Kore Potash, the potash development company which indirectly owns 97% of the Kola Potash Project and Dougou Extension Potash Project (DX Project) in the Sintoukola Basin, located in the Republic of Congo (RoC), has purchased 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 company registered in the RoC.
Under the terms of the agreement entered into on 1 March 2026 between Kore and MGM (the Agreement):
- Kore Potash 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.