17,201)           (18,882)             (5,281)                   (24,163)
 Balance at 30 September 2024                    1,212     194,063        (20,523)  (13,834)                      316                          (125,778)          35,456               (32,595)                  2,861

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

                                                           Six months ended  Six months ended

                                                           30 September      30 September
                                                           2025              2024

                                                           Unaudited         Unaudited

                                                           US$'000           US$'000
 Cash flows from operating activities
 Loss before taxation                                      (6,228)           (22,049)
 Adjustments for:
 Depreciation of property, plant and equipment             404               395
 Share-based payment                                       -                 12
 Interest income                                           (120)             (129)
 Interest expense                                          8,461             11,996
 Fair value (gain) / loss from derivative liability        (13,322)          2,597
 Debt Modification Present value adjustment                -                 (105)
 Foreign currency exchange differences                     (785)             (2,895)
 Fair value (gain) / loss on game animals                  (23)              32
 Operating cash flows before working capital changes       (11,613)          (10,146)
 (Increase) / decrease in trade and other receivables      (1,214)           4,418
 Increase in inventories                                   (2,913)           (2,179)
 Increase in payables                                      1,981             3,493
 Net cash flows used in operating activities               (13,759)          (4,414)

 Cash flows used in investing activities
 Purchase of property, plant and equipment                 (2,696)           (1,532)
 Exploration and evaluation expenditure                    (105)             (89)
 Other financial assets                                    (78)              (56)
 Interest received                                         1209              129
 Net cash flows used in investing activities               (2,759)           (1,548)

 Cash flows from financing activities
 Finance cost paid                                         (24)              (366)
 Shareholder loan received                                 16,700            13,690
 Repayment of other financial liabilities                  -                 (7,564)
 Net cash flows from financing activities                  16,676            5,760
                                                           (158)             (202)

 Net decrease in cash and cash equivalents
 Cash and cash equivalents at beginning of the period      2,989             968
 Foreign currency exchange gains on cash                   306               264
 Cash and cash equivalents at end of the period            3,453             1,030

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

 

1.       General information

 

Kropz and its subsidiaries (together "the Group") is an emerging plant
nutrient producer with an advanced stage phosphate mining project in South
Africa, Elandsfontein, and a phosphate project in the RoC, Hinda. The
principal activity of the Company is that of a holding company for the Group,
as well as performing all administrative, corporate finance, strategic and
governance functions of the Group and providing services to Group companies.

 

The Company was incorporated on 10 January 2018 and is a public limited
company, with its ordinary shares admitted to the AIM Market of the London
Stock Exchange on 30 November 2018 trading under the symbol, "KRPZ". The
Company is domiciled in England and incorporated and registered in England and
Wales. The address of its registered office is 35 Verulam Road, Hitchin, SG5
1QE. The registered number of the Company is 11143400.

 

2.       Basis of preparation

 

These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting and the AIM rules and in
accordance with the accounting policies of the consolidated financial
statements for the period ended 31 March 2025. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2025 annual report. The
statutory financial statements for the period ended 31 March 2025 were
prepared in accordance with UK adopted international accounting standards and
the Companies Act 2006 applicable to companies reporting under the
International Financial Reporting Standards ("IFRS").

 

The interim consolidated financial statements have been prepared under the
historical cost convention unless otherwise stated in the accounting policies.
They are presented in United States Dollars, the presentation currency of the
Group and figures have been rounded to the nearest thousand.

 

The interim financial information is unaudited and does not constitute
statutory accounts as defined in the Companies Act 2006.

 

The interim financial information was approved and authorised for issue by the
Board of Directors on 19 December 2025.

 

3.       Going concern

 

During the six month interim period ended 30 September 2025, the Group
incurred a loss of US$ 6.1 million (12 months ended 31 March 2025: Loss of
US$ 7.9 million) and experienced net cash outflows from operating activities.
Cash and cash equivalents totalled US$ 3.5 million as at 30 September 2025
(31 March 2025: US$ 3.0 million).

 

Elandsfontein is currently the Group's only operating asset and source of
revenue. As Elandsfontein is still ramping up its operations and has yet to
achieve break-even production levels, an operating loss is also expected in
the year following the date of these accounts. Although the Elandsfontein
production levels are expected to increase over the next 12 months, there
remains a risk that these improvements could be delayed or not result in
sufficient increases in production levels to achieve break even. As such, the
Group may consequently be dependent on future fundraisings to meet any
production costs, overheads, future development and exploration requirements
that cannot be met from existing cash resources and sales revenue.

 

The Group announced on 3 September 2024, a restructuring of its debt
obligations ("Restructuring") and a fundraising. As a result of the
Restructuring, Kropz Elandsfontein (Pty) Ltd and Kropz Elandsfontein Land
Holdings (Pty) Ltd (the "Elandsfontein Subsidiaries") extinguished their debt
obligations to ARC through a combination of new issuances of equity and
convertible debt instruments. Kropz has a convertible debt of £105.4 million
(including accumulated interest) outstanding with ARC, being the aggregate of
a new Convertible Loan Note ("CLN") issued as part of the restructuring and
existing equity facilities (the "Existing Equity Facilities"). Additionally,
Kropz completed a capital raise of £8.9 million from ARC and other
shareholders before expenses through the issue of new ordinary shares at an
issue price of 1.387 pence per new ordinary share in the capital of the
Company (the "Fundraising"). The issue price represented a discount of
approximately 5 per cent to the 30-day volume weighted average share price per
existing ordinary share to 23 August 2024. In aggregate 643,873,018 new
ordinary shares were allotted and issued pursuant to the Fundraising. Both the
Restructuring and Fundraising were concluded during the year ended 31 March
2025.

 

Operational cash flows

 

No impairment reversal or impairment has been recognised as at 30 September
2025.

 

The going concern assessment was performed using the Group's 12-month cash
flow forecast. The Group's going concern assessment and forecast cash flows
are largely driven by Elandsfontein, as the Group's only operating asset.
Elandsfontein's forecast cashflows are based on its latest mine plan.

 

Elandsfontein's forecast cashflows were estimated using market-based commodity
prices, exchange rate assumptions, estimated quantities of recoverable
minerals, production levels, operating costs and capital requirements over a
12-month period. The going concern assessment only considered Elandsfontein's
resources defined as "measured" and "indicated" per the MRE. The resource
classified as "inferred" was not considered part of the mine plan for purposes
of the going concern assessment. However, it is expected that as mining and
drilling activities progress, progressively more of the total resource will be
reclassified from inferred to measured and indicated.

 

The critical estimates in the forecast cashflows expected to be generated can
be summarised as follows:

·    Phosphate rock prices and grade;

·    Phosphate recoveries;

·    Operating costs;

·    Foreign exchange rates;

 

The going concern assessment and forecast cashflows are highly sensitive to
these estimates.

 

Phosphate rock prices and grade: Forecast phosphate rock prices are based on
management's estimates of quality of production and selling price and are
derived from forward price curves and long-term views of global supply and
demand in a changing environment, particularly with respect to climate risk,
building on past experience of the industry and consistent with external
sources.

 

In total Elandsfontein managed to achieve trial production sales totalling US$
15.4 million during the interim period (Period ended 31 March 2025: US$ 37.2
million). Since 30 September 2025 and up to 30 November 2025 an additional US$
8.0 million sales have been made.

 

Kropz is and remains a new entrant to the phosphate market and has to date
sold its shipments at a discount to prevailing market prices. The discount was
taken into account in the going concern testing models. The discount is,
however, expected to unwind as Elandsfontein builds its reputation,
establishes itself in the global market and improves its production quality
and stability. As modifications are planned and efficiency improvements are
implemented at Elandsfontein, Elandsfontein should see a gradual improvement
in both grade and quality, some of which have already materialised.

 

Phosphate recoveries: Estimated production volumes are based on detailed LOM
plans of the measured and indicated resource as defined in the MRE and take
into account development plans for the mine agreed upon by management as part
of the long-term planning process. Production volumes are dependent on a
number of variables, such as the recoverable quantities; the production
profile; the cost of the development of the infrastructure necessary to
extract the reserves; the production costs; the contractual duration of mining
rights; and the selling price of the commodities extracted.

 

Estimated production volumes are subject to significant uncertainty given the
ongoing ramp-up. The production ramp-up has been delayed largely by the need
to re-engineer parts of the fine flotation circuit proposed by the vendor.
Mining and processing have also been affected by early unpredicted ore
variability and lack of operator experience. The Company is in the process of
assessing the hard bank and pink ore material to identify the appropriate
method of mining and processing to improve production yield. Production
throughput is also being limited by the nature of slimes material and the
Company has invested in new equipment to seek to overcome this and aims to
increase production throughput.

 

Reserves and resources: The LOM plan includes only the measured and indicated
resources as defined in the MRE which represents only around 9 years of
forecast production. The Directors believe that the inferred resources in the
MRE are capable of being accessed giving a mine life of around 12 years, but
this has not been taken into account in the cashflows.

 

Exchange rates: Foreign exchange rates are estimated with reference to
external market forecasts. The assumed long-term US dollar/ZAR exchange rate
is based on a consensus for the period to year 2028. Future years' exchange
rates were estimated using the prevailing inflation and interest rate
differential between USD and ZAR.

 

Operating cost: Operating costs are estimated with reference to contractual
and actual current costs adjusted for inflation. Key operating cost estimates
are mine and plant operating costs and transportation and port costs. The
forecast mine and plant costs were based on the contracted rates with the
current mine and plant operators. Production cost per tonne currently is
higher than sales price per tonne as full production has not been reached to
date, leading to a gross loss per tonne. The forecast assumes that as
production volumes increase the average production cost per tonne of phosphate
will decrease with economies of scale and further efficiency gains.

 

Mine and plant operating costs: The forecast mine and plant costs were based
on the contracted rates with the current mine and plant operators.

 

Port costs: The Group has a draft port access agreement with Transnet for
Saldanha port but this has not yet been signed. The Group has paid guest port
charges (the higher rates were used in the forecast) for Saldanha for the
shipments to date.

 

Funding

The Group is dependent on future fundraisings to meet production costs,
overheads, future development and exploration requirements that cannot be met
from existing cash resources and sales revenue alone.

 

The ARC Fund, on various occasions in the past, provided funding to support
the Group's operations. During the period ending 30 September 2025, Kropz
Elandsfontein and ARC Fund ("ARC") agreed to ZAR 330
million (approximately US$ 18.1 million) bridge loan facilities. Subsequent
to the period ending, Kropz Elandsfontein and ARC Fund agreed to a further ZAR
250 million (approximately US$ 14.4 million) bridge loan facility.

 

Management has successfully raised money in the past from its supportive major
shareholder, but there is no guarantee that any additional funds that might be
required will be available if needed in the future. Management have also
obtained confirmation from the ARC fund that they do not intend to recall
their loans within 12 months from the date of this report.

 

Going concern basis

Based on the Group's current available reserves, recent operational
performance, forecast production and sales coupled with Management's track
record to successfully raise additional funds as and when required, to meet
its working capital and capital expenditure requirements and the ARC Fund
stating that the loans due will not be recalled within 12 months from the
interim financial statements, the Board have concluded that they have a
reasonable expectation that the Group will continue in operational existence
for the foreseeable future and at least for a period of 12 months from the
date of approval of these interim financial statements.

 

For these reasons, the interim financial statements have been prepared on the
going concern basis, which contemplates the continuity of normal business
activities and the realisation of assets and discharge of liabilities in the
normal course of business.

 

As there can be no guarantee that any additional funding that might be
required can be raised in the necessary timeframe, a material uncertainty
exists that may cast significant doubt on the Group's ability to continue as a
going concern and therefore it may be unable to realise its assets and
discharge its liabilities in the normal course of business.

 

The interim financial statements do not include adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts
and classification of liabilities that might be necessary should the Group not
continue as a going concern.

 

4.      Significant accounting policies

 

The Company has applied the same accounting policies, presentation, methods of
computation, significant judgements and the key sources of estimation
uncertainties in its interim consolidated financial statements as in its
audited financial statements for the year ended 31 March 2025.

 

(i)       New standards, interpretations and amendments adopted from 1
April 2025

 

The following new standards and amendments are effective for the period
beginning on or after 1 January 2025:

 

·      Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rate: Lack of Exchangeability

 

The Group has considered the above new standards and amendments and has
concluded that they are either not relevant to the Group or they do not have a
significant impact on the Group's interim financial statements.

 

(ii)         New standards, interpretations and amendments not yet
effective

 

At the date of authorisation of these consolidated Group financial statements,
the following standards and interpretations, which have not been applied in
these financial statements, were in issue but not yet effective. Management is
currently assessing the impact of these new standards on the Group.

 

                                                                               Effective annual periods beginning before or after
 Amendments to the Measurement and Classification of Financial Instruments     1(st) January 2026
 (Amendments to IFRS 9 Financial Instruments and IFRS 7)
 Contracts Referencing Nature-Dependent Electricity (Amendments to IFRS 9 and  1(st) January 2026
 IFRS 7)
 IFRS 18 Presentation and Disclosure in Financial Statements                   1(st) January 2027
 IFRS 19 Subsidiaries without Public Accountability: Disclosures               1st January 2027

 

 

 

5.       Production start date

 

The Group assesses the stage of each mine under development/construction to
determine when a mine moves into the production phase, this being when the
mine is substantially complete and ready for its intended use. The criteria
used to assess the start date are determined based on the unique nature of the
mine development. The Group considers various relevant criteria to assess when
the production phase is considered to have commenced. At this point, all
related amounts are reclassified from "trial production" to "steady state
production".

 

Some of the criteria used to identify the production start date include, but
are not limited to:

•     The percentage grade (phosphate concentrate) and volume of ore being
mined is sufficiently economic and consistent with the plant design
specifications;

•     Ability to produce phosphate in saleable form (within
specifications); and

•     Ability to sustain ongoing production of phosphate.

 

When the mine moves into the steady state production, the capitalisation of
certain mine development costs ceases and costs are either regarded as forming
part of the cost of inventory or expensed, except for the costs that qualify
for capitalisation relating to mining asset additions or improvements, or
mineable reserve development. It is also at this point that
depreciation/amortisation commences. Refer to Note 7.

 

6.      Segmental information

 

Operating segments

The Board of Directors consider that the Group has one operating segment,
being that of phosphate mining and exploration. Accordingly, all revenues,
operating results, assets and liabilities are allocated to this activity.

 

Geographical segments

The Group operates in two principal geographical areas - South Africa and the
RoC.

 

The Group's revenues and non-current assets by location of assets are detailed
below.

 

 Six months to 30 September 2025                 Non-Current Assets

                                      Revenues   US$'000

                                      US$'000

 South Africa                         15,435     100,901
 Republic of Congo                    -          47,702
                                      15,435     148,603

 

 Twelve months to 31 March 2025                 Non-Current Assets

                                     Revenues   US$'000

                                     US$'000

 South Africa                        37,211     93,061
 Republic of Congo                   -          43,804
                                     37,211     136,865

 

7.      Tangible assets - Property, plant, equipment and mine development

 

                                           30 Sep   30 Sep                        30 Sep          31 Mar 2025  31 Mar                        31 Mar

                                           2025     2025                          2025                         2025                          2025
                                           Cost     Accumulated                   Carrying value  Cost         Accumulated                   Carrying value

                                                    depreciation and impairment                                depreciation and impairment
                                           US$'000  US$'000                       US$'000         US$'000      US$'000                       US$'000
 Buildings and infrastructure
 Land                                      1,397    (615)                         782             1,315        (615)                         700
 Buildings                                          (4,438)                       5,904           9,731        (4,115)                       5,616

                                           10,342
 Capitalised road costs                    7,491    (6,141)                       1,350           7,050        (5,526)                       1,524
 Capitalised electrical sub-station costs  3,250    (2,623)                       627             3,059        (2,358)                       701

 Machinery, plant and equipment
 Critical spare parts                      2,692    (842)                         1,850           1,874        (782)                         1,092
 Plant and machinery                       98,506   (40,374)                      58,132          91,337       (37,514)                      53,823
 Water treatment plant                     3,761    (1,361)                       2,400           3,540        (1,265)                       2,275
 Furniture and fittings                    62       (49)                          13              54           (44)                          10
 Geological equipment                      78       (69)                          9               73           (61)                          12
 Office equipment                          145      (139)                         6               134          (128)                         6
 Other fixed assets                        535      (1)                           534             1            (1)                           -
 Motor vehicles                            287      (158)                         129             255          (140)                         115
 Computer equipment                        153      (143)                         10              138          (130)                         8

 Mine development                          19,543   (7,987)                       11,556          18,307       (7,406)                       10,901

 Stripping activity costs                  22,520   (9,463)                       13,057          21,194       (8,790)                       12,404

 Game animals                              231      -                             231             195          -                             195

 Total                                     170,993  (74,403)                      96,590          158,257      (68,875)                      89,382

 

Reconciliation of property, plant, equipment and mine development - Period
ended 30 September 2025

                                           Opening   Additions  Fair value gain  Deprecia-tion charge  Foreign exchange loss  Closing balance

                                           Balance   US$'000    US$'000          US$'000               US$'000                US$'000

                                           US$'000
 Buildings and infrastructure
 Land                                      700       -          -                -                     82                     782
 Buildings                                 5,616     -          -                (19)                  307                    5,904
 Capitalised road costs                    1,524     -          -                (240)                 66                     1,350
 Capitalised electrical sub-station costs  701       -          -                (104)                 30                     627

 Machinery, plant and equipment
 Critical spare parts                      1,092     674        -                -                     84                     1,850
 Plant and machinery                       53,823    1,392      -                (6)                   2,923                  58,132
 Water treatment plant                     2,275     -          -                -                     125                    2,400
 Furniture and fittings                    10        4          -                (2)                   1                      13
 Geological equipment                      12        -          -                (4)                   1                      9
 Office equipment                          6         1          -                (1)                   -                      6
 Other fixed assets                        -         513        -                -                     21                     534
 Motor vehicles                            115       28         -                (24)                  10                     129
 Computer equipment                        8         4          -                (4)                   2                      10

 Mine development                          10,901    86         -                -                     569                    11,556

 Stripping activity costs                  12,404    -          -                -                     653                    13,057

 Game animals                              195       -          23               -                     13                     231

 Total                                     89,382    2,702      23               (404)                 4,887                  96,590

 

Reconciliation of property, plant, equipment and mine development - Year ended
31 March 2025

 

                                           Opening     Additions  Disposals                                      Depreciation charge  Foreign exchange loss  Closing balance

                                           Balance     US$'000    US$'000    Fair value gain/ (loss)   Impair-   US$'000              US$'000                US$'000

                                           US$'000                           US$'000                   ment

                                                                                                       US$'000
 Buildings and infrastructure
 Land                                      663         -          -          -                         -         -                    37                     700
 Buildings                                 5,430       84         -          -                         -         (32)                 134                    5,616
 Capitalised road costs                    1,947       -          -          -                         -         (473)                50                     1,524
 Capitalised electrical sub-station costs  883         -          -          -                         -         (205)                23                     701

 Machinery, plant and equipment
 Critical spare parts                         1,069    -          (3)                 -                -         -                    26                        1,092
 Plant and machinery                         50,594    2,042      (7)        -                         -         (11)                 1,205                    53,823
 Water treatment plant                     1,719       517        -          -                         -         -                    39                     2,275
 Furniture and fittings                    11          2          -          -                         -         (3)                  -                      10
 Geological equipment                      19          -          -          -                         -         (7)                  -                      12
 Office equipment                          5           3          -          -                         -         (2)                  -                      6
 Other fixed assets                        -           -          -          -                         -         -                    -                      -
 Motor vehicles                            159         -          -          -                         -         (44)                 -                      115
 Computer equipment                        17          4          -          -                         -         (13)                 -                      8

 Mine development                          10,614      38         -          -                         -         -                    249                    10,901

 Stripping activity costs                  12,044      71         -          -                         -         -                    289                    12,404

 Game animals                              237         -          -          (49)                      -         -                    7                      195

 Total                                     85,411      2,761      (10)       (49)                      -         (790)                2,059                  89,382

 

 

8.      Intangible assets - exploration and evaluation costs

 

                                30 September  31 March

                                2025          2025

                                US$'000       US$'000
 Capitalised exploration costs
 Cost                           47,497        43,589
 Amortisation                   -             -
 Carrying value                 47,497        43,589

 

 

Reconciliation of exploration assets

                                 Opening   Additions              Foreign exchange Gain  Closing balance

                                 Balance   US$'000                US$'000                US$'000

                                 US$'000              Disposals

                                                      US$'000
 Period ended 30 September 2025
 Capitalised exploration costs   43,589    105        -           3,803                  47,497

 

Reconciliation of exploration assets

                                Opening   Additions              Foreign exchange loss  Closing balance

                                Balance   US$'000                US$'000                US$'000

                                US$'000              Disposals

                                                     US$'000
 Year ended 31 March 2025
 Capitalised exploration costs  43,172    298        -           119                    43,589

 

The costs of mineral resources acquired and associated exploration and
evaluation costs are not subject to amortisation until they are included in
the life-of-the-mine plan and production has commenced.

 

Where assets are dedicated to a mine, the useful lives are subject to the
lesser of the asset category's useful life and the life of the mine, unless
those assets are readily transferable to another productive mine. In
accordance with the requirements of IFRS 6, the Board of Directors assessed
whether there were any indicators of impairment. No indicators were
identified.

 

9.      Shareholder loans and derivative liability

 

                                  30 September  31 March

                                  2025          2025

                                  US$'000       US$'000
 Demand Loan facility - ARC Fund  18,112        -
 Convertible debt - ARC Fund      49,083        38,754
 Derivative liability             12,917        25,274
                                  80,112        64,028

 

 Maturity
 Non-current  -       -
 Current      80,112  64,028
 Total        80,112  64,028

 

Demand Loan facility - ARC Fund

The loans are unsecured, repayable on the earlier of a date as agreed between
the Parties or on demand, and interest accruing at SA prime overdraft rate
plus 6%.

 

Convertible debt - ARC Fund

On 20 October 2021, the Company entered into a new convertible equity facility
of up to ZAR 200 million ("ZAR 200 Million Equity Facility") with ARC, the
Company's major shareholder. Interest is payable at 14% nominal, compounded
monthly. At any time during the term of the ZAR 200 Million Equity Facility,
repayment of the ZAR 200 Million Equity Facility capital amount will, at the
election of ARC, either be in the form of the conversion into ordinary shares
of 0.1 pence each ("Ordinary Shares") in the Company and issued to ARC, at a
conversion price of 4.5058 pence per Ordinary Share each, representing the
30-day Volume Weighted Average Price ("VWAP") on 21 September 2021, and at
fixed exchange rate of GBP 1 = ZAR 20.24 ("Conversion"), or payable in cash by
the Company at the end of the term of the ZAR 200 Million Equity Facility
which is 16 October 2027.  The Company made a drawdown of ZAR 90 million of
the ZAR 200 Million Equity Facility on 26 October 2021 and a further ZAR 37
million on 9 December 2021.  Two further draw downs were made in 2022, one
on 25 March 2022 for ZAR 40 million and ZAR 33 million on 26 April 2022. The
ZAR 200 Million Equity Facility is fully drawn at the date of this report.

 

As announced on 11 May 2022, the Company entered into a new conditional
convertible equity facility of up to ZAR 177 million ("ZAR 177 Million Equity
Facility") with ARC.  Interest is payable at 14% nominal, compounded monthly.
At any time during the term of the ZAR 177 Million Equity Facility, repayment
of the ZAR 177 Million Equity Facility capital amount will, at the election of
ARC, either be in the form of the conversion into Ordinary Shares in the
Company and issued to ARC, at a conversion price of 9.256 pence per Ordinary
Share each, representing the 30-day Volume Weighted Average Price ("VWAP") on
4 May 2022, and at fixed exchange rate of ZAR 1 = GBP 0.0504 ("Conversion"),
or payable in cash by the Company at the end of the term of the ZAR 177
Million Equity Facility which is 16 October 2027.  The first drawdown on the
ZAR 177 Million Equity Facility occurred on 2 June 2022 for ZAR 103.5 million.
The second drawdown on the ZAR 177 Million Equity Facility was made on 7 July
2022 for ZAR 60 million. On 9 August 2022, a final drawdown on the ZAR 177
Million Equity Facility was made for ZAR 13.5 million. The ZAR 177 Million
Equity Facility is fully drawn at the date of this report.

 

As announced on 14 November 2022, the Company entered into a new conditional
convertible equity facility of up to ZAR 550 million ("ZAR 550 Million Equity
Facility") with ARC. Interest is payable at the South African prime overdraft
interest rate plus 6%, nominal per annum and compounded monthly. At any time
during the term of the ZAR 550 Million Equity Facility, repayment of the
ZAR 550 Million Equity Facility capital amount will, at the election of ARC,
either be in the form of the conversion into Ordinary Shares in the Company
and issued to ARC, at a conversion price of 4.579 pence per Ordinary Share
each, representing the 30-day Volume Weighted Average Price ("VWAP") on 21
October 2022 and at fixed exchange rate of ZAR 1 = GBP 0.048824
("Conversion"), or payable in cash by the Company at the end of the term of
the ZAR 550 Million Equity Facility which is 16 October 2027. The Company drew
down a further ZAR 107.5 million during the 15-month period and was fully
drawn at the date of this report .

 

The Company entered into a new conditional convertible equity facility of up
to ZAR 821 million ("ZAR 821 Million Equity Facility") with ARC on 17 October
2024. Interest is payable at the South African prime overdraft interest rate
plus 6%, nominal per annum and compounded monthly. At any time during the term
of the ZAR 821 Million Equity Facility, repayment of the ZAR 821 Million
Equity Facility capital amount will, at the election of ARC, either be in the
form of the conversion into Ordinary Shares in the Company and issued to ARC,
at a conversion price of 1.46 pence per Ordinary Share each, representing the
30-day Volume Weighted Average Price ("VWAP") on 23 August 2024 and at fixed
exchange rate of ZAR 1 = GBP 0.0427 ("Conversion"), or payable in cash by the
Company at the end of the term of the ZAR 821 Million Equity Facility which is
16 October 2029. The Company accessed the full loan on 17 October 2024 and it
has been fully drawn at the date of this report.

 

Derivative liability

It was determined that the conversion option embedded in the convertible debt
equity facility be accounted for separately as a derivative liability.
Although the amount to be settled is fixed in ZAR, when converted back to
Kropz's functional currency will result in a variable amount of cash based on
the exchange rate at the date of conversion. The value of the liability
component and the derivative conversion component were determined at the date
of draw down using a Monte Carlo simulation. The debt host liability was
bifurcated based on the determined value of the option.  Subsequently, the
embedded derivative liability is adjusted to reflect fair value at each period
end with changes in fair value recorded in profit and loss (refer to Note 19).

 

Fair value of shareholder loans

The carrying value of the loans approximates their fair value.

 

10.     Other financial liabilities

 

                        30 September  31 March

                        2025          2025

                        US$'000       US$'000
 Greenheart Foundation  500           471
 Total                  500           471

 

Greenheart Foundation

A loan has been made to the Group by Greenheart Foundation which is
interest-free and repayable on demand. Louis Loubser, a Director of Kropz plc,
is a Director of Greenheart Foundation.

 

Fair value of other financial liabilities

The carrying value of the loans approximate their fair value.

 

11.     Revenue

 

                                Six months ended  Six months ended

                                30 September       30 September

                                2025              2024

                                US$'000           US$'000
 Sales to region/country
 South Africa                   325               27
 Australia                      5,980             2,174
 Brazil                         -                 1
 New Zealand                    2,260             4,117
 South Korea                    6,870             7,811
                                15,435            14,130

 Timing of transfer of Goods
 Delivery to port of departure  15,435            14,130
                                15,435            14,130

 

All 2025 revenue from phosphate is trial revenue. All 2025 revenue from
phosphate is recognised at a point in time when control transfers.

 

12.     Finance income

 

                  Six months ended  Six months ended

                  30 September      30 September

                  2025              2024

                  US$'000           US$'000
 Interest income  120               129
 Total            120               129

 

13.     Finance expense

 

                                                                        Six months ended  Six months ended

                                                                        30 September      30 September

                                                                        2025              2024

                                                                        US$'000           US$'000
 Shareholder loans                                                      8,321             11,434
 Foreign exchange (gains) / losses                                      (1,478)           (3,429)
 Bank debt                                                              -                 356
 BNP Paribas - Debt modification present value adjustment amortisation  -                 (105)
 BNP Paribas amendment fee amortisation                                 -                 92
 Other                                                                  141               114
 Total                                                                  6,984             8,462

 

14.     Fair value gain / (loss) from derivative liability

 

                                                     Six months ended  Six months ended

                                                     30 September      30 September

                                                     2025              2024

                                                     US$'000           US$'000
 Fair value gain / (loss) from derivative liability  13,322            (2,597)
 Total                                               13,322            (2,597)

 

The Company has entered into four convertible equity facilities with the ARC
Fund. On 20 October 2021, the Company entered into the first a convertible
equity facility of up to ZAR 200 million ("ZAR 200 Million Equity Facility").
The second convertible equity facility was entered into on 11 May 2022 of up
to ZAR 177 million ("ZAR 177 Million Equity Facility"). On 14 November 2022,
the Company entered into its third conditional convertible equity facility of
up to ZAR 550 million ("ZAR 550 Million Equity Facility.") On 17 October
2024, the Company entered into its fourth conditional convertible equity
facility of up to ZAR 821 million ("ZAR 821 Million Equity Facility.") (refer
to Note 9).

 

 

15.     Taxation

 

 Major components of tax charge                   Six months ended  Six months ended

                                                  30 September      30 September

                                                  2025              2024

                                                  US$'000           US$'000
 Deferred
 Originating and reversing temporary differences  -                 -
 Current tax
 UK tax in respect of the prior period            85                595
 UK tax in respect of the current period          -                 -
 Total                                            85                595

 

The Group had losses for tax purposes of approximately US$ 131.3 million (30
September 2024: US$ 92.2 million) which, subject to agreement with taxation
authorities, are available to carry forward against future profits. A net
deferred tax asset arising from these losses has not been recognised as steady
state production has not been reached and therefore the reversal of any
potential deferred tax asset remains uncertain.

 

16.     Earnings per share

 

There are no dilutive amounts in issue. The calculations of basic and diluted
earnings per share have been based on the following loss attributable to
ordinary shareholders and the weighted average number of ordinary shares
outstanding:

 

                                                          Six months ended  Six months ended

                                                          30 September      30 September

                                                          2025              2024

                                                          US$'000           US$'000
 Loss attributable to ordinary shareholders               (2,490)           (17,201)
 Weighted average number of ordinary shares in Kropz plc  1,539,366,670     925,818,223

 Basic and diluted loss per share (US cents)              (0.16)            (1.86)

 

17.     Related party transactions

 

Details of share issues and shareholder and related party loans are explained
in Notes 9 and 10. The following transactions were carried out with related
parties:

 

Related party balances

Loan accounts - Owed to related parties

 

                                  30 September  31 March

                                  2025          2025

                                  US$'000       US$'000
 Shareholder loans - ARC Fund     -             -
 Demand Loan facility - ARC Fund  18,112        -
 Convertible debt - ARC Fund      49,083        38,754
 Derivative liability             12,917        25,274
 Greenheart Foundation            500           471
 Total                            80,612        64,499

 

Related party balances

Interest accrued to related parties

 

           Six months ended  Six months ended

           30 September      30 September

           2025              2024

           US$'000           US$'000
 ARC Fund  8,321             11,434
 Total     8,321             11,434

 

18.     Seasonality of the Group's business

 

There are no seasonal factors which materially affect the operations of any
company in the Group.

 

19.     Fair value

 

The following table compares the carrying amounts and fair values of the
Group's financial assets and financial liabilities as at 30 September 2025.

 

The Group considers that the carrying amount of the following financial assets
and financial liabilities are a reasonable approximation of their fair value:

·      Trade receivables;

·      Trade payables;

·      Restricted cash; and

·      Cash and cash equivalents.

 

                              As at 30 September 2025            As at 31 March 2025
                              Carrying amount  Fair              Carrying amount  Fair

                              US$'000          value             US$'000          value

                                               US$'000                            US$'000
 Financial Assets
 Other financial assets       2,140            2,140             1,937            1,937
 Total                        2,140            2,140             1,937            1,937

 Financial Liabilities
 Shareholder loans            67,195           67,195            38,754           38,754
 Derivative liability         12,917           12,917            25,274           25,274
 Other financial liabilities  500              500               471              471
 Total                        80,612           80,612            64,499           64,499

This note provides an update on the judgements and estimates made by the Group
in determining the fair values of the financial instruments.

 

(i)         Financial instruments Measured at Fair Value

The financial instruments recognised at fair value in the Statement of
Financial Position have been analysed and classified using a fair value
hierarchy reflecting the significance of the inputs used in making the
measurements.

 

(ii)         Fair value hierarchy

The fair value hierarchy consists of the following levels

•     Quoted prices in active markets for identical assets and
liabilities (Level 1);

•     Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices) (Level 2); and

•     Inputs for the asset and liability that are not based on
observable market date (unobservable inputs) (Level 3).

 

                       Level 1   Level 2   Level 3   Total

                       US$'000   US$'000   US$'000   US$'000

 30 September 2025
 Derivative liability  -         -         12,917    12,917

 31 March 2025
 Derivative liability  -         -         25,274    25,274

 

There were no transfers between levels for recurring fair value measurements
during the year.

 

(iii)        Reconciliation:  Level 3 fair value measurement

 

                                                Six months ended  Period ended

                                                30 September      31 March

                                                2025              2025

                                                US$'000           US$'000

 Derivative liability
 Opening balance                                (25,274)          (6,476)
 Fair value at initial recognition              -                 (45,652)
 Fair value gain recognised in profit and loss  13,322            27,277
 Foreign exchange                               (965)             (423)
 Closing balance                                (12,917)          (25,274)

 

(iv)        Valuation technique used to determine fair value

Derivative liability:

The fair value is calculated with reference to market rates using industry
valuation techniques and appropriate models from a third-party provider. The
Monte-Carlo model utilised includes a high level of complexity and the main
inputs are share price volatility, risk margin, foreign exchange volatility
and UK risk-free rate. A number of factors are considered in determining these
inputs, including assessing historical experience but also considering future
expectations. The determined fair value of the option is multiplied by the
number of shares available for issue pursuant to the ZAR 200 Million Equity
Facility, ZAR 177 Million Equity Facility and the ZAR 550 Million Equity
Facility ZAR 177 Million Equity Facility and the ZAR 821 Million Equity
Facility (refer to Note 9).

 

Valuation results (as at 30 September 2025)

                   Total loan amount  Value per  Number of      Total Value
 Facility          (ZAR)              share (p)  Shares         (GBP)
 ZAR200m facility  200,000,000        0.04       219,272,939    85,745
 ZAR177m facility  177,000,000        0.01       96,378,567     8.737
 ZAR550m facility  550,000,000        0.04       586,442,458    218,524
 ZAR821m facility  821,250,125        0.39       2,401,875,366  9,296,741
 Total                                           3,303,969,330  9,609,747

 

Sensitivity Valuation results (as at 30 September 2025) - Volatility

                                    Total Value
                                    (GBP) - 75%
                   Base volatility               historical
 Facility          assumption                    volatility
 ZAR200m facility  84.73%                        15,307
 ZAR177m facility  84.73%                        587
 ZAR550m facility  84.73%                        237,579
 ZAR821m facility  84.73%                        5,122,110
 Total                                           5,175,593

 

Sensitivity Valuation results (as at 30 September 2025) - Risk Margin

                                     Total Value  Total Value
                   Base risk margin  (GBP) - 7%   (GBP) - 3%
 Facility          assumption        risk margin  risk margin
 ZAR200m facility  5%                85,873       85,613
 ZAR177m facility  5%                8,753        8,721
 ZAR550m facility  5%                218,837      218,197
 ZAR821m facility  5%                9,334,771    9,256,263
 Total                               9,648,234    9,568,794

 

Sensitivity Valuation results (as at 30 September 2025) - FX volatility

                                       Total Value    Total Value
                   (GBP) - 20%         (GBP) - 10%
 Facility          Base FX volatility  FX volatility  FX volatility
 ZAR200m facility  13.78%              89,540         84,497
 ZAR177m facility  13.78%              9,393          8,636
 ZAR550m facility  13.78%              228,467        215,429
 ZAR821m facility  13.78%              9,307,994      9,298,297
 Total                                 9,635,394      9,606,758

 

Sensitivity Valuation results (as at 30 September 2025) - UK risk-free rate

                                            Total Value    Total Value
                    (GBP) - UK rf           (GBP) - UK rf
 Facility           Base UK risk-free rate  + 2%           -2%
 ZAR200m facility   4.7%                    91,245         80,429
 ZAR177m facility   4.7%                    9,546          7,963
 ZAR 550m facility  4.7%                    232,936        205,143
 ZAR 550m facility  4.7%                    9,606,045      8,985,176
 Total                                      9,939,772      9,278,710

 

20.     Events after the reporting period

 

Further shipments and sales of 33,000 tonnes of phosphate concentrate from
Kropz Elandsfontein were recorded in October 2025, 38,500 tonnes in November
and 38,500 tonnes in December.

 

As announced on 08 December 2025, Kropz Elandsfontein and ARC Fund ("ARC")
agreed to a ZAR 250 million (approximately US$ 14.4 million) bridge loan
facility (the "Third Loan") to meet immediate cash requirements at Kropz
Elandsfontein, ZAR 100 million have been drawn at the date of this report.

 

As announced on 26 February 2025, Teh Hong Eng Investments Holding
Limited ("THE") and Meridian Investment Group PTE. Limited ("Meridian") have
served Particulars of Claim in litigation in the English High Court to which
Kropz and its subsidiary company, Cominco, are defendants. Kropz
and Cominco have notified the court that they intend to fully defend the
litigation. The litigation relates to an alleged breach of THE's right of
first refusal to acquire Cominco shares at the time of Kropz's offer
to Cominco's shareholders in November 2018 which resulted in the
acquisition by Kropz of the entire issued and to be issued share capital
of Cominco. A legal stay with THE and Meridian in respect of the litigation
has been agreed and will expire on 31 March 2026.

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