Kore Potash
Annual Report 2020

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KORE POTASH PLC ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020 CONTENTS CORPORATE DIRECTORY GLOSSARY REVIEW OF OPERATIONS AND STRATEGIC REPORT DIRECTORS’ REPORT CORPORATE GOVERNANCE REPORT STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME STATEMENTS OF FINANCIAL POSITION STATEMENTS OF CHANGES IN EQUITY STATEMENTS OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS ASX ADDITIONAL INFORMATION (UNAUDITED) 3 4 7 23 34 79 80 81 83 84 124 2 CORPORATE DIRECTORY COMPANY REGISTRATION NUMBER United Kingdom 10933682 NON-EXECUTIVE CHAIRMAN David Hathorn CHIEF EXECUTIVE OFFICER Brad Sampson JOINT COMPANY SECRETARY Henko Vos St James’s Corporate Services Limited PRINCIPAL & REGISTERED OFFICE (UK) 25 Moorgate, London, United Kingdom EC2R 6AY Telephone: +44 (0) 20 7131 4000 SHARE REGISTRY (UK) Computershare Investor Services Plc The Pavilions, Bridgwater Road Bristol BS99 6ZZ United Kingdom SHARE REGISTRY (JOHANNESBURG) Computershare Investor Services (Pty) Ltd Rosebank Towers,15 Biermann Avenue Rosebank 2196 South Africa JSE SPONSOR Questco Corporate Advisory Proprietary Limited 1st Floor, Yellowwood House, Ballywoods Office Park 33 Ballyclare Drive, Bryanston, 2191 South Africa SECURITIES EXCHANGE LISTINGS London Stock Exchange (AIM) Australian Securities Exchange (ASX) Johannesburg Stock Exchange (JSE) AIM, ASX and JSE Codes: KP2 ISIN: GB00BYP2QJ94 NON-EXECUTIVE DIRECTORS Jonathan Trollip Timothy Keating David Netherway José Antonio Merino (resigned with effect from 20 November 2020 Trinidad Reyes Perez (appointed with effect from 20 November 2020) AUSTRALIAN OFFICE Level 3, 88 William Street, Perth WA 6000 SINTOUKOLA POTASH S.A 24 Avenue Charles de Gaulle Immeuble Atlantic Palace BP 662 Pointe Noire République du Congo Telephone: +242 222 9419 SHARE REGISTRY (AUSTRALIA) Computershare Investor Services Pty Ltd Level 11, 172 St George’s Terrace Perth WA 6000 NOMINATED ADVISER AND BROKER ON AIM Canaccord Genuity Limited 88 Wood Street London EC2V 7QR United Kingdom AUDITORS BDO LLP United Kingdom 55 Baker St. London, W1U 7EU WEBSITE https://www.korepotash.com/ 3 GLOSSARY Stands For / Meaning Definition and/or Additional Information Acronym / Term $ Denotes USD or United States dollars. The official currency of the United States of America and its territories, as well as being the functional and presentation currency of the Company and the Group. The UK corporate governance code that came into effect on 1 January 2018 and applies to accounting reference periods commencing on and after 1 January 2019. The mandatory yearly gathering of the Company’s interested shareholders. The latest AGM was held on 26 June 2020. AIM (formerly the Alternative Investment Market) is a sub- market of the LSE. The ASX is Australia's primary securities exchange. The official currency of the Commonwealth of Australia. As listed on page 23 of the Annual Report. Carnallitite may be replaced by the word Carnallite for simplicity. CDIs are instruments traded on the ASX that allow non- Australian companies to list their shares on the exchange and use the exchange’s settlement systems. In the Company’s case, one CDI is equivalent to one share traded on the AIM market or on the JSE. "Cost and Freight" means that the seller must pay the costs and freight necessary to bring the goods to the named port of destination but the risk of loss of or damage to the goods, as well as any additional costs due to events occurring after the time the goods have been delivered on board the vessel is transferred from the seller to the buyer when the goods pass the ship's rail in the port of shipment. Kore Potash PLC is public company incorporated and registered in England and Wales (registered number 10933682). A DFS is an evaluation of a proposed mining project to determine whether the mineral resource can be mined economically. The Dougou Project (including the Dougou Extension Project) is part of the Sintoukola Potash Project. DPM is one of the subsidiaries of SPSA. A DUP, or, translated as a “declaration of public utility”, is a formal recognition in RoC law that a proposed project has public benefits. The Dougou Extension Sylvinite solution mining project 2018 UK Code 2018 UK Corporate Governance Code AGM Annual General Meeting AIM AIM ASX AUD Board Carnallitite CDIs CEO CFO CFR Australian Securities Exchange Australian dollars The board of directors of Kore Potash plc A rock type comprised predominantly of the potash mineral Carnallite (KMgCl3·6H2O) and halite (NaCl). CHESS Depositary Interests Chief Executive Officer Chief Financial Officer Cost and Freight Company Kore Potash PLC COO CRU DFS Chief Operating Officer Commodity Research Unit Definitive Feasibility Study Dougou Denotes the Dougou Project DPM DUP Dougou Potash Mining S.A. Déclaration d'Utilité Publique DX EBITDA Dougou Extension Earnings Before Interest, Taxes, Depreciation and Amortization 4 GLOSSARY (CONT) Stands For / Meaning Definition and/or Additional Information Acronym / Term EPC Engineering, Procurement and Construction for all the activities A particular form of contracting arrangement used in some industries where the EPC contractor is made responsible from design, procurement, construction, commissioning and handover of the project to the end-user or owner. As opposed to EPC where the Contractor is responsible for the construction directly, not only the management of it. A process for predicting and assessing the potential environmental and social impacts of a proposed project, evaluating alternatives and designing appropriate mitigation, management and monitoring measures. The FC is a consortium of engineering companies who undertook the DFS on the Kola Project. The FC consists of TechnipFMC, VINCI Construction Grands Projects, Egis and Louis Dreyfus Armateur. The official currency of the United Kingdom. A list of the controlled entities within the Group is on page 99 under Note 8. Low insoluble content is considered advantageous. JORC is sponsored by the Australian mining industry and its professional organisations. The JORC Code is one of the most accepted standards for the reporting of a company's Mineral Resources and Ore Reserves. The securities exchange, licenced under the Financial Markets Act (No 19 of 2012), as amended from time to time, operated by JSE Limited. to those persons having authority and Refers responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The Kola Project is part of the Sintoukola Potash Project. See definition for “Company” above. KPM is one of the subsidiaries of SPSA. The LSE is the primary stock exchange in the United Kingdom. The mining convention governs the conditions of construction, operation and mine closure of the Kola and Dougou (including Dougou Extension) mining projects. The saleable comprising of a minimum 95% KCl. Non-Executive Director of Kore Potash plc NPV10 denotes the Net Present Value calculated at a 10% discount rate. form of potassium chloride (KCl), EPCM Engineering, Procurement and Construction Management ESIA Environmental and social impact assessment FC The French Consortium of Engineering Companies GBP Granular MoP Group British pound sterling The selling description for compacted MoP. Kore Potash plc and its controlled entities Insoluble material JORC Here refers to clays, organic material and other insoluble components of the Sylvinite. Australasian Joint Ore Reserves Committee JORC Code JSE KCI KMP for Reporting of The Australasian Code Exploration Results, Mineral Resources and Ore Reserves Johannesburg Stock Exchange Potassium Chloride Key Management Personnel Kola Kore Potash KPM LSE Denotes the Kola Project. Kore Potash plc Kola Potash Mining S.A. London Stock Exchange LTIP Mt Mining Convention Long Term Incentive Plan Million tonnes Denotes the mining convention signed by the Group and the government of RoC. MoP NED NPV Muriate of Potash Non-Executive Director Net Present Value 5 Acronym / Term OIA Potash RoC Rock-salt SBP Sintoukola Potash Project SJCS SoP SPSA SQM GLOSSARY (CONT) Stands For / Meaning Definition and/or Additional Information Oman Investment Authority (formerly The State General Reserve Fund of Oman) Refers to potassium compounds, especially those of potassium chloride (MoP) or sulphate (SoP) The Republic of Congo In this case, a rock comprised predominantly of the mineral halite (NaCl) Share-Based Payment(s) Denotes the large potash project operated by the Group through SPSA located in the Kouilou Province of the Republic of Congo. St James’s Corporate Services Limited Sulphate of Potash Sintoukola Potash S.A. Sociedad Quimica y Minera de Chile S.A. OIA is a sovereign wealth fund in Oman and is one of the Company’s substantial shareholders. Its investment in the Company is held in the name of Princess Aurora Company Pte. Refer to MoP and SoP for the definitions on the two main types of potash. The RoC is where the Group’s exploration activities are located. The Sintoukola Potash Project includes the Kola Project, the Dougou Project and the Dougou Extension Project (previously known as the Yangala Project). SJCS, together with Henko Vos, is the Company’s joint company secretary. Also called potassium sulphate, arcanite, or archaically known as potash of sulphur. SoP is the inorganic compound with formula K2SO4. It is a white water- soluble solid. It is commonly used in fertilizers, providing both potassium and a source of sulphur. SPSA is the Company’s 97%-owned subsidiary located in the RoC, owned through the Company. SQM is a New York listed Chilean lithium & potash company and is one of the Company’s substantial shareholders. Standard MoP The selling description for uncompacted MoP. Short Term Incentive Plan STIP A rock type comprised predominantly of the Sylvinite potash mineral sylvite (KCl) and halite (NaCl) United States dollars USD The official currency of the United States of America and its territories, as well as being the functional and presentation currency of the Company and the Group. 6 REVIEW OF OPERATIONS AND STRATEGIC REPORT FOR KORE POTASH AND THE GROUP The Board is pleased to present its review of Kore Potash PLC, the potash development company with 97%-ownership of the Kola and DX Potash Projects in the Sintoukola Basin. The Company is in the process of developing its globally significant potash deposits in the RoC, which are ideally located to supply the important Brazilian agricultural market and high growth African markets. The potash deposits are high grade, at shallow depth, and close to the coast with access to infrastructure. The Sintoukola Basin has district scale development potential with over 6 billion tonnes of potash mineral resources located 35 kilometres from the coast. Feeding the world’s growing population as arable land per capita declines requires increasing application of fertiliser. Potassium (from potash) is a key nutrient, essential for high quality and high yield food production to meet this need. As a result, the increasing demand for potash, as well the potential for the Company to be the lowest cost supplier of potash to Brazil and African markets, puts the Company in a good position to benefit from the positive macro-economic trends over the long term. PROJECT OVERVIEW The Sintoukola Basin comprises the Kola Sylvinite and Carnallite deposits, the Dougou Extension Sylvinite deposit and the Dougou Carnallite deposit. These deposits are all situated within the Kola and Dougou Mining Licences. The Sintoukola Basin also includes the Sintoukola 2 Exploration Licence. The Company did not carry out material amount of work on the Sintoukola 2, and the exploration permit has now expired at the end of February 2021, but the Company is considering reapplying for extension of the permit. The Sintoukola basin is located approximately 80 km to the north of the city of Pointe Noire which has a major port facility, and within 35 km of the Atlantic coast. The Group’s potash projects have the potential to be among the world’s lowest-cost potash producers and their location near the coast offers a transport cost advantage to global fertiliser markets. The Kola Sylvinite deposit has Mineral Resources of 848 million tonnes grading 34.8% KCl at an average depth of approximately 250 metres below surface. The results of the DFS were announced on 29 January 2019, which determined Proved and Probable Ore Reserves totalling at 152.4 Mt with an average grade of 32.5% KCl. The deposit is open laterally with an exploration target for the southward extension of Sylvinite announced on 21 November 2018. The Kola Carnallite deposit contains Mineral Resources of 2.049 billion tonnes grading 18.5% KCL The Dougou Extension Sylvinite deposit contains Mineral Resources of 145 Mt grading 39.7% KCl, hosted by two seams. The results of the PFS were announced on 13 May 2020, which determined Probable Ore Reserves of 17.7 Mt at a grade of 41.7% KCl. An updated PFS was announced on 9 November 2020 which included an Ore Production Target of 30,6Mt at a grade of 39% KCl. Dougou Extension is located 15 km southwest of Kola. The deposit is open laterally; an exploration target for the northward extension of Sylvinite was announced on 21 November 2018. The Dougou Carnallite deposit has Mineral Resources of 3.056 billion tonnes grading 20.7% KCl (at a depth of between 400 and 600 metres) hosted by 35-40 metres of carnallitite within 4 flat-lying seams. A scoping study was completed in February 2015. 7 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) SUMMARY OF KEY DEVELOPMENTS • The Company completed a Pre-Feasibility Study (PFS) on the 400 ktpa Dougou Extension (DX) Sylvinite solution mining project and released a summary of results on 13 May 2020. On 9 November 2020 The Company further updated DX PFS production target. This included the reporting of: o A Maiden Probable Sylvinite Ore Reserves 17.7 Mt at a grade of 41.7% KCl. o A revised Sylvinite Mineral Resource of 145 Mt at a grade of 39.7% KCl. o Attractive life-of-mine cost of sales, free on board (FOB) of approximately USD 86.61/t MoP o Mine life of approximately 30 years based on a production of 400 kt/year. o Estimated base case initial capital cost of approximately USD 286 million (real 2020) o Estimated 21-month construction period provides the company with near term production options o Base case real ungeared IRR of approximately 23.4% and base case post-tax ungeared NPV10 (real) of approximately USD 421 million on an attributable basis at life-of-mine average MoP price for granular product of USD 422/t o Average base case annual post construction, post-tax, free cash flow of approximately USD 95 million and approximately 4.3 years post-tax payback period from first production. o The PFS included the execution and interpretation of a 60-line km 2D seismic survey over the area that coincided with the Indicated Mineral Resource which incorporated into the PFS geological model. o The PFS also included the drilling and analysis of 2 new drill holes within the Inferred Mineral Resource boundary, this data was incorporated into the PFS geological model. Further details of the summary of the DX PFS are available on the Company’s website. • The Company raised USD 8 million to undertake the first phase of a Definitive Feasibility study (DFS) on the DX Sylvinite solution mining project through the placing and direct subscription of new ordinary shares in the Company which was approved by shareholders on 26 August 2020. • Work commenced on the DX DFS in September 2020. • Ms Trinidad Maris Reyes Perez joined the Board of the Company on 20 November 2020, replacing Mr Jose Antonio Merino as the nominee of Sociedad Quimica y Minera de Chine S.A. • On 14 December 2020, the Company reported receipt of correspondence received from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola Potash project. Since then, the Company continued to communicate constructively and openly with the Minister of Mines to ensure the parties remain fully engaged as Kore Potash progresses the development of its projects. • The Company released an announcement on 30 September 2020 with an update on the work commencing on the Phase 1 of the DFS for the DX Sylvinite solution mining project. This included the reporting of: o The work to complete Phase One of the DFS on Kore’s DX Project has commenced o A drilling programme consisting of the drilling and analysis of up to 5 new holes is planned to begin in October 2020 – these will improve confidence in the value of DX o Agapito Associates Inc (“Agapito”) have been appointed as the Competent Persons for both Mineral Resources (Mr Rick Baars) and Ore Reserves (Dr Michael Hardy) in line with JORC requirements. The appointment of these consultants covers the revision of the Mineral Resource estimate once the drilling has been completed, the design of the mine to a DFS level and the revision of the Ore Reserves on completion of the mine design. o Agapito will commence with the compressive strength testwork and have contracted with Institut Fur Gebirgsmechanick GmbH (IFG) in Germany to carry out the creep testwork. o SQM, a global scale lithium and potassium producer and one of Kore’s major shareholders, is providing technical support for key aspects of the DX DFS 8 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) SUMMARY OF FINANCIALS • During the year ended 31 December 2020, the Group’s Total Comprehensive Loss was USD 8.2 million (2019: USD 7.3 million) and the Group experienced net cash outflows from operating and investing activities of USD 9.3 million (2019: USD 11.3 million). Cash and cash equivalents totalled USD 5.6 million as at 31 December 2020 (2019: USD 7.6 million). • Group net assets increased in the year to USD 178 million from 162 million. This was primarily driven by the fund raise of USD 7.5 million during the year. • The Directors prepared a cash flow forecast for the period ending 31 December 2022, which indicates that the Group will not have sufficient liquidity to meet its working capital requirements to the end of the going concern period, primarily being corporate costs, exploration expenditure, and DFS costs related to the Kola and Dougou Projects. Please refer to Note 1 to the financial statements for more detail on the going concern statement. • Accordingly, the Directors resolved to undertake certain mitigating actions including a capital raise in H2 2021. The Company has begun discussions with its major shareholders with regards to its near and mid-term funding requirements. • The ability of the Group to continue as a going concern is dependent on achieving the matters set out above. These conditions indicate a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. CORPORATE ACTIVITIES • On 21 January 2020, a total of 3,811,398 ordinary shares were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash fees for the quarter ended 31 December 2019. • On 7 April 2020, a total of 7,770,939 ordinary shares were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash fees for the quarter ended 31 March 2020. In addition, a total of 1,250,000 ordinary shares were issued to David Hathorn, David Netherway, Jonathan Trollip and Tim Keating following the unconditional vesting of Performance Rights on 29 March 2020, at a subscription price of USD 0.001 per ordinary share. • On 25 June 2020, a total of 2,258,333 ordinary shares were issued to certain current and former employees to satisfy the conversion of vested Performance Rights in ordinary shares, at a subscription price of USD 0.001 per ordinary share. • In addition, 4,000,000 ordinary shares were issued to Align Research Limited as consideration for equity research services. • On 27 June 2020, 4,000,000 unlisted Options exercisable at GBP 0.11 each expired unexercised. • On 21 September 2020, a total of USD 7,481,937 was raised from existing and new investors through the placing and direct subscription of 882,688,876 ordinary shares in the Company at a placing price of GBP0.0065 per ordinary share. • On 13 October 2020, a total of 2,755,838 ordinary shares were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash fees for the quarter ended 30 June 2020.In addition, a total of 3,810,983 ordinary shares were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash fees for the quarter ended 30 September 2020. • On 24 November 2020, Trinidad Reyes Perez was appointed a non-executive director of the Company nominated by SQM to replace Jose Antonio Merino who had resigned with effect from that date. 9 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) CORPORATE ACTIVITIES (CONT) • Subsequent to the year-end, on 15 January 2021, a total of 2,909,381 ordinary shares were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash fees for the quarter ended 31 December 2020. In addition, a total of 3,071,251 ordinary shares were issued to certain employees and ex-employees following the vesting of Performance Rights awarded under the Company’s Employee Performance Incentive Plans, at a subscription price of USD 0.001 per ordinary share and 9,297,751 Performance Rights, Performance Shares and unlisted Options were cancelled. • Subsequent to the year-end, on 10 March 2021, the Company’s Chief Financial Officer, Mr Andrey Maruta, informed the Board of his intention to leave Kore Potash in order to accept a position at another company. Andrey will continue to work as the Company’s Chief Financial Officer through his contractual notice period of 3 months. His last day of employment will be 10 June 2021. During Andrey’s notice period the Company will commence the process to select his replacement and will update shareholders on the new appointment in due course. OPERATIONAL AND EXPLORATION ACTIVITY Dougou Extension (DX) Pre-Feasibility Study (PFS) Status Update The Company reports the following status of the DX definitive feasibility study: • The planned diamond drilling was completed within the schedule and the company is awaiting assay results. • Geo-mechanical testing of samples by Agapito Associates Inc. (“AAI”) is complete and the test report is expected in Q2 2021. • Creep tests at the Institut fur Gebirgsmechanik laboratory in Germany are completed and results have been received in March 2021. Kola Sylvinite Project • Discussions continued with a number of potential funding partners who have indicated potential interest in financing the Kola project. • In addition, the Company continued dialogue with engineering and construction companies with the capability to conduct further optimisation of the Kola design and capital cost. Mining Convention • The Mining Convention covering the proposed staged development of the Kola and Dougou Mining Licences was gazetted into law on 29 November 2018 following ratification by the Parliament of the RoC. The gazetting of the Mining Convention provides security of title and the right to develop and operate the Kola Project as well as the adjacent Dougou and Dougou Extension deposits. Under the Mining Convention the RoC government will be granted a 10% carried equity interest in the project companies (DPM and KPM, which are wholly owned by SPSA). The Company currently awaits completion of formalities by the Government to enable transfer of the 10% equity interest to the State. • The Mining Convention concludes the framework envisaged in the 25-year renewable Kola and Dougou Mining Licences granted in August 2013 and May 2017, respectively. The Mining Convention provides certainty and enforceability of the key fiscal arrangements for the development and operation of Kola and Dougou Mining Licences, which amongst other items include import duty and VAT exemptions and agreed tax rates during mine operations. See Note 7 to the financial statements for further details on the terms and conditions of the Mining Convention. • The Mining Convention provides strengthened legal protection of the Company’s investments in the RoC through the settlement of disputes by international arbitration. 10 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) OPERATIONAL AND EXPLORATION ACTIVITY (CONT) Mining Convention (cont) • On 14 December 2020, the Company reported receipt of correspondence received from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola Potash project. Since then, the Company continued to communicate constructively and openly with the Minister of Mines to ensure the parties remain fully engaged as Kore Potash progresses the development of its projects. Authorisation obtained from RoC authorities • The Minister of Tourism and Environment of the Republic of Congo issued certificates on 31 March 2020 granting 25-year approvals to the ESIAs for both the Dougou and the Kola Mining Licences • On 1 October 2020, an authorisation was obtained from the Ministry of Environment for SPSA to import and store the chemicals needed for the drilling campaign on the DX project, a further confirmation letter was received 30 November 2020. • Ministry of Tourism and Environment authorised the environmental management plan for the DFS drilling on Kore’s DX Project on 14 October 2020, a further formal confirmation letter was received on 27 November 2020. Workstreams initiated with RoC authorities • On 21 January 2020, Kore Potash through its subsidiary SPSA submitted to the Ministry of Mines a draft Shareholders agreement for comment. • On 27 March 2020, Kore Potash through its subsidiary SPSA submitted to the Ministry of Mines the annual mining activity report for information, as required by the Mining Convention. • On 30 April 2020, Kore Potash through its subsidiary SPSA submitted to the Ministry of Mines the French translation of the Kore quarterly report and project update for information. • On 13 May 2020, Kore Potash through its subsidiary SPSA submitted to the Ministry of Mines the French translation of the Kore announcement of the DX PFS results for information. • On 23 June 2020 Kore Potash through its subsidiary SPSA sent a new set a of formal letters to the Ministry of Mines asking for governmental actions in relation with its permits and is closely monitoring progress: o Correction to the GPS coordinates appearing in the granting decree of Dougou exploitation permit, o Transfer of the Dougou exploitation permit from SPSA to DPM, o Rectify the granting decree of the Kola exploitation Licence to ensure the permit is firstly being attributed to Sintoukola Potash and then transfer to Kola Potash o Change to the duration of the Sintoukola 2 exploration permit as it appears on the granting decree, from 2 years to 3 years. • On 12 November 2020 Kore Potash through its subsidiary SPSA received a response to its letter dated 23 June 2020. This letter responded to the following: o The GPS coordinates appearing in the granting decree of Dougou exploitation permit are regarded as correct and no correction will be required, o The transfer of the Dougou exploitation permit from SPSA to DPM is accepted in principle and the Government will o initiate the process In order to rectify the granting decree of the Kola exploitation Licence to ensure the permit is firstly being attributed to Sintoukola Potash and then transfer to Kola Potash, the Government has requested additional supporting documentation o The change to the duration of the Sintoukola 2 exploration permit as it appears on the granting decree, from 2 years to 3 years, was rejected. The Sintoukola 2 exploration permit has now expired at the end of February 2021 but the Company is considering reapplying for extension of the permit. 11 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) OPERATIONAL AND EXPLORATION ACTIVITY (CONT) Tenement Details and Ownership The Company is incorporated and registered in England and Wales and wholly owns Kore Potash Limited of Australia. The Company has a 97% shareholding in SPSA in the RoC (see Note 11(f)). SPSA is currently the 100% owner of Kola Potash Mining S.A. which is the sole owner of the Kola Mining Lease and currently 100% owner of Dougou Potash Mining S.A. which is the sole owner of the Dougou Mining Lease (Figure 2). SPSA also owns the Sintoukola 2 Exploration Permit. The Sintoukola 2 exploration permit has now expired at the end of February 2021 and the Company is considering applying for extension of the permit. Table 1: Schedule of mining tenements (Republic of Congo) Changes to Potash Mineral Resources and Ore Reserves between 2019 and 2020 Tables 1 and 2 provide a comparison of the Company’s Mineral Resources and Ore Reserves, year-on-year between 2019 and 2020, as per ASX Listing rule 5.21.4. The Dougou Extension Sylvinite deposit has a revised Mineral Resource Estimate which was published on the completion of the DX PFS, released on 13 May 2020. In this revised Mineral Resource Estimate there was a reduction of 24% in the Indicated Mineral Resource and a 42% reduction in the Inferred Mineral Resource. This change was as a result of additional information becoming available as a result of drilling of 2 holes and completion of the 60-line km 2D seismic survey within the boundary of Indicated Mineral Resource. There are no changes to the other Mineral Resources as reported in 2019. 12 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) OPERATIONAL AND EXPLORATION ACTIVITY (CONT) Changes to Potash Mineral Resources and Ore Reserves between 2019 and 2020 (Cont) Table 1. Comparison of Potash Mineral Resources year-on-year between 2019 and 2020. MINERAL RESOURCES Kola Sylvinite deposit Dougou Extension Sylvinite deposit Kola Carnallite deposit Dougou Carnallite deposit TOTAL MINERAL RESOURCES Category Measured Indicated Measured + Indicated Inferred TOTAL Measured Indicated Measured + Indicated Inferred TOTAL Measured Indicated Measured + Indicated Inferred TOTAL Measured Indicated Measured + Indicated Inferred TOTAL Measured Indicated Measured + Indicated Inferred TOTAL Million Tonnes 216 292 508 2019 Grade KCl % 34.9 35.7 35.4 Contained KCl (Mt) 75 104 180 Million Tonnes 216 292 508 2020 Grade KCl % 34.9 35.7 35.4 Contained KCl (Mt) 75 104 180 116 295 0 41 41 47 88 59 83 142 236 378 30 190 220 414 634 165 419 583 813 1,396 340 848 0 79 79 66 145 341 441 783 1,266 2,049 148 920 1,068 1,988 3,056 705 1,732 2,437 3,660 6,097 34.0 34.8 0.0 39.1 39.1 40.4 39.7 17.4 18.7 18.1 18.7 18.5 20.1 20.7 20.6 20.8 20.7 23.3 23.6 23.5 21.7 22.4 116 295 0 31 31 27 58 59 83 142 236 378 30 190 220 414 634 165 408 572 793 1,365 340 848 0 111 111 121 232 341 441 783 1,266 2,049 148 920 1,068 1,988 3,056 705 1,764 2,469 3,715 6,185 34.0 34.8 0.0 37.2 37.2 38.9 38.1 17.4 18.7 18.1 18.7 18.5 20.1 20.7 20.6 20.8 20.7 23.3 23.7 23.6 21.9 22.6 13 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) OPERATIONAL AND EXPLORATION ACTIVITY (CONT) Changes to Potash Mineral Resources and Ore Reserves between 2019 and 2020 (Cont) Table 2. Comparison of Ore Reserves year-on-year between 2019 and 2020. Ore Reserves A maiden Ore Reserve was declared during 2020 for the Dougou Extension Sylvinite deposit on the back of the release of the results of the Pre-feasibility study on 13 May 2020. There were no changes to the Kola Ore Reserves in 2020. ORE RESERVES Kola Sylvinite deposit ORE RESERVES Dougou Extension Sylvinite deposit Notes: Category Proved Probable TOTAL Category Proved Probable TOTAL Million Tonnes 61.8 90.6 152.4 Million Tonnes 0 0 0 2019 Grade KCl % 32.1 32.8 32.5 2019 Grade KCl % 0 0 0 Contained KCl (Mt) 19.8 29.7 49.5 Contained KCl (Mt) 0 0 0 Million Tonnes 61.8 90.6 152.4 Million Tonnes 0 17.7 17.7 2020 Grade KCl % 32.1 32.8 32.5 2020 Grade KCl % 0 41.7 41.7 Contained KCl (Mt) 19.8 29.7 49.5 Contained KCl (Mt) 0 7.4 7.4 All Mineral Resource and Ore Reserves are reported in accordance with the JORC Code (2012 edition). Numbers are rounded to the appropriate decimal place. Rounding ‘errors’ may be reflected in the “totals”. The Kola Mineral Resource Estimate was reported 6 July 2017 in an announcement titled ‘Updated Mineral Resource for the High -Grade Kola deposit’. It was prepared by Competent Person Mr Garth Kirkham, P.Geo., of Met-Chem division of DRA Americas Inc., a subsidiary of the DRA Group, and a member of the Association of Professional Engineers and Geoscientists of British Columbia. The Kola Ore Reserves are based on information compiled or reviewed by, Mo Molavi, P. Eng., who has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Mr Molavi is a Competent Person as defined by the JORC Code 2012 Edition, having a minimum of five years of experience that is relevant to the style of mineralization and type of deposit described in this report, and to the activity for which he is accepting responsibility. Mr Molavi is member of good standing of Engineers and Geoscientists of British Columbia (Registration Number 37594) which is an ASX-Recognized Professional Organization (RPO). Mr Molavi is a consultant working as a sub-contractor to Met-Chem division of DRA Americas Inc., a subsidiary of the DRA Group and have been engaged by Met-Chem to review the documentation for Kola deposit. The Dougou Carnallite Mineral Resource estimate was reported on 9 February 2015 in an announcement titled ‘Elemental Minerals Announces Large Mineral Resource Expansion and Upgrade for the Dougou Potash deposit’. It was prepared by Competent Persons Dr. Sebastiaan van der Klauw and Ms. Jana Neubert, senior geologists and employees of ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH and members of good standing of the European Federation of Geologists. The Dougou Extension Sylvinite Mineral Resource Estimate is reported herein. Ms. Vanessa Santos, P.Geo. of Agapito Associates Inc., for the Exploration Results and Mineral Resources. Ms. Santos is a licensed professional geologist in South Carolina (Member 2403) and Georgia (Member 1664), USA, and is a registered member (RM) of the Society of Mining, Metallurgy and Exploration, Inc. (SME, Member 04058318). The Dougou Extension Ore Reserves are based on information compiled or reviewed by, Dr. Michael Hardy, a Competent Person who is a registered member in good standing (Member #01328850) of Society for Mining, Metallurgy and Exploration (SME) which is an RPO included in a list that is posted on the ASX website from time to time. Dr. Michael Hardy has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the JORC Code). Dr. Michael Hardy president of Agapito Associates Inc is not associated or affiliated with Kore Potash or any of its affiliates. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. 14 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) Figure1. Location of the Sintoukola Project showing the Kola, Dougou and Dougou Extension Projects 15 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) BUSINESS MODEL The Company’s business strategy for the financial year ahead and in the foreseeable future is to continue exploration and development activities on the Company’s existing potash mineral projects in the RoC. The Company’s current activities do not generate any revenues or positive operating cash flow. Future development necessary to commence production will require significant capital expenditures. POSITION AND PRINCIPAL RISKS The Company’s business strategy is subject to numerous risks, some outside the Board and management’s control. These risks can be specific to the Company, generic to the mining industry and generic to the stock market as a whole. The key risks, expressed in summary form, affecting the Group and its future performance include but are not limited to: • capital requirement and ability to attract future funding; The Group will have sizeable capital requirements as it proceeds to develop its projects. The future development of these projects will depend on the Group’s ability to obtain additional required financing. The Group may not be able to obtain financing on favourable terms or at all. If financing is not available, it could result in a delay or indefinite postponement of development or production at the Group’s projects, or in a loss of project ownership or earning opportunities by the Group. The Group currently has no source of funding for the financing of the capital needs of its business and future activities, other than by the issuance of additional securities of the Group. The Group continues to actively engage and develop relationships with potential lenders, export credit agencies and equity investors. The Group also has two large long-term strategic investors, SQM and OIA, with extensive capital resources. Factors beyond the Company’s control, including pandemic diseases such as COVID-19 (coronavirus), can affect the stock markets and in doing so impair the Company’s ability to attract investors and lenders. This in turn could have an impact on any fund raising or financing arrangements that the Company may require to pursue. • country risk in the RoC The operations of the Group are conducted in the RoC and as such are exposed to various levels of political, economic and other natural and man-made risks and uncertainties over which the Group has no or limited control. Changes, if any, in mining, environmental or investment policies or shifts in political attitude in the RoC may have a material adverse effect on the Group’s business, financial condition and results of operations. The Group’s local management has regular consultations with the local community and actively seeks to employ locally, where possible. Additionally, the CEO and other relevant senior management have established good relationships with the official local and country establishments e.g. the Ministry of Mines and Geology and the Ministry of Environment with whom regular contact and consultation is maintained. In addition, the Group benefits from the UK-Congo bilateral investment treaty, which provides strengthened legal protection to the Group’s investments in the RoC. On 14 December 2020, the Company reported receipt of correspondence received from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola Potash project. Since then, the Company continued to communicate constructively and openly with the Minister of Mines to ensure the parties remain fully engaged as Kore Potash progresses the development of its projects. 16 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) POSITION AND PRINCIPAL RISKS (CONT) • change in potash commodity prices and market conditions; The operations of the Group are conducted in the ROC, and as such are exposed to various levels of political, economic and other natural and man-made risks and uncertainties over which the Group has no or limited control. Changes, if any, in mining, environmental or investment policies or shifts in political attitude in the ROC may have a material adverse effect on the Group’s business, financial condition and results of operations. • geological and technical risk posed to exploration and commercial exploitation success; Mining complexities arising from geotechnical, hydro-geological conditions and undetected geological phenomena may adversely impact the efficiency of the operation to the extent that the operation becomes financially unviable. Additionally, human error by the miners, equipment failure, mistakes in planning the operations, and encountering unforeseen obstacles could each affect the profitability of the Group. The Group has appointed reputable third-party technical consultants with specific skills to undertake the feasibility and engineering studies. The Group intends to appoint well regarded, highly reputable ECM contractors to develop the Group’s projects. • environmental and occupational health and safety risks; Environmental, safety and health incidents including pandemic diseases like COVID-19 (coronavirus) could result in harm to the Group’s employees, contractors or local communities and adversely affect the Group’s relationship with local stakeholders. Ensuring safety and wellbeing is critical to the Group and part of the Group’s core values. An environmental incident, poor safety record or serious accidents could have a long-term impact on the Group’s morale, reputation, project development and production. The Group seeks to continuously improve its health, safety and environmental risk management procedures, with particular focus on the early identification of risks and the prevention of incidents, injuries and fatalities. In order to maintain a COVID-19 free bubble during the drilling campaign a COVID-19 testing, and control procedure were introduced for all people going to the exploration camp. All new employees were housed in the camp, they were placed in a quarantine area in the camp and tested for COVID-19. They were kept in the quarantine for 7 days and only allowed to commence work once a negative test and 7-day quarantine was completed. No one was allowed to leave the confines of the camp and work site until there period of employment was completed. Monthly testing of all people within the camp was also implemented to ensure ongoing maintenance of a “COVID-19 free bubble”. This procedure also dealt with the actions required to deal with positive cases to ensure safe treatment of the affected party and to maintain a safe environment for remaining staff. The procedure identified a separate confinement area for people that tested positive and working with the Congo Department of Health also identified the procedure to follow with Department of health to obtain treatment for infected parties. The drilling campaign was completed with 5 positive cases being identified, all of which were safely isolated and treated. The Group’s operations are subject to Environmental and Social Assessment which have been granted for 25 years by the RoC government. 17 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) POSITION AND PRINCIPAL RISKS (CONT) • government policy changes; The mineral exploration and development activities and future operations of the Group are subject to various laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. New rules and regulations could be enacted, or existing rules and regulations could be applied or amended in a manner that could have a material and adverse effect on the business, financial condition and results of operations of the Group. The Group monitors changes in legislation for relevant jurisdictions to enable rapid and effective response. The Group also consults with tax, legal, accounting and regulatory experts as required to ensure that any upcoming changes in legislations are proactively accounted for. • retention of key staff. The attraction and retention of persons skilled in the development, operation, exploration and acquisition of mining properties are important factors in enabling the Group to fulfil its strategic ambitions and to build further expertise, knowledge and capabilities within the Group. Being unable to do so would compromise the Group’s ability to deliver on its strategic objectives. The Group’s performance management system and incentive schemes are designed to attract and retain key employees by creating suitable reward and remuneration structures linked to key performance milestones and provide personal development opportunities. For more details of the financial risk management objectives and policies of the Group, please refer to Note 14 to the financial statements. This is not an exhaustive list of risks faced by the Company or an investment in it. There are other risks generic to the stock market and the world economy as a whole and other risks generic to the mining industry, all of which can impact on the Company. The management of risks is integrated into the development of the Company’s strategic and business plans and is reviewed and monitored regularly by the Board. Further details on how the Company monitors, manages and mitigates these risks are included as part of the Audit and Risk Committee Report contained within the Corporate Governance Report. On 14 December 2020, the Company reported receipt of correspondence received from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola Potash project. Since then, the Company continued to communicate constructively and openly with the Minister of Mines to ensure the parties remain fully engaged as Kore Potash progresses the development of its projects. DIRECTORS’ SECTION 172 STATEMENT The following disclosure describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) and forms the Directors’ statement required under section 414CZA of The Companies Act 2006. The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: (a) the likely consequences of any decision in the long term; (b) the interests of the Company’s employees; (c) the need to foster the Company’s business relationships with suppliers, customers and others; (d) the impact of the Company’s operations on the community and the environment; (e) the desirability of the Company maintaining a reputation for high standards of business conduct; and (f) the need to act fairly between members of the Company. 18 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) DIRECTORS’ SECTION 172 STATEMENT (CONT) Stakeholder Engagement Kore Potash adheres to sound corporate governance policies and attaches considerable importance to and strives to engage transparently and effectively on a continuous basis with a variety of stakeholders, including shareholders, employees, contractors, suppliers, government bodies and local communities and environment in which it operates. Shareholders: The Company’s 2 largest shareholders, SQM and OIA, by virtue of their respective Investment Agreements, has each appointed a director to the board. As such they are involved in all principal decisions taken by the board, other than in cases where conflicts of interests may arise. All other existing substantial shareholders have regular meetings throughout the year with the Chairman, CEO and CFO, although due to the COVID-19 pandemic these have mainly been conducted by teleconference calls. Prior consultation with significant shareholders is undertaken in respect of all issues requiring the approval of shareholders in general meeting. In addition, all significant matters raised, or areas of concern specified by such shareholders during such meetings in respect of the Company’s operations, strategy and other significant business matters are taken into account by the board when taking principal decisions. In September 2020, the Company completed an equity placing to raise approximately USD 7.5 million, in which both SQM and OIA participated. At the Company’s AGM held on 26 June 2020, all resolutions were passed with at least 97% of the votes cast in favour. The CEO, CFO and non-executive directors, including the chair of each Committee, are usually available at and following general meetings of the Company when shareholders have the opportunity to ask questions on the business of the meeting and more generally on Company matters. However, as shareholders were unable to attend this year’s AGM in person due to COVID-19 restrictions, they were afforded the opportunity to dial-in to listen to the business of the meeting and to raise questions with the Board in advance of the meeting by e-mail. Additionally, following the conclusion of the formal business of the AGM, the CEO provided an update on the Company’s DX PFS. All substantial shareholders that own more than 3% of the Company’s shares are listed on page 125 of this Report. Further details of engagement with shareholders can be found within the Corporate Governance Report. 19 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) DIRECTORS’ SECTION 172 STATEMENT (CONT) Employees: Kore Potash attaches great importance to its employees and their professional development and provides fair remuneration with incentives for its senior personnel through share option schemes that are performance related. Further details of these are included in the Remuneration Report on pages 57 to 70. Further, the Company gives full and fair consideration to applications for employment irrespective of age, gender, colour, ethnicity, disability, nationality, religious beliefs or sexual orientation. The Company maintains an open line of communication between its employees, senior management and the board of directors. Specifically, during the year the COO and CFO held weekly virtual meetings with key employees where open questioning and sharing of concerns was encouraged. No significant issues were raised during such meetings. The Board has had oversight on issues raised by the employees and management actions throughout the year via monthly management reports to the Board which detail any personnel complaints or grievances and action management have committed to in order to resolve issues. In normal circumstances, members of the Board periodically visit all parts of the business and interact with employees. However, due to COVID-19 restrictions this was not possible during the course of this year. It is intended that such practice will resume once the restrictions are lifted, and it is safe to do so. Nonetheless, the COO made regular visits to the operation in the RoC during the year and actively engaged with all RoC employees. In addition, David Hathorn visited the RoC operations in December 2020 and post year-end in February 2021. David Netherway, a non-executive director, is the appointed designated director responsible for workplace engagement in accordance with the 2018 Corporate Governance Code. However, no such engagement has been possible by him during the year due to the restrictions imposed as a result of the COVID-19 pandemic. Contractors and Suppliers: The Group has a prompt payment policy and seeks to ensure that all liabilities are settled within each supplier’s terms. Through fair dealings the Group aims to cultivate the goodwill of its contractors, consultants and suppliers. Corporate and local management work closely with contractors and suppliers in the UK and the RoC to ensure they work within the parameters of their respective terms of engagement and do not have a detrimental effect on the Company’s business and project timeline. See pages 7 to 22 in the Review of Operations for latest progress on exploration activities. Governmental Bodies, local communities and environment: The Group takes significant cognisance of the importance to the communities in which it operates and is grateful for their support and involvement in the Company’s exploration and development activities. The Group has had ongoing engagements with the local community in order to ensure there are open lines of communication for any concerns to be raised and to ensure there is two-way communication between the Group and the local communities. The company has a full-time community liaison officer that has direct contact with all 11 local chiefs via company supplied cell phones in order to facilitate quick and harmonious communications between the company and the communities. In particular, in order to keep the local communities up to date with regards to the progress of the projects and also to maintain good communication with the local stakeholders, a number of community meetings were held with the population of each of the 11 villages in the projects impact zone. 20 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) DIRECTORS’ SECTION 172 STATEMENT (CONT) Stakeholder Engagement (cont) The CEO and the COO and other relevant senior management have established good relationships with the official local and country establishments e.g. the Ministry of Mines and Geology and the Ministry of Environment with whom regular contact and consultation is maintained. The restriction of travel in 2020 has meant that direct communications have been less than previous years. However, ongoing discussions between the Company and the various Ministries has been maintained through written communications. The Kola DFS design had incorporated a number of value-adding design changes since the approval of the ESIA and the Company had undertaken to amend the ESIA accordingly. The Minister of Tourism and Environment of the Republic of Congo issued certificates on 31 March 2020 granting 25-year approvals to the ESIAs for both the Dougou and the Kola Mining Licences Principal decisions taken by the board during the period Principal decisions are defined as those that have long-term strategic impact and are material to the Group and those that are significant to the Group’s key stakeholder groups. In making the principal decisions, the board considered the alignment with its stated strategy, the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company. Details of the principal decisions taken by the board during the period in respect of the completion of the DX PFS, the raising of approximately USD 7.5 million to complete the first phase of the DX DFS and for general working capital requirements and the commencement of the drilling programme on the DX Project are contained under the Summary of Key Developments within the Strategic Report. COMPETENT PERSON STATEMENT The information relating to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves in this report is based on, or extracted from previous reports referred to herein, and is available to view on the Company’s website www.korepotash.com The Kola Mineral Resource Estimate was reported on 6 July 2017 in an announcement titled ‘Updated Mineral Resource for the High-Grade Kola deposit’. It was prepared by Competent Person Mr Garth Kirkham, P.Geo., of Met-Chem division of DRA Americas Inc., a subsidiary of the DRA Group, and a member of the Association of Professional Engineers and Geoscientists of British Columbia. The Ore Reserve Estimate for Sylvinite at Kola was first reported on 29 January 2019 in an announcement titled ‘Kola Definitive Feasibility Study’ and was prepared by Met-Chem; the Competent Person for the estimate is Mr Molavi, member of good standing of Engineers and Geoscientists of British Columbia. The Dougou Carnallite Mineral Resource Estimate was reported on 9 February 2015 in an announcement titled ‘Elemental Minerals Announces Large Mineral Resource Expansion and Upgrade for the Dougou Potash deposit’. It was prepared by Competent Persons Dr. Sebastiaan van der Klauw and Ms. Jana Neubert, senior geologists and employees of ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH and members of good standing of the European Federation of Geologists. The Dougou Extension Sylvinite Mineral Resource Estimate was reported on 13 May 2020 in an announcement titled ‘Dougou Extension (DX) Project Pre-Feasibility Study’. It was prepared by Competent Person Ms. Vanessa Santos, P.Geo. of Agapito Associates Inc. Ms. Santos is a licensed professional geologist in South Carolina (Member 2403) and Georgia (Member 1664), USA, and is a registered member (RM) of the Society of Mining, Metallurgy and Exploration, Inc. (SME, Member 04058318), a Recognized Professional Organization’ (RPO) included in a list that is posted on the ASX website from time to time. 21 REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT) DIRECTORS’ SECTION 172 STATEMENT (CONT) COMPETENT PERSON STATEMENT (CONT) The Ore Reserve Estimate for Sylvinite at Dougou Extension was reported on 13 May 2020 in an announcement titled ‘Dougou Extension (DX) Project Pre-Feasibility Study and was prepared Dr. Michael Hardy, a Competent Person who is a registered member in good standing (Member #01328850) of Society for Mining, Metallurgy and Exploration (SME) which is an RPO included in a list that is posted on the ASX website from time to time. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. FORWARD-LOOKING STATEMENTS This report contains statements that are "forward-looking". Generally, the words "expect," “potential”, "intend," "estimate," "will" and similar expressions identify forward-looking statements. By their very nature and whilst there is a reasonable basis for making such statements regarding the proposed placement described herein; forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, to differ materially from those expressed or implied in any of our forward-looking statements, which are not guarantees of future performance. Statements in this report regarding the Company's business or proposed business, which are not historical facts, are "forward looking" statements that involve risks and uncertainties, such as resource estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. This Review of Operations and Strategic Report was approved by the board of directors on 30 March 2021 and is signed on its behalf by: ____________________________ Non-Executive Chairman David Hathorn 30 March 2021 _________________________________ Chief Executive Officer Brad Sampson 30 March 2021 22 The Directors present their annual report on Kore Potash and the Group for the financial year ended 31 December 2020. DIRECTORS’ REPORT The Corporate Governance statement set out in pages 34 to 72 forms part of this Directors’ Report. Directors The names of directors of the Company in office at any time during or since the end of the year are: David Hathorn Brad Sampson Jonathan Trollip Timothy Keating David Netherway Jose Antonio Merino Trinidad Reyes Perez Non-Executive Chairman Chief Executive Officer Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (resigned with effect from 24 November 2020) Non-Executive Director (appointed with effect from 24 November 2020) Directors have been in office of the Company since the start of the financial year to the date of this report unless otherwise stated. Joint Company Secretary Mr Henko Vos St James’s Corporate Services Limited Principal Activities and Significant Changes in Nature of Activities The principal activity of the Group during the financial year was exploration for potash minerals prospects and project development at the Company’s Sintoukola Potash Permit in the RoC. There were no significant changes in the nature of activities of the Group during the year. Operating Results The net loss after tax of the Group for the year ended 31 December 2020 amounted to USD 3,144,172 (31 December 2019: USD 4,202,752). Dividends Paid or Recommended No dividends were paid during the year and the directors do not intend to recommend the payment of a final dividend for the financial year under review (2019: nil). Review of Operations and Strategic Report Please refer to pages 7 to 22 of the Annual Report. Significant Changes in State of Affairs Board Changes On 20 November 2020, Trinidad Reyes Perez was appointed a non-executive director of the Company nominated by SQM to replace Jose Antonio Merino who resigned with effect from that date. 23 Significant Changes in State of Affairs (Continued) DIRECTORS’ REPORT (CONT) Capital Raise On 21 September 2020, a total of USD 7,481,937 was raised to undergo work on the Dougou Extension PFS and general working capital requirements in connection with the AIM and JSE listings. This was raised from existing and new investors through the placing and direct subscription of 882,688,876 new ordinary shares in the Company at a placing price and subscription price of GBP 0.0065 per new ordinary share. Other capital movements: On 21 January 2020, 3,811,398 ordinary shares of USD 0.001 each were issued in lieu of cash remuneration or part remuneration for the quarter ended 31 December 2019 to David Hathorn, David Netherway and Jonathan Trollip in line with the cost reduction strategy announced on 29 June 2019. The par value of this issue was USD3,811. On 7 April 2020, 7,770,939 ordinary shares of USD 0.001 each were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash remuneration or part remuneration for the quarter ended 31 March 2020. On 25 June 2020, a total of 2,258,333 ordinary shares of USD0.001 each were issued to certain current and former employees of the Company to satisfy the conversion of vested Performance Rights in ordinary shares. Of these, 1,410,000, were issued to Gavin Chamberlain, the Company’s Chief Operating Officer. On 25 June 2020, Align Research Limited, an unrelated party to the Company, has initiated coverage on the Company and will provide on-going equity research services to the Company. As consideration for these services, 4,000,000 ordinary shares of USD0.001 each in the Company were issued to Align Research Limited at an agreed price of 0.75p per share, being the prevailing price at the date of signing the agreement. On 13 October 2020, the Company issued in lieu of payment, 6,566,821 ordinary shares to David Hathorn, David Netherway and Jonathan Trollip. The par value of this issue was USD 6,567. On 15 January 2020, the Company issued in lieu of payment, 5,980,640 ordinary shares to David Hathorn, David Netherway and Jonathan Trollip. The par value of this issue was USD 5,981. CDI Movement During the year the number of CDIs quoted on the ASX increased by 41,359,992 as a result of transfers between CDIs quoted on the ASX and ordinary shares quoted on AIM and the JSE. Significant Events Subsequent to Reporting Date Details of the Group’s significant events subsequent to the reporting date are included in Note 16 to the financial statements. Political Contributions and Charitable Donations During the current and previous years, the Group did not make any political contributions and charitable donations. Employee Engagement Details of how the directors have engaged with the employees and how the directors have had regard to employee interests and the effect of that regard, including on the principal decisions taken by the company during the financial year, are included in the Section 172 Statement contained within the Strategic Report. 24 DIRECTORS’ REPORT (CONT) Business Relationships Details of the how the directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and others and the effect of that regard, including on the principal decisions taken by the Company during the financial year are included in the Section 172 Statement contained within the Strategic Report. AGM This report and financial statements will be presented to shareholders for their approval at the next AGM. The Notice of the AGM will be distributed to shareholders together with the Annual Report. Auditors Following the appointment of BDO LLP as the Company auditors on 28 June 2019, a resolution to reappoint BDO LLP as the Company auditors was proposed at the AGM and passed by the requisite majority. A resolution for BDO LLP’s reappointment will be proposed at the forthcoming AGM. The Use of Financial Instruments by the Group The Group has exposure to the following risks from their use of financial instruments: • market risk, • • credit risk, and liquidity risks. For more details of the financial risk management objectives and policies of the Group, please refer to Note 14 to the financial statements. Employment Policies The Group is committed to promoting policies which ensure that high calibre employees are attracted, retained and motivated, to ensure the ongoing success for the business. Employees and those who seek to work within the Group are treated equally regardless of gender, age, marital status, creed, colour, race or ethnic origin. Health and Safety The Group’s aim is to achieve and maintain a high standard of workplace safety. In order to achieve this objective, a Health, Safety and Environmental Committee has been established to review the health and safety policy and risks of the Group and make recommendations to the Board. The Group provides training and support to employees and sets demanding standards for workplace safety. The Group recorded no lost time injuries in 2020 and completed the year with a LTIFR of nil. Payment to Suppliers The Group’s policy is to agree terms and conditions with suppliers in advance; payment is then made in accordance with the agreement provided the supplier has met the terms and conditions. Under normal operating conditions, suppliers are paid within 30 days of receipt of invoice. Future Developments The Group will continue its mineral exploration activities with the objective of finding further mineralised resources, particularly potash and the development of the Kola and the Dougou deposits. The Company will also consider the acquisition of further prospective exploration interests. Environmental Issues The Group operates within the resources sector and conducts its business activities with respect for the environment while continuing to meet the expectations of shareholders, employees and suppliers. In respect of the current year under review, the Directors are not aware of any particular or significant environmental issues which have been raised in relation to the Group’s operations. The Group holds exploration permits and mining licences in the RoC. The Group’s operations are subject to environmental legislation in this jurisdiction in relation to its exploration activities. 25 DIRECTORS’ REPORT (CONT) Unissued Shares under Options and Equity Warrants Share options outstanding at the date of this report: Exercise Period Options expiring on or before 19 July 2024 Options expiring on or before 1 January 2024 Equity warrants expiring on or before 29 March 2021 Exercise Price GBP 0.022 GBP 0.022 AUD 0.30 Number of Options 26,900,000 27,000,000 13,144,659 67,044,659 The holders of these options and equity warrants do not have the right, by the virtue of the option or equity warrant, to participate in any share issue or interest issue of the Company. There was no exercise of unlisted options or equity warrants during the year. However, 4,000,000 unlisted options exercisable at GBP 0.11 expired on 27 July 2020. Performance Rights Performance rights outstanding at the date of this report: Class Director Performance Rights Employee Performance Shares (Long Term) Non-Executive Director Performance Rights Employee Performance Shares (Short Term) Expiry 01/03/2021 31/05/2022 22/05/2022 17/03/2025 Number of Rights 4,500,000 1,760,000 1,250,000 1,466,666 8,976,666 The performance rights holders do not hold any voting rights or rights to participate in dividends unless the rights have vested and were converted to fully paid ordinary shares. There were two exercises of performance rights during the year, with 1,250,000 exercised on 7 April 2020, and 2,258,333 exercised on 25 June 2020. During the year 11,579,107 performance rights were cancelled. See Note 11(a) to the financial statements for further details on the performance rights issued and cancelled during the year. Information on Directors David Hathorn Non-Executive Chairman BCom, CA Mr Hathorn joined the Group in November 2015. Mr Hathorn retired in 2017 from the Mondi group where he had been CEO for 17 years. The Mondi group is an international packaging and paper group, employing around 25,000 people across more than 30 countries, listed on the LSE and the JSE. Prior to the demerger of the Mondi group from Anglo American plc, Mr Hathorn was a member of the Anglo-American group executive committee from 2003 and an executive director of Anglo-American plc from 2005, serving on several boards of the group's major mining operations. Interest in Shares and Options as at 31 December 2020 116,177,565 Fully Paid Ordinary Shares 500,000 Performance Rights each expiring 22 May 2022 250,000 Equity warrants exercisable at AUD 0.30 each expiring 29 March 2021 Directorships held in other listed entities Former directorships of listed companies in last three years None None 26 DIRECTORS’ REPORT (CONT) Information on Directors (Cont) Brad Sampson Chief Executive Officer B Eng (Mining) Hons, MBA, AMP, GAICD, MAusIMM Mr Sampson is a mining engineer and joined the Group in June 2018. He has more than 30 years’ resources industry experience across numerous locations including West and Southern Africa. In addition to significant mine development and operating experience, Brad has held leadership positions at several publicly listed companies. Brad was most recently CEO of ASX listed Tiger Resources Limited, a copper producer in the Democratic Republic of the Congo which in January 2018 entered into a binding agreement to sell its assets to a Chinese group for USD 250 million. Prior to this, Brad held senior positions at Newcrest Mining Ltd, one of the world’s largest gold mining companies, including General Manager of Newcrest’s West African operations. From 2008 to 2013, Brad was the CEO of AIM/ASX listed Discovery Metals Ltd, where he was hired to lead the project financing, construction and subsequent production of the Company’s flagship copper asset in Botswana. Other notable positions include General Manager at Goldfields’ operations in South Africa and Australia. Interest in Shares and Options as at 31 December 2020 2,464,705 Fully Paid Ordinary Shares 26,900,000 Unlisted Options exercisable at GBP 0.202 each expiring 19 July 2024 Directorships held in other listed entities Agrimin Limited (from 22 April 2016) Former directorships of listed companies in last three years None Jonathan Trollip Non-Executive Director B.A (Hons) LLM, FAICD Mr Trollip joined the Group in April 2016 and is a globally experienced Director (both executive and non-executive) with over 30 years of commercial, corporate, governance and legal and transactional expertise. He is currently Non-Executive Chairman of ASX listed Global Value Fund Ltd, Future Generation Investment Company Ltd, Plato Income Maximiser Ltd, Spheria Emerging Companies Ltd and Antipodes Global Investment Company Ltd and a non-executive director of Propel Funeral Partners Limited. He also holds various private company directorships in the commercial and not-for-profit sectors. Interest in Shares & Options as at 31 December 2020 5,116,190 Fully Paid Ordinary Shares 250,000 Performance Rights each expiring 22 May 2022 Directorships held in other listed entities Future Generation Investment Company Limited (from 8 October 2013) Global Value Fund Limited (from 20 March 2014) Antipodes Global Investment Company Limited (from 13 July 2016) Plato Income Maximiser Limited (from 20 February 2017) Spheria Emerging Companies Limited (from 12 September 2017) Propel Funeral Partners Limited (from 19 September 2017) Former directorships of listed companies in last three years None 27 DIRECTORS’ REPORT (CONT) Information on Directors (Cont) Trinidad Maria Reyes Perez Non-Executive Director Ms Reyes Perez joined SQM as a graduate in 2012 and is currently M&A Director, prior to which she worked in a variety of roles across SQM. Trinidad is a qualified Civil Engineer having graduated from Pontificia Universidad Católica de Chile. Interest in Shares & Options as at 31 December 2020 Directorships held in other listed entities Former directorships of listed companies in last three years None None None Timothy Keating Non-Executive Director BSc Mr Keating joined the Group in November 2016 following the completion of the strategic investment in the Group by OIA. Mr Keating is Head of Mining Investment Private Equity at OIA, a sovereign wealth fund of the Sultanate of Oman. Prior to joining SGRF in 2015, Mr Keating was CEO of African Nickel Limited, a nickel sulphide development company where he grew the business through several acquisitions, project development and fund raisings. He also worked at Investec Bank for the Commodities and Resource Finance Team (2004 – 2010) and at Black Mountain Mine owned by Anglo American plc, in South Africa. He is a Non-Executive Director of Kenmare Resources plc. Interest in Shares & Options as at 31 December 2020 500,000 Fully Paid Ordinary Shares 250,000 Performance Rights each expiring 22 May 2022 Directorships held in other listed entities Kenmare Resources plc (14 October 2016 – 17 March 2021) Former directorships of listed companies in last three years None 28 Information on Directors (Cont) David Netherway Non-Executive Director B.Eng (Mining), CDipAF, F.Aus.IMM, F.IoM3, C.E. DIRECTORS’ REPORT (CONT) Mr Netherway joined the Group in December 2017 and is a mining engineer with over 40 years of experience in the mining industry. He was involved in the construction and development of the New Liberty, Iduapriem, Siguiri, Samira Hill and Kiniero gold mines in West Africa and has mining experience in Africa, Australia, China, Canada, India and the Former Soviet Union. Mr Netherway served as the CEO of Shield Mining until its takeover by Gryphon Minerals. Prior to that, he was the CEO of Toronto listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold in 2005. He was also the Chairman of Afferro Mining which was acquired by IMIC in 2013. Mr Netherway has held senior management positions in a number of mining companies including Golden Shamrock Mines, Ashanti Goldfields and Semafo Inc and is currently the Chairman of AIM and TSX-V listed Altus Strategies plc, and a non-executive Director of ASX-listed Canyon Resources Ltd. He also holds various private company directorships. Interest in Shares & Options as at 31 December 2020 5,845,744 Fully Paid Ordinary Shares 250,000 Performance Rights each expiring 22 May 2022 Directorships held in other listed entities Altus Strategies plc (ALS:AIM & ALTS:TSX-V) (from 9 May 2017) Canyon Resources Ltd (CAY:ASX) (from 17 March 2014) Former directorships of listed companies in last three years Avesoro Resources Inc. (ASO: TSX & AIM) (from 1 February 2011 to 8 January 2020) Kilo Goldmines Ltd (KGL:TSX-V) (from 7 July 2011 to 16 March 2020) José Antonio Merino Non-Executive Director B.Eng Civil Engineer (Resigned on 20 November 2020) Mr Merino joined the Group in May 2019 and is currently the Mergers and Acquisitions Director at SQM. He joined SQM in 2016, prior to which he worked at EPG Partners as head of a mining private equity fund, at ASSET Chile, a Chilean boutique investment bank, and at Santander Investment. He is a qualified Civil Engineer having graduated from Pontificia Universidad Católica de Chile. Interest in Shares & Options as at date of resignation Directorships held in other listed entities Former directorships of listed companies in last three years None None None 29 Joint Company Secretaries Henko Vos B.Compt, CA, ACIS, RCA DIRECTORS’ REPORT (CONT) Mr Vos is a member of the Governance Institute of Australia, the Australian Institute of Company Directors and Chartered Accountants Australia and New Zealand with more than 20 years’ experience working within public practice, specifically within the area of corporate and accounting services both in Australia and South Africa. He holds similar secretarial roles in various other listed public companies in both industrial and resource sectors. Mr Vos is an employee of Nexia Perth, a mid-tier corporate advisory and accounting practice. St James’s Corporate Services Limited (“SJCS”) SJCS is operated by co-owners, Phil Dexter and Jane Kirton (ACIS), both of whom acquired SJCS in September 2014 after having worked for SJCS since its inception in June 1998 and its former parent company in excess of 20 years. Mr Dexter has over 40 years’ experience in the company secretarial environment and has worked in the natural resources sector since 1977. During that time Mr Dexter has worked with most of the leading South African mining companies and assisted on numerous corporate transactions involving acquisitions, reorganisations and restructurings, rights offers and fund raisings. Ms Kirton has over 20 years’ experience in the company secretarial environment and qualified as a Chartered Secretary in 2007. Ms Kirton has worked with most of the leading South African mining companies and assisted on numerous corporate transactions involving acquisitions, reorganisations and restructurings, rights offers and fund raisings. Ms Kirton is an Associate of the Institute of Chartered Secretaries and Administrators. 30 DIRECTORS’ REPORT (CONT) Board and Committee Meetings Attendance Attendance of directors and committee members at board and committee meetings held during the year is set out in the table below. David Hathorn Brad Sampson Jonathan Trollip Timothy Keating David Netherway José Antonio Merino (i) Trinidad Reyes Perez (ii) Board Meetings 7/7 7/7 7/7 6/7 7/7 2/4 3/3 Audit and Risk Committee Meetings - 3/3 - 3/3 - - Remuneration and Nomination Committee Meetings 1/1 - 1/1 - 1/1 - - Health, Safety and Environment Meetings (iii) - - - - - - - (i) Meetings attended prior to ceasing to be a director on 20 November 2020. (ii) Meetings attended since appointment as a director on 20 November 2020. (iii) Health, safety and environmental matters are reported on each month in management reporting to the Board and are part of each Board meeting agenda. With limited operational activity during the feasibility study phases, creating a low-risk environment no separate Health, Safety and Environment Committee meetings were held during the period. Directors’ Conflicts of Interest The Board has formal procedures to deal with Directors’ conflicts of interest. In the instance where there is a transactional conflict of interest identified, the Director would not take part in the discussion or determination of any matter in respect of which he had disclosed a transactional conflict of interest. There were no transactional conflicts of interest concerning any Director that arose during the year. Directors’ Service Contracts The Chief Executive Officer is employed on an ongoing basis, which may be terminated by either party giving 6 months’ notice. Each non-executive director has a letter of appointment for an initial term of 3 years. The appointment of the non-executive director may be terminated by the Company giving 1 month notice, by the non-executive director by immediate notice and also in accordance with the Company’s articles of association. Indemnifying Officers and Directors and Officers Liability Insurance The Group has agreed to indemnify the Directors of the Company, against all liabilities to another person that may arise from their position as directors of the Company and the Group, except where the liability arises out of conduct involving a lack of good faith. Appropriate insurance cover is maintained by the Company in respect of its Directors and Officers. During the financial year the Group agreed to pay an annual insurance premium of USD 96,330 (2019: USD 79,413) in respect of directors’ and officers’ liability and legal expenses’ insurance contracts, for directors, officers and employees of the Company. The insurance premium relates to: • costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever the outcome; and other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty. • Share Dealing Code The Company has adopted a share dealing code for directors and applicable employees (within the meaning given in the AIM Rules for Companies) in order to ensure compliance with Rule 21 of the AIM Rules for Companies and the provisions of the Market Abuse Regulations relating to dealings in the Company’s securities. The Board considers that the Share Dealing Code is appropriate for a company whose shares are admitted to trading on AIM, the ASX and the JSE. 31 DIRECTORS’ REPORT (CONT) Proceedings on Behalf of Group No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Statement of disclosure of information to auditors As at the date of this report the serving Directors confirm that: (a) so far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware, and (b) they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Going Concern During the year ended 31 December 2020, the Group incurred a loss of USD 3,144,172 (year ended 31 December 2019: USD 4,202,752) and experienced net cash outflows from operating and investing activities of USD 9,277,027 (year ended 31 December 2019: USD 11,257,647). Cash and cash equivalents totalled USD 5,555,000 at 31 December 2020 (at 31 December 2019: USD 7,578,727). The Directors have prepared a cash flow forecast for the period ending 31 December 2022, which indicates that the Group will not have sufficient liquidity to meet its working capital requirements to the end of the going concern period (31 March 2022), primarily being corporate costs and some work on the 1st Phase of the Definitive Feasibility Study (“DFS”) related to the DX Project. The Group anticipates a deficit of c.USD 1.3 million towards the end of Q1 2022. The Directors have considered various mitigating actions, which include raising additional capital in Q2 – Q3 2021 to enable the Group to continue to fund its working capital requirements through the going concern period. The Directors have identified a number of funding options available to the Group. The Directors note the Group has a history of successfully raising capital on the AIM and JSE, and in the past on the ASX. However, factors beyond the Company’s control, including pandemic diseases such as COVID-19, which affect the stock markets, may in turn have a negative impact on any fund raising The Directors have reviewed the Group's overall position and outlook in respect of the matters identified above and are of the opinion that there are reasonable grounds to believe that funding will be secured and therefore that the operational and financial plans in place are achievable and accordingly the Group will be able to continue as a going concern and meet its obligations as and when they fall due. The Directors will continue to pursue further capital raising initiatives in order to have sufficient funds to continue the development of the DX Project and for general corporate purposes. The ability of the Group to continue as a going concern is dependent on achieving the matters set out above. These conditions indicate a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. 32 DIRECTORS’ REPORT (CONT) Statement of Directors’ Responsibilities The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and Company financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the Group and Company for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM. In preparing these financial statements, the directors are required to: • • • • select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether they prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Responsibility statement We confirm that to the best of our knowledge: • • • the financial statements, prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the Group and the undertakings included in the consolidation taken as a whole; the review and operations and strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. This responsibility statement and the Directors’ Report was approved by the Board of Directors on 30 March 2021 and is signed on its behalf by: ____________________________ Non-Executive Chairman David Hathorn 30 March 2021 _________________________________ Chief Executive Officer Brad Sampson 30 March 2021 33 INTRODUCTION CORPORATE GOVERNANCE REPORT The Board is committed to the principles of good corporate governance and to maintaining the highest standards and best practice of corporate governance. In this regard the Board has given consideration to the provisions set out in the 2018 UK Code and has taken due regard of the principles of good governance set out therein in relation to the size and stage of development of the Company. The Board has also given consideration to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition). The Board is conscious that the corporate governance environment is constantly evolving and the charters and policies under which it operates its business are monitored and amended as required. The Board currently comprises one executive director and five non-executive directors, including the Chairman. Since inception, the Company has the following appropriately constituted committees, each with formally delegated duties and responsibilities set out in respective written Terms of Reference: • Audit and Risk Committee • Remuneration and Nomination Committee • Health, Safety and Environmental Committee The Company also has in place appropriate guidance, training, policies and procedures to ensure compliance with the Bribery Act 2010 and Australian and South African laws governing anti-bribery and anti-corruption. COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE The Board recognizes the value and importance of maintaining the highest standards of corporate governance and aims to comply with the provisions set out in the 2018 UK Code. Although compliance with the 2018 UK Code is not compulsory for AIM companies, the Directors intend to apply the provisions, where practicable, so as to adhere to the highest standards of governance. Accordingly, the sections below detail how the Group has complied with the 2018 UK Code and explains the reasons for any non-compliance. BOARD LEADERSHIP AND COMPANY PURPOSE Principles A. A successful company is led by an effective and entrepreneurial board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society. B. The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All directors must act with integrity, lead by example and promote the desired culture. C. The board should ensure that the necessary resources are in place for the company to meet its objectives and measure performance against them. The board should also establish a framework of prudent and effective controls, which enable risk to be assessed and managed. D. In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure effective engagement with, and encourage participation from, these parties. E. The board should ensure that workforce policies and practices are consistent with the company’s values and support its long-term sustainable success. The workforce should be able to raise any matters of concern. 34 CORPORATE GOVERNANCE REPORT (CONT) BOARD LEADERSHIP AND COMPANY PURPOSE (cont) Provisions 1. The board should assess the basis on which the company generates and preserves value over the long-term. It should describe in the annual report how opportunities and risks to the future success of the business have been considered and addressed, the sustainability of the company’s business model and how its governance contributes to the delivery of its strategy. 2. The board should assess and monitor culture. Where it is not satisfied that policy, practices or behaviour throughout the business are aligned with the company’s purpose, values and strategy, it should seek assurance that management has taken corrective action. The annual report should explain the board’s activities and any action taken. In addition, it should include an explanation of the company’s approach to investing in and rewarding its workforce. 3. In addition to formal general meetings, the chair should seek regular engagement with major shareholders in order to understand their views on governance and performance against the strategy. Committee chairs should seek engagement with shareholders on significant matters related to their areas of responsibility. The chair should ensure that the board as a whole has a clear understanding of the views of shareholders. 35 The Kore strategy remains to develop a cash generative potash project in the RoC. Financing project development relies on the ongoing support of existing shareholders and ability to attract new equity finance. Kore has 46 employees. In normal circumstances members of the Board periodically visit all parts of the business and interact with employees. However, due to COVID-19 restrictions this has not been possible during the year. The CEO meets with all employees on a regular basis. However, due restrictions, no direct engagement with the workforce has taken place since March 2020. to COVID-19 During the year the COO and CFO held weekly virtual meetings with key employees where open questioning and sharing of concerns was encouraged. The Board has oversight on issues raised and management actions via monthly management reports to the Board which detail any community or personnel complaints, or grievances and action management have committed to in order to resolve issues. Each employee’s performance is reviewed annually and employee development planning within the Congolese workforce is being developed. requires The Group’s communication with shareholders and stakeholders in an open, regular and timely manner. communication strategy The Company’s 2 largest shareholders, OIA and SQM, are represented on the Board. In addition, face-to face meetings are usually undertaken throughout the year with some of the major shareholders, as well as with analysts and brokers but due to COVID-19 restrictions consultations with major shareholders and discussions with analysts and brokers have generally been conducted via teleconference calls. As shareholders were this year unable to attend the Annual General Meeting in person, a dial-in facility was made available to shareholders to listen to business of the meeting and shareholders were also afforded the opportunity to submit questions to the Board in advance of the AGM by e-mail. Following the conclusion of the formal business of the AGM the CEO provided an update on the Company’s DX PFS. CORPORATE GOVERNANCE REPORT (CONT) BOARD LEADERSHIP AND COMPANY PURPOSE (cont) Provisions 4. When 20 per cent or more of votes have been cast against the board recommendation for a resolution, the company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result. An update on the views received from shareholders and actions taken should be published no later than six months after the shareholder meeting. The board should then provide a final summary in the annual report and, if applicable, in the explanatory notes to resolutions at the next shareholder meeting, on what impact the feedback has had on the decisions the board has taken and any actions or resolutions now proposed. 5. The board should understand the views of the company’s other key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions and decision-making. The board should keep engagement mechanisms under review so that they remain effective. For engagement with the workforce, one or a combination of the following methods should be used: • a director appointed from the workforce; • a formal workforce advisory panel; • a designated non-executive director. If the board has not chosen one or more of these methods, it should explain what alternative arrangements are in place and why it considers that they are effective. o 6. There should be a means for the workforce to raise concerns in confidence and – if they wish – anonymously. The board should routinely review this and the reports arising that arrangements are in place for the proportionate and independent investigation of such matters and for follow-up action. It should ensure its operation. from o o o 36 At the Company’s AGM held on 26 June 2020, all resolutions were passed on a poll by more than 97% of the votes cast. Refer to the section 172 Statement. director In addition, David Netherway is the appointed designated non-executive for workplace engagement. However, due to COVID-19 restrictions, no direct engagement with the workforce has taken place during the year. responsible to COVID-19 The CEO holds regular meetings with all employees where open questioning and sharing of concerns is encouraged. restrictions, no direct However, due engagement with the workforce has taken place since March 2020 however during the year the COO and CFO held weekly virtual meetings with key employees where open questioning and sharing of concerns was encouraged. In addition, a confidential Whistleblowing Policy is in force which allows employees to raise suspected breaches of the Code of Conduct with designated management. No employee will be disadvantaged or prejudiced in the event that a suspected breach is reported in good faith. The Board, through the Audit and Risk Committee, is informed of material incidents reported. CORPORATE GOVERNANCE REPORT (CONT) BOARD LEADERSHIP AND COMPANY PURPOSE (cont) Provisions 7. interest, The board should take action to identify and manage conflicts of from including significant shareholdings, and ensure that the influence of third parties does not compromise or override independent judgement. those resulting Investment agreements are in place with the 2 major shareholders, who have representatives on the board and which address influence and conflicts of interest. In addition, a register of directors’ interests is maintained and updated as required. The board has formal procedures to deal with Directors’ conflicts of interests. In any instance where a transactional conflict of interest is identified, the Director concerned would not take part in in the discussion or determination of any matter in respect of which he had a disclosed transactional conflict of interest. During the year no transactional conflicts of interest arose. 8. Where directors have concerns about the operation of the board or the management of the company that cannot be resolved, their concerns should be recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chair, for circulation to the board, if they have any such concerns. o All directors have the opportunity at board meetings to raise concerns on any issues including the operation of the board or the management of the company and give their independent views on all matters being discussed. All such concerns and views are recorded in the minutes. NEDs are also able to raise any such concerns during the annual board and Chairman’s internal evaluation, the results of which are disclosed in the minutes of the board meeting at which the evaluations are discussed. o 37 CORPORATE GOVERNANCE REPORT (CONT) DIVISION OF RESPONSIBILITIES Principles F. The chair leads the board and is responsible for its overall effectiveness in directing the company. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the chair facilitates constructive board relations and the effective contribution of all non-executive directors, and ensures that directors receive accurate, timely and clear information. G. The board should include an appropriate combination of executive and non-executive (and, in particular, independent non- executive) directors, such that no one individual or small group of individuals dominates the board’s decision-making. There should be a clear division of responsibilities between the leadership of the board and the executive leadership of the company’s business. H. Non-executive directors should have sufficient time to meet their board responsibilities. They should provide constructive challenge, strategic guidance, offer specialist advice and hold management to account. I. The board, supported by the company secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently. Provisions 9. The chair should be independent on appointment when assessed against the circumstances set out in Provision 10. The roles of chair and chief executive should not be exercised by the same individual. A chief executive should not become chair of the same company. If, exceptionally, this is proposed by the board, major shareholders should be consulted ahead of appointment. The board should set out its reasons to all shareholders at the time of the appointment and also publish these on the company website. considered David Hathorn was independent on appointment and, in the Board’s view, continues to remain independent as he is not involved in any executive capacity, has no material business relationships with the Company nor is associated with any such material investor and has no close family or other business relationships with the Company or any of its directors or senior executives. The division of responsibilities between the Non-Executive Chairman and the CEO is clearly defined in writing. However, they work closely together to ensure effective decision making and the successful delivery of the Group’s strategy. 38 CORPORATE GOVERNANCE REPORT (CONT) DIVISION OF RESPONSIBILITIES (cont) The Board considers David Netherway and Jonathan Trollip to be independent as they are not involved in any executive capacity, have no business relationships with the Company nor are associated with any such investor and have no close family or other business relationships with the Company or any of its directors or senior executives. the small quantum of shares held by and Given Performance Rights and Options awarded to each independent non-executive director the Board is of the view that these do not affect their independent judgement. Provisions 10. The board should identify in the annual report each non- executive director independent. it considers Circumstances which are likely to impair, or could appear independence to include, but are not limited to, whether a director: • impair, a non-executive director’s to be is or has been an employee of the company or group within the last five years; has, or has had within the last three years, a material business relationship with the company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company; has received or receives additional remuneration from the company apart from a director’s fee, participates in the company’s share option or a performance- related pay scheme, or is a member of the company’s pension scheme; has close family ties with any of the company’s advisers, directors or senior employees; holds cross-directorships or has significant links with other directors in other companies or bodies; represents a significant shareholder; or has served on the board for more than nine years from the date of their first appointment involvement through • • • • • • Where any of these or other relevant circumstances apply, and the board nonetheless considers that the non- executive director is independent, a clear explanation should be provided. 11. At least half the board, excluding the chair, should be non- executive directors whom the board considers to be independent. o During the year the Board consisted of the Non-Executive Chairman, the CEO, 2 non-executive directors and 2 independent non-executive directors. During the course of the year, 1 non-executive director resigned and 1 non- executive director was appointed. During the year at least half the Board, excluding the Non-Executive Chairman, to be were not non-executive directors considered independent. o o Due to the current stage of development of the Company’s projects this is not considered to impair the judgement of the Board as a whole but the matter is kept under review and the appointment of a further independent non- executive director will be considered when deemed appropriate. 39 CORPORATE GOVERNANCE REPORT (CONT) DIVISION OF RESPONSIBILITIES (cont) Provisions 12. The board should appoint one of the independent non- executive directors to be the senior independent director to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. Led by the senior independent director, the non-executive directors should meet without the chair present at least annually to appraise the chair’s performance, and on other occasions as necessary. 13. Non-executive directors have a prime role in appointing and removing executive directors. Non-executive directors should scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives. The chair should hold meetings with the non-executive directors without the executive directors present. In terms of the Company’s Articles of Association, the Directors may appoint a person to be a director to fill a casual vacancy and may appoint from time to time any one or more of their body to be the holder of an executive office and may also remove such person from any such office. In addition, the Remuneration and Nomination Committee, which comprises entirely of independent non-executive the Board directors, candidates to become new Directors to fill casual vacancies as and when they arise. Further, the Committee gives full consideration for directors, to succession planning including executive directors. identifies and recommends to remuneration policy The Committee also reviews and recommends an appropriate for executives and considers the performance of any executive director against his performance objectives when considering the executive director’s annual remuneration review. In terms of the Company’s Articles of Association, the Directors may appoint a person to be a director to fill a casual vacancy and may appoint from time to time any one or more of their body to be the holder of an executive office and may also remove such person from any such office. In addition, the Remuneration and Nomination Committee, which comprises entirely of independent non-executive directors, the Board candidates to become new Directors to fill casual vacancies as and when they arise. Further, the Committee gives full consideration for directors, to succession planning including executive directors. identifies and recommends to remuneration policy The Committee also reviews and recommends an appropriate for executives and considers the performance of any executive director against his performance objectives when considering the executive director’s annual remuneration review. 40 CORPORATE GOVERNANCE REPORT (CONT) DIVISION OF RESPONSIBILITIES (cont) Provisions 14. The responsibilities of the chair, chief executive, senior independent director, board and committees should be clear, set out in writing, agreed by the board and made publicly available. The annual report should set out the number of meetings of the board and its committees, and the individual attendance by directors. o As mentioned in Provision 9. above, the responsibilities of the Non-Executive Chairman and the CEO are clearly defined in writing. In addition, the CEO has entered into a contract of employment so that he can clearly understand the requirements of the role. Each non-executive director, including the Senior Independent non-executive director, has a Letter of Appointment in place to ensure they clearly understand the requirements of their role. o o Details of executive directors’ service contracts and the Chairman’s and non-executive directors appointment letters are provided within the Directors Report, copies of all of which are also available for inspection by request at the Company’s registered office during normal business hours and at the AGM. o The number of meetings of the Board and its committees and the individual attendance by directors is set out within the Directors Report. 15. When making new appointments, the board should take into account other demands on directors’ time. Prior to appointment, significant commitments should be disclosed with an indication of the time involved. Additional external appointments should not be undertaken without prior approval of the board, with the reasons for permitting significant appointments explained in the annual report. Full-time executive directors should not take on more than one non-executive directorship in a FTSE 100 company or other significant appointment. in a Details of Non-executive directors are required to disclose prior appointments and other significant commitments and are required to inform the Board of any changes or additional the timely manner. commitments non-executive external appointments can be found on pages 26 to 30. Before accepting new appointments, non- executive directors are required to obtain approval from the Chairman and the Chairman requires approval from the whole Board. It is essential that no appointment causes a conflict of interest or impacts on the Non-Executive Director’s commitment and time spent with the Group in their existing appointment. The CEO has no other current non-executive directorships in a listed entity. 16 All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board. o All directors have access to the advice and services of the joint company secretaries and each director, and each board committee member may take obtain independent professional advice at the Company’s expense, subject to prior notification to the other non-executive directors and joint company the secretaries are accountable directly to the Board through the Chairman. The Company currently has two (2) joint company secretaries, one based in London and one based in Australia. Both the appointment and removal of the company secretary is a matter for the whole Board. joint company secretaries. The 41 CORPORATE GOVERNANCE REPORT (CONT) COMPOSITION, SUCCESSION AND EVALUATION Principles J. Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be maintained for board and senior management. Both appointments and succession plans should be based on merit and objective criteria and, within this context, should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. K. The board and its committees should have a combination of skills, experience and knowledge. Consideration should be given to the length of service of the board as a whole and membership regularly refreshed. L. Annual evaluation of the board should consider its composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each director continues to contribute effectively. Provisions 17. The board should establish a nomination committee to lead the process for appointments, ensure plans are in place for orderly succession to both the board and senior management positions, and oversee the development of a diverse pipeline for succession. A majority of members of the committee should be independent non-executive directors. The chair of the board should not chair the committee when it is dealing with the appointment of their successor. o The Remuneration and Nomination Committee is comprised of Jonathan Trollip, as Chairman of the Committee, together with David Hathorn and David Netherway. The Remuneration and Nomination Committee Report is on pages 55 and 56 and details how the Company has complied with the relevant sections of the Code or explains the reasons for any areas of non-compliance. All newly induction appointed directors are provided with an programme which is tailored to their existing skills and experience, a legal update on directors’ duties and responsibilities and one-on-one meetings with members of the senior management team are undertaken. The Board is informed of any material changes to governance, laws and regulations affecting the Group’s business by the Chairman in conjunction with the Group’s joint company secretaries. 18. All directors should be subject to annual re-election. The board should set out in the papers accompanying the resolutions to elect each director the specific reasons why their contribution is, and continues to be, important to the company’s long-term sustainable success. 19. The chair should not remain in post beyond nine years from the date of their first appointment to the board. To facilitate effective succession planning and the development of a diverse board, this period can be extended for a limited time, particularly in those cases where the chair was an existing non-executive director on appointment. A clear explanation should be provided. 20. Open advertising and/or an external search consultancy should generally be used for the appointment of the chair and non-executive directors. If an external search consultancy is engaged, it should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors. o All directors are subject to annual re-election. Shareholders are provided with all material information in the notice of meetings to assist in informing the decision on whether or not to elect or re-elect a director as well as reasons why their contribution is, and continues to be, important to the Company’s long-term sustainable success. David Hathorn has been the Non-Executive Chairman for approximately 2 and a half years, having been appointed a Director and Non-Executive Chairman on 25 August 2017. No such appointments were made during the year. 42 CORPORATE GOVERNANCE REPORT (CONT) COMPOSITION, SUCCESSION AND EVALUATION (cont) o Provisions 21. There should be a formal and rigorous annual evaluation of the performance of the board, its committees, the chair and individual directors. The chair should consider having a regular externally facilitated board evaluation. In FTSE 350 companies this should happen at least every three years. The external evaluator should be identified in the annual report and a statement made about any other connection it has with the company or individual directors. o During the year the Company undertook an internal evaluation of the board and its committees. In addition, an appraisal of the Non-Executive Chairman’s performance was led by David Netherway as the Senior Independent Non-Executive Director. 22. The chair should act on the results of the evaluation by recognising strengths and addressing any weaknesses of the board. Each director should engage with the process and take appropriate action when development needs have been identified. the Each director of the Company at the time participated in the Board and Committee evaluations, as applicable, the results of which were discussed at a board meeting attended by all directors. No significant areas of development were identified that required appropriate action to be taken. 23. The annual report should describe the work of the o The Remuneration and Nomination Committee Report on pages 55 to 56 sets out, inter alia, the objectives of the Committee, the processes that are used in relation to appointments, its approach to succession planning, how the board evaluation has been conducted, the policy on diversity and inclusion and the gender balance of senior management and their direct reports. nomination committee, including: • the process used in relation to appointments, its approach to succession planning and how both support developing a diverse pipeline; • how the board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the board and individual directors, the outcomes and actions taken, and how it has or will influence board composition; • the policy on diversity and inclusion, its objectives and linkage it has been implemented and progress on achieving the objectives; and • the gender balance of those in the senior management and their direct reports. to company strategy, how AUDIT, RISK AND INTERNAL CONTROL Principles M. The board should establish formal and transparent policies and procedures to ensure the independence and effectiveness of internal and external audit functions and satisfy itself on the integrity of financial and narrative statements. N. The board should present a fair, balanced and understandable assessment of the company’s position and prospects. O. The board should establish procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the company is willing to take in order to achieve its long-term strategic objectives. Provisions 24. The board should establish an audit committee of independent non-executive directors, with a minimum membership of three, or in the case of smaller companies, two. The chair of the board should not be a member. The board should satisfy itself that at least one member has recent and relevant financial experience. The committee as a whole shall have competence relevant to the sector in which the company operates. 43 The Audit and Risk Committee comprises of 2 members, both of whom are independent Non-Executive Directors, of which David Netherway is considered by the Board to have recent and relevant financial experience. CORPORATE GOVERNANCE REPORT (CONT) The main roles and responsibilities of the Committee are set out in its Terms of Reference, a copy of which can be found on the Company’s website. AUDIT, RISK AND INTERNAL CONTROL (cont) 25. The main roles and responsibilities of the audit committee • the company’s should include: • monitoring the integrity of the financial statements of the company and any formal announcements relating financial performance, and to reviewing significant financial reporting judgements contained in them; providing advice (where requested by the board) on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company’s position and performance, business model and strategy; reviewing the company’s internal financial controls and internal control and risk management systems, unless expressly addressed by a separate board risk committee composed of independent non-executive directors, or by the board itself; • • • • to • monitoring and reviewing the effectiveness of the company’s internal audit function or, where there is not one, considering annually whether there is a need for one and making a recommendation to the board; tender process and making conducting the recommendations the the board, about appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor; reviewing and monitoring the external auditor’s independence and objectivity; reviewing the effectiveness of the external audit process, into consideration relevant UK professional and regulatory requirements; the developing and engagement of the external auditor to supply non- audit services, ensuring there is prior approval of non- audit services, considering the impact this may have on independence, taking into account the relevant regulations and ethical guidance in this regard, and reporting to the board on any improvement or action required; and reporting to the board on how it has discharged its responsibilities. implementing policy on taking • • 44 CORPORATE GOVERNANCE REPORT (CONT) AUDIT, RISK AND INTERNAL CONTROL (cont) 26. 27. 28. 29. Details of the work of the Committee during the year are set out in the Audit and Risk Committee Report on pages 53 to 54. The annual report should describe the work of the audit committee, including: o the significant issues that the audit committee considered relating to the financial statements, and how these issues were addressed; o an explanation of how it has assessed the independence and effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, information on the length of tenure of the current audit firm, when a tender was last conducted and advance notice of any retendering plans; in the case of a board not accepting the audit committee’s recommendation on the external auditor appointment, reappointment or removal, a statement from the audit committee explaining its recommendation and the reasons why the board has taken a different position (this should also be supplied in any papers recommending appointment or reappointment); o o where there is no internal audit function, an explanation internal assurance is achieved, and how this affects the work of external audit; and the absence, how for o an explanation of how auditor independence and the external objectivity are safeguarded, auditor provides non-audit services. if The directors should explain in the annual report their responsibility for preparing the annual report and accounts, and state that they consider the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company’s position, performance, business model and strategy. The board should carry out a robust assessment of the company’s emerging and principal risks. The board should confirm in the annual report that it has completed this assessment, including a description of its principal risks, what procedures are in place to identify emerging risks, and an explanation of how these are being managed or mitigated. The board should monitor the company’s risk management and internal control systems and, at their least annually, carry out a effectiveness and report on that review in the annual report. The monitoring and review should cover all material controls, including financial, operational and compliance controls. review of 45 The Directors’ Responsibility Statement is set out on page 33. The Board has carried out a robust assessment of the Company’s emerging and principal risks, details of which are set out within the Review of Operations and Strategic Report. The only emerging risk during the year was in respect of COVID-19 and this is referred to in Strategic Report on page 16 under the section headed capital requirement and ability to attract funding and on page 17 under the section headed environmental and occupational health and safety risks. Kore Potash has a Risk Matrix which is reviewed by the Board on a regular basis. The Board considers the Company’s risk management and internal control systems to be sound and effective. CORPORATE GOVERNANCE REPORT (CONT) AUDIT, RISK AND INTERNAL CONTROL (cont) 30. In annual and half-yearly financial statements, the board should state whether it considers it appropriate to adopt the going concern basis of accounting in preparing them, and identify any material uncertainties to the company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements. The CEO and CFO provide, at the end of each reporting period, a formal statement to the board confirming that the Group’s financial reports present a true and fair view, in all material respects, and that the Group’s financial condition and operational results have been prepared in accordance with the relevant accounting standards. The statement also confirms the integrity of the Group’s financial statements and that it is founded on a sound system of risk management and internal compliance and controls which implemented in accordance with the policies approved by the Board, and that the Group’s risk management and internal compliance and control systems, to the extent they relate to financial reporting, are operating efficiently and effectively in all material respects. 46 CORPORATE GOVERNANCE REPORT (CONT) AUDIT, RISK AND INTERNAL CONTROL (cont) 31. Taking account of the company’s current position and principal risks, the board should explain in the annual report how it has assessed the prospects of the company, over what period it has done so and why it considers that period to be appropriate. The board should state whether it has a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, drawing to any qualifications or assumptions as attention necessary. During the year ended 31 December 2020, the Group incurred a loss of USD 3,144,172 (year ended 31 December 2019: USD 4,202,752) and experienced net cash outflows from operating and investing activities of USD 9,277,027 (year ended 31 December 2019: USD 11,257,647). Cash and cash equivalents totalled USD 5,555,000 at 31 December 2020 (at 31 December 2019: USD 7,578,727). The Directors have prepared a cash flow forecast for the period ending 31 December 2022, which indicates that the Group will not have sufficient liquidity to meet its working capital requirements to the end of the going concern period (31 March 2022), primarily being corporate costs and some work on the 1st Phase of the Definitive Feasibility Study (“DFS”) related to the DX Project. The Group anticipates a deficit of c.USD 1.3 million towards the end of Q1 2022. The Directors have considered various mitigating actions, which include raising additional capital in Q2 – Q3 2021 to enable the Group to continue to fund its working capital requirements through the going concern period. The Directors have identified a number of funding options available to the Group. The Directors note the Group has a history of successfully raising capital on the AIM and JSE, and in the past on the ASX. However, factors beyond the Company’s control, including pandemic diseases such as COVID-19, which affect the stock markets, may in turn have a negative impact on any fund raising. The Directors have reviewed the Group's overall position and outlook in respect of the matters identified above and are of the opinion that there are reasonable grounds to believe that funding will be secured and therefore that the operational and financial plans in place are achievable and accordingly the Group will be able to continue as a going concern and meet its obligations as and when they fall due. The Directors will continue to pursue further capital raising initiatives in order to have sufficient funds to continue the development of the DX Project and for general corporate purposes. The ability of the Group to continue as a going concern is dependent on achieving the matters set out above. These conditions indicate a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. 47 CORPORATE GOVERNANCE REPORT (CONT) AUDIT, RISK AND INTERNAL CONTROL (cont) The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. The Directors consider that a period of 1.5 years from the financial statement date is appropriate as the assumptions made in the review about market conditions are expected to remain valid over this period. The Directors have also carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business liquidity, as model, documented in the Review of Operations and Strategic Report on pages 7 to 22, which has informed the assessment of viability. future performance, solvency or 48 CORPORATE GOVERNANCE REPORT (CONT) REMUNERATION Principles P. Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success. Executive remuneration should be aligned to company purpose and values and be clearly linked to the successful delivery of the company’s long-term strategy. Q. A formal and transparent procedure for developing policy on executive remuneration and determining director and senior management remuneration should be established. No director should be involved in deciding their own remuneration outcome. R. Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of company and individual performance, and wider circumstances. Provisions 32. The board should establish a remuneration committee of independent non-executive directors, with a minimum membership of three, or in the case of smaller companies, two. In addition, the chair of the board can only be a member if they were independent on appointment and cannot chair the committee. Before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. 33. The remuneration committee should have delegated responsibility for determining the policy for executive director remuneration and setting remuneration for the chair, executive directors and senior management. It should review workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the policy for executive director remuneration. The Remuneration and Nomination Committee is comprised of Jonathan Trollip, as Chairman, together with David Netherway and David Hathorn, who was considered independent on his appointment as a Director and Chairman of the board. Jonathan Trollip has had relevant experience of listed company directors and senior executive remuneration in his former capacity as chairman of ASX listed Spicers Limited and in his current role as non-executive director of ASX listed Propel Funeral Partners Limited The Remuneration and Nomination met once during the year to consider the 2019 STIP Awards and the 2020 STIP Target Awards for key management personnel, to confirm the 1st tranche of the 2019 LTIP Options, to consider staff salary reviews and to consider the CEO’s 2019 STIP Award and the 2020 STIP parameters and weightings. In relation to these matters, it made a number of recommendations to the Board which the Board accepted. 49 CORPORATE GOVERNANCE REPORT (CONT) REMUNERATION (Cont) 34. The remuneration of non-executive directors should be determined in accordance with the Articles of Association or, alternatively, by the board. Levels of remuneration for the chair and all non-executive directors should reflect the role. time commitment and Remuneration for all non-executive directors should not include share options or other performance-related elements. responsibilities of the time their The remuneration of non-executive directors is determined by the board, taking cognisance of the Company’s Articles of Association and commitment and responsibilities. Additional remuneration is paid to the Chairman of the Board and the chair of each Board Committee in order to reflect the time commitment and responsibilities required for those roles. No increase in non- executive directors’ remuneration was made during the year. In addition, at the proposal of the Chairman, his salary was reduced to USD 100,000 per annum with effect from 1 July 2020 to reflect the current market environment and the company’s financial position. The Non-Executive Chairman has been awarded Share Options, as approved by shareholders at the June 2020 AGM. The Share Options have been structured to recognise the Company’s current state of development and the key project milestones that are critical to the success of the Company, which may result in the Share Options being exercisable within three years from award. Following the achievement of these project milestones and the expiration and/or satisfaction of the conditions of the Share Options, the Board intends to adopt a new incentive scheme that will be more in line with the recommendations of the 2018 UK Code. Certain non-executive Directors are entitled to Performance Rights which unconditionally vest on the first, second and third anniversaries of the Company’s Admission to AIM i.e. on 29 March 2019, 21 March 2020 and 29 March 2021, in accordance with the Company’s AIM Admission Document dated 26 March 2018. In order to subscribe for the shares in respect of the vested Performance Rights each non- executive director is required to subscribe USD 0.001 per share. An external remuneration consultant is appointed as and when required to advise the Committee However, no such appointment was required during the year. 35. Where a remuneration consultant is appointed, this should be the responsibility of the remuneration committee. The consultant should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors. Independent judgement should be exercised when evaluating the advice of external third parties and when receiving views from executive directors and senior management. 50 CORPORATE GOVERNANCE REPORT (CONT) REMUNERATION (Cont) long-term 36. Remuneration schemes should promote shareholdings by executive directors that support alignment with long-term shareholder interests. Share awards granted for this purpose should be released for sale on a phased basis and be subject to a total vesting and holding period of five years or more. The remuneration committee should develop a formal policy for post- employment shareholding requirements encompassing both unvested and vested shares. 37. Remuneration schemes and policies should enable the use of discretion to override formulaic outcomes. They should also include provisions that would enable the company to recover and/or withhold sums or share awards and specify the circumstances in which it would be appropriate to do so. 38. Only basic salary should be pensionable. The pension contribution rates for executive directors, or payments in lieu, should be aligned with those available to the workforce. The pension consequences and associated costs of basic salary increases and any other changes in rates, pensionable particularly for directors close to retirement, should be carefully considered when compared with workforce arrangements. remuneration, or contribution During 2020 the Remuneration and Nomination Committee reviewed the remuneration package of the CEO. It was agreed to defer any recommendation with respect to the CEO’s remuneration package, including any short-term bonus, pending further clarification on the overall position of the Company, including the outcome of the DX DFS and the Company’s projected cash position. Details of the Company’s remuneration scheme and policies are set out within the Remuneration Report. Details of the pension arrangements, including contribution rates, for the CEO are set within the Remuneration Report. 39. Notice or contract periods should be one year or less. If it is necessary to offer longer periods to new directors recruited from outside the company, such periods should reduce to one year or less after the initial period. The remuneration committee should ensure compensation commitments in directors’ terms of appointment do not reward poor performance. They should be robust in reducing compensation to reflect departing directors’ obligations to mitigate loss. The CEO is employed on an ongoing basis, which may be terminated by either party giving 6 months’ notice. Each non-executive director has a letter of appointment for an initial term of 3 years (with the exception of the Chairman whose agreement continues until terminated by the Board or in accordance with its terms). The appointment of the non-executive director may be terminated by the Company giving 1 month notice, by the non-executive director by immediate notice and also in accordance with the Company’s Articles of Association. 51 CORPORATE GOVERNANCE REPORT (CONT) REMUNERATION (Cont) to detailed remuneration was subject The CEO’s consideration by the Remuneration and Nomination when the current CEO was employed in 2018. This was reflected in the CEO’s employment contract and considered again in 2029. During 2020 the Remuneration and Nomination Committee gave the CEO’s further consideration remuneration and the results of those considerations are set out in section 36 above. to The Remuneration and Nomination Report on pages 57 to 70 sets out, inter alia the objectives of the Committee and a description of the work carried out during the year. 40. When determining executive director remuneration policy remuneration committee should the and practices, address the following: • • • • • • clarity – remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce; simplicity – remuneration structures should avoid complexity and their rationale and operation should be easy to understand; risk – remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated; • predictability – the range of possible values of rewards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy; proportionality – the link between individual awards, the delivery of strategy and long-term the company should be clear. performance of Outcomes should not reward poor performance; and alignment to culture – incentive schemes should drive behaviours consistent with company purpose, values and strategy. the 41. There should be a description of the work of the remuneration committee in the annual report, including: • an explanation of the strategic rationale for executive directors’ remuneration policies, structures and any performance metrics; • reasons why the remuneration is appropriate using internal and external measures, including pay ratios and pay gaps; a description, with examples, of how the remuneration committee has addressed the factors in Provision 40; • whether the remuneration policy operated as intended in terms of company performance and quantum, and, if not, what changes are necessary; • • • what engagement has taken place with shareholders and the impact this has had on remuneration policy and outcomes; what engagement with the workforce has taken place to explain how executive remuneration aligns with wider company pay policy; and to what extent discretion has been applied to remuneration outcomes and the reasons why. • 52 CORPORATE GOVERNANCE REPORT (CONT) AUDIT AND RISK COMMITTEE The Audit and Risk Committee (“the Committee”) comprises 2 members, both of whom are independent Non-Executive Directors, David Netherway is considered by the Board to have recent and relevant financial experience. The Committee meets formally at least twice a year and otherwise as required and also meets with the Company’s external auditors at least twice a year. The Committee assists the Board in discharging its responsibilities with regard to financial reporting, including reviewing the Group’s annual and half year financial statements, accounting policies, key judgments and estimates taken, internal and external audit and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. In addition, the Committee is responsible for ensuring the integrity of the financial information reported to shareholders and internal control systems and ensuring effective risk management and financial control frameworks have been implemented. The Committee also ensures that appropriate procedures, resources and controls are in place to comply with the AIM Rules for Companies and the Market Abuse Regulations, monitors compliance thereof and seeks to ensure that the Company and its nominated advisor are in contact on a regular basis. The Committee also helps to address risk management, and is committed to maintain a risk management framework that seeks to: • Avoid the likelihood of unacceptable outcomes and costly surprises; • Provide greater openness and transparency in decision making and ongoing management processes; • Provide for a better understanding of issues associated with the Group’s activities; • Comprise an effective reporting framework for meeting corporate governance requirements; and • Allow an appropriate assessment of innovative processes to identify risks before they occur and allow informed judgement. The Committee is also responsible for approving, reviewing and monitoring the Company’s risk management policy. The objectives of this risk management policy are to: • Provide a structured risk management framework that will provide Senior Management and the Board with comfort that the risks confronting the organisation are identified and managed effectively; • Create an integrated risk management process owned and managed by the Group’s personnel that is both continuous and effective; • Ensure that the management of risk is integrated into the development of strategic and business plans, and the achievement of the Group’s vision and values; and • Ensure that the Board is regularly updated with reports by the committee. Management is responsible for efficient and effective risk management across the activities of the Group. This includes ensuring the implementation of policies and procedures that address risk identification and control, training and reporting. The CEO is responsible for ensuring the process for managing risks is integrated within business planning and management activities. 53 CORPORATE GOVERNANCE REPORT (CONT) AUDIT AND RISK COMMITTEE (CONT) The Board reviews the effectiveness of the implementation of the risk management system and internal control system annually. When reviewing risk management policies and the internal control system the Board takes into account the Company’s legal obligations and also considers the reasonable expectations of the Company’s stakeholders, including shareholders, employees, customers, suppliers, creditors, consumers and the wider community. The Group does not currently have an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks with senior personnel and Directors. Once the Group is at a size and scale that warrants an Internal Auditor, the Board will be responsible for the appointment and overseeing of the Internal Auditor. The Group currently is not subject to any material exposure to environmental and social sustainability risks. The principal areas of risk for the Company are detailed on pages 16 to 18 of the Annual Report. During the year, the Committee reviewed the planning of the 2020 annual report including consideration of the financial statements and going concern (including material uncertainty), impairment assessment of the exploration and evaluation assets, other key judgments and estimates, value proposition and business model. The Committee received and considered memoranda from management regarding these matters, and also took into account the views of the external auditor. The Committee concluded that no impairment charge was necessary for the exploration and evaluation assets and that the going concern basis is the appropriate method to prepare the annual report on. Following the appointment of BDO LLP, as the Company’s auditors with effect from 28 June 2019, a resolution to reappoint BDO LLP as auditors was proposed and passed by the requisite majority at the AGM held on 26 June 2020. A resolution will be proposed at this year’s AGM to reappoint BDO for the forthcoming financial year. The Board via the Committee is satisfied that the provision of non-audit services during the year as disclosed in note 18 is compatible with the Financial Reporting Council’s Ethical Standard in the UK as well as other general standard of independence for auditors. The Directors are satisfied that non-audit services did not compromise the external auditor’s independence for the following reasons: • all non-audit services are reviewed and approved by the Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided do not compromise the general principles relating to auditor independence under all relevant independence rules. • The Committee assesses the quality of the external audit annually and considers the performance of BDO LLP and its associates taking into account the Committee’s own assessment, feedback from senior finance personnel and views from BDO LLP and its associates on their performance as detailed in a report of their audit findings at the year end, which they presented to the Committee at its meeting in March 2021. Based on this review, the Committee was satisfied with the effectiveness of the audit for the year ended 31 December 2020. 54 CORPORATE GOVERNANCE REPORT (CONT) REMUNERATION AND NOMINATION COMMITTEE The Remuneration and Nomination Committee (“the Committee”) has three members, two of whom are independent Non- Executive Directors, including the chair, Jonathan Trollip. The Committee also comprises David Netherway and David Hathorn. The Committee is required to meet annually and at such other times as required. Its objectives are to • maintain a board of directors that has an appropriate mix of skills, experience and knowledge to be an effective decision- making body; ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance; review and recommend an appropriate remuneration policy, the objective of which shall be to attract, retain and motivate executive directors of the quality required to successfully run the Company, without paying more than is necessary having regard to market comparables; and adhere to the principle that no director or senior executive shall be involved in any decisions as to their own remuneration. • • • The Committee undertakes a detailed selection process as per the Company’s recruitment and diversity policy to appoint or re- appoint a director to the Board. Included in this process are appropriate reference checks which include but not limited to character reference, police clearance certificate and bankruptcy to ensure that the Board remains appropriate for that of an AIM, ASX or JSE quoted company. In addition, the Committee is responsible for considering and recommending board candidates for election or re-election, reviewing succession planning, determining the terms of employment and total remuneration of the executive director and Chairman and considering the Group’s incentive schemes. Directors’ Remuneration and Share Option Schemes The Non-Executive Chairman and CEO have been awarded Share Options, as approved by shareholders at the June 2019 AGM. The Share Options have been structured to recognise the Company’s current state of development and the key project milestones that are critical to the success of the Company, which may result in the Share Options being exercisable within three years from award. Following the achievement of these project milestones and the expiration and/or satisfaction of the conditions of the Share Options, the Board intends to adopt a new incentive scheme that will be more in line with the recommendations of the 2018 UK Code. Diversity Policy The Group is committed to an inclusive workplace that embraces and promotes diversity, while respecting International, Sovereign, UK, South African, RoC and Australian laws. It is the responsibility of all directors, officers, employees and contractors to comply with the Group's Diversity Policy and report violations or suspected violations in accordance with this Diversity Policy. The Group recognises the value of a diverse work force and believes that diversity supports all employees reaching their full potential, improves business decisions, business results, increases stakeholder satisfaction and promotes realisation of the Group’s vision. Diversity may result from a range of factors including but not limited to gender, age, ethnicity and cultural backgrounds. The Company believes the individual differences between people add to the collective skills and experience of the Group and ensure it benefits by selecting from all available talent. 55 CORPORATE GOVERNANCE REPORT (CONT) Directors’ Remuneration and Share Option Schemes (cont) Given the Group's size, early stage of development and relatively small number of employees (46 average number of employees in 2020 of which 8 are females), the Group is yet to define measurable objectives for achieving diversity targets and expects to set in place a range of objectives that are consistent with its growth strategy in future. Group and Individual Expectations • Ensure diversity is incorporated into the behaviours and practises of the Group; • Facilitate equal employment opportunities based on job requirements only using recruitment and selection processes which ensures we select from a diverse pool; • Engage professional search and recruitment firms when needed to enhance our selection pool; • Help to build a safe work environment by acting with care and respect at all times, ensuring there is no discrimination, harassment, bullying, victimisation, vilification or exploitation of individuals or groups; • Develop flexible work practices to meet the differing needs of our employees and potential employees; • Attract and retain a skilled and diverse workforce as an employer of choice; • Enhance customer service and market reputation through a workforce that respects and reflects the diversity of our stakeholders and communities that we operate in; • Make a contribution to the economic, social and educational well-being of all of the communities it serves; • Meet the relevant requirements of domestic and international legislation appropriate to the Group’s operations; • Create an inclusive workplace culture; and • Establish measurable diversity objectives and monitor and report on the achievement of those objectives annually. Evaluation of Senior Executives Arrangements put in place by the Board to monitor the ongoing performance of the Group’s Executives include: • A review by the Board of the Group’s financial performance; • Annual performance appraisal meetings incorporating analysis of key performance indicators with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Group; • An analysis of the Group’s prospects and projects; and • A review of feedback obtained from third parties, including advisors (where applicable). Informal evaluations of the CEO and other Senior Executive’s individual performance and overall business measures are undertaken progressively and periodically throughout the financial year. HEALTH, SAFETY AND ENVIRONMENTAL COMMITTEE The Health, Safety and Environmental Committee (“the Committee”) is chaired by David Netherway and comprises David Hathorn, Brad Sampson and Gavin Chamberlain (COO) and is required under its Terms of Reference to meet formally at least twice a year and at such other times as required. However, as health, safety and environmental matters are reported on each month in management reporting to the Board and are part of each Board meeting agenda and with limited operational activity during the feasibility study phases, creating a low-risk environment, no separate Committee meetings were held during the year. The Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to health, safety and environmental matters affecting the Group, including recommending various policies and policy changes in relation to these areas to be adopted by the Group, reviewing the compliance status and any material non-compliance and, in the event of an incident, reviewing the incident and considering the remedial actions being taken. 56 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report This Remuneration Report sets out information about the remuneration of Kore Potash’s key management personnel for the financial year ended 31 December 2020. The term ‘key management personnel’ refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The prescribed details for each person covered by this report are detailed below under the following headings: • • • • • key management personnel (KMP) remuneration policy relationship between the remuneration policy and company performance key terms of employment contracts remuneration of KMP KMP of the Company and the Group This report details the nature and amount of remuneration for the KMP of the Group. KMP during the financial year 2020 were: Executive Directors Brad Sampson Non-Executive Directors David Hathorn Jonathan Trollip Timothy Keating David Netherway Trinidad Maria Reyes Perez José Antonio Merino Executives Henko Vos SJCS Andrey Maruta Gavin Chamberlain Chief Executive Officer (appointed on 4 June 2018) Non-Executive Chairman (appointed on 25 August 2017) Non-Executive Director (appointed on 17 November 2017) Non-Executive Director (appointed on 17 November 2017) Non-Executive Director (appointed on 12 December 2017) Non-Executive Director (appointed on 20 November 2020) Non-Executive Director (resigned on 20 November 2020) Joint Company Secretary (appointed on 7 November 2017) Joint Company Secretary (appointed on 1 October 2018) Chief Financial Officer (appointed on 21 September 2019) Chief Operating Officer (appointed 1 October 2017) 57 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Remuneration Policy The remuneration policy of Kore Potash has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group’s financial results. The Remuneration and Nomination makes recommendations to the Board in relation to the composition of the Board, the appointment of the CEO and succession planning, and remuneration for directors and senior executives. The Board endeavours with its remuneration policy to attract and retain high calibre executives and directors to run and manage the Group within the constraints of the financial position of the Group. The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. All executives receive a base salary and superannuation, where applicable. The Board reviews executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain high calibre executives and reward them for performance that results in long-term growth in shareholder wealth. Executives may also be entitled to participate in the employee share and option arrangements. The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability and the Company’s financial capacity constraints. Independent external advice is sought when required. During the financial year, independent external advice was sought on appropriate remuneration of directors to better reflect market practice for comparable companies listed on AIM, and this resulted during the financial year in the implementation of revised remuneration arrangements for all non-executive directors. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Group, although to assist with the Company’s cash position some non-executive directors have agreed to receive a portion of their fees by way of Company shares rather than cash. However, to align directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company. The Board has adopted the Kore Potash Performance Rights Plan to establish an incentive plan aiming to create a stronger link between employee performance and reward and increasing shareholder value by enabling the participants of the plan to have a greater involvement with and share in the future growth and profitability of the Company. 58 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Key Terms of Employment Contracts with Executive KMPs Key Terms of Employment Contracts for the financial year ending 31 December 2020: Base Salary per Annum Name Brad Sampson (Chief Executive Officer, appointed 4 June 2018) USD 550,000 GBP 172,500 Andrey Maruta (Chief Financial Officer, appointed 23 September 2019) Gavin Chamberlain (Chief Operating Officer) USD 280,500 Term of Agreement No fixed term 6-month notice period No fixed Term 3-month notice period Notice Period No fixed term 3-month notice period Non-Executive Director Arrangements Non-executive directors receive a board fee and fees for chairing or participating on board committees, see table below. They do not receive performance-based pay (except via options and performance rights under the Group’s performance rights plan) or retirement allowances. The fees are inclusive of superannuation. The Chairman does not receive additional fees for participating in or chairing committees. Fees are reviewed annually by the Board taking into account comparable roles and market data provided by the Board’s independent remuneration adviser. The current base annual fees were reviewed with effect from 1 April 2020. Base fees Chairman Senior independent non-executive director Other non-executive directors Additional fees Audit and risk committee – Chair Audit and risk committee – member Remuneration and nomination – Chair Remuneration and nomination – member Health, safety and environmental – Chair Health, safety and environmental – member Base Salary Per Annum USD 100,000 USD 66,500 USD 56,000 USD 7,000 - USD 7,000 - USD 7,000 - All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board’s policies and terms, including remuneration, relevant to the office of director. Directors with special responsibilities are disclosed within the various committee reports in the Corporate Governance Report on pages 53 to 56. At the proposal of the Chairman, his salary was reduced to USD 100,000 from USD 156,000 per annum with effect from 1 July 2020 to reflect the current market environment and the company’s financial position. 59 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) KMP Remuneration The remuneration for each Director and KMP of the Group during the year ended 31 December 2020 was as follows: 1 January 2020 to 31 December 2020 single figure table Short-Term Benefits Fees/Basic Salary USD Annual Bonus USD Termination benefits USD Post- Employment Benefits Superannuation USD Executive Directors Brad Sampson Non-Executive Directors David Hathorn Jonathan Trollip Trinidad Maria Reyes Perez (iii) Timothy Keating David Netherway José Antonio Merino (iii) Executives Henko Vos (ii) SJCS Gavin Chamberlain Andrey Maruta 549,557 146,693 120,300 62,685 - 13,998 80,500 13,998 - - - - - - 841,038 146,693 12,158 77,159 280,500 172,500 542,317 - - - - - Total 1,383,355 146,693 - - - - - - - - - - - - - - - - - - - - - - - - - - - - Options / Performance Rights (i) USD Total USD 208,173 904,423 202,151 38,563 - 11,360 11,360 322,451 101,248 - 25,358 91,860 13,998 471,607 1,459,338 -) -) 187,135 116,810 303,945 12,158 77,159 467,635 289,310 846,262 775,552 2,305,600 (i) Options as share-based payment arrangements and performance rights granted under the STIP, LTIP and other schemes are expensed over the vesting period, which includes the years to which they relate and their subsequent vesting periods. (ii) Nexia Perth Pty Ltd has been engaged to provide accounting, administrative and company secretarial services on commercial terms. Mr Vos is currently employed by Nexia Perth. (iii) Trinidad Maria Perez Peres was appointed as a non-executive director on 20 November 2020, following the resignation of Jose Antonio Merino on 20 November 2020 as non-executive director. Brad Sampson was the highest paid Director during the 2020 year and details of his remuneration are disclosed above. 60 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) KMP Remuneration The remuneration for each Director and KMP of the Group during the year ended 31 December 2019 was as follows: 1 January 2019 to 31 December 2019 single figure table Short-Term Benefits Fees/Basic Salary USD Annual Bonus USD Termination benefits USD Post- Employment Benefits Superannuation USD Options / Performance Rights USD Total USD 550,000 50,397 156,000 65,113 31,500 55,992 71,750 55,992 986,347 - - - - - - 50,397 22,486 72,257 224,473 211,871 286,110 48,171 216,627 1,081,995 - - - - - - - - - - - - - - - - - - 25,347 47,115 - - - 72,462 - 442,813 1,043,210 - 3,195 - - - - 3,195 - - - - - - - - 171,195 42,597 87,898 23,010 22,838 -) 790,351 -) -) 58,442 70,691 55,658 - - 184,791 327,195 110,905 119,398 79,002 94,588 55,992 1,830,290 22,486 72,257 308,262 329,677 341,768 48,171 216,627 1,339,248 Executive Directors Brad Sampson Non-Executive Directors David Hathorn Jonathan Trollip Leonard Math Timothy Keating David Netherway José Antonio Merino Executives Henko Vos SJCS John Crews Julien Babey Gavin Chamberlain Andrey Maruta Guy de Grandpre Total 2,068,342 50,397 72,462 3,195 975,142 3,169,538 Brad Sampson was the highest paid Director during the 2019 year and details of his remuneration are disclosed above. 61 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Employee Share Option Plan and Employee Performance Rights Plan Kore Potash operates an ownership-based scheme for executives and senior employees of the Group. In accordance with the provisions of the plans, as approved by shareholders at a previous general meeting, executives and senior employees may be granted performance rights and/or options to purchase parcels of ordinary shares at an exercise price determined by the Board based on a recommendation by the Remuneration and Nomination Committee. Each employee share option converts into one ordinary share of Kore Potash on exercise. No amounts are paid or payable by the recipient on receipt of the option, aside from when the option is exercised. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Each employee performance rights will be converted into one ordinary share of Kore Potash upon vesting conditions being met. No amounts are paid or payable by the recipient on receipt of the performance rights. The performance rights carry neither right to dividends nor voting rights. The performance rights/options granted expire as determined by the Board based on a recommendation by Remuneration and Nomination Committee, or immediately following the resignation of the executive or senior employee, whichever is the earlier. Summary information for Options as SBP arrangements in existence during 2020 During the financial year, the following options as SBP arrangements for KMP and other personnel were in existence: Option Series 32 * Option Series 33 Options Series 34** Options Series 35** Options Series 36** Grant Date 27/06/2019 19/07/2019 Vesting Date Refer below 19/07/2022 Number of Options 4,000,000 26,900,000 Expiry Date 27/06/2020 19/07/2024 Fair Value at Grant Date GBP 0.0364 GBP 0.007 Exercise Price GBP 0.11 GBP 0.022 15/09/2019 15/09/2022 12,000,000 01/01/2024 GBP 0.0092 GBP 0.022 15/09/2019 15/09/2022 12,000,000 01/01/2024 GBP 0.0092 GBP 0.022 15/09/2019 15/09/2022 9,000,000 01/01/2024 GBP 0.0092 GBP 0.022 * Option Series expired during the financial year. ** These options were issued to Gavin Chamberlain (Option Series 34), Andrey Maruta (Option Series 35) and Guy de Grandpre (Option Series 36). The vesting conditions for these Options include milestones being achieved in relation to the Kola Project. Unless otherwise indicated above, there are no performance criteria that need to be met in relation to options granted above before the beneficial interest vests in the recipient. However, the executives and senior employees receiving the options meet the vesting conditions only if they continue to be employed with the Company at the vesting date. Please refer to Note 21 to the financial statements for further details of the options granted as detailed above. Options Series 34, 35 and 36 were granted as compensation during the year. Further details of the performance conditions for these options can also be found in Note 21 to the financial statements. Option series 32 expired in the financial year. There was no exercise of options during the year or any further issues. 62 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Summary information for Performance Rights as SBP arrangements in existence during 2020 During the financial year, the following performance rights as SBP arrangements for KMP and other personnel were in existence: Rights Series 7 * Rights Series 9 ** Rights Series 12 Rights Series 13 ** Rights Series 14 ** Rights Series 15** Rights Series 16** Rights Series 17** Rights Series 19** Rights Series 20** Rights Series 25*** Grant Date 07/12/2015 20/11/2015 29/05/2017 31/05/2017 29/05/2017 29/05/2017 27/06/2019 27/06/2019 27/06/2019 27/06/2019 17/03/2020 Vesting Date Refer below Refer below Refer below Refer below Refer below None vested Refer below Refer below Refer below Refer below Refer below Number of Rights 5,000,000 8,500,000 2,000,000 660,000 4,482,005 11,734,853 1,500,000 750,000 750,000 750,000 2,500,000 Expiry Date 06/12/2020 01/03/2021 31/05/2022 31/05/2022 31/05/2022 31/05/2022 22/05/2022 22/05/2022 22/05/2022 22/05/2022 17/03/2025 Fair Value at Grant Date AUD 0.1753 AUD 0.1867 AUD 0.1700 AUD 0.1700 AUD 0.1700 AUD 0.17 / AUD 0.104 GBP 0.0564 GBP 0.0564 GBP 0.0564 GBP 0.0564 GBP 0.0615 The above Performance Rights have nil exercise price. * Vested, converted to fully paid ordinary shares and/or cancelled during the year – Please refer to Note 21 to the financial statements for more details of conversions and cancellations. ** these series were partially converted or cancelled in the year. *** Rights series 25 was issued in the period under the STIP scheme There are various performance criteria that need to be met in relation to performance rights granted above before the beneficial interest vests in the recipient. However, if the executives and senior employees receiving the performance rights cease to be employed by the Company, the Board of Directors will determine if the performance rights vest immediately, are cancelled or vest upon the vesting condition being achieved. There was no exercise of performance rights during the year. Further details of the performance rights, performance conditions and vesting for the above series can be found in Note 21 to the financial statements. 63 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Reconciliation of options as SBP arrangements and performance rights held by KMP The table below shows a reconciliation of options as SBP arrangements and performance rights held by each KMP from the beginning to the end of the 2020 year. The maximum value of the options yet to vest has been determined as the amount of the grant date fair value of the options that is yet to be expensed. The minimum value of options yet to vest is nil, as the options will be forfeited or cancelled if the vesting conditions are not met. The amount expensed during the year denotes the amount expensed over the vesting period of the options or performance rights, and the percentage indicated denotes the proportion of this expense over the KMP’s total compensation, and therefore the proportion of the KMP’s total compensation that is linked to the Group’s performance for the 2020 year. For further information on each option and performance rights series, please refer to Note 21 to the financial statements. Name, option or rights series number, grant date, amount granted on grant date and issue date Executive Directors Brad Sampson (i) Options Series 33 02/07/2019 26,900,000 19/07/2019 Balance at the start of the year Granted or allocated as compen- sation No Unvested No Cancelle d or expired (iv) No % Other changes (ii) No Balance at the end of the year Vested and exer -cisable No Unvested No Max value yet to vest No Expensed in 2020 Vested and exer- cisable No % Vested % No Exer- cised No 0 26,900,000 - 8,966,666 33.3 - 26,900,000 - 8,966,666 33.3 - - - - - - - 8,966,666 17,933,334 465,308 208,173 - 8,966,666 17,933,334 465,308 208,173 45 45 64 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Reconciliation of options as SBP arrangements and performance rights held by KMP (cont) Balance at the Vested and exer- start of the year Granted or allocated as compe- nsation No cisable Unvested No No Other Balance at the end of the year Vested No % Exer- cised No Cancelled or expired (iv) No % change s (ii) No Vested and exer- cisable Unvested No No Max value yet to vest USD Expensed in 2020 % USD Name, option or rights series number, grant date, amount granted on grant date and issue date Non-executive directors David Hathorn Options Series 32 27/06/2019 Performance Rights 4,000,000 01/08/2019 Series 16 27/06/2018 1,500,000 01/08/2018 - 4,000,000 - 1,000,000 - 5,000,000 Jonathan Trollip Performance Rights Series 17 27/06/2019 500,000 01/08/2019 - 500,000 Timothy Keating Performance Rights Series 20 27/06/2019 David Netherway Performance Rights Series 19 27/06/2019 750,000 01/08/2019 - 500,000 500,000 01/08/2019 - 500,000 - - - - - - - - - - - - - (4,000,000) 100 (500,000) - - (500,000) (4,000,000) 80 - - (250,000) - - - - (250,000) - - (250,000) - - - - - - - - - - - - - - - - - 500,000 500,000 3,220 202.151 3,220 202,151 16 -) - 250,000 25,461 38,563 12 - 250,000 1,610 11,360 20 - 250,000 1,610 11,360 20 65 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Reconciliation of options as SBP arrangements and performance rights held by KMP (cont) Balance at the Name, option or rights series number, grant date, amount granted on grant date and issue date Vested and exer- start of the year Granted or allocated as compen- sation No cisable Unvested No No Exer- cised No Cancelled or expired (iv) No % Other change s No Vested and exer- cisable No Vested % No Unvested No Max value yet to vest USD Expensed in 2020 USD % Balance at the end of the year Executives Andrey Maruta Options Series 35 15/09/2019 Performance rights 12,000,000 25/06/20 Series 25 17/03/2020 200,000 17/03/2020 Gavin Chamberlain Options Series 34 19/07/2019 12,000,00 0 25/06/2020 Performance rights Series 15 29/05/2017 2,200,000 29/05/2017 - - - - - - 12,000,000 4,000,000 33 - 200,000 - - 12,200,000 4,000,000 - - - 12,000,000 4,000,000 33 - - - - - - - 4,000,000 8,000,000 19,586 116,068 86 - - 200,000 - - 4,000,000 8,200,000 19,586 116,810) 741) 100 ) ) - - - 4,000,000 8,000,000 19,586 116,068 86 - - - - - Series 25 17/03/2020 850,000 17/03/2020 0 850,000 - 2,200,000 12,850,000 4,000,000 50,000 - 490,000 6 - - - - - 1,760,000 800,000 - - 53,190 33) 17,877 100 - 4.000.000 10,560,000 19,856 187,135 - 2,200,000 - - 440,000 20 - Guy De Grandpre Options Series 32 15/09/2019 12,000,000 25/06/20 - - 9,000,000 3,000,000 33 - - - - 3,000,000 6,000,000 14,690 88,163 85 66 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Share-based payments granted as compensation to KMP Options and Performance Rights granted during 2020 The following table summarises the options as share-based payments and performance rights granted and approved to KMP during the financial year ending 31 December 2020. Options / Rights Series Option Series 34 Option Series 35 Option Series 36 Number of Options / Rights Granted at Grant Date Number Value of Options / Rights Granted at Grant Date USD 12,000,000 12,000,000 9,000,000 135,655 135,655 101,741 Executive Directors Gavin Chamberlain Andrey Maruta Guy De Grandpre Shares issued on exercise of options or performance rights Shares were issued to the following non-executive directors during the financial year ended 31 December 2020 following the vesting of the performance rights. Non-executive Directors David Hathorn Jonathan Trollip David Netherway Timothy Keating Options / Rights Series Rights Series 16 Rights Series 17 Rights Series 19 Rights Series 20 Number of shares granted in exchange for performance rights 500,000 250,000 250,000 250,000 67 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Shareholdings (ordinary shares) The numbers of ordinary shares in the Company held during the financial year by KMP, including shares held by entities they control, are set out below. 31 December 2020 Executive Directors Brad Samson Non-executive directors David Hathorn (i) Jonathan Trollip Timothy Keating David Netherway Executives Henko Vos Balance at 1 Jan 2020 Received as Remuneration Options Exercised / Rights Converted Other Movements (i) 2,464,705 - - Balance at 31 Dec 2020 2,464,705 49,269,093 2,190,051 250,000 2,122,689 56,296,538 7,688,465 2,676,139 - 3,473,055 13,837,659 500,000 250,000 250,000 250,000 1,250,000 58,720,007 -) -) -) 58,720,007 116,177,565 5,116,190 500,000 5,845,744 130,104,204 1 1 - - - - --) - 1 1 Total 56,296,539 13,837,659 1,250,000 58,720,007 130,104,205 (i) Shares purchased from on-market acquisitions. 31 December 2019 Executive Directors Brad Samson (ii) Non-executive directors David Hathorn (ii) Jonathan Trollip Timothy Keating Leonard Math (i) David Netherway Executives Henko Vos Julien Babey (i) Balance at 1 Jan 2019 Received as Remuneration Options Exercised / Rights Converted Other Movements (i) (ii) Balance at 31 Dec 2019 - - - 2,464,705 2,464,705 23,186,355 791,714 - - 350,000 24,328,069 1 1,043,914 1,043,915 5,865,095 1,148,337 - - 1,522,689 8,536,121 - - - 500,000 250,000 250,000 312,500 250,000 1,562,500 - - - 19,717,643) -) -) (312,500) -) 21,869,848 --) (1,043,914) (1,043,914) 49,269,093 2,190,051 250,000 - 2,122,689 56,296,538 1 - 1 Total 25,371,984 8,536,121 1,562,500 20,825,934 56,296,539 Other than otherwise indicated above, no other KMP held any ordinary shares in the Company during the current or prior years. 68 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Options, rights and equity warrants over equity instruments granted as compensation 31 December 2020 Executive Directors Brad Sampson Non-executive directors David Hathorn Jonathan Trollip Timothy Keating David Netherway Executives Andrey Maruta Guy De Grandpre Gavin Chamberlain Balance at 1 Jan 2020 Received as Remuneration Rights Vested Other Movements (i) to (v) Balance at 31 Dec 2020 Vested and exercisable at year end 26,900,000 5,250,000 500,000 500,000 500,000 33,650,000 - - 2,200,000 2,200,000 - 26,900,000 8,966,666 - - - - - (500,000) (250,000) (250,000) (250,000) (1,250,000) 12,200,000 9,000,000 12,850,000 34,050,000 - - - - (4,000,000) -) -) (4,000,000) -) -) (490,000)) (490,000)) 750,000 250,000 250,000 250,000 28,400,000 - - - - 8,966,666 12,200,000 9,000,000 14,560,000 35,760,000 4,000,000 3,000,000 4,000,000 11,000,000 Total 35,850,000 34,050,000 (1,250,000) (4,490,000) 64,160,000 19,966,666 Other than otherwise indicated above, no other KMP held any options, rights or equity warrants over ordinary shares in the Company during the year ended 31 December 2020. . 69 CORPORATE GOVERNANCE REPORT (CONT) Remuneration Report (Cont) Other transactions with KMP during the financial year ended 31 December 2020 No KMP has entered into a material contract (apart from employment) with the Company and the Group. No amount of remuneration is outstanding at 31 December 2020. Nexia Perth Pty Ltd are engaged to provide accounting, administrative and company secretarial services for the Group on commercial terms. Mr Henko Vos, who is based in Perth, Australia has been appointed as joint company secretary and is also currently an employee with Nexia Perth. During the year, the total amount paid to Nexia Perth by the Group for providing accounting, administration and company secretarial services was USD 84,203 and USD 114,484 to Smith & Williamson LLP. St James’s Corporate Services Limited was appointed on 1 October 2018 and engaged to provide company secretarial services for Kore Potash plc on commercial terms. During the year, the total amounts paid to St James’s Corporate Services Limited by the Group for providing company secretarial services were USD 59,713. There were no other transactions with KMP and its related parties. Voting of shareholders at last year’s AGM held on 26 June 2020 The Company received 98.23% “yes” votes on its Remuneration Report for the 2020 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. OTHER CORPORATE GOVERNANCE MATTERS Code of Conduct The Board acknowledges the need for continued maintenance of the highest standard of corporate governance practice and ethical conduct by all Directors and employees of the Group. The Board has adopted a Code of Conduct charter to promote ethical and responsible decision-making by the directors. The Board has approved a Code of Conduct for Directors, Officers, Employees and Contractors, which describes the standards of ethical behaviour that are required to be maintained. The Code of Conduct was approved prior to the Company’s listing on the AIM market and on the JSE. The Group promotes the open communication of any unethical behaviour within the organisation. Compliance with the Code of Conduct assists the Company in effectively managing its operating risks and meeting its legal and compliance obligations as well as enhancing the Group’s corporate reputation. The Code of Conduct describes the Group’s requirements on matters such as confidentiality, conflicts of interest, use of Group information, sound employment practices, compliance with laws and regulations and the protection and safeguarding of the Group’s assets. An employee who breaches the Code of Conduct may face disciplinary action. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach to the CEO or either of the joint company secretaries, via the Company’s confidential “Whistle Blowing” process. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be investigated, acted upon and kept confidential. Anti-Bribery and Anti-Corruption The Group’s Anti-Bribery and Anti-Corruption policy is set out in the Code of Conduct and has been aligned with relevant UK, Australian and South African laws governing Anti-Bribery and Anti-Corruption. The Group takes a zero-tolerance approach to acts of bribery and corruption by any Directors, officers, employees and contractors. The Group will not offer, give or receive bribes, or accept improper payments to obtain new business, retain existing business or secure any advantage and will not permit others to do so on its behalf. 70 CORPORATE GOVERNANCE REPORT (CONT) OTHER CORPORATE GOVERNANCE MATTERS (CONT) Dealings with Company Securities The Group’s Securities Dealing Policy is binding on all Directors, Senior Executives and Employees who are in possession of “inside information”. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading is permissible provided the relevant individual has received the appropriate prescribed clearance. The Board considers that the Share Dealing Code is in compliance with the MAR, AIM, ASX and JSE requirements, and continues to meet the requirements of the Board. Primary objective The Group’s primary objective is to leverage into resource projects to provide a solid base in the future from which the Group can build its resource business and create wealth for shareholders. The Group’s operations are subject to various environmental laws and regulations under the relevant government’s legislation. Full compliance with these laws and regulations is regarded as a minimum standard for the Group to achieve. In pursuing this objective, the Group manages its business operations consistent with its Code of Conduct. Market Disclosure The Company is subject to parallel obligations under the AIM Rules and the Market Abuse Regulation, in addition to the ASX Listing Rules and the JSE Regulations, in relation to the disclosure and control of price sensitive information. The Company has obligations under corporate and securities laws and stock exchange rules to keep the market fully informed of information which may have a material effect on the price or value of Group’s securities and to correct any material misrepresentation, mistake or misinformation in the market. The Group takes its continuous disclosure obligations seriously and requires that all of its Directors, Officers, Employees and Contractors observe and adhere to the Group’s procedures and policies governing compliance with all laws pertaining to continuous disclosure, tipping and insider trading. The Company has a formal Disclosure Policy ("Disclosure Policy") addressing its continuous disclosure obligations and arrangements. The objectives of the Disclosure Policy are to ensure that: • The communications of the Group with the public are timely, factual and accurate and broadly disseminated in accordance with all applicable legal and regulatory requirements; • Non-publicly disclosed information remains confidential; and • Trading of the Group's securities by directors, officers and employees of the Company and its subsidiaries remains in compliance with applicable securities laws. The Disclosure Policy also provides guidance to all Directors, Officers, Employees and Contractors of the Group of their responsibilities regarding their obligation to preserve the confidentiality of undisclosed material information while ensuring compliance with laws respecting timely, factual, complete and accurate continuous disclosure, price sensitive or material information, tipping and insider trading. The Disclosure Policy further covers disclosures in documents filed with the securities regulators and stock exchanges and written statements made in the Group’s annual and quarterly reports, news releases, letters to shareholders, presentations by Senior Management and information contained on Kore Potash’s website and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls. All announcements are approved by the Board, or approved delegates, prior to release with each announcement indicating the relevant approving party. The Board is circulated copies of announcements released to ensure they remain informed of market releases at all times. If there is misuse of price sensitive or material information not yet disclosed to the market by trading or breach in confidentiality, extremely serious penalties may apply to the individual or individuals involved. 71 CORPORATE GOVERNANCE REPORT (CONT) OTHER CORPORATE GOVERNANCE MATTERS (CONT) Shareholders The Group places considerable importance on effective communications with its shareholders. The Group’s communication strategy requires communication with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the Group. The strategy provides for the use of systems that ensure a regular and timely release of information about the Group is provided to shareholders. The Company’s website contains a separate section titled “Investors” which contains key documents for its investors. The website also provides: • • • • • • Information about the Company; An overview of the Group’s current projects; Copies of its half year reports and annual reports; Copies of quarterly cash flow reports and review of operations; Investors’ presentations; and Copies of its announcements to the stock exchanges. The Company’s share register is maintained electronically by Computershare. Their contact details are disclosed in the Corporate Directory of the Annual Report on page 3. The Board encourages full participation of shareholders at the Company’s AGM to ensure a high level of accountability, transparency and understanding of the Group’s strategy and goals. The Company provides information in its notice of meeting that is presented in a clear, concise and effective manner. With the Company listed on three exchanges, it aims, where possible, to hold general meetings at a reasonable time for all shareholders. Shareholders are provided with the opportunity at these meetings to ask questions in relation to each resolution before they are put to a vote and discussion is encouraged by the Board. The Company intends to conduct all voting at general meetings via a poll, as was the case for the two shareholder meetings held during 2020. One of the joint company secretaries, the Company’s external auditor and the Registrars are in attendance at general meetings of the Company to assist with any queries shareholders may have. The Corporate Governance Report was approved by the Board of Directors on 30 March 2021 and is signed on its behalf by ___________________________ David Hathorn Non-Executive Chairman _______________________________ Brad Sampson Chief Executive Officer 72 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC Opinion on the financial statements In our opinion: • • • • the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2020 and of the Group's loss for the year then ended; the Group financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; the Parent Company financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Kore Potash plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2020 which comprise the consolidated and parent company statements of profit or loss and other comprehensive income, the consolidated and parent company statements of financial position, the consolidated and parent company statements of changes in equity, and the consolidated and parent company statements of cash flows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006, and as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Material uncertainty related to going concern We draw attention to Note 1(b) to the financial statements, which indicates that the Group is reliant on future fund raisings to fund its exploration and development activities and fulfil its working capital requirements as they fall due. As stated in Note 1(b), these events or conditions, along with other matters as set out in Note 1(b) indicate that a material uncertainty exists that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Because of the judgements made by management, and the significance of this area, we have determined Going Concern to be a key area of focus for the audit. As described in note 1(b), management have prepared cash flow forecasts for the period to 31 December 2022, which indicate that the Group are reliant on future fundraising activity during 2021 in order to meet its liabilities as they fall due during this period. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included: • We obtained management’s cash flow forecasts for the period to 31 December 2022. We assessed the key underlying assumptions, including forecast levels of expenditure and exploration costs used in preparing these forecasts. In doing so, we considered factors such as actual performance against budget and third party contracted commitments. • We performed sensitivity analysis in respect of the key assumptions underpinning the forecasts, including operational costs, levels of exploration expenditure and assessed the level of cash required under such sensitivities. • We have discussed and gained an understanding of Management’s plans to raise funds in the short term as well as the longer term financing plans for the assets and considered the impact of COVID-19 (Coronavirus) on these plans. • We assessed the appropriateness of the disclosures included in the financial statements. 73 In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview Coverage Key audit matters Materiality 100% (2019: 100%) of Group total assets 2020 a Going concern Carrying value of exploration and evaluation (“E&E”) assets a Group financial statements as a whole US$2million (2019 - $1.6million) based on 1.25% of Total Assets (2019 – 1.0% of Total Assets) 2019 a a An overview of the scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. The Group’s principal operations are located in the Republic of Congo. In approaching the audit, we considered how the Group is organised and managed. We assessed there to be four significant components, being the Parent Company and the three exploration entities in the Republic of Congo: Sintoukola Potash S.A., Dougou Potash Mining S.A. and Kola Potash Mining S.A. The remaining components were considered non-significant to the Group audit and we performed analytical review procedures in respect of these. A full scope audit for Group reporting purposes was performed on the significant components based in the Republic of Congo by a local BDO member firm. The group audit team performed a full scope audit of the Parent Company, specific procedures over key risk areas including the Key Audit Matters and the audit of the consolidation. Our involvement with component auditors For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our involvement with component auditors included the following: • Detailed Group reporting instructions were sent to the component auditors, which included the significant areas to be covered by the audits (including areas that were considered to be key audit matters), and set out the information to be reported to the Group audit team. • The Group audit team was actively involved in the direction of the audits performed by the component auditor for Group reporting purposes, along with the consideration of findings and determination of conclusions drawn. • The Group audit team reviewed the component auditor’s work papers remotely, attended clearance meetings for the significant components and engaged with the component auditors during their fieldwork and completion phases. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section above, we have determined the matter described below to be a key audit matter: 74 Key audit matter Carrying value of exploration and evaluation (“E&E”) assets At 31 December 2020, the Group held E&E assets on its balance sheet as detailed in in note 7. As detailed in notes 1(q), there are judgments and inherent uncertainties around the recoverability of exploration and evaluation assets. Management and the Board are required to assess whether there are any potential impairment triggers, which would indicate that the carrying value of an asset at 31 December 2020 may not be recoverable. Given the materiality of the E&E assets in the context of the Group’s statement of financial position and the significant judgement involved in making the assessment of whether any indicators of impairment exist we consider this to be a key audit matter. How our audit addressed the key audit matter We reviewed and challenged management’s impairment assessment which was carried out in accordance with relevant accounting standards in order to determine whether there were any indicators of impairment. Our specific audit procedures performed in this regard included: The verification of license status, in order to check the legal title. • Checking that there is an ongoing plan to develop the licence areas and that the licences remain valid. • • Meetings with Management in order to understand the future plans for the assets. • Reviewing exploration activity to assess whether there was any evidence from exploration results to date which would indicate a potential impairment • Obtaining approved budgets and minutes of Board meetings to check that the Group intends to continue to explore specific license’s by including future expenditure. • Obtaining an understanding of Management’s expectation of commercial viability, reviewing any available technical documentation, including the Kola Definitive Feasibility Study and DX Scoping Study, in order to support this expectation and discussing results and operations. • Reviewing correspondence with the Government and holding discussions with Operational Management regarding ongoing updates to the Group’s exploration licences. We assessed the appropriateness of the disclosures included in the financial statements with regards to the requirements of relevant accounting standards. Key Observations We found management’s assessment of the carrying value of E&E assets to be acceptable and appropriately disclosed. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Materiality Basis for determining materiality Rationale for the benchmark applied Group financial statements 31-Dec-20 US$2million 1.25% Total Assets 31-Dec-19 US$1.6million 1.0% Total Assets Materiality was based on 1.25% of total assets. We consider total assets to be the most appropriate basis for materiality given the Materiality was based on 1.0% of total assets. We consider total assets to be the most appropriate basis for materiality given the 75 Performance materiality Basis for determining performance materiality Materiality Basis for determining materiality Rationale for the benchmark applied Performance materiality Basis for determining performance materiality Group is in the exploration and development stage. US$1.5million 75% of Group Materiality Group is in the exploration and development stage. US$1.0million 60% of Group Materiality Parent company financial statements 31-Dec-20 US$1.8million Set at 90% of Group materiality 31-Dec-19 US$1.44million Set at 90% (2019: 90%) of Group materiality given the assessment of the components aggregation risk. US$1.35million 75% of parent company Materiality US$0.864million 60% of parent company Materiality The level of performance materiality was set after considering a number of factors including the expected value of known and likely misstatements and managements attitude towards proposed misstatements. Component materiality We set materiality for each component of the Group based on a percentage of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality was audited to a lower level of materiality ranging from $0.2m to $1.8m. In the audit of the components, we further applied performance materiality levels of 75% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated. Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of US$0.04m (2019 - US$0.03m). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Corporate governance statement As the Group has voluntarily adopted the UK Corporate Governance Code 2018 we are required to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Statement specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. Going concern and longer- term viability • The Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified (set out on page 47-48); and • The Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment covers and why the period is appropriate (set out on page 47-48). 76 Other Code provisions • Directors' statement on fair, balanced and understandable set out on page 44-45; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks (set out on pages 45 • The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems (set out on pages 53 to 54); and • The section describing the work of the Audit Committee (set out on page 53 to 54). Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report Matters on which we are required to report by exception In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. • In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for • our audit have not been received from branches not visited by us; or the Parent Company financial statements are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or • • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 77 • Holding discussions with management and the audit committee to understand the laws and regulations relevant to the Group and company. These included elements of financial reporting framework, mining regulations and environmental regulations. • We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it is considered there was a susceptibility of fraud. • We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. • Holding discussions with management and the audit committee to consider any known or suspected instances of non- compliance with laws and regulations or fraud identified by them; • Testing the appropriateness of journal entries made throughout the year by applying specific criteria to select journals which may be indicative of possible irregularities and fraud; • Performing a detailed review of the Group’s year-end adjusting entries and testing any that appear unusual as to nature or • amount to supporting documentation; Assessing the judgements made by management when making key accounting estimates and judgements, and challenging management on the appropriateness of these judgements; and • Reviewing minutes from board meetings of those charges with governance to identify any instances of non-compliance with laws and regulations. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Matt Crane For and on behalf of BDO LLP, Statutory Auditor London, United Kingdom 30 March 2021 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127) 78 STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2020 Directors’ remuneration Equity compensation benefits Salaries, employee benefits and consultancy expense Credit loss provision London listing and re-domicile expenses Administration expenses Fair value change in derivative financial liability Interest income Interest and finance expenses Net realised foreign exchange gains and unrealised Parent Note Dec 2020 USD Dec 2019 USD Consolidated Entity Dec 2020 USD Dec 2019 USD ) (550,509) (176,388) ) (572,961) (907,102) (834,760) (176,388) (828,445) (907,102) (1,081,425) (588,273) (1,150,649) (1,687,419) 1,792,612 (68,374) (1,010,164) (16,375,499) (47,839) (1,637,942) - (68,374) (985,438) - (49,675) (1,245,041) 2(a) 2(c) 5 2(b) 1,027 502,345 1,027 28,083 (6,167) 48,378 32,898 (6,216) 7,070 30,116 (10,204) 42,800 502,345 52,936 (15,393) (682) Loss before income tax expense (1,022,927) (19,593,519) (3,151,870) (4,178,476) Income tax Loss for the year 3 (1,022,927) -) (19,593,519) 7,698 (3,144,172) (24,276) (4,202,752) Other comprehensive income/(loss) Items that may be classified subsequent to profit or loss Exchange differences on translating foreign operations Other comprehensive income/(loss) for the year TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR Loss attributable to: Owners of the Company Non-controlling interest Total comprehensive (loss)/income attributable to: Owners of the Company Non-controlling interest - - -) -) 11,321,754 (3,104,632) 11,321,754 (3,104,632) (1,022,927) (19,593,519) 8,177,582 (7,307,384) (1,022,927) - (1,022,927) (19,593,519) -) (19,593,519) (3,141,042) (3,130) (3,144,172) (4,204,007) 1,255 (4,202,752) (1,022,927) - (1,022,927) (19,593,519) -) (19,593,519) 8,180,712 (3,130) 8,177,582 (7,308,639) 1,255 (7,307,384) Basic and diluted loss per share (cents per share) 22 (0.04) (1.68) (0.17) (0.36) The accompanying notes from pages 84 to 128 form part of these financial statements. 79 STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2020 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Right-of-use-asset Parent Consolidated Entity Dec 2020 USD Restated Dec 2019 USD Dec 2020 USD Dec 2019 USD 5,443,551 119,085 - 7,046,089 180,388 - 5,555,000 225,044 - 7,578,727) 358,954) 42,278 Note 4 5 6(a) TOTAL CURRENT ASSETS 5,562,636 7,226,477 5,780,044 7,979,959) NON CURRENT ASSETS Trade and other receivables Property, plant and equipment Exploration and evaluation expenditure Investment in subsidiary TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Lease liability Derivative financial liability TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity – Ordinary Shares Reserves Accumulated losses EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Non-controlling interests TOTAL EQUITY 5 6 7 8 9 6(b) 10 11 11(f) 147,741,819 141,887,553 -) -) 69) 147,741,888 141,887,622 - - 69 99,436 542,418 198,432) 560,711) 172,025,750 156,019,360) -) 156,788,503 - 172,667,604 153,304,524 149,114,099 178,447,648 164,758,462) 358,841 - 26 358,867 2,894,748) - 1,053 2,895,801 786,020 - 26 786,046 2,968,093) 55,582 1,053) 3,024,728) 358,867 2,895,801 786,046 3,024,728) 152,945,657 146,218,298 177,661,602 161,733,734) 2,451,768 1,541,253 169,598,292 163,740,876 (19,063,831) (19,104,403) 2,451,768 1,541,253) 238,515,593 221,336,423) (60,584,489) (62,743,176) 152,945,657 146,218,298 -) 152,945,657 146,218,298 - 178,224,185 162,293,187) (559,453) 177,661,602 161,733,734) (562,583) The accompanying notes from pages 84 to 128 form part of these financial statements. These Financial Statements for Kore Potash plc, registered number 10933682, were approved by the Board of Directors on 30 March 2021 and were signed on its behalf by: ___________________________ David Hathorn Non-Executive Chairman _______________________________ Brad Sampson Chief Executive Officer 80 STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2020 Consolidated Entity Balance at 1 January 2019 Loss for the period Other comprehensive loss for the year Total comprehensive (loss)/income for the year Transactions with shareholders Transfer of previously lapsed options Share Issue Share issue costs Share based payments Balance at 31 December 2019 Loss for the period Other comprehensive loss for the year Total comprehensive (loss)/income for the year Transactions with shareholders Transfer of previously lapsed options Conversion of performance rights Cancellation of performance rights Share issues Share issue costs Share based payments Ordinary Shares USD Note Share-Based Payments Reserve USD Share Premium Reserve USD Foreign Currency Translation Reserve USD Merger Reserve USD Accumulated Losses USD Equity Attributable to the Shareholders of Kore Potash plc USD NCI USD Total Equity USD 860,852 12,161,843 13,054,936 (15,310,945) 203,738,800 (59,331,800) 155,173,686 (560,708) 154,612,978 - - - - - - - - - - (3,104,632) (3,104,632) -) -) -) (4,204,007) - (4,204,007) (3,104,632) 1,255 (4,202,752) - (3,104,632) (4,204,007) (7,308,639) 1,255 (7,307,384) 11(a) 10 11(a) -) 680,401) -) -) 1,541,253) (2,951,318) -) -) 1,229,083 10,439,608 -) 12,923,250) (404,594) -) 25,573,592 - - - - - - - - - -) -) -) -) (18,415,577) - 11,321,754 11,321,754 -) -) -) -) 203,738,800) - - - 2,951,318 -) -) -) (60,584,489) (3,141,042) - (3,141,042) -) 13,603,651 (404,594) 1,229,083 162,293,187 -) -) -) -) (559,453) -) 13,603,651 (404,594) 1,229,083 161,733,734 (3,141,042) 11,321,754 (3,130) - (3,144,172) 11,321,754 8,180,712 (3,130) 8,177,582 11(a) 11(a) 11(a) 10 11(a) 3,508 - 886,217 - 20,790 (127,825) (212,111) (642,419) - - - 6,633,407 (281,199) - 78,280 409,283 - - - - - - - - - - - - 127,825 212,111 642,419 - - - - 3,508 - 7,519,624 (281,199) 508,353 - - - - - - - 3,508 - 7,519,624 (281,199) 508,353 Balance at 31 December 2020 2,451,768 9,866,536 32,004,080 (7,093,823) 203,738,800 (62,743,176) 178,224,185 (562,583) 177,661,602 The accompanying notes from pages 84 to 128 form part of these financial statements. 81 STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2020 Parent Balance at 31 December 2018 Loss for the year Total comprehensive (loss)/income for the year Transactions with shareholders Transfer of previously lapsed options Share issue Share issue costs Share based payments Balance at 31 December 2019 Loss for the year Total comprehensive (loss)/income for the year Transactions with shareholders Conversion of performance rights Transfer of previously lapsed options Cancellation of performance rights Share issue Share issue costs Share based payments Note Ordinary Shares USD Share Based Payments Reserve USD Share Premium Reserve USD Merger Reserve USD Reorganisation Reserve USD Accumulated Losses USD Total Equity USD 860,852) 12,161,843) 13,054,936) 203,738,800) (76,011,124) (2,421,631) 151,383,676) -) -) -) -) -) -) 11(a) 10 11(a) -) 680,401) -) -) (2,951,318) -) -) 1,229,083 -) 12,923,250) (404,594) -) -) -) -) -) -) -) -) -) -) -) -) -) (19,593,518) (19,593,518) (19,593,518) (19,593,518) 2,951,318 -) -) - -) 13,603,651 (404,594) 1,229,083 1,541,253) 10,439,608 25,573,592 203,738,800) (76,011,124) (19,063,831) 146,218,298) - - - - 11(a) 11(a) 11(a) 10 11(a) 3,508 (212,111) - 886,217 - 20,790 (127,825) (642,419) - - 409,283 - - - - - 6,633,407 (281,199) 78,280 - - - - - - - - - - - - - - (1,022,927) (1,022,927) (1,022,927) (1,022,927) 212,111 3,508 127,825 642,419 - - 7,519,624 (281,199) 508,353 - - Balance at 31 December 2020 2,451,768 9,866,536 32,004,080 203,738,800 (76,011,124) (19,104,403) 152,945,657 The accompanying notes from pages 84 to 128 form part of these financial statements. 82 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020 Parent Consolidated Entity Note 31 Dec 2020 USD 31 Dec 2019 USD 31 Dec 2020 USD 31 Dec 2019 USD CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers Payments to employees Income tax received/(paid) Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Payments for exploration activities Amounts advanced to related parties Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payment for share issue costs Repayment of lease liabilities related to offices Interest paid on lease liabilities Net cash provided by financing activities Net (decrease)/increase in cash & cash equivalents held Cash and cash equivalents at beginning of financial year Foreign currency differences Cash and cash equivalents at end of financial year 13 6 7 5 11 11 4 (2,410,792) (1,262,350) - (3,673,142) (1,550,846) (1,270,441) -) (2,821,287) (1,688,877) (2,341,702) 7,691 (4,022,888) (2,396,209) (2,482,790) (45,130) (4,924,129) - - (5,190,116) 28,083 (5,162,033) -) -) (2,920,914) 32,898) (2,888,016)) (15,664) (5,262,603) - 30,116 (5,248,151) (18,465) (6,371,268) -) 56,215) (6,333,518) 7,519,624 (281,199) 12,761,449) (13,127)) 7,519,624 (281,199) 12,761,449) (13,127)) - - (12,171) (178,216) - 7,238,425 - 12,748,322) (192) 7,226,062 (7,322) 12,562,784) (1,596,750) 7,039,019) (2,044,977) 1,305,137 7,046,089 -) 7,578,727 6,187,113) (5,788) 7,070) 21,250 86,477) 5,443,551 7,046,089 5,555,000 7,578,727 The accompanying notes from pages 84 to 128 form part of these financial statements. 83 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company is a public company incorporated and registered in England and Wales with primary dual listing on the AIM market and on the ASX, and a secondary listing on the JSE. The consolidated financial statements of the Company as at and for the year ended 31 December 2020 comprise the Company and its subsidiaries which are disclosed in Note 8 (together referred to as the “Group”). The Group is involved in mining exploration activity in the RoC. The company is limited by shares. The registered office of Kore Potash plc’s head office in the United Kingdom is 25 Moorgate, London, United Kingdom EC2R 6AY. Basis of Preparation (a) Statement of Compliance The annual financial statements of the Company and the Group have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The principal accounting policies adopted by the Group and Company are set out below. The financial statements were authorised for issue by the Directors on 30 March 2021. New standards, interpretations and amendments issued not yet effective There are a number of standards, amendments to standards, and interpretations which have been issued by that are effective in future accounting periods that the group has decided not to adopt early. The following amendments are effective for the period beginning 1 January 2022: • Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37); • Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16); • Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and • References to Conceptual Framework (Amendments to IFRS 3). In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that ‘settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments were originally effective for annual reporting periods beginning on or after 1 January 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after 1 January 2023. Kore Potash Plc is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of its liabilities. Other The Group does not expect any other standards issued, but not yet effective, to have a material impact on the group. 84 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (b) Going Concern During the year ended 31 December 2020, the Group incurred a loss of USD 3,144,172 (year ended 31 December 2019: USD 4,202,752) and experienced net cash outflows from operating and investing activities of USD 9,277,027 (year ended 31 December 2019: USD 11,257,647). Cash and cash equivalents totalled USD 5,555,000 at 31 December 2020 (at 31 December 2019: USD 7,578,727). The Directors have prepared a cash flow forecast for the period ending 31 December 2022, which indicates that the Group will not have sufficient liquidity to meet its working capital requirements to the end of the going concern period (31 March 2022), primarily being corporate costs and some work on the 1st Phase of the Definitive Feasibility Study (“DFS”) related to the DX Project. The Group anticipates a deficit of c.USD 1.3 million towards the end of Q1 2022. The Directors have considered various mitigating actions, which include raising additional capital in Q2 – Q3 2021 to enable the Group to continue to fund its working capital requirements through the going concern period. The Directors have identified a number of funding options available to the Group. The Directors note the Group has a history of successfully raising capital on the AIM and JSE, and in the past on the ASX. However, factors beyond the Company’s control, including pandemic diseases such as COVID-19, which affect the stock markets, may in turn have a negative impact on any fund raising The Directors have reviewed the Group's overall position and outlook in respect of the matters identified above and are of the opinion that there are reasonable grounds to believe that funding will be secured and therefore that the operational and financial plans in place are achievable and accordingly the Group will be able to continue as a going concern and meet its obligations as and when they fall due. The Directors will continue to pursue further capital raising initiatives in order to have sufficient funds to continue the development of the DX Project and for general corporate purposes. The ability of the Group to continue as a going concern is dependent on achieving the matters set out above. These conditions indicate a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. 85 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) (b) Basis of Measurement The consolidated financial statements have been prepared on the basis of historical cost, adjusted for the treatment of certain financial instruments, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. (c) Functional and Presentation Currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates. The functional currency of the ultimate parent entity (Kore Potash plc) is US dollars. The functional currency of the subsidiaries are: • Kore Potash Limited – US Dollars (USD) • Sintoukola Potash S.A. - CFA Franc BEAC (XAF) • Dougou Potash Mining S.A. - CFA Franc BEAC (XAF) • Kola Potash Mining S.A. - CFA Franc BEAC (XAF) • Kore Potash South Africa (Pty) Ltd – South African RAND (ZAR) The presentational currency of the Group is US dollars. (d) Foreign Currency Transactions and Balances Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All differences in the consolidated financial report are taken to the Statement of Profit or Loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. As at the reporting date, the assets and liabilities of the foreign subsidiaries are translated into the reporting currency of the Company at the rate of exchange ruling at the reporting date and the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income are translated at the weighted average exchange rates for the period. The exchange differences on the retranslation are taken directly to Other Comprehensive Income. On disposal of a foreign entity, the deferred cumulative amount recognised in equity is recognised in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income. The functional currency for Sintoukola is expected to change to US dollars upon the commencement of mining, as potash is priced in US dollars. 86 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (e) Basis of Consolidation Subsidiaries are entities controlled by the Group. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Control, under IFRS10, is achieved when the Company: • has power over the investee; • • has the ability to use its power to affect its returns. is exposed, or has rights, to variable returns from its involvement with the investee; and The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group, other than in the event of a Group re-organisation as occurred during the year as described below. The acquisition of Kore Potash Limited by the Company on 20 November 2017 is considered outside the scope of IFRS 3 Business Combinations and accordingly has been accounted for as a common control transaction. The investment in Kore Potash Limited acquired by the Company as a result of the internal reorganisation was recognised at a value consistent with the carrying value of the equity items in the Kore Potash Limited accounts immediately prior to the Scheme. In the Parent entity, the difference between the carrying amount of share capital and options issued by the Company under the Scheme and the investment in Kore Potash Limited has been recognised in a Reorganisation Reserve. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-Group transactions have been eliminated in full. The acquisition of subsidiaries has been accounted for using the purchase method of accounting, other than in the Group re-organisation described above. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition. Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the consolidated Statement of Profit or Loss and Other Comprehensive Income and within equity in the consolidated Statement of Financial Position. In the Company’s financial statements, investments in subsidiaries are carried at cost. A list of controlled entities is contained in Note 8 to the financial statements. 87 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (f) Income Tax The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is recognised in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income except where it relates to items that are recognised directly in equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. (g) Property, Plant and Equipment Property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. The carrying amount of property, plant and equipment is reviewed at each reporting date to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. Property plant and equipment includes Drill Equipment, Camp buildings, machinery, office equipment and other transport machinery and equipment. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their estimated useful lives to the Group commencing from the time the asset is held ready for use. The depreciation rates used for the plant and equipment is in the range of 10% - 40%. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Depreciation of property, plant and equipment in SPSA is included in Capitalised Exploration and Evaluation Expenditure. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income. 88 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (i) Financial Assets Financial assets are recognised in the statement of financial position when the Group becomes party to the contractual provisions of the instrument. Trade are held in order to collect the contractual cash flows and are initially measured at the transaction price as defined in IFRS 15, as the contracts of the Group do not contain significant financing components. Impairment losses are recognised based on lifetime expected credit losses in profit or loss. Trade and other receivables are initially measured at fair value plus any direct attributable transaction costs. Subsequent to initial recognition, trade and other receivables are measured at amortised cost using the effective interest method, less any impairment losses. Other receivables are held in order to collect the contractual cash flows and accordingly are measured on initial recognition at fair value, which ordinarily equates to cost and are subsequently measured at cost less impairment due to their short-term nature. A provision for impairment is established based on 12-month expected credit losses unless there has been a significant increase in credit risk when lifetime expected credit losses are recognised. The amount of any provision or reversal is recognised in profit or loss. (i) Financial Liabilities and Equity Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. (ii) Effective Interest Rate Method The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial asset or liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. (iii) Impairment of Non-Financial Assets Other Than Exploration and Evaluation Assets The carrying amounts of the Group’s non-financial assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. (j) Trade and Other Payables These amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and which are unpaid. Trade and other payables are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, trade and other payables are measured at amortised cost using the effective interest rate method. 89 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (k) Cash and Cash Equivalents For purposes of the statement of cash flows, cash includes deposits at call with financial institutions and other highly liquid investments with short periods to maturity which are readily convertible to cash on hand and are subject to an insignificant risk of changes in value. (l) Capitalisation of Exploration and Evaluation Expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: the rights to tenure of the area of interest are current; and • • at least one of the following conditions is also met: • the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or • exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount at the reporting date. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is assessed for impairment and the balance is classified as a development asset. The point at which an area of interest is considered developmental is based on finalisation of a definitive feasibility study, a bankable feasibility study and the finalisation of appropriate funding. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Depreciation of fixed assets is also capitalised; this will then be amortised over the useful economic life of the asset. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. 90 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (m) Share Based Payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value grant rate is independently determined using the different option pricing models that takes into account the exercise price, the term of the option, the market and non-market based vesting and performance criteria, the impact of dilution, the tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. When share options and performance rights are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. All goods and services received in exchange for the grant of any share-based payment are measured at their fair values (n) Employee Benefits (i) Wages, salaries and annual leave Liabilities for wages, salaries and annual leave are recognised in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. (ii) Pension contributions Contributions are made by the Group to pension funds as stipulated by statutory requirements and are charged as expenses when incurred. (iii) Employee benefit on costs Employee benefit on costs, including payroll tax, are recognised and included in employee benefits liabilities and costs when the employee benefits to which they relate are recognised as liabilities. (o) Earnings per Share (i) Basic earnings per share Basic earnings per share is determined by dividing the net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (p) Issued Capital Ordinary shares and CDIs are classified as equity. CDIs are instruments traded on the ASX that allow non-Australian companies to list their shares on the exchange and use the exchange’s settlement systems. In the Company’s case, one CDI is equivalent to one share traded on the AIM market or on the JSE, as a result, CDI’s are considered to be equity. Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Costs directly attributable to the issue of new shares or options incurred in connection with a business combination, are included in the cost of the acquisition as part of the purchase consideration. 91 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (q) Critical Accounting Judgements and Estimates In the application of the Group’s accounting policies, which are described in this note, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The areas involving significant accounting judgment are set out in the tables below: Critical accounting judgement Impairment of exploration and evaluation assets, recovery of parent company investments and intercompany balances Details The ultimate recovery of the value of exploration and evaluation assets, the Company’s investment in subsidiaries, and loans to subsidiaries is dependent on the successful development and commercial exploitation, or alternatively, sale, of the exploration and evaluation assets. Please see note 7 (p.98) for the disclosure of the exploration and evaluation asset On a regular basis, management consider whether there are indicators as to whether the asset carrying values exceed their recoverable amounts. This consideration includes assessment of the following: (a) expiration of the period for which the entity has the right to explore in the specific area of interest with no plans for renewal; (b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (c) exploration for and evaluation activities have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and (d) whether sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. Management judgement is required to determine whether the expenditures which are capitalised as exploration and evaluation assets will be recovered by future exploitation or sale or whether they should be impaired. In assessing this, management determines the possibility of finding recoverable ore reserves related to a particular area of interest, which is a subject to significant uncertainties. Many of the factors, judgements and variables involved in measuring resources are beyond the Group’s control and may prove to be incorrect over time. Subsequent changes in resources could impact the carrying value of exploration and evaluation assets. Where an impairment indicator is identified, the determination of the recoverable amount requires the use of estimates and judgement in determining the inputs and assumptions used in determining the recoverable amounts. The key areas of judgement include: • Recent exploration and evaluation results and resource estimates; • Environmental issues that may impact on the underlying tenements; • Fundamental economic factors that have an impact on the operations and carrying values of assets and liabilities. Based on the information the Company has on the above, it was concluded by management that amounts were recoverable, and that no write down of exploration and evaluation assets, the Company’s investment in subsidiaries, and intercompany balances was recognised. This may change as new information becomes available. 92 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (q) Critical Accounting Judgements and Estimates (Cont) Critical accounting judgement Classification of capitalised exploration and evaluation costs to date Details Management judgement is required as to whether the assets associated with the Kola Potash Project represents an exploration asset to be accounted for under IFRS 6 Exploration for and Evaluation of Mineral Resources, or a development asset to be accounted for under IAS 16 Property, Plant and Equipment. A conclusion that consideration is required under IAS 16 or IAS 36 would mean that a full impairment test of the assets associated with the Kola Potash Project would have been required during 2020. In reaching the judgement that the assets associated with the Kola Potash Project should remain capitalised as exploration and evaluation assets, management has assessed whether technical and commercial viability of extracting mineral resources has been demonstrated. Given the ongoing negotiation with the FC over the final construction cost, and remaining permits to be obtained from the RoC, the Group has concluded that final technical and commercial viability of the Kola Potash Project has yet to be finalised. (r) Assumptions and Estimation Uncertainties Information about assumptions and estimation uncertainties at 31 December 2020 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities are set out in the table below. Estimation Uncertainty Timing of achieving milestones related to share-based payment arrangements in existence Details The share-based payments arrangements are expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. At each reporting date, vesting assumptions are reviewed to ensure they reflect current expectations and immediately recognises any impact of the revision to original estimates. If fully vested share options are not exercised and expire then the accumulated expense in respect of these is reclassified to accumulated losses. (s) Segment Reporting Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors, which is responsible for allocating resources and assessing performance of the operating segments. 93 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT) Basis of Preparation (Cont) (t) Prior error As at 31 December 2020, Kore Potash Plc, the company, had receivables owing to it from its underlying operating subsidiaries in the Republic of Congo amounting to USD 147,860,904 (2019: USD 142,067,941). Whilst legally these loans are repayable of demand, given the nature of the funding is for the subsidiaries exploration activity on long term assets, it is unlikely that these loans will be called in the next 12 months or realised within a 12 month period. For 31 December 2020 the loans have been classified to non-current assets which reflects the period in which these assets will be realised in line with the requirements of IAS 1. The nature of these loans has not changed in the last 12 months and therefore the loans should have also been classified as non-current in the prior financial period. The comparative for 2019 has also been restated to reflect the loans as non-current assets. The overall impact in 2019 is a decrease in current assets of USD 142,067,941 and an increase in non-current assets of USD 142,067,941 on the Company statement of financial position. There is no impact on comparative total assets, net assets, profit or loss or cash flow movements. NOTE 2: LOSS FOR THE YEAR Expenses (a) Equity based payments Directors, KMP and other employees (i) (b) Administration Expenses Accounting, company secretarial and audit fees Insurance expenses Legal fees Compliance, registration and other tax fees Marketing and investor relations Premises and office related costs South Africa Recharge Professional fees Recruitment fees Travel and accommodation expenses SPSA Depreciation reversal (ii) Other expenses Parent Dec 2020 USD Dec 2019 USD Consolidated Entity Dec 2020 USD Dec 2019 USD 176,388 907,102 176,388 907,102 352,984 90,737 42,710 57,317 139,814 - 106,655 99,335 2,239 42,440 - 75,933 1,010,164 331,974 61,518 67,102 217,059 96,825 - 652,310 - 30,000 164,868 - 16,286 1,637,942 354,173 91,226 42,710 67,284 146,557 (2,808) - 99,335 2,239 61,131 - 123,591 985,438 524,378 84,784 75,865 240,253 110,002 706 - 100,171 41,928 240,205 (732,978) 559,727 1,245,041 (i) (ii) Details of KMP and employee share-based payments can be found in Note 21. Kola and DX projects are in Exploration & Evaluation (E&E) phase. No amortisation and depreciation is recognised for E&E assets. Any Property Plant & Equipment (PP&E) used in E&E phase are depreciated and depreciation charge is capitalised in E&E assets accordingly. Some depreciation charges were expensed in prior years but subsequently reversed in 2019. (c) Salaries, employee benefits and consultancy expense Wages and Salaries Social Security costs Consultancy costs 673,997 37,844 369,584 1,081,425 74,340 2,775 511,158 588,273 740,184 33,650 376,815 1,150,649 952,650 81,333 653,436 1,687,419 94 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 2: LOSS FOR THE YEAR (CONT) (d) Average number of employees Operational Head Office Number - 9 9 Number - 5 5 Number 34 12 46 Number 21 15 36 Total staff costs for the Group in the year ended 31 December 2020 were USD 2,169,079 (2019: USD 3,452,966). The staff costs incurred during the year at a subsidiary, SPSA, of USD 733,108 has been capitalised as Exploration and Exploration Asset (2019: USD 1,808,187). NOTE 3: INCOME TAX EXPENSE The components of tax expense comprise: Current tax – foreign tax (credit) Deferred tax Total income tax expense Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD -) -) -) -) -) -) (7,698) -) (7,698) 24,276) -) 24,276) The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax expense in the financial statements as follows: Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD Loss before tax (1,022,927) (19,593,519) (3,151,870) (4,178,476) Parent company tax on loss at the UK corporation tax rate of 19% (2019: 19%) Different tax rates of subsidiaries operating in different jurisdictions Tax effect of: Net non-deductible expenses Income not taxable for tax purposes Deferred tax asset not recognised Permanent differences Adjustments to opening and closing deferred tax (194,356) (3,722,769) (598,855) (793,910)) -) - (194,356) (3,722,769) (41,656) (640,511) 189,991) (603,919) 75,480 (354,192) 535,638 - (62,570) 194,356 4,059 3,266,158 404,915 - 47,637 3,722,769 107,572 - 540,637 - - 648,209 174,600) - 453,595) -) -) 628,195) Income tax (credit) / expense - - (7,698) 24,276) The statutory tax rate of Kore Potash plc is 19% (2019: 19%), representing the UK corporation tax rate. The Group is subject to varying statutory rates, primarily being Australia (30%), Congo (see Note 7 regarding corporate tax concessions applicable under the new mining convention) and South Africa (28%). The current tax credit of USD 7,698 (2019: charge of USD 24,276) arose on the pre-tax income generated in South Africa for intercompany management services. No deferred tax has been recognised in respect of the Group’s tax losses of USD 17,897,914 (2019: USD 14,759,166) that are available for offset against any future taxable profits in the companies in which the losses arose. Of these tax losses, USD 11,896,714 arose from the Australian entity and USD 5,890,483 arose from the parent entity (2019: USD 11,880,835 from the Australian entity and USD 2,878,311 from the parent entity). The tax losses which arose from the Australian entity can be carried forward indefinitely to be offset against future years’ profits. A deduction for prior years’ losses will be denied where the Company cannot satisfy a ‘continuity of ownership’ test or, failing this, the alternative ‘same business test’. 95 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 3: INCOME TAX (CONT) Deferred tax assets have not been recognised in respect of the losses arising from the Australian entity or the parent entity due to the uncertainty around timing of generating sufficient taxable profits in future to utilise the losses. These losses may also not be utilised to offset taxable profits elsewhere in the group. NOTE 4: CASH AND CASH EQUIVALENTS Cash at bank NOTE 5: TRADE AND OTHER RECEIVABLES Current Advance to employees Net GST, PAYE and VAT recoverable Prepayments Other receivables Non-Current Rental deposits Amounts due from subsidiaries (i) (ii) Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD 5,443,551 5,443,551 7,046,089) 7,046,089) 5,555,000 5,555,000 7, 7,578,727) 7,578,727) Parent Restated Dec 2019 Dec 2020 USD USD Consolidated Entity Dec 2020 USD Dec 2019 USD - 5151,690 29,369 88,670 119,111 1,046 111bbh9,587 (9,517955- 53,273 33,119 94,564 44,088 180,388 225,044 119,085 - 141,887,553 147,741,819 141,887,553 147,741,819 -) 99,436 - 99,436 19,640) 62,333) 187,539) 89,442) 358,954) 198,432) - 198,432) Total Trade and Other Receivables 147,860,904 142,067,941 324,480 557,386) (i) (ii) The amount due from a subsidiary is interest-free and is repayable on demand. The increase in the year relates to the transfer of intercompany balances from Kore Potash Plc to the Congolese entity in order to further fund the development of the exploration asset. IFRS 9 requires the Group to recognise an allowance for ECLs for all debt instruments not held at fair value through profit or loss. The loans to the subsidiaries, Sintoukola Potash S.A. and Kore Potash Limited, are classified as repayable on demand. IFRS 9 requires consideration of the expected credit risk associated with the loan. As the subsidiary company does not have any liquid assets to sell to repay the loan, should it be recalled, the conclusion reached was that the loan should be categorised as stage 3. As part of the assessment of expected credit losses of the intercompany loan receivable, the Directors have assessed the cash flows associated with a number of different recovery scenarios. This included consideration of the exploration project risk, country risk and the value of the potential reserves. The 2019 classification of the Amounts due from subsidiaries has been changed from current to non-current. See note 1(t) for details. EXPECTED CREDIT LOSS PROVISION Parent Dec 2020 USD Dec 2019 USD As at 1 January Increase in the year in relation to Kore Potash Limited Reversal in the year in relation to Kore Potash Limited As at 31 December As at 31 December 2020 there were no other receivables that were past due but not impaired. - - 16,375,499 (1,792,612) - 14,582,887 16,375,499 16,375,499 96 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 6: PROPERTY, PLANT AND EQUIPMENT Parent Dec 2020 USD Dec 2019 USD Plant and equipment – at cost Less accumulated depreciation Reconciliation: Opening balance Additions Depreciation capitalised under exploration and evaluation Depreciation expensed Disposals Foreign exchange differences Closing balance at period end -) -) -) -) -) -) -) -) -) -) Consolidated Entity Dec 2020 USD -) 2,267,839 -) (1,725,421) -) 542,418 Dec 2019 USD 2,126,019) (1,565,308) 560,711) 560,711 -) 20,723 -) (105,117) -) (2,304) -) -) (10,408) -) 78,813 -) 542,418 302,255) 392,334) (89,267) (13,161) (15,667) (15,783) 560,711) NOTE 6A: RIGHT-OF-USE-ASSET Parent Consolidated Entity Right-of-use asset at cost Disposal of right-of-use asset Less accumulated depreciation Disposal of right-of-use asset depreciation Less: impairment Reconciliation: Opening balance Adjustment for adoption (cost) Additions Depreciation Impairment Foreign exchange differences Closing balance at period end NOTE 6B: LEASE LIABILITIES Current Dec 2020 USD Dec 2019 USD -) -) -) -) -) -) - -) -) -) -) -) -) Parent Dec 2020 USD Dec 2019 USD -) -) Dec 2020 USD 234,149) (234,149) (234,149) 234,149 -) -) Dec 2019 USD 234,149 - (184,917) - (6,954) 42,278 42,278 - - (42,355) - 77 - 220,439 14,557 (184,917) (6,594) (1,207) 42,278 - Consolidated Entity Dec 2020 USD Dec 2019 USD -) -) 55,582 55,582 -) -) -) -) -) -) - -) -) -) -) -) -) -) -) The nature and accounting of Group’s leasing activities At 30 September 2020, all the Group leases contracts had expired. The right of use assets in existence during the year are for property with lease terms of 12 months or less. The Group has applied the recognition exemptions for these leases. Contracts may contain both lease and non-lease components. The Group allocates consideration between lease and non- lease components based on the price a lessor, or similar supplier, would charge to purchase that component separately. The lease term begins at the commencement date and includes any rent-free periods provided by the lessor. Lease terms vary between contracts and depend on the individual facts and circumstances of the contract. Lease liabilities are measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate as at 1 January 2019. The Group’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted-average rate applied was 6.172%. There were two short-term leases during the year or at year end relating to property (2019: nil). A total charge of USD 64,256 was incurred in relation to these leases (2019: USD nil). 97 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 7: EXPLORATION AND EVALUATION EXPENDITURE Opening balance Exploration and evaluation expenditure capitalised during the year Foreign exchange differences Closing balance at period end Exploration and evaluation expenditure relating to: Kola Potash Mining project Dougou Potash Mining project Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD -) -) -) -) -) -) -) -) 156,019,360 149,863,323 8,908,236) -) 2,835,793 -) 13,170,597 (2,752,199) -) 172,025,750 156,019,360) -) 142,554,630 132,153,210) 23,866,150) -) 29,471,120 -) 172,025,750 156,019,360 On 8 June 2017, a mining convention was signed by the Group and the Government of the RoC. The convention governs the conditions of construction, operation and mine closure of the Kola and Dougou (including Dougou Extension) mining projects. The terms and conditions of the mining convention include key investment promotion provisions, including the following: • Corporate tax concessions applicable for the first 10 years of each mining permit as production capacity is extended, which includes zero corporation tax for the first five years from profitability, and a corporation tax rate of 7.5% for the next five years; • An ongoing corporation tax rate of 15% for the rest of the life of mine; • Exemptions from withholding taxes including interest, dividends and capital gains during the term of the mining convention; • VAT and import duty exemptions (including all subcontractors) during construction; • Royalties of 3% payable to the RoC, which is based on an equivalent to EBITDA; • Guarantee from the RoC that it will facilitate and support the implementation of the project, as defined in the convention (for example, in granting the necessary consents to permit export of the final product through the use of a dedicated jetty); and • The RoC to be granted a 3% carried equity interest in the project companies, which are currently wholly-owned by Kore Potash Limited’s subsidiary, SPSA. The mining convention has a term which covers the life of the Kola and Dougou mining permits including any extension (25 years plus 15-year extension, renewable indefinitely upon proven mineable ore resources). The Group was awarded the Sintoukola 2 Exploration Permit dated 9 February 2018 by the government of the RoC. The Sintoukola 2 exploration permit has now expired at the end of February 2021 but the Company is considering reapplying for extension of the permit. On 7 December 2018, the Mining Convention covering the proposed staged development of the Kola and Dougou Mining Licences was gazetted into law following ratification by the Parliament of the Republic of the Congo. The result of this law being gazetted was that the RoC government were now entitled to a 10% equity interest in Dougou and Kola. There is currently no shareholder agreement in place for this agreement. Further information regarding the non-controlling interest is available in Note 11 (f). The ultimate recoupment of costs carried forward for exploration expenditure phases is dependent on the successful development and commercial exploitation, or alternatively, the sale of the respective areas of interest. 98 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 8: CONTROLLED ENTITIES Controlled Entities Country of Incorporation Kore Potash Limited (i) Australia Sintoukola Potash S.A. (“SPSA”) (i) Kore Potash South Africa (Pty) Ltd (“KPSA”) (i) Republic of Congo South Africa Percentage Owned Investment 31 Dec 2020 31 Dec 2020 Percentage Owned Investment 31 Dec 2019 31 Dec 2019 % 100 97 100 USD 67 1 1 % 100 97 100 USD 67 1 1 Held through Sintoukola Potash S.A.: Kore Potash Mining S.A. (“KPM”) Dougou Potash Mining S.A. (“DPM”) Republic of Congo Republic of Congo 100 100 18,264 18,264 100 100 18,264 18,264 The principal activity of Kore Potash Limited during the financial year was for administrational and operational support for the exploration for potash minerals prospects. The registered office of Kore Potash Limited is Level 3, 88 William Street, Perth WA 6000. The principal activity of SPSA and its two subsidiaries, KPM and DPM, during the financial year was exploration for potash minerals prospect. The registered office for the three entities is 24 Avenue Charles de Gaulle, Immeuble Atlantic Palace BP 662 Pointe Noire, République du Congo. The principal activity of Kore Potash South Africa (Pty) Ltd during the financial year was for South African administrative and operational support for the exploration for potash minerals prospects. The registered office is 2 Bruton Road, Block C, Nicol Main Office Park, Bryanston, Johannesburg, South Africa. Parent Dec 2020 USD Dec 2019 USD Consolidated Entity Dec 2020 USD Dec 2019 USD NOTE 9: TRADE AND OTHER PAYABLES Current Trade and other creditors Accruals Employee benefits and related payables Amounts due to a subsidiary Other Payables Total Trade and Other Payables 5,738 353,103 251,730 223,964 1,964,451 407,322 26,057 154,320 - - 652,510 - - 2,894,748 786,020 358,841 537,471 2,119,563 172,744 - - 414 138,315 2,968,093 Trade and other creditors are non-interest bearing and are normally settled on 30-day terms. NOTE 10: ISSUED CAPITAL Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD 2,451,768,173 Fully Paid Ordinary Shares at par value of USD 0.001 each (31 December 2019: 1,541,253,564 Fully Paid Ordinary Shares at par value of USD 0.001) 2,451,768 1,541,253) 2,451,768 1,541,253) Fully Paid Ordinary Shares 2,451,768 1,541,253) 2,451,768 1,541,253) 99 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 10: ISSUED CAPITAL (CONT) Details Issue of equity and performance rights (iii) Date 31 Dec 2018 Balance at 31 December 2018 13 Feb 2019 Conversion of Class C Performance Rights (i) 17 Jul 2019 Capital raising at GBP0.016 each (ii) 18 Oct 2019 5 Dec 2019 Drill rig share issue (iv) 31 Dec 2019 Equity issued to directors in lieu of payment (v) 31 Dec 2019 Closing balance 31 Mar 2020 Equity issued to directors in lieu of payment (vi) 7 April 2020 Conversion of performance rights (vi) 25 June 2020 Conversion of performance rights (vii) 25 June 2020 Equity research services share issue (viii) 21 Sept 2020 Capital raising at GBP 0.008515 each (ix) 6 Oct 2020 Equity issued to directors in lieu of payment (x) 31 Dec 2020 Equity issued to directors in lieu of payment (xi) 31 Dec 2020 Closing balance No. of Shares) 860,852,693 1,886,996 646,915,254 5,787,223 22,000,000 3,811,398 1,541,253,564 7,770,939 1,250,000 2,258,333 4,000,000 882,688,876 6,566,821 5,980,681 2,451,769,214 USD) 860,852 1,887 646,915 5,788 22,000 3,811 1,541,253 7,770 1,250 2,258 4,000 882,689 6,567 5,981 2,451,768 (i) On 13 February 2019, 1,886,996 Class C Performance Rights were converted into fully paid ordinary shares. The par value of the 1,886,996 ordinary shares was USD 1,887. (ii) On 17 July 2019, a total of USD 13,457,784 was raised from existing and new investors through the placing and direct subscription of 646,914,254 ordinary shares in the Company at a placing price of GBP 0.0.016 per new ordinary share. The par value of the 646,914,254 ordinary shares was USD 646,915. (iii) On 18 October 2019, the issue of shares to certain Non-Executive Directors in lieu of remuneration or part remuneration in respect of four quarterly periods ending 30 June 2020 was approved by shareholders at the General Meeting of the Company. Subsequently, on 18 October 2019, 4,224,723 shares were awarded in-lieu-of cash to David Hathorn, David Netherway and Jonathan Trollip. In the same announcement it was announced that, further to the unconditional vesting of the Performance Rights issued to certain Non-Executive Directors and Mr Leonard Math, a former Non-Executive Director, on 29 March 2019, being the first anniversary of admission to trading on AIM and as announced on 15 April 2019 and 21 June 2019,1,562,500 ordinary shares were issued to satisfy the Performance Rights. Accordingly, a total of 5,787,223 shares were issued at a par value of USD 5,788. (iv) On 5 December 2019, the Group acquired two drill rigs with ancillary equipment; in exchange for the drill rigs, the Group issued 22,000,000 ordinary shares at a deemed price of GBP 0.01225 to Equity Drilling Limited. The par value of 22,000,000 shares was USD 22,000. (v) On 21 January 2020, the Company issued in lieu of payment, 3,811,398 to David Hathorn, David Netherway and Jonathan Trollip. The par value of this issue was USD 3,811 (vi) On 7 April 2020, 7,770,939 ordinary shares of USD 0.001 each were issued to David Hathorn, David Netherway and Jonathan Trollip in lieu of cash remuneration or part remuneration for the quarter ended 31 March 2020 in line with the cost reduction strategy announced on 27 June 2019. In addition, 1,250,000 ordinary shares of USD 0.001 each were issued under the Company’s performance rights plans as previously announced on 7 April 2020. (vii) On 25 June 2020, a total of 2,258,333 ordinary shares of USD 0.001 each were issued to certain current and former employees of the Company to satisfy the conversion of vested Performance Rights in ordinary shares. Of these, 1,410,000, were issued to Gavin Chamberlain, the Company’s Chief Operating Officer. 100 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 10: ISSUED CAPITAL (CONT) Movement in Share Capital of Consolidated Entity (viii) On 25 June 2020, Align Research Limited, an unrelated party to the Company, has initiated coverage on the Company and will provide on-going equity research services to the Company. As consideration for these services, 4,000,000 ordinary shares of USD 0.001 each in the Company were issued to Align Research Limited at an agreed price of 0.75p per share, being the prevailing price at the date of signing the agreement. (ix) On 21 September 2020, a total of USD 7,516,096 was raised from existing and new investors through the placing and direct subscription of 882,688,876 ordinary shares in the Company at a placing price of GBP 0.008515 per new ordinary share. The par value of the 882,688,876 ordinary shares was USD 882,689. (x) On 6 October 2020, the Group issued in lieu of payment, 6,566,821 ordinary shares to David Hathorn, David Netherway and Jonathan Trollip. The par value of this issue was USD 6,567. (xi) On 15 January 2021, the Group issued in lieu of payment, 5,980,681 ordinary shares to David Hathorn, David Netherway and Jonathan Trollip. The par value of this issue was USD 5,981. NOTE 11: RESERVES Parent Consolidated Entity SBP reserve (a) Share premium reserve (b) Foreign currency translation reserve (c) Merger reserve (d) Reorganisation reserve (e) Total Reserves Dec 2020 USD 9,866,536 32,004,080 - Dec 2019 USD Dec 2019 USD 10,439,608) 25,573,592) -) 10,439,608) 25,573,592) (18,415,577)) 203,738,800 203,738,800) 203,738,800 203,738,800) - (76,011,124)- 163,740,876) 238,515,593 221,336,423) (76,011,124) 169,598,292 - Dec 2020 USD 9,866,536 32,004,080 (7,093,823) SBP Reserve (a) Opening balance Value performance rights converted in ordinary share capital Value of performance rights cancelled in the period Value of lapsed options transferred to accumulated losses (i) Share based payment vesting expense (ii) Closing balance 10,439,608 (212,111) (642,419) 12,161,843) - 10,439,608 (212,111) 12,161,843) - - (642,419) - (127,825) 409,283 9,866,536 (2,951,318) 1,229,083) 10,439,608) (127,535) 408,993 9,866,536 (2,951,318) 1,229,083) 10,439,608) (i) For further details, refer to Note 11(e). (ii) For parameters used in the valuation of the above options and performance rights see Note 21. 101 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 11: RESERVES (CONT) (a) SBP Reserve (Cont) Movement in SBP Reserve of the Consolidated Entity Date 31 Dec 2018 13 Feb 2019 27 June 2019 28 June 2019 19 July 2019 15 Nov 2019 31 Dec 2019 31 Dec 2019 7 Apr 2020 7 April 2020 25 June 2020 25 June 2020 25 June 2020 27 June 2020 6 Dec 2020 31 Dec 2020 31 Dec 2020 Details Closing balance Conversion of performance rights Conversion and cancellation of performance rights Cancellation of Performance rights Issue of unlisted options Expiry of 50,000,000 options SBP charge Closing balance Conversion of performance rights (i) Cancellation of performance rights (ii) Conversion of performance rights (iii) Issue of performance rights (iv) Issue of share options (v) Transfer of lapsed options (vi) Expiry of performance rights SBP charge Closing balance No. of Options 71,200,000) - - (17,200,000) 26,900,000 (50,000,000) -) 30,900,000 - - - - 33,000,000 (4,000,000) - -) 59,900,000 No. of Performance Rights 32,070,104) (1,886,996) (2,000,000) - - - -) 28,183,108 (1,250,000) (11,579,107) (2,258,333) 2,250,000 - - (1,253,750) -) 14,091,918 USD 12,161,843) (211,690) (104,712) - - (2,634,917) 1,229,084 10,439,608 (78,833) (642,419) (133,278) - - (127,825) - 409,283 9,866,536 (i) On 7 April 2020, the non-executive directors, satisfied their vesting condition of their performance rights and had the following amounts of performance rights converted into shares: Director David Hathorn David Netherway Jonathan Trollip Timothy Keating Vested 500,000 250,000 250,000 250,000 (ii) On 7 April 2020, 11,579,107 performance rights were cancelled, USD 642,419 has therefore been reversed out from the SBP reserve. (iii) On 25 June 2020, 2,258,333 performance rights and were converted into ordinary shares. A reversal of USD 133,278 from the SBP reserve was recognised in respect of this. (iv) On 25 June 2020, 2,250,000 of performance rights were issued to employees with 850,000 being issued to Gavin Chamberlain and 200,000 being issued to Andrey Maruta. (v) On 19 September 2019, Board approved the grant of 33,000,000 unlisted options to certain employees on 5 September 2019 under the Company’s Long Term Incentive Plan. The options were issued on 25 June 2020 in accordance with the Company’s Long Term Incentive Plan. Of the 33,000,000 options issued, two grants of 12,000,000 were issued to Gavin Chamberlain and Andrey Maruta) 102 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 11: RESERVES (CONT) (a) SBP Reserve (Cont) (vi) On 27 June 2020, 4,000,000 share options expired and USD 127,826 has therefore been reversed out from the SBP reserve. The SBP reserve is used to accumulate proceeds received from the issuing of options and accumulate the value of options and performance rights issued in consideration for services rendered and to record the fair value of options and performance rights issued but not exercised. The reserve is transferred to accumulated losses upon expiry or recognised as share capital if exercised. (b) Share Premium Reserve Movements during the period Opening balance Capital raising on 17 July 2019 at GBP 0.016 each Drilling Rig equipment share issue on 6 December 2019 Equity issued in lieu of payment Capital raising on 19 September 2020 at GBP 0.0085 each Share based payments Less: Capital raising costs Closing balance Parent Dec 2020 USD 25,573,592 - - - Parent Dec 2019 USD 13,054,936 12,476,647 337,920 108,683 Consolidated Entity Dec 2020 USD 25,573,592 - - - Dec 2019 USD 13,054,936 12,476,647 337,920 108,683 6,633,407 78,280 (281,199) 32,004,080 - - (404,594) 25,573,592 6,633,407 78,280 (281,199) 32,004,080 - - (404,594) 25,573,592) The share premium reserve is used to record the difference between the monies received from capital raising and the par value of the Company’s shares, being USD 0.001 per fully paid ordinary share (see Note 10). (c) Foreign Currency Translation Reserve Movements during the period Opening balance Currency translation differences arising during the year Closing balance Parent Dec 2020 USD Parent Dec 2019 USD -) -) -) Consolidated Entity Dec 2020 USD (18,415,577) 11,321,754 (7,093,823) Dec 2019 USD (15,310,945) (3,104,632) (18,415,577) -) -) -) The foreign currency translation reserve is used to record currency differences arising from the translation of the financial statements of the foreign subsidiary. 103 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 11: RESERVES (CONT) (d) Merger Reserve 2017, November In of USD 0.001 each in respect of the shares on Kore Potash Limited, which had issued share capital at the date of the transaction with a value of USD 204,510,196. As a result of this transaction, a Merger Reserve of USD 203,738,800 was created in both the Parent and Consolidated Entity. 771,395,768 Company shares issued value with par the a (e) Reorganisation Reserve In accordance with the Scheme of Arrangement, the Company became the new parent on 20 November 2017 and Kore Potash Limited is the wholly-owned subsidiary of the Company. The Company elected to account for the acquisition of Kore Potash Limited as a common control transaction. As a consequence, no acquisition accounting under IFRS 3 Business Combination has arisen. The investment in Kore Potash Limited acquired by the Company as a result of the internal reorganisation was recognised at a value consistent with the carrying value of the equity items in the Kore Potash Limited accounts immediately prior to the Scheme. In the Parent entity, the difference between the carrying amount of share capital and options issued by the Company under the Scheme and the investment in Kore Potash Limited totalling USD 76,899,326 was recognised in a Reorganisation Reserve in the parent company accounts during the year ended 31 December 2017. (f) Non-controlling interest reserve On 7 December 2018, the Mining Convention covering the proposed staged development of the Kola and Dougou Mining Licences was gazetted into law following ratification by the Parliament of the Republic of the Congo. Pursuant to the Mining Convention, the Republic of the Congo Government were granted a 10% equity interest in Kola Mining SA and Dougou Mining SA, which are wholly owned by Sintoukola Potash S.A (“SPSA”). The Group will recognise an increase in non-controlling interest from the 3% to 10%, upon the signing of the shareholder agreement. However, this had not occurred at the year-end date. Movements during the period Opening balance Loss/(profit) for the year (i) Other comprehensive Loss Closing balance Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD -) -) - - -) -) - - 559,453 3,130 - 562,583 560,708) (1,255)) -) 559,453) (i) Because of a small loss in SPSA, USD 3,130 was transferred to the non-controlling interest reserve from retained earnings. 104 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 12: DIVIDENDS No dividends have been proposed or paid during the year ended 31 December 2020 (2019: Nil). NOTE 13: NOTES TO STATEMENT OF CASH FLOWS Parent Dec 2020 USD Dec 2019 USD Consolidated Entity Dec 2020 USD Dec 2019 USD Reconciliation of cash flows from operating activities: Loss for the year (1,022,927) (19,593,519) (3,144,172) (4,202,752) Adjustments for: Depreciation of property, plant and equipment and right-of-use assets Equity compensation benefits South Africa cost plus recharge Net realised and unrealised foreign exchange losses Interest received not classified as operating activities cash inflow Impairment of ROU asset Credit loss provision Loss on disposal Interest paid on lease liabilities Fair value change in derivative financial liability Operating loss before changes in working capital - 176,388 - (42,589) (28,083) - 14,303 88,267 997,915 652,310 (7,070) 176,388 - (37,010) 997,915 - 682 (32,898) (30,116) (56,215) - (1,792,612) - - (1,027) (2,710,850) - 16,375,499 - - (502,345) (2,110,108) - - 165 (7,446) (1,027) (3,028,915) 69,594 - 28,270 7,322 (502,345) (3,569,262) (Increase)/Decrease in receivables (Increase) in tax payable (Increase) in payables Net cash used in operating activities (907,476) - (54,815) (3,673,142) (40,128) - (671,051) (2,821,287) (930,448) - (63,525) (4,022,888) (19,657) (20,855) (1,314,355) (4,924,129) 105 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS Overview The Group has exposure to the following risks from their use of financial instruments: • market risk, • • credit risk, and liquidity risks. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the business. The Group will use different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk. This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks. Financial Instruments by category Group FINANCIAL ASSETS Cash at bank Trade and other receivables Total financial assets FINANCIAL LIABILITIES Trade and other payables Derivative financial liability Total financial liabilities Parent FINANCIAL ASSETS Cash at bank Investments in subsidiaries Trade and other receivables Total financial assets FINANCIAL LIABILITIES Trade and other payables Derivative financial liability Total financial liabilities Fair value through profit or loss Dec-20 USD Dec-19 USD Amortised Cost Interest Rate Dec-20 USD Dec-19 USD - - - - - - 5,555,000 196,797 5,751,797 7,578,727 557,386 8,136,113 - (26) (26) - (1,053) (1,053) (631,700) - (631,700) (2,795,349) - (2,795,349) Fair value through profit or loss Dec-20 USD Dec-19 USD Amortised Cost Interest Rate Dec-20 USD Dec-19 USD - - - - - - - - 5,443,551 7,046,089 69 69 147,967,909 153,411,529 141,948,830 148,994,988 - (26) (26) - (1,053) (1,053) (358,841) - (358,841) (2,894,748) - (2,894,748) 106 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT) (a) Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. (i) Foreign currency risk The Group undertakes certain transactions denominated in foreign currency and are exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cashflow forecasting. As a result of the operating activities in the RoC and the ongoing funding of overseas operations from the United Kingdom, the Group's Statement of Financial Position can be affected by movements in the Canadian Dollar (CAD) / US Dollar (USD) exchange rate, British Pound (GBP) / US Dollar (USD) exchange rate, Congolese Franc (XAF) / US Dollar (USD) exchange rate, and the South African Rand (ZAR) / US Dollar (USD) exchange rate. A substantial portion of the Group's transactions are denominated in USD, with historically, the majority of costs relating to drilling activities also denominated in the unit's functional currency. The summary quantitative data about the Group’s financial instruments’ exposure to significant currency risk as presented in USD is as follows: CAD 31 December 2020 XAF GBP ZAR EUR 31 December 2019 XAF GBP ZAR FINANCIAL ASSETS Cash at bank Trade and other receivables 20,425 658,241 107,401 358,215 1,827,121 4,251,321 269,870 61,406 - 1,046 96,315 11,813 -) 10,689 218,051 9,302 FINANCIAL LIABILITIES Trade and other payables Derivative financial liability Net exposure 20,425 - (358,842) (272,859) - (26) - - - (553,000) (1,575,123) (256,393) (61,193) -) (1,053) -) -) 300,419 (69,143) 370,028 1,274,121 2,685,834 231,528 9,515 107 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT) (a) Market Risk (Cont) (j) Foreign currency risk (cont) Sensitivity analysis (Group) A reasonably possible strengthening (weakening) of the CAD, GBP, XAF and ZAR against USD at 31 December 2020 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss for the Group by the amounts shown below. This analysis assumes all other variables, in particular interest rates, remain constant. The impact of the possible strengthening (weakening) of the AUD and any other currencies against USD is minimal and is not analysed. 31 December 2020 CAD (5% movement) GBP (5% movement) XAF (5% movement) ZAR (5% movement) Equity Profit or Loss Strengthening Gain/(Loss) USD Weakening Gain/(Loss) USD Strengthening (Gain)/Loss USD Weakening (Gain)/Loss USD 1,021 15,021 (3,457) 18,501 (1,021) (15,021) 3,457 (18,501) (1,021) (15,021) 3,457 (18,501) 1,021 15,021 (3,457) 18,501 The summary quantitative data about the Parent’s financial instruments’ exposure to significant currency risk as presented in USD is as follows: EUR 31 December 2020 XAF GBP ZAR EUR 31 December 2019 XAF GBP ZAR FINANCIAL ASSETS Cash at bank Trade and other receivables 20,425 658,241 - 1,046 FINANCIAL LIABILITIES Trade and other payables Derivative financial liability Net exposure - (358,842) - (26) 20,425 300,419 - - - - - 354,167 1,716,362 4,251,321 - - - -) 9,587 -) (1,575,123) -) (1,053) 354,167 1,716,362 2,684,732 -) -) -) -) -) -) -) -) -) Sensitivity analysis (Parent) A reasonably possible strengthening (weakening) of the GBP against USD at 31 December 2020 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss for the Parent by the amounts shown below. This analysis assumes all other variables, in particular interest rates, remain constant. 31 December 2020 GBP (5% movement) CAD (5% movement) ZAR (5% movement) Equity Profit or Loss Strengthening Gain/(Loss) USD Weakening Gain/(Loss) USD Strengthening (Gain)/Loss USD Weakening (Gain)/Loss USD 15,021 1,021 17,708 (15,021) (1,021) (17,708) (15,021) (1,021) (17,708) 15,021 1,021 17,708 108 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT) (a) Market Risk (Cont) Interest rate risk (ii) The Group is exposed to movements in market interest rates on short term deposits. The Group and Company’s policy is to retain its surplus funds on the most advantageous term of deposit available. Given the Directors do not consider interest income is significant in respect of the Group’s and Company’s operations and as the Group does not currently have any debt, no sensitivity analysis has been performed. The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table: Weighted Average Effective Interest Rate Dec 2020 Dec 2019 Fixed Interest Rate Dec 2020 Dec 2019 Floating Interest Rate Dec 2020 Dec 2019 % % USD USD USD USD Non-Interest Bearing Dec 2020 USD Dec 2019 USD FINANCIAL ASSETS Cash at bank Trade and other receivables Total financial assets FINANCIAL LIABILITIES Trade and other payables Derivative financial liability Total financial liabilities 0.28% 1.95% 5,443,551 4,200,000 - 5,443,551 - 4,200,000 - - - - - - - - - 3,378,727 - 3,378,727 - - 109,174 109,174 307,315 307,315 - - - 631,701 2,150,056 26 1,053 631,727 2,151,109 All receivables and payables in the Parent at 31 December 2020 and at 31 December 2019 are non-interest bearing. Financial assets carried at amortised cost Trade receivables from other entities are carried at cost less any allowance for doubtful debts. Other receivables are carried at cost. Interest is recorded as income using the effective interest rate method. Financial liabilities carried at amortised cost Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group. Net fair value of financial assets and liabilities The carrying amount of financial assets and liabilities at 31 December 2020 and 31 December 2019 is equivalent to the fair value. (b) Credit risk Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Group has a significant concentration of credit risk arising from its bank holdings of cash and cash equivalent. This risk is mitigated by credit control procedures. 109 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT) (c) Liquidity and capital risk management The Group’s total capital is defined as the shareholders’ net equity plus any net debt. The objectives when managing the Group’s capital is to safeguard the business as a going concern, to maximise returns to shareholders and to maintain an optimal capital structure in order to reduce the cost of capital. The Group does not have a target debt / equity ratio but has a policy of maintaining a flexible financing structure so as to be able to take advantage of investment opportunities when they arise. There are no externally imposed capital requirements. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. The table below analyses the Group’s financial liabilities into maturity groupings based on the remaining period from the balance date to the contractual maturity date. 31 Dec 2020 Non-derivatives Non-interest bearing Trade and other payables Total Financial Liabilities 31 Dec 2019 Non-derivatives Non-interest bearing Trade and other payables Total Financial Liabilities Within 1 Month USD 1-3 Months USD 3-12 Months USD 631,701 631,701 - - Within 1 Month USD 1-3 Months USD 3-12 Months USD 1,855,153 1,855,153 127,169 127,169 - - - - Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows. If the Group anticipates a need to raise additional capital within 6 months to meet forecasted operational activities, then the decision on how the Company will raise future capital will depend on market conditions existing at that time. Please see note 1(b) Going Concern for further information on liquidity risk. 110 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 15: SEGMENT INFORMATION Management has determined that the Company and the Group has one reporting segment being mineral exploration in Central Africa. As the Group is focused on mineral exploration in Central Africa, management make resource allocation decisions by reviewing the working capital balance, comparing cash balances to committed exploration expenditure and reviewing the current results of exploration work performed. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date and capital available to the Company. NOTE 16: EVENTS SUBSEQUENT TO REPORTING DATE On 15 January 2021 a total of 2,909,381 ordinary shares of USD 0.001 each in the Company were issued to certain Non- Executive Directors of the Company in lieu of cash fees for the quarter ended 31 December 2020, as approved at the General Meeting of the Company held on 18 September 2020. In addition, the Company has also issued 3,071,251 ordinary shares to certain employees and ex- employees, following the vesting of Performance Rights awarded under the Company’s Employee Performance Incentive Plans. Subsequent to the year-end, on 10 March 2021, the Company’s Chief Financial Officer, Mr Andrey Maruta, informed the Board of his intention to leave Kore Potash in order to accept a position at another company. Andrey will continue to work as the Company’s Chief Financial Officer through his contractual notice period of 3 months. His last day of employment will be 10 June 2021. During Andrey’s notice period the Company will commence the process to select his replacement and will update shareholders on the new appointment in due course. There are no other significant events that have occurred since the reporting date that require separate disclosure. 111 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 17: COMMITMENTS FOR EXPENDITURE Exploration and Evaluation Expenditure Commitments In order to maintain current rights of tenure to exploration permits, the Group is required meet minimum expenditure requirements by performing exploration and development work. As at year end, the minimum expenditure requirement has not yet been determined with respect to the Group’s Sintoukola 2 exploration permit. However, when the minimum expenditure requirement is confirmed this will need to be satisfied over a period of 3 years. The Sintoukola 2 exploration permit has now expired at the end of February 2021 but the Company is considering reapplying for extension of the permit. There are no minimum expenditure requirements with respect to the Group’s mining licences. One of the key investment promotion provisions for the Mining Convention includes that the RoC is to be granted a 10% carried equity interest in the project companies, which are currently wholly owned by the Group’s subsidiary, SPSA. If the Group decides to relinquish certain licences and/or does not meet the obligations of the new mining convention, assets recognised in the statement of financial position may require review to determine the appropriateness of the carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations. Kola DFS Commitment On 28 February 2017 the Company signed a contract with TechnipFMC, VINCI Construction Grands Projets, Egis and Louis Dreyfus Armateur (the FC), for the implementation of the DFS. At the date of this report, the Group had the following DFS commitment: Parent Dec 2020 USD Parent Dec 2019 USD Consolidated Entity Dec 2020 USD Dec 2019 USD Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years - - - - 1,659,703 - - 1,659,703 - - - - 1,659,703 - - 1,659,703 The commitment outstanding at 31 December 2019 was fully paid in the year, and no further commitment remained outstanding at 31 December 2020. 112 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 18: AUDITOR’S REMUNERATION Fees payable to the Company’s external auditor and their associates for the audit of the Company’s annual accounts BDO – External Auditor. Total audit fees Fees payable to the Company’s auditor and their associates for other non-audit services to the Group Half-year review Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD 70,610 70,610 59,804 59,804 108,128 108,128 93,605 93,605 20,495 19,147 20,495 19,147 Total fees payable to the Company’s external auditor and their associates 91,105 78,951 128,623 112,752 NOTE 19: RELATED PARTY TRANSACTIONS Directors’ remuneration The expense of USD 834,760 recognised (2019: USD 828,445) includes directors fees paid and remuneration for the current Chief Executive Officer. The Company paid USD 28,665 to Jonathan Trollip as directors fees (2019: USD 46,620.00 paid to Piaster Pty Ltd as trustee for the Trollip Family Superannuation Fund) Mr Trollip is a director of and has a beneficial interest in Piaster Pty Ltd. During the year the Group issued to its directors in shares-in-lieu of payment of their salaries, details of these issues can be found in notes 10 and 11. The Group also issued to certain directors’ performance rights and share options, details of these issues can be found in notes 11 and 21. Other transactions with the Company and the Group Smith & Williamson LLP and Nexia Perth Pty Ltd are engaged to provide accounting, administrative and company secretarial services for the Group on commercial terms. Mr Henko Vos, who is based in Perth, Australia has been appointed as joint company secretary and is also currently an employee with Nexia Perth. During the year, the total amount paid to Nexia Perth by the Group for providing accounting, administration and company secretarial services was USD 84,203 (2019: USD 141,886) and USD 118,989 (2019: USD 92,394) to Smith & Williamson LLP. There were no amounts outstanding owed in respect of services provided by Nexia Perth or Smith & Williamson LLP at 31 December 2020 (2019: USD nil) St James’s Corporate Services Limited was engaged to provide company secretarial services for the Company on commercial terms. During the year, the total amount paid to St James’s Corporate Services Limited by the Group for providing company secretarial services was USD 59,713 (2019: USD 60,830). There were no amounts outstanding owed to in respect of services provided by St James’s Corporate Services Limited at 31 December 2020 (2019: USD nil). There were no other transactions with KMP and its related parties. 113 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 20: KMP DISCLOSURES The following were a KMP of the Company and the Group at any time during the reporting period and unless otherwise indicated were a KMP for the entire period. Executive Directors Brad Sampson Non-Executive Directors David Hathorn Jonathan Trollip Timothy Keating David Netherway Trinidad Maria Reyes Perez Joes Antonio Merino Executives Henko Vos St James’s Corporate Services Limited Andrey Maruta Guy de Grandpre Gavin Chamberlain Chief Executive Officer (appointed on 4 June 2018) Non-Executive Chairman (appointed on 25 August 2015) Non-Executive Director (appointed on 17 November 2017) Non-Executive Director (appointed on 17 November 2017) Non-Executive Director (appointed on 12 December 2017) Non-Executive Director (appointed on 24 November 2020) Non-Executive Director (resigned on 24 November 2020) Joint Company Secretary (appointed on 7 November 2016) Joint Company Secretary (appointed on 1 October 2018) Chief Financial Officer (appointed 21 September 2019) Country Manager - RoC (appointed 12 February 2019, dismissed 16 July 2020) Chief Operating Officer (appointed 1 October 2017) KMP compensation The KMP compensation included in “Directors Remuneration”, “Equity Compensation Benefits” “Employee and Consultant Expenses” and “Exploration Expenditure” is as follows: Short-term employee benefits Post-employment benefits Termination benefits Equity compensation benefits Consolidated Entity Dec 2020 USD 1,530,048 - - 775,552 2,305,600 Dec 2019 USD 1,807,001 6,050 325,705 981,042 3,119,798 There were five directors who held office at the end of the 2020 (2019: six). Details of directors’ remuneration are provided in the Directors’ Remuneration Report on pages 55 to 70 of this Annual Report. Individual directors and executives’ compensation disclosures Information regarding individual directors and executives’ compensation and equity instruments disclosures are provided in the Remuneration Report section of the Directors’ Report. Apart from the details disclosed in this note, no Director has entered into a material contract with the Company or the Group since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end. 114 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS Recognised share-based payments The expense recognised for employee and consultant services during the year is shown in the table below: Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD Expense arising payment transactions (Note 11) from equity-settled share-based 176,388 907,102 176,388 907,102 In addition, the amounts capitalised to exploration and evaluation expenditure from share-based payment transactions for staff whose services are directly attributable to the operational activities of the Kola and Dougou mining projects are as follows: Amounts capitalised expenditure arising payment transactions to exploration and evaluation from equity-settled share-based 232,895 321,982 232,895 321,982 Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD Consolidated Entity The Group granted shares rights and options to KMP and other employees as part of as an incentive for future services and as a reward for past services. The table above shows the vesting expense recognised during the year of USD 176,388 (2019: USD 907,102) and vesting expenses capitalised to exploration and evaluation expenditure of USD 232,895 (2019: 321,982). Details of the share options outstanding during the year are as follows: Outstanding at beginning at year Granted during the year Cancelled during the year Lapsed during the year Outstanding at the end of the year 2020 2019 Number of share options 30,900,000 33,000,000 - (4,000,000) 59,900,000 Weighted average exercise price Number of share options GBP 0.033 GBP 0.022 - GBP 0.11 GBP 0.0242 21,200,000 26,900,000 (17,200,000) - 30,900,000 Weighted average exercise price GBP 0.11 GBP 0.022 GBP 0.11 - GBP 0.165 The share options outstanding at 31 December 2020 had a weighted average exercise price of GBP 0.022 and a weighted average contractual life of 4.65 years. 115 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP Performance Rights Rights Issue 7 (i) 9 (i) 12 (i) (iii) 13(i) 14 (i) (iii) 15 (i) 16-20 (iii) 25 (ii) Number of rights at 31 December 2019 2,255,000 5,881,250 1,405,000 660,000 3,747,003 11,734,855 2,500,000 - 28,183,108 Cancelled in period Exercised Issued in the period Lapsed rights (1,001,250) (850,000) (700,000) - (52,004) (8,975,853) - (11,579,107) - - (100,000) - (2,158,333) - (1,250,000) - (3,508,333) - - - - - - - 2,250,000 2,250,000 (1,253,750) - - - - - - - (1,253,750) Number of rights at 31 December 2020 - 5,031,250 605,000 660,000 1,536,666 2,759,002 1,250,000 2,250,000 14,091,918 Time to expiry (Years) - 0.17 1.42 1.42 1.42 1.42 1.39 4.24 Performance Rights Number of rights at 31 December 2018 Cancelled in period Exercised Number of rights at 31 December 2019 Charged in the period (USD) Time to expiry (Years) Rights Issue 6 7-8 10 12 13 14 15 16-20 1,886,996 2,255,000 5,881,250 1,405,000 660,000 3,747,003 11,734,855 4,500,000 32,070,104 - - - - - - - (437,500) (437,500) (1,886,996) - - - - - - (1,562,500) (3,449,496) - 2,255,000 5,881,250 1,405,000 660,000 3,747,003 11,734,855 2,500,000 28,183,108 - 4,092 217,767 34,746 - 23,455 212,476 230,324 722,860 - 0.93 1.17 2.42 2.42 2.42 2.42 2.39 The total charged for the year ended 2020 in respect of the above performance rights was USD 90,095. i. Performance Rights cancelled during the period: Following the determination by the Board that the applicable vesting conditions within each category would not be achieved, 11,579,107 Performance Rights previously issued have been cancelled as follows: Performance Rights expiring 6 December 2020 (Employees) - Series 7-8 Performance Rights expiring 1 March 2021 (ex-Director) - Series 10 Performance Shares vesting on 31 May 2019 - Series 12 Performance Shares under Short Term Incentive Scheme Plan - Series 14 Performance Shares under Long Term Incentive Plan – Series 15 Total 1,001,250 850,000 700,000 52,004 8,975,853 11,579,107 . 116 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP (cont) Performance Rights issued during the period: During the period, the Company issued 2,250,000 Performance Rights to employees under its Short-Term Incentive Plan with the same performance criteria as the performance rights currently in issue with vesting conditions based on required service periods. These Performance Shares vests a third on award, a third after 1 year of continuous service and a third after 2 years continuous service. Employee Gavin Chamberlain (COO) Andrey Maruta (CFO) Other employees Total Series 25 850,000 200,000 1,200,000 2,250,000 Iii Performance Rights converted into ordinary shares during the period: On 7 April 2020, 1,250,000 Performance Rights Series 16 – 20 for Non-Executive Directors were converted into ordinary shares following the satisfaction of the vesting conditions of the Performance Rights, being the second anniversary of admission to trading on AIM. The following is the breakdown of the ordinary shares issued under the Performance Rights: David Hathorn David Netherway Jonathan Trollip Timothy Keating Total Number of Shares 500,000 250,000 250,000 250,000 1,250,000 Option Series 33 At a Company’s General Meeting on 17 July 2019, the Company’s shareholders approved the grant of 26,900,000 unlisted options to Brad Sampson. The vesting conditions for the unlisted options include milestones being achieved in relation to the Kola Project, as follows: Brad Sampson (Option Series 33) 26,900,000 Vesting conditions Total Exercise price Exercisable First, second and third anniversary of issue date 19/07/2024 GBP 0.022 Expiry The fair value at grant date of the unlisted options issued to Brad Sampson was estimated at GBP 0.0151, using the Black Scholes Option Pricing Model taking into account the terms and conditions as set out above. The input used in the measurement of the fair value at grant date of the unlisted options were as follows: These options have been treated in the accounts as a modification to Option Series 31. Input into the model Grant Date Share Price Expected Volatility Annual risk-free rate Maturity Grant date fair value Option Series 33 GBP 0.01625 91.97% 0.57% 5 Years GBP 0.0151 117 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP (cont) Options Series 34, 35 & 36 The Board approved the grant of 33,000,000 unlisted options to certain employees on 5 September 2019 under the Company’s Long Term Incentive Plan. The options were issued on 25 June 2020 in accordance with the Company’s Long Term Incentive Plan. The options vest over 3 years on a one third basis per annum. These include the award of 12,000,000 options to each of Gavin Chamberlain (Chief Operating Officer) and Andrey Maruta (Chief Financial Officer ). The vesting conditions of the options were as follows: Vesting conditions Total Exercise price Exercisable: Expiry 33,000,000 GBP 0.022 First, second and third anniversary of issue date 01/01/2024 The fair value of the options at grant date of GBP0.0092 was estimated using the Black-Scholes Option Pricing Model. The input used in the measurement of the fair value at grant date of the options were as follows: Input into the model Grant date share price Expected volatility Annual risk-free rate Expiry date Grant date fair value Series 34,35 and 36 GBP0.0145 99.7% -0.04% 4.3 years GBP 0.0092 There were no options in these series which were cancelled or exercised during the period. On 29 February 2016, the Company granted 5,000,000 Performance Rights to Mr Werner Swanepoel, Project Director, under the Group’s Employee Performance Rights Plan. The rights were contractually agreed to on 7 December 2015 pursuant to Mr Swanepoel’s employment agreement. On 29 February 2016, 250,000 Fully Paid Ordinary Shares were issued following the vesting of the Performance Rights as a sign on bonus for the Project Director. In addition, subsequent to year end on 3 February 2017, 250,000 Fully Paid Ordinary Shares were issued to the Project Director following the vesting of the Performance Rights due to one year of service being completed on 7 December 2016. On 18 December 2017, 2,245,000 Performance Rights was cancelled upon Mr Swanepoel’s resignation. Following the determination by the Board at the AGM on 25 June 2020, that the applicable vesting conditions within each category would not be achieved 1,001,250 of options relating to series 7 were cancelled. The remaining 1,253,750 of performance rights in Series 7 expired on 6 December 2020. At 30 December 2020, performance rights series 7 had all either expired, been cancelled or converted into shares. Rights Series 9 - Performance Rights (Previous CEO) This series relates to Performance Rights issued to the previous CEO (for a total of 8,500,000). The Company previously issued 1,593,750 shares on the conversion of certain Performance Rights. During the 2019 financial year the Company cancelled 1,025,000 following determination that vesting conditions will not be met. During the 2020 financial year, an additional 850,000 Performance Rights was cancelled for the same reason. A balance of 5,031,250 remains outstanding at reporting date. 118 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP (cont) Rights Series 12 On 29 May 2017, the Group granted 2,000,000 performance rights to its employees, under the Group’s Employee Performance Rights Plan. The fair value of the performance rights was estimated at AUD 0.17 each. During the year ended 31 December 2020, 100,000 performance rights relating to rights series 12 were converted into ordinary share capital and on 25 June 2020, 700,000 were cancelled as the vesting conditions was not met. A balance of 605,000 remains outstanding at reporting date. Rights Series 13 This series relates to the issue of 660,000 performance rights to the previous CEO in May 2017. The fair value of each right was previously determined as AUD0.17 and vested in full during 2018. The Performance Rights remained on foot at reporting date. Subsequent to reporting date, the Company issued 660,000 fully paid ordinary shares on the conversion of these rights. Rights Series 14 On 29 May 2017, the Group announced that under an STIP the Board resolved and agreed to issue up to 4,482,005 performance rights for employees for 2017. Under the STIP, the final amount of performance rights issued may be reduced by the Board (in its sole discretion) depending upon each employee’s performance during the 2017 year. Under the STIP, in accordance with the Group’s remuneration strategy, the employee’s performance is assessed by the Board against a range of objectives including delivery of the Kola DFS on time and in budget, progressing the Kola ESIA and maintaining control of costs within the business. The performance rights vest a third on award, a third after 1 year of continuous service and a third after 2 years continuous service, as one fully paid ordinary share for each performance right. The fair value of the performance rights was estimated at AUD 0.17 per performance right, calculated based on the share price at grant date using the Cox, Ross and Rubinstein Binomial Option Pricing Model. During the 2018 year, the Board approved the allocation of 2,845,314 STIP performance rights to various KMP and other employees. In addition, during the 2017 year, at the Board’s discretion, 735,000 was allocated to two employees which vested immediately and were converted into fully paid ordinary shares upon their resignation. On 7 April 2020, 2,158,333 performance rights were converted into ordinary share capital following the satisfaction of the vesting conditions and a 52,004 were cancelled on that date. The remaining 1,536,666 remained in existence at the year end. Rights Series 15 On 29 May 2017, the Group announced that the Board resolved and agreed to issue up to 11,734,853 performance rights available to employees under the LTIP. These performance rights vest as one fully paid ordinary share for each performance right, of which the final amount issued may be reduced by the Board (in its discretion) depending upon the employee’s performance against certain non-market and market performance conditions. The fair value of the performance rights attached to the non-market performance conditions was estimated at AUD 0.17 per performance right. The fair value of the performance rights attached to the market performance condition was estimated at AUD 0.104 per performance right at grant date On 7 April 2020, 8,975,853 performance rights were cancelled following the determination by the Board that the vesting conditions would not be met on that date. The remaining 2,759,000 remained in existence at the year end. 119 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP (cont) Rights Series 16 to 20 At the Company’s AGM on 27 June 2018, the Company’s shareholders approved the grant of performance rights to the following non-executive directors as a replacement to the previous rights held by these directors: Series Rights Series 16 Rights Series 17 Rights Series 18 Rights Series 19 Rights Series 20 Director David Hathorn Jonathan Trollip Leonard Math David Netherway Timothy Keating Number of Performance Rights 1,500,000 750,000 750,000 750,000 750,000 The performance rights are a one-off award and will unconditionally vest in three equal tranches on the first, second and third anniversary of the Company’s admission to the AIM market. They will vest as one fully paid ordinary share for each performance right and will expire on 22 May 2022. The fair value of the performance rights granted was estimated as at the grant date at GBP 0.0564 per performance right. On 29 March 2019, 1,500,000 vested and was converted into ordinary shares. Following the resignation of Mr Math in June 2019, 62,500 of his performance rights was converted to ordinary shares, with the remaining 437,500 cancelled. During the 2020 financial year, on the second anniversary of the Company’s AIM listing, 1,250,000 performance rights vested and was converted into ordinary shares. 1,250,000 remained outstanding at the reporting date. The fair value at grant date of the performance rights was estimated at GBP 0.0564 per performance right. These performance rights remained on issue at reporting date. Subsequent to reporting date, the Company converted both series 21 and 22 into ordinary shares. 120 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) Details of options and performance rights issued to KMP (cont) Rights Series 25 During the period, the Company issued 2,250,000 Performance Rights to employees under its Short-Term Incentive Plan with the same performance criteria as the performance rights currently in issue with vesting conditions based on required service periods. These Performance Shares vests a third on award, a third after 1 year of continuous service and a third after 2 years continuous service. Employee Gavin Chamberlain (COO) Andrey Maruta (CFO) Other employees Total Series 25 850,000 200,000 1,200,000 2,250,000 The fair value of the Performance Rights is estimated at GBP 0.0615 per Performance Right, calculated based on the share price at grant date using the Cox, Ross and Rubinstein Binomial Option Pricing Model. The input used in the measurement of the fair value at grant date were as follows: Input into the model Grant date spot price Expected volatility Life of performance right Grant date fair value Series 25 GBP 0.0615 99.7% 5 years GBP 0.0615 Share based payment arrangements in existence The following options from share-based payment arrangements were in existence during the current and prior periods: Option Series 31 * Option Series 32 ** Option Series 33 *** Options Series 34, 35 and 36 **** Grant Date 27/06/2018 27/06/2018 17/07/2019 Vesting Date Refer Below Refer Below 17/07/2028 Number of Options 17,200,000 4,000,000 26,900,000 Expiry Date 27/06/2028 27/06/2020 17/07/2024 Fair Value at Grant Date GBP 0.0518 GBP 0.0241 GBP 0.007 Exercise Price GBP 0.11 GBP 0.11 GBP 0.022 15/09/2019 15/09/2022 33,000,000 01/01/2024 GBP 0.0092 GBP 0.022 * Option Series 31 were modified and replaced by Option Series 33 in the prior year ** Option Series 32 were granted to David Hathorn. The options expired on 26 June 2020 and were not exercised. *** Option Series 33 were issued in the year ended 30 September 2019 to Brad Sampson. All 26,900,000 remained outstanding at year end. **** The Board approved the grant of 33,000,000 unlisted options to certain employees on 5 September 2019 under the Company’s Long Term Incentive Plan. The options were issued on 25 June 2020 in accordance with the Company’s Long Term Incentive Plan. The options vest over 3 years on a one third basis per annum. These include the award of 12,000,000 options to each of Gavin Chamberlain (Chief Operating Officer) and Andrey Maruta (Chief Financial Officer ). All 33,000,000 were outstanding at year end. 121 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 21: SHARE-BASED PAYMENTS (CONT) The following Performance Rights from share-based payment arrangements were in existence during the current and prior periods: Rights Series 7 Rights Series 9 Rights Series 12 Rights Series 13 Rights Series 14 Rights Series 15 Rights Series 16 Rights Series 17 Rights Series 18 Rights Series 19 Rights Series 20 Rights Series 21 Grant Date 07/12/2015 6/07/2016 29/05/2017 31/05/2017 29/05/2017 29/05/2017 27/06/2018 27/06/2018 27/06/2018 27/06/2018 27/06/2018 27/06/2018 Rights Series 22 27/06/2018 Rights Series 25 17/03/2020 NOTE 22: LOSS PER SHARE Vesting Date Refer below Refer below Refer below 4 June 2018 Refer below Refer below Refer below Refer below Refer below Refer below Refer below Vested Immediately Vested Immediately Refer below Number of Rights 5,000,000 8,500,000 2,000,000 660,000 4,482,005 11,734,853 1,500,000 750,000 750,000 750,000 750,000 500,000 Expiry Date 06/12/2020 30/06/2021 31/05/2022 31/05/2022 31/05/2022 31/05/2022 22/05/2022 22/05/2022 22/05/2022 22/05/2022 22/05/2022 22/05/2022 Fair Value at Grant Date AUD 0.1753 AUD 0.1867 AUD 0.1700 AUD 0.1700 AUD 0.1700 AUD 0.17 / AUD 0.104 GBP 0.0564 GBP 0.0564 GBP 0.0564 GBP 0.0564 GBP 0.0564 GBP 0.0564 1,050,000 22/05/2022 GBP 0.0564 2,500,000 17/03/2025 GBP 0.0615 Classification of securities as ordinary shares The Company has only one category of ordinary shares included in basic earnings per share. Classification of securities as potential ordinary shares – share options and rights outstanding The Company has granted 59,900,000 share options in respect of a total of ordinary shares at 31 December 2020 (31 December 2019: 30,900,000), equity warrants (31 December 2019: 30,900,000) and 13,809,000 performance rights (31 December 2019: 28,193,108). Options, equity warrants and rights are considered to be potential ordinary shares. However, as the Company and Group are in a loss position they are anti-dilutive in nature, as their exercise will not result in a diluted earnings per share that shows an inferior view of earnings performance of the Company and Group than is shown by basic earnings per share. The options warrants and performance rights have not been included in the determination of basic earnings per share. Basic and diluted loss per share from continuing operations Earnings reconciliation Parent Consolidated Entity Dec 2020 USD Cents Dec 2019 USD Cents Dec 2020 USD Cents Dec 2019 USD Cents (0.04) (1.68) (0.17) (0.36) Parent Consolidated Entity Dec 2020 USD Dec 2019 USD Dec 2020 USD Dec 2019 USD Loss attributable to ordinary shareholders (1,022,927) (19,593,519) (3,141,042) (4,204,007) 122 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 (CONT) NOTE 22: LOSS PER SHARE (CONT) Parent Consolidated Entity Dec 2020 Number Dec 2019 Number Dec 2020 Number Dec 2019 Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 1,796,239,418 1,163,030,183) 1,796,239,418 1,163,030,183 Headline earnings/loss per share It is a JSE listing requirement to disclose headline earnings/loss per share, a non-IFRS measure. It is considered to be a useful metric as it presents the earnings/loss per share after removing the effect of re-measurements to assets and liabilities (for example impairment of property, plant and equipment) otherwise recognised in the profit/loss for the year. During the current and prior year there was no difference between earnings/loss per share and headline earnings/loss per share and therefore no reconciliation between the two measures has been presented. NOTE 23: CONTINGENT LIABILITIES There has been one commercial dispute settled in the Tribunal of Commerce in favour of the Company in 2015 - 2016, however the funds arising from this of USD 33,000 have not yet been released. There is a claim from a former Finance and Administration Manager who claims unfair dismissal. This claim may be brought to court by the complainant as the mediation attempt at the Inspector of Labour office in Pointe Noire failed. Former Country Manager Guy De Grandpre’s lawyer has requested that the Company settle at an amount of approximately USD 850,000 for unfair dismissal, which the Company denies. The Group considers that this claim has no reasonable legal basis. Should legal proceeds commence, the Group proposes to contest the matter. 123 ASX ADDITIONAL INFORMATION (UNAUDITED) The shareholder and CDI holder information set out below was applicable as at 28 February 2021. Registered office and principal place of business Principal and Registered Office (UK) 25, Moorgate, London United Kingdom EC2R 6AY Telephone: +44 20 3963 1776 Australian Office Level 3, 88 William Street, Perth WA 6000 Telephone: +61 (8) 9463 2463 Facsimile: +61 (8) 9463 2499 Sintoukola Potash S.A. 24 Avenue Charles de Gaulle Immeuble Atlantic Palace BP 662 Pointe Noire République du Congo Telephone: +242 222 9419 Registers of securities are held at the following address: Computershare Investor Services Plc The Pavilions, Bridgwater Road Bristol BS99 6ZZ United Kingdom Telephone: +44 (0)370 707 1258 Fax: +44 (0)370 703 6101 Computershare Investor Services (Pty) Ltd Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa Telephone: +27 11 370 5000 Number of holders of ordinary shares Computershare Investor Services Pty Ltd Level 11, 172 St George’s Terrace Perth WA 6000 Telephone: +61 (8) 9323 2000 Facsimile: +61 (8) 9323 2033 2,451,768,173 fully paid ordinary shares and CDIs are held by 1,726 individual shareholders. 124 ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT) Distribution of fully paid ordinary share and CDI holders Size of Holding 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over No. of holders 346 451 178 449 302 1,726 Units 161,404 1,304,263 1,488,270 18,856,104 2,429,958,132 2,451,768,173 Percentage % 0.01 0.05 0.06 0.77 99.11 100.00 The number of holdings comprising less than a marketable parcel was 1,174 with a given a share value of AUD 0.0160 per share. Substantial shareholders and CDI holders Substantial shareholders and CDI holders listed in the Company’s share register as at 28 February 2021: Name Princess Aurora Company Pte Ltd (i) Sociedad Quimica y Minera Harlequin Investments (ii) Dingyi Group Investment (iii) Mr David Hathorn (iv) Mr David Stevens (v) No. of fully paid ordinary shares / CDIs 569,658,558 494,077,829 302,575,161 199,018,281 116,177,565 109,100,000 1,790,607,394 Percentage % 23.23 20.15 12.34 8.12 4.74 4.45 73.03 No. of unlisted options / equity warrants held 5,000,000 3,000,000 750,000 - 250,000 - 9,000,000 (i) Includes 537,293,558 ordinary shares held by Forest Nominees Limited on behalf of Princess Aurora Company Pte Limited and 32,365,000 ordinary shares held directly. (ii) 100% of shareholding held in Huntress (CI) Nominees Limited. (iii) Includes 177,665,258 ordinary shares held by Golden Season International Limited and 497,499 ordinary shares held by JP Morgan International Limited on behalf of Dingyi Group Investment Limited and 20,855,524 ordinary shares held directly. (iv) Includes 113,177,052 ordinary shares held in The Bank of New York (Nominees) Limited and 3,000,513 ordinary shares held directly. (v) Includes 4,400,000 ordinary shares held by Citicorp Nominees Pty Limited and 1,200,000 ordinary shares held by The Cricket Settlement Trust on behalf of Mr David Stevens. The remaining 103,500,000 ordinary shares are held directly. On-market buy-back There is no current on-market buy-back. 125 ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT) Twenty largest holders of quoted equity securities (ordinary shares / CDIs) Top 20 Shareholders and CDI holders as at 28 February 2021 Princess Aurora Company Pte Ltd Sociedad Quimica y Minera Harlequin Investments Dingyi Group Investment Mr David Hathorn Mr David Stevens Wadeville International Glen Deveron Investments PTY ADM Investor Services International (EO) UBS Wealth Management WH Ireland, stockbrokers Jarvis Investment Management (EO) Interactive Brokers (EO) Hargreaves Lansdown, stockbrokers (EO) J Safra Sarasin Private Banking New Africa Developments Equity Drilling Limited Heriot Investments PTY Oberon Investments ITI Capital (EO) Total Number of Shares / CDIs 569,658,558 494,077,829 302,575,161 199,018,281 116,177,565 109,100,000 48,482,326 35,231,944 34,480,550 31,194,859 30,000,000 26,611,042 24,763,024 18,262,883 17,080,540 15,603,004 15,594,481 15,000,000 13,525,129 12,421,814 2,128,858,990 % Held 23.23 20.15 12.34 8.12 4.74 4.45 1.98 1.44 1.41 1.27 1.22 1.09 1.01 0.74 0.70 0.64 0.64 0.61 0.55 0.51 86.84 Unquoted equity securities Class Unlisted options exercisable at GBP 0.022 expiring 1 Jan 2024 Unlisted options exercisable at GBP 0.022 expiring 19 July 2024 Equity warrants exercisable at AUD 0.30 expiring 29 Mar 2021 Performance Rights expiring 1 March 2021 (Ex Director) Performance Rights expiring 31 May 2020 (Short Term Plan) Performance Rights expiring 31 May 2022 (Long Term Plan) Performance Rights expiring 22 May 2022 (Non-Executive Directors) Number of unquoted equity securities Number of holders 27,000,000 26,900,000 13,144,659 4,500,000 1,466,666 1,760,000 1,250,000 3 1 8 1 9* ** 4 Number of holders holding 20% or more in the class 3 1 2 1 * ** 4 76,021,325 N/A N/A *These Performance Rights relate to Employee Performance Rights to be allocated following employee assessment and Board approval. At the date of the report, the Performance Rights for 9 employees were approved by the Board. **These Performance Rights relate to Employee Performance Rights to be allocated following employee assessment and Board approval. 126 ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT) Unquoted equity security holdings greater than or equal to 20% Unlisted options exercisable at GBP 0.022 expiring 19 July 2024 Gavin Chamberlain Andrey Maruta Guy de Grandpre Unlisted options exercisable at GBP 0.022 expiring 19 July 2024 Brad Sampson Equity warrants exercisable at AUD 0.30 expiring 29 March 2021 Princess Aurora Company Pte Limited Sociedad Quimica Y Minera De Chile S.A. All others Performance Rights expiring 1 March 2021 (Ex Director) Sean Bennett Performance Rights expiring 22 May 2022 (Dir) David Hathorn Jonathan Trollip David Netherway Timothy Keating Number of unlisted options 12,000,000 12,000,000 3,000,000 27,000,000 Number of unlisted options 26,900,000 Number of unlisted options 5,000,000 3,000,000 5,144,659 13,144,659 Number of Performance Rights 4,500,000 Number of Performance Rights 500,000 250,000 250,000 250,000 1,250,000 Percentage 44% 44% 12% 100% Percentage 100% Percentage 38% 23% 39% 100% Percentage 100% Percentage 40% 20% 20% 20% 100% 127 ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT) Voting Rights The voting rights attaching to ordinary shares are: On a show of hands, every member present in person or by proxy shall have one vote, and upon a poll, each share shall have one vote. Options, Performance Rights and Equity Warrants do not carry any voting rights. Securities exchange listing Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the ASX. The Company’s ASX code is “KP2”. On the ASX they are traded as CDIs. On 29 March 2018, the Company completed secondary listings on the AIM market operated by the London Stock Exchange and on the JSE. Restricted securities There are no restricted securities or securities in voluntary escrow at the date of this report. Company Secretary The names of the joint company secretaries are St James’s Corporate Services Limited and Henko Vos. Tenement Details and Ownership The Company is incorporated and registered in England and Wales and wholly owns Kore Potash Limited of Australia. The Company also has a 97% holding in SPSA in the RoC (see Note 11(f)). SPSA is the 100% owner of Kola Potash Mining S.A. which is the sole owner of the Kola Mining Lease and 100% owner of Dougou Potash Mining S.A. which is the sole owner of the Dougou Mining Lease (Figure 2). SPSA also has the Sintoukola 2 Exploration Permit of which it is the sole owner. The Sintoukola 2 exploration permit has now expired at the end of February 2021 but the Company is considering reapplying for extension of the permit. The Kola deposit is located within the Kola Mining Lease. The Dougou Mining lease hosts the Dougou deposit and the Dougou Extension deposit. Schedule of Tenements A schedule of mining tenements held at 31 December 2020 (and the date of this report) and a table showing changes to the Potash Mineral Resources and Ore Reserves between 2019 and 2020 is included in the Review of Operations on pages 7 to 22. Project Overview A project overview for the Group is included in the Review of Operations and Strategic Report on pages 7 to 22. 128

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