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Commencement of Formal Sale Process and Update on Financing
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")
4 November 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE
FORMAL SALE PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Commencement of Formal Sale Process and Update on Financing
Kore Potash Plc (AIM: KP2, ASX: KP2, JSE: KP2, A2X: KP2) provides the following update on its financing
(including current requirements and funding options being explored) and the launch of a Formal Sale
Process.
As highlighted in the announcement by the Company on 10 June 2025 regarding the non-binding term
sheet entered related to the project financing for the Kola Project, a high priority for Kore is the need
to find a suitable contract operator solution and a strategic partner with appropriate potash mining
and processing experience. Given this need, Kore commenced discussion with some potash industry
players.
Formal Sale Process
The search for a suitable contract operator and strategic partner has led to certain of these potash
industry players exploring the opportunity to acquire an equity stake in Kore. Consequently, the
Company has undertaken a review of all available options, including a possible sale of the Company,
and has commenced a formal sale process (as referred to in Note 2 on Rule 2.6 of the Code) (the
"Formal Sale Process"). The Formal Sale Process will enable the Board and its advisers to engage more
widely with potentially interested parties, with a view to optimising the outcome for Kore's
shareholders, and to do so within an orderly framework. It remains possible that, following the Formal
Sale Process, the Board may conclude that Kore and its stakeholders would be best served by
alternative strategic options available to the Company, including by Kore continuing to trade on AIM,
the ASX and JSE as an independent entity.
Kore confirms that it has received approaches from two parties, each of which is in the early stages of
evaluating the possible acquisition of the entire issued, and to be issued, share capital of the Company.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Code such that any interested party participating in the Formal Sale Process will not be
required to be publicly identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the Formal Sale
Process. Each of the interested parties referred to above has confirmed that it will participate in the
Formal Sale Process.
Whilst non-binding indicative expressions of interest have been received from each of the parties
referred to above, these are at a preliminary stage.
The Board has appointed SP Angel Corporate Finance LLP ("SP Angel") as Sole Financial Adviser and
Rule 3 Adviser with respect to the Formal Sale Process and any offer for the Company that may be
forthcoming.
Parties interested in submitting any expression of interest or other proposal relating to any strategic
option for the Company, should contact SP Angel via the contact details given below.
It is currently expected that any party interested in submitting any form of proposal for consideration
within the Formal Sale Process will, at the appropriate time, be required to enter into a non-disclosure
agreement and standstill arrangement with the Company on terms satisfactory to the Board and on
the same terms, in all material respects, as other interested parties before being permitted to
participate in the process. The Company then intends to provide such interested parties with certain
information on its business, following which any interested parties will be invited to submit their
proposals to SP Angel. The Company will update the market in due course regarding the timetable for
the Formal Sale Process.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate the
process at any time and in such cases will make an announcement as appropriate. The Board also
reserves the right to reject any approach or terminate discussions with any interested party at any
time (without liability to any person).
Shareholders are advised that this announcement does not represent a firm intention by any party to
make an offer under Rule 2.7 of the Code and there can be no certainty that any offers will be made
as a result of the Formal Sale Process, that any sale, strategic investment or other transaction will be
concluded, nor as to the terms on which any offer, strategic investment or other transaction may be
made.
Following this announcement, the Company is now considered to be in an "Offer period" as defined
in the Code, and the dealing disclosure requirements set out below will apply.
Further announcements will be made as appropriate.
Financing
As previously notified by the Company on 21 March 2025, the Company anticipated requiring further
funding by the end of October 2025 and will require funding no later than November 2025.
In addition to the short-term funding requirement referred to above, as part of a review of funding
options currently being explored, the directors of Kore are considering possible sources of funding,
including equity and debt, to fund the construction of the Project, should a possible sale of the
Company not occur. The Company will continue discussions with the proposed financiers, as well as
other potential new equity and debt providers, pending the conclusion of the review and Formal Sale
Process.
The person responsible for the release of the announcement is Andrey Maruta.
JSE Disclosure
Shareholders on the JSE are advised that the full impact of any potential transaction, if concluded,
may have a material effect on the price of the Company's shares. Accordingly, shareholders on the JSE
are advised to exercise caution when dealing in the Company's shares until full disclosure regarding
any finalised, agreed and executed transaction is made.
For further information, please visit www.korepotash.com or contact:
Kore Potash Plc Tel: +44 (0) 20 3963 1776
Andre Baya, CEO
Andrey Maruta, CFO
SP Angel – Rule 3 Adviser, Nomad and Joint Broker Tel: +44 (0) 20 7470 0470
Ewan Leggat
Richard Morrison
Charlie Bouverat
Shore Capital - Joint Broker Tel: +44 (0) 0 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
The Company's LEI is: 213800NWX7EHG4UVC107.
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 5 November 2025. The content
of the website referred to in this announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 3 November 2025, Kore
confirms that it had in issue 4,856,249,499 ordinary shares of USD0.001 each ("Ordinary Shares"),
each Ordinary Share carrying one vote. Accordingly, the total number of voting rights in the Company
is 4,856,249,499, none of which are currently held in treasury. The International Securities
Identification Number ("ISIN") for the Company's Ordinary Shares on AIM is GB00BYP2QJ94.
Market Abuse Regulation
The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014
together with its supporting regulations, which are part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented ('MAR'). Upon the publication of this
announcement via a Regulatory Information Service ('RIS'), this inside information is now considered
to be in the public domain.
Date: 04-11-2025 09:30:00
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