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Loan Facility and Related Party Transaction

In brief · summary, not quotable

Kropz Plc has secured a ZAR 250 million (approximately US$ 14.4 million) loan facility for its Elandsfontein subsidiary from ARC Fund, which constitutes a related party transaction as a director of Kropz represents ARC. This loan, carrying interest at the South African prime overdraft rate plus 6% per annum, will fund Elandsfontein's working capital and operational expenditures as it ramps up production towards break-even levels. The terms of the loan, which has no fixed repayment term and can be called on demand with 15 business days' notice, have been deemed fair and reasonable by the independent directors of Kropz.

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Loan Facility and

Related Party Transaction

Kropz Plc (AIM: KRPZ), an emerging African phosphate producer and developer, that Kropz Elandsfontein (Pty) Ltd ("Elandsfontein") and ARC Fund ("ARC") (together the "Parties") have agreed to a ZAR 250 million (approximately US$ 14.4 million) (the "Loan"), which constitutes a related party transaction.

The Loan

Elandsfontein has seen improvements in production levels from Q2 2025 to Q3 2025 as announced on 24 November 2025, however as Elandsfontein is still ramping up its operations and has yet to achieve break-even production levels, working capital remains a requirement.

Consequently, Elandsfontein and ARC have agreed terms for a loan facility of ZAR 250 million (approximately US$ 14.4 million). Interest is payable on the Loan at the South African prime overdraft interest rate plus 6%, nominal per annum and compounded monthly. The Loan is repayable on the earlier of a date as agreed between the Parties or on demand from ARC, on no less than 15 business days' notice. There is no fixed term.

As announced on 21 May 2025 and 28 May 2025, Kropz SA (Pty) Ltd has issued a Guarantee, Security Cession and Pledge in favour of ARC, and Kropz Plc has issued a Limited Indemnity, Security Cession and Pledge in favour of ARC for all current and future loan facilities made to Elandsfontein, which are applicable to the Loan.

The Loan will be used by Elandsfontein to fund its cashflow and operational expenditure needs.

The Company will update the market on drawdown of the Loan in due course.

Related Party Transaction

The Loan is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Gerrit Duminy, a director of the Company, is the representative of ARC. Accordingly, Gerrit Duminy has not been involved in the approval of the Loan by the Company's board. The directors of the Company, who are considered independent for the purposes of the Loan, having consulted with the Company's nominated adviser, consider the terms of the Loan to be fair and reasonable insofar as the Company's shareholders are concerned.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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