Acquisition of Minority Interest in SPSA
Kore Potash Plc has announced the purchase of a 0.46% interest in Sintoukola Potash SA (SPSA) for US$1 million in cash, funded from existing resources. Additionally, Kore Potash has secured a conditional right to acquire the remaining 2.54% minority shareholding in SPSA from Etablissements MGM. This right is exercisable if a takeover offer for Kore Potash completes within 12 months, with the consideration for the remaining shares being the issuance of Kore Potash shares to MGM, resulting in MGM holding 2.54% of Kore Potash on a fully diluted basis. Upon completion of both stages, Kore Potash would hold a 100% interest in SPSA, subject to the Republic of Congo government's 10% entitlement.
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Purchase of a 0.46% interest in the share capital of Sintoukola Potash SA ("SPSA") and conditional right to acquire the remaining outstanding minority shares in SPSA
Kore Potash (ASX: KP2, AIM: KP2, JSE: KP2), the potash development company which indirectly owns 97% of the Kola Potash Project ("Kola" or the "Kola Project") and Dougou Extension Potash Project (the DX Project") in the Sintoukola Basin, located in the Republic of Congo ("RoC"), announces the purchase of a 0.46% interest in the share capital of SPSA and of the conditional right to acquire the remaining interest in the Kola Project not owned by the Company.
Kore currently owns 97% of SPSA with the remaining 3% being held by Etablissements MGM ("MGM"), a natural person registered in the RoC.
Under the terms of the agreement entered into on 1 March 2026 between Kore and MGM (the "Agreement"):
- Kore will purchase such number of shares that represent 0.46% of the issued share capital of SPSA from MGM for US$1 million in cash, which will be funded from Kore's existing cash resources (Stage 1).
- Kore has also been granted the right to acquire MGM's remaining outstanding minority 2.54% share interest in SPSA, (the "Remaining Shares").
This right is exercisable if an offer to acquire all of the issued and to be issued share capital of the Company completes within 12 months of the date of the Agreement. For this purpose 'completes' mean a takeover offer (within the meaning of section 974 of the Companies Act 2006) becomes or is declared unconditional (as such term is used in the City Code on Takeovers and Mergers (the "Code")) or a scheme of arrangement (as such term is defined in the Code) becomes effective.
The consideration payable for the acquisition of the Remaining Shares by the Company will be the issue of such number of Kore shares to MGM that will result in MGM holding, following such issue, 2.54% of Kore Potash Plc on a fully diluted basis (the "Consideration Shares") (Stage 2).
Upon completion of both Stage 1 and Stage 2, Kore would hold a 100% interest in SPSA (subject to the Government of RoC's right to 10% interest referred to below).
As previously announced there can be no certainty that any firm offer will be made as a result of the formal sale process announced on 4 November 2025, nor as to the terms on which any offer might be made.
The terms of the Agreement are aligned with the Company's strategy and would ensure that, in the event Kore exercises its right to acquire the remaining 2.54% interest in SPSA, Kore is the sole owner of the Kola Project. However as previously announced, under the existing Mining Convention, the RoC Government is entitled to 10% ownership in the Kola Project and DX Project through the acquisition of free carry interests of 10% in each of Kola Potash Mining SA and Dougou Potash Mining SA, the respective owners of the Kola Project and DX Project. The Company is still awaiting formal instructions from the RoC authorities as to the RoC Government-owned entity that will hold the Government's 10% free carry stake. A formal reminder has been sent to that effect.
The Company notes that any issue of Consideration Shares contemplated under Stage 2 would be made using the Company's existing share placement capacity as calculated at the time under ASX listing rule 7.1. In the event that the Company does not have sufficient placement capacity at that time, the issue will be subject to shareholder approval.
This announcement has been approved for release by the Board of Kore Potash.
Tenement Details and Ownership
The Company is incorporated and registered in England and Wales and wholly owns Kore Potash Limited of Australia. Kore Potash Limited has a 97% shareholding in Sintoukola Potash SA ("SPSA") in the RoC. SPSA has 100% ownership of Kola Potash Mining SA ("KPM"). KPM has 100% ownership of the Kola Mining Lease on which the Kola Deposit is situated. The Kola Deposit is located within the Kola Mining Lease. SPSA is also the 100% owner of the Dougou Mining Lease. The Dougou Mining lease hosts the Dougou Deposit and the DX Deposit.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.