To view the PDF file, sign up for a MySharenet subscription.

KORE POTASH PLC - Non-Binding Term Sheets for US$2.2 billion signed

Release Date: 10/06/2025 10:15
Code(s): KP2     PDF:  
Wrap Text
Non-Binding Term Sheets for US$2.2 billion signed

Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code: KP2
ISIN: GB00BYP2QJ94
CDI ISIN: AU000000KP25
("Kore Potash" or the "Company")

10 June 2025

                     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         Price A Price A - 25%
                                                 High        Doubled    Discount
 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.

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 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

Date: 10-06-2025 10:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.