Kore Potash PLC - Review of Operations - Quarter ended 30 June 2025

31 July 2025

Kore Potash Plc

("Kore Potash" or "the Company")

Review of Operations for the Quarter ended 30 June 2025

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 30 June 2025 (the "Quarter").

Quarterly Highlights

Projects

·    On 28 April 2025, the Company announced that it has received the draft financing proposal and associated draft non-binding term sheets ("Term Sheets") for the Kola Project, from the Summit Consortium ("Consortium").

·    Further to the announcement dated 28 April 2025 on 10 June 2025, the Company also announced that it signed Term Sheets for availing the total funding requirement for the Kola Project with OWI-RAMS GMBH ("OWI-RAMS"). OWI-RAMS is part of the Consortium.

Corporate

·    On 2 April 2025, the Company announced that David Hathorn conditionally subscribed for new Ordinary Shares ("new Ordinary Shares") at a price of 1.7 pence per share for a total consideration of US$0.5 million (c.£0.38 million). The conditional subscription was subject to shareholder approval which was gained at the Company's Annual General Meeting ("AGM") held on 11 June 2025.

·    On 22 April 2025, the Company conditionally granted options over 6,000,000 new Ordinary Shares to the Company's Non-Executive Directors. Conditional grant of options was subject to shareholder approval which was again gained at the AGM held on 11 June 2025.

·    The Company held its AGM on 11 June 2025.

·    As of 30 June 2025, the Company held c.US$3.49 million in cash.

Operational Activities

Kola Financing

On 10 June 2025, the Company announced that it signed Term Sheets for availing the total funding requirement for the Kola Project with 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), which as at 31 March 2025 had assets under management of approximately US$100 bn. 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 ("EPC") 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.

The immediate focus is now on addressing the key steps to financial close; the first step being technical support for the construction phase with the Request for Proposals sent out and currently evaluating those which have been received. Further details of this are provided in the Early Works section below. The second step will be negotiating an operator contract's proposal on a cost plus basis.

KOLA PROJECT

Environmental and Social Impact Assessment ("ESIA")

During the Quarter, the Company started the update of the 2018 ESIA which had already been approved by the Congolese Ministry of Mines for a period of 25 years. The rationale behind this update is linked to location changes introduced by PowerChina in their Optimised design concerning the accommodation camp and processing plant.

Furthermore, the existing Relocation Action Plan ("RAP") requires an update, since not only has there been an impact due to the above-mentioned changes but, since baseline data for social studies are only valid for three years, the approved study needs to be refreshed.

The RAP is, inter alia, the source of information for the Declaration of Public Utility ("DUP") (Déclaration d'Utilité Publique), the legal instrument required for expropriation and compensation.  As a result, there will be a new DUP requested from the ROC Government which shall list all updated Project Affected Persons ("PAPs") and detail all impacted areas. The PAPs shall, in due course, be compensated for their loss of ownership or livelihood. The RAP update process has been entrusted to Synergy, a French company specialized in this kind of study.

Field work is progressing smoothly for both ESIA and RAP.  

Congo Government Relations

Since the EPC contract signature in November 2024, the relationship with the Congolese Ministry of Mines has been excellent. At their request, Kore Potash was among the sponsors for capacity building when our South African team supported the logistics of the Ministry's participation to the Indaba Mining conference 2025 in Cape Town.  

The Company kept the ROC authorities informed regarding progress of the financing process and were encouraged by the positive responses that followed the announcement of the signature of the Term Sheet.

Whilst Kore Potash's ROC headquarters are situated in the port city of Pointe Noire, the ROC Minister of Mines requested Sintoukola Potash S.A., the Congolese subsidiary of Kore Potash Plc, sets up an office in Loango, the capital of the province of Kouilou where the Company's mine is situated. The Company has purchased a plot of land in this small town to abide by the ministerial request and build a secondary office.  Presently under construction, the new office shall be used for local recruitment, community relations and liaison with provincial authorities.

More recently, the Company was invited by the ROC Minister of Mines to participate in various events in Brazzaville. Among others, Kore Potash participated in meetings with Italian investors and ROC Ministerial workshop about the extension of the Congolese railway for use by mining companies. Even if not directly related to the Company's core business, this displayed the trust and cordial relationship that the Company maintains with the ROC State Authorities.

Early Works

During the Quarter, PowerChina has been busy identifying subcontractors for various works to be carried out prior to financial close. Various quotations were received, and the successful tenderers shall be on site as from August. The EPC contractor also participated in an ESIA workshop held in Paris to ensure full adherence to the Environment & Social Management Plan ("ESMP") to be scrupulously applied during construction.

PowerChina has identified a marine surveying company for the sea drilling activities required in the context of jetty construction. Due to seasonal constraints, their work can only be done in October and November.

During the Quarter, UMS, a UK-based engineering firm, was appointed as the Owners' agent for the shaft and underground mining Front End Engineering Design ("FEED") due to be completed before financial close as the very first phase of construction concerns the mine site and shaft. It is expected that most of the engineering work shall occur during the second half of the year.

A Request for Proposals regarding the Owners Project Team was sent to a few industry specialists who had been shortlisted for that purpose. One offer seems reasonably conceived and priced and Kore Potash plans to clarify certain aspects before moving forward over the coming months.

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 studying some strategic options which are available for the DX (Dougou Extension) project.

Corporate

On 2 April 2025, the Company announced that further to the announcement dated 21 March 2025, David Hathorn conditionally subscribed for new Ordinary Shares at a price of 1.7 pence per share for a total consideration of US$0.5 million (c.£0.38 million). Participation was deemed as a related party transaction and accordingly required relevant shareholder approvals which was gained at the AGM held on 11 June 2025.

On 22 April 2025, the Company conditionally granted options over 6,000,000 new Ordinary Shares to the Company's Non-Executive Directors. Conditional grant of options was subject to shareholder approval which was again gained at the AGM held on 11 June 2025.

The Company held its Annual General Meeting on 11 June 2025.

As at 30 June 2025, the Company held c.US$3.49 million in cash.

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

In accordance with ASX Listing Rule 3.14, the Company advises that effective from 1 August 2025 its registered office and principal place of business in Australia will change to Level 4, 88 William Street, Perth, Western Australia 6000.  All other contact details remain the same.

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$6,089,000 in exploration in the Quarter, which comprised US$6,086,000 related to the Kola Study and US$3,000 for the DX DFS Study. The Company ended the Quarter with c.US$3.49 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)