30 January 2025

Kore Potash Plc

("Kore Potash" or "the Company")

Review of Operations for the Quarter ended 31 December 2024

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"), provides its quarterly update for the period ended 31 December 2024 (the "Quarter").

Quarterly Highlights

Projects

·    Engineering, Procurement and Construction contract ("EPC" or the "Contract") for the Kola Project with PowerChina International Group Limited ("PowerChina" or the "Contractor") was signed in Brazzaville in the presence of the RoC Minister of Mines and Geology on 19 November 2024.

Corporate

·   Lodgement of the cleansing prospectus on 22 November 2024 to remove any on-sale restrictions in relation to the shares to be issued pursuant to the Company's US$0.9 million placement.

·    Successful completion of c.US$0.9 million fundraise announced on 26 November 2024.

·    As of 31 December 2024, the Company held US$1.34 million in cash.

Operational Activities

Kola EPC

The EPC for the Kola Project with PowerChina was signed in Brazzaville in the presence of the RoC Minister of Mines and Geology on 19 November 2024.

The EPC is a fixed price contract worth US$1.929 billion. This fixed price is of significant benefit to the Company as it minimises the risk of cost overruns for the Company. The EPC also includes provisions for penalties in the event of delayed completion and non-compliance to performance metrics.

The EPC remains subject to Financial Close.

Entry into the EPC reaffirms the board of directors' strategy for Kore Potash to become one of the lowest cost producers globally for the Brazilian agricultural market and high growth African markets.

Kola Financing

As announced on 6 April 2021, a non-binding memorandum of understanding was signed with the Summit Consortium ("Summit" or "Summit Consortium") to arrange the full financing required for the construction of the Kola Project ("Summit MoU").

The Company confirms the Summit Consortium is not a related party of the Company.

In line with this memorandum of understanding, following the signing of the EPC, Summit is expected to deliver a non-binding financing term sheet within three months. This term sheet will be subject to the completion of detailed and definitive legal documentation.

The Company confirms its confidence in the Summit Consortium as a financier for the construction of the Kola Project. This confidence is based on the Company having worked with the Summit Consortium for the past 10 years and their track record in assisting with financing for Kore Potash including sourcing the approximately US$40 million equity investment provided by the Oman Investment Authority ("OIA") and Sociedad Quimica y Minera de Chile S.A. ("SQM") in 2016. OIA and SQM are among top three largest shareholders of the Company who together hold 27.58% in the issued share capital of the Company.

The material terms of the Summit MoU were set out in the 6 April 2021 announcement and are reaffirmed as follows:

·    The Summit MoU outlines a roadmap to optimise the capital design to fully finance and construct Kola via a mix of debt and royalty financing.

·    Under the proposed financing arrangements, the RoC Government will retain their 10% shareholding in Kola.

·    Under Summit's proposed financing structure, the Company will not contribute to the capital needed to build the Kola Project and will retain a 90% equity interest in Kola.

The Company retains the right not to accept any finance proposal presented by Summit and there is no guarantee that any proposal or legally binding agreement will be forthcoming. The Company provides no assurance to shareholders that the Summit Consortium will provide the financing required on terms which are acceptable to the Company. If the Summit Consortium does not provide an acceptable financing package leading to binding legal documents, the Company will need to explore other debt, equity and structured finance alternatives having regard to the prevailing capital market conditions.

The Company expects any financing provided by the Summit Consortium to be subject to the Summit Consortium being granted full security over the Kola Project, however (as noted above) the full terms of any financing proposal from the Summit Consortium (including any security package) will be subject to further discussions.

The Summit Consortium is currently expected to deliver this finance proposal by the end of February 2025.

Further details about the financing arrangements will be notified to the market in accordance with the Company's continuous disclosure obligations.

Congo Government Relations

In August 2023, the RoC State Minister of Mines and Geology (the "Minister"), H.E. Mr Pierre Oba, pledged written support for Kore Potash's projects despite some unmet deadlines, reaffirming the validity of the Company's mining titles and agreements; reiterating RoC Government support. One month later, the Minister visited the Kola Project, where the Company held a ceremony to mark development progress and the start of work by SEPCO Electric Power Construction Corporation ("SEPCO"). PowerChina is SEPCO's parent company.

Thereafter, RoC government engagement was continual and positive. On 24 February 2024, David Hathorn and Warren Thompson visited RoC and updated the Minister on EPC progress.  Two months later, the newly appointed CEO, André Baya, met with the Minister in Brazzaville to keep him informed about further progress.

At all times and without exception, the Minister expressed support and enjoined Kore Potash to continue diligently. He was regularly informed of negotiation meetings with PowerChina in Beijing and Dubai.  Finally, on 19 November 2024, the EPC construction contract was signed between Kore Potash and PowerChina in Brazzaville in the presence of a large and supportive delegation from the RoC Ministry of Mines & Geology. During his speech, Summit Consortium reassured the audience that the next step was well underway and that the financing process would result in a finance proposal by the end of February 2025.

DX Potash Project

At present, the Company remains focused on completing the financing of Kola and moving forward to construction of Kola as soon as possible. The Company is also exploring what strategic options are available for the DX project.

Corporate

On 22 November 2024, the Company issued a cleansing prospectus for the offer of up to 500 CHESS Depositary Interests ("CDIs") in the capital of the Company at an issue price of AUD 0.0543 per CDI to raise up to AUD 27.15 (before expenses). This cleansing prospectus had been prepared primarily for the purpose of section 708A(11) of the Australian Corporations Act 2001 (Cth) to remove any on-sale restrictions in relation to the shares to be issued pursuant to the Company's US$900,000 placement announced on 6 November 2024.

On 26 November 2024, the Company successfully completed a c.US$0.9 million fundraise via the issue of 25,441,268 new ordinary shares of US$0.001 each in the Company with existing and new shareholders at a price of 2.76 pence per share.

As at 31 December 2024, the Company held US$1.34 million in cash.

There were no mining production or construction activities during the Quarter.

Quarterly cashflow report

In accordance with the ASX Listing Rules, the Company will also lodge its cashflow report for the Quarter today.

The Company invested US$553,000 in exploration in the Quarter, which comprised US$550,000 related to the Kola Study and US$3,000 for the DX DFS Study. The Company ended the Quarter with c.US$1.34 million in cash.

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:

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.

Under the existing Mining Convention, the RoC Government is entitled to 10% ownership in the Kola and DX Projects. The transfer of this 10% awaits instructions from the Government and the Mineral Resources and Ore Reserves are shown below in gross and 90% attributable bases. 

Table 1: Schedule of mining tenements (Republic of Congo)