KORE POTASH PLC
ANNUAL REPORT
FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2024
2
CONTENTS
CORPORATE DIRECTORY
3
GLOSSARY
5
REVIEW OF OPERATIONS AND STRATEGIC REPORT
9
DIRECTORS’ REPORT
32
CORPORATE GOVERNANCE REPORT
42
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC
74
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
85
STATEMENTS OF FINANCIAL POSITION
86
STATEMENTS OF CHANGES IN EQUITY
87
STATEMENTS OF CASH FLOWS
89
NOTES TO THE FINANCIAL STATEMENTS
90
ASX ADDITIONAL INFORMATION (UNAUDITED)
128
3
CORPORATE DIRECTORY
COMPANY REGISTRATION NUMBER
United Kingdom 10933682
NON-EXECUTIVE CHAIRMAN
David Hathorn
CHIEF EXECUTIVE OFFICER
J. M. André (“André”) Baya (Appointed 15 April
2024)
JOINT COMPANY SECRETARY
Henko Vos
St James’s Corporate Services Limited
NON-EXECUTIVE DIRECTORS
Jonathan Trollip
David Netherway
Wouter Poulinx
Amit Mehta (Appointed with effect from 27
June 2024)
PRINCIPAL & REGISTERED OFFICE (UK)
AUSTRALIAN OFFICE
45 Gresham Street, London EC2V 7BG
United Kingdom
Telephone: +44 (0) 203 963 1776
Level 3, 88 William Street,
Perth WA 6000
Telephone: +61 (8) 9463 2463
SHARE REGISTRY (UK)
SINTOUKOLA POTASH S.A
Computershare Investor Services Plc
Level 3, Apartment C
The Pavilions, Bridgwater Road Bristol BS99
6ZZ
91 Germain Bikoumat centre-ville route de la radio
United Kingdom
Immeuble Abdallah
Telephone: +44 (0) 370 702 0000
BP 662 Pointe Noire
République du Congo
Telephone: +242 22 294 1924
SHARE REGISTRY (AUSTRALIA)
NOMINATED ADVISER AND JOINT BROKER
Computershare Investor Services Pty Ltd
Level 11, 172 St George’s Terrace
Perth WA 6000
Telephone: +61 (0) 3 9415 4000
SP Angel Corporate Finance LLP
Prince Frederick House, 35 - 39 Maddox Street,
London W1S 2PP
United Kingdom
Telephone: +44 (0) 20 3470 0470
SHARE REGISTRY (JOHANNESBURG)
JOINT BROKER
Computershare Investor Services (Pty) Ltd
Shore Capital
Rosebank Towers, 15 Biermann Avenue
Cassini House, 57 St James’s Street, London
SWIA 1LD
Rosebank 2196, South Africa
Telephone: +27 (11) 370 5000
United Kingdom
Telephone: +44 (0) 20 7408 4050
JSE SPONSOR
AUDITOR
Questco Corporate Advisory Proprietary Lim-
ited
Ground Floor, Block C, Investment Place
10th Road Hyde Park 2196, South Africa
Telephone: +27 (11) 011 9205
BDO LLP
55 Baker St, London W1U 7EU
United Kingdom
Telephone: +44 (0) 20 7486 5888
4
CORPORATE DIRECTORY (CONT)
SECURITIES EXCHANGE LISTINGS
FINANCIAL PUBLIC RELATIONS
London Stock Exchange (AIM)
Tavistock Communications Limited
Australian Securities Exchange (ASX)
18 St. Swithin's Lane, London EC4N 8AD
Johannesburg Stock Exchange (JSE)
A2X Exchange (A2X)
AIM, ASX, JSE and A2X Codes: KP2
ISIN: GB00BYP2QJ94
United Kingdom
Telephone: +44 (0) 20 7920 3150
WEBSITE
https://www.korepotash.com/
5
GLOSSARY
Acronym /
Term
Stands For / Meaning
Definition and/or Additional Information
US$ or
USD
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.
2018 UK
Code
2018 UK Corporate Governance Code 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.
AGM
Annual General Meeting
The mandatory yearly gathering of the Com-
pany’s interested shareholders. The latest
AGM was held on 23 August 2024.
AIM
AIM
AIM (formerly the Alternative Investment Mar-
ket) is a market operated by the London Stock
Exchange.
ASX
Australian Securities Exchange
The ASX is Australia's primary securities ex-
change.
A2X
A2X Exchange
A2X is a licensed stock exchange authorised
to provide a secondary trading venue for com-
panies and is regulated by the Financial Sector
Conduct Authority and Prudential Authority and
South African Reserve Bank in South Africa in
terms of the Financial Markets Act 19 of 2012.
AUD
Australian dollars
The official Australian currency.
Board
The board of directors of Kore Potash
plc
Carnallitite/
Carnallite
A rock type comprised predominantly
of the potash mineral carnallite
(KMgCl3·6H2O) and halite (NaCl)
Carnallitite may be replaced by the word car-
nallite for simplicity.
CDIs
CHESS Depositary Interests
CDIs are instruments traded on the ASX that
allow non-Australian companies to list their
shares on the exchange and use the ex-
change’s settlement systems. In the Com-
pany’s case, one CDI is equivalent to one
share traded on the AIM market or on the JSE.
CEO
Chief Executive Officer
Chief Executive Officer of Kore Potash plc.
CFO
Chief Financial Officer
Chief Financial Officer of Kore Potash plc.
CLN
Convertible Loan Notes
Loan convertible to ordinary shares of Kore
Potash Plc subject to certain conditions.
Company
Kore Potash plc (Parent Company)
Kore Potash plc is public company incorpo-
rated and
registered in England and Wales (registered
number 10933682).
DFS
Definitive Feasibility Study
A DFS is an evaluation of a proposed mining
project to determine whether the mineral re-
source can be mined economically.
Dougou
Denotes the Dougou Project
The Dougou Project (including the Dougou Ex-
tension (DX) Project) is part of the Sintoukola
Potash Project.
DPM
Dougou Potash Mining S.A.
DPM is located in the RoC and is one of the
subsidiaries of SPSA.
6
GLOSSARY (CONT)
Acronym /
Term
Stands For / Meaning
Definition and/or Additional Information
DUP
Déclaration d'Utilité Publique
A DUP, or translated as a “declaration of public
utility”, is a formal recognition in RoC law that
a proposed project has public benefits.
DX
Dougou Extension
The Dougou Extension sylvinite solution min-
ing project.
EBITDA
Earnings Before Interest, Taxes, De-
preciation and Amortization
ENFI
China ENFI Engineering Corporation
EPC
Engineering, Procurement and Con-
struction
A particular form of contracting arrangement
used in some industries where the EPC con-
tractor is made responsible for all the activities
from design, procurement, construction, com-
missioning and handover of the project to the
end-user or owner.
ESAP
Environmental and Social Action Plan
ESIA
Environmental and social impact as-
sessment
A process for predicting and assessing the po-
tential environmental and social impacts of a
proposed project, evaluating alternatives and
designing appropriate mitigation, management
and monitoring measures.
FEED
Front-End Engineering Design
Financial
Close
A full set of legally binding financial
agreements
GBP
British pound sterling
The official currency of the United Kingdom.
Granular
MoP
The selling description for compacted
MoP
Group
Kore Potash plc (Parent Company)
and its controlled entities
A list of the controlled entities within the Group
is included in Note 8.
HoA
Head of Agreement
Insoluble
material
Here refers to clays, organic material
and other insoluble components of the
sylvinite
Low insoluble content is considered advanta-
geous.
JORC
Australasian Joint Ore Reserves Com-
mittee
JORC is sponsored by the Australian mining
industry and its professional organisations.
JORC Code The Australasian Code for Reporting
of Exploration Results, Mineral Re-
sources and
Ore Reserves
The JORC Code is one of the most accepted
standards for the reporting of a company's Min-
eral Resources and
Ore Reserves.
JSE
Johannesburg Stock Exchange
The securities exchange, licensed under the
Financial Market Act (No 19 of 2012), as
amended from time to
time, operated by JSE Limited.
KCI
Potassium Chloride
KMP
Key Management Personnel
Refers to those persons having authority and
responsibility for planning, directing and con-
trolling the activities of the Group, directly or in-
directly, including any director (whether execu-
tive or otherwise) of the Group.
Kola
Denotes the Kola Project.
The Kola Project is part of the Sintoukola Pot-
ash Project.
Kore Pot-
ash
Kore Potash plc
See definition for “Company” above.
7
GLOSSARY (CONT)
Acronym /
Term
Stands For / Meaning
Definition and/or Additional Information
KPI
Key Performance Indicator
KPM
Kola Potash Mining S.A
KPM is located in the RoC and is one of the
subsidiaries of SPSA.
LoM
Life of Mine
LSE
London Stock Exchange
The LSE is the primary stock exchange in the
United Kingdom.
LTIP
Long Term Incentive Plan
Mining Con-
vention
Denotes the mining convention signed
by the Group and the government of
RoC
The mining convention governs the conditions
of construction, operation and mine closure of
the Kola and Dougou (including Dougou Exten-
sion) mining projects.
MoP
Muriate of Potash
The saleable form of potassium chloride (KCl),
comprising of a minimum 95% KCl.
MoU
Memorandum of Understanding
The MoU was signed on 6 April 2021 by the
Company and Summit.
Mt/Mtpa
Million tonnes/Million tonnes per an-
num
NED
Non-Executive Director
Non-Executive Director of Kore Potash plc.
OIA
Oman Investment Authority (former
SGRF)
OIA, is a sovereign wealth fund in Oman, and
is one of the Company’s substantial sharehold-
ers. Its investment in the Company is held in
the name of Princess Aurora
Company Pte.
Period
The current reporting period for the
Annual Report commencing 1 January
and ending 31 December.
Potash
Refers to potassium compounds, es-
pecially those of potassium chloride
(MoP) or sulfate
(SoP)
Refer to MoP and SoP for the definitions on the
two main types of potash.
PFS
Pre – Feasibility Study
A PFS is a comprehensive study of a range of
options for the technical and economic viability
of a mining project that has advanced to a
stage where a preferred mining method is es-
tablished, and an effective method of mineral
processing is determined. A PFS is at a lower
confidence level than a Feasibility Study.
Power
China
Power China International Group Lim-
ited
Power China International Group Limited
(“Power China”) is a parent company of
SEPCO.
RoC
Republic of Congo
The RoC is where the Group’s exploration ac-
tivities are located.
Rock-salt
In this case, a rock comprised predom-
inantly of the mineral halite (NaCl)
SBP
Share-Based Payment(s)
SEPCO
SEPCO Electric Power Construction
Corporation
SEPCO is an international engineering and
construction group headquartered in Jinan,
China.
8
GLOSSARY (CONT)
Acronym /
Term
Stands For / Meaning
Definition and/or Additional Information
Sintoukola
Potash Pro-
ject
Denotes the large potash project oper-
ated by the Group through SPSA lo-
cated in the Kouilou Province of the
Republic of Congo
The Sintoukola Potash Project includes the
Kola Project,
the Dougou Project and the DX Project (previ-
ously known as the Yangala Project).
SJCS
St James’s Corporate Services Lim-
ited
SJCS, together with Henko Vos, are the Com-
pany’s joint company secretary.
SoP
Sulfate of Potash
Also called potassium sulphate, arcanite, or ar-
chaically 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
Sintoukola Potash S.A.
SPSA is the Company’s 97%-owned subsidi-
ary located in the RoC, owned through the
Company.
SQM
Sociedad Quimica y Minera de Chile
S.A.
SQM is a New York listed Chilean lithium & pot-
ash company and is one of the Company’s
substantial shareholders.
Standard
MoP
The selling description for uncom-
pacted MoP.
STIP
Short Term Incentive Plan
Summit
Summit
Consortium
The Summit Consortium refers to
Summit,
OWI
Global
Limited,
PowerChina, SEPCO and their sub-
contractor ENFI.
Sylvinite
A rock type comprised predominantly
of the potash mineral sylvite (KCl) and
halite (NaCl)
TPA
Tonnes per annum
XAF
Denotes CFA or Central African CFA
franc
The Central African CFA franc is the currency
of the Republic of Congo, as well as being the
functional presentation currency of the subsid-
iaries in the Republic of Congo.
9
REVIEW OF OPERATIONS AND STRATEGIC REPORT
FOR KORE POTASH AND THE GROUP
The Board of Directors of Kore Potash is pleased to present its review of its potash development Group, with
97%-ownership of Sintoukola Potash SA, the Congolese subsidiary company that holds the Kola and
Dougou Potash Projects. The RoC Government is to hold 10% share of the Kola and Dougou Potash pro-
jects based on the Mining Convention however at the end of the period the transfer of ownership to the State
was not complete.
The Group is developing its globally significant potash deposits in the RoC, ideally located to supply the
important Brazilian agricultural market and high growth African markets. The Group’s potash deposits are
high grade, shallow, and close to the coast with access to infrastructure. The Sintoukola Potash Project also
has district-scale development potential with over 6 billion tonnes of potash mineral resources located ap-
proximately 35 kilometres from the coast.
Potash is now considered a critical mineral in a few countries including Canada because feeding the world’s
growing population in a context where arable land per capita is declining requires increasing application of
fertiliser. Potassium (from potash) is a key nutrient, essential for high quality, high climate resistance and
high yield food production to meet this need.
PROJECTS OVERVIEW
The Sintoukola Potash Project area contains the Kola sylvinite and carnallite deposits, DX sylvinite deposits
and Dougou carnallite deposits. These deposits are all situated within the Kola and Dougou Mining Licenses.
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 Kola sylvinite deposit has a Mineral Resource of 848Mt with an average grade of 34.8% KCl at an
average depth of approximately 250 metres below the surface. The Kola DFS was announced on 29 January
2019, which determined Proved and Probable Ore Reserves totalling 152.4Mt with an average grade of
32.5% KCl. The deposit is open laterally and an exploration target for the southward extension of sylvinite
was announced on 21 November 2018.
A non-binding MoU for the completion of a capital optimisation study on Kola, presentation of an EPC pro-
posal and financing for the construction of Kola was signed with the Summit Consortium and announced on
6 April 2021. On the 27 June 2022, the Company announced the Optimisation Study was completed with an
optimised construction cost of USD1.83 billion and a shortened construction schedule of 40 months.
PowerChina delivered the EPC proposal and draft EPC contract on 6 February 2024.
The EPC contract for the Kola Project with PowerChina was signed in Brazzaville in the presence of the RoC
Minister of Mines and Geology on 19 November 2024.
The EPC is a fixed price contract worth USD1.929 billion. This fixed price is of significant benefit to the
Company as it minimises the risk of cost overruns for the Company. The EPC also includes provisions for
penalties in the event of delayed completion and non-compliance to performance metrics. The EPC remains
subject to Financial Close.
10
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
PROJECTS OVERVIEW (CONT)
To accelerate progress during the financing process, Kore Potash and PowerChina have committed to an
Early Works Agreement, which forms part of the EPC and is targeted to be completed within 6 months of
signing. Kore Potash will pay USD5 million to PowerChina as part of the total EPC Contract Price to under-
take supplementary geological work, consisting of drilling at the shaft works and marine works locations and
additional FEED relating to the mining section shaft works. This will enable construction to commence after
Financial Close. In addition, PowerChina will undertake Beneficiation Tests to identify opportunities to im-
prove the plant design or adapt the product specifications. The Beneficiation Tests will be done on existing
core samples to confirm the ore grade information provided by Kore Potash and is a condition precedent to
the EPC. This is not considered to be a high-risk condition, given that Kore Potash has drilled 50 resource
related drill-holes and has completed seismic surveys, the data of which has been assessed by two re-
nowned independent experts as previously announced by the Company on 29 January 2019.
Entry into the EPC reaffirms the board of directors’ strategy for Kore Potash to become one of the lowest
cost producers globally for the Brazilian agricultural market and high growth African markets.
Following signing of the EPC contract, the Company undertook an exercise to optimise the DFS to account
for the EPC contract, including updating the Kola production schedule and the forecast financial information.
The results of the Optimised DFS incorporate the most current information available to the Company and
have been updated from the DFS and Optimisation Study to ensure compliance with the latest applicable
listing rule requirements and other regulatory policies of the Australian Stock Exchange Limited and therefore
should be considered as superseding the results of both the DFS and the earlier Optimisation Study.
Unlike the DFS and the Optimisation Study, the Optimised DFS is based on a production period which utilizes
all Proved and Probable Ore Reserves and only 6% of Inferred Minerals Resources, giving a LoM of 23
years. Optimised DFS was announced on 27 February 2025.
The prior DFS and Optimisation Study disclosures included an additional 20% of Inferred Mineral Resources
after the Ore Reserves were depleted.
Kore Potash considers there is strong potential for the mine plan on which this Optimised DFS is based to
be extended beyond 23 years by upgrading a portion of the 340Mt of Inferred Mineral Resources to Meas-
ured or Indicated Resources through further exploration during the 23 years of operations.
The results of the updated DX PFS were announced on 24 January 2023, which determined the DX Deposit
contains a total sylvinite Mineral Resources of 129Mt with an average grade of 24.8% KCl, Proven and
Probable Ore Reserves of 9.3Mt with an average grade of 35.7% KCl. DX is located 15 km southwest of
Kola. The DX deposit is open laterally, and an Exploration Target for the northward extension of sylvinite at
DX was announced on 21 November 2018.
The Kola and DX sylvinite deposits are high grade relative to most potash deposits globally. They contain
less than 0.3% insoluble material, which provides a further processing advantage over other potash deposits.
The Dougou carnallite deposit has a Mineral Resource of 3.056 billion tonnes with an average grade of
20.7% KCl (at a depth of between 400 and 600 metres) hosted by 35 - 40 metres of carnallite within four flat-
lying seams. The Dougou deposit remains open laterally and at depth. A scoping study was completed and
announced in February 2015.
11
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
SUMMARY OF KEY DEVELOPMENTS
•
PowerChina delivered the EPC proposal and draft EPC contract to the Company on 6 February 2024.
•
The EPC contract for the Kola Project with PowerChina was signed in Brazzaville in the presence of the
RoC Minister of Mines and Geology on 19 November 2024.
•
The EPC is a fixed price contract worth USD1.929 billion. This fixed price is of significant benefit to the
Company as it minimises the risk of cost overruns for the Company. The EPC also includes provisions
for penalties in the event of delayed completion and non-compliance to performance metrics. The EPC
remains subject to Financial Close.
•
Optimised DFS was announced on 27 February 2025. Unlike the DFS and the Optimisation Study, the
Optimised DFS is based on a production period which utilizes all Proved and Probable Ore Reserves
and only 6% of Inferred Minerals Resources, giving a LoM of 23 years. The prior DFS and Optimisation
Study disclosures included an additional 20% of Inferred Mineral Resources after the Ore Reserves were
depleted. Kore Potash considers there is strong potential for the mine plan on which this Optimised DFS
is based to be extended beyond 23 years by upgrading a portion of the 340Mt of Inferred Mineral Re-
sources to Measured or Indicated Resources through further exploration during the 23 years of opera-
tions.
SUMMARY OF FINANCIALS
•
During the Period, the Group’s Total Comprehensive loss was USD10,754,786 (2023: income was
USD3,955,201), and the Group experienced net cash outflows from operating and investing activities of
USD3,000,825 (2023: USD6,983,319). Cash and cash equivalents totalled USD1,339,321 as at 31 De-
cember 2024 (2023: USD1,583,657).
•
Group net assets decreased in the year to USD167,304,043 (2023: USD175,089,299). This was primarily
driven by a USD7,023,387 decrease in exploration capitalised which is denominated in the local func-
tional currency, XAF, and XAF exchange rate have weakened against the USD. During the year 2024
the Group incurred foreign exchange loss of USD9,543,967 (2023: foreign exchange gain of
USD4,799,685).
•
As at 31 December 2024 the Directors’ fees accrued were USD365,400 (2023: USD121,800).
•
The Directors prepared a cash flow forecast for the period ending 31 March 2026, which indicates that
the Group will not have sufficient liquidity to meet its working capital requirements to the end of the going
concern period (March 2026). Please refer to Note 1 to the financial statements for more detail on the
going concern statement.
•
The Company will be required to raise funds in Q4 2025 for the working capital requirements for Kore
Potash for the period up to Financial Close to ensure the realisation of assets on an orderly basis and
the extinguishment of liabilities as and when they fall due.
•
Upon receiving the financing proposal for the complete construction of Kola from the Summit Consortium
and financing for the construction of Kola additional capital will be required until the commencement of
production.
•
The Directors have considered various mitigating actions, which include raising additional capital to en-
able the Group to continue to fund its working capital requirements.
12
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
CORPORATE ACTIVITIES
•
Successful completion of USD530,000 fundraise with a further USD150,000 conditionally raised and
subsequently approved by shareholders at a General Meeting held on 13 May 2024.
•
André Baya, appointed as Chief Executive Officer on 4 April 2024, effective from 15 April 2024.
•
On 15 April 2024, the Company granted options over 35,000,000 new Ordinary Shares to senior man-
agement.
•
On 7 May 2024, the Company announced a secondary listing on the A2X exchange with effect from 14
May 2024.
•
The Company held its Annual General Meeting on 6 June 2024, at which all resolutions were duly
passed.
•
Amit Mehta, nominated by OIA, was appointed as a non-executive director with effect from 27 June 2024.
•
Successful completion of USD1.221 million fundraise on 1 July 2024 with a further USD60,000 condi-
tionally raised and approved by shareholders at a General Meeting held on 23 August 2024.
•
The EPC for the Kola Project with PowerChina was signed in Brazzaville in the presence of the RoC
Minister of Mines and Geology on 19 November 2024.
•
Lodgement of the cleansing prospectus on 22 November 2024 to remove any on-sale restrictions in
relation to the shares to be issued pursuant to the Company’s USD0.9 million placement.
•
On 26 November 2024, the Company successfully completed a USD0.9 million placement.
•
As of 31 December 2024, the Company held USD1.34 million in cash.
•
Successful completion of USD10.1 million fundraise with a further USD500,000 to be conditionally raised
and subject to shareholders’ approval at a general meeting of the Company.
OPERATIONAL AND EXPLORATION ACTIVITY
Kola Potash Project
The Company signed a non-binding MoU with the Summit, on behalf of a consortium of investors and
engineering firms on 6 April 2021, to arrange the total financing required for the construction of Kola, in
the presence of the Minister of Mines of the RoC and his key staff in Brazzaville.
The Summit Consortium includes:
o OWI Global, headquartered in Abu Dhabi, who will provide royalty financing in conjunction with prod-
uct offtake.
o SEPCO, an international engineering and construction group headquartered in Jinan, China and with
offices in Dubai which is a wholly owned subsidiary of PowerChina. SEPCO will be the EPC contrac-
tor for Kola within the Summit Consortium. SEPCO has significant construction experience globally
across a range of industries, including power, oil and gas chemical, energy-reduction and environ-
mental protection and infrastructure projects. SEPCO has completed major construction projects in
25 countries, including 44 EPC contracts in 11 countries with seven of these in Africa, in addition to
its construction capability, SEPCO will also assist in arranging the debt financing: and
o China ENFI Engineering Corporation, subcontracted by SEPCO and headquartered in Beijing, is a
significant engineering group with specific mining, processing, and potash experience. ENFI is a
mining technology leader in China and has provided technical services for the design and construc-
tion of more than 400 mining operations around the world. ENFI’s potash specific experience includes
design and construction of an underground potash mine in southeast Asia.
On 27 June 2022, the Company announced the Optimisation Study was completed with an optimised
construction cost of USD1.83 billion and a shortened construction schedule of 40 months.
On 28 June 2022, Kore Potash signed a HoA for the construction in the presence of the Minister of State
and Minister of Mining Industry and Geology of the RoC, Mr Pierre Oba.
13
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Kola Potash Project (Cont)
On 8 August 2023, Kore Potash entered into a revised agreement with SEPCO to provide the Company
with an EPC contract for the construction of the Kola Project. Following the completion of SEPCO’s
parent company, PowerChina’s, review of the Kola design and construction schedule, one of the agreed
outcomes was that further engineering design works must be completed before PowerChina and SEPCO
jointly presenting an EPC proposal and EPC contract to the Group.
o PowerChina subcontracted five technical groups who commenced additional design and engineering
works. Specific design areas included the underground mine, mineral processing jetty and tranship-
ment operations, energy transportation and storage, conveyor systems and material handling.
PowerChina advised the Company that the Works would cost in excess of USD10 million to complete.
Illustrating PowerChina’s commitment to Kola, it capped Kore Potash’s contribution at a maximum of
USD5 million, with the balance of the costs to be paid by PowerChina.
o Two payments of USD1.0 million each were made in August and November 2023 as required under
the Agreement. The remaining USD3 million of which USD800,000 payable up to 6 weeks from the
date PowerChina and SEPCO having presented to Kore a “complete contractual document capable
of finalising the financing arrangement of the Kola Project and capable of acceptance by Kore to form
a binding construction contract” and USD2.2 million to be paid subject to Kore concluding its fund
raise with a target date of no later than 12 months of the signing of the EPC.
PowerChina delivered the EPC proposal and draft EPC contract on 6 February 2024.
The EPC contract for the Kola Project with PowerChina was signed in Brazzaville in the presence of the
RoC Minister of Mines and Geology on 19 November 2024.
The EPC is a fixed price contract worth USD1.929 billion. This fixed price is of significant benefit to the
Company as it minimises the risk of cost overruns for the Company. The EPC also includes provisions
for penalties in the event of delayed completion and non-compliance to performance metrics. The EPC
remains subject to Financial Close.
To accelerate progress during the financing process, Kore Potash and PowerChina have committed to
an Early Works Agreement, which forms part of the EPC and is targeted to be completed within 6 months
of signing. Kore Potash will pay USD5 million to PowerChina as part of the total EPC Contract Price to
undertake supplementary geological work, consisting of drilling at the shaft works and marine works
locations and additional FEED relating to the mining section shaft works. This will enable construction to
commence after Financial Close. In addition, PowerChina will undertake Beneficiation Tests to identify
opportunities to improve the plant design or adapt the product specifications. The Beneficiation Tests will
be done on existing core samples to confirm the ore grade information provided by Kore Potash and is
a condition precedent to the EPC. This is not considered to be a high-risk condition, given that Kore
Potash has drilled 50 resource related drill-holes and has completed seismic surveys, the data of which
has been assessed by two renowned independent experts as previously announced by the Company on
29 January 2019.
Entry into the EPC reaffirms the Board of Directors’ strategy for Kore Potash to become one of the lowest
cost producers globally for the Brazilian agricultural market and high growth African markets.
Following signing of the EPC contract, the Company undertook an exercise to optimise the DFS to ac-
count for the EPC contract, including updating the Kola production schedule and the forecast financial
information.
14
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Kola Potash Project (Cont)
The results of the Optimised DFS incorporate the most current information available to the Company and
have been updated from the DFS and Optimisation Study to ensure compliance with the latest applicable
listing rule requirements and other regulatory policies of the ASX and therefore should be considered as
superseding the results of both the DFS and the earlier Optimisation Study.
Unlike the DFS and the Optimisation Study, the Optimised DFS is based on a production period which
utilizes all Proved and Probable Ore Reserves and only 6% of Inferred Minerals Resources, giving a LoM
of 23 years. Optimised DFS was announced on 27 February 2025 with the successful outcomes:
o Capital cost of USD 2.07 billion (nominal basis) on a signed fixed price EPC basis, including owner’s
costs.
o Assumed construction start date of 1 January 2026, with construction period of 43 months.
o Kola designed with a nameplate capacity of 2.2 million tonnes per annum of MoP.
o Average MoP production per year of 2.2Mtpa of MoP for total MoP production of 50Mt over a 23-year
life of mine.
o Average cost of MoP delivered to Brazil is USD128/t. Based on an independent MoP market study
commissioned by the Company, management considers Kore Potash is projected to become one of
the lowest cost producers in the global agricultural market to Brazil.
o Average annual EBITDA is approximately USD733 million. Kore Potash is projected to continue to
enjoy a very high average EBITDA margin of 74%.
o Key financial metrics, at MoP CFR Brazil pricing averaging USD449/tonne and on a 90% attributable
basis (reflecting Kore’s future holding of 90% and the RoC government 10%):
o Kola NPV10% (real) post-tax USD1.7 billion
o IRR 18% (real) on ungeared post-tax basis
o Kola is designed as a conventional mechanised underground potash mine with shallow shaft access.
Ore from underground is transported to the processing plant via an approximately 25.5 km long
overland conveyor. After processing, the finished product is conveyed 8.5 km to the marine export
facility. MoP is transferred from the storage area onto barges via a dedicated barge loading jetty
before being transhipped into ocean-going vessels for export.
The prior DFS and Optimisation Study disclosures included an additional 20% of Inferred Mineral Re-
sources after the Ore Reserves were depleted.
Kore Potash considers there is strong potential for the mine plan on which this Optimised DFS is based
to be extended beyond 23 years by upgrading a portion of the 340Mt of Inferred Mineral Resources to
Measured or Indicated Resources through further exploration during the 23 years of operations.
15
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Kola Potash Project (Cont)
Next Steps
While the signing of the EPC represents a significant milestone for the Company, the Company notes
that there is still a significant number of major milestones that need to be satisfied before the commence-
ment of first production at the Kola Project.
The indicative timeline of these major milestones to first production from Kola Project is as follows:
o End of March 2025 Summit Consortium is targeting to deliver a non-binding financing term sheet.
o End of June 2025 completion of the Early Works under the Early Works Agreement.
o Second half of 2025:
o Financial Close under the EPC.
o Full Notice to Proceed issued under the EPC.
o Commencement of construction under the EPC.
o First half of 2029 – first production at the Kola Project.
Dougou Extension (DX) Sylvinite Defined Feasibility Study Phase 1
•
The DX Project update of the JORC (2012) compliant Mineral Resource, Ore Reserve, PFS information
and Production Target was announced on the 24 January 2023. The updated Mineral Resource incor-
porates the most recent drilling results and interpretation of the geophysical data. A summary of the
results is presented below:
o Production Target of 15.5Mt sylvinite at a grade of 30.63 % KCl demonstrates initial project life of
12 years at a production rate of 400,000 tpa MoP.
o Production Target based on Proven and Probable Ore Reserves and 13% of the Inferred Mineral
Resources that represents 30% of the life of project MoP production.
o NPV10 (real) of USD275 million and 27% IRR on a real post tax basis at life of project average
granular MoP price of USD450/t.
o Approximately 2.9 years post-tax payback period from first production.
o Proven and Probable Ore Reserve of 9.31Mt sylvinite at an average grade of 35.7% KCl.
o Mineral Resource of 129Mt at an average grade of 24.9% KCl.
o Higher confidence in the distribution of Sylvinite within the Top Seams and improved understand-
ing of the Sylvinite/Carnallite boundary within the Hanging Wall Seam.
The latest information confirms that the DX Project is a financially attractive, low capital cost project
with a shorter construction period than Kola.
At present, the Company remains focused on completing the financing of Kola and moving forward
to construction of Kola as soon as possible. The Company is also exploring what strategic options
are available for the DX Project, including a potential sale.
16
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
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 and the adjacent Dougou and DX deposits1.
The Mining Convention concludes the framework envisaged in the 25-year renewable Kola and
Dougou Mining Licences granted in August 2013 and May 2017. The Mining Convention provides
certainty and enforceability of the key fiscal arrangements for the development and operation of Kola
and Dougou Mining Licences, which including import duty and VAT exemptions and agreed tax rates
during mining 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.
The Company continues to engage with the RoC Government to implement the Mining Convention’s
commitments. This includes the intra-group transfer of the Dougou Mining License from SPSA to the
operating entity DPM1.
On 14 December 2020 and 12 October 2022, the Company reported receipt of correspondence re-
ceived from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola
Potash project.
Since this time the Company has held multiple meetings with the Minister of Mines and is assured
that the Company has and will continue to have his full support and that the Company’s tenements
in the RoC remain in good standing and that the Company remains compliant with its obligations
under the Mining Convention.
Throughout 2023 representatives of Kore Potash have maintained increased levels of dialogue with
the Ministry of Mines, including with the Minister of State and Minister of Geology and Mining Industry,
Mr Pierre Oba. This dialogue has been aimed at improving the Ministry’s understanding of the Com-
pany’s projects at Kola and Dougou, the capability of the intended financiers for Kola, the construction
partner and the processes the Company must work through towards securing financing for the con-
struction of the Kola Potash Project.
This dialogue has included meetings between the Ministry and members of the Summit Consortium
who intend to provide royalty and debt financing to cover the full construction cost of Kola and
PowerChina who will construct Kola as per signed EPC agreement.
In August 2023 the Minister of Mines wrote a letter to Kore Potash that pledges the Ministry and the
Republic of Congo’s support for Kore’s development of its projects at Kola and Dougou. The Minister
acknowledged that some of the development objectives for the Projects, as outlined in the Mining
Convention, have not yet been met. He also assures the Ministry's steadfast support, in the form of
a moral guarantee, to assist in addressing remaining challenges to completing the financing of Kola.
The Minister reaffirmed the validity of the Company’s mining tenement titles and the Mining Conven-
tion which is the operating agreement between the Company and the Government.
17
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Mining Convention (Cont)
The Minister further conveyed a pledge of security reflecting the RoC’s confidence in Kore Potash to
support ongoing dialogue and action towards the development of our projects in the RoC.
The Minister of Mines of the RoC showed further support for the Company’s development of the Kola
Project during a visit to the Kola Project in September 2023.
Kore Potash held a ceremony at the intended location of the Kola processing plant in recognition of
the extensive development work completed by Kore Potash to date. The ceremony also recognised
the commencement of work on the ground at the Kola site by SEPCO which was conducting detailed
surveys and foundation testing programmes in the plant site area.
The ceremony was held near the village of Yanga in the Kouilou province of the RoC. The Minster,
members of his Ministry and local dignitaries were in attendance along with the Chairman of Kore
Potash David Hathorn, Mr Warren Thompson from the Summit Consortium and SEPCO Vice Presi-
dent Zhang Quan.
The EPC contract for the Kola Project with PowerChina was signed in Brazzaville in the presence of
the RoC Minister of Mines and Geology on 19 November 2024.
1 Under the Mining Convention, the RoC government will be granted a 10% carried equity interest (subject
to signing shareholders agreement) in the project companies (DPM and KPM, which SPSA wholly owns).
Authorisation obtained from RoC authorities
The Minister of Tourism and Environment of the RoC issued certificates on 31 March 2020 granting
25-year approvals to the ESIAs for both the Dougou and the Kola Mining Licences.
The proposed new position of the Kola process plant resulting from the Optimisation Study creates
a requirement to issue an addendum to the ESIA. It is intended that work on this addendum will
commence in the first half of 2025.
Workstreams with RoC authorities
Declaration of Public Utility (DUP) this is the formal process to authorise the use of public land use
by the Group for the Kola project. The existing DUP for the Kola project issued under Order No.
6595/MAFDPRP-CAB in August 2018 requires a revision based on the proposed optimisation
changes to the process plant layout. The Group started a process of reapplying for the DUP. An initial
land survey of the affected land by the Department of Cadastral Survey was completed on 23 Sep-
tember 2021 and the surveyed co-ordinates issued to the Company for review.
As a result of the optimization of the processing plant and camp location, a new DUP process needs
to be initiated with the approval and support of the RoC Government after receipt and acceptance of
the financing proposal from the Summit Consortium. A subcontractor with prior experience on the
previous DUP is awaiting the greenlight of Kore to start the work.
18
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Impact on Climate Change
The groups existing operations in the RoC have a minimal carbon emission impact which is driven
by the use of diesel fuel for electricity generation in the exploration camp. To assist in offsetting this
impact, Kore Potash has implemented a nursery onsite and in conjunction with the local communities’
plants seedlings in the surrounding areas throughout the year.
Kore Potash’s final product MoP is a vital agri-nutrient required for quality plant growth and crop yield
and its application is necessary to meet the growing global demand for food. Plant growth and higher
yields from crops is critical to reduce the carbon footprint and to meet the increased demand for foods
that create a lower carbon footprint.
Kore Potash’s planned operations will be adjacent to the Conkouati-Douli National Park. The Com-
pany has previously partnered with Non-Government Organisations to provide financial assistance
for rainforest guards to preserve the forest and rainforest environments within this National Park. A
conservation focused Non-Government Organisation, became actively involved with preserving this
National Park in 2021 and the Company commenced partnering with them in 2022 to preserve the
forests in this National Park.
Key Performance Indicators
The Board has set the KPIs for the Company and Group that reflect the development stage of the business:
Health and Safety
•
The Group has set a goal of zero lost time injuries. There were no lost time injuries during the year (2023:
zero). The Company maintained its COVID-19 measures to ensure the spread of the disease was mini-
mised. No positive COVID case was reported during the year in our Congolese employees.
Available Cash and cash equivalents
•
The Group is required to have sufficient cash to meet its obligations. At 31 December 2024 the Group
held cash of USD1,339,321 (2023: USD1,583,657) which is not sufficient to meet its obligations for at
least 12 months from the date of approval of these financial statements. On 27 March 2025 the Company
raised gross USD10.1 million through the issue of 455,734,110 new Ordinary Shares in the Company.
On 21 March 2025 the Company also announced that it is the intention of David Hathorn, Chairman, to
subscribe for new ordinary shares of the Company for a consideration of USD500,000 as soon as prac-
ticable following publication of the 2024 Annual Report and on the same terms as the USD10.1 million
fundraise and subject to obtaining shareholder approval at a general meeting of the Company.
•
The Board plans to complete a further fundraise in Q4 2025 to ensure it has sufficient cash to meet its
ongoing obligations.
Kola Project EPC and Financing
•
The Board set the KPI for 2024 to sign an EPC Contract for the complete construction of Kola. The EPC
contract for the Kola Project with PowerChina was signed in Brazzaville in the presence of the RoC
Minister of Mines and Geology on 19 November 2024.
•
The 2025 KPI is for the financing proposal for the full construction cost of Kola. Summit Consortium is
targeting to deliver a non-binding financing term sheet before the end of March 2025.
19
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Viability Assessment
The Directors prepared a cash flow forecast for the period ending 31 March 2026, which indicates that the
Group will not have sufficient liquidity to meet its working capital requirements to the end of the going concern
period (March 2026). Current estimations are the Group will have exhausted current cash reserves in No-
vember 2025. The outcome of receiving a non-binding financing term sheet from the Summit Consortium
and ultimate Financial Close drives both going concern and the viability period. Further assessments of the
going concern is in Note 1(b).
The Board is confident that funding can be obtained based on past performance.
The Directors have considered the risks associated with the continuity of business and believe the assump-
tions of the forecast are adequate given the controllable market conditions.
The Group’s financial projections and cash flow forecast does not include funding for the construction of the
Kola project which is subject to Financing proposal from the Summit Consortium. Under the MoU the Con-
sortium’s Financing proposal is for the complete construction of the Kola Project. In the event the Financing
proposal is not presented or accepted by Kore Potash, the Company intends to seek alternative Financing
proposals which would require additional funding for the construction of the Kola project. Current market
conditions for potash remain strong with the area of arable land available for crops globally reducing with
very few new potash projects entering the market to meet the increase in demand. Some producers’ exports
have been stopped due to international sanctions, further reducing supply. Given the increase in potash
prices, signed EPC agreement, the outcomes of the Optimised DFS and the increase in some supply cost
driven by the current market conditions Kola remains an attractive project.
Tenement Details and Ownership
The Company is incorporated and registered in England and Wales and has a 97% holding in SPSA in the
RoC. SPSA is the 100% owner of DPM, which holds the Dougou Mining Lease and KPM, which holds the
Kola Mining Lease. The Dougou Mining lease hosts the Dougou Deposit and the DX Deposit. The Kola
Deposit is located within the Kola Mining Lease.
Table 1: Schedule of mining tenements (Republic of Congo)
Project & Type
Tenement Issued
Company Interest
Title Registered to
Kola
Mining
Decree 2013-412
of 9 August 2013
100%
potassium rights only
Kola Potash Mining S.A.
Dougou
Mining
Decree 2017-139
of 9 May 2017
Revised Decree No
2021-389 of 2 Au-
gust 2021
100%
potassium rights only
Sintoukola Potash S.A.
20
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Changes to Potash Mineral Resources and Ore Reserves between 2021, 2022 and 24 January 2023
Tables 1 and 2 provide a comparison of the Company’s Mineral Resources and Ore Reserves, year-on-year
between 2021, 2022 and 24 January 2023, as per ASX Listing rule 5.21.4.
There are no changes to the Mineral Resources and Ore Reserves for Kola and Dougou in 2024. However,
during the period the DX sylvinite resource and reserves were updated in the Updated Dougou Extension
(DX) PFS and Production Target announced on 24 January 2023. The main drivers for the change in the
Mineral Resources and Ore Reserves were:
•
For the HWSS, only five drillholes in the ‘mining area’ contained sylvinite that was not immediately un-
derlain by carnallite. Therefore, the overall grade and volume of HWSS Mineral Resources were reduced
as a result of these drilling results,
•
Reduced KCl grade for the TSS due to the ID2 estimation method, whereby if there are no nearby drill-
holes, the grade in a block will be reduced in accordance with the weighted mean of the square of the
distances from drillholes within the search radius.
21
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Table 1. Comparison of Potash Mineral Resources year-on-year between 2021, 2022 and 24 January 2023.
MINERAL RESOURCES
31 December 2021 and 2022
24 January 2023
Category
Million
Tonne
s
Grade
KCl %
Con-
tained
KCl (Mt)
Million
Tonnes
Grade
KCl %
Contained
KCl (Mt)
Kola Sylvinite de-
posit
Measured
216
34.9
75
216
34.9
75
Indicated
292
35.7
104
292
35.7
104
Measured + Indi-
cated
508
35.4
180
508
35.4
180
Inferred
340
34.0
116
340
34.0
116
TOTAL
848
34.8
295
848
34.8
295
Dougou Extension
Sylvinite deposit
Measured
0
0.0
0
20
32.4
6
Indicated
79
39.1
31
8
23.1
2
Measured + Indi-
cated
79
39.1
31
28
29.9
8
Inferred
66
40.4
27
101
23.5
24
TOTAL
145
39.7
58
129
24.8
32
TOTAL SYLVINITE
MINERAL RE-
SOURCES
Measured
216
34.7
75
236
34.7
82
Indicated
371
36.4
135
300
35.4
106
Measured + Indi-
cated
587
35.9
211
536
35.1
188
Inferred
406
35.2
143
441
31.6
139
TOTAL
993
35.5
353
977
33.5
327
Kola Carnallite de-
posit
Measured
341
17.4
59
341
17.4
59
Indicated
441
18.7
83
441
18.7
83
Measured + Indi-
cated
783
18.1
142
783
18.1
142
Inferred
1,266
18.7
236
1,266
18.7
236
TOTAL
2,049
18.5
378
2,049
18.5
378
Dougou Carnallite
deposit
Measured
148
20.1
30
148
20.1
30
Indicated
920
20.7
190
920
20.7
190
Measured + Indi-
cated
1,068
20.6
220
1,068
20.6
220
Inferred
1,988
20.8
414
1,988
20.8
414
TOTAL
3,056
20.7
634
3,056
20.7
634
TOTAL CARNALL-
ITE MINERAL RE-
SOURCES
Measured
489
18.2
89
489
18.2
89
Indicated
1,361
20.1
273
1,361
20.1
273
Measured + Indi-
cated
1,851
19.6
362
1,851
19.6
362
Inferred
3,254
20.0
650
3,254
20.0
650
TOTAL
5,105
19.8
1,012
5,105
19.8
1,012
22
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Table 2. Comparison of Ore Reserves year-on-year between 2021, 2022 and January 2023.
ORE RESERVES
31 December 2021 and 2022
24 January 2023
Category
Million
Tonnes
Grade
KCl %
Contained
KCl (Mt)
Million
Tonnes
Grade
KCl %
Contained
KCl (Mt)
Kola Sylvinite de-
posit
Proved
61.8
32.1
19.8
61.8
32.1
19.8
Probable
90.6
32.8
29.7
90.6
32.8
29.7
TOTAL
152.4
32.5
49.5
152.4
32.5
49.5
ORE RESERVES
31 December 2021 and 2022
24 January 2023
Category
Million
Tonnes
Grade
KCl %
Contained
KCl (Mt)
Million
Tonnes
Grade
KCl %
Contained
KCl (Mt)
Dougou Exten-
sion Sylvinite de-
posit
Proved
0
0
0
6.1
32.5
2.0
Probable
17.7
41.7
7.4
3.2
41.8
1.3
TOTAL
17.7
41.7
7.4
9.3
35.7
3.3
Notes:
The Mineral Resource and Ore Reserves are prepared in accordance with the JORC Code (2012 edition) by independent competent persons and
the geological models and modifying factors are reviewed by Company staff and other individuals with appropriate capability to peer review the
work of the competent persons.
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., a member of the Association of Professional Engineers and Geosci-
entists of British Columbia. The Ore Reserve Estimate for sylvinite at Kola was first reported 29 January 2019 in an announcement titled “Kola
Definitive Feasibility Study” and was prepared by Met-Chem; the Competent Person for the estimate was Mr Mo 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 mem-
bers of good standing of the European Federation of Geologists.
The Dougou Extension sylvinite Mineral Resource Estimate and Ore Reserve Estimate were reported in an announcement titled “Updated Dougou
Extension (DX) PFS and Production Target” on 24 January 2023. Dr. Douglas F. Hambley, Ph.D., P.E., P.Eng., P.G of Agapito Associates Inc.,
for the Exploration Results and Mineral Resources. Mr. Hambley is a licensed professional geologist in states of Illinois (Member 196-000007) and
Indiana (Member 2175), USA, and is an Honorary Registered Member (HRM) of the Society of Mining, Metallurgy and Exploration, Inc. (SME,
Member 1299100RM), a Recognized Professional Organization’ (RPO) included in a list that is posted on the ASX website from time to time and
Dr. Michael Hardy was the Competent Person for the Ore Reserves, and he 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 an-
nouncement.
23
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
OPERATIONAL AND EXPLORATION ACTIVITY (CONT)
Figure1. Location of the Sintoukola Project showing the Kola, Dougou and DX Projects
24
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
BUSINESS MODEL
The Group’s business strategy for the financial year ahead and in the foreseeable future is to continue ex-
ploration and development activities on the Group’s existing potash mineral projects in the RoC. The Group’s
current activities do not generate any revenues or positive operating cash flow and future development,
necessary to commence production, will require significant capital expenditures.
POSITION AND PRINCIPAL RISKS
The Group’s business strategy is subject to numerous risks, some outside the Board and management’s
control. These risks can be specific to the Group, generic to the mining industry and generic to the stock
market. The key risks, expressed in summary form, affecting the Group and its future performance include
but are not limited to:
•
Funding risk to going concern
The Group's financial projections and cash flow forecasts indicate that the Group will have a negative cash
balance in November 2025 and therefore will need to complete a capital raise prior to this in order to meet
its current planned activities for the full 12 months. The expectation is that the Group will receive a non-
binding financing term sheet from the Summit Consortium and raise additional funds in Q4 2025. 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 own-
ership 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 agen-
cies and equity investors. The Group also has two large long-term strategic investors, SQM and OIA, with
extensive capital resources.
On 27 March 2025 the Company raised gross USD10.1 million through the issue of 455,734,110 new Ordi-
nary Shares in the Company. On 21 March 2025 the Company also announced that it is the intention of
David Hathorn, Chairman, to subscribe for new ordinary shares of the Company for a consideration of
USD500,000 as soon as practicable following publication of the 2024 Annual Report and on the same terms
as the USD10.1 million fundraise and subject to obtaining shareholder approval at a general meeting of the
Company.
Summit Consortium is targeting to deliver a non-binding financing term sheet before the end of March 2025.
Future funding being dependent on receiving this financing proposal and raising of additional funds. Further
assessments of the going concern is in Note 1(b).
Factors beyond the Company’s control, including pandemic diseases such as COVID-19 (coronavirus), the
Russian/Ukraine conflict impact on macro-economics, fluctuating interest rates, changes in import and export
tariffs and other relevant factors 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 arrange-
ments that the Company may require to pursue.
25
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
POSITION AND PRINCIPAL RISKS (CONT)
•
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 opera-
tions.
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 estab-
lished good relationships with the official local and country establishments including 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-RoC bilateral investment treaty, which provides strengthened legal
protection to the Group’s investments in the RoC.
On 14 December 2020 and 12 October 2022, the Company reported receipt of correspondence received
from the Minister of Mines expressing dissatisfaction with the pace of development of the Kola Potash pro-
ject. Since then, the Company has held multiple meetings with the Minister of Mines and is assured that the
Company has and will continue to have his full support and that the Company’s tenements in the RoC remain
in good standing and that the Company remains compliant with its obligations under the Mining Convention.
On August 21 2023 Kore Potash reported a letter from Minister of Mines to Kore Potash that pledges the
Ministry and the Republic of Congo’s support for Kore’s development of its projects at Kola and Dougou
Projects. The Minister of Mines pledges further support for Kore Potash to continue to develop Kola and
Dougou.
• Ongoing title to Mining tenements re-confirmed.
• Confirmation that the Mining Convention remains in effect.
• The Minister encourages Kore’s shareholders to support Kore Potash in its development endeav-
ours.
Throughout 2024 representatives of Kore Potash have maintained increased levels of dialogue with the
Ministry of Mines, including with the Minister of State and Minister of Geology and Mining Industry, Mr Pierre
Oba. This dialogue has been aimed at improving the Ministry’s understanding of the Company’s projects at
Kola and Dougou, the capability of the intended financiers for Kola, the construction partner and the pro-
cesses the Company must work through towards securing financing for the construction of the Kola Potash
Project.
This dialogue has included meetings between the Ministry and members of the Summit Consortium who
intend to provide royalty and debt financing to cover the full construction cost of Kola and PowerChina who
will construct Kola as per signed EPC agreement.
26
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
POSITION AND PRINCIPAL RISKS (CONT)
•
Change in potash commodity prices and market conditions
The Group is subject to changes in the commodity price for potash due to changes in marketing conditions
(political, economic and other uncertainties) over which the Group has limited control. The Group plans to
be a low-cost producer being in the first quartile of sustainable costs to enable the Group to be profitable
when commodity prices reduce.
Demand for potash continues to grow as the volume of arable land reduces with limited new projects entering
the market to meet the increase in demand, and some suppliers’ exports have been stopped due to interna-
tional sanctions imposed, reducing supply availability. The Group continues to engage with reputable buyers
with the intention to enter contractual arrangements to sell production prior to commercial production.
The Company’s financial models take into consideration the impact of commodity pricing when evaluating
projects.
•
Geological and technical risk posed to exploration and commercial exploitation success.
Mining complexities arising from geotechnical, hydro-geological conditions and undetected geological phe-
nomena may adversely impact the efficiency of the operation to the extent that the operation becomes finan-
cially unviable. Additionally, human error by the miners, equipment failure, mistakes in planning the opera-
tions, 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. On 19 November 2024 the Group signed EPC contract with PowerChina
to develop Kola project.
•
Environmental and occupational health and safety risks
Environmental, safety and health incidents including pandemic diseases like COVID-19 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 reduce the impact of COVID-19 testing, and control procedures were introduced for all people in
2020 and in 2024 Company maintained these COVID-19 measures to ensure the spread of the disease was
minimised. All employees and consultants have been vaccinated with the only exemptions being for medical
reasons. Those employees that cannot be vaccinated continue to work from home until they are medically
fit to undertake the vaccination.
The Group’s operations are subject to ESIA which have been granted for 25 years by the RoC government.
The proposed new position of the Kola process plant resulting from the Optimisation Study creates a re-
quirement to issue an addendum to the ESIA. It is intended that work on this addendum will commence in
the second half of 2025.
27
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
POSITION AND PRINCIPAL RISKS (CONT)
•
Government policy change
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, produc-
tion, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, en-
vironmental 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.
David Hathorn following the resignation of the CEO on 31 October 2023 also assumed the role of interim
CEO. Subsequently André Baya was appointed as Chief Executive Officer on 4 April 2024, effective from 15
April 2024.
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 mile-
stones and provide personal development opportunities.
•
Climate change
The Group has considered the impact that climate change can have on the Group and the business as a
result of climate change and the impact the Group’s operations have on climate change. Areas of risks are
reviewed periodically with actions put in place to address these risks where management can exert some
influence over the climate outcomes.
The Group has assessed the potential impact of climate change including severe weather changes on the
Group’s existing operations as negligible. Assessment of the potential impacts of climate change on the Kola
Project have led to modifications to the proposed processing plant location as part of the Optimisation Study
in part due to the potential impact sea level and weather changes.
The risk of impact on the goods supply chain and commodity pricing for the construction of the Kola Project
linked to climate change is assessed as minimal for the construction period of Kola.
As the Kola project moves towards construction management will re-assess the potential risk presented to
planned operations by climate change.
The key risk identified at present is planned carbon emissions from the Kola operation based on the current
energy supply methodology available to the project. The Group will continue to review options to reduce
these carbon emissions.
Global climate change is potentially going to drive an increase in demand for Potash to produce fertiliser to
maintain soil fertility and improve plant health as the global arable land area per person reduces. Therefore,
the risk associated with the final product is assessed as immaterial.
28
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
POSITION AND PRINCIPAL RISKS (CONT)
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.
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.
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 environ-
ment in which it operates.
Shareholders:
By virtue of their respective Investment Agreements, the Company’s two largest shareholders, SQM and
OIA, are entitled to appoint a NED to the board and accordingly, in replacement of Mr P Hernandez Mac-
Donald, Mr W Pulinx from SQM was appointed as a NED on 24 July 2023. Following the departure of Mr S
Oundhakar as a NED on the board on 22 December 2022, Mr A Mehta from OIA, who had been acting as
an observer at all board meetings and was involved in all principal decisions taken by the board, other than
in cases where conflicts of interests may arise, was appointed as NED with effect from 27 June 2024. All
other existing substantial shareholders have regular meetings throughout the year with the Chairman, CEO
and CFO. 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.
29
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
DIRECTORS’ SECTION 172 STATEMENT (CONT)
Stakeholder Engagement (Cont)
At the Company’s AGM, held on 6 June 2024, all resolutions were passed with at least 86% of the votes
cast in favour. In order to reduce travel costs, no Directors were present at the AGM. However, the Directors
were able to dial-in to the Meeting via an electronic audio webcast and shareholders 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.
All substantial shareholders that own more than 3% of the Company’s shares are listed on page 129 of this
Report.
Further details of engagement with shareholders can be found within the Corporate Governance Report.
Employees:
Kore Potash 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 64 to 68. Further, the Group gives full and fair consideration to applications for employment irrespec-
tive of age, gender, colour, ethnicity, disability, nationality, religious beliefs or sexual orientation.
The Group maintains an open line of communication between its employees, senior management and the
Board of Directors. A whistle blower procedure is in place for employees to raise concerns anonymously.
Specifically, during the year the CEO 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 meet-
ings.
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.
Selected members of the Board periodically visit all parts of the business and interact with employees. With
the exception of the Chairman visit in November 2024 there were no such visits during 2024.
David Netherway, a NED, is the appointed designated director responsible for workplace engagement in
accordance with the 2018 Corporate Governance Code.
Contractors and Suppliers:
The Group has a prompt payment policy and seeks to ensure that all liabilities are settled within each sup-
plier’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 any grievance are
resolved to ensure they do not have a detrimental effect on the Group’s business and project timeline.
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 Group’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. During the year, the CEO meet face to face
with the villagers to update them on the Company’s progress.
30
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
DIRECTORS’ SECTION 172 STATEMENT (CONT)
Stakeholder Engagement (Cont)
The CEO and other relevant senior management have established good relationships with the official local
and country establishments including the Ministry of Mines and Geology and the Ministry of Environment
with whom regular contact and consultation is maintained. The Chairman and CEO meet with the Minister
of Mines and some of his cabinet on several occasions during the year. Ongoing discussions between the
Company and the various other Ministries has been maintained through written communications.
The Minister of Tourism and Environment of the RoC issued certificates on 31 March 2020 granting 25-year
approvals to the ESIAs for both the Dougou and the Kola Mining Licences. The proposed new position of
the Kola process plant resulting from the Optimisation Study creates a requirement to issue an addendum
to the ESIA. It is intended that work on this addendum will commence in the second half of 2025.
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 year in respect of the Kola Optimisation Study
is contained under the Summary of Key Developments within the Review of Operations and Strategic Report.
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
Competent Person Statement
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 esti-
mate 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 Pot-
ash 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 announce-
ment 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 Organi-
zation (RPO) included in a list that is posted on the ASX website from time to time.
The Ore Reserve Estimate for Sylvinite at DX 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.
31
REVIEW OF OPERATIONS AND STRATEGIC REPORT (CONT)
DIRECTORS’ SECTION 172 STATEMENT (CONT)
Competent Person Statement (Cont)
The Dougou Extension sylvinite Mineral Resource Estimate and Ore Reserve Estimate were reported in an
announcement titled “Updated Dougou Extension (DX) PFS and Production Target” on 24 January 2023. Dr.
Douglas F. Hambley, Ph.D., P.E., P.Eng., P.G of Agapito Associates Inc., for the Exploration Results and
Mineral Resources. Mr. Hambley is a licensed professional geologist in states of Illinois (Member 196-
000007) and Indiana (Member 2175), USA, and is an Honorary Registered Member (HRM) of the Society of
Mining, Metallurgy and Exploration, Inc. (SME, Member 1299100RM), a Recognized RPO included in a list
that is posted on the ASX website from time to time and Dr. Michael Hardy was the Competent Person for
the Ore Reserves, and he 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 infor-
mation 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”, “in-
tend,” “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 28 March
2025 and is signed on its behalf by:
_________________________________________________
Non-Executive Chairman
David Hathorn
28 March 2025
32
DIRECTORS’ REPORT
The Directors present their annual report on Kore Potash and the Group for the financial year ended 31
December 2024.
The Corporate Governance statement set out in pages 42 to 73 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
Non-Executive Chairman
Jonathan Trollip
Non-Executive Director
David Netherway
Non-Executive Director
Wouter Pulinx
Non-Executive Director
Amit Mehta
Non-Executive Director (Appointed with effect from 27 June 2024)
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 Group’s Kola Mining and Dougou Mining 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 2024 amounted to USD1,146,535 (31
December 2023: USD1,091,055).
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 (2023: nil).
Review of Operations and Strategic Report
Please refer to pages 9 to 31 of the Annual Report.
Significant Changes in State of Affairs
Board Changes
On 27 June 2024, Mr Amit Mehta was appointed as a non-executive director.
Other capital movements:
On 12 April 2024, the board granted options over 15,000,000 ordinary shares, exercisable at a price of 1p
per new ordinary share to Mr Andrey Maruta, Chief Financial Officer. The options vested on the same day
and are exercisable for a period of 3 years as long as Mr Maruta remains an employee of the Company.
On 15 April 2024, the board granted options over 20,000,000 ordinary shares, exercisable at a price of 1p
per new ordinary share to Mr J.M. André Baya, Chief Executive Officer. The options vested on the same day
and are exercisable for a period of 3 years, as long as Mr Baya remains an employee of the Company.
CDI Movement
During the year the number of CDIs quoted on the ASX increased by 10,605,470 as a result of transfers
between CDIs quoted on the ASX and ordinary shares quoted on AIM and the JSE.
33
DIRECTORS’ REPORT (CONT)
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 Review of Opera-
tions and Strategic Report.
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
Review of Operations and Strategic Report.
AGM
This report and financial statements will be presented to shareholders at the next AGM. The Notice of the
AGM will be distributed to shareholders together with the Annual Report.
Auditor
Following the appointment of BDO LLP as the Company auditor on 28 June 2019, a resolution to reappoint
BDO LLP as the Company auditor was proposed at the AGM and passed by the requisite majority. A reso-
lution 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,
•
forex 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, re-
tained 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.
34
DIRECTORS’ REPORT (CONT)
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. However, due to the 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, but health, safety and environ-
ment matters are reported on each month in management reporting to the Board and are part of each Board
meeting agenda. The Group provides training and support to employees and sets demanding standards for
workplace safety. The Group recorded no lost time injuries in 2024 and completed the year with a LTIFR of
nil (2023: 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 op-
erating conditions, suppliers are paid within 30 days of receipt of invoice.
Future Developments
The Group will continue its potash development activities of the Kola and the Dougou deposits.
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 mining licences in the
RoC. The Group’s operations are subject to environmental legislation in this jurisdiction in relation to its
exploration activities.
Unissued Shares under Options and Equity Warrants
Share options outstanding at the date of this report:
Exercise
Period
Exercise
Price
Number of
Options
Options expiring on or before 12 April 2027
GBP 0.01
15,000,000
Options expiring on or before 15 April 2027
GBP 0.01
20,000,000
Options expiring on or before 09 June 2027
GBP 0.022
9,000,000
44,000,000
The holders of these options do not have the right, by the virtue of the option, to participate in any share
issue or interest issue of the Company. There was no exercise of unlisted options during the year.
Performance Rights
Performance rights outstanding at the date of this report: None
Performance Rights converted into ordinary shares during the Period:
No Performance Rights were converted into fully paid ordinary shares within the period.
35
DIRECTORS’ REPORT (CONT)
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 com-
mittee 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 Op-
tions as at 31 December
2024
373,101,398 Fully Paid Ordinary Shares
9,000,000 Unlisted Options exercisable at GBP 0.022 each expiring 09
June 2027
Directorships held in other
listed entities
None
Former directorships of
listed companies in last
three years
None
Jonathan Trollip
Independent Non-Executive
Director
B.A (Hons) LLM, FAICD
Mr Trollip joined the Group in April 2016 and is a globally experienced di-
rector (both executive and non-executive) with over 30 years of commer-
cial, corporate, governance and legal and transactional expertise. He is
currently Non-Executive Chairman of ASX listed Slaude Global Value
Fund Ltd, Plato Income Maximiser Ltd and Spheria Emerging Companies
Ltd and a non-executive director of BCAL Diagnostics Limited. He also
holds various private company directorships in the commercial and not-for-
profit sectors.
Interest in Shares & Op-
tions as at 31 December
2024
7,276,296 Fully Paid Ordinary Shares
Directorships held in other
listed entities
Staude Global Value Fund Limited (from 20 March 2014)
Plato Income Maximiser Limited (from 20 February 2017)
Spheria Emerging Companies Limited (from 12 September 2017)
BCAL Diagnostics Limited (from 23 December 2020)
Former directorships of
listed companies in last
three years
Antipodes Global Investment Company Limited
Future Generation Investment Company Limited
Propel Funeral Partners Limited
36
DIRECTORS’ REPORT (CONT)
Wouter Pulinx
Non-Executive Director
Mr Pulinx serves as a legal counsel in the Belgian office of SQM, oversee-
ing legal operations of the commercial offices in the EMEAA region. He
has over 8 years of tax, compliance and legal experience. Mr Pulinx was
appointed to the board on 24 July 2023.
Interest in Shares & Op-
tions as at 31 December
2024
None
Directorships held in other
listed entities
None
Former directorships of
listed companies in last
three years
None
David Netherway
Independent Non-Executive
Director
B.Eng (Mining), CDipAF,
F.Aus.IMM, F.IoM3, C.E.
Mr Netherway joined the Group in December 2017 and is a mining engi-
neer with over 40 years of experience in the mining industry. He was in-
volved 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 So-
viet Union. Mr Netherway served as the CEO of Shield Mining until its take-
over by Gryphon Minerals. Prior to that, he was the CEO of Toronto listed
African 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, Semafo Inc and Elemental Altus
Royalties Corp. and is currently an independent non-executive Director of
TSX-V listed Silver47 Exploration Corp..
Interest in Shares & Op-
tions as at 31 December
2024
8,536,434 Fully Paid Ordinary Shares
Directorships held in other
listed entities
Silver47 Exploration Corp. (listed on TSX-V from 11 November 2024)
Former directorships of
listed companies in last
three years
Altus Strategies plc
Canyon Resources Ltd
Elemental Altus Royalties Corp
37
DIRECTORS’ REPORT (CONT)
Amit Mehta
Non-Executive Director
Mr Mehta is the Senior Manager in the Private Equity team at OIA. He
oversees the diversified investments strategy covering the Metals and Min-
ing investments, Renewables and Energy Transition sector. He has over
14 years of Private Equity and Investment Banking experience working
across the New York and Middle East regions. Mr Mehta was appointed to
the board with effect from 27 June 2024.
Interest in Shares & Op-
tions as at 31 December
2024
None
Directorships held in other
listed entities
None
Former directorships of
listed companies in last
three years
None
Joint Company Secretaries
Henko Vos
B.Compt, CA, ACIS, RCA
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 sec-
tors. Mr Vos is an employee of Nexia Perth, a mid-tier corporate advisory
and accounting practice.
St James’s Corporate Ser-
vices Limited
SJCS is operated by Jane Kirton (ACG). Ms Kirton has worked for SJCS
since its inception in June 1998 and its former parent company in excess
of 20 years.
Ms Kirton has over 25 years’ experience in the company secretarial envi-
ronment and qualified as a Chartered Secretary in 2007. Ms Kirton has
worked with most of the leading South African mining companies and as-
sisted on numerous corporate transactions involving acquisitions, reorgan-
isations and restructurings, rights offers and fund raisings. Ms Kirton is an
Associate of the Chartered Governance Institute UK & Ireland.
38
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.
Board Meetings
Audit and Risk
Committee
Meetings
Remuneration
and Nomination
Committee
Meetings (ii)
Health, Safety
and Environ-
ment Meetings
(iii)
David Hathorn
10/10
2/2
-
-
Jonathan Trollip
10/10
2/2
-
-
David Netherway
8/10
1/2
-
-
Wouter Pulinx
9/10
-
-
-
Amit Mehta (i)
9/10
-
-
-
(i)
Three meetings attended as a board observer prior to appointment as a director on 27 June 2024.
(ii)
No formal remuneration and nomination committee meeting was held during the year as commit-
tee members agreed in discussion to defer remuneration until after the Kola Project financing
proposal has been received. However, matters were resolved by Written Resolution of the com-
mittee members.
(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 En-
vironment 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. As such, David Hathorn
did not participate in any discussions regarding his participation in Company fundraises.
Directors’ Service Contracts
Each NED has a letter of appointment for an initial term of six years after which the re-election will be subject
to a review to ensure the Board remains progressive. The appointment of the NED may be terminated by
the Company giving one month notice, by the NED by immediate notice and also in accordance with the
Company’s articles of association.
Indemnifying Officers and Directors and Officers Liability Insurance
The Company indemnifies all directors of the Company named in this report and current and former execu-
tive officers of the Company and its controlled entities against all liabilities to persons (other than the Com-
pany or the related body corporate) which arise out of the performance of their normal duties as director or
executive officer unless the liability relates to conduct involving bad faith. The company also has a policy to
indemnify the directors and executive officers against all costs and expenses incurred in defending an action
that falls within the scope of the indemnity and any resulting payments.
During the year, the Company has paid a premium in respect of directors’ and executive officers’ insurance.
The contract contains a prohibition of disclosure of the amount of the premium and the nature of the liabilities
under the policy.
39
DIRECTORS’ REPORT (CONT)
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 secu-
rities. 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.
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 auditor
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 auditor
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
The 31 December 2024 full-year report has been prepared on a going concern basis that contemplates the
continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the
ordinary course of business.
In performing their assessment of the Group and Company’s ability to continue as a going concern, the
Directors have prepared a cash flow forecast for the period ending 31 March 2026, which indicates that
under current conditions, the Group and Company will become cash negative in November 2025 and will
remain in this position until the end of the forecast period.
Summit Consortium is targeting to deliver a non-binding financing term sheet by the end of March 2025.
If a non-binding financial term sheet is not received by the end of October 2025 then the Group and Company
are unlikely to be able to seek alternative financing partners before current cash reserves are utilised and
will not be able to generate sufficient cash to fund its normal business activities, as projected in the cash flow
forecast.
Even if the Group is successful in receiving a non-binding financial term sheet, it will still need to raise a
c.USD 7.5million to be able to continue to meet it ongoing working capital requirements and to pay its liabil-
ities as they fall due.
40
DIRECTORS’ REPORT (CONT)
Going Concern (CONT)
This includes an amount of USD2.2 million of total USD3 million which would be payable to PowerChina
under the terms of the revised agreement with SEPCO, dated 07 August 2023.
Of the above USD3 million, USD800,000 will be payable in Q2 2025 and USD2.2 million is to be paid no
later than 12 months after the signing of the EPC. The EPC contract for the Kola Project with PowerChina
was signed in Brazzaville in the presence of the RoC Minister of Mines and Geology on 19 November 2024.
The Group is reliant on the Summit Consortium preparing a funding proposal. Summit Consortium is
targeting to deliver a non-binding financing term sheet by the end of March 2025.
The ability of the Group and Company to continue as a going concern is dependent on the successful receipt
of a non-binding financing term sheet from Summit Consortium within the timeframes planned and on the
ability of the Group and Company to raise the necessary funds to meet its working capital requirements as
established in the cash flow forecast. At the date of signing these financial statements, there is no guarantee
that a non-binding financing term sheet will be received by the end of March 2025, or within the necessary
timeframe, nor that the funding to meet the Group’s and Company’s obligations will be secured. These con-
ditions indicate the existence of a material uncertainty which may cast significant doubt about the ability of
the Group and Company 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 statements do not include adjustments relating to the recoverability and classification of rec-
orded asset amounts, or to the amounts and classification of liabilities, that might be necessary should the
Group not continue as a going concern.
The Group and Company are undertaking several activities to raise funds to fund its current and ongoing
commitments and to raise funds for the planned commitments should a non-binding financing term sheet
from Summit Consortium be received. This fundraising is in addition to the cash balance at 19 March 2025
of c.USD0.6 million.
On 27 March 2025 the Company raised gross USD10.1 million through the issue of 455,734,110 new Ordi-
nary Shares in the Company. On 21 March 2025 the Company also announced that it is the intention of
David Hathorn, Chairman, to subscribe for new ordinary shares of the Company for a consideration of
USD500,000 as soon as practicable following publication of the 2024 Annual Report and on the same terms
as the USD10.1 million fundraise and subject to obtaining shareholder approval at a general meeting of the
Company. As at 28 March 2025 the Company had received the gross total USD10.1 million .
The Directors note the Group has a history of successfully raising capital on the AIM and JSE, and in the
past on the ASX. Having reviewed the Group's overall position and outlook in respect of the matters identified
above, the Directors 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.
In addition, the Directors believe that a non-binding financing term sheet from Summit Consortium will be
received within the timeframes planned. Accordingly, the Directors believe 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 to have sufficient funds to continue the work to finalise the Kola Project
Financing Proposal for the complete construction of Kola.
41
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 are required to prepare the Group and Company financial statements in accordance with UK
adopted international accounting standards. 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.
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 UK adopted international accounting standards subject
to any material departures disclosed and explained in the financial statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and ex-
plain 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.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available
on a website. Financial statements are published on the company's website in accordance with legislation
in the United Kingdom governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the company's website is the respon-
sibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Responsibility statement
We confirm that to the best of our knowledge:
•
the financial statements, prepared in accordance with UK adopted international accounting standards
give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and
the Group;
•
the review of operations and strategic report includes a fair review of the development and performance
of the business and the financial position of the Company and the Group, 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 28
March 2025 and is signed on its behalf by:
____________________________
Non-Executive Chairman
David Hathorn
28 March 2025
42
CORPORATE GOVERNANCE REPORT
INTRODUCTION
The Board is committed to the principles of good corporate governance and to maintaining the highest stand-
ards 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 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 five NEDs.
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 compli-
ance with the Bribery Act 2010 and Australian and South African laws governing anti-bribery and anti-cor-
ruption.
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
The Board recognizes the value and importance of maintaining the highest standards of corporate govern-
ance 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 de-
sired culture.
C. The board should ensure that the necessary resources are in place for the company to meet its objec-
tives 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 val-
ues and support its long-term sustainable success. The workforce should be able to raise any matters
of concern.
43
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 an-
nual report how opportunities and risks to the
future success of the business have been con-
sidered and addressed, the sustainability of the
company’s business model and how its govern-
ance contributes to the delivery of its strategy.
The Company’s strategy remains to develop a
cash generative potash project in the RoC. Fi-
nancing project development relies on the ongo-
ing support of existing shareholders and ability
to attract new equity finance.
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 strat-
egy, it should seek assurance that manage-
ment 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.
Kore Potash had 21 employees at the end of
the reporting period. In normal circumstances
members of the Board periodically visit all parts
of the business and interact with employees.
During the year the CEO has held monthly
video meetings with key employees where open
questioning and sharing of concerns was en-
couraged.
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 ac-
tion management have committed to in order to
resolve issues.
From time to time each employee’s perfor-
mance is reviewed annually and employee de-
velopment planning within the Congolese work-
force are being developed.
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 en-
gagement with shareholders on significant mat-
ters 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.
The Group’s communication strategy requires
communication with shareholders and stake-
holders in an open, regular and timely manner.
The Company’s two largest shareholders, OIA
and SQM, are represented on the Board by ap-
pointment as a NED. 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.
Shareholders were able to attend the AGM via a
dial-in facility to listen to business of the meeting
via a webcast and shareholders were also af-
forded the opportunity to submit questions to the
Board in advance of the AGM by e-mail.
44
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 in-
tends to take to consult shareholders in order
to understand the reasons behind the result. An
update on the views received from sharehold-
ers 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.
At the Company’s AGM held on 6 June 2024, all
resolutions were passed on a poll by more than
86% of the votes cast.
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 discus-
sions 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 ar-
rangements are in place and why it considers
that they are effective.
Refer to the section 172 Statement.
In addition, David Netherway is the appointed
designated NED responsible for workplace en-
gagement.
6. There should be a means for the workforce to
raise concerns in confidence and – if they wish
– anonymously. The board should routinely re-
view this and the reports arising from its opera-
tion. It should ensure that arrangements are in
place for the proportionate and independent in-
vestigation of such matters and for follow-up
action.
The CEO holds weekly virtual meetings with all
employees where open questioning and sharing
of concerns is encouraged.
In addition, a confidential Whistleblowing Policy
is in force which allows employees to raise sus-
pected breaches of the 2018 UK Code of Con-
duct with designated management. No em-
ployee will be disadvantaged or prejudiced in
the event that a suspected breach is reported in
good faith.
The Board, through the Audit and Risk Commit-
tee, is informed of material incidents reported.
45
CORPORATE GOVERNANCE REPORT (CONT)
BOARD LEADERSHIP AND COMPANY PURPOSE (CONT)
Provisions
7.
The board should take action to identify and
manage conflicts of interest, including those re-
sulting from significant shareholdings, and en-
sure that the influence of third parties does not
compromise or override independent judge-
ment.
Investment agreements are in place with the
two major shareholders, who have a repre-
sentative on the Board and which address influ-
ence and conflicts of interest. In addition, a reg-
ister of directors’ interests is maintained and up-
dated as required. The Board has formal proce-
dures to deal with Directors’ conflicts of inter-
ests. In any instance where a transactional con-
flict of interest is identified, the Director con-
cerned would not take part in in the discussion
or determination of any matter in respect of
which they had a disclosed transactional conflict
of interest.
8.
Where directors have concerns about the oper-
ation of the board or the management of the
company that cannot be resolved, their con-
cerns should be recorded in the board minutes.
On resignation, a non-executive director should
provide a written statement to the chair, for cir-
culation to the board, if they have any such
concerns.
All directors have the opportunity at Board
meetings to raise concerns on any issues in-
cluding the operation of the board or the man-
agement of the company and give their inde-
pendent 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 Chair-
man’s internal evaluation, the results of which
are disclosed in the minutes of the Board meet-
ing at which the evaluations are discussed.
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 ac-
count.
I. The board, supported by the company secretary, should ensure that it has the policies, processes, infor-
mation, time and resources it needs in order to function effectively and efficiently.
46
CORPORATE GOVERNANCE REPORT (CONT)
DIVISION OF RESPONSIBILITIES (CONT)
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 exec-
utive should not be exercised by the same individ-
ual. A chief executive should not become chair of
the same company. If, exceptionally, this is pro-
posed 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.
David Hathorn was considered independent on
appointment. Subsequent to the appointment,
Mr Hathorn’s shareholding has significantly in-
creased to him now being a substantial share-
holder of the Company. Following the resigna-
tion of the CEO on 31 October 2023, he also as-
sumed the role of interim CEO until the appoint-
ment of J.M. André Baya on 15 April 2024.
The Company sets out the matters that are re-
served for the Board on its website.
10. The board should identify in the annual report
each non-executive director it considers to be in-
dependent. Circumstances which are likely to im-
pair, or could appear to impair, a non-executive di-
rector’s independence include, but are not limited
to, whether a director:
•
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 com-
pany, either directly or as a partner, share-
holder, director or senior employee of a body
that has such a relationship with the company;
•
has received or receives additional remunera-
tion 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 through involvement
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
Where any of these or other relevant circum-
stances apply, and the board nonetheless consid-
ers that the non-executive director is independent,
a clear explanation should be provided.
The Board considers David Netherway and Jon-
athan 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 ex-
ecutives.
Given the small quantum of shares held by each
independent NED the Board is of the view that
these do not affect their independent judgement.
47
CORPORATE GOVERNANCE REPORT (CONT)
DIVISION OF RESPONSIBILITIES (CONT)
Provisions
11. At least half the board, excluding the chair, should
be non-executive directors whom the board con-
siders to be independent.
During the year the Board consisted of the Non-
Executive Chairman and interim CEO (until 15
April 2024) two NEDs and two independent
NEDs. During the course of the year, one NED
was appointed. During the year less than half
the Board, excluding the Non-Executive Chair-
man, were NEDs considered to be independent.
Following the resignation of the CEO on 31 Oc-
tober 2023, the Non-Executive Chairman as-
sumed the role of interim CEO until the appoint-
ment of J.M. André Baya on 15 April 2024.
12. The board should appoint one of the independent
non-executive directors to be the senior independ-
ent director to provide a sounding board for the
chair and serve as an intermediary for the other di-
rectors and shareholders. Led by the senior inde-
pendent director, the non-executive directors
should meet without the chair present at least an-
nually to appraise the chair’s performance, and on
other occasions as necessary.
David Netherway is the Senior Independent
NED. During the annual Directors survey discus-
sion at a Board meeting, each Director was
given an opportunity to provide open and honest
feedback on the Chairman’s performance and
no concerns were raised. Mr Netherway was
also available to the directors and shareholders
to discuss any matters and in particular the per-
formance of the Chairman.
13. Non-executive directors have a prime role in ap-
pointing and removing executive directors. Non-
executive directors should scrutinise and hold to
account the performance of management and indi-
vidual executive directors against agreed perfor-
mance objectives. The chair should hold meetings
with the non-executive directors without the exec-
utive directors present.
In terms of the Company’s Articles of Associa-
tion, 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 bodies
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 inde-
pendent NEDs, identify and recommend to the
Board candidates to become new Directors to fill
casual vacancies as and when they arise. Fur-
ther, the Committee gives appropriate consider-
ation to succession planning for directors, in-
cluding executive directors.
The Committee also reviews and recommends
an appropriate remuneration policy for execu-
tives and considers the performance of any ex-
ecutive director against his performance objec-
tives when considering the executive director’s
annual remuneration review.
48
CORPORATE GOVERNANCE REPORT (CONT)
DIVISION OF RESPONSIBILITIES (CONT)
Provisions
14. The responsibilities of the chair, chief execu-
tive, senior independent director, board and
committees should be clear, set out in writing,
agreed by the board and made publicly availa-
ble. The annual report should set out the num-
ber of meetings of the board and its commit-
tees, and the individual attendance by direc-
tors.
As mentioned in Provision 9. above, the re-
sponsibilities of the Non-Executive Chairman
and the CEO are clearly defined in writing Each
NED, including the Senior Independent NED,
has a Letter of Appointment in place to ensure
they clearly understand the requirements of
their role.
Details of executive directors’ service contracts
and the Chairman’s and NEDs’ appointment let-
ters are provided within the Directors Report,
copies of all of which are also available for in-
spection by request at the Company’s regis-
tered office during normal business hours and
at the AGM.
The number of meetings of the Board and its
committees and the individual attendance by di-
rectors is set out within the Directors Report.
15. When making new appointments, the board
should take into account other demands on di-
rectors’ time. Prior to appointment, significant
commitments should be disclosed with an indi-
cation of the time involved. Additional external
appointments should not be undertaken with-
out prior approval of the board, with the rea-
sons for permitting significant appointments ex-
plained in the annual report. Full-time execu-
tive directors should not take on more than one
non-executive directorship in a FTSE 100 com-
pany or other significant appointment.
Directors are required to disclose prior appoint-
ments and other significant commitments and
are required to inform the Board of any changes
or additional commitments in a timely manner.
Details of the external appointments can be
found on pages 35 to 37. Before accepting new
appointments, 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 Director’s commit-
ment and time spent with the Group in their ex-
isting appointment.
16 All directors should have access to the advice
of the company secretary, who is responsible
for advising the board on all governance mat-
ters. Both the appointment and removal of the
company secretary should be a matter for the
whole board.
All directors have access to the advice and ser-
vices of the joint company secretaries and each
director, and each Board committee member
may obtain independent professional advice at
the Company’s expense, subject to prior notifi-
cation to the other NEDs and the joint company
secretaries. The joint company secretaries are
accountable directly to the Board through the
Chairman. The Company currently has two joint
company secretaries, one based in London,
and one based in Australia. Both the appoint-
ment and removal of the company secretary is
a matter for the whole Board.
49
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. Consid-
eration should be given to the length of service of the board as a whole and membership regularly re-
freshed.
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 com-
mittee to lead the process for appointments,
ensure plans are in place for orderly succes-
sion to both the board and senior management
positions, and oversee the development of a di-
verse pipeline for succession. A majority of
members of the committee should be inde-
pendent non-executive directors. The chair of
the board should not chair the committee when
it is dealing with the appointment of their suc-
cessor.
The Remuneration and Nomination Committee is
comprised of Jonathan Trollip, as Chairman to-
gether with David Hathorn and David Netherway.
The Remuneration and Nomination Committee Re-
port is on pages 64 to 70 and details how the Com-
pany has complied with the relevant sections of the
UK 2018 Code or explains the reasons for any ar-
eas of non-compliance. All newly appointed direc-
tors are provided with a legal update on directors’
duties and subject to practical considerations re-
sponsibilities and one-on-one meetings with mem-
bers of the senior management team are under-
taken.
18. All directors should be subject to annual re-
election. The board should set out in the pa-
pers 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 suc-
cess.
All directors are subject to annual re-election.
Shareholders are provided with all material infor-
mation in the notice of meetings to assist in inform-
ing the decision on whether or not to elect or re-
elect a director as well as reasons why their contri-
bution 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 appoint-
ment to the board. To facilitate effective suc-
cession planning and the development of a di-
verse 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.
David Hathorn has been the Non-Executive Chair-
man for approximately eight and a half years, hav-
ing been appointed a Director and Non-Executive
Chairman on 25 August 2017.
20. Open advertising and/or an external search
consultancy should generally be used for the
appointment of the chair and non-executive di-
rectors. If an external search consultancy is en-
gaged, it should be identified in the annual re-
port alongside a statement about any other
connection it has with the company or individ-
ual directors.
No such appointments were made during the year.
50
CORPORATE GOVERNANCE REPORT (CONT)
COMPOSITION, SUCCESSION AND EVALUATION (CONT)
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 ex-
ternally 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 state-
ment made about any other connection it has
with the company or individual directors.
During the year the Company undertook an annual
evaluation of the Board and its committees. In addi-
tion, an appraisal of the Non-Executive Chairman
and CEOs performance was led by David Nether-
way as the Senior Independent Non-Executive Di-
rector.
The annual evaluation was conducted by SJCS who
provide company secretarial services.
22. The chair should act on the results of the evalu-
ation by recognising the strengths and address-
ing any weaknesses of the board. Each director
should engage with the process and take appro-
priate action when development needs have
been identified.
Each director of the Company at the time partici-
pated in the Board and Committee evaluations, as
applicable, the results of which were discussed at a
Board meeting attended by all directors. No signifi-
cant areas of development were identified that re-
quired appropriate action to be taken.
23. The annual report should describe the work of
the 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 objec-
tives and linkage to company strategy, how it
has been implemented and progress on achiev-
ing the objectives; and
• the gender balance of those in the senior man-
agement and their direct reports.
The Remuneration and Nomination Committee Re-
port on pages 64 to 70 sets out, inter alia, the objec-
tives of the Committee, the processes that are used
in relation to appointments, its approach to succes-
sion 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.
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 de-
termine the nature and extent of the principal risks the company is willing to take in order to achieve its
long-term strategic objectives.
51
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT, RISK AND INTERNAL CONTROL (CONT)
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 sat-
isfy itself that at least one member has recent
and relevant financial experience. The commit-
tee as a whole shall have competence relevant
to the sector in which the company operates.
The Audit and Risk Committee comprised of
three members during the period, David Nether-
way and Jonathan Trollip both of whom are inde-
pendent NEDs and David Hathorn who was ap-
pointed as a temporary member of the Commit-
tee on 13 August 2024 to be able to attend com-
mittee meetings as and when required. David
Netherway is considered by the Board to have
recent and relevant financial experience.
Due to the current size and stage of development
of the Company’s projects it is considered appro-
priate to have two Independent NEDs members.
This matter is kept under review and the appoint-
ment of a further independent NED will be con-
sidered when deemed appropriate.
25. The main roles and responsibilities of the audit
committee should include:
•
monitoring the integrity of the financial
statements of the company and any formal
announcements relating to the company’s
financial performance, and reviewing signif-
icant financial reporting judgements con-
tained in them;
•
providing advice (where requested by the
board) on whether the annual report and ac-
counts, taken as a whole, is fair, balanced
and understandable, and provides the infor-
mation necessary for shareholders to as-
sess the company’s position and perfor-
mance, business model and strategy;
•
reviewing the company’s internal financial
controls and internal control and risk man-
agement systems, unless expressly ad-
dressed by a separate board risk committee
composed of independent non-executive
directors, or by the board itself;
•
monitoring and reviewing the effectiveness
of the company’s internal audit function or,
where there is not one, considering annu-
ally whether there is a need for one and
making a recommendation to the board;
•
conducting the tender process and making
recommendations to the board, about the
appointment, reappointment and removal of
the external auditor, and approving the re-
muneration and terms of engagement of the
external auditor;
•
reviewing and monitoring the external audi-
tor’s independence and objectivity;
The main roles and responsibilities of the Com-
mittee are set out in its Terms of Reference, a
copy of which can be found on the Company’s
website. The Terms of Reference specifically
cover the requirements of the UK 2018 Code.
52
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT, RISK AND INTERNAL CONTROL (CONT)
25. •
reviewing the effectiveness of the external
audit process, taking into consideration rel-
evant UK professional and regulatory re-
quirements;
•
developing and implementing policy on the
engagement of the external auditor to sup-
ply non-audit services, ensuring there is
prior approval of non-audit services, consid-
ering the impact this may have on inde-
pendence, taking into account the relevant
regulations and ethical guidance in this re-
gard, and reporting to the board on any im-
provement or action required; and
reporting to the board on how it has
discharged its responsibilities.
26.
The annual report should describe the work
of the audit committee, including:
o the significant issues that the audit com-
mittee considered relating to the finan-
cial 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 ap-
proach taken to the appointment or re-
appointment of the external auditor, in-
formation on the length of tenure of the
current audit firm, when a tender was
last conducted and advance notice of
any retendering plans;
o in the case of a board not accepting the
audit committee’s recommendation on
the external auditor appointment, reap-
pointment or removal, a statement from
the audit committee explaining its rec-
ommendation and the reasons why the
board has taken a different position (this
should also be supplied in any papers
recommending appointment or reap-
pointment);
o where there is no internal audit function,
an explanation for the absence, how in-
ternal assurance is achieved, and how
this affects the work of external audit;
and
o an explanation of how auditor independ-
ence and objectivity are safeguarded, if
the external auditor provides non-audit
services.
Details of the work of the Committee during the
year are set out in the Audit and Risk Committee
Report on pages 59 to 61.
53
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT, RISK AND INTERNAL CONTROL (CONT)
27.
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 ac-
counts, taken as a whole, is fair, balanced
and understandable, and provides the infor-
mation necessary for shareholders to as-
sess the company’s position, performance,
business model and strategy.
The Directors’ Responsibility Statement is set
out on page 41.
28.
The board should carry out a robust assess-
ment of the company’s emerging and prin-
cipal risks. The board should confirm in the
annual report that it has completed this as-
sessment, including a description of its prin-
cipal risks, what procedures are in place to
identify emerging risks, and an explanation
of how these are being managed or miti-
gated.
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 set out on
pages 9 to 31.
Factors beyond the Company’s control, including
pandemic diseases such as COVID-19 (corona-
virus) and the Russian/Ukraine conflict impact on
macro-economics 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.
The risk in relation to Climate Change has been
addressed in the Review of Operations and Stra-
tegic Report under the section headed climate
change.
54
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT, RISK AND INTERNAL CONTROL (CONT)
29. The board should monitor the company’s risk
management and internal control systems and,
at least annually, carry out a review of their ef-
fectiveness and report on that review in the an-
nual report. The monitoring and review should
cover all material controls, including financial,
operational and compliance controls.
Kore Potash has a Risk Matrix which is reviewed
by the Audit and Risk Committee twice a year to
ensure the controls are appropriate and in place
with an open question and answer session with
management to ensure the controls are appro-
priate and new risks identified are updated and
appropriate controls put in place.
The Board monitor risk management and inter-
nal control through managements reporting on a
monthly basis which identifies new risks and ap-
propriate controls and any breach of the internal
controls. Breaches of the company internal con-
trols are investigated with appropriate actions
put in place to ensure the matter doesn’t reoccur.
The statement also confirms the integrity of the
Group’s financial statements and that they are
founded on a sound system of risk management,
internal compliance and controls which are im-
plemented in accordance with the policies ap-
proved by the Board, and that the Group’s risk
management and internal compliance and con-
trol systems, to the extent they relate to financial
reporting, are operating efficiently and effectively
in all material respects.
The Board considers the Company’s risk man-
agement and internal control systems to be
sound and effective.
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 pre-
sent a true and fair view, in all material respects,
and that the Group’s financial condition and op-
erational results have been prepared in accord-
ance with the relevant accounting standards.
The Board has considered that preparing the fi-
nancial statements on a going concern basis is
appropriate and that material uncertainty exists
as set out within the Directors Report on pages
39 to 40.
55
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT, RISK AND INTERNAL CONTROL (CONT)
31. Taking account of the company’s current posi-
tion and principal risks, the board should ex-
plain 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 opera-
tion and meet its liabilities as they fall due over
the period of their assessment, drawing atten-
tion to any qualifications or assumptions as nec-
essary.
The Board has carried out a robust assessment
of the Company’s viability, emerging and princi-
pal risks and going concern details of which are
set out within the Review of Operations and Stra-
tegic Report set out on pages 9 to 31.
REMUNERATION
Principles
P. Remuneration policies and practices should be designed to support strategy and promote long-term sus-
tainable 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 out-
comes, taking account of company and individual performance, and wider circumstances.
Provisions
32. The board should establish a remuneration
committee of independent non-executive direc-
tors, with a minimum membership of three, or
in the case of smaller companies, two. In addi-
tion, the chair of the board can only be a mem-
ber if they were independent on appointment
and cannot chair the committee. Before ap-
pointment as chair of the remuneration commit-
tee, the appointee should have served on a re-
muneration committee for at least 12 months.
The Remuneration and Nomination Committee is
comprised of Jonathan Trollip, as Chairman, to-
gether with David Netherway and David Hathorn,
who was considered independent on his appoint-
ment as a Director and Chairman of the Board.
Jonathan Trollip has had relevant experience of
listed company directorships and senior execu-
tive remuneration in his former capacity as chair-
man of ASX listed Spicers Limited and as NED
of ASX listed BCAL Diagnostics Limited, Plato In-
come Maximiser Limited and Global Value Fund
Limited.
33. The remuneration committee should have del-
egated responsibility for determining the policy
for executive director remuneration and setting
remuneration for the chair, executive directors
and senior management. It should review work-
force remuneration and related policies and the
alignment of incentives and rewards with cul-
ture, taking these into account when setting the
policy for executive director remuneration.
The main roles and responsibilities of the Com-
mittee are set out in its Terms of Reference, a
copy of which can be found on the Company’s
website. The Terms of Reference specifically
cover the requirements of the UK 2018 Code.
56
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION (CONT)
34. The remuneration of non-executive direc-
tors should be determined in accordance
with the Articles of Association or, alterna-
tively, by the board. Levels of remuneration
for the chair and all non-executive directors
should reflect the time commitment and re-
sponsibilities of the role. Remuneration for
all non-executive directors should not in-
clude share options or other performance-
related elements.
The remuneration of NEDs is determined by the Board,
taking cognisance of the Company’s Articles of Associ-
ation and their time 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 re-
quired for those roles. No increase in NEDs’ remunera-
tion was made during the year.
35. Where a remuneration consultant is ap-
pointed, this should be the responsibility of
the remuneration committee. The consult-
ant should be identified in the annual report
alongside a statement about any other
connection it has with the company or indi-
vidual directors. Independent judgement
should be exercised when evaluating the
advice of external third parties and when
receiving views from executive directors
and senior management.
An external remuneration consultant is appointed as
and when required to advise the Committee. However,
no such appointment was required during the year.
36. Remuneration schemes should promote
long-term shareholdings by executive di-
rectors that support alignment with long-
term shareholder interests. Share awards
granted for this purpose should be re-
leased for sale on a phased basis and be
subject to a total vesting and holding pe-
riod of five years or more. The remunera-
tion committee should develop a formal
policy for post-employment shareholding
requirements encompassing both un-
vested and vested shares.
Mr Hathorn was acting as interim CEO since
Mr Sampson’s resignation on 31 October
2023 until 15 April 2024. There were no ex-
ecutive directors on the board since 15 April
2024.
37. Remuneration
schemes
and
policies
should enable the use of discretion to over-
ride formulaic outcomes. They should also
include provisions that would enable the
company to recover and/or withhold sums
or share awards and specify the circum-
stances in which it would be appropriate to
do so.
Details of the Company’s remuneration
scheme and policies are set out within the
Remuneration Report.
38. Only basic salary should be pensionable.
The pension contribution rates for execu-
tive directors, or payments in lieu, should
be aligned with those available to the work-
force. The pension consequences and as-
sociated costs of basic salary increases
and any other changes in pensionable re-
muneration, or contribution rates, particu-
larly for directors close to retirement,
should be carefully considered when com-
pared with workforce arrangements.
Details of the pension arrangements, includ-
ing contribution rates, for the CEO are set
within the Remuneration Report.
57
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION (CONT)
39. Notice or contract periods should be one
year or less. If it is necessary to offer longer
periods to new directors recruited from out-
side the company, such periods should re-
duce to one year or less after the initial pe-
riod. The remuneration committee should
ensure compensation commitments in di-
rectors’ terms of appointment do not re-
ward poor performance. They should be ro-
bust 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 one month notice.
Each NED has a letter of appointment for an initial term
of six 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 NED
may be terminated by the Company giving one month
notice, by the NED by immediate notice and also in ac-
cordance with the Company’s Articles of Association.
40. When determining executive director remu-
neration policy and practices, the remuner-
ation committee should address the follow-
ing:
•
clarity – remuneration arrangements
should be transparent and promote ef-
fective engagement with shareholders
and the workforce;
•
simplicity – remuneration structures
should avoid complexity and their ra-
tionale and operation should be easy to
understand;
•
risk – remuneration arrangements
should ensure reputational and other
risks from excessive rewards, and be-
havioural risks that can arise from tar-
get-based incentive plans, are identi-
fied 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 indi-
vidual awards, the delivery of strategy
and the long-term performance of the
company should be clear. Outcomes
should not reward poor performance;
and
•
alignment
to
culture
–
incentive
schemes should drive behaviours con-
sistent with company purpose, values
and strategy.
Mr Hathorn was acting as interim CEO since Mr
Sampson’s resignation on 31 October 2023 until 15 April
2024.
58
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION (CONT)
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 appropri-
ate using internal and external measures,
including pay ratios and pay gaps;
•
a description, with examples, of how the re-
muneration committee has addressed the
factors in Provision 40;
•
whether the remuneration policy operated
as intended in terms of company perfor-
mance 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 remu-
neration aligns with wider company pay
policy; and
•
what engagement with the workforce has
taken place to explain how executive remu-
neration aligns with wider company pay
policy; and to what extent discretion has
been applied to remuneration outcomes
and the reasons why.
The Remuneration and Nomination Report on
pages 64 to 70 sets out, inter alia the objectives
of the Committee and a description of the work
carried out during the year.
59
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee (“the Committee”) comprises comprised of three members during the period,
David Netherway and Jonathan Trollip both of whom are independent NEDs and David Hathorn who was
appointed as a temporary member of the committee to be able to attend committee meetings as and when
required. David Netherway, who is the chairman of the committee, 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, includ-
ing reviewing the Group’s annual and half year financial statements, accounting policies, key judgments and
estimates taken 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 considered items of significant importance in relation to the statements for the year. These
included:
•
Carrying value of the Exploration and Evaluation assets which it reviewed the compliance with
IFRS6 and whether impairment triggers have occurred. The Committee determined that no triggers
or circumstances had occurred that would impair the asset, and the external audit verified this as-
sessment and therefore, no adjustment was made to the carrying value.
•
Going Concern was reviewed by assessing the Cash forecast for the group and considering the
impact of market conditions. The committee concluded the cash forecast was appropriate though
the company has insufficient funding beyond October 2025. The committee considers the mitigating
actions to be appropriate and the disclosure of material uncertainty in Note 1(b) to the financial
statements to be appropriately reflected and the external audit verified this assessment.
60
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT AND RISK COMMITTEE (CONT)
In considering the appropriateness of the audit the Committee reviews the scope for each engagement and
highlights any areas of concern to be specifically addressed. The Committee meet with the external auditors
at the conclusion of the engagement to discuss the outcomes of the audit with an open question and answer
session for the Committee to assess the effectiveness of the audit and any area identified for improvement.
When appointing or reappointing the external audit firm the company takes into consideration the appropri-
ateness of the firm in comparison to the companies’ size and operations, the number of partners available
for rotation, the firms understanding of the exchanges and compliance regulations for these exchanges and
other service the firm provides to the Group.
The current external auditors BDO LLP have been in place for six years. They were appointed in 2019
through a tender process.
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 inte-
grated within business planning and management activities.
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 effec-
tiveness 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 Committee, the Board will be respon-
sible 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 24 to 28 of the Annual Report.
61
CORPORATE GOVERNANCE REPORT (CONT)
AUDIT AND RISK COMMITTEE (CONT)
During the year, the Committee reviewed the planning of the 2024 Annual Report including consideration of
the financial statements and going concern, impairment assessment of the exploration and evaluation as-
sets, 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 auditor with effect from 28 June 2019, a resolution
to reappoint BDO LLP as auditor was proposed and passed by the requisite majority at the AGM held on 6
June 2024. A resolution will be proposed at this year’s AGM to reappoint BDO LLP 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 inde-
pendence 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 2025. Based
on this review, the Committee was satisfied with the effectiveness of the audit for the year ended 31 Decem-
ber 2024.
REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee (“the Committee”) has three members, two of whom are
independent NEDs, 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 comparable; and
•
adhere to the principle that no director or senior executive shall be involved in any decisions as to their
own remuneration.
Due to time zone differences between the countries where members of the committee reside made it difficult
to arrange virtual meetings. Accordingly, all matters that were required to be dealt with by the committee
were handled by way of bilateral and multilateral discussions among Committee members and other direc-
tors as co-ordinated by the Chairman, and decisions of the Committee were effected by written resolution.
62
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION AND NOMINATION COMMITTEE (CONT)
Other than for directors who are nominated by a major shareholder in accordance with the relevant invest-
ment agreement between the Company and the relevant shareholder, 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 appropri-
ate 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 was 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 five years from award. Following the achievement of these project mile-
stones 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 satisfac-
tion 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.
Given the Group's size, early stage of development and relatively small number of employees, 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.
2024
2023
Diversity
Female
%
Male %
Total Num-
ber
Female %
Male %
Total Num-
ber
Board
0.0
100.0
5
0.0
100.0
5
Senior Executives
0.0
100.0
2
0.0
100.0
1
All Employees
49.4
50.6
21
49.4
50.6
21
Senior Executives include the CEO and CFO.
63
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION AND NOMINATION COMMITTEE (CONT)
Directors’ Remuneration and Share Option Schemes (CONT)
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 selec-
tion 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 op-
erations;
•
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 con-
tributions 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 Executives’ 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
comprised David Hathorn and J.M. Andé Baya (CEO) 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 environ-
mental 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.
64
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT
This Remuneration Report sets out information about the remuneration of Kore Potash’s KMP for the finan-
cial year ended 31 December 2024. The term ‘KMP’ refers to those persons having authority and responsi-
bility 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 2024 were:
Non-Executive Directors
David Hathorn
Non-Executive Chairman (appointed on 25 August 2017) & Interim Chief
Executive Officer (appointed on 31 October 2023 – 15 April 2024)
Jonathan Trollip
Independent Non-Executive Director (appointed on 17 November 2017)
David Netherway
Independent Non-Executive Director (appointed on 12 December 2017)
Mr Wouter Pulinx
Non-Executive Director (Appointment effect from 24 July 2023)
Mr Amit Mehta
Non-Executive Director (Appointment effect from 27 June 2024)
Executives
Henko Vos
Joint Company Secretary (appointed on 7 November 2017)
SJCS
Joint Company Secretary (appointed on 1 October 2018)
Andrey Maruta
Chief Financial Officer (appointed on 11 December 2023)
J.M. André Baya
Chief Executive Office (appointed on 15 April 2024)
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 Remuner-
ation 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 exec-
utives, was developed by the Board. All executives receive a base salary and superannuation, where appli-
cable. 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 indus-
tries.
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.
65
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT (CONT)
Remuneration Policy (Cont)
The Board policy is to remunerate NEDs at market rates for comparable companies for time, commitment
and responsibilities. The Board determines payments to the NEDs and reviews their remuneration annually,
based on market practice, duties and accountability and the Company’s financial capacity constraints. Inde-
pendent external advice is sought when required. During the 2020 financial year, independent external ad-
vice was sought on appropriate remuneration of directors to better reflect market practice for comparable
companies listed on AIM, and this resulted in the implementation of revised remuneration arrangements for
all NEDs. The Board believes these remain relevant during 2024 and to the date of this report. The maximum
aggregate amount of fees that can be paid to NEDs is subject to approval by shareholders at the AGM. Fees
for NEDs are not linked to the performance of the Group however, to align directors’ interests with share-
holder 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.
Key Terms of Employment Contracts with Executive KMPs
Key Terms of Employment Contracts for the financial year ending 31 December 2024:
Name
Base Salary
per Annum
Term of
Agreement
Notice Period
Andrey Maruta (CFO, appointed 11 Decem-
ber 2023)
GBP 154,800
Ongoing
14 days’ notice period
Andre Baya (CEO, appointed 15 April 2024)
USD 174,000
Ongoing
1 calendar month notice
period
Mr Henko Vos (Joint Company Secretary)
AUD 56,700
Ongoing
No notice period
St James’s Corporate Services Limited (Joint
Company Secretary)
GBP 58,718
Ongoing
1 calendar month notice
period
Non-Executive Director Arrangements
NEDs receive a board fee and fees for chairing or participating on board committees, as detailed in the 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 Chairman does not receive additional fees
for participating in or chairing board 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 and remained
unchanged with effect from 1 July 2022.
Base Salary
Per Annum
Base fees
Chairman
USD 100,000
Senior independent non-executive director
USD 66,500
Other independent non-executive directors
USD 56,000
Additional fees
Audit and risk committee – Chair
USD 7,000
Audit and risk committee – member
-
Remuneration and nomination – Chair
USD 7,000
Remuneration and nomination – member
-
Health, safety and environmental – Chair
USD 7,000
Health, safety and environmental – member
-
66
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT (CONT)
Non-Executive Director Arrangements (Cont)
All NEDs 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. Direc-
tors with special responsibilities are disclosed within the various committee reports in the Corporate Govern-
ance Report on pages 59 to 62.
The KMP remuneration is further detailed in Note 20.
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 Remuner-
ation 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 2024
During the financial year, the following options as SBP arrangements for KMP and other personnel were in
existence:
Grant
Date
Vesting
Date
Number of
Options
Expiry Date
Fair Value
at Grant
Date
Exercise
Price
Options Series 38
13/06/2022
Conditional
9,000,000
09/06/2027 GBP 0.0089
GBP 0.022
Options Series 39
15/04/2024
Conditional
20,000,000
15/04/2024 GBP 0.0032
GBP 0.010
Options Series 40
12/04/2024
Conditional
15,000,000
12/04/2024 GBP 0.0032
GBP 0.010
On 13 June 2022, David Hathorn was granted 9,000,000 options, as approved at the AGM held on 9 June
2022 and pursuant to the Directors and Executives Share Option Plan. The options will only vest, and be
exercisable into shares, subject to the Company obtaining a financing package to fully fund the development
of the Company’s Kola Project approved by the Board.
On 12 April 2024, Andrey Maruta was granted 15,000,000 options, pursuant to his contract of employment
with the Company, vesting at 12 April 2024 with a life to expiry of three years from 12 April 2024, exercisable
for so long as Mr Maruta remains an employee of the Company.
On 15 April 2024, Andre Baya was granted 20,000,000 options, pursuant to his contract of employment with
the Company, vesting at 15 April 2024 with a life to expiry of three years from 15 April 2024, exercisable for
so long as Mr Baya remains an employee of the Company.
67
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT (CONT)
Share-based payments granted as compensation to KMP (Cont)
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 em-
ployees 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.
Further details of the performance conditions for Option Series 38, 39 and 40 can also be found in Note 21
to the financial statements. There was no exercise of options during the year or any further issues.
Summary information for Performance Rights as SBP arrangements in existence during 2024
During the financial year, the following performance rights as SBP arrangements for KMP and other person-
nel were in existence:
Grant Date
Vesting Date
Number of
Rights
Expiry Date
Fair Value at
Grant Date
Option 39
15/04/2024
15/04/2024
20,000,000 15/04/2027
GBP 0.0032
Option 40
12/04/2024
12/04/2024
15,000,000 12/04/2027
GBP 0.0032
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.
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 receiv-
ing 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.
Further details of the performance rights, performance conditions and vesting for the above series can be
found in 0 to the financial statements.
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 2024 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 2024 year.
For further information on each option and performance rights series, please refer to Note 21 to the financial
statements.
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT (CONT)
Reconciliation of options as SBP arrangements and performance rights held by KMP (Cont)
Name,
option
or rights
series
No
Grant date
Amount
granted
Issue date
Balance at the start of
the year
Grante
d or al-
located
as
com-
pensa-
tion
Veste
d
Exercised
Cancelled or ex-
pired
Balance at the end of
the year
Max
value
yet to
vest
Expensed
in 2024
Vested and
exercisable
Unvested
Vested
and
ex-
ercisable Unvested
No
No
No
No
No
%
No
No
%
No
No
USD
USD
%
Executive Directors
Brad Sampson
Options
Series 33
02/07/2019
26,900,000
19/07/2019
26,900,000
-
-
-
-
-
26,900,000
100
-
-
-
-
-
Non-executive directors
David Hathorn
Option
Series 38
9/06/2022
9,000,000
09/06/2022
-
9,000,000
-
-
-
-
-
-
-
9,000,000
100,345
20,124
20
Executive
Gavin Chamberlain
Options
Series 34
19/07/2019
12,000,000
25/06/2020
12,000,000
-
-
-
-
-
12,000,000
100
-
-
-
-
-
Andrey Maruta
Options
Series 35
15/09/2019
12,000,000
25/06/2020
8,000,000
-
-
-
-
-
8,000,000
100
-
-
-
-
-
Series 40
12/04/2024
15,000,000
12/04/2024
-
15,000,000
-
-
-
-
-
-
-
15,000,000
59,245
59,245
100
Andre Baya
Series 39
15/04/2024
20,000,000
15/04/2024
-
20,000,000
-
-
-
-
-
-
-
20,000,000
78,994
78,994
100
69
CORPORATE GOVERNANCE 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 2024
Balance at
1 Jan 2024
Received as
Remuneration
Options
Exercised / Rights
Converted
Other
Movements
(i)
Balance at
31 Dec 2024
Non-executive directors
David Hathorn (i)
337,708,061
-
-
35,393,337
373,101,398
Jonathan Trollip
7,276,296
-
-
-
7,276,296
David Netherway
8,536,434
-
-
-
8,536,434
353,520,791
-
-
35,393,337
388,914,128
Executives
Henko Vos
1
-
-
-
1
Andrey Maruta
133,334
-
-
-
133,334
Andre Baya
-
-
-
-
-
133,335
-
-
-
133,335
Total
353,654,126
-
-
35,393,337
389,047,463
(i) Shares purchases as part of Fundraise on 17 May 2024 and 28 August 2024 of total 35,393,337 shares.
31 December 2023
Balance at
1 Jan 2023
Received as
Remuneration
Options
Exercised / Rights
Converted
Other
Movements
(i)
Balance at
31 Dec 2023
Executive Directors
Brad Sampson
2,464,705
-
-
-
2,464,705
Non-executive directors
David Hathorn (i)
144,237,061
-
-
193,471,000
337,708,061
Jonathan Trollip
7,276,296
-
-
-
7,276,296
David Netherway
8,536,434
-
-
-
8,536,434
162,514,496
-
-
193,471,000
355,985,496
Executives
Henko Vos
1
-
-
-
1
Andrey Maruta
133,334
-
-
-
133,334
Gavin Chamberlain
800,000
-
1,760,000
-
2,560,000
933,335
-
1,760,000
-
2,693,335
Total
163,447,831
-
1,760,000
193,471,000
358,678,831
(ii) Shares purchases as part of Fundraise on 8 August 2023 and 31 October 2023 of total 193,471,000 shares.
Other than otherwise indicated above, no other KMP held any ordinary shares in the Company during the
current or prior years.
70
CORPORATE GOVERNANCE REPORT (CONT)
REMUNERATION REPORT (CONT)
Options, rights and equity warrants over equity instruments granted as compensation
31 December 2024
Balance at
1 Jan 2024
Received as
Remuneration
Rights Exer-
cised
Other
Movements
Balance at
31 Dec 2024
Vested and
exercisable
at year end
Executive Directors
Brad Sampson
26,900,000
-
-
(26,900,000)
-
-
Non-executive
direc-
tors
David Hathorn
9,000,000
-
-
-
9,000,000
-
Jonathan Trollip
-
-
-
-
-
-
David Netherway
-
-
-
-
-
-
35,900,000
-
-
(26,900,000)
9,000,000
-
Executives
Amanda Farris
-
-
-
-
-
-
Andrey Maruta
8,000,000
15,000,000
-
(8,000,000)
15,000,000
15,000,000
Gavin Chamberlain
12,000,000
-
-
(12,000,000)
-
-
Andre Baya
-
20,000,000
-
-
20,000,000
20,000,000
20,000,000
35,000,000
-
(20,000,000)
35,000,000
35,000,000
Total
55,900,000
35,000,000
-
(46,900,000)
44,000,000
35,000,000
Other than otherwise indicated above, no other KMP held any options, rights or equity warrants over ordi-
nary shares in the Company during the year ended 31 December 2024.
Other transactions with KMP during the financial year ended 31 December 2024
No KMP has entered into a material contract (apart from employment) with the Company and the Group.
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 USD42,751.
St James’s Corporate Services Limited was appointed on 1 October 2018 and engaged to provide com-
pany secretarial services for Kore Potash 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
USD76,430.
There were no other transactions with KMP and its related parties.
Voting of shareholders at last year’s AGM held on 6 June 2024
The Company received 99.99% “yes” votes on its Remuneration Report for the 2024 financial year. The
Company did not receive any specific feedback at the AGM or throughout the year on its remuneration
practices.
71
CORPORATE GOVERNANCE REPORT (CONT)
OTHER CORPORATE GOVERNANCE MATTERS
Code of Conduct
The Board acknowledges the need for continued maintenance of the highest standard of corporate gov-
ernance 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.
All material breaches of the Code of Conduct including Anti-Bribery and Anti-Corruption are reported to
the Board. 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, em-
ployees 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.
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 appro-
priate 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.
72
CORPORATE GOVERNANCE REPORT (CONT)
OTHER CORPORATE GOVERNANCE MATTERS (CONT)
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 ex-
change 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 misinfor-
mation in the market.
The Group takes its continuous disclosure obligations seriously and requires that all of its Directors, Offic-
ers, 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 dissem-
inated 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 subsid-
iaries 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 ma-
terial 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, let-
ters 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 tele-
phone 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 an-
nouncement indicating the relevant approving party and are not audited by an external auditor. 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.
73
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 ques-
tions 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 share-
holder meetings held during 2023 and 2024.
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 28 March 2025 and is
signed on its behalf by
___________________________
David Hathorn
Non-Executive Chairman
74
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 2024 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK adopted inter-
national accounting standards;
•
the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards 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 Compa-
nies 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 2024 which comprise the statements of profit or loss and
other comprehensive income, statements of financial position, statements of changes in equity, statements
of cash flows and notes to the financial statements, including a summary of material accounting policy
information. The financial reporting framework that has been applied in their preparation is applicable law
and UK adopted international accounting standards and, as regards the Parent Company financial state-
ments, 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 relating to going concern
We draw attention to the Going concern section of Note 1 (b) to the financial statements, which explains
that the ability of the Group and Company to continue as a going concern is dependent on finalising the
SUMMIT consortium funding proposal within the timeframes planned and on the ability of the Group and
Company to raise the necessary funds to service its ongoing working capital requirements as established
in the cash flow forecast. At the date of signing these financial statements, there is no guarantee that the
funding proposal will be received, and within the necessary timeframe, nor that the funding to meet the
Group’s and Company’s obligations will be secured. These conditions indicate the existence of a material
uncertainty which may cast significant doubt about the ability of the Group and Company 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.
75
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
For the reason set out above and based on our risk assessment, we determined going concern to be a
key audit matter.
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 our response to the key audit matter included:
•
Obtaining the Directors’ cash flow forecasts for the period to 31 March 2026 and assessing the key
underlying assumptions, including forecast levels of expenditure and exploration costs used in pre-
paring these forecasts. In doing so we considered actual costs incurred in the financial year 2024
against budgeted and contracted commitments.
•
Performing a sensitivity analysis in respect of key assumptions underpinning the forecasts, including
operational costs and level of exploration expenditure, and assessing the levels of funding required
under each sensitivity.
•
Corroborating the opening cash position in the forecast to bank statements.
•
Assessing the Director’s ability to forecast by performing a budget to actual for the prior year forecast.
In addition to assessing the actual costs incurred for January and February 2025 that are included in
the forecast.
•
Challenging the Directors’ ability to raise funds for further equity placements by assessing the as-
sessing the historic performance of the Group in raising funds in the past.
•
Challenging the ability of the Group to finalise the SUMMIT funding contract in Q2 2025 and to defer
amounts due to suppliers until after a fundraising occurs.
•
Reviewing and considering the adequacy and consistency of the going concern disclosures within the
financial statements alongside the Directors’ going concern assessment.
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.
In relation to the Parent Company’s voluntary reporting on how it has applied the UK Corporate Govern-
ance 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
Key audit matters
2024 2023
Impairment of exploration and evalua-
tion assets – management override
risk
ü
ü
Going concern
ü
ü
Materiality
Group financial statements as a whole
US$2.56m (2023: US$2.63m) based on 1.5% (2023: 1.5%) of Total
Assets
76
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the appli-
cable financial reporting framework and the Group’s system of internal control. On the basis of this, we
identified and assessed the risks of material misstatement of the Group financial statements including with
respect to the consolidation process.
We then applied professional judgement to focus our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually assessed risks throughout our audit, revising the
risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable
level, in order to provide a basis for our opinion.
Components in scope
The Group’s assets and operations are primarily located in the Republic of Congo. Financial reporting is
undertaken at the head office in London, UK. We identified two reporting units, being the Parent Company
and the sub-consolidation of three exploration entities in the Republic of Congo. In determining compo-
nents, we have considered how components are organised within the Group, and the commonality of
control environments, legal and regulatory framework, and level of aggregation risk associated with indi-
vidual entities. Whilst there is relative commonality of controls across the group, differences in jurisdictional
risk, and the legal and regulatory frameworks under which the entities operate, prevent the further amal-
gamation of components. There has been no change in the scoping and approach to the Group audit from
the prior year.
For components in scope, we used a combination of risk assessment procedures and further audit proce-
dures to obtain sufficient appropriate evidence. These further audit procedures included:
•
Procedures on the entire financial information of the components where we identified aggregation
risk, including performing substantive procedures;
•
Procedures on one or more classes of transactions, account balances or disclosures for compo-
nents where we identified low or no aggregation of risks; and
•
Specified audit procedures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that
included the following:
Compo-
nent
Compo-
nent Name
Entity
Group Audit Scope
1
Parent
Company
Kore Potash Plc
Statutory audit and procedures on the entire fi-
nancial information of the component.
2
SPSA sub-
consolida-
tion
Sintoukola Potash SA
Kola Potash Mining SA
Dougou Potash Mining
SA
Procedures on one or more classes of transac-
tions, account balances or disclosures
3
Kore Potash
Ltd
Kore Potash Ltd
Risk assessment procedures
Procedures were performed on the entire financial information of Kore Potash plc and the Group consoli-
dation in the United Kingdom directly by the group audit team.
77
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
Specified procedures were performed on the SPSA sub-consolidation by a combination of the group audit
team and local BDO network member firms.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls
and similarity of the Group’s activities and business lines in relation to consolidation, going concern and
significant estimation and judgemental areas, including the Impairment of exploration and evaluation as-
sets. We therefore designed and performed procedures centrally by the Group audit team in these areas.
In addition, the Group audit team performed additional procedures in respect of certain significant risk
areas including that which represented a Key Audit Matter in addition to procedures performed by the
component auditor.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the
resources needed to perform this work. These resources included component auditors, who formed part
of the group audit team as reported above. As Group auditor we are solely responsible for expressing an
opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the signif-
icant areas of the group audit relevant to the components based on our assessment of the group risks of
material misstatement. We issued our group audit instructions to component auditors on the nature and
extent of their participation and role in the group audit, and on the group risks of material misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding in person
meetings and calls during various phases of the audit, selecting samples for the component teams to test
in significant risk areas, and reviewing component auditor documentation remotely and evaluating the
appropriateness of the audit procedures performed and the results thereof.
78
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
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 great-
est 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 state-
ments as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How the scope of our audit addressed the key audit
matter
Impairment
of explora-
tion
and
evaluation
(“E&E”) as-
sets – man-
agement
override
risk
Refer
to
notes 1(n)
and note 7
At 31 December 2024, the
Group held E&E assets on
its statement of financial po-
sition, as detailed in note 7,
with a value of US$169.3m
(2023: US$176.4m).
As detailed in note 1(n),
there are judgements and in-
herent uncertainties around
the recoverability of explora-
tion and evaluation assets.
The Directors’ and the Board
are
required
to
assess
whether there are any poten-
tial
impairment
triggers,
which would indicate that the
carrying value of the assets
at 31 December 2024 may
not be recoverable. Given
the financial significance of
the E&E assets in the con-
text of the Group’s statement
of financial position and the
significant degree of judge-
ment involved in making the
assessment of whether any
indicators of impairment ex-
ist, we considered this to be
a key audit matter.
We reviewed and challenged ’Directors’ impairment as-
sessment, approved by the Board, against the require-
ments of the relevant accounting standards to determine
whether there were any indicators of impairment.
Our specific audit procedures performed in this regard in-
cluded:
•
Inspecting whether the licences remain valid and are in
good standing.
•
Held meetings with the Directors to understand the fu-
ture plans for the assets and to discuss the progress of
SUMMIT funding arrangements since the Engineering,
Procurement and Construction (EPC) agreement has
been signed during the year.
•
Corroborated future plans to obtain funding to develop
the assets through to key documents including the
Early Works agreement linked to the Engineering, Pro-
curement and Construction (EPC) agreement and dis-
cussions held with SUMMIT.
•
Reviewed technical reports for evidence that the explo-
ration projects do not relate to economically viable re-
sources including the underlying feasibility reports,
which includes the updated Mineral Resource at the
Dougou Extension (DX) asset.
Key observations:
We noted that the Directors are focused on progressing the
Kola licence area to development and there are limited re-
sources to develop the DX project alongside Kola. The Di-
rectors are exploring the strategic options available for the
DX project and although we agreed with the Directors’ as-
sessment there were no triggers for impairment under IFRS
6 at 31 December 2024, if the Directors did not identify a
strategic option that would result in the development of the
DX project, it could result in an impairment trigger in future.
The financial statements do not contain the adjustments
that would be required if an impairment were to arise on the
DX project.
We found the Directors’ assessment of the carrying value
of E&E assets to be acceptable.
79
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
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 omis-
sions, could influence the economic decisions of reasonable users that are taken on the basis of the fi-
nancial 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. Im-
portantly, 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 occur-
rence, 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:
Group financial statements
Parent company financial statements
2024
2023
2024
2023
Materiality
US$2.56m
US$2.63m
US$2.43m
US$2.37m
Basis for deter-
mining material-
ity
1.5% of Total Assets
Set at 95% (2023: 90%) of Group performance ma-
teriality.
Rationale for the
benchmark
ap-
plied
Materiality was based on
1.5% of total assets. We con-
sidered total assets to be the
most appropriate basis for
materiality given the Group is
in the exploration and evalua-
tion stage.
Set at 95% (2023: 90%) of Group performance ma-
teriality given the assessment of the components
aggregation risk.
Performance
materiality
US$1.92m
US$1.97m
US$1.82m
US$1.78m
Basis for deter-
mining
perfor-
mance material-
ity
75% of materiality
Rationale for the
percentage
ap-
plied for perfor-
mance material-
ity
In reaching our conclusion on the level of performance materiality to be applied we
considered a number of factors including the expected total value of known and likely
misstatements (based on past experience), our knowledge of the group’s and parent
company’s internal controls and management’s attitude towards proposed adjust-
ments.
Specific materiality
We also determined that for items included in the Parent Company Statement of Profit or Loss , a mis-
statement of less than materiality for the financial statements as a whole, specific materiality, could influ-
ence the economic decisions of users. As a result, we determined materiality for these items based on
US$0.3m (2023: US$0.1m). We further applied a performance materiality level of 75% (2023: 75%) of
specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately miti-
gated.
80
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the
Group, based on a percentage of 95% (2023: between 18% and 90% ) of Group performance materiality
dependent on a number of factors including size and our assessment of the risk of material misstatement
of those components. Component performance materiality is US$1.8m (2023: US$0.3m to US$1.8m).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess
of US$0.051m (2023: US$0.052m). 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 document entitled 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 con-
clude 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 Cor-
porate Governance Code 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
con-
cern
and
longer-term
viability
•
The Directors’ statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified set
out on page 19 and 39; and
•
The Directors’ explanation as to their assessment of the Group’s prospects, the
period this assessment covers and why the period is appropriate set out on page
19.
Other
Code
provisions
•
Directors’ statement on fair, balanced and understandable set out on page 41;
•
Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on page 53;
•
The section of the annual report that describes the review of effectiveness of
risk management and internal control systems set out on page 50 to 55; and
•
The section describing the work of the Audit and Risk Committee set out on
page 59 to 61.
81
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
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 re-
port and Di-
rectors’
re-
port
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 mis-
statements in the strategic report or the Directors’ report.
Matters
on
which we are
required
to
report by ex-
ception
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 account-
ing 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 liqui-
date 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 in-
cludes 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.
82
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
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 pro-
cedures 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:
Non-compliance with laws and regulations
Based on:
•
Our understanding of the Group and the industry in which it operates;
•
Discussion with management and the Audit Committee; and
•
Obtaining and understanding of the Group’s policies and procedures regarding compliance with
laws and regulations.
We considered the significant laws and regulations to be the applicable accounting framework, Companies
Act 2006, Tax legislations, and the Listing Rules of AIM, ASX and JSE.
The Group is also subject to laws and regulations where the consequence of non-compliance could have
a material effect on the amount or disclosures in the financial statements, for example through the impo-
sition of fines or litigations. We identified such laws and regulations to be the local health and safety leg-
islation and the Mining convention along with the terms of the mining licences.
Our procedures in respect of the above included:
•
Review of minutes of meetings of those charged with governance for any instances of non-compli-
ance with laws and regulations;
•
Review of correspondence with regulatory and tax authorities for any instances of non-compliance
with laws and regulations;
•
Review the work performed by the component auditors in respect of compliance with local laws
and regulations;
•
Review of financial statement disclosures and agreeing to supporting documentation; and
•
Review of legal expenditure accounts to understand the nature of expenditure incurred.
83
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our
risk assessment procedures included:
•
Enquiry with management and those charged with governance regarding any known or suspected
instances of fraud;
•
Obtaining an understanding of the Group’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
•
Review of minutes of meeting of those charged with governance for any known or suspected in-
stances of fraud;
•
Discussion amongst the engagement team as to how and where fraud might occur in the financial
statements; and
•
Performing analytical procedures to identify any unusual or unexpected relationships that may in-
dicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management
override of controls and areas of judgement due to the level of subjectivity involved with them.
Our procedures in respect of the above included:
•
Fraud enquiries were held with management and those charged with governance to identify
whether any instances of fraud were noted in the period.
•
Testing the financial statement disclosures to supporting documentation, performing testing on ac-
count balances which were considered to be a greater risk of susceptibility to fraud. These bal-
ances relate to our key audit matters as disclosed above.
•
Making enquiries of management as to whether there was any correspondence with regulators and
the Government, in so far as the correspondence related to the financial statements and reviewed
this correspondence.
•
Performing targeted journal entry testing based on identified characteristics the audit team consid-
ered could be indicative of fraud to address the presumed risk of management override of controls,
including bribery. For example, we tested capitalisation to property plant and equipment or explo-
ration assets with the opposite entry being processed against bank and cash accounts and not
against liability accounts.
•
Reviewing the Group’s year end unadjusted entries, consolidated entries and investigating any that
appear unusual as to nature or amount by agreeing to supporting documentation; and
•
Assessing significant estimates made by management for bias.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members including component auditors who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit. For component auditors, we also reviewed the result of their work performed in this
regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial state-
ments, 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.
84
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KORE POTASH PLC (CONT)
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.
John Black (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127).
28 March 2025
85
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Parent
Consolidated Entity
Note
Dec 2024
Dec 2023
Dec 2024
Dec 2023
Continuing operations
USD
USD
USD
USD
Other Revenue
2(a)
613,835
1,195,008
-
-
Directors’ remuneration
20
(243,500)
(795,566)
(143,500)
(252,602)
Equity compensation benefits
2(b)
(34,560)
-
(34,560)
-
Salaries, employee benefits and con-
sultancy expense
2(d)
(710,129)
(783,023)
(252,097)
(239,615)
Administration expenses
2(c)
(676,570)
(601,727)
(688,430)
(644,850)
Interest income
2(a)
32,468
54,107
32,468
54,107
Interest and finance expenses
(3,363)
(2,991)
(3,363)
(2,991)
Net
realised
and
unrealised
foreign exchange losses
(57,053)
(5,104)
(57,053)
(5,104)
Loss before income tax expense
(1,078,872)
(939,296)
(1,146,535)
(1,091,055)
Income tax
3
-
-
-
-
Loss for the year
(1,078,872)
(939,296)
(1,146,535)
(1,091,055)
Other comprehensive income/(loss)
Items that may be classified subsequent
to profit or loss
Exchange differences on translating for-
eign operations
-
-
(9,608,251)
5,046,256
Other comprehensive income/(loss) for
the year
-
-
(9,608,251)
5,046,256
TOTAL COMPREHENSIVE INCOME /
(LOSS) FOR THE YEAR
(1,078,872)
(939,296)
(10,754,786)
3,955,201
Loss attributable to:
Owners of the Company
(1,078,872)
(939,296)
(1,146,179)
(1,089,761)
Non-controlling interest
-
-
(356)
(1,294)
(1,078,872)
(939,296)
(1,146,535)
(1,091,055)
Total comprehensive income / (loss)
attributable to:
Owners of the Company
(1,078,872)
(939,296) (10,754,430)
3,956,495
Non-controlling interest
-
-
(356)
(1,294)
(1,078,872)
(939,296) (10,754,786)
3,955,201
Basic and diluted loss per share (cents
per share)
22
(0.03)
(0.03)
(0.03)
(0.03)
The accompanying notes from pages 90 to 127 form part of these financial statements.
86
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Parent
Consolidated Entity
Note
Dec 2024
Dec 2023
Dec 2024
Dec 2023
USD
USD
USD
USD
CURRENT ASSETS
Cash and cash equivalents
4
1,309,755
1,561,869
1,339,321
1,583,657
Trade and other receivables
5
66,409
74,189
173,874
180,532
TOTAL CURRENT ASSETS
1,376,164
1,636,058
1,513,195
1,764,189
NON CURRENT ASSETS
Trade and other receivables
5
169,921,139 167,313,290
36,085
38,147
Property, plant and equipment
6
-
-
326,591
356,259
Exploration and evaluation expenditure
7
-
-
169,347,870
176,371,257
Investment in subsidiary
8
69
69
-
-
TOTAL NON CURRENT ASSETS
169,921,208 167,313,359
169,710,546
176,765,663
TOTAL ASSETS
171,297,372 168,949,417
171,223,741
178,529,852
CURRENT LIABILITIES
Trade and other payables
9
3,702,211
1,044,913
3,919,672
1,240,527
Derivative financial liability
26
26
26
26
TOTAL CURRENT LIABILITIES
3,702,237
1,044,939
3,919,698
1,240,553
NON CURRENT LIABILITIES
Design optimisation works
9
-
2,200,000
-
2,200,000
TOTAL LIABILITIES
3,702,237
3,244,939
3,919,698
3,440,553
NET ASSETS
167,595,135 165,704,478
167,304,043
175,089,299
EQUITY
Contributed equity – Ordinary Shares
10
4,377,870
4,119,667
4,377,870
4,119,667
Reserves
11
177,771,912 175,594,933
221,797,142
229,228,412
Accumulated losses
(14,554,647) (14,010,122)
(58,306,605)
(57,694,772)
SEQUITY ATTRIBUTABLE TO OWNERS OF
THE COMPANY
167,595,135 165,704,478
167,868,407
175,653,307
Non-controlling interests
11(f)
-
-
(564,364)
(564,008)
TOTAL EQUITY
167,595,135 165,704,478
167,304,043
175,089,299
The accompanying notes from pages 90 to 127 form part of these financial statements.
These Financial Statements for Kore Potash plc, registered number 10933682, were approved by the Board of Di-
rectors on 28 March 2025 and were signed on its behalf by:
___________________________
David Hathorn
Non-Executive Chairman
87
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Consolidated Entity
Ordinary
Shares
Share-Based
Payments Re-
serve
Share Pre-
mium Reserve
Foreign Cur-
rency Trans-
lation Re-
serve
Merger Reserve
Accumulated
Losses
Equity Attributable to
the Shareholders of
Kore Potash plc
Non-Control-
ling Interest
Total
Equity
Note
USD
USD
USD
USD
USD
USD
USD
USD
USD
Balance at 01 January 2023
3,420,177
734,259
44,537,309
(27,423,901)
203,738,800
(56,793,651)
168,212,993
(562,714)
167,650,279
Loss for the period
-
-
-
-
-
(1,089,761)
(1,089,761)
(1,294)
(1,091,055)
Other comprehensive income for the
year
11(c)
-
-
-
5,046,256
-
-
5,046,256
-
5,046,256
Total comprehensive (loss)/income
for the year
-
-
-
5,046,256
-
(1,089,761)
3,956,495
(1,294)
3,955,201
Transactions with shareholders
Conversion of performance rights
11(a)
-
(188,640)
-
-
-
188,640
-
-
-
Share issues
10,11(b)
699,490
-
2,764,260
-
-
-
3,463,750
-
3,463,750
Share based payments
21
-
20,069
-
-
-
-
20,069
-
20,069
Balance at 31 December 2023
4,119,667
565,688
47,301,569
(22,377,645)
203,738,800
(57,694,772)
175,653,307
(564,008)
175,089,299
Loss for the period
-
-
-
-
-
(1,146,179)
(1,146,179)
(356)
(1,146,535)
Other comprehensive income for the
year
11(c)
-
-
-
(9,608,251)
-
-
(9,608,251)
-
(9,608,251)
Total comprehensive (loss)/income
for the year
-
-
-
(9,608,251)
-
(1,146,179)
(10,754,430)
(356)
(10,754,786)
Transactions with shareholders
Options expired
-
(534,347)
-
-
-
534,347
-
-
-
Share issues
10,11(b)
258,203
-
2,596,715
-
-
-
2,854,918
-
2,854,918
Share issue expenses
11(b)
-
-
(43,753)
-
-
-
(43,753)
-
(43,753)
Share based payments
21
-
158,365
-
-
-
-
158,365
-
158,365
Balance at 31 December 2024
4,377,870
189,706
49,854,531
(31,985,896)
203,738,800
(58,306,605)
167,868,407
(564,364)
167,304,043
The accompanying notes from pages 90 to 127 form part of these financial statements.
88
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Parent
Ordinary Shares
Share Based
Payments Re-
serve
Share Pre-
mium Re-
serve
Merger Reserve
Reorganisation
Reserve
Accumulated
Losses
Total
Equity
Note
USD
USD
USD
USD
USD
USD
USD
Balance at 01 January 2023
3,420,177
734,259
44,537,309
203,738,800
(76,011,124)
(13,259,466)
163,159,955
Loss for the year
-
-
-
-
-
(939,296)
(939,296)
Total comprehensive loss for the year
-
-
-
-
-
(939,296)
(939,296)
Transactions with shareholders
Conversion of performance rights
11(b)
-
(188,640)
-
-
-
188,640
-
Share issue
10,11(b)
699,490
-
2,764,260
-
-
-
3,463,750
Share based payments
11(b)
-
20,069
-
-
-
-
20,069
Balance at 31 December 2023
4,119,667
565,688
47,301,569
203,738,800
(76,011,124)
(14,010,122)
165,704,478
Loss for the year
-
-
-
-
-
(1,078,872)
(1,078,872)
Total comprehensive (loss)/income for the year
-
-
-
-
-
(1,078,872)
(1,078,872)
Transactions with shareholders
Conversion of performance rights
11(b)
-
-
-
-
-
-
-
Cancellation of performance rights
-
(534,347)
-
-
-
534,347
-
Share issue
10,11(b)
258,203
-
2,596,715
-
-
-
2,854,918
Share issue expenses
11(b)
-
-
(43,753)
-
-
-
(43,753)
Share based payments
21
-
158,364
-
-
-
-
158,364
Balance at 31 December 2024
4,377,870
189,705
49,854,531
203,738,800
(76,011,124)
(14,554,647)
167,595,135
The accompanying notes from pages 90 to 127 form part of these financial statements.
89
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Parent
Consolidated Entity
Note
Dec 2024
Dec 2023
Dec 2024
Dec 2023
USD
USD
USD
USD
CASH FLOWS FROM OPERATING
ACTIVITIES
Payments to suppliers
(70,566)
(120,023)
(441,677)
(907,915)
Payments to employees
(484,083)
(984,931)
(180,636)
(348,798)
Net cash (used in) operating activi-
ties
13
(554,649) (1,104,954)
(622,313) (1,256,713)
CASH FLOWS FROM INVESTING
ACTIVITIES
Payments for plant and equipment
6
-
-
-
(1,527)
Payments for exploration activities
7
-
- (2,410,980) (5,779,186)
Amounts advanced to related parties
5
(2,484,045) (5,889,106)
-
-
Interest received
32,468
54,107
32,468
54,107
Net cash (used in) investing activi-
ties
(2,451,577) (5,834,999) (2,378,512) (5,726,606)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of shares
11
2,854,918
3,504,618
2,854,918
3,504,618
Payment for share issue costs
11
(43,753)
-
(43,753)
-
Net cash provided by financing activ-
ities
2,811,165
3,504,618
2,811,165
3,504,618
Net (decrease)/increase in cash &
cash equivalents held
(195,061) (3,435,335)
(189,660) (3,478,701)
Cash and cash equivalents at begin-
ning of financial year
1,561,869
4,999,889
1,583,657
5,046,629
Foreign currency differences
(57,053)
(2,685)
(54,676)
15,729
Cash and cash equivalents at end
of financial year
4
1,309,755
1,561,869
1,339,321
1,583,657
The accompanying notes from pages 90 to 127 form part of these financial statements.
90
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NOTE 1: MATERIAL 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 2024 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 is 45 Gresham Street, London, United Kingdom EC2V 7BG.
Basis of Preparation
(a) Statement of Compliance
The annual financial statements of the Company and the Group have been prepared in accordance with
UK adopted international accounting standards. 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 28 March 2025.
New standards, interpretations and amendments effective from 1 January 2024 which have no impact on
the Group
•
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)
•
IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or
Non-Current)
•
IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities with Covenants)
•
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures (Amendment).
None of these standards are deemed to have an impact on the Group for the year ending 31 December
2024.
New standards, interpretations and amendments issued by the IASB not yet effective
New standards, interpretations and amendments effective from 1 January 2025 not yet adopted
•
Amendments to IAS 21 – Lack of Exchangeability
•
IFRS 18 Presentation and Disclosure in Financial Statements
•
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS
9 and IFRS 7
The Group is currently assessing the impact of these new accounting standards and amendments. Apart
from IFRS 18 the group does not except any other standards issued by IASB are yet to be effective, to
have a material impact on the group.
IFRS 18 will replace IAS 1 Presentation of financial statement, introducing new requirements that will help
to achieve comparability of the financial performance of similar entities and provide more relevant infor-
mation and transparency to users. Even though IFRS 18 will not impact the recognition or measurement
of items in the financial statements, it impacts on presentation and discloser are expected to be pervasive,
in particular those related to the statement of financial performance and providing management defined
performance measures within the financial statements.
91
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(a) Statement of Compliance (Cont)
Management is currently assessing the detailed implications of applying the new standard on the Group’s
consolidated financial statements.
(b) Going Concern
The 31 December 2024 Annual report has been prepared on a going concern basis that contemplates the
continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the
ordinary course of business.
In performing their assessment of the Group and Company’s ability to continue as a going concern, the
Directors have prepared a cash flow forecast for the period ending 31 March 2026, which indicates that
under current conditions, the Group and Company will become cash negative in November 2025 and will
remain in this position until the end of the forecast period.
Summit Consortium is targeting to deliver a non-binding financing term sheet by the end of March 2025.
If a non-binding financial term sheet is not received by the end of October 2025, then the Group and
Company are unlikely to be able to seek alternative financing partners before current cash reserves are
utilised and will not be able to generate sufficient cash to fund its normal business activities, as projected
in the cash flow forecast.
Even if the Group is successful in receiving a non-binding financial term sheet, it will still need to raise a
c.USD 7.5million to be able to continue to meet it ongoing working capital requirements and to pay its
liabilities as they fall due.
This includes an amount of USD2,200,000 of USD3,000,000 which would be payable to PowerChina under
the terms of the revised agreement with SEPCO, dated 07 August 2023.
Of this USD3,000,000, USD800,000 will be payable in Q2 2025 and USD2,200,000 is to be paid no later
than 12 months after the signing of the EPC. The EPC contract for the Kola Project with PowerChina was
signed in Brazzaville in the presence of the RoC Minister of Mines and Geology on 19 November 2024.
The Group is reliant on the Summit Consortium preparing a funding proposal. Summit Consortium is
targeting to deliver a non-binding financing term sheet by the end of March 2025.
The ability of the Group and Company to continue as a going concern is dependent on the successful
receipt of a non-binding financing term sheet from Summit Consortium within the timeframes planned and
on the ability of the Group and Company to raise the necessary funds to meet its working capital require-
ments as established in the cash flow forecast. At the date of signing these financial statements, there is
no guarantee that a non-binding financing term sheet will be received by the end of March 2025, or within
the necessary timeframe, nor that the funding to meet the Group’s and Company’s obligations will be
secured. These conditions indicate the existence of a material uncertainty which may cast significant doubt
about the ability of the Group and Company 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.
92
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(b) Going Concern (Cont)
The financial statements do not include adjustments relating to the recoverability and classification of rec-
orded asset amounts, or to the amounts and classification of liabilities, that might be necessary should the
Group not continue as a going concern.
The Group and Company are undertaking several activities to raise funds to fund its current and ongoing
commitments and to raise funds for the planned commitments should a non-binding financing term sheet
from Summit Consortium be received. This fundraising is in addition to the cash balance at 19 March 2025
of c.USD0.6 million.
On 27 March 2025 the Company raised gross USD10.1 million through the issue of 455,734,110 new
Ordinary Shares in the Company. On 21 March 2025 the Company also announced that it is the intention
of David Hathorn, Chairman, to subscribe for new ordinary shares of the Company for a consideration of
USD500,000 as soon as practicable following publication of the 2024 Annual Report and on the same
terms as the USD10.1 million fundraise and subject to obtaining shareholder approval at a general meeting
of the Company. As at 28 March 2025 the Company had received the gross total USD10.1 million.
The Directors note the Group has a history of successfully raising capital on the AIM and JSE, and in the
past on the ASX. Having reviewed the Group's overall position and outlook in respect of the matters iden-
tified above, the Directors 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.
In addition, the Directors believe that a non-binding financing term sheet from Summit Consortium will be
received within the timeframes planned. Accordingly, the Directors believe the Group will be able to con-
tinue as a going concern and meet its obligations as and when they fall due. The Directors will continue to
pursue further capital raising initiatives to have sufficient funds to continue the work to finalise the Kola
Project Financing Proposal for the complete construction of Kola.
(c) 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 observ-
able or estimated using another valuation technique.
93
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(d) 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)
The presentational currency of the Group is US dollars.
(e) 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 Potash S.A. is expected to change to US dollars upon the commencement of mining, as
potash is priced in US dollars.
(f) 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;
•
is exposed, or has rights, to variable returns from its involvement with the investee; and
•
has the ability to use its power to affect its returns.
94
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(g) Basis of Consolidation (Cont)
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.
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 contin-
gent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements in-
clude 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 Com-
prehensive 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.
(h) 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 state-
ments. No deferred income tax will be recognised from the initial recognition of an asset or liability, ex-
cluding 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 assump-
tion 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 condi-
tions of deductibility imposed by the law.
95
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(i) 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 asset’s employment and subsequent dis-
posal.
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 equip-
ment 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.
(j) Financial Instruments
(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 receivables 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.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substan-
tially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers
nor retains substantially all of the risks and rewards of ownership and does not retain control over the
transferred asset. Any interest in such derecognised financial assets that is created or retained by the
Group is recognised as a separate asset or liability.
96
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(j) Financial Instruments (Cont)
(ii) 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.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled,
or expire.
(iii) 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.
(iv) 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 de-
termine 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.
97
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(k) 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
•
at least one of the following conditions is also met
•
the exploration and evaluation expenditures are expected to be recouped through successful de-
velopment and exploration of the area of interest, or alternatively, by its sale; and
•
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 recov-
erable 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 depreci-
ation 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 finali-
sation of a DFS, 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.
98
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(l) 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 deter-
mined 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
(m) 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.
99
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(n) 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 revi-
sion 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 ac-
counting
judgement
Details
Impairment of
exploration
and evaluation
assets, recov-
ery of parent
company in-
vestments and
intercompany
balances
The ultimate recovery of the value of exploration and evaluation assets, the Com-
pany’s investment in subsidiaries, and loans to subsidiaries is dependent on the suc-
cessful development and commercial exploitation, or alternatively, sale, of the explo-
ration and evaluation assets. Please see Note 7 (p.105) 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 in-
cludes 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 re-
sources in the specific area is neither budgeted nor planned;
(c) exploration for and evaluation activities have not led to the discovery of commer-
cially viable quantities of mineral resources and the entity has decided to discon-
tinue such activities in the specific area; and
(d) whether sufficient data exists to indicate that, although a development in the spe-
cific area is likely to proceed, the carrying amount of the exploration and evalua-
tion 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 ex-
ploitation 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.
100
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 1: MATERIAL ACCOUNTING POLICIES (CONT)
Basis of Preparation (Cont)
(n) Critical Accounting Judgements and Estimates (Cont)
(o) Assumptions and Estimation Uncertainties
No assumptions and estimation uncertainties have a significant risk of resulting in a material adjustment
to the carrying amounts of assets and liabilities at 31 December 2024.
(p) 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 seg-
ments.
Critical ac-
counting
judgement
Details
Non-recogni-
tion of DTA on
losses
The Group has carried forward losses from previous years and current year has a
net loss which will be utilised against future profits. The Group is not making any
profit in the current year.
Going Con-
cern
The Directors have set out in the going concern note why in their judgement the
Company and the Group should prepare the financial statements on a going concern
basis. The key judgement the Directors have made in determining the appropriate-
ness of the going concern basis is that the Group expects to receive a non-binding
financing term sheet from the Summit Consortium for the complete construction of
Kola by the end of March 2025 which will enable the Group to raise the funds needed
for the Group and the Company to continue as a going concern as described in that
Note. If a non-binding financial term sheet is not received by the end of October 2025,
the Group and the Company would not have sufficient levels of cash to continue as
a going concern without raising additional funds which have not been secured at the
date of the approval of these financial statements. Further details are provided in the
going concern disclosure Note 1(b).
101
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
Parent
Consolidated Entity
NOTE 2: LOSS FOR THE YEAR
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
(a) Revenue
Intra group services
613,835
1,195,008
-
-
Interest received
32,468
54,107
32,468
54,107
646,303
1,249,115
32,468
54,107
Expenses
(b) Equity based payments
Directors, KMP and other employees (i)
34,560
-
34,560
-
(c) Administration Expenses
Accounting, company secretarial and audit
fees
296,572
288,451
305,231
288,451
Insurance expenses
68,490
52,076
68,490
52,076
Legal fees
-
4,213
-
4,213
Compliance, registration and other tax fees
173,247
118,669
170,149
161,511
Marketing and investor relations
97,065
90,143
97,065
90,143
Premises and office related costs
10,039
8,939
10,039
8,939
Professional fees
1,791
-
1,791
-
Other expenses
29,366
39,236
35,665
39,517
676,570
601,727
688,430
644,850
(i)
Details of KMP and employee share-based payments can be found in Note 20.
(ii)
Kola and DX projects are in Exploration & Evaluation (E&E) phase. No amortisation and depre-
ciation 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.
102
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
Total salaries, employee benefits and consultancy costs for the Group in the year ended 31 December
2024 were USD1,113,251 (2023: USD1,653,206) These costs incurred during the year and capitalised as
Exploration and Exploration Asset were USD861,154 (2023: USD1,413,591).
Parent
Consolidated Entity
Dec 2024
Dec 2023
Dec 2024
Dec 2023
(e) Monthly Average number of employees
Number
Number
Number
Number
Operational
-
-
17
17
Head Office
4
4
4
4
4
4
21
21
NOTE 3: INCOME TAX EXPENSE
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Loss before tax
(1,078,872)
(939,296) (1,146,535) (1,091,055)
Parent company tax on loss at the UK corpora-
tion tax rate of 25% (2023: 23.52%)
(269,719)
(220,923)
(286,634)
(256,616)
Different tax rates of subsidiaries operating in
different jurisdictions
-
-
-
-
(269,719)
(220,923)
(286,634)
(256,616)
Tax effect of:
Net non-deductible expenses
8,640
-
8,640
-
Income not taxable for tax purposes
-
-
-
-
Deferred tax asset not recognised
261,079
234,824
277,994
270,517
Permanent differences
-
-
-
-
Remeasurement of deferred tax for change
in tax rate
-
(13,901)
-
(13,901)
269,719 220,923
286,634
256,616
Income tax expense
-
-
-
-
Parent
Consolidated Entity
NOTE 2: LOSS FOR THE YEAR (CONT)
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
(d) Salaries, employee benefits and consul-
tancy expense
Wages and Salaries
396,383
148,798
92,936
55,628
Social Security costs
25,078
7,538
25,078
7,538
Consultancy costs
288,668
626,687
134,083
176,449
710,129
783,023
252,097
239,615
Salaries, employee benefits and consultancy capi-
talised as Exploration and Exploration Asset
-
-
861,154
1,413,591
710,129
783,023
1,113,251
1,653,206
103
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 3: INCOME TAX EXPENSE (CONT)
The statutory tax rate of Kore Potash plc is 25% (2023: 23.52%), representing the UK corporation tax rate.
The Group is subject to varying statutory rates, primarily being Congo (see Note 7 regarding corporate tax
concessions applicable under the new mining convention). The current tax credit of USD Nil (2023: charge
of USD Nil).
No deferred tax has been recognised in respect of the Group’s tax losses of USD 21,966,307 (2023: USD
20,854,332) that are available for offset against any future taxable profits in the companies in which the
losses arose.
In absence of revenue, the Group does not currently face top-up tax liabilities under the OECD’s Pillar II
framework. In the future the management will consider this and any other tax frameworks and rules as part
of strategic tax planning to ensure compliance with evolving global tax regulations.
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
NOTE 4:
CASH
AND
CASH EQUIVALENTS
Cash at bank
1,309,755
1,561,869 1,339,321 1,583,657
1,309,755
1,561,869 1,339,321 1,583,657
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
NOTE 5:
TRADE
AND
OTHER RECEIVABLES
Current
Advance to employees
-
-
5,564
16,006
Net GST, PAYE and VAT
recoverable
13,087
22,273
13,087
22,273
Prepayments
53,322
51,916
118,738
103,594
Other receivables
-
-
36,485
38,659
66,409
74,189
173,874
180,532
Non-Current
Rental deposits
1,464
1,464
4,323
4,493
Others
-
-
31,762
33,654
Amounts due from subsid-
iaries (i) (ii)
169,919,675 167,311,826
-
-
169,921,139 167,313,290
36,085
38,147
Total Trade and Other Receivables
169,987,548 167,387,479
209,959
218,679
104
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 5: TRADE AND OTHER RECEIVABLES (CONT)
(i)
The amount due from a subsidiary is interest-free and is repayable on demand. The loans to
subsidiaries are repayable on demand where the directors have applied judgment that the
amount will not be settled or called within the next 12 months as subsidiaries do not have suf-
ficient liquidity and are not cash generating and classified the amount as non-current.
(ii)
The increase in the year relates to the transfer of funds 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, SPSA 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.
As at 31 December 2024 there were no other receivables that were past due but not impaired. The
amounts due from subsidiaries is inclusive of the expected loss provision of USD28 million (2023; USD28
million). There have been no changes in the provision for the current financial year.
NOTE 6: PROPERTY, PLANT AND EQUIP-
MENT
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Plant and equipment – at cost
1,862,178
2,011,869
Less accumulated depreciation
(1,535,587) (1,655,610)
326,591
356,259
Reconciliation:
Opening balance
356,259
385,103
Additions
21,438
1,559
Depreciation capitalised under exploration and
evaluation
(31,066)
(27,813)
Disposals
-
(14,444)
Foreign exchange differences
(20,040)
11,854
Closing balance at period end
326,591
356,259
105
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 7: EXPLORATION AND EVALUATION
EXPENDITURE
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Opening balance
176,371,257 162,729,194
Exploration and evaluation expenditure capi-
talised during the year
2,520,580
8,842,377
Foreign exchange differences
(9,543,967)
4,799,686
Closing balance at period end
169,347,870 176,371,257
Exploration and evaluation expenditure relat-
ing to:
Kola Potash Mining project
138,439,785 144,128,252
Dougou Potash Mining project
30,908,085 32,243,005
169,347,870 176,371,257
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 DX) 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 ten years of each mining permit as production capac-
ity is extended, which includes zero corporation tax for the first five years from profitability, and a cor-
poration 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 Ex-Mine Market Value (defined as the value of
the MoP (determined by the export market price obtained for the MoP when sold) less the cost of all
mining and processing operations, all costs of transport (including any demurrage), and all insurance
costs;
•
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 10% carried equity interest (subject to signing shareholders agreement) 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 re-
sources). The Group was awarded the Sintoukola 2 Exploration Permit dated 9 February 2018 by the
government of the RoC. The Sintoukola 2 exploration permit expired in February 2021 and the company
relinquished this tenement there is no value allocated to this tenement or costs incurred in relation to this
tenement.
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 RoC.
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 change in equity
interest agreement.
106
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 7: EXPLORATION AND EVALUATION EXPENDITURE (CONT)
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.
NOTE 8: CONTROLLED ENTI-
TIES
Percentage
Owned
Investment
Percentage
Owned
Investment
Country of
31 Dec 24
31 Dec 24
31 Dec 23
31 Dec 23
Controlled Entities
Incorporation
%
USD
%
USD
Kore Potash Limited (i)
Australia
100
69
100
69
Sintoukola Potash S.A. (“SPSA”)
(ii)
RoC
97
1
97
1
Held through Sintoukola Potash
S.A.:
Kore Potash Mining S.A. (“KPM”)
RoC
100
18,264
100
18,264
Dougou Potash Mining S.A.
(“DPM”)
RoC
100
18,264
100
18,264
(i) 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 6005.
(ii) 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 91 Germain
Bikoumat centre-ville route de la radio, Immeuble Abdallah BP 662 Pointe Noire, République du Congo.
107
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 9: TRADE AND OTHER PAYABLES
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Current
Trade and other creditors
13,074
5,170
62,111
18,097
Design & optimisation works
3,000,000
800,000
3,000,000
800,000
Accruals
654,648
219,119
674,420
231,143
Employee benefits and related payables
34,489
20,624
183,141
191,287
Total Trade and Other Payables
3,702,211
1,044,913
3,919,672
1,240,527
Trade and other creditors are non-interest bearing and are normally settled on 30-day terms.
Non Current
Design optimisation works
-
2,200,000
-
2,200,000
Total Trade and Other Payables
-
2,200,000
-
2,200,000
The cost for the Design Optimization Works yet to be paid by Kore is USD3 million of which USD800,000
payable up to 6 weeks from the date PowerChina and SEPCO having presented to Kore a “complete
contractual document capable of finalising the financing arrangement of the Kola Project and capable of
acceptance by Kore to form a binding construction contract” and USD 2.2 million to be paid subject to Kore
concluding its fund raise with a target date of no later than 12 months of the signing of the EPC Contract.
USD800,000 will be payable in Q2 2025 and USD2.2 million is to be paid no later than 12 months after the
signing of the EPC. The EPC contract for the Kola Project with PowerChina was signed in Brazzaville in
the presence of the RoC Minister of Mines and Geology on 19 November 2024.
108
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
Date
Details
No. of Shares
USD
31-Dec-21 Closing balance
3,375,494,446
3,375,494
05-May-22 Issue of Equity
550,000
550
13-Jun-22
Issue of Equity – SQM in lieu of fees payable
44,132,674
44,133
31-Dec-22 Closing balance
3,420,177,120
3,420,177
03-Apr-23
Issue of Equity
1,760,000
1,760
08-Aug-23
Issue of Equity 124,384,000 new ordinary shares $ 0.001
124,384,000
124,384
26-Sep-23
Issue of Equity 31,096,000 new ordinary shares $ 0.001
31,096,000
31,096
07-Nov-23
Issue of Equity 336,575,000 new ordinary shares $ 0.001
336,575,000
336,575
14-Dec-23
Issue of Equity 205,675,000 new ordinary shares $ 0.001
205,675,000
205,675
31-Dec-23 Closing balance
4,119,667,120
4,119,667
28-Mar-24
Share issued 530k-Equity Issue 109,865,053 new ordinary
shares $0.001 (i)
109,865,053
109,865
17-May-24 Convertible loan DH-Equity Issue 31,096,000 new ordinary
shares $0.001 (ii)
31,093,883
31,094
31-Aug-24
Issued capital-Recognise Equity Issue 91,802,637 new ordi-
nary shares $0.001 (iii)
91,802,637
91,803
05-Nov-24
Issued capital-Recognise Equity Issue 25,441,268 new ordi-
nary shares $0.001 (iv)
25,441,268
25,441
31-Dec-24 Closing balance
4,377,869,961
4,377,870
(i) On 28 March 2024, Successful completion of USD530,000 fundraise.
(ii) On 13 May 2024, The Company held a General Meeting to approve a previously announced condi-
tional fundraise of USD150,000 (David Hathorn, the Chairman of Kore Potash).
(iii) On 31 August 2024, Successful completion of USD1,284,543 fundraise.
(iv) On 05 November 2024, Successful completion of USD900,000 fundraise.
NOTE 10: ISSUED CAPITAL
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
4,377,869,961 Fully Paid Ordinary Shares at
par value of USD 0.001 each (31 December
2023: 4,119,667,120 Fully Paid Ordinary
Shares at par value of USD 0.001)
4,377,870
4,119,667
4,377,870
4,119,667
Fully Paid Ordinary Shares
4,377,870
4,119,667
4,377,870
4,119,667
109
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 11: RESERVES
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
SBP reserve (a)
189,705
565,688
189,705
565,688
Share premium reserve (b)
49,854,531
47,301,569
49,854,531
47,301,569
Foreign currency translation reserve (c)
-
- (31,985,894) (22,377,645)
Merger reserve (d)
203,738,800 203,738,800 203,738,800 203,738,800
Reorganisation reserve (e)
(76,011,124) (76,011,124)
-
-
Total Reserves
177,771,912 175,594,933 221,797,142 229,228,412
(a)
SBP Reserve
(i)
For further details, refer to Note 1121
(ii)
For parameters used in the valuation of the above options and performance rights, see Note
21.
Movement in SBP Reserve of the Consolidated Entity
Date
Details
No. of Options
No. of Perfor-
mance Rights
USD
31-Dec-21
Closing balance
46,900,000
2,310,000
708,486
05-May-22
Conversion of performance rights
-
(550,000)
(4,449)
09-Jun-22
Issue of share options
9,000,000
-
-
31-Dec-22
SBP charge
-
-
30,222
31-Dec-22
Closing balance
55,900,000
1,760,000
734,259
03-Apr-23
Conversion of performance rights
-
(1,760,000)
(188,640)
31-Dec-23
SBP Charges
-
-
20,069
31-Dec-23
Closing balance
55,900,000
-
565,688
1-Jan-24
Options 34 & 36 expired
(20,000,000)
-
(226,090)
12-Apr-24
Option 40
15,000,000
-
59,246
15-Apr-24
Option 39
20,000,000
-
78,995
19-Jul-24
Options 33 expired
(26,900,000)
-
(308,257)
31-Dec-24
SBP charges
-
-
20,124
31-Dec-24
Closing balance
44,000,000
-
189,706
Opening balance
565,688
734,259
565,688
734,259
Value performance rights converted in ordi-
nary share capital
(534,347)
(188,640)
(534,347)
(188,640)
Share based payment vesting expense (ii)
158,365
20,069
158,365
20,069
Closing balance
189,706
565,688
189,706
565,688
110
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 11: RESERVES (CONT)
(a) SBP Reserve (Cont)
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 accu-
mulated losses upon expiry, cancellation or recognised as share capital if exercised.
(b) Share Premium Reserve
Parent
Parent
Consolidated Entity
Movements during the period
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Opening balance
47,301,569
44,537,309
47,301,569
44,537,309
Share issue
2,596,714
2,764,260
2,596,714
2,764,260
Less: share issue expenses
(43,752)
-
(43,752)
-
Closing balance
49,854,531
47,301,569
49,854,531
47,301,569
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 USD0.001 per fully paid ordinary share (see 11).
(c) Foreign Currency Translation Reserve
Parent
Parent
Consolidated Entity
Movements during the period
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Opening balance
-)
-) (22,377,645) (27,423,901)
Currency translation differences arising during
the year
-)
-)
(9,608,251)
5,046,256
Closing balance
-)
-) (31,985,896) (22,377,645)
The foreign currency translation reserve is used to record currency differences arising from the translation
of the financial statements of the foreign subsidiary.
(d) Merger Reserve
In November 2017, the Company issued 771,395,768 shares with a par value of USD0.001 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 USD204,510,196. As a result of this transaction, a Merger Reserve of USD203,738,800 was cre-
ated in both the Parent and Consolidated Entity.
(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 op-
tions issued by the Company under the Scheme and the investment in Kore Potash Limited totalling
USD76,899,326 USD 76,011,124 was recognised in a Reorganisation Reserve in the parent company
accounts during the year ended 31 December 2017.
During the year ended 31 December 2018, 8,191,226 SBP options expired. The value of the options of
USD888,802 was transferred to Accumulated Losses in the Australian subsidiary Kore Potash Limited,
and to the Reorganisation Reserve in the Parent company.
111
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 11: RESERVES (CONT)
(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 RoC.
Pursuant to the Mining Convention, the RoC Government were granted a 10% equity interest in KPM and
DPM, which are wholly owned by SPSA. The Group will recognise the RoC Government’s 10% non-con-
trolling interest upon the signing of the shareholder agreement. However, this had not occurred at the end
of the period.
Parent
Consolidated Entity
Movements during the period
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Opening balance
-)
-)
564,008
562,714
Loss/(profit) for the year
-)
-)
356
1,294
Closing balance
-
-
564,364
564,008
NOTE 12: DIVIDENDS
No dividends have been proposed or paid during the year ended 31 December 2024 (2023: Nil).
NOTE 13: NOTES TO STATEMENT OF CASH
FLOWS
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Reconciliation of cash flows from operating
activities:
Loss for the year
(1,078,872)
(939,296) (1,146,535) (1,091,055)
Adjustments for:
Equity compensation benefits
34,560
-
34,560
-
Net realised and unrealised foreign ex-
change losses
57,052
2,688
57,052
2,688
Interest income not classified as operating
activities cash inflow
(32,468)
(54,107)
(32,468)
(54,107)
Intra group services included in Investing
Activities
-
-
-
-
Operating loss before changes in working
capital
(1,019,728)
(990,715) (1,087,391) (1,142,474)
(Increase)/decrease in receivables
(1,407)
71,150
(1,407)
71,150
Increase/(decrease) in payables
466,486
(185,389)
466,486
(185,389)
Net cash used in operating activities
(554,649) (1,104,954)
(622,313) (1,256,713)
112
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (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
Fair value
through profit
or loss
Amortised Cost
Interest Rate
Dec-24
Dec-23
Dec-24
Dec-23
USD
USD
USD
USD
FINANCIAL ASSETS
Cash at bank
-
-
1,339,321
1,583,657
Trade and other receiva-
bles
-
-
196,872
218,679
Total financial assets
-
-
1,536,193
1,802,336
FINANCIAL LIABILITIES
Trade and other payables
-
-
(3,919,672)
(3,440,527)
Derivative financial liabil-
ity
(26)
(26)
-
-
Total financial liabilities
(26)
(26)
(3,919,672)
(3,440,527)
113
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
Financial Instruments by category (Cont)
Parent
Fair value through
profit or loss
Amortised Cost
Interest Rate
Dec-24
Dec-23
Dec-24
Dec-23
USD
USD
USD
USD
FINANCIAL ASSETS
Cash at bank
-
-
1,309,755
1,561,869
Investments in subsidiar-
ies
-
-
69
69
Trade and other receiva-
bles
-
-
1,464
1,464
Amounts due from subsidi-
aries
-
-
169,919,744
167,311,895
Total financial assets
-
-
171,231,032
168,875,297
FINANCIAL LIABILITIES
Trade and other payables
-
-
(3,702,211)
(3,244,913)
Derivative financial liability
(26)
(26)
-
-
Total financial liabilities
(26)
(26)
(3,702,211)
(3,244,913)
(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 objec-
tive of market risk management is to manage and control market risk exposures within acceptable param-
eters, 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 meas-
ured 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 Cana-
dian Dollar (CAD) / US Dollar (USD) exchange rate, British Pound (GBP) / US Dollar (USD) exchange rate,
Congolese Franc (XAF) / US Dollar (USD) exchange rate, South African Rand (ZAR) / US Dollar (USD)
exchange rate, Euro (EUR) / US Dollar (USD) exchange rate and Australian Dollar (EUR) / US Dollar (USD
the 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.
114
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
(a) Market Risk (Cont)
(i) Foreign currency risk (Cont)
The summary quantitative data about the Group’s financial instruments’ exposure to significant currency
risk as presented in USD is as follows:
31 December 2024
31 December 2023
CAD
GBP
XAF
ZAR
AUD
EUR
CAD
GBP
XAF
ZAR
AUD
EUR
FINANCIAL ASSETS
Cash at bank
1,852
33,720
29,280
1,060,568
-
86
2,011
15,021
21,788
5,366
25
199
Trade and
other receiva-
bles
-
-
144,945
-
-
-
-
-
146,056
-
-
-
FINANCIAL LIABILI-
TIES
Trade and
other payables
-
(941)
(217,461)
(2,782) (3,370)
-
-
-
(195,612)
-
(4,077)
-
Derivative fi-
nancial liability
-
(26)
-
-
-
-
(26)
-
-
-
Net exposure
1,852
32,753
(43,236)
1,057,786 (3,370)
86 2,011
14,995
(27,768)
5,366
(4,052)
199
Sensitivity analysis (Group)
A reasonably possible strengthening (weakening) of the CAD, GBP, XAF, ZAR, AUD and EUR, against
USD at 31 December 2024 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.
Equity
Profit or Loss
Strengthening
Weakening
Strengthening
Weakening
Gain/(Loss)
Gain/(Loss)
(Gain)/Loss
(Gain)/Loss
USD
USD
USD
USD
31 December 2024
CAD (5% movement)
93
(93)
93
(93)
GBP (5% movement)
1,638
(1,638)
1,638
(1,638)
XAF (5% movement)
(2,162)
2,162
(2,162)
2,162
ZAR (5% movement)
52,889
(52,889)
52,889
(52,889)
AUD (5% movement)
(168)
168
(168)
168
EUR (5% movement)
4
(4)
4
(4)
115
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
(a) Market Risk (Cont)
(i) Foreign currency risk (Cont)
The summary quantitative data about the Parent’s financial instruments’ exposure to significant currency
risk as presented in USD is as follows:
31 December 2024
31 December 2023
CAD
GBP
ZAR
AUD
EUR
CAD
GBP
ZAR
AUD
EUR
FINANCIAL ASSETS
Cash at bank
1,852
33,720 1,060,568
0
86
2,011
15,021
5,366
25
199
Trade and other
receivables
-
-
-
-
-
-
-
-
-
-
Trade and other
payables
-
942
(2,782)
(3,370)
-
-
-
-
(4,077)
-
Derivative finan-
cial liability
-
(26)
-
-
-
-
(26)
-
-
-
Net exposure
1,852
32,753 1,057,786
(3,370)
86
2,011
14,995
5,366
(4,052)
199
Sensitivity analysis (Parent)
A reasonably possible strengthening (weakening) of the CAD, GBP, ZAR, AUD and EUR, against USD at
31 December 2024 would have affected the measurement of financial instruments denominated in a for-
eign 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.
Equity
Profit or Loss
Strengthening
Weakening
Strengthening
Weakening
Gain/(Loss)
Gain/(Loss)
(Gain)/Loss
(Gain)/Loss
USD
USD
USD
USD
31 December 2024
CAD (5% movement)
93
(93)
93
(93)
GBP (5% movement)
1,638
(1,638)
1,638
(1,638)
ZAR (5% movement)
52,889
(52,889)
52,889
(52,889)
AUD (5% movement)
(168)
168
(168)
168
EUR (5% movement)
4
(4)
4
(4)
116
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
(a) Market Risk (Cont)
(ii) Interest rate risk
The Group is exposed to movements in market interest rates on short term deposits. The Group and Com-
pany’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:
All receivables and payables in the Parent at 31 December 2024 and at 31 December 2023 are non-in-
terest bearing.
Financial assets carried at amortised cost
Trade receivables from other entities are carried at cost less any allowance for doubtful debts. Other re-
ceivables 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 2024 and 31 December 2023 is
equivalent to the fair value.
Weighted Average Effective
Interest Rate
Floating
Interest Rate
Non-Interest
Bearing
Dec 2024
Dec 2023
Dec 2024
Dec 2023
Dec 2024
Dec 2023
%
%
USD
USD
USD
USD
FINANCIAL
ASSETS
Cash at bank
4.74%
1.63%
1,252,811
198,264
56,943
1,363,605
Trade and other receivables
-
-
66,408
74,189
Total financial
assets
1,252,811
198,264
123,351
1,437,794
FINANCIAL LIABILITIES
Trade and other payables
-
-
(3,736,531)
(3,243,820)
Derivative financial liability
-
-
(26)
(26)
Total financial
liabilities
-
-
(3,736,557)
(3,243,846)
117
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
(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.
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 manages the credit risk associated with cash by investing these funds with highly rated financial
institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group
deems the credit risk on its cash to be low.
The Group closely monitors its financial assets (excluding cash) and does not have any significant con-
centration of credit risk.
The Company has Intercompany balances that are received from the subsidiaries and the associated risk
is covered in Note 5.
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.
(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 2024
Within 1
Month
1-3
Months
3-12 Months
12-24 Months
USD
USD
USD
USD
Non-derivatives
Non-interest bearing
Trade and other payables
919,672
-
3,000,000
-
Total Financial Liabilities
919,672
-
3,000,000
-
31 Dec 2023
Within 1
Month
1-3
Months
3-12 Months
12-24 Months
USD
USD
USD
USD
Non-derivatives
Non-interest bearing
Trade and other payables
243,846
-
800,000
2,200,000
Total Financial Liabilities
243,846
-
800,000
2,200,000
118
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 14: FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (CONT)
(c) Liquidity and capital risk management (Cont)
The table below analyses the Parent's financial liabilities into maturity groupings based on the remaining
period from the balance date to the contractual maturity date.
31 Dec 2024
Within 1
Month
1-3 Months
3-12 Months
12-24 Months
USD
USD
USD
USD
Non-derivatives
Non-interest bearing
Trade and other payables
702,211
-
3,000,000
-
Total Financial Liabilities
702,211
-
3,000,000
-
31 Dec 2023
Within 1
Month
1-3 Months
3-12 Months
12-24 Months
USD
USD
USD
USD
Non-derivatives
Non-interest bearing
Trade and other payables
244,913
-
800,000
2,200,000
Total Financial Liabilities
244,913
-
800,000
2,200,000
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 un-
acceptable 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 3 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.
NOTE 15: SEGMENT INFORMATION
Management has determined that the Company and the Group has one reporting segment being mineral
exploration in West Africa. There is currently not trading activities hence no major customers.
As the Group is focused on mineral exploration in West 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 frame-
work 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.
119
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 16: EVENTS SUBSEQUENT TO REPORTING DATE
On 27 March 2025 the Company raised gross USD10.1 million through the issue of 455,734,110 new
Ordinary Shares in the Company. On 21 March 2025 the Company also announced that it is the intention
of David Hathorn, Chairman, to subscribe for new ordinary shares of the Company for a consideration of
USD500,000 as soon as practicable following publication of the 2024 Annual Report and on the same
terms as the USD10.1 million fundraise and subject to obtaining shareholder approval at a general meeting
of the Company.
NOTE 17: COMMITMENTS FOR EXPENDITURE
Exploration and Evaluation Expenditure Commitments
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 (subject to signing shareholders agreement) in the project companies, which
are currently wholly owned by the Group’s subsidiary, SPSA.
To accelerate progress during the financing process, Kore Potash and PowerChina have committed to an
Early Works Agreement, which forms part of the EPC and is targeted to be completed within 6 months of
signing. Kore Potash will pay USD5 million to PowerChina as part of the total EPC Contract Price to un-
dertake supplementary geological work, consisting of drilling at the shaft works and marine works locations
and additional FEED relating to the mining section shaft works. This will enable construction to commence
after Financial Close.
NOTE 18: AUDITOR’S REMUNERATION
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Fees payable to the Company’s external audi-
tor and their associates for the audit of the
Company’s annual accounts
BDO LLP – Group Auditor.
130,391
117,740
130,391
117,740
Cairq Conseil – ROC Auditor
-
-
15,007
15,986
Total audit fees
130,391
117,740
145,398
133,726
Fees payable to the Company’s auditor and
their associates for other non-audit services to
the Group
Half-year review
26,967
22,362
26,967
22,362
26,967
22,362
26,967
22,362
Total fees payable to the Company’s exter-
nal auditor and their associates
157,358
140,102
172,365
156,088
Fees payable to the Company’s external auditor for the
local audit of the Subsidiary’s annual accounts
Cairq Conseil
-
-
15,007
15,986
120
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 19: RELATED PARTY TRANSACTIONS
Directors’ remuneration
The directors’ remuneration was USD263,624 (2023: USD841,069). An amount of USD365,400 at 31 De-
cember 2024 (2023: USD 121,800) is payable to directors in respect of fees that have not been paid.
Other transactions with the Company and the Group
Evelyn Partners LLP and Nexia Perth Pty Ltd are engaged to provide accounting, administrative and com-
pany secretarial services for the Group on commercial terms. Mr Henko Vos, who is based in Perth, Aus-
tralia 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 USD42,751 (2023: USD43,730) and USD10,198 (2023: USD5,640)
to Evelyn Partners LLP. There were no amounts outstanding owed in respect of services provided by Nexia
Perth or Evelyn Partners LLP at 31 December 2024 (2023: USD nil)
St James’s Corporate Services Limited was engaged to provide company secretarial services for the Com-
pany on commercial terms. During the year, the total amount paid to St James’s Corporate Services Lim-
ited by the Group for providing company secretarial services was USD76,430 (2023: USD71,780). There
were no amounts outstanding owed to in respect of services provided by St James’s Corporate Services
Limited at 31 December 2024 (2023: USD nil).
There were no other transactions with KMP and its related parties.
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.
Non-Executive Directors
David Hathorn
Non-Executive Chairman (appointed on 25 August 2017)
Jonathan Trollip
Non-Executive Director (appointed on 17 November 2017)
David Netherway
Non-Executive Director (appointed on 12 December 2017)
Wouter Pulinx
Amit Mehta
Non-Executive Director (Appointment with effect from 24
July 2023)
Non-Executive Director (Appointed with effect from 27 June
2024)
Executives
Andrey Maruta
Chief Financial Officer (appointed on 11 December 2023)
Andre Baya
Chief Executive Officer (appointed on 15 April 2024)
Henko Vos
Joint Company Secretary (appointed on 7 November 2017)
St James’s Corporate Services
Limited
Joint Company Secretary (appointed on 1 October 2018)
121
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 20: KMP DISCLOSURES (CONT)
KMP compensation
The KMP compensation included in “Directors Remuneration”, “Equity Compensation Benefits”, “Employee
and Consultant Expenses” and “Exploration Expenditure” is as follows:
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Short-term employee benefits
693,738
1,331,427
Equity compensation benefits
Note 21
158,365
20,069
852,103
1,351,496
The remuneration for each Director and KMP of the Group during the year ended 31 December 2024 was
as follows:
Short-Term Benefits
Post-Em-
ployment
Benefits
Op-
tions /
Perfor-
mance
Rights
(i)
USD
Total
USD
Fees/Basic
Salary
USD
social se-
curity
cost (NI)
USD
Annual
Bonus
USD
Termination
benefits
USD
Superan-
nuation
USD
Non-Executive
Directors
David Hathorn
100,000
-
-
-
-
20,124
120,124
Jonathan Trol-
lip
63,000
-
-
-
-
-
63,000
David Nether-
way
80,500
-
-
-
-
-
80,500
243,500 (i)
-
-
-
-
20,124
263,624
Executives
Henko Vos (ii)
42,751
-
-
-
-
-
42,751
SJCS
76,430
-
-
-
-
-
76,430
Andrey Maruta
194,205
3,404
-
-
-
59,246
256,855
Andre Baya
123,250
-
-
-
-
78,994
202,244
436,636
3,404
-
-
- 138,240
578,280
Total
680,136
3,404
-
-
- 158,364
841,904
i.
No fees were paid to Non-Executive Directors in 2024.
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.
There were five directors who held office at the end of the 2024 (2023: five). David Hathorn was the high-
est paid Director during the year 2024 and details of his remuneration are disclosed above. No directors’
fees, including David Hathorn’s, were actually paid during the year and instead were accrued at the year
end.
122
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 20: KMP DISCLOSURES (CONT)
Individual directors and executives’ compensation disclosures
Information regarding individual directors and executives’ compensation and equity instruments disclo-
sures 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’ inter-
ests existing at year-end. David Hathorn was the highest paid Director during the year 2024. No directors’
fees, including David Hathorn’s, were actually paid during the year and instead were accrued at the year
end.
Details of directors’ remuneration are provided in the Directors’ Remuneration Report on pages 61 to 63
of this Annual Report.
The remuneration for each Director and KMP of the Group during the year ended 31 December 2023 was
as follows:
1 January 2023 to 31 December 2023
Short-Term Benefits
Post-Em-
ployment
Benefits
Options /
Performance
Rights (i)
USD
Total
USD
Fees/Basic
Salary
USD
An-
nual
Bo-
nus
USD
Termina-
tion bene-
fits
USD
Superannua-
tion
USD
Executive Directors
Brad Sampson (i)
550,000
-
27,500
-
-
577,500
Non-Executive Direc-
tors
David Hathorn
100,000
-
-
-
20,069
120,069
Jonathan Trollip
63,000
-
-
-
-
63,000
David Netherway
80,500
-
-
-
-
80,500
793,500
-
27,500
-
20,069
841,069
Executives
Henko Vos (ii)
37,038
-
-
-
-
37,038
SJCS
71,781
-
-
-
-
71,781
Gavin Chamberlain
25,510
48,199
-
-
73,709
Amanda Farris
183,600
-
-
-
-
183,600
Andrey Maruta
11,029
-
-
-
-
11,029
328,958
-
48,199
-
-
377,157
Total
1,122,458
-
75,699
-
20,069
1,218,226
i.
Brad Sampson resigned with effect on 31 October 2023.
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.
123
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (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 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Expense arising from equity-settled share-
based payment transactions
34,560
-
34,560
-
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:
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Amounts capitalised to exploration and evalua-
tion expenditure arising from equity-settled
share-based payment transactions
123,805
20,069
123,805
20,069
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 USD158,365 (2023: USD20,068) of which vesting expenses capitalised to exploration
and evaluation expenditure of USD123,805 (2023: USD20,068).
Details of the share options outstanding during the year are as follows:
2024
2023
Number of
share
options
Weighted aver-
age exercise
price
Number of
share
options
Weighted
average
exercise
price
Outstanding at beginning at year
55,900,000
GBP 0.022
55,900,000
GBP 0.022
Granted during the year
35,000,000
GBP 0.010
-
-
Cancelled during the year
(46,900,000)
GBP 0.022
-
-
Outstanding at the end of the year
44,000,000
GBP 0.012
55,900,000
GBP 0.022
The share options outstanding at 31 December 2024 had a weighted average exercise price of GBP 0.012
and a weighted average contractual life of 4.69 years.
124
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 21: SHARE-BASED PAYMENTS (CONT)
Share based payment arrangements in existence
The following options from share-based payment arrangements were in existence during the current pe-
riod:
Details of options and performance rights issued to KMP
Grant
Date
Vesting Date
Number of
options
Expiry Date
Fair Value at
Grant Date
Exercise
Price
Option Series 38
13/06/2022
08/06/2027
9,000,000
09/06/2027
GBP 0.0089
GBP 0.022
Option Series 39
15/04/2024
15/04/2024
20,000,000
15/04/2027
GBP 0.010
GBP 0.010
Option Series 40
12/04/2024
12/04/2024
15,000,000
12/04/2027
GBP 0.010
GBP 0.010
The holders of these options do not have the right, by the virtue of the option, to participate in any share issue
or interest issue of the Company. There was no exercise of unlisted options during the year.
Three options expired during the year ended 31 December 2024. Option 33 for Bradley Sampson 26.9 million
on 19 July 2024, 35 & 36 for Gavin Chamberlain 12 million and Andrey Maruta 8 million on 1 January 2024.
Options Series 38
At the Company’s General Meeting on 9 June 2022, the Company’s shareholders approved the grant of
9,000,000 unlisted options pursuant to the Directors and Executives Share Option Plan to David Hathorn.
The options will only vest, and be exercisable into shares, subject to the Company obtaining a financing
package to fully fund the development of the Company’s Kola Project approved by the Board.
The fair value of the options at grant date of GBP0.0089 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
Series 38
Grant date share price
GBP 0.0143
Expected volatility
89.3%
Annual risk-free rate
1.80%
Expiry date
5 years
Grant date fair value
GBP 0.0089
Vesting
conditions
Total
9,000,000
Exercise
price
GBP 0.022
Exercisable:
Upon obtaining a financing package to fully fund the develop-
ment of the Company’s Kola Project approved by the Board.
Expiry
09/06/2027
125
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 21: SHARE-BASED PAYMENTS (CONT)
Details of options and performance rights issued to KMP (Cont)
The following options were granted during the year:
Grant Date
Vesting Date
Number of
Rights
Expiry Date
Fair Value at
Grant Date
Option 39
15/04/2024
15/04/2024
20,000,000 15/04/2027
GBP 0.0032
Option 40
12/04/2024
12/04/2024
15,000,000 12/04/2027
GBP 0.0032
The total charged for the year ended December 2024 in respect of the above Option Series 39 USD 78,994
and Option Series 40 USD 59,246. Portion of the total amount of these two options: option 39 USD 19,749
and option 40 USD 14,811 were expensed year ended December 2024 (Note 5).
Details of options and performance rights issued to KMP (Cont)
The fair value at grant date of the options issued to Andre Baya was estimated at GBP 0.0032 and Andrey
Maruta was estimated at GBP 0.0032, 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 options were as follows:
Input into the model
Option Series
39
Grant
Date
Share
Price
GBP 0.0049
Expected Volatility
129%
Annual risk-free rate
3.63%
Maturity
3 Years
Grant date fair value
GBP 0.0032
Vesting condi-
tions
Andre Baya
(Option Series
39)
Total
20,000,000
Exercise price
GBP 0.01
Exercisable
issue date
Expiry
15/04/2027
Vesting condi-
tions
Andrey Maruta
(Option Series
40)
Total
15,000,000
Exercise price
GBP 0.01
Exercisable
issue date
Expiry
12/04/2027
Input into the model
Option Series
40
Grant
Date
Share
Price
GBP 0.0049
Expected Volatility
129%
Annual risk-free rate
3.63%
Maturity
3 Years
Grant date fair value
GBP 0.0032
126
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 22: LOSS PER SHARE
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 44,000,000 share options in respect of a total of ordinary shares at 31 Decem-
ber 2024 (31 December 2023: 55,900,000) and Nil performance rights (31 December 2023: Nil). Options,
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 determi-
nation of basic earnings per share.
Parent
Consolidated Entity
Dec 2024
USD
Dec 2023
USD
Dec 2024
USD
Dec 2023
USD
Basic and diluted loss per share from continu-
ing operations
(0.03)
(0.03)
(0.03)
(0.03)
Parent
Consolidated Entity
Earnings reconciliation
Dec 2023
USD
Dec 2023
USD
Dec 2023
USD
Dec 2023
USD
Loss attributable to ordinary shareholders
(1,078,872)
(939,296)
(1,146,835) (1,091,055)
Parent
Consolidated Entity
Dec 2024
Number
Dec 2023
Number
Dec 2024
Number
Dec 2023
Number
Weighted average number of ordinary
shares used as the denominator in calcu-
lating basic earnings per share
4,255,474,267 3,537,739,507 4,255,474,267 3,537,739,507
Headline earnings/loss per share
It is a JSE listing requirement to disclose headline earnings/loss per share, a non-IFRS measure, calcu-
lated in terms of Circular 1/2023 as issued by the South African Institute of Chartered Accountants. 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) other-
wise 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 be-
tween the two measures has been presented.
127
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 (CONT)
NOTE 23: CONTINGENT LIABILITIES
There is a claim from a former Finance and Administration Manager who claims unfair dismissal. This claim
has been brought to court by the complainant as the mediation attempt at the Inspector of Labour office in
Pointe Noire failed.
NOTE 24: CREDIT RISK MANAGEMENT PRACTICES
The Company has implemented robust credit risk management practices. These practices are essential
for assessing and mitigating credit risks associated with our financial assets.
Our definition of default aligns with industry standards and regulatory guidelines. Specifically, we consider
a counterparty to be in default under the following circumstances:
Past Due: A debtor is past due by more than 90 days on any significant credit obligation to the Company.
Unlikely to Pay: A debtor is unlikely to fulfil its credit obligations to the Company without recourse to actions
such as realizing security.
We arrived at this definition after analysing our trade and other receivables, historical default data, and the
nature of our credit exposures. It enables us to accurately identify defaults and manage credit risk effec-
tively.
128
ASX ADDITIONAL INFORMATION (UNAUDITED)
Registered office and principal place of business
Principal and Registered Office (UK)
Australian Office
45, Gresham Street, London
Level 3, 88 William Street,
United Kingdom EC2V 7BG
Perth WA 6000
Telephone: +44 20 3963 1776
Telephone: +61 (8) 9463 2463
Facsimile: +61 (8) 9463 2499
Sintoukola Potash S.A.
Level 3, Apartment C
91 Germain Bikoumat centre-ville route de la
radio
Immeuble Abdallah
BP 662 Pointe Noire
République du Congo
Telephone: +242 22 294 1924
Registers of securities are held at the following address:
Computershare Investor Services Plc
Computershare Investor Services
Pty Ltd
The Pavilions, Bridgwater Road
Level 11, 172 St George’s Ter-
race
Bristol BS99 6ZZ
Perth WA 6000
United Kingdom
Telephone: +61 (8) 9323 2000
Telephone: +44 (0)370 707 1258
Facsimile: +61 (8) 9323 2033
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
The shareholder and CDI holder information set out below was applicable as at 28 February 2025:
Number of holders of ordinary shares/CDIs on Issue
4,377,869,961 fully paid ordinary shares and CDIs are held by shareholders.
Distribution of fully paid ordinary share and CDI holders
Percentage
Size of Holding
No. of holders
Units
%
1 to 1,000
3,109
644,996
0.01
1,001 to 5,000
1,093
2,787,867
0.06
5,001 to 10,000
368
2,895,610
0.07
10,001 to 100,000
1,043
42,514,351
0.97
100,001 and over
830
4,329,027,137
98.89
6,443
4,377,869,961
100.00
The number of holdings comprising less than a marketable parcel was 4,590 with a given a share value
of AUD 0.046 per share.
129
ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT)
Substantial shareholders and CDI holdersx
Substantial shareholders and CDI holders listed in the Company’s share register as at 28 February 2025:
Name
No. of fully paid
ordinary shares /
CDIs
Percentage
%
No. of unlisted
options / equity
warrants held
Princess Aurora Company Pte Ltd
661,885,171
15.12
-
Harlequin Investments Ltd
557,496,443
12.73
-
Sociedad Quimica y Minera
538,210,503
12.29
-
Mr David Hathorn
373,101,398
8.52
9,000,000
Wadeville International
362,808,720
8.29
-
2,493,502,235
56.95
9,000,000
On-market buy-back
There is no current on-market buy-back.
Twenty largest holders of quoted equity securities (ordinary shares / CDIs)
Top 20 Shareholders and CDI Holders as at 28
February 2025
Number of Shares / CDIs
% Held
1
Princess Aurora Company Pte Ltd
661,885,171
15.12%
2
Harlequin Investments Ltd
557,496,443
12.73%
3
Sociedad Quimica y Minera
538,210,503
12.29%
4
Mr David Hathorn
373,101,398
8.52%
5
Wadeville International
362,808,720
8.29%
6
Mr Steven Herring
212,992,459
4.87%
7
Dingyi Group Investment Ltd
198,520,782
4.53%
8
Kippax Property Holdings Ltd
132,645,643
3.03%
9
Mr David Stevens
114,878,334
2.62%
10
Ivy Asset Mgt
41,821,707
0.96%
11
Mr John A Austin
33,088,870
0.76%
12
Hargreaves Lansdown Asset Mgt
33,047,717
0.75%
13
Mr John Earhart
31,302,411
0.72%
14
SegalInterSettle Settlement
23,231,703
0.53%
15
Hobart Capital
21,293,164
0.49%
16
UBS
20,133,695
0.46%
17
A J Bell Securities
18,459,830
0.42%
18
Interactive Investor
18,383,865
0.42%
19
Mr Peter J Yallup
16,775,000
0.38%
20
Velocity Nominees (Rf) Pty Ltd
14,598,938
0.33%
Total
3,424,676,353
78.23%
130
ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT)
Unquoted equity securities
Class
Number of un-
quoted equity
securities
Number
of holders
Number of hold-
ers holding 20%
or more in the
class
Unlisted options exercisable at GBP 0.01 expiring 12 April
2027
15,000,000
1
1
Unlisted options exercisable at GBP 0.01 expiring 15 April
2027
20,000,000
1
1
Unlisted options exercisable at GBP 0.022 expiring 9 Jun
2027
9,000,000
1
1
49,000,000
N/A
N/A
Unquoted equity security holdings greater than or equal to 20%
Unlisted options exercisable at GBP 0.01 expiring 12 April 2027
Number of unlisted
options
Percentage
Andrey Maruta
15,000,000
100%
Unlisted options exercisable at GBP 0.01 expiring 15 April 2027
Number of unlisted
options
Percentage
Andre Baya
20,000,000
100%
Unlisted options exercisable at GBP 0.022 expiring 9 June 2027
Number of unlisted
options
Percentage
David Hathorn
9,000,000
100%
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 LSE 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.
131
ASX ADDITIONAL INFORMATION (UNAUDITED) (CONT)
Company Structure and Tenement Details
The Company is incorporated and registered in England and Wales. Kore Potash Limited incorporated in
Australia is wholly owned by Kore Potash. The Company also has a 97% holding in SPSA in the RoC (see
Note 11(f)). SPSA is the 100% owner of KPM which is the sole owner of the Kola Mining Tenement and
100% owner of DPM, which is the sole owner of the Dougou Mining Tenement (which has not been trans-
ferred from SPSA at the reporting date). The Kola deposit is located within the Kola Mining Tenement. The
Dougou Mining Tenement hosts the Dougou deposit and the DX deposit.
Under the Mining Convention the RoC government is granted a 10% equity interest in DPM and KPM. The
Company continues to work with government to transfer this interest to the State.
Schedule of Tenements
A schedule of mining tenements held at 31 December 2024 (and the date of this report) and a table
showing changes to the Potash Mineral Resources and Ore Reserves between 2021 and 2023 is in-
cluded in the Review of Operations on pages 19 to 22.
Project Overview
A project overview for the Group is included in the Review of Operations and Strategic Report on pages 9
to 31.