Wrap Text
Purchase of a 0.46% interest in the share capital of Sintoukola Potash SA (“SPSA”)
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")
2 March 2026
Purchase of a 0.46% interest in the share capital of Sintoukola Potash SA ("SPSA") and conditional
right to acquire the remaining outstanding minority shares in SPSA
Kore Potash (ASX: KP2, AIM: KP2, JSE: KP2), the potash development company which indirectly owns
97% of the Kola Potash Project ("Kola" or the "Kola Project") and Dougou Extension Potash Project (the
DX Project") in the Sintoukola Basin, located in the Republic of Congo ("RoC"), announces the purchase
of a 0.46% interest in the share capital of SPSA and of the conditional right to acquire the remaining
interest in the Kola Project not owned by the Company.
Kore currently owns 97% of SPSA with the remaining 3% being held by Etablissements MGM ("MGM"),
a natural person registered in the RoC.
Under the terms of the agreement entered into on 1 March 2026 between Kore and MGM (the
"Agreement"):
• Kore will purchase such number of shares that represent 0.46% of the issued share capital of
SPSA from MGM for US$1 million in cash, which will be funded from Kore's existing cash
resources (Stage 1).
• Kore has also been granted the right to acquire MGM's remaining outstanding minority 2.54%
share interest in SPSA, (the "Remaining Shares").
This right is exercisable if an offer to acquire all of the issued and to be issued share capital of
the Company completes within 12 months of the date of the Agreement. For this purpose
'completes' mean a takeover offer (within the meaning of section 974 of the Companies Act
2006) becomes or is declared unconditional (as such term is used in the City Code on Takeovers
and Mergers (the "Code")) or a scheme of arrangement (as such term is defined in the Code)
becomes effective.
The consideration payable for the acquisition of the Remaining Shares by the Company will be
the issue of such number of Kore shares to MGM that will result in MGM holding, following
such issue, 2.54% of Kore Potash Plc on a fully diluted basis (the "Consideration Shares") (Stage
2).
Upon completion of both Stage 1 and Stage 2, Kore would hold a 100% interest in SPSA (subject to the
Government of RoC's right to 10% interest referred to below).
As previously announced there can be no certainty that any firm offer will be made as a result of the
formal sale process announced on 4 November 2025, nor as to the terms on which any offer might be
made.
The terms of the Agreement are aligned with the Company's strategy and would ensure that, in the
event Kore exercises its right to acquire the remaining 2.54% interest in SPSA, Kore is the sole owner
of the Kola Project. However as previously announced, under the existing Mining Convention, the RoC
Government is entitled to 10% ownership in the Kola Project and DX Project through the acquisition of
free carry interests of 10% in each of Kola Potash Mining SA and Dougou Potash Mining SA, the
respective owners of the Kola Project and DX Project. The Company is still awaiting formal instructions
from the RoC authorities as to the RoC Government-owned entity that will hold the Government's 10%
free carry stake. A formal reminder has been sent to that effect.
The Company notes that any issue of Consideration Shares contemplated under Stage 2 would be
made using the Company's existing share placement capacity as calculated at the time under ASX
listing rule 7.1. In the event that the Company does not have sufficient placement capacity at that time,
the issue will be subject to shareholder approval.
This announcement has been approved for release by the Board of Kore Potash.
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.
ENDS
For further information, please visit www.korepotash.com or contact:
Kore Potash Tel: +44 (0) 20 3733 2169
André Baya, CEO
Andrey Maruta, CFO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Nick Elwes
Emily Moss
SP Angel Corporate Finance – Nomad and Joint Broker Tel: +44 (0) 20 7470 0470
Ewan Leggat
Richard Morrison
Charlie Bouverat
Shore Capital – Joint Broker Tel: +44 (0) 20 7408 4050
Toby Gibbs
James Thomas
Questco Corporate Advisory – JSE Sponsor Tel: +27 (63) 482 3802
Doné Hattingh
Further information
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation
of any vote in any jurisdiction.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as Nominated Adviser, Financial Adviser and Broker exclusively
for Kore and no one else in connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement and will not be responsible
to anyone other than Kore for providing the protections afforded to clients of SP Angel, nor for providing
advice in relation to any matter referred to herein.
Shore Capital Stockbrokers Limited ("Shore Capital"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as Broker exclusively for Kore and no one else in
connection with the matters set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be responsible to anyone other than
Kore for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation
to any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in
issue, when the offer period commenced and when any offeror was first identified. You should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at
www.korepotash.com by no later than 12 noon (London time) on 2 March 2026. The content of the
website referred to in this announcement is not incorporated into and does not form part of this
announcement.
Tenement Details and Ownership
The Company is incorporated and registered in England and Wales and wholly owns Kore Potash Limited
of Australia. Kore Potash Limited has a 97% shareholding in Sintoukola Potash SA ("SPSA") in the RoC.
SPSA has 100% ownership of Kola Potash Mining SA ("KPM"). KPM has 100% ownership of the Kola Mining
Lease on which the Kola Deposit is situated. The Kola Deposit is located within the Kola Mining Lease.
SPSA is also the 100% owner of the Dougou Mining Lease. The Dougou Mining lease hosts the Dougou
Deposit and the DX Deposit.
Date: 02-03-2026 07:10:00
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.
Sharenet Sites 
